Membership Collective Group, INC. Announces Launch of Initial Public Offering

By: Membership Collective Group via Business Wire

July 06, 2021 at 07:22 AM EDT

Membership Collective Group (“MCG”), a global membership platform comprised of Soho House, Soho Works, The Ned, Scorpios Beach Club and Soho Home, and related digital platforms, today announced that it has commenced the roadshow for its proposed initial public offering of its Class A common stock. MCG has filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission (“SEC”) to offer 30,000,000 shares of its Class A common stock to the public. In addition, MCG is granting the underwriters a 30-day option to purchase up to an additional 4,500,000 shares of its Class A common stock. The initial public offering price is expected to be between $14.00 to $16.00 per share. MCG has applied to list its Class A common stock on the New York Stock Exchange under the ticker symbol “MCG”.

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Soho House New York (Photo: Business Wire)

J.P. Morgan, Morgan Stanley and BofA Securities will serve as joint lead book runners for the proposed offering. Goldman Sachs & Co. LLC and HSBC will be joint book runners. Citigroup, William Blair and Loop Capital Markets will serve as co-managers.

The proposed offering in the U.S. will be made only by means of a prospectus. Copies of the preliminary prospectus, when available, may be obtained from: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by email at prospectus-eq_fi@jpmorgan.com or by telephone at (866) 803-9204 or Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014 or by email at prospectus@morganstanley.com.

A registration statement on Form S-1 relating to the proposed initial public offering has been filed with the SEC but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective.

The prospectus and registration statement referred to above will not constitute an offer to sell or the solicitation of an offer to buy these securities to or from any person in the United Kingdom or any other jurisdiction to whom or in which such offer or solicitation would be unlawful. The prospectus and registration statement referred to above are not directed at persons in the United Kingdom and are not being distributed to, and must not be passed on to, the general public in the United Kingdom and no such person in the United Kingdom or such other jurisdiction may subscribe for or acquire shares in MCG or otherwise rely on the contents of such prospectus. In addition, this press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Membership Collective Group

The Membership Collective Group (MCG) is a global membership platform of physical and digital spaces that connects a vibrant, diverse and global group of members. These members use the MCG platform to work, socialize, connect, create and flourish all over the world. We began with the opening of the first Soho House in 1995 and remain the only company to have scaled a private membership network with a global presence. Members around the world engage with MCG through our global portfolio of 30 Soho Houses, 9 Soho Works, The Ned in London, Scorpios Beach Club in Mykonos, Soho Home – our interiors and lifestyle retail brand – and our digital channels.

United Kingdom: This communication is for information purposes only and is not an offer of securities to the public in the United Kingdom or in any other jurisdiction. This communication constitutes a financial promotion for the purposes of section 21 of the Financial Services and Markets Act 2000 and has been approved by PrimaryBid Limited which is authorized and regulated by the Financial Conduct Authority (FRN 779021).

Any subscription or purchase of securities possible offering should be made solely on the basis of information contained in a relevant prospectus which may be issued by MCG. The information in this announcement is subject to change. Before subscribing for or purchasing any shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the relevant prospectus, if published. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to acquire, whether by subscription or purchase, any shares or any other securities, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with, or act as any inducement to enter into, any contract or commitment whatsoever.

MCG may decide not to go ahead with the possible offering and there is therefore no guarantee that a prospectus will be published, the proposed offering will be made or be consummated. Potential investors should not base their financial decision on this announcement. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making investments should consult an authorized person specializing in advising on such investments. This announcement does not constitute a recommendation concerning a possible offer. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of a possible offer for the person concerned.

Nothing contained herein constitutes or should be construed as (i) investment, tax, financial, accounting or legal advice; (ii) a representation that any investment or strategy is suitable or appropriate to your individual circumstances; or (iii) a personal recommendation to you.

This communication is not a prospectus for the purposes of Regulation (EU) No 2017/1129 as amended by The Prospectus (Amendment etc.) (EU Exit) Regulations 2019, which is part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, but an advertisement. A prospectus may be published in the United Kingdom in due course on the Company's website at www.membershipcollectivegroup.com.