Goldman Sachs Finalizes Post-Merger Ownership and Rollover Agreements for Soho House

summarizeSummary

Goldman Sachs Group and its affiliates filed an amended Schedule 13D, detailing their final beneficial ownership and rollover agreements following Soho House & Co Inc.'s go-private merger on January 29, 2026.

check_boxKey Events

• Finalizes Post-Merger Ownership

  Goldman Sachs Group and its affiliates now beneficially own 13,859,953 Class A shares, representing 31.4% of the Class A Common Stock in the newly private Soho House.

• Rollover Agreement Amendments

  The GS Rollover Letter was executed, adjusting the number of shares designated as "Rollover Shares" due to an additional equity commitment, and amending previous rollover agreements.

• Cash Conversion and Voting Agreement

  1,666,666 shares held by Goldman Sachs entities were converted into cash at $9.00 per share, and a new Voting Agreement was entered into for the governance of the private company.

• Company Now Private

  The filing confirms the completion of the go-private merger on January 29, 2026, and the subsequent delisting and termination of registration of Soho House's Class A Common Stock.

auto_awesomeAnalysis

This filing provides the definitive details of Goldman Sachs's significant ownership stake in Soho House & Co Inc. after the company's transition to a private entity. It confirms the conversion of some of Goldman Sachs's shares into cash at the merger price and outlines the final rollover share count, which was adjusted due to additional equity funding. The filing also discloses the new Voting Agreement governing the private company's governance and shareholder rights. While the company is no longer publicly traded, this document is crucial for understanding the final capital structure and major shareholder commitments of the newly private Soho House.