| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | EDR | Class Y Common Stock | Purchase | +468K | +0.57% | 82.1M | Sep 6, 2024 | Held through Silver Lake West HoldCo, L.P. | F1, F2, F3, F5, F6 | ||
| holding | EDR | Class Y Common Stock | 87.3M | Sep 6, 2024 | Held through Silver Lake West HoldCo II, L.P. | F4, F5, F6 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | EDR | Units of Endeavor Operating Company | Purchase | $12.9M | +468K | +0.57% | $27.50 | 82.1M | Sep 6, 2024 | Class A Common Stock | 468K | Held through Silver Lake West HoldCo, L.P. | F1, F2, F3, F5, F7 |
| Id | Content |
|---|---|
| F1 | Represents a purchase by a subsidiary of Silver Lake Group, L.L.C. of certain limited partnership interests in an entity holding limited partnership interests in Silver Lake West Holdco, L.P. ("West HoldCo"), which holds securities of Endeavor Group Holdings, Inc. (the "Issuer") and Endeavor Operating Company, LLC. This transaction did not change the number of securities directly held by West HoldCo or Silver Lake West HoldCo II, L.P. ("West HoldCo II"). However, Mr. Egon Durban, who is a director of the Issuer and is a Co-CEO and Managing Member of Silver Lake Group, L.LC. may be deemed to have acquired additional pecuniary interest in the securities of the Issuer held by West HoldCo. The purchase price of the limited partnership interests was calculated in relevant part using a price per Unit of Endeavor Operating Company, LLC (as described in footnote 7 below) of $27.50. |
| F2 | The portion of the securities held by West HoldCo that correspond to the limited partnership interests that were part of the transfer described in footnote (1) above represent approximately 468,105 shares of Class Y common stock of the Issuer and 468,105 Units of Endeavor Operating Company. |
| F3 | Represents securities held by West HoldCo. |
| F4 | Represents securities held by West HoldCo II. |
| F5 | Mr. Egon Durban is the managing member of Silver Lake West VoteCo, L.L.C., which is the general partner of each of West HoldCo and West HoldCo II. |
| F6 | Shares of Class Y common stock of the Issuer have no economic rights and each share of Class Y common stock entitles its holder to 20 votes per share. Each share of Class Y common stock will be automatically canceled/redeemed upon the occurrence of certain transfers of Class A common stock or limited liability company units of Endeavor Operating Company, LLC or Class A common stock received upon exchange of such units and upon certain other events. |
| F7 | Units of Endeavor Operating Company represent limited liability company units of Endeavor Operating Company, LLC and an equal number of paired shares of Class X common stock of the Issuer, which, pursuant to the limited liability company agreement of Endeavor Operating Company, LLC, are together exchangeable by the holder on a one-for-one basis for, at the option of the Issuer, (i) a share of Class A common stock, subject to conversion rate adjustments for stock splits, stock dividends, reclassification and other similar transactions or (ii) subject to certain conditions, an equivalent amount of cash. Shares of Class X common stock of the Issuer have no economic rights and each share of Class X common stock entitles its holder to 1 vote per share. |
This filing shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, that the Reporting Person is the beneficial owner of any equity securities in excess of his pecuniary interests, and the Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein. Exhibit 24 - Power of Attorney