0000899243-23-018783.txt : 20230912 0000899243-23-018783.hdr.sgml : 20230912 20230912194520 ACCESSION NUMBER: 0000899243-23-018783 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230912 FILED AS OF DATE: 20230912 DATE AS OF CHANGE: 20230912 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Whitesell Patrick CENTRAL INDEX KEY: 0001531362 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41797 FILM NUMBER: 231251313 MAIL ADDRESS: STREET 1: 11601 WILSHIRE BOULEVARD, SUITE 1600 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Endeavor Group Holdings, Inc. CENTRAL INDEX KEY: 0001766363 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41797 FILM NUMBER: 231251312 BUSINESS ADDRESS: STREET 1: 9601 WILSHIRE BOULEVARD, 3RD FLOOR CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: (310) 285-9000 MAIL ADDRESS: STREET 1: 9601 WILSHIRE BOULEVARD, 3RD FLOOR CITY: BEVERLY HILLS STATE: CA ZIP: 90210 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TKO Group Holdings, Inc. CENTRAL INDEX KEY: 0001973266 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 200 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 646-558-8333 MAIL ADDRESS: STREET 1: 200 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10010 FORMER COMPANY: FORMER CONFORMED NAME: New Whale Inc. DATE OF NAME CHANGE: 20230412 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2023-09-12 0 0001973266 TKO Group Holdings, Inc. TKO 0001531362 Whitesell Patrick 9601 WILSHIRE BOULEVARD, 3RD FLOOR BEVERLY HILLS CA 90210 0 0 1 0 0001766363 Endeavor Group Holdings, Inc. 9601 WILSHIRE BOULEVARD, 3RD FLOOR BEVERLY HILLS CA 90210 0 0 1 0 Class B Common Stock 76712059 I By Endeavor Operating Company, LLC Class B Common Stock 6362799 I By January Capital HoldCo, LLC Class B Common Stock 6542033 I By January Capital Sub, LLC Common Units Class A Common Stock 76712059 I By Endeavor Operating Company, LLC Common Units Class A Common Stock 6362799 I By January Capital Holdco, LLC Common Units Class A Common Stock 6542033 I By January Capital Sub, LLC Endeavor Group Holdings, Inc. ("EGH") is the managing member of Endeavor Manager, LLC, which in turn is the managing member of Endeavor Operating Company, LLC ("EOC"). EOC is the managing member of January Capital HoldCo, LLC, which in turn is the managing member of January Capital Sub, LLC. Mr. Whitesell is a member of the governing body of EGH and as a result may be deemed to share beneficial ownership of the securities beneficially owned by EGH. Mr. Whitesell disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any. The Common Units are redeemable by the holder for, at the election of the Issuer, (i) newly-issued shares of Class A common stock of the Issuer on a one-for-one basis, subject to appropriate and equitable adjustment for any stock splits, reverse splits, stock dividends or similar events, and (ii) subject to certain conditions, an equivalent amount of cash. Upon the redemption of any Common Units, a number of shares of Class B common stock equal to the number of Common Units that are redeemed will be cancelled by the Issuer for no consideration. Represents Common Units received as consideration for limited liability units of TKO Operating Company, LLC, pursuant to the Transasction Agreement, as defined and described in the Issuer's prospectus filed with the Securities and Exchange Commission on May 12, 2023. Upon the redemption of any Common Units, a number of shares of Class B common stock equal to the number of Common Units that are redeemed will be cancelled by the Issuer for no consideration. Exhibit 24 - Power of Attorney Patrick Whitesell, By: /s/ Robert Hilton, Attorney-in-fact for Patrick Whitesell 2023-09-12 Endeavor Group Holdings, Inc., By: /s/ Robert Hilton, Name: Robert Hilton, Title: Attorney-in-fact for Patrick Whitesell, Executive Chairman 2023-09-12 EX-24 2 attachment1.htm EX-24 DOCUMENT

                                                                   Exhibit 24

                                POWER OF ATTORNEY

        With respect to holdings of and transactions in securities issued by
TKO Group Holdings, Inc. (the "Company"), the undersigned hereby constitutes
and appoints the individuals named on Schedule A attached hereto and as may be
amended from time to time, or any of them signing singly, with full power of
substitution and resubstitution, to act as the undersigned's true and lawful
attorney-in-fact to:

        1.  execute for and on behalf of the undersigned, Forms 3, 4, and 5 in
            accordance with Section 16 of the Securities Exchange Act of 1934,
            as amended, and the rules thereunder;

        2.  do and perform any and all acts for and on behalf of the
            undersigned which may be necessary or desirable to complete and
            execute any such Form 3, 4, or 5, complete and execute any
            amendment or amendments thereto, and timely file such form with the
            SEC and any stock exchange or similar authority; and

        3.  take any other action of any type whatsoever in connection with the
            foregoing which, in the opinion of such attorney-in-fact, may be of
            benefit to, in the best interest of, or legally required by, the
            undersigned, it being understood that the documents executed by
            such attorney-in-fact on behalf of the undersigned pursuant to this
            Power of Attorney shall be in such form and shall contain such
            terms and conditions as such attorney-in-fact may approve in such
            attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution and resubstitution or revocation, hereby ratifying and confirming
all that such attorney-in-fact, or such attorneys-in-fact substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted.

        The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934, as amended.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 11th day of September, 2023.


                                   Signature:  /s/ Patrick Whitesell
                                               --------------------------
                                   Print Name: Patrick Whitesell


                                Schedule A

        Individuals Appointed as Attorney-in-Fact with Full Power of
Substitution and Resubstitution

1. Seth Krauss
2. Robert Hilton