ENDEAVOR GROUP HOLDINGS, INC. Item 7.01 Regulation FD Disclosure.
On
The information contained under Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1), shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act except as may be expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On
The consummation of the Transaction is expected to close in the first quarter of 2022, subject to the satisfaction or waiver of certain customary conditions, including, among others, (i) the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) obtaining other applicable regulatory approvals, (iii) the absence of any order or legal requirement that enjoins, restrains or otherwise prevents the consummation of the Transaction, (iv) the consummation of an internal reorganization (the "Internal Reorganization") to be effected by Endeavor Content and Seller in advance of consummating the Transaction, pursuant to which Endeavor Content will transfer its non-scripted business and certain of its documentary, film sales and financing consulting services businesses to Seller and its affiliates and (v) customary conditions regarding the accuracy of the representations and warranties and material compliance by the parties with their respective obligations under the Purchase Agreement. The consummation of the Transaction is not subject to a financing condition.
The Purchase Agreement also contemplates that (i) Seller and Endeavor Content will enter into a transition services agreement as of closing, pursuant to which Seller will agree to provide a limited set of services to Endeavor Content following the closing of the Transaction and (ii) Seller and Purchaser will enter into an amended and restated limited liability company agreement of Endeavor Content (the "LLC Agreement") as of closing, pursuant to which, among other things, the Company and its subsidiaries will be subject to a limited non-competition agreement with Endeavor Content for a maximum period of seven years. The LLC Agreement also contemplates that Seller (or its affiliate) will have the right to designate two managers to the board of managers of Endeavor Content, subject to a minimum ownership condition.
The Purchase Agreement includes customary termination provisions for both Seller and Purchaser, whereby the parties may terminate (i) by mutual written consent, (ii) following a permanent legal prohibition on consummating the Transaction, (iii) if the closing of the Transaction has not occurred within six months (the "Outside Date") of the date of the Purchase Agreement, provided that if the conditions to closing are satisfied other than the obtainment of the Regulatory Approvals, then the Outside Date shall be extended to the date that is twelve months from the date of the Purchase Agreement (the "Extended Outside Date") and (iv) following a breach by the other party of its representations and warranties or covenants contained in the Purchase Agreement that would result in a failure of a condition to closing of the Transaction, subject to cure rights.
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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 Transaction and the
timing thereof, the issuance of the Class A Common Stock, the expected source of
funding for the Transaction, 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
Transaction, including that certain conditions to the consummation of the
Transaction will not be satisfied; Endeavor may experience difficulties
integrating the Business and in realizing the expected benefits of the
Transaction; 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 Transaction may result in the diversion
of Endeavor's management's time and attention to issues relating to the
Transaction and integration; Endeavor may not achieve expected synergies and
operating efficiencies attributable to the Transaction within its expected
time-frames or at all; Endeavor may incur significant transaction costs and
integration costs in connection with the Transaction; 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 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 99.1 Press Release, datedNovember 18, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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