Mark Shapiro, President and Chief Operating Officer of Endeavor, said: “Endeavor’s assets and capabilities across entertainment, sports, fashion, and music are unparalleled. This transaction further enhances our ability to deliver category-defining deals and iconic events and experiences for clients, partners, and fans around the world. Egon, Stephen, and the broader Silver Lake team have been and will continue to be phenomenal partners in Endeavor’s journey, and we look forward to the road ahead.”
Stephen Evans, Managing Director of Silver Lake and a Director of Endeavor, said: “The team at Silver Lake is proud of our longstanding partnership with Endeavor, marked by more than $3.5 billion of direct investment across six distinct transactions over 12 years. We are excited about what we can achieve together in this next phase, spearheaded by Endeavor’s visionary expertise across talent representation and content and ownership of truly special, marquee assets in sports.”
The transaction builds on multiple investments Silver Lake has made in Endeavor starting with Silver Lake’s initial investment in William Morris Endeavor in 2012 and continuing through Endeavor’s subsequent acquisition of IMG in 2014 and initial public offering in 2021. Silver Lake also supported Endeavor’s acquisition of UFC in 2016 and the merger of UFC and WWE, creating premium sports and entertainment company TKO Group Holdings, Inc. (NYSE: TKO) (“TKO”) in 2023.
TKO is not party to this transaction and will remain a publicly traded company that will continue to benefit from its connectivity to Endeavor’s expertise, relationships, and significant capabilities.
TRANSACTION DETAILS
The premium value delivered by the transaction to Endeavor stockholders is substantially higher than the median premium in the low-to-mid-30% range paid in private equity sponsor take-privates larger than $10 billion in enterprise value over the last five years in the technology, media, entertainment, and telecommunications sector.
The consummation of the transaction is not subject to any financing condition. The transaction will be financed through a combination of new and reinvested equity from Silver Lake and additional capital anchored by Mubadala Investment Company, DFO Management, LLC, Lexington Partners, and funds managed by Goldman Sachs Asset Management; equity rolled over by members of the Endeavor management team including Emanuel, Whitesell, and Shapiro; and new debt financing fully committed by Goldman Sachs, USA, JP Morgan, N.A., Morgan Stanley Senior Funding, Inc., Bank of America, N.A., Barclays PLC, Deutsche Bank AG New York, and Royal Bank Canada.
Consistent with Endeavor’s announcement on October 25, 2023 of the initiation of a formal review to evaluate strategic alternatives, and Silver Lake’s public response that it was working toward a proposal to take Endeavor private, Endeavor proceeded to form a Special Committee of independent directors to review and consider any proposal that might materialize in connection with the strategic review.
The Special Committee reviewed, negotiated, unanimously approved, and recommended approval by Endeavor’s Executive Committee of the proposed transaction. Following formal approval by Endeavor’s Executive Committee, the definitive agreement was signed, and the transaction was approved by the written consent of stockholders representing a majority of the outstanding voting interests of the Company.