Filing Details
- Accession Number:
- 0000950170-25-031225
- Form Type:
- 13D Filing
- Publication Date:
- 2025-03-02 19:00:00
- Filed By:
- Silver Lake West HoldCo, L.P.
- Company:
- Endeavor Group Holdings Inc.
- Filing Date:
- 2025-03-03
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Silver Lake West HoldCo, L.P. | 0 | 82,633,568 | 0 | 82,633,568 | 82,633,568 | 20.3% |
| Silver Lake West HoldCo II, L.P. | 0 | 91,480,988 | 0 | 91,480,988 | 91,480,988 | 28.1% |
| Silver Lake West VoteCo, L.L.C. | 0 | 174,114,556 | 0 | 174,114,556 | 174,114,556 | 42.7% |
| Egon Durban | 0 | 174,114,556 | 0 | 174,114,556 | 174,114,556 | 42.7% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
|
Endeavor Group Holdings, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.00001 per share (Title of Class of Securities) |
29260Y109 (CUSIP Number) |
Karen M. King, Esq. Silver Lake, 2775 Sand Hill Road, Suite 100 Menlo Park, CA, 94025 650-233-8120 Elizabeth Cooper, Esq. Simpson Thacher & Bartlett LLP, 425 Lexington Avenue New York, NY, 10017 212-455-2000 Christopher May, Esq. Simpson Thacher & Bartlett LLP, 425 Lexington Avenue New York, NY, 10017 212-455-2000 Mark Myott, Esq. Simpson Thacher & Bartlett LLP, 2475 Hanover Street Palo Alto, CA, 94304 650-251-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/03/2025 (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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
|
| CUSIP No. | 29260Y109 |
| 1 |
Name of reporting person
Silver Lake West HoldCo, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
82,633,568.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 29260Y109 |
| 1 |
Name of reporting person
Silver Lake West HoldCo II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
91,480,988.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
28.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 29260Y109 |
| 1 |
Name of reporting person
Silver Lake West VoteCo, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
174,114,556.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
42.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 29260Y109 |
| 1 |
Name of reporting person
Egon Durban | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
174,114,556.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
42.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.00001 per share | |
| (b) | Name of Issuer:
Endeavor Group Holdings, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
9601 Wilshire Boulevard, 3rd Floor, Beverly Hills,
CALIFORNIA
, 90210. | |
Item 1 Comment:
This Amendment No. 5 (the "Amendment") is being filed by Silver Lake West HoldCo, L.P. ("West HoldCo"), Silver Lake West HoldCo II, L.P. ("West HoldCo II" and together with West HoldCo, the "HoldCos"), Silver Lake West VoteCo, L.L.C. and Egon Durban (collectively, the "Reporting Persons") and amends the statement on Schedule 13D originally filed by certain affiliates of the Reporting Persons on May 13, 2021 (the "Original Schedule 13D"), as amended by Amendment No. 1 to Schedule 13D filed on July 26, 2021, as amended by Amendment No. 2 to Schedule 13D filed on October 26, 2023, as amended by Amendment No. 3 to Schedule 13D filed on April 2, 2024, as amended by Amendment No. 4 to Schedule 13D filed on October 25, 2024 (as amended, the "Schedule 13D") relating to the 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").
The Items below amend the information disclosed under the corresponding Items of the Schedule 13D as described below. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On March 3, 2025, Silver Lake issued a press release relating to its previously disclosed, upcoming acquisition of the Issuer.
The press release is attached hereto as Exhibit U and incorporated herein by reference.
| ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(a) - (c) of the Schedule 13D are hereby amended and restated as follows:
The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3 and 6 is incorporated by reference in its entirety into this Item 5. | |
| (b) | The Reporting Persons may be deemed to beneficially own an aggregate of 174,114,556 shares of the Issuer's Class A Common Stock, or 42.7% of the Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), based on shares of Class A Common Stock held and Endeavor Operating Company Units which are exchangeable (along with an equal number of shares of Class X Common Stock) for either cash (at the Issuer's election, subject to certain conditions) or shares of Class A Common Stock on a one-for-one basis, subject to adjustment.
The holders of Class A Common Stock, Class X Common Stock and Class Y Common Stock will vote together as a single class on all matters submitted to stockholders for their vote or approval, except as required by applicable law. Holders of Class A Common Stock and Class X Common Stock are entitled to one vote per share on all matters submitted to stockholders for their vote or approval. Holders of Class Y Common Stock are entitled to 20 votes per share on all matters submitted to stockholders for their vote or approval.
The shares of Class A Common Stock, shares of Class X Common Stock and shares of Class Y Common Stock owned by the Reporting Persons represent approximately 74.4% of the total voting power of Issuer's common stock outstanding. Calculations of beneficial ownership and voting power described herein are based on 325,544,007 shares of Class A Common Stock, 144,878,961 shares of Class X Common Stock and 215,927,779 shares of Class Y Common Stock of the Issuer outstanding as of January 31, 2025, as set forth in the Issuer's Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the "SEC") on February 27, 2025.
Interests in the Issuer and Endeavor Operating Company are held through West HoldCo (holding (i) 495,494 shares of Class A Common Stock and (ii) 82,138,074 Endeavor Operating Company Units and an equal number of paired shares of Class X Common Stock and an equal number of shares of Class Y Common Stock) and West HoldCo II (holding 91,480,988 shares of Class A Common Stock and 87,254,147 shares of Class Y Common Stock). Egon Durban, a Co-CEO and Managing Partner of Silver Lake Group, L.L.C. and a director of the Issuer, is the managing member of Silver Lake West VoteCo, L.L.C., which is the general partner of the HoldCos.
The HoldCos, Ariel Emanuel, the Chief Executive Officer of the Issuer, Patrick Whitesell, the Executive Chairman of the Issuer, and certain entities they control, including Executive Holdco (collectively, the "Executive Parties") and certain other equityholders of the Issuer are parties to a Stockholder Agreement (the "Stockholder Agreement"), which contains, among other things, certain provisions relating to transfer of, and coordination of the voting of, securities of the Issuer by the parties thereto.
By virtue of the Stockholder Agreement and the obligations and rights thereunder and certain other arrangements with such persons, the Reporting Persons acknowledge and agree that they are acting as a "group" with the Executive Parties within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
The Reporting Persons expressly disclaim beneficial ownership over any shares of Class A Common Stock that they may be deemed to beneficially own solely by reason of the Stockholder Agreement. Certain entities affiliated with the Executive Parties separately file Schedule 13D filings reporting their beneficial ownership of shares of Class A Common Stock.
As a result of the execution and delivery of the Preferred Equity Commitment Letter by Thirty Fifth Investment Company L.L.C., an affiliate of Mubadala Investment Company PJSC ("Mubadala"), on April 2, 2024, the HoldCos may be deemed to have formed a "group" within the meaning of Section 13(d) of the Exchange Act with Mubadala in connection with Thirty Fifth Investment Company L.L.C.'s commitment to contribute amounts to the Parent Entities or the Merger Subs pursuant to the Preferred Equity Commitment Letter. Mubadala has separately made a Schedule 13D filing on April 2, 2024 reporting their beneficial ownership of shares of Class A Common Stock. The beneficial ownership of the Reporting Persons does not include any shares of Class A Common Stock which may be beneficially owned by Mubadala and each of the Reporting Persons disclaims beneficial ownership over any such shares.
As a result of the execution and delivery of a Rollover Agreement by Mark Shapiro, HoldCos may be deemed to have formed a "group" within the meaning of Section 13(d) of the Exchange Act with Mark Shapiro in connection with his Rollover Interests pursuant to such Rollover Agreement. Based on information provided by Mark Shapiro to the Reporting Persons, as of the date hereof, Mark Shapiro beneficially owns 198,167 shares of Class A Common Stock, representing approximately 0.06% of the outstanding shares of Class A Common Stock. | |
| (c) | None of the Reporting Persons has effected any transaction in Class A Common Stock in the past 60 days. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
Item 6 of the Schedule 13D is hereby amended and supplemented to incorporate by reference the information set forth in Item 4 of this Amendment.
| ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
Exhibit No. Description
U Press Release dated March 3, 2025*
* filed herewith | ||
| SIGNATURE | |
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.
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