Soho House & Co has concluded definitive agreements for a comprehensive take-private transaction valued at approximately $2.7 billion enterprise value. The global membership platform finalises agreements with hotel giant MCR and investor consortium, marking a significant transition from public markets amid record growth trajectory and international expansion plans.
The deal sees hotel operator MCR, led by Chairman Tyler Morse, acquiring outstanding shares not held by existing major stakeholders, whilst Executive Chairman Ron Burkle and Yucaipa Companies retain their controlling position.
The transaction offers shareholders $9 (£7.20) per share in cash, representing an 83% premium over the closing price on 18 December 2024. This substantial valuation reflects the company’s transformation since its 2021 initial public offering, during which period the organisation achieved double-digit revenue growth annually and expanded Adjusted EBITDA by over 50% year-on-year through 2024.
Aligning with MCR to Drive Scale and Innovation
MCR brings considerable operational credentials to the arrangement, ranking as America’s third-largest hotel owner-operator. The company’s portfolio encompasses prestigious properties including the TWA Hotel at JFK Airport, The High Line Hotel, Gramercy Park Hotel, and London’s BT Tower. Beyond physical assets, MCR operates sophisticated technology platforms through Stayntouch property management systems and Optii operational software.
The partnership positions both organisations to leverage complementary strengths across their respective networks. MCR’s recognition by Travel + Leisure and Condé Nast Traveler, alongside its designation as one of Fast Company’s most innovative travel companies, aligns with the membership platform’s creative positioning. Tyler Morse will assume the Vice Chairman role on the board following transaction completion.
“Soho House is a place of creative connection, where freedom of expression and character thrive. All of us at MCR are excited to be part of the Soho House journey, helping to create more experiences, interactions and memories alongside friends and members. We have long admired Soho House for bringing together cultures from around the world into a global network of 46 Houses, and we look forward to the continued growth of that fabric, starting with four new Houses opening soon.” Tyler Morse, Chairman & CEO of MCR
For Soho House, the alignment with MCR signals more than financial backing. It suggests a pivot toward a more tech-enabled, diversified hospitality model, anchored in MCR’s ability to pair heritage properties with operational efficiency. Morse will take a Vice Chairman role on the board following completion, bringing both scale and sector expertise.
Layered Capital Backing Fuels Long-Term Strategy
Apollo Funds provide hybrid capital solutions combining debt and equity components, with proceeds earmarked for refinancing existing Senior Secured Notes. There will also be participation from a technology investor consortium led by Ashton Kutcher, who will join the board post-completion.
Existing shareholders Richard Caring, Nick Jones, and Goldman Sachs Alternatives will roll forward majority shareholdings whilst Goldman Sachs Alternatives commits additional capital. The investment firm has maintained its position since 2021 and continues supporting the business through this transition phase.
Building Resilience for Global Expansion
Chief Executive Andrew Carnie emphasised the company’s systematic approach to building operational resilience during challenging economic conditions. The organisation has undertaken comprehensive finance and operational system upgrades, establishing infrastructure capable of supporting efficient scaling and long-term growth objectives.
Global expansion continues with new locations in São Paulo, Mexico City, Nashville, and Paris, extending the network to 46 Houses worldwide. Four additional properties are scheduled to open shortly, demonstrating the platform’s sustained development momentum despite broader market uncertainties.
“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.” Andrew Carnie, CEO of Soho House & Co
Path to Completion
The transaction requires approval from a majority of votes cast by stockholders excluding new investors, rollover shareholders, directors, executive officers, and their affiliates. Regulatory approvals and standard closing conditions must be satisfied before the anticipated completion by end-2025. Upon finalisation, the company’s shares will cease trading on the New York Stock Exchange.
For Soho House, the move is less an exit than a recalibration, an opportunity to refine its identity as a global cultural brand while leveraging private capital to accelerate its evolution into a broader hospitality and lifestyle ecosystem.