SEC Form SC 13G filed by Endeavor Group Holdings Inc.
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
TKO Group Holdings, Inc.
(Name of Issuer)
Class A Common Stock, $0.00001 par value per share
(Title of Class of Securities)
87256C101
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
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 (“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).
| CUSIP No. 87256C101 | Schedule 13G | Page 1 of 10 |
| 1 |
Names of Reporting Persons
Endeavor Group Holdings, Inc. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
89,616,891 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
89,616,891 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
89,616,891 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
52.2% | |||||
| 12 | Type of Reporting Person
CO | |||||
| CUSIP No. 87256C101 | Schedule 13G | Page 2 of 10 |
| 1 |
Names of Reporting Persons
Endeavor Manager, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
89,616,891 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
89,616,891 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
89,616,891 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
52.2% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. 87256C101 | Schedule 13G | Page 3 of 10 |
| 1 |
Names of Reporting Persons
Endeavor Operating Company, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
89,616,891 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
89,616,891 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
89,616,891 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
52.2% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. 87256C101 | Schedule 13G | Page 4 of 10 |
| 1 |
Names of Reporting Persons
January Capital HoldCo, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
12,904,832 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
12,904,832 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
12,904,832 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
13.6% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. 87256C101 | Schedule 13G | Page 5 of 10 |
| 1 |
Names of Reporting Persons
January Capital Sub, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
6,542,033 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
6,542,033 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,542,033 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
7.4% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. 87256C101 | Schedule 13G | Page 6 of 10 |
| ITEM 1. | (a) Name of Issuer: |
TKO Group Holdings, Inc. (the “Issuer”).
| (b) | Address of Issuer’s Principal Executive Offices: |
200 Fifth Ave, 7th Floor
New York, NY 10010
| ITEM 2. | (a) Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
Endeavor Group Holdings, Inc. (“Endeavor”);
Endeavor Manager, LLC;
Endeavor Operating Company, LLC (“EOC”);
January Capital HoldCo, LLC (“January HoldCo”); and
January Capital Sub, LLC (“January Sub”).
| (b) | Address of Principal Business Office: |
The business address of each of the Reporting Persons is 9601 Wilshire Boulevard, 3rd Floor, Beverly Hills, CA 90210.
| (c) | Citizenship of each Reporting Person is: |
Each of the Reporting Persons is an entity organized under the laws of the State of Delaware.
| (d) | Title of Class of Securities: |
Class A Common Stock, par value $0.00001 per share (“Class A Common Stock”).
| (e) | CUSIP Number: |
87256C101
| ITEM 3. |
|
Not applicable.
| CUSIP No. 87256C101 | Schedule 13G | Page 7 of 10 |
| ITEM 4. | Ownership. |
(a-c)
The ownership information presented below represents beneficial ownership of Class A Common Stock as of the date of this filing, based upon 82,063,970 shares of Class A Common Stock outstanding as of November 14, 2023.
| Reporting Person | Amount beneficially owned |
Percent of class: |
Sole power to vote or to direct the vote: |
Shared power to vote or to direct the vote: |
Sole of: |
Shared power to dispose or to direct the disposition of: |
||||||||||||||||||
| Endeavor Group Holdings, Inc. |
89,616,891 | 52.2 | % | 0 | 89,616,891 | 0 | 89,616,891 | |||||||||||||||||
| Endeavor Manager, LLC |
89,616,891 | 52.2 | % | 0 | 89,616,891 | 0 | 89,616,891 | |||||||||||||||||
| Endeavor Operating Company, LLC |
89,616,891 | 52.2 | % | 0 | 89,616,891 | 0 | 89,616,891 | |||||||||||||||||
| January Capital HoldCo, LLC |
12,904,832 | 13.6 | % | 0 | 12,904,832 | 0 | 12,904,832 | |||||||||||||||||
| January Capital Sub, LLC. |
6,542,033 | 7.4 | % | 0 | 12,904,832 | 0 | 12,904,832 | |||||||||||||||||
EOC is the record holder of 76,712,059 units of TKO Operating Company, LLC (the “TKO OpCo Units”), January HoldCo is the record holder of 6,362,799 TKO OpCo Units, and January Sub is the record holder of 6,542,033 TKO OpCo Units. Subject to the terms of the Amended and Restated Operating Agreement of TKO OpCo, the OpCo Units may be redeemed for shares of Class A Common Stock on a one-for-one basis.
Endeavor is the managing member of Endeavor Manager, LLC, which in turn is the managing member EOC. EOC is the managing member of January HoldCo, which in turn is the managing member of January Sub. As a result, January Holdco may be deemed to beneficially the securities held of record by January Sub, EOC may be deemed to beneficially own the securities beneficially owned by January HoldCo, and each of Endeavor and Endeavor Manager, LLC may be deemed to beneficially own the securities beneficially owned by EOC.
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
| CUSIP No. 87256C101 | Schedule 13G | Page 8 of 10 |
| 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.
| CUSIP No. 87256C101 | Schedule 13G | Page 9 of 10 |
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.
Date: February 9, 2024
| Endeavor Group Holdings, Inc. | ||
| By: | /s/ Jason Lublin | |
| Name: | Jason Lublin | |
| Title: | Chief Financial Officer | |
| Endeavor Manager, LLC | ||
| By: | /s/ Jason Lublin | |
| Name: | Jason Lublin | |
| Title: | Chief Financial Officer | |
| Endeavor Operating Company, LLC | ||
| By: | /s/ Jason Lublin | |
| Name: | Jason Lublin | |
| Title: | Chief Financial Officer | |
| January Capital HoldCo, LLC | ||
| By: | /s/ Jason Lublin | |
| Name: | Jason Lublin | |
| Title: | Authorized Signatory | |
| January Capital Sub, LLC | ||
| By: | /s/ Jason Lublin | |
| Name: | Jason Lublin | |
| Title: | Authorized Signatory | |
| CUSIP No. 87256C101 | Schedule 13G | Page 10 of 10 |
LIST OF EXHIBITS
| Exhibit No. |
Description | |
| 99 | Joint Filing Agreement. |