UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Item 3.02 | Unregistered Sales of Equity Securities. |
The information set forth in Item 8.01 below with respect to (i) the offer and sale of the Company’s Class A Common Stock pursuant to the terms of the Endeavor China Transaction Agreement and the issuance of the Company’s Class X Common Stock in connection with the Endeavor China Transaction (each as defined below) and (ii) the offer and sale of the Company’s Class X Common Stock pursuant to the terms of the OLE Transaction Agreement and the issuance of the Company’s Class A Common Stock in connection with the OLE Transaction (each as defined below) is incorporated into this Item 3.02 by reference.
The equity issued in the transactions covered by this Item 3.02 is being offered and sold in private placements that are exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
| Item 7.01 | Regulation FD Disclosure. |
On April 28, 2022, the Company issued a press release announcing the Endeavor China Transaction and the OLE Transaction (each as defined below and, collectively, the “Transactions”), a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information contained under Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1), shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act except as may be expressly set forth by specific reference in such filing.
| Item 8.01 | Other Events. |
On April 27, 2022 (the “Endeavor China Transaction Date”), Endeavor Group Holdings, Inc., a Delaware corporation (the “Company” or “Endeavor”), entered into a Transaction Agreement (the “Endeavor China Transaction Agreement”), by and among the Company, Image Flag Investment (HK) Limited, a limited liability company incorporated in Hong Kong (the “T-Partner”), Jet Investment Holdings Limited, a Cayman Islands exempted company (the “F-Partner”) and SCC Growth IV Holdco, Ltd., a Cayman Islands limited company (together with the T-Partner and the F-Partner, each a “Seller,” and collectively, the “Sellers”), pursuant to which, among other things, the Company agreed to issue to the Sellers, in the aggregate, 5,693,774 shares of the Company’s Class A common stock, par value $0.00001 per share (“Class A Common Stock”), in exchange for all of the Sellers’ respective right, title and interest in and to all of the limited partnership interests of WME IMG China, LP, a Cayman Islands exempted limited partnership (“Endeavor China”) held by such Sellers (the “Endeavor China Preferred Interests”), with an aggregate value of $158,457,767 based on the volume-weighted average trading price of the Class A Common Stock of the Company for the thirty (30) trading days ending on one day prior to the Endeavor China Transaction Date, in each case, on the terms and subject to the conditions set forth in the Endeavor China Transaction Agreement (such transaction, the “Endeavor China Transaction”). The Endeavor China Transaction closed concurrently with the execution and delivery of the Endeavor China Transaction Agreement. On the Endeavor China Transaction Date and in connection with the Endeavor China Transaction, Endeavor Operating Company, LLC, a Delaware limited liability company and an indirect subsidiary of the Company (“Endeavor Operating Company”), issued, in the aggregate, 659,896 common units in Endeavor Operating Company (and an equal number of paired shares of the Company’s Class X common stock, par value $0.00001 per share (“Class X Common Stock”)) to several employees of the Company, including members of management, in exchange for the contribution to Endeavor Operating Company by such employees of all of the direct or indirect interests in Endeavor China held by such employees based on the same valuation used for the Endeavor China Transaction (the “Endeavor China Management Flip-Up”). As a result of the consummation of the Endeavor China Transaction and the Endeavor China Management Flip-Up, Endeavor China became an indirect wholly-owned subsidiary of Endeavor Operating Company.
On April 27, 2022 (the “OLE Transaction Date”), the Company entered into a Transaction Agreement (the “OLE Transaction Agreement”), by and among the Company, Endeavor Operating Company, Endeavor OLE Parent, LLC, a Delaware limited liability company (“OLE Parent”), IMG Worldwide, LLC, a Delaware limited liability company (the “OLE Member”) and 32 Equity LLC, a Delaware limited liability company (“32 Equity”), pursuant to which, among other things, Endeavor Operating Company issued to 32 Equity 8,037,483 Endeavor Operating Company common units (“EOC Common Units”) in exchange for all of 32 Equity’s right, title and interest in and to all of the units of Endeavor OLE Parent, LLC, a Delaware limited liability company (“OLE Parent”), held by 32 Equity (the “32 Equity Interests”) and 32 Equity subscribed for equal number of paired shares of the Company’s Class X Common Stock for a cash payment by 32 Equity in an amount equal to $0.00001 per share of Class X Common Stock, with an aggregate value of $223,683,166.94 based on the volume-weighted average trading price of the Company’s Class A Common Stock for the thirty (30) trading days ending on one day prior to the OLE Transaction Date, in each case on the terms and subject to the conditions set forth in the Transaction Agreement (the “OLE Transaction”). The OLE Transaction closed concurrently with the execution and delivery of the OLE Transaction Agreement. On the OLE Transaction Date and in connection with the OLE Transaction, the Company issued, in the aggregate, 495,783 shares of Class A Common Stock to several employees of OLE Parent in exchange for the contribution to the Company by such employees of all of the direct or indirect interests in OLE Parent held by such employees based on the same valuation used for the OLE Transaction (the “Management Flip-Up”). As a result of the consummation of the OLE Transaction and the OLE Management Flip-Up, OLE Parent became an indirect wholly-owned subsidiary of Endeavor Operating Company.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated April 28, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ENDEAVOR GROUP HOLDINGS, INC. | ||
| By: | /s/ Jason Lublin | |
| Name: | Jason Lublin | |
| Title: | Chief Financial Officer | |
Date: April 28, 2022