UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
On November 10, 2022, Soho House Bond Limited, a wholly-owned subsidiary of Membership Collective Group Inc. (the “Company”) entered into an Amendment Letter Agreement (the “Amendment Letter”) that amends the existing £75.0 million senior revolving facility agreement (the “Revolving Credit Facility”) among HSBC UK Bank PLC and SHG Acquisition (UK) Limited and Soho House U.S. Corp., two of the Company’s wholly-owned indirect subsidiaries, as borrowers.
The Amendment Letter amends the Revolving Credit Facility to extend the Termination Date, as defined therein, from January 25, 2024, as previously amended, to July 25, 2026.
The Amendment Letter amends the Revolving Credit Facility to include a Leverage Covenant, effective from March 2023 and only applicable when 40% or more of the facility is drawn. All other material terms of the Revolving Credit Facility remain substantially unchanged. The foregoing description of the Amendment Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
Exhibits.
Exhibit Number |
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Description |
10.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Membership Collective Group Inc. |
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Date: |
November 10, 2022 |
By: |
/s/ Thomas Allen |
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Thomas Allen, Chief Financial Officer |
Exhibit 10.1
AMENDMENT LETTER
To: Global Loan Agency Services Limited as Agent under the RCF Agreement (as defined below) (the “Agent”)
From: Soho House Bond Limited (the “Company”) and the other Obligors under the RCF Agreement
10 November 2022
Dear all,
Revolving facility agreement originally dated 5 December 2019 and made between, amongst others, Soho House & Co Limited as Parent, Soho House Bond Limited as the Company, HSBC UK Bank PLC as Arranger, Global Loan Agency Services Limited as Agent and GLAS Trust Corporation Limited as Collateral Agent (as amended and/or amended and restated from time to time, the “RCF Agreement”)
Reference is made to the RCF Agreement. Terms defined in the RCF Agreement shall have the same meaning when used in this letter.
Each Obligor, by its signature hereto, hereby makes the Repeating Representations on the Effective Time by reference to the facts and circumstances then existing on such date.
The Amendments contemplated in this letter are given strictly on the basis of the terms of this letter and without prejudice to the rights of the Finance Parties. Save as expressly set out in this letter, nothing in this letter shall constitute, be construed or be deemed to constitute a waiver or compromise of any other term or condition of the Finance Documents or any of the Finance Parties’ rights in relation to them which, for the avoidance of doubt, shall continue to apply in full force and effect.
Any costs and expenses incurred by the Finance Parties in connection with this letter and the Amendments shall be paid in accordance with clause 20 (Costs and Expenses) of the RCF Agreement.
This letter and any non-contractual obligations arising out of or in relation to it shall be governed by and construed in accordance with English law, and the Company and each other Obligor submits to the jurisdiction of the English courts on the terms set out in Clause 45 (Enforcement) of the RCF Agreement.
““Termination Date” means:(a) in relation to the Original Revolving Facility and the 2020 Additional Facility, 25 July 2026; and(b) in relation to any Additional Facility (excluding, for this purpose, the 2020 Additional Facility), the date specified in the applicable Additional Facility Notice.”;
Total Net Leverage Ratio |
Margin % p.a. |
Greater than or equal to 4.50:1 |
3.25% |
Less than 4.50:1 but greater than or equal to 4.00:1 |
3.00% |
Less than 4.00:1 but greater than or equal to 3.50:1 |
2.75% |
Less than 3.50:1 but greater than or equal to 3.00:1 |
2.50% |
Less than 3.00:1 but greater than or equal to 2.50:1 |
2.25% |
Less than 2.50:1 but greater than or equal to 2.00:1 |
2.00% |
Less than 2.00:1 but greater than or equal to 1.50:1 |
1.75% |
Less than 1.50:1 |
1.50% |
“as at such Test Date on or following 31 March 2021, the Total Commitmentsdo not exceed 50% of the Asset Cover Value.”; and
“Test Condition” means, at 5.00 p.m. on any Test Date:
(a) the aggregate outstanding amount (without double-counting) of all Loans under the Facilities; plus
(b) the aggregate amount of all Ancillary Outstandings which are for cash borrowings (without double-counting and excluding, for the avoidance of doubt, any non-cash Ancillary Outstandings);less
(c) the aggregate amount of cash and Cash Equivalents held by the Company and its Restricted Subsidiaries as at such date (provided that such amounts are available to be applied in repayment or prepayment of the Facilities),
together exceed 40% of the Total Commitments as at such Test Date.
“(b) The Company shall ensure that, as at each Test Date starting from (and including) or following 31 March 2023, the Total Net Leverage Ratio in respect of the Relevant Period ending on such Test Date shall not be more than 4.50:1 provided that, notwithstanding anything to the contrary in the Finance Documents, no financial ratio test contemplated by this paragraph (b) shall be required to be satisfied for any purpose unless the Test Condition is met on such Test Date (the “Leverage Covenant”).”
(a) “Any requirement of paragraph (a) of Clause 24.2 (Financial condition) is not satisfied.”
provided that:
“the Test Condition [was/was not] met[ and the Total Net Leverage Ratio for the Testing Period ending on such Test Date was [ ], and therefore the Leverage Covenant [has/has not] been complied with].”
[1] [Applicable only if Test Condition met.]
COMPANY
/s/ Andrew Carnie
SOHO HOUSE BOND LIMITED
OBLIGORS
SOHO HOUSE & CO LIMITED
/s/ Andrew Carnie
SOHO HOUSE BOND LIMITED
/s/ Andrew Carnie
BN MIDCO LIMITED
/s/ Andrew Carnie
BN ACQUIRECO LIMITED
/s/ Andrew Carnie
ABERTARFF LIMITED
/s/ Andrew Carnie
SHG ACQUISITION (UK) LIMITED
/s/ Andrew Carnie
SOHO HOUSE LIMITED
/s/ Andrew Carnie
SOHO HOUSE UK LIMITED
/s/ Andrew Carnie
COWSHED PRODUCTS LIMITED
/s/ Andrew Carnie
SOHO HOUSE PROPERTIES LIMITED
/s/ Andrew Carnie
SOHO HOME LIMITED
/s/ Andrew Carnie
SOHO HOUSE U.S. CORP.
/s/ Andrew Carnie
US ACQUIRECO, INC.
/s/ Andrew Carnie
SOHO HOUSE NEW YORK LLC
/s/ Andrew Carnie
SOHO HOUSE WEST HOLLYWOOD LLC
/s/ Andrew Carnie
SOHO HOUSE, LLC
/s/ Andrew Carnie
SOHO HOUSE CHICAGO LLC
/s/ Andrew Carnie
LITTLE BEACH HOUSE MALIBU, LLC
/s/ Andrew Carnie
SOHO-DUMBO, LLC
/s/ Andrew Carnie
SOHO-LUDLOW TENANT, LLC
/s/ Andrew Carnie
SOHO-CECCONI’S (WATER STREET), LLC
/s/ Andrew Carnie
SOHO HOUSE CWH, LLC
/s/ Andrew Carnie
SOHO HOUSE AUSTIN, LLC
/s/ Andrew Carnie
SOHO HOUSE BERLIN GMBH
/s/ Andrew Carnie
Accepted and agreed by
/s/ Lee Morrell
GLOBAL LOAN AGENCY SERVICES LIMITED
as Agent under the RCF Agreement (acting on behalf of all the Lenders under the RCF Agreement)
Document and Entity Information |
Nov. 10, 2022 |
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Cover [Abstract] | |
Document Type | 8-K |
Document Period End Date | Nov. 10, 2022 |
Entity Registrant Name | Membership Collective Group Inc. |
Entity Incorporation, State or Country Code | DE |
Entity File Number | 001-40605 |
Entity Tax Identification Number | 86-3664553 |
Entity Address, Address Line One | 180 Strand |
Entity Address, City or Town | London |
Entity Address, Country | GB |
Entity Address, Postal Zip Code | WC2R 1EA |
Country Region | 44 |
City Area Code | 207 |
Local Phone Number | 8512300 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Class A Common Stock, par value $0.01 per share |
Trading Symbol | MCG |
Security Exchange Name | NYSE |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Amendment Flag | false |
Entity Central Index Key | 0001846510 |