Soho House & Co Inc. (SHCO) entered a merger agreement on August 18, 2025, to be taken private by MCR in an all-cash deal valued at $2.7 billion.
An investor group led by MCR and its CEO, Tyler Morse, will acquire the outstanding shares of Soho House. Holders of common stock of Soho House will receive $9 per share in cash, representing a premium of 17.8% from the stock’s last close.
Soho House is a global membership platform offering physical and digital spaces for members to work, connect, and socialize, with a portfolio that includes Soho Houses, Soho Works, Scorpios Beach Clubs, Soho Home, and other hospitality and lifestyle brands.
MCR is the third-largest hotel owner-operator in the U.S., with a $5 billion portfolio of 150 hotels across 31 brands, including the TWA Hotel at JFK Airport, The High Line Hotel, the Sheraton New York Times Square, and the upcoming Gramercy Park Hotel in New York City and BT Tower in London.
Soho House had formed an independent Special Committee of the Board to evaluate strategic alternatives in the fall of 2023. The stock was trading at $5 before this was announced in February of 2024. Since then, there have been rumors about offers from CC Capital and an unnamed third-party consortium to take Soho House private. Earlier this year, Soho House also received push from activist Third Point to explore such options.
Soho House Executive Chairman Ron Burkle and Yucaipa Companies will roll over their controlling equity interests in the company and retain majority ownership of the business.
MCR, the third-largest hotel owner-operator in the U.S., will become a shareholder of Soho House, and Morse will join the Board as Vice Chairman.
Funds managed by affiliates of Apollo are supporting the deal with a hybrid capital solution, providing additional financing through both debt and common equity. A portion of the proceeds will be used to refinance Soho’s existing Senior Secured Notes.
A group of strategic investors, led by technology investor Ashton Kutcher, will provide additional equity capital. Kutcher will also join the Board once the deal closes, which is expected by the end of 2025.
Key existing shareholders—including Richard Caring, Nick Jones, and Goldman Sachs Alternatives—will roll over the majority of their common stock holdings in Soho. Goldman Sachs Alternatives is also committing additional capital. Its Hybrid Capital business, which has invested in Soho House since 2021, will continue to support the company through this transaction.
Separately, Soho House also announced the appointment of Neil Thomson as the new Chief Financial Officer, effective August 18, 2025. Thomson, who will be based in the London Head Office, will succeed Thomas Allen, who will remain with the company through August 29, 2025, to help ensure a smooth transition.
Soho House was advised by Citi and Morgan Stanley on financial matters, with legal support from Sidley Austin, Fried Frank, and Morris Nichols. MCR received financial advice from Canaccord.
MCR is set to pay 30.05 times the EBITDA for Soho House.
For a detailed understanding of this M&A transaction, please visit the Deal Metrics page by clicking here:
Deal Metrics for the acquisition of Soho House & Co Inc. (SHCO) by MCR
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Editor’s Note: Baranjot Kaur contributed to this article