Sec Form 13D Filing - Emanuel Ariel filing for Endeavor Group Holdings Inc. (EDR) - 2024-04-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

Endeavor Group Holdings, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

29260Y 10 9

(CUSIP Number)

Robert Hilton

c/o Endeavor Group Holdings, Inc.

9601 Wilshire Boulevard, 3^rd Floor,

Beverly Hills, CA 90210

(310) 285-9000

With copies to:

Damien Zoubek, Esq.

Paul Humphreys, Esq.

Freshfields Bruckhaus Deringer LLP

3 World Trade Center, 175 Greenwich Street

New York, NY 10007

(212) 277-4000

and

Jeffrey J. Rosen, Esq.

Debevoise & Plimpton LLP

66 Hudson Blvd E, New York, NY 10001

(212) 909-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 2, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Explanatory Note

This Amendment No. 6 to Schedule 13D (“Amendment No. 6”) amends and supplements the statement on Schedule 13D originally filed with the United States Securities and Exchange Commission on May 13, 2021 (as amended, the “Schedule 13D”), related to the shares of Class A Common Stock, par value $0.00001 per share (the “Class A Common Stock”), of Endeavor Group Holdings, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

Agreement and Plan of Merger

On April 2, 2024, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Wildcat EGH Holdco, L.P., a Delaware limited partnership (“Holdco Parent”), Wildcat OpCo Holdco, L.P., a Delaware limited partnership (“OpCo Parent” and, together with Holdco Parent, the “Parent Entities” and each, a “Parent Entity”), Wildcat PubCo Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Holdco Parent (“Company Merger Sub”), Wildcat Manager Merger Sub, L.L.C., a Delaware limited liability company and wholly-owned subsidiary of Company Merger Sub (“Manager Merger Sub”), Wildcat OpCo Merger Sub, L.L.C., a Delaware limited liability company and wholly-owned subsidiary of OpCo Parent (“OpCo Merger Sub” and, together with Company Merger Sub and Manager Merger Sub, the “Merger Subs” and each, a “Merger Sub”), Endeavor Executive Holdco, LLC, a Delaware limited liability company (“Executive Holdco”), Endeavor Executive II Holdco, LLC, a Delaware limited liability company (“Executive II Holdco”), Endeavor Executive PIU Holdco, LLC, a Delaware limited liability company (together with Executive Holdco and Executive II Holdco, the “Executive Holdcos”), Endeavor Manager, LLC, a Delaware limited liability company and subsidiary of the Issuer (“Manager”), Endeavor Operating Company, LLC, a Delaware limited liability company and a subsidiary of Manager and indirect subsidiary of the Issuer (“OpCo” and, together with the Issuer and Manager, the “Company Entities” and each, a “Company Entity”).

The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, (i) OpCo Merger Sub will be merged with and into OpCo, with OpCo being the surviving company, collectively owned, directly or indirectly, by O pCo Parent, Manager and certain holders of common units of OpCo (the “OpCo Merger”), (ii) immediately following consummation of the OpCo Merger, Manager Merger Sub will be merged with and into Manager, with Manager being the surviving company and a wholly-owned subsidiary of the Issuer (the “Manager Merger”), and (iii) immediately following consummation of the Manager Merger, Company Merger Sub will be merged with and into the Issuer, with the Issuer being the surviving corporation, collectively owned, directly or indirectly, by Holdco Parent and certain holders of common stock of the Issuer (the “Issuer Merger”, and together with the OpCo Merger and the Manager Merger, the “Mergers”).

As a result of the Issuer Merger, each share of Common Stock (as defined below) outstanding immediately prior to the effective time of the Issuer Merger (the “Issuer Merger Effective Time,” provided, that the Issuer Merger Effective Time shall occur immediately after the Manager Merger Effective Time (as defined herein)) (subject to certain exceptions, including (i) (a) shares of Common Stock owned by the Issuer, Manager or OpCo or any of OpCo’s direct or indirect wholly owned subsidiaries, (b) shares of Common Stock owned by the Merger Subs or the Parent Entities or any of Parent Entities’ direct or indirect wholly owned subsidiaries, or, any affiliate of the Parent Entities designated in writing by the Parent Entities to the Issuer at least two business days prior to the Issuer Merger Effective Time and (c) shares of Class X Common stock and Class Y Common Stock issued and outstanding immediately prior to the Issuer Merger Effective Time (collectively, the “Excluded Shares”), (ii) the Rollover Shares (as defined below) and (iii) shares of Common Stock owned by stockholders of the Issuer who have validly demanded and not withdrawn appraisal rights in accordance with Section 262 of the General Corporation Law of the State of Delaware will, at the Issuer Merger Effective Time, automatically be cancelled and converted into the right to receive $27.50 in cash (the “Issuer Merger Consideration”), without interest and subject to applicable withholding taxes.

As a result of the Manager Merger, each common unit of Manager (“Manager Membership Interest”) outstanding immediately prior to the effective time of the Manager Merger (the “Manager Merger Effective Time”) (subject to certain exceptions, including each Manager Membership Interest owned by the Issuer or the Manager immediately prior to the Manager Merger Effective Time) will, at the Manager Merger Effective Time, automatically be cancelled and converted into the right to receive $27.50 in cash (the “Manager Merger Consideration”), without interest and subject to applicable withholding taxes and certain deferrals to take into account certain terms of the existing Manager Membership Interests.

As a result of the OpCo Merger, (a) each common unit of OpCo (“OpCo Membership Interest”) outstanding immediately prior to the effective time of the OpCo Merger (the “OpCo Merger Effective Time”) (subject to certain exceptions, including (i) each OpCo Membership Interest owned by the Issuer, Manager, OpCo, or any direct or indirect wholly-owned subsidiary of OpCo, the Parent Entities or any direct or indirect wholly-owned subsidiary of the Parent Entities, and (ii) Rollover Units (as defined herein)) will, at the OpCo Merger Effective Time, automatically be cancelled and converted into the right to receive $27.50 in cash (the “OpCo Merger Consideration”), without interest and subject to applicable withholding taxes and certain deferrals to take into account certain terms of the existing OpCo Membership Interests and (b) each profits unit of OpCo (“OpCo Profits Unit”) outstanding immediately prior to the OpCo Merger Effective Time (subject to certain exceptions, including Rollover Units) will, at the OpCo Merger Effective Time, automatically be cancelled and converted into the right to receive the OpCo Merger Consideration less the “strike price” of such OpCo Profits Unit in cash (the “OpCo Profits Units Merger Consideration” and, together with the OpCo Merger Consideration, the Manager Merger Consideration and the Issuer Merger Consideration, with respect to such applicable equity securities, the “Merger Consideration”), without interest and subject to applicable withholding taxes and certain deferrals to take into account certain terms of the existing OpCo Profits Units.

The Merger Agreement contains customary representations, warranties and covenants for a transaction of this type. The Merger Agreement provides that each Executive Holdco will exercise certain repurchase options, pursuant to which such Executive Holdco will repurchase all of the vested management units held by the members thereof and any management units that will vest in connection with the consummation of the transactions contemplated by the Merger Agreement, in each case, in exchange for certain corresponding equity interests in either OpCo or the Issuer to which such units correspond.

Either the Issuer, acting with the prior approval of the special committee, or the Parent Entities, may terminate the Merger Agreement in certain circumstances, including if the Mergers are not completed by April 2, 2025 (the “Outside Date”), subject to certain limitations and as such date may be extended pursuant to the terms of the Merger Agreement or by the mutual written consent of the Issuer (acting with the prior approval of the Special Committee) and the Parent Entities.

Following execution of the Merger Agreement, (a) Silver Lake West HoldCo, L.P. and Silver Lake West HoldCo II, L.P. and (b) Mr. Emanuel and Mr. Whitesell and each of their respective personal revocable trusts that holds shares of Common Stock and/or OpCo Membership Interests, and the Executive Holdcos, who collectively held more than a majority of the combined voting power of the outstanding shares of Class A common stock of the Issuer, par value $0.0001 per share (the “Class A Common Stock”), Class X common stock of the Issuer, par value $0.0001 per share (the “Class X Common Stock”) and Class Y common stock of the Issuer, par value $0.0001 per share (the “Class Y Common Stock” and together with Class A Common Stock and the Class X Common Stock, the “Common Stock”), executed and delivered to the Issuer a written consent (the “Written Consent”) approving and adopting the Merger Agreement and the transactions contemplated thereby, including the Mergers. As a result of the execution and delivery of the Written Consent, the holders of at least a majority of the outstanding shares of Common Stock with the right to vote thereon have adopted and approved the Merger Agreement. The delivery of the written consent constituted the necessary approvals of stockholders for the approval of the transactions contemplated thereby, subject to the other conditions set forth in the Merger Agreement.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated by reference as Exhibit 99.1 to this Amendment No. 6 and is hereby incorporated into this Item 4 by reference.

Rollover Agreement

Concurrently upon entry into the Merger Agreement, on April 2, 2024, the Parent Entities, each of Mr. Emanuel and Mr. Whitesell and each of their respective personal revocable trusts, and the Executive Holdcos entered into rollover agreements (the “Rollover Agreements”), pursuant to which Mr. Emanuel and Mr. Whitesell have committed to have a substantial portion of their respective equity interests and profits interests in OpCo (the “Rollover Units”) and their respective equity interests in the Issuer (the “Rollover Shares” and, together with the Rollover Units, the “Rollover Interests”) remain as equity interests or profits interests, as applicable, in OpCo or the Issuer, respectively, and not receive cash consideration (including the merger consideration) under the Merger Agreement in respect of such equity interests. The obligations of the Parent Entities, Mr. Emanuel and Mr. Whitesell to consummate the transactions contemplated by the Rollover Agreements are subject to the satisfaction or waiver of all of the conditions to the consummation of the transactions set forth in the Merger Agreement:

The foregoing description of the Rollover Agreements does not purport to be complete and is qualified in its entirety by reference to the Rollover Agreements, which are filed herewith as Exhibit 10.1 and Exhibit 10.2 to this Amendment No. 6 and are hereby incorporated into this Item 4 by reference.

Ariel Emanuel Letter Agreement

Concurrently upon entry into the Merger Agreement, on April 2, 2024, the Issuer, OpCo, William Morris Endeavor Entertainment, LLC (“WME”), the Parent Entities and Mr. Emanuel entered into a letter agreement governing certain terms in connection with the transactions contemplated by the Merger Agreement (the “AE Letter Agreement”), which provides for, among other things, the following.

The foregoing description of the AE Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the AE Letter Agreement, which is incorporated by reference as Exhibit 10.3 to this Amendment No. 6 and is hereby incorporated into this Item 4 by reference.

Patrick Whitesell Letter Agreement

Concurrently upon entry into the Merger Agreement, on April 2, 2024, the Issuer, OpCo, WME, the Parent Entities and Mr. Whitesell entered into a letter agreement governing certain terms in connection with the transactions contemplated by the Merger Agreement (the “PW Letter Agreement”), which provides for, among other things, the following.

The foregoing description of the PW Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the PW Letter Agreement, which is incorporated by reference as Exhibit 10.4 to this Amendment No. 6 and is hereby incorporated into this Item 4 by reference.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) – (b)

The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Class A Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 300,310,961 shares of Class A Common Stock outstanding as of January 31, 2024 as reported in the Issuer’s Annual Report on Form 10-k for the year ended December 31, 2023 filed with the SEC on February 28, 2024:

Mr. Emanuel is the record holder of 23,810 shares of Class A Common Stock, 5,959,889 Profits Units and 4,193,328 Endeavor Operating Company Units. Mr. Emanuel’s personal revocable trust, for which he is acting as sole trustee and is sole lifetime beneficiary, is the record holder of 1,807,437 shares of Class A Common Stock. Mr. Whitesell’s personal revocable trust, for which he is acting as sole trustee and is sole lifetime beneficiary, is the record holder of 72,797 shares of Class A Common Stock, 5,959,889 Profits Units and 2,968,279 Endeavor Operating Company Units. Endeavor Executive Holdco, LLC is the record holder of 21,527,829 Endeavor Operating Company Units. Endeavor Executive PIU Holdco, LLC is the record holder of 3,620,980 Endeavor Operating Company Units and 512,708 Profits Units. Endeavor Executive II Holdco, LLC is the record holder of 2,760,793 Profits Units.

The Executive Holdcos are managed by an executive committee composed of Messrs. Emanuel and Whitesell. As a result, each of Messrs. Emanuel and Whitesell may be deemed to share beneficial ownership of the securities held directly by the Executive Holdcos, but each disclaims any such beneficial ownership.

In addition, by virtue of the agreements made pursuant to the Stockholders Agreement, the Reporting Persons and the Silver Lake Equityholders may be deemed to constitute a group for purposes of Rule 13d-3 under the Exchange Act. The Reporting Persons expressly disclaim any beneficial ownership of shares of Class A Common Stock beneficially owned by the Silver Lake Equityholders and such shares are not the subject of this Schedule 13D.

The information set forth in Item 4 above is hereby incorporated herein by reference.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 2, 2024