DEBT | 8. DEBT The following is a summary of the Company’s outstanding debt (in thousands): As of September 30, December 31, 2023 2022 First Lien Term Loan (due April 2026 ) $ 2,736,517 $ 2,759,767 Secured Commercial Loans 32,267 33,467 WWE 3.375 % Convertible Notes (due December 2023 ) 4,213 — Total principal 2,772,997 2,793,234 Unamortized discount ( 9,239 ) ( 11,791 ) Unamortized debt issuance cost ( 17,645 ) ( 22,445 ) Total debt 2,746,113 2,758,998 Less: Current portion of long-term debt ( 26,650 ) ( 22,683 ) Total Long-term debt $ 2,719,463 $ 2,736,315 First Lien Term Loan (due April 2026) As of September 30, 2023 and December 31, 2022, the Company had $ 2.7 billion and $ 2.8 billion, respectively, outstanding under a credit agreement dated August 18, 2016 (as amended and/or restated, the “Credit Agreement”), by and among Zuffa Guarantor, LLC, UFC Holdings, LLC, as borrower, the lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent, which was entered into in connection with the acquisition of Zuffa by EGH in 2016. The facilities under the Credit Agreement consist of (i) a first lien secured term loan (the “First Lien Term Loan”) and (ii) a secured revolving credit facility in an aggregate principal amount of $ 205.0 million, letters of credit in an aggregate face amount not in excess of $ 40.0 million and swingline loans in an aggregate principal amount not in excess of $ 15.0 million (collectively, the “Revolving Credit Facility,” and, together with the First Lien Term Loan, the “Credit Facilities”). The Credit Facilities are secured by liens on substantially all of the assets of Zuffa Guarantor, LLC, UFC Holdings, LLC and certain subsidiaries thereof. In April 2023, the Company amended the terms of the Revolving Credit Facility to extend the maturity by six months to October 29, 2024 and replace the adjusted LIBOR reference rate with Term Secured Overnight Financing Rate (“SOFR”). In June 2023, the Company amended the terms of the First Lien Term Loan to replace the adjusted LIBOR reference rate with SOFR and provide for a credit spread adjustment (as defined in the Credit Agreement). The financial debt covenant of the Credit Facilities did not apply as of September 30, 2023 and December 31, 2022, as the Company’s borrowings outstanding under the Revolving Credit Facility did not exceed thirty-five percent of its capacity as of such dates. The Company had $ 10.0 million and no outstanding letters of credit as of September 30, 2023 and December 31, 2022, respectively. The Credit Facilities restrict the ability of certain subsidiaries of the Company to make distributions and other payments to the Company. These restrictions include exceptions for, among other things, (1) amounts necessary to make tax payments, (2) a limited annual amount for employee equity repurchases, (3) distributions required to fund certain parent entities, (4) other specific allowable situations and (5) a general restricted payment basket as defined in the Credit Facilities. The estimated fair values of the Company’s First Lien Term Loan are based on quoted market values for the debt. As of September 30, 2023 and December 31, 2022, the face amount of the Company’s First Lien Term Loan approximates its fair value. Secured Commercial Loans As of September 30, 2023 and December 31, 2022, the Company had $ 32.3 million and $ 33.5 million, respectively, of secured loans outstanding, which were entered into in October 2018 in order to finance the purchase of a building and its adjacent land (the “Secured Commercial Loans”). The Secured Commercial Loans have identical terms except the $ 28.0 million Loan Agreement is secured by a deed of trust for the Company’s headquarters building and underlying land in Las Vegas and the $ 12.0 million Loan Agreement is secured by a deed of trust for the acquired building and its adjacent land, also located in Las Vegas. In May 2023, the Company executed an amendment of the Secured Commercial Loans to replace the LIBOR reference rate with SOFR. The Secured Commercial Loans contain a financial covenant that requires the Company to maintain a Debt Service Coverage Ratio of consolidated debt to Adjusted EBITDA as defined in the applicable loan agreements of no more than 1.15 -to-1 as measured on an annual basis. As of September 30, 2023 and December 31, 2022, the Company was in compliance with its financial debt covenant under the Secured Commercial Loans. 3.375% Convertible Notes (due December 2023) In connection with the business combination with WWE, the Company assumed the remaining obligations of the 3.375 % convertible senior notes issued by WWE in December 2016 and January 2017 (the “Convertible Notes”). The Convertible Notes are due December 15, 2023, unless repurchased by the Company or converted by holders. Interest is payable semi-annually in arrears on June 15 and December 15 of each year. As a result of the payment made on September 29, 2023 in the form of cash dividends on TKO Class A common stock, in an amount of $ 3.86 per share, for which the ex-dividend date was September 21, 2023, the applicable conversion rate of the Convertible Notes has been adjusted pursuant to the terms of the Indenture. Effective as of September 21, 2023, upon a conversion of the Convertible Notes, the Company will deliver shares of TKO Class A common stock at an adjusted conversion rate of approximately 41.6766 shares of TKO Class A common stock per $ 1,000 principal amount of the Convertible Notes, which corresponds to a conversion price of approximately $ 23.99 per share of TKO Class A common stock as of September 30, 2023. During the three months ended September 30, 2023, holders have converted less than $ 0.1 million aggregate principal amount of the outstanding Convertible Notes (the “Conversions”). In accordance with the terms of the Convertible Notes, the Company delivered 1,123 shares of TKO Class A common stock associated with the Conversions during the three months ended September 30, 2023. As of September 30, 2023, the remaining outstanding principal balance of the Convertible Notes was approximately $ 4.2 million. The Convertible Notes are reflected in current liabilities on the Company’s Consolidated Balance Sheet, as they mature on December 15, 2023 and are currently convertible at the option of the holders. In connection with the Transactions, as discussed in Note 3, Acquisition of WWE , the Convertible Notes were marked to fair value as of September 12, 2023. After September 12, 2023, the premium associated with the acquisition date fair value is included as a component of additional paid-in-capital on the Company’s Consolidated Balance Sheets. As of September 30, 2023, the fair value of the Company’s outstanding convertible debt was $ 16.8 million based on external pricing data, including quoted market prices of these instruments among other factors, and was classified as a Level 2 measurement within the fair value hierarchy. |