Struggling public company formed a committee last month to
explore options; chairman publishes letter to shareholders bemoaning leaks and poor
valuations.
NEW YORK CITY – As Soho House reported 2023 full-year losses of $118 million
for 2023 earlier this week, rumors have surface about investment firm CC
Capital being among suitors in talks to take the members club private.
Reuters reported that its sources said CC Capital’s Chinh
Chu has been in ongoing discussions but the potential for a deal remains uncertain.
This comes a month after Soho House leadership said it had formed a special
board committee to explore taking the company private.
On Tuesday, Soho House Chairman Ron Burkle published an open
letter to shareholders said he would be rolling his stake in any deal, while at
the same time bemoaned the group’s valuation at about $1.8 billion, including
debt. The group has lost more than 55% of its value since going public in New
York in 2021.
“When we went public, I believed the market would reward
growth, but it seemed to quickly switch to rewarding free cash flow and profit
over our top-line growth. So at this point in time, we have all the costs of
being a public company with few benefits,” he said.
Burkle went on to say in the letter that “it’s hard to read
that we aren’t profitable when our Houses are very profitable and create
tremendous long-term value as an in-place network.

Public companies always have a tug of war over short term vs. long term profits. I’d again emphasize that this (to me) should be about value creation more than anything.
Ron Burkle
“I feel the real focus should be on mature Houses that are
in their second 5-year period of their growth curve, when the profitability and
durability of the units really kicks into gear.
“With approximately half our Houses still less than five
years old, we have substantial embedded value that will grow as those Houses
mature, even before adding a single new House.
“Our post five-year Houses contribute on average 35% plus
House-Level margin, with some of our oldest Houses well above that, making the
network more valuable with time. This a unique and really compelling feature of
the business model.
“Public companies always have a tug of war over short term
vs. long term profits. I’d again emphasize that this (to me) should be about
value creation more than anything.”
Burkle's investment firm Yucaipa and Soho House founder Nick
Jones collectively own about three-quarters of the company. Today, Soho House
is an international collection of 41 Soho Houses, 9 Soho Works, The Ned in
London, New York, and Doha, Scorpios Beach Club in Mykonos, Soho Home – a
homeware and interior design brand – Soho Skin - a skincare brand and our
digital channels. The LINE and Saguaro hotels in North America also form part
of Soho House & Co’s broader portfolio.
Burkle said the board has “bought back so much of the small
float that at today’s stock price the company can almost go private without any
of us writing a check.”
Burkle added that the board was shocked on Friday when they
learned certain information from the special committee process had been leaked.
“Neither the broader Board nor management have been part of the special
committee process, making this potential leak particularly concerning to us,
and warranted this statement.
“To be clear, I’m not part of any bid at this time, but any
proposal that may be on the table requires me to roll my shares. Hence the
current need for a special committee.
“In layman’s terms, the process is that the
independent special committee is advised by their bankers and lawyers as to the
appropriateness and the fairness of any proposal. Then I have to agree to
contribute my shares at that value. Then the independent Board votes and then
the minority shareholders vote, requiring a ‘majority of the minority.’”