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Related Party Transactions
9 Months Ended
Oct. 02, 2022
Related Party Transactions [Abstract]  
Related Party Transactions
19.
Related Party Transactions

In 2017, SWL entered into a term loan facility agreement with two individuals who are related parties of the Company. For additional information, refer to Note 11, Debt.

The amounts owed by (to) equity method investees due within one year are as follows:

 

 

As of

 

(in thousands)

 

October 2, 2022

 

 

January 2, 2022

 

Soho House Toronto Partnership

 

$

(1,082

)

 

$

(810

)

Raycliff Red LLP

 

 

(3,545

)

 

 

(2,952

)

Mirador Barcel S.L.

 

 

(96

)

 

 

450

 

Little Beach House Barcelona S.L.

 

 

(258

)

 

 

(203

)

Mimea XXI S.L.

 

 

381

 

 

 

429

 

 

 

$

(4,600

)

 

$

(3,086

)

 

Amounts owed by equity method investees due within one year are included in prepaid expenses and other current assets on the unaudited condensed consolidated balance sheets. Amounts owed to equity method investees due within one year are included in other current liabilities on the unaudited condensed consolidated balance sheets.

In 2016, SWL, a consolidated VIE, entered into an agreement to lease a property under construction by the landlord with Store Holding Group Ltd, a wholly-owned subsidiary of the noncontrolling interest holders of SWL. The handover of six floors of the leased property occurred on a floor-by-floor basis upon substantial completion of landlord improvements, resulting in multiple lease commencement dates in 2019. Lease commencement for the remaining four floors occurred during 2020 upon substantial completion of landlord improvements. This lease runs for a term of 19 years until July 25, 2039. The operating lease asset and liability associated with this lease are $79 million and $94 million as of October 2, 2022, respectively, and $97 million and $117 million as of January 2, 2022, respectively. Rent expense associated with this lease totaled $3 million and $3 million during the 13 weeks ended October 2, 2022 and October 3, 2021, respectively, and $8 million and $8 million during the 39 weeks ended October 2, 2022 and October 3, 2021, respectively.

The Company is party to a property lease arrangement with The Yucaipa Companies LLC. This lease runs for a term of 20 years until December 31, 2038. The operating lease asset and liability associated with this lease are $17 million and $21 million as of October 2, 2022, respectively, and $11 million and $17 million as of January 2, 2022, respectively. Rent expense associated with this lease totaled $1 million and $1 million for the 13 weeks ended October 2, 2022 and October 3, 2021, respectively, and $2 million and $2 million during the 39 weeks ended October 2, 2022 and October 3, 2021, respectively.

 

Through Soho-Ludlow Tenant LLC, the Company is a party to a property lease agreement dated May 3, 2019 for 137 Ludlow Street, New York with Ludlow 137 Holdings LLC, an affiliate of The Yucaipa Companies LLC. This lease runs for a term of 22 years until April 20, 2041, with options to extend for three additional five-year terms. The operating lease right-of-use asset and liability associated with this lease were $9 million, $15 million, respectively, as of October 2, 2022 and $9 million and $15 million, respectively, as of January 2, 2022. The rent expense associated with this lease was less than $1 million and less than $1 million for the 13 weeks ended October 2, 2022 and October 3, 2021, respectively, and $1 million and $1 million during the 39 weeks ended October 2, 2022 and October 3, 2021, respectively.

The Company leases the Ludlow property from 139 Ludlow Acquisition LLC, an equity method investee. This is a 25-year lease that commenced May 1, 2016. The operating lease right-of-use asset and liability associated with this lease were $29 million and $33 million, respectively, as of October 2, 2022 and $30 million and $33 million, respectively, as of January 2, 2022. The rent expense associated with this lease was $1 million and $1 million for the 13 weeks ended October 2, 2022 and October 3, 2021, respectively, and $3 million and $3 million during the 39 weeks ended October 2, 2022 and October 3, 2021, respectively.

The Company leases the Tel Aviv House from an affiliate of Raycliff Capital, LLC which held a portion of the SHHL redeemable C ordinary shares prior to the IPO and continues to hold Class A common stock of MCG. This lease commenced on June 1, 2021. This lease runs for a term of 19 years until December 15, 2039. The operating lease right-of-use asset and liability associated with this lease were $21 million and $22 million, respectively, as of October 2, 2022 and $23 million and $22 million, respectively, as of January 2, 2022. The rent expense associated with this lease was $1 million and $2 million for the 13 weeks and 39 weeks ended October 2, 2022, respectively. The rent expense associated with this lease was $1 million and $1 million for the 13 weeks and 39 weeks ended October 3, 2021, respectively.

The Company leases the Little House West Hollywood from GHWHI, LLC, a company controlled by an affiliate of the Company. This lease commenced on October 16, 2021. This lease runs for a term of 25 years (15-year base lease term, including two 5-year renewal options). The operating lease right-of-use asset and liability associated with this lease were $65 million and $69 million, respectively, as of October 2, 2022. The rent expense associated with this lease was $1 million and $4 million for the 13 weeks and 39 weeks ended October 2, 2022, respectively.

The Company leases a property from GHPSI, LLC in order to operate the Le Vallauris restaurant in Palm Springs, California. GHPSI’s ultimate parent entity is GHREP, LLC, an affiliate of The Yucaipa Companies LLC. This lease commenced on February 2, 2022. This lease runs for a term of 15 years until March 16, 2037, with options to extend for two additional five-year terms. The operating lease right-of-use asset and liability associated with this lease were $7 million and $7 million, respectively, as of October 2, 2022. The rent expense associated with this lease was less than $1 million and $1 million for the 13 weeks and 39 weeks ended October 2, 2022, respectively.

The Company leases a property from GHPSI, LLC in order to operate the Willows Historic Palm Springs Inn in Palm Springs, California. GHPSI’s ultimate parent entity is GHREP, LLC, an affiliate of The Yucaipa Companies LLC. This lease commenced on September 15, 2022. This lease runs for a term of 15 years until September 14, 2037, with options to extend for two additional five-year terms. The operating lease right-of-use asset and liability associated with this lease were $15 million and $15 million, respectively, as of October 2, 2022. The rent expense associated with this lease was less than $1 million for both the 13 weeks and 39 weeks ended October 2, 2022.

Ned-Soho House, LLP received management fees from The Ned totaling less than $1 million for the 13 weeks ended October 2, 2022 and October 3, 2021, respectively, and $2 million and less than $1 million during the 39 weeks ended October 2, 2022 and October 3, 2021, respectively. The Company received management fees from affiliates of the Company related to the operations of The Ned New York totaling less than $1 million for the 13 weeks and 39 weeks ended October 2, 2022.

In return for arranging, and providing financial and transaction advisory services in connection with, the issuance of the Senior Secured Notes and the Senior Preference Shares as described in Note 11, Debt, and Note 14, SHHL Redeemable Preferred Shares and SHHL Redeemable C Ordinary Shares, respectively, an affiliate of Yucaipa Companies LLC received a fee in an aggregate amount of $10 million pursuant to a fee letter arrangement with the Company dated March 23, 2021.

In return for its role as sponsor in connection with our IPO, an affiliate of Yucaipa Companies LLC received a fee of $9 million pursuant to a fee letter arrangement with the Company dated July 19, 2021. The fee, which has been paid in full, has been recognized as a reduction of additional paid-in capital.

The Company received management fees under our hotel management contract for the operation of the LINE and Saguaro hotels from an affiliate of Yucaipa Companies LLC. These fees amounted to $3 million and $1 million for the 13 weeks ended October 2, 2022 and October 3, 2021, respectively, and $7 million and $1 million for the 39 weeks ended October 2, 2022 and October 3, 2021, respectively.

Fees from the provision of Soho House Design services were received from affiliates of the Company totaled $3 million and less than $1 million for the 13 weeks ended October 2, 2022 and October 3, 2021, respectively, and $8 million and $1 million for the 39 weeks ended October 2, 2022 and October 3, 2021, respectively. Costs from the provision of Soho House Design services were received from affiliates of the Company totaled $2 million and less than $1 million for the 13 weeks ended October 2, 2022 and October 3, 2021, respectively, and $4 million and $1 million for the 39 weeks ended October 2, 2022 and October 3, 2021, respectively.

 

20.
Subsequent Events

Shares repurchased
Since October 2, 2022, the Company has repurchased a total of
1,219,799
shares of Class A common stock for $
5 million as a result of the ongoing stock repurchase program as described in Note 15, Loss Per Share and Shareholders' Equity.

Restricted stock unit award issued
During October 2022, the Company granted a new restricted stock unit award with respect to
300,000 shares of Class A Common Stock as consideration to a former employee who entered into a Separation and Release Agreement with the Company following a reorganization of the Company's regional leadership team in North America. As the award is to a nonemployee, without substantive future service conditions, the associated expense will be recognized in full in the period it was granted.

Shares issued
During October 2022, the Company issued a total of
75,346 shares of Class A common stock as a result of RSU awards vesting. The Company issued an additional 75,346 shares of Class A common stock in November 2022 as a result of further RSU awards vesting.

Shares sold

Since October 2, 2022, the Company has automatically sold a total of 73,214 shares of Class A common stock for proceeds of less than $1 million on behalf of the RSU award holders. The proceeds from the sale of these shares were used to cover payroll taxes due upon the vesting of RSU awards vested in October and November 2022.

Amendment Letter Agreement to the Existing Revolving Credit Facility
On November 10, 2022, Soho House Bond Limited, a wholly-owned subsidiary of the Company entered into an amendment letter agreement to extend the termination date, from January 25, 2024 to July 25, 2026. Also included in the amendment was the addition of a springing leverage covenant and changes to the margin. A copy of the amendment letter agreement is filed as Exhibit to the Form 8-K which the Company filed with the SEC on November 10, 2022.