Soho House & Co Inc.
9.89%
5,200,000
1846510
586001109
Jan 21, 2025
Jan 29, 2025, 07:19 AM
Reporting Persons (2)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Third Point LLC | Other | 9.89% | 5,200,000 | 0 | 5,200,000 |
| Daniel S. Loeb | Individual | 9.89% | 5,200,000 | 0 | 5,200,000 |
Disclosure Items (7)
Class A Common Stock, par value $0.01 per share
Soho House & Co Inc.
180 Strand, London, X0, WC2R 1EA
This Schedule 13D is being filed by Third Point LLC, a Delaware limited liability company (the "Management Company"), and Daniel S. Loeb ("Mr. Loeb" and, together with the Management Company, the "Reporting Persons").
The principal business address of the Reporting Persons is 55 Hudson Yards New York, New York 10001.
The principal business of the Management Company is to serve as investment manager or adviser to a variety of hedge funds and managed accounts (such funds and accounts, collectively, the "Funds"), and to control the investing and trading in securities of the Funds. The principal occupation of Mr. Loeb is serving as Chief Executive Officer of the Management Company.
During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
The Management Company is organized as a limited liability company under the laws of the State of Delaware. Mr. Loeb is a citizen of the United States of America.
The Funds expended an aggregate of $39,748,400 of their own investment capital to acquire the 5,200,000 shares of Common Stock held by them. The Reporting Persons and Funds may effect purchases of shares of Common Stock through margin accounts maintained for them with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms' credit policies. Positions in shares of Common Stock may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Such margin accounts may from time to time have debit balances. In addition, since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase shares of Common Stock.
On the date of this Schedule 13D, the Reporting Persons beneficially own an aggregate of 5,200,000 shares of Common Stock held by the Funds (such shares, the "Shares"). The Shares represent approximately 9.89% of the Issuer's Common Stock outstanding. Calculations of the percentage of Common Stock beneficially owned assumes 52,560,469 shares of Common Stock outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed on December 20, 2024.
Each of the Reporting Persons shares voting and dispositive power over the Shares held directly by the Funds.
Set forth on Schedule A hereto are all transactions in the shares of Common Stock effected during the past sixty days by the Reporting Persons, inclusive of any transactions effected through 4:00 p.m., New York City time, on January 29, 2025.
Other than the Funds that directly hold the Shares, and except as set forth in this Item 5, no other person is known to have the right to receive, or the power to direct the receipt of, dividends from or proceeds from the sale, of the Shares.
Other than the Funds that directly hold the Shares, and except as set forth in this Item 5, no other person is known to have the right to receive, or the power to direct the receipt of, dividends from or proceeds from the sale, of the Shares.
The information contained in Items 3, 4 and 5 is incorporated by reference herein, as applicable. Derivative Transactions The Funds may, from time to time, enter into and dispose of cash-settled equity swap, stock-settled equity swap, option or other derivative transactions with one or more counterparties that are based upon the value of shares of Common Stock, which transactions may be significant in amount. The profit, loss and/or return on such contracts may be wholly or partially dependent on the market value of the shares of Common Stock. Certain of the Funds have previously held cash-settled equity swap contracts representing 2,043,561 shares of Common Stock. The equity swaps, which are no longer held, did not give the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the Issuer. Accordingly, the Reporting Persons did not have (and disclaim) any beneficial ownership of any securities that may be referenced in the equity swaps or shares or other securities or financial instruments that may be held from time to time by any counterparty to such contracts. Joint Filing Agreement On January 29, 2025, the Reporting Persons entered into a Joint Filing Agreement pursuant to which they agreed to the joint filing on behalf of each of them of this Schedule 13D (and any amendments thereto) with respect to the securities of the Issuer. Such Joint Filing Agreement is attached hereto as Exhibit 99.1.
99.1 Joint Filing Agreement, dated January 29, 2025, by and between Third Point LLC and Daniel S. Loeb 99.2 Power of Attorney granted by Daniel S. Loeb in favor of Jana Tsilman and Joshua L. Targoff, dated February 9, 2024, which was previously filed with the SEC on February 13, 2024 as Exhibit 99.2 to the Schedule 13G/A filed by Third Point LLC and Daniel S. Loeb with respect to Global Blue Group Holding AG and is incorporated herein by reference. 99.3 Letter to Board, dated January 29, 2025 99.4 Schedule A