SECURITIES AND EXCHANGE COMMISSION FORM FWP Filing under Securities Act Rules 163/433 of free writing prospectuses Filing Date: 2021-07-06 SEC Accession No. 0001193125-21-208874 (HTML Version on secdatabase.com) SUBJECT COMPANY Membership Collective Group Inc. Mailing Address Business Address 515 W. 20TH STREET 515 W. 20TH STREET CIK:1846510| IRS No.: 000000000 | State of Incorp.:DE | Fiscal Year End: 1231 5TH FLOOR 5TH FLOOR Type: FWP | Act: 34 | File No.: 333-257206 | Film No.: 211075144 NEW YORK NY 10011 NEW YORK NY 10011 SIC: 7011 Hotels & motels (212) 627-9800 FILED BY Membership Collective Group Inc. Mailing Address Business Address 515 W. 20TH STREET 515 W. 20TH STREET CIK:1846510| IRS No.: 000000000 | State of Incorp.:DE | Fiscal Year End: 1231 5TH FLOOR 5TH FLOOR Type: FWP NEW YORK NY 10011 NEW YORK NY 10011 SIC: 7011 Hotels & motels (212) 627-9800 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-257206 July 6, 2021 The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it. The foregoing statement does not form part of the prospectus approved by the FCA (as defined below) for the purposes of the U.K. Prospectus Regulation. This document comprises a prospectus for the purposes of Article 3 of the UK version of Regulation (EU) No 2017/1129 as amended by The Prospectus (Amendment etc.) (EU Exit) Regulations 2019, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018 (the UK Prospectus Regulation) as amended relating to Membership Collective Group Inc (MCG Inc.), prepared in accordance with the prospectus regulation rules (the UK Prospectus Regulation Rules) of the Financial Conduct Authority (the FCA) made under section 73A of the Financial Services and Markets Act 2000 (the FSMA). This prospectus has been approved by the FCA in accordance with section 87A of the FSMA and has been made available to the public in accordance with Prospectus Rule 3.2.1. The FCA, as the competent authority under the UK Prospectus Regulation, only approves this prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation and such approval should not be considered as an endorsement of MCG Inc. or the quality of its shares of Class A common stock (as defined below) that are the subject of this prospectus. Prospective investors should make their own assessment as to the suitability of investing in the Class A common stock of MCG Inc. of US$0.01 par value per share (the Class A common stock) offered to eligible employees of Soho House Holdings Limited and its affiliates (Eligible Employees) and eligible members of certain membership brands of the Membership Collective Group (Eligible Members) in each case who are resident and located in the United Kingdom (such persons, UK Eligible Employees and UK Eligible Members, respectively, and together, Eligible UK Participants) pursuant to, and subject to the terms of, the offer described in this prospectus (the UK Community Offer). An application has been made for the shares of Class A common stock to be listed on the New York Stock Exchange (the NYSE) with the ticker symbol MCG. No application has been or will be made for the shares of Class A common stock to be admitted to listing on or by any other stock exchange, including any stock exchange in the United Kingdom. It is expected that conditional dealings of the shares of Class A common stock on the NYSE will commence at 9:30 a.m. (New York time) on or about July 15, 2021, being the New York business day following the Pricing Date (as defined herein). The shares of Class A common stock will only be traded on the NYSE as dematerialised shares and, accordingly, no documents of title will be issued to successful applicants who wish to apply for shares of Class A common stock. Eligible UK Participants who acquire shares of Class A common stock and are successful will have the option of holding their shares of Class A common stock directly or through a participant in CREST (as defined below). Any Eligible UK Participant who holds their shares of Class A common stock in CREST will be subject to additional requirements in order to settle trades in their shares of Class A common stock following completion and settlement of the sale and purchase of the shares of Class A common stock pursuant to the Combined Offers (Completion), which may delay their ability to do so. See Part 6 (Details of the UK Community Offer) for a description of these requirements. No Eligible UK Participant will be able to deal in their shares of Class A common stock prior to commencement of conditional dealings of the shares on the NYSE. The directors of MCG Inc., whose names appear on page 46 of this prospectus (the Directors), and MCG Inc. accept responsibility for the information contained in this prospectus. To the best of the knowledge of the Directors and MCG Inc., the information contained in this prospectus is in accordance with the facts and makes no omission likely to affect the import of such information. On Completion, MCG Inc. will have two classes of authorised common stock. The holders of MCG Inc.s shares of Class A common stock will be entitled to one vote per share of Class A common stock, and the holders of the shares of Class B common stock will be entitled to ten votes per share of Class B common stock. Certain of MCG Inc.s existing equity owners (and their affiliates) comprise the Voting Group (as described herein) that will hold all of its issued and outstanding Class B common stock and will have the right to convert Class B common stock held by them into shares of Class A common stock on a one-for-one basis. On Completion, the Voting Group will own Class B common stock representing 94.7% of the combined voting power of MCG Inc.s common stock (assuming the Offer Price is set at the mid-point of the Expected Price Range and no exercise of the over-allotment option described herein). As a result, members of the Voting Group, when voting together as a group, will be able to control any action requiring approval of MCG Inc.s stockholders so long as the Voting Group owns a requisite percentage of MCG Inc.s total outstanding common stock. Accordingly, MCG Inc. will be a controlled company within the meaning of the corporate governance rules of the NYSE. See ManagementDirector independence of Part 10 (Relevant Information extracted from the Registration Statement relating to the International Offer). Prospective investors in the shares of Class A common stock should read this prospectus in its entirety before making any decision as to whether to purchase shares of Class A common stock. See Part 2 (Risk Factors) for a discussion of certain risks and other factors that should be considered prior to any investment in the shares of Class A common stock. Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Class A Common Stock MEMBERSHIP COLLECTIVE GROUP INC. (Incorporated in the State of Delaware, United States of America (file number 4945249)) Offer of shares of Class A common stock par value US$ 0.01 each to Eligible UK Participants at an Offer Price expected to be between US$14.00 and US$16.00 per share of Class A common stock(1) (payable in equivalent pounds Sterling) EXPECTED SHARE CAPITAL IMMEDIATELY FOLLOWING COMPLETION OF THE COMBINED OFFERS AND COMMENCEMENT OF CONDITIONAL DEALINGS OF THE SHARES ON THE NYSE AND ASSUMING NO EXERCISE OF THE OVER-ALLOTMENT OPTION Issued and fully paid Number Nominal Value Shares of Class A common stock 71,811,922 US$ 0.01 Shares of Class B common stock 129,110,352 US$ 0.01 The contents of this prospectus are not to be construed as legal, business or tax advice. None of MCG Inc. or any of its representatives, is making any representation to any offeree or purchaser of the shares of Class A common stock regarding the legality of an investment in the shares of Class A common stock by such offeree or purchaser under the laws applicable to such offeree or purchaser. Each prospective investor should consult his or her own lawyer, independent adviser or tax adviser for legal, financial or tax advice in relation to any subscription for Class A common stock. Prospective investors should be aware that an investment in MCG Inc. involves a degree of risk and that, if certain of the risks described in this prospectus occur, they may find their investment materially and adversely affected. Accordingly, an investment in the shares of Class A common stock is only suitable for prospective investors who are particularly knowledgeable in investment matters and who are able to bear the loss of the whole or part of their investment.