TKO Group Holdings, the new parent company of WWE announced the following:
TKO Announces Secondary Offering of 8,400,000 Shares of Class A Common Stock by a Selling Stockholder
11/09/2023
New YORK–(BUSINESS NEWS) — TKO Group Holdings, Inc. (NYSE: TKO) (“TKO” or the “Company”), a premium entertainment and sports business today announced that one of the shareholders who is named the Mr. Vincent K. McMahon (the “Selling Stockholder”) plans to sell through an underwritten secondary offer 8400,000 shares of its Class A Common Stock with a par value of $0.00001 (the “Class A Common Stock”) in accordance to the shelf registration statement that was filed before the Securities and Exchange Commission (the “SEC”), of which the Company plans to purchase from the underwriter about $100.0 million worth of the shares in our class A common stock. This Selling Stockholder will receive the entirety from the proceeds of this offer. The shares will not be sold by the company. As part of the offering, Ariel Emanuel, the Chief Executive Officer of the Company and director Mark Shapiro, the Company’s President Chief Operating Officer, President and director, as well as directors of the Company have expressed a desire to purchase as much as $1.0 million. $1.0 million, and $850.0 thousands of the class A common stock during the sale at the price of public offerings.
Morgan Stanley & Co. LLC will be the Book-running Manager for the offering. MUFG Securities Americas Inc. will be the co-manager of this offering.
The shelf-registered statement on Form S-1 (including prospectus) for the sale of Class A Common Stock has been declared to be effective from the Securities and Exchange Commission. The offer will be made through an additional prospectus supplement and an associated prospectus. The prospectus and supplement can be obtained at no cost by visiting EDGAR through the SEC website at www.sec.gov. If they are available, copies of the prospectus supplement and prospectus relating to the offer can be obtained by calling Morgan Stanley & Co. LLC Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014.
This press release does not constitute an offer to buy or the request for an offer to purchase neither shall be any sale or offer to sell Securities in any State or state where the solicitation, offer, or sale would be illegal ahead of registration or qualifying in accordance with the law on securities applicable to state or any other area.
Cautionary Statement Regarding Forward-Looking Statements
In this press release, we make forward-looking information as defined by the Private Securities Litigation Reform Act of 1995. We believe that such forward-looking statements be covered in the Safe Harbor provisions applicable to forward-looking statements that are contained within Section 27A of the Securities Act of 1933 with amendments in addition to Section 21E of the Securities Exchange Act of 1934 and its amendments. The statements contained included in the press release which don’t relate to issues of historical fact must be considered forward-looking that include statements about the planned underwritten secondary offer of common shares in Class A Stock. They include the terms “believe,” “may,” “will,” “estimate,” “potential,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “target,” and similar expressions are used to indicate forward-looking statements, but not all forward-looking information contain these words or phrases. These statements are dependent on the management’s present expectations. These statements do not constitute assurances or promises and are subject to unknown and known risks, uncertainties, and other factors that could cause the actual results, performance or accomplishments to differ significantly from the expectations made or implied by forward-looking statements. This includes however, not only the important factors listed in Part II item 1A “Risk Factors” in TKO’s Quarterly Report on Form 10Q for the quarter ending 30 September 2023 in the event that any of these factors are to be revised from time to date in TKO’s additional filings filed with the SEC as well as the prospectus supplement to Form 424(b)(5) which is being submitted in connection with this offering. Each is available on the website of the SEC at www.sec.gov and TKO’s Investor Relations website at investor.tkogrp.com. These statements are only valid from the time they are made. other than as legally required, TKO undertakes no obligation to revise or update any forward-looking statement, whether due to any new information, future events or other factors.
About TKO
TKO Group Holdings, Inc. (NYSE: TKO) is a premier entertainment and sports company that includes UFC the world’s top mixed martial arts team and WWE as an integrated media group and a recognized leading sports entertainment company. Together, we have more than 1 billion television households in more than 170 countries. Additionally, we host over 350 events live each year and attract more than one million people. TKO is owned in majority by Endeavor Group Holdings, Inc. (NYSE: EDR) an international entertainment and sports business.
