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Edge12 Dec 2025
Running on Clouds: The Story of On
The story of how a Swiss runner's pursuit of a new running sensation became On, aiming to be the most premium global sportswear brand worldwide.
Soho House & Co (SHCO) investor relations material
Soho House & Co Proxy Filing summary
Complete event summary combining all related documents: earnings call transcript, report, and slide presentation.Proxy Filing summary11 Dec, 2025
Executive summary
A special meeting is scheduled for January 9, 2026, to vote on a merger agreement that will take the company private at $9.00 per share, representing an 83% premium over the unaffected stock price as of December 18, 2024.
The merger is backed by a consortium including Yucaipa, Apollo, MCR, and the Bruce Group, with significant equity and debt financing commitments totaling approximately $1.2 billion.
A special committee of independent directors, advised by Morgan Stanley and legal counsel, unanimously determined the transaction is fair to unaffiliated shareholders and recommended approval.
Voting matters and shareholder proposals
Shareholders will vote on the merger proposal and an adjournment proposal to allow for additional proxy solicitation if needed.
Approval requires both a majority of total voting power and a majority of votes cast by unaffiliated shareholders.
Reinvestment Stockholders, holding 97.8% of voting power, have agreed to vote in favor of the merger.
Dissenting shareholders may seek appraisal rights under Delaware law.
Board of directors and corporate governance
The board and special committee, both comprised of independent and disinterested directors, unanimously recommend voting in favor of the merger.
Post-merger, the board will be reconstituted to include representatives from Yucaipa, MCR, Richard Caring, and Ashton Kutcher.
The voting agreement provides for board nomination rights and governance protections for major investors.
Explain $9.00/share as best value given process?
How does going private improve profitability/debt?
Describe impact of voting structure on approval
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Next Soho House & Co earnings date
Q4 20256 Mar, 2026
Next Soho House & Co earnings date
Q4 20256 Mar, 2026
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Frequently asked questions
Soho House & Co Inc (formerly Membership Collective Group Inc.) operates a global membership platform of physical and digital spaces that connects members worldwide. The company offers art, wellness, retail, nightclub, hotel and business event spaces, as well as classes, workshops and special events; and features the works of designers and artists at the facilities. The company was founded in 1995 and is headquartered in New York, New York.
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