Soho House & Co. Inc. (NYSE: SHCO): Bleichmar Fonti & Auld LLP (“BFA”) is investigating whether the offer made by Ron Burkle and his affiliated Yucaipa Companies to acquire all outstanding shares of Soho House & Co. Inc. (“Soho House” or the “Company”) for $9.00 per share is fair to minority stockholders. Minority stockholders may not have a voice in the transaction because controlling shareholder, Ron Burkle, has not indicated a willingness to subject the potential merger to a minority vote.
 
If you own shares of Soho House, you are encouraged to submit your information.
 
Why is Soho House being Investigated?
 
Soho House is controlled by Ron Burkle and his affiliated companies, the Yucaipa Companies, through their collective ownership of 62.3% of the total voting power of the Company’s voting stock. Ron Burkle and his affiliated companies can therefore control the outcome of Soho House’s corporate actions that typically would require shareholder approval—including any merger transactions.
 
On December 19, 2024, Soho House disclosed that it had received an offer from a third-party consortium to acquire all outstanding shares of the Company for $9.00 per share (the “Offer”). The Offer is conditioned on both Ron Burkle and the Yucaipa Companies rolling over their equity interests in the Company as part of the transaction. As a result, the Offer raises serious concerns about conflicts of interest that may undermine the rights of minority stockholders. Indeed, there is no indication that the Offer is conditioned on approval by a special committee or minority stockholders, and therefore minority stockholders may not have any say on whether to approve the ultimate transaction.
 
BFA believes that the sales process being run by the board of directors may fail to result in payment of fair value to minority stockholders. Recently, Third Point LLC, a large minority stockholder of Soho House, issued a public letter to the board of directors expressing concerns about the sales process. In the letter, Third Point LLC claims that the Board is running an “opaque” sales process rife with conflicts and demands that the Board open the sales process to third-party bidders to ensure that the third-party consortium, including Ron Burkle and the Yucaipa Companies, pay fair value to acquire the Company. In light of this information, BFA is investigating whether the directors, officers, and the controlling stockholders are conducting a sales process that favors the interests of the Company’s controlling stockholders at the expense of minority stockholders in breach of their fiduciary duties.

What are my Rights?
 
If you currently own shares of Soho House, you are encouraged to submit your information to speak with an attorney about your rights.
 
You can also contact:
Ross Shikowitz
ross@bfalaw.com
212-789-3619
 
All representation is on a contingency fee basis. Shareholders are not responsible for any court costs or expenses of litigation. The firm will seek court approval for any potential fees and expenses.
 
Why Bleichmar Fonti & Auld LLP?
 
Bleichmar Fonti & Auld LLP is a leading international law firm representing plaintiffs in securities class actions and shareholder litigation. It was named among the Top 5 plaintiff law firms by ISS SCAS in 2023 and its attorneys have been named Titans of the Plaintiffs’ Bar by Law360 and SuperLawyers by Thompson Reuters. Among its recent notable successes, BFA recovered over $900 million in value from Tesla, Inc.’s Board of Directors, as well as $420 million from Teva Pharmaceutical Ind. Ltd.
 
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