SCHEDULE: Soho House Amends Rollover Deal, Eyes Post-Merger Funding

Soho House & Co Inc. and Goldman Sachs entities amend their Rollover Agreement, detailing post-merger equity funding and debt financing arrangements.

Summary

• Soho House & Co Inc. and Goldman Sachs entities (Reinvestment Stockholders) executed an Amendment to their Rollover Agreement on January 14, 2026.
• The amendment increases the number of Class A Common Stock designated as Rollover Shares by the GS Entities by 1,552,556, bringing their total Rollover Shares to 15,526,619.
• Soho House is committed to using 'reasonable best efforts' to secure Post-Closing Equity Funding within nine months after the Merger closes.
• If Post-Closing Equity Funding is successful, the first $163,126,505 of net proceeds can be used to redeem up to 9,315,972 of the GS Entities' Class A Common Stock at their option, at a price of $9.00 per share.
• The first $70.0 million of net proceeds from any equity funding and any emergency capital raised for working capital will be excluded from the redemption pool and used for the Company's working capital needs.
• The GS Entities will receive a non-voting board observer seat on the Surviving Corporation's board, contingent on maintaining at least 50% of their Class A Common Stock ownership as of nine months post-Merger closing.
• Existing senior secured notes issued by Soho House Bond Limited (SHBL) will be repaid upon the Merger's closing.
• Certain GS Funds or their affiliates will provide new debt financing of $100 million to SHBL, an increase from the previously disclosed $75 million, as part of the Merger's new debt financing.

Sentiment

Score: 6

Explanation: The filing outlines expected procedural amendments to a merger-related agreement, including details on future equity funding and debt financing. While it clarifies terms for a major investor and secures additional debt, the potential for significant share redemption by Goldman Sachs entities and the 'reasonable best efforts' nature of the equity raise introduce some uncertainty. Overall, it's a neutral to slightly positive update as it solidifies financing aspects of the merger.

Positives

• The commitment to seek Post-Closing Equity Funding could provide additional capital for the company's future operations.
• The increase in new debt financing from GS Funds to $100 million (from $75 million) indicates continued financial support from a major investor.
• The repayment of existing senior secured notes simplifies the company's debt structure post-merger.

Negatives

• The option for GS Entities to redeem a significant portion of their shares (up to 9,315,972 shares) using post-closing equity funding could lead to a reduction in their long-term equity commitment if exercised.
• The $9.00 per share redemption price is a fixed value, which may not reflect market value at the time of redemption, potentially limiting upside for the GS Entities if the stock performs well.

Risks

• The Company's ability to obtain Post-Closing Equity Funding is subject to 'reasonable best efforts' and market conditions, with no guarantee of success.
• The redemption mechanism for GS Entities' shares could create uncertainty regarding the future equity structure and investor base if a significant portion is redeemed.
• The reliance on new debt financing, even from existing investors, adds to the company's leverage post-merger.

Future Outlook

Soho House & Co Inc. plans to actively seek additional equity funding within nine months following the closing of the Merger. This funding is intended to support working capital needs, with a portion potentially used to redeem shares held by Goldman Sachs entities. The company also anticipates new debt financing from Goldman Sachs affiliates to support the Merger.

Management Comments

• Soho House & Co Inc. (represented by CEO Andrew Carnie) agreed to use its reasonable best efforts to obtain equity funding after the Merger closes through and including nine months following the Closing Date.
• The Board of Directors of the Company will determine in good faith any emergency capital required for working capital needs during the Fundraising Period.

Industry Context

NA

Corporate Governance

Related Party Transactions

• The Goldman Sachs entities (Reporting Persons) are parties to the Rollover Agreement and are designated as 'Reinvestment Stockholders'.
• Certain GS Funds or their affiliates will provide new debt financing of $100 million to Soho House Bond Limited, a wholly-owned subsidiary of Soho House & Co Inc., in connection with the Merger.

Stakeholder Impact

• **Shareholders (especially GS Entities):** The amendment clarifies the terms under which their shares may be redeemed post-merger, providing a potential liquidity event at a fixed price of $9.00 per share, but also potentially reducing their equity stake.
• **Shareholders (general):** The commitment to seek post-closing equity funding could dilute existing shareholders if new shares are issued, but also provides capital for the company.
• **Creditors:** The repayment of existing senior secured notes and the provision of new debt financing by GS Funds will alter the company's debt structure and creditor relationships post-merger.
• **Management/Board:** The board observer right for GS Funds provides an additional layer of oversight from a significant investor.

Next Steps

• The Merger Sub will merge with and into the Company, with the Company surviving the merger, upon the terms and conditions set forth in the Merger Agreement.
• Soho House & Co Inc. will use its reasonable best efforts to obtain Post-Closing Equity Funding during the nine months following the Merger's closing date.
• If Post-Closing Equity Funding is obtained, the Company may redeem Class A Common Stock from GS Entities within three business days of the funding's closing.
• All existing senior secured notes issued by Soho House Bond Limited are to be repaid in connection with the Merger's closing.
• Certain GS Funds or their affiliates will provide $100 million in new debt financing to SHBL as part of the Merger's new debt financing.

Key Dates

Keywords

Soho House, Goldman Sachs, Rollover Agreement, Merger Agreement, Equity Funding, Debt Financing, Class A Common Stock, Share Redemption, Corporate Governance, SEC Filing, Schedule 13D/A