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| CIK | 1973266 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to TKO Group Holdings, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2025 TKO GROUP HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41797 92-3569035 (State or Other Jurisdiction of Incorporation) (Commissio |
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| August 11, 2025 |
EX-99.1 Exhibit 99.1 PARAMOUNT AND TKO ANNOUNCE HISTORIC UFC MEDIA RIGHTS AGREEMENT PARAMOUNT TO BECOME EXCLUSIVE HOME OF UFC IN THE U.S. Beginning in 2026, all UFC numbered events and Fight Nights will stream live on Paramount+, with select marquee fights simulcast on CBS LOS ANGELES, CA and NEW YORK, NY – August 11, 2025 – Paramount, a Skydance Corporation, (“Paramount”) (NASDAQ: PSKY) and TKO G |
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| August 6, 2025 |
HISTORICAL FINANCIAL INFORMATION – BASIS OF PRESENTATION Exhibit 99.2 August 6, 2025 HISTORICAL FINANCIAL INFORMATION – BASIS OF PRESENTATION TKO Transactions On February 28, 2025, TKO Group Holdings, Inc. (“TKO” or the "Company") completed the acquisition (the “Asset Acquisition”) of certain businesses operating under the IMG brand (“IMG”), On Location, and Professional Bull Riders (“PBR”) (collectively referred to as the “Acquired Businesses”). On Sep |
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| August 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41797 T |
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| August 6, 2025 |
Amended and Restated Non-Employee Director Compensation Policy. TKO Group Holdings, INC. Amended and Restated Non-Employee Director Compensation Policy Non-employee members of the board of directors (the “Board”) of TKO Group Holdings, Inc. (the “Company”) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Policy (this “Policy”). The cash and equity compensation described in this Policy shall be pa |
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| August 6, 2025 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Contacts: Investors: Seth Zaslow [email protected] Media: [email protected] TKO Reports Second Quarter 2025 Results Raises Full Year 2025 Guidance ESPN and WWE Today Announced a Multiyear Domestic Rights Agreement for WWE Premium Live Events Acquired Businesses On February 28, 2025, TKO Group Holdings, Inc. (“TKO”) completed the acquisition of certain businesses |
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| August 6, 2025 |
EXECUTION COPY AMENDMENT NO. 1 TO TERM EMPLOYMENT AGREEMENT This Amendment No. 1 to Term Employment Agreement (“Amendment”) is entered into as of August 1, 2025 (the “Amendment Date”), by and between TKO GROUP HOLDINGS, INC. (with any successor thereto, “TKO” and together with any affiliate and subsidiary thereof controlled directly or indirectly by TKO which may employ Employee from time to time |
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| August 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 06, 2025 TKO GROUP HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41797 92-3569035 (State or Other Jurisdiction of Incorporation) (Commissio |
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| June 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 12, 2025 TKO Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41797 92-3569035 (State or other jurisdiction of incorporation) (Commission |
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| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41797 |
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| May 8, 2025 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Contacts: Investors: Seth Zaslow [email protected] Media: [email protected] TKO Reports First Quarter 2025 Results Raises Full Year 2025 Guidance Reflecting Strength at UFC and WWE Updates Full Year 2025 Guidance to Include the Acquisition of the IMG Business, On Location, PBR, and Associated Transaction Impacts Acquired Businesses On February 28, 2025, TKO Group |
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| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 08, 2025 TKO GROUP HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41797 92-3569035 (State or Other Jurisdiction of Incorporation) (Commission F |
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| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2025 TKO GROUP HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41797 92-3569035 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| May 8, 2025 |
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the information set forth in our audited combined financial statements and related notes included elsewhere in this Current Report on Form 8-K. On February 28, 2025, TKO Operating |
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| May 8, 2025 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors of Endeavor Group Holdings, Inc. |
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| May 8, 2025 |
HISTORICAL FINANCIAL INFORMATION – BASIS OF PRESENTATION Exhibit 99.2 May 8, 2025 HISTORICAL FINANCIAL INFORMATION – BASIS OF PRESENTATION TKO Transactions On February 28, 2025, TKO Group Holdings, Inc. (“TKO” or the "Company") completed the acquisition (the “Asset Acquisition”) of certain businesses operating under the IMG brand (the “IMG Business”), On Location, and Professional Bull Riders (“PBR”) (collectively referred to as the “Acquired Businesses |
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| April 25, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul |
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| April 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ |
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| March 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 24, 2025 TKO Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41797 92-3569035 (State or other jurisdiction of incorporation) (Commission |
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| March 19, 2025 |
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the information set forth in our audited combined financial statements and related notes included elsewhere in this Current Report on Form 8-K. On February 28, 2025, TKO Operating |
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| March 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 19, 2025 TKO Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41797 92-3569035 (State or other jurisdiction of incorporation) (Commission |
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| February 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 28, 2025 TKO Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41797 92-3569035 (State or other jurisdiction of incorporation) (Commiss |
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| February 28, 2025 |
EX-10.2 Exhibit 10.2 Execution Version FIRST AMENDMENT TO TRANSACTION AGREEMENT THIS FIRST AMENDMENT TO TRANSACTION AGREEMENT (this “Amendment”) is made and entered into as of February 27, 2025, by and among IMG Worldwide, LLC, a Delaware limited liability company (“IMG Worldwide”), Endeavor Operating Company, LLC, a Delaware limited liability company (“EOC” and, together with IMG Worldwide, the “ |
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| February 28, 2025 |
EX-99.1 Exhibit 99.1 TKO COMPLETES ACQUISITION OF SPORTS ASSETS FROM ENDEAVOR IMG, On Location, and PBR embolden TKO’s portfolio NEW YORK and BEVERLY HILLS, CA (February 28, 2025) – TKO Group Holdings, Inc. (“TKO”) (NYSE: TKO), a premium sports and entertainment company, today announced the close of its acquisition of IMG, On Location, and Professional Bull Riders (“PBR”) from Endeavor Group Holdi |
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| February 26, 2025 |
TKO Reports Fourth Quarter and Full Year 2024 Results Exhibit 99.1 FOR IMMEDIATE RELEASE Contacts: Investors: Seth Zaslow [email protected] Media: [email protected] TKO Reports Fourth Quarter and Full Year 2024 Results TKO Transaction On September 12, 2023, Endeavor and WWE closed the transaction to combine UFC and WWE to form a new, publicly listed company, TKO Group Holdings, Inc. Reported results presented in this earnings release prior to Septemb |
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| February 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41797 TKO GRO |
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| February 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2025 TKO GROUP HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41797 92-3569035 (State or Other Jurisdiction of Incorporation) (Commiss |
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| February 26, 2025 |
Insider Trading Compliance Policy TKO Group Holdings, Inc. Insider Trading Compliance Policy I. Overview • All officers, directors and employees of TKO Group Holdings, Inc. (the “Company” or “TKO”) and its subsidiaries (collectively, “TKO Personnel”) must comply with applicable laws and regulations concerning securities trading, commonly known as “insider trading.” • Insider trading and stock tipping are criminal offenses subject |
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| February 26, 2025 |
HISTORICAL FINANCIAL INFORMATION – BASIS OF PRESENTATION Exhibit 99.2 February 26, 2025 HISTORICAL FINANCIAL INFORMATION – BASIS OF PRESENTATION TKO Transaction On September 12, 2023, World Wrestling Entertainment, Inc. ("WWE") and Endeavor Group Holdings, Inc. ("Endeavor") consummated the combination of the Ultimate Fighting Championship ("UFC") and WWE businesses (the "business combination") under the newly formed company, TKO Group Holdings, Inc. (th |
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| February 26, 2025 |
Subsidiaries of TKO Group Holdings, Inc. Exhibit 21.1 Subsidiaries of TKO Group Holdings, Inc. As of February 26, 2025 Pursuant to Item 601(b)(21) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”), we have omitted certain subsidiaries which, considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” (as defined in Rule 1-02(w) of Regulation S-X under the Securit |
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| December 23, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement TKO Group Holdings |
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| December 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 16, 2024 TKO Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41797 92-3569035 (State or other jurisdiction of incorporation) (Commiss |
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| December 13, 2024 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION In connection with the Transaction Agreement entered into by the TKO Parties, EDR Parties and TWI, TKO will acquire the IMG Media business and certain contracts associated with Wimbledon, Soccer and Stadia, SailGP, and Royal & Ancient Golf Club of St. Andrews (“R&A”), (collectively referred to as the “IMG Media Business”), P |
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| December 13, 2024 |
As filed with the Securities and Exchange Commission on December 13, 2024. As filed with the Securities and Exchange Commission on December 13, 2024. Registration No. 333-274541 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TKO Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 7900 92-3569035 (State or other juris |
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| December 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 10, 2024 TKO Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41797 92-3569035 (State or other jurisdiction of incorporation) (Commiss |
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| December 13, 2024 |
Exhibit 99.2 INDEX TO COMBINED FINANCIAL STATEMENTS OF THE BUSINESSES COMBINED FINANCIAL STATEMENTS Independent Auditor’s Report F-2 Combined Balance Sheets as of December 31, 2023 and 2022 F-4 Combined Statements of Operations for the years ended December 31, 2023, 2022 and 2021(unaudited) F-5 Combined Statements of Comprehensive Loss for the years ended December 31, 2023, 2022 and 2021(unaudited |
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| December 13, 2024 |
As filed with the Securities and Exchange Commission on December 13, 2024 Table of Contents As filed with the Securities and Exchange Commission on December 13, 2024 Registration No. |
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| December 13, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) TKO Group Holdings, Inc. |
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| December 13, 2024 |
Exhibit 99.3 INDEX TO COMBINED FINANCIAL STATEMENTS OF THE BUSINESSES UNAUDITED COMBINED FINANCIAL STATEMENTS Combined Balance Sheets as of September 30, 2024 and December 31, 2023 F-2 Combined Statements of Operations for the Nine Months Ended September 30, 2024 and 2023 F-3 Combined Statements of Comprehensive Income (Loss) for the Nine Months Ended September 30, 2024 and 2023 F-4 Combined State |
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| December 10, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement TKO Group Holdings |
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| November 21, 2024 |
Exhibit 10.1 Execution Version FIFTH REFINANCING AMENDMENT, dated as of November 21, 2024 (this “Amendment”), to the Credit Agreement (as defined below) among Zuffa Guarantor, LLC, as Holdings (“Holdings”), UFC Holdings, LLC, as Borrower (the “Borrower”), Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”), the Additional Term B-4 Lenders (as defined below), the Incrementa |
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| November 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 21, 2024 TKO Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41797 92-3569035 (State or other jurisdiction of incorporation) (Commiss |
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| November 14, 2024 |
TKO / TKO Group Holdings, Inc. / MCMAHON VINCENT K - SC 13G/A Passive Investment SC 13G/A 1 d913117dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* TKO Group Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.00001 per share (Title of Class of Securities) 87256C101 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this St |
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| November 8, 2024 |
TKO / TKO Group Holdings, Inc. / Whitesell Patrick - SC 13G/A Passive Investment SC 13G/A 1 d881697dsc13ga.htm SC 13G/A Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* TKO Group Holdings, Inc. (Name of Issuer) Class A Common Stock, $0.00001 p |
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| November 8, 2024 |
TKO / TKO Group Holdings, Inc. / Endeavor Group Holdings, Inc. - SC 13G/A Passive Investment SC 13G/A 1 d881758dsc13ga.htm SC 13G/A Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* TKO Group Holdings, Inc. (Name of Issuer) Class A Common Stock, $0.00001 p |
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| November 8, 2024 |
EX-99.2 2 d897324dex992.htm EX-99.2 EXHIBIT 2 POWER OF ATTORNEY Know all by these presents that Egon Durban does hereby make, constitute and appoint Andrew Schader, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned, to execute and deliver such forms, schedules, statements and other docum |
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| November 8, 2024 |
TKO / TKO Group Holdings, Inc. / Silver Lake West HoldCo, L.P. - SC 13G/A Passive Investment SC 13G/A 1 d897324dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* TKO Group Holdings, Inc. (Name of Issuer) Class A Common Stock, $0.00001 par value per share (Titles of Class of Securities) 87256C101 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this |
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| November 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41 |
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| November 6, 2024 |
HISTORICAL FINANCIAL INFORMATION – BASIS OF PRESENTATION Exhibit 99.2 November 6, 2024 HISTORICAL FINANCIAL INFORMATION – BASIS OF PRESENTATION TKO Transaction On September 12, 2023, World Wrestling Entertainment, Inc. ("WWE") and Endeavor Group Holdings, Inc. ("Endeavor") consummated the combination of the Ultimate Fighting Championship ("UFC") and WWE businesses (the "business combination") under the newly formed company, TKO Group Holdings, Inc. (the |
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| November 6, 2024 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Contacts: Investors: Seth Zaslow [email protected] Media: [email protected] TKO Reports Third Quarter 2024 Results Updates Full Year 2024 Guidance Announces Credit Facility Refinancing TKO Transaction Highlights On September 12, 2023, Endeavor and WWE closed the transaction to combine UFC and WWE to form a new, publicly listed company, TKO Group Holdings, Inc. Re |
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| November 6, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 06, 2024 TKO GROUP HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41797 92-3569035 (State or Other Jurisdiction of Incorporation) (Commiss |
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| November 6, 2024 |
Table of Contents Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-274541 Prospectus Supplement No. 5 (To Prospectus dated April 26, 2024) TKO GROUP HOLDINGS, INC. This prospectus supplement updates, amends and supplements the prospectus dated April 26, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-274541). Capitalized te |
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| October 24, 2024 |
Exhibit 99.1 TKO ANNOUNCES APPROVAL OF CAPITAL RETURN PROGRAM; ALSO ANNOUNCES STRATEGIC ACQUISITION OF SPORTS ASSETS FROM ENDEAVOR Board Authorized $2 Billion Share Repurchase Program and Approved Initiation of Quarterly Cash Dividend Program of $75 Million All-Equity Transaction Includes Professional Bull Riders, On Location, and IMG Special Committee of TKO’s Independent Directors Unanimously Re |
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| October 24, 2024 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-274541 Prospectus Supplement No. 4 (To Prospectus dated April 26, 2024) TKO GROUP HOLDINGS, INC. This prospectus supplement updates, amends and supplements the prospectus dated April 26, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-274541). Capitalized terms used in this p |
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| October 24, 2024 |
Exhibit 10.1 Execution Version TRANSACTION AGREEMENT by and among TKO OPERATING COMPANY, LLC, TKO GROUP HOLDINGS, INC., ENDEAVOR OPERATING COMPANY, LLC, IMG WORLDWIDE, LLC and TRANS WORLD INTERNATIONAL, LLC Dated as of October 23, 2024 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01 Certain Defined Terms 3 Section 1.02 Definitions 25 Section 1.03 Interpretation and Rules of Construction |
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| October 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 23, 2024 TKO Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41797 92-3569035 (State or other jurisdiction of incorporation) (Commissi |
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| October 17, 2024 |
TKO / TKO Group Holdings, Inc. / Lindsell Train Ltd Passive Investment SC 13G/A 1 lindsell-tko09302024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* TKO GROUP HOLDINGS, INC. (Name of Issuer) Class A Common Stock, par value $0.00001 per share (Title of Class of Securities) 87256C101 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Sta |
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| September 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 26, 2024 TKO Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41797 92-3569035 (State or other jurisdiction of incorporation) (Commis |
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| September 13, 2024 |
TKO / TKO Group Holdings, Inc. / Emanuel Ariel - SC 13D/A Activist Investment SC 13D/A 1 d844526dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* TKO Group Holdings, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 87256C 101 (CUSIP Number) Robert Hilton c/o TKO Group Holdings, Inc. 200 Fifth Ave, 7th Floor New York, NY 10010 (646) 55 |
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| August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41797 TKO GROUP HOLDINGS, |
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| August 8, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 8, 2024 TKO Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41797 92-3569035 (State or other jurisdiction of incorporation) (Commission |
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| August 8, 2024 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-274541 Prospectus Supplement No. 3 (To Prospectus dated April 26, 2024) TKO GROUP HOLDINGS, INC. This prospectus supplement updates, amends and supplements the prospectus dated April 26, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-274541). Capitalized terms used in this p |
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| August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 8, 2024 TKO Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41797 92-3569035 (State or other jurisdiction of incorporation) (Commission |
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| August 8, 2024 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-274541 Prospectus Supplement No. 2 (To Prospectus dated April 26, 2024) TKO GROUP HOLDINGS, INC. This prospectus supplement updates, amends and supplements the prospectus dated April 26, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-274541). Capitalized terms used in this p |
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| August 8, 2024 |
Letter from Deloitte & Touche LLP, dated August 8, 2024. Exhibit 16.1 Deloitte & Touche LLP 30 Rockefeller Plaza New York, NY 10112 USA August 8, 2024 Tel: +1 (212) 492-4000 Fax: +1 (212) 492-4000 Securities and Exchange Commission www.deloitte.com 100 F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of TKO Group Holdings, Inc.’s Form 8-K dated August 8, 2024, and we agree with the statements made therein, with the exc |
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| August 8, 2024 |
TKO Reports Record Second Quarter 2024 Results Updates Full Year 2024 Guidance FOR IMMEDIATE RELEASE Contacts: Investors: Seth Zaslow [email protected] Media: [email protected] TKO Reports Record Second Quarter 2024 Results Updates Full Year 2024 Guidance TKO Transaction Highlights On September 12, 2023, Endeavor and WWE closed the transaction to combine UFC and WWE to form a new, publicly listed company, TKO Group Holdings, Inc. Reported results presented in this |
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| August 8, 2024 |
HISTORICAL FINANCIAL INFORMATION – BASIS OF PRESENTATION Exhibit 99.2 August 8, 2024 HISTORICAL FINANCIAL INFORMATION – BASIS OF PRESENTATION TKO Transaction On September 12, 2023, World Wrestling Entertainment, Inc. ("WWE") and Endeavor Group Holdings, Inc. ("Endeavor") consummated the combination of the Ultimate Fighting Championship ("UFC") and WWE businesses (the "business combination") under the newly formed company, TKO Group Holdings, Inc. (t |
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| July 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 30, 2024 TKO Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41797 92-3569035 (State or other jurisdiction of incorporation) (Commission |
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| June 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 12, 2024 TKO Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41797 92-3569035 (State or other jurisdiction of incorporation) (Commission |
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| May 9, 2024 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-274541 Prospectus Supplement No. 1 (To Prospectus dated April 26, 2024) TKO GROUP HOLDINGS, INC. This prospectus supplement updates, amends and supplements the prospectus dated April 26, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-274541). Capitalized terms used in this p |
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| May 8, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 8, 2024 TKO Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41797 92-3569035 (State or other jurisdiction of incorporation) (Commission Fi |
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| May 8, 2024 |
TKO Reports First Quarter 2024 Results Updates Full Year 2024 Guidance FOR IMMEDIATE RELEASE Contacts: Investors: Seth Zaslow [email protected] Media: [email protected] TKO Reports First Quarter 2024 Results Updates Full Year 2024 Guidance TKO Transaction Highlights On September 12, 2023, Endeavor and WWE closed the transaction to combine UFC and WWE to form a new, publicly listed company, TKO Group Holdings, Inc. Reported results presented in this earnings |
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| May 8, 2024 |
HISTORICAL FINANCIAL INFORMATION – BASIS OF PRESENTATION Exhibit 99.2 May 8, 2024 HISTORICAL FINANCIAL INFORMATION – BASIS OF PRESENTATION TKO Transaction On September 12, 2023, World Wrestling Entertainment, Inc. ("WWE") and Endeavor Group Holdings, Inc. ("Endeavor") consummated the combination of the Ultimate Fighting Championship ("UFC") and WWE businesses (the "business combination") under the newly formed company, TKO Group Holdings, Inc. (the |
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| May 8, 2024 |
Execution Version STOCK PURCHASE AGREEMENT dated as of April 7, 2024 among TKO GROUP HOLDINGS, INC. |
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| May 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41797 TKO GROUP HOLDINGS |
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| May 8, 2024 |
Execution Version FOURTH REFINANCING AMENDMENT, dated as of May 1, 2024 (this “Amendment”), to the Credit Agreement (as defined below) among Zuffa Guarantor, LLC, as Holdings (“Holdings”), UFC Holdings, LLC, as Borrower (the “Borrower”), Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”) and the Revolving Lenders (as defined below). |
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| April 26, 2024 |
TKO Group Holdings, Inc. Class A Common Stock 8,258,887 Shares Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Number 333-274541 TKO Group Holdings, Inc. |
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| April 24, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul |
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| April 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ |
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| April 12, 2024 |
As filed with the Securities and Exchange Commission on April 12, 2024 Table of Contents As filed with the Securities and Exchange Commission on April 12, 2024 Registration No. |
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| April 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 4, 2024 TKO Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41797 92-3569035 (State or other jurisdiction of incorporation) (Commission |
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| March 28, 2024 |
TKO / TKO Group Holdings, Inc. / MCMAHON VINCENT K - SC 13G Passive Investment SC 13G 1 d814490dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* TKO Group Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.00001 per share (Title of Class of Securities) 87256C101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement |
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| March 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 13, 2024 TKO Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41797 92-3569035 (State or other jurisdiction of incorporation) (Commission |
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| February 28, 2024 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-274541 Prospectus Supplement No. 7 (To Prospectus dated September 19, 2023) TKO GROUP HOLDINGS, INC. This prospectus supplement updates, amends and supplements the prospectus dated September 19, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-274541). Capitalized terms used i |
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| February 28, 2024 |
As filed with the Securities and Exchange Commission on February 28, 2024. As filed with the Securities and Exchange Commission on February 28, 2024. Registration No. 333-274541 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TKO Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 7900 92-3569035 (State or other juris |
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| February 27, 2024 |
Amended and Restated Non-Employee Director Compensation Policy. Exhibit 10.16 TKO Group Holdings, INC. Amended and Restated Non-Employee Director Compensation Policy Non-employee members of the board of directors (the “Board”) of TKO Group Holdings, Inc. (the “Company”) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Policy (this “Policy”). The cash and equity compensation described in this Po |
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| February 27, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 27, 2024 TKO Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41797 92-3569035 (State or other jurisdiction of incorporation) (Commiss |
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| February 27, 2024 |
Subsidiaries of TKO Group Holdings, Inc. Exhibit 21.1 Subsidiaries of TKO Group Holdings, Inc. Pursuant to Item 601(b)(21) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”), we have omitted certain subsidiaries which, considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” (as defined in Rule 1-02(w) of Regulation S-X under the Securities Act). Legal Name |
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| February 27, 2024 |
EXECUTION COPY EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of this 22nd day of November 2023 (the “Effective Date”) by and between World Wrestling Entertainment, LLC (“WWE”) and Nick Khan (“Khan”). |
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| February 27, 2024 |
TKO Group Holdings, Inc. Policy for Recovery of Erroneously Awarded Compensation. Exhibit 97.1 TKO GROUP HOLDINGS, INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION (EXECUTIVE OFFICERS) TKO Group Holdings, Inc. (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of October 2, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11. 1 |
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| February 27, 2024 |
Exhibit 10.31 Certain identified information denoted with [***] has been excluded from the exhibit because such information both (i) is not material and (ii) is the type that the registrant treats as private or confidential. TKO GROUP HOLDINGS, INC. 2023 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENT TKO Group Holdings, Inc., a Delaware corporat |
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| February 27, 2024 |
Exhibit 10.3 AMENDMENT NO. 1 TO GOVERNANCE AGREEMENT This AMENDMENT NO. 1 TO GOVERNANCE AGREEMENT (this “Amendment No. 1”), effective as of January 23, 2024, entered into by and between Endeavor Group Holdings, Inc., a Delaware corporation (“Endeavor”), Endeavor Operating Company, LLC, a Delaware limited liability company and a subsidiary of Endeavor (“Endeavor OpCo”), January Capital Sub, LLC, a |
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| February 27, 2024 |
HISTORICAL FINANCIAL INFORMATION – BASIS OF PRESENTATION Exhibit 99.2 February 27, 2024 HISTORICAL FINANCIAL INFORMATION – BASIS OF PRESENTATION TKO Transaction On September 12, 2023, World Wrestling Entertainment, Inc. ("WWE") and Endeavor Group Holdings, Inc. ("Endeavor") consummated the combination of the Ultimate Fighting Championship ("UFC") and WWE businesses (the "business combination") under the newly formed company, TKO Group Holdings, Inc. |
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| February 27, 2024 |
Exhibit 4.5 DESCRIPTION OF CAPITAL STOCK The following is a description of the capital stock of TKO Group Holdings, Inc. (the “Company,” “we,” “us,” and “our”) and certain provisions of our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), our Amended and Restated Bylaws (the “Bylaws”), and the General Corporation Law of the State of Delaware (the “DGCL”). Thi |
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| February 27, 2024 |
Exhibit 10.30 Certain identified information denoted with [***] has been excluded from the exhibit because such information both (i) is not material and (ii) is the type that the registrant treats as private or confidential. IP Assignment AGREEMENT THIS IP Assignment Agreement (this “Agreement”) is made and entered into as of this 22 day of January 2024 (the “Effective Date”), by and among (i) DJI |
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| February 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41797 TKO GROUP HOLDINGS, INC. |
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| February 27, 2024 |
TKO Reports Full Year 2023 Results FOR IMMEDIATE RELEASE Contacts: Investors: Seth Zaslow [email protected] Media: [email protected] TKO Reports Full Year 2023 Results TKO Transaction Highlights On September 12, 2023, Endeavor and WWE closed the transaction to combine UFC and WWE to form a new, publicly listed company, TKO Group Holdings, Inc. The reported results presented in this earnings release cover the period from J |
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| February 27, 2024 |
Exhibit 10.29 Certain identified information denoted with [***] has been excluded from the exhibit because such information both (i) is not material and (ii) is the type that the registrant treats as private or confidential. INDEPENDENT CONTRACTOR SERVICES AND MERCHANDISING AGREEMENT This Independent Contractor Services and Merchandising Agreement (“Agreement”) made effective as of January 22, 202 |
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| February 13, 2024 |
TKO / TKO Group Holdings, Inc. / Ninety One UK Ltd - SC 13G Passive Investment SC 13G 1 ef20021374sc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 TKO Group Holdings Inc (Name of Issuer) Common Stock, USD 0.01 (Title of Class of Securities) 87256C101 (CUSIP Number) December 31,2023 (Date of Event Wh |
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| February 13, 2024 |
TKO / TKO Group Holdings, Inc. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment SC 13G 1 tv02081-tkogroupholdingsincc.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: TKO Group Holdings, Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 87256C101 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the |
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| February 9, 2024 |
TKO / TKO Group Holdings, Inc. / Silver Lake West HoldCo, L.P. - SC 13G Passive Investment SC 13G 1 d946889dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TKO Group Holdings, Inc. (Name of Issuer) Class A Common Stock, $0.00001 par value per share (Titles of Class of Securities) 87256C101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Stateme |
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| February 9, 2024 |
EX-99 2 d765856dex99.htm EX-99 Exhibit 99 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the i |
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| February 9, 2024 |
EX-99.1 2 d946889dex991.htm EX-99.1 Exhibit 1 AGREEMENT OF JOINT FILING The parties to this Agreement hereby agree to prepare jointly and file timely (and otherwise to deliver as appropriate) all filings on any Form 3, Form 4, Form 5 or Schedule 13D or Schedule 13G, and any and all amendments thereto and any other document relating thereto (collectively, the “Filings”) required to be filed by them |
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| February 9, 2024 |
TKO / TKO Group Holdings, Inc. / Endeavor Group Holdings, Inc. - SC 13G Passive Investment SC 13G 1 d765856dsc13g.htm SC 13G Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* TKO Group Holdings, Inc. (Name of Issuer) Class A Common Stock, $0.00001 par val |
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| February 9, 2024 |
TKO / TKO Group Holdings, Inc. / Whitesell Patrick - SC 13G Passive Investment SC 13G 1 d771384dsc13g.htm SC 13G Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* TKO Group Holdings, Inc. (Name of Issuer) Class A Common Stock, $0.00001 par val |
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| February 7, 2024 |
TKO / TKO Group Holdings, Inc. / Lindsell Train Ltd Passive Investment SC 13G 1 lindsell-tko122923.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TKO GROUP HOLDINGS, INC. (Name of Issuer) Class A Common Stock, par value $0.00001 per share (Title of Class of Securities) 87256C101 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Ch |
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| January 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) January 26, 2024 TKO Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41797 92-3569035 (State or other jurisdiction of incorporation) (Commissio |
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| January 29, 2024 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-274541 Prospectus Supplement No. 6 (To Prospectus dated September 19, 2023) TKO GROUP HOLDINGS, INC. This prospectus supplement updates, amends and supplements the prospectus dated September 19, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-274541). Capitalized terms used i |
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| January 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) January 21, 2024 TKO Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41797 92-3569035 (State or other jurisdiction of incorporation) (Commissio |
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| January 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) January 23, 2024 TKO Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41797 92-3569035 (State or other jurisdiction of incorporation) (Commissio |
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| January 23, 2024 |
424B3 Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-274541 Prospectus Supplement No. 2 (To Prospectus dated September 19, 2023) TKO GROUP HOLDINGS, INC. This prospectus supplement updates, amends and supplements the prospectus dated September 19, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-274541). Capitalized terms |
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| January 23, 2024 |
424B3 Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-274541 Prospectus Supplement No. 4 (To Prospectus dated September 19, 2023) TKO GROUP HOLDINGS, INC. This prospectus supplement updates, amends and supplements the prospectus dated September 19, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-274541). Capitalized terms |
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| January 23, 2024 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-274541 Prospectus Supplement No. 5 (To Prospectus dated September 19, 2023) TKO GROUP HOLDINGS, INC. This prospectus supplement updates, amends and supplements the prospectus dated September 19, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-274541). Capitalized terms used i |
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| January 23, 2024 |
EX-99.1 Exhibit 99.1 NETFLIX TO BECOME NEW HOME OF WWE RAW BEGINNING 2025 Long-Term Deal Brings Weekly Live Sports Entertainment to Netflix STAMFORD, Conn., January 23, 2024 – WWE, part of TKO Group Holdings, Inc. (NYSE: TKO), and Netflix (NASDAQ: NFLX) today announced a long-term partnership that will bring WWE’s flagship weekly program – Raw – to the world’s leading entertainment service. This m |
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| January 23, 2024 |
Exhibit 10.1 EXECUTION COPY TERM EMPLOYMENT AGREEMENT THIS TERM EMPLOYMENT AGREEMENT (THIS “AGREEMENT”) IS DATED AS JANUARY 21, 2024 (THE “SIGNING DATE”) AND EFFECTIVE AS OF JANUARY 1, 2024 (THE “EFFECTIVE DATE”), BY AND BETWEEN TKO GROUP HOLDINGS, INC., A DELAWARE CORPORATION (WITH ANY SUCCESSOR THERETO, “TKO” AND, TOGETHER WITH ANY AFFILIATE OR SUBSIDIARY THEREOF CONTROLLED DIRECTLY OR INDIRECTL |
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| January 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) January 23, 2024 TKO Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41797 92-3569035 (State or other jurisdiction of incorporation) (Commissio |
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| January 12, 2024 |
Exhibit 10.1 EXECUTION COPY TERM EMPLOYMENT AGREEMENT THIS TERM EMPLOYMENT AGREEMENT (THIS “AGREEMENT”) IS DATED AS OF JANUARY 12, 2024 (THE “SIGNING DATE”) AND MADE EFFECTIVE AS OF JANUARY 1, 2024 (THE “EFFECTIVE DATE”), BY AND BETWEEN TKO GROUP HOLDINGS, INC., A DELAWARE CORPORATION (WITH ANY SUCCESSOR THERETO, “TKO” AND, TOGETHER WITH ANY AFFILIATE OR SUBSIDIARY THEREOF CONTROLLED DIRECTLY OR I |
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| January 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) January 12, 2024 TKO Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41797 92-3569035 (State or other jurisdiction of incorporation) (Commissio |
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| November 24, 2023 |
TKO / TKO Group Holdings Inc - Class A / Emanuel Ariel - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* TKO Group Holdings, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 87256C 101 (CUSIP Number) Robert Hilton c/o TKO Group Holdings, Inc. 200 Fifth Ave, 7th Floor New York, NY 10010 (646) 558-8333 (Name, Address and Telepho |
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| November 14, 2023 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-274541 Prospectus Supplement No. 2 (To Prospectus dated September 19, 2023) TKO GROUP HOLDINGS, INC. This prospectus supplement updates, amends and supplements the prospectus dated September 19, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-274541). Capitalized terms used i |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 9, 2023 TKO Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41797 92-3569035 (State or other jurisdiction of incorporation) (Commissi |
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| November 14, 2023 |
Exhibit 1.1 8,400,000 Shares TKO GROUP HOLDINGS, INC. CLASS A COMMON STOCK (PAR VALUE $0.00001 PER SHARE) UNDERWRITING AGREEMENT November 9, 2023 November 9, 2023 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Ladies and Gentlemen: The shareholder named in Schedule I hereto (the “Selling Shareholder”) of TKO Group Holdings, Inc., a Delaware corporation (the “Company”), proposes to |
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| November 13, 2023 |
8,400,000 Shares TKO Group Holdings, Inc. Class A Common Stock 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-274541 PROSPECTUS SUPPLEMENT (To prospectus dated September 19, 2023) 8,400,000 Shares TKO Group Holdings, Inc. Class A Common Stock The selling stockholder identified in this prospectus supplement (the “selling stockholder”) is offering 8,400,000 shares of our Class A common stock. We will not receive any proceeds from |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 9, 2023 TKO Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41797 92-3569035 (State or other jurisdiction of incorporation) (Commissi |
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| November 9, 2023 |
Exhibit 99.1 TKO Announces Secondary Offering of 8,400,000 Shares of Class A Common Stock by a Selling Stockholder NEW YORK, New York (November 9, 2023) - TKO Group Holdings, Inc. (NYSE: TKO) (“TKO” or the “Company”), a premium sports and entertainment company, today announced that one of its stockholders, Mr. Vincent K. McMahon (the “Selling Stockholder”), intends to offer for sale in an underwri |
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| November 9, 2023 |
Subject to completion, dated November 9, 2023 Table of Contents The information in this preliminary prospectus supplement is not complete and may be changed. |
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| November 7, 2023 |
EXECUTION COPY TERM EMPLOYMENT AGREEMENT THIS TERM EMPLOYMENT AGREEMENT (THIS “AGREEMENT”) IS DATED AS OF NOVEMBER 5, 2023 (THE “EFFECTIVE DATE”), BY AND BETWEEN TKO GROUP HOLDINGS, INC. |
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| November 7, 2023 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-274541 Prospectus Supplement No. 1 (To Prospectus dated September 19, 2023) TKO GROUP HOLDINGS, INC. This prospectus supplement updates, amends and supplements the prospectus dated September 19, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-274541). Capitalized terms used i |
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| November 7, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 7, 2023 TKO Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41797 92-3569035 (State or other jurisdiction of incorporation) (Commissi |
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| November 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41797 TKO GROUP HOLD |
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| November 7, 2023 |
TKO Reports Third Quarter 2023 Results Exhibit 99.1 FOR IMMEDIATE RELEASE Contacts: Investors: Seth Zaslow [email protected] Media: [email protected] TKO Reports Third Quarter 2023 Results TKO Transaction Highlights • On September 12, 2023, Endeavor and WWE closed the transaction to combine UFC and WWE to form a new, publicly listed company, TKO Group Holdings, Inc. • On September 13, 2023, the Company declared a special one-time cash |
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| November 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) November 1, 2023 TKO Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41797 92-3569035 (State or other jurisdiction of incorporation) (Commissio |
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| November 1, 2023 |
HISTORICAL FINANCIAL INFORMATION - BASIS OF PRESENTATION Exhibit 99.1 November 1, 2023 HISTORICAL FINANCIAL INFORMATION - BASIS OF PRESENTATION TKO Transaction On September 12, 2023, World Wrestling Entertainment, Inc. (“WWE”) and Endeavor Group Holdings, Inc. (“Endeavor”) consummated the combination of the Ultimate Fighting Championship (“UFC”) and WWE businesses (the “business combination”) under the newly formed company, TKO Group Holdings, Inc. (the |
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| September 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) September 28, 2023 TKO Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41797 92-3569035 (State or other jurisdiction of incorporation) (Commiss |
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| September 19, 2023 |
TKO Group Holdings, Inc. Class A Common Stock 29,373,139 Shares Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Number 333-274541 Prospectus TKO Group Holdings, Inc. |
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| September 15, 2023 |
Offer Letter by and between TKO Group Holdings, Inc. and Seth Krauss, dated September 12, 2023. Exhibit 10.19 TKO Group Holdings, Inc. 200 Fifth Avenue, 7th Floor New York, NY 10010 September 12, 2023 Seth Krauss [Via email] Re: Officer Appointment Pursuant to this letter agreement (the “Agreement”), as of September 12, 2023, TKO Group Holdings, Inc. (the “Company”) hereby appoints Seth Krauss (the “Executive”) as Chief Legal Officer of the Company, and the parties agree that he shall serve |
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| September 15, 2023 |
As filed with the Securities and Exchange Commission on September 15, 2023 Table of Contents As filed with the Securities and Exchange Commission on September 15, 2023 Registration No. |
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| September 15, 2023 |
Non-Employee Director Compensation Policy. Exhibit 10.24 Final Version TKO GROUP HOLDINGS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Non-employee members of the board of directors (the “Board”) of TKO Group Holdings, Inc. (the “Company”) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Policy (this “Policy”). The cash and equity compensation described in this Policy shal |
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| September 15, 2023 |
September 15, 2023 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N. |
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| September 15, 2023 |
Calculation of Filing Fee Tables. Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) TKO Group Holdings, Inc. |
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| September 15, 2023 |
Subsidiaries of TKO Group Holdings, Inc. Exhibit 21.1 Subsidiaries of TKO Group Holdings, Inc. Pursuant to Item 601(b)(21) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”), we have omitted certain subsidiaries which, considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” (as defined in Rule 1-02(w) of Regulation S-X under the Securities Act). Legal Name Sta |
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| September 12, 2023 |
Exhibit 10.3 Execution Version SERVICES AGREEMENT This SERVICES AGREEMENT (this “Agreement”), dated September 12, 2023 and effective as of the Effective Date, by and between Endeavor Group Holdings, Inc. (“Endeavor”), and TKO Operating Company, LLC (f/k/a Zuffa Parent, LLC) (“TKO”). Endeavor and TKO are referred to collectively herein as the “Parties,” and each individually, a “Party”. WHEREAS, En |
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| September 12, 2023 |
Amended and Restated Bylaws of TKO Group Holdings, Inc. Exhibit 4.2 Amended and Restated Bylaws of TKO Group Holdings, Inc. (a Delaware corporation) Table of Contents Page Article I Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Advance Notice Procedures for Business Brought before a Meeting 2 2.5 Advance Notice Procedures for N |
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| September 12, 2023 |
Exhibit 10.22 TKO GROUP HOLDINGS, INC. 2023 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENT TKO Group Holdings, Inc., a Delaware corporation (the “Company”), pursuant to its 2023 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (the “Participant”) the restricted stock units (“RSUs”) set forth |
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| September 12, 2023 |
Amended and Restated Certificate of Incorporation of TKO Group Holdings, Inc. Exhibit 4.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of TKO GROUP HOLDINGS, INC. (Pursuant to Section 242 and 245 of the General Corporation Law of the State of Delaware) September 12, 2023 TKO Group Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: FIRST: The name of the Corporation is TKO Group |
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| September 12, 2023 |
Exhibit 10.16 TERM EMPLOYMENT AGREEMENT THIS TERM EMPLOYMENT AGREEMENT (THIS “AGREEMENT”) IS DATED AS OF SEPTEMBER 12, 2023, BY AND BETWEEN TKO GROUP HOLDINGS, INC., A DELAWARE CORPORATION (WITH ANY SUCCESSOR THERETO, “TKO” AND, TOGETHER WITH ANY AFFILIATE OR SUBSIDIARY THEREOF CONTROLLED DIRECTLY OR INDIRECTLY BY TKO WHICH MAY EMPLOY EMPLOYEE FROM TIME TO TIME SUBJECT TO THE TERMS AND CONDITIONS |
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| September 12, 2023 |
8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 TKO Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 92-3569035 (State or incorporation or organization) (IRS Employer Identification No.) 200 Fifth Ave N |
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| September 12, 2023 |
Exhibit 4.1 Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of September 12, 2023, by and among TKO Group Holdings, Inc., a Delaware corporation (the “Corporation”), and Endeavor Operating Company, LLC, a Delaware limited liability corporation (“Endeavor”), January Capital HoldCo, LLC (“January HoldCo”), January Capital Sub LLC (toge |
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| September 12, 2023 |
As filed with the United States Securities and Exchange Commission on September 12, 2023 As filed with the United States Securities and Exchange Commission on September 12, 2023 Registration No. |
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| September 12, 2023 |
Amended and Restated Operating Agreement of TKO Operating Company, LLC. Exhibit 10.1 Execution Version FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of TKO OPERATING COMPANY, LLC Dated as of September 12, 2023 THE LIMITED LIABILITY COMPANY INTERESTS IN TKO OPERATING COMPANY, LLC HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE BEEN OR ARE BEING ISSUED IN RELIANCE UP |
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| September 12, 2023 |
Exhibit 10.2 Execution Version GOVERNANCE AGREEMENT This GOVERNANCE AGREEMENT (this “Agreement”), dated as of September 12, 2023, is entered into by and between Endeavor Group Holdings, Inc., a Delaware corporation (“Endeavor”), Endeavor Operating Company, LLC, a Delaware limited liability company and a subsidiary of Endeavor (“Endeavor Opco”), January Capital Sub, LLC, a Delaware limited liabilit |
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| September 12, 2023 |
Exhibit 10.17 TERM EMPLOYMENT AGREEMENT THIS TERM EMPLOYMENT AGREEMENT (THIS “AGREEMENT”) IS DATED AS OF SEPTEMBER 12, 2023, BY AND BETWEEN TKO GROUP HOLDINGS, INC., A DELAWARE CORPORATION (WITH ANY SUCCESSOR THERETO, “TKO” AND, TOGETHER WITH ANY AFFILIATE OR SUBSIDIARY THEREOF CONTROLLED DIRECTLY OR INDIRECTLY BY TKO WHICH MAY EMPLOY EMPLOYEE FROM TIME TO TIME SUBJECT TO THE TERMS AND CONDITIONS |
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| September 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 12, 2023 TKO Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41797 92-3569035 (State or other jurisdiction of incorporation) (Commis |
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| September 12, 2023 |
Calculation of Filing Fee Tables. Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) TKO Group Holdings, Inc. |
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| September 12, 2023 |
TKO Group Holdings, Inc. 2023 Incentive Award Plan. Exhibit 4.3 TKO GROUP HOLDINGS, INC. 2023 INCENTIVE AWARD PLAN 1. Purpose. The TKO Group Holdings, Inc. 2023 Incentive Award Plan (as amended from time to time, the “Plan”) is intended to help TKO Group Holdings, Inc., a Delaware corporation (including any successor thereto, the “Company”), and Affiliates (i) to attract and retain key employees, directors, consultants, advisors and other Eligible |
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| September 12, 2023 |
Form of Indemnification Agreement. Exhibit 10.15 INDEMNIFICATION AND ADVANCEMENT AGREEMENT This Indemnification and Advancement Agreement (“Agreement”) is made as of by and between TKO Group Holdings, Inc., a Delaware corporation (the “Company”), and, [a member of the Board of Directors / an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemni |
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| September 12, 2023 |
Exhibit 10.20 TKO GROUP HOLDINGS, INC. 2023 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AWARD AGREEMENT TKO Group Holdings, Inc., a Delaware corporation (the “Company”), pursuant to its 2023 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (the “Participant”) an option to purchase the number of shares of Common Stock (“Sh |
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| September 12, 2023 |
Exhibit 10.21 TKO GROUP HOLDINGS, INC. 2023 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENT TKO Group Holdings, Inc., a Delaware corporation (the “Company”), pursuant to its 2023 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (the “Participant”) the restricted stock units (“RSUs”) set forth |
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| September 7, 2023 |
425 Filed by Endeavor Group Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: New Whale Inc. Commission File No. 333-271893 Date: September 7, 2023 On September 7, 2023, Endeavor Group Holdings, Inc. (“Endeavor”) and World Wrestling Entertainment, Inc. (“WWE”) issued a joint press release (the “Press Release”) announcing the expected closing date of the proposed |
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| September 5, 2023 |
ARTICLE I. Refinancing Amendment Exhibit 10.6 EXECUTION VERSION FIRST REFINANCING AMENDMENT dated as of February 21, 2017 (this “Amendment”), to the Credit Agreement (as defined below) among Zuffa Guarantor, LLC, as Holdings (“Holdings”), UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). RECITALS A. Holdings, the Borrower, th |
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| September 5, 2023 |
ARTICLE I. Incremental Term Facility Amendment Exhibit 10.7 EXECUTION VERSION FIRST INCREMENTAL TERM FACILITY AMENDMENT, dated as of April 25, 2017 (this “Amendment”), to the Credit Agreement (as defined below) among Zuffa Guarantor, LLC, as Holdings (“Holdings”), UFC Holdings, LLC, as Borrower (the “Borrower”), Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”) and the initial First Additional Term B Lender (as defin |
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| September 5, 2023 |
ARTICLE I. Incremental Facility Amendment Exhibit 10.13 Execution Version EIGHTH AMENDMENT, dated as of October 27, 2021 (this “Amendment”), to the Credit Agreement (as defined below) among Zuffa Guarantor, LLC, as Holdings (“Holdings”), UFC Holdings, LLC, as Borrower (the “Borrower”), Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”) and the initial Fifth Additional Term B Lender (as defined below). RECITALS A. |
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| September 5, 2023 |
ARTICLE I. Incremental Facility Amendment Exhibit 10.11 Execution Version SIXTH AMENDMENT, dated as of June 15, 2020 (this “Amendment”), to the Credit Agreement (as defined below) among Zuffa Guarantor, LLC, as Holdings (“Holdings”), UFC Holdings, LLC, as Borrower (the “Borrower”), Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”), the Lenders party hereto and each Second Revolving Increase Lender (as defined be |
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| September 5, 2023 |
Exhibit 4.2 WORLD WRESTLING ENTERTAINMENT, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of December 16, 2016 3.375% Convertible Senior Notes due 2023 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. References to Interest 13 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01. Designation and Amoun |
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| September 5, 2023 |
ARTICLE I. Incremental Term Facility Amendment Exhibit 10.9 Execution Version FOURTH AMENDMENT, dated as of April 29, 2019 (this “Amendment”), to the Credit Agreement (as defined below) among Zuffa Guarantor, LLC, as Holdings (“Holdings”), UFC Holdings, LLC, as Borrower (the “Borrower”), Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”), the initial Second Additional Term B Lender (as defined below), the initial Firs |
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| September 5, 2023 |
Exhibit 10.8 THIRD AMENDMENT, dated as of March 26, 2019 (this “Amendment”), to the Credit Agreement (as defined below) among Zuffa Guarantor, LLC, as Holdings (“Holdings”), UFC Holdings, LLC, as Borrower (the “Borrower”), Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”) and the Lenders party hereto. RECITALS A. Holdings, the Borrower, the Lenders party thereto from tim |
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| September 5, 2023 |
Exhibit 10.5 EXECUTION VERSION FIRST LIEN CREDIT AGREEMENT dated as of August 18, 2016, among ZUFFA GUARANTOR, LLC, as Holdings, VGD MERGER SUB, LLC, (which on the Effective Date shall be merged with and into UFC Holdings, LLC, with UFC Holdings, LLC surviving such merger), as a Borrower, The Lenders Party Hereto, GOLDMAN SACHS BANK USA, as Administrative Agent, Collateral Agent, Swingline Lender |
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| September 5, 2023 |
Exhibit 1.1 TRANSACTION AGREEMENT by and among: ENDEAVOR GROUP HOLDINGS, INC., ENDEAVOR OPERATING COMPANY, LLC, ZUFFA PARENT, LLC, WORLD WRESTLING ENTERTAINMENT, INC., NEW WHALE INC., and WHALE MERGER SUB INC. Dated as of April 2, 2023 TABLE OF CONTENTS Page ARTICLE I THE MERGER, CONVERSION, TRANSFER AND ISSUANCE A-2 Section 1.1 WWE Pre-Closing Reorganization A-2 Section 1.2 The Merger A-2 Section |
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| September 5, 2023 |
Table of Contents Confidential Treatment Requested by New Whale Inc. Pursuant to 17 C.F.R. 200.83 As confidentially submitted to the Securities and Exchange Commission on September 5, 2023 This draft registration statement has not been publicly filed with the United States Securities and Exchange Commission and all information herein is strictly confidential. Registration No. 333- UNITED STATES SE |
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| September 5, 2023 |
[FORM OF FACE OF NOTE] [INCLUDE FOLLOWING LEGEND IF A GLOBAL NOTE] EXHIBIT 4.3 [FORM OF FACE OF NOTE] [INCLUDE FOLLOWING LEGEND IF A GLOBAL NOTE] [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED B |
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| September 5, 2023 |
Exhibit 10.1 STOCKHOLDERS AGREEMENT This STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of April 2, 2023, is entered into by and between Endeavor Group Holdings, Inc. a Delaware corporation (“EDR”), and Vincent K. McMahon (the “Stockholder” and together with EDR, the “Parties” and each, a “Party”). All capitalized terms used but not otherwise defined in this Agreement shall have the respectiv |
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| September 5, 2023 |
ARTICLE I. Refinancing Amendment Exhibit 10.12 Execution Version SECOND REFINANCING AMENDMENT dated as of January 27, 2021 (this “Amendment”) to the Credit Agreement (as defined below) among Zuffa Guarantor, LLC, as Holdings (“Holdings”), UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). RECITALS A. Holdings, the Borrower, th |
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| September 5, 2023 |
ARTICLE I. Refinancing Amendment Execution Version Exhibit 10.14 THIRD REFINANCING AMENDMENT, dated as of April 10, 2023 (this “Amendment”), to the Credit Agreement (as defined below) among Zuffa Guarantor, LLC, as Holdings (“Holdings”), UFC Holdings, LLC, as Borrower (the “Borrower”), Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”) and the Revolving Lenders (as defined below). RECITALS A. Holdings, t |
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| September 5, 2023 |
Execution Version Exhibit 10.15 TENTH AMENDMENT, dated as of June 26, 2023 (this “Amendment”), to the Credit Agreement (as defined below) among UFC Holdings, LLC, as Borrower (the “Borrower”) and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). RECITALS A. Zuffa Guarantor, LLC, the Borrower, the Lenders party thereto from time to time and the Administrative Agent are p |
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| September 5, 2023 |
ARTICLE I. Incremental Term Facility Amendment Exhibit 10.10 Execution Version FIFTH AMENDMENT, dated as of September 18, 2019 (this “Amendment”), to the Credit Agreement (as defined below) among Zuffa Guarantor, LLC, as Holdings (“Holdings”), UFC Holdings, LLC, as Borrower (the “Borrower”), Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”) and the initial Third Additional Term B Lender (as defined below). RECITALS A |
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| August 22, 2023 |
Table of Contents Filed pursuant to Rule 424(b)(3) Registration No.'s 333-271893 333-271893-01 INFORMATION STATEMENT/PROSPECTUS AND NOTICE OF ACTION BY WRITTEN CONSENT WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY TO THE STOCKHOLDERS OF WORLD WRESTLING ENTERTAINMENT, INC. August 22, 2023 To Our Stockholders: On behalf of the board of directors of World Wrestling En |
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| August 21, 2023 |
NEW WHALE INC. 1241 East Main Street, Stamford, Connecticut 06902 NEW WHALE INC. 1241 East Main Street, Stamford, Connecticut 06902 August 21, 2023 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Donald Fields and Alyssa Wall Re: New Whale Inc. and World Wrestling Entertainment, Inc. Registration Statement on Form S-4 File Nos. 333-271893 and 333-271893-01 Request for Effectiveness |
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| August 10, 2023 |
Consent of Moelis & Company LLC. Exhibit 99.13 CONSENT OF MOELIS & COMPANY LLC August 10, 2023 Board of Directors World Wrestling Entertainment, Inc. 1241 East Main Street Stamford, CT 06902 Members of the Board: We hereby consent to the inclusion of our opinion letter, dated April 2, 2023, to the Board of Directors of World Wrestling Entertainment, Inc. (“WWE”) as Annex K to, and to the references thereto under the headings “Sum |
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| August 10, 2023 |
Exhibit 10.17 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT, dated as of [•], 2023 (this “Subscription Agreement”), is made by and among Endeavor Operating Company, LLC, a Delaware limited liability company (“Endeavor OpCo”), January Capital Sub, LLC, a Delaware limited liability company, January Capital Holdco, LLC, a Delaware limited liability company (each of the foregoing, an “EDR Subscri |
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| August 10, 2023 |
Consent of Jonathan A. Kraft to be named as director. Exhibit 99.5 CONSENT OF JONATHAN KRAFT In connection with the filing by New Whale Inc. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to be named as a nominee to the board of directors for New Whale Inc. in the Registration Statem |
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| August 10, 2023 |
Consent of Carrie Wheeler to be named as director. Exhibit 99.9 CONSENT OF CARRIE WHEELER In connection with the filing by New Whale Inc. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to be named as a nominee to the board of directors for New Whale Inc. in the Registration Statem |
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| August 10, 2023 |
Calculation of Filing Fee Tables. Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) New Whale Inc. World Wrestling Entertainment, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Pri |
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| August 10, 2023 |
Form of TKO Group Holdings, Inc. 2023 Incentive Award Plan. Exhibit 10.18 TKO GROUP HOLDINGS, INC. 2023 INCENTIVE AWARD PLAN 1. Purpose. The TKO Group Holdings, Inc. 2023 Incentive Award Plan (as amended from time to time, the “Plan”) is intended to help TKO Group Holdings, Inc., a Delaware corporation (including any successor thereto, the “Company”), and Affiliates (i) to attract and retain key employees, directors, consultants, advisors and other Eligibl |
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| August 10, 2023 |
Consent of Egon P. Durban to be named as director. Exhibit 99.3 CONSENT OF EGON DURBAN In connection with the filing by New Whale Inc. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to be named as a nominee to the board of directors for New Whale Inc. in the Registration Statement |
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| August 10, 2023 |
Consent of Raine Securities LLC. Exhibit 99.11 Raine Securities LLC 65 East 55th Street, 24th Floor New York, NY 10022 Tel: (212) 603-5500 Fax: (212) 603-5501 Tel: (310) 987-7700 LA Tel: (415) 967-5830 SF August 10, 2023 Board of Directors World Wrestling Entertainment, Inc. 1241 East Main Street Stamford, CT 06902 Re: Registration Statement on Form S-4 of World Wrestling Entertainment, Inc., filed August 10, 2023 (the “Registrat |
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| August 10, 2023 |
Consent of Nick Khan to be named as director. Exhibit 99.10 CONSENT OF NICK KHAN In connection with the filing by New Whale Inc. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to be named as a nominee to the board of directors for New Whale Inc. in the Registration Statement |
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| August 10, 2023 |
Form of Operating Agreement of World Wrestling Entertainment, LLC. Exhibit 3.10 LIMITED LIABILITY COMPANY AGREEMENT OF [WORLD WRESTLING ENTERTAINMENT, LLC] This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of [World Wrestling Entertainment, LLC], a Delaware limited liability company (the “Company”), dated as of [•], 2023 and effective as of immediately following the Conversion, by and among TKO Group Holdings, Inc. (f/k/a New Whale Inc.), a Delaware cor |
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| August 10, 2023 |
Exhibit 10.16 CONTRIBUTION AGREEMENT This CONTRIBUTION AGREEMENT, dated as of [•], 2023 (this “Contribution Agreement”), is entered into by and between TKO Operating Company, LLC (f/k/a Zuffa Parent, LLC), a Delaware limited liability company (“HoldCo”), TKO Group Holdings, Inc. (f/k/a New Whale Inc.), a Delaware corporation (“New PubCo”) and, solely for purposes of Section 4 and Section 5, Endeav |
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| August 10, 2023 |
Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 August 10, 2023 Via EDGAR Suying Li Joel Parker Alyssa Wall Donald Field Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission 100 F Street, NE Washington, D. |
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| August 10, 2023 |
As filed with the U.S. Securities and Exchange Commission on August 10, 2023. S-4/A Table of Contents As filed with the U.S. Securities and Exchange Commission on August 10, 2023. Registration Nos. 333-271893 333-271893-01 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEW WHALE INC.* WORLD WRESTLING ENTERTAINMENT, INC. (Exact name of registrant as specified in its c |
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| August 10, 2023 |
Consent of Sonya Medina to be named as director. Exhibit 99.6 CONSENT OF SONYA MEDINA In connection with the filing by New Whale Inc. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to be named as a nominee to the board of directors for New Whale Inc. in the Registration Statemen |
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| August 10, 2023 |
Consent of Mark Shapiro to be named as director. Exhibit 99.7 CONSENT OF MARK SHAPIRO In connection with the filing by New Whale Inc. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to be named as a nominee to the board of directors for New Whale Inc. in the Registration Statemen |
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| August 10, 2023 |
Form of Certificate of Conversion of World Wrestling Entertainment, Inc. Exhibit 3.9 CERTIFICATE OF CONVERSION FROM A CORPORATION TO A LIMITED LIABILITY COMPANY PURSUANT TO SECTION 18-214 OF THE LIMITED LIABILITY COMPANY ACT [•], 2023 The undersigned, an authorized person, for the purpose of converting World Wrestling Entertainment, Inc., a Delaware corporation (the “Corporation”), to a limited liability company under the provisions of and subject to the requirements o |
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| August 10, 2023 |
Consent of Nancy Tellem to be named as director. Exhibit 99.8 CONSENT OF NANCY TELLEM In connection with the filing by New Whale Inc. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to be named as a nominee to the board of directors for New Whale Inc. in the Registration Statemen |
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| August 10, 2023 |
Consent of J.P. Morgan Securities LLC. Exhibit 99.12 CONSENT OF J.P. MORGAN SECURITIES LLC We hereby consent to (i) the use of our opinion letter dated April 2, 2023 to the Board of Directors of World Wrestling Entertainment, Inc. (“WWE”) included in Annex J to the information statement/prospectus relating to the proposed transactions involving WWE, Endeavor Group Holdings, Inc., Zuffa Parent, LLC and New Whale Inc. (“New PubCo”), and |
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| August 10, 2023 |
Consent of Steven R. Koonin to be named as director. Exhibit 99.4 CONSENT OF STEVEN KOONIN In connection with the filing by New Whale Inc. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to be named as a nominee to the board of directors for New Whale Inc. in the Registration Stateme |
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| June 23, 2023 |
Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 June 23, 2023 Via EDGAR Suying Li Joel Parker Alyssa Wall Donald Field Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission 100 F Street, NE Washington, D. |
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| June 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 16, 2023 Endeavor Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40373 83-3340169 (State or other jurisdiction of incorporation) (Commis |
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| June 23, 2023 |
Calculation of Filing Fee Tables. EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) New Whale Inc. |
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| June 23, 2023 |
EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charte |
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| June 23, 2023 |
EX-4.4 Exhibit 4.4 WORLD WRESTLING ENTERTAINMENT, INC., NEW WHALE INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of [•], 2023 3.375% Convertible Senior Notes due 2023 CROSS REFERENCE TABLE* Trust Indenture Act Indenture Section Section 310(a) 7.08 (b) 4.03† 311(a) 4.04† (b) 4.04† 312(a) 5.01 5.02 (b) (c) 4.01† 313(a) 4.02(a)† (b) 4.02(b)† ( |
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| June 23, 2023 |
Consent of J.P. Morgan Securities LLC. EX-99.4 Exhibit 99.4 CONSENT OF J.P. MORGAN SECURITIES LLC We hereby consent to (i) the use of our opinion letter dated April 2, 2023 to the Board of Directors of World Wrestling Entertainment, Inc. (“WWE”) included in Annex G to the information statement/prospectus relating to the proposed transactions involving WWE, Endeavor Group Holdings, Inc., Zuffa Parent, LLC and New Whale Inc. (“New PubCo” |
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| June 23, 2023 |
Consent of Raine Securities LLC. EX-99.3 Exhibit 99.3 Raine Securities LLC 65 East 55th Street, 24th Floor New York, NY 10022 Tel: (212) 603-5500 Fax: (212) 603-5501 Tel: (310) 987-7700 LA Tel: (415) 967-5830 SF June 23, 2023 Board of Directors World Wrestling Entertainment, Inc. 1241 East Main Street Stamford, CT 06902 Re: Registration Statement on Form S-4 of World Wrestling Entertainment, Inc., filed June 23, 2023 (the “Regist |
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| June 23, 2023 |
Consent of Moelis & Company LLC. EX-99.5 Exhibit 99.5 CONSENT OF MOELIS & COMPANY LLC June 23, 2023 Board of Directors World Wrestling Entertainment, Inc. 1241 East Main Street Stamford, CT 06902 Members of the Board: We hereby consent to the inclusion of our opinion letter, dated April 2, 2023, to the Board of Directors of World Wrestling Entertainment, Inc. (“WWE”) as Annex H to, and to the references thereto under the headings |
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| June 23, 2023 |
As filed with the U.S. Securities and Exchange Commission on June 23, 2023. S-4/A Table of Contents As filed with the U.S. Securities and Exchange Commission on June 23, 2023. Registration Nos. 333-271893 333-271893-01 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEW WHALE INC.* WORLD WRESTLING ENTERTAINMENT, INC. (Exact name of registrant as specified in its cha |
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| May 17, 2023 |
425 Filed by Endeavor Group Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: New Whale Inc. Commission File No. 333-271893 Date: May 17, 2023 The following article, authored by Alex Sherman and Mike Calia, was published by CNBC on May 16, 2023, and is available at https://www.cnbc.com/2023/05/16/wwe-ufc-merged-company-tko.html. The combined WWE and UFC will be |
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| May 12, 2023 |
As filed with the U.S. Securities and Exchange Commission on May 12, 2023. S-4 Table of Contents As filed with the U.S. Securities and Exchange Commission on May 12, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEW WHALE INC.* WORLD WRESTLING ENTERTAINMENT, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware Delaware 7900 7812 92-356903 |
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| May 12, 2023 |
Consent of Ariel Emanuel to be named as director. EX-99.2 Exhibit 99.2 CONSENT OF ARIEL EMANUEL In connection with the filing by New Whale Inc. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to be named as a nominee to the board of directors for New Whale Inc. in the Registration |
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| May 12, 2023 |
Calculation of Filing Fee Tables. EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) New Whale Inc. |
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| May 12, 2023 |
Consent of Moelis & Company LLC. Exhibit 99.5 CONSENT OF MOELIS & COMPANY LLC May 12, 2023 Board of Directors World Wrestling Entertainment, Inc. 1241 East Main Street Stamford, CT 06902 Members of the Board: We hereby consent to the inclusion of our opinion letter, dated April 2, 2023, to the Board of Directors of World Wrestling Entertainment, Inc. (“WWE”) as Annex H to, and to the references thereto under the headings “Summary |
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| May 12, 2023 |
Consent of J.P. Morgan Securities LLC. EX-99.4 Exhibit 99.4 CONSENT OF J.P. MORGAN SECURITIES LLC We hereby consent to (i) the use of our opinion letter dated April 2, 2023 to the Board of Directors of World Wrestling Entertainment, Inc. (“WWE”) included in Annex G to the information statement/prospectus relating to the proposed transactions involving WWE, Endeavor Group Holdings, Inc., Zuffa Parent, LLC and New Whale Inc. (“New PubCo” |
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| May 12, 2023 |
List of Subsidiaries of New Whale Inc. EX-21.2 Exhibit 21.2 SUBSIDIARIES OF NEW WHALE INC. (All subsidiaries are wholly-owned, directly or indirectly) Whale Merger Sub Inc. (a Delaware corporation) |
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| May 12, 2023 |
Certificate of Incorporation of New Whale Inc. EX-3.1 Exhibit 3.1 CERTIFICATE OF INCORPORATION of NEW WHALE INC. The undersigned incorporator, in order to form a corporation under the General Corporation Law of the State of Delaware (the “DGCL”), certifies as follows: 1. Name. The name of the corporation is New Whale Inc. (the “Corporation”). 2. Address; Registered Office and Agent. The address of the Corporation’s registered office in the Sta |
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| May 12, 2023 |
Consent of Vincent K. McMahon to be named as director. EX-99.1 Exhibit 99.1 CONSENT OF VINCENT K. MCMAHON In connection with the filing by New Whale Inc. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to be named as a nominee to the board of directors for New Whale Inc. in the Registr |
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| May 12, 2023 |
EX-3.3 Exhibit 3.3 BYLAWS OF NEW WHALE INC. ARTICLE I Meetings of Shareholders: Shareholders’ Consent in Lieu of Meeting Section 1.01. Annual Meeting. The annual meeting of the shareholders for the election of directors, and for the transaction of such other business as may properly come before the meeting, shall be held at such place, date and hour as shall be fixed by the Board of Directors and |
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| May 12, 2023 |
List of Subsidiaries of World Wrestling Entertainment, Inc. Exhibit 21.1 SUBSIDIARIES OF WORLD WRESTLING ENTERTAINMENT, INC. (All subsidiaries are wholly-owned, directly or indirectly, except where indicated) WWE Real Estate Holdings, LLC (a Delaware limited liability company) TSI Realty Company (a Delaware corporation) Event Services, Inc. (a Delaware corporation) • WM Labor MGT, Inc. (a Delaware corporation) • Event Services (Nola), LLC (a Louisiana corp |
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| May 12, 2023 |
Consent of Raine Securities LLC. EX-99.3 Exhibit 99.3 Raine Securities LLC 65 East 55th Street, 24th Floor New York, NY 10022 Tel: (212) 603-5500 Fax: (212) 603-5501 Tel: (310) 987-7700 LA Tel: (415) 967-5830 SF May 12, 2023 Board of Directors World Wrestling Entertainment, Inc. 1241 East Main Street Stamford, CT 06902 Re: Registration Statement on Form S-4 of World Wrestling Entertainment, Inc., filed May 12, 2023 (the “Registra |
