Endeavor Group Holdings, Inc. Enters into Transaction Agreement with TKO Group Holdings, Inc. and Others

Endeavor Group Holdings, Inc. (NYSE: EDR) disclosed in a recent 8-K filing its entry into a Transaction Agreement with TKO Group Holdings, Inc., IMG Worldwide, LLC, Trans World International, LLC, and Endeavor Operating Company, LLC. This agreement involves the contribution, assignment, and transfer of the Professional Bull Riders, On Location, and IMG businesses by Endeavor to TKO in exchange for 26,139,590 TKO Common Units valued at $3.25 billion. The parties will also subscribe for corresponding shares of TKO PubCo Class B Common Stock as part of the transaction, anticipated to be concluded in the first half of 2025.

The Transaction Agreement includes customary representations, warranties, and covenants, with both parties committed to certain operational and regulatory requirements until Closing. The completion of the transaction is subject to several conditions, including regulatory approvals, absence of legal restrictions on the transaction, and compliance with the Transaction Agreement terms.

Additionally, as per the agreement, the EDR Parties, TKO Parties, and their affiliates will engage in ancillary agreements at Closing, outlining services provision and trademark transfers. The Transaction Agreement also outlines indemnification provisions by both parties concerning breaches, pre-Closing, and post-Closing obligations.

Moreover, the filing highlighted adjustments to equity awards for Business Employees and certain service providers as part of the transaction. Unvested restricted stock units held by Business Employees or Independent Contractors will be substituted for TKO RSUs, while other equity awards will be treated in accordance with the terms outlined in the Transaction Agreement.

In a related development, Endeavor disclosed alterations to agreements with Ariel Emanuel and Mark Shapiro, waiving eligibility for certain asset sale bonuses subject to the transaction’s consummation.

It should be noted that the information provided in the 8-K filing contains forward-looking statements, acknowledging risks and uncertainties that may impact actual outcomes. The Company maintains a stance of non-reliance on these statements as singular facts and commits to regular updates as events unfold.

No official timeline has been disclosed regarding the consummation of the transaction, emphasizing the importance of regulatory approvals and compliance with closing conditions outlined in the Transaction Agreement.

The detailed terms of the Transaction Agreement and related amendments are accessible in the official filing dated October 23, 2024, lodged with the Securities and Exchange Commission. Investors and interested parties are encouraged to review all relevant documents for comprehensive information.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Endeavor Group’s 8K filing here.

About Endeavor Group

Endeavor Group Holdings, Inc operates as a sports and entertainment company in the United States, the United Kingdom, and internationally. It operates through four segments: Owned Sports Properties; Events, Experiences & Rights; Representation; and Sports Data & Technology. The Owned Sports Properties segment operates a portfolio of sports properties, including Ultimate Fighting Championship, World Wrestling Entertainment, Inc, Professional Bull Rider, and Euroleague.