ACQUISITIONS AND DIVESTITURES | 4. ACQUISITIONS AND DIVESTITURES 2023 ACQUISITIONS World Wrestling Entertainment On September 12, 2023, the Company completed the transactions involving the business combination of World Wrestling Entertainment, Inc. ("WWE"), which is a media and entertainment company, and TKO Operating Company ("TKO OpCo"), which owns and operates the Ultimate Fighting Championship ("UFC") (the "Transactions"). As part of the Transactions, among other things, a new, publicly listed company, TKO Group Holdings, Inc. ("TKO"), was formed. Upon closing, Endeavor holds a controlling interest in TKO, which became a consolidated subsidiary of the Company. As a result of the Transactions, (A) EGH and/or its subsidiaries received (1) a 51.0 % controlling non-economic voting interest in TKO on a fully-diluted basis and (2) a 51.0 % economic interest on a fully-diluted basis in the operating subsidiary, TKO OpCo, which owns all of the assets of the UFC and WWE businesses after the closing of the Transactions, and (B) the stockholders of WWE received (1) a 49.0 % voting interest in TKO on a fully-diluted basis and (2) a 100 % economic interest in TKO, which in turn holds a 49.0 % economic interest in TKO OpCo on a fully-diluted basis. WWE is an integrated media and entertainment company that has been involved in the sports entertainment business for four decades. WWE is principally engaged in the production and distribution of unique and creative content through various channels, including content rights agreements for its flagship programs, Raw and SmackDown , premium live event programming, monetization across social media outlets, live events, and licensing of various WWE themed products. The purchase price was $ 8.4 billion, which consisted of 83,161,123 shares of TKO Class A common stock valued at $ 8.0 billion, cash consideration of $ 321.0 million and replacement awards valued at $ 49.3 million. The cash consideration was paid after closing in September in the form of a dividend. The replacement awards consisted of the WWE restricted stock units and performance stock units outstanding immediately prior to the closing of the Transactions that converted into awards of TKO restricted stock units and performance stock units, respectively, on the same terms and conditions as were applicable immediately prior to the closing of the Transactions. The portion of the fair-value-based measure of the replacement awards that was attributable to pre-combination vesting was purchase consideration. The Company incurred $ 87.5 million in transaction related costs, including transaction bonuses, in connection with this acquisition. The costs were expensed as incurred and included in selling, general and administrative expenses in the consolidated statement of operations. The goodwill for the WWE business combination was assigned to the Owned Sports Properties segment. The goodwill is not deductible for tax purposes. The weighted average life of finite-lived intangible assets acquired as part of the WWE business combination is 20.2 years. The results of WWE have been included in the consolidated financial statements since the date of acquisition. For the nine months ended September 30, 2023, the consolidated revenue and net loss attributable to WWE and included in the consolidated statement of operations from the acquisition date were $ 51.5 million and $ 45.0 million, respectively. Preliminary Allocation of Purchase Price The acquisition was accounted for as a business combination and the preliminary fair values of the assets acquired and liabilities assumed in the business combination are as follows (in thousands): WWE Cash and cash equivalents $ 381,153 Accounts receivable 105,237 Assets held for sale 7,500 Other current assets 89,885 Property and equipment 392,077 Right of use assets 12,690 Investments 12,007 Other assets 263,288 Intangible assets: Trade Names 2,188,500 Customer Relationships 935,700 Internally developed technology 30,000 Other 98,300 Goodwill 5,041,414 Accounts payable and accrued expenses ( 123,858 ) Operating lease liability ( 12,696 ) Deferred revenue ( 54,190 ) Deferred tax liabilities ( 677,880 ) Debt ( 16,934 ) Other liabilities ( 240,132 ) Net assets acquired $ 8,432,061 The estimated fair values of assets acquired and liabilities assumed are preliminary and subject to change as we finalize purchase price allocations, which is expected within one year of the acquisition date. As of September 30, 2023, WWE had finance lease right of use assets of $ 236.3 million, finance lease short term liabilities of $ 6.4 million, and finance lease long term liabilities of $ 233.0 million recorded in other assets, other current liabilities, and other long-term liabilities in the consolidated balance sheet. Unaudited Pro Forma Financial Information The following unaudited pro forma financial information presents the Company’s financial results as if the WWE acquisition had occurred as of January 1, 2022 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Pro forma revenue $ 1,573,901 $ 1,519,888 $ 5,312,339 $ 4,965,213 Pro forma net (loss) income ( 22,568 ) ( 50,772 ) 650,193 132,456 The pro forma information includes the historical results of WWE prior to the Transactions and adjustments directly attributable to the business combination. Pro forma adjustments are primarily related to the nonrecurring transaction costs incurred in connection with the Transactions, incremental intangible asset amortization to be incurred based on the fair values and useful lives of each intangible asset, incremental compensation expense for two key executives, including salaries, bonuses and TKO equity awards granted, and incremental equity-based compensation related to the WWE replacement awards. Other 2023 Acquisitions During the nine months ended September 30, 2023, the Company completed ten other acquisitions for a total purchase price of $ 105.6 million, which included cash of $ 89.0 million, contingent consideration with a fair value of $ 8.2 million, deferred purchase price of $ 7.6 million, and the issuance of EGH Class A common stock valued at $ 0.8 million. The Company recorded $ 50.7 million of goodwill and $ 58.2 million of intangible assets, of which the weighted average useful life ranges from 3.0 to 10.8 years. The goodwill was assigned to the Events, Experiences & Rights, Representation and Sports Data & Technology segments and is partially deductible for tax purposes. 2023 DIVESTITURE In the second quarter of 2023, the Company closed the sale of its IMG Academy business ("Academy"), which was an academic and sports training institute and provided recruiting and admissions services to high school student athletes and college athletic departments and admissions officers. The Company received cash proceeds of $ 1.1 billion and divested $ 38.6 million of cash and restricted cash. The Company recorded a net gain of $ 737.0 million, inclusive of $ 5.5 million of transaction costs, which were contingent on the sale closing, in other (expense) income, net during the nine months ended September 30, 2023. The Academy was included in the Company's Events, Experiences & Rights segment prior to the sale. 2022 ACQUISITIONS Diamond Baseball Holdings, Madrid Open, Barrett-Jackson, and OpenBet In January 2022, the Company acquired four additional Professional Development League clubs (the "PDL Clubs"), which were being operated under the Diamond Baseball Holdings ("DBH") umbrella. DBH supported the PDL Clubs' commercial activities, content strategy and media rights. The combined aggregate purchase price for these four additional PDL Clubs was $ 64.2 million. In September 2022, the Company sold the PDL Clubs. In April 2022, the Company acquired the Mutua Madrid Open tennis tournament and additional assets ("Madrid Open"), including the Acciona Open de España golf tournament, from Super Slam Ltd and its affiliates . The Company paid $ 386.1 million for consideration and transfer fees at closing, an additional $ 31.8 million of consideration is payable within two years of closing, of which half was paid in the quarter ended June 30, 2023, and $ 0.6 million of contingent consideration is payable within three years of closing. In August 2022, the Company acquired 55 % of Barrett-Jackson Holdings, LLC ("Barrett-Jackson"), which is engaged in the business of collector car auctions and sales as well as other collector car related events and experiences, in exchange for consideration having an aggregate value of $ 256.9 million. The aggregate consideration consisted of $ 244.4 million of cash and 563,935 newly-issued shares of the Company's Class A common stock valued at $ 12.5 million. In September 2022, the Company acquired the OpenBet business ("OpenBet") of Light & Wonder, Inc. (formerly known as Scientific Games Corporation) ("Light & Wonder"). OpenBet consists of companies that provide products and services to sports betting operators for the purposes of sports wagering. The Company paid consideration to Light & Wonder of $ 843.8 million, consisting of $ 797.1 million of cash and 2,305,794 newly-issued shares of the Company's Class A common stock valued at $ 46.7 million. The Company incurred $ 31.6 million in transaction related costs in connection with these acquisitions. The costs were expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of operations. The goodwill for the PDL Clubs was assigned to the Owned Sports Properties segment and the goodwill for the Madrid Open, Barrett-Jackson, and OpenBet acquisitions was initially assigned to the Events, Experiences & Rights segment and OpenBet was reclassified to the Sports Data & Technology segment effective January 1, 2023. The goodwill is partially deductible for tax purposes. The weighted average life of finite-lived intangible assets acquired for these four PDL Clubs was 18.7 years and the intangibles acquired for Madrid Open are indefinite-lived. The intangibles acquired for Barrett-Jackson and OpenBet include both finite-lived intangibles, which have a weighted average life of 6.2 and 11.6 years, respectively, and indefinite-lived intangibles. Allocation of Purchase Price The acquisitions were accounted for as business combinations and the fair values of the assets acquired and liabilities assumed in the business combinations are as follows (in thousands): DBH Madrid Open Barrett-Jackson OpenBet Cash and cash equivalents $ — $ 18,659 $ 10,783 $ 49,795 Accounts receivable 89 2,123 1,706 50,170 Deferred costs — 1,124 — — Other current assets 491 470 1,386 12,237 Property and equipment 4,403 162 4,290 4,961 Right of use assets 7,270 — 6,828 8,401 Investments — — — 1,100 Deferred Income taxes — — — 1,281 Other assets 103 381 — 5,971 Intangible assets: Trade Names — — 120,900 67,000 Customer relationships 1,960 — 12,300 134,000 Internally developed software — — 1,300 139,000 Owned Events — 407,070 — — Other 35,410 — — 14,300 Goodwill 25,585 14,419 331,150 470,029 Accounts payable and accrued expenses ( 93 ) ( 1,609 ) ( 7,009 ) ( 13,324 ) Other current liabilities ( 56 ) — — ( 13,085 ) Operating lease liability ( 9,470 ) — ( 4,458 ) ( 8,401 ) Deferred revenue ( 1,455 ) ( 20,780 ) ( 667 ) ( 3,756 ) Debt — — ( 11,439 ) — Other liabilities — ( 3,508 ) — ( 75,892 ) Redeemable non-controlling interests — — ( 210,150 ) — Net assets acquired $ 64,237 $ 418,511 $ 256,920 $ 843,787 Other 2022 Acquisitions In May 2022, the Company completed an acquisition for a total purchase price of $ 15.6 million in return for a 73.5 % controlling interest. The Company paid $ 4.6 million in cash and issued 396,917 shares of EGH Class A common stock valued at $ 11.0 million. In September 2022, the Company completed another acquisition for a total purchase price of $ 3.9 million including contingent consideration with a fair value of $ 0.9 million. The Company recorded $ 13.8 million of goodwill and $ 4.2 million of intangible assets, of which the weighted average useful life ranges from 5 to 10 years. The goodwill for both acquisitions was assigned to the Events, Experiences & Rights segment and is partially deductible for tax purposes. 2022 DIVESTITURES Endeavor Content In February 2021, the Company signed a new franchise agreement and side letter (the "Franchise Agreements") directly with the Writer’s Guild of America East and the Writer’s Guild of America West (collectively, the "WGA"). These Franchise Agreements included terms that, among other things, prohibited the Company from (a) negotiating packaging deals after June 30, 2022 and (b) having more than a 20% non-controlling ownership or other financial interest in, or being owned or affiliated with any individual or entity that has more than a 20% non-controlling ownership or other financial interest in, any entity or individual engaged in the production or distribution of works written by WGA members under a WGA collective bargaining agreement. As a result, in the third quarter of 2021, the Company began marketing the restricted Endeavor Content business for sale. The sale of 80% of the restricted Endeavor Content business closed in January 2022. The Company received cash proceeds of $ 666.3 million and divested $ 16.6 million of cash and restricted cash on the date of sale. The retained 20% interest of the restricted Endeavor Content business is reflected as an equity method investment as of September 30, 2023 and December 31, 2022, and was valued at $ 196.3 million at the date of sale. The fair value of the retained 20% interest of the restricted Endeavor Content business was determined using the market approach. The key input assumption was the transaction price paid for the Company's 80% interest in the restricted Endeavor Content business. The Company recorded a net gain of $ 463.6 million, inclusive of a $ 121.1 million gain related to the remeasurement of the retained interest in the restricted Endeavor Content business to fair value and $ 15.0 million of transaction costs, in other (expense) income, net during the nine months ended September 30, 2022. The restricted Endeavor Content business was included in the Company’s Representation segment prior to the sale. Diamond Baseball Holdings In September 2022, the Company closed the sale of the ten PDL Clubs that operated under the DBH umbrella to Silver Lake, stockholders of the Company, for an aggregate purchase price of $ 280.1 million in cash. The Comp any recorded a net gain of $ 23.3 million in other (expense) income, net during the nine months ended September 30, 2022. The business was included in the Company's Owned Sports Properties segment. 2022 HELD FOR SALE In the third quarter of 2022, the Company began marketing a business for sale and due to the progression of the sale process, determined that it met all of the criteria to be classified as held for sale as of December 31, 2022. This business is included in the Company's Events, Experiences & Rights reporting segment. The assets and liabilities of this business held for sale were $ 12.0 million and $ 2.7 million, respectively, as of December 31, 2022, which were not material to the Company’s overall financial position. |