What are the key regulatory and financing risks that could delay or derail the transaction?

Regulatory risk – The take‑private must clear a suite of approvals in both the United States and the United Kingdom. In the U.S., the deal will be subject to the SEC’s Form 8‑K/10‑K filing schedule, the Hart‑Scott‑Rodino (HSR) antitrust review, and any applicable state‑level securities statutes. In the U.K., the transaction must satisfy the FCA’s take‑over code, the Competition and Markets Authority (CMA) “phase‑1” and possibly “phase‑2” reviews, and the London Stock Exchange’s delisting requirements. Because Soho House is a globally‑distributed membership business with substantial UK‑based assets (real‑estate, hotels, and clubs), the CMA could request information on market concentration in hospitality‑and‑leisure services, potentially extending the antitrust timeline. Any dissent from the “significant shareholders” that are excluded from the buy‑out could also trigger a shareholder‑rights challenge under UK law, adding further procedural delay.

Financing risk – The MCR‑led consortium is expected to fund the purchase with a mix of equity from the sponsor and senior debt from banks or private‑credit funds. A key exposure is the reliance on a tightly‑priced leveraged‑loan market; a sudden rise in rates or a tightening of covenant standards could force the lenders to renegotiate terms or reduce the available commitment, leaving a funding gap. The sponsor’s ability to raise fresh equity also hinges on market sentiment toward discretionary‑spending businesses—if investor appetite for hospitality‑related assets softens, the equity tranche could be under‑subscribed, pushing the deal price down or requiring a “cash‑in‑kind” adjustment that could upset the shareholder vote. Additionally, any change in the credit profile of Soho House (e.g., a downgrade of its existing debt or a slowdown in membership revenue) would increase the cost of refinancing the legacy debt that will be rolled into the new capital structure.

Trading implication – The stock is likely to trade in a tighter range until the HSR and CMA filings are made public (typically within 30‑45 days). A missed filing deadline or a request for additional information would create a short‑term sell‑off, while a clean‐run approval and a firm financing commitment could push the price toward the agreed take‑private premium. Traders should monitor the SEC’s “Form 8‑K” filing, the UK’s “Take‑over Code” notice, and any press releases from MCR’s financing banks for red‑flag language (“subject to financing,” “subject to regulatory approval”). A position that is long the stock at current levels but with a stop just below the pre‑announcement low can capture the upside if the transaction proceeds, while a hedge using out‑of‑the‑money put spreads can protect against a regulatory or financing hiccup that would derail the deal.