Membership Collective Group Inc. (Form: 8-K, Received: 02/14/2022 07:42:12)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 14, 2022

Membership Collective Group Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-40605	86-3664553
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

180 Strand
London, United Kingdom		WC2R 1EA
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: +44 (0) 207 8512300

(Former Name or Former Address, if Changed Since Last Report)

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)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	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:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.01 per share	MCG	New York Stock Exchange LLC

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 February 11, 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 £55.0 million senior revolving facility agreement (the “Revolving Credit Facility”), dated December 5, 2019, 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 Revolving Credit Facility was extended on May 7, 2020 in order to access an additional facility of £20.0 million and amended and restated on November 15, 2021.

The Amendment Letter amends the Revolving Credit Facility to extend the Termination Date, as defined therein, from January 25, 2023 to January 25, 2024.

Except as noted above, the 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		Description
10.1		Amendment Letter Agreement dated as of February 11, 2022 among Soho House Bond Limited, the subsidiary obligors party thereto and Global Loan Agency Services Limited, acting on behalf of the Lenders under the Revolving Credit Facility.
104		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.


			Membership Collective Group Inc.

Date:	February 14, 2021	By:	/s/ Humera Afzal
			Humera Afzal, 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

11 February 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.

RCF AGREEMENT AMENDMENT AND CONSENT

(a)

We request, and the Agent (acting on the instructions of all the Lenders) agrees, with effect from the time at which the Agent countersigns this letter (acting on the instructions of all the Lenders) (the “Effective Time”), to amend the definition of “Termination Date” in Clause 1.1 (Definitions) of the RCF Agreement as follows (the “Amendment”):

“Termination Date” means:

in relation to the Original Revolving Facility and the 2020 Additional Facility, 25 January 2024; and

in relation to any Additional Facility (excluding, for this purpose, the 2020 Additional Facility), the date specified in the applicable Additional Facility Notice.

(b)

In consideration for the Lenders agreeing to the Amendment, we agree to pay to the Agent for the account of the Lenders in equal parts between them a consent fee of GBP £468,750 (the “Consent Fee”). The Consent Fee shall be due and payable on the date falling 5 Business Days after the Effective Time.

REPRESENTATIONS AND WARRANTIES

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.

SECURITY AND GUARANTEE CONFIRMATION

(a)

Each Obligor confirms that, with effect from the Effective Time, the guarantees and indemnities set out in Clause 21 (Guarantee and Indemnity) of the RCF Agreement shall:

continue to apply in full force and effect in respect of its obligations under the Finance Documents (as amended, restated and/or supplemented by this letter and notwithstanding any amended, additional or more onerous obligations); and

ii.

extend to all of its new obligations under the Finance Documents arising from the Amendment, subject only to the limitations set out in Clauses 21.11 (Other Limitations) to 21.15 (Guarantee Limitation - Germany) of the RCF Agreement (the “Guarantee Limitations”) and notwithstanding any amended, additional or more onerous obligations.

(b)

Each Obligor confirms that, from the Effective Time, subject to the Guarantee Limitations:

its liabilities and obligations arising under the RCF Agreement and the other Finance Documents as amended, restated and/or supplemented by this letter already are included in the “Secured Obligations” as defined in the Intercreditor Agreement;

ii.

any Security created by it under the Transaction Security Documents continues to secure and extends to its liabilities and obligations under the Finance Documents (including the RCF Agreement as amended, restated and/or supplemented by this letter and notwithstanding any amended, additional or more onerous obligations); and

iii.

the Security created under each Transaction Security Document to which it is a party continues in full force and effect under the terms of the relevant Transaction Security Document and notwithstanding any amended, additional or more onerous obligations.

(c)

Each of the parties to this letter confirms that the Amendment pursuant to this letter shall not constitute a novation of the RCF Agreement.

RESERVATION OF RIGHTS

The Amendment contemplated in this letter is 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.

COSTS AND EXPENSES

Any costs and expenses incurred by the Finance Parties in connection with this letter and the Amendment shall be paid in accordance with clause 20 (Costs and Expenses) of the RCF Agreement.

MISCELLANEOUS

(a)

This letter is designated as a Finance Document under the RCF Agreement. With effect from the Effective Time, this letter and the RCF Agreement shall be read and construed as one document.

(b)

If, at any time, any provision of this letter is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

(c)

This letter may be executed in any number of counterparts and all those counterparts taken together shall be deemed to constitute one and the same letter. Delivery of a counterpart of this letter by e-mail attachment or telecopy shall be an effective mode of delivery.

GOVERNING LAW

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.

COMPANY


	/s/ Nick Jones

SOHO HOUSE BOND LIMITED

OBLIGORS


	/s/ Nick Jones

SOHO HOUSE & CO LIMITED


	/s/ Nick Jones

SOHO HOUSE BOND LIMITED


	/s/ Nick Jones

BN MIDCO LIMITED


	/s/ Nick Jones

BN ACQUIRECO LIMITED


	/s/ Nick Jones

ABERTARFF LIMITED


	/s/ Nick Jones

SHG ACQUISITION (UK) LIMITED


	/s/ Nick Jones

SOHO HOUSE LIMITED


	/s/ Nick Jones

SOHO HOUSE UK LIMITED


	/s/ Nick Jones

COWSHED PRODUCTS LIMITED


	/s/ Nick Jones

SOHO HOUSE PROPERTIES LIMITED


	/s/ Nick Jones

SOHO HOME LIMITED


	/s/ Nick Jones

SOHO U.S. CORP.


	/s/ Nick Jones

US ACQUIRECO, INC.


	/s/ Nick Jones

SOHO HOUSE NEW YORK LLC


	/s/ Nick Jones

SOHO HOUSE WEST HOLLYWOOD LLC


	/s/ Nick Jones

SOHO HOUSE, LLC


	/s/ Nick Jones

SOHO HOUSE CHICAGO LLC


	/s/ Nick Jones

LITTLE BEACH HOUSE MALIBU, LLC


	/s/ Nick Jones

SOHO-DUMBO, LLC


	/s/ Nick Jones

SOHO-LUDLOW TENANT, LLC


	/s/ Nick Jones

SOHO-CECCONl'S (WATER STREET), LLC


	/s/ Nick Jones

SOHO HOUSE BERLIN GMBH

Accepted and agreed by


	/s/ Lee Morrell - Senior Transaction Manager

GLOBAL LOAN AGENCY SERVICES LIMITED

as Agent under the RCF Agreement (acting on behalf of all the Lenders under the RCF Agreement)