Amendment to Delisting Transaction Statement (Form SC 13E3/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13E-3

RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E)

OF THE SECURITIES EXCHANGE ACT OF 1934

Amendment No. 1

SOHO HOUSE & CO INC.

(Name of the Issuer)

Soho House & Co Inc.

EH MergerSub Inc.

EH Parent LLC

The Yucaipa Companies LLC

Yucaipa American Alliance (Parallel) Fund II, L.P.

Yucaipa American Alliance Fund II, L.P.

Yucaipa American Alliance III, L.P.

Yucaipa Soho Works, Inc.

Global Joint Venture Investment Partners LP

OA3, LLC

Ron Burkle

Richard Caring

Andrew Carnie

Nick Jones

Tom Collins

(Names of Persons Filing Statement)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

586001109

(CUSIP Number of Class of Securities)

(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)

 

With copies to:

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:  ☐

Check the following box if the filing is a final amendment reporting the results of the transaction:  ☐

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction, or passed upon the adequacy or accuracy of the disclosure in this transaction statement on Schedule 13E-3. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS

INTRODUCTION

This Amendment No. 1 to the Transaction Statement on Schedule 13E-3 (as amended hereby, this "Transaction Statement") is being filed with the U.S. Securities and Exchange Commission (the "SEC") pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), jointly by the following persons (each, a "Filing Person," and collectively, the "Filing Persons"): (i) Soho House & Co Inc., a Delaware corporation ("Soho House") and the issuer of Soho House's Class A common stock, par value $0.01 per share (the "Class A Common Stock" and, together with Soho House's Class B common stock, par value $0.01 per share, the "Common Stock"), that is the subject of the Rule 13e-3 transaction; (ii) EH Parent LLC, a Delaware limited liability company ("Parent"); (iii) EH MergerSub Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub" and, together with Parent, the "Buyer Parties"); (iv) The Yucaipa Companies LLC, a Delaware limited liability company ("Yucaipa"); (v) (a) Yucaipa American Alliance Fund II, L.P. ("Fund II"), (b) Yucaipa American Alliance (Parallel) Fund II, L.P. ("Parallel Fund"), (c) Yucaipa American Alliance III, L.P. ("Alliance III"), (d) Yucaipa Soho Works, Inc. ("Soho Fund" and, together with Fund II, Parallel Fund and Alliance III, the "Yucaipa Funds"), (e) Global Joint Venture Investment Partners LP ("Global JV") and (f) OA3, LLC ("OA3" and, together with the Yucaipa Funds and Global JV, the "Yucaipa Filing Parties"); (vi) Mr. Ron Burkle; (vii) Mr. Richard Caring; (viii) Mr. Andrew Carnie; (ix) Mr. Nick Jones; and (x) Mr. Tom Collins.

This Transaction Statement relates to the Agreement and Plan of Merger, dated August 15, 2025 (including all exhibits and documents attached thereto, and as it may be amended, supplemented or modified, from time to time, the "Merger Agreement"), by and among Soho House, Parent and Merger Sub. The Merger Agreement provides that, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into Soho House (the "Merger"), with Soho House surviving the Merger.

Concurrently with the filing of Amendment No. 1 to this Transaction Statement, Soho House is filing its definitive proxy statement (the "Proxy Statement") under Regulation 14A of the Exchange Act with the SEC, pursuant to which Soho House is soliciting proxies from Soho House's stockholders in connection with the Merger. The Proxy Statement is attached hereto as Exhibit 16(a)(2)(i). A copy of the Merger Agreement is attached to the Proxy Statement as Annex A and copies of certain of the other Transaction Agreements (as defined below) and the Letter Agreement Amendment (as defined in the Proxy Statement) are attached to the Proxy Statement as Annexes B through J.

In connection with the Merger Agreement, on August 15, 2025, Soho House also entered into Rollover and Support Agreements with certain of its stockholders (the "Reinvestment Stockholders"), including the Yucaipa Filing Parties and Yucaipa's founder and Soho House's Executive Chairman and a member of the Board of Directors of Soho House (the "Board"), Mr. Ron Burkle; Mr. Nick Jones, Soho House's founder and a member of the Board; Mr. Richard Caring and Mr. Mark Ein, members of the Board; Mr. Andrew Carnie, Soho House's Chief Executive Officer; and Mr. Tom Collins, Soho House's Chief Operating Officer (these agreements, collectively, the "Rollover and Support Agreements"). Pursuant to the Rollover and Support Agreements, the Reinvestment Stockholders agreed to vote all of their shares of Common Stock in favor of the adoption and approval of the Merger Proposal (as defined in the Proxy Statement) and the approval of the Adjournment Proposal (as defined in the Proxy Statement) and against any other proposed action, agreement or transaction involving Soho House that would reasonably be expected to impede, interfere with, materially delay, materially postpone, materially adversely affect or prevent the consummation of the transactions contemplated by the Merger Agreement, subject to certain terms and conditions contained in the Rollover and Support Agreements. In addition, pursuant to the respective Rollover and Support Agreements and subject to the terms and conditions contained therein, certain shares of Common Stock held by each Reinvestment Stockholder (the "Rollover Shares") will remain outstanding and be unaffected by the Merger. In connection with the execution of the Merger Agreement, certain equity investors (the "Equity Investors") have delivered commitment letters (the "Equity Commitment Letters"), pursuant to which they have committed, subject to the terms and conditions thereof, to purchase shares of Merger Sub's common stock, par value $0.01 per share, at or prior to the Effective Time to fund a portion of the consideration to be paid to Soho House's stockholders in connection with the Merger (which shares will be converted into shares of Class A Common Stock in connection with the closing of the Merger).

At the effective time of the Merger (the "Effective Time"), each share of Common Stock issued and outstanding as of immediately prior to the Effective Time (subject to certain exceptions in the Merger Agreement, including with respect to the Rollover Shares held by the Reinvestment Stockholders, which will remain outstanding and be unaffected by the Merger) will be cancelled and extinguished and automatically converted into the right to receive

$9.00 in cash, without interest thereon and subject to applicable withholding taxes (the "Per Share Price"). Following the Merger, the Class A Common Stock will no longer be publicly traded, and Soho House's stockholders (other than the Reinvestment Stockholders) will cease to have any ownership interest in Soho House. Only the Reinvestment Stockholders (with respect to their Rollover Shares), the Equity Investors and any potential Subscription Investors (as defined in the Proxy Statement) will hold ownership interests in Soho House after the closing of the Merger.

Following Soho House's receipt of an offer from a group of potential investors to acquire shares of Class A Common Stock to take Soho House private in December 2024, the Board formed a special committee (the "Special Committee") to evaluate and negotiate the potential transaction and provide a recommendation to the Board as to whether to approve any such transaction. In addition, the Board resolved not to approve or consider approval of any such transaction without the affirmative recommendation of the Special Committee. The Board determined that the Special Committee is composed solely of independent and disinterested members of the Board. The Special Committee, as more fully described in the Proxy Statement, with the assistance of its own independent financial and legal advisors, considered, evaluated and negotiated the Per Share Price and the other terms of the Merger Agreement and the other Transaction Agreements. After careful consideration, the Special Committee, pursuant to resolutions adopted at a meeting of the Special Committee held on August 15, 2025, unanimously: (1) determined that the Merger Agreement and the other Transaction Agreements and the transactions contemplated thereby are advisable, fair to and in the best interests of Soho House and the Unaffiliated Stockholders (as defined below); (2) recommended that the Board approve and declare advisable the Merger Agreement and the other Transaction Agreements and determine that the Merger Agreement and the other Transaction Agreements and the transactions contemplated thereby are fair to, and in the best interests of, Soho House and the Unaffiliated Stockholders; and (3) recommended that the Board submit the Merger Agreement and the other Transaction Agreements to Soho House's stockholders for their adoption and approval, and recommend that Soho House's stockholders vote in favor of the adoption of the Merger Agreement and approval of the other Transaction Agreements. The "Unaffiliated Stockholders" means the stockholders of Soho House other than: (1) any of the Buyer Parties, the Equity Investors or any Subscription Investors; (2) any of the Reinvestment Stockholders; (3) any members of the Board; (4) any person that Soho House has determined to be an "officer" of Soho House within the meaning of Rule 16a-1(f) of the Exchange Act; and (5) any affiliates or associates (as defined pursuant to Section 12b-2 of the Exchange Act) of any of the persons described in subclauses (1) to (5). The "Transaction Agreements" means the Merger Agreement, the Rollover and Support Agreements, the Equity Commitment Letters, the Rollover Side Letters, the Regulatory Letter Agreement, the Debt Commitment Letters, the Yucaipa Fee Agreement, the MCR Side Letter, the Bruce Group Side Letter, the Letter Agreement between Mr. Ron Burkle and Mr. Nick Jones and the Voting Agreement (each, as defined in the Proxy Statement).

The Board, acting on the unanimous recommendation of the Special Committee, unanimously: (1) determined that the Merger Agreement and the other Transaction Agreements, and the consummation of the Merger and other transactions contemplated thereby, are fair to, and in the best interests of, Soho House and its stockholders, including the Unaffiliated Stockholders; (2) approved and declared advisable the Merger Agreement and the other Transaction Agreements and the transactions contemplated thereby; (3) directed that the adoption of the Merger Agreement and approval of the other Transaction Agreements be submitted to a vote of Soho House's stockholders; and (4) recommended that Soho House's stockholders vote in favor of the adoption of the Merger Agreement and approval of the other Transaction Agreements.

The Merger cannot be consummated without the affirmative vote of (1) the holders of shares of Common Stock representing a majority of the voting power of the outstanding Common Stock entitled to vote thereon and (2) the holders of shares of Common Stock representing a majority of the votes cast by the Unaffiliated Stockholders.

Pursuant to General Instruction F to Schedule 13E-3, the information in the Proxy Statement, including all annexes thereto, is expressly incorporated by reference herein in its entirety, and responses to each item herein are qualified in their entirety by the information contained in the Proxy Statement. The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3.

SCHEDULE 13E-3 ITEMS

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of Soho House during its regular business hours by any interested equity security holder of Soho House or representative who has been so designated in writing. The reports, opinions or appraisals referenced in this Item 9 will be transmitted by Soho House to any interested equity security holder of Soho House or representative who has been so designated in writing upon written request and at the expense of the requesting security holder.

The following exhibits are filed herewith:

SIGNATURES

After due inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: December 11, 2025