| Item 7.01 | Regulation FD Disclosure. |
On December 8, 2021, Endeavor Group Holdings, Inc., a Delaware corporation (the “Company” or “Endeavor”) issued a press release announcing the Transactions (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 Endeavor, is an organization dedicated to supporting, promoting, and enhancing the sport of baseball through professional management, best practices, innovation and investment. In connection with the Transactions, DBH plans to continue to strategically assess opportunities to acquire additional MLB PDL Clubs in the future.
The information contained under 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 liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act except as may be expressly set forth by specific reference in such filing.
On or around December 8, 2021, certain wholly-owned subsidiaries (the “Purchasers”) of Diamond Baseball Holdings, LLC, a Delaware limited liability company (“DBH”) and subsidiary of the Company entered into certain purchase agreements (the “Purchase Agreements”) with the owners of nine MLB Professional Development League (PDL) Clubs (collectively, the “Sellers”), including (i) the Hudson Valley Renegades, Iowa Cubs, Memphis Redbirds, San Jose Giants and Scranton/Wilkes-Barre Railriders and (ii) subject to the PDL approval process, the Augusta GreenJackets, Gwinnett Stripers, Mississippi Braves and Rome Braves (the “Clubs”) (collectively, the “Transactions”).
The Transactions are expected to close in the fourth quarter of 2021 and the first quarter of 2022, subject to the satisfaction or waiver of certain customary conditions, including, among others, (i) obtaining applicable regulatory and third party approvals, (ii) the absence of any order or legal requirement that enjoins, restrains or otherwise prevents the consummation of such Transaction, (iii) the absence of a Material Adverse Effect (as defined in the applicable Purchase Agreement) on the applicable Seller and Club and (iv) customary conditions regarding the accuracy of the representations and warranties and material compliance by the parties with their respective obligations under the Purchase Agreements.
The Purchase Agreements include customary termination provisions for both the Seller and Purchaser, whereby the parties may terminate (i) by mutual written consent, (ii) following a permanent legal prohibition on consummating such Transaction, (iii) if the closing of the Transaction has not occurred prior to the outside date set forth in the applicable Purchase Agreement and (iv) following a breach by the other party of its representations and warranties or covenants contained in the Purchase Agreement that would result in a failure of a condition to closing of such Transaction, subject to cure rights.
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 matters of historical fact should be considered forward-looking statements, including the Company’s expected closings of the Transactions and the timing thereof. In some cases, you can identify forward-looking statements by terms such as “aim,” “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate,” “target,” “mission,” “will,” “potential” or, in each case, their negative, or other variations or comparable terminology and expressions. These forward-looking statements are based on management’s current expectations. 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: Endeavor faces uncertainties regarding the consummation of the Transactions, including that certain conditions to the consummation of the Transactions will not be satisfied; Endeavor may experience difficulties integrating the businesses and in realizing the expected benefits of the Transactions; Endeavor may need to use resources that are needed in other parts of its business to do so; the businesses may have liabilities that are not known, probable or estimable at this time; the Transactions may result in the diversion of Endeavor’s management’s time and attention to issues relating to the Transactions and integration; Endeavor may not achieve expected synergies and operating efficiencies attributable to the Transactions within its expected time-frames or at all; Endeavor may incur significant transaction costs and integration costs in connection with the Transactions; Endeavor may face challenges protecting and preserving the acquired intellectual property rights; risks inherent to the businesses may result in additional strategic and operational risks to Endeavor, which may impact Endeavor’s risk profile and which Endeavor may not be able to mitigate effectively; and the businesses operates in a changing regulatory
