Endeavor Group Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 16, 2024

Endeavor Group Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

(310) 285-9000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

As previously disclosed by Endeavor Group Holdings, Inc. (the “Company” or “Endeavor”) in a Current Report on Form 8-K filed on September 13, 2024, January Capital HoldCo, LLC (the “Borrower”), a controlled subsidiary of the Company, is party to a Margin Loan Agreement dated as of September 13, 2024, by and between the Borrower, the lenders party thereto and the Administrative Agent and Calculation Agent named therein (the “Margin Loan Agreement”).

On December 16, 2024, January Capital HoldCo, LLC entered into an amendment (the “Amendment”) to the Margin Loan Agreement, increasing the facility size thereunder to $2.25 billion, of which $500.0 million will be drawn in connection with the Amendment. As security for the Margin Loan Agreement, as amended by the Amendment, the Borrower granted a first-priority lien to the lenders, pro rata to the amount of their commitments, on additional common units of TKO Operating Company, LLC (“TKO OpCo Units”) and a corresponding number of shares of Class B common stock, par value $0.00001 per share (“Class B Common Stock”), of TKO Group Holdings, Inc. (“TKO”), increasing the total amount of pledged TKO securities to 83,074,858 TKO OpCo Units and a corresponding number of shares of Class B Common Stock.

All other material terms of the Margin Loan Agreement as previously reported by the Company remain unchanged.

The information set forth under Item 1.01 above is incorporated into this Item 2.03 by reference.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Endeavor intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding future borrowings under the Margin Loan Agreement, as amended. The words “believe,” “may,” “will,” “estimate,” “potential,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “target,” and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees and involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from what is expressed or implied by the forward-looking statements, including but not limited to important factors discussed in Part I, Item 1A “Risk Factors” in Endeavor’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as any such factors may be updated from time to time in the Company’s other filings with the SEC, including without limitation the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, accessible on the SEC’s website at www.sec.gov and Endeavor’s Investor Relations site at investor.endeavorco.com. Forward-looking statements speak only as of the date they are made and, except as may be required under applicable law, Endeavor undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 16, 2024