Item 2.01. Completion of Acquisition or Disposition of Assets.
On May 3, 2021, simultaneously with the consummation of its initial public
offering ("IPO"), Endeavor Group Holdings, Inc. (the "Company") closed that
certain Transaction Agreement, dated February 16, 2021 (the "Transaction
Agreement"), by and between the Company and affiliates of Silver Lake and
Kohlberg Kravis Roberts & Co. L.P. (collectively, "KKR") and certain other
investors (collectively with certain other persons that hold equity interests in
Zuffa Parent, LLC ("UFC Parent") and certain of their affiliates, the "Other UFC
Holders") pursuant to which the Company directly or indirectly acquired equity
interests in UFC Parent (including warrants of UFC Parent or common equity
received by warrant holders from the exercise of warrants of UFC Parent) from
the Other UFC Holders (or their affiliates) resulting in the Company directly or
indirectly owning 100% of the equity interests of UFC Parent.
The terms of the Transaction Agreement and the transactions related thereto are
substantially the same as the terms set forth in the forms of such agreement
previously filed as an exhibit to the Registration Statement (as defined below)
and as described therein. For further information about the Transaction
Agreement and the transactions related thereto, including the consideration paid
and the various relationships certain parties to the Transaction Agreement have
with the Company, see "Prospectus Summary-UFC Buyout" and "Certain Relationships
and Related Party Transactions" in the prospectus that forms a part of the
Registration Statement.
Item 3.02. Unregistered Sales of Equity Securities.
On May 3, 2021, simultaneously with the consummation of its IPO, the Company
closed the private placement of shares of its Class A common stock, $0.00001 par
value per share (the "Class A common stock") with each of Capital Research and
Management Company, Coatue Management, L.L.C., Dragoneer Investment Group LLC,
Elliott Investment Management L.P., Fertitta Capital, Fidelity Management &
Research Company LLC, Kraft Group LLC, MSD Capital, L.P., Mubadala Investment
Company, Silver Lake, Tako Ventures, LLC, Tencent, Third Point LLC and Zeke
Capital Advisors, LLC (the "private placement investors") to purchase an
aggregate of 74,543,080 shares of the Company's Class A common stock, consisting
of 56,336,830 shares of Class A common stock sold by the Company and 18,206,250
shares of Class A common stock sold by affiliates of KKR, in each case, at a
price per share equal to $24.00 (the "Private Placements"). The aggregate
proceeds from the Private Placements were $1,789.0 million, which included
proceeds of $1,352.1 million to the Company and proceeds of $437.0 million to
affiliates of KKR. No underwriting discounts or commissions were paid with
respect to the Private Placements. The Private Placements were conducted as
non-publictransactions and, as transactions by an issuer not involving a public
offering, are exempt from registration under the Securities Act in reliance upon
Section 4(a)(2) of the Securities Act. Certain investors in the Private
Placement have various relationships with the Company. For further information,
see "Certain Relationships and Related Party Transactions" in the prospectus
that forms a part of the Registration Statement.
Item 8.01. Other Events.
On May 3, 2021, the Company closed its IPO of 21,300,000 shares of the Company's
Class A common stock at an offering price of $24.00 per share, pursuant to the
Company's registration statement on Form S-1 (File No. 333-254908), as amended
(the "Registration Statement"). The gross proceeds to the Company from the IPO
were $511.2 million, before deducting underwriting discounts and commissions and
estimated offering expenses payable by the Company. The Company has granted to
the underwriters an option to purchase 3,195,000 shares, which remains
unexercised as the date hereof.
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