Silver Lake Technology Management, L.L.C. entered into a definitive agreement to acquire remaining 50.44% stake in Endeavor Group Holdings, Inc. (NYSE:EDR) from Emanuel, Whitesell, Shapiro and others for approximately $9.9 billion on April 2, 2024. Silver Lake will acquire Endeavor Group for $27.50 per share in cash, representing a 55% premium to the unaffected share price of $17.72 per share at market close on October 25, 2023, the last full trading day prior to Endeavor?s announcement of its review of strategic alternatives, and a 39% premium to Endeavor?s unaffected 30-day VWAP. Silver Lake believes that when consolidating all of TKO?s value into Endeavor, the combined total enterprise value of $25 billion will make this the largest private equity sponsor public-to-private investment transaction in over a decade, and the largest ever in the media and entertainment sector. On the unaffected date, the equity value was $8.2 billion, and the premium to be paid by Silver Lake represents $4.6 billion more equity value to all Endeavor stockholders. Upon completion of the transaction, Endeavor?s common stock will no longer be listed on any public market. Silver Lake and its affiliates, have committed to provide, on the terms and subject to the conditions set forth in the equity commitment letter, an aggregate equity commitment equal to $6.37694 billion to fund a portion of the payment of the aggregate Merger Consideration and other amounts required to be paid under the Merger Agreement (the ?Equity Financing?). Pursuant to the debt commitment letter, dated April 2, 2024 (the ?Debt Commitment Letter?), JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc., Bank of America, N.A., Goldman Sachs Bank USA, Barclays Bank PLC, Deutsche Bank Securities Inc. (?DBSI?), Deutsche Bank AG New York Branch (?DBNY? and together with DBSI, ?DB?) and Royal Bank of Canada (?RBC?) have committed to provide the Parent Entities or the Merger Subs, on the terms and subject to the conditions set forth in the debt commitment letter, certain debt financing equal to $8.5 billion to fund a portion of the payment of the aggregate Merger Consideration and other amounts required to be paid under the Merger Agreement (the ?Debt Financing?, and together with the Equity Financing, collectively, the ?Financing?). In addition, pursuant to the equity commitment letter, dated April 2, 2024, DFO Private Investments, L.P. and Thirty Fifth Investment Company L.L.C. have committed to provide the Silver Lake or the Merger Subs, on the terms and subject to the conditions set forth in the equity commitment letter, preferred equity financing equal to $500 million. If the Merger Agreement is terminated in certain circumstances, including in connection with the Endeavor?s entry into a Superior Proposal, OpCo would be required to pay the Silver Lake a termination fee of $288.5 million. If the Merger Agreement is terminated in certain circumstances, including a breach of Silver Lake obligations under the Merger Agreement, failure of the Specified Stockholders to provide the Written Consent, or Silver Lake failure to consummate the closing when required by the Merger Agreement, the Silver Lake would be required to pay Endeavor a termination fee of $705 million.

The transaction is subject to the satisfaction of customary closing conditions, required regulatory approvals, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the clearance or obtainment of the applicable approvals under certain specified antitrust laws and foreign investment laws, the absence of laws enjoining, restraining or otherwise prohibiting or making illegal the Mergers, the clearance or obtainment of the applicable approvals by the Company Entities required by certain specified gaming authorities, the accuracy of the other party?s representations and warranties, subject to certain customary materiality standards set forth in the Merger Agreement, compliance in all material respects with the other party?s obligations under the Merger Agreement and no Material Adverse Effect (as defined in the Merger Agreement) having occurred since the date of the Merger Agreement and being continuing as of the Effective Time. No other stockholder approval is required. The completion of the Mergers are not subject to any financing condition. The Special Committee reviewed, negotiated, unanimously approved, and recommended approval by Endeavor?s Executive Committee of the proposed transaction. Following formal approval by Endeavor?s Executive Committee, the definitive agreement was signed, and the transaction was approved by the written consent of stockholders representing a majority of the outstanding voting interests of the Company. Silver Lake Technology Management board of directors have approved the transaction. The transaction is expected to close by the end of the first quarter of 2025.

BDT & MSD Partners acted as lead financial advisor to Silver Lake. Goldman Sachs & Co. LLC, JP Morgan, Morgan Stanley & Co. LLC, BofA Securities, Barclays, Deutsche Bank Securities Inc., and RBC Capital acted as lead financing arrangers and lead financial advisors to Silver Lake. KKR Capital Markets acted as global financing advisor to Silver Lake. The Raine Group is also acting as financial advisor to Silver Lake. Elizabeth A. Cooper, Gregory Grogan, Chris May, Mark Myott, Russell Light, Adam Arikat, Hui Lin, Ken Wallach, Jessica Asrat, Catherine Burns, Jen Levitt, Mimi Cheng, Lori Lesser, Krista McManus, Peter Guryan and Jeannine McSweeney of Simpson Thacher & Bartlett LLP and Kirkland & Ellis LLP acted as Silver Lake?s legal advisors. Justin Hamill, Michael Anastasio and Ian Nussbaum of Latham & Watkins LLP acted as legal advisor to Endeavor. Centerview Partners LLC acted as independent financial advisor and fairness opinion provider to the Special Committee and Faiza Saeed and Claudia Ricciardi of Cravath, Swaine & Moore LLP acted as independent legal advisor to the Special Committee. Jeffrey Rosen, Katherine Durnan Taylor, Jonathan Levitsky, Stephen M. Jordan and Benjamin R. Pedersen of Debevoise & Plimpton LLP acted as legal advisor to Emanuel. Damien Zoubeka and Paul Humphreys of Freshfields Bruckhaus Deringer LLP acted as legal advisor to Whitesell. Akin Gump Strauss Hauer & Feld LLP acted as legal advisor to Shapiro.