MCR Hotels will acquire the remaining shares in the hotel and membership club Soho House & Co., a deal that would take the club private. MCR Chairman and CEO Tyler Morse will join the company’s board of directors as vice chairman. SHCO Executive Chairman Ron Burkle and the Yucaipa Companies will roll their controlling equity interests in the company and retain majority control of the business.
“MCR’s investment in Soho House represents a strategic opportunity to combine our operational expertise with one of the most distinctive brands in hospitality," Morse said in a statement. "Our shared goal is to safeguard the member experience, drive sustainable international growth for House members, and protect and expand the cultural and creative foundation that has made Soho House a global industry leader. Together, we are confident in our ability to deliver long-term value for members, employees and shareholders alike.”
MCR will pay shareholders “$9 per share in cash, an 83 percent premium to the unaffected share price.” The acquisition price per share is a 17.8 percent premium on Soho House’s share price at press time of $7.64 per share. The deal values the London-based firm at $2.7 billion.
Funds affiliated with global alternative asset manager Apollo are supporting the deal with a hybrid capital solution. Additionally, new equity capital will be provided by a consortium of strategic investors led by prominent technology investor Ashton Kutcher, who will also join the company’s board of directors following completion of the transaction.
Existing significant shareholders including Richard Caring, Nick Jones and Goldman Sachs Alternatives, will roll the majority of their shares of the common stock of the company. Goldman Sachs Alternatives is also committing additional capital. Hybrid Capital at Goldman Sachs Alternatives has been invested in Soho House since 2021 and will continue to support the business through this transaction.
Soho House also announced that its new chief financial officer is Neil Thomson, replacing Thomas Allen.
Soho House has 46 hotels branded under Soho House, as well as three The Ned hotels and two Scorpios Beach Club properties in Mykonos and Bodrum, among its other real estate portfolio interests. The company's hotel portfolio includes properties in the United Kingdom, Brazil, Canada, Denmark, France, Germany, Greece, Hong Kong, India, Israel, Italy, Japan, Mexico, The Netherlands, Saint Vincent & The Grenadines, Spain, Sweden, Thailand, Turkey and the U.S.
MCR’s portfolio includes assets such as the TWA Hotel at JFK Airport, The High Line Hotel and the Gramercy Park Hotel in New York City and the BT Tower in London. MCR’s cloud-based hospitality software assets include property management system Stayntouch and hotel operations software Optii.
“This transaction reflects the strong confidence our existing and incoming shareholders have in the future of Soho House & Co., and the transformation we’ve led since becoming a public company," Soho House & Co. CEO Andrew Carnie said. "Since our IPO in 2021, we’ve focused on building a stronger, more resilient business. Against a backdrop of challenging economic conditions and global uncertainty, from 2022-2024 we delivered consistent, disciplined growth with revenue increasing at an average annual rate of double digit growth, and Adjusted EBITDA growing at over 50% annually during the same period.”
“We’ve expanded our global footprint, welcoming new members into Houses in creative and culturally important cities such as São Paulo, Mexico City, Nashville, and Paris — while continuing to build strong connections with members and invest in Houses that we’ve called home for many years. Behind the scenes, we’ve embarked on a significant transformation of our finance and operational systems, giving us the tools to scale efficiently and position the business for long-term success.”
The proposed transaction is expected to close by the end of 2025, subject to regulatory approvals and other closing conditions, including the approval of the transaction by a majority of the votes cast by stockholders other than the new investors, the rollover stockholders, the company’s directors and executive officers and their respective affiliates.
Upon completion of the proposed transaction, SHCO’s common stock will cease trading on the New York Stock Exchange.