Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the terms of, and subject to the conditions specified in, the
Amendment, which has been approved by the Executive Committee as the governing
body of the Company, which is the manager of Endeavor Manager, LLC, which in
turn is the manager of Buyer, upon consummation of the Acquisition, Buyer,
instead of providing to Parent the Original Purchase Price, will provide to
Parent consideration having an aggregate value of
The foregoing summary of the material terms of the Amendment is not complete and
is qualified in its entirety by reference to the Amendment, a copy of which is
attached hereto as Exhibit 10.1 and incorporated herein by reference, and the
Original Equity Purchase Agreement, a copy of which is attached as Exhibit 2.1
to the Company's Form 8-K, filed with the
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that do not relate to matters of historical fact should be considered forward-looking statements, including the Company's expected closing of the Acquisition and the timing thereof, the issuance of the Class A Common Stock, the expected source of funding for the Acquisition and the anticipated creation of a new reporting segment. In some cases, you can identify forward-looking statements by terms such as "aim," "anticipate," "believe," "could," "expect," "should," "plan," "intend," "estimate," "target," "mission," "will," "potential" or, in each case, their negative, or other variations or comparable terminology and expressions. These forward-looking statements are based on management's current expectations. These statements are neither promises nor guarantees and involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from what is expressed or implied by the forward-looking statements, including, but not limited to: Endeavor faces uncertainties regarding the consummation of the Acquisition, including that certain conditions to the consummation of the Acquisition will not be satisfied; Endeavor may experience difficulties integrating the Business and in realizing the expected benefits of the Acquisition; Endeavor may need to use resources that are needed in other parts of its business to do so; the Business may have liabilities that are not known, probable or estimable at this time; the Acquisition may result in the diversion of Endeavor's management's time and attention to issues relating to the Acquisition and integration; Endeavor may not achieve expected synergies and operating efficiencies attributable to the Acquisition within its expected time-frames or at all; Endeavor may incur significant transaction costs and integration costs in connection with the Acquisition; Endeavor may face challenges protecting and preserving the acquired intellectual property rights; risks inherent to the Business may result in additional strategic and operational risks to Endeavor, which may impact Endeavor's risk profile and which Endeavor may not be able to mitigate effectively; and the Business operates in a changing regulatory environment and may be forced to restrict or cease operations entirely in certain jurisdictions due to changes in law or regulations. In addition, a number of important factors could cause Endeavor's actual future results and other future circumstances to
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differ materially from those expressed in any forward-looking statements,
including but not limited to: the impact of the COVID-19 global pandemic on
Endeavor's business, financial condition, liquidity and results of operations;
changes in public and consumer tastes and preferences and industry trends;
Endeavor's ability to adapt to or manage new content distribution platforms or
changes in consumer behavior; Endeavor's dependence on the relationships of its
management, agents, and other key personnel with clients; Endeavor's dependence
on key relationships with television and cable networks, satellite providers,
digital streaming partners, corporate sponsors, and other distribution partners;
risks related to Endeavor's organization and structure; and other important
factors discussed in Part II, Item 1A "Risk Factors" in Endeavor's Quarterly
Report on Form 10-Q for the quarterly period ended
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1* Amendment to the Equity Purchase Agreement, datedJune 30, 2022 by and amongEndeavor Group Holdings, Inc. ,Endeavor Operating Company, LLC and Light & Wonder, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The
Company undertakes to furnish supplemental copies of any of the omitted
schedules upon request by the
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