0000899243-23-018794.txt : 20230912
0000899243-23-018794.hdr.sgml : 20230912
20230912200050
ACCESSION NUMBER: 0000899243-23-018794
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230912
FILED AS OF DATE: 20230912
DATE AS OF CHANGE: 20230912
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Durban Egon
CENTRAL INDEX KEY: 0001651403
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41797
FILM NUMBER: 231251333
MAIL ADDRESS:
STREET 1: C/O SILVER LAKE
STREET 2: 2775 SAND HILL ROAD, SUITE 100
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Silver Lake West HoldCo II, L.P.
CENTRAL INDEX KEY: 0001868087
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41797
FILM NUMBER: 231251335
BUSINESS ADDRESS:
STREET 1: C/O SILVER LAKE
STREET 2: 2776 SAND HILL ROAD, SUITE 100
CITY: MENLO PARK
STATE: CA
ZIP: 94025
BUSINESS PHONE: 650-233-8120
MAIL ADDRESS:
STREET 1: C/O SILVER LAKE
STREET 2: 2776 SAND HILL ROAD, SUITE 100
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Silver Lake West HoldCo, L.P.
CENTRAL INDEX KEY: 0001868088
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41797
FILM NUMBER: 231251336
BUSINESS ADDRESS:
STREET 1: C/O SILVER LAKE
STREET 2: 2776 SAND HILL ROAD, SUITE 100
CITY: MENLO PARK
STATE: CA
ZIP: 94025
BUSINESS PHONE: 650-233-8120
MAIL ADDRESS:
STREET 1: C/O SILVER LAKE
STREET 2: 2776 SAND HILL ROAD, SUITE 100
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Silver Lake West VoteCo, L.L.C.
CENTRAL INDEX KEY: 0001868089
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41797
FILM NUMBER: 231251334
BUSINESS ADDRESS:
STREET 1: C/O SILVER LAKE
STREET 2: 2775 SAND HILL ROAD, SUITE 100
CITY: MENLO PARK
STATE: CA
ZIP: 94025
BUSINESS PHONE: 650-233-8120
MAIL ADDRESS:
STREET 1: C/O SILVER LAKE
STREET 2: 2775 SAND HILL ROAD, SUITE 100
CITY: MENLO PARK
STATE: CA
ZIP: 94025
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
0001868088
Silver Lake West HoldCo, L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK
CA
94025
0
0
1
0
0001868087
Silver Lake West HoldCo II, L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK
CA
94025
0
0
1
0
0001868089
Silver Lake West VoteCo, L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK
CA
94025
0
0
1
0
0001651403
Durban Egon
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK
CA
94025
1
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. Silver Lake West Holdco, L.P. and Silver Lake West Holdco II, L.P. (the "Silver Lake Equityholders") have designated members 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. Egon Durban is the managing member of Silver Lake West VoteCo, L.L.C., which is the general partner of each of the Silver Lake Equityholders. Mr. Durban is a director of the Issuer and is a Co-CEO and Managing Member of Silver Lake Group, L.LC. Securities reported on this Form 3 are held solely by subsidiaries of EGH. Investment funds managed by Silver Lake do not directly hold any equity securities of the Issuer.
The Common Units are redeemable by the holders 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 Transaction 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.
The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, that the Reporting Persons other than Mr. Durban are subject to Section 16 of the Exchange Act or that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
By: /s/ Egon Durban; Egon Durban, Managing Member of Silver Lake West VoteCo, L.L.C., general partner of Silver Lake West HoldCo, L.P.
2023-09-12
By: /s/ Egon Durban; Egon Durban, Managing Member of Silver Lake West VoteCo, L.L.C., general partner of Silver Lake West HoldCo II, L.P.
2023-09-12
By: /s/ Egon Durban; Egon Durban, Managing Member of Silver Lake West VoteCo, L.L.C.
2023-09-12
/s/ Egon Durban
2023-09-12