TKO Group Holdings Inc. filed SEC Form 8-K: Changes in Control of Registrant
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| Item 5.01. | Changes in Control of Registrant. |
On March 24, 2025 (the “Closing Date”), Silver Lake and its affiliates completed the previously announced acquisition (the “Endeavor Acquisition”) of Endeavor Group Holdings, Inc. (“Endeavor”), the parent company of TKO Group Holdings, Inc. (the “Company”), as described in a Current Report on Form 8-K filed by Endeavor on the Closing Date. In connection with the Endeavor Acquisition, Silver Lake and its affiliates became the sole controlling shareholders of Endeavor.
As a result of the Endeavor Acquisition and the change in control of Endeavor, a change in control of the Company occurred for purposes of this Item 5.01. As of the effective time thereof, Silver Lake and its affiliates beneficially own approximately 60.9% of the total voting securities of the Company. For the avoidance of doubt, the Endeavor Acquisition does not constitute a “Change in Control” under, and as defined in, the First Lien Credit Agreement dated as of August 18, 2016, by and among Zuffa Guarantor, LLC, UFC Holdings, LLC (n/k/a TKO Worldwide Holdings, LLC), the lenders party thereto and Goldman Sachs Bank USA, as administrative agent, as previously amended and restated, or a “Change of Control” under, and as defined in, the Company’s 2023 Incentive Award Plan.
SIGNATURES
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.
| TKO GROUP HOLDINGS, INC. | ||
| By: | /s/ Andrew Schleimer | |
| Name: | Andrew Schleimer | |
| Title: | Chief Financial Officer | |
Date: March 24, 2025