Silver Lake Technology Management, L.L.C. entered into a definitive agreement to acquire remaining 50.44% stake in Endeavor Group Holdings, Inc. from Emanuel, Whitesell, Shapiro and others for approximately $9.9 billion.
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.