Amendment: SEC Form SCHEDULE 13D/A filed by Endeavor Group Holdings Inc.
$EDR
Services-Misc. Amusement & Recreation
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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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) |
Mubadala Investment Co. PJSC Attn: Treasury and Investor Relations, P.O. Box 45005 Abu Dhabi, C0, 00000 97124130000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/24/2025 (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
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| CUSIP No. | 29260Y109 |
| 1 |
Name of reporting person
Mubadala Investment Company PJSC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 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)
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| 6 | Citizenship or place of organization
UNITED ARAB EMIRATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 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 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 29260Y109 |
| 1 |
Name of reporting person
Mamoura Diversified Global Holding PJSC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 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)
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| 6 | Citizenship or place of organization
UNITED ARAB EMIRATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 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 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| 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. 1 (the "Amendment No. 1") to the Schedule 13D (the "Schedule 13D") is being filed to amend the Schedule 13D as originally filed with the U.S. Securities and Exchange Commission (the "SEC") on April 9, 2024, with respect to the Class A common stock, par value $0.00001 per share (the "Class A Common Stock") of Endeavor Group Holdings, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Schedule 13D. Except as set forth below, all previous Items and disclosures set forth in the Schedule 13D remain unchanged. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On March 24, 2025, the previously announced acquisition of the Issuer was completed pursuant to the terms of the Merger Agreement.
At the Company Merger Effective Time, each share of the Issuer's Class A Common Stock outstanding immediately prior to the Company Merger Effective Time (subject to certain exceptions, including (i) (a) shares of Common Stock owned by the Issuer or its subsidiaries, (b) shares of Common Stock owned by the Parent Entities or any of their respective direct or indirect wholly owned subsidiaries, or, any affiliate of the Parent Entities designated in writing by the Parent Entities to the Issuer at least two business days prior to the Company Merger Effective Time and (c) shares of Issuer Class X common stock, par value $0.00001 per share and Class Y common stock, par value $0.00001 per share issued and outstanding immediately prior to the Company Merger Effective Time, (ii) the shares that have been agreed to rollover in the transaction in accordance with the Merger Agreement and (iii) shares of Common Stock owned by stockholders of the Issuer who have validly demanded and not withdrawn appraisal rights in accordance with Section 262 of the General Corporation Law of the State of Delaware) were automatically cancelled and converted into the right to receive $27.50 in cash, without interest and subject to applicable withholding taxes.
As a result of the Transactions, the Class A Common Stock will no longer be listed on any securities exchange or quotation system, including the New York Stock Exchange ("NYSE") and the Issuer will cease to be a publicly traded company. On March 24, 2025, NYSE filed an application on Form 25 with the SEC to withdraw registration of the Class A Common Stock under the Exchange Act. The deregistration will become effective 90 days after the filing of Form 25, or such shorter period as may be determined by the SEC. The Issuer intends to suspend its reporting obligations under the Exchange Act by filing a Form 15 with the SEC in approximately 10 days following the filing of the Form 25. The Issuer's reporting obligations under the Exchange Act will be suspended immediately as of the filing date of the Form 15.
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| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The information set forth in Item 4 of this Amendment No. 1 is incorporated herein by reference.
As of the date of this Amendment No. 1, the Reporting Persons do not beneficially own any Class A Common Stock.
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| (b) | As of the date of this Amendment No. 1, the Reporting Persons do not beneficially own any Class A Common Stock. | |
| (c) | Except as otherwise described herein, none of the Reporting Persons has effected any transactions in shares of Class A Common Stock during the past 60 days. | |
| (d) | Not applicable. | |
| (e) | At the Company Merger Effective Time, each of the Reporting Persons ceased to be the beneficial owner of more than 5% of the Class A Common Stock. | |
| 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:
The information set forth in Item 4 of this Amendment No. 1 is incorporated herein by reference.
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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.
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