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LISTING MEMORANDUM £7500000 Soho House

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LISTING MEMORANDUM £7500000 Soho House LISTING MEMORANDUM £7,500,000 Soho House Bond Limited 9⅛% Senior Secured Notes due 2018 Our Company Guarantees . The notes are fully and unconditionally guaranteed, jointly and severally, by Soho House & Co Limited and certain of our existing We are a fully integrated hospitality company that operates and future subsidiaries. exclusive, private members clubs as well as hotels, restaurants and spas across major metropolitan cities including London, New York, Los Angeles, Miami, Ranking . The notes and the guarantees rank equal in right of Toronto and Berlin. We were founded in London in 1995 with a vision to payment with all of the issuer’s and the guarantors’ existing and future senior create an exclusive social gathering place for like-minded people in the film, indebtedness (subject to the waterfall provisions in the Intercreditor Agreement media and creative industries to network, entertain and/or host private functions in respect of proceeds from the enforcement of collateral), rank senior in right such as meetings, special events and film screenings. As of September 27, of payment to all of the issuer’s and the guarantors’ existing and future 2015, we had over 52,000 members with a global waiting list of over 32,000 subordinated indebtedness and be effectively senior to all of the issuer’s and the potential members and we operated 15 Houses, 30 restaurants, 12 spas and 481 guarantors’ existing and future unsecured indebtedness to the extent of the value hotel rooms across the portfolio. of the collateral securing the notes and the guarantees. The Notes Security Interest . The notes and the guarantees are secured by security interests as more specifically described under “Description of Notes— Offering . £7,500,000 aggregate principal amount of 9 ⅛% Senior Security.” Under the terms of the intercreditor agreement, in the event of an Secured Notes due 2018 (the “additional notes”). We previously issued enforcement of the collateral, the holders of the notes will receive proceeds £115 million in aggregate principal amount of 9 ⅛% Senior Secured Notes due from the collateral only after obligations under our revolving credit facility and 2018 under an indenture dated September 27, 2013 (the “Base Indenture”) certain hedging obligations have been paid in full. See “Description of Notes— which we refer to in this offering memorandum as the “original notes”. We also Security” and “Description of Notes—Intercreditor Agreement.” previously issued an additional £30 million in aggregate principal amount of 9⅛% Senior Secured Notes due 2018 under the indenture (the “ Base Optional Redemption . On or after October 1, 2015, we may Indenture ”), dated as of September 27, 2013, as supplemented by the first redeem some or all of the notes at a premium that will decrease ratably over supplemental indenture, dated as of May 9, 2014 (the “ First Supplemental time as set forth under “Description of Notes,” plus accrued and unpaid interest, Indenture ”), and the second supplemental indenture, dated as of May 14, 2014 if any, to the date of redemption. (the “ Second Supplemental Indenture ” and, together with the First Supplemental Indenture, the “ Supplemental Indentures ,” and, the Supplemental Indentures Change of Control . If we experience certain kinds of changes of together with the Base Indenture, the “ indenture ”) which we refer to in this control, each holder of the notes will have the right to require the issuer to listing memorandum as the “second issuance notes” and, together with the repurchase all or any part of their notes at an offer price in cash equal to 101% original notes, as the “existing notes”. The additional notes form a part of the of the aggregate principal amount thereof, plus accrued and unpaid interest, if same series as the existing notes. The existing notes and the additional notes are any, to the date of purchase. See “Description of Notes—Repurchase at the treated as a single class for all purposes of the indenture, including without Option of Holders—Change of Control.” limitation, waivers, amendments, redemptions and offers to purchase. The Asset Sale Offer . Upon certain asset sales, the issuer may be additional notes offered have the same CUSIP number as the existing notes. required to use the net proceeds of such sales to repurchase a portion of the The additional notes that have the same CUSIP number as the existing notes are notes at a price in cash equal to 100% of their aggregate principal amount, plus expected to be fungible with the existing notes. The additional notes and the accrued and unpaid interest, if any. See “Description of Notes—Repurchase at existing notes are referred to together as the “notes” unless the context indicates the Option of Holders Asset Sales.” otherwise. No Public Market . The notes will not be registered with the Use of Proceeds . The proceeds of the offering were used or will be Securities and Exchange Commission, and we will not make an offer to used for general corporate purposes and to pay fees and expenses in connection exchange the notes for registered notes not subject to transfer restrictions or with the offering and related transactions. otherwise register the notes for resale under the Securities Act. There is Interest . We will pay interest on the notes at an annual rate of currently no public market for the additional notes. Application has been made 9⅛%, semi-annually on April 1 and October 1 of each year. The first such to list the additional notes on the Official List of the Luxembourg Stock payment on the additional notes will be made on April 1, 2016 and will include Exchange and to have the additional notes traded on the Luxembourg Stock accrued interest on the additional notes since October 1, 2015. Exchange’s Euro MTF Market. The Euro MTF Market is not a regulated market for purposes of the provisions of Directive 2004/39/EC on markets in Maturity . The notes will mature on October 1, 2018. financial instruments. Delivery . Delivery of the notes was made through Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme on December 10, 2015. Investing in the notes involves a high degree of risk. See the section entitled “Risk Factors” beginning on page 9 of this listing memorandum. We have not registered nor do we intend to register, the notes or the guarantees under the Securities Act of 1933, as amended (the “Securities Act”), any other federal securities laws or the securities laws of any jurisdiction. See the section entitled “Notice to Investors” and “Plan of Distribution” for additional information about eligible offerees and transfer restrictions. Issue Price: 100% plus accrued interest, if any, from October 1, 2015 The date of this listing memorandum is February 12, 2016 INDUSTRY AND MARKET DATA Certain information regarding markets, market size, market share, market position, growth rates and other industry data pertaining to the Group contained in this Listing Memorandum were estimated or derived based on assumptions we deem reasonable and from our own research, surveys or studies conducted by third parties and other industry or general publications. While we believe the Group’s internal estimates to be reasonable, these estimates have not been verified by any independent sources and the Issuer cannot assure you as to their accuracy or the accuracy of the underlying assumptions used to estimate such data. Our estimates involve risks and uncertainties and are subject to change based on various factors. See “Risk Factors” for further discussion. SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES Soho House Bond Limited is a private limited company incorporated under the laws of Jersey. All of the officers and certain of the directors named herein reside outside the United States and a substantial portion of the assets of the Company and all or a substantial portion of the assets of such officers and directors are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon such persons or to enforce against them judgments obtained in United States courts predicated upon the civil liability provisions of the federal securities laws of the United States. PRESENTATION OF FINANCIAL INFORMATION Basis of Presentation Unless otherwise indicated, the financial information presented in this listing memorandum has been prepared in accordance with generally accepted accounting practices in the U.K. (“U.K. GAAP”). Our consolidated financial statements for annual periods are typically based on a 52-week or 53-week period and we report annually on a 12-month fiscal period ending on or around December 31. References to “Fiscal 2013” or “Fiscal Year 2013” refer to the 52-week period ending December 29, 2013. References to “Fiscal 2014” or “Fiscal Year 2014” refer to the 52-week period ending December 28, 2014. References to “the First Three Quarters of 2014” refer to the 39-week period ending September 28, 2014. References to “the First Three Quarters of 2015” refer to the 39-week period ending September 27, 2015. Our consolidated results are reported according to U.K. GAAP. Our annual consolidated financial statements are audited by BDO LLP. The interim financial information disclosed herein for the 39 weeks ended September 27, 2015 and September 28, 2014 were not audited or reviewed by BDO LLP. Monthly management accounts are prepared locally in each region in accordance with group accounting policies and consolidated at our head office in the U.K. In January 2012, affiliates of The Yucaipa Companies, LLC through a series of transactions acquired approximately 60% of Parent (the ‘‘Acquisition”). Upon the consummation of the Acquisition, Parent replaced Abertarff Limited (our “predecessor”) as the ultimate parent of Soho House & Co. The consolidated financial statements for Parent are produced on an annual and quarterly basis.
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