Herbert Smith Freehills Kramer advising Richard Caring in Soho House take-private agreement

Herbert Smith Freehills Kramer is advising British business mogul Richard Caring in rolling the majority of his shares of Soho House & Co Inc. (SHCO)’s common stock, after the company announced this morning that it has entered into a definitive take-private agreement.

Under the terms of the agreement, an investor group led by MCR and its chairman, along with CEO Tyler Morse, will acquire any and all outstanding shares of Soho House not currently held by certain significant shareholders. MCR will thereby become a shareholder of SHCO and Tyler Morse will become vice chairman of the company’s Board of Directors. 

Common stock shareholders, including Mr. Caring, will receive $9.00 per share in cash, marking an 83% premium over SHCO's December 18, 2024, closing stock price and implying an enterprise value of approximately $2.7 billion for SHCO.

The HSF Kramer team advising Mr. Caring consists of corporate partners Arlene J. Ortiz-Leytte, Todd E. Lenson and Daniel F. Zimmerman and special counsel Jeffrey H Taub; and tax partner Abraham (Avi) Reshtick.