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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