01—Abstract
Summary
Summary of the 8-K filed March 24, 2025. Cited figures are marked; the original filing is the authoritative source.
On March 24, 2025 (the "Closing Date"), Silver Lake and its affiliates completed the previously announced acquisition of Endeavor Group Holdings, Inc., the parent company of TKO Group Holdings, Inc. Through the Endeavor Acquisition, Silver Lake and its affiliates became the sole controlling shareholders of Endeavor, and this resulted in a change in control of TKO for purposes of Item 5.01.
As of the effective time, Silver Lake and its affiliates beneficially own approximately 60.9%a of TKO's total voting securities. The filing states that the Endeavor Acquisition does not constitute a "Change in Control" under the First Lien Credit Agreement dated August 18, 2016 (among Zuffa Guarantor, LLC, UFC Holdings, LLC, now TKO Worldwide Holdings, LLC, the lenders party thereto, and Goldman Sachs Bank USA as administrative agent, as amended and restated), nor a "Change of Control" under TKO's 2023 Incentive Award Plan.
Investors should note these carve-outs, since they bear on whether the transaction triggers change-of-control provisions in those arrangements. The filing is a short Item 5.01 notice and refers to a separate Current Report on Form 8-K filed by Endeavor on the Closing Date for further details on the acquisition.
02—Key points
Key Highlights
- Silver Lake and its affiliates completed the Endeavor Acquisition of Endeavor Group Holdings, Inc., TKO's parent company, on March 24, 2025.
- A change in control of TKO Group Holdings, Inc. occurred for purposes of Item 5.01 as a result of the Endeavor Acquisition.
- Silver Lake and its affiliates beneficially own approximately 60.9% of TKO's total voting securities as of the effective time.
- Silver Lake and its affiliates became the sole controlling shareholders of Endeavor.
- The Endeavor Acquisition is stated not to be a "Change in Control" under the First Lien Credit Agreement dated August 18, 2016.
- The Endeavor Acquisition is stated not to be a "Change of Control" under TKO's 2023 Incentive Award Plan.
- Further details are referenced in a separate Form 8-K filed by Endeavor on the Closing Date.
03—Questions
Frequently Asked Questions
Who now controls TKO Group Holdings?
Silver Lake and its affiliates beneficially own approximately 60.9% of TKO's total voting securities following the Endeavor Acquisition, which the filing treats as a change in control of the Company for purposes of Item 5.01.
What was the Endeavor Acquisition?
Silver Lake and its affiliates completed the previously announced acquisition of Endeavor Group Holdings, Inc., the parent company of TKO, on March 24, 2025, and became Endeavor's sole controlling shareholders.
Does the acquisition trigger change-of-control provisions in TKO's debt or incentive plans?
The filing states that the Endeavor Acquisition does not constitute a "Change in Control" under the First Lien Credit Agreement dated August 18, 2016, or a "Change of Control" under the Company's 2023 Incentive Award Plan.
Where can investors find more details about the transaction?
The filing refers to a Current Report on Form 8-K filed by Endeavor on the Closing Date, which describes the Endeavor Acquisition.
04—Continue