Form 8-K - Current report

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 13, 2024

Endeavor Group Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-40373

83-3340169

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

9601 Wilshire Boulevard, 3rd Floor

Beverly Hills, California

90210

(Address of principal executive offices)

(Zip Code)

(310) 285-9000

(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

EDR

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.

On September 13, 2024, January Capital HoldCo, LLC (“Borrower”), a wholly owned subsidiary of Endeavor Group Holdings, Inc., entered into a Margin Loan Agreement (the “Margin Loan Agreement”), by and between the lenders party thereto and the Administrative Agent and Calculation Agent named therein.

Under the Margin Loan Agreement, the Borrower may borrow up to $175.0 million, which was fully drawn on September 13, 2024. The facility will mature on September 13, 2029. As security for the Margin Loan Agreement, the Borrower has granted a first-priority lien to the lenders, pro rata to the amount of their commitments, on 6.1 million 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. (collectively, the “Pledged Securities”).

If the Borrower defaults on its obligations under the Margin Loan Agreement, then the lenders can declare all amounts outstanding under the Margin Loan Agreement, with accrued interest, to be immediately due and payable, and if the Borrower is unable to pay such amounts, the lenders may foreclose on the Pledged Securities and any other collateral that then secures borrowings under the Margin Loan Agreement.

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: September 13, 2024

Document and Entity Information	Sep. 13, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001766363
Document Type	8-K
Document Period End Date	Sep. 13, 2024
Entity Registrant Name	Endeavor Group Holdings, Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-40373
Entity Tax Identification Number	83-3340169
Entity Address, Address Line One	9601 Wilshire Boulevard
Entity Address, Address Line Two	3rd Floor
Entity Address, City or Town	Beverly Hills
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90210
City Area Code	(310)
Local Phone Number	285-9000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Class A Common Stock, $0.00001 par value per share
Trading Symbol	EDR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false