M&A - TKO Group Holdings, Inc.

Form Type: 8-K

Filing Date: 2025-05-08

Corporate Action: Merger

Type: New

Accession Number: 000095017025067002

Filing Summary: On May 8, 2025, TKO Group Holdings, Inc. reported its financial results for the quarterly period ending March 31, 2025. The report included supplemental financial information reflecting the acquisition of Professional Bull Riders, On Location, and certain businesses operating under the IMG brand from subsidiaries of Endeavor Group Holdings, Inc. This acquisition has been treated as a merger of entities under common control. The document contained details on the recasting of financial results for fiscal years 2022, 2023, and 2024, and for the first quarter of 2025, to present the information on a consistent basis post-acquisition. Exhibits included press releases and supplemental financial information dated the same day.

Form Type: 8-K

Filing Date: 2025-03-24

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525060949

Filing Summary: On March 24, 2025, TKO Group Holdings, Inc. reported the completion of the Endeavor Acquisition by Silver Lake and its affiliates. This acquisition resulted in Silver Lake and its affiliates becoming the sole controlling shareholders of Endeavor Group Holdings, the parent company of TKO Group Holdings. Following this acquisition, Silver Lake and its affiliates hold approximately 60.9% of the voting securities of TKO Group Holdings. It is clarified that this acquisition does not constitute a 'Change in Control' as defined in the First Lien Credit Agreement dated August 18, 2016, or in the Company’s 2023 Incentive Award Plan.

Form Type: 8-K

Filing Date: 2025-03-19

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312525057890

Filing Summary: On March 19, 2025, TKO Group Holdings, Inc. disclosed details regarding the completion of the acquisition of the Professional Bull Riders, On Location, and IMG businesses from Endeavor Group Holdings, Inc., executed on the Closing Date of February 28, 2025. The document serves to provide recast historical audited financial information related to the fiscal years ending December 31, 2023, and 2022, reflecting the acquisition as if it had occurred on January 1, 2022. Furthermore, it notes the adoption of ASU 2023-07 which pertains to improvements in reportable segment disclosures. It explicitly mentions that this filing does not amend or restate previous filings such as Annual Reports on Form 10-K for the fiscal years ended December 31, 2024, 2023, or 2022.

Form Type: 8-K

Filing Date: 2025-02-28

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525040879

Filing Summary: On February 28, 2025, TKO Group Holdings, Inc. completed the acquisition of the Professional Bull Riders, On Location, and IMG businesses, collectively referred to as the Transferred Businesses. This acquisition was executed pursuant to a Transaction Agreement dated October 23, 2024, involving TKO and its subsidiaries and entities affiliated with Endeavor Group Holdings, Inc. Following the completion of this acquisition, Endeavor and its subsidiaries will own approximately 61% of the voting interests in TKO Group Holdings. A First Amendment to the Transaction Agreement was also executed on February 27, 2025, which accelerated the Inside Date to February 28, 2025, and made several adjustments concerning requirements and timing regarding employee transfers. The parties involved also mutually terminated a prior Services Agreement related to specific operational services. The Closing Consideration for the acquisition involved approximately 26.1 million TKO Common Units, valued at $3.25 billion, along with subscribed shares of TKO PubCo Class B Common Stock. Additionally, the completion of this transaction was announced via a joint press release on the same date.

Form Type: DEFM14C

Filing Date: 2024-12-23

Corporate Action: Acquisition

Type: New

Accession Number: 000119312524284218

Filing Summary: On December 23, 2024, TKO Group Holdings, Inc. provided its stockholders with a definitive information statement regarding a transaction agreement dated October 23, 2024. This agreement involves the acquisition of businesses, specifically the Professional Bull Riders, On Location, and IMG businesses, from IMG Worldwide, LLC and Endeavor Operating Company, LLC, collectively known as the EDR Parties. The acquisition, which includes contributions and a transfer of interests valued at approximately $3.25 billion, will entail the issuance of 26,139,590 limited liability company interests (TKO Common Units) and the corresponding number of shares of TKO PubCo Class B Common Stock to the EDR Parties. The transaction has been unanimously approved by the Board of Directors and requires stockholder approval due to the issuance of shares exceeding 1% of voting power. Notably, the acquisition excludes some IMG businesses associated with licensing, models, and tennis representation. The transaction is expected to be completed in the first half of 2025, assuming no unforeseen complications arise.