Exploring the Global Reach of Soho House & Co: A Unique Membership Experience

The global corporate structure of Soho House & Co is built around a publicly listed US holding company that controls a network of subsidiaries and joint ventures operating its portfolio of global membership platforms, clubs, hotels, and retail brands.

Global Corporate Structure: Soho House & Co (SHCO)

I. Top-Level Corporate Entities and Structure

The primary publicly listed entity is Soho House & Co Inc. ("SHCO").

• Registration and Listing: SHCO was incorporated in Delaware in 2021 and its Class A Common Stock is listed on the NYSE under the symbol "SHCO".
• Predecessor/Former Name [1]: SHCO was formerly known as Membership Collective Group Inc. ("MCG Inc."), with the name change becoming effective on March 20, 2023.
• Holding Company Structure [1]: SHCO functions as a holding company. Its business operations are primarily conducted through its subsidiary, Soho House Holdings Limited (SHHL).
• Key Subsidiary/Operating Holdco [1]: Soho House Holdings Limited (SHHL) is a private limited company incorporated under the laws of Jersey, Channel Islands (established December 15, 2017). Following the IPO (SHHL Equity Exchange), SHHL became a wholly-owned subsidiary of SHCO Inc..
• Corporate Headquarters [2]: The principal executive offices are located at 180 Strand, London, United Kingdom, WC2R 1EA. [1]

II. Brands and Operating Segments

SHCO is a global membership platform. Its global portfolio encompasses several brand lines and is managed across three geographical reportable segments: UK, The Americas (or North America), and Europe and Rest of the World (RoW).

Brand/Operation [3]	Description	Global Presence	Segment/Classification
Soho Houses	Global collection of private membership clubs.	46 Houses (as of June 29, 2025) across North America, UK, Europe, and Asia.	Core Operations/Geographical Segments.
The Ned	Hotels/Clubs in London, New York, and Doha. Operated via management agreements.	London (UK), New York 3, Doha (Qatar).	Part of Wider Portfolio/Managed by Geographical Segments.
Soho Works	Soho-branded, membership-based co-working spaces.	UK (4-5 sites) and North America [3].	Operating Segment (Included in "All Other" for reporting).
Soho Home	Interiors and lifestyle retail brand.	Global retail presence [3] and digital channels.	Retail Operating Segment (Included in "All Other").
Scorpios Beach Club	Beach club operations.	Mykonos (Greece) and Bodrum 3.	Part of Wider Portfolio/Managed by Geographical Segments.
The LINE and Saguaro Hotels	Hotels in North America. Operated via management agreements.	North America (e.g., Los Angeles [3], Washington, Austin, Scottsdale, Palm Springs, San Francisco, Atlanta).	Part of Wider Portfolio/Managed by The Americas segment.
Cowshed	Products/retail brand (beauty/bath products).	Global.	Retail Operating Segment.
Soho Skin	Skincare brand.	Global.	Retail Operating Segment.
Soho Restaurants	Casual fast-dining business operating restaurants throughout the UK. (e.g., Cecconi's in West Hollywood is a stand-alone restaurant that generates other revenues).	UK, US.	Operating Segment [3](Included in "All Other").
Cities Without Houses (CWH)	Memberships for people who live in cities without physical Houses.	Global.	Operating Segment (Included in "All Other" [3]).

III. Legal Entities and Inter-Relationships (Excluding SHCO Inc. and SHHL)

The company structure involves numerous operating subsidiaries and joint venture entities globally. Many subsidiaries function as obligors or guarantors in relation to company debt agreements.

A. UK / European Entities (Operating Subsidiaries, Obligors, and Guarantors)

Entities incorporated in England and Wales:

Legal Entity Name	Jurisdiction/Registration	Role/Function/Asset
Soho House Limited	England and Wales (Reg. 03288116)	Part of Holding Structure Group; Party/Guarantor to credit agreements. Parent company of Soho House Copenhagen ApS.
Soho House UK Limited	England and Wales (Reg. 02864389)	Operates Houses, cinemas, and restaurants. Obligor/Guarantor. Operates the main website.
SHG Acquisition (UK) Limited	England and Wales (Reg. 06395943)	Obligor/Guarantor. Part of Holding Structure Group.
Cowshed Products Limited	England and Wales (Reg. 03869426)	Obligor/Guarantor.
Soho House Properties Limited	England and Wales (Reg. 07181524)	Obligor/Guarantor.
Soho Home Limited	England and Wales (Reg. 08489367)	Obligor/Guarantor.
Soho House CWH Limited	UK	Guarantor for Cities Without Houses operations.
Soho Restaurants Limited	UK	Material Variable Interest Entity (VIE) operated by the Company Group.
Soho Works Limited (SWL)	UK	Material VIE/Joint Venture for UK co-working spaces; SHCO is primary beneficiary (100% economic interest, 50% voting rights shared with joint venture partners).
Sunshine AcquireCo Limited	UK	Guarantor; holds shareholding in Sunshine Mykonos Limited (related to Scorpios).
Soho House Berlin GmbH	Germany (HRB 110858 B)	Subject to German law security confirmation/share pledge.
Soho House Copenhagen ApS	Copenhagen (Reg. 42 88 24 10)	Subsidiary; Consolidated entity, with Soho House Limited as the parent company.

B. North American Entities (Operating Subsidiaries, Obligors, and Guarantors)

Entities primarily incorporated in Delaware, U.S., or New York, U.S.:

Legal Entity Name	Jurisdiction/Registration	Role/Function/Asset
US AcquireCo, Inc.	Delaware, U.S. (Reg. 5077821)	Obligor/Guarantor. Part of Holding Structure Group.
Soho House U.S. Corp.	Delaware, U.S. (Reg. 3505926)	Obligor/Guarantor. Part of Holding Structure Group.
Soho House, LLC	Delaware, U.S. (Reg. 3505928)	Obligor/Guarantor. Part of Holding Structure Group.
Soho Works North America, LLC (SWNA)	North America/Delaware, U.S.	Material VIE/Joint Venture for North American co-working spaces; SHCO is determined to be the primary beneficiary (70% economic interest, 50% voting rights shared with partners).
Soho House New York LLC	New York, U.S.	Obligor/Guarantor.
Soho House West Hollywood LLC	Delaware, U.S. (Reg. 4349029)	Obligor/Guarantor.
Soho House Chicago, LLC	Delaware, U.S. (Reg. 5063699)	Obligor/Guarantor.
Little Beach House Malibu, LLC	Delaware, U.S. (Reg. 5736316)	Obligor/Guarantor.
Soho-Dumbo, LLC	Delaware, U.S. (Reg. 6189088)	Obligor/Guarantor.
Soho-Ludlow Tenant, LLC	Delaware, U.S. (Reg. 5264458)	Obligor/Guarantor.
Soho–Cecconi's (Water Street), LLC	Delaware, U.S. (Reg. 5603763)	Obligor/Guarantor.

C. Joint Ventures and Equity Method Investments

SHCO participates in several joint ventures, primarily in real estate and specific club/restaurant operations, often structured as Equity Method Investments or Variable Interest Entities (VIEs).

Entity Name	Jurisdiction/Location	SHCO Ownership/Relation	Partners/Notes
Ned-Soho House, LLP	London	Material VIE; SHCO is the primary beneficiary (greater economic interest).	Joint venture operating The Ned in London; the property is owned by unconsolidated related parties to the Company.
Soho House Toronto Partnership	Toronto, Canada	[5] 50% Equity Method Investment.	Formed with two unrelated Toronto Partners to establish and operate Soho House Toronto.
Soho House - Cipura (Miami), LLC	Miami, U.S.	50% [5] Equity Method Investment (Restaurant).	Equity Method Investment.
139 Ludlow Acquisition, LLC	New York, U.S. (Property [5])	33.3% Equity Method Investment.	Equity Method Investment.
56-60 Redchurch Street, London (Property and Hotel)	London [5], UK	Accounted for under Equity Method.	Includes Raycliff Red LLP (50%), Raycliff Shoreditch Holdings LLP (50%), and Redchurch Partner Limited (50%).
Barcelona Joint Venture	Barcelona, Spain	Accounted [5] for under Equity Method.	Includes: Mimea XXI S.L. (50%), Mirador Barcel S.L. (50%, subsidiary of Mimea, owns Soho House Barcelona), and Little Beach House Barcelona S.L. (50%, subsidiary under Mimea).
Soho Beach House Canouan Limited	Canouan, VC	20% Equity Method Investment 5.	Equity Method Investment.
Soho House-Sydell, LLP	N/A	VIE, primary beneficiary [5] determined by the Company.	Likely related to The LINE/Saguaro Transaction, which involved acquiring agreements from Sydell Group LLC in 2021.
Beach House JV, LLC	N/A	VIE, primary beneficiary determined by the Company [5](periods prior to February 2019 only).	VIE.

IV. Investors and Financial Vehicles

A. Key Equity Holders and Controlling Parties (The Voting Group)

• Ron Burkle (Executive Chairman and Director; controls the Parent entity EH Parent LLC via Fund II LLC). Ron Burkle is the controlling partner of an affiliate of The Yucaipa Companies and has voting and dispositive control over shares held by these affiliates.
• The Yucaipa Companies LLC 6 and its affiliates (Sponsor/Significant Shareholder). The controlling investment funds include Yucaipa American Alliance Fund II, L.P. ("Fund II") and Yucaipa American Alliance (Parallel) Fund II, L.P. Fund II is controlled by Yucaipa American Alliance Fund II, LLC ("Fund II LLC").
• Richard Caring 6. Richard Caring holds significant shares through Class B common stock.
• The Voting Group: [6] Collectively refers to Nick Jones, Richard Caring, and certain affiliates of Yucaipa/Ron Burkle, who act together pursuant to a Stockholders' Agreement and hold the majority voting power via Class B common stock.
• Nick Jones (Founder and Director [7]). Nick Jones holds shares of Class A common stock and Class B common stock.

B. Recent Acquisition Consortium [6](August 2025)

An investor group entered into definitive agreements to acquire the outstanding shares of SHCO not held by certain significant shareholders (take-private transaction):

• MCR Investors: Led by MCR and its Chairman and CEO Tyler Morse.
• EH Parent LLC: A Delaware [8] limited liability company, incorporated on August 11, 2025, solely for the purpose of the merger transactions. It is the Parent buyer entity and is controlled by Ron Burkle (via Fund II and Fund II LLC).

C. Financing Parties and Vehicles [8]

• Lenders/Creditors:
  • Apollo (providing financing through a customized hybrid capital solution).
  • Goldman Sachs Alternatives (continuing financial support [8]). Funds managed by Goldman Sachs or its affiliates also subscribed to Senior Secured Notes in 2021.
  • HSBC UK Bank PLC (Original Lender/Party [9] to Revolving Facility Agreement).
  • Global Loan Agency Services Limited [8] and Glas Trust Corporation Limited (parties to revolving facility and note purchase agreements).
• Financial Vehicles:
  • Soho House Bond Limited [8](Issuer/Party to Note Purchase Agreement and Revolving Facility Agreement).
  • Company Common Stock: Includes Class A Common Stock and [8] Class B Common Stock.
  • Company Preferred Stock is also defined as part of the [10] Company Capital Stock.
  • BN Midco Limited and BN AcquireCo Limited [10](Part of the Holding Structure Group).
  • Abertarff Limited (Part of the Holding Structure Group [8] [8]).