01—Abstract
Summary
Summary of the 8-K filed April 8, 2024. Cited figures are marked; the original filing is the authoritative source.
TKO Group Holdings, Inc. disclosed two related stock purchase agreements with Vincent K.
McMahon, the Seller, for shares of its Class A common stock at $89.01a per share. On April 4, 2024, WME IMG, LLC ("Endeavor"), an indirect subsidiary of Endeavor Group Holdings, Inc. ("EGH"), the parent company of TKO, agreed to buy 1,642,970 shares for an aggregate $146.2 million, with closing expected on or about April 9, 2024, subject to customary conditions. On April 7, 2024, TKO agreed to buy 1,853,724 shares from the same Seller for an aggregate $165.0 million, with closing expected on or about April 10, 2024, subject to customary conditions.
TKO intends to retire the repurchased shares after closing. It plans to fund the purchase with approximately $150.0 millionb of borrowings under the revolving credit facility under its First Lien Credit Agreement, along with cash on hand.
The filing is a brief Item 8.01 (Other Events) disclosure. It contains forward-looking statements, including the expected timing and funding of the share repurchase, and refers investors to the risk factors in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
02—Key points
Key Highlights
- On April 7, 2024, TKO agreed to repurchase 1,853,724 shares of Class A common stock from Vincent K. McMahon at $89.01 per share, for an aggregate $165.0 million.
- Separately, on April 4, 2024, Endeavor (an indirect subsidiary of parent EGH) agreed to buy 1,642,970 TKO shares from the same Seller at $89.01 per share, for an aggregate $146.2 million.
- TKO expects its share purchase to close on or about April 10, 2024, and Endeavor expects its purchase to close on or about April 9, 2024, both subject to customary closing conditions.
- TKO intends to retire the shares it acquires after closing.
- TKO plans to fund its purchase with approximately $150.0 million of revolving credit facility borrowings under its First Lien Credit Agreement dated August 18, 2016, plus cash on hand.
- The filing contains forward-looking statements and directs investors to the risk factors in TKO's Form 10-K for fiscal 2023.
03—Questions
Frequently Asked Questions
What is the price and total value of TKO's share purchase from Vincent K. McMahon?
TKO agreed to purchase 1,853,724 shares of Class A common stock at $89.01 per share, for an aggregate amount of $165.0 million.
How will TKO pay for the repurchase?
TKO intends to fund the purchase with approximately $150.0 million of borrowings under the revolving credit facility under its First Lien Credit Agreement dated as of August 18, 2016, and with cash on hand.
What happens to the shares TKO buys?
TKO intends to retire the shares of Common Stock purchased in the TKO Share Purchase following the closing.
Who else is buying shares from the Seller, and on what terms?
On April 4, 2024, WME IMG, LLC ("Endeavor"), an indirect subsidiary of Endeavor Group Holdings, Inc., agreed to purchase 1,642,970 shares from Vincent K. McMahon at $89.01 per share, for an aggregate $146.2 million, with closing expected on or about April 9, 2024.
When are the transactions expected to close?
Endeavor expects its purchase to close on or about April 9, 2024, and TKO expects its purchase to close on or about April 10, 2024, in each case subject to satisfaction of customary closing conditions.
04—Continue