Explanatory Note
This Amendment No. 2 (the Amendment) is being filed by Silver Lake West HoldCo, L.P. (West HoldCo), Silver Lake West HoldCo II,
L.P. (West HoldCo II and together with West HoldCo, the HoldCos), Silver Lake West VoteCo, L.L.C. and Egon Durban (collectively, the Reporting Persons) and amends the statement on Schedule 13D originally filed by
certain affiliates of the Reporting Persons on May 13, 2021 (the Original Schedule 13D), as amended by Amendment No. 1 to Schedule 13D filed on July 26, 2021 (as amended, the Schedule 13D) relating to the
Class A common stock, par value $0.00001 per share (the Class A Common Stock), of Endeavor Group Holdings, Inc., a Delaware corporation (the Issuer).
The Items below amend the information disclosed under the corresponding Items of the Schedule 13D as described below. Except as specifically provided herein,
this Amendment does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D.
Item 4. Purpose of Transaction
Item 4 of the
Schedule 13D is hereby amended and supplemented as follows:
The Reporting Persons issued the press release attached hereto as an Exhibit to this Amendment
on October 25, 2023. The Reporting Persons have explored, and expect to continue to explore, various potential alternatives with respect to their investment in the Issuer. The Reporting Persons are currently working toward submitting a proposal
(which could also lead to one or more subsequent revised or different proposals) that could result in the Reporting Persons and/or their affiliates acquiring all or substantially all of the outstanding capital stock of the Issuer, which would result
in a de-listing and de-registration of the publicly traded securities of the Issuer (such acquisition referred to herein as a Take-private). There can be no
guarantee that the Reporting Persons will make any such proposal, and if any such proposal is made, the Reporting Persons can provide no assurances such proposal will be accepted or that they will successfully consummate any proposed transaction.
The potential alternative opportunities currently being evaluated by the Reporting Persons do not include a sale of securities by the Reporting Persons to a third party or entertaining bids for assets that are a part of the Issuer.
The Reporting Persons, Mr. Durban, in his position as a director of the Issuer and Co-CEO and Managing Partner of
Silver Lake Group, L.L.C. (SLG), and Mr. Evans, in his position as a director of the Issuer and Managing Director of SLG, have begun to engage, and intend to continue to engage, in communications, discussions and negotiations with
members of management and of the board of directors, and their legal, financial, accounting and other advisors; potential partners and counterparties in any transaction; current or prospective stockholders of the Issuer; and other relevant parties,
regarding the various alternatives that may from time to time be under consideration by the Reporting Persons and/or their affiliates. To facilitate their consideration of such matters, the Reporting Persons have retained, or intend to retain,
consultants and advisors and enter into discussions with potential sources of capital and other third parties. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar obligations or
agreements.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated as follows:
The
information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3 and 6 is incorporated by reference in its entirety into this Item 5.
(a) (b) The Reporting Persons may be deemed to beneficially own an aggregate of 174,114,556 shares of the Issuers Class A Common Stock, or
45.1% of the Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the Exchange Act), based on shares of Class A Common Stock held
and Endeavor Operating Company Units which are exchangeable (along with an equal number of shares of Class X Common Stock) for either cash (at the Issuers election, subject to certain conditions) or shares of Class A Common Stock on
a one-for-one basis, subject to adjustment.
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