MCR Hotels, a principal investor in Soho House & Co.’s (SHCO) take‑private transaction, notified its partners on January 5, 2026 that it would be unable to deliver the $200 million equity commitment required to close the deal. The company filed a formal disclosure with the SEC on January 8, 2026, making the shortfall a public event that could derail the $2.7 billion transaction.
The take‑private agreement, announced on August 18, 2025, values SHCO at roughly $2.7 billion and was slated to close by the end of 2025, with an anticipated closing date of January 9, 2026. MCR Hotels’ commitment was a key component of the financing structure, alongside support from Apollo Global Management, Goldman Sachs Alternatives, and strategic investor Ashton Kutcher. The loss of this $200 million tranche removes a critical piece of the capital stack and forces the remaining parties to seek replacement funding or renegotiate terms.
SHCO’s financial performance underscores the stakes of the deal. In fiscal 2024, the company generated $1.203 billion in revenue, up 7% from the prior year, but posted a net loss of $163.6 million. Adjusted EBITDA rose 14% to $131.9 million, reflecting disciplined cost management amid continued expansion. CEO Andrew Carnie emphasized that the private‑capital structure would enable deeper investment in growth initiatives and operational efficiencies, a promise now under threat.
Following the SEC filing, SHCO’s shares fell 9.6% on the trading day of January 8, reflecting investor concern that the funding gap could collapse the transaction. The market reaction was driven by the sudden uncertainty surrounding the deal’s completion and the potential for a prolonged search for new financing partners.
If the take‑private deal fails, SHCO will remain a public company, exposing it to ongoing scrutiny over its profitability and strategic direction. The company’s ability to pursue long‑term investments and restructure operations could be constrained by the need to maintain public‑market compliance and shareholder expectations. Management has indicated that it is actively exploring alternative financing sources, but the timeline and likelihood of securing sufficient capital remain unclear.
The situation remains fluid. SHCO’s board is expected to convene to assess the feasibility of the transaction, and the company will likely seek new investors or negotiate revised terms with existing partners. The outcome will shape the company’s capital structure, governance, and strategic trajectory for the foreseeable future.
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