Soho House & Co Inc.

The key risk is deal financing fragility and cascading counterparty risk: a cornerstone $200 million equity commitment failed to fund, and the “replacement” package relies on conditional components that still require diligence, definitive documentation, and actual funding, including a new $50 million Morse Ventures equity check backed by a third-party secured note facility. The fix also shifts the capital stack toward more leverage, with HoldCo upsizing senior unsecured notes from $150 million to $220 million while Apollo simultaneously cuts its equity commitment from $50 million to $30 million, increasing both completion risk and post-close balance sheet stress if the merger does close. While the company preserves the right to enforce the original MCR commitment, enforcement is uncertain in timing and outcome and is not a substitute for cash at closing, so this materially elevates the probability of a delayed close, renegotiated terms, or a broken deal. This matters because the market is pricing SHCO around an announced take-private process, and any slippage or failure would likely re-rate the equity to a standalone valuation with heightened liquidity and refinancing concerns given the explicit dependence on last-minute, not-yet-papered capital sources.