Form DEFM14C - Definitive information statement relating to merger or acquisition

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14C INFORMATION

INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE

SECURITIES EXCHANGE ACT OF 1934

Check the appropriate box:

☐	Preliminary Information Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))

☒	Definitive Information Statement

TKO Group Holdings, Inc.

(Name of Registrant As Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) of Schedule 14A (17 CFR 240.14a-101) per Item 1 of this Schedule and Exchange Act Rules 14c-5(g) and 0-11

LOGO

TKO Group Holdings, Inc.

200 Fifth Avenue, 7^th Floor

New York, NY 10010

NOTICE OF ACTION BY WRITTEN CONSENT AND INFORMATION STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

December 23, 2024

To Our Stockholders:

This notice of action by written consent and the accompanying information statement (the “Information Statement”) is being furnished by the Board of Directors (the “Board”) of TKO Group Holdings, Inc., a Delaware corporation (the “Company”, “TKO PubCo”, “we”, “us” or “our”), to the holders of record at the close of business on October 23, 2024 (the “Record Date”) of the outstanding shares of TKO PubCo Class A common stock, $0.00001 par value per share (“TKO PubCo Class A Common Stock”), and TKO PubCo Class B common stock, $0.00001 par value per share (“TKO PubCo Class B Common Stock”, together with the TKO PubCo Class A Common Stock, the “TKO PubCo Shares”), pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with the Transaction Agreement, dated as of October 23, 2024, by and among IMG Worldwide, LLC, a Delaware limited liability company (“IMG Worldwide”), Endeavor Operating Company, LLC, a Delaware limited liability company (“EOC” and, together with IMG Worldwide, the “EDR Parties”), Trans World International, LLC (“TWI”), TKO Operating Company, LLC, a Delaware limited liability company (“TKO”) and TKO PubCo (together with TKO, the “TKO Parties”) (the “Transaction Agreement”), a copy of which is attached as Annex A to this Information Statement and incorporated by reference into this notice.

The Transaction Agreement provides that, subject to the terms and conditions set forth therein, at the Closing, the EDR Parties will directly or indirectly contribute, assign and transfer to TKO the Professional Bull Riders, On Location and IMG businesses (including the IMG Media business and certain other businesses operating under the IMG brand) currently operated by the EDR Parties, each as further described in the section entitled “Management’s Discussion and Analysis of the Businesses” beginning on page 95) (collectively, the “Businesses”), in exchange for 26,139,590 limited liability company interests of TKO (“TKO Common Units”), having an aggregate value of $3.25 billion (based on the volume-weighted average sale price of TKO PubCo Class A Common Stock for the twenty five (25) trading days ending on October 23, 2024 (the “Closing Consideration”)), and will subscribe for an equivalent number of corresponding shares of TKO PubCo Class B Common Stock, subject to certain customary purchase price adjustments to be settled at the Closing in equity and cash (collectively, and together with the transactions contemplated by the Transaction Agreement and the Ancillary Agreements (as defined below), the “Transaction”). For the avoidance of doubt, the acquisition of the IMG businesses by the Company does not include certain businesses associated with the IMG brand in connection with licensing, models, and tennis representation, nor does it include IMG’s full events portfolio.

The Transaction Agreement, the Ancillary Agreements, and the Transaction were unanimously approved and determined to be advisable, fair to and in the best interests of TKO PubCo and the holders of the issued and outstanding TKO PubCo Shares, including the Public Stockholders (as defined below), by the Board upon unanimous recommendation of an independent special committee of the board of directors of TKO PubCo (the “Special Committee” and, such recommendation, the “Special Committee Recommendation”) — a committee

comprised solely of independent and disinterested directors with respect to the Transaction that was established by the Board to (i) review, evaluate, investigate, pursue and negotiate (or oversee and direct the negotiation of) the structure, form, conditions and terms of the Transaction and of any definitive agreements in connection therewith (it being understood that the Special Committee was not delegated authority to (x) review, evaluate or negotiate the transactions other than the Transaction, (y) seek or solicit interest in any other strategic transaction from any party or (z) communicate or negotiate directly or indirectly with any other potential party to any other strategic transaction), (ii) meet with the management of TKO PubCo, members of the Board and outside advisors engaged by TKO PubCo or the Special Committee on a regular basis, (iii) make a determination as to whether the Transaction (and any definitive agreements with respect to the Transaction) is fair to, and in the best interests of, TKO PubCo and the holders of the issued and outstanding TKO PubCo Shares, (iv) if the Special Committee deems appropriate, recommend to the Board (for or against) the approval of the Transaction and the execution and delivery of the definitive documentation providing for the Transaction, and (v) engage its own advisors and agents, including financial and legal advisors.

Stockholder approval of the Transaction Agreement, including the Transaction, is also required pursuant to Section 312.03 of the New York Stock Exchange (“NYSE”) Listed Company Manual, which requires stockholder approval prior to the issuance of TKO PubCo Shares, or of securities convertible into TKO PubCo Shares, in any transaction or series of related transactions to a director, officer, controlling shareholder or member of a control group or any other “substantial security holder” of TKO PubCo if the number of TKO PubCo Shares, or the number of TKO PubCo Shares into which the securities may be converted, exceeds one percent (1%) of the voting power of TKO PubCo before such issuance. Because the TKO PubCo Shares to be issued to the EDR Parties, who are considered a “controlling shareholder” of TKO PubCo under Section 312.03 of the NYSE Listed Company Manual, pursuant to the Transaction Agreement, including the Transaction, exceeds one percent (1%) of the number of TKO PubCo Shares outstanding before the issuance, TKO PubCo stockholder approval is required.

In accordance with Section 228 of the Delaware General Corporate Law (the “DGCL”), following execution of the Transaction Agreement, EOC, January Capital Holdco, LLC, a Delaware limited liability company (“January HoldCo”), January Capital Sub, LLC, a Delaware limited liability company (“January Sub”) and WME IMG, LLC, a Delaware limited liability company (“WME IMG” and, together with EOC, January HoldCo and January Sub, the “Specified Stockholders”), who collectively on the Record Date held more than a majority of the combined voting power of the of the total issued and outstanding TKO PubCo Shares, executed and delivered to TKO PubCo a written consent approving and adopting the Transaction Agreement and the Transaction (the “Stockholder Approval”) in lieu of a special meeting of stockholders, which is attached hereto as Annex B (the “Written Consent”). As a result of the execution and delivery of the Written Consent, the holders of a majority of the aggregate voting power of the outstanding TKO PubCo Shares entitled to vote thereon have adopted and approved the Transaction Agreement and the Transaction. The delivery of the Written Consent constituted the necessary approvals of stockholders for the approval of the Transaction Agreement and the Transaction, subject to the other conditions set forth in the Transaction Agreement (as further described herein). As a result, no further action by any stockholder of TKO PubCo is required under applicable law or the Transaction Agreement (or otherwise) to adopt the Transaction Agreement, Ancillary Agreements or approve the Transaction, and TKO PubCo will not be soliciting your vote for or consent to the adoption of the Transaction Agreement and the approval of the Transaction and will not call a stockholders’ meeting for purposes of voting on the adoption of the Transaction Agreement and the approval of the Transaction.

This notice and the accompanying Information Statement will constitute notice to you from TKO PubCo of the Written Consent contemplated by Section 228(e) of the DGCL, Section 312.03 of the NYSE Listed Company Manual, TKO PubCo’s Amended and Restated Certificate of Incorporation of TKO PubCo, dated as of September 12, 2023 (as may be amended, modified or restated from time, the “TKO PubCo Certificate of Incorporation”) and Rule 14c-2 promulgated under the Exchange Act. We expect to consummate the Transaction in the first half of 2025. However, there can be no assurances that the Transaction will be completed at all, or if completed, that it will be completed at such time. You are urged to read the Information Statement in its entirety for a description of the action taken by a majority of the holders of TKO PubCo Shares.

PLEASE NOTE THAT THE SPECIFIED STOCKHOLDERS HAVE VOTED TO APPROVE AND ADOPT THE TRANSACTION AGREEMENT, INCLUDING THE TRANSACTION. THE NUMBER OF VOTES HELD BY THE SPECIFIED STOCKHOLDERS IS SUFFICIENT TO SATISFY THE STOCKHOLDER VOTE REQUIREMENT UNDER THE DGCL AND NYSE SECTION 312.03 FOR APPROVING THE TRANSACTION AGREEMENT, INCLUDING THE TRANSACTION. CONSEQUENTLY, NO ADDITIONAL VOTES WILL BE NEEDED TO APPROVE THE TRANSACTION AGREEMENT, INCLUDING THE TRANSACTION.

The Information Statement accompanying this letter provides you with more specific information concerning the Transaction Agreement, including the Transaction. We encourage you to carefully read this Information Statement and the copies of the Transaction Agreement and Written Consent included, respectively, as Annex A and Annex B to the Information Statement.

BY ORDER OF THE BOARD OF DIRECTORS,

/s/ Seth Krauss

Seth Krauss

Chief Legal and Administrative Officer

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Transaction, passed upon the merits or fairness of the Transaction, or passed upon the adequacy or accuracy of the disclosures in this notice or the accompanying Information Statement. Any representation to the contrary is a criminal offense.

The Information Statement is dated December 23, 2024 and is being mailed on December 23, 2024 to our stockholders of record as of October 23, 2024 and December 23, 2024.

TABLE OF CONTENTS


	Page

GLOSSARY OF CERTAIN DEFINED TERMS		2

SUMMARY		9

The Parties to the Transaction Agreement		9

The Transaction		9

Recommendation of the Special Committee; Reasons for the Transaction		9

Recommendation of the TKO PubCo Board		10

Required Stockholder Approval for the Transaction		10

Opinion of Financial Advisor to the TKO PubCo Special Committee (Moelis)		11

The Transaction Agreement		12

Ancillary Agreements		14

General Effect on Rights of Existing Security Holders		15

Interests of TKO PubCo’s Directors and Executive Officers in the Transaction		15

Governing Law		15

No Appraisal or Dissenters’ Rights		15

Accounting Treatment of the Transaction		15

Regulatory Approvals		16

Additional Information		16

QUESTIONS AND ANSWERS ABOUT THE TRANSACTION		17

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		19

RISK FACTORS		21

THE PARTIES TO THE TRANSACTION		23

TKO Group Holdings, Inc.		23

TKO Operating Company, LLC		23

Endeavor Operating Company, LLC		23

IMG Worldwide, LLC		23

Trans World International, LLC		23

THE TRANSACTION		24

Background of the Transaction		24

Recommendation of the Special Committee; Reasons for the Transaction		43

Recommendation of the TKO PubCo Board		45

Required Stockholder Approval for the Transaction		45

Opinion of Financial Advisor to the TKO PubCo Special Committee (Moelis)		46

Certain Financial Projections of the Businesses		57

General Effect on Rights of Existing Security Holders		65

Interests of TKO PubCo’s Directors and Executive Officers in the Transaction		65

Accounting Treatment of the Transaction		67

Transaction Litigation		67

Regulatory Approvals		67


	Page

THE TRANSACTION AGREEMENT		68

Explanatory Note Regarding the Transaction Agreement		68

Transaction Structure and Consideration		68

Closing of the Transaction		69

Representations and Warranties		69

Conduct of the Business		73

Conduct of the TKO Parties		77

Written Consent		78

Access to Information		78

Separation Matters		80

Employee Matters		83

Indemnification and Insurance		84

Pre-Closing Restructuring		86

Other Covenants and Agreements		86

Conditions to Closing		89

Termination of the Transaction Agreement		91

Amendment, Waiver		91

Governing Law		92

ANCILLARY AGREEMENTS		93

Transition Services Agreement		93

Trademark License Agreement		93

DESCRIPTION OF THE BUSINESSES		94

MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE BUSINESSES		95

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION		106

DESCRIPTION OF CAPITAL STOCK		117

NO APPRAISAL OR DISSENTERS’ RIGHTS		121

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		122

HOUSEHOLDING		126

WHERE YOU CAN FIND ADDITIONAL INFORMATION		127

INDEX TO COMBINED FINANCIAL STATEMENTS OF THE BUSINESSES		F-1

ANNEX A		A-1

ANNEX B		B-1

ANNEX C		C-1

ANNEX D		D-1

ANNEX E		E-1

TKO Group Holdings, Inc.

200 Fifth Avenue, 7^th Floor

New York, NY 10010

INFORMATION STATEMENT

This notice of action by written consent and the accompanying information statement (the “Information Statement”) is first being furnished by the Board of Directors (the “Board”) of TKO Group Holdings, Inc., a Delaware corporation (the “Company”, “TKO PubCo”, “we”, “us” or “our”), on or about December 23, 2024, to the holders of record at the close of business on October 23, 2024 (the “Record Date”) of the outstanding shares of TKO PubCo Class A common stock, $0.00001 par value per share (“TKO PubCo Class A Common Stock”), and TKO PubCo Class B common stock, $0.00001 par value per share (“TKO PubCo Class B Common Stock”) (together with the TKO PubCo Class A Common Stock, the “TKO PubCo Shares”), in connection with the Transaction Agreement, dated as of October 23, 2024, by and among IMG Worldwide, LLC, a Delaware limited liability company (“IMG Worldwide”), Endeavor Operating Company, LLC, a Delaware limited liability company (“EOC” and, together with IMG Worldwide, the “EDR Parties”), Trans World International, LLC (“TWI”), TKO Operating Company, LLC, a Delaware limited liability company (“TKO”) and TKO PubCo (together with TKO, the “TKO Parties”) (the “Transaction Agreement”), copy of which is attached as Annex A to this Information Statement and incorporated by reference into this Information Statement.

The Transaction Agreement provides that, subject to the terms and conditions set forth therein, at the Closing, the EDR Parties will directly or indirectly contribute, assign and transfer to TKO the Professional Bull Riders, On Location and IMG businesses (including the IMG Media business and certain other businesses operating under the IMG brand) currently operated by the EDR Parties, each as further described in the section entitled “Management’s Discussion and Analysis of the Businesses” beginning on page 95 (collectively, the “Businesses”), in exchange for 26,139,590 limited liability company interests of TKO (“TKO Common Units”), having an aggregate value of $3.25 billion (based on the volume weighted average stock price (“VWAP”) of TKO PubCo Class A Common Stock for the twenty five (25) trading days ending on October 23, 2024 (the “Closing Consideration”)), and will subscribe for an equivalent number of corresponding shares of TKO PubCo Class B Common Stock, subject to certain customary purchase price adjustments to be settled at the Closing in equity and cash (collectively, and together with the transactions contemplated by the Transaction Agreement and the Ancillary Agreements (as defined herein), the “Transaction”). For the avoidance of doubt, the acquisition of the IMG businesses by the Company does not include certain businesses associated with the IMG brand in connection with licensing, models, and tennis representation, nor does it include IMG’s full events portfolio.

The purpose of this Information Statement is to inform TKO PubCo’s stockholders of an action by written consent of EOC, January Capital Holdco, LLC, a Delaware limited liability company (“January HoldCo”), January Capital Sub, LLC, a Delaware limited liability company (“January Sub”) and WME IMG, LLC, a Delaware limited liability company (“WME IMG” and, together with EOC, January HoldCo and January Sub, the “Specified Stockholders”), holders of a majority of the TKO PubCo Shares, which is attached hereto as Annex B (the “Written Consent”). On October 23, 2024, the Specified Stockholders approved the Transaction Agreement, including the Transaction.

The Written Consent constitutes the consent of a majority of outstanding TKO PubCo Shares and is sufficient under the Delaware General Corporate Law (“DGCL”), TKO PubCo’s Amended and Restated Certificate of Incorporation of TKO PubCo, dated as of September 12, 2023 (as may be amended, modified or restated from time, the “TKO PubCo Certificate of Incorporation”), and the New York Stock Exchange (“NYSE”) Listed Company Manual to approve the Transaction Agreement, including the Transaction. Accordingly, the Transaction Agreement, including the Transaction, will not be submitted to the other stockholders of TKO PubCo for a vote, and this Information Statement is being furnished to such other stockholders to provide them with certain information concerning the Transaction Agreement, including the Transaction in accordance with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED

NOT TO SEND US A PROXY.

GLOSSARY OF CERTAIN DEFINED TERMS

Unless otherwise indicated or the context otherwise requires, when used in this Information Statement:

•

“Ancillary Agreements” means the Transition Services Agreement, the Trademark Assignment Agreements and the Trademark License Agreement, but for the avoidance of doubt, Ancillary Agreements shall exclude the Conveyancing and Assumption Instruments.

•

“Assumed Benefit Plan” means any Benefit Plan (a) which is maintained or sponsored solely by a Transferred Entity or otherwise transferred to a Transferred Entity by operation of law or (b) set forth on the EDR Parties’ confidential disclosure letter delivered concurrently with the execution of the Transaction Agreement and identified as an Assumed Benefit Plan.

•

“Benefit Plan” means each (i) “employee benefit plan” (as such term is defined in ERISA Section 3(3), whether or not subject to ERISA), and (ii) any other compensation or benefits plan, program or arrangement, including any employment, consulting, retirement, pension, deferred compensation, medical, dental, disability, life, severance, retention, vacation, or cash or equity based bonus or incentive plan, program, agreement or arrangement, in each case of clauses (i) and (ii), that is sponsored, maintained or contributed to by the EDR Parties or the Transferred Entities for the benefit of, or pursuant to which the EDR Parties or the Transferred Entities has or would reasonably be expected to have, any Liability to, any Business Employee, independent contractor or Former Service Provider (or dependent thereof) (whether or not an “employee benefit plan” within the meaning of Section 3(3) of ERISA), excluding (a) any plan, program or agreement required by, or sponsored or maintained in whole or in part by, any governmental authority, or (b) any “multiemployer plan” (as defined in Section 3(37) of ERISA).

•

“Business Employee” means (a) each Business Unit Business Employee and (b) each Corporate Business Employee, but excluding (c) certain excluded employees.

•

“Business Unit Business Employee” means each individual employed by any of (i) the Transferred Entities or (ii) any member of the EDR Group, in each case whose duties or responsibilities primarily relate to the Business, each of whom, as of September 4, 2024, is in the list provided to the TKO Parties, which list identifies each such individual as a “Business Unit Business Employee” (as may be updated to include any individuals who become or cease to be Business Unit Business Employees following the date of the Transaction Agreement in accordance with the terms herein).

•

“Calculation Time” means 12:01 a.m. (Eastern time) on the Closing Date.

•

“Closing” means the closing of the Contribution and the Issuance.

•

“Closing Equity Consideration” means 26,139,590 TKO Common Units (subject to appropriate and equitable adjustment for any stock splits, reverse splits, stock dividends, or similar events affecting the price per share of TKO PubCo Class A Common Stock or TKO Common Units after the execution of the Transaction Agreement, but excluding any such transactions announced prior to the date of the Transaction Agreement and any stock repurchase program or cash dividends announced on the date of the Transaction or concurrently with the announcement of the Transaction).

•

“Contribution” means the transfer of the Transferred Equity Interests by the EDR Parties to TKO, as described in the Transaction Agreement.

•

“Conveyancing and Assumption Instruments” means, collectively, the various contracts and other documents (including bills of sale, stock powers, certificates of title, assignments of contracts, assignments of intellectual property, consents (to the extent obtained), permits, easements, leases, deeds and other instruments of conveyance) entered into at, prior to or following the Closing to effect the transfer of Transferred Assets and Excluded Assets (as applicable) and the assumption of Transferred Liabilities and Excluded Liabilities (as applicable), in each case, in the manner contemplated by the Transaction Agreement and the Pre-Closing Restructuring.

•

“Corporate Business Employee” means each individual employed by any of (i) the Transferred Entities or (ii) any member of the EDR Group, in each case, who is in the list provided to the TKO Parties, which list identifies each such individual as a “Corporate Business Employee” (as may be updated to include any individuals who become or cease to be Corporate Business Employees following the date of the Transaction Agreement in accordance with the terms therein).

•

“Delayed Transfer Business Employee” means each of the Business Employees employed in France, Germany, Hong Kong, Hungary, India, Italy, Taiwan and Spain and such other jurisdictions as mutually agreed, such agreement not to be unreasonably withheld, conditioned or delayed.

•

“EDR Group” means EDR and its direct or indirect subsidiaries and controlled affiliates (excluding the TKO Parties and their direct or indirect subsidiaries and controlled affiliates).

•

“EDR Group Credit Facility” means that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended and restated by Amendment No. 5, dated as of May 18, 2018, Amendment No. 6, dated as of February 18, 2020, Amendment No. 7, dated as of April 2, 2020, Amendment No. 8, dated as of May 13, 2020, Amendment No. 9, dated as of April 19, 2021, Amendment No. 10, dated as of April 10, 2023, Amendment No. 11, dated as of June 26, 2023, and Amendment No. 12, dated as of May 1, 2024, and as further amended, restated, supplemented or otherwise modified from time to time), among WME IMG Holdings, LLC, WME IMG, LLC, William Morris Endeavor Entertainment, LLC, IMG Worldwide Holdings, LLC, JP Morgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto.

•

“EDR Marks” means all trademarks, tradenames and other source identifiers owned by a member of the Remaining EDR Group, including (i) those trademarks, tradenames and other source identifiers that incorporate the terms or associated logos of “Endeavor,” either alone or in combination with other words and (ii) all marks, trade dress, logos, domain names and other source identifiers confusingly similar to or embodying any of the foregoing either alone or in combination with other words.

•

“EDR Merger Agreement” means that certain Agreement and Plan of Merger, dated as of April 2, 2024, by and among Wildcat EGH Holdco, L.P., Wildcat Opco, L.P., Wildcat Pubco Merger Sub, Inc., Wildcat Manager Merger Sub, L.L.C., Wildcat Opco Merger Sub, L.L.C., EGH, Endeavor Manager, EOC and the other parties thereto (as amended, restated, supplemented or otherwise modified from time to time).

•

“EDR Name” means the name(s) “Endeavor” and any derivations thereof used either alone or in combination with other words.

•

“EDR Plan” means a Benefit Plan that is not an Assumed Benefit Plan.

•

“Employee Liabilities” means all Liabilities of the EDR Group or any of its affiliates (including any Transferred Entity), members of their respective groups and predecessors and former affiliates of the foregoing, arising out of, by reason of, or otherwise in connection with or related to, the employment or engagement of, or termination of the employment or engagement of, any employee (which, for the avoidance of doubt, shall include any employee leased or engaged through a third-party entity) or individual service provider (including global employee mobility), or any applicant’s application for employment or engagement (including Liabilities under any Benefit Plan with respect to such individuals).

•

“Equity Consideration” means the Closing Equity Consideration and the Specified Equity Adjustment Amount.

•

“Excluded Assets” means (a) all assets and properties of the EDR Group (and the Transferred Entities) as of immediately prior to the Closing (after giving effect to the Pre-Closing Restructuring) that are not Transferred Assets, (b) any and all causes of action, lawsuits, judgments, actions, claims and demands

of any nature available to or being pursued by the EDR Parties or any of their affiliates (including counterclaims) and defenses against third parties to the extent primarily relating to any of the Excluded Liabilities, and (c) any and all rights of the EDR Parties pursuant to the Transaction Agreement or any Ancillary Agreement.

•

“Excluded EDR Businesses” means all the businesses and other activities conducted by the EDR Group and their affiliates as of the date of the execution of the Transaction Agreement and as of the Closing, other than the Businesses.

•

“Excluded Employee Liabilities” means any and all Employee Liabilities (other than Assumed Employee Liabilities) (i) arising out of, relating to, resulting from, or with respect to, the employment or engagement or termination of employment or engagement of any current or former officer, director, employee or other service provider of the EDR Group or any of its affiliates, whenever incurred, (ii) arising out of, relating to, resulting from, or with respect to, any EDR Plan or other “employee benefit plan” (as such term is defined in ERISA Section 3(3), whether or not subject to ERISA) sponsored, maintained, contributed to or established by any member of the EDR Group or any of its affiliates (other than Assumed Benefit Plans), in either case, whenever incurred, and (iii) expressly retained or assumed by the Remaining EDR Group in accordance with the Transaction Agreement.

•

“Excluded Liabilities” means any and all Liabilities of the EDR Group or the Transferred Entities other than Transferred Liabilities, and for the avoidance of doubt including (i) any and all Specified Excluded Liabilities, (ii) Transaction Expenses (as defined in the Transaction Agreement), (iii) the Excluded Employee Liabilities and (iv) any and all obligations of the EDR Parties pursuant to the Transaction Agreement or any Ancillary Agreement, in each case regardless of (a) when or where such Liabilities arose or arise (whether arising before, on or after the Closing Date), (b) where or against whom such Liabilities are asserted or determined and (c) which entity is named in any action associated with any Liability. In no event will Excluded Liabilities include Liabilities for taxes (other than taxes included in clause (ii) or (iii)).

•

“Former Service Provider” means each individual who previously was employed or engaged by (i) any of the Transferred Entities, or (ii) any member of the EDR Group whose duties or responsibilities primarily related to the Businesses.

•

“GAAP” means United States generally accepted accounting principles, consistently applied.

•

“Inactive Employee” means any Business Employee to whom TKO or one of its affiliates is required to make an offer of employment pursuant to the Transaction Agreement, who as of the Closing Date (or, with respect to Corporate Business Employees, the last day of the period from the Closing Date until a date mutually agreed between the parties in good faith) is on an approved leave of absence from work with the EDR Parties or their affiliates (excluding any vacation or other paid time off or other short term leave of absence) and is eligible to return to active service in the future under an applicable policy of the EDR Parties or their affiliates or applicable law.

•

“Intellectual Property” means all intellectual property rights of every kind throughout the world, whether registered or not, including all U.S. and ex-U.S. (a) patents and patent applications and all reissues, divisionals, re-examinations, renewals, extensions, substitutions, provisionals, continuations and continuations-in-part thereof and equivalent or similar rights in inventions and discoveries anywhere in the world, (b) trademarks, service marks, trade names, trade dress, logos and slogans and other similar designations of source or origin, together with the goodwill associated therewith, (c) copyrights and intellectual property rights in copyrightable subject matter, including copyrights in computer software, data and database rights and the benefit of contractual waivers of moral rights, (d) registered domain names, social media accounts, Internet and World Wide Web URLs or addresses, (e) trade secrets and all other intellectual property rights in confidential and proprietary information,

ideas, proprietary processes, formulae, models and methodology, inventions and invention disclosures and know-how (“Trade Secrets”) and (f) rights in priority, registrations and applications for registration of the foregoing, in each case whether registered or unregistered and any equivalent rights to any of the foregoing in any jurisdiction.

•

“Issuance” means, upon the terms and subject to the conditions of the Transaction Agreement, at the Closing and substantially concurrently with the Contribution, the issuance by TKO PubCo to each EDR Party, and the purchase by each EDR Party from TKO PubCo, of a number of shares of TKO PubCo Class B Common Stock equal to the number of TKO Common Units issued to such EDR Party in connection with the Contribution as described in the Transaction Agreement in exchange for cash in an amount equal to the aggregate par value of such shares of TKO PubCo Class B Common Stock.

•

“Labor Agreement” means any collective bargaining, neutrality, works council, or other labor-related agreement.

•

“Liability” means any and all indebtedness, liabilities, guarantees, assurances, commitments, and obligations of any kind or nature, whether accrued or fixed, absolute or contingent, known or unknown, matured or unmatured, due or to become due, reflected on a balance sheet or otherwise, whenever or however arising, including but not limited to those arising under any law or governmental order, contract or tort based on negligence or strict liability.

•

“OLE Facility” means that certain Revolving Credit Agreement, dated as of February 27, 2020 (as amended by Amendment No. 1 to the Credit Agreement, dated as of August 12, 2021 and Amendment No. 2 to the Credit Agreement, dated as of June 29, 2023), by and among Endeavor OLE Buyer, LLC, On Location Events, LLC, PrimeSport Holdings, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.

•

“Permitted Liens” means (a) liens for taxes not yet due and payable or the validity or amount of which is being contested in good faith through appropriate proceedings and for which adequate reserves have been recorded in accordance with GAAP, (b) mechanics’, carriers’, workers’, repairers’ and other similar liens arising or incurred in the ordinary course of business and the amounts of which are not yet due and payable, or the validity or amount of which is being contested in good faith through appropriate proceedings and for which appropriate reserves have been established in accordance with GAAP, or pledges, deposits or other liens securing the performance of bids, trade contracts, leases or statutory obligations arising under workers’ compensation, unemployment insurance or other social security legislation, (c) zoning, entitlement, conservation restriction and other land use and environmental regulations by governmental authorities which are not violated by and do not materially interfere with the present use of the assets of the Businesses, (d) all covenants, conditions, restrictions, easements, rights-of-way or other documents (i) identified on title policies to the extent such title policies have been made available to the TKO Parties or (ii) which do not materially interfere with the present use or operation of the transferred owned real property or the transferred leased real property, (e) liens securing payment, or other obligations, of the EDR Group with respect to any indebtedness to the extent terminated or repaid in its entirety in connection with the Closing, (f) liens associated with any capital lease obligations of the Businesses, (g) liens referred to in the financial statements of the Businesses delivered to the TKO Parties in connection with the execution of the Transaction Agreement, (h) with respect to the Transferred Equity Interests, restrictions under applicable securities laws, (i) non-exclusive licenses of intellectual property entered into in the ordinary course of business, (j) liens with respect to equity interests in TWI JVs pursuant to the governing documents of such TWI JVs (to the extent such agreements are made available to the TKO Parties) and (k) liens described on the EDR Parties’ confidential disclosure letter delivered concurrently with the execution of the Transaction Agreement.

•

“Pre-Closing Restructuring” means the certain restructuring plan as set forth in the EDR Parties’ confidential disclosure letter delivered concurrently with the execution of the Transaction Agreement.

•

“Public Stockholders” means all of the holders of the issued and outstanding TKO PubCo Shares, excluding the Specified Stockholders and their respective affiliates.

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“Remaining EDR Group” means each member of the EDR Group other than the Transferred Entities.

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“Specified Equity Adjustment Amount” means a number of TKO Common Units having an aggregate value of $50,000,000 (based on the VWAP of TKO PubCo Class A Common Stock for the twenty five (25) trading days ending on October 23, 2024).

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“Specified Equity Interests” means (a) any capital stock partnership or membership interests, unit of participation or other similar interest (however designated) and (b) any option, warrant, purchase right, conversion right, exchange right, equity appreciation right, profits interest or phantom stock or equity right or other contract which would entitle any other person to acquire any such interest in any other person, in each case, held by any of the EDR Parties or the Transferred Entities in any of TWI JVs, and any debt securities issued by, debt incurred by (and evidence thereof including notes payable) or accounts payable of any TWI JVs that are held by any of the EDR Parties or the Transferred Entities.

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“Specified Excluded Liabilities” means all Liabilities relating to, resulting from or arising out of the matters set forth in the EDR Parties’ confidential disclosure letter delivered concurrently with the execution of the Transaction Agreement.

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“TKO Benefit Plan” means each employment, consulting, retirement, pension, deferred compensation, medical, dental, disability, life, severance, vacation, incentive bonus and equity based compensation plan, program, agreement or arrangement that is sponsored or maintained by the TKO Parties or their subsidiaries or pursuant to which the TKO Parties or their subsidiaries currently have any obligation, in each case, in which any of their current employees (or dependent thereof) is eligible to participate or receive benefits (whether or not an “employee benefit plan” within the meaning of Section 3(3) of ERISA), excluding (a) any plan, program or agreement required by, or sponsored or maintained in whole or in part by, any governmental authority, (b) any “multiemployer plan” (as defined in Section 3(37) of ERISA), (c) any individual employment agreement, offer letter or similar contract that does not provide for severance or any other termination-based obligations (except as required by law) or is terminable on not more than sixty (60) days’ prior notice, and (d) any individual employment contract for any Business Employee situated outside of the United States.

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“TKO Common Units” means the limited liability company interests of TKO.

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“TKO OpCo LLC Agreement” means that the Fourth Amended and Restated Limited Liability Company Agreement of TKO, dated as of September 12, 2023, as may be amended, modified or restated from time to time in accordance with the terms thereof and of the Transaction Agreement.

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“TKO Services Agreement” means that certain Services Agreement, by and between EDR and TKO, dated as of September 12, 2023, as may be amended, restated, supplemented or otherwise modified from time to time.

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“Transaction Documents” means the Transaction Agreement and the Ancillary Agreements.

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“Transferred Assets” means any and all right, title and interest in the following assets and properties of the EDR Group (and the Transferred Entities):

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all assets and properties related to or in respect of any Assumed Benefit Plan;

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the Specified Equity Interests;

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any portion of accounts and notes receivable (other than any intercompany receivables) to the extent related to the Businesses (for the avoidance of doubt, excluding accounts and notes receivable to the extent related to the Excluded EDR Businesses) (or otherwise taken into account in the determination of the net working capital of the Businesses at the Closing);

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any and all rights expressly allocated to the TKO Parties or any Transferred Entity pursuant to the Transaction Agreement or any Ancillary Agreement, including the Pre-Closing Restructuring steps (as may be amended or modified in accordance with the Transaction Agreement);

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the goodwill of the Businesses;

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any transferred leased real property and transferred owned real property;

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all permits required for the conduct of the Businesses as it is currently conducted (the “TWI Permits”);

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the corporate and compliance books and records (including Transferred Employee Records (provided that the Remaining EDR Group will be entitled to retain a copy of the Transferred Employee Records)) of the Transferred Entities; and

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if, and to the extent, the type of asset (including any contract or information) is not addressed in the bullets above, any and all assets that are primarily related to the Businesses.

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“Transferred Employee Records” means all employee or personnel records or files in possession of or controlled by the Transferred Entities or the EDR Group and to the extent related to any transferred employee, but excluding any such records or files the transfer of which would be prohibited by applicable law or that relate to any Excluded Employee Liabilities. For the avoidance of doubt, no employee or personnel records or files related to any transferred employee will constitute Transferred Employee Records unless and until such Business Employee’s transfer time.

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“Transferred Entities” means TWI and the Persons set forth in the EDR Parties’ confidential disclosure letter delivered concurrently with the execution of the Transaction Agreement (which may be updated after the date of execution of the Transaction Agreement prior to the Closing with the prior written consent of the TKO Parties, not to be unreasonably withheld, conditioned or delayed). For the avoidance of doubt, Transferred Entities shall not include TWI JVs.

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“Transferred Intellectual Property” means all Intellectual Property included in the Transferred Assets.

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“Transferred Liabilities” means (i) any and all Liabilities of the EDR Group and Transferred Entities, in each case to the extent related to, arising out of or resulting from the Businesses (including the Assumed Employee Liabilities), (ii) any and all obligations of the Transferred Entities pursuant to the Transaction Agreement or any Ancillary Agreement, and (iii) certain transferred actions, in each case regardless of (a) when or where such Liabilities arose or arise (whether arising before, on or after the Closing Date), (b) where or against whom such Liabilities are asserted or determined and (c) which entity is named in any action associated with any Liability, in each case of clauses (i)-(iii), excluding certain specified Excluded Liabilities and Liabilities for taxes.

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“TWI JV” means a non-wholly owned legal entity, joint venture, partnership, minority investment or similar arrangement in respect of which the EDR Group’s (including the Transferred Entities’) equity interests or other rights constitute a Transferred Asset or to which any Transferred Entity is otherwise a party.

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“TWI-Controlled JV” means a TWI JV that is a subsidiary of the EDR Parties as set forth in the EDR Parties’ confidential disclosure letter delivered concurrently with the execution of the Transaction Agreement.

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“WWE/UFC Transactions” means collectively, the transactions pursuant to the transaction agreement, dated as of April 2, 2023, by and among EDR, EOC, TKO, WWE, TKO PubCo, and Whale Merger Sub Inc. (“Merger Sub”) pursuant to which: (i) WWE undertook certain internal restructuring steps; (ii) Merger Sub merged with and into WWE (the “Merger”), with WWE surviving the Merger (the “Surviving Entity”) and becoming a direct wholly owned subsidiary of TKO PubCo; (iii) immediately following the Merger, TKO PubCo caused the Surviving Entity to be converted into a Delaware limited

liability company (“WWE LLC”) and TKO PubCo became the sole managing member of WWE LLC (the “Conversion”); and (iv) following the Conversion, TKO PubCo (x) contributed all of the equity interests of WWE LLC to TKO in exchange for 49% of the membership interests in TKO on a fully diluted basis, and (y) issued to EOC and certain of EDR’s other subsidiaries a number of shares of TKO PubCo Class B Common Stock representing, in the aggregate, approximately 51% of the total voting power of TKO PubCo’s stock on a fully-diluted basis, in exchange for a payment equal to the par value of such TKO PubCo Class B Common Stock.

SUMMARY

This summary highlights selected information in this Information Statement and may not contain all of the information about the Transaction that is important to you. You should carefully read this Information Statement in its entirety, including the annexes hereto and the other documents to which we have referred you, for a more complete understanding of the Transaction. You may obtain, without charge, copies of documents incorporated by reference into this Information Statement by following the instructions under the section entitled “Where You Can Find Additional Information” beginning on page 127.

The Parties to the Transaction Agreement (page 23)

TKO Parties. TKO PubCo is a premium sports and sports entertainment company. TKO PubCo includes UFC, the world’s premier mixed martial arts organization, and WWE, the recognized global leader in sports entertainment. Together, TKO PubCo’s organizations reach more than 1 billion households in approximately 210 countries and territories, and TKO PubCo organizes more than 300 live events year-round, attracting more than two million fans. TKO PubCo’s stock is traded on the NYSE under the ticker symbol “TKO.” TKO is a Delaware limited liability company and direct subsidiary of TKO PubCo. The TKO Parties’ principal executive offices are located at 200 Fifth Avenue, 7^th Floor, New York, New York 10010 and their telephone number is (646) 558-8333.

EDR Parties. EOC is a Delaware limited liability company and indirect subsidiary of Endeavor Group Holdings, Inc. (“EDR”). EOC’s principal executive offices are located at 9601 Wilshire Boulevard, Beverly Hills, CA 90210 and its telephone number is (310) 285-9000. IMG Worldwide is a Delaware limited liability company and indirect subsidiary of EOC. IMG Worldwide’s principal executive offices are located at 11 Madison Avenue, New York, NY 10010 and its telephone number is (212) 586-5100.

TWI. TWI is a Delaware limited liability company and wholly owned subsidiary of IMG Worldwide and indirect subsidiary of EOC. Its principal executive offices are located at 11 Madison Avenue, New York, NY 10010 and its telephone number is (212) 586-5100.

For more information, see the section entitled “The Parties to the Transaction” beginning on page 23.

The Transaction (page 24)

On October 23, 2024, the TKO Parties entered into the Transaction Agreement with the EDR Parties and TWI. The Transaction Agreement provides that, subject to the terms and conditions set forth therein, at the Closing the EDR Parties will directly or indirectly contribute assign and transfer to TKO the Businesses, in exchange for 26,139,590 TKO Common Units having an aggregate value of $3.25 billion (based on the volume-weighted average stock price of TKO PubCo Class A Common Stock for the twenty five (25) trading days ending on October 23, 2024), and will subscribe for an equivalent number of corresponding shares of TKO PubCo Class B Common Stock, subject to certain customary purchase price adjustments to be settled at the Closing in equity and cash.

For more information, see the sections entitled “The Transaction Agreement — Transaction Structure and Consideration” and “The Transaction Agreement — Separation Matters” beginning on pages 68 and 80, respectively.

Recommendation of the Special Committee; Reasons for the Transaction (page 43)

forth therein, are advisable, fair to and in the best interests of TKO PubCo and the Public Stockholders. The Special Committee further recommended that the Board (a) determine that the Transaction Agreement, the Ancillary Agreements and Transaction are fair to and in the best interests of TKO PubCo and its stockholders, including the Public Stockholders, (b) approve and declare advisable the Transaction Agreement, the Ancillary Agreements and Transaction, (c) authorize and approve the execution, delivery and performance by TKO PubCo of the Transaction Agreement, the Ancillary Agreements and Transaction upon the terms and subject to the conditions set forth therein and (d) recommend the adoption and approval of the Transaction Agreement, the Ancillary Agreements and Transaction to the stockholders of TKO PubCo.

For more information, see the sections entitled “The Transaction — Recommendation of the Special Committee; Reasons for the Transaction” beginning on page 43.

Recommendation of the TKO PubCo Board(page 45)

At a meeting held on October 23, 2024, acting upon the Special Committee Recommendation, the independent directors, WWE Designees and full Board (including on behalf of the TKO PubCo in its capacity as managing member of TKO) unanimously (a) determined that the terms and conditions of the Transaction Agreement, the Ancillary Agreements and the Transaction, are advisable, fair to and in the best interests of TKO PubCo and its stockholders, including the Public Stockholders, (b) approved and declared advisable the Transaction Agreement, the Ancillary Agreements, and the Transaction, (c) authorized and approved the execution, delivery and performance by TKO PubCo of the Transaction Agreement and Ancillary Agreements and the consummation of the Transaction, upon the terms and subject to the conditions set forth therein and (d) recommended the adoption and approval of the Transaction Agreement and the consummation of the Transaction by the stockholders of TKO PubCo.

For more information, see the sections entitled “The Transaction — Recommendation of the TKO PubCo Board” beginning on page 45.

Required Stockholder Approval for the Transaction (page 45 and Annex B)

Under Section 228 of the DGCL and the TKO PubCo Certificate of Incorporation, the adoption of the Transaction Agreement, including the Transaction, required the affirmative vote of the holders of a majority of the voting power of the TKO PubCo Shares issued and outstanding. Under Section 312.03 of the NYSE Listed Company Manual stockholder approval is required prior to the issuance of TKO PubCo Shares, or of securities convertible into TKO PubCo Shares, in any transaction or series of related transactions to a director, officer, controlling shareholder or member of a control group or any other “substantial security holder” of TKO PubCo if the number of TKO PubCo Shares, or the number of TKO PubCo Shares into which the securities may be converted, exceeds one percent (1%) of the voting power of TKO PubCo before such issuance. Because the TKO PubCo Shares to be issued to the EDR Parties, who are considered a “controlling shareholder” of TKO PubCo under Section 312.03 of the NYSE Listed Company Manual, pursuant to the Transaction Agreement, including the Transaction, exceeds one percent (1%) of the number of TKO PubCo Shares outstanding before the issuance, stockholder approval is required.

As of October 23, 2024, the record date for determining stockholders of TKO PubCo entitled to vote on the adoption of the Transaction Agreement, there were 81,149,604 shares of TKO PubCo Class A Common Stock and 89,616,891 shares of TKO PubCo Class B Common Stock outstanding. TKO Common Units, other than TKO Common Units held by TKO PubCo, are redeemable from time to time at each holder’s option for, at TKO PubCo’s election, newly issued shares of TKO PubCo Class A Common Stock on a one-for-one basis, subject to certain conditions. When a TKO Common Unit is exchanged by a holder thereof, a corresponding share of TKO PubCo Class B Common Stock will be cancelled. Holders of TKO PubCo Class A Common Stock and TKO

PubCo Class B Common Stock are entitled to one vote for each share held of record, in each case on all matters on which stockholders are entitled to vote generally, including adoption of the Transaction Agreement and approval of the Transaction.

As of October 23, 2024, (a) WME IMG, on such date, beneficially owned 1,642,970 shares of TKO PubCo Class A Common Stock, (b) EOC, on such date, beneficially owned 75,412,059 TKO Common Units (and an equal number of TKO PubCo Class B Common Stock), (c) January HoldCo, on such date, beneficially owned 7,662,799 TKO Common Units (and an equal number of TKO PubCo Class B Common Stock) and (d) January Sub, on such date, beneficially owned 6,542,033 TKO Common Units (and an equal number of TKO PubCo Class B Common Stock). On October 23, 2024, following the execution of the Transaction Agreement, the Specified Stockholders, who collectively beneficially owned a majority of the aggregate voting power of the outstanding TKO PubCo Shares entitled to vote thereon, executed the Stockholder Approval and delivered the related Written Consent. No further action by any other TKO PubCo stockholder is required under applicable law or the Transaction Agreement (or otherwise) in connection with the adoption of the Transaction Agreement. As a result, TKO PubCo is not soliciting your vote for the adoption of the Transaction Agreement or approval of the Transaction and will not call a stockholders’ meeting for purposes of voting on the adoption of the Transaction Agreement or approval of the Transaction. No action by the stockholders of TKO PubCo is required to complete the Transaction and all requisite corporate action by and on behalf of the TKO Parties and the EDR Parties required to complete the Transaction has already been taken. If the Transaction Agreement is terminated in accordance with its terms, the Written Consent will be of no further force and effect.

When actions are taken by the written consent of less than all of the stockholders entitled to vote on a matter, the DGCL requires notice of the action be given to those stockholders who did not consent in writing to the action and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the record date for the action by consent. This Information Statement and the notice attached hereto constitute notice to you from TKO PubCo of the adoption of the Transaction Agreement by the Written Consent as required by the DGCL.

For more information, see the section entitled “The Transaction — Required Stockholder Approval of the Transaction” beginning on page 45.

Opinion of Financial Advisor to the TKO PubCo Special Committee (Moelis) (page 46 and Annex C)

Moelis & Company LLC (“Moelis”) delivered its oral opinion to the Special Committee, subsequently confirmed in writing, to the effect that, as of October 23, 2024, and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken as set forth in Moelis’ written opinion, (i) the Closing Consideration to be paid by TKO and (ii) the Issuance by TKO PubCo, in each case in the Transaction (together, the “Transaction Consideration”) was fair, from a financial point of view, to TKO PubCo.

The full text of Moelis’ written opinion dated October 23, 2024, which sets forth the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken in connection with the opinion, is attached as Annex C to this Information Statement and is incorporated herein by reference. Moelis’ opinion was provided for the use and benefit of the Special Committee (solely in its capacity as such) in its evaluation of the Transaction. Moelis’ opinion was limited solely to the fairness from a financial point of view of the Transaction Consideration to be paid by the TKO Parties in the Transaction and does not address TKO PubCo’s underlying business decision to effect the Transaction or the relative merits of the Transaction as compared to any alternative business strategies or transactions that might be available to TKO PubCo and does not address any legal, regulatory, tax or accounting matters. Moelis’ opinion does not constitute a recommendation as to how any holder of any class of securities should vote or act with respect to the Transaction or any other matter.

For more information, see the section entitled “The Transaction — Opinion of Financial Advisor to the TKO PubCo Special Committee (Moelis)” beginning on page 46, in addition to Annex C.

The Transaction Agreement (page 68 and Annex A)

Conditions to Closing (page 89)

The obligation of the EDR Parties and the TKO Parties to consummate the Transaction is subject to the satisfaction (or written waiver by the EDR Parties and the TKO Parties, if permissible by law) at or prior to the Closing, of the following conditions:

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the receipt of the TKO Stockholder Approval, which occurred when the Specified Stockholders delivered the Written Consent on October 23, 2024, shortly after the execution of the Transaction Agreement;

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this Information Statement having been mailed to TKO PubCo’s stockholders and at least twenty (20) calendar days having elapsed since the completion of such mailing;

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obtaining all regulatory approvals required under the Transaction Agreement; and

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the absence of any order, writ, judgment, injunction, decree, ruling, stipulation, directive, assessment, subpoena, verdict, determination or award issued, promulgated or entered, by or with any federal, national, foreign, international, state, local, supranational or other government, governmental, regulatory or administrative authority, agency, instrumentality, or commission or any court, tribunal, or judicial or arbitral body of competent jurisdiction that has the effect of making the Transaction illegal or otherwise restraining or prohibiting the consummation of the Transaction;

The obligations of the EDR Parties to consummate the Transaction are further subject to the satisfaction or waiver by the EDR Parties (where permissible), at or prior to the Closing, of the following conditions:

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certain capitalization representations (in each case, other than for inaccuracies that are de minimis in amount or effect) being true and correct in all respects as of the Closing, as if made as of such date;

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the absence of any TKO Material Adverse Effect between June 30, 2024 and the date of execution of the Transaction Agreement being true and correct in all respects;

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the TKO Parties’ organization, good standing and qualification to do business, the absence of brokers, finders or investment bankers entitled to any fee or commission in connection with the Transaction (other than as set forth on the TKO Parties’ confidential disclosure letter delivered concurrently with the execution of the Transaction Agreement), and the TKO Parties’ solvency, in each case, being true and correct in all material respects as of the Closing, as if made at such time, except to the extent such representation or warranty expressly relates to a specified date (in which case at and as of such specified date);

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no TKO Material Adverse Effect (as defined in the section entitled “The Transaction Agreement —Representations and Warranties” beginning on page 69) having occurred since the date of execution of the Transaction Agreement;

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each of the other representations and warranties of the TKO Parties set forth in the Transaction Agreement and not specified above being true and correct in all respects as of the Closing, as if made at such time (except to the extent such representation or warranty expressly relates to a specified date (in which case at and as of such specified date), and without regard to any materiality, TKO Material Adverse Effect or other similar qualification contained therein, except where such failures to be true and correct would not have a TKO Material Adverse Effect; and

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the TKO Parties having performed and complied in all material respects with the covenants and obligations required by the Transaction Agreement to be performed or complied with by them at or prior to Closing.

The obligations of the TKO Parties to consummate the Transaction are further subject to the satisfaction or waiver by the TKO Parties (where permissible), at or prior to the Closing, of the following conditions:

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the absence of any Business Material Adverse Effect between June 30, 2024 and the date of execution of the Transaction Agreement being true and correct in all respects;

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the EDR Parties’ organization, good standing and qualification to do business, and the absence of brokers, finders or investment bankers entitled to any fee or commission in connection with the Transaction (other than as set forth on the EDR Parties’ confidential disclosure letter delivered concurrently with the execution of the Transaction Agreement), in each case, being true and correct in all material respects as of the Closing, as if made at such time, except to the extent such representation or warranty expressly relates to a specified date (in which case at and as of such specified date);

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no Business Material Adverse Effect (as defined in the section entitled “The Transaction Agreement —Representations and Warranties” beginning on page 69) having occurred since the date of execution of the Transaction Agreement;

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each of the other representations and warranties of the EDR Parties set forth in the Transaction Agreement and not specified above being true and correct in all respects as of the Closing, as if made at such time (except to the extent such representation or warranty expressly relates to a specified date (in which case at and as of such specified date), and without regard to any materiality, Business Material Adverse Effect or other similar qualification contained therein, except where such failures to be true and correct would not have a Business Material Adverse Effect;

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the EDR Parties having performed and complied in all material respects with the covenants and obligations required by the Transaction Agreement to be performed or complied with by them at or prior to Closing; and

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the Pre-Closing Restructuring having been consummated in accordance with the terms set forth in the Transaction Agreement.

For more information, see the section entitled “The Transaction Agreement — Conditions to Closing” beginning on page 89.

Termination of the Transaction Agreement (page 91)

The Transaction Agreement may be terminated, and the Transaction may be abandoned:

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by mutual written consent of TKO and the EDR Parties at any time prior to the Closing;

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by either TKO or the EDR Parties, by written notice to the other, if:

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the Closing has not occurred on or before September 23, 2025 (the “Outside Date”), other than as a result of a breach of a representation, warranty, covenant or agreement on the part of the terminating party set forth in the Transaction Agreement that prevents the satisfaction of any of the conditions to the Closing or prevents the Closing from occurring when required pursuant to the Transaction Agreement; provided, that if the relevant regulatory approvals and governmental authority approvals related to such regulatory approvals have not been satisfied by the Outside

Date, but all other conditions to the Closing have been satisfied or are capable of being satisfied at such time (including, for the avoidance of doubt, the completion of the Pre-Closing Restructuring), the Outside Date will automatically be extended by an additional ninety (90) days (the “Extended Outside Date”); or

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consummation of the Transaction is enjoined or prohibited by the terms of a final, non-appealable order or judgment of a court of competent jurisdiction;

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by TKO:

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by written notice to the EDR Parties, if an EDR Party has breached or failed to perform any of its representations, warranties, covenants or agreements contained in the Transaction Agreement, which breach or failure to perform (i) would cause any conditions to the obligations of the TKO Parties to consummate the Transaction not to be satisfied and (ii) either (A) cannot be cured or (B) has not been cured prior to the Outside Date or the Extended Outside Date, as applicable; provided, that the TKO Parties are not then in material breach of the Transaction Agreement; or

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prior to the delivery to TKO PubCo of duly executed countersignature pages to the Written Consent from all of the Specified Stockholders, if duly executed countersignature pages to the Written Consent have not been delivered to TKO PubCo within twelve (12) hours after the execution and delivery of the Transaction Agreement;

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by the EDR Parties, by written notice to TKO, if:

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either TKO Party has breached or failed to perform in respect of any of its representations, warranties, covenants or agreements contained in the Transaction Agreement, which breach or failure to perform (i) would cause any conditions to the obligations of the EDR Parties and TWI to consummate the Transaction not to be satisfied and (ii) either (A) cannot be cured or (B) has not been cured prior to the Outside Date or the Extended Outside Date, as applicable; provided, that neither of the EDR Parties is then in material breach of the Transaction Agreement.

In the event of termination of the Transaction Agreement, the Transaction Agreement becomes void and has no effect, without any liability on the part of any party thereto or its respective affiliates, officers, directors or equity holders, other than (i) the liability of the TKO Parties or the EDR Parties, as the case may be, or any intentional and willful breach of any covenant under the Transaction Agreement occurring prior to such termination and (ii) the liability of either party hereto for fraud, including, in each case, liability for any and all damages, costs, expenses, liabilities or other losses of any kind incurred or suffered by the non-breaching party in respect thereof.

For more information, see the section entitled “The Transaction Agreement — Termination of the Transaction Agreement” beginning on page 91.

Ancillary Agreements (page 93)

Transition Services Agreement (page 93 and Annex D)

At the Closing of the Transaction, certain of the EDR Parties, TWI and certain of the TKO Parties will enter into a Transition Services Agreement (the “Transition Services Agreement”). Pursuant to the Transition Services Agreement, (i) the EDR Parties agree to provide, or cause to be provided, to TWI, the Transferred Entities and the TKO Parties certain services of a type provided by the EDR Parties or the Remaining EDR Group to the business of TWI and the TKO Parties (as applicable) prior to the Closing of the Transaction, and (ii) TWI agrees to provide, or cause to be provided, to the EDR Parties and the Remaining EDR Group certain services of a type provided by TWI or the Transferred Entities to the business of the EDR Parties prior to the Closing of the Transaction.

For more information, see the section entitled “Ancillary Agreements — Transition Services Agreement” beginning on page 93.

Trademark License Agreement (page 93 and Annex E)

At the Closing of the Transaction, certain affiliates of the Remaining EDR Group and certain affiliates of the TKO Parties will enter into a Trademark License Agreement (the “Trademark License Agreement”). Pursuant to the Trademark License Agreement, the TKO Parties’ affiliate(s) will grant certain licenses to the Remaining EDR Group’s affiliate(s) under certain trademarks which were used in the businesses of the Remaining EDR Group prior to the Closing. Use of the licensed trademarks by the Remaining EDR Group’s affiliate(s) and its sublicensees is subject to customary quality control measures.

For more information, see the section entitled “Ancillary Agreements — Trademark License Agreement” beginning on page 93.

General Effect on Rights of Existing Security Holders (page 65)

The Transaction will dilute the ownership and voting interests of TKO PubCo’s existing stockholders. It is currently expected that approximately 26,139,590 shares of TKO PubCo Class B Common Stock will be issued to the EDR Parties at the closing of the Transaction. The holders of TKO PubCo Class B Common Stock are entitled to one vote per share. Therefore, the ownership and voting interests of TKO PubCo’s existing stockholders will be proportionally reduced.

Interests of TKO PubCo’s Directors and Executive Officers in the Transaction (page 65)

Certain of TKO PubCo’s directors and executive officers may have interests in the Transaction that may be different from, or in addition to, the interests of TKO PubCo’s stockholders generally. These interests may present actual or potential conflicts of interest and you should be aware of these interests. The members of the Board and the Special Committee were aware of these interests and considered them, among other matters, in approving the Transaction Agreement and the Transaction. These interests are described in the section entitled “The Transaction — Interests of TKO PubCo’s Directors and Executive Officers in the Transaction” beginning on page 65.

Governing Law (page 92)

Except as otherwise provided therein, the Transaction Agreement will be governed by, and construed in accordance with, the laws of the State of Delaware, without regarding to any choice or conflict of law provision or rule.

No Appraisal or Dissenters’ Rights (page 121)

Under the DGCL and the TKO PubCo Certificate of Incorporation and Amended and Restated Bylaws of TKO PubCo (as may be amended, modified or restated from time, the “TKO PubCo Bylaws”), the holders of shares of TKO PubCo Class A Common Stock or TKO PubCo Class B Common Stock, in respect of their shares of TKO PubCo Class A Common Stock or TKO PubCo Class B Common Stock, as applicable, are not entitled to appraisal or dissenters’ rights in connection with the Transaction.

Accounting Treatment of the Transaction (page 67)

significant financial and operating decisions currently and will continue to after the Closing of the Transaction. The EDR Parties also currently own, consolidate and control the Businesses that TKO is acquiring, resulting in TKO PubCo and the Businesses being under common control. The Transaction will be accounted for as a common control business combination whereby TKO PubCo, as the acquirer, will record the purchase of the Businesses at historical carrying value on the Closing Date. The operating results of the Businesses will require retrospective combination in TKO PubCo’s financial statements beginning with the earliest period presented. For combined financial information giving effect to the Transaction, see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 106.

Regulatory Approvals (page 67)

Under applicable foreign antitrust laws and foreign investment laws, certain transactions, including the Transaction, may not be completed until any requisite consent, non-action or expiration of any applicable waiting period is obtained. All filings required as of the date of this Information Statement under applicable foreign antitrust laws and foreign investment laws in respect of the Transaction were made as of December 4, 2024.

As of the date of this Information Statement, the parties have not received all of the consents (including nonaction or expiration or termination of any applicable waiting period) under the antitrust laws and foreign investment laws required by the Transaction Agreement.

For more information, see the section entitled “The Transaction — Regulatory Approvals” beginning on page 67.

Additional Information

You can find more information about TKO PubCo in the periodic reports and other information we file with the SEC. The information is available at the website maintained by the SEC at www.sec.gov.

For more information, see the section entitled “Where You Can Find Additional Information” beginning on page 127.

QUESTIONS AND ANSWERS ABOUT THE TRANSACTION

The following questions and answers are intended to briefly address commonly asked questions as they pertain to the Transaction Agreement and the Transaction. These questions and answers may not address all questions that may be important to you as a TKO PubCo stockholder. Please refer to the section entitled “Summary” beginning on page 9 and the more detailed information contained elsewhere in this Information Statement, the annexes to this Information Statement and the documents referred to or incorporated by reference in this Information Statement, each of which you should read carefully. You may obtain additional information, which is incorporated by reference in this Information Statement, without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 127.

Q.	*Why am I being sent this Information Statement?*

The purpose of this Information Statement is to inform TKO PubCo’s stockholders that on October 23, 2024, the Specified Stockholders, holders of approximately 53.4% of the total outstanding TKO PubCo Shares, acted by written consent in lieu of a special meeting of stockholders to approve the Transaction Agreement, including the Transaction.

Q.	*What is the proposed Transaction?*

The Transaction Agreement provides that, subject to the terms and conditions set forth therein, at the Closing, the EDR Parties will directly or indirectly contribute, assign and transfer to TKO the Businesses, in exchange for 26,139,590 TKO Common Units, having an aggregate value of $3.25 billion (based on the volume-weighted average stock price of TKO PubCo Class A Common Stock for the twenty five (25) trading days ending on October 23, 2024), and will subscribe for an equivalent number of corresponding shares of TKO PubCo Class B Common Stock, subject to certain customary purchase price adjustments to be settled at the Closing in equity and cash. Shortly after the execution of the Transaction Agreement, the Specified Stockholders delivered the Written Consent approving the Transaction Agreement, including the Transaction.

A copy of the Transaction Agreement and the Written Consent are included as Annex A and Annex B to this Information Statement, respectively.

Q.	*Do I need to consent or submit a proxy in relation to the Transaction Agreement, including the Transaction?*

A.	No. TKO PubCo is not soliciting your consent or proxy in connection with the Transaction Agreement, including the Transaction, and no consents or proxies are requested from TKO PubCo stockholders.

Q.	*Am I entitled to appraisal rights?*

No. The holders of shares of TKO PubCo Class A Common Stock or TKO PubCo Class B Common Stock, in respect of their shares of TKO PubCo Class A Common Stock or TKO PubCo Class B Common Stock are not entitled to dissenters’ rights or to demand appraisal of, or to receive payment for, their TKO PubCo Shares under the DGCL in connection with the Transaction Agreement, including the Transaction.

Q.	*When do you expect the Transaction to be completed?*

The TKO Parties, the EDR Parties and TWI are working to complete the Transaction as quickly as possible. TKO PubCo anticipates that the Transaction will be completed in the first half of 2025. However, there can be no assurances that the Transaction will be completed at all, or if completed, that it will be completed by such time. In order to complete the Transaction, a number of closing conditions under the Transaction Agreement must be either satisfied or waived. See the section entitled “The Transaction Agreement — Conditions to Closing” beginning on page 89.

Q.	*What are the material U.S. federal income tax consequences of the Transaction to holders shares of TKO PubCo Class A Common Stock or TKO PubCo Class B Common Stock?*

The holders of shares of TKO PubCo Class A Common Stock or TKO PubCo Class B Common Stock will not sell, exchange or dispose of any shares of TKO PubCo Class A Common Stock or TKO PubCo Class B Common Stock in the Transaction. Thus, holders or TKO Class A Common Stock and TKO PubCo Class B Common Stock should not recognize gain or loss or incur other material stockholder-level U.S. federal income tax consequences as a result of the Transaction.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Information Statement, and the documents to which we refer you in this Information Statement, contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally include statements regarding the Potential Transaction (as defined below) between the TKO Parties, the EDR Parties and TWI, including statements regarding the expected impacts and benefits of the Potential Transaction, the expected timetable for completing the Transaction, future financial and operating results, general business outlook and any other statements about the future expectations, beliefs, goals, plans or prospects. All statements in this Information Statement, and the documents to which we refer you in this Information Statement that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding forecasts and projections as described in the section entitled “The Transaction — Certain Financial Projections of the Businesses” beginning on page 57. Any statements that are not statements of historical fact (including statements containing the words “aim,” “anticipate,” “believe,” “could,” “mission,” “may,” “will,” “should,” “expect,” “intend,” “plan,” “estimate,” “project,” “predict,” “potential,” “target,” “contemplate,” or, in each case, their negative, or other variations or comparable terminology and expressions) are intended to identify forward-looking statements. The forward-looking statements in this Information Statement, and the documents to which we refer you in this Information Statement, are only predictions. TKO PubCo’s management have based these forward-looking statements largely on their current expectations and projections about future events and financial trends that management believes may affect its business, financial condition and results of operations. These statements are neither promises nor guarantees and involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from what is expressed or implied by the forward-looking statements, including, but not limited to:

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the Transaction may not be consummated or the consummation of the Transaction may be delayed;

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the possibility that any or all of the various conditions to the consummation of the Transaction may not be satisfied or waived, including the failure to receive, or delays in receiving, any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals) or other consents;

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the occurrence of any event, change or other circumstance that could give rise to the termination of the Transaction Agreement or could otherwise cause the Transaction to fail to close;

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risks related to the ability of TKO PubCo to realize the anticipated benefits of the Transaction, including the possibility that the expected benefits from the Transaction will not be realized or will not be realized within the expected time period;

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the effect of the announcement or pendency of the Transaction on TWI’s and the Businesses’ business relationships, operating results and business generally;

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there may be liabilities that are not known, probable or estimable at this time or unexpected costs, charges or expenses;

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there may be significant transaction-related costs in connection with the Transaction, whether or not the Transaction closes;

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the Transaction may result in the diversion of management’s time and attention to issues relating to the Transaction;

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future stockholder litigation and other legal and regulatory proceedings that have been and that may in the future be instituted against us following the announcement of the Transaction, which could delay or prevent the consummation of the Transaction, and unfavorable outcome of such legal proceedings;

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the risk that TKO PubCo’s stock price may decline significantly if the Transaction is not consummated;

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risks associated with Transaction generally, such as the inability to obtain, or delays in obtaining, any required regulatory approvals or other consents; and

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the other factors and financial, operational and legal risks or uncertainties described in TKO PubCo’s public filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2023 and subsequent reports on Form 10-Q and 8-K filed with the SEC, all of which are or may in the future be incorporated by reference into this Information Statement.

We believe that the assumptions on which our forward-looking statements are based are reasonable. All subsequent written and oral forward-looking statements concerning the Transactions or other matters addressed in this Information Statement and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Forward-looking statements speak only as of the date of this Information Statement or the date of any document incorporated by reference in this document. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

RISK FACTORS

In addition to the other information contained in or incorporated by reference in this Information Statement, including the risk factors contained in TKO PubCo’s annual report on Form 10-K for the year ended December 31, 2023, as updated by the subsequent Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2024, June 30, 2024 and September 30, 2024, which are each incorporated by reference in this Information Statement, you should carefully review the risks described below together with all of the other information included in this Information Statement. Additional risks and uncertainties not presently known to TKO PubCo, the Businesses, or the EDR Parties, or that are not currently believed to be important to you, if they materialize, may also adversely affect the Transaction, TKO PubCo and the Transferred Entities. See the section entitled “Where You Can Find Additional Information” beginning on page 127 for the location of information incorporated by reference into this Information Statement.

The TKO Parties, TWI and the EDR Parties may fail to complete the Transaction if certain required conditions, many of which are outside the companies’ control, are not satisfied.

The completion of the Transaction is subject to various customary closing conditions, including, but not limited to, (i) the absence of any order, writ, judgment, injunction, decree, ruling, stipulation, directive, assessment, subpoena, verdict, determination or award issued, promulgated or entered, by or with any governmental entity that has the effect of making the Transaction illegal or otherwise restraining or prohibiting the consummation of the Transaction, (ii) subject to certain exceptions, the accuracy of the representations and warranties of the parties and (iii) compliance in all material respects by each party with the covenants and agreements contained in the Transaction Agreement. Despite the parties’ best efforts, they may not be able to satisfy the various closing conditions or obtain the necessary approvals in a timely fashion or at all.

TKO PubCo may fail to realize the anticipated benefits of the Transaction and may assume unanticipated liabilities.

The success of the Transaction will depend on, among other things, TKO PubCo’s ability to integrate the Businesses in a manner that realizes the various benefits, growth opportunities and synergies identified by the companies, as further described in the section entitled “The Transaction — Certain Financial Projections of the Businesses” beginning on page 57. Achieving the anticipated benefits of the Transaction are subject to a number of risks and uncertainties.

Failure to complete the Transaction could negatively impact TKO PubCo’s stock price, future business and financial results.

If the Transaction is not completed, TKO PubCo will be subject to several risks, including the following:

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payment for certain costs relating to the Transaction, whether or not the Transaction is completed, such as legal, accounting, financial advisor and printing fees;

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negative reactions from the financial markets, including potential declines in the price of the TKO PubCo Class A Common Stock due to the fact that current prices may reflect a market assumption that the Transaction will be completed;

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diverted attention of TKO PubCo management to the Transaction rather than to TKO PubCo’s operations and pursuit of other opportunities that could have been beneficial to it; and

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negative impact on TKO PubCo’s future growth plan, including with regard to the ability to engage in other potential acquisitions.

The market price of the TKO PubCo Class A Common Stock may be volatile, and holders of the TKO PubCo Class A Common Stock could lose a significant portion of their investment due to drops in the market price of the TKO PubCo Class A Common Stock following completion of the Transaction.

The market price of the TKO PubCo Class A Common Stock may be volatile, including changes in price caused by factors unrelated to TKO PubCo’s operating performance or prospects.

Specific factors that may have a significant effect on the market price for the TKO PubCo Class A Common Stock include, among others, the following:

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changes in stock market analyst recommendations or earnings estimates regarding the TKO PubCo Class A Common Stock, other companies comparable to it or companies in the industries they serve;

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actual or anticipated fluctuations in TKO PubCo’s operating results of future prospects;

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reaction to public announcements by TKO PubCo;

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strategic actions taken by TKO PubCo or its competitors, such as business separations, acquisitions or restructurings;

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failure of TKO PubCo to achieve the potential benefits of the Transaction, including financial results and anticipated synergies, as rapidly as or to the extent anticipated by financial or industry analysts;

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adverse conditions in the financial market or general U.S. or international economic conditions, including those resulting from war, incidents of terrorism and responses to such events; and

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sales of TKO PubCo Class A Common Stock by TKO PubCo, members of its management team or significant stockholders.

The Issuance will dilute the percentage ownership interests of TKO PubCo’s stockholders.

If the Transaction is completed, TKO and TKO PubCo, as applicable, expect to issue approximately 26,139,590 TKO Common Units and 26,139,590 shares of TKO PubCo Class B Common Stock to the EDR Parties, who currently beneficially hold approximately 53.9% of the total outstanding TKO PubCo Shares. The issuance of TKO Common Units and TKO PubCo Class B Common Stock to the EDR Parties will cause a reduction in the relative percentage interest of TKO PubCo’s current stockholders in TKO PubCo’s voting power and market capitalization. The issuance will result in (i) an approximate 6.1% reduction of equity ownership and (ii) an approximate 6.1% reduction in the total voting power of the TKO PubCo Class A Common Stock.

THE PARTIES TO THE TRANSACTION

TKO Group Holdings, Inc.

TKO PubCo is a premium sports and sports entertainment company that operates leading combat sport and sports entertainment brands. TKO PubCo includes UFC, the world’s premier mixed martial arts organization, and WWE, the recognized global leader in sports entertainment. Together, TKO PubCo’s organizations reach more than one (1) billion households in approximately 210 countries and territories, and TKO PubCo organizes more than 300 live events year-round, attracting more than two (2) million fans. TKO PubCo’s stock is traded on the NYSE under the ticker symbol “TKO.” TKO PubCo’s executive offices are located at 200 Fifth Avenue, 7^th Floor, New York, New York 10010. TKO PubCo’s telephone number is (646) 558-8333.

TKO Operating Company, LLC

TKO is a direct subsidiary of TKO PubCo. TKO’s executive offices are located at 200 Fifth Avenue, 7^th Floor, New York, New York 10010. TKO’s telephone number is (646) 558-8333.

Endeavor Operating Company, LLC

EOC is a Delaware limited liability company and an indirect subsidiary of EDR. EOC’s principal executive offices are located at 9601 Wilshire Boulevard, Beverly Hills, CA 90210. EOC’s telephone number is (310) 285-9000.

IMG Worldwide, LLC

IMG Worldwide is a Delaware limited liability company and an indirect subsidiary of EOC. IMG Worldwide’s principal executive offices are located at 11 Madison Avenue, New York, NY 10010. IMG Worldwide’s telephone number is (212) 586-5100.

Trans World International, LLC

TWI is a Delaware limited liability company and a wholly owned subsidiary of IMG Worldwide and indirect subsidiary of EOC. TWI’s principal executive offices are located at 11 Madison Avenue, New York, NY 10010. TWI’s telephone number is (212) 586-5100.

THE TRANSACTION

Background of the Transaction

The following chronology summarizes the key meetings and events that led to the signing of the Transaction Agreement. The following chronology does not purport to catalogue every conversation among the Special Committee, the Board or the representatives of the Company or EDR or any other parties.

Since the Company’s inception in September 2023, the Board, together with the Company’s management team, have periodically reviewed and evaluated the Company’s performance, operations, financial condition, opportunities and growth prospects in light of current business and economic conditions, as well as overall trends in the market, across a range of scenarios and potential future developments in the industries in which it operates. These reviews and evaluations typically include (without limitation and as applicable) various potential opportunities for acquisitions, dispositions, commercial partnerships or other strategic combinations, and have sometimes included outside advisors. The Board has also regularly engaged with the parent company of its controlling stockholders, EDR, to discuss EDR’s perspective on the Company’s strategic and financial direction.

On May 2, 2024, the Company received a letter from Jason Lublin, Chief Financial Officer of EDR, offering the Company the first opportunity to engage with EDR in a potential transaction to acquire EDR’s On Location (“OLE”) Business, IMG Media Business (which, for the avoidance of doubt, did not include the Formula Drift Business, Golf Events Business, Mailman Business and International Figure Skating Business (each as defined in the section entitled “Management’s Discussion and Analysis of the Businesses” beginning on page 95) and PBR Business (collectively, the “Initial Businesses”) and, in connection with the potential transaction, terminate the TKO Services Agreement (the “Proposal” and any such potential transaction between EDR and the Company, a “Potential Transaction”) and stating that EDR had retained Latham & Watkins LLP (“Latham”) as its legal counsel. The Proposal included a proposed purchase price of $3.5 billion in cash on a cash-free, debt-free basis for the Initial Businesses, reflecting approximately $78 million in net cost savings and synergies that EDR indicated would be realized in connection with a Potential Transaction (including approximately $38 million in net annual savings resulting from the proposed termination of the TKO Services Agreement and approximately $40 million in operating expense cost savings). The Proposal stated that given EDR’s position as the controlling stockholder of the Company, EDR expected that, (i) prior to engaging in formal negotiations with the Company, the Board would form a special committee of independent and disinterested directors of the Company with respect to the Potential Transaction to review, evaluate and negotiate the Potential Transaction, (ii) the special committee would retain independent financial and legal advisors to assist in its review, evaluation and negotiation of the Potential Transaction and (iii) prior to signing a definitive transaction agreement, the Potential Transaction would require final approval from the to-be-formed special committee, as well as the Board, including a majority of the independent directors and the World Wrestling Entertainment designees (the “WWE Designees”) serving on the Board. The letter also proposed that all personnel employed by both EDR and the Company be recused from the evaluation, discussion and negotiations of the Potential Transaction at one of EDR or the Company. More specifically, the proposal with respect to such recusals included that (i) Mr. Krauss, as Chief Legal and Administrative Officer of the Company and Chief Administrative Officer and Senior Counsel to the Board of Directors and Senior Management of EDR, be recused from any evaluation, discussion or negotiations of the Proposal and the Potential Transaction in his capacity as Chief Administrative Officer and Senior Counsel to the Board of Directors and Senior Management of EDR so that he would be dedicated solely to the Company for this purpose, (ii) all other dual-hatted executives and other employees of EDR and the Company would continue to participate in the evaluation, discussion or negotiations of the Proposal and the Potential Transaction in their capacity as executives and employees of EDR and would be recused from the foregoing in their capacity as executives and employees of the Company and (iii) notwithstanding the foregoing, upon the request of the Board and the to-be-formed special committee, Messrs. Emanuel and Shapiro (in their capacity as executive officers and directors of the Company) would be available to discuss the Proposal and the Potential Transaction with the Board, the special committee and their respective advisors.

Later on May 2, 2024, following receipt of the Proposal, the Board held its regularly scheduled quarterly meeting in person and via videoconference. A portion of that meeting related to the Proposal, which portion was attended by Mr. Krauss and Andrew Schleimer, the Chief Financial Officer of the Company. Egon Durban (a member of the Board who is also chairman of the board of directors of EDR and Co-CEO of Silver Lake) and Messrs. Emanuel and Shapiro recused themselves from such portion of the Board meeting. Messrs. Schleimer and Krauss and Company director Steven R. Koonin then proceeded to discuss the Proposal for the benefit of the Board, including (i) the proposed purchase price for the Potential Transaction, (ii) EDR’s expectation that, given EDR’s position as the controlling stockholder of the Company, (x) the Board would, prior to engaging in formal negotiations with EDR, form a special committee of independent and disinterested directors of the Company with respect to the Potential Transaction to review, evaluate and negotiate the Potential Transaction and that such special committee would retain independent legal and financial advisors to assist the special committee in connection with the foregoing and (y) prior to signing a definitive transaction agreement, the Potential Transaction would require final approval from the to-be-formed special committee, as well as the Board, including a majority of the independent directors and the WWE Designees, (iii) the proposed termination of the TKO Services Agreement in connection with the proposed Transaction and (iv) EDR’s proposed approach to recusals, including that (x) Mr. Krauss, as Chief Legal and Administrative Officer of the Company and Chief Administrative Officer and Senior Counsel to the Board of Directors and Senior Management of EDR, be recused from any evaluation, discussion or negotiations of the Proposal and the Potential Transaction in his capacity as Chief Administrative Officer and Senior Counsel to the Board of Directors and Senior Management of EDR so that he would be dedicated solely to the Company for this purpose, (y) all other dual-hatted executives and other employees of EDR and the Company would continue to participate in the evaluation, discussion or negotiations of the Proposal and the Potential Transaction in their capacity as executives and employees of EDR and would be recused from the foregoing in their capacity as executives and employees of the Company and (z) notwithstanding the foregoing, upon the request of the Board and the to-be-formed special committee, Messrs. Emanuel and Shapiro (in their capacity as executive officers and directors of the Company) would be available to discuss the Proposal and the Potential Transaction with the Board, the special committee and their respective advisors. Questions were asked and discussion ensued. Following discussion, Messrs. Durban, Emanuel and Shapiro re-joined the meeting to discuss certain matters unrelated to the Proposal.

On May 6, 2024, independent outside legal counsel for the Company and Company directors Steven R. Koonin and Carrie Wheeler met via telephonic call to discuss the formation of a special committee of independent and disinterested directors of the Company with respect to the Potential Transaction to review, evaluate and negotiate the Potential Transaction. Independent outside legal counsel thereafter spoke with representatives of Latham via telephonic call in order to discuss and clarify certain aspects of the Proposal.

On May 11, 2024, the Board acted by unanimous written consent to establish the Special Committee, consisting of Peter C.B. Bynoe, Steven R. Koonin, Nancy Tellem and Carrie Wheeler, each of whom the Board determined to be independent and disinterested with respect to the Potential Transaction. The Board delegated to the Special Committee, to the fullest extent permitted by law, all of its power, authority and obligation to (i) review, evaluate, investigate, pursue and negotiate (or oversee and direct the negotiation of) the structure, form, conditions and terms of the Potential Transaction and of any definitive agreements in connection therewith (it being understood that the Special Committee shall not have the authority to (x) review, evaluate or negotiate any transactions other than the Potential Transaction, (y) seek or solicit interest in any other strategic transaction from any party or (z) communicate or negotiate directly or indirectly with any other potential party to any other strategic transaction), (ii) meet with the management of the Company, members of the Board and outside advisors engaged by the Company or the Special Committee on a regular basis, (iii) make a determination as to whether the Potential Transaction (and any definitive agreements with respect to the Potential Transaction) is fair to, and in the best interests of, the Company and its stockholders, (iv) if the Special Committee deems appropriate, recommend to the Board (for or against) the approval of the Potential Transaction and the execution and delivery of the definitive documentation providing for the Potential Transaction, and (v) engage its own advisors and agents, including financial and legal advisors. In consideration of such duties, the Board also approved an initial payment of $150,000 and a monthly fee of $20,000 payable to each member of the Special

Committee for service on the Special Committee, not to exceed an aggregate of $250,000 in compensation payable to each member of the Special Committee per year in connection with their service on the Special Committee, in addition to the regular compensation each would receive as a Board member. The Board also unanimously resolved that the Board would not approve the Potential Transaction or authorize the execution and delivery of the definitive documentation providing for the Potential Transaction without the prior favorable recommendation of such Potential Transaction by the Special Committee.

On May 15, 2024, the Special Committee held a meeting via videoconference, with Mr. Krauss and Andrew Schleimer, Chief Financial Officer of the Company, as representatives of the Company’s management in attendance for a portion of such meeting, to discuss the Proposal and potential next steps regarding how to review and, as appropriate, respond to the Proposal in a deliberate and careful manner.

Between May 15, 2024 and May 30, 2024, the Special Committee held five meetings via videoconference to interview representatives of seven law firms and five financial advisors for the position of (a) special legal counsel and (b) financial advisor, in each case to represent the Special Committee and not the Company. The members of the Special Committee carefully discussed each interview and determined to request that a select group of candidates provide to the Special Committee additional information regarding any potential conflicts of interest with respect to representing the Special Committee in connection with its evaluation of the Potential Transaction.

On June 4, 2024, the Special Committee held a meeting via videoconference to discuss the selection of its legal and financial advisors in connection with its evaluation of the Potential Transaction. Following discussion, including a review of the status of the Special Committee’s requests for additional information regarding potential conflicts of interest and responses thereto, the Special Committee determined to retain Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”) as special legal counsel and Moelis as financial advisor, subject to finalizing mutually agreeable engagement letters, in each case to represent the Special Committee in connection with its evaluation of the Potential Transaction, based on, among other things, each of Skadden’s and Moelis’ qualifications, experience and reputation and the absence of conflicts or material relationships on the part of Skadden or Moelis that would prevent either of them from providing independent advice to the Special Committee in connection with its evaluation of the Potential Transaction. The Special Committee determined that Mr. Bynoe would formalize the terms of Skadden’s engagement and inform Moelis that Skadden would be in contact with Moelis regarding Moelis’s proposed engagement letter.

On June 7, 2024, representatives of Moelis sent a draft engagement letter, including a fee proposal, to the Special Committee and Skadden.

On June 10, 2024, Moelis signed a customary confidentiality agreement in favor of the Special Committee and the Company in advance of initiating negotiations of a mutually agreeable engagement letter.

On June 11, 2024, representatives of Moelis summarized to Skadden Moelis’ relationships with the Company, EDR, Silver Lake (EDR’s controlling stockholder) and certain of their affiliates.

On June 12, 2024, the Special Committee held a meeting via videoconference, with representatives of Skadden and Moelis and Messrs. Krauss and Schleimer in attendance for portions of such meeting. During a portion of the meeting with only representatives of Skadden and the Special Committee present, representatives of Skadden, referring to materials made available to the Special Committee in advance of the meeting, presented to the Special Committee an overview of fiduciary duties and related considerations under Delaware law, process considerations and rules of the road for the Special Committee’s interactions with other Board members, Company management and employees, representatives of EDR and other third parties in connection with the Special Committee’s evaluation of the Potential Transaction. Members of the Special Committee asked questions and discussed such matters with Skadden. Members of the Special Committee and representatives of Skadden

also discussed the status of the engagement letter with Moelis, including fees based on the scope of assets under consideration and Moelis’ relationships with the Company, EDR, Silver Lake and certain of their affiliates. Following such discussion, the Special Committee determined to appoint Peter Bynoe as the chairman of the Special Committee (the “Special Committee Chairman”) and recommend the Board provide Mr. Bynoe with appropriate compensation for such position, and the Board ultimately approved of an additional fee of $100,000 to be paid to the Special Committee Chairman, in exchange for his service. After re-joining the meeting at the Special Committee’s invitation, the representatives of Moelis and the Special Committee discussed the status of Moelis’s engagement letter, and agreed to defer signing a formal engagement letter until after certain preliminary diligence had been completed. It was the consensus of the Special Committee that it viewed the historical fees received by Moelis from the relevant parties as immaterial to Moelis or the proposed Moelis deal team, and determined that Moelis was independent for purposes of the proposed engagement. Representatives of Moelis, referring to materials made available to the Special Committee in advance of the meeting, also provided their initial impressions regarding the Proposal based on information available to Moelis at such time, including a summary of the Proposal, certain process considerations, potential next steps and the scope of further diligence that would be required in order to evaluate the Potential Transaction, and also provided to the Special Committee an overview, based on Moelis’ relationships disclosures letter representatives of Moelis sent the Special Committee the prior day, of the nature of Moelis’ relationship with the Company, EDR, Silver Lake and certain of their affiliates (as described in more detail in the section entitled “The Transaction — Opinion of Financial Advisor to the TKO PubCo Special Committee (Moelis) — Miscellaneous” beginning on page 56). Members of the Special Committee asked questions and discussed such matters with Moelis. Following discussion, the Special Committee authorized Moelis to proceed with gathering additional information required to provide a preliminary assessment of the Proposal, including to allow Moelis to provide perspectives on effects of the Potential Transaction on the Company’s existing businesses or its ability to pursue other alternatives in the future, after which representatives of Moelis left the meeting. The members of the Special Committee and representatives of Skadden then discussed potential next steps. Following discussion, the Special Committee authorized Skadden to negotiate a customary mutual confidentiality agreement with EDR on behalf of the Special Committee and the Company (the “NDA”).

On June 17, 2024, following negotiations between the parties as to material terms, the Company and EDR entered into the NDA.

On June 18, 2024, Mr. Lublin sent to representatives of Moelis (who promptly shared them with the Special Committee and representatives of Skadden) a presentation relating to the Initial Businesses subject to the Potential Transaction, and a vendor financial model. This financial model reflected, among other matters, certain unaudited historical financial information for fiscal years 2024 through 2028 of the Initial Businesses (including certain extrapolations based on such fiscal years), as well as supporting information on estimated net cost savings and synergies of $76–$78 million (the “EDR June Management Fee Savings and Expected Synergies”, and collectively, the “EDR June Financial Model”).

On June 26, 2024, representatives of EDR sent to representatives of Moelis (who promptly shared them with the Special Committee and representatives of Skadden) the due diligence findings created for the Potential Transaction, which summarized certain financial and accounting due diligence findings related to the Potential Transaction.

Between June 26, 2024 and July 16, 2024, representatives of Moelis conducted financial due diligence and representatives of Skadden began preliminary review of legal diligence materials.

On June 27, 2024, representatives of Skadden sent representatives of Latham a copy of a memorandum describing rules of the road the Special Committee had imposed on any communications among EDR (including for this purpose any personnel serving at both EDR and the Company), the Special Committee and the Company related to the Proposal, as previously discussed with the Special Committee.

On July 16, 2024, certain members of the management team of the PBR Business provided a management presentation on the PBR Business via videoconference to the Special Committee, with Messrs. Schleimer and Krauss and representatives of Skadden and Moelis in attendance. PBR’s management team answered questions from the Special Committee, Messrs. Schleimer and Krauss and representatives of Moelis.

On July 17, 2024, the Special Committee held a meeting via videoconference, with representatives of Skadden and Moelis in attendance for portions of such meeting, at which the Special Committee and its advisors discussed, among other matters, their preliminary observations related to the PBR Business management presentation on July 16, 2024, including value drivers, key risks, and areas that would require further diligence. After representatives of Moelis left the meeting, the Special Committee and representatives of Skadden discussed, among other matters (x) the status and terms of Moelis’ proposed engagement letter, including the fee structure and various related considerations, and (y) that the Special Committee would like the representatives of Skadden to coordinate with Messrs. Krauss and Schleimer to have Messrs. Krauss and Schleimer continue to support the Special Committee in the preliminary analysis and diligence of the Initial Businesses, as well as attend portions of the Special Committee meetings moving forward. The Special Committee also directed Mr. Bynoe to work with Skadden and Messrs. Krauss and Schleimer to develop a revised fee structure for Moelis’ engagement that the Special Committee could then assess.

On July 22, 2024, certain members of the management team of the OLE Business provided a management presentation on the OLE Business via videoconference to the Special Committee, with Messrs. Schleimer and Krauss and representatives of Skadden and Moelis in attendance. The OLE Business’s management team answered questions from the Special Committee, Messrs. Schleimer and Krauss and representatives of Moelis.

On July 23, 2024, certain members of the management team of the IMG Media Business provided a management presentation on the IMG Media Business via videoconference to the Special Committee, with Messrs. Schleimer and Krauss and representatives of Skadden and Moelis in attendance. IMG Media’s management team answered questions from the Special Committee, Messrs. Schleimer and Krauss and representatives of Moelis.

On July 24, 2024, the Special Committee held a meeting via videoconference, with representatives of Skadden and Moelis and Messrs. Krauss and Schleimer in attendance for portions of such meeting. Among other matters, the Special Committee discussed with its advisors Moelis’ preliminary observations following the management presentations on each of the Initial Businesses, including value drivers, key risks, and areas that would require further diligence, as well as possible approaches for continuing to evaluate the Initial Businesses and, at the appropriate time, responding to the Proposal. The Special Committee and its advisors and Messrs. Krauss and Schleimer also discussed certain existing relationships between the Company, on the one hand, and the Initial Businesses, on the other hand, whereby certain of the Initial Businesses provided services to the Company on an arms-length basis and whether there would be any impact on the Company’s existing businesses by acquiring the Initial Businesses included in the Proposal, and the Special Committee directed representatives of Moelis to prepare written follow-up diligence requests in consultation with Messrs. Krauss and Schleimer to send to EDR. The Special Committee also determined (in light of, among other considerations, the fact that the Potential Transaction would require consent of a majority of independent directors of the Board and a majority of WWE Designees, in addition to a recommendation to the Board by the Special Committee) to, (1) provide a brief update to the Company’s Board on the Special Committee’s process to date with respect to the Potential Transaction, (2) ask the independent directors of the Board and the WWE Designees who were not members of the Special Committee for their perspectives on the Initial Businesses included in the Proposal, and (3) ask the Company’s Chief Executive Officer and Executive Chair and a member of the Board, Ariel Emanuel, and President and Chief Operating Officer and a member of the Board, Mark Shapiro, for their perspectives on the Initial Businesses included in the Proposal for the Special Committee to weigh alongside all other available information (including that Messrs. Emanuel and Shapiro had certain conflicts due to their status as executive officers and, in the case of Mr. Emanuel, a member of the board of directors, of EDR who had not been recused from representing the interests of EDR in connection with the Proposal).

On July 21, July 23 and July 24, 2024, acting on authorization of the Special Committee, representatives of Moelis sent diligence questions prepared in consultation with Messrs. Krauss and Schleimer related to each of the respective Initial Businesses to representatives of EDR.

Between July 29, 2024 and August 1, 2024, the Special Committee, representatives of Moelis and Messrs. Schleimer and Krauss held, via videoconference, four separate follow-up diligence calls with the management teams of each of the Initial Businesses focused on financial and operational matters, with certain of Mr. Schleimer’s direct reports and certain other Company management personnel who were not also employed by EDR (which, for the avoidance of doubt, did not include Messrs. Emanuel or Shapiro) (such individuals, together with Messrs. Krauss and Schleimer, “Company Specified Management”), representatives of Skadden and certain members of the Special Committee in attendance for certain of such diligence calls.

On July 30, 2024, the Board held a meeting via videoconference. A portion of that meeting related to the Proposal, which portion was attended by representatives of Skadden and Moelis and Messrs. Krauss and Schleimer. During such portion of the Board meeting (which, at the invitation of the Special Committee, was attended by Messrs. Durban, Emanuel and Shapiro): (i) Mr. Schleimer informed the Board that the Special Committee had engaged Skadden as the Special Committee’s legal advisor and had determined to engage Moelis, that the Special Committee and its advisors had attended management presentations from each of the Initial Businesses included in the Proposal, and that the Special Committee had begun its diligence of such Initial Businesses, (ii) Mr. Krauss reminded the Board that, in addition to standard Board approval, any decision to acquire the Initial Businesses included in the Proposal would require (w) a recommendation by the Special Committee to approve the Potential Transaction, (x) approval by a majority of the independent directors on the Board and (y) approval by a majority of the WWE Designees on the Board, (iii) representatives of Skadden provided an overview of (x) the role of the Special Committee, (y) certain considerations regarding the legal standards applicable to any judicial review of directors’ conduct in reviewing and/or pursuing the Proposal and (z) rules of the road that the Special Committee had imposed on any communications among EDR (including for this purpose any personnel serving at both EDR and the Company), the Special Committee and the Company related to the Proposal, and (iv) Messrs. Durban, Emanuel and Shapiro expressed support for the Special Committee’s process.

On July 30, 2024, following the meeting of the Board, a separate meeting was held among the members of the Special Committee, the Company’s other independent directors and certain WWE Designees who were not members of the Special Committee (which meeting was not attended by Messrs. Durban, Emanuel or Shapiro), via videoconference, with Messrs. Krauss and Schleimer and representatives of Skadden and Moelis in attendance. The independent directors and WWE Designees who were not members of the Special Committee (i) asked the members of the Special Committee various questions regarding the Special Committee’s review of the Proposal to date and (ii) at the request of the Special Committee, provided their preliminary thoughts on the Initial Businesses based on the information provided.

Later that day on July 30, 2024, the Special Committee held a meeting via videoconference, with Messrs. Schleimer and Krauss and representatives of Skadden and Moelis in attendance. At the invitation of the Special Committee, Messrs. Emanuel and Shapiro also attended a portion of such meeting. The members of the Special Committee asked Messrs. Emanuel and Shapiro to provide their perspectives on each of the Initial Businesses, including how they would fit with the Company’s existing business. Messrs. Emanuel and Shapiro then discussed what they believed to be a number of strengths as well as potential considerations or challenges facing the Initial Businesses, noting that they believed the Initial Businesses were complementary to the Company’s existing businesses. After Messrs. Emanuel and Shapiro left the meeting, the members of the Special Committee, Messrs. Krauss and Schleimer and representatives of Skadden and Moelis then discussed the status of, certain next steps for, diligence efforts relating to the Potential Transaction and their reactions to Messrs. Emanuel and Shapiro’s comments, including in light of their roles at EDR and other matters described in more detail in the section entitled “The Transaction — Interests of TKO PubCo’s Directors and Executive Officers in the Transaction” beginning on page 65. Following discussion, the Special Committee determined to hold additional follow-up

diligence calls between July 31, 2024 and August 1, 2024 to discuss the Initial Businesses included in the Proposal and to hold a follow-up diligence call on August 2, 2024 to discuss cost savings and synergies, including with respect to the termination of the TKO Services Agreement.

On July 31, 2024, representatives of Skadden sent to the Special Committee Chairman proposed revised terms for Moelis’ engagement, including with respect to fees, which the Special Committee Chairman approved, and instructed, to be sent by representatives of Skadden to Mr. Krauss for further review.

On August 2, 2024, a diligence session, focused on the EDR June Management Fee Savings and Expected Synergies that EDR then believed to be achievable in connection with the Potential Transaction, was held via video conference between representatives of EDR, on the one hand, and certain members of the Special Committee, Messrs. Schleimer and Krauss, certain other Company Specified Management and representatives of Moelis and Skadden, on the other hand.

On August 3, 2024, Mr. Krauss advised the Special Committee Chairman and the representatives of Skadden that he agreed with the proposed revised terms of Moelis’ engagement, and the Special Committee Chairman then instructed Skadden to distribute the same to Moelis, which Skadden did on August 4, 2024.

On August 5, 2024, representatives of EDR sent to representatives of Moelis a more detailed financial breakdown of the annual fee payable by TKO to EDR pursuant to the TKO Services Agreement and related corporate allocations.

On August 7, 2024, the Special Committee held a meeting via videoconference, with representatives of Skadden and Moelis and Messrs. Krauss and Schleimer in attendance for portions of such meeting. Among other matters, (i) the representatives of Moelis provided Moelis’ preliminary views on strategic fit and preliminary diligence findings on the Initial Businesses, along with an overview of cost savings and synergies diligence to date, (ii) Messrs. Krauss and Schleimer provided their perspectives on certain aspects of the Initial Businesses and the respective management presentations, and (iii) representatives of Moelis provided their perspectives on certain advantages and considerations related to using cash or equity as a form of consideration in a Potential Transaction, and summarized what EDR had provided to date as in its EDR Management Fee Savings and Expected Synergies. Following discussion, the members of the Special Committee determined to continue additional diligence with respect to each of the Initial Businesses and directed Moelis and Skadden to engage in more detailed diligence activities, and instructed the representatives of Moelis to continue to include Mr. Schleimer and certain other Company Specified Management in additional financial diligence activities related to the Initial Businesses, especially as to cost savings and synergies matters (including an analysis of the appropriate number and scope of employees, including leveraged functions, that would be included in the perimeter of the Potential Transaction). The Special Committee also instructed Mr. Schleimer to work with certain other Company Specified Management and representatives of Moelis to prepare a view from Company Specified Management of any diligence-related adjustments to the financial forecasts provided by EDR and a view from Company Specified Management as to any cost savings and/or synergies (or dissynergies) resulting from the Potential Transaction. In a portion of the meeting with only the members of the Special Committee and representatives of Skadden present, Skadden summarized the proposed terms and conditions of Moelis’ revised engagement letter, including the fees described in the section entitled “The Transaction — Opinion of Financial Advisor to the TKO PubCo Special Committee (Moelis) — Miscellaneous” beginning on page 56 of this Information Statement and, after discussion of various questions posed by the Special Committee, the Special Committee directed Skadden to finalize the form of Moelis’ engagement letter and to coordinate its signature by Messrs. Bynoe and Krauss.

Between August 7, 2024 and August 14, 2024, representatives of Moelis, Company Specified Management, Skadden, EDR and Latham continued to engage in regular financial and legal due diligence communications with respect to the Initial Businesses included in the Proposal.

On August 8, 2024, following the management presentations conducted during the weeks of July 15, 2024 and July 22, 2024 for Moelis and the Special Committee to meet with each of the Initial Businesses teams, representatives of EDR sent to representatives of Moelis and Company Specified Management (who promptly shared them with the Special Committee and representatives of Skadden) an updated presentation relating to the Initial Businesses that reflected, among other matters, updates to certain unaudited historical financial information for fiscal years 2024 through 2028 of the Initial Businesses (including certain extrapolations based on such fiscal years) (the “EDR August Financial Model”).

Additionally, on August 8, 2024, representatives of Skadden and Moelis finalized the terms of Moelis’ engagement letter in a manner consistent with the directions of the Special Committee to Skadden at the August 7, 2024 meeting of the Special Committee. After review and approval by Messrs. Bynoe and Krauss, the representatives of Skadden sent the proposed final Moelis engagement letter to the members of the Special Committee.

On August 9, 2024, the members of the Special Committee unanimously approved the terms of the Moelis engagement letter and determined that Moelis’ relationships disclosures letter, as previously sent on June 11, 2024, discussed with the Special Committee on June 12, 2024 and as updated on August 9, 2024, did not alter the Special Committee’s determination that the historical fees received by Moelis from the Company, EDR, Silver Lake and certain of their affiliates were not material to Moelis or the deal team, and therefore the Special Committee’s determination that Moelis was independent for purposes of its engagement had not changed. Moelis sent a final relationship disclosure letter to the Special Committee on October 21, 2024.

On August 13, 2024, Moelis, the Special Committee and the Company formally executed Moelis’ engagement letter.

On August 14, 2024, the Special Committee held a meeting via videoconference, with representatives of Skadden and Moelis and Messrs. Krauss and Schleimer in attendance for portions of such meeting. Among other matters discussed, the representatives of Moelis provided an update on Moelis’ and Company Specified Management’s progress on financial and operational diligence for each of the Initial Businesses, including Moelis’ and Company Specified Management’s view of key value drivers and the potential for incremental costs associated with the proposed termination of the TKO Services Agreement. In a portion of the meeting with only the members of the Special Committee, Messrs. Schleimer and Krauss and representatives of Skadden in attendance, the Special Committee and representatives of Skadden also discussed certain additional considerations regarding the potential use of equity as part or all of the consideration in the Potential Transaction.

On August 21, 2024, the Special Committee held a meeting via videoconference, with representatives of Skadden and Moelis and Messrs. Krauss and Schleimer in attendance for portions of such meeting. Mr. Schleimer and the representatives of Moelis, referring to materials provided in advance of the meeting, discussed certain downward adjustments recommended by Mr. Schleimer to the EDR August Financial Model provided by EDR, as well as to the EDR June Management Fee Savings and Expected Synergies. Among other matters, Mr. Schleimer noted that, based on information made available to the Special Committee and the Company to date, it was the view of Company Specified Management that (i) EDR’s initial estimates of $38 million in net cost savings from the termination of the TKO Services Agreement and $38 million to $40 million in estimated cost synergies from the Potential Transaction would be partially offset by the cost of procuring replacement services, certain overhead costs related to the Initial Businesses that had not been included in EDR’s preliminary forecast, and the fact that certain of the revenues in the forecasts for each of the Initial Businesses included fees received from the Company in respect of its current businesses, and (ii) based on information received to date, the aggregate net cost savings and synergies opportunity was estimated as $31 million (rather than $76 million to $78 million), but that more investigation would be needed to validate these assessments. Representatives of Moelis also discussed various valuation methodologies that could be used to assess the value of the Initial Businesses, certain financial metrics of the Initial Businesses relative to the Company, and the Company’s stock price performance. The Special Committee asked, and the representatives of

Moelis answered, numerous questions regarding approach to valuation and negotiation tactics. At the request of the Special Committee, the representatives of Moelis also discussed certain preliminary considerations regarding the potential use of equity as part or all of the consideration in the Potential Transaction, including, among other things, the potential impact on certain pro forma financial metrics of the Company, such as pro forma leverage, pro forma ownership and pro forma stock price, and the impact on pro forma trading in the Company’s stock and the risk of stock price fluctuations. The Special Committee then directed Moelis and Mr. Schleimer to (x) inform EDR that the Special Committee did not agree with the EDR June Management Fee Savings and Expected Synergies of $76 million to $78 million, and (y) conduct additional diligence on estimated cost savings and synergies with EDR. In a portion of the meeting in which only the members of the Special Committee and representatives of Skadden were in attendance, the Special Committee discussed, among other matters, the possibility of requiring approval of the majority of the stockholders of the Company unaffiliated with EDR as a condition for the Potential Transaction, and directed the representatives of Skadden to convey to EDR, via Latham, the Special Committee’s request that EDR irrevocably agree to such condition.

On August 26, 2024, representatives of Moelis shared materials with EDR supporting Company Specified Management’s revisions of net annual cost savings and synergies from $76 million to $78 million to $31 million.

On August 28, 2024, the Special Committee held a meeting via videoconference, with representatives of Skadden and Moelis and Messrs. Krauss and Schleimer in attendance for portions of such meeting. Representatives of Moelis and Messrs. Schleimer and Krauss provided an update on their discussions with EDR regarding Company Specified Management’s revisions of the net annual cost savings and synergies amounts that EDR had indicated would be able to be realized in the Potential Transaction. Among other matters, the Special Committee also discussed different forms of consideration as between equity and cash in the event of a Potential Transaction and next steps in the process, including performing more detailed legal diligence on each of the Initial Businesses included in the Proposal and whether and when to provide a general update on the status of the Special Committee’s review of the Proposal to the other independent directors on the Board. Following discussion, members of the Special Committee requested that Moelis provide its perspective on the value of TKO Class A Common Stock on a standalone basis to help gauge the value of any equity consideration in a Potential Transaction. Representatives of Skadden also indicated to the Special Committee that the previously authorized discussion with EDR’s outside legal counsel at Latham regarding an approval condition of a majority of the stockholders of the Company unaffiliated with EDR for a Potential Transaction was scheduled to take place later in the day.

Later that day on August 28, 2024, representatives of Skadden held a call with representatives of Latham to convey the Special Committee’s request that the Potential Transaction be subject to an irrevocable condition for the receipt of approval by a majority of the stockholders of the Company unaffiliated with EDR. Latham responded that EDR had already considered such a condition in detail, and decided against it, prior to submitting the Proposal, and that EDR was not willing to reconsider its position.

On September 4, 2024, the Special Committee held a meeting via videoconference, with the other independent directors on the Board, Messrs. Krauss and Schleimer and representatives of Skadden and Moelis in attendance for portions of the meeting. Prior to the other independent directors joining the meeting, (i) the representatives of Moelis provided a summary of their preliminary financial analysis and valuation perspectives on each of the Initial Businesses as well as for a Potential Transaction giving effect to cost savings and synergies, (ii) the representatives of Moelis and Mr. Schleimer discussed the cost savings and synergies analysis to date and noted that EDR had not yet responded to the supporting documentation sent to EDR regarding Company Specified Management’s views on cost savings and synergies analysis, (iii) after considering advice of Moelis and Skadden, the Special Committee determined not to initiate any value negotiations with EDR with respect to the Proposal until the cost savings and synergies analysis was more firmly developed and understood, (iv) representatives of Moelis provided an overview of Moelis’ perspectives on the value of TKO Class A Common Stock, which had been previously requested by the Special Committee and (v) representatives of Skadden explained to the Special Committee that EDR was unwilling to agree to an irrevocable condition to the

Potential Transaction of the receipt of approval by the majority of the stockholders of the Company unaffiliated with EDR (which the Special Committee acknowledged and the Special Committee agreed to continue to analyze the Proposal without requiring such approval) and provided a summary of Skadden’s legal due diligence on each of the Initial Businesses to date. During the portion of the meeting at which the other independent directors on the Board joined at the request of the Special Committee, the Special Committee provided an update on (i) the Special Committee’s interest in each of the Initial Businesses, at the right price, (ii) the cost savings and synergy opportunities and the need for additional analysis, and (iii) the status of financial and legal due diligence. Following discussion and during a portion of the meeting at which only members of the Special Committee and representatives of Skadden were present, the Special Committee requested that Skadden coordinate with Moelis to align on the approach to potential negotiations after the cost savings analysis by representatives of Moelis and Company Specified Management was complete.

Later that day on September 4, 2024, representatives of Skadden sent an initial list of follow-up legal diligence questions to Latham based on Skadden’s initial review of the diligence materials disclosed by EDR to date.

On September 6, 2024, representatives of Skadden sent an updated list of follow-up legal diligence questions to Latham.

On September 10, 2024, representatives of EDR provided to Moelis revised net annual cost savings and synergies estimates of $62 million (the “EDR September Management Fee Savings and Expected Synergies”).

On September 11, 2024, the Special Committee held a meeting via videoconference, with representatives of Skadden and Moelis and Messrs. Krauss and Schleimer in attendance for portions of such meeting. Among other matters discussed, the representatives of Moelis and Mr. Schleimer summarized the EDR September Management Fee Savings and Expected Synergies of $62 million, and noted that they would need more time to review them in detail and then discuss with EDR to see whether any of the new information would impact Company Specified Management’s view of the cost savings and synergies related to a Potential Transaction. The Special Committee directed Moelis and Mr. Schleimer to continue their detailed diligence on this topic.

On September 12, 2024, representatives of Moelis, Mr. Schleimer and certain other Company Specified Management met via teleconference with representatives of EDR to conduct additional diligence on the EDR September Management Fee Savings and Expected Synergies.

On September 18, 2024, the Special Committee held a meeting via videoconference, with representatives of Skadden and Moelis and Messrs. Krauss and Schleimer in attendance for portions of such meeting. Among other matters discussed, the representatives of Moelis and Mr. Schleimer summarized Company Specified Management’s revised cost savings and synergies estimates of $33 million to $38 million and Moelis provided an update on its valuation perspectives as well as the Company’s recent stock price performance. After significant discussion, including as to valuation, the size of Company Specified Management’s cost savings and synergies estimates, form of consideration, negotiating strategy and certain risks, the Special Committee directed Moelis to develop specific talking points for the Special Committee’s initial counteroffer to the Proposal, including a base purchase price of $3.0 billion payable in Company stock (based on a fixed number of shares agreed at signing) on a cash-free, debt-free, normalized working capital basis, with EDR retaining any liabilities for certain specific matters identified in diligence, and highlighting that the Special Committee believed that additional certainty was needed on performance of the Initial Businesses and certain key ongoing commercial contract negotiations. With respect to the form of consideration, in particular, the Special Committee determined after discussion with its advisors that the counteroffer should seek to maximize the equity component of the consideration to preserve the flexibility of the Company’s balance sheet. Mr. Krauss also indicated that if the Company were to acquire the Initial Businesses, Messrs. Emanuel and Shapiro were expected to waive their eligibility to receive asset sale bonuses that would have otherwise been payable as a result of a Potential Transaction, as described in more detail in the section entitled “The Transaction — Interests of TKO PubCo’s Directors and Executive Officers in the Transaction — Asset Sale Bonus Waivers” beginning on page 66.

Later that day on September 18, 2024, Moelis provided draft talking points to the Special Committee reflecting the foregoing, and the Special Committee directed Moelis to communicate the Special Committee’s counter to the Proposal on such basis.

On September 19, 2024, representatives of Moelis called representatives of EDR and conveyed the Special Committee’s counter to the Proposal, and the Special Committee Chair emailed the other independent directors on the Board to let them know that such counter had been provided to EDR.

On September 20, 2024, the Special Committee authorized representatives of Moelis and Mr. Schleimer to share Company Specified Management’s updated analysis of cost savings and synergies estimates of $33 million to $38 million with EDR.

On September 23, 2024, EDR sent a revised proposal to representatives of Moelis (the “Revised Proposal”), who in turn shared the same with members of the Special Committee, representatives of Skadden and Messrs. Krauss and Schleimer. The Revised Proposal reflected, among other things, (i) aggregate transaction consideration having a value equal to $3.4 billion, on a cash-free, debt-free basis, to be paid in TKO Common Units and the equivalent number of corresponding shares of TKO PubCo Class B Common Stock, using a fixed number of TKO Common Units (and referring numerous times in the Revised Proposal to the Company’s 30-day VWAP), (ii) that EDR would agree to retain liabilities arising from certain matters identified in diligence, and (iii) that EDR would not agree to any adjustments to the transaction consideration based on ultimate 2024 financial performance of the Initial Businesses included in the Revised Proposal. The Revised Proposal also reflected EDR’s position that, given the increase in the Company’s stock price since the date of the Proposal and the shift to the deal consideration to be paid in equity, the Revised Proposal implied, maintaining the 30-day VWAP at the time of the Proposal, an effective price for Company stockholders of $2.7 billion, reflecting approximately $0.7 billion of reduced total cost to the Company, and below the Special Committee’s initial counteroffer to the Proposal of $3.0 billion payable in Company stock. EDR also communicated to the Special Committee that a key commercial contract extension (the “Key Contract Extension”) had been agreed to in principle and was expected to be signed after the counterparty received certain internal approvals during the course of October 2024, and (y) EDR wished to discuss with the Special Committee a potential go-forward capital return program at the Company, including an annual dividend authorization and a share buyback authorization.

On September 25, 2024, the Special Committee held a meeting via videoconference, with Messrs. Schleimer and Krauss and representatives of Skadden and Moelis in attendance. At the meeting, (i) the representatives of Moelis summarized EDR’s Revised Proposal, (ii) the Special Committee and its advisors discussed their initial reactions to such Revised Proposal, (iii) the representatives of Moelis noted that EDR had separately indicated to Moelis that EDR was considering adding certain additional businesses and assets that were complementary to the IMG Media Business included in the initial Proposal to the Revised Proposal, and (iv) the representatives of Skadden discussed certain legal and tax considerations related to the use of TKO Common Units rather than TKO PubCo Class A Common Stock as consideration in a Potential Transaction. Following discussion, the Special Committee directed Moelis to develop detailed talking points for the Special Committee’s response to the Revised Proposal, including (i) a base purchase price of $3.2 billion payable in a fixed number of TKO Common Units (based on the VWAP of TKO PubCo Class A Common Stock agreed at signing), and the equivalent number of corresponding shares of TKO PubCo Class B Common Stock, on a cash-free, debt-free, normalized working capital basis, (ii) no purchase price adjustment based on full year 2024 results but a need to diligence the most current financial results of the Initial Businesses that were available, (iii) that the Special Committee was open to a capital return program for the Company, but that the potential adoption of such a policy was a matter for the full Board to determine, and (iv) a request that EDR provide, as soon as possible, (x) a draft Transaction Agreement for the Special Committee’s review and consideration, (y) an analysis of normalized working capital and proposed working capital targets for the Initial Businesses and (z) responses to the outstanding confirmatory legal due diligence questions and requests.

On September 26, 2024, representatives of Moelis provided draft talking points to the Special Committee reflecting the foregoing, and the Special Committee directed Moelis to convey to EDR the Special Committee’s response to the Revised Proposal.

Later that day on September 26, 2024, representatives of Moelis called representatives of EDR and conveyed the Special Committee’s counter to the Revised Proposal. On that call, EDR proposed adding additional businesses complementary to the IMG Media Business to the Potential Transaction, including the Golf Events Business, Mailman Business, Formula Drift Business, and International Figure Skating Business (which, together with the IMG Media Business, comprise the IMG Business) (each as further described in the section entitled “Management’s Discussion and Analysis of the Businesses” beginning on page 95) (the “Additional Businesses” and, together with the Initial Businesses, collectively, the “Businesses”), and requested that the Special Committee provide a further updated response to the Revised Proposal after considering the Additional Businesses. Following such phone call, EDR shared an email outlining the Additional Businesses to be included in the perimeter of the Potential Transaction, which Moelis promptly shared with the Special Committee. The Special Committee then directed Moelis, Skadden and Mr. Schleimer to conduct and oversee diligence on the Additional Businesses with the support of certain other Company Specified Management. Later that day, representatives of EDR sent certain unaudited historical financial information for fiscal years 2024 through 2028 (including certain extrapolations based on such fiscal years) inclusive of the Additional Businesses (the “EDR Addendum Financial Model”) to representatives of Moelis.

From September 27, 2024 through October 23, 2024, representatives of Moelis, Skadden and Company Specified Management conducted detailed financial and legal diligence on the Additional Businesses, including reviewing (i) certain management presentations regarding the proposed Additional Businesses and (ii) the EDR Addendum Financial Model, and conducting diligence calls with representatives of EDR with respect to the Additional Businesses, as applicable.

On September 30, 2024, Latham sent Skadden an initial draft of the Transaction Agreement and other related Transaction Documents (including the Transition Services Agreement), which Skadden then shared with the members of the Special Committee, Moelis and Messrs. Krauss and Schleimer. Later that day, representatives of EDR sent an analysis of working capital and proposed cash-like and debt-like items for purposes of the purchase price adjustments to be included in the Transaction Agreement to representatives of Moelis. Over the course of the next several weeks, Moelis, representatives of the Company and EDR held frequent conversations to discuss working capital and the treatment of cash-like and debt-like items.

On October 2, 2024, the Special Committee held a meeting via videoconference, with representatives of Skadden and Moelis and Messrs. Krauss and Schleimer in attendance for portions of such meeting. Representatives of Moelis provided preliminary perspectives on the Additional Businesses, while noting that additional diligence would be required. The members of the Special Committee provided their initial reactions to the proposed Additional Businesses and requested that Mr. Shapiro provide his perspective on the Additional Businesses at the next Special Committee meeting. Representatives of Skadden also provided their perspectives on the initial draft Transaction Agreement and other related Transaction Documents received from Latham and the material business issues raised thereby, including (i) Skadden’s view that the draft Transaction Agreement required further precision on various topics including the perimeter of assets, liabilities and employees, treatment of employee equity awards and internal reorganization steps to be completed by EDR to separate the Businesses from EDR’s other businesses prior to transferring them to the Company, (ii) the proposed use of 30-day VWAP of TKO PubCo Class A Common Stock (rather than a shorter period) to determine the value of TKO Common Units to be issued to EDR, (iii) optionality for EDR in determining whether to settle purchase price adjustments in cash or TKO Common Units, (iv) a proposal for upward adjustments to the purchase price in respect of all pre-closing spending by the OLE Business related to the Milan 2026 Olympics, Los Angeles 2028 Olympics, FIFA 2026 World Cup, certain upfront payments made to a key commercial counterparty in connection with the Key Contract Extension and expected future cash flows related to the FA Cup, (v) absence of a closing condition in respect of the Key Contract Extension, and (vi) that EDR would be contractually entitled to control the defense of any and all litigation related to the Transaction.

Later that day on October 2, 2024, representatives of Moelis, Company Specified Management and Skadden met with representatives of EDR via videoconference to discuss diligence matters with respect to the Additional Businesses. Representatives of EDR provided additional information on the Additional Businesses and answered follow-up diligence questions previously made available to representatives of EDR by representatives of Moelis.

Between October 3, 2024 and October 9, 2024, representatives of Skadden discussed the Transaction Agreement and other related Transaction Documents and the issues presented thereby with members of the Special Committee, Messrs. Krauss and Schleimer, certain other Company Specified Management and representatives of Moelis via a series of telephonic calls and videoconferences.

On October 6, 2024, representatives of Latham sent representatives of Skadden a detailed response to many of Skadden’s prior follow-up diligence questions and requests that representatives of Skadden previously shared. From October 6, 2024, to October 23, 2024, representatives of Skadden sent additional follow-up legal diligence questions and requests to Latham, representatives of Latham and EDR responded thereto, and various calls were held on specific legal diligence topics among Skadden, Latham, certain members of Company Specified Management and representatives of EDR. Throughout this process, the representatives of Skadden periodically briefed the Special Committee, and, at the Special Committee’s request, representatives of Moelis, and Messrs. Krauss and Schleimer, on the status of legal diligence and material findings relevant to negotiations on the Transaction Agreement and other related Transaction Documents.

On October 7, 2024, representatives of Moelis, Messrs. Krauss and Schleimer and certain other Company Specified Management met by videoconference with representatives of EDR to discuss follow-up financial diligence matters, including working capital. From October 7, 2024 to October 23, 2024, representatives of Moelis and Company Specified Management sent additional follow-up financial and operational diligence questions and requests to representatives of EDR and representatives of EDR and its advisors responded thereto, and various calls were held on specific financial diligence topics among Moelis, Company Specified Management and representatives of EDR, including a telephonic call on October 10, 2024 to discuss working capital, cash-like and debt-like items and to responses to financial diligence questions representatives of Moelis had previously sent to representatives of EDR. Throughout this process, representatives of Moelis and Mr. Schleimer periodically briefed the Special Committee, representatives of Skadden, and Company Specified Management on the status of financial and operational diligence conducted by representatives of Moelis and Company Specified Management and material findings relevant to negotiations on the Transaction Agreement and other related Transaction Documents.

On October 9, 2024, the Special Committee held a meeting via videoconference, with representatives of Skadden and Moelis and Messrs. Krauss, Schleimer and Shapiro in attendance for portions of such meeting. At the Special Committee’s request, Mr. Shapiro provided an overview of his perspective on the Additional Businesses, including his views on how the Additional Businesses fit with the Initial Businesses in the Revised Proposal, as well as the Company’s existing business. Mr. Shapiro explained his view that the Additional Businesses were included at this stage in the process as such businesses should have been included in the perimeter initially due to their relationship to and synergies with the Businesses included in the initial Proposal, as well as the overlap of the management teams of these Additional Businesses with the IMG Media Business. Mr. Shapiro also provided an update on other key developments at the Businesses, including updates on commercial agreement negotiations. Mr. Shapiro also indicated to the Special Committee that if the Company were to acquire the Additional Businesses, he and Mr. Emanuel would each waive their eligibility to receive their asset sale bonuses that would have otherwise been payable as a result of a Potential Transaction, described in more detail in the section entitled “The Transaction — Interests of TKO PubCo’s Directors and Executive Officers in the Transaction” beginning on page 65. Mr. Shapiro also answered questions from the Special Committee and, once discussions had concluded, subsequently left the meeting. Representatives of Moelis then provided their preliminary perspectives on valuation of the Additional Businesses along with certain key diligence findings identified in collaboration with Company Specified Management related to the Additional Businesses. The Special Committee discussed whether to update the Special Committee’s response to the Revised Proposal in light of EDR proposing to include the Additional Businesses in the Potential Transaction, and after discussion of various matters including negotiating tactics, the Special Committee determined to revise its response to the Revised Proposal to reflect a base purchase price of $3.25 billion, and instructed Moelis to convey the same to EDR. The Special Committee also instructed Skadden to send a revised draft of the Transaction Agreement to Latham, which reflected, among other revisions, (i) clarification of the perimeter of assets, liabilities and

employees, treatment of employee equity awards and internal reorganization steps to be completed by EDR to separate the Businesses from EDR’s other businesses prior to transferring them to the Company, (ii) that EDR’s proposal for use of 30-day VWAP was still under review by the Special Committee, (iii) that the Special Committee was still considering whether purchase price adjustments should be settled in cash or TKO Common Units but was not willing to give EDR optionality on the form of consideration for adjustments, (iv) a cap on the amount of cash that would give rise to upward purchase price adjustments and that the Special Committee was not in agreement that the purchase price should be increased for all pre-closing spending by the OLE Business related to the Milan 2026 Olympics, Los Angeles 2028 Olympics, FIFA 2026 World Cup, certain upfront payments made to a key commercial counterparty in connection with the Key Contract Extension and expected future cash flows related to the FA Cup, (v) certain additional debt-like items to adjust the purchase price, including any requirement to pay certain consideration to the counterparty in connection with the Key Contract Extension and annual bonuses and accruals therefor in respect of in-scope personnel, (vi) that the Key Contract Extension would need to be signed prior to the Special Committee being willing to recommend the Potential Transaction, and (vii) that the Company would control the defense of any Transaction-related litigation against the Company or its representatives but would consult with EDR thereon and would not settle such litigation without EDR’s consent (not to be unreasonably withheld).

Later that day on October 9, 2024, upon authorization by the Special Committee, representatives of Moelis called representatives of EDR and conveyed the Special Committee’s revised response to the Revised Proposal, accepting the inclusion of the Additional Businesses in the Potential Transaction and increasing the base purchase price to $3.25 billion.

On October 10, 2024, representatives of Skadden sent a revised draft Transaction Agreement to representatives of Latham reflecting the Special Committee’s revisions, and from October 10, 2024 to October 13, 2024, representatives of Latham shared drafts of various other related Transaction Documents with representatives of Skadden, including a draft of the Trademark License Agreement, a draft of the EDR Parties’ confidential disclosure letter and proposed internal reorganization steps.

On October 11, 2024, representatives of EDR requested that Moelis, Skadden and Company Specified Management meet in person with EDR and its representatives to negotiate the Transaction Agreement and the related Transaction Documents the following week. After discussing this request with the Special Committee, representatives of Moelis and Skadden conveyed to representatives of EDR and Latham that the Special Committee was supportive of in-person negotiations, but that EDR would need to provide an issues list by October 13, 2024, so that the Special Committee could review and provide guidance to its advisors in advance of such negotiations.

On October 13, 2024, representatives of Latham sent to Skadden a list of material open issues identified by EDR in its review of the draft Transaction Agreement received from Skadden on October 10, 2024 to be discussed in the in-person negotiations, which included among other matters (i) the VWAP to be used to determine the value of TKO Common Units, (ii) whether purchase price adjustments should be settled in cash or TKO Common Units, (iii) whether a cap would be included on the amount of cash that would give rise to upward purchase price adjustments, (iv) the treatment of pre-closing spending by the OLE Business related to the Milan 2026 Olympics, Los Angeles 2028 Olympics, FIFA 2026 World Cup, certain upfront payments made to a key commercial counterparty in connection with the Key Contract Extension and expected future cash flows related to the FA Cup, (v) the scope of debt-like items that adjust purchase price downward, (vi) the treatment of the Key Contract Extension, and (vii) control over the defense of any Transaction-related litigation. The representatives of Skadden in turn sent such list to the Special Committee, representatives of Moelis and Messrs. Krauss and Schleimer.

Later that day on October 13, 2024, Mr. Schleimer, certain other Company Specified Management and representatives of Moelis met with EDR via teleconference to discuss the net working capital calculation, including the treatment of certain cash-like and debt-like items. EDR’s prior proposal (a) classified each of the following, among others, as cash-like items (with a corresponding increase to purchase price) (i) certain upfront payments made by EDR to the counterparty to a key commercial arrangement for the OLE Business (which arrangement is the same that was to

be extended pursuant to the Key Contract Extension) in respect of the current term of such contract before giving effect to any extension thereof (the “Prior Key Contract Payment”), (ii) all amounts funded prior to the closing of a Potential Transaction by EDR for the OLE Business related to the Milan 2026 Olympics, Los Angeles 2028 Olympics and FIFA 2026 World Cup and (iii) the face value of expected future cash flows related to the FA Cup, and (b) afforded debt-like treatment (with a corresponding decrease to purchase price) to, among other items, (i) accruals for certain contingent liabilities (which contingent liabilities would not be retained by EDR), (ii) certain revenue share obligations to PBR team sanction owners, (iii) accruals for 2024 bonuses and (iv) certain future payments to be made to a key commercial counterparty in connection with the Key Contract Extension. After lengthy discussions, the representatives of Moelis and EDR determined that one way to resolve the parties’ disagreements on the items outlined above would be for the parties to agree on a package approach (subject in all cases to the Special Committee’s approval of such package approach) in which (a) there would be no specific upward purchase price adjustment for (i) the Prior Key Contract Payment, (ii) any amounts funded on or prior to September 30, 2024, by EDR for the OLE Business related to the Milan 2026 Olympics, Los Angeles 2028 Olympics and FIFA 2026 World Cup, or (iii) expected future cash flows related to the FA Cup, (b) there would be a cash settled upward purchase price adjustment for any amounts funded after September 30, 2024, but before the closing of a Potential Transaction, by EDR for the OLE Business related to the Milan 2026 Olympics, Los Angeles 2028 Olympics and FIFA 2026 World Cup, (c) there would be no downward purchase price adjustment for any future payments required in connection with the Key Contract Extension, revenue share obligations to PBR team sanction owners (unless a current payable at closing) or accruals for certain contingent liabilities (but EDR would retain and indemnify the Company against such contingent liabilities), but there would be a downward purchase price adjustment for any accruals for 2024 bonuses, (d) the Company would pass through to EDR, upon future receipt, net payments for certain contracted media rights on the FA Cup, (e) an additional upward adjustment would be made at the closing in an amount equal to $50 million, payable in TKO Common Units, and (f) other than the purchase price adjustment described in clause (e), all other purchase price adjustments would be settled in cash. The representatives of Moelis and Messrs. Krauss and Schleimer indicated to EDR that they would present the potential compromise described above (the “October 13, 2024 Partial Compromise Package”) to the Special Committee at its next meeting so the Special Committee could assess.

On October 14, 2024, representatives of Skadden and Moelis, along with Messrs. Krauss and Schleimer, met via videoconference to discuss the issues list received from Latham and various logistical matters related to the upcoming in-person negotiations session with EDR.

Later that day on October 14, 2024, the Company’s Board held a meeting via videoconference, with Messrs. Schleimer and Krauss, certain other Company Specified Management and representatives of Moelis, Skadden, Latham (in its capacity as the Company’s outside counsel for matters other than the Potential Transaction) and Morgan Stanley & Co. LLC (“Morgan Stanley”), the Company’s financial advisor, who were in attendance for a portion of such meeting. During a portion of the meeting from which Messrs. Emanuel, Shapiro and Durban had recused themselves and representatives of Latham and Morgan Stanley were not in attendance, representatives of Moelis provided an update to the independent directors and WWE Designees who were not members of the Special Committee on the Special Committee’s negotiations to date with respect to the Potential Transaction, including as to (i) the key terms subject to ongoing negotiation, (ii) the addition of the Additional Businesses to the Potential Transaction, (iii) the Special Committee’s perspectives (informed by Mr. Schleimer and Moelis’s analysis) on the potential cost savings and synergies associated with the termination of the TKO Services Agreement and the Potential Transaction, and (iv) the expected next steps in the negotiations with EDR, including the upcoming scheduled in-person negotiations. Among other matters, the independent directors and WWE Designees who were not members of the Special Committee asked questions regarding diligence conducted to date. Messrs. Krauss and Schleimer, and representatives of Skadden and Moelis responded to the questions, and additional discussion ensued. Following discussion, Messrs. Emanuel, Shapiro and Durban and representatives of Latham and Morgan Stanley joined the meeting to discuss certain matters unrelated to the Potential Transaction.

Later during the course of the day on October 14, 2024, representatives of Skadden met via videoconference with the members of the Special Committee. On this call, among other matters, (i) the Special Committee provided its perspectives on the open issues to Skadden, including that the Special Committee was supportive of the

October 13, 2024 Partial Compromise Package with one exception—that certain obligations to pay consideration to the counterparty to the Key Contract Extension (whether in connection with execution of the same, at the closing of the Potential Transaction or in the future) must be treated as debt-like and result in a downward adjustment, settled in cash, to the purchase price for the Potential Transaction, using the same VWAP period as used to determine the number of TKO Common Units to be issued to EDR as consideration in the Potential Transaction for determining the value thereof for the purposes of the purchase price adjustment, (ii) the Special Committee and Skadden discussed various negotiating tactics and other considerations, and (iii) the Special Committee authorized Skadden, Moelis and Messrs. Krauss and Schleimer to negotiate on behalf of the Special Committee at the upcoming in-person negotiations, within a set of parameters provided by the Special Committee to Skadden.

On the evening of October 14, 2024, representatives of Skadden sent representatives of Latham issues lists for the Transition Services Agreement and the Trademark License Agreement.

Early during the morning of October 15, 2024, representatives of Skadden met in person with representatives of Moelis and Messrs. Krauss and Schleimer and conveyed the guidance and authorized negotiating parameters that Skadden had received from the Special Committee the prior evening. During the course of the remainder of the day on October 15, 2024, representatives of Skadden, Moelis, EDR and Latham, along with Messrs. Krauss and Schleimer and certain other Company Specified Management, met in-person at Skadden’s New York City office to negotiate the definitive Transaction Documents and open issues related thereto. As part of such negotiations, among other matters, (a) it was agreed that (i) the settlement of purchase price adjustments in cash or TKO Common Units would not be at EDR’s option, (ii) there would be a cap on the amount of cash that would give rise to upward purchase price adjustments (though the size of the cap was not agreed), (iii) there would be joint control over the defense of any Transaction-related litigation against the Company and (iv) there would be no downward purchase price adjustment for 2025 annual bonuses and accruals therefor in respect of in-scope personnel, and (b) the parties were unable to resolve (i) the VWAP to be used to determine the value of TKO Common Units, (ii) the treatment of certain additional debt-like items to adjust the purchase price, including any requirement to pay certain consideration to the counterparty in connection with the Key Contract Extension, (iii) whether the Key Contract Extension would be a condition to signing or closing of the Potential Transaction, (iv) whether EDR or the Company would control Transaction-related litigation against directors and officers of the Company and (v) the treatment of certain other contingent liabilities, including whether EDR would retain such liabilities, but narrowed the differences between the parties’ positions on such issues. In addition during the course of the day, (1) representatives of Moelis, Company Specified Management, and EDR held a working session to progress the determination of the Businesses’ normalized net working capital, (2) representatives of Skadden and Latham held a working session to resolve various legal drafting points in the Transaction Agreement, and (3) representatives of Skadden and Latham held working sessions to discuss certain technical points related to the Transition Services Agreement, the Trademark License Agreement and other intellectual property matters as well as employee related matters.

On October 16, 2024, the Special Committee held a meeting via videoconference, with Messrs. Schleimer and Krauss and representatives of Skadden and Moelis in attendance. Among other matters discussed, (i) the representatives of Skadden summarized the outcome of negotiations the prior day and the remaining open issues and (ii) representatives of Moelis discussed the outcome of negotiations on financial terms and related open issues, including, among others, the use of either a 30-day or 10-day VWAP for Company’s stock for purposes of deriving the value of TKO Common Units to be issued to EDR in the Potential Transaction. Following discussion, the Special Committee decided to counter EDR’s 30-day VWAP position with the authorization to negotiate for 15 or 20 days, but determined not to relay this counteroffer to EDR until EDR had provided a revised draft of the Transaction Agreement, as the Special Committee preferred to package the VWAP proposal with the resolution of other outstanding open points, including (1) adding the execution of the Key Contract Extension as a closing condition in the Company’s favor and (2) and the resolution of the various purchase price adjustment items.

Later that day on October 16, 2024, representatives of Skadden and Messrs. Schleimer and Krauss met via teleconference to finalize revised drafts of certain ancillary documents related to the Potential Transaction to be sent to Latham.

On October 17, 2024, representatives of Latham shared a revised draft of the Transaction Agreement with representatives of Skadden, who then shared it with the Special Committee, Messrs. Krauss and Schleimer and representatives of Moelis. The revised draft reflected the outcomes agreed in the previous negotiations. With respect to the open items, the draft, among other items, (i) provided for the use of 30-day VWAP of TKO PubCo Class A Common Stock to derive the value of TKO Common Units, (ii) indicated the treatment of certain additional debt-like items to adjust the purchase price downward, including any requirement to pay certain consideration to the counterparty in connection with the Key Contract Extension, were open issues, (iii) maintained EDR’s prior proposal on (a) the treatment of certain employee related liabilities, including that the Company would assume certain severance and termination indemnity liabilities and liabilities under all EDR benefit plans, whenever incurred, and (b) the treatment of employee equity, (iv) did not include the Key Contract Extension as a closing condition or expressly indicate that EDR agreed it would be required to be signed prior to the signing of a definitive agreement with respect to the Potential Transaction and (v) proposed a compromise position on the treatment of certain contingent liabilities by having EDR retain a subset of liabilities and transferring another subset to the Company.

On October 18, 2024, representatives of Moelis called Mr. Lublin and Mark Zhu, Executive Vice President and Head of Strategy of EDR, based on prior Special Committee authorization, and conveyed that the Special Committee’s position that the value of TKO Common Units issued in the Potential Transaction should be derived using a 20-day volume weighted average price of TKO PubCo Class A Common Stock, that the Key Contract Extension would be required to be signed prior to the Special Committee recommending the Potential Transaction and that any requirement to pay certain consideration to the counterparty in connection with the Key Contract Extension be treated as a downward purchase price adjustment. Messrs. Lublin and Zhu communicated that they would take such proposal back to EDR. Representatives of Moelis memorialized the terms of the proposal in a follow-up email to Messrs. Lublin and Zhu following the call.

On October 19, 2024, representatives of Skadden sent representatives of Latham a revised draft of the Transaction Agreement. The revised draft included, among other items, (i) the use of 20-day VWAP of TKO PubCo Class A Common Stock to derive the value of TKO Common Units, (ii) the Company’s prior proposal on the treatment of certain additional debt-like items (which have a corresponding decrease to the purchase price), including any requirement to pay certain consideration to the counterparty in connection with the Key Contract Extension, (iii) rejecting EDR’s proposal on the treatment of certain employee liabilities and instead having EDR retain such liabilities, while proposing a compromise position for the treatment of employee equity, (iv) that the Key Contract Extension should be required to be executed prior to signing and (v) accepting the compromise position on the treatment of contingent liabilities with certain clarifications.

Between October 19, 2024 to October 22, 2024, representatives of Latham, Skadden and Moelis continued to negotiate the final terms of the Transaction Agreement and other related Transaction Documents, and the parties finalized the due diligence process in collaboration with Company Specified Management.

On October 21, 2024, Mr. Schleimer approved the use of the Company Management Adjusted Projections (as defined herein), which included expected net savings from the cancellation of the TKO Services Agreement (the “TKO Expected Management Fee Savings”) and expected cost savings, synergies and related expenses and certain pro forma effects resulting from the Transaction (the “TKO Expected Synergies”), which are described and included in the section entitled “The Transaction — Certain Financial Projections of the Businesses” beginning on page 57, for use in Moelis’ financial analysis and shared the same with the Special Committee and the representatives of Moelis. Representatives of Moelis requested confirmation from the Special Committee that the Special Committee approved the use of such projections and was directing Moelis to use the projections in its fairness analysis.

On October 22, 2024, representatives of Moelis met with representatives of EDR via teleconference to discuss financial terms of the Transaction Agreement and other related Transaction Documents and agreed to, among other things, (x) utilize the 25-day volume weighted average price of the Company’s stock as a middle-

ground compromise for purposes of deriving the value of TKO Common Units to be issued to EDR in the Potential Transaction and (y) the Company’s preferred treatment of certain additional debt-like items to adjust the purchase price, including any requirement to pay certain consideration to the counterparty in connection with the Key Contract Extension.

Later on October 22, 2024, the Special Committee unanimously (i) approved Moelis’ use of, and reliance on, the Company Management Adjusted Projections in their financial analysis and (ii) acknowledged that the matters Moelis disclosed in its updated conflicts disclosure letter sent to the Special Committee the prior day did not alter the Special Committee’s determination that the historical fees received by Moelis from the Company, EDR, Silver Lake and certain of their affiliates were not material to Moelis or the deal team, and therefore the Special Committee’s determination that Moelis was independent for purposes of its engagement had not changed.

Later during the evening of October 22, 2024, the Key Contract Extension was signed, and a copy thereof was delivered by representatives of EDR to representatives of Company Specified Management, Moelis and Skadden, who informed the Special Committee that it had been signed.

On October 23, 2024, representatives of Moelis provided to Mr. Zhu and other representatives of EDR a detailed calculation of the value of TKO Common Units derived from the 25-day VWAP of TKO Class A Common Stock for the period ending on October 22, 2024, noting it would be updated once the 25-day VWAP for the period ending on October 23, 2024 was available later that day, the representatives of EDR agreed with the calculations contained therein and agreed to a specific process with Moelis for updating such calculation later in the day.

During the afternoon of October 23, 2024, the Special Committee held a meeting by videoconference, with Messrs. Schleimer and Krauss and representatives of Skadden and Moelis in attendance. Representatives of Skadden reviewed with the members of the Special Committee their fiduciary duties and then, referring to materials provided to the Special Committee in advance of the meeting, reviewed the terms and conditions of the proposed Transaction Agreement and related Transaction Documents to be entered into in connection with the Potential Transaction with members of the Special Committee, including, among others, (i) a base purchase price of $3.25 billion payable in a fixed number of TKO Common Units (based on the VWAP of TKO PubCo Class A Common Stock for the twenty five (25) trading days ending on October 23, 2024), and the equivalent number of corresponding shares of TKO PubCo Class B Common Stock, (ii) $50 million for certain cash outlays of the OLE Business prior to September 30, 2024, paid in a fixed number of TKO Common Units to be calculated after the close of trading derived from the 25-day VWAP of TKO Class A Common Stock, (iii) customary adjustments to be settled in cash for cash at the Businesses (subject to separate caps applicable to unrestricted cash and restricted cash) and certain cash-like items (including payments made after September 30, 2024, in respect of the Milan Olympics, Los Angeles Olympics and FIFA 2026 World Cup), debt and debt-like items (including the obligation to pay certain consideration to the counterparty to the Key Contract Extension in connection with the closing of the Transaction) and net working capital, (iv) the retention by EDR of certain third party claims identified in diligence, (v) an obligation to pass through to EDR the net revenues for certain contracted media rights on the FA Cup, and (vi) that the TKO Services Agreement would terminate at closing of the Transaction and that the Transition Services Agreement would be entered into at the Closing. Representatives of Moelis, referring to materials provided to the Special Committee in advance of the meeting, then summarized for the Special Committee the robust process the Special Committee and its advisors had undertaken to evaluate the Proposal and the Revised Proposal, including EDR’s proposed inclusion of the Additional Businesses, and negotiate improved terms for the Potential Transaction. Representatives of Moelis then reviewed their financial analyses of the Transaction, a summary of which is included in the section entitled “The Transaction — Opinion of Financial Advisor to the TKO PubCo Special Committee (Moelis) — Summary of Financial Analyses” beginning on page 48, and delivered to the Special Committee an oral opinion, to the effect that, as of that date, and based upon and subject to certain assumptions, procedures, factors, qualifications and limitations, the consideration to be paid by the Company in the Transaction was fair from a financial point of view to the

Company and that Moelis would provide to the Special Committee a written copy of its opinion for their records. The Special Committee then discussed, among other things, the reasons in favor of the Transaction and the considerations related to the Transaction, as each are further described in the section entitled “The Transaction — Recommendation of the Special Committee; Reasons for the Transaction” beginning on page 43. Following discussion, the Special Committee unanimously determined that the Transaction Documents and the Transaction, on the terms and subject to the conditions set forth therein, are advisable, fair to and in the best interests of the Company and the Public Stockholders. The Special Committee further recommended that the Board (a) determine that the Transaction Documents and the Transaction (including the other transactions contemplated by the Transaction Documents) are fair to and in the best interests of the Company and its stockholders, including the Public Stockholders, (b) approve and declare advisable the Transaction Documents and the Transaction (including the other transactions contemplated by the Transaction Documents), (c) authorize and approve the execution, delivery and performance by the Company of the Transaction Documents and the consummation of the Transaction (including the other transactions contemplated by the Transaction Documents) upon the terms and subject to the conditions set forth therein and (d) recommend the adoption and approval of the Transaction Documents and the Transaction (including the other transactions contemplated by the Transaction Documents) to the stockholders of the Company. In addition, the Special Committee also authorized Messrs. Schleimer and Krauss to finalize the Transaction Agreement and the Transaction Documents, including as to the specific number of TKO Common Units to be issued once the 25-day VWAP as of October 23, 2024, became available after the close of trading hours.

Following the conclusion of the Special Committee meeting on October 23, 2024, the Board held a meeting by videoconference, with representatives of Skadden, Moelis and Latham (in its capacity as corporate counsel to the Company) in attendance, along with Messrs. Schleimer and Krauss and certain other Company Specified Management. Mr. Krauss noted that the Special Committee had approved the Transaction Agreement, the other Transaction Documents and the Transaction (including the other transactions contemplated by the Transaction Documents) and made the Special Committee Recommendation, and that Moelis had delivered an oral opinion, to the effect that, as of that date, and based upon and subject to certain assumptions, procedures, factors, qualifications and limitations, the consideration to be paid by the Company in the Transaction was fair from a financial point of view to the Company and that Moelis would provide to the Special Committee a written copy of its opinion for their records. Mr. Krauss then reviewed the terms of the Transaction Agreement and the Transaction (including the other transactions contemplated by the Transaction Documents) with the members of the Board consistent with the summary provided to the Special Committee earlier that day. Mr. Krauss also reviewed the terms of the Emanuel Letter Agreement Amendment, pursuant to which, among other things, Mr. Emanuel waived his eligibility to receive a $25,000,000 asset sale bonus that would have been payable following the sale or disposition (in one or a series of transactions) of all of, or all except a de minimis portion of, certain specified assets of EDR and EOC, and the terms of the Existing Shapiro Employment Agreement Amendment and the Shapiro A&R Employment Agreement Amendment, pursuant to which, among other things, Mr. Shapiro waived his eligibility to receive the Asset Sale Bonuses, each of which would be executed concurrently with the execution of the Transaction Agreement and other related Transaction Documents. For more information, see the section entitled “The Transaction — Interests of TKO PubCo’s Directors and Executive Officers in the Transaction — Asset Sale Bonus Waivers” beginning on page 66.

Following this discussion on October 23, 2024, the independent directors, WWE Designees and full Board (including on behalf of the Company in its capacity as managing member of TKO) unanimously (a) determined that the terms and conditions of the Transaction Agreement, the other Transaction Documents, and the Transaction (including the other transactions contemplated by the Transaction Documents), are advisable, fair to and in the best interests of the Company and its stockholders, including the Public Stockholders, (b) approved and declared advisable the Transaction Agreement, the other Transaction Documents, and the Transaction (including the other transactions contemplated by the Transaction Documents), (c) authorized and approved the execution, delivery and performance by the Company of the Transaction Documents and the consummation of the Transaction (including the other transactions contemplated by the Transaction Documents), upon the terms and subject to the conditions set forth therein and (d) recommended the adoption and approval of the Transaction

Agreement and the consummation of the Transaction (including the other transactions contemplated by the Transaction Documents) by the stockholders of the Company.

Later during the evening of October 23, 2024, the representatives of Latham and Skadden finalized the Transaction Agreement and other related Transaction Documents in consultation with EDR and the Special Committee, respectively, and the parties thereto executed the Transaction Agreement and other related Transaction Documents. Prior to trading hours on October 24, 2024, the Company and EDR announced the execution of the Transaction Agreement. Shortly following the execution of the Transaction Agreement, representatives of Latham sent representatives of Skadden an executed written consent on behalf of the holders of a majority of the voting power of the outstanding shares of TKO PubCo Class A Common Stock and TKO PubCo Class B Common Stock adopting, approving and ratifying the Transaction Agreement, the Transaction Documents, and the Transaction (including the other transactions contemplated by the Transaction Agreement).

Professional Bull Riders, LLC (“PBR”) was previously party to a Media Rights Agreement (the “MSM Agreement”) with Merit Street Media (“MSM”). The MSM Agreement was effective as of May 20, 2024. On October 2, 2024, PBR sent MSM a notice of breach under the MSM Agreement for MSM’s failure to timely pay its monthly rights fee instalment of $3,500,000. On November 2, 2024, PBR terminated the MSM Agreement and filed a claim against MSM for all rights fees owed under the MSM Agreement. The claim is currently pending in arbitration. The MSM Agreement was a material commercial agreement of the PBR Business.

IMG Media Limited is currently party to an agreement with The Football Association Premier League Limited (“FAPL”) for the provision of international production and distribution services (the “Premier League Productions Agreement”), which is expected to expire in the second quarter of 2026. On or around November 15, 2024, FAPL informed EDR that it does not intend to extend or renew the Premier League Productions Agreement. The Premier League Productions Agreement is a material commercial agreement of the IMG Media Business.

Recommendation of the Special Committee; Reasons for the Transaction

At a meeting held on October 23, 2024, the Special Committee unanimously determined that the Transaction Agreement, the Ancillary Agreements and Transaction, on the terms and subject to the conditions set forth therein, are advisable, fair to and in the best interests of TKO PubCo and the Public Stockholders. The Special Committee further recommended that the Board (a) determine that the Transaction Agreement, the Ancillary Agreements and Transaction are fair to and in the best interests of TKO PubCo and its stockholders, including the Public Stockholders, (b) approve and declare advisable the Transaction Agreement, the Ancillary Agreements and Transaction, (c) authorize and approve the execution, delivery and performance by TKO PubCo of the Transaction Agreement, the Ancillary Agreements and Transaction upon the terms and subject to the conditions set forth therein and (d) recommend the adoption and approval of the Transaction Agreement, the Ancillary Agreements and Transaction to the stockholders of TKO PubCo.

In the course of reaching its determination and making its recommendation, the Special Committee considered a number of factors, including, but not limited to, the following (which factors are not necessarily presented in order of relative importance):

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the industrial logic of the Transaction for TKO PubCo, including the potential for significant cost and revenue synergies between the existing TKO PubCo businesses and the Businesses, including in light of acquisition alternatives reasonably available to TKO PubCo in the near term;

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the attractive purchase price for the Businesses negotiated in connection with the Transaction and the delivery by Moelis of its oral opinion to the Special Committee, subsequently confirmed in writing, to the effect that, as of October 23, 2024, and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken as set forth in Moelis’ written opinion, (i) the Closing Consideration to be paid by TKO and (ii) the Issuance by TKO PubCo, in each case in the Transaction was fair, from a financial point of view, to TKO PubCo;

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the receipt of the Key Contract Extension prior to signing the Transaction Agreement, which reduced uncertainty relating to a key customer of the Businesses over the long-term;

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support for the Transaction on the terms and conditions of the Transaction Agreement from the Company Specified Management;

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the ability to acquire the Businesses for equity consideration, enabling TKO PubCo to retain its ability to use cash from its existing businesses and the Businesses to pursue other objectives, including returning capital to investors, deleveraging and/or acquiring other businesses;

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the fact that the Closing Consideration is payable in a fixed number of TKO Common Units based on the VWAP of TKO PubCo Class A Common Stock for the twenty five (25) trading days ending on October 23, 2024, and that such VWAP was high relative to the trading range of TKO PubCo Class A Common Stock over the trailing twelve months;

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the Special Committee’s belief that it had negotiated terms and conditions for the Transaction Agreement that were favorable to TKO PubCo and its stockholders (other than the Specified Stockholders); and

•

the likelihood that the Transaction will be completed, including after consideration of, among other things (i) the absence of any significant regulatory approvals required to complete the Transaction and (ii) the likelihood of TKO PubCo obtaining the required stockholder approval for the Transaction.

The Special Committee also considered certain risks, uncertainties, restrictions and potentially negative factors associated with the Transaction, including, but not limited to, the following (which risks are not necessarily presented in order of relative importance):

•

the Transaction may not be completed in a timely manner or at all and the potential consequences of non-completion or delays in completion of the Transaction;

•

the potential challenges of developing and executing a successful strategy and business plan for combining the existing TKO PubCo businesses and the Businesses;

•

the possibility that the Businesses might not achieve their projected financial results and the risk of not capturing all the anticipated savings and synergies and the risk that other anticipated benefits may not be realized;

•

the potential for diversion of management and employee attention during the period prior to completion of the Transaction and the potential negative effects on TKO PubCo’s business;

•

risks related to stockholder litigation and other legal and regulatory proceedings that have been and that may in the future be instituted against TKO PubCo following the announcement of the Transaction, which could delay or prevent the consummation of the Transaction, result in significant cost to TKO PubCo and/or the diversion of management and employee attention, and/or have unfavorable outcomes for TKO PubCo; and

•

various other risks described in section entitled “Risk Factors” beginning on page 21.

After taking into account all of the factors set forth above, as well as others, the Special Committee concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the Transaction were outweighed by the potential benefits of the Transaction to TKO PubCo and the Public Stockholders. The above discussion of the information and factors considered by the Special Committee is not intended to be exhaustive. In reaching its determination and recommendation, the Special Committee did not quantify, rank or assign any relative or specific weight to any of the foregoing factors, and individual members of the Special Committee may have considered various factors differently. The Special Committee did not undertake to make any specific determination as to whether any specific factor, or any particular aspect of any factor, supported or did not support its ultimate recommendation. Moreover, in considering the information and factors described above, individual members of the Special Committee may have given differing weights to differing factors. The Special Committee based its recommendation on the totality of the information presented.

Recommendation of the TKO PubCo Board(page 45)

The Board (including the independent directors and WWE Designees) considered and relied upon the analyses and the unanimous Special Committee Recommendation as set forth in the section entitled “The Transaction — Recommendation of the Special Committee; Reasons for the Transaction” beginning on page 43 in arriving at this determination and recommendation. In considering the Special Committee’s analyses and the Special Committee Recommendation, the Board (including the independent directors and WWE Designees) reviewed and discussed information with respect to the Businesses’ financial condition, results of operations, competitive position and business strategy, as well as current industry, economic and market conditions and trends. The material factors that supported the Board’s determination and recommendation, in addition to the Special Committee Recommendation, are those set forth in the section entitled “The Transaction — Recommendation of the Special Committee; Reasons for the Transaction” beginning on page 43.

Required Stockholder Approval for the Transaction

Under Section 228 of the DGCL and the TKO PubCo Certificate of Incorporation, the adoption of the Transaction Agreement required the affirmative vote of the holders of a majority of the voting power of the TKO PubCo Shares issued and outstanding. Under Section 312.03 of the NYSE Listed Company Manual stockholder approval is required prior to the issuance of TKO PubCo Shares, or of securities convertible into TKO PubCo Shares, in any transaction or series of related transactions to a director, officer, controlling shareholder or member of a control group or any other “substantial security holder” of TKO PubCo if the number of TKO PubCo Shares, or the number of TKO PubCo Shares into which the securities may be converted, exceeds one percent (1%) of the voting power of TKO PubCo before such issuance. Because the TKO PubCo Shares to be issued to the EDR Parties, who are considered a “controlling shareholder” of TKO PubCo under Section 312.03 of the NYSE Listed Company Manual, pursuant to the Transaction Agreement, including the Transaction, exceeds one percent (1%) of the number of TKO PubCo Shares outstanding before the issuance, stockholder approval is required.

On October 23, 2024, following the execution of the Transaction Agreement, (a) WME IMG, which on such date beneficially owned 1,642,970 shares of TKO PubCo Class A Common Stock, (b) EOC, which on such date beneficially owned 75,412,059 shares of TKO Common Units (and an equal number of TKO PubCo Class B Common Stock), (c) January HoldCo, which on such date beneficially owned 7,662,799 shares of TKO Common Units (and an equal number of TKO PubCo Class B Common Stock) and (d) January Sub, which on such date beneficially owned 6,542,033 shares of TKO Common Units (and an equal number of TKO PubCo Class B

Common Stock), together collectively beneficially owning a majority of the aggregate voting power of the outstanding TKO PubCo Shares delivered the Written Consent. No further action by any other TKO PubCo stockholder is required under applicable law or the Transaction Agreement (or otherwise) in connection with the adoption of the Transaction Agreement. As a result, TKO PubCo is not soliciting your vote for the adoption of the Transaction Agreement and will not call a stockholders’ meeting for purposes of voting on the adoption of the Transaction Agreement. No action by the stockholders of TKO PubCo is required to complete the Transaction and all requisite corporate action by and on behalf of the TKO Parties and the EDR Parties required to complete the Transaction has been taken. If the Transaction Agreement is terminated in accordance with its terms, the Written Consent will be of no further force and effect.

Federal securities laws state that the Transaction Agreement, including the Transaction, may not be completed until twenty (20) days after the date of mailing of this Information Statement to TKO PubCo’s stockholders. Therefore, notwithstanding the execution and delivery of the Written Consent (which was obtained concurrently with the execution of the Transaction Agreement), the Transaction will not occur until that time has elapsed. We currently expect the Transactions to be completed in the first half of 2025, subject to certain conditions to closing in the Transaction Agreement. However, there can be no assurance that the Transaction will be completed at or prior to that time, or at all.

Opinion of Financial Advisor to the TKO PubCo Special Committee (Moelis)

The Special Committee considered the financial analyses of Moelis, as reviewed and discussed with Company Specified Management, as well as the opinion of Moelis to the effect that, as of October 23, 2024, and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken as set forth in Moelis’ written opinion, (i) the Closing Consideration to be paid by TKO and (ii) the Issuance by TKO PubCo, in each case in the Transaction (together, the “Transaction Consideration”) was fair, from a financial point of view, to TKO PubCo.

In arriving at its opinion, Moelis, among other things:

•

reviewed certain publicly available business and financial information relating to TWI, the Businesses and TKO PubCo, including publicly available research analysts’ financial forecasts relating to TKO PubCo;

•

reviewed certain internal information relating to the business, earnings, cash flow, assets, liabilities and prospects of TKO PubCo furnished to Moelis by TKO PubCo, including financial forecasts provided to or discussed with Moelis by Company Specified Management;

•

reviewed certain internal information relating to the business, earnings, cash flow, assets, liabilities and prospects of TWI and the Businesses furnished to Moelis by Company Specified Management and the EDR Parties, including financial forecasts provided to or discussed with Moelis by Company Specified Management;

•

reviewed certain internal information relating to the expected net savings from the cancellation of the TKO Services Agreement, furnished to Moelis by Company Specified Management and the EDR Parties;

•

reviewed certain internal information relating to cost savings, synergies and related expenses and certain pro forma effects, in each case expected to result from the Transaction, furnished to Moelis by Company Specified Management and the EDR Parties;

•

conducted discussions with members of the senior management and representatives of TWI, the Businesses, Company Specified Management and the EDR Parties concerning the information described in clauses (i) through (v), as well as the businesses and prospects of TWI, the Businesses and TKO PubCo generally;

•

reviewed publicly available financial and stock market data of certain other companies in lines of business that Moelis deemed relevant;

•

reviewed the financial terms of certain other transactions that Moelis deemed relevant;

•

reviewed the draft, dated October 23, 2024, of the Transaction Agreement;

•

participated in certain discussions and negotiations among representatives of TWI, the Businesses, the EDR Parties and Company Specified Management and their advisors; and

•

conducted such other financial studies and analyses and took into account such other information as Moelis deemed appropriate.

In connection with its analysis and opinion, Moelis relied on the information supplied to, discussed with or reviewed by Moelis being complete and accurate in all material respects. Moelis did not independently verify any such information (or assume any responsibility for the independent verification of any such information). Moelis also relied on the representation of Company Specified Management that they were not aware of any facts or circumstances that would make any such information inaccurate or misleading. Moelis also relied upon, without independent verification, the assessment of TKO PubCo and its legal, tax, regulatory and accounting advisors with respect to legal, tax, regulatory and accounting matters. With respect to the financial forecasts and the other information relating to TWI, the Businesses, TKO PubCo, the TKO Expected Management Fee Savings and the TKO Expected Synergies referred to above, Moelis assumed, at the direction of the Special Committee, that they were reasonably prepared on a basis reflecting the best currently available estimates and judgments of Company Specified Management as to the future performance of TWI, the Businesses, TKO PubCo, the TKO Expected Management Fee Savings and the TKO Expected Synergies (including the amount, timing and achievability thereof). Moelis also assumed, at the direction of the Special Committee, that the future financial results, the TKO Expected Management Fee Savings and the TKO Expected Synergies will be achieved at the times and in the amounts projected. In addition, Moelis relied on the assessments of Company Specified Management as to TKO PubCo’s ability to retain key employees of TWI and integrate the businesses of TWI and TKO PubCo. Moelis expressed no views as to the reasonableness of any financial forecasts, the TKO Expected Management Fee Savings, the TKO Expected Synergies, the EDR June Management Fee Savings and Expected Synergies, the EDR September Management Fee Savings and Expected Synergies or the assumptions on which they were based. In addition, Moelis did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet or otherwise) of TWI, the Businesses or TKO PubCo, nor was Moelis furnished with any such evaluation or appraisal.

Moelis’ opinion did not address TKO PubCo’s underlying business decision to effect the Transaction or the relative merits of the Transaction as compared to any alternative business strategies or transactions that might be

available to TKO PubCo and did not address any legal, regulatory, tax or accounting matters. Moelis was not asked to, and did not, offer any opinion as to any terms of the Transaction Agreement or any aspect or implication of the Transaction, except for the fairness of the Transaction Consideration from a financial point of view to TKO PubCo. Moelis did not express any opinion as to what the value of the shares of TKO PubCo Class B Common Stock or the TKO Common Units actually will be when issued pursuant to the Transaction or the prices at which the TKO PubCo Class A Common Units may trade at any time. In rendering its opinion, Moelis assumed that the final executed form of the Transaction Agreement would not differ in any material respect from the draft that Moelis reviewed, that the Transaction would be consummated in accordance with its terms without any waiver or modification that could be material to Moelis’ analysis, that the representations and warranties of each party set forth in the Transaction Agreement were accurate and correct and that the parties to the Transaction Agreement would comply with all the material terms of the Transaction Agreement. Moelis assumed that all governmental, regulatory or other consents or approvals necessary for the completion of the Transaction would be obtained, except to the extent that could not be material to Moelis’ analysis.

Moelis’ opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Moelis as of, the date of the opinion, and Moelis assumed no responsibility to update its opinion for developments after the date of the opinion.

Moelis’ opinion did not address the fairness of the Transaction or any aspect or implication thereof to, or any other consideration of or relating to, the holders of any class of securities, creditors or other constituencies of TWI, the Businesses, the EDR Parties or TKO PubCo. In addition, Moelis did not express any opinion as to the fairness of the amount or nature of any compensation to be received by any officers, directors or employees of any parties to the Transaction, or any class of such persons, whether relative to the Transaction Consideration or otherwise. Moelis’ opinion was approved by a Moelis fairness opinion committee.

Summary of Financial Analyses

The following is a summary of the material financial analyses presented by Moelis to the Special Committee at its meeting held on October 23, 2024 in connection with delivery of Moelis’ opinion. This summary describes the material analyses underlying Moelis’ opinion but does not purport to be a complete description of the analyses performed by Moelis in connection with its opinion.

Some of the summaries of financial analyses below include information presented in tabular format. In order to fully understand Moelis’ analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the analyses. Considering the data described below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Moelis’ analyses.

For the purposes of Moelis’ analyses:

•

“Adjusted EBITDA” was generally calculated as the relevant company’s EBITDA, adjusted for company-defined non-recurring and non-cash items (and, with respect to the Businesses, reduced by allocable intercompany expenses and excluding stock-based compensation (“SBC”) expense and the impact of Olympics and FIFA with respect to the OLE Business).

•

“Total Enterprise Value” (or “TEV”) was generally calculated as the market value of the relevant company’s fully diluted common equity based on its closing stock price on a specified date, plus (a) debt less (b) cash and cash equivalents plus (c) the book value of preferred stock and non-controlling interests, where applicable (in each of the foregoing cases as of the relevant company’s most recently reported quarter end).

Unless the context indicates otherwise, (i) the estimates of the future financial performance for the selected publicly traded companies listed below were based on certain publicly available research analyst estimates for those companies, and (ii) the financial analysis of Moelis described below utilized the Company Management Adjusted Projections.

Based on Moelis’ professional judgment and experience, Moelis performed its financial analyses (with respect to its DCF analyses, selected publicly traded companies analyses and selected precedent transaction analyses, each as set forth below) on a sum-of-the parts basis. As such, Moelis performed separate analyses for (i) the IMG Media Business (which, for the purposes of Moelis’ opinion and the discussion below, also includes the other businesses comprising the IMG Business (including the Golf Events Business, the Formula Drift Business, the Mailman Business and the International Figure Skating Business), (ii) the OLE Business and (iii) the PBR Business (each as defined in the section entitled “Management’s Discussion and Analysis of the Businesses” beginning on page 95), as further discussed below.

Discounted Cash Flow Analysis

IMG Media Business.

Utilizing the Company Management Adjusted Projections, Moelis performed a DCF analysis of the IMG Media Business to calculate the present value, as of December 31, 2024, of (a) the estimated present value of unlevered after-tax free cash flows of the IMG Media Business for the calendar years ending December 31, 2025 through December 31, 2028 (discounted using the mid-year discounting convention) and (b) the estimated terminal value of the IMG Media Business. For purposes of the DCF analysis, Moelis calculated the IMG Media Business’s unlevered free cash flow as Adjusted EBITDA less (i) SBC expense, (ii) cash taxes, (iii) capital expenditures, (iv) merger and acquisition payments and (v) changes in net working capital. Moelis’ DCF analysis of the IMG Media Business also excluded the impact of the Remaining EDR Group retaining the right to receive certain payments in connection with the Football Association Cup contract after the Closing of the Transaction.

Moelis utilized a range of discount rates of 9.25% to 12.00% based on an estimated range of the IMG Media Business’s weighted average cost of capital (“WACC”). The estimated WACC range for the IMG Media Business was calculated using the capital asset pricing model and a size premium. Moelis used the foregoing range of discount rates to calculate estimated present values as of December 31, 2024 of (a) estimated present value of unlevered after-tax free cash flows of the IMG Media Business for the calendar years ending December 31, 2025 through December 31, 2028 (discounted using the mid-year discounting convention) and (b) estimated terminal value derived by applying a range of selected terminal multiples of 12.0x to 15.0x to the IMG Media Business’s estimated terminal year Adjusted EBITDA (which was equal to the IMG Media Business’s estimated terminal year Adjusted EBITDA for the calendar year ending December 31, 2028). For purposes of selecting the reference range of terminal multiple to apply to the IMG Media Business’s estimated terminal year Adjusted EBITDA, Moelis noted that the terminal multiple range was informed by (i) multiples of selected publicly traded companies, (ii) Moelis’ professional judgment, based on its industry knowledge and experience and (iii) the reasonableness of the perpetuity growth rates implied by the DCF values using this multiple range.

Based on the foregoing, Moelis derived an implied TEV range for the IMG Media Business of $1,428 million to $1,885 million (excluding the TKO Expected Management Fee Savings and TKO Expected Synergies).

OLE Business.

Moelis performed separate DCF analyses of (i) the OLE Business excluding Olympics and FIFA (the “On Location Core Business”) and (ii) the OLE Business’s Olympics and FIFA business (“Olympics and FIFA”).

On Location Core Business. Utilizing the Company Management Adjusted Projections, Moelis performed a DCF analysis of the On Location Core Business to calculate the present value, as of December 31, 2024, of (a) the estimated present value of unlevered after-tax free cash flows for the calendar years ending December 31, 2025 through December 31, 2028 (discounted using the mid-year discounting convention) and (b) the estimated terminal value derived by applying a range of selected terminal multiples of 13.0x to 16.0x to the On Location Core Business’s estimated terminal year Adjusted EBITDA. For purposes of the DCF analysis, Moelis calculated the On Location Core Business’s unlevered free cash flow as Adjusted EBITDA less (i) SBC expense, (ii) cash taxes, (iii) capital expenditures and (iv) changes in net working capital.

Moelis utilized a range of discount rates of 10.25% to 12.75% based on an estimated range of the OLE Business’s WACC. The estimated WACC range for the OLE Business was calculated using the capital asset pricing model and a size premium. For purposes of selecting the reference range of terminal multiple to apply to the On Location Core Business’s estimated terminal year Adjusted EBITDA, Moelis noted that the terminal multiple range was informed by (i) multiples of selected publicly traded companies, (ii) Moelis’ professional judgment, based on its industry knowledge and experience and (iii) the reasonableness of the perpetuity growth rates implied by the DCF values using this multiple range. Moelis assumed terminal Adjusted EBITDA for the On Location Core Business to be equal to its Adjusted EBITDA for the calendar year ending December 31, 2028, which reflected a normalized EBITDA contribution from the Super Bowl as directed by Company Specified Management.

Based on the foregoing, Moelis derived an implied TEV range for the On Location Core Business of $430 million to $570 million (excluding the TKO Expected Management Fee Savings and TKO Expected Synergies).

Olympics and FIFA. Utilizing the Company Management Adjusted Projections, Moelis also performed a DCF analysis of Olympics and FIFA to calculate, as of December 31, 2024, the estimated present value of unlevered after-tax free cash flows for the calendar years ending December 31, 2025 through December 31, 2028 (discounted using the mid-year discounting convention). For purposes of the DCF analysis, Moelis calculated the unlevered free cash flow of Olympics and FIFA as Adjusted EBITDA less (i) SBC expense, (ii) cash taxes, (iii) Olympics capital expenditures and (iv) changes in Olympics and FIFA net working capital. Moelis utilized a range of discount rates of 10.25% to 12.75% based on an estimated range of the OLE Business’s WACC. The estimated WACC range for the OLE Business was calculated using the capital asset pricing model and a size premium. Olympics and FIFA cash flows were assumed to have no terminal value given the uncertainty regarding the OLE Business’s renewal of certain Olympics and FIFA contracts after 2028 (including, with respect to Olympics, the potential cash flows after 2028 in the event the relevant contract was renewed).

Based on the foregoing, Moelis derived an implied TEV range for Olympics and FIFA of $274 million to $279 million (excluding the TKO Expected Management Fee Savings and TKO Expected Synergies). Moelis also performed a DCF sensitivity analysis for Olympics and FIFA, which showed an implied TEV for Olympics and FIFA of $167 million to $386 million based on different assumptions about the performance of certain events provided by Company Specified Management.

Combined On Location Core Business + Olympics and FIFA. To determine the implied TEV of the OLE Business based on the foregoing analyses, Moelis added the foregoing TEV ranges of the On Location Core Business and Olympics and FIFA. This analysis, excluding the TKO Expected Management Fee Savings and TKO Expected Synergies, indicated an implied TEV range for the OLE Business of $704 million to $849 million.

PBR Business.

Utilizing the Company Management Adjusted Projections, Moelis performed a DCF analysis of the PBR Business to calculate the present value, as of December 31, 2024, of (a) the estimated present value of unlevered after-tax free cash flows for the calendar years ending December 31, 2025 through December 31, 2028 (discounted using the mid-year discounting convention) and (b) the estimated terminal value of PBR.

For purposes of the DCF analysis, Moelis calculated the PBR Business’s unlevered free cash flow as Adjusted EBITDA less (i) SBC expense, (ii) cash taxes, (iii) capital expenditures and (iv) changes in working capital.

Moelis utilized a range of discount rates of 9.00% to 11.00% based on an estimated range of the PBR Business’s WACC. The estimated WACC range for the PBR Business was calculated using the capital asset pricing model and a size premium. Moelis used the foregoing range of discount rates to calculate estimated present values as of December 31, 2024 of (a) estimated present value of unlevered after-tax free cash flows of

the PBR Business for the calendar years ending December 31, 2025 through December 31, 2028 (discounted using the mid-year discounting convention) and (b) estimated terminal value derived by applying a range of selected terminal multiples of 15.0x to 18.0x to PBR’s estimated terminal year Adjusted EBITDA. At the direction of Company Specified Management, the PBR Business’s estimated terminal year Adjusted EBITDA assumed the benefit from incremental PBR Business team expansion and was adjusted to reflect the additional impact of selling teams (net of required cost sharing with other teams) after 2028. For purposes of selecting the reference range of terminal multiple to apply to the PBR Business’s estimated terminal year Adjusted EBITDA, Moelis noted that the terminal multiple range was informed by (i) a discount to the trading multiple of selected publicly traded companies (which discount was intended to reflect the sub-scale nature of the PBR Business relative to such selected publicly traded companies and the potential constrained and niche long-term addressable market size), (ii) Moelis’ professional judgement, based on its industry knowledge and experience and (iii) and the reasonableness of the perpetuity growth rates implied by the DCF values when using this multiple range.

Based on the foregoing, Moelis derived an implied TEV range for the PBR Business of $610 million to $756 million (excluding the TKO Expected Management Fee Savings and TKO Expected Synergies).

Expected Management Fee Savings and Expected Synergies. Moelis, at the direction of the Special Committee, also prepared an analysis of the implied present value of the TKO Expected Management Fee Savings and TKO Expected Synergies.

Based on $30 million of annual TKO Expected Management Fee Savings as estimated by Company Specified Management, Moelis calculated the estimated present value of TKO Expected Management Fee Savings to be between $274 million and $421 million. In addition, based on $5.9 million of annual TKO Expected Synergies as estimated by Company Specified Management, Moelis calculated the estimated the present value of TKO Expected Synergies to be between $54 million and $83 million. Each of these estimates of the present value of TKO Expected Management Fee Savings and TKO Expected Synergies were derived using (i) a range of discount rates of 8.50% to 10.50% based on the estimated WACC ranges for TKO PubCo, (ii) perpetuity growth rates of 2.50% to 3.50% informed by historical inflation rates and U.S. GDP growth rates and (iii) a 26% effective tax rate based on guidance provided by EDR management.

Combined IMG Media Business plus OLE Business plus PBR Business. To determine the implied TEV of the Businesses based on the foregoing analyses, Moelis added the foregoing TEV ranges of the IMG Media Business, the OLE Business and the PBR Business. This analysis, excluding the TKO Expected Management Fee Savings and TKO Expected Synergies, indicated an implied TEV range of $2,743 million to $3,490 million, and Moelis noted that the proposed transaction consideration was valued at $3,250 million in TKO Common Units and shares of TKO PubCo Class B Common Stock (subject to certain adjustments as set forth in the Transaction Agreement, about which Moelis expressed no opinion). This analysis, including the TKO Expected Management Fee Savings and TKO Expected Synergies, indicated an implied TEV range of $3,070 million to $3,994 million, and Moelis noted that the proposed transaction consideration was valued at $3,250 million in TKO Common Units and shares of TKO PubCo Class B Common Stock (subject to certain adjustments as set forth in the Transaction Agreement, about which Moelis expressed no opinion).

Selected Publicly Traded Companies Analysis

IMG Media Business. Moelis reviewed financial and stock market trading data of the selected publicly traded companies noted below with significant brand, strategy and consulting and marketing expertise in addition to business characteristics that Moelis deemed relevant for the purposes of its analyses with respect to the IMG Media Business.

For the selected publicly traded companies in the IMG Media Business industry, Moelis reviewed EV / Adjusted EBITDA multiples for 2024E and 2025E Adjusted EBITDA. Financial data for the selected publicly traded companies was based on publicly available consensus research analyst estimates and public filings.

The selected publicly traded companies in the IMG Media Business industry used in this analysis and their EV / Adjusted EBITDA multiples for calendar years 2024 and 2025 are summarized in the following table:


Selected Publicly Traded Brands, Strategy and Consulting Services	EV / Adjusted EBITDA 2024E		EV / Adjusted EBITDA 2025E
Accenture		21.3x		18.6x
Gartner		27.9x		25.7x
Publicis		9.4x		8.6x
Booz Allen.		19.8x		17.4x
Omnicom		9.5x		9.0x
Interpublic		7.5x		7.5x
WPP.		7.1x		7.2x
FTI Consulting		19.5x		17.4x
CBIZ		12.3x		11.3x
Huron Consulting		13.2x		11.6x
Mean		14.8x		13.4x
Median		12.7x		11.4x

Moelis noted that no single company was substantially similar across a range of operating and financial criteria, including size of the company, geographic focus, EBITDA margin, growth profile and financial leverage. Moelis noted that a number of factors limit comparability of the selected publicly traded companies, including company size, business profile, regulatory jurisdiction and environments and capital expenditure profiles.

Based on the foregoing analysis and its professional judgment, Moelis selected reference ranges of 12.0x to 14.0x with respect to Adjusted EBITDA of the IMG Media Business for calendar year 2024 and 11.5x to 13.5x with respect to Adjusted EBITDA of IMG Media for calendar year 2025. The analysis indicated an implied TEV range for the IMG Media Business of $1,714 million to $2,000 million for calendar year 2024 and $1,488 million to $1,747 million for calendar year 2025 (excluding TKO Expected Management Fee Savings and the TKO Expected Synergies).

OLE Business. Moelis reviewed financial and stock market trading data of the selected publicly traded companies noted below with significant live events and hospitality exposure in addition to business characteristics that Moelis deemed relevant for the purposes of its analyses with respect to the OLE Business.

For the selected publicly traded companies in the OLE Business industry, Moelis reviewed EV / Adjusted EBITDA multiples for 2024E and 2025E Adjusted EBITDA. Moelis also reviewed four publicly traded companies within the sports properties, live entertainment and ticketing industries that it deemed less relevant for purposes of the analysis. Financial data for the selected publicly traded companies was based on publicly available consensus research analyst estimates and public filings.

The selected publicly traded companies in the OLE Business industry used in this analysis and their EV / Adjusted EBITDA multiples for calendar years 2024 and 2025 are summarized in the following table:


Selected Publicly Traded Live Events Services	EV / Adjusted EBITDA 2024E		EV / Adjusted EBITDA 2025E
Live Nation		16.0x		14.5x
Eventim		15.7x		14.4x
MSG Entertainment		14.9x		14.0x
Mean		15.5x		14.3x
Median		15.7x		14.4x


Selected Publicly Traded Live Events Services	EV / Adjusted EBITDA 2024E		EV / Adjusted EBITDA 2025E

Other Selected Publicly Traded Companies (for reference only)
TKO PubCo		20.2x		17.5x
Formula One		23.9x		19.4x
Sphere Entertainment.		N/A		28.4x
Vivid Seats		7.2x		6.6x
Mean		17.1x		18.0x
Median		20.2x		18.5x

Moelis noted that no single company was substantially similar across a range of operating and financial criteria, including size of the company, geographic focus, EBITDA margin, growth profile and financial leverage. Moelis also noted that each of the three selected publicly traded companies described above that provide live event services had certain unique characteristics that differed from the OLE Business model (excluding Olympics and FIFA).

Based on the foregoing analysis and its professional judgment, Moelis selected reference ranges of 12.0x to 14.0x with respect to the average Adjusted EBITDA in calendar years 2024 and 2025 for the OLE Business (excluding Olympics and FIFA). The analysis indicated an implied TEV range for the OLE Business of $625 million to $688 million for calendar years 2024 and 2025 (calculated by applying such reference ranges with respect to Adjusted EBITDA for the OLE Business (excluding Olympics and FIFA) plus the DCF value of Olympics and FIFA estimated cash flows for calendar years 2025 to 2028) (excluding the TKO Expected Management Fee Savings and TKO Expected Synergies).

PBR Business. Moelis reviewed financial and stock market trading data of the selected publicly traded companies that operate owned sports leagues in addition to business characteristics that Moelis deemed relevant for purposes of its analyses with respect to the PBR Business.

For the selected publicly traded companies in the PBR Business industry, Moelis reviewed EV / Adjusted EBITDA multiples for 2024E and 2025E Adjusted EBITDA. Moelis also reviewed three publicly traded companies within the sports properties industry that it deemed less relevant for purposes of the analysis. Financial data for the selected publicly traded companies was based on publicly available consensus research analyst estimates and public filings.

The selected publicly traded companies in the PBR industry used in this analysis and their EV / Adjusted EBITDA multiples for calendar years 2024 and 2025 are summarized in the following table:


Selected Publicly Traded Sports Properties – Leagues	EV / EBITDA 2024E		EV / EBITDA 2025E
TKO PubCo		20.2x		17.5x
Formula One		23.9x		19.4x
Mean		22.0x		18.5x
Median		22.0x		18.5x

Selected Publicly Traded Sports Properties – Teams (for reference only)
MSG Sports		34.4x		N/A
Manchester United		25.9x		15.1x
Atlanta Braves.		N/A		N/A
Mean		30.1x		15.1x
Median		30.1x		15.1x

Moelis noted that no single company was substantially similar across a range of operating and financial criteria, including size of the company, geographic focus, EBITDA margin, growth profile and financial leverage. Moelis also noted that the PBR Business may warrant trading at a moderate discount to the selected publicly traded companies due to the PBR Business’s smaller scale, lower anticipated EBITDA margins and smaller geographic footprint.

Based on the foregoing analysis and its professional judgment, Moelis selected reference ranges of 15.0x to 17.0x with respect to the PBR Business’s Adjusted EBITDA for calendar year 2024 and 14.0x to 16.0x with respect to the PBR Business’s Adjusted EBITDA for calendar year 2025. The analysis indicated an implied TEV range for the PBR Business of $329 million to $373 million for calendar year 2024 and $532 million to $608 million for calendar year 2025 (excluding the TKO Expected Management Fee Savings and TKO Expected Synergies).

Combined IMG Media plus OLE Business plus PBR Business. To determine the implied TEV of the Businesses based on the foregoing analyses, Moelis added the foregoing TEV ranges of the IMG Media Business, the OLE Business and the PBR Business. This analysis, excluding the TKO Expected Management Fee Savings and Expected Synergies, indicated an implied TEV range of $2,667 million to $3,060 million for calendar year 2024 and $2,645 million to $3,043 million for calendar year 2025, and Moelis noted that the proposed transaction consideration was valued at $3,250 million in TKO Common Units and shares of TKO PubCo Class B Common Stock (subject to certain adjustments as set forth in the Transaction Agreement, about which Moelis expressed no opinion). This analysis, including the TKO Expected Management Fee Savings and TKO Expected Synergies, indicated an implied TEV range of $2,995 million to $3,564 million for calendar year 2024 and $2,973 million to $3,547 million for calendar year 2025, and Moelis noted that the proposed transaction consideration was valued at $3,250 million in TKO Common Units and shares of TKO PubCo Class B Common Stock (subject to certain adjustments as set forth in the Transaction Agreement, about which Moelis expressed no opinion).

Selected Precedent Transactions Analysis

IMG Media Business. Moelis selected and reviewed three public transactions and five private transactions in the global sports rights distribution, partnerships, sponsorship, content production, brand consulting and strategy industries since 2013 for its analyses with respect to the IMG Media Business.

In performing this analysis, summarized below, Moelis reviewed, among other things, TEV / EBITDA multiples, as adjusted to exclude one-time charges and benefits. Moelis did not present the TEV / EBITDA multiples or other terms of any of the five selected private transactions to preserve confidentiality with respect to terms of those transactions.

Announced

Acquiror

Target

TEV
($mm)

TEV/
EBITDA

August 2018

Carlyle

NEP

2,600

8.0x

February 2015

Wanda

Infront Sports & Media AG

1,050

11.9x

December 2013

WME-IMG

IMG Worldwide

2,300

13.0x

Mean (Public + Private Transactions)

1,190

13.1x

Median (Public + Private Transactions)

1,004

13.8x

Moelis noted that it placed less weight on the selected public precedent transactions analysis for the IMG Media Business’s valuation given limited relevant benchmarks and significant changes to the global media landscape since 2013. The non-public transactions that Moelis selected were relevant to the analysis given the similar business models of the companies involved.

Based on the foregoing and its professional judgment, Moelis selected a reference range of 12.0x to 15.0x with respect to the IMG Media Business’s 2024E Adjusted EBITDA. This analysis indicated an implied TEV range for the IMG Media Business of $1,714 million to $2,142 million (excluding the TKO Expected Management Fee Savings and TKO Expected Synergies).

OLE Business. Moelis selected and reviewed seven precedent transactions in the live events, hospitality services, ticketing and experiential platforms industries since 2017 for its analyses with respect to the OLE Business.

In performing this analysis, summarized below, Moelis reviewed, among other things, TEV / EBITDA multiples, as adjusted to exclude one-time charges and benefits.

Announced

Acquiror

Target

TEV
($mm)

TEV/
EBITDA

November 2023

Legends

ASM Global

2,400

16.0x

April 2023

Mohari Hospitality

TAO Group

822

12.3x

January 2021

Sixth Street

Legends

1,350

15.9x

July 2020

Advance

Ironman

730

14.6x

November 2019

Viagogo

StubHub

4,050

25.0x

April 2019

Endeavor

On Location

868

15.8x

February 2017

MSGE

Tao Group

400

9.3x

Mean

1,517

15.6x

Median

868

15.8x

Moelis noted that transactions in the hospitality services and live events industries were relevant to the analysis given the similar business models of the companies involved. Moelis also noted that the selected precedent transactions were not downward adjusted to reflect any favorable tax attributes and were presented pre-synergies (and that the majority of the selected hospitality services and live events transactions involved strategic acquirors that expected to achieve significant levels of synergies).

Based on the foregoing and its professional judgment, Moelis selected a reference range of 14.0x to 16.0x with respect to the OLE Business’s average Adjusted EBITDA in calendar years 2024 and 2025 (excluding Olympics and FIFA). The analysis indicated an implied TEV range for the OLE Business of $683 million to $746 million (calculated by applying such reference range with respect to such Adjusted EBITDA for the OLE Business (excluding Olympics and FIFA) plus the DCF value of Olympics and FIFA estimated cash flows for calendar years 2025 to 2028) (excluding the TKO Expected Management Fee Savings and TKO Expected Synergies).

PBR Business. Moelis selected and reviewed five transactions in the sports properties industry since 2016 for its analyses with respect to the PBR Business.

In performing this analysis, summarized below, Moelis reviewed, among other things, enterprise value / EBITDA multiples, as adjusted to exclude one-time charges and benefits.

Announced

Acquiror

Target

TEV
($mm)

TEV/
EBITDA

April 2024

Liberty Media

MotoGP (Dorna)

4,511

23.5x

April 2023

TKO PubCo

WWE

9,300

24.2x

March 2021

Endeavor

UFC

9,922

21.7x

September 2016

Liberty Media

Formula One

7,560

16.8x

July 2016

Endeavor

UFC

7,892

15.9x

Mean

7,837

20.4x

Median

7,892

21.7x

Moelis noted that transactions in the sports properties segment were relevant to the analysis given they each target an owned sports property, although each transaction involved larger, scaled assets with broader addressable markets across multiple geographies. Moelis also noted that the three oldest transactions above were each characterized by deal-specific factors that may have impacted valuations. Moelis noted that the selected precedent transactions were not downward adjusted to reflect any favorable tax attributes and were presented pre-synergies (and that all of the selected sports properties transactions involved strategic acquirors that expected to achieve significant levels of synergies).

Based on the foregoing and its professional judgment, Moelis selected a reference range of 16.0x to 18.0x with respect to the PBR Business’s 2024E Adjusted EBITDA. This analysis indicated a TEV range of $351 million to $395 million for the PBR Business (excluding the TKO Expected Management Fee Savings and TKO Expected Synergies).

Combined IMG Media Business plus OLE Business plus PBR Business. To determine the implied TEV of the Businesses based on the foregoing analyses, Moelis added the foregoing TEV ranges of the IMG Media Business, the OLE Business and the PBR Business. This analysis, excluding the TKO Expected Management Fee Savings and TKO Expected Synergies, indicated an implied TEV range of $2,748 million to $3,283 million, and Moelis noted that the proposed transaction consideration was valued at $3,250 million in TKO Common Units and shares of TKO PubCo Class B Common Stock (subject to certain adjustments as set forth in the Transaction Agreement, about which Moelis expressed no opinion). This analysis, including the TKO Expected Management Fee Savings and TKO Expected Synergies, indicated an implied TEV range of $3,075 million to $3,787 million, and Moelis noted that the proposed transaction consideration was valued at $3,250 million in TKO Common Units and shares of TKO PubCo Class B Common Stock (subject to certain adjustments as set forth in the Transaction Agreement, about which Moelis expressed no opinion).

Other Information

Moelis also noted for the Special Committee additional information that was not considered part of Moelis’ financial analyses with respect to its opinion, but were referenced for informational purposes, including, (i) the DCF analysis for each of the IMG Media Business, the OLE Business and the PBR Business based on the Company Management Adjusted Projections and (ii) the DCF sensitivity analysis for Olympics and FIFA performed by Moelis at the direction of Company Specified Management.

Miscellaneous

The foregoing is a summary of the analyses undertaken by Moelis in connection with Moelis’ opinion. The preparation of a fairness opinion is a complex analytical process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Moelis’ opinion. In arriving at its fairness determination, Moelis considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis. Rather, Moelis made its fairness determination on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the analyses described above is identical to TKO PubCo or the Transaction. In addition, such analyses do not purport to be appraisals, nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by such analyses. Because the analyses described above are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, neither TKO PubCo nor Moelis or any other person assumes responsibility if future results are materially different from those forecasted.

The Transaction Consideration was determined through arms-length negotiations between the Special Committee (on behalf of TKO PubCo) and was approved by the Special Committee. Moelis did not recommend any specific consideration to the Special Committee, or that any specific amount or type of consideration constituted the only appropriate consideration for the Transaction. The Special Committee selected Moelis as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Transaction. Pursuant to a letter agreement dated August 13, 2024, Moelis acted as financial advisor to the Special Committee in connection with the Transaction and TKO PubCo has agreed to pay Moelis certain fees for its services in connection with the Transaction, comprised of (i) a retainer fee of $10.0 million, which shall payable upon the earliest to occur of certain events (one of which is the completion of the Transaction), (ii) an opinion fee of $3.0 million, which became payable upon Moelis’ having substantially completed its work in connection with the delivery of its opinion, regardless of the conclusion

reached therein and which fee shall be offset against the transaction fee referred to below, and (iii) a transaction fee of $10.5 million, which shall become payable upon consummation of the Transaction. Pursuant to the engagement letter with Moelis, TKO PubCo may, but is not obligated to, pay in the sole discretion of the Special Committee an additional discretionary fee. Furthermore, TKO PubCo has agreed to reimburse Moelis for certain of its expenses and to indemnify Moelis for certain liabilities arising out of its engagement.

Moelis’ affiliates, employees, officers and partners may at any time own securities (long or short) of TKO PubCo or TKO or their respective affiliates. Moelis has provided investment banking and other services to TKO PubCo, the EDR Parties and their respective affiliates unrelated to the Transaction and in the future may provide such services to the TKO PubCo, the EDR Parties and/or their respective affiliates and may receive compensation for such services. In the past two years prior to the date of its written opinion, Moelis acted as a financial advisor in the following capacities:

•

Moelis acted and continues to act as a financial advisor to Blink Holdings, Inc., a company of which Silver Lake Partners is indirectly a significant stockholder, in connection with strategic alternatives and a restructuring. Moelis to date has received total fees of $838,500, and expects to receive additional fees of approximately $3.2 million upon closing of the transaction;

•

Moelis acted as a buy-side financial advisor to Silver Lake Partners in May 2023 in connection with its acquisition of Proservice Pacific, LLC and Moelis received compensation of $1.0 million for such services;

•

Moelis acted as a financial advisor in September 2023 to Learfield Communications, LLC, which entity was owned 42% by EDR and 35% by Silver Lake Partners, in connection with an out of court restructuring and Moelis received compensation of $13.1 million for such services; and

•

Moelis acted as a sell-side financial advisor in September 2023 to World Wrestling Entertainment, Inc. in connection with its merger with UFC Holdings, LLC, as a result of which TKO PubCo was formed and Moelis received total fees of $24.6 million for such services.

Certain Financial Projections of the Businesses

EDR does not generally publish its business plans and strategies or make external disclosures of its anticipated financial position or results of operations, other than for providing, from time to time, estimates of certain expected financial results and operational metrics in its regular annual and quarterly earnings press releases and other investor materials.

EDR is especially wary of making financial forecasts or projections for extended earnings periods due to the unpredictability of the underlying assumptions and estimates and does not prepare five-year forecasts or projections in the ordinary course of business. However, in connection with the Transaction, EDR provided certain unaudited historical financial information and certain extrapolations based on fiscal years 2024 through 2028 of the Initial Businesses, as well as information on estimated net cost savings and synergies for TKO, to Moelis (in Moelis’ capacity as financial advisor to the Special Committee) and Company Specified Management as part of the due diligence process. EDR’s management prepared among other things, certain unaudited historical financial information and information on estimated net cost savings and synergies for TKO developed by EDR’s management with respect to (i) the EDR June Financial Model, (ii) the EDR August Financial Model, (iii) the EDR September Management Fee Savings and Expected Synergies and (iv) the EDR Addendum Financial Model (together, the “EDR Financial Projections”). The EDR Financial Projections were made available to Moelis, the Special Committee and Company Specified Management.

At the direction of the Special Committee, the EDR Financial Projections were subsequently revised by Company Specified Management in collaboration with Moelis, which reflected adjustments to certain underlying assumptions that Company Specified Management and Moelis deemed appropriate related to periods from fiscal years 2024 through 2028, as well as information on estimated net cost savings and synergies for TKO (the “Company Management Adjusted Projections”). The Company Management Adjusted Projections were used by

Moelis with each of Company Specified Management’s and the Special Committee’s approval for purposes of preparing Moelis’ financial analyses and fairness opinion provided to the Special Committee on October 23, 2024 in connection with the Special Committee’s consideration of the Transaction, as more fully described in the section entitled “The Transaction — Opinion of Financial Advisor to the TKO PubCo Special Committee (Moelis)” beginning on page 46. In this section of the Information Statement, we refer to the EDR Financial Projections and the Company Management Adjusted Projections together as the “Financial Models.”

The material items from the Financial Models included in this Information Statement have been prepared by EDR’s management (and revised by Moelis and Company Specified Management) and are subjective in many respects. The Financial Models were not prepared with a view to public disclosure and the material items are included in this Information Statement only because such information was made available to Moelis, the Special Committee and Company Specified Management as described below. The Financial Models were not prepared with a view to compliance with the published guidelines of the SEC regarding projections and forward-looking statements or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Furthermore, the Financial Models do not take into account any circumstances or events that were not contemplated by EDR’s management or Company Specified Management or Moelis, as applicable, prior to the date that any such Financial Model was prepared, including the Transaction. The information reflected in the Financial Models is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this Information Statement are cautioned not to place undue reliance on this information. Although this material summary of the Financial Models is presented with numerical specificity, the forecasts reflect numerous variables, assumptions and estimates as to future events made by EDR’s management (as revised by Moelis and Company Specified Management) that EDR’s management, or Company Specified Management or Moelis, as applicable, believed were reasonable at the time any such Financial Model was prepared, taking into account the relevant information available to EDR’s management, or Company Specified Management or Moelis, as applicable, at the time. However, such variables, assumptions and estimates are inherently uncertain and many are beyond the control of EDR’s management, or Company Specified Management or Moelis, as applicable. Because the Financial Models cover multiple years, by their nature, they become subject to greater uncertainty with each successive year. The Financial Models reflect numerous estimates and assumptions with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to each of the Businesses, all of which are difficult to predict and many of which are beyond EDR’s, TKO PubCo’s, Moelis’ or Company Specified Management’s control. As a result, the Financial Models may not be realized and actual results may be significantly higher or lower than projected. The information reflected in the Financial Models is subjective in many respects and thus is susceptible to multiple interpretations and periodic revisions based on actual experience and business developments.

As such, the EDR Financial Projections constitute forward-looking information and are subject to risks and uncertainties, including the various risks set forth in EDR’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, the EDR’s Quarterly Report on Form 10-Q for the quarterly periods ended March 31, 2024, June 30, 2024, and September 30, 2024 and the other reports filed by EDR with the SEC, as well as the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 19. Neither EDR’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to any Financial Models contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, any Financial Models.

As such, the Company Management Adjusted Projections constitute forward-looking information and are subject to risks and uncertainties, including the various risks set forth in TKO PubCo’s annual report on Form 10-K for the year ended December 31, 2023, as updated by the subsequent Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2024, June 30, 2024 and September 30, 2024, as well as the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 19. Neither TKO PubCo’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to any Financial Models contained herein, nor have they expressed any opinion or

any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, any Financial Models. The inclusion herein of any Financial Models should not be regarded as an indication that EDR, the TKO Parties, the EDR Parties, the Special Committee, EDR’s management, TKO PubCo’s management, including the Company Specified Management, and Moelis or any other recipient of this information considered, or now considers, any Financial Models to be predictive of actual future results.

Except to the extent required by applicable federal securities laws, each of EDR and TKO PubCo does not intend, and expressly disclaims any responsibility, to update or otherwise revise any Financial Model to reflect circumstances existing after the date when EDR’s management or Company Specified Management, prepared any Financial Model, as applicable, or to reflect the occurrence of future events or changes in general economic or industry conditions, even in the event that any of the assumptions underlying any Financial Model are shown to be in error. None of EDR, the TKO Parties, the EDR Parties, the Special Committee, EDR’s management, TKO PubCo’s management, including the Company Specified Management, Moelis or any of its affiliates, advisors, officers, directors or representatives has made or makes any representation to any TKO PubCo or EDR stockholder or other person regarding the ultimate performance of any of the Businesses compared to the information contained in any Financial Model or that any Financial Model will be achieved.

EDR Financial Projections

The EDR Financial Projections, each described below, were made available to Moelis in connection with its financial analyses and Moelis’s written opinion, Company Specified Management and the Special Committee in connection with its consideration of the Transaction. On June 18, 2024, EDR’s management sent the EDR June Financial Model to Moelis and Company Specified Management. During the weeks of July 15, 2024 and July 22, 2024, EDR’s management conducted management presentations for Moelis and the Special Committee to meet with each of the Initial Businesses teams. Following these meetings, EDR’s management sent the EDR August Financial Model to Moelis and Company Specified Management. On September 10, 2024, EDR’s management sent the EDR September Management Fee Savings and Expected Synergies to Moelis and the Company Specified Management, which only included updates to the EDR June Management Fee Savings and Expected Synergies based on discussions with Moelis and the Company Specified Management and EDR management’s latest view of estimated cost savings and synergies of TKO. On September 26, 2024, EDR’s management sent the EDR Addendum Financial Model to Moelis and Company Specified Management, which did not include any updates to the EDR August Financial Model, and only included EDR management’s financial forecasts for fiscal years 2024 through 2028 (including certain extrapolations based on such fiscal years) and EDR management’s latest view of the Additional Businesses.

EDR June Financial Model

EDR’s management utilized the following material assumptions when preparing the EDR June Financial Model:

•

The EDR June Financial Model assumed normalized revenue growth rates ranging from 3% to 10% and normalized adjusted EBITDA margins ranging from 16% to 18%. These assumptions reflect EDR management’s expectations of future growth and profitability consideration of each businesses actual business pipeline, relevant macroeconomic developments and each businesses total industry growth rates, and historical experience, as well as EDR management’s estimates of corporate allocations to the Initial Businesses based on segment reporting, which are not comprehensive and should not be relied on.

•

OLE Business assumed normalized revenue growth rates ranging from (3%) to 9% and normalized adjusted EBITDA margins ranging from 5% to 9%.

•

IMG Media Business assumed normalized revenue growth rates ranging from 5% to 8% and normalized adjusted EBITDA margins ranging from 20% to 24%.

•

PBR Business assumed normalized revenue growth rates ranging from 2% to 35% and normalized adjusted EBITDA margins ranging from 18% to 26%.

•

EDR June Management Fee Savings and Expected Synergies assumed termination of the TKO Services Agreement and incremental opex cost savings opportunity of approximately 13% of addressable cost base pre-normalizations.

The following table presents a summary of the material prospective financial information of the OLE Business, IMG Media Business, PBR Business and the EDR June Management Fee Savings and Expected Synergies contained in the EDR June Financial Model:

Consolidated Summary Financials

$ in millions


	2024P		2025E			2026E		2027E		2028E
Normalized Revenue
OLE Business	$	1,143	$	1,114		$	1,165	$	1,265	$	1,302
IMG Media Business		658		712			751		793		836
PBR Business		178		214			222		299		304

Total Normalized Revenue¹	$	1,979	$	2,040		$	2,138	$	2,357	$	2,442

% Growth				3%			5%		10%		4%

	2024P		2025E			2026E		2027E		2028E
Normalized Adj. EBITDA²
OLE Business	$	86	$	59		$	72	$	107	$	113
IMG Media Business		155		147			153		163		173
PBR Business		32		46			48		77		78
Cost Opportunity⁴		77		77			77		77		77

Total Normalized Adj. EBITDA¹	$	350	$	329		$	350	$	424	$	441

% Growth				(6%	)		6%		21%		4%
% Margin		18%		16%			16%		18%		18%

	2024P		2025E			2026E		2027E		2028E
Normalized Adj. Pre-Tax UFCF³
OLE Business	$	33	$	39		$	64	$	81	$	92
IMG Media Business		134		133			138		147		156
PBR Business		30		43			45		72		72
Cost Opportunity⁴		77		77			77		77		77

Total Normalized Adj. Pre-Tax UFCF¹	$	274	$	292		$	324	$	377	$	397

% Growth				7%			11%		16%		5%
% Conversion⁵		78%		89%			93%		89%		90%

Management Fee Savings and Expected Synergies
TKO Management Fee Savings			$	38
Expected Synergies			$	38-$40
Total Management Fee Savings and Expected Synergies⁴			$	76-$78

Note: Figures may not sum due to rounding.

(1)

material new business opportunities such as (i) the average contribution of the 2026 FIFA World Cup contract over a 4-year period, and (ii) the FIFA Club World Cup contract. For the IMG Media Business these adjustments include (a) removing the loss-making FA Cup media rights deal, and (b) normalizing for the additional rent expense related to the Stockley Park facility. For the PBR Business these adjustments include (a) removing the net working capital impact from PBR team sanction sales, and (b) including the estimated contribution from material new business opportunities such as a new PBR media rights deal, which was subsequently terminated. For all three businesses these adjustments include normalizing for (i) estimated potential operating expense savings, and (ii) estimated TKO Services Agreement fee savings.

(2)

Adj. EBITDA was calculated as net income (loss), excluding income taxes, net interest expense, depreciation and amortization, equity-based compensation, merger, acquisition and earn-out costs, certain legal costs, legal settlement, restructuring, severance and impairment charges, certain non-cash fair value adjustments, certain equity earnings, net gains on sales of businesses and certain other items, when applicable.

(3)	Adj. Pre-Tax UFCF was calculated as Adjusted EBITDA (i) minus increase in net working capital, (ii) minus capital expenditure, (iii) minus payments for M&A or investments.

(4)	EDR June Management Fee Savings and Expected Synergies presented on a gross basis and did not assume additional incremental costs for TKO PubCo related to the termination of the TKO Services Agreement and incremental fees related to the Transaction.

(5)	Defined as Normalized Adj. Pre-Tax UFCF divided by Normalized Adj. EBITDA.

EDR August Financial Model

EDR’s management utilized the following material assumptions when preparing the EDR August Financial Model:

•

The EDR August Financial Model assumed normalized revenue growth rates ranging from 3% to 8% and normalized adjusted EBITDA margins ranging from 16% to 18%. These assumptions reflect EDR management’s expectations of future growth and profitability consideration of each businesses actual business pipeline, relevant macroeconomic developments and each businesses total industry growth rates, and historical experience, as well as EDR management’s estimates of corporate allocations to the Businesses based on segment reporting, which are not comprehensive and should not be relied on.

•

OLE Business assumed normalized revenue growth rates ranging from (3%) to 9% and normalized adjusted EBITDA margins ranging from 7% to 10%.

•

IMG Media Business assumed normalized revenue growth rates ranging from (1%) to 10% and normalized adjusted EBITDA margins ranging from 19% to 24%.

•

PBR Business assumed normalized revenue growth rates ranging from 3% to 37% and normalized adjusted EBITDA margins ranging from 13% to 23%.

The following table presents a summary of the material prospective financial information of the OLE Business, IMG Media Business and PBR Business contained in the EDR August Financial Model:

Consolidated Summary Financials

$ in millions


	2024P		2025E		2026E		2027E		2028E
Normalized Revenue
OLE Business	$	1,127	$	1,098	$	1,149	$	1,249	$	1,286
IMG Media Business		656		710		783		778		826
PBR Business		182		217		223		305		322

Total Normalized Revenue¹	$	1,965	$	2,025	$	2,155	$	2,332	$	2,434

% Growth				3%		6%		8%		4%


	2024P		2025E			2026E		2027E		2028E
Normalized Adj. EBITDA²
OLE Business	$	100	$	73		$	85	$	120	$	125
IMG Media Business		155		146			152		162		173
PBR Business		23		40			41		67		74
Cost Opportunity⁴		77		77			77		77		77

Total Normalized Adj. EBITDA¹	$	355	$	336		$	355	$	426	$	449

% Growth				(5%	)		6%		20%		5%
% Margin		18%		17%			16%		18%		18%

	2024P		2025E			2026E		2027E		2028E
Normalized Adj. Pre-Tax UFCF³
OLE Business	$	79	$	85		$	109	$	126	$	136
IMG Media Business		135		131			137		146		157
PBR Business		21		37			37		62		68
Cost Opportunity⁴		77		77			77		77		77

Total Normalized Adj. Pre-Tax UFCF¹	$	312	$	330		$	360	$	411	$	438

% Growth				6%			9%		14%		7%
% Conversion⁵		88%		98%			101%		96%		98%

Management Fee Savings and Expected Synergies
TKO Management Fee Savings			$	38
Expected Synergies			$	38-$40
Total Management Fee Savings and Expected Synergies⁴			$	76-$78

Note: Figures may not sum due to rounding.

(1)

“Normalized” refers to the illustrative normalized view of revenue and Adj. EBITDA. For the OLE Business these adjustments include (a) removing the amortization expense credit related to the Super Bowl and NCAA contracts, (b) normalizing for the average contribution of the International Olympic Committee contract from 2025 to 2028 vs. actual in-year contribution, and (c) including the estimated contribution from material new business opportunities such as (i) the average contribution of the 2026 FIFA World Cup contract over a 4-year period, and (ii) the FIFA Club World Cup contract. For the IMG Media Business these adjustments include (a) removing the loss-making FA Cup media rights deal, and (b) normalizing for the additional rent expense related to the Stockley Park facility. For the PBR Business these adjustments include (a) removing the net working capital impact from PBR team sanction sales, and (b) including the estimated contribution from material new business opportunities such as a new PBR media rights deal, which was subsequently terminated. For all three businesses these adjustments include normalizing for (i) estimated potential operating expense savings, and (ii) estimated TKO Services Agreement fee savings.

(2)

(3)	Adj. Pre-Tax UFCF was calculated as Adjusted EBITDA (i) minus increase in net working capital, (ii) minus capital expenditure, (iii) minus payments for M&A or investments.

(4)	EDR August Management Fee Savings and Expected Synergies presented on a gross basis and did not assume additional incremental costs for TKO PubCo related to the termination of the TKO Services Agreement and incremental fees related to the Transaction.

(5)	Defined as Normalized Adj. Pre-Tax UFCF divided by Normalized Adj. EBITDA.

EDR’s management utilized the following material assumptions when preparing the EDR September Management Fee Savings and Expected Synergies:

•

EDR September Management Fee Savings and Expected Synergies assumed additional incremental costs for TKO PubCo related to the termination of the TKO Services Agreement and incremental fees related to the Transaction.

The following table presents a summary of the material prospective financial information contained in the EDR September Management Fee Savings and Expected Synergies:

$ in millions


Management Fee Savings and Expected Synergies
TKO Management Fee Savings	$	37
Expected Synergies	$	26
Total Management Fee Savings and Expected Synergies	$	62

EDR Addendum Financial Model

EDR’s management utilized the following material assumptions when preparing the EDR Addendum Financial Model:

•

The EDR Addendum Financial Model assumed total revenue growth rates ranging from (13%) to 5% and adjusted EBITDA margins of 16%. These assumptions reflect EDR management’s expectations of future growth and profitability consideration of each businesses actual business pipeline, relevant macroeconomic developments and each businesses total industry growth rates, and historical experience, as well as EDR management’s estimates of corporate allocations to the Businesses based on segment reporting, which are not comprehensive and should not be relied on.

The following table presents a summary of the material prospective financial information of the Golf Events Business, Mailman Business, International Figure Skating Business and Formula Drift Business contained in the EDR Addendum Financial Model:


$ in millions	2022A			2023A			2024E			2025E			2026E			2027E			2028E
Total Revenue		91			103			89			94			99			104			109
% Growth					13%			(13%	)		5%			5%			5%			5%

Total Gross Profit		32			35			35			37			39			42			44
% Growth					8%			1%			6%			6%			6%			6%
% Margin		35%			34%			39%			40%			40%			40%			40%

Total OpEx		(22	)		(25	)		(22	)		(22	)		(24	)		(25	)		(27	)

Total Adjustments and Other		2			1			1			1			1			1			1

Total Adj. EBITDA¹		13			11			14			15			16			17			18
% Growth					(14%	)		31%			9%			5%			5%			5%
% Margin		14%			10%			16%			16%			16%			16%			16%

(1)

Company Management Adjusted Projections

The Company Management Adjusted Projections, as described below, were made available to Moelis in connection with its financial analyses and Moelis’s written opinion. On October 22, 2024, the Company Specified Management sent the Company Management Adjusted Projections to Moelis. The following table presents a summary of the material prospective financial information of the OLE Business, IMG Business comprised of the IMG Media Business, Mailman Business, Golf Events Business, Formula Drift Business and International Figure Skating Business, PBR Business and the TKO Expected Management Fee Savings and TKO Expected Synergies contained in the Company Management Adjusted Projections:

Consolidated Summary Financials

$ in millions


	2024P		2025E		2026E		2027E		2028E
Normalized Revenue
OLE Business	$	1,121	$	1,091	$	1,141	$	1,241	$	1,244
IMG Business		731		775		845		842		893
PBR Business		182		215		221		294		308

Total Normalized Revenue¹	$	2,034	$	2,082	$	2,207	$	2,377	$	2,444

% Growth				2.3%		6.0%		7.7%		2.8%

	2024P		2025E		2026E		2027E		2028E
Normalized Adj. EBITDA²
OLE Business	$	94	$	66	$	78	$	113	$	100
IMG Business		143		129		135		144		153
PBR Business		22		38		38		53		58
Cost Opportunity		36		36		36		36		36

Total Normalized Adj. EBITDA¹	$	294	$	270	$	287	$	345	$	346

% Growth				(8.4%)		6.3%		20.5%		0.3%
% Margin		14.5%		13.0%		13.0%		14.5%		14.2%

	2024P		2025E		2026E		2027E		2028E
Normalized Adj. Pre-Tax UFCF³
OLE Business	$	74	$	71	$	84	$	120	$	108
IMG Business		123		106		112		118		127
PBR Business		20		34		34		47		52
Cost Opportunity		36		36		36		36		36

Total Normalized Adj. Pre-Tax UFCF¹	$	253	$	247	$	265	$	321	$	323

% Growth				(2.6%)		7.6%		21.1%		0.4%
% Conversion⁴		86.1%		91.5%		92.6%		93.0%		93.1%
TKO Expected Management Fee Savings and TKO Expected Synergies
TKO Expected Management Fee Savings		$30
TKO Expected Synergies		$6
Total TKO Expected Management Fee Savings and Expected Synergies		$36

(1)

“Normalized” refers to the illustrative normalized view of revenue and Adj. EBITDA when normalizing for the (i) average contribution of the OLE Business’s International Olympic Committee contract from 2025 to 2028 vs. actual in-year contribution, (ii) average contribution of the OLE Business’s FIFA World Cup contract from 2025 to 2028 vs. actual in-year contribution, (iii) estimated potential operating expense savings, and (iv) estimated TKO Services Agreement fee savings.

(2)

(3)	Pre-Tax UFCF was calculated as Adjusted EBITDA (i) minus increase in net working capital, (ii) minus capital expenditure, (iii) minus the net working capital impact from PBR team sanction sales, (iv) minus payments for M&A or investments.

(4)	Defined as Normalized Adj. Pre-Tax UFCF divided by Normalized Adj. EBITDA.

Certain measures included in the Financial Models may be considered financial measures not prepared in accordance with the generally accepted accounting principles as applied in the United States (“GAAP”), including adjusted EBITDA, adjusted EBITDA margin and pre-tax unlevered free cash flow. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by EDR may not be comparable to similarly titled measures used by other companies. Each of EDR and TKO PubCo has not prepared, and none of the Special Committee, TKO PubCo, TKO management, including Company Specified Management, or Moelis has considered, a reconciliation of these non-GAAP financial measures to financial measures prepared in accordance with GAAP. Financial measures included in forecasts provided to a financial advisor and a board of directors in connection with a transaction, such as any Financial Model, are excluded from the definition of “non-GAAP financial measures” under applicable SEC rules and regulations. As a result, the Financial Models are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Accordingly, no reconciliation of the non-GAAP financial measures included in any Financial Model is provided in this Information Statement.

General Effect on Rights of Existing Security Holders

The Transaction will dilute the ownership and voting interests of TKO PubCo’s existing stockholders. It is currently expected that approximately 26.1 million TKO Common Units and 26.1 million shares of TKO PubCo Class B Common Stock will be issued to the EDR Parties at the Closing. The holders of TKO PubCo Class B Common Stock are entitled to one vote per share. Therefore, the ownership and voting interests of TKO PubCo’s existing stockholders will be proportionally reduced.

Interests of TKO PubCo’s Directors and Executive Officers in the Transaction

Certain of TKO PubCo’s directors and executive officers may have interests in the Transaction that may be different from, or in addition to, the interests of TKO PubCo’s stockholders generally. These interests may present actual or potential conflicts of interest and you should be aware of these interests. The members of the Board and the Special Committee were aware of and considered these interests in reaching the determination to approve the Transaction and deem the Transaction contemplated by the Transaction Agreement and related agreements thereto to be fair to, and in the best interests of, TKO PubCo and its stockholders.

For information concerning the compensation paid to the named executive officers and directors of TKO PubCo for their service for the year ended December 31, 2023 and certain related information, see the “Executive Compensation” sections of the definitive proxy statements on Schedule 14A filed by TKO PubCo with the SEC on April 24, 2024 relating to their respective 2024 annual meetings of stockholders.

Special Committee Compensation

The Special Committee consists of four independent members, Peter C.B. Bynoe, Steven R. Koonin, Nancy Tellem and Carrie Wheeler, each of whom the Board determined to be independent and disinterested with respect

to the Transaction. Each member of the Special Committee received compensation that included an initial payment of $150,000 and a monthly fee of $20,000 payable to each member of the Special Committee for service on the Special Committee, not to exceed an aggregate of $250,000 in compensation payable to each member of the Special Committee per year in connection with their service on the Special Committee, in addition to the regular compensation each would receive as a Board member. As Chairman of the Special Committee, Mr. Bynoe received an additional fee of $100,000 in exchange for his service as the Chairman of the Special Committee. These fees are not dependent on the closing of the Transaction or on the Special Committee’s or the Board’s approval of, or recommendation with respect to, the Transaction.

Directors’ and Officers’ Indemnification and Insurance

Pursuant to the terms of the Transaction Agreement, the current and former directors and officers of the Transferred Entities will be entitled to certain ongoing indemnification, expense advancement and insurance arrangements. See the section entitled “The Transaction Agreement — Indemnification and Insurance” beginning on page 84 for a description of such ongoing arrangements.

Asset Sale Bonus Waivers

In connection with the transactions contemplated by the EDR Merger Agreement, EDR, EOC, William Morris Endeavor Entertainment, LLC (“WME”), Wildcat EGH Holdco, L.P. (“EGH Holdco”) and Wildcat OpCo Holdco, L.P. (“OpCo Holdco”) entered into a letter agreement with Ariel Emanuel, as of April 2, 2024 (“Emanuel Letter Agreement”), which provides for, among other things, that Mr. Emanuel will receive a $25,000,000 asset sale transaction bonus following the sale or disposition (in one or a series of transactions) of all of, or all except a de minimis portion of, the certain specified assets of EDR and EOC, subject to certain exceptions. In connection with the Transaction, EDR, EOC, WME, EGH Holdco and OpCo Holdco entered into a letter agreement amendment with Ariel Emanuel, as of October 23, 2024, which amended certain terms of the Emanuel Letter Agreement (the “Emanuel Letter Agreement Amendment”). The Emanuel Letter Agreement Amendment provides that Mr. Emanuel waives his eligibility to receive a $25,000,000 asset sale bonus that would have been payable following the sale or disposition (in one or a series of transactions) of all of, or all except a de minimis portion of, certain specified assets of EDR and EOC. To the extent the Transaction is not consummated or the Transaction Agreement is terminated by its terms, Mr. Emanuel will again be eligible to receive an asset sale bonus with a value of up to $25,000,000.

In connection with the transactions contemplated by the EDR Merger Agreement, EDR and EOC entered into an employment agreement amendment with Mark Shapiro, as of April 2, 2024, which amended certain terms of his employment agreement, dated as of April 19, 2021, and amended as of February 26, 2024 (as previously amended, the “Existing Shapiro Employment Agreement”). In connection with the Transaction, EDR and EOC entered into an employment agreement amendment with Mark Shapiro, as of October 23, 2024, which amended certain terms of the Existing Shapiro Employment Agreement (the “Existing Shapiro Employment Agreement Amendment”). In addition to the Existing Shapiro Employment Agreement Amendment, in connection with the Transaction, EDR, EOC, WME, EGH Holdco, OpCo Holdco and Mr. Shapiro entered into an amendment to the amended and restated employment agreement, dated April 2, 2024 (the “Shapiro A&R Employment Agreement”) as of October 23, 2024 (the “Shapiro A&R Employment Agreement Amendment”).

The Existing Shapiro Employment Agreement and Shapiro A&R Employment Agreement provided Mr. Shapiro with the opportunity to receive certain asset sale bonuses (the “Asset Sale Bonuses”) with a value of up to $100,000,000 in connection with sales or dispositions of certain specified assets of EDR or EOC (each, an “Asset Sale”). The Existing Shapiro Employment Agreement Amendment and the Shapiro A&R Employment Agreement Amendment provide that Mr. Shapiro waives his eligibility to receive the Asset Sale Bonuses. To the extent the Transaction is not consummated or the Transaction Agreement is terminated by its terms, Mr. Shapiro will again be eligible to receive Asset Sale Bonuses with a value of up to $100,000,000.

Other Interests

In addition to the interests discussed above, the following directors and executive officers of TKO PubCo currently have, or have previously had, employment relationships or other compensation arrangements with EDR, including in connection with the transactions contemplated by the EDR Merger Agreement, which relationships and arrangements were disclosed to the Board prior to the formation of the Special Committee:

Ariel Emanuel, a director and Executive Chair and Chief Executive Officer of TKO PubCo, is (i) a director and Chief Executive Officer of EDR and (ii) the beneficial owner of 39,438,637 shares of EDR’s Class A common stock (on a fully-exchanged basis).

Mark Shapiro, a director and President and Chief Operating Officer of TKO PubCo, is (i) the President and Chief Operating Officer of EDR and (ii) the beneficial owner of 1,548,258 shares of EDR’s Class A common stock (on a fully-exchanged basis).

Egon Durban, a director of TKO PubCo, is (i) Co-Chief Executive Officer of Silver Lake, an affiliate of EDR and TKO PubCo, (ii) a director and chairman of the board of directors of EDR and (iii) an owner of a sanction to one PBR team.

Seth Krauss, the Chief Legal and Administrative Officer of TKO PubCo, (i) is the Chief Administrative Officer & Senior Counsel to the Board of Directors and Senior Management of EDR and previously served as Chief Legal Officer of Endeavor from June 2014 until October 2023 and as Chief Legal and Administrative Officer of EDR from October 2023 until January 2024 and (ii) is the beneficial owner of 258,356 shares of EDR’s Class A common stock (on a fully exchanged basis). Mr. Krauss was recused from any evaluation, discussion or negotiations of the Proposal and Transaction in his capacity as Chief Administrative Officer and Senior Counsel to the Board of Directors and Senior Management of at EDR and was dedicated solely to the Company for this purpose.

As a result of the foregoing interests, each of Ariel Emanuel, Mark Shapiro, Egon Durban and Seth Krauss have, or may be deemed to have, a financial interest in the Transaction.

Accounting Treatment of the Transaction

TKO PubCo prepares its financial statements in accordance with GAAP. The EDR Parties hold a controlling interest in TKO PubCo, which is a consolidated subsidiary, as the EDR Parties have control over TKO PubCo’s significant financial and operating decisions currently and will continue to after the Closing of the Transaction. The EDR Parties also currently own, consolidate and control the Businesses that TKO is acquiring, resulting in TKO PubCo and the Businesses being under common control. The Transaction will be accounted for as a common control business combination whereby TKO PubCo, as the acquirer, will record the purchase of the Businesses at historical carrying value on the Closing Date. The operating results of the Businesses will require retrospective combination in TKO PubCo’s financial statements beginning with the earliest period presented. For combined financial information giving effect to the Transaction, see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

Transaction Litigation

As of the filing of this Information Statement, TKO PubCo is not aware of any complaints filed or litigation pending challenging the Transaction.

Regulatory Approvals

Under the Transaction Agreement, each of the parties to the Transaction Agreement has agreed to use its reasonable best efforts to obtain all necessary material consents required to be obtained from any governmental authority in order to consummate the Transaction, including the approval or clearance under any antitrust law, and will cooperate fully with each other in promptly seeking to obtain all such consents.

THE TRANSACTION AGREEMENT

The following summary describes the material provisions of the Transaction Agreement. The descriptions of the Transaction Agreement in this summary and elsewhere in this Information Statement are not complete and are qualified in their entirety by reference to the Transaction Agreement, a copy of which is attached to this Information Statement as Annex A and incorporated into this Information Statement by reference. We encourage you to read the Transaction Agreement carefully and in its entirety because this summary may not contain all the information about the Transaction Agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the Transaction Agreement, and not by this summary or any other information contained in this Information Statement.

Explanatory Note Regarding the Transaction Agreement

The Transaction Agreement has been included to provide you with information regarding its terms. It is not intended to provide any other factual information about the TKO Parties, the EDR Parties, TWI or any of their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Transaction Agreement were made by the parties thereto only for purposes of such agreement and as of specific dates; were made solely for the benefit of the parties to the Transaction Agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Transaction Agreement (such disclosures include information that has been included in TWI’s public disclosures, as well as additional nonpublic information); may have been made for the purposes of allocating contractual risk between the parties to the Transaction Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to you. You should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the TKO Parties, the EDR Parties, TWI or any of their respective subsidiaries or affiliates. Additionally, the representations, warranties, covenants, conditions and other terms of the Transaction Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Transaction Agreement, which subsequent information may or may not be fully reflected in TKO PubCo’s public disclosures.

Transaction Structure and Consideration

The EDR Parties, directly or indirectly, operate the Businesses through TWI and certain of its affiliates. Prior to the Closing, the EDR Parties agreed to cause the Pre-Closing Restructuring to be effected.

Following the completion of the Pre-Closing Restructuring, the EDR Parties will collectively own all of the issued and outstanding equity interests of TWI and forty-five percent (45%) of the issued and outstanding equity interests of Euroleague Ventures S.A. (and such interests, collectively, the “Transferred Equity Interests”).

Contribution

Upon the terms and subject to the conditions of the Transaction Agreement, at the Closing, the EDR Parties will contribute, assign and transfer to TKO all of the Transferred Equity Interests and TKO will acquire and accept from the EDR Parties all of the Transferred Equity Interests in exchange for:

•

a number of TKO Common Units equal to the EDR Parties’ respective portions of the Closing Equity Consideration (subject to certain customary purchase price adjustments) and the Specified Equity Adjustment Amount, in each case, to be allocated in accordance with the Transaction Agreement, and

•

an amount in cash equal to their respective portion of the Estimated Adjustment Amount (as defined in the Transaction Agreement) (subject to certain customary purchase price adjustments) to be allocated in accordance with the Transaction Agreement; and

Issuance

Upon the terms and subject to the conditions of the Transaction Agreement, at the Closing and substantially concurrently with the Contribution described above, TKO PubCo will issue to each EDR Party, and each EDR Party will purchase, a number of shares of TKO PubCo Class B Common Stock equal to the number of TKO Common Units contemplated to be issued to such EDR Party pursuant to the above, in exchange for an amount in cash equal to the aggregate par value of such shares.

Equity and Phantom Equity Awards

As more fully set forth in the Transaction Agreement, each unvested restricted stock unit that vests solely based on continued service granted under the Endeavor Group Holdings, Inc. Amended and Restated 2021 Incentive Award Plan (each such award, an “EDR RSU”) held by a Business Employee or independent contractor that is (x) outstanding as of the effective date of the Transaction Agreement or (y) granted following the effective date of the Transaction Agreement and disclosed on a schedule attached to the Transaction Agreement (each of the EDR RSUs contemplated by clauses (x)-(y), an “Approved EDR RSU”) and, in either case, that is outstanding as of immediately prior to the Closing Date, shall be assumed by TKO PubCo and substituted for a TKO PubCo time-based restricted stock unit award (a “TKO RSU”), subject to terms and conditions after such assumption that are substantially similar to the terms and conditions applicable to the corresponding Approved EDR RSU immediately prior to such assumption (including time-based vesting schedule), except that each TKO RSU shall relate to that number of shares of TKO PubCo Class A Common Stock (with each discrete grant rounded up to the nearest whole share) equal to the product of (A) the number of shares of EDR class A common stock that were issuable upon the vesting of such Approved EDR RSU immediately prior to the Closing and (B) the Equity Award Adjustment Ratio. The EDR Group will generally retain and be liable for (i) all Endeavor performance stock units, (ii) all options to purchase EDR class A common stock, and (iii) all Endeavor restricted stock units held by Former Service Providers and phantom and cash-settled equity-based awards, each of which will be treated in accordance with the EDR Merger Agreement.

Closing of the Transaction

Subject to the terms and conditions of the Transaction Agreement, the Closing will take place on the third (3rd) business day following the satisfaction or waiver of each of the conditions to the obligations of the parties thereto set forth in the Transaction Agreement (other than those conditions that by their nature are to be satisfied at the Closing but subject to the satisfaction or waiver of such conditions at the Closing), or at such other time or on such other date as the EDR Parties and TKO may mutually agree in writing.

The EDR Parties and the TKO Parties agreed that the Closing will not take place prior to March 3, 2025 (the “Inside Date”), which will be automatically extended to April 1, 2025 if (x) the EDR Parties fail to represent to the TKO Parties that the EDR Parties reasonably and in good faith expect to deliver to the TKO Parties (i) the unaudited consolidated profit and losses statement of the Businesses for the month ended as of January 31, 2025, and the unaudited consolidated balance sheet of the Businesses as of January 31, 2025 and (ii) the unaudited consolidated balance sheet of the Businesses as of February 28, 2025 (collectively, the “2025 Financials”) on or prior to April 1, 2025, or (y) the Closing does not occur on or prior to March 3, 2025 (the date on which the Closing occurs, the “Closing Date”).

Representations and Warranties

The Transaction Agreement contains the following representations and warranties of the EDR Parties and TWI relating to, among other things:

•

organization and authority;

•

absence of conflict with governing documents, applicable laws and contracts;

•

required filings and governmental consents;

•

absence of brokers’, finders’ and investment bankers’ fees or commissions in connection with the Transaction;

•

capitalization;

•

qualification;

•

financial statements and maintenance of internal controls over financial reporting;

•

absence of certain undisclosed liabilities;

•

the absence of a Business Material Adverse Effect (as defined below) since June 30, 2024, and the absence of certain actions or failures to act by the EDR Parties or the Transferred Entities since such date that would have been required to be disclosed pursuant to certain covenants in the Transaction Agreement, as described in the section entitled “The Transaction Agreement — Conduct of the Business” beginning on page 73;

•

compliance with laws;

•

cybersecurity and data privacy matters;

•

legal proceedings and governmental orders;

•

possession of permits required for the conduct of the Businesses;

•

ownership and use of intellectual property;

•

real property;

•

employee benefits matters;

•

labor matters;

•

filing of tax returns, payment of taxes and other tax matters;

•

material contracts;

•

environmental matters;

•

insurance;

•

related party transactions;

•

title and sufficiency of assets;

•

compliance with international trade laws, sanctions laws and anti-corruption laws;

•

investment purpose; and

•

the accuracy of information supplied for inclusion in this Information Statement.

Certain of the representations and warranties of the EDR Parties and TWI in the Transaction Agreement are qualified as to “materiality” or “Business Material Adverse Effect”.

For purposes of the Transaction Agreement, Business Material Adverse Effect means any event, circumstance, development, change or effect (collectively, an “Effect”) that, individually or in the aggregate, (i) is or would reasonably be expected to be materially adverse to the results of operations or the financial condition of the Businesses (taken as a whole) or (ii) prevents or would reasonably be expected to prevent or materially delay the ability of the EDR Parties or TWI to consummate the Transaction by the Outside Date. The definition of Business Material Adverse Effect excludes the following Effects, alone or in combination, from the

determination of whether a “Business Material Adverse Effect” has occurred solely in the case of the foregoing clause (i):

•

Effects that generally affect the industry or markets in which the Businesses operate (including legal and regulatory changes);

•

any change in national or international political, economic or social conditions or the securities markets, including Effects caused by any outbreak or escalation of war, sabotage, cyberattack, act of foreign enemies, hostilities, terrorist activities or other civil unrest;

•

hurricanes, earthquakes, floods, tsunamis, tornadoes, mudslides, wild fires or other natural disasters or any other act of God or force majeure events;

•

any changes in laws, regulatory policies or accounting requirements or principles (including GAAP) or the interpretations thereof;

•

any stoppage or shut down of any governmental authority;

•

any change in interest rates or economic, political, business or financial market conditions generally (including any changes in credit, financial, commodities, securities or banking markets);

•

the existence, occurrence or continuation of Effects caused by any pandemic or public health emergency;

•

any failure in and of itself (as distinguished from any Effect giving rise to or contributing to such failure) by the Businesses to meet projections or forecasts;

•

Effects arising from or related to the announcement, execution or performance of the Transaction Agreement, or the pendency or consummation of the Transaction, including losses or threatened losses of employees, customers, vendors or others having relationships with the Businesses (other than for certain purposes of the absence of conflict with governing documents, applicable laws and contracts and required filings and governmental consents representations as specified in the Transaction Agreement);

•

any Effect arising from or related to (x) any action expressly required to be taken pursuant to or in accordance with the Transaction Agreement or at the express written request of TKO, or (y) TKO’s failure to consent in a timely manner to any of the actions restricted by certain covenants relating to conduct of the EDR Parties, as described in the section entitled “The Transaction Agreement – Conduct of the Business” beginning on page 73, if such consent was required to be provided under the Transaction Agreement.

However, any Effect described in the first seven bullet points above will only be excluded for the purpose of determining whether there has been a “Business Material Adverse Effect” to the extent such Effect has not had or would not reasonably be expected to have a disproportionate impact on the business, properties, financial condition or results of operations of the Businesses, taken as a whole, relative to other affected participants in the industries in which the Businesses operate (and the incrementally disproportionate impact thereof (and solely such incrementally disproportionate impact) will be included for the purpose of determining whether there has been a “Business Material Adverse Effect”).

In addition, the Transaction Agreement contains representations and warranties of the TKO Parties, including representations and warranties relating to, among other things:

•

organization, authority and qualification;

•

capitalization;

•

absence of conflict with governing documents, applicable laws and contracts;

•

required filings and governmental consents;

•

the availability of funds to consummate the Transaction;

•

the absence of a TKO Material Adverse Effect (as defined below) since June 30, 2024;

•

solvency;

•

absence of legal proceedings;

•

compliance with laws;

•

investment purpose;

•

absence of brokers’, finders’ and investment bankers’ fees or commissions in connection with the Transaction;

•

vote required to approve the Transaction; and

•

financial statements and maintenance of internal controls over financial reporting.

Certain of the representations and warranties of the TKO Parties in the Transaction Agreement are qualified as to “materiality” or “TKO Material Adverse Effect.”

For purposes of the Transaction Agreement, “TKO Material Adverse Effect” means any Effect that, individually or in the aggregate, (i) is or would reasonably be expected to be materially adverse to the results of operations or the financial condition of the TKO Parties (together with their respective subsidiaries, taken as a whole) or (ii) prevents or would reasonably be expected to prevent or materially delay the ability of the TKO Parties to consummate the Transaction by the Outside Date. The definition of TKO Material Adverse Effect excludes the following Effects, alone or in combination, from the determination of whether a “TKO Material Adverse Effect” has occurred solely in the case of the foregoing clause (i):

•

Effects that generally affect the industry or markets in which the business of the TKO Parties and their respective subsidiaries operate (including legal and regulatory changes);

•

hurricanes, earthquakes, floods, tsunamis, tornadoes, mudslides, wild fires or other natural disasters or any other act of God or force majeure events;

•

any changes in laws, regulatory policies or accounting requirements or principles (including GAAP) or the interpretations thereof;

•

any stoppage or shut down of any governmental authority;

•

any change in interest rates or economic, political, business or financial market conditions generally (including any changes in credit, financial, commodities, securities or banking markets);

•

the existence, occurrence or continuation of Effects caused by any pandemic or public health emergency;

•

any failure in and of itself (as distinguished from any Effect giving rise to or contributing to such failure) by the TKO Parties to meet projections or forecasts;

•

Effects arising from or related to the announcement, execution or performance of the Transaction Agreement, or the pendency or consummation of the Transaction, including losses or threatened losses of employees, customers, vendors or others having relationships with the business of the TKO Parties (other than for certain purposes of the absence of conflict with governing documents, applicable laws and contracts and required filings and governmental consents representations as specified in the Transaction Agreement); and

•

any Effect arising from or related to (x) any action required to be taken pursuant to or in accordance with the Transaction Agreement or at the express written request of the EDR Parties or TWI, or (y) the failure of the EDR Parties to consent in a timely manner to any of the actions restricted by certain covenants relating to conduct of the TKO Parties, as described in the section entitled “The Transaction Agreement — Conduct of the Business” beginning on page 73, if such consent was required to be provided under the Transaction Agreement.

However, any Effect described in the first seven bullet points above will only be excluded for the purpose of determining whether there has been a “TKO Material Adverse Effect” to the extent such Effect has not had or would not reasonably be expected to have a disproportionate impact on the business, properties, financial condition or results of operations of the TKO Parties, taken as a whole, relative to other affected participants in the industries in which the business of the TKO Parties operates (and the incrementally disproportionate impact thereof (and solely such incrementally disproportionate impact) will be included for the purpose of determining whether there has been a “TKO Material Adverse Effect”).

Further, in no event will an Effect caused by any action or omission taken by or at the specific direction or with the prior written consent of the Specified Stockholders or certain persons set forth on the relevant schedule of the TKO Parties’ confidential disclosure letter delivered concurrently with the execution of the Transaction Agreement (in each case, other than any such action or omission taken by such persons at the written direction of the Special Committee) constitute a TKO Material Adverse Effect.

Conduct of the Business

The EDR Parties have agreed that, except as contemplated by the Pre-Closing Restructuring, for any transfer of any Transferred Entity, Business Unit Business Employee, Transferred Asset or Transferred Liability to the Transferred Entities or any transfer of any Inactive Employees, Delayed Transfer Business Employees, Corporate Business Employees or certain excluded employees, any Excluded Asset or any Excluded Liabilities to the Remaining EDR Group or any of their affiliates (other than the Transferred Entities), as required by law or any governmental authority or any contract to which the EDR Group is a party, as set forth in the EDR Parties’ confidential disclosure letter delivered concurrently with the execution of the Transaction Agreement, or as otherwise expressly contemplated by the Transaction Agreement or the Ancillary Agreements or with the prior written consent of TKO (which consent will not be unreasonably conditioned, withheld, delayed or denied), between the date of the execution of the Transaction Agreement and the earlier of the Closing or the termination of the Transaction Agreement (the “Pre-Closing Period”), the EDR Parties will use reasonable best efforts to cause the EDR Group (solely in respect of the Businesses) and the Transferred Entities to conduct the Businesses in the ordinary course of business (taking into account any material event or change in circumstance that occurs following the date of execution of the Transaction Agreement) in all material respects and use reasonable best efforts to (1) maintain in all material respects the assets and properties of the Businesses (including for the avoidance of doubt the Transferred Assets), (2) preserve in all material respects the current relationships of the Businesses with customers, suppliers, distributors, licensors, licensees, contractors, employees, governmental authorities and other business relationships, in each case, who are material to the Businesses (taken as a whole) and (3) preserve in all material respects the goodwill and ongoing operations of the Businesses and to not:

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issue, grant, sell, pledge, assign, transfer, convey, surrender, relinquish or otherwise dispose of, lease, license, mortgage, incur or create any lien on, or otherwise encumber (other than Permitted Liens), (i) any equity interest, options, warrants or other rights of any kind to acquire or receive any equity interest of the Transferred Entities or TWI-Controlled JVs or (ii) any Transferred Assets or assets or property of the Transferred Entities (including transferred owned real property or transferred leased real property, but excluding Transferred Intellectual Property), other than (x) Excluded Assets and (y) sales, transfers or dispositions of (I) inventory, equipment or similar assets or property in the ordinary course of business or (II) with a fair market value that does not exceeds $1,000,000, in each case;

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(i) adjust, split, combine or reclassify any equity interest of the Transferred Entities or (ii) repurchase, redeem or otherwise acquire or offer to repurchase, redeem or otherwise acquire, directly or indirectly, any equity interests of the Transferred Entities, other than as required under governing documents of any TWI JV in effect as of the date of execution of the Transaction Agreement (to the extent such governing documents are made available to the TKO Parties);

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materially amend, modify or restate the governing documents of the Transferred Entities;

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declare, set aside, make or pay any dividend or other distribution, payable in equity, property or otherwise, with respect to any of its equity interests, any distribution with respect to the equity interests of the Transferred Entities, in each case excluding any dividends or distributions (i) between Transferred Entities wholly-owned by the EDR Parties in the ordinary course of business or (ii) by any Transferred Entity in accordance with its governing documents (provided, that nothing in the Transaction Agreement will limit any dividend or distribution made by a Transferred Entity prior to the Calculation Time that is made in cash);

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with respect to each Business, make any capital expenditures (except amounts to be paid in full prior to the Closing), (i) with respect to fiscal year 2024, in excess of 10% over the aggregate amount of capital expenditures set forth in the operating budget of such Business existing as of the date of execution of the Transaction Agreement; and (ii) with respect to fiscal year 2025, in excess of 10% over the aggregate amount of capital expenditures set forth in the long range plan of such Business made available to the TKO Parties prior to the date of execution of the Transaction Agreement;

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except as required under applicable law, pursuant to the terms of a Benefit Plan or Labor Agreement, or resulting from any actions otherwise permitted under the Transaction Agreement or to the extent such action would not result in any liability to TKO or its affiliates:

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notwithstanding the terms of a Benefit Plan or any provision of the Transaction Agreement to the contrary, grant any equity or equity-based awards to any Business Employee or independent contractor or any other person who would become a transferred employee or independent contractor except as disclosed in the EDR Parties’ confidential disclosure letter delivered concurrently with the execution of the Transaction Agreement;

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increase the amount of any base salary or annualized base wages, annual cash incentive entitlement, or severance payable to any Business Employee other than (x) increases in base salary or annualized base wages or annual cash incentive entitlement in the ordinary course of business for Business Employees who have an annual base salary or annualized base wage of less than $500,000, provided that no such individual increase will exceed 15% of the annual base salary or annualized base wages or annual cash incentive entitlement as in effect prior to such increase, or (y) increases in severance payments or benefits that reflect an increase of less than $50,000 over the amount that would be payable in accordance with the applicable EDR Plan (including any applicable local practice or policy, whether formal or informal), provided that no such increase will be permitted for any Business Employee with an annual base salary or annualized wage rate of $500,000 or more;

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grant or provide any change in control, retention or similar payments or benefits to any Business Employee or any other individual where such payments or benefits would become Liabilities of TKO or its affiliates (including any obligation to gross-up, indemnify or otherwise reimburse any such individual for any tax incurred by any such individual, including under Section 409A or 4999 of the Code); or

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accelerate the time of payment or vesting of, or the lapsing of restrictions with respect to, or fund or otherwise secure the payment of, any equity or equity-based awards to any Business Employee or any other individual where such payments or benefits would become Liabilities of TKO or its affiliates;

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except as required pursuant to the terms of a Benefit Plan, resulting from any actions otherwise permitted under Section 5.01(g) or Section 5.01(i) of the Transaction Agreement or to the extent such action would not result in any liability to TKO or its affiliates:

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establish, adopt, enter into, terminate or amend any material Assumed Benefit Plan or establish, adopt or enter into any plan, agreement, program, policy or other arrangement that would be a material Assumed Benefit Plan if it were in existence as of the date of execution of the Transaction Agreement (other than in connection with (A) annual or other customary periodic benefit plan review (to the extent such establishment, adoption or entering into does not result in materially increased liability to TKO or its affiliates), (B) new hires or promotions in the ordinary course of business, or (C) extensions, renewals or terminations of health and welfare plans in the ordinary course of business); or

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establish, adopt, enter into, terminate or materially amend any material Benefit Plan (other than any Assumed Benefit Plan) or establish, adopt or enter into any plan, agreement, program, policy or other arrangement that would be a material Benefit Plan (other than any Assumed Benefit Plan) if it were in existence as of the date of execution of the Transaction Agreement other than (A) in connection with annual or other customary periodic benefit plan review (to the extent such establishment, adoption or entering into does not result in materially increased liability to TKO or its affiliates) or in connection with new hires or promotions, or extensions, renewals or terminations of health and welfare plans or (B) adoption, entry into, termination or amendment of any Benefit Plan (other than any Assumed Benefit Plan) that is not specifically targeted to Business Employees;

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(i) hire any Business Employee in a position of senior vice president or above or who is expected to earn annual base salary or annualized base wages equal to or in excess of $500,000, other than any Business Employee hired in the ordinary course of business following the date of the Transaction Agreement at the level of senior vice president or above who will be expected to earn annual base salary or annualized based wages or fees less than $500,000 but only to the extent such Business Employee is not entitled to total cash compensation that is materially greater (for this purpose, representing an increase of more than 10%) than the total cash compensation provided to similarly situated Business Employees, provided that no such Business Employee will have any entitlement to equity or equity-based compensation, (ii) terminate (other than terminations for cause) the employment of any Business Employee in a position of senior vice president or above or who is expected to earn annual base salary or annualized base wages or fees equal to or in excess of $500,000, (iii) hire any employee that will be designated as a Corporate Business Employee or (iv) designate or re-assign any Business Employee as an excluded employee or otherwise update the excluded employees list to designate as excluded employees any Business Employees who, prior to such update, were not designated as excluded employees and/or were not listed in the list of excluded employees;

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change in any material respect any method of accounting or accounting practice or policy used by the Businesses, other than such changes required by GAAP or applicable law;

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(i) make, change or revoke any material election with respect to taxes other than in a manner materially consistent with past practice; (ii) waive or extend the statute of limitations in respect of any material tax (other than pursuant to automatic extensions of time to file any tax return); (iii) file any material amended tax returns; (iv) settle, consent to or compromise any claim or assessment in respect of a material amount of taxes; or (v) surrender or compromise any right to claim a tax refund in respect of a material amount of taxes, in each case, to the extent such action would reasonably be expected to materially and adversely affect the Transferred Entities or the TKO Parties with respect to any post-closing tax period;

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permit any Transferred Entity to (i) acquire (by merger, consolidation or combination, or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or any material properties, equity interests or assets from any third party or (ii) enter into any joint venture or

other similar partnership with any third party that is material to the Businesses, taken as a whole, other than, in each case, (A) acquisitions of inventory, equipment or similar assets or property in the ordinary course of business, or (B) the satisfaction or exercise of any obligations or rights of any Transferred Entity existing as of the date of execution of the Transaction Agreement (except to the extent such exercise is made solely at the election of any Transferred Entity);

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other than borrowings in the ordinary course of business pursuant to the EDR Group Credit Facility, incur, assume, guarantee or otherwise become liable for any indebtedness for borrowed money, other than (i) indebtedness that will be repaid, settled, canceled or terminated in full prior to the Closing, (ii) intercompany indebtedness solely among Transferred Entities wholly-owned by the EDR Parties and (iii) refinancings of existing indebtedness, which do not materially increase the outstanding principal amount of loans or commitments under the applicable existing indebtedness immediately prior to such refinancing;

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make any material loans of money or capital contributions to any person (other than a Transferred Entity) that would constitute Transferred Liabilities or permit a Transferred Entity to make any material loans of money or capital contributions to any person (other than another Transferred Entity), except, in each case, for (i) advances to Business Employees for expenses incurred in the ordinary course of business, (ii) loans or capital contributions solely among Transferred Entities wholly-owned by the EDR Parties in the ordinary course of business, (iii) the satisfaction or exercise of any obligations or rights of any Transferred Entity existing as of the date of execution of the Transaction Agreement (except to the extent such exercise is made solely at the election of any Transferred Entity) or (iv) loans or capital contributions that will be repaid or funded in full prior to the Closing, or otherwise not to exceed $1,000,000 individually or $5,000,000 in the aggregate for all such loans or capital contributions;

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(w) other than renewals in the ordinary course of business, replace or materially amend or modify any material contract, (x) waive or release any material rights or claims under a material contract, (y) except in the ordinary course of business, enter into any material contract, or (z) voluntarily terminate any material contract;

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enter into any new contract (that would constitute a material contract) with the counterparties to (or their affiliates), or terminate, replace, amend, supplement, waive any rights under or modify, certain specified contracts set forth in the EDR Parties’ confidential disclosure letter delivered concurrently with the execution of the Transaction Agreement;

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fund certain payments in respect of certain future events of the Businesses to be taken account into the calculation of cash and cash equivalents of the Businesses at the Closing in an amount in excess of $35,000,000;

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adopt or enter into any plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Businesses (other than as necessary to implement the Pre-Closing Restructuring);

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sell, pledge, dispose of, assign, transfer, license, abandon, create any lien (other than Permitted Liens) or authorize any of the foregoing on or with respect to any material Transferred Intellectual Property, other than (i) in connection with (A) any sales of products or services in the ordinary course of business, (B) sales, abandonments or other dispositions of immaterial or obsolete, surplus or worn-out assets, equipment or property (including Transferred Intellectual Property) that is no longer used in or useful for the operations of a Transferred Entity, (C) the licensing or sublicensing of Transferred Intellectual Property in the ordinary course of business, (D) pursuant to transactions solely among Transferred Entities wholly-owned by the EDR Parties or (E) expirations of Transferred Intellectual Property in accordance with its statutory term or (ii) for consideration (and with fair market value) not to exceed $1,000,000 individually;

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except as required by law, negotiate, enter into, amend, or extend any Labor Agreement or voluntarily recognize any union as the bargaining representative of any Business Employees without notifying the TKO Parties;

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implement any mass layoff, plant closing, or other termination event requiring notice under the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state, local, or foreign law without complying with the notice requirements under such laws;

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release, compromise or settle any action (i) involving payments (exclusive of attorney’s fees) by the Transferred Entities in excess of $1,000,000 individually or $5,000,000 in the aggregate, (ii) granting injunctive or other equitable remedy against the Transferred Entities or the Businesses or (iii) which imposes any material restrictions on the operation of the Businesses (taken as a whole); or

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agree to take any of the foregoing actions.

Notwithstanding anything to the contrary in the Transaction Agreement, with respect to any TWI JV, the obligations of the EDR Parties and the Transferred Entities will only apply to the extent an EDR Party or Transferred Entity has the right to cause such TWI JV to comply with any such obligation or take or not take any such action (taking into account the rights of any other equityholders or other parties to such TWI JV); provided that the EDR Parties and the Transferred Entities will direct the directors or managers of TWI JVs (other than those set forth in the applicable section of the EDR Parties’ confidential disclosure letter delivered concurrently with the execution of the Transaction Agreement) that are appointed by the EDR Parties or the Transferred Entities (the “EDR JV Directors”) to vote in favor of (or against) any action (or omission) in their capacity as such, in each case, if such action (or omission) would be prohibited to be taken (or not taken) without the prior written consent of the TKO Parties if taken by a member of the EDR Group or a Transferred Entity directly, it being agreed that the obligation in the foregoing proviso with respect to such TWI JV will not prohibit any such EDR JV Director from (i) complying with or exercising its fiduciary duties in its capacity as a director or manager of such TWI JV or (ii) executing a written resolution of the board of directors or similar governing body of such TWI JV with respect to any action that, if taken at a meeting, could be approved by the board of directors or other similar governing body of such TWI JV without the consent of the EDR JV Director so long as such written resolution is otherwise executed by the number of directors or managers that would be required to approve such action at a meeting of such governing body. Subject to the EDR Parties’ and the Transferred Entities’ compliance with the terms of the Transaction Agreement, no action or omission or other matter with respect to any TWI JV, other than TWI-Controlled JVs so long as such action or omission with respect to a TWI-Controlled JV is permitted to be taken (or not taken) under the governing documents of such TWI-Controlled JV without the prior approval or consent of a third party member or equityholder of such TWI-Controlled JV), contemplated by this paragraph will constitute a breach of any provision of the Transaction Agreement and the TKO Parties will not have any right to rely on any failure of a condition set forth in the Transaction Agreement to be satisfied (or terminate the Transaction Agreement on the basis thereof) or claim any loss or damage or seek any other remedy (whether at law, in equity or otherwise) to the extent that such failure, loss or damage arises from any action or omission of a Transferred Entity with respect to any TWI JV contemplated by this paragraph. TKO may not, prior to the Closing, manage or interfere with the EDR Group’s ability to conduct the Businesses in the ordinary course of business and nothing contained in the Transaction Agreement is intended to give TKO or its affiliates, directly or indirectly, the right to control or direct the Businesses prior to the Closing.

Conduct of the TKO Parties

The TKO Parties have agreed that, except (i) as set forth in the TKO Parties’ confidential disclosure letter delivered concurrently with the execution of the Transaction Agreement, (ii) as required by applicable law, a governmental authority or any contract to which any of the TKO Parties or their subsidiaries is bound, or (iii) as otherwise contemplated by the Transaction Agreement or the Ancillary Agreements or as consented to by the

EDR Parties in writing (which consent will not be unreasonably conditioned, withheld, delayed or denied), during the Pre-Closing Period, the TKO Parties will not, and will cause their respective subsidiaries not to:

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issue, sell or transfer any shares of capital stock or other equity interests of TKO PubCo or TKO (other than (i) upon the exercise or settlement of awards under the TKO PubCo Incentive Award Plan outstanding as of the date of execution of the Transaction Agreement, (ii) as required to comply with any TKO Benefit Plan in effect as of the date of execution of the Transaction Agreement, (iii) transactions solely among TKO or its wholly-owned subsidiaries in the ordinary course of business or (iv) in connection with redemptions or exchanges pursuant to the TKO OpCo LLC Agreement);

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(i) adjust, split, combine or reclassify any shares of capital stock or other equity interest of TKO PubCo or TKO or (ii) repurchase, redeem or otherwise acquire or offer to repurchase, redeem or otherwise acquire, directly or indirectly, any shares of capital stock or other equity interests of TKO PubCo or TKO;

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amend in any material respect the governing documents of the TKO Parties in a manner that would reasonably be expected to (i) materially impair the rights of the EDR Parties with respect to the Equity Consideration or the shares of TKO PubCo Class B Common Stock issuable pursuant to the Transaction Agreement or (ii) prevent or materially impair the ability of the TKO Parties to perform their obligations under the Transaction Agreement or to consummate the Transaction;

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make, declare, set aside or pay any dividends on, or make any other distribution (in equity interests or property) in respect of any of the outstanding equity interests of TKO PubCo or TKO, in each case, other than (i) in respect of regular quarterly cash dividends or (ii) tax distributions provided for under the terms of the TKO OpCo LLC Agreement (determined in a manner consistent with TKO’s past practices);

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adopt or enter into any plan of complete or partial liquidation or dissolution of, or otherwise liquidate, dissolve or wind up the operations of, TKO PubCo or TKO; or

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commit or agree to take any of the foregoing actions.

Written Consent

Under the terms of the Transaction Agreement, the EDR Parties were required to use their reasonable best efforts to obtain and deliver to TKO PubCo the duly executed countersignature pages to the Written Consent by the Specified Stockholders, in each case as soon as practicable following the execution of the Transaction Agreement, but in any event within twelve (12) hours following the execution thereof.

The Written Consent, duly executed by the Specified Stockholders, was delivered to TKO PubCo on October 23, 2024, shortly after the execution of the Transaction Agreement.

Access to Information

During the Pre-Closing Period, upon advanced reasonable notice, the EDR Parties will, at TKO’s sole cost and expense, afford TKO and its authorized representatives reasonable access to the offices, properties and books and records (including Transferred Employee Records, to the extent permitted by applicable law) of the Transferred Entities and the other members of the EDR Group (solely in respect of the Businesses, Transferred Assets, Transferred Liabilities and Business Employees) as TKO and such representatives may reasonably request for purposes of consummating the Transaction or preparation therefor; provided, however, that any such access will be conducted during normal business hours, under the supervision of the EDR Parties’ personnel and in such a manner as not to unreasonably interfere with the normal operations of the Businesses or the EDR Group.

Notwithstanding anything to the contrary in the Transaction Agreement, the EDR Parties will not be required to disclose any information to TKO if:

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such disclosure would, in the EDR Parties’ reasonable discretion, (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable law (including other antitrust laws), fiduciary duty, confidentiality obligation or contract to which any member of the EDR Group is a party; or

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the EDR Parties or any of their affiliates (including the Transferred Entities), on the one hand, and TKO or any of its affiliates, on the other hand, are adverse parties in any action and such information is reasonably pertinent thereto.

In the event that disclosure is restricted pursuant to the above, the EDR Parties will, to the extent legally permissible, reasonably necessary and practicable, cooperate with TKO and make appropriate substitute arrangements.

Neither the auditors nor the independent accountants of the EDR Parties or their respective affiliates (including the Transferred Entities) will be obligated to make any work papers available to any person under the Transaction Agreement unless and until such person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants.

If so reasonably requested by the EDR Parties at any time during the Pre-Closing Period or following the Closing, TKO will, and will cause its affiliates (as applicable) to, enter into a customary joint defense agreement with the EDR Parties or other members of the EDR Group to avoid the loss of attorney client privilege with respect to any information to be provided to TKO pursuant to the Transaction Agreement during the Pre-Closing Period or following the Closing.

Nothing provided to TKO pursuant to the foregoing will in any way amend or diminish TKO’s or its affiliates’ obligations under the confidentiality agreement between EDR and TKO PubCo dated as of June 17, 2024 (the “Confidentiality Agreement”).

After the Closing Date, TKO will and will cause its controlled affiliates to, on the one hand, and the EDR Parties will and will cause their controlled affiliates to, on the other hand, grant to the other reasonable access to financial records and other information in their possession as of the Closing related to their conduct of the Businesses and such cooperation and assistance, in each case, as will be reasonably required to enable them to complete their legal, regulatory, stock exchange and financial reporting requirements and for any other reasonable business purpose, including in respect of litigation and insurance matters, but excluding disputes under the Transaction Agreement or any Ancillary Agreement; provided, however the limitations on the EDR Parties’ required disclosures described above continues to apply. TKO, on the one hand, and the EDR Parties, on the other hand, will promptly reimburse the other for such other’s reasonable out-of-pocket expenses associated with requests made by such first party for access to information after Closing, but no other charges will be payable by the requesting party to the other party in connection with such requests.

In addition, with respect to information provided pursuant to the Transaction Agreement, TKO agreed that:

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certain records may contain information relating to the Remaining EDR Group or their respective affiliates, other than information relating solely to the Businesses and the Transferred Entities, and that the Remaining EDR Group may retain copies thereof; and

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prior to making any records available to TKO, the EDR Parties may redact any portions thereof that relate to any member of the Remaining EDR Group or any of their respective affiliates (other than the Businesses, Transferred Assets, Transferred Liabilities, Business Employees or the Transferred Entities).

Separation Matters

Services from Affiliates

Other than certain agreements set forth on the EDR Parties’ confidential disclosure letter delivered concurrently with the execution of the Transaction Agreement (the “Surviving Intercompany Agreements”), the Transition Services Agreement or any other Ancillary Agreement related thereto, the EDR Parties will take such actions that are necessary to cause each contracts between the EDR Group and its affiliates (other than the Transferred Entities), on the one hand, and a Transferred Entity or TWI-Controlled JV, on the other hand (other than the Transaction Agreement, the Ancillary Agreements or in respect of the Pre-Closing Restructuring) (each, an “Intercompany Agreement”) to terminate with respect to the Businesses, as of the Closing Date, and be of no force and effect without any party thereto having any continuing Liabilities to the other party. With respect to any balances not required to be settled prior to the Closing, the EDR Parties will use reasonable best efforts to cause the Business and the EDR Group to pay such payables (and collect such receivables) between the Remaining EDR Group and/or the EDR Group, on the one hand, and the Business, the Transferred Entities and/or TWI-Controlled JVs, on the other hand, when due in accordance with their terms.

Termination of the TKO Services Agreement

TKO and the EDR Parties agreed, effective as of the Closing Date, that the TKO Services Agreement will be automatically terminated in its entirety and will be without further force or effect, without any further action, obligations or liabilities of the EDR Group or any of its affiliates, on the one hand, or TKO or any of its affiliates, on the other hand, following the Closing.

In connection with the foregoing, TKO will pay to EOC (or its designee) all Service Fees (as defined in the TKO Services Agreement) due and owing prior to the Closing Date (which will be prorated in the event that the Closing Date is not the last day of a calendar month).

EDR Guarantees

Prior to the Closing, TKO will use reasonable best efforts to put in place, effective as of the Closing, instruments to replace all outstanding performance guarantees, letters of credit, performance bonds, or similar guarantees entered into by or on behalf of the Remaining EDR Group in connection with the Businesses (the “EDR Guarantees”), other than the EDR Guarantee that is intended to survive the Closing (the “Surviving EDR Guarantee”), and the EDR Parties will use reasonable best efforts to cooperate with TKO in connection therewith as reasonably requested by TKO.

TKO and the EDR Parties will use reasonable best efforts to cooperate and cause TKO (or an appropriate subsidiary) to be substituted in all respects for the member of the Remaining EDR Group that is party to any EDR Guarantee (other than the Surviving EDR Guarantee in respect of the Businesses (other than Excluded Liabilities) or Transferred Liabilities), effective as of the Closing Date, in respect of all obligations of the applicable member of the Remaining EDR Group that is party to such EDR Guarantee in respect of the Businesses (other than Excluded Liabilities) or Transferred Liabilities, so that as a result of such substitution, the member of the Remaining EDR Group that is party to such EDR Guarantee will, from and after the Closing, cease to have any obligation whatsoever arising from or in connection with such EDR Guarantees in respect of the Businesses (other than the Excluded Liabilities) or Transferred Liabilities.

If the parties are not successful in completing the foregoing by the Closing Date, then from the Closing until the date that the Remaining EDR Group is completely and unconditionally released from each EDR Guarantee (other than the Surviving EDR Guarantee in respect of the Businesses (other than the Excluded Liabilities) or Transferred Liabilities):

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the EDR Parties will cause any such EDR Guarantee to remain in effect (provided that the Remaining EDR Group will be under no obligation to renew or extend the term of any such existing EDR Guarantee);

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TKO and the EDR Parties will continue to use their reasonable best efforts to obtain promptly the complete and unconditional release of the member of the Remaining EDR Group that is party to such EDR Guarantee from each such EDR Guarantee in respect of the Businesses (other than the Excluded Liabilities) or Transferred Liabilities following the Closing;

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TKO will indemnify the Remaining EDR Group for the amounts paid under such Surviving EDR Guarantee or any other Liability arising from or in connection with such EDR Guarantee from and after the Closing to the extent constituting Transferred Liabilities; and

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TKO will not amend, modify or renew any contract subject to such EDR Guarantees without the consent of the member of the Remaining EDR Group that is party to such EDR Guarantees.

Shared Contracts

Prior to the Closing, and until the expiration or termination date of any contracts that relate both to the Businesses and one or more of the Excluded EDR Businesses (each, a “Shared Contract”) (but if the term in indefinite, only for two (2) years after the Closing), each of the EDR Parties and TKO will, and will cause the other members of the EDR Group and their respective affiliates, respectively, to use reasonable best efforts to obtain from each third party to a Shared Contract, either:

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a separate contract or agreement (a “New Contract”) that allocates the rights and obligations of the EDR Group under each such Shared Contract as between the Businesses, on the one hand, and the Excluded EDR Businesses, on the other hand, and which, as it relates to the Businesses, are otherwise substantially similar in all material respects to such Shared Contract (or on terms that are otherwise reasonably acceptable to TKO and the EDR Parties), or

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a contract or agreement effective as of the Closing (the “Partial Assignments and Releases”) that assigns the rights and obligations of the EDR Group under such Shared Contract to the extent related to the Businesses to the Transferred Entities, or assigns the rights and obligations of the EDR Group under such Shared Contract to the extent related to the Excluded EDR Businesses to a member of the Remaining EDR Group, as applicable (in each case, including by amending such Shared Contract to remove the applicable member of the EDR Group as a party thereto).

None of the EDR Parties, TKO, any Transferred Entity or their respective affiliates will be required to commence, defend or participate in any litigation or offer or pay any money or otherwise grant any accommodation (financial or otherwise) to any third person (an “Extraordinary Action”) to obtain any New Contract or Partial Assignment and Release with respect to any Shared Contract.

If following the Closing, any third party under a Shared Contract does not agree to enter into a New Contract or Partial Assignment and Release consistent with the foregoing, the parties will for a period of up to two (2) years or until the earlier expiration or termination date of the applicable Shared Contract, cooperate with each other and, following good faith discussions between the parties, seek to obtain or structure mutually acceptable alternative arrangements for the applicable member of the EDR Group and the applicable Transferred Entity (or TKO or its subsidiaries) receiving rights and benefits, and bearing liabilities and obligations, (i) with respect to the EDR Group, to the extent related to the Excluded EDR Businesses, Excluded Assets and Excluded Liabilities, and (ii) with respect to the Transferred Entities (or TKO or its subsidiaries), to the extent related to the Businesses (other than Excluded Liabilities), Transferred Assets and Transferred Liabilities (provided that such arrangements will not result in a breach or violation of such Shared Contract by any of the parties thereto or a violation of applicable law) (each, a “Back-to-Back Arrangement”).

With respect to liabilities, rights and benefits pursuant to, under or relating to a given Shared Contract, relating to occurrences from and after the Closing, to the extent a New Contract, a Partial Assignment and Release or a Back-to-Back Arrangement has not been entered into in respect to such Shared Contract, such liabilities, rights and benefits will be allocated between the EDR Group and TKO under the terms of the Transaction Agreement.

Obligations Regarding Non-Assignable Assets and Non-Assumable Liabilities

To the extent that any transfers of Transferred Assets (including contracts other than Shared Contracts and subject to certain exceptions) to or assumptions of Transferred Liabilities by the Transferred Entities, including any Transferred Assets or Transferred Liabilities to be transferred pursuant to the Pre-Closing Restructuring, have not been consummated at or prior to the Closing, the parties will use reasonable best efforts to effect such transfers or assumptions as promptly following the Closing as practicable.

To the extent that the sale, conveyance, assignment or transfer or attempted sale, conveyance, assignment or transfer of (x) any Transferred Asset or Transferred Liability or (y) any Excluded Asset or Excluded Liability is prohibited by or would contravene any applicable law, permit, governmental order or contract, or would require any consent of any governmental authority or other third party (or, in each case any claim or right or benefit arising thereunder or resulting therefrom that is subject to any such prohibition, contravention or consent requirement) (such Transferred Asset, a “Delayed Asset”, such Transferred Liability, a “Non-Transferable Liability”, such Excluded Asset, a “Delayed Excluded Asset”, and such Excluded Liability, a “Non-Transferable Exclude Liability”), then (but unless and until any applicable consents have been obtained) the Transaction Agreement and the Ancillary Agreements will not constitute an agreement to sell, assign, license, sublicense, lease, sublease, convey or transfer at the Closing the applicable Transferred Asset (excluding Transferred Entities), Transferred Liability, Excluded Asset or Excluded Liability.

The EDR Parties and TKO will use, and cause each of their subsidiaries to use, reasonable best efforts to obtain any such consent, including after the Closing Date through the date that is six (6) months after the Closing Date (or, in the case of a contract, until the expiration of the term of such contract (without giving effect to any extensions thereof following the Closing)), subject to certain conditions and exceptions as further set forth in the Transaction Agreement.

Upon obtaining the requisite consents, unless otherwise provided in the Transaction Agreement or any Ancillary Agreement, such Delayed Asset, Non-Transferable Liability, Delayed Excluded Asset or Non-Transferable Excluded Liability will be automatically transferred and assigned to the applicable party under the Transaction Agreement without additional consideration therefor.

Following the Closing, the EDR Parties, on the one hand, and TKO, on the other hand, will, and will cause their subsidiaries (including, with respect to TKO, the Transferred Entities and their subsidiaries) to, use reasonable best efforts to, cooperate in any arrangement, reasonable and lawful as to the other party so that such other party obtain the benefits (as determined on an after-tax basis taking into account solely items related to such arrangement) and bear the burdens relating to such Delayed Asset, Non-Transferable Liability, Delayed Excluded Asset or Non-Transferable Excluded Liability (as applicable), including possession, use, risk of loss, potential for income and gain, and dominion, control and command over such Delayed Asset, Non-Transferable Liability, Non-Transferable Liability, Delayed Excluded Asset or Non-Transferable Excluded Liability, such that the parties would be placed in a substantially similar position as if such Delayed Asset, Non-Transferable Liability, Non-Transferable Liability, Delayed Excluded Asset or Non-Transferable Excluded Liability (as applicable) had been conveyed at the Closing.

None of the parties will be required to, among other things, take any Extraordinary Action with respect to any Delayed Asset, Non-Transferable Liability, Delayed Excluded Asset or Non-Transferable Excluded Liability.

EDR Names and Marks.

Except as expressly set forth in this paragraph, after the Closing, TKO will not, and will not permit the Transferred Entities to, use any of the EDR Names and EDR Marks.

Notwithstanding the foregoing:

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as soon as practicable following the Closing, but in no event later than ninety (90) days after the Closing, TKO will, and will cause the Transferred Entities to, file such documents and take, or cause to be taken, such necessary actions, to file with competent governmental authorities to change the legal entity name of the Transferred Entities to remove any EDR Names; and

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the Transferred Entities will be entitled to use the EDR Marks in substantially the same manner and scope as used by the Transferred Entities with respect to the Businesses as in the twelve (12) months prior to the Closing for a transitional period no later than ninety (90) days after the Closing (or such longer time as may be mutually agreed in good faith).

During such transitional license term, TKO will cause the Businesses not to use the EDR Names and the EDR Marks in any manner that may damage or tarnish the reputation of the Remaining EDR Group or the goodwill associated with the EDR Names or the EDR Marks.

Insurance Policies

From and after the Closing Date, the Businesses and Transferred Entities will cease to be insured by the Remaining EDR Group’s insurance policies or by any of the Remaining EDR Group’s self-insured programs (collectively, the “EDR Insurance Policies”), and any EDR Insurance Policies will continue in force only for the benefit of the Remaining EDR Group and not for the benefit of TKO, the Transferred Entities or the Businesses, provided that following the Closing, the Remaining EDR Group will use reasonable best efforts to:

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provide the Businesses and the Transferred Entities with the continued benefit of any:

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“occurrence basis” EDR Insurance Policy that, by its terms, covers and permits claims by the Businesses and Transferred Entities in respect of acts, omissions and events occurring prior to the Closing (to the extent any such claim relates to the Businesses prior to the Closing), and

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“claims made basis” EDR Insurance Policy with regard to coverage for the Businesses and the Transferred Entities for claims noticed to the insurers thereunder prior to the Closing; and

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provide the Businesses and the Transferred Entities with the continued benefit of the EDR Insurance Policies to the extent the TKO Parties and their subsidiaries are insured under such policies as of the date of execution of the Transaction Agreement, in substantially the same manner and scope as provided to the TKO Parties and their subsidiaries as of the date of execution of the Transaction Agreement.

TKO and the Transferred Entities will pay (and reimburse the EDR Parties if they pay) for any reasonable costs and expenses (including increased premiums) directly incurred in connection with the foregoing as a result of such claims and will exclusively bear any deductibles, retentions, or uninsured, uncovered, unavailable or uncollectible amounts relating to or associated with such claims.

Wrong Pockets

Following the Closing, the EDR Parties and their affiliates, on the one hand, and TKO and its affiliates, on the other hand, will cooperate with each other with respect to the transfer of certain assets and liabilities received or otherwise possessed by such parties after the Closing that should belong to the other party under the terms of the Transaction Agreement.

Employee Matters

Business Employees

The Transaction Agreement provides that the Business Employees will generally transfer automatically to TKO or its affiliates upon the occurrence of the Closing by operation of law. For any Business Employees who

do not transfer automatically by operation of law but are transferring as of the Closing, TKO or one of its affiliates will offer employment to such Business Employees. The offers will be for a substantially similar position in which such Business Employee’s responsibilities are not significantly reduced and at a geographic work location that is within fifteen (15) miles of the same metropolitan area as the applicable Business Employee’s primary work location immediately prior the Closing, subject to the terms of any Labor Agreement applicable to the Business Employee. Certain Business Employees, including Inactive Employees, Delayed Transfer Business Employees, Corporate Business Employees and Work Permit Employees (each as defined in the Transaction Agreement) will transfer at a later date following the Closing, subject to similar terms and conditions as the Business Employees who transfer at Closing.

Treatment of the EDR Equity Awards

The Transaction Agreement provides for the following treatment of EDR equity awards held by the Business Employees, independent contractor or Former Service Providers:

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Restricted Stock Units. Each unvested EDR restricted stock unit held by a Business Employee or independent contractor (i) outstanding as of the date of the Transaction Agreement or (ii) granted thereafter in accordance with the Transaction Agreement (each, an “EDR RSU”) that is outstanding as of immediately prior to the Closing will be assumed by TKO PubCo and substituted for a TKO restricted stock unit (each, a “TKO RSU”), subject to terms and conditions after such assumption that are substantially similar to the terms and conditions applicable to the corresponding EDR RSU immediately prior to such assumption (including time-based vesting schedule), except that, the TKO RSUs will relate to a number of shares of TKO PubCo Class A Common Stock (rounded up to the nearest whole share) equal to the product of (A) the number of shares of EDR class A common stock that were issuable upon the vesting of such EDR RSU immediately prior to the Closing and (B) the Equity Award Adjustment Ratio. For purposes of the Transaction Agreement, the “Equity Award Adjustment Ratio” means (i) to the extent the transactions contemplated by the EDR Merger Agreement have been consummated or the EDR Merger Agreement has not been terminated, (A) $27.50 divided by (B) $124.65 and (ii) in any other instance, (A) the VWAP of EDR class A common stock over the five consecutive trading days ending on the second trading day immediately prior to the Closing Date; divided by (B) the VWAP of TKO PubCo Class A Common Stock over the five consecutive trading days ending on the second trading day immediately prior to the Closing Date.

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The EDR Group will generally retain and be liable for (i) all Endeavor performance stock units, (ii) all options to purchase EDR class A common stock, and (iii) all Endeavor restricted stock units held by Former Service Providers and phantom and cash-settled equity-based awards, each of which will be treated in accordance with the EDR Merger Agreement.

Indemnification and Insurance

Effective as of and after the Closing, the EDR Parties agree to, indemnify, defend and hold harmless and reimburse TKO and its affiliates (including, following the Closing, the Transferred Entities) and its and their respective directors, officer, agents, successors, affiliates and representatives, from and against any and all losses incurred or suffered to the extent resulting from, arising out of, relating to or in connection with any breach or failure of the EDR Parties’ representations and warranties, surviving covenants, Excluded Liabilities, the Pre-Closing Restructuring and pre-Closing tax liabilities.

Effective as of and after the Closing, TKO will indemnify, defend and hold harmless and reimburse the EDR Parties and their affiliates and their respective directors, officer, agents, successors, affiliates and representatives from and against any and all losses incurred or suffered to the extent resulting from or arising out of any breach or failure of the TKO Parties’ representations and warranties, surviving covenants, Transferred Liabilities or post-Closing tax liabilities of the Businesses.

R&W Insurance Policy

Prior to the Closing, TKO will have obtained and delivered to the EDR Parties a representations and warranties insurance policy(ies) (the “R&W Insurance Policy”), which must contain a provision which expressly states that the insurer(s) agrees to waive all subrogation rights against the EDR Parties and their respective affiliates except in the case of fraud by such EDR Party or affiliate (of which specific provision the EDR Parties are expressly made third party beneficiaries), and will maintain the R&W Insurance Policy in full force and effect from and after the Closing (noting, for the avoidance of doubt, that the foregoing will not be interpreted to limit the TKO Parties’ right to make, adjust, negotiate or settle claims under the R&W Insurance Policy) and will not (and will cause their affiliates to not) amend, modify, terminate or waive any waiver of subrogation applicable to the EDR Parties or any of their affiliates set forth in the R&W Insurance Policy, in each case in a manner adverse to the EDR Parties or any of their affiliates, without the prior written consent of the EDR Parties.

The cost of the premiums together with all taxes and application, underwriting, due diligence or similar fees or expenses in connection with the R&W Insurance Policy will be paid by the TKO Parties.

From and after the Closing, the R&W Insurance Policy will serve as the TKO Parties’ and their affiliates’ sole recourse for breaches of any representation or warranty of the EDR Parties or the Transferred Entities, other than in the case of fraud or as otherwise expressly set forth in the Transaction Agreement. The EDR Parties will use reasonable best efforts to cooperate with reasonable requests from TKO and its representatives with respect to TKO’s obtainment of the R&W Insurance Policy.

Indemnification of Directors and Officers.

For a period of six (6) years after the Closing, TKO will (i) cause the governing documents of the Transferred Entities to contain provisions no less favorable with respect to indemnification, exculpation and limitation of liabilities of the current or former directors and officers of the Transferred Entities (collectively, the “D&O Indemnitees”) and advancement of expenses than are set forth as of the date of execution of the Transaction Agreement in the governing documents of the Transferred Entities and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of the D&O Indemnitees thereunder.

Prior to the Closing, the Transferred Entities will obtain as of the Closing and fully pay the premium for a non-cancellable extension (or “tail”) of the existing directors’ and officers’ liability insurance and fiduciary liability insurance coverage of the Transferred Entities (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of at least six (6) years from and after the Closing (such period, the “Tail Period”) with respect to any claim related to any period of time at or prior to the Closing from an insurance carrier(s) with a same or better credit rating than the Transferred Entities’ current insurance carrier(s) with respect to D&O Insurance with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided for Transferred Entities and their insured persons under the Transferred Entities’ existing policies. The cost of the D&O Insurance will be borne by the EDR Parties; provided, however, that in no event will the Transferred Entities or EDR Parties be required to expend for the D&O Insurance an aggregate premium amount in excess of 300% of the annual premium allocable the Transferred Entities for their existing directors’ and officers’ liability and fiduciary liability insurance in effect as of the date of execution of the Transaction Agreement. TKO will cause the Transferred Entities to, maintain such “tail” policies in full force and effect through such Tail Period. The rights of the D&O Indemnitees will be in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise.

Following the Closing, in the event that TKO or the Transferred Entities or any of their respective successors or assigns (A) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (B) transfers or conveys all or substantially all of its properties and assets to any person, or if TKO dissolves the Transferred Entities, then, and in each such case, TKO will cause proper provision to be made so that the successors and assigns of TKO or the Transferred Entities assume the indemnification and insurance obligations described above.

Pre-Closing Restructuring

At or prior to the Closing, the EDR Parties will, and will cause each of their applicable subsidiaries to, complete the Pre-Closing Restructuring pursuant to such Conveyancing and Assumption Instruments or such other contracts, documents or instruments as the EDR Parties deem reasonably necessary to complete the Pre-Closing Restructuring. The EDR Parties will keep TKO reasonably informed in respect of the actions of the Pre-Closing Restructuring and will reasonably consult with TKO with respect to the form of contracts, documents or instruments to be applied in effecting the Pre-Closing Restructuring.

The EDR Parties will be permitted to amend or modify the steps shown in the Pre-Closing Restructuring if such amendment or modification is determined by the EDR Parties to be reasonably necessary or appropriate to effect the transactions contemplated thereby. However, TKO’s prior written consent (not to be unreasonably conditioned, withheld or delayed) will be required with respect to any material amendments or modifications that would reasonably be expected to (i) prevent or materially delay the consummation of the Transaction (including by reason of any newly required consents or other approvals of any governmental authority in connection with the Transaction), or (ii) have a material and adverse economic effect on TKO, its affiliates (including the Transferred Entities following the Closing) or the Businesses.

No condition to the TKO Parties’ obligations to consummate the Transaction will be deemed not satisfied solely as a result of the EDR Parties’ breach of the obligations to consummate the Pre-Closing Restructuring as described above, and none of the EDR Parties or any of their affiliates will be liable to the TKO Parties or their affiliates for any losses resulting or arising from any such breach, in each case with respect to the transfer of any Shared Contract, Delayed Asset or Non-Transferrable Liability contemplated by the Pre-Closing Restructuring, subject to the EDR Parties’ and the Transferred Entities’ compliance with the terms of the Transaction Agreement applicable to the transfer of such Shared Contract, Delayed Asset or Non-Transferrable Liability, as applicable.

Other Covenants and Agreements

The Transaction Agreement contains other covenants and agreements, in which each of the parties covenants or agrees to:

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use reasonable best efforts to obtain all necessary material consents required to be obtained from any governmental authority in order to consummate the Transaction, including the approval or clearance under any antitrust law, and will cooperate fully with each other in promptly seeking to obtain all such consents;

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use reasonable best efforts to take, or cause to be taken, all appropriate action, to do or cause to be done all things necessary, proper or advisable under applicable law, and to execute and deliver such documents and other papers, as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of the Transaction Agreement or otherwise to comply with the Transaction Agreement and to consummate and give effect to the Transaction as soon as practicable (but in any event prior to the Outside Date);

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cooperate and use reasonable best efforts to cause the cash collateralization, termination, provision of backstop letters of credit, replacement or other substitution of any letters of credit under the OLE Facility, in each case, to the extent required by the issuers thereof; and

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as promptly as practicable, negotiate and agree in good faith upon the Services (as defined in the Transition Services Agreement and set forth in Exhibit A thereto) to be provided under the Transition Services Agreement consistent with the principles set forth in the form Transition Services Agreement attached as Exhibit A to the Transaction Agreement; provided that, (i) the EDR Parties cannot refuse to include an EDR service that was provided to the Businesses by an EDR Party or a member of the Remaining EDR Group or that is provided to TKO pursuant to the TKO Services Agreement prior to

Closing (except to the extent such service is contemplated to be an Excluded Service under the Transition Services Agreement), and (ii) the Shared Office Space (Chiswick) and Shared Office Space (New York City, 304 Park Ave South) Services, each as defined in Exhibit A to the Transition Services Agreement, will be provided for the duration and pricing set forth in Exhibit A to the Transition Services Agreement as of the date of execution of the Transaction Agreement.

In addition, the TKO Parties will:

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prior to the Closing, notify the EDR Parties promptly of the commencement of any stockholder litigation brought or threatened in writing against the TKO Parties, any of their subsidiaries or any of their respective directors or officers relating to the Transaction (“Transaction Litigation”) and will promptly advise the EDR Parties of any material developments with respect to and keep the EDR Parties reasonably informed with respect to the status thereof. The EDR Parties and TKO Parties will jointly be entitled to direct and control the overall defense, negotiation and settlement of any such Transaction Litigation; provided that the TKO Parties’ representatives or the EDR Parties’ representatives named as defendants in Transaction Litigation (including, but not limited to, any member of a committee of the TKO PubCo, such as the Special Committee) will have the right to manage their own defense of any Transaction Litigation in cooperation with the TKO Parties or the EDR Parties. The EDR Parties, on the one hand, and TKO PubCo, on the other hand, will not, and will cause their respective Representatives (including, but not limited to, with respect to TKO PubCo, any member of a committee of TKO PubCo, such as the Special Committee) not to, settle any Transaction Litigation without the other party’s prior written consent (not to be unreasonably withheld, conditioned or delayed); provided that the TKO Parties’ representatives and the EDR Parties’ representatives named as defendants in any Transaction Litigation (including, with respect to the TKO Parties, any member of Special Committee) may enter into any settlement of claims brought against such person, so long as such settlement:

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does not, in the aggregate together with all such settlements, involve payment of monetary damages in excess of the specified amount set forth in the EDR Parties’ confidential disclosure letter delivered concurrently with the execution of the Transaction Agreement, or any injunctive or other equitable relief;

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does not directly or indirectly attribute to the EDR Parties, the TKO Parties, or any of their respective affiliates any admission of liability;

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does not impose on the EDR Parties, the TKO Parties, or any of their respective affiliates, as applicable, any judgment, contribution obligation, fine, penalty or any other liability; and

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does not involve the admission of any wrongdoing by any person;

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following the Closing, in the event that the TKO Parties or the Transferred Entities receive payments relating to accounts receivable of, or services rendered by, the OLE Business or the EDR Group (in respect of the OLE Business) in connection with the 2024 Olympic and Paralympic Games (the “2024 Olympics”) (such payments, the “2024 Olympics Post-Closing Receipts”), remit, or cause to be remitted, the aggregate amount of the 2024 Olympics Post-Closing Receipts to the EDR Parties;

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following the Closing, in the event that the TKO Parties or the Transferred Entities receive payments relating to accounts receivable of, or services rendered by, the IMG Media Business or the EDR Group (in respect of the IMG Media Business) in connection with the North American media rights for the 2024-2025 FA Cup (the “FA Cup NA Media Rights”) (such payments, the “FA Cup NA Media Rights Post-Closing Receipts”), the TKO Parties will remit, or cause to be remitted, the aggregate amount of any FA Cup NA Media Rights Post-Closing Receipts (reduced by (x) obligations to third parties to share such amounts if collected by the TKO Parties or Transferred Entities rather than being paid to such third party directly by the payor of the FA Cup NA Media Rights Post-Closing Receipts and (y) any costs incurred in connection with any actions taken by the TKO Parties at the written request of the EDR Parties to collect such FA Cup NA Media Rights Post-Closing Receipts) to the EDR Parties (or their applicable affiliate, as designated by the EDR Parties);

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prior to the Closing, take all actions as may be required to cause any acquisition or disposition of any equity securities of the TKO Parties or any derivative thereof that occurs or is deemed to occur by reason of or pursuant to the Transaction by each person who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act in connection with the Transaction to be exempt under Rule 16b-3 promulgated under the Exchange Act, including by taking steps in accordance with the No-Action Letter, dated January 12, 1999, issued by the SEC regarding such matters; and

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prior to the Closing, prepare and, after approval by the EDR Parties (which will not be unreasonably withheld, delayed or conditioned) file (with the assistance and cooperation of the EDR Parties as reasonably requested by TKO PubCo) with the SEC, as promptly as practicable after the TKO Stockholder Approval has been obtained pursuant to the Written Consent, a written information statement of the type contemplated by Rule 14c-2 of the Exchange Act containing (i) the information specified in Schedule 14C under the Exchange Act concerning the Written Consent and the Transaction and (ii) the notice of action by written consent required by Section 228(e) of the DGCL;

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cause the Transferred Entities to retain all books, ledgers, files, reports, plans, operating records and any other material documents to the extent related to Excluded Assets, Excluded Liabilities, or the businesses or operations of the Transferred Entities other than the Businesses, in each case as in existence at the Closing that are required to be retained under current retention policies for a period of seven (7) years from the Closing Date (or such shorter time as specified in the EDR Parties’ current retention policies), and make the same reasonably available after the Closing for inspection and copying by the EDR Parties or their representatives at the EDR Parties’ expense, during regular business hours and upon reasonable request and upon reasonable advance notice; and

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after such seven- (7-) year or shorter period as described above, before TKO or the Transferred Entities may dispose of any such books and records in bulk (other than pursuant to automated destruction policies with respect to electronic data), give at least ninety (90) days’ prior written notice of such intention to dispose to the EDR Parties or their representatives, and the EDR Parties or their representatives will be given an opportunity, at the EDR Parties’ expense, to remove and retain all or any part of such books and records as it may elect.

Further, the EDR Parties will:

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to the extent required by SEC rules and regulations to be included in this Information Statement, Form 10-Q and/or Form 10-K, deliver to the TKO Parties as promptly as reasonably practicable following the end of each financial quarter, any unaudited financial statements of the Businesses required under the Securities Act to be included in this Information Statement, Form 10-Q and/or Form 10-K and be prepared in conformity with GAAP;

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no later than February 28, 2025, represent to the TKO Parties that the EDR Parties reasonably and in good faith expect to deliver to the TKO Parties the 2025 Financials on or prior to April 1, 2025; provided that if the Closing occurs on or prior to March 3, 2025, the EDR Parties will use their reasonable best efforts to deliver to the TKO Parties the 2025 Financials no later than April 1, 2025; provided further that, the TKO Parties agreed that (i) no condition to the TKO Parties’ obligations to close the Transaction as set forth in Section 9.02 of the Transaction Agreement will be deemed not satisfied solely as a result of the EDR Parties’ breach of the foregoing obligation and (ii) none of the EDR Parties or any of their affiliates will be liable to the TKO Parties or their affiliates for any losses resulting or arising from any breach of the foregoing obligation or any failure by the EDR Parties to deliver the 2025 Financials by April 1, 2025 in accordance with the terms of the Transaction Agreement;

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if the Closing has not occurred prior to March 3, 2025, as soon as reasonably practicable following March 3, 2025, deliver to the TKO Parties the audited consolidated balance sheet of the Businesses as of the year ended December 31, 2024, prepared in accordance with GAAP and Regulation S-X, together with all related notes and schedules thereto, accompanied by an audit report of Deloitte & Touche LLP (the “Auditor”);

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prior to the Closing, (x) deliver or cause to be delivered notices of prepayment or termination of the OLE Facility (which notices may be conditioned upon the consummation of the Closing and other transactions contemplated by the Transaction Agreement to the extent permitted by the OLE Facility) within the time periods required by the OLE Facility and (y) deliver or cause to be delivered to TKO (with drafts delivered at least five (5) business days prior to the Closing) a payoff letter from the agent for the lenders or other counterparties with respect to the OLE Facility specifying the aggregate amount to be paid to fully satisfy all obligations due and payable on the Closing Date and providing for release of all liens and guarantees thereunder and termination of all instruments governing the OLE Facility, automatically upon payment of the payoff amount specified therein;

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following the Closing, in the event that the TKO Parties or the Transferred Entities make payments relating to accounts payable of, or services rendered by, the OLE Business or the EDR Group (in respect of the OLE Business) in connection with the 2024 Olympics (such payments, the “2024 Olympics Post-Closing Payments”), the EDR Parties will remit, or cause to be remitted, the aggregate amount of the 2024 Olympics Post-Closing Payments to the TKO Parties;

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at or promptly following the Closing, use reasonable best efforts to cause the secured parties under the EDR Group Credit Facility to file the applicable Uniform Commercial Code termination statements and other customary intellectual property lien terminations and releases with respect to such liens and to deliver such other customary release documentation as TKO may reasonably request;

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retain all books, ledgers, files, reports, plans, operating records and any other material documents to the extent related to the Transferred Entities, TWI-Controlled JVs, the Businesses, the Business Employees, the Transferred Assets and the Transferred Liabilities, in each case as in existence at the Closing that are required to be retained under current retention policies for a period of seven (7) years from the Closing Date (or such shorter time as specified in the EDR Parties’ current retention policies), and make the same reasonably available after the Closing for inspection and copying by the TKO Parties or their representatives at the TKO Parties’ expense, during regular business hours and upon reasonable request and upon reasonable advance notice; and

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after such seven- (7-) year or shorter period as described above, before the EDR Parties may dispose of any such books and records in bulk (other than pursuant to automated destruction policies with respect to electronic data), give at least ninety (90) days’ prior written notice of such intention to dispose to the TKO Parties or their representatives, and the TKO Parties or their representatives will be given an opportunity, at the TKO Parties’ expense, to remove and retain all or any part of such books and records as it may elect.

Conditions to Closing

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this Information Statement having been mailed to TKO PubCo’s stockholders and at least twenty (20) calendar days having elapsed since the completion of such mailing;

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obtaining all regulatory approvals required under the Transaction Agreement; and

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the absence of any TKO Material Adverse Effect between June 30, 2024 and the date of execution of the Transaction Agreement being true and correct in all respects;

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no TKO Material Adverse Effect having occurred since the date of execution of the Transaction Agreement;

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the absence of any Business Material Adverse Effect between June 30, 2024 and the date of execution of the Transaction Agreement being true and correct in all respects;

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no Business Material Adverse Effect having occurred since the date of execution of the Transaction Agreement;

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the Pre-Closing Restructuring having been consummated in accordance with the terms set forth in the Transaction Agreement.

Termination of the Transaction Agreement

The Transaction Agreement may be terminated, and the Transaction may be abandoned by mutual written consent of TKO and the EDR Parties at any time prior to the Closing.

In addition, the Transaction Agreement may be terminated by either TKO or the EDR Parties, by written notice to the other, if:

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the Closing has not occurred on or before the Outside Date, other than as a result of a breach of a representation, warranty, covenant or agreement on the part of the terminating party set forth in the Transaction Agreement that prevents the satisfaction of any of the conditions to the Closing or prevents the Closing from occurring when required pursuant to the Transaction Agreement; provided, that if the relevant regulatory approvals and governmental authority approvals related to such regulatory approvals have not been satisfied by the Outside Date, but all other conditions to the Closing have been satisfied or are capable of being satisfied at such time (including, for the avoidance of doubt, the completion of the Pre-Closing Restructuring), the Outside Date will automatically be extended to the Extended Outside Date; or

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consummation of the Transaction is enjoined or prohibited by the terms of a final, non-appealable order or judgment of a court of competent jurisdiction.

The Transaction Agreement may also be terminated by TKO:

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The Transaction Agreement also may be terminated by the EDR Parties, by written notice to TKO, if:

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Amendment, Waiver

The Transaction Agreement may only be amended or modified by an instrument in writing signed by, or on behalf of, the EDR Parties and TKO or by a waiver in accordance with the terms set out below; provided, however, that following the Closing, no amendment may be made that would require the approval of the stockholders of TKO PubCo under applicable law without the consent of the stockholders of TKO PubCo.

Any party to the Transaction Agreement may (i) extend the time for the performance of any of the obligations or other acts of the other parties, (ii) waive any inaccuracies in the representations and warranties of the other parties contained in the Transaction Agreement or in any document delivered by the other parties pursuant to the Transaction Agreement or (iii) waive compliance with any of the agreements of the other parties or conditions to such parties’ obligations contained in the Transaction Agreement. Any agreement on the part of a party to any extension or waiver with respect to the Transaction Agreement will be valid only if set forth in an instrument in writing signed on behalf of such party. Any waiver of any term or condition will not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition of the Transaction Agreement.

The failure of any party to the Transaction Agreement to assert any of its rights under the Transaction Agreement will not constitute a waiver of any of such rights.

Governing Law

Except as otherwise provided therein, the Transaction Agreement will be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to any choice or conflict of law provision or rule.

ANCILLARY AGREEMENTS

Transition Services Agreement

At the Closing of the Transaction, certain of the EDR Parties, TWI and certain of the TKO Parties will enter into the Transition Services Agreement. Pursuant to the Transition Services Agreement, (i) the EDR Parties agree to provide, or cause to be provided, to TWI, the Transferred Entities and the TKO Parties certain services of a type provided by the EDR Parties or a member of the Remaining EDR Group to the business of TWI and the TKO Parties (as applicable) prior to the Closing of the Transaction, and (ii) TWI agrees to provide, or cause to be provided, to the EDR Parties and the Remaining EDR Group certain services of a type provided by TWI or the Transferred Entities to the business of the EDR Parties prior to the Closing of the Transaction. The services to be provided pursuant to the Transition Services Agreement are expected to cover the following general areas:

•

EDR Parties to TWI: The EDR Parties will provide, or cause to be provided, to TWI, the Transferred Entities and the TKO Parties transition services on a temporary basis to support the transition of certain finance, accounting, human resources, facilities, and information technology functions to TWI and its affiliates (including the TKO Parties).

•

TWI to the EDR Parties: TWI will provide, or cause to be provided, to the EDR Parties and the Remaining EDR Group transition services on a temporary basis to support the transition of certain finance, accounting, and facilities functions to the EDR Parties and their subsidiaries.

Additionally, pursuant to the Transition Services Agreement, TWI and its affiliates will continue to utilize office space in certain offices leased by the Remaining EDR Group and the EDR Parties will continue to utilize office space in certain offices leased by TWI or its affiliates.

Subject to certain termination rights of each party, the services will be provided after Closing for a period of time designated in the Transition Services Agreement, not to exceed twelve months (other than with respect to use of certain office spaces as described above which may extend through July 15, 2028). Pursuant to the Transition Services Agreement, TWI, the TKO Parties, and the EDR Parties, in their respective capacity as service recipient, will pay the applicable service provider certain service fees as designated in the Transition Services Agreement including all direct third party costs incurred by the applicable service provider in connection with the services, without markup.

Trademark License Agreement

At the Closing of the Transaction, certain affiliates of the Remaining EDR Group and certain affiliates of the TKO Parties will enter into the Trademark License Agreement. Pursuant to the Trademark License Agreement, the TKO Parties’ affiliate(s) will grant certain licenses to the Remaining EDR Group’s affiliate(s) under certain trademarks which were used in the businesses of the Remaining EDR Group prior to the Closing, including an exclusive license under certain trademarks containing “IMG” for use solely in connection with the businesses of the Remaining EDR Group, or their successors, with which such trademarks were used prior to the Closing. Use of the licensed trademarks by the Remaining EDR Group’s affiliate(s) and its sublicensees is subject to customary quality control measures.

While there are no fees payable by the Remaining EDR Group’s affiliate(s) to the affiliates of the TKO Parties for the licenses granted pursuant to the Trademark License Agreement, the Remaining EDR Group’s affiliate(s) are responsible for reimbursing the affiliates of the TKO Parties for certain costs of trademark filing, prosecution, maintenance and other related costs incurred in connection with the exclusively licensed trademarks.

DESCRIPTION OF THE BUSINESSES

The PBR Business is the world’s premier bull riding organization. More than 800 bull riders compete in more than 200 events annually across the televised PBR Unleash The Beast tour (UTB), which features the top bull riders in the world; the PBR Pendleton Whisky Velocity Tour (PWVT); the PBR Touring Pro Division (TPD); and the PBR Business’ international circuits in Australia, Brazil, and Canada. In 2022, PBR launched the nationally televised PBR Team Series — eight teams of the world’s best bull riders competing for a new championship expanding to 10 teams in 2024 — as well as the PBR Challenger Series with more than 60 annual events nationwide. The PBR Business is a subsidiary of EDR.

The OLE Business is a global leader in premium experiential hospitality, offering ticketing, curated guest experiences, live event production and travel management across sports and entertainment. The OLE Business provides unrivaled access for corporate clients and fans looking for official, immersive experiences at marquee events, including the 2024, 2026 and 2028 Summer and Winter Olympic and Paralympic Games, FIFA World Cup 2026, Super Bowl, NCAA Final Four, and more. The OLE Business is a subsidiary of EDR.

The IMG Media Business is an industry-leading global sports marketing agency, specializing in media rights management and sales, multi-channel content production and distribution, brand partnerships, digital services, and events management. It powers growth of revenues, fanbases and IP for more than 200 federations, associations, events, and teams, including the National Football League, English Premier League, International Olympic Committee, National Hockey League, Major League Soccer, ATP and WTA Tours, the All England Lawn Tennis & Croquet Club (Wimbledon), EuroLeague Basketball, DP World Tour, and The R&A, as well as UFC, WWE, and PBR. The IMG Media Business is a subsidiary of EDR.

The Golf Events Business owns, operates and manages golf events and related ancillary businesses.

The Formula Drift Business is a professional drifting series that organizes competitions and events, promoting the sport of drifting while showcasing drivers and automotive culture.

The Mailman Business is a digital sports agency and consultancy serving global sports properties.

The International Figure Skating Business represents figure skating competitions and championships.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE BUSINESSES

The following discussion and analysis of the Businesses’ financial condition and results of operations should be read in conjunction with the audited combined financial statements and related notes to the combined financial statements included elsewhere in this Information Statement. This discussion contains forward-looking statements based upon current plans, expectations and beliefs involving risks and uncertainties. The actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors.

OVERVIEW

The Businesses consist of the IMG Media business and certain contracts associated with Wimbledon, Soccer and Stadia, SailGP and Royal & Ancient Golf Club of St. Andrews (“R&A”) (collectively referred to herein as the “IMG Media Business”), the Professional Bull Riders business (the “PBR Business”), the On Location business (the “OLE Business”), and the following additional businesses that, together with the IMG Media Business, comprise the IMG businesses of EDR (the “IMG Business”): Mailman (the “Mailman Business”), Golf Events (the “Golf Events Business”), Formula Drift (the “Formula Drift Business”), and International Figure Skating (the “International Figure Skating Business”), each as further described below.

The IMG Media Business is one of the largest independent global distributors of sports programming. The IMG Media Business sells media rights globally on behalf of more than 150 rights holders such as the International Olympic Committee, the National Football League, the ATP and WTA Tours, and the National Hockey League. The IMG Media Business is one of the largest creators of sports programming, responsible for thousands of hours of content on behalf of more than 200 federations, associations and events, including the English Premier League, Major League Soccer, The R&A, DP World Tour, Saudi Pro League, as well as owned channel Sport 24. The IMG Media Business also has an up to 20-year partnership with Euroleague Basketball, which was entered into in 2016 and could extend into 2036, to manage and capitalize on all of the commercial business of the league, including media rights, sponsorship, content production, licensing, digital distribution, events staging, and hospitality, for which we receive a management fee.

The PBR Business is an organization organizing bull riding competitions, promoting the sport and its athletes through live events and broadcasts. The PBR Business is the world’s premier bull riding circuit with more than 800 bull riders from the United States, Australia, Brazil, Canada, and Mexico, currently competing in more than 200 events annually and with its annual attendance quadrupling since its inception in 1995. In 2022, the PBR Business launched the PBR Team Series—an additional league initially featuring eight teams of the world’s best bull riders competing for a new championship that expanded to 10 teams in 2024—as well as the PBR Challenger Series with more than 60 annual events nationwide.

The Mailman Business is a digital sports agency and consultancy serving global sports properties.

The Formula Drift Business is a professional drifting series that organizes competitions and events, promoting the sport of drifting while showcasing drivers and automotive culture.

The Golf Events Business owns, operates and manages golf events and related ancillary businesses.

The International Figure Skating Business represents figure skating competitions and championships.

Components of Results of Operations

Revenue

The Businesses primarily generate revenue from media rights sales, production service and studio fees, sponsorships, ticket sales, hospitality, license fees, subscriptions, profit sharing and commissions.

Direct Operating Costs

Direct operating costs primarily include both third-party and related party expenses associated with the production of events and experiences, event ticket sales and fees for media rights. This includes required payments related to media sales agency contracts when minimum sales guarantees are not met, venue rental and related costs associated with the staging of live events, compensation costs for athletes and talent, and material and related costs associated with consumer product merchandise sales.

Selling, General and Administrative

Selling, general and administrative expenses primarily include personnel costs as well as rent, professional service costs and other overhead required to support the Businesses’ operations.

Provision for Income Taxes

The Businesses’ tax provisions have been prepared on a separate return basis as if the Businesses had been a separate group of companies under common ownership. The operations have been combined as if the Businesses were filing on a consolidated basis for U.S., state and non-U.S. income tax purposes, where allowable by law. The majority of the Businesses’ non-U.S. operations are treated as disregarded entities by EDR, and therefore the approach taken to calculate the tax provision may not be truly reflective of actual tax balances both prior to and after the sale of the Businesses.

Basis of Presentation

The accompanying historical combined financial statements and notes of the Businesses have been derived from the consolidated financial statements and accounting records of EDR and were prepared on a standalone basis in accordance with GAAP. The historical results of operations, financial position, and cash flows of the Businesses presented in these combined financial statements may not be indicative of what they would have been had the Businesses been independent standalone companies, nor are they necessarily indicative of the Businesses’ future results of operations, financial position, and cash flows.

The combined balance sheets of the Businesses include EDR’s assets and liabilities that are specifically identifiable or otherwise attributable to the Businesses, including subsidiaries and/or joint ventures relating to the Businesses in which EDR has a controlling financial interest. The assets, liabilities, revenue and expenses of the Businesses have been reflected in these combined financial statements on a historical cost basis, as included in the consolidated financial statements of EDR, using the historical accounting policies applied by EDR. Cash and cash equivalents held by EDR at the corporate level were not attributable to the Businesses for any of the periods presented due to EDR’s centralized approach to cash management and the financing of its operations. Only cash amounts held by entities for which the Businesses have legal title are reflected in the combined balance sheets. Transfers of cash, both to and from EDR’s centralized cash management system, are reflected as a component of Net parent investment in the combined balance sheets and as financing activities in the accompanying combined statements of cash flows. EDR’s debt was not attributed to the Businesses for any of the periods presented because EDR’s borrowings are not the legal obligation of the Businesses.

The combined financial statements include all revenues and costs directly attributable to the Businesses and reflect allocations of certain EDR corporate, infrastructure and shared services expenses, including centralized

research, legal, human resources, payroll, finance and accounting, employee benefits, real estate, insurance, information technology, telecommunications, treasury, and other expenses. The allocations may not, however, reflect the expense the Businesses would have incurred as standalone companies for the periods presented. These costs also may not be indicative of the expenses that the Businesses will incur in the future or would have incurred if the Businesses had obtained these services from a third party.

RESULTS OF OPERATIONS

The following is a discussion of the Businesses’ combined results of operations for the years ended December 31, 2023, 2022 and 2021 and the nine months ended September 30, 2024 and 2023. This information is derived from the accompanying combined financial statements prepared in accordance with GAAP.


	Years Ended December 31,									Nine Months Ended September 30,
(in thousands)	2023			2022			2021			2024			2023
Revenue	$	1,569,096		$	1,544,991		$	1,389,142		$	1,845,605		$	1,284,326
Operating expenses:
Direct operating costs		1,079,551			1,055,656			1,102,479			1,577,457			896,656
Selling, general and administrative expenses		479,464			427,280			346,761			426,482			361,322
Insurance recoveries		—			—			(30,478	)		—			—
Depreciation and amortization		59,434			73,587			73,246			46,733			43,907
Impairment charges		21,529			—			—			—			—

Total operating expenses		1,639,978			1,556,523			1,492,008			2,050,672			1,301,885

Operating loss		(70,882	)		(11,532	)		(102,866	)		(205,067	)		(17,559	)
Other income (expense):
Interest income, net		9,436			5,483			8,608			9,279			6,341
Other income (expense), net		20,994			(29,415	)		(17,797	)		22,085			1,878

Loss before income taxes and equity income from affiliates		(40,452	)		(35,464	)		(112,055	)		(173,703	)		(9,340	)
Provision for (benefit from) income taxes		17,295			6,135			(3,694	)		(25,504	)		2,809

Loss before equity income of affiliates		(57,747	)		(41,599	)		(108,361	)		(148,199	)		(12,149	)
Equity income of affiliates, net of tax		9,478			7,597			4,639			1,900			6,929

Net loss (income)		(48,269	)		(34,002	)		(103,722	)		(146,299	)		(5,220	)
Less: Net income (loss) attributable to non-controlling interests		1,175			13,464			(14,910	)		651			1,391

Net (loss) income attributable to the parent	$	(49,444	)	$	(47,466	)	$	(88,812	)	$	(146,950	)	$	(6,611	)

Revenue

Revenue increased $561.3 million, or 43.7%, to $1,845.6 million for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The increase was primarily driven by a $558.0 million increase in the OLE Business driven by the Paris Olympics and Super Bowl and a $40.7 million increase in the PBR Business driven by a new media deal, which has been subsequently terminated, and an increase in team related revenue from the addition of two teams. These increases were partially offset by a decrease in the IMG Media Business of $18.7 million due to a reduction in media rights revenue, primarily due to the biennial Arabian Gulf Cup held in January 2023 and set to take place in December 2024, as well as a decrease in media production revenue primarily due to fewer production contracts and timing of events. The remaining decrease in the Golf Events Business was primarily due to a change from principal to agent for an event.

Revenue increased $24.1 million, or 1.6%, to $1,569.1 million for the year ended December 31, 2023 compared to the year ended December 31, 2022. The increase was primarily driven by a $58.7 million increase in the IMG

Media Business due to new contracts, including Major League Soccer, as well as the timing of events that are biennial or quadrennial; and a $12.0 million increase in the PBR Business due to increased ticket sales due to greater demand and an increase in revenue from the teams series. The remaining increase was primarily related to an increase in revenue from the Golf Events Business due to events returning in 2023 that were cancelled in 2022 due to COVID-19. These increases were partially offset by a $58.4 million decrease in the OLE Business primarily due to the beginning of the wind down of the music business.

Revenue increased $155.8 million, or 11.2%, to $1,545.0 million for the year ended December 31, 2022 compared to the year ended December 31, 2021.The increase was primarily driven by an increase of $438.6 million in the OLE Business due to increases in Super Bowl revenue between 2021 and 2022 and the return of live events in 2022 that were cancelled in 2021 or experienced fan restrictions due to COVID-19; and a $48.3 million increase in the PBR Business driven by the new teams series format, an increase in the number of events and the elimination of fan attendance restrictions. The remaining increase was primarily related to an increase in revenue from the Golf Events Business due to the returning of fans and increased sponsorship at various golf events. These increases were partially offset by a decrease of $363.5 million in the IMG Media Business due to the expiration of two European soccer contracts in the second quarter of 2021 that were not renewed, the UEFA European Championship held in 2021 and a decrease in the volume of CONCACAF matches.

Direct operating costs

Direct operating costs increased $680.8 million, or 75.9%, to $1,577.5 million for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The increase was primarily attributable to an increase of $683.2 million in the OLE Business and an increase of $29.3 million in the PBR Business related to the increases in revenue described above. These increases were partially offset by a decrease of $18.5 million in the IMG Media Business and a decrease in the Golf Events Business related to the decrease in revenue described above.

Direct operating costs increased $23.9 million, or 2.3%, to $1,079.6 million for the year ended December 31, 2023 compared to the year ended December 31, 2022. The increase was primarily attributable to an increase of $47.9 million in the IMG Media Business revenue, a $6.9 million increase in the PBR Business revenue and an increase in the Golf Events Business related to the increase in revenue described above. These increases were partially offset by a decrease of $40.0 million in the OLE Business related to the decrease in revenue described above.

Direct operating costs decreased $46.8 million, or 4.2%, to $1,055.7 million for the year ended December 31, 2022 compared to the year ended December 31, 2021. The decrease was driven by a decrease of $422.8 million in the IMG Media Business revenue due to the decrease in revenue described above, primarily due to the expiration of certain contracts in the second quarter of 2021 whose costs were in excess of revenue. This decrease was partially offset by an increase of $312.2 million in the OLE Business, an increase of $42.2 million in the PBR Business and an increase in the Golf Events Business related to the increase in revenue described above.

Selling, general and administrative expenses

Selling, general and administrative expenses increased $65.2 million, or 18.0%, to $426.5 million for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The increase was primarily driven by the OLE B

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