Soho House & Co. stockholders approved a take-private merger exceeding $500 million in enterprise value, removing the membership club operator from public markets after a three-year run that saw its share price collapse 87% from peak to trough. The deal, backed by a consortium including existing investor Ron Burkle, closes within days pending final procedural filings due May 4. Ashton Kutcher, early-stage backer of Airbnb and Uber, joins the board as the company accelerates a wellness-infrastructure buildout that CEO Andrew Carnie describes as replacing "hedonism" with "recovery."
The merger vote passed with overwhelming support from holders controlling 94% of shares cast, a threshold that reflects both the stock's depressed valuation and limited alternative paths for liquidity. Soho House went public in July 2021 at $14 per share via SPAC; the take-private values equity at approximately $9.50 per share, below even the deflated trading range of recent months. The consortium's offer represents a 22% premium to the undisturbed 30-day average but remains 32% below IPO pricing. Public investors who bought at debut lost roughly a third of principal. Those who entered during the 2022 meme-stock spike lost substantially more.
The timing aligns with Carnie's operational pivot, disclosed in Guardian reporting concurrent with the merger close. Soho House is embedding IV-drip stations, cryotherapy units, and "recovery lounges" into existing Houses while designing new properties with dedicated wellness floors from inception. The shift responds to member behavior tracked since 2022: bar revenues per visit declined 18% while spa and fitness bookings rose 31%, according to internal data cited by Carnie. The company operates 43 Houses globally with 230,000 members paying annual dues ranging from $2,400 to $4,800 depending on geography and access tier. Membership applications grew 14% year-over-year in Q4 2024, but average revenue per member fell 6% as cocktail tabs shrank and wellness services—currently lower-margin add-ons—failed to offset the gap.
Kutcher's board appointment matters less for celebrity adjacency than for his operational role in wellness-adjacent hospitality. He co-founded and remains a limited partner in Sound Ventures, which backed Remedy Place, the LA-based social-wellness club that pioneered the IV-drip-lounge format Soho House now emulates. His involvement signals the private consortium's intent to accelerate rather than stabilize: expect capital deployment into higher-capex wellness build-outs that would have drawn analyst skepticism in public markets. The take-private structure also removes quarterly-earnings pressure that previously constrained Soho House's ability to temporarily compress margins during facility retrofits. The company's 2024 EBITDA margin sat at 11%, below the 15-18% range of mature luxury-hospitality comps, partly because wellness infrastructure investments hit P&L before membership premiums materialize.
Operators and allocators should track three developments over the next 18 months. First, watch whether Soho House raises membership dues by summer 2025; private ownership permits price testing that public-market IR teams typically resist. Second, monitor new-House openings in secondary wellness hubs—Austin, Nashville, Boulder—where demographic and psychographic fit exceeds traditional metro density. Third, observe whether the company begins licensing its wellness-infrastructure playbook to independent luxury hotels, a B2B revenue stream Carnie mentioned in passing but has not yet formalized. That move would signal confidence that the formula works at scale and margin.
The merger removes one of the few publicly traded pure-play membership-club operators, leaving allocators with limited comparable exposure outside of private-equity-held competitors like Core Club and private-membership verticals within larger hospitality groups. The wellness pivot, if executed with capital discipline, could reposition Soho House as infrastructure for a demographic cohort that still values exclusivity but expresses it through biometric optimization rather than bottle service. The question is whether $500 million buys enough runway to prove the model before the next liquidity event.
The takeaway
Soho House's **$500M+** take-private closes as CEO pivots from nightlife to wellness infrastructure; watch membership pricing and secondary-market expansion by mid-2025.
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