ENDEAVOR GROUP HOLDINGS, INC. : FD Settlement Disclosure, Other Events, Financial Statements and Exhibits (Form 8-K)

Section 7.01 Disclosure of FD Rules.

On August 9, 2022, Endeavor Group Holdings, Inc.a Delaware corporation (the “Company” or “Endeavour”), issued a press release announcing the Transaction (as defined below), a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. DBH (as defined below), a subsidiary of Endeavour, is an organization dedicated to supporting, promoting and improving the sport of baseball through professional management, best practices, innovation and to investment.

The information contained in item 7.01 of this current report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the ” Exchange Act”), or otherwise subject to the responsibilities of this section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly provided by specific reference in such filing.

Section 8.01 Other Events.

On August 9, 2022, IMG Worldwide, LLCa Delaware limited liability company and subsidiary of the Company (the “Seller”), and Diamond Baseball Parent, LLCa
Delaware limited liability company and subsidiary of the Company (“DBH”), has entered into an agreement for the purchase of units (the “Purchase Agreement”), by and between the seller, DBH and SL Ace Buyer, LPa Delaware Limited Partnership, Buyer SL Ace II, LPa Delaware limited partnership, and Buyer SL Ace III, LPa
Delaware limited partnership (these SL Ace Buyer entities, collectively, the “Buyers”). Pursuant to the purchase agreement, the buyers have agreed to acquire from the seller ten MLB Professional Development League (“MLB PDL”) clubs, including the Hudson Valley Renegades, Iowa Cubs, Memphis Redbirds, San Jose Giants, Scranton/Wilkes-Barre RailRiders, Augusta GreenJackets, Gwinnett Stripers, Mississippi Braves, Rome Braves and Oklahoma City Dodgers for purchase overall price approx. $280 million in cash, subject to certain adjustments during the interim period (the “Transaction”). Buyers are affiliated with Silver Lakewhose affiliates are existing shareholders of the Company.

The transaction is expected to close in the fourth quarter of 2022, subject to satisfaction or waiver of certain customary conditions, including, among others, (i) receipt of applicable third-party approvals, (ii) absence of any legal order or requirement that prohibits, prohibits or otherwise restricts the completion of the Transaction, and (iii) customary terms regarding the accuracy of representations and warranties and the material performance by the parties of their respective obligations under the Agreement of purchase.

The Purchase Agreement includes customary termination provisions for Seller and Buyers, whereby the parties may terminate (i) by mutual written consent, (ii) following a permanent legal prohibition on completing the Transaction, (iii) if the closing of the Transaction has not occurred before the closing date stipulated in the Purchase Agreement, (iv) following a breach by the other party of its representations and warranties or covenants contained in the Purchase Agreement that would result in breach of a condition to closing of the Transaction, subject to remedy rights, and (v) as a result of failure to obtain MLB PDL’s approval for the completion of the Operation.

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. Statements that do not relate to historical facts should be considered forward-looking statements, including the anticipated closing of the Operation and its timing. In some cases, you can identify forward-looking statements by words such as “aim”, “anticipate”, “believe”, “could”, “expect”, “should”, “plan”, “have the intention to”, “estimate”, “target”, “mission”, “will”, “potential” or, in each case, the negative thereof, or other variations or comparable terminology and expressions. These forward-looking statements are based on management’s current expectations. These statements are not promises or guarantees and involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to differ materially from what is expressed or implied by forward-looking statements, including, but not limited to: Endeavor faces uncertainties regarding the completion of the Transaction, including that certain conditions to the completion of the Transaction will not be satisfied; Endeavor may experience difficulties in realizing the expected benefits of the Transaction; the transaction may result in the diversion of Endeavor’s management time and attention

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matters relating to the Transaction; and Endeavor may incur significant transaction costs in connection with the Transaction. In addition, a number of important factors could cause Endeavor’s actual future results and other future circumstances to differ materially from those expressed in the forward-looking statements, including, but not limited to: the impact the global COVID-19 pandemic on Endeavor’s business, financial condition, liquidity and results of operations; changes in public and consumer tastes and preferences and industry trends; Endeavor’s ability to adapt to or manage new content distribution platforms or changes in consumer behavior; Endeavor’s dependence on the relationships of its management, agents and other key personnel with customers; Endeavor’s dependence on key relationships with television and cable networks, satellite providers, digital broadcast partners, corporate sponsors and other distribution partners; risks related to the organization and structure of Endeavour; and other important factors discussed in Part I, Item 1A “Risk Factors” of Endeavor’s Annual Report on Form 10-K for the year ended December 31, 2021as these factors may be updated from time to time in its other filings with the Security and Exchange Commission (the “SEC”), accessible on the DRY
website at www.sec.gov and Endeavor’s investor relations site at investor.endeavorco.com. Forward-looking statements speak only as of the date they are made and, except as required by applicable law, Endeavor undertakes no obligation to update or revise any forward-looking statements, whether as a result new information, future events or otherwise. .

Item 9.01 Financial statements and supporting documents.


(d) Exhibits

Exhibit
  No.       Description

99.1          Press Release, dated August 9, 2022

104         Cover Page Interactive Data File (embedded within the Inline XBRL document)

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