4//SEC Filing
Endeavor Executive II Holdco, LLC 4
Accession 0000950170-25-045650
CIK 0001766363other
Filed
Mar 25, 8:00 PM ET
Accepted
Mar 26, 9:48 PM ET
Size
31.6 KB
Accession
0000950170-25-045650
Insider Transaction Report
Form 4
Endeavor Executive Holdco, LLC
10% Owner
Transactions
- Disposition to Issuer
Profits Units
2025-03-24−211,757→ 2,549,036 total→ Endeavor Operating Company Units (211,757 underlying) - Disposition to Issuer
Profits Units
2025-03-24−468,431→ 0 total→ Endeavor Operating Company Units (468,431 underlying) - Disposition to Issuer
Endeavor Operating Company Units
2025-03-24−6,097,277→ 0 total→ Class A Common Stock (6,097,277 underlying) - Conversion
Endeavor Operating Company Units
2025-03-24+6,097,277→ 6,097,277 total→ Class A Common Stock (6,097,277 underlying) - Conversion
Units of Executive Holdco
2025-03-24−6,097,277→ 18,127,672 total→ Units of Endeavor Operating Company (6,097,277 underlying)
Footnotes (6)
- [F1]Pursuant to that certain Agreement and Plan of Merger, dated April 2, 2024 (the "Merger Agreement") by and among the Issuer, Endeavor Manager, LLC ("Manager), Endeavor Operating Company, LLC ("OpCo"), Endeavor Executive Holdco, LLC ("Executive Holdco"), Endeavor Executive II Holdco, LLC, Endeavor Executive PIU Holdco, LLC ("PIU Holdco"), Wildcat EGH Holdco, L.P., Wildcat OpCo Holdco, L.P. ("Holdco Parent"), Wildcat PubCo Merger Sub, Inc., ("Company Merger Sub"), Wildcat Manager Merger Sub, L.L.C ("Manager Merger Sub"), and Wildcat OpCo Merger Sub, L.L.C. ("OpCo Merger Sub"), (a) OpCo Merger Sub merged with and into OpCo, with OpCo surviving the merger (the "OpCo Merger"),
- [F2](continued) (b) immediately following the OpCo Merger, Manager Merger Sub merged with and into Manager, with Manager surviving the merger, wholly owned by the Issuer (the "Manager Merger") and (c) immediately following the Manager Merger, Company Merger Sub merged with and into the Issuer, with the Issuer surviving the merger (the "Merger"), collectively owned, directly or indirectly, by Holdco Parent and certain other entities as described in the Merger Agreement (the "Effective Time"). At the Effective Time, each share of the Issuer's Class X common stock, par value $0.00001 per share, and Class Y common stock, par value $0.00001 per share, outstanding immediately prior to the effective time of the Merger, was cancelled for no consideration. Immediately prior to the effective time of the OpCo Merger,
- [F3](continued) 4,256,098 limited liability company units of Executive Holdco and 1,841,179 limited liability company units of PIU Holdco were exchanged for limited liability company units of OpCo ("OpCo Units") on a 1-for-1 basis.
- [F4]At the effective time of the OpCo Merger, each outstanding limited liability company unit of OpCo ("OpCo Units"), subject to certain exceptions, was automatically cancelled and converted into the right to receive $27.50 in cash, without interest and subject to applicable withholding taxes and certain deferrals to take into account certain terms of the existing OpCo Units.
- [F5]At the effective time of the OpCo Merger, each outstanding profits unit, subject to certain exceptions, was automatically canceled and converted into the right to receive a cash payment in an amount equal to $27.50 less its $16.54 per-unit hurdle amount, which net amount is without interest and subject to applicable withholding taxes and certain deferrals in order to reflect certain terms of the existing OpCo Units.
- [F6]At the effective time of the OpCo Merger, each outstanding profits unit, subject to certain exceptions, was automatically canceled and converted into the right to receive a cash payment in an amount equal to $27.50 less its $23.16 per-unit hurdle amount, which net amount is without interest and subject to applicable withholding taxes and certain deferrals in order to reflect certain terms of the existing OpCo Units.
Documents
Issuer
Endeavor Group Holdings, Inc.
CIK 0001766363
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001859823
Filing Metadata
- Form type
- 4
- Filed
- Mar 25, 8:00 PM ET
- Accepted
- Mar 26, 9:48 PM ET
- Size
- 31.6 KB