Soho House evaluates acquisition offer

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Soho House & Co has formed an independent special committee to evaluate an offer from a new third-party consortium.

Earlier this week, the private members club group received an offer from the consortium to acquire Soho House & Co for $9 (£7.15) per share, representing a premium of 83% to the closing price as of 18 December.

The offer is conditioned on certain significant shareholders – including the company’s executive chairman Ron Burkle, The Yucaipa Companies and its affiliates – rolling over their equity interests in the company as part of the transaction.

The offer, supported by Burkle and Yucaipa, was the result of a thorough strategic review undertaken by Yucaipa and its financial advisors to enhance shareholder value.

Yucaipa believes the company’s current share price does not reflect its inherent value.

Soho House has not guaranteed the special committee’s assessment will result in any change in strategy, or if a transaction will be undertaken.

The news comes after the group turned down the offer from an unnamed suitor in June this year because the price undervalued the company.

Soho House further announced financial results for the third quarter ended 29 September 2024. Total revenues stood at $333.4m (£265m), representing 13.6% year-on-year growth compared to Q3 2023.

The group opened Soho Mews House in Mayfair during the quarter – its 11th site in London – which offers a new British grill menu, martini bar, secret room, and stage for live performances.

It has received strong feedback from members, according to Soho House.

Total members grew 4.8% year-on-year to 267,494. Membership revenues grew 16.7% to $107.4m (£85.4m), while adjusted EBITDA was up by $13.2m to $48.3m (£38.4m).

The UK accounted for 29% of membership revenues and 30% of total revenues.

The company further highlighted higher member satisfaction scores resulting from initiatives to improve the member experience and service in its locations.

It remains focused on growing and enhancing its membership value proposition to drive long-term recurring revenue.

Driving profitability and free cash flow is another focus, through improved expense management; streamlined G&A; optimised menus, events, and pricing; procurement savings; and a rationalised supply chain.

Soho House currently operates 45 locations globally, including 14 in the UK.

“Our third quarter results reflect the strength of our membership model,” says Andrew Carnie, Soho House CEO.

“Membership revenues grew 17% year-on-year, while we achieved our highest ever quarterly total revenues and adjusted EBITDA.

“At the end of the period, we opened Soho Mews House in London, our 45th House, with great feedback from members.

“We have continued to see significant demand for other recent openings, including Sao Paulo, Mexico City and Portland.

“Despite a choppy consumer environment, our long-term strategic focus on operational excellence and delivering the best member experience continues to drive improved performance.

“As always, I’d like to thank our teams for their passion and hard work, and members around the world for their continued loyalty.”