TKO Group Holdings 8-K Report, Material Agreement (Nov 21, 2024)

On November 21, 2024, UFC Holdings, LLC, an indirect subsidiary of TKO Group Holdings, Inc., entered into the Fifth Refinancing Amendment to its First Lien Credit Agreement with Goldman Sachs Bank USA as administrative agent and the lenders party thereto.

The amendment refinances and replaces the outstanding first lien secured term loans with new first lien secured term loans in an aggregate principal amount of $2,750.0 million^a, which now mature on November 21, 2031, and refinances the existing secured revolving credit facility, now a $205.0 million facility maturing on November 21, 2029. UFC Holdings borrowed the full $2,750.0 million of New Term Loans on the Closing Date to repay the entire amount outstanding under the Existing Term Loans and to pay fees and expenses related to the amendment. The New Term Loans bear interest at Term SOFR plus 2.25% (0.00% SOFR floor) or ABR plus 1.25%, and include 1% annual principal amortization payable in equal quarterly installments.

The New Revolving Credit Facility bears interest at Term SOFR plus 2.00%-2.25% or ABR plus 1.00%-1.25%, depending on the First Lien Leverage Ratio. The amendment also sets the testing condition for the New Revolving Credit Facility financial covenant at the greater of $85.0 million^b and 40% of the borrowing capacity (excluding letters of credit, whether drawn or undrawn). The filing notes that certain lenders and their affiliates have engaged in, and may continue to engage in, investment banking, advisory and other commercial dealings with the Company, and the full terms are in Exhibit 10.1.