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): November 10, 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).
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 November 10, 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 £75.0 million senior revolving facility agreement (the “Revolving Credit Facility”) 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 Amendment Letter amends the Revolving Credit Facility to extend the Termination Date, as defined therein, from January 25, 2024, as previously amended, to July 25, 2026.
The Amendment Letter amends the Revolving Credit Facility to include a Leverage Covenant, effective from March 2023 and only applicable when 40% or more of the facility is drawn. All other 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.
* 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: | November 10, 2022 | By: | /s/ Thomas Allen |
| | | Thomas Allen, Chief Financial Officer |
