الإحصائيات الأساسية
| LEI | 213800XNSPPBRF2E5A41 |
| CIK | 1846510 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Soho House & Co Inc.
SEC Filings (Chronological Order)
توفر هذه الصفحة قائمة كاملة ومرتبة ترتيبًا زمنيًا لتصريحات هيئة الأوراق المالية والبورصات، باستثناء تصريحات الملكية التي نقدمها في مكان آخر.
| August 18, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pr |
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| August 18, 2025 |
EX-99.1 Exhibit 99.1 Soho House & Co Inc. Signs Definitive Take-Private Agreement Shareholders to receive $9.00 per share in cash, an 83% premium to the unaffected share price Existing shareholders including Ron Burkle and Yucaipa to roll controlling equity interest in the Company MCR Investors to make meaningful new money investment. Apollo to provide financing through a customized hybrid capital |
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| August 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2025 Soho House & Co Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40605 86-3664553 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| August 18, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| August 18, 2025 |
EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among EH PARENT LLC, SOHO HOUSE & CO INC. and EH MERGERSUB INC. Dated as of August 15, 2025 TABLE OF CONTENTS Article I DEFINITIONS & INTERPRETATIONS 2 1.1 Certain Definitions 2 1.2 Additional Definitions 14 1.3 Certain Interpretations 16 Article II THE MERGER 19 2.1 The Merger 19 2.2 The Effective Time 19 2.3 The Closing 19 2.4 Effect of the |
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| August 18, 2025 |
EX-99.2 Exhibit 99.2 Soho House & Co Announces CFO Transition; Hospitality Industry Veteran, Neil Thomson, Named New Chief Financial Officer Soho House & Co (NYSE: SHCO), today announced the appointment of Mr. Neil Thomson as the Company’s new Chief Financial Officer, effective August 18, 2025. Mr. Thomson, who will be based in the Company’s London Head Office, will succeed Mr. Thomas Allen, who w |
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| August 18, 2025 |
ROLLOVER AND SUPPORT AGREEMENT EX-10.1 Exhibit 10.1 ROLLOVER AND SUPPORT AGREEMENT ROLLOVER AND SUPPORT AGREEMENT (this “Agreement”), dated as of August 15, 2025, by and between Soho House & Co Inc., a Delaware corporation (the “Company”) and each of the stockholders of the Company listed on Schedule 1 attached hereto as holding the “Owned Shares” and “Rollover Shares” listed thereon (each, a “Reinvestment Stockholder” and coll |
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| August 18, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pr |
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| August 18, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2025 Soho House & Co Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40605 86-3664553 (State or Other Jurisdiction of Incorporation) (Commi |
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| August 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 29, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40605 Soho House & Co Inc. |
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| August 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2025 Soho House & Co Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40605 86-3664553 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| August 8, 2025 |
Soho House & Co Inc. Announces Second Quarter 2025 Results Exhibit 99.1 Investor Relations [email protected] Media and Press [email protected] Soho House & Co Inc. Announces Second Quarter 2025 Results LONDON, U.K. August 8, 2025— Soho House & Co Inc. (NYSE: SHCO) (“SHCO,” “Company,” “we” or “our”), a global membership platform that connects a vibrant, diverse, and global group of members, today announced results for the second quarter ended June 29, |
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| June 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2025 Soho House & Co Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40605 86-3664553 (State or Other Jurisdiction of Incorporation) (Commission File |
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| May 9, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2025 Soho House & Co Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40605 86-3664553 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| May 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40605 Soho House & Co Inc. |
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| May 9, 2025 |
Soho House & Co Inc. Announces First Quarter 2025 Results Exhibit 99.1 Investor Relations [email protected] Media and Press [email protected] Soho House & Co Inc. Announces First Quarter 2025 Results LONDON, U.K. May 9, 2025— Soho House & Co Inc. (NYSE: SHCO) (“SHCO,” “Company,” “we” or “our”), a global membership platform that connects a vibrant, diverse, and global group of members, today announced results for the first quarter ended March 30, 202 |
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| April 28, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under § 240. |
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| April 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material under § 240. |
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| March 31, 2025 |
Soho House & Co Inc. Announces Fourth Quarter and Fiscal Year 2024 Results Exhibit 99.1 Investor Relations [email protected] Media and Press [email protected] Soho House & Co Inc. Announces Fourth Quarter and Fiscal Year 2024 Results LONDON, U.K. March 31, 2025— Soho House & Co Inc. (NYSE: SHCO) (“SHCO,” “Company,” “we” or “our”), a global membership platform that connects a vibrant, diverse, and global group of members, today announced results for the fourth quarte |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 29, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40605 Soho House & Co |
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| March 31, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2025 Soho House & Co Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40605 86-3664553 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| March 31, 2025 |
Soho House & Co Inc. Policy on Recoupment of Incentive Compensation Exhibit 97.1 SOHO HOUSE & CO INC. POLICY ON RECOUPMENT OF INCENTIVE COMPENSATION Introduction The Board of Directors (the “Board”) of Soho House & Co Inc. (the “Company”) has adopted this Policy on Recoupment of Incentive Compensation (this “Policy”), which provides for the recoupment of compensation in certain circumstances in the event of a restatement of financial results by the Company. This P |
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| March 14, 2025 |
SEC FILE NUMBER 001-40605 CUSIP NUMBER 586001109 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 24, 2025 |
Exhibit 10.1 Execution Version AMENDMENT LETTER To: Global Loan Agency Services Limited as Agent under the RCF Agreement (as defined below) (the “Agent”) From: Soho House Bond Limited (the “Company”) and the other Obligors under the RCF Agreement 21 February 2025 Dear all, Revolving facility agreement originally dated 5 December 2019 and made between, amongst others, Soho House & Co Limited as P |
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| February 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2025 Soho House & Co Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40605 86-3664553 (State or Other Jurisdiction of Incorporation) (Commission |
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| December 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 29, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40605 Soho House & Co Inc. |
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| December 19, 2024 |
Soho House & Co Inc. Announcement on offer from a third-party consortium to acquire the Company Exhibit 99.2 Soho House & Co Inc. Announcement on offer from a third-party consortium to acquire the Company December 19, 2024 LONDON-(BUSINESS WIRE)-Soho House & Co Inc. (NYSE: SHCO) Earlier this week, the Board of Directors of Soho House & Co Inc. (the “Company”) received an offer from a new third-party consortium to acquire the Company for $9.00 per share, representing a premium of 83% to the c |
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| December 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2024 Soho House & Co Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40605 86-3664553 (State or Other Jurisdiction of Incorporation) (Commission |
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| December 19, 2024 |
Soho House & Co Inc. Announces Third Quarter 2024 Results Exhibit 99.1 Investor Relations [email protected] Media and Press [email protected] Soho House & Co Inc. Announces Third Quarter 2024 Results LONDON, U.K. December 19, 2024— Soho House & Co Inc. (NYSE: SHCO) (“SHCO,” “Company,” “we” or “our”), a global membership platform that connects a vibrant, diverse, and global group of members, today announced results for the third quarter ended Septemb |
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| November 21, 2024 |
Soho House & Co Inc. Update on Expected Timing of Third Quarter 2024 Results and Investor Day Exhibit 99.1 Soho House & Co Inc. Update on Expected Timing of Third Quarter 2024 Results and Investor Day November 21, 2024 4:30 PM Eastern Standard Time LONDON-(BUSINESS WIRE)-Soho House & Co Inc. (NYSE: SHCO) (the “Company”) announces that it currently expects to file its Form 10-Q for the 13-week and 39-week periods ended Sept 29, 2024 (the “Third Quarter 10-Q”) in mid-December 2024. The Compa |
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| November 21, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2024 Soho House & Co Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40605 86-3664553 (State or Other Jurisdiction of Incorporation) (Commission |
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| November 6, 2024 |
SEC FILE NUMBER 001-40605 CUSIP NUMBER 586001109 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 30, 2024 |
SHCO / Soho House & Co Inc. / Pelham Capital Ltd. Passive Investment SC 13G/A 1 formsc13ga-soho.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Soho House & Co Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 586001109 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check |
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| August 9, 2024 |
Soho House & Co Inc. Announces Second Quarter 2024 Results Exhibit 99.1 Investor Relations [email protected] Media and Press [email protected] Soho House & Co Inc. Announces Second Quarter 2024 Results LONDON, U.K. August 09, 2024— Soho House & Co Inc. (NYSE: SHCO) (“SHCO,” “Company,” “we” or “our”), a global membership platform that connects a vibrant, diverse, and global group of members, today announced results for the second quarter ended June 30 |
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| August 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40605 Soho House & Co Inc. |
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| August 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2024 Soho House & Co Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40605 86-3664553 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| June 25, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2024 Soho House & Co Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40605 86-3664553 (State or Other Jurisdiction of Incorporation) (Commission File |
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| June 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material under §240. |
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| May 31, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2024 Soho House & Co Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40605 86-3664553 (State or Other Jurisdiction of Incorporation) (Commission File |
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| May 31, 2024 |
Soho House & Co Inc. Announcement Exhibit 99.1 Investor Relations [email protected] Media and Press [email protected] Soho House & Co Inc. Announcement LONDON, U.K. May 31, 2024 — Soho House & Co Inc. (NYSE: SHCO) (“Company”) today issued the following statement. As previously announced, the Board of Directors of the Company established an independent Special Committee of the Board (the “Special Committee”) in the fall of 202 |
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| May 10, 2024 |
Soho House & Co Inc. Announces First Quarter 2024 Results Exhibit 99.1 Investor Relations [email protected] Media and Press [email protected] Soho House & Co Inc. Announces First Quarter 2024 Results LONDON, U.K. May 10, 2024— Soho House & Co Inc. (NYSE: SHCO) (“SHCO,” “Company,” “we” or “our”), a global membership platform that connects a vibrant, diverse, and global group of members, today announced results for the first quarter ended March 31, 20 |
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| May 10, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2024 Soho House & Co Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40605 86-3664553 (State or Other Jurisdiction of Incorporation) (Commission File |
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| May 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40605 Soho House & Co Inc. |
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| April 29, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under § 240. |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material under § 240. |
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| April 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2024 Soho House & Co Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40605 86-3664553 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| March 18, 2024 |
SEC FILE NUMBER 001-40605 CUSIP NUMBER 586001109 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 18, 2024 |
Exhibit 10.17 From: Mark Wadhwa and Timothy Robinson (“MWTR”) For and on behalf of the Issuer(s) Mark Wadhwa Timothy Joicey Robinson Marshall Street Regeneration Limited The Vinyl Factory Limited Fineyork Limited Brighton Seafront Regeneration Limited and Vinyl Factory Torstrasse 1 Berlin S.à.r.l To: Soho Works Limited (“SWL”) Dated: March 15, 2024 Dear SWL, Amendment to the £40,000,000 Facility A |
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| March 18, 2024 |
Soho House & Co Inc. Policy on Recoupment of Incentive Compensation Exhibit 97.1 SOHO HOUSE & CO INC. POLICY ON RECOUPMENT OF INCENTIVE COMPENSATION Introduction The Board of Directors (the “Board”) of Soho House & Co Inc. (the “Company”) has adopted this Policy on Recoupment of Incentive Compensation (this “Policy”), which provides for the recoupment of compensation in certain circumstances in the event of a restatement of financial results by the Company. This P |
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| March 18, 2024 |
March 18, 2024 Dear Shareholders This is my first note to shareholders since we bought control of the company over a decade ago. |
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| March 18, 2024 |
Employment Agreement of Thomas Allen, dated September 29, 2022 Exhibit 10.3 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), by and between Soho House Beach House LLC (the “Company”) and Thomas Allen of 2601 Granada Blvd, Coral Gables, FL. 33134 (“You” or “Your”) (the Company and You each a “Party”, and collectively the “Parties”), is entered into and effective as of June 23, 2022 (the “Effective Date”).1 WHEREAS, the Comp |
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| March 18, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2024 Soho House & Co Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40605 86-3664553 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| March 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40605 Soho House & Co |
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| March 15, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2024 Soho House & Co Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40605 86-3664553 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| March 15, 2024 |
Soho House & Co Inc. Announces Fourth Quarter and Fiscal Year 2023 Results Exhibit 99.1 Investor Relations [email protected] Media and Press [email protected] Soho House & Co Inc. Announces Fourth Quarter and Fiscal Year 2023 Results LONDON, U.K. March 15, 2024— Soho House & Co Inc. (NYSE: SHCO) (“SHCO,” “Company,” “we” or “our”), a global membership platform that connects a vibrant, diverse, and global group of members, today announced results for the fourth quarte |
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| February 13, 2024 |
SHCO / Soho House & Co Inc. / LANSDOWNE PARTNERS (UK) LLP Passive Investment SC 13G 1 d1098093113g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. SOHO HOUSE & CO., INC. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 586001109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appro |
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| February 9, 2024 |
EX-99.A 2 ef20019693ex99-a.htm EXHIBIT A EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A Common Stock of Soho House & Co Inc. dated as of February 9, 2024 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accor |
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| February 9, 2024 |
Soho House & Co Inc. Announcement Exhibit 99.1 Investor Relations [email protected] Media and Press [email protected] Soho House & Co Inc. Announcement LONDON, U.K. FEBRUARY 9, 2024 — Soho House & Co Inc. (NYSE: SHCO) (“Company”) today issued the following announcement. Soho House & Co Inc. fundamentally rejects the recent report published by GlassHouse Research, which contains factual inaccuracies, analytical errors, and fal |
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| February 9, 2024 |
SHCO / Soho House & Co Inc. / YUCAIPA AMERICAN ALLIANCE FUND II LP - SC 13 G/A Passive Investment SC 13G/A 1 ef20019693sc13ga.htm SC 13 G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Soho House & Co Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 586001109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Stateme |
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| February 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2024 Soho House & Co Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40605 86-3664553 (State or Other Jurisdiction of Incorporation) (Commission F |
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| January 18, 2024 |
SHCO / Soho House & Co Inc. / Pelham Capital Ltd. Passive Investment SC 13G/A 1 formsc13ga-soho.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Soho House & Co Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 586001109 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check t |
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| December 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2023 Soho House & Co Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40605 86-3664553 (State or Other Jurisdiction of Incorporation) (Commission F |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2023 Soho House & Co Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40605 86-3664553 (State or Other Jurisdiction of Incorporation) (Commission |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 1, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40605 Soho House & Co Inc. |
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| November 13, 2023 |
Exhibit 10.1 DATED 6 NOVEMBER 2023 SOHO HOUSE UK LIMITED and THOMAS COLLINS SERVICE AGREEMENT CONTENTS Clause Page 1. DEFINITIONS AND INTERPRETATION 1 2. APPOINTMENT 5 3. TERM 5 4. DUTIES 5 5. CODE OF CONDUCT 8 6. PLACE OF WORK 9 7. HOURS OF WORK 9 8. INSIDE INFORMATION 9 9. REMUNERATION AND EXPENSES 9 10. BONUS 11 11. Equity INCENTIVE SCHEME 12 12. CLAWBACK 12 13. WITHHOLDING and statutory filing |
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| November 13, 2023 |
Soho House & Co Inc. Announces Third Quarter 2023 Results Exhibit 99.1 Investor Relations [email protected] Media and Press [email protected] Soho House & Co Inc. Announces Third Quarter 2023 Results LONDON, U.K. November 10, 2023— Soho House & Co Inc. (NYSE: SHCO) (“SHCO,” “Company,” “we” or “our”), a global membership platform that connects a vibrant, diverse, and global group of members, today announced results for the third quarter ended October |
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| November 13, 2023 |
Soho House & Co Promotes Tom Collins to Chief Operating Officer Exhibit 99.1 Soho House & Co Promotes Tom Collins to Chief Operating Officer Soho House & Co Inc. (NYSE: SHCO) (“Soho House & Co.,” or “the business”) has today announced that Tom Collins, who was previously Soho House & Co.’s UK, Europe and Asia Managing Director, has been appointed to the role of Chief Operating Officer effective November 1, 2023. Prior to his current role, Tom has held a number |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2023 Soho House & Co Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40605 86-3664553 (State or Other Jurisdiction of Incorporation) (Commission F |
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| October 4, 2023 |
SHCO / Soho House & Co Inc Class A / Pelham Capital Ltd. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Soho House & Co Inc. (f/k/a Membership Collective Group Inc.) (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 586001109 (CUSIP Number) September 30, 2023 (Date of Event which Requires Filing of this Stateme |
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| August 31, 2023 |
Exhibit 24 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of James Neal, Louis Redman and Benedict Nwaeke, or any of them acting individually, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U. |
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| August 11, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2023 Soho House & Co Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40605 86-3664553 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| August 11, 2023 |
Soho House & Co Inc. Announces Second Quarter 2023 Results Exhibit 99.1 Investor Relations [email protected] Media and Press [email protected] Soho House & Co Inc. Announces Second Quarter 2023 Results LONDON, U.K. August 11, 2023— Soho House & Co Inc. (NYSE: SHCO) (“SHCO,” “Company,” “we” or “our”), a global membership platform that connects a vibrant, diverse, and global group of members, today announced results for the second quarter ended July 2, |
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| August 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 2, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40605 Soho House & Co Inc. |
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| July 19, 2023 |
Exhibit 24 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of James Neal, Louis Redman and Benedict Nwaeke, or any of them acting individually, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U. |
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| June 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2023 Soho House & Co Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40605 86-3664553 (State or Other Jurisdiction of Incorporation) (Commission File |
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| May 12, 2023 |
Exhibit 10.1 LOAN AGREEMENT Dated as of May 11, 2023 Among BEACH HOUSE OWNER, LLC, as Borrower and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION and CITI REAL ESTATE FUNDING INC., collectively, as Lender Soho House Beach House (Miami) TABLE OF CONTENTS Page ARTICLE I – DEFINITIONS; PRINCIPLES OF CONSTRUCTION 1 Section 1.1 Definitions 1 Section 1.2 Principles of Construction 42 ARTICLE II – GENERAL TER |
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| May 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 2, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40605 Soho House & Co Inc. |
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| May 12, 2023 |
Soho House & Co Announces First Quarter 2023 Results Exhibit 99.1 Investor Relations [email protected] Media and Press [email protected] Soho House & Co Announces First Quarter 2023 Results LONDON, U.K. May 12, 2023— Soho House & Co Inc. (NYSE: SHCO) (“SHCO,” “Company,” “we” or “our”), a global membership platform that connects a vibrant, diverse, and global group of members, today announced results for the first quarter ended April 2, 2023. Fi |
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| May 12, 2023 |
Exhibit 10.2 DATED 12 May 2023 SOHO HOUSE UK LIMITED and NICHOLAS KEITH ARTHUR JONES SERVICE AGREEMENT CONTENTS Clause Page 1. DEFINITIONS AND INTERPRETATION 1 2. APPOINTMENT 5 3. TERM 5 4. DUTIES 5 5. CODE OF CONDUCT 8 6. PLACE OF WORK 8 7. HOURS OF WORK 9 8. INSIDE INFORMATION 9 9. REMUNERATION AND EXPENSES 9 10. INCENTIVE 10 11. Equity INCENTIVE SCHEME 11 12. CLAWBACK 11 13. WITHHOLDING 11 14. |
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| May 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2023 Soho House & Co Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40605 86-3664553 (State or Other Jurisdiction of Incorporation) (Commission File |
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| April 28, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under § 240. |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material under Sec. |
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| March 28, 2023 |
SHCO / Soho House & Co Inc Class A / GOLDMAN SACHS GROUP INC - SC 13D/A Activist Investment SC 13D/A March 23, 2023 CONFIDENTIAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2023 Soho House & Co Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40605 86-3664553 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| March 20, 2023 |
Certificate of Amendment and Restated Certificate of Incorporation of Soho House & Co Inc Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF Membership Collective Group Inc. Membership Collective Group Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) hereby certifies as follows: 1. The original Certificate of Incorporation of the Corporation was filed with the Office of the Secretary of State of the State of Del |
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| March 20, 2023 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF SOHO HOUSE & CO INC. (Adopted as of March 20, 2023) ARTICLE I OFFICES Section 1.01 Registered Office. The address of the registered office of Soho House & Co Inc. (hereinafter the “Corporation”) in the State of Delaware, and the name of its registered agent at such address, shall be as set forth in the Second Amended and Restated Certificate of Incorporat |
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| March 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2023 Membership Collective Group Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40605 86-3664553 (State or Other Jurisdiction of Incorporation) (Com |
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| March 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 1, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40605 Membership Collec |
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| March 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2023 Membership Collective Group Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40605 86-3664553 (State or Other Jurisdiction of Incorporation) (Com |
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| March 8, 2023 |
Exhibit 10.21 From: Mark Wadhwa and Timothy Robinson (“MWTR”) For and on behalf of the Issuer(s) Mark Wadhwa Timothy Joicey Robinson Marshall Street Regeneration Limited The Vinyl Factory Limited Fineyork Limited Brighton Seafront Regeneration Limited and Vinyl Factory Torstrasse 1 Berlin S.à.r.l To: Soho Works Limited (“SWL”) Dated: 3 March 2023 Dear SWL, Amendment to the £40,000,000 Facility Agr |
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| March 8, 2023 |
Membership Collective Group Announces Fourth Quarter and Fiscal Year 2022 Results Exhibit 99.1 Investor Relations [email protected] Media and Press [email protected] Membership Collective Group Announces Fourth Quarter and Fiscal Year 2022 Results LONDON, U.K. March 8, 2023— Membership Collective Group Inc. (NYSE: MCG) (“MCG,” “Company,” “we” or “our”), a global membership platform that connects a vibrant, diverse, and global group of members, t |
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| February 14, 2023 |
EX-99.A 2 brhc10046875ex99-a.htm EXHIBIT A EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A Common Stock of Membership Collective Group Inc. dated as of February 14, 2023 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant |
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| February 14, 2023 |
SC 13G/A 1 brhc10046875sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Membership Collective Group Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 586001109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of |
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| February 14, 2023 |
MCG / Membership Collective Group Inc. / BAMCO INC /NY/ - NONE Passive Investment SC 13G/A 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* Membership Collective Group Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 586001109 (CUSIP Number) Calendar Year 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box |
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| February 10, 2023 |
SC 13G/A 1 t60869533.htm SCHEDULE 13G/A, AMENDMENT #1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Membership Collective Group Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 586001109 (CUSIP Number) December 31, 2022 (Date of Event Which Require |
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| February 8, 2023 |
MCG / Membership Collective Group Inc. / LANSDOWNE PARTNERS (UK) LLP Passive Investment SC 13G 1 d993950813g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. MEMBERSHIP COLLECTIVE GROUP INC. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 586001109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check th |
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| February 7, 2023 |
MCG / Membership Collective Group Inc. / Pelham Capital Ltd. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Membership Collective Group Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 586001109 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box |
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| December 16, 2022 |
December 16, 2022 VIA EDGAR SUBMISSION United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N. |
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| November 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2022 Membership Collective Group Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40605 86-3664553 (State or Other Jurisdiction of Incorporation) |
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| November 16, 2022 |
Exhibit 10.5 SOHO HOUSE UK LIMITED and MARTIN KUCZMARSKI SETTLEMENT DEED IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" 4885-9651-4101v.3" "" CONTENTS 1. INTERPRETATION 2 2. ARRANGEMENTS ON TERMINATION 4 3. PENSION 7 4. WAIVER OF CLAIMS 7 5. EMPLOYEE INDEMNITIES 9 6. COMPANY PROPERTY AND INFORMATION 9 7. EMPLOYEE WARRANTIES AND ACKNOWLEDGMENTS 10 8. RESTRICTIVE COVENANTS, CONF |
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| November 16, 2022 |
Exhibit 10.3 AMENDMENT TO RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE MEMBERSHIP COLLECTIVE GROUP, INC. 2021 EQUITY AND INCENTIVE PLAN WHEREAS, Membership Collective Group, Inc. (the “Company”) previously made a grant of restricted stock units to the undersigned (the “Holder”) pursuant to the terms and conditions of the Membership Collective Group, Inc. 2021 Equity and Incentive Plan (the “Pla |
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| November 16, 2022 |
MEMBERSHIP COLLECTIVE GROUP ANNOUNCES LEADERSHIP TEAM CHANGES Exhibit 99.2 Investor Relations [email protected] Media and Press [email protected] MEMBERSHIP COLLECTIVE GROUP ANNOUNCES LEADERSHIP TEAM CHANGES LONDON, U.K. Nov. 16, 2022— Membership Collective Group Inc. (NYSE: MCG) (“MCG,” “Company,” “we” or “our”), a global membership platform that connects a vibrant, diverse and global group of members, today announced change |
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| November 16, 2022 |
Exhibit 10-4 This agreement is dated 28 September 2022 Parties (1) Soho House UK Limited incorporated and registered in England and Wales with company number 02864389 whose registered office is at 180 The Strand, London, United Kingdom, WC2R 1EA (Client); and (2) The individual set out in Schedule 1 (Consultant). |
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| November 16, 2022 |
Exhibit 10.1 AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENT UNDER THE MEMBERSHIP COLLECTIVE GROUP, INC. 2021 EQUITY AND INCENTIVE PLAN WHEREAS, Membership Collective Group, Inc. (the “Company”) previously made a grant of a restricted stock award to the undersigned (the “Holder”) pursuant to the terms and conditions of the Membership Collective Group, Inc. 2021 Equity and Incentive Plan (the “Plan”) |
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| November 16, 2022 |
Restricted Stock Unit Award Agreement, dated as of September 28, 2022. Exhibit 10.2 MEMBERSHIP COLLECTIVE GROUP, INC. 2021 Equity and Incentive Plan Restricted Stock Unit Award Agreement Membership Collective Group, Inc., a Delaware corporation (the “Company”), hereby grants to Martin Kuczmarski (the “Holder”) as of 28 September 2022 (the “Grant Date”), pursuant to the provisions of the Membership Collective Group, Inc. 2021 Equity and Incentive Plan (the “Plan”), a |
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| November 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 2, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40605 Membership Collective Group Inc. |
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| November 16, 2022 |
Membership Collective Group Announces Third Quarter 2022 Results Exhibit 99.1 Investor Relations [email protected] Media and Press [email protected] Membership Collective Group Announces Third Quarter 2022 Results LONDON, U.K. November 16, 2022— Membership Collective Group Inc. (NYSE: MCG) (“MCG,” “Company,” “we” or “our”), a global membership platform that connects a vibrant, diverse, and global group of members, today announce |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 Membership Collective Group Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40605 86-3664553 (State or Other Jurisdiction of Incorporation) |
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| November 10, 2022 |
Exhibit 10.1 AMENDMENT LETTER To: Global Loan Agency Services Limited as Agent under the RCF Agreement (as defined below) (the ?Agent?) From: Soho House Bond Limited (the ?Company?) and the other Obligors under the RCF Agreement 10 November 2022 Dear all, Revolving facility agreement originally dated 5 December 2019 and made between, amongst others, Soho House & Co Limited as Parent, Soho House Bo |
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| September 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 23, 2022 Membership Collective Group Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40605 86-3664553 (State or Other Jurisdiction of Incorporation) |
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| August 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 3, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40605 Membership Collective Group Inc. |
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| August 17, 2022 |
Membership Collective Group Announces Second Quarter 2022 Results Exhibit 99.1 Investor Relations [email protected] Media and Press [email protected] Membership Collective Group Announces Second Quarter 2022 Results LONDON, U.K. August 17, 2022? Membership Collective Group Inc. (NYSE: MCG) (?MCG,? ?Company,? ?we? or ?our?), a global membership platform of physical and digital spaces that connects a vibrant, diverse, and global gr |
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| August 17, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 17, 2022 Membership Collective Group Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40605 86-3664553 (State or Other Jurisdiction of Incorporation) (C |
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| June 24, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2022 Membership Collective Group Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40605 86-3664553 (State or Other Jurisdiction of Incorporation) (Com |
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| May 25, 2022 |
MEMBERSHIP COLLECTIVE GROUP APPOINTS THOMAS ALLEN AS CHIEF FINANCIAL OFFICER Exhibit 99.1 Investor Relations [email protected] Media and Press [email protected] MEMBERSHIP COLLECTIVE GROUP APPOINTS THOMAS ALLEN AS CHIEF FINANCIAL OFFICER NEW YORK, NY, May 25, 2022: Membership Collective Group (NYSE: MCG) announced today the appointment of Thomas Allen into the role of Chief Financial Officer, effective June 23, 2022. Allen joins MCG from hi |
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| May 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: May 25, 2022 (Date of earliest event reported) Membership Collective Group Inc. (Exact name of registrant as specified in its charter) Delaware 001-40605 86-3664553 (State or other jurisdiction of incorporation) (Comm |
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| May 18, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2022 Membership Collective Group Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40605 86-3664553 (State or Other Jurisdiction of Incorporation) (Comm |
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| May 18, 2022 |
Membership Collective Group Announces First Quarter 2022 Results; Introduces Fiscal 2022 Guidance Exhibit 99.1 Investor Relations [email protected] Media and Press [email protected] Membership Collective Group Announces First Quarter 2022 Results; Introduces Fiscal 2022 Guidance LONDON, U.K. May 18, 2022? Membership Collective Group Inc. (NYSE: MCG) (?MCG,? ?Company,? ?we? or ?our?), a global membership platform of physical and digital spaces that connects a vi |
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| May 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 3, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40605 Membership Collective Group Inc. |
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| April 29, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material under ? 240. |
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| April 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material under ? 240. |
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| March 21, 2022 |
Exhibit 99.1 Investor Relations [email protected] Media and Press [email protected] LONDON, U.K. March 18, 2022 ? Membership Collective Group Inc. (NYSE: MCG) (?MCG,? ?Company,? ?we? or ?our?), a global membership platform of physical and digital spaces that connects a vibrant, diverse, and global group of members, today announced that its board of directors and a |
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| March 21, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2022 Membership Collective Group Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40605 86-3664553 (State or Other Jurisdiction of Incorporation) (Co |
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| March 16, 2022 |
Exhibit 10.14 Notes Subscription Request From: Soho House Bond Limited as the Company under the Notes Purchase Agreement To: Global Loan Agency Services Limited as Agent under the Notes Purchase Agreement Dated: 9 March 2022 Dear Sirs, Notes Purchase Agreement for Soho House Bond Limited dated 23 March 2021 (the ?Notes Purchase Agreement?) 1. We refer to the Notes Purchase Agreement. This is a Not |
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| March 16, 2022 |
Membership Collective Group: Chief Financial Officer Notification Exhibit 99.2 Membership Collective Group: Chief Financial Officer Notification LONDON, U.K. March 16, 2022 ? Membership Collective Group Inc. (NYSE: MCG) (?MCG,? ?Company,? ?we? or ?our?), a global membership platform of physical and digital spaces that connects a vibrant, diverse, and global group of members, today announced the resignation of Chief Financial Officer Humera Afzal. Membership Coll |
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| March 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 2, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40605 Membership Collec |
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| March 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2022 Membership Collective Group Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40605 86-3664553 (State or Other Jurisdiction of Incorporation) (Co |
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| March 16, 2022 |
EXHIBIT 10.13 From: Mark Wadhwa and Timothy Robinson (?MWTR?) For and on behalf of the Issuer(s) Mark Wadhwa Timothy Joicey Robinson Marshall Street Regeneration Limited The Vinyl Factory Limited Fineyork Limited Brighton Seafront Regeneration Limited and Vinyl Factory Torstrasse 1 Berlin S.?.r.l To: Soho Works Limited (?SWL?) Dated: 11th March 2022 Dear SWL, Amendment to the ?40,000,000 Facility |
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| March 16, 2022 |
EXHIBIT 4.3 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Membership Collective Group Inc. (?we,? ?our,? or ?us?) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): our Class A common stock, $0.01 par value per share. The following summary describes ou |
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| March 16, 2022 |
Exhibit 99.1 Investor Relations [email protected] Media and Press [email protected] Membership Collective Group Announces Fiscal Year and Fourth Quarter 2021 Results and Provides Business Update ? Fourth Quarter 2021 Total revenue of $184.5 million, 158% growth on Q4 2020 ? Fiscal Year 2021 Total members increased by 31% or 37,000 year-over-year ? Membership waitli |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Membership Collective Group Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 586001109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box t |
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| February 14, 2022 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) Exhibit 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned a |
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| February 14, 2022 |
MCG / Membership Collective Group Inc. / Third Point LLC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Membership Collective Group Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 586001109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t |
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| February 14, 2022 |
MCG / Membership Collective Group Inc. / BAMCO INC /NY/ - NONE Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* Membership Collective Group Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 586001109 (CUSIP Number) Calendar Year 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p |
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| February 14, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2022 Membership Collective Group Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40605 86-3664553 (State or Other Jurisdiction of Incorporation) |
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| February 14, 2022 |
Exhibit 10.1 AMENDMENT LETTER To: Global Loan Agency Services Limited as Agent under the RCF Agreement (as defined below) (the ?Agent?) From: Soho House Bond Limited(the ?Company?) and the other Obligors under the RCF Agreement 11 February 2022 Dear all, Revolving facility agreement originally dated 5 December 2019 and made between, amongst others, Soho House & Co Limited as Parent, Soho House Bon |
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| February 14, 2022 |
EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A Common Stock of Membership Collective Group Inc. |
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| February 11, 2022 |
MCG / Membership Collective Group Inc. / Pelham Capital Ltd. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Membership Collective Group Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 586001109 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box t |
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| December 23, 2021 |
EX-99.1 PRIVILEGED AND CONFIDENTIAL EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of the foregoing statement on Schedule 13D with respect to the Class A Common Stock of Membership Collective Group Inc. The undersigned acknowledge that eac |
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| December 23, 2021 |
MCG / Membership Collective Group Inc. / GOLDMAN SACHS GROUP INC - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Membership Collective Group Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 586001 109 (CUSIP Number) David S. Thomas, Esq. Goldman Sachs & Co. LLC 200 West Street New York, NY 10282 Phone: (212) 902-1000 (Name, Address and Telephone Number |
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| December 23, 2021 |
EX-99.2 Exhibit 99.2 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the “Company”) does hereby make, constitute and appoint each of Jamison Yardley,’ Nathan R. Burby and Crystal Orgill, acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of o |
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| November 17, 2021 |
Exhibit 10.2 Originally dated 23 March 2021 and first amended and restated on the First Amendment and Restatement Effective Date SOHO HOUSE & CO LIMITED (as Parent) SOHO HOUSE BOND LIMITED (as Company) THE COMPANIES LISTED IN PART 1 OF SCHEDULE 1 (as Original Guarantors) THE FINANCIAL INSTITUTIONS LISTED IN PART 2 OF SCHEDULE 1 (as Original Notes Purchasers) GLOBAL LOAN AGENCY SERVICES LIMITED (as |
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| November 17, 2021 |
Exhibit 10.1 ORIGINALLY DATED 5 DECEMBER 2019 AND FIRST AMENDED AND RESTATED ON THE FIRST AMENDMENT AND RESTATEMENT EFFECTIVE DATE SOHO HOUSE & CO LIMITED (as Parent) SOHO HOUSE BOND LIMITED (as Company) THE COMPANIES LISTED IN Part 1 OF Schedule 1 (as Original Obligors) HSBC UK BANK PLC (as Arranger) THE FINANCIAL INSTITUTIONS LISTED IN Part 2 of Schedule 1 (as Original Lenders) GLOBAL LOAN AGENC |
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| November 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 3, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40605 Membership Collective Group Inc. |
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| November 17, 2021 |
Membership Collective Group Announces Third Quarter 2021 Results Wednesday November 17, 2021 Exhibit 99.1 Membership Collective Group Announces Third Quarter 2021 Results Wednesday November 17, 2021 Membership Collective Group Inc. (?MCG?), (NYSE: MCG) today reported results for its third quarter ending October 3, 2021. Strong growth across the MCG platform; Houses returning to pre-pandemic levels o Total members increased by 16,663 in the quarter to 144,503, driven by continued high rete |
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| November 17, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2021 Membership Collective Group Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40605 86-3664553 (State or Other Jurisdiction of Incorporation) |
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| August 26, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 26, 2021 Date of Report (Date of earliest event reported) Membership Collective Group Inc. (Exact name of registrant as specified in its charter) Delaware 001-40605 86-3664553 (State or other jurisdiction of incorporation) (Co |
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| August 26, 2021 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF MEMBERSHIP COLLECTIVE GROUP INC. (Adopted as of July 19, 2021) ARTICLE I OFFICES Section 1.01 Registered Office. The address of the registered office of Membership Collective Group Inc. (hereinafter the ?Corporation?) in the State of Delaware, and the name of its registered agent at such address, shall be as set forth in the Amended and Restated Certifica |
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| August 26, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 4, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40605 Membership Collective Group Inc. |
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| August 26, 2021 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MEMBERSHIP COLLECTIVE GROUP INC. Membership Collective Group Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?) hereby certifies as follows: 1. The original Certificate of Incorporation of the Corporation was filed with the Office of the Secretary of State of the State of Delaware o |
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| August 26, 2021 |
Membership Collective Group Announces Second Quarter 2021 results Thursday August 26, 2021 Exhibit 99.1 Membership Collective Group Announces Second Quarter 2021 results Thursday August 26, 2021 Membership Collective Group Inc. (?MCG?), (NYSE: MCG) today reported results for its Second Quarter ending July 4 2021. ? Significant progress against MCG growth strategy; robust recovery as restrictions lift ? Successful Initial Public Offering on New York Stock Exchange raising $402m net proce |
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| July 19, 2021 |
As filed with the Securities and Exchange Commission on July 19, 2021 As filed with the Securities and Exchange Commission on July 19, 2021 Registration No. |
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| July 16, 2021 |
30,000,000 Shares Class A Common Stock Table of Contents Filed Pursuant to 424(b)(4) Registration No. 333-257206 PROSPECTUS 30,000,000 Shares Class A Common Stock This is our initial public offering. We are offering 30,000,000 shares of our Class A common stock. Prior to this offering, there has been no public market for shares of our Class A common stock. The initial offering price is $14.00 per share of our Class A common stock. We h |
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| July 15, 2021 |
Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-257206 July 14, 2021. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete informat |
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| July 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Membership Collective Group Inc. (Exact name of registrant as specified in its charter) Delaware 86-3664553 (State of incorporation or organization) (I.R.S. Employer Identification No.) 180 Strand |
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| July 12, 2021 |
July 12, 2021 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Pam Howell Brigitte Lippmann William Demarest Isaac Esquivel Re: Membership Collective Group Inc. Registration Statement on Form S-1 File No. 333-257206 Acceleration Request Requested Date: July 14, 2021 Requested Time: 4:00 P.M., Eastern Time La |
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| July 12, 2021 |
July 12, 2021 Division of Corporation Finance Securities and Exchange Commission 100 F Street, N. |
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| July 6, 2021 |
Exhibit 10.1.1 DATED 5TH JULY 2021 SOHO HOUSE UK LIMITED and NICHOLAS KEITH ARTHUR JONES SERVICE AGREEMENT REF: CONTENTS Clause Page 1. DEFINITIONS AND INTERPRETATION 1 2. CONDITIONS PRECEDENT 5 3. APPOINTMENT 5 4. TERM 5 5. DUTIES 6 6. CODE OF CONDUCT 8 7. PLACE OF WORK 9 8. HOURS OF WORK 9 9. INSIDE INFORMATION 9 10. REMUNERATION AND EXPENSES 9 11. BONUS 10 12. EQUITY INCENTIVE SCHEME 11 13. CLA |
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| July 6, 2021 |
Exhibit 10.1.3 DATED 5TH JULY 2021 SOHO HOUSE UK LIMITED and MARTIN KUCZMARKSI SERVICE AGREEMENT REF: CONTENTS Clause Page 1. DEFINITIONS AND INTERPRETATION 1 2. CONDITIONS PRECEDENT 5 3. APPOINTMENT 5 4. TERM 5 5. DUTIES 5 6. CODE OF CONDUCT 8 7. PLACE OF WORK 8 8. HOURS OF WORK 9 9. INSIDE INFORMATION 9 10. REMUNERATION AND EXPENSES 9 11. BONUS 10 12. EQUITY INCENTIVE SCHEME 11 13. CLAWBACK 11 1 |
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| July 6, 2021 |
Form of Underwriting Agreement Exhibit 1.1 Membership Collective Group Inc. [ ] Class A Common Stock, par value $0.01 per share Underwriting Agreement July [ ], 2021 J.P. Morgan Securities LLC Morgan Stanley & Co. LLC As Representatives (?you? or the ?Representatives?) of the several Underwriters named in Schedule I hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Morgan Stanley & Co. LLC 15 |
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| July 6, 2021 |
Exhibit 10.4.3 MEMBERSHIP COLLECTIVE GROUP, INC. 2021 EQUITY AND INCENTIVE PLAN Restricted Stock Award Notice [Name of Holder] You have been awarded shares of restricted stock of Membership Collective Group, Inc., a Delaware corporation (the ?Company?), pursuant to the terms and conditions of the Membership Collective Group, Inc. 2021 Equity and Incentive Plan (the ?Plan?) and the Restricted Stock |
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| July 6, 2021 |
Exhibit 10.4.1 MEMBERSHIP COLLECTIVE GROUP, INC. 2021 EQUITY AND INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT Membership Collective Group, Inc., a Delaware corporation (the ?Company?), hereby grants to [] (the ?Holder?) as of [] (the ?Grant Date?)1, pursuant to the provisions of the Membership Collective Group, Inc. 2021 Equity and Incentive Plan (the ?Plan?), a restricted stock unit award |
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| July 6, 2021 |
Exhibit 21.1 Subsidiaries of Membership Collective Group Inc. Name of Subsidiary Jurisdiction of Organization Soho House UK Limited United Kingdom Soho House Berlin GmbH Germany Soho House CWH Limited United Kingdom Soho House New York Inc. New York Soho House Beach House, LLC Delaware Soho House New York LLC New York Soho House West Hollywood, LLC Delaware Soho Ludlow Tenant, LLC Delaware Beach H |
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| July 6, 2021 |
Table of Contents Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. |
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| July 6, 2021 |
Exhibit 10.5 MEMBERSHIP COLLECTIVE GROUP, INC. 2021 EQUITY AND INCENTIVE PLAN I. INTRODUCTION 1.1 Purposes. The purposes of the 2021 Equity and Incentive Plan (this ?Plan?) are to (i) align the interests of the Company?s stockholders and the recipients of awards under this Plan by increasing the proprietary interest of such recipients in the Company?s growth and success, (ii) advance the interests |
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| July 6, 2021 |
Employment Agreement of Andrew Carnie (incorporated by reference to Exhibit 10.1.2 to the Company’s Exhibit 10.1.2 DATED 5TH JULY 2021 SOHO HOUSE UK LIMITED and ANDREW CARNIE SERVICE AGREEMENT REF: CONTENTS Clause Page 1. DEFINITIONS AND INTERPRETATION 1 2. CONDITIONS PRECEDENT 5 3. APPOINTMENT 5 4. TERM 5 5. DUTIES 6 6. CODE OF CONDUCT 8 7. PLACE OF WORK 8 8. HOURS OF WORK 9 9. INSIDE INFORMATION 9 10. REMUNERATION AND EXPENSES 9 11. BONUS 10 12. EQUITY INCENTIVE SCHEME 11 13. CLAWBACK 11 14. W |
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| July 6, 2021 |
As filed with the Securities and Exchange Commission on July 6, 2021. Table of Contents As filed with the Securities and Exchange Commission on July 6, 2021. |
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| July 6, 2021 |
SIDLEY AUSTIN LLP 787 SEVENTH AVENUE NEW YORK, NY 10019 +1 212 839 5300 +1 212 839 5599 FAX AMERICA ? ASIA PACIFIC ? EUROPE July 6, 2021 Via EDGAR and Federal Express Pam Howell, Esq. |
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| July 6, 2021 |
Exhibit 10.4.2 MEMBERSHIP COLLECTIVE GROUP, INC. 2021 EQUITY AND INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT Membership Collective Group, Inc., a Delaware corporation (the ?Company?), hereby grants to [] (the ?Holder?) as of []1 (the ?Grant Date?), pursuant to the provisions of the Membership Collective Group, Inc. 2021 Equity and Incentive Plan (the ?Plan?), a restricted stock unit award |
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| July 1, 2021 |
FOIA CONFIDENTIAL TREATMENT REQUEST The entity requesting confidential treatment is: Membership Collective Group, Inc. |
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| June 21, 2021 |
Consent to be Named as a Director Nominee (Alice Delahunt) Exhibit 99.3 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to be named in the Registration Statement on Form S-1 of Membership Collective Group Inc., a Delaware corporation (the ?Company?), and any amendments or supplements thereto, including the prospectus contained therein, and any related |
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| June 21, 2021 |
Certification of Incorporation of Membership Collective Group Inc. Exhibit 3.1 Execution Version CERTIFICATE OF INCORPORATION OF MEMBERSHIP COLLECTIVE GROUP INC. FIRST: The name of the corporation is Membership Collective Group Inc. (the “Corporation”). SECOND: The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The C |
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| June 21, 2021 |
Consent to be Named as a Director Nominee (Richard Caring) EX-99.2 15 d89619dex992.htm EX-99.2 Exhibit 99.2 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to be named in the Registration Statement on Form S-1 of Membership Collective Group Inc., a Delaware corporation (the “Company”), and any amendments or supplements thereto, including the prospectus |
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| June 21, 2021 |
Consent to be Named as a Director Nominee (Ben Schwerin) Exhibit 99.7 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to be named in the Registration Statement on Form S-1 of Membership Collective Group Inc., a Delaware corporation (the ?Company?), and any amendments or supplements thereto, including the prospectus contained therein, and any related |
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| June 21, 2021 |
Consent to be Named as a Director Nominee (Mark Ein) Exhibit 99.4 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to be named in the Registration Statement on Form S-1 of Membership Collective Group Inc., a Delaware corporation (the “Company”), and any amendments or supplements thereto, including the prospectus contained therein, and any related |
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| June 21, 2021 |
Form of Amended and Restated Bylaws of Membership Collective Group Inc. Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF MEMBERSHIP COLLECTIVE GROUP INC. (Adopted as of [ ], 2021) ARTICLE I OFFICES Section 1.01 Registered Office. The address of the registered office of Membership Collective Group Inc. (hereinafter the “Corporation”) in the State of Delaware, and the name of its registered agent at such address, shall be as set forth in the Amended and Restated Certificate o |
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| June 21, 2021 |
Consent to be Named as a Director Nominee (Bippy Siegal) Exhibit 99.8 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to be named in the Registration Statement on Form S-1 of Membership Collective Group Inc., a Delaware corporation (the “Company”), and any amendments or supplements thereto, including the prospectus contained therein, and any related |
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| June 21, 2021 |
Consent to be Named as a Director Nominee (Her Excellency Sheikha Al Mayassa Bint Hamad Al-Thani) Exhibit 99.9 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to be named in the Registration Statement on Form S-1 of Membership Collective Group Inc., a Delaware corporation (the “Company”), and any amendments or supplements thereto, including the prospectus contained therein, and any related |
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| June 21, 2021 |
Exhibit 10.2 EXECUTION VERSION 5 December 2019 SOHO HOUSE & CO LIMITED (as Parent) SOHO HOUSE BOND LIMITED (as Company) THE COMPANIES LISTED IN PART 1 OF SCHEDULE 1 (as Original Obligors) HSBC UK BANK PLC (as Arranger) THE FINANCIAL INSTITUTIONS LISTED IN PART 2 OF SCHEDULE 1 (as Original Lenders) GLOBAL LOAN AGENCY SERVICES LIMITED (as Agent) and GLAS TRUST CORPORATION LIMITED (as Collateral Agen |
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| June 21, 2021 |
Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MEMBERSHIP COLLECTIVE GROUP INC. Membership Collective Group Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) hereby certifies as follows: 1. The original Certificate of Incorporation of the Corporation was filed with the Office of the Secretary of State of the State of Delaware o |
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| June 21, 2021 |
Consent to be Named as a Director Nominee (Nicole Avant) EX-99.1 14 d89619dex991.htm EX-99.1 Exhibit 99.1 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to be named in the Registration Statement on Form S-1 of Membership Collective Group Inc., a Delaware corporation (the “Company”), and any amendments or supplements thereto, including the prospectus |
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| June 21, 2021 |
Consent to be Named as a Director Nominee (Joe Hage) Exhibit 99.5 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to be named in the Registration Statement on Form S-1 of Membership Collective Group Inc., a Delaware corporation (the “Company”), and any amendments or supplements thereto, including the prospectus contained therein, and any related |
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| June 21, 2021 |
EX-3.6 8 d89619dex36.htm EX-3.6 Exhibit 3.6 DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of the [ ] day of [ ], 2021, by and between Membership Collective Group Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). RECITALS A. The Company is aware that competent and experienced persons are increasingly reluctant |
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| June 21, 2021 |
Bylaws of Membership Collective Group Inc. EX-3.3 5 d89619dex33.htm EX-3.3 Exhibit 3.3 Adoption Version BYLAWS OF MEMBERSHIP COLLECTIVE GROUP INC. A Delaware Corporation Date of Adoption: February 10, 2021 BYLAWS OF MEMBERSHIP COLLECTIVE GROUP INC. ARTICLE I OFFICES AND RECORDS SECTION 1.1 Registered Office. The registered office of Membership Collective Group Inc. (the “Corporation”) in the State of Delaware shall be as set forth in the C |
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| June 21, 2021 |
Table of Contents As filed with the Securities and Exchange Commission on June 21, 2021. |
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| June 21, 2021 |
Consent to be Named as a Director Nominee (Yusef D. Jackson) Exhibit 99.6 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to be named in the Registration Statement on Form S-1 of Membership Collective Group Inc., a Delaware corporation (the “Company”), and any amendments or supplements thereto, including the prospectus contained therein, and any related |
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| June 21, 2021 |
EX-10.3 12 d89619dex103.htm EX-10.3 Exhibit 10.3 23 March 2021 SOHO HOUSE & CO LIMITED (as Parent) SOHO HOUSE BOND LIMITED (as Company) THE COMPANIES LISTED IN PART 1 OF SCHEDULE 1 (as Original Guarantors) THE FINANCIAL INSTITUTIONS LISTED IN PART 2 OF SCHEDULE 1 (as Original Notes Purchasers) GLOBAL LOAN AGENCY SERVICES LIMITED (as Agent) and GLAS TRUST CORPORATION LIMITED (as Collateral Agent) N |
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| June 21, 2021 |
Consent to be Named as a Director Nominee (Dasha Zhukova) Exhibit 99.10 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to be named in the Registration Statement on Form S-1 of Membership Collective Group Inc., a Delaware corporation (the “Company”), and any amendments or supplements thereto, including the prospectus contained therein, and any related |
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| June 21, 2021 |
EX-4.2 10 d89619dex42.htm EX-4.2 Exhibit 4.2 FORM OF NOTES CERTIFICATE Serial Number: [ 🌑 ] THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD, DELIVERED OR DISTRIBUTED (DIRECTLY OR INDIRECTLY) IN OR INTO THE UN |
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| June 21, 2021 |
SIDLEY AUSTIN LLP 787 SEVENTH AVENUE NEW YORK, NY 10019 +1 212 839 5300 +1 212 839 5599 FAX AMERICA ? ASIA PACIFIC ? EUROPE June 21, 2021 Via EDGAR and Federal Express Pam Howell, Esq. |
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| June 21, 2021 |
EX-4.1 9 d89619dex41.htm EX-4.1 Exhibit 4.1 ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# CLASS A COMMON STOCK CLASS A COMMON STOCK PO PAR VALUE $0.01 MR ADD ADD ADD ADD 432 1 A BOX DESIGNATION SAMPLE Certificate Shares 505006, Number * * 000000 ****************** (IF Membership * * * 000000 ***************** ANY) ZQ00000000 **** 000000 **************** Louisville, MEMBERSHIP COLLECTIVE GROU |
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| June 21, 2021 |
Exhibit 3.5 SOHO HOUSE HOLDINGS LIMITED THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT [ ], 2021 THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of [ ], 2021 (this ?Agreement?), among SOHO HOUSE HOLDINGS LIMITED, a private limited company organized under the laws of Jersey, and its successors, if any (including any subsidiary or parent company that is the issuer in an |
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| June 21, 2021 |
Exhibit 2.1 STOCKHOLDERS AGREEMENT by and among MEMBERSHIP COLLECTIVE GROUP INC. and the STOCKHOLDERS PARTY HERETO Dated as of [ ], 2021 TABLE OF CONTENTS Article I INTRODUCTORY MATTERS 1 1.1 Defined Terms 1 1.2 Construction 3 Article II REPRESENTATIONS AND WARRANTIES 4 2.1 Representations and Warranties 4 Article III BOARD OF DIRECTORS 4 3.1 Election of Directors 4 3.2 Director Status of Mr. Jone |
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| June 2, 2021 |
EX-2.1 2 filename2.htm Exhibit 2.1 STOCKHOLDERS AGREEMENT by and among MEMBERSHIP COLLECTIVE GROUP INC. and the STOCKHOLDERS PARTY HERETO Dated as of [ ], 2021 TABLE OF CONTENTS Article I INTRODUCTORY MATTERS 1 1.1 Defined Terms 1 1.2 Construction 3 Article II REPRESENTATIONS AND WARRANTIES 4 2.1 Representations and Warranties 4 Article III BOARD OF DIRECTORS 4 3.1 Election of Directors. 4 3.2 Dir |
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| June 2, 2021 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MEMBERSHIP COLLECTIVE GROUP INC. Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MEMBERSHIP COLLECTIVE GROUP INC. Membership Collective Group Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?) hereby certifies as follows: 1. The original Certificate of Incorporation of the Corporation was filed with the Office of the Secretary of State of the State of Delaware o |
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| June 2, 2021 |
AMENDED AND RESTATED BYLAWS MEMBERSHIP COLLECTIVE GROUP INC. (Adopted as of [ ], 2021) ARTICLE I EX-3.4 4 filename4.htm Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF MEMBERSHIP COLLECTIVE GROUP INC. (Adopted as of [ ], 2021) ARTICLE I OFFICES Section 1.01 Registered Office. The address of the registered office of Membership Collective Group Inc. (hereinafter the “Corporation”) in the State of Delaware, and the name of its registered agent at such address, shall be as set forth in the Amended and |
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| June 2, 2021 |
SOHO HOUSE HOLDINGS LIMITED THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT [*] May, 2021 EX-3.5 5 filename5.htm Exhibit 3.5 SOHO HOUSE HOLDINGS LIMITED THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT [*] May, 2021 THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of [*] May, 2021 (this “Agreement”), among SOHO HOUSE HOLDINGS LIMITED, a private limited company organized under the laws of Jersey, and its successors, if any (including any subsidiary or parent co |
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| June 2, 2021 |
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT Exhibit 3.6 DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is entered into as of the [ ] day of [ ], 2021, by and between Membership Collective Group Inc., a Delaware corporation (the ?Company?), and [ ] (?Indemnitee?). RECITALS A. The Company is aware that competent and experienced persons are increasingly reluctant to serve or continue serving as |
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| June 2, 2021 |
SIDLEY AUSTIN LLP 787 SEVENTH AVENUE NEW YORK, NY 10019 +1 212 839 5300 +1 212 839 5599 FAX AMERICA ? ASIA PACIFIC ? EUROPE June 2, 2021 Via EDGAR and Federal Express Pam Howell, Esq. |
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| June 2, 2021 |
Table of Contents As confidentially submitted to the Securities and Exchange Commission on June 2, 2021. |
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| May 13, 2021 |
EX-4.2 4 filename4.htm Exhibit 4.2 FORM OF NOTES CERTIFICATE Serial Number: [ 🌑 ] THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD, DELIVERED OR DISTRIBUTED (DIRECTLY OR INDIRECTLY) IN OR INTO THE UNITED STATE |
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| May 13, 2021 |
Table of Contents As confidentially submitted to the Securities and Exchange Commission on May 12, 2021. |
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| May 13, 2021 |
BYLAWS MEMBERSHIP COLLECTIVE GROUP INC. A Delaware Corporation Date of Adoption: February 10, 2021 EX-3.3 3 filename3.htm Exhibit 3.3 Adoption Version BYLAWS OF MEMBERSHIP COLLECTIVE GROUP INC. A Delaware Corporation Date of Adoption: February 10, 2021 BYLAWS OF MEMBERSHIP COLLECTIVE GROUP INC. ARTICLE I OFFICES AND RECORDS SECTION 1.1 Registered Office. The registered office of Membership Collective Group Inc. (the “Corporation”) in the State of Delaware shall be as set forth in the Certificat |
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| May 13, 2021 |
EX-10.3 6 filename6.htm Exhibit 10.3 23 March 2021 SOHO HOUSE & CO LIMITED (as Parent) SOHO HOUSE BOND LIMITED (as Company) THE COMPANIES LISTED IN PART 1 OF SCHEDULE 1 (as Original Guarantors) THE FINANCIAL INSTITUTIONS LISTED IN PART 2 OF SCHEDULE 1 (as Original Notes Purchasers) GLOBAL LOAN AGENCY SERVICES LIMITED (as Agent) and GLAS TRUST CORPORATION LIMITED (as Collateral Agent) NOTES PURCHAS |
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| May 13, 2021 |
CERTIFICATE OF INCORPORATION MEMBERSHIP COLLECTIVE GROUP INC. EX-3.1 2 filename2.htm Exhibit 3.1 Execution Version CERTIFICATE OF INCORPORATION OF MEMBERSHIP COLLECTIVE GROUP INC. FIRST: The name of the corporation is Membership Collective Group Inc. (the “Corporation”). SECOND: The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, 19801. The name of its registered agent a |
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| May 13, 2021 |
EX-10.2 5 filename5.htm Exhibit 10.2 EXECUTION VERSION 5 December 2019 SOHO HOUSE & CO LIMITED (as Parent) SOHO HOUSE BOND LIMITED (as Company) THE COMPANIES LISTED IN PART 1 OF SCHEDULE 1 (as Original Obligors) HSBC UK BANK PLC (as Arranger) THE FINANCIAL INSTITUTIONS LISTED IN PART 2 OF SCHEDULE 1 (as Original Lenders) GLOBAL LOAN AGENCY SERVICES LIMITED (as Agent) and GLAS TRUST CORPORATION LIM |
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| May 12, 2021 |
SIDLEY AUSTIN LLP 787 SEVENTH AVENUE NEW YORK, NY 10019 +1 212 839 5300 +1 212 839 5599 FAX AMERICA ? ASIA PACIFIC ? EUROPE May 12, 2021 Via EDGAR and Federal Express Pam Howell, Esq. |
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| April 7, 2021 |
Table of Contents As confidentially submitted to the Securities and Exchange Commission on April 7, 2021. |
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| February 18, 2021 |
Table of Contents As confidentially submitted to the Securities and Exchange Commission on February 17, 2021. |
