Share-Based Compensation | 14. Share-Based Compensation In January 2012, in conjunction with the Acquisition, Soho House & Co Limited issued 4,469,417 B ordinary shares to its founder and CEO, with a weighted-average grant date fair value of $ 0.33 (£ 0.21 ) per share. These shares were restricted upon issuance and were scheduled to vest annually in equal installments over a five-year service period, or cliff-vest at the time of a change of control transaction, if earlier. This issuance of shares was accounted for similar to a stock option due to the consideration associated with the shares being due at the time of such shares being transferred or sold or, if earlier, December 31, 2020. All B ordinary shares became fully vested on January 12, 2017 and the Company received payment in full for the stock issuance. No share-based compensation expense has been recognized with respect to the B ordinary shares in any of the periods presented. In August 2020, the Company established the 2020 Equity and Incentive Plan (the “2020 Plan”) under which SHHL Share Appreciation Rights (“SARs”) and SHHL Growth Shares were issued to certain employees. The awards are settled in SHHL ordinary D shares and the Company can grant up to 9,978,143 SHHL ordinary D shares under the 2020 Plan. In connection with the IPO in July 2021, 25% of the outstanding awards accelerated in accordance with the original plan and all of the outstanding awards were exchanged into awards that will be settled in Class A common stock of MCG. As a result of the exchange, 7,127,246 SHHL SARs were converted into 6,023,369 MCG SARs and 2,850,897 SHHL Growth Shares were converted into 781,731 MCG restricted stock awards. The exchanged awards are subject to the same vesting conditions as the original awards. The Company treated the exchange as a Type I probable-to-probable modification and measured the incremental cost of $ 5 million. The expense for accelerated awards and the incremental cost associated with vested awards of $ 13 million was recognized immediately upon the exchange. In July 2021, the Company established its 2021 Equity and Incentive Plan (the "2021 Plan"). The 2021 Plan allows for grants of nonqualified stock options, SARs, and RSUs, or performance awards. There were 12,107,333 shares initially available for all awards under the 2021 Plan and the shares available will increase annually on the first day of each calendar year, beginning with the calendar year ending December 31, 2022. As of January 2, 2022, there were 9,484,456 shares available for future awards. SHHL SARs and SHHL Growth Shares granted during 2020 under the 2020 Plan were scheduled to vest annually in equal installments over a four-year period, or cliff-vest at the time of a change of control transaction, if earlier. Upon a Qualifying IPO event (initial public offering where primary and secondary proceeds exceed $ 100 million), the 2020 Plan allowed for up to one year of vesting to accelerate. SHHL SARs had a base price per share of $ 10.523 and a contractual term of 10 years. According to the provisions of the 2020 Plan, exercised SHHL SARs would be settled in cash upon a change of control and in ordinary shares upon an IPO event. SHHL Growth Shares would be settled in D ordinary shares and were scheduled to vest upon a change in control or an IPO event. All awards issued under the 2020 Plan are accounted for as equity classified awards. In July 2021, the Company granted 2,115,887 RSUs to employees and Board members under the 2021 Plan. The RSUs vest in two equal installments on the second and third anniversaries of the grant date, with the exception of RSUs granted to certain executives, which vest in four equal installments on the first , second , third , and fourth anniversaries of the grant date. In December 2021, the Company granted 506,990 RSUs to certain employees that will vest over a month. As of January 2, 2022, there were 2,622,877 RSUs outstanding under the 2021 Plan. All RSUs are accounted for as equity classified awards. Share-based compensation during the fiscal years ended January 2, 2022 and January 3, 2021 was recorded in the consolidated statements of operations within general and administrative expense as shown in the following table: For the Fiscal Year Ended (in thousands) January 2, 2022 January 3, 2021 SARs $ 15,998 $ 885 Restricted stock awards (Growth Shares) 5,246 1,733 RSUs 5,416 — Total share-based compensation expense $ 26,660 $ 2,618 There was no share-based compensation expense recognized for the fiscal year ended December 29, 2019. The weighted-average assumptions used in valuing SARs and restricted stock awards (previously granted as Growth Shares) granted during each period are set forth in the following table: For the Fiscal Year Ended January 2, 2022 For the Fiscal Year Ended January 3, 2021 Expected average life (1) 3.50 years 3.50 years Expected volatility (2) 50 – 55 % 45 % Risk-free interest rate (3) 0.32 – 0.43 % 0.25 % Expected dividend yield (4) 0.00 % 0.00 % (1) The expected average life assumption is based on the Company's expectation for a liquidity event as a grant date. (2) The expected volatility assumption is developed using leverage-adjusted historical volatilities for public peer companies for the period equal to the expected average life of the awards. (3) The risk-free rate is based on the US Treasury Rate Yield Curve Rate as of the grant date with maturities equal to the expected average life of the awards. (4) The expected dividend yield is 0.0% since the Company does not expect to pay dividends. The weighted-average grant date fair values for SARs granted during the fiscal years ended January 2, 2022 and January 3, 2021 were 4.43 and $ 3.46 , respectively. There were no SARs granted during the fiscal year ended December 29, 2019. The following table shows a summary of all SARs granted under the 2020 Plan: Number of Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding as of December 31, 2019 — — Granted 5,815,850 $ 10.52 Exercised — — Forfeited ( 278,852 ) 10.52 Outstanding as of January 3, 2021 5,536,998 $ 10.52 9.65 $ — Exercisable as of January 3, 2021 10,991 10.52 9.67 — Vested and expected to vest as of January 3, 2021 5,536,998 $ 10.52 9.65 $ — Granted 1,687,632 11.45 Forfeited (pre-IPO conversion) ( 97,384 ) 10.86 Exercised — — Converted (IPO conversion) ( 1,103,877 ) Forfeited (post-IPO conversion) ( 182,886 ) 12.63 Outstanding as of January 2, 2022 5,840,483 $ 12.72 8.61 $ 1,733,089 Exercisable as of January 2, 2022 2,808,660 12.72 8.40 864,610 Vested and expected to vest as of January 2, 2022 5,840,483 $ 12.72 8.61 $ 1,733,089 As of January 2, 2022, total compensation expense not yet recognized related to unvested SARs issued under the 2020 Plan was approximately $ 14 million, which is expected to be recognized over a weighted average period of 1.79 years. The following table shows a summary of all restricted stock awards (previously granted as Growth Shares) granted under the 2020 Plan: Number of Shares Weighted Average Grant Date Fair Value Nonvested as of December 29, 2019 — — Granted 2,850,897 $ 3.46 Vested — — Forfeited — — Nonvested as of January 3, 2021 2,850,897 $ 3.46 Vested and not yet released as of January 3, 2021 — Outstanding as of January 3, 2021 2,850,897 $ 3.46 Granted — — Converted ( 2,069,166 ) — Vested ( 390,866 ) 13.28 Forfeited — — Nonvested as of January 2, 2022 390,865 $ 13.28 Vested and not yet released as of January 2, 2022 390,866 13.28 Outstanding as of January 2, 2022 781,731 $ 13.28 As of January 2, 2022, total compensation expense not yet recognized related to unvested restricted stock awards (Growth Shares) was approximately $ 4 million, which is expected to be recognized over a weighted average period of 1.64 years. The following table shows a summary of all RSUs granted under the 2021 Plan: Number of Shares Weighted Average Grant Date Fair Value (1) Nonvested as of January 3, 2021 — — Granted 2,622,877 $ 10.98 Vested — — Forfeited — — Nonvested as of January 2, 2022 2,622,877 $ 10.98 Vested and not yet released as of January 2, 2022 — — Outstanding as of January 2, 2022 2,622,877 $ 10.98 (1) The amount of share-based compensation for the RSUs is based on the fair value of our Class A common stock at the grant date. As of January 2, 2022, total compensation expense not yet recognized related to unvested RSUs under the 2021 Plan was approximately $ 23 million, which is expected to be recognized over a weighted average period of 3.02 years. 15. SHHL Redeemable Preferred Shares In May 2016, the Company issued 10,000,000 , 7 % SHHL redeemable preferred shares totaling £ 10 million ($ 15 million) to unrelated parties. These shares were redeemable by the holders upon an exit, such as an IPO, or sale of the Company and the cumulative dividends are only paid on redemption. As of January 3, 2021, redemption of the preferred shares was not probable. During the second quarter of Fiscal 2021, the Company concluded that the shares were probable of becoming redeemable and, therefore, accreted the shares to their redemption value. The accretion of $ 5 million is reflected as a reduction in additional paid-in capital on the consolidated statements of changes in redeemable shares and shareholders’ equity (deficit). In addition, the Company remeasured the SHHL redeemable preferred shares and recognized a foreign currency translation gain of $ 1 million for the fiscal year ended January 2, 2022, which is reflected within accumulated deficit on the consolidated statements of changes in redeemable shares and shareholders’ equity (deficit). The Company redeemed these preferred shares for cash totaling $ 20 million in July 2021. On March 31, 2021, the Company issued 12,970,766 senior convertible preference shares (the “Senior Preference Shares”) in an aggregate liquidation preference of $ 175 million, or approximately $ 13.49 per Senior Preference Share (the “Issuance Price”), to certain funds managed, sponsored or advised by Goldman Sachs & Co. LLC or its affiliates (the “Preference Share Investors”). The Company received net proceeds of $ 162 million and incurred transaction costs of $ 13 million related to the Senior Preference Shares. The Senior Preference Shares accrue a non-cash dividend of 8 % per annum on the investment amount of the Senior Preference Shares plus all previously compounded non-cash dividends. During the fiscal year ended January 2, 2022, the Company recognized non-cash preferred dividends of $ 4 million as an adjustment to the carrying value of the Senior Preference Shares, with a corresponding reduction in additional paid-in capital on the consolidated statements of changes in redeemable shares and shareholders’ equity (deficit). In addition, the Company recognized a deemed dividend of $ 51 million in connection with the conversion of the Senior Preference Shares into Class A common stock, because the conversion was effected at a discount to the public offering price. This deemed dividend is reflected as a reduction in additional paid-in capital on the consolidated statements of changes in redeemable preferred shares and shareholders' equity (deficit). On July 19, 2021, all of the outstanding Senior Preference Shares were converted into an aggregate of 15,526,619 shares of Class A common stock of MCG immediately upon the closing of the IPO (as described in Note 1, Nature of the Business). 16. SHHL C Ordinary Shares On August 23, 2019, the Company issued 4,276,347 SHHL redeemable C ordinary shares to an unrelated third party for a total subscription price of $ 45 million. On the same date, the new investor purchased 475,150 SHHL A ordinary shares directly from Mr. Nick Jones for $ 5 million; these shares were immediately converted into an equal number of SHHL redeemable C ordinary shares. On November 4, 2019, the Company issued an additional 2,181,507 shares to the same investor for $ 20 million, resulting in a total of 6,933,004 SHHL redeemable C ordinary shares issued and outstanding as of December 29, 2019. The Company received net proceeds of $ 63 million and incurred $ 5 million of share issuance costs in connection with these transactions. On May 19, 2020, the Company issued an additional 9,502,993 SHHL redeemable C ordinary shares to a different unrelated third party for a total subscription price of $ 100 million, net of discount of $ 6 million. The Company received net proceeds of $ 94 million and incurred $ 1 million of share issuance costs in connection with this issuance. As a result, the Company had 16,435,997 SHHL redeemable C ordinary shares issued and outstanding as of January 3, 2021. The Company recorded the SHHL redeemable C ordinary shares as mezzanine equity as a result of the redemption provision described below. Upon meeting certain conditions, the holders of the SHHL redeemable C ordinary shares described above had the option to redeem all of the shares between October 1, 2023 and March 31, 2024 with respect to the shares issued in August 2019 or between August 23, 2023 and February 23, 2024 with respect to the shares issued in May 2020, provided that the Company had not completed a public listing of its shares prior to the beginning of the respective redemption period. The redemption amount would be determined using a 5 % stated rate of return on the holders’ aggregate subscription price, calculated for the period between August 23, 2019 (or May 19, 2020 for the subsequent issuance) and the redemption date. As of January 3, 2021, redemption of the SHHL redeemable C ordinary shares was not probable and, therefore, the Company recorded the shares at their original issuance price and has not accreted the shares to their redemption value. An investor option was provided in conjunction with the SHHL redeemable C ordinary shares issued on May 19, 2020. In March 2021, the investor option was exercised for the full $ 50 million, net of a discount of $ 3 million, and the Company issued an additional 4,751,497 SHHL redeemable C ordinary shares. The Company received net proceeds of $ 47 million and did not incur any material share issuance costs in connection with this issuance. As a result, the Company had 21,187,494 SHHL redeemable C ordinary shares issued and outstanding immediately prior to the IPO. Redemption of these SHHL redeemable C ordinary shares was not probable as of any period preceding the IPO. On December 8, 2020, Mr. Nick Jones sold certain of his SHHL A ordinary shares to an unrelated third party and as a condition of the transaction, the A ordinary shares were converted into 1,710,546 SHHL C ordinary shares. Unlike the previously issued SHHL redeemable C ordinary shares described above, the investor does not have the right to redeem these converted SHHL C ordinary shares. Therefore, 1,710,546 of the total 18,146,543 SHHL C ordinary shares outstanding as of January 3, 2021 were classified as permanent equity instead of mezzanine equity. On July 19, 2021, all of the outstanding SHHL C ordinary shares were exchanged into an aggregate of 6,592,023 shares of Class A common stock and 10,871,215 shares of Class B common stock of MCG in connection with the Reorganization Transactions (as described in Note 1, Nature of the Business). 17. Loss Per Share and Shareholders’ Equity (Deficit) Prior to the IPO, SHHL had five classes of ordinary shares: A ordinary shares , B ordinary shares, C ordinary shares (a portion of which had certain redemption rights), C2 ordinary shares and D ordinary shares. Holders of SHHL A ordinary shares (par value of £ 1 ) were entitled to one vote for each A ordinary share held. Each A ordinary shareholder was entitled pari passu to dividend payments or any other distributions. In January 2012, the Company issued 4,469,417 of SHHL B ordinary shares with par value of £ 0.0001 , which had no voting rights. These shares vested annually in equal installments over a period of five years , and all shares became vested on January 12, 2017. SHHL B ordinary shareholders were entitled to income rights in proportion to the SHHL A ordinary shareholders based on the number of shares held only after £ 167 million ($ 228 million, translated using the exchange rate on January 3, 2021) had been returned in aggregate to the holders of SHHL A ordinary shares, the SHHL C ordinary shares and the SHHL C2 ordinary shares. As described in Note 16, SHHL C Ordinary Shares, in August and November 2019, the Company issued 6,933,004 SHHL redeemable C ordinary shares (par value of £ 1 ) to the same unrelated third party in two separate transactions. The Company issued an additional 9,502,993 SHHL redeemable C ordinary shares (par value of £ 1 ) to a separate unrelated third party in May 2020. The holders of SHHL redeemable C ordinary shares were entitled to one vote for each share held. In addition, so long as certain conditions were met, each of the investors was entitled to appoint one non-executive director and one non-voting observer director to the Company’s board and also had certain veto rights with respect to a sale of the Company prior to August 23, 2024. All SHHL redeemable C ordinary shares were entitled to dividend payments or any other distributions on a pari passu basis with other classes of SHHL ordinary shares. Upon a public listing of the Company’s shares, the SHHL redeemable C ordinary shares would convert into the same class of shares as the SHHL A ordinary shares on a 1: 1 basis, subject to certain anti-dilution protection, whereby the holders of the SHHL redeemable C ordinary shares would receive additional shares if the value of the as-converted SHHL redeemable C ordinary shares was less than the investors’ initial subscription price. Separate from the SHHL redeemable C ordinary shares discussed above, in December 2020, the Company converted 1,710,546 SHHL A ordinary shares into 1,710,546 SHHL C ordinary shares which were not redeemable by the Company. These SHHL C ordinary shares did not have any voting or veto rights. The shares were entitled to dividend payments or any other distributions on a pari passu basis with other classes of SHHL ordinary shares. Upon a public listing of the Company’s shares, the SHHL C ordinary shares would convert into the same class of shares as the SHHL A ordinary shares on a 1: 1 basis, subject to certain anti-dilution protection, whereby the holders of the SHHL C ordinary shares would receive additional shares if the value of the as-converted SHHL C ordinary shares was less than the investors’ initial purchase price. In December 2019, the Company issued 3,326,048 of non-voting SHHL C2 ordinary shares with par value of £ 1 to an unrelated third party. The Company incurred $ 1 million of share issuance costs in connection with this transaction. The SHHL C2 ordinary shares were entitled to dividend payments or any other distributions on a pari passu basis with other classes of SHHL ordinary shares. In August 2020, the Company established the 2020 Plan, under which employees received SHHL SARs and SHHL Growth Shares which would be settled in SHHL D ordinary shares (par value of £ 0.0001 ). As of January 3, 2021, there are 2,850,897 SHHL D ordinary shares issued and outstanding. The SHHL D ordinary shares did not have any voting rights. SHHL D ordinary shareholders were entitled to income and distribution rights in proportion to the SHHL A ordinary, B ordinary, C ordinary and C2 ordinary shareholders based on the number of shares held only after $ 1,800 million had been returned to the holders of all other classes of SHHL ordinary shares. Immediately prior to the closing of the IPO, affiliates of The Yucaipa Companies, LLC, and Messrs. Ron Burkle, Nick Jones, and Richard Caring exchanged their SHHL A ordinary shares, SHHL B ordinary shares, SHHL C ordinary shares and SHHL D ordinary shares for 141,500,385 shares of Class B common stock of MCG having an equivalent value, while the other ordinary shareholders of SHHL exchanged their equity interests for 14,935,193 shares of Class A common stock of MCG having an equivalent value. The table below presents changes in each class of the Company’s redeemable preferred shares, ordinary shares and common stock, as applicable: SHHL Ordinary Shares MCG Common Stock SHHL Redeemable Preferred Shares SHHL Redeemable C Ordinary Shares A B C C2 D Class A Class B As of December 30, 2018 10,000,100 — 166,585,263 4,469,417 — — — — — Redemption of SHHL redeemable preferred shares ( 100 ) — — — — — — — — Issuance of SHHL redeemable C ordinary shares — 6,191,200 — — — — — — — Conversion of SHHL A ordinary shares into SHHL redeemable C ordinary shares — 475,150 ( 475,150 ) — — — — — — SHHL redeemable C ordinary shares issuance costs — 266,654 — — — — — — — Issuance of SHHL C2 ordinary shares — — — — — 3,326,048 — — — As of December 29, 2019 10,000,000 6,933,004 166,110,113 4,469,417 — 3,326,048 — — — Conversion of related party loan to SHHL A ordinary shares — — 2,176,424 — — — — — — Issuance of SHHL redeemable C ordinary shares — 9,502,993 — — — — — — — Conversion of SHHL A ordinary shares into SHHL C ordinary shares — — ( 1,710,546 ) — 1,710,546 — — — — Issuance of SHHL Growth Shares under the 2020 Plan — — — — — — 2,850,897 — — As of January 3, 2021 10,000,000 16,435,997 166,575,991 4,469,417 1,710,546 3,326,048 2,850,897 — — Issuance of senior convertible preference shares (Note 15) 12,970,766 — — — — — — — — Issuance of SHHL redeemable C ordinary shares (Note 16) — 4,751,497 — — — — — — — SHHL C2 ordinary shares issued in connection with the Cipura Acquisition (Note 3) — — — — — 644,828 — — — SHHL C2 ordinary shares issued in connection with the Mandolin Acquisition (Note 3) — — — — — — 92,647 — — — — SHHL C2 ordinary shares issued in connection with the purchase of Soho Works North America noncontrolling interests (Note 3) — — — — — — 3,984,883 — — — — SHHL C2 ordinary shares issued in connection with the purchase of Scorpios noncontrolling interests (Note 3) — — — — — — 572,410 — — — — SHHL C2 ordinary shares issued in connection with the LINE and Saguaro Acquisition (Note 3) — — — — — — 1,900,599 — — — — Effect of the Reorganization Transactions (Note 1) — ( 21,187,494 ) ( 166,575,991 ) ( 4,469,417 ) ( 1,710,546 ) ( 10,521,415 ) ( 2,850,897 ) 14,935,193 141,500,385 Issuance of common stock in connection with initial public offering — — — — — — — 30,567,918 — Redemption of the May 2016 preferred shares ( 10,000,000 ) — — — — — — — — Conversion of senior convertible preference shares into Class A common stock (Note 1) ( 12,970,766 ) — — — — — — 15,526,619 — As of January 2, 2022 — — — — — — — 61,029,730 141,500,385 Loss Per Share The table below illustrates the reconciliation of the loss and the number of shares used in the calculations of basic and diluted loss per share: For the Fiscal Year Ended (in thousands except share and per share amounts) January 2, 2022 January 3, 2021 December 29, 2019 Net loss attributable to Membership Collective Group Inc. $ ( 265,395 ) $ ( 228,461 ) $ ( 127,742 ) Less: Cumulative May 2016 preferred shares undeclared dividends ( 4,778 ) ( 4,250 ) ( 3,312 ) Less: Preferred shares declared dividends — — ( 364 ) Less: Incremental accretion of May 2016 preferred shares to redemption value ( 1,085 ) — — Add: Foreign currency remeasurement of redeemable preferred shares 666 — — Less: Non-cash dividends on the Senior Preference Shares ( 4,335 ) — — Less: Preferred shares deemed dividend upon conversion ( 51,469 ) — — Adjusted net loss attributable to Class A and Class B common stockholders ( 326,396 ) ( 232,711 ) ( 131,418 ) Weighted average shares outstanding for basic and diluted loss per share for Class A and Class B common stockholders 173,691,203 141,896,349 130,491,721 Basic and diluted loss per share $ ( 1.88 ) $ ( 1.64 ) $ ( 1.01 ) The net loss attributable to the Company in calculating basic and diluted loss per share for all periods presented is adjusted for cumulative undeclared dividends on the May 2016 preferred shares. In addition, the net loss attributable to the Company in calculating basic and diluted loss per share for the fiscal year ended January 2, 2022 is adjusted for non-cash dividends on the Senior Preference Shares and the impact of the deemed dividend to the holders of Senior Preference Shares upon their conversion into MCG Class A common stock. The loss per share calculations for the fiscal years ended January 2, 2022 and January 3, 2021 exclude additional shares that would be issuable to the holders of SHHL redeemable C ordinary shares in the event of a public listing that resulted in the value of the SHHL redeemable C ordinary shares being less than the investor’s initial subscription price, because the impact of including such additional shares would be anti-dilutive. In addition, the loss per share calculations for the fiscal years ended January 2, 2022 and January 3, 2021 exclude the impact of unvested Growth Shares (which were exchanged into restricted stock awards in connection with the IPO) because the inclusion of such shares in diluted loss per share would be anti-dilutive. 18. Commitments and Contingencies Litigation Matters The Company is not a party to any litigation other than litigation in the ordinary course of business. The Company’s management and legal counsel do not expect that the ultimate outcome of any of its currently ongoing legal proceedings, individually or collectively, will have a material adverse effect on the Company’s consolidated financial statements. Commitments and Contingencies In connection with the closure of Houses across the world beginning on March 14, 2020, the Company in its sole discretion issued membership credits to Soho House members to be redeemed for certain Soho House products and services. Membership credits were issued by the Company as a one-time goodwill gesture deemed to be a marketing offer to Soho House members, and were initially set to expire on December 31, 2020. The liability associated with the membership credits is derecognized based on the usage of credits and the cost of the inventory or services to fulfill the Company’s obligation to its Soho House members; this liability is classified within other current liabilities on the Company’s consolidated balance sheet. In December 2020, the Company made the decision in its sole discretion to extend the expiration date to June 30, 2021 as a result of the continuing impact of the COVID-19 pandemic, resulting in a significant number of the Houses remaining closed or operating at a reduced capacity for longer periods than the Company originally expected. In March 2021, the Company decided in its sole discretion to further extend the expiration date to September 30, 2021. The Company simultaneously adjusted its obligation based on its best estimate of the cost to be incurred. The redemption rate used to estimate the obligation associated with the membership credits was based on the Company’s cumulative experience to-date. Accordingly, an estimated liability of $ 12 million was accrued as of January 3, 2021. There were associated marketing expenses of $ 8 million and $ 12 million during the fiscal years ended January 2, 2022 and January 3, 2021, respectively, which are included within other expense in the consolidated statements of operations. The expense recognized during the fiscal year ended January 2, 2022 is net of $ 4 million recorded upon expiration of the vast majority of credits on September 30, 2021. On December 7, 2017, 139 Ludlow Acquisition LLC entered into a loan agreement with Natixis Real Estate Capital LLC. The borrower is a joint venture owned in equal thirds by Soho 139 Holdco, LLC (an entity controlled by the Company) and its two partners. Pursuant to the loan agreement, the lender advanced $ 33.5 million, the bulk of which proceeds were used to extinguish and refinance the borrower’s previous mortgage loan with Centennial Bank. The loan is secured with a first priority mortgage and security interest on the real property known as 139 Ludlow Street, New York (including an assignment of leases and rents and other customary mortgage documents). The loan is generally “non-recourse”, but subject to standard “carve-outs” for which US AcquireCo, Inc. (a wholly-owned subsidiary of the Company) and its joint venture partners (the “Guarantors”) provided a guarantee of recourse obligations, pursuant to which such Guarantors are jointly and severally obligated to pay (without any cap or limit) the amounts of any actual loss, damage, cost, expense, liability, claim or other obligation incurred by the lender. In August 2014, the Company entered into a security arrangement with regards to Raycliff Red LLP’s (a VIE’s) £ 4 million ($ 7 million) bank loan to redevelop a property into an overflow location for Shoreditch House hotel rooms in the United Kingdom. In May 2016, the VIE extended the existing loan to £ 10 million ($ 15 million) to, inter alia, purchase an adjoining property that was redeveloped as an overflow location for Shoreditch House hotel rooms. In May 2017, the VIE extended the existing loan to £ 20 million ($ 26 million). In July 2018, the facility was extended by a further £ 0.4 million ($ 0.5 million). The Company has provided security in respect of the loan by granting the lender a charge over its membership interest in the VIE. The security will remain in effect until the VIE’s bank loan is repaid in full to the lender. In October 2019, the VIE entered into a term loan facility agreement with a new lender, the proceeds of which were used to repay the previous bank loan. As of January 2, 2022, the outstanding balance of the VIE’s term loan was £ 21 million ($ 29 million). The Company has provided security in respect of the term loan by granting the lender a charge over its membership interest in the VIE. The security will remain in effect until the VIE’s term loan is repaid in full to the lender. In January 2014, the Company committed to invest € 10 million ($ 14 million) in Soho House Barcelona, for the entity to redevelop a property into Soho House Barcelona in Spain. As of January 1, 2017, the Company had advanced € 10 million ($ 10 million) of its commitment, of which € 5 million ($ 5 million) was in cash and € 5 million ($ 5 million) was in the form of a convertible loan (which converted to shares on November 30, 2016). There was no further activity during the fiscal year ended December 30, 2018. The cash loan matured on September 30, 2019 and was converted into shares in December 2019. Following its redevelopment, the Company began operating the property in October 2016 and has agreed to meet certain performance targets in the first five years of operations. If unmet, the Company must cure any performance shortfall for a maximum exposure of € 4.4 million ($ 5 million) in 2019 and adjusted for inflation every year thereafter. On November 18, 2016, an existing mortgage loan over the Soho House Barcelona property was novated by the VIE to Banca March and extended to a total commitment of € 18 million ($ 19 million). This loan was further extended to a total commitment of € 39.5 million ($ 45 million) on March 21, 2019, and a portion of the proceeds was used to redeem an existing € 18 million ($ 20 million) mezzanine facility from Orca Finance and Invest Ltd to Mirador Barcel S.L. The Banca March loan is secured by way of mortgage over Soho House Barcelona. In June 2018, the Company issued a Letter of Guarantee, secured by The Hongkong and Shanghai Banking Corporation Limited, Hong Kong, in place of a cash deposit totaling HKD 40.6 million ($ 5 million) to the landlord of Soho House Hong Kong in connection with the lease of the property. Subject to certain criteria, the bank guarantee reduces annually to HKD 32.4 million ($ 4 million) on the first anniversary of the Letter of Guarantee and HKD 24.3 million ($ 3 million) on the second anniversary. In addition, in June 2018, Soho House (Hong Kong) Limited drew down $ 6.5 million pursuant to a loan agreement with Bright Success Investment Limited dated July 12, 2017 (as amended June 1, 2018 and March 7, 2019). In September 2021, the Company repaid in full amounts outstanding under the Soho House Hong Kong loan. For additional information, refer to Note 12, Debt. Certain subsidiaries of the Company guarantee the obligations of Soho Restaurants Limited (and its subsidiaries) under eight property leases (the “Soho Restaurants Guarantees”) with respect to any required rental or other payments under these guaranteed leases. The Soho Restaurants Guarantees are historical lease guarantees that have remained in place following the spi |