Amendment: SEC Form SCHEDULE 13D/A filed by Endeavor Group Holdings Inc.
$EDR
Services-Misc. Amusement & Recreation
Consumer Discretionary
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
|
Endeavor Group Holdings, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.00001 per share (Title of Class of Securities) |
29260Y109 (CUSIP Number) |
Robert Hilton c/o Endeavor Group Holdings, Inc., 9601 Wilshire Boulevard, 3rd Floor Beverly Hills, CA, 90210 (310) 285-9000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/19/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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 (“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).
SCHEDULE 13D
|
| CUSIP No. | 29260Y109 |
| 1 |
Name of reporting person
Ariel Emanuel | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
39,438,637.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 29260Y109 |
| 1 |
Name of reporting person
Patrick Whitesell | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
36,455,138.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 29260Y109 |
| 1 |
Name of reporting person
Endeavor Executive Holdco, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
21,031,480.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Limited Liability Company
SCHEDULE 13D
|
| CUSIP No. | 29260Y109 |
| 1 |
Name of reporting person
Endeavor Executive PIU Holdco, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,661,900.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Limited Liability Company
SCHEDULE 13D
|
| CUSIP No. | 29260Y109 |
| 1 |
Name of reporting person
Endeavor Executive II Holdco, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,760,793.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Limited Liability Company
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.00001 per share | |
| (b) | Name of Issuer:
Endeavor Group Holdings, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
9601 Wilshire Boulevard, 3rd Floor, Beverly Hills,
CALIFORNIA
, 90210. | |
Item 1 Comment:
This Amendment No. 10 to Schedule 13D ("Amendment No. 10") amends and supplements the statement on Schedule 13D originally filed with the United States Securities and Exchange Commission on May 13, 2021 (as amended, the "Schedule 13D"), related to the shares of Class A Common Stock, par value $0.00001 per share, of Endeavor Group Holdings, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
The information set forth in Item 6 of this Schedule 13D is hereby incorporated by reference into this Item 3. | ||
| Item 4. | Purpose of Transaction | |
The information set forth in Item 6 of this Schedule 13D is hereby incorporated by reference into this Item 4. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information set forth on the cover pages of this Schedule 13D are hereby incorporated by reference into this Item 5. | |
| (b) | Mr. Emanuel is the record holder of 23,810 shares of Class A Common Stock, 5,959,889 Profits Units and 4,193,328 Endeavor Operating Company Units. Mr. Emanuel's personal revocable trust, for which he is acting as sole trustee and is sole lifetime beneficiary, is the record holder of 1,807,437 shares of Class A Common Stock. Mr. Whitesell's personal revocable trust, for which he is acting as sole trustee and is sole lifetime beneficiary, is the record holder of 72,797 shares of Class A Common Stock, 5,959,889 Profits Units and 2,968,279 Endeavor Operating Company Units. Endeavor Executive Holdco, LLC is the record holder of 21,031,480 Endeavor Operating Company Units. Endeavor Executive PIU Holdco, LLC is the record holder of 3,193,469 Endeavor Operating Company Units and 468,431 Profits Units. Endeavor Executive II Holdco, LLC is the record holder of 2,760,793 Profits Units.
The Executive Holdcos are managed by an executive committee composed of Messrs. Emanuel and Whitesell. As a result, each of Messrs. Emanuel and Whitesell may be deemed to share beneficial ownership of the securities held directly by the Executive Holdcos, but each disclaims any such beneficial ownership.
In addition, by virtue of the agreements made pursuant to the Stockholders Agreement, the Reporting Persons and the Silver Lake Equityholders may be deemed to constitute a group for purposes of Rule 13d-3 under the Exchange Act. The Reporting Persons expressly disclaim any beneficial ownership of shares of Class A Common Stock beneficially owned by the Silver Lake Equityholders and such shares are not the subject of this Schedule 13D.
The ownership information presented herein represents beneficial ownership of Class A Common Stock as of March 21, 2025, based upon 325,544,007 shares of Class A Common Stock outstanding as of January 31, 2025. | |
| (c) | Other than as described in this Amendment No. 10, the Reporting Persons have not effected any transactions with respect to the Class A Common Stock during the prior 60 days. | |
| (d) | None. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
On March 19, 2025, Endeavor Operating Company, LLC ("EOC"), an indirect controlled subsidiary of Endeavor Group Holdings, Inc. ("Endeavor" or the "Company"), entered into a Transaction Agreement by and among EOC, WME IMG, LLC ("WME IMG"), IMG Arena US Parent, LLC ("IMG Arena"), OB Global Arena Holdings LLC ("OB Global Arena"), an entity affiliated with Ariel Emanuel, and Sportradar Group AG ("Sportradar") (the "Transaction Agreement").
Pursuant to the Transaction Agreement, Sportradar will acquire all outstanding equity interests in IMG Arena (the "Transaction"), following the closing of the transactions contemplated by the Transaction Agreement, dated as of November 11, 2024, by and among WME IMG, OB Global Holdings LLC, OB US Parent LLC and IMG Arena. The Transaction Agreement contemplates that WME IMG will provide (or cause to be provided) financial consideration currently estimated to total approximately $225 million, including approximately $100 million in pre-payments to certain sports rightsholders and approximately $125 million to Sportradar, subject to certain adjustments. The Transaction Agreement also includes indemnification obligations from WME IMG and from OB Global Arena.
The Transaction is currently expected to close in the fourth quarter of 2025, subject to receipt of regulatory approvals and the satisfaction of other closing conditions. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1: Transaction Agreement, dated as of March 19, 2025, by and among Endeavor Operating Company, LLC, WME IMG, LLC, IMG Arena US Parent, LLC, OB Global Arena Holdings LLC and Sportradar Group AG | ||
| 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.
|
|
|
|
|
|
|
|
|
|
|