0001567619-21-013423.txt : 20210714 0001567619-21-013423.hdr.sgml : 20210714 20210714181304 ACCESSION NUMBER: 0001567619-21-013423 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20210714 FILED AS OF DATE: 20210714 DATE AS OF CHANGE: 20210714 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BURKLE RONALD W CENTRAL INDEX KEY: 0001015899 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40605 FILM NUMBER: 211091199 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: YUCAIPA AMERICAN ALLIANCE FUND II LP CENTRAL INDEX KEY: 0001431428 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40605 FILM NUMBER: 211091200 BUSINESS ADDRESS: STREET 1: 9130 WEST SUNSET BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90069 BUSINESS PHONE: 310 789-7200 MAIL ADDRESS: STREET 1: 9130 WEST SUNSET BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90069 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Yucaipa American Alliance (Parallel) Fund II, L.P. CENTRAL INDEX KEY: 0001452578 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40605 FILM NUMBER: 211091198 BUSINESS ADDRESS: STREET 1: C/O THE YUCAIPA COMPANIES LLC STREET 2: 9130 WEST SUNSET BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90069 BUSINESS PHONE: (310) 789-7200 MAIL ADDRESS: STREET 1: C/O THE YUCAIPA COMPANIES LLC STREET 2: 9130 WEST SUNSET BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90069 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Membership Collective Group Inc. CENTRAL INDEX KEY: 0001846510 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 515 W. 20TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: (212) 627-9800 MAIL ADDRESS: STREET 1: 515 W. 20TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10011 3 1 doc1.xml FORM 3 X0206 3 2021-07-14 0 0001846510 Membership Collective Group Inc. MCG 0001015899 BURKLE RONALD W C/O MEMBERSHIP COLLECTIVE GROUP INC. 515 W. 20TH STREET NEW YORK NY 10011 1 0 1 1 Exec. Chairman; See Remarks 0001452578 Yucaipa American Alliance (Parallel) Fund II, L.P. 9130 WEST SUNSET BOULEVARD LOS ANGELES CA 90069 0 0 1 0 0001431428 YUCAIPA AMERICAN ALLIANCE FUND II LP 9130 WEST SUNSET BOULEVARD LOS ANGELES CA 90069 0 0 1 0 Ordinary Shares of Soho House Holdings Limited Class B Common Stock 30876987 I By Yucaipa American Alliance (Parallel) Fund II, L.P. Ordinary Shares of Soho House Holdings Limited Class B Common Stock 46868715 I By Yucaipa American Alliance Fund II, L.P. Ordinary Shares of Soho House Holdings Limited Class B Common Stock 1122589 I By Yucaipa American Alliance III, L.P. Ordinary Shares of Soho House Holdings Limited Class B Common Stock 353532 I By Yucaipa Soho Works, Inc. Ordinary Shares of Soho House Holdings Limited Class B Common Stock 10864097 I By Global Joint Venture Investment Partners LP Ordinary Shares of Soho House Holdings Limited Class B Common Stock 1448547 I By OA3, LLC In connection with the Issuer's initial public offering ("IPO"), these ordinary shares of Soho House Holdings Limited will be exchanged for shares of Class B common stock of the Issuer at a ratio of approximately 0.75 shares of Class B common stock for each equity interest in Soho House Holdings Limited. Ronald W. Burkle is the controlling partner of an affiliate of The Yucaipa Companies, LLC and as such may be deemed to have voting and dispositive control of these securities. Mr. Burkle disclaims beneficial ownership over these securities, except to the extent of his pecuniary interest therein. Ronald W. Burkle is the controlling partner of an affiliate of Global Joint Venture Investment Partners LP and as such may be deemed to have voting and dispositive control of these securities. Mr. Burkle disclaims beneficial ownership over these securities, except to the extent of his pecuniary interest therein. Ronald W. Burkle is the controlling partner of an affiliate of OA3, LLC and as such may be deemed to have voting and dispositive control of these securities. Mr. Burkle disclaims beneficial ownership over these securities, except to the extent of his pecuniary interest therein. Each holder of the Issuer's shares of Class B common stock will have the right to convert its shares of Class B common stock for shares of Class A common stock on a one-for-one basis, at any time after consummation of the IPO, upon notice to the Issuer. Additionally, shares of Class B common stock will automatically convert into shares of Class A common stock, on a one-for-one basis, upon transfer to any non-permitted holder of Class B common stock. Exhibit List: Exhibit 24 - Power of Attorney for Ronald W. Burkle; Exhibit 24.1 - Power of Attorney for Yucaipa American Alliance (Parallel) Fund II, L.P.; Exhibit 24.2 - Power of Attorney for Yucaipa American Alliance Fund II, L.P. Each of Nick Jones, Richard Caring, Ronald W. Burkle and The Yucaipa Companies, LLC (and, in each case, certain affiliates and family members) have agreed to vote together as a group with respect to certain matters (the "Voting Group") pursuant to the provisions of a Stockholders' Agreement between each member of the Voting Group and the Issuer, so long as the Voting Group owns a requisite percentage of the Issuer's total outstanding common stock. Immediately following the consummation of the Issuer's initial public offering, the Voting Group will hold all of the Issuer's issued and outstanding Class B Common Stock and, as a result, when voting together as a group, will control over 90% of the combined voting power of the Issuer and will be able to control any action requiring Issuer shareholder approval. /s/ Humera Afzal, attorney-in-fact for Ronald W. Burkle 2021-07-14 /s/ Humera Afzal, attorney-in-fact for Yucaipa American Alliance (Parallel) Fund II, L.P. 2021-07-14 /s/ Humera Afzal, attorney-in-fact for Yucaipa American Alliance Fund II, L.P. 2021-07-14 EX-24 2 rburkle.htm

POWER OF ATTORNEY
 
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Humera Afzal, James Neal, Louis Redman and Benedict Nwaeke, or either of them acting individually, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to:
 

 (1)
prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;
 

 (2)
execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Membership Collective Group Inc., a Delaware corporation (the "Company"), Forms 3, 4, and 5, including amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder;
 

 (3)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and
 

 (4)
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
 
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier (a) revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (b) superseded by a new power of attorney regarding the purposes outlined herein at a later date.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this              6th                     day of _______July___________, 2021.

 
 
 
/s/ Ronald W. Burkle
 
 
 
 
 Signature
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Ronald W. Burkle
 
 
 
 
 Print Name
 



EX-24.1 3 yparallelfund.htm
POWER OF ATTORNEY
 
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Humera Afzal, James Neal, Louis Redman and Benedict Nwaeke, or either of them acting individually, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to:
 

 (1)
prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;
 

 (2)
execute for and on behalf of the undersigned, in the undersigned's capacity as a beneficial owner of securities issued by Membership Collective Group Inc., a Delaware corporation (the "Company"), Forms 3, 4, and 5, including amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder;
 

 (3)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and
 

 (4)
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
 
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier (a) revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (b) superseded by a new power of attorney regarding the purposes outlined herein at a later date.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this           7th                       day of ________July__________, 2021.

 
 Name: Yucaipa American Alliance (Parallel) Fund II, L.P.
 
 
 
 By: Yucaipa American Alliance Fund II, LLC, its General Partner
 
 
  /s/ Daniel Larsen
   
 
 Print Name: Daniel Larsen
 
 
 
 Title: Assistant Vice President and Secretary
 
 
 
 



EX-24.2 4 yaafundii.htm

POWER OF ATTORNEY
 
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Humera Afzal, James Neal, Louis Redman and Benedict Nwaeke, or either of them acting individually, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to:
 

 (1)
prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;
 

 (2)
execute for and on behalf of the undersigned, in the undersigned's capacity as a beneficial owner of securities issued by Membership Collective Group Inc., a Delaware corporation (the "Company"), Forms 3, 4, and 5, including amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder;
 

 (3)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and
 

 (4)
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
 
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier (a) revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (b) superseded by a new power of attorney regarding the purposes outlined herein at a later date.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this                 7th                 day of ______July____________, 2021.


 
 Name: YUCAIPA AMERICAN ALLIANCE FUND II, L.P.
 
 
 
 By: Yucaipa American Alliance Fund II, LLC, its General Partner
 
 
 
 /s/ Daniel Larsen
 
 
 
 Print Name: Daniel Larsen
 
 
 
 Title: Assistant Vice President and Secretary