M&A - Endeavor Group Holdings, Inc.

Form Type: 15-12G

Filing Date: 2025-04-03

Corporate Action: Merger

Type: New

Accession Number: 000119312525071896

Filing Summary: On March 24, 2025, Silver Lake completed the acquisition of Endeavor Group Holdings, Inc. This transaction was executed through a series of mergers following the pre-defined terms of the Agreement and Plan of Merger dated April 2, 2024. The merger encompassed several entities, including Endeavor Manager, LLC, and Endeavor Operating Company, LLC. The process involved the merging of OpCo Merger Sub into OpCo, followed by the merger of Manager Merger Sub into Manager, and finally, the merger of Company Merger Sub into the Company, resulting in the Company continuing as the surviving entity.

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Form Type: SCHEDULE 13D/A

Filing Date: 2025-03-27

Corporate Action: Acquisition

Type: Update

Accession Number: 000095017025045700

Filing Summary: On March 24, 2025, Endeavor Group Holdings, Inc. completed its previously announced acquisition as per the terms of the Merger Agreement. Upon completion, each outstanding share of the Issuer's Class A Common Stock was cancelled and converted into the right to receive $27.50 in cash. This acquisition resulted in the Class A Common Stock being delisted from all securities exchanges, including the NYSE. Following the acquisition, Endeavor intends to file a Form 15 to suspend its reporting obligations under the Exchange Act. The Reporting Persons, as of the filing date of this amendment, do not hold any Class A Common Stock and have not executed any transactions regarding these shares in the past 60 days. The item updates and restates prior disclosures without significant changes outside of Item 4.

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Form Type: 8-K

Filing Date: 2025-03-24

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525060947

Filing Summary: On March 24, 2025, Silver Lake completed the acquisition of Endeavor Group Holdings, Inc. according to the Merger Agreement dated April 2, 2024. The acquisition involved multiple mergers among the Company and its subsidiaries including OpCo and Manager, with each share of the Company’s common stock converted to $27.50 in cash. Excluded Shares and Rollover Shares were defined, impacting the cash consideration. Additionally, the Company notified the NYSE to delist its Class A Common Stock, effective March 24, 2025, following the transaction. Changes to the Board of Directors were made as part of the takeover, with resignations and new appointments occurring at the Effective Time. The document also details the termination of certain agreements and the amendment to the Tax Receivable Agreement in connection to the merger arrangements. Overall, Silver Lake and affiliates now hold approximately 87% of Endeavor’s voting securities after the completion of these transactions.

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Form Type: POSASR

Filing Date: 2025-03-24

Corporate Action: Merger

Type: Update

Accession Number: 000119312525061342

Filing Summary: On March 24, 2025, Endeavor Group Holdings, Inc. filed a post-effective amendment to its registration statements, relating to a merger transaction under the Agreement and Plan of Merger executed on April 2, 2024. The document outlines a complex series of mergers that involve the Registrant, Endeavor Manager, LLC, Endeavor Operating Company, LLC, and additional entities categorized as Parent Entities. The OpCo Merger involved merging OpCo Merger Sub with Endeavor Operating Company. This was followed by the Manager Merger where Manager Merger Sub merged with Endeavor Manager, and concluding with the Company Merger where Company Merger Sub merged with the Registrant. Following the closure of these mergers, the associated offerings under the Registration Statements have been terminated. The Registrant has removed all securities that were registered but unsold or unissued by this date, in compliance with previous commitments made in the Registration Statements.

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Form Type: POSASR

Filing Date: 2025-03-24

Corporate Action: Merger

Type: Update

Accession Number: 000119312525061346

Filing Summary: On March 24, 2025, Endeavor Group Holdings, Inc. filed a post-effective amendment to Registration Statements on Form S-3 due to the completion of multiple mergers as per the Agreement and Plan of Merger dated April 2, 2024. In this process, Endeavor Operating Company was merged into a subsidiary, leading to the absorption of Endeavor Manager into the Registrant, followed by the merger of the Registrant itself into another subsidiary. As a result of these transactions, all securities registered that were unsold or unissued have been removed from registration, and the offerings related to the Registration Statements have been terminated. The filings reference Registration Statement No. 333-264603 filed on May 2, 2022, and Registration Statement No. 333-268307 filed on November 10, 2022. The merged entity continues under the name Endeavor Group Holdings, Inc., maintaining its Delaware incorporation.

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Form Type: S-8 POS

Filing Date: 2025-03-24

Corporate Action: Merger

Type: Update

Accession Number: 000119312525061350

Filing Summary: On March 24, 2025, Endeavor Group Holdings, Inc. filed a Post-Effective Amendment to deregister its Class A common stock that was registered but unsold under three prior registration statements on Form S-8. These amendments deregister 63,000,000 shares from an April 29, 2021 filing, 7,414,203 shares from a November 10, 2022 filing, and 4,000,000 shares from a June 16, 2023 filing under the 2021 Incentive Award Plan. Additionally, on April 2, 2024, Endeavor entered into a merger agreement involving multiple subsidiaries, resulting in the Company Merger, which became effective on March 24, 2025. The mergers include the survival of Endeavor Operating Company and Manager following the completion of the Agreement and Plan of Merger. Following this merger, Endeavor terminated all offerings and sales of the Class A Common Stock pursuant to the previous registration statements, thus necessitating this amendment to withdraw unsold shares from registration.

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Form Type: S-8 POS

Filing Date: 2025-03-24

Corporate Action: Merger

Type: Update

Accession Number: 000119312525061355

Filing Summary: Endeavor Group Holdings, Inc. filed a Post-Effective Amendment to deregister shares of its Class A common stock registered under previous Registration Statements filed with the SEC. The company has entered into a merger agreement affecting multiple subsidiaries, including a merger involving Endeavor Manager, LLC, and Endeavor Operating Company, LLC, which took effect on March 24, 2025. The mergers include the 'OpCo Merger,' the 'Manager Merger,' and the 'Company Merger', all concluding with the registrant being wholly owned by the new parent entities. As a result, all unactioned shares from the Registration Statements are to be deregistered, effectively terminating any offerings under those registrations.

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Form Type: S-8 POS

Filing Date: 2025-03-24

Corporate Action: Merger

Type: Update

Accession Number: 000119312525061357

Filing Summary: On March 24, 2025, Endeavor Group Holdings, Inc. filed Post-Effective Amendments to deregister unsold shares of Class A common stock under previously filed Form S-8 Registration Statements due to the completion of multiple mergers. The amendments pertain to the deregistration of 63,000,000 shares from Registration No. 333-255599, 7,414,203 shares from Registration No. 333-268308, and 4,000,000 shares from Registration No. 333-272732, all associated with the 2021 Incentive Award Plan. The mergers included the merger of subsidiaries into the Registrant, with the effective date of these mergers also being March 24, 2025, resulting in the termination of all offerings and sales of Registrant Class A Common Stock under the prior Registration Statements. This filing acts to remove and withdraw unsold shares that had been registered under these statements as of the effective date of the mergers.

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Form Type: SC 13E3/A

Filing Date: 2025-03-24

Corporate Action: Merger

Type: Update

Accession Number: 000119312525061013

Filing Summary: Endeavor Group Holdings, Inc. filed Amendment No. 5 to its Schedule 13E-3 relating to the Merger Agreement dated April 2, 2024. This Final Amendment is in connection with a series of mergers occurring on March 24, 2025. The mergers involve Endeavor Operating Company merging with its subsidiaries, resulting in significant changes in ownership structures. Rollover agreements have been established for select equity interests, allowing certain shareholders to retain ownership post-merger. Details include cash considerations of $27.50 per share for common stock and various agreements involving equity interests by key stakeholders such as Patrick Whitesell and Ariel Emanuel. Following the mergers, Endeavor's shares will be delisted from the NYSE, with a notification filed to remove listing and deregister the shares. The transaction is set to have significant implications for ownership and control of the company.

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Form Type: SCHEDULE 13D/A

Filing Date: 2025-03-18

Corporate Action: Merger

Type: Update

Accession Number: 000095017025041563

Filing Summary: This Amendment No. 6 is filed by Silver Lake West HoldCo, L.P., Silver Lake West HoldCo II, L.P., Silver Lake West VoteCo, L.L.C., and Egon Durban, relating to the Class A Common Stock of Endeavor Group Holdings, Inc. It details a rollover agreement effective March 14, 2025, in which multiple March 14th Rollover Holders entered into agreements with Wildcat EGH Holdco, L.P. and Wildcat OpCo Holdco, L.P. to maintain certain equity interests in the OpCo Merger and shares of Class A Common Stock in the Company Merger without receiving cash consideration. The total Rollover Interests comprise 6,137,574 shares and 6,873,986 units. The Reporting Persons collectively own 174,114,556 shares (42.7%) of Class A Common Stock. The corporate structure includes various classes of stock with different voting rights, emphasizing the control around voting for shareholders. They acknowledge acting as a group with the Executive Parties, while disavowing any beneficial ownership in shares solely due to the Stockholder Agreement.

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Form Type: SCHEDULE 13D/A

Filing Date: 2025-03-03

Corporate Action: Acquisition

Type: Update

Accession Number: 000095017025031225

Filing Summary: This Amendment No. 5 is filed by Silver Lake West HoldCo, L.P., Silver Lake West HoldCo II, L.P., Silver Lake West VoteCo, L.L.C., and Egon Durban, relating to the Class A common stock of Endeavor Group Holdings, Inc. It updates the Schedule 13D originally filed on May 13, 2021. On March 3, 2025, a press release was issued regarding the upcoming acquisition of Endeavor Group Holdings by Silver Lake. The Reporting Persons collectively own approximately 42.7% of the Class A Common Stock, equating to 174,114,556 shares. The document clarifies the voting rights associated with different classes of common stock and the group dynamics formed under the Stockholder Agreement, involving other executives and affiliates.

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Form Type: 8-K

Filing Date: 2025-02-28

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525040892

Filing Summary: On February 28, 2025, Endeavor Group Holdings, Inc. announced the completion of the acquisition involving its subsidiary Endeavor Operating Company, LLC, and IMG Worldwide, LLC, which finalized the disposition of the Professional Bull Riders, On Location, and IMG businesses to TKO Operating Company, LLC, and TKO Group Holdings, Inc. This transaction was executed under a Transaction Agreement, which had several amendments. As a result of the transaction, Endeavor and its subsidiaries now hold approximately 61% of the voting interests in TKO PubCo. The agreement was amended on February 27, 2025, allowing for changes in the timing of employee transfers and the acceleration of the Inside Date to February 28, 2025. The consideration for the transaction included approximately 26.1 million TKO Common Units valued at $3.25 billion, along with additional shares of TKO Class B Common Stock as part of the purchase price adjustments. A joint press release was issued on the closing date, confirming the completion of the transaction.

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Form Type: SCHEDULE 13D/A

Filing Date: 2025-02-28

Corporate Action: Acquisition

Type: Update

Accession Number: 000095017025030306

Filing Summary: On February 28, 2025, Endeavor Group Holdings, Inc. and its affiliates completed the Asset Sale Transaction, contributing the Transferred Businesses to TKO Operating Company, LLC ("TKO OpCo") in exchange for 26,541,724 TKO OpCo Units valued at $3.25 billion. This amount was determined based on the volume-weighted average sales price of the Class A Common Stock for the previous twenty-five trading days. Additionally, the transaction included the amendment of the Transaction Agreement which accelerated the Inside Date to February 28, 2025 and removed certain extensions regarding the delivery of financials. The beneficial ownership of Class A Common Stock held by various entities under Endeavor was noted, amounting to 81,553,818 shares outstanding as of January 31, 2025. The document updates ownership details and reflects that the relevant parties have not engaged in further transactions regarding Class A Common Stock since the previous amendment.

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Form Type: SCHEDULE 13D

Filing Date: 2025-02-06

Corporate Action: Acquisition

Type: New

Accession Number: 000095017025015735

Filing Summary: On February 6, 2025, Endeavor Group Holdings, Inc. filed this Schedule 13D disclosing significant ownership in TKO Group Holdings, Inc. ("TKO") following their acquisition of TKO OpCo Units as part of the TKO Transaction Agreement dated April 2, 2023. The report details the acquisition of 89,616,891 units of TKO OpCo and subsequent purchases of Class A Common Stock by WME IMG and Endeavor Operating Company, LLC. Notably, WME IMG purchased 1,642,970 shares from Vincent K. McMahon for $146.2 million and has made additional purchases totaling approximately $291 million for various transactions from December 2024 to February 5, 2025. The document further outlines intentions to explore various corporate actions such as mergers, reorganizations, or asset sales. Additionally, it specifies a Trading Plan under Rule 10b5-1 for the future purchase of more shares of Class A Common Stock of the Issuer until March 31, 2025, and mentions a series of agreements that govern the relationship between Endeavor and TKO, including a Governance Agreement that ensures control of board appointments and various operational aspects of TKO. Overall, the report emphasizes Endeavor’s strategic position within TKO as majority owner and its proactive engagement in enhancing shareholder value through potential future purchases and corporate strategies.

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Form Type: DEFM14C

Filing Date: 2025-01-15

Corporate Action: Merger

Type: New

Accession Number: 000119312525007030

Filing Summary: Endeavor Group Holdings, Inc. has filed a definitive information statement regarding a merger as per the Agreement and Plan of Merger dated April 2, 2024. The document outlines that Endeavor will undergo a series of mergers with its subsidiaries, leading to the Company surviving the third merger. The proposed transactions have been unanimously approved by an independent special committee and will require the affirmative vote or written consent of the majority shareholders. The merger will allow common stockholders to receive $27.50 in cash per share, with provisions for appraisal rights for those dissenting shareholders. Following completion, the Class A Common Stock will be delisted and deregistered from the NYSE. The information statement details significant merger considerations and provides necessary information for stockholders regarding their rights and the implications of the merger, including appraisal rights under Delaware law. The notice will be mailed to stockholders on January 15, 2025, with instructions for exercising appraisal rights made available subsequently.

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Form Type: SC 13E3/A

Filing Date: 2025-01-15

Corporate Action: Merger

Type: Update

Accession Number: 000119312525007100

Filing Summary: Endeavor Group Holdings, Inc. filed an amendment to its transaction statement under Schedule 13E-3, which outlines a proposed merger structured through the Agreement and Plan of Merger dated April 2, 2024. This merger involves multiple entities, with a plan for OpCo Merger Sub to merge with and into OpCo, followed by similar mergers for Manager and the Company. The transactions include provisions for cash considerations of $27.50 for each outstanding common unit or share, subject to certain conditions and adjustments. The filing highlights the unanimous approval from the Company's Executive Committee based on recommendations from a special committee, indicating a thorough evaluation of the merger's fairness to stakeholders. Furthermore, it mentions a Limited Guarantee concerning termination fees and reimbursement obligations related to the merger.

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