UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 7.01 | Regulation FD Disclosure. |
On January 23, 2024, TKO Group Holdings, Inc. (the “Company”) issued a press release announcing the partnership between World Wrestling Entertainment, LLC (“WWE”), a wholly owned subsidiary of the Company, and Netflix, Inc. (“Netflix”). A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
The information included under this Item 7.01 (including Exhibit 99.1 hereto) 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 of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Ariel Emanuel, the Company’s Chief Executive Officer, will be participating in an interview on CNBC today at 6:40 a.m., PT / 9:40 a.m., ET, and may provide additional information regarding this partnership. A replay of the interview will be available on cnbc.com.
| Item 8.01 | Other Events. |
On January 23, 2024, the Company announced a partnership between WWE and Netflix. Beginning in January 2025, Netflix will be the exclusive new home of Raw in the U.S., Canada, U.K. and Latin America, among other territories, with additional countries and regions to be added over time. Likewise, as part of the agreement, Netflix will also become the home for all WWE shows and specials outside the U.S., as available, inclusive of Raw and WWE’s other weekly shows – SmackDown and NXT – as well as the company’s Premium Live Events, including WrestleMania, SummerSlam and Royal Rumble. WWE’s documentaries, original series and forthcoming projects will also be available on Netflix internationally beginning in 2025. The agreement has an initial 10-year term for an aggregate rights fee in excess of $5 billion with an option for Netflix (x) to extend for an additional 10 years and (y) to opt out after the initial five years.
Cautionary Statement Regarding 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. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including statements regarding the expected value creation from WWE’s partnership with Netflix and the additional countries and regions and WWE programming to be available on Netflix. The words “believe,” “may,” “will,” “estimate,” “potential,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “target,” and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or 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, those important factors discussed in Part II, Item 1A “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as any such factors may be updated from time to time in the Company’s other filings with the SEC, each accessible on the SEC’s website at www.sec.gov and the Company’s investor relations site at investor.tkogrp.com. Forward-looking statements speak only as of the date they are made and, except as may be required under applicable law, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | Description | |
| 99.1 | Press Release, dated January 23, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TKO GROUP HOLDINGS, INC. | ||
| By: | /s/ Andrew Schleimer | |
| Name: | Andrew Schleimer | |
| Title: | Chief Financial Officer | |
Date: January 23, 2024