SEC Form SCHEDULE 13D filed by TKO Group Holdings Inc.

The business address of each Reporting Person is 9601 Wilshire Boulevard, 3rd Floor, Beverly Hills, CA 90210.

Endeavor is a global sports and entertainment company, home to many of the world's most dynamic and engaging storytellers, brands, live events, and experiences. The Endeavor network specializes in talent representation through entertainment agency WME; sports operations and advisory, event management, media production and distribution, and brand licensing through IMG; live event experiences and hospitality through On Location; full-service marketing through global cultural marketing agency 160over90; and sports data and technology through OpenBet. Endeavor is also the majority owner of the Issuer, a premium sports and sports entertainment company comprising UFC and WWE. January HoldCo and January Sub were formed to hold securities of the Issuer. Mr. Whitesell is the Executive Chairman of Endeavor.

During the last five years, none of the Reporting Person has been (i) convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

See Item 2(d)

Mr. Whitesell is a citizen of the United States of America. The remaining Reporting Persons are each organized under the laws of the State of Delaware.

On September 12, 2023 (the "Closing Date"), pursuant to the transactions contemplated by the Transaction Agreement, dated as of April 2, 2023 (the "TKO Transaction Agreement"), by and among Endeavor, EOC, January Capital HoldCo, LLC ("January HoldCo") and January Capital Sub, LLC ("January Sub" and, together with EOC and January HoldCo, the "EDR Subscribers") TKO Operating Company, LLC (f/k/a Zuffa Parent, LLC) ("TKO OpCo"), World Wrestling Entertainment, Inc. ("WWE"), the Issuer, and Whale Merger Sub Inc. ("Merger Sub"), the Reporting Persons acquired a total of 89,616,891 units of TKO OpCo (the "TKO OpCo Units") (the "TKO Transaction"). On April 9, 2024, WME IMG purchased 1,642,970 shares of TKO Class A common stock from Vincent K. McMahon at a per share price of $89.01 for aggregate consideration of $146.2 million. From December 11, 2024 through February 5, 2025, WME IMG has purchased 182,060 shares of Class A Common Stock for aggregate consideration of approximately $26 million and EOC has purchased 1,938,135 shares of Class A Common Stock for aggregate consideration of approximately $291 million. The Reporting Persons used available working capital to fund these purchases.

The information set forth in Items 3 and 6 of this Schedule 13D is hereby incorporated by reference into this Item 4. The Reporting Persons acquired the securities described in this Schedule 13D in connection with the TKO Transaction and for investment purposes. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Person's review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. The Reporting Persons intend to acquire additional securities of the Issuer pursuant to the Asset Sale Transaction Agreement, Trading Plan (each as defined below) and otherwise, and may acquire additional securities of the Issuer or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Persons may engage in discussions with the Issuer's management, the Board, and stockholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or take-private transaction that could result in the de-listing or de-registration of the Class A Common Stock; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the Board. To facilitate their consideration of such matters, the Reporting Persons may retain consultants and advisors and may enter into discussions with potential sources of capital and other third parties. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. The Reporting Persons will likely take some or all of the foregoing steps at preliminary stages in their consideration of various possible courses of action before forming any intention to pursue any particular plan or direction. Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.

The information contained on the cover pages is incorporated by reference to this Item 5. The ownership information presented herein represents beneficial ownership of Class A Common Stock as of February 5, 2025, based upon 81,149,701 shares of Class A Common Stock outstanding as of October 31, 2024.

The information contained on the cover pages is incorporated by reference to this Item 5. January HoldCo is the record holder of 83,074,858 TKO OpCo Units, and January Sub is the record holder of 6,542,033 TKO OpCo Units. Subject to the terms of the operating agreement of TKO OpCo, the TKO OpCo Units may be redeemed for shares of Class A Common Stock on a one-for-one basis. In addition, EOC is the record holder of 1,938,135 shares of Class A Common Stock and WME IMG is the record holder of 1,825,030 shares of Class A Common Stock. Endeavor is the managing member of Endeavor Manager, LLC, which in turn is the managing member of EOC. EOC is the sole member of January HoldCo and January Sub (EOC, January HoldCo and January Sub, collectively, the "EDR Subscribers"). WME IMG is an indirect subsidiary of Endeavor. As a result, Endeavor may be deemed to beneficially own the securities held of record by the EDR Subscribers or WME IMG.

As of February 5, 2025, WME IMG has purchased an aggregate of 182,060 shares of Class A Common Stock in a series of open market transactions. Details by date, listing the number of shares purchased and the weighted average price per share for transactions that were effected in the 60 days prior to February 5, 2025 are provided below. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price for this transaction. December 11, 2024: 31,352 shares at a weighted average price of $142.02 per share December 12, 2024: 60,208 shares at a weighted average price of $143.73 per share December 13, 2024: 90,500 shares at a weighted average price of $142.44 per share Additionally, EOC has purchased an aggregate of 1,938,135 shares of Class A Common Stock in a series of open market transactions pursuant to the Trading Plan (as defined below). Details by date, listing the number of shares purchased and the weighted average price per share for transactions that were effected in the 60 days prior to February 5, 2025 are provided below. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price for this transaction. December 13, 2024: 155,387 shares at a weighted average price of $142.46 per share December 16, 2024: 263,200 shares at a weighted average price of $146.97 per share December 17, 2024: 263,200 shares at a weighted average price of $147.12 per share January 17, 2025: 125,589 shares at a weighted average price of $143.05 per share January 21, 2025: 108,476 shares of at a weighted average price of $144.13 per share January 22, 2025: 115,952 shares at a weighted average price of $143.85 per share January 23, 2025: 120,958 shares at a weighted average price of $150.92 per share January 24, 2025: 105,038 shares at a weighted average price of $153.04 per share January 27, 2025: 89,234 shares at a weighted average price of $153.19 per share January 28, 2025: 92,559 shares at a weighted average price of $157.68 per share January 29, 2025: 99,996 shares at a weighted average price of 156.60 per share January 30, 2025: 66,021 shares at a weighted average price of $158.39 per share January 31, 2025: 80,758 shares at a weighted average price of $156.80 per share February 3, 2025: 94,161 shares at a weighted average price of $157.79 per share February 4, 2025: 76,587 shares at a weighted average price of $157.12 per share February 5, 2025: 81,019 shares at a weighted average price of $159.72 per share

None.

Not applicable.

The information set forth or incorporated in Items 3, 4 and 5 are incorporated by reference in its entirety into this Item 6. TKO OpCo Operating Agreement On the Closing Date, Endeavor, TKO OpCo and the Issuer entered into the Amended and Restated Operating Agreement of TKO OpCo (the "TKO Operating Agreement"). The TKO Operating Agreement provides, among other things, that the members of TKO OpCo (other than the Issuer) (or certain permitted transferees thereof) have the right from time to time, subject to certain restrictions, to cause TKO OpCo to redeem any or all of their TKO OpCo Units (with the simultaneous redemption of shares of Class B Common Stock), in exchange for, at the Issuer's election (subject to certain exceptions), either cash (based on the market price of a share of Class A Common Stock) or shares of Class A Common Stock, and if such redemption is made in exchange for shares of Class A Common Stock, it shall be effected as a direct purchase by the Issuer. If, on the date of the applicable exchange notice, the aggregate amount of the Issuer's cash balance plus the aggregate amount of any loans by the Issuer to TKO OpCo as permitted under the Issuer's cash management policy, in the aggregate, is in excess of $100 million, any exchange may only occur 30 days following the giving of notice by Endeavor. Governance Agreement On September 12, 2023, the Issuer, Endeavor, the EDR Subscribers, TKO OpCo and Vincent McMahon entered into a governance agreement (as amended to date, the "Governance Agreement"). Pursuant to the Governance Agreement, WWE, the WWE Designees (as defined in the Governance Agreement) and Endeavor are entitled to certain director appointment rights relating to the Board. The Governance Agreement also places restrictions on the EDR subscribers' ability to effect certain actions. Prior to Mr. McMahon's resignation from his position as Executive Chair and a member of the Board on January 26, 2024 (the "Executive Chair Sunset"), Mr. McMahon was also entitled to certain director appointment rights under the Governance Agreement. As of the Executive Chair Sunset, Mr. McMahon no longer has the right to designate any directors of the Company, and his designation rights passed to the WWE Designees (acting by majority) until December 31, 2025. Pursuant to the Governance Agreement, until the date on which Endeavor no longer owns, directly or indirectly, more than 20% in the aggregate of the voting power of the then-outstanding shares of the Issuer's capital stock, the slate of individuals nominated for election to the Board will include the members of the Board selected by Endeavor pursuant to the Governance Agreement (the "EDR Designees"), provided that the EDR Designees shall at all times include at least three independent directors. In the event that a majority of the Board determines in good faith that an EDR Designee is not qualified to serve on the Board or does not satisfy an applicable law or other regulation of the Securities and Exchange Commission or the New York Stock Exchange, then such individual will not be included in the slate of nominees and Endeavor will be permitted to submit a replacement nominee to the slate of individuals nominated for election to the Board in accordance therewith. The Issuer will take all necessary action within its control so that each replacement nominee is nominated and elected to the Board. The Governance Agreement further provides that, until December 31, 2025, the slate of individuals nominated for election to the Board will include all six of the WWE Designees (as defined therein). At any meeting convened before December 31, 2025 at which directors are to be elected, the EDR Subscribers and each of their permitted transferees have agreed to vote all of their shares of common stock of the Issuer in favor of the election of the WWE Designees, and against any action take in respect of the removal of any such WWE Designees from the Board. In addition, prior to September 12, 2025, except for certain permitted transfers or transfer of shares of Class A Common Stock or TKO OpCo Units at a price below the 30-day volume weighted average price ("VWAP") of shares of Class A Common Stock (or other applicable principal security of the Issuer from time to time), the EDR Subscribers have agreed not to transfer any (i) shares of Class A Common Stock or (ii) TKO OpCo Units, without the approval of a majority of the WWE Designees. After September 12, 2025, the EDR Subscribers will be permitted to transfer their shares of the Issuer's common stock or TKO OpCo Units, other than transfers that (A) would be at a price above the 30-day VWAP of shares of Class A Common Stock (or other applicable principal security of the Issuer from time to time) and (B) would result in any third party controlling 25% or more of the voting power or economic interests of the Issuer or TKO OpCo, which transfers will require either (i) the approval of a majority of the WWE Designees or (ii) the acquiror in such a proposed transfer to make a pro rata offer on equivalent terms to all of the other securityholders of the Issuer and TKO OpCo, as applicable. Without the approval of a majority of the independent directors of the Board, Endeavor and its controlled affiliates have agreed not to (a) acquire all of the outstanding equity interests in, or all or substantially all of the assets of, the Issuer or TKO OpCo, (b) increase their direct or indirect beneficial ownership or economic or voting interests in the Issuer or TKO OpCo above 75% of the then-current outstanding economic or voting interests of the Issuer or TKO OpCo by virtue of additional acquisitions or (c) effect a sale of Issuer or TKO OpCo that would result in the receipt of a disproportionate "control premium" (or other disparate consideration) relative to other stockholders of the Issuer (except for amounts explicitly and directly in respect of services contemplated by the services agreement by and between Endeavor and TKO OpCo). Registration Rights Agreement On the Closing Date, the Issuer, Endeavor, Mr. McMahon and other stockholders of the Issuer entered into a registration rights agreement (the "Registration Rights Agreement"), whereby, among other things, Endeavor and Mr. McMahon received demand rights that require the Issuer to file registration statements registering their respective shares of Class A Common Stock (including shares of Class A Common Stock issuable upon the exercise by members of TKO OpCo of their redemption rights). The Registration Rights Agreement also includes customary piggyback rights, subject to certain priority provisions. In addition, the Issuer agreed to reasonably assist and cooperate with underwritten shelf takedown offerings for sales with an aggregate offering price of at least $50 million, and to bear all registration expenses, other than customary underwriting commissions of fees. TKO Stockholders Agreement On April 2, 2023, concurrently with the execution of the TKO Transaction Agreement, Endeavor and Mr. McMahon entered into a stockholders agreement, pursuant to which, among other things and subject to certain exceptions set forth therein, Mr. McMahon agreed, following the completion of the Transactions, to provide Endeavor with a right of first offer in respect of the transfer of his shares of the Issuer's common stock, subject to certain exceptions, including in connection with any margin loans or pledges with respect to such securities. Margin Loan Agreement On September 13, 2024, January HoldCo entered into a Margin Loan Agreement (as subsequently amended, the "Margin Loan Agreement"), by and between the lenders party thereto and the Administrative Agent and Calculation Agent named therein, and arrangements incidental thereto. Under the Margin Loan Agreement, January HoldCo may borrow up to $2.25 billion. The facility will mature on September 13, 2029. As security for the Margin Loan Agreement, January HoldCo has granted a first-priority lien to the lenders, pro rata to the amount of their commitments, on 83,074,858 TKO OpCo Units and a corresponding number of shares of Class B Common Stock, par value $0.00001 per share, of the Issuer. For the avoidance of doubt, the Margin Loan Agreement, as amended, is a loan facility of January HoldCo, which is secured by certain of January HoldCo's equity interests in the Issuer and does not constitute indebtedness at the Issuer. If January HoldCo defaults on its obligations under the Margin Loan Agreement, then the lenders can declare all amounts outstanding under the Margin Loan Agreement, with accrued interest, to be immediately due and payable, and if January HoldCo is unable to pay such amounts, the lenders may foreclose on the Pledged Securities and any other collateral that then secures borrowings under the Margin Loan Agreement. All voting rights with respect to the Pledged Securities will remain with January HoldCo at all times prior to the sale of any such Pledged Securities by a lender in a foreclosure upon an event of default under the Margin Loan Agreement. TKO Transaction Agreement On October 23, 2024, EOC entered into a Transaction Agreement (the "Asset Sale Transaction Agreement"), by and among IMG Worldwide, LLC, a Delaware limited liability company ("IMG Worldwide" and, together with EOC, the "EDR Parties"); Trans World International, LLC, a Delaware limited liability company and subsidiary of Endeavor ("Trans World International"); TKO Operating Company, LLC, a Delaware limited liability company ("TKO"); and the Issuer (and, together with TKO, the "TKO Parties"), pursuant to which, among other things and subject to the satisfaction or waiver of the conditions specified therein, the EDR Parties will directly or indirectly contribute, assign and transfer to TKO the Professional Bull Riders, On Location and IMG businesses currently operated by the EDR Parties (collectively, the "Transferred Businesses"), in exchange for 26,139,590 TKO OpCo Units (the "Closing Consideration"), and will subscribe for an equivalent number of corresponding shares of the Issuer's Class B Common Stock, subject to certain customary purchase price adjustments to be settled at the closing of the transaction in equity and cash (the foregoing, collectively, the "Asset Sale Transaction"). The Asset Sale Transaction Agreement contains customary representations, warranties and covenants of the parties thereto. The representations, warranties and covenants of the parties contained in the Asset Sale Transaction Agreement are made solely for the benefit of the parties thereto. In addition, such representations, warranties and covenants are (i) made only for purposes of the Asset Sale Transaction Agreement, (ii) qualified by confidential disclosures made by the parties to each other in connection with the Asset Sale Transaction Agreement, (iii) subject to materiality qualifications contained in the Asset Sale Transaction Agreement which may differ from what may be viewed as material by investors, (iv) made only as of the date of the Asset Sale Transaction Agreement or such other date as is specified in the Asset Sale Transaction Agreement and (v) included in the Asset Sale Transaction Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters as facts. Investors should not rely on the representations, warranties or covenants, or any descriptions thereof, as characterizations of the actual state of facts or condition of the parties or any of their respective subsidiaries or affiliates. Information concerning the subject matter of the representations and warranties may change after the date of the Asset Sale Transaction Agreement, which subsequent information may or may not be fully reflected in the parties' public disclosures. The closing of the Asset Sale Transaction is expected to occur in the first half of 2025, subject to the satisfaction or waiver of certain customary conditions. Rule 10b5-1 Plan On December 17, 2024, EOC entered into a trading plan (the "Trading Plan") pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. Pursuant to the Trading Plan, a broker dealer will make periodic purchases of Class A Common Stock of the Issuer on behalf of EOC until the earliest of (i) the date an aggregate purchase amount of $900 million of shares of Class A Common Stock have been purchased; (ii) the date any person publicly announces a tender or exchange offer with respect to the Class A Common Stock; (iii) the date of public announcement of a merger, acquisition, reorganization, recapitalization, or comparable transaction; (iv) the date the broker dealer receives notice of intended commencement of any proceedings; (v) the date of written notice of termination of the Trading Plan; or (vi) 4:30 p.m. New York time on March 31, 2025. The foregoing descriptions of the TKO Operating Agreement, Governance Agreement, Registration Rights Agreement, Stockholders Agreement, Asset Sale Transaction Agreement and the Trading Plan do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, each of which is filed as an exhibit hereto and incorporated herein by reference. Except as set forth herein, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Exhibit 1: Amended and Restated Operating Agreement of TKO Operating Company, LLC (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on September 12, 2023). Exhibit 2: Governance Agreement, dated as of September 12, 2023, by and among Endeavor Group Holdings, Inc., Endeavor Operating Company, LLC, January Capital Sub, LLC, January Capital Holdco, LLC, TKO Operating Company, LLC, TKO Group Holdings, Inc. and Vincent K. McMahon (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed with the SEC on September 12, 2023). Exhibit 3: Amendment No. 1, dated as of January 23, 2024, to the Governance Agreement, dated as of September 12, 2023, by and among Endeavor Group Holdings, Inc., Endeavor Operating Company, LLC, January Capital Sub, LLC, January Capital HoldCo, LLC, TKO Operating Company, LLC, TKO Group Holdings, Inc., and Vincent K. McMahon (incorporated by reference to Exhibit 10.3 to the Issuer's Annual Report on Form 10-K filed with the SEC on February 27, 2024). Exhibit 4: Registration Rights Agreement, dated as of September 12, 2023, by and among TKO Group Holdings, Inc., Endeavor Group Holdings, Inc. and Vincent K. McMahon (incorporated by reference to Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed with the SEC on September 12, 2023). Exhibit 5: Stockholders Agreement, dated as of April 2, 2023, by and between Endeavor Group Holdings, Inc. and Vincent K. McMahon (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on April 3, 2023). Exhibit 6: Transaction Agreement, dated October 23, 2024, by and among Endeavor Operating Company, LLC, TKO Operating Company, LLC, TKO Group Holdings, Inc., IMG Worldwide, LLC, and Trans World International, LLC (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on October 24, 2024). Exhibit 7: Form of Purchase Agreement by and between Endeavor Operating Company, LLC and Goldman Sachs & Co. LLC.