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) | (Commission File Number) | (IRS Employer Identification No.) |
| 200 Fifth Avenue, 7th Floor | ||
| New York, New York | 10010 | |
| (Address of principal executive offices) | (Zip Code) |
(646) 558-8333
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Class A Common Stock, $0.00001 par value per share | TKO | New York Stock Exchange |
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).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01. | Other Events. |
As disclosed by Endeavor Group Holdings, Inc. (“Endeavor”) on a Current Report on Form 8-K filed on December 16, 2024, a controlled subsidiary of Endeavor (the “Endeavor Borrower”) is party to a Margin Loan Agreement dated as of September 13, 2024 (the “Endeavor Margin Loan Agreement”), by and between the Endeavor Borrower, the lenders party thereto and the Administrative Agent and Calculation Agent named therein. The Endeavor Margin Loan Agreement was amended on December 16, 2024 (the “Amendment”), increasing the facility size thereunder to $2.25 billion, of which $500.0 million will be drawn in connection with the Amendment. As security for the Endeavor Margin Loan Agreement, as amended by the Amendment, the Endeavor Borrower has granted a first-priority lien to the lenders, pro rata to the amount of their commitments, on 83,074,858 common units of TKO Operating Company, LLC and a corresponding number of shares of Class B common stock, par value $0.00001 per share, of TKO Group Holdings, Inc. (“TKO”) (collectively, the “Pledged Securities”). The Pledged Securities represent approximately 48.6% of outstanding equity interests in TKO. For the avoidance of doubt, the Endeavor Margin Loan Agreement, as amended, is a loan facility of Endeavor, which is secured by certain of Endeavor’s equity interests in TKO and does not constitute indebtedness at TKO.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. TKO intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding future borrowings under the Endeavor Margin Loan Agreement, as amended. The words “believe,” “may,” “will,” “estimate,” “potential,” “continue,” “anticipate,” “intend,” “expect,” “could,” “contemplates,” “would,” “project,” “plan,” “target,” and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. Any such forward-looking statement represents management’s expectations as of the date of this filing. These statements are neither promises nor guarantees and involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from what is expressed or implied by the forward-looking statements, including but not limited to the important factors discussed in Part I, Item 1A “Risk Factors” in TKO’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as any such factors may be updated from time to time in TKO’s other filings with the Securities and Exchange Commission, including but not limited to TKO’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024. Forward-looking statements speak only as of the date they are made and, except as may be required under applicable law, TKO undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
SIGNATURES
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.
| TKO GROUP HOLDINGS, INC. | ||
| By: | /s/ Andrew Schleimer | |
| Name: | Andrew Schleimer | |
| Title: | Chief Financial Officer | |
Date: December 16, 2024
