Amendment: SEC Form SC 13G/A filed by TKO Group Holdings Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1 )*

TKO Group Holdings, Inc.

(Name of Issuer)

Class A Common Stock, $0.00001 par value per share

(Titles of Class of Securities)

87256C101

(CUSIP Number)

September 30, 2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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Item 1(a). Name of Issuer:

TKO Group Holdings, Inc. (“Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Offices:

200 Fifth Ave, 7th Floor

New York, NY 10010

Item 2(a). Name of Person Filing:

This Schedule 13G is being filed jointly by Silver Lake West HoldCo, L.P., a Delaware limited partnership, Silver Lake West HoldCo II, L.P., a Delaware limited partnership, Silver Lake West VoteCo, L.L.C., a Delaware limited liability company and Egon Durban, a United States citizen (each a “Reporting Person” and, together, the “Reporting Persons”), pursuant to an agreement of joint filing.

The securities of the Issuer reported as beneficially owned in this Schedule 13G are directly held by Endeavor Operating Company, LLC (“EOC”), January Capital HoldCo, LLC, January Capital Sub, LLC and WME IMG, LLC (“WME”). WME is an indirect wholly owned subsidiary of Endeavor Group Holdings, Inc. (“EGH”). EGH is the managing member of Endeavor Manager, LLC, which in turn is the managing member of EOC. EOC is the managing member of January Capital HoldCo, LLC and January Capital Sub, LLC. Silver Lake West Holdco, L.P. and Silver Lake West Holdco II, L.P. (the “Silver Lake Equityholders”) have designated members of the governing body of EGH and as a result may be deemed to share beneficial ownership of the securities beneficially owned by EGH. Mr. Egon Durban is the managing member of Silver Lake West VoteCo, L.L.C., which is the general partner of each of the Silver Lake Equityholders. Mr. Durban is a director of the Issuer and is a Co-CEO and Managing Member of Silver Lake Group, L.LC. Securities are held solely by subsidiaries of EGH. Investment funds managed by Silver Lake do not directly hold any equity securities of the Issuer.

This filing shall not be deemed an admission of beneficial ownership of such securities or that EOC, January Capital HoldCo, LLC, January Capital Sub, LLC, EGH and the Reporting Persons constitute a group for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended or otherwise. EOC, January Capital HoldCo, LLC, January Capital Sub, LLC, and EGH will separately file or have separately filed Schedule 13G filings reporting their respective beneficial ownership of such securities.

Item 2(b). Address of Principal Business Office or, if none, Residence:

The principal business address of each of the Reporting Persons is as follows:

c/o Silver Lake

2775 Sand Hill Road, Suite 100

Menlo Park, CA 94025

Item 2(c). Citizenship:

See response to Item 4 of each of the cover pages and Item 2(a) above.

Item 2(d). Titles of Classes of Securities:

Class A Common Stock, par value $0.00001 per share (“Class A Common Stock”).

Item 2(e). CUSIP Number:

87256C101

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Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):

If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4. Ownership.

(a) Amount Beneficially Owned:

The information contained in rows 5, 6, 7, 8, 9, 10, and 11 on each of the cover pages of this Schedule 13G is incorporated by reference in its entirety into this Item 4.

As of September 30, 2024, the Reporting Persons may be deemed to beneficially own an aggregate of 91,259,861 shares of the Issuer’s Class A Common Stock or 53.4% of the Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, consisting of (i) 75,412,059 units of TKO Operating Company, LLC (the “TKO OpCo Units”) and an equal number of shares of Class B common stock held by EOC, (ii) 7,662,799 TKO OpCo Units and an equal number of shares of Class B common stock held by January Capital HoldCo, LLC, (iii) 6,542,033 TKO OpCo Units and an equal number of shares of Class B common stock held by January Capital Sub, LLC and (iv) 1,642,970 shares of Class A Common Stock held by WME.

The TKO OpCo Units are redeemable by the holders for, at the election of the Issuer, (i) newly-issued shares of Class A Common Stock of the Issuer on a one-for-one basis, subject to appropriate and equitable adjustment for any stock splits, reverse splits, stock dividends or similar events, or (ii) subject to certain conditions, an equivalent amount of cash. Upon the redemption of any TKO OpCo Units, a number of shares of Class B common stock equal to the number of TKO OpCo Units that are redeemed will be cancelled by the Issuer for no consideration.

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The percentages of beneficial ownership in this Schedule 13G are based on 81,146,843 shares of Class A Common Stock of the Issuer outstanding as of September 30, 2024, as reflected in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 6, 2024 and assumes the redemption of all TKO OpCo Units which may be deemed beneficially owned by the Reporting Persons into Class A Common Stock.

See responses to Item 11 on each cover page and Items 2(a) and 4(a) above.

See responses to Item 5 on each cover page and Items 2(a) and 4(a) above.

See responses to Item 6 on each cover page and Items 2(a) and 4(a) above.

See responses to Item 7 on each cover page and Items 2(a) and 4(a) above.

See responses to Item 8 on each cover page and Items 2(a) and 4(a) above.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

See Item 2(a).

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

Not applicable.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 8, 2024

Exhibit Index