Form 4: Silver Lake Affiliates Reorganize Endeavor Group Holdings Securities Following Merger Completion

Silver Lake affiliates report changes in beneficial ownership of Endeavor Group Holdings securities following the completion of a merger, involving internal reorganization and transfer of securities to Wildcat entities.

Summary

• Silver Lake West HoldCo, L.P., Silver Lake West HoldCo II, L.P., Silver Lake West VoteCo, L.L.C., and Egon Durban filed a Form 4 regarding changes in beneficial ownership of Endeavor Group Holdings, Inc. (EDR) securities.
• The filing reflects transactions related to an internal reorganization of securities held by certain investment funds affiliated with Silver Lake Group, L.L.C. (SLG).
• Securities held directly by Silver Lake West HoldCo, L.P. and Silver Lake West HoldCo II, L.P. were transferred to Wildcat EGH Holdco, L.P. and Wildcat Opco, L.P.
• The transactions occurred immediately prior to the consummation of the mergers contemplated by the Agreement and Plan of Merger dated April 2, 2024.
• The mergers involved OpCo Merger Sub merging with and into OpCo, Manager Merger Sub merging with and into Manager, and Company Merger Sub merging with and into the Issuer.
• Each share of Issuer common stock and Endeavor Operating Company Units outstanding immediately prior to the effective time of the Mergers (other than certain excluded shares, including certain rollover interests) was canceled and converted automatically into the right to receive $27.50 in cash per share and/or unit.
• All shares of Class X and Y common stock of the Issuer were canceled for no consideration.
• The filing details the amounts of Class A Common Stock, Class Y Common Stock, and Units of Endeavor Operating Company held by various Silver Lake affiliated entities before and after the transactions.
• The reporting persons may be deemed directors by deputization of the Issuer.
• There was no change in the aggregate amount of securities of the Issuer economically owned by SLG and its affiliates in connection with this reorganization.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. The document primarily reports on the completion of a pre-announced merger, which is generally a positive event for shareholders who received cash consideration. The internal reorganization is a technical matter and doesn't necessarily indicate a positive or negative outlook.

Future Outlook

The document does not contain specific forward-looking statements beyond the completion of the merger and related transactions.

Management Comments

• The numbers reported herein are based on good faith estimates.

Industry Context

This filing reflects the completion of a merger transaction, which is a common occurrence in the entertainment and sports industry as companies seek to consolidate and streamline operations. Private equity firms like Silver Lake often play a significant role in these transactions.

Comparison to Industry Standards

• The cash consideration of $27.50 per share/unit is a key metric that would be compared to similar transactions in the entertainment and sports industry to assess the fairness of the deal.
• Comparable transactions involving publicly traded companies being taken private by private equity firms would be relevant benchmarks.
• For example, comparing the premium paid over the pre-announcement stock price to other deals in the sector would provide context.

Stakeholder Impact

• Shareholders received $27.50 per share/unit as part of the merger agreement.
• The internal reorganization of securities held by Silver Lake affiliates does not appear to have a direct impact on other stakeholders.

Key Dates

Keywords

Endeavor Group Holdings, Silver Lake, Merger, Securities, Beneficial Ownership, Form 4, Reorganization