M&A: TKO Group Holdings, Inc.

Form Type: DEFM14C

Filing Date: 2024-12-23

Corporate Action: Acquisition

Type: New

Accession Number: 000119312524284218

Comments: 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.

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