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