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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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TKO Group Holdings, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.00001 per share (Title of Class of Securities) |
87256C101 (CUSIP Number) |
Robert Hilton c/o TKO Group Holdings, Inc., 200 Fifth Ave, 7th Floor New York, NY, 10010 (646) 558-8333 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/27/2025 (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
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| CUSIP No. | 87256C101 |
| 1 |
Name of reporting person
Ariel Emanuel | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
120,629,261.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
61.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| 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:
TKO Group Holdings, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
200 Fifth Ave, 7th Floor, New York,
NEW YORK
, 10010. | |
Item 1 Comment:
This Amendment No. 4 to Schedule 13D amends and supplements the statement on Schedule 13D originally filed with the United States Securities and Exchange Commission on November 24, 2023 (as amended, the "Schedule 13D"), related to the shares of Class A Common Stock, par value $0.00001 per share (the "Class A Common Stock"), of TKO Group Holdings, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
On February 28, 2025 (the "Asset Sale Closing Date"), pursuant to the Asset Sale Transaction Agreement (as defined below), Endeavor Operating Company, LLC ("EOC") and IMG Worldwide, LLC ("IMG Worldwide" and, together with EOC, the "EDR Parties") contributed, assigned and transferred to TKO Operating Company, LLC ("TKO OpCo") the Professional Bull Riders, On Location and IMG businesses (the "Transferred Businesses") in exchange for 26,541,724 units of TKO OpCo ("TKO OpCo Units"), having an aggregate value of $3.25 billion (based on the volume-weighted average sales price of Class A Common Stock for the twenty five trading days ending on October 23, 2024), reflecting an adjustment pursuant to the terms of the Asset Sale Transaction Agreement, and subscribed for an equivalent number of corresponding shares of Class B Common Stock. | ||
| Item 4. | Purpose of Transaction | |
The information set forth in Items 3 and 6 of this Schedule 13D is hereby incorporated by reference into this Item 4. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information set forth on the cover pages of this Schedule 13D are hereby incorporated by reference into this Item 5. | |
| (b) | January Capital HoldCo, LLC ("January HoldCo") is the record holder of 83,074,858 TKO OpCo Units, January Capital Sub, LLC ("January Sub") is the record holder of 6,542,033 TKO OpCo Units, EOC is the record holder of 2,155,188 TKO OpCo Units and IMG Worldwide is the record holder of 24,386,536 TKO OpCo Units. Subject to the terms of the operating agreement of TKO OpCo, the TKO OpCo Units may be redeemed for shares of Class A Common Stock on a one-for-one basis. In addition, EOC is the record holder of 2,579,437 shares of Class A Common Stock and WME IMG, LLC ("WME IMG") is the record holder of 1,825,030 shares of Class A Common Stock.
Endeavor is the managing member of Endeavor Manager, LLC, which in turn is the managing member of EOC. EOC is the sole member of January HoldCo and January Sub (EOC, January HoldCo and January Sub, collectively, the "EDR Subscribers"). IMG Worldwide is an indirect subsidiary of WME IMG, which is an indirect subsidiary of Endeavor. As a result, Endeavor may be deemed to beneficially own the securities held of record by the EDR Subscribers, WME IMG or IMG Worldwide. The Reporting Person is a member of the governing body of Endeavor and as a result may be deemed to share beneficial ownership of the securities beneficially owned by Endeavor
In addition, the Reporting Person is the record holder of 66,179 shares of Class A Common Stock.
The ownership information presented herein represents beneficial ownership of Class A Common Stock as of February 28, 2025, based upon 81,553,818 shares of Class A Common Stock outstanding as of January 31, 2025. | |
| (c) | Other than as described in this Amendment No.4, the Reporting Person has not effected any transactions with respect to the Class A Common Stock since Amendment No. 3. | |
| (d) | None. | |
| (e) | Not applicable. | |
| 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:
On February 27, 2025, the EDR Parties entered into the First Amendment (the "Asset Sale Transaction Agreement Amendment") to the Transaction Agreement (as amended, the "Asset Sale Transaction Agreement"), dated as of October 23, 2024, by and among the EDR Parties, Trans World International, LLC, the Issuer and TKO OpCo (together with the Issuer, the "TKO Parties").
The Asset Sale Transaction Agreement Amendment provides for (a) the acceleration of the Inside Date (as defined therein) to February 28, 2025, (b) the removal of the requirement that the Inside Date be automatically extended to April 1, 2025 if either (i) the EDR Parties fail to represent to the TKO Parties that the EDR Parties reasonably and in good faith expect to deliver to the TKO Parties the 2025 Financials (as defined therein) on or prior to February 28, 2025, or (ii) the Closing (as defined therein) does not occur on or prior to March 3, 2025 and (c) certain changes with respect to the timing of employee transfers.
On the Asset Sale Closing Date, the TKO Parties completed the acquisition of the Transferred Businesses, pursuant to the Asset Sale Transaction Agreement At the effective time, the EDR Parties contributed, assigned and transferred to TKO OpCo the Transferred Businesses, in exchange for 26,541,724 TKO OpCo Units, and subscribed for an equivalent number of corresponding shares of Class B Common Stock. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 5: Transaction Agreement, dated October 23, 2024, by and among Endeavor Operating Company, LLC, TKO Operating Company, LLC, TKO Group Holdings, Inc., IMG Worldwide, LLC, and Trans World International, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on October 24, 2024).
Exhibit 6: First Amendment to Transaction Agreement, dated February 27, 2025, by and among Endeavor Operating Company, LLC, TKO Operating Company, LLC, TKO Group Holdings, Inc., IMG Worldwide, LLC, and Trans World International, LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer on February 28, 2025). | ||
| 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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