SCHEDULE 13D/A: Endeavor Group Holdings Updates TKO Ownership Post Silver Lake Acquisition

Endeavor Group Holdings, Inc. has filed an Amendment No. 4 to its Schedule 13D, detailing changes in beneficial ownership of TKO Group Holdings, Inc. Class A Common Stock following Silver Lake's acquisition of Endeavor.

Summary

• Endeavor Group Holdings, Inc. filed an Amendment No. 4 to its Schedule 13D regarding its beneficial ownership of TKO Group Holdings, Inc. Class A Common Stock.
• On March 24, 2025, Silver Lake and its affiliates completed the acquisition of Endeavor Group Holdings, Inc., the parent company of TKO.
• In connection with the Endeavor Acquisition, Endeavor's existing governing body was dissolved.
• Patrick Whitesell ceased serving as a member of Endeavor's governing body and is no longer deemed to share beneficial ownership of the securities beneficially owned by Endeavor.
• Endeavor Group Holdings, Inc. and its related entities (Endeavor Manager, LLC, Endeavor Operating Company, LLC) collectively beneficially own 120,563,082 shares of TKO Class A Common Stock, representing 61.0% of the class.
• Specific subsidiaries of Endeavor hold significant stakes: January Capital Holdco, LLC holds 83,074,858 TKO OpCo Units (50.5% of class), January Capital Sub, LLC holds 6,542,033 TKO OpCo Units (7.4% of class), EOC Borrower, LLC holds 2,155,188 TKO OpCo Units (2.6% of class), and IMG Worldwide, LLC holds 24,386,536 TKO OpCo Units (23.0% of class).
• Additionally, EOC holds 2,579,437 shares of Class A Common Stock and WME IMG, LLC holds 1,825,030 shares of Class A Common Stock directly.
• The TKO OpCo Units are redeemable for Class A Common Stock on a one-for-one basis.
• The beneficial ownership information is based on 81,553,818 shares of Class A Common Stock outstanding as of January 31, 2025.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of ownership changes resulting from a previously announced acquisition. It does not contain positive or negative operational or financial news for TKO Group Holdings, Inc. directly, thus maintaining a neutral sentiment.

Future Outlook

The document does not provide any forward-looking statements or guidance for TKO Group Holdings, Inc. beyond the factual reporting of ownership changes.

Industry Context

This filing reflects the formalization of ownership changes within the broader entertainment and sports industry, specifically following the previously announced acquisition of Endeavor Group Holdings by Silver Lake. TKO Group Holdings, which includes UFC and WWE, remains a key asset under the Endeavor umbrella, now ultimately controlled by Silver Lake. This structural change solidifies Silver Lake's influence over a significant portion of the global sports and entertainment landscape.

Management Changes

Corporate Governance

Related Party Transactions

• The document details the beneficial ownership structure where Endeavor Group Holdings, Inc. and its various subsidiaries (Endeavor Manager, LLC, Endeavor Operating Company, LLC, EOC Topco, LLC, EOC Borrower, LLC, January Capital Holdco, LLC, January Capital Sub, LLC, WME IMG, LLC, and IMG Worldwide, LLC) collectively hold a majority stake in TKO Group Holdings, Inc. This represents an ongoing related-party relationship through common control.

Stakeholder Impact

• Shareholders of TKO Group Holdings, Inc. are impacted by the change in ultimate control of their majority shareholder, Endeavor, now under Silver Lake's ownership. This could influence long-term strategic direction and capital allocation decisions for TKO.
• Employees of TKO Group Holdings, Inc. may experience indirect impacts related to strategic shifts or operational synergies pursued by the new ultimate parent, Silver Lake, through Endeavor.

Key Dates

Keywords

SEC filing, Schedule 13D, TKO Group Holdings, Endeavor Group Holdings, Silver Lake, beneficial ownership, acquisition, Class A Common Stock, corporate governance, entertainment industry, sports industry