Amendment: SEC Form SC 13E3/A filed by Soho House & Co Inc.

RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E)

OF THE SECURITIES EXCHANGE ACT OF 1934

Soho House & Co Inc.

EH Parent LLC

The Yucaipa Companies LLC

Yucaipa American Alliance (Parallel) Fund II, L.P.

Yucaipa American Alliance Fund II, L.P.

Yucaipa American Alliance III, L.P.

Yucaipa Soho Works, Inc.

Global Joint Venture Investment Partners LP

OA3, LLC

Ron Burkle

Richard Caring

Andrew Carnie

Nick Jones

Tom Collins

(Names of Persons Filing Statement)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

586001109

(CUSIP Number of Class of Securities)

(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:  ☐

Check the following box if the filing is a final amendment reporting the results of the transaction: ☒

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction, or passed upon the adequacy or accuracy of the disclosure in this transaction statement on Schedule 13E-3. Any representation to the contrary is a criminal offense.

This Amendment No. 2 (this “Final Amendment”) to the Transaction Statement on Schedule 13E-3 (as amended, the “Transaction Statement”) is being filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (i) Soho House & Co Inc., a Delaware corporation (“Soho House”) and the issuer of Soho House’s Class A common stock, par value $0.01 per share (the “Class A Common Stock” and, together with Soho House’s Class B common stock, par value $0.01 per share, the “Common Stock”), that is the subject of the Rule 13e-3 transaction; (ii) EH Parent LLC, a Delaware limited liability company (“Parent”); (iii) The Yucaipa Companies LLC, a Delaware limited liability company (“Yucaipa”); (iv) (a) Yucaipa American Alliance Fund II, L.P. (“Fund II”), (b) Yucaipa American Alliance (Parallel) Fund II, L.P. (“Parallel Fund”), (c) Yucaipa American Alliance III, L.P. (“Alliance III”), (d) Yucaipa Soho Works, Inc. (“Soho Fund” and, together with Fund II, Parallel Fund and Alliance III, the “Yucaipa Funds”), (e) Global Joint Venture Investment Partners LP (“Global JV”) and (f) OA3, LLC (“OA3” and, together with the Yucaipa Funds and Global JV, the “Yucaipa Filing Parties”); (v) Mr. Ron Burkle; (vi) Mr. Richard Caring; (vii) Mr. Andrew Carnie; (viii) Mr. Nick Jones; and (ix) Mr. Tom Collins.

This Transaction Statement relates to the Agreement and Plan of Merger, dated August 15, 2025 (including all exhibits and documents attached thereto, and as it may be amended, supplemented or modified, from time to time, the “Merger Agreement”), by and among Soho House, Parent and EH MergerSub Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub merged with and into Soho House (the “Merger”), with Soho House surviving the Merger. As a result of the Merger, Merger Sub ceased to exist as an independent entity and, therefore, is no longer a Filing Person.

This Final Amendment is being filed pursuant to Rule 13e-3(d)(3) under the Exchange Act to report the results of the transaction that is the subject of the Transaction Statement.

Except as otherwise set forth herein, the information set forth in the Transaction Statement remains unchanged and is incorporated by reference into this Final Amendment. All information set forth in this Final Amendment should be read together with the information contained or incorporated by reference in the Transaction Statement.

While each of the Filing Persons acknowledges that the Merger may be deemed to constitute a “going private” transaction for purposes of Rule 13e-3 under the Exchange Act, the filing of this Final Amendment and the Transaction Statement shall not be construed as an admission by any Filing Person, or by any affiliate of a Filing Person, that, prior to the Merger, Soho House was “controlled” by any of the Filing Persons or their respective affiliates.

The information concerning Soho House contained in, or incorporated by reference into, the Transaction Statement and the definitive proxy statement (the “Proxy Statement”) filed under Regulation 14A of the Exchange Act with the SEC pursuant to which Soho House solicited proxies from Soho House’s stockholders in connection with the Merger was supplied by Soho House. Similarly, all information concerning each other Filing Person contained in, or incorporated by reference into, the Transaction Statement and the Proxy Statement was supplied by such Filing Person. No Filing Person, including Soho House, is responsible for the accuracy of any information supplied by any other Filing Person.

(a) — (b), (d) Source of funds; Conditions; Borrowed funds. Items 10(a), (b) and (d) are hereby amended and supplemented as follows:

In connection with the closing of the Merger, Soho House, Merger Sub and Soho House Holdings Limited (“Soho House HoldCo”) executed certain revised equity and debt funding arrangements, as described below:

Concurrently with the filing of this Final Amendment, Soho House is filing with the SEC a Current Report on Form 8-K (the “Closing Form 8-K”). Items 1.01 of the Closing Form 8-K is hereby incorporated by reference.

On January 9, 2026, at a special meeting of Soho House’s stockholders, Soho House’s stockholders adopted the Merger Agreement.

On January 29, 2026, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Soho House, with Soho House surviving the Merger. As a result of the Merger, Soho House became a privately held company owned by (1) certain of Soho House’s existing stockholders (the “Reinvestment Stockholders”) who entered into rollover and support agreements with Soho House (the “Rollover and Support Agreements”), pursuant to which certain of their shares of Common Stock and equity awards (collectively, the “Rollover Shares”) were designated to remain outstanding following the Merger and (2) certain equity investors (the “Equity Investors”) that purchased shares of Merger Sub’s common stock, par value $0.01 per share (the “Merger Sub Common Stock”), at or prior to the effective time of the Merger (the “Effective Time”), to fund a portion of the consideration payable to Soho House’s stockholders in connection with the Merger.

At the Effective Time:

Each Rollover Share remained outstanding following the Effective Time.

In connection with the Closing, Soho House notified the New York Stock Exchange (the “NYSE”) of its intent to remove the Class A Common Stock from listing on the NYSE and requested that the NYSE (1) suspend trading of the Class A Common Stock on the NYSE prior to the opening of trading on January 29, 2026 and (2) file a Notification of Removal of Listing and/or Registration on Form 25 with the SEC to delist and deregister the Class A Common Stock under Section 12(b) of the Exchange Act. The delisting and deregistration under Section 12(b) of the Exchange Act will become effective 10 days after the filing of Form 25.

Soho House intends to file with the SEC a certification and notice on Form 15 with respect to the Class A Common Stock after the delisting and deregistration under Section 12(b) of the Exchange Act becomes effective. Soho House’s reporting obligations under the Exchange Act will be suspended upon the filing of the Form 15.

The following exhibits are filed herewith:

After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 29, 2026