Item 1.01 Entry into a Material Definitive Agreement.

On October 27, 2021, UFC Holdings, LLC ("UFC"), a wholly owned indirect subsidiary of, Endeavor Group Holdings, Inc. (the "Company"), entered into Amendment No. 8 (the "Credit Agreement Amendment") to the First Lien Credit Agreement, dated as of August 18, 2016, among Zuffa Guarantor, LLC, UFC Holdings, LLC ("UFC"), Goldman Sachs Bank USA, as administrative agent, and the lenders party thereto (as amended, the "Existing Credit Agreement" and, as further amended by the Credit Agreement Amendment, the "Credit Agreement").

The Existing Credit Agreement provides UFC, as borrower, with the ability to borrow or incur, subject to certain terms and conditions, incremental loans or incremental revolving facilities in an aggregate amount of the sum of (a) the greater of (i) $455.0 million and (ii) 100% Consolidated EBITDA (as defined in the Existing Credit Agreement) plus (b) an amount which would not cause its First Lien Leverage Ratio (as defined in the Existing Credit Agreement) to exceed 4.75 to 1.00 on a pro forma basis.

The Credit Agreement Amendment established a new incremental term loan in an aggregate principal amount of $600.0 million (the "Incremental Term Loan"). The Incremental Term Loan has terms identical to the existing term loans and: (i) bears interest at a rate equal to LIBOR or base rate, at UFC's option, plus an applicable margin of 3.00% for LIBOR loans, or 2.00% for base rate loans (with a LIBOR floor equal to 0.75%); (ii) is subject to a 25 basis point step-down to 2.75% for LIBOR loans if the First Lien Leverage Ratio is below 3.50 to 1.00; and (iii) has a final maturity date of April 29, 2026. The existing term loans and the Incremental Term Loan collectively comprise a single class of term loans under the Existing Credit Agreement. The other material terms of the Existing Credit Agreement as previously disclosed remain unchanged.

On October 27, 2021, the UFC borrowed the full $600.0 million available under the Credit Agreement Amendment. Proceeds from the borrowings under the Incremental Term Loan are expected to be used for working capital and general corporate purposes (including permitted acquisitions, restricted payments and for any other purpose permitted under the Existing Credit Agreement).

Certain of the participants in the Credit Agreement and their respective affiliates have engaged in, and may in the future engage in, investment banking, advisory roles and other commercial dealings in the ordinary course of business with the Company and/or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

A copy of the Credit Agreement Amendment is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to Exhibit 10.1.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated into this Item 2.03 by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits



Exhibit No.       Description

10.1                Eighth Amendment dated October 27, 2021, to the First Lien
                  Credit Agreement, dated as of August 18, 2016 among Zuffa
                  Guarantor, LLC, UFC Holdings, LLC, Goldman Sachs Bank USA, as
                  administrative agent, and the lenders party thereto, as amended.


104               Cover Page Interactive Data File (embedded within the Inline XBRL
                  document)

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