TKO Announces Approval of Capital Return Program; Also Announces Strategic Acquisition of Sports Assets From Endeavor
Board Authorized
All-Equity Transaction Includes Professional
Special Committee of TKO’s Independent Directors Unanimously Recommended Approval of Transaction
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https://pbr.com/ (Graphic: Business Wire)
Also today, TKO announced it has reached a definitive agreement with
TRANSACTION EXPANDS TKO’S LEADERSHIP AND POWERS GROWTH IN PREMIUM SPORTS
PBR is the world’s premier bull riding league organizing more than 200 annual live events, welcoming approximately 1.25 million fans, and reaching more than 285 million households in more than 65 territories. PBR CEO and Commissioner
On Location is a leading provider of premium experiences for fans attending more than 1,200 sporting events, including the
IMG is one of the world's largest global distributors and producers of sports content, packages and sells media rights and brand partnerships, and provides industry-leading strategic consultancy, digital services, and event management for more than 200 rightsholders. Clients include the
Transaction Details
Under the terms of the agreement, TKO will acquire the Endeavor assets for a total consideration of
TKO formed a Special Committee of independent directors of the board to review, negotiate, and consider the proposed transaction. The Special Committee reviewed, negotiated, unanimously approved, and recommended approval of the proposed transaction by TKO’s board of directors. Following formal and unanimous approval by TKO’s board of directors, the definitive agreement was signed, and the transaction was approved by the written consent of stockholders representing a majority of the outstanding voting interests of TKO.
The transaction is subject to the satisfaction of customary closing conditions and required regulatory approvals. No other stockholder approval is required. The transaction is expected to close in the first half of 2025.
Advisors
CAPITAL RETURN PROGRAM
TKO will determine at its discretion the timing and the amount of any repurchases based on its evaluation of market conditions, share price, and other factors. Repurchases under the share repurchase program may be made in the open market, in privately negotiated transactions or otherwise, and TKO is not obligated to acquire any particular amount under the share repurchase program. The share repurchase program has no expiration, is expected to be completed within approximately three to four years and may be modified, suspended, or discontinued at any time.
TKO’s dividend will be paid quarterly to TKO’s Class A common shareholders. TKO intends to begin making quarterly cash dividend payments on
The share repurchase program authorization and approval to initiate a quarterly cash dividend program are separate from and are not conditional upon TKO closing the acquisition of PBR, On Location, and IMG.
Webcast
TKO will make public a recorded audio webcast at
About TKO
About Endeavor
Endeavor (NYSE: EDR) is a global sports and entertainment company, home to many of the world’s most dynamic and engaging storytellers, brands, live events, and experiences. The Endeavor network specializes in talent representation through entertainment agency WME; sports operations and advisory, event management, media production and distribution, and brand licensing through IMG; live event experiences and hospitality through On Location; full-service marketing through global cultural marketing agency 160over90; and sports data and technology through OpenBet. Endeavor is also the majority owner of
About PBR
PBR is the world’s premier bull riding organization. More than 500 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’s international circuits in
About On Location
On Location is a global leader in premium experiential hospitality, offering ticketing, curated guest experiences, live event production and travel management across sports, entertainment, fashion and culture. On Location provides unrivaled access for corporate clients and fans looking for official, immersive experiences at marquee events, including the Olympic and Paralympic Games, FIFA World Cup 2026,
About IMG
IMG 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
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. TKO intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding the acquisition transaction, including the anticipated timing for its closing, the expected impacts and benefits therefrom, and the expected share ownership of TKO following its consummation, and expectations regarding TKO’s capital return program, including the purchases under and completion of the share repurchase program and TKO’s dividend program, including the expected timing and amount of dividends thereunder. The words “believe,” “may,” “will,” “estimate,” “potential,” “continue,” “anticipate,” “intend,” “expect,” “could,” “contemplates,” “would,” “project,” “plan,” “target,” and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. Any such forward-looking statement represents management’s expectations as of the date of this filing. 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: the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect TKO’s businesses and the price of its securities; uncertainties as to the timing of the consummation of the transaction and the possibility that any or all of the various conditions to the consummation of the transaction may not be satisfied or waived; the occurrence of any event, change or other circumstance that could give rise to the termination of the transaction agreement and the transaction; the effect of the announcement, pendency or completion of the transaction on TKO’s business relationships, operating results, and business generally; the transaction may involve unexpected costs, liabilities and/or delays; TKO’s businesses may suffer as a result of uncertainty surrounding the transaction and disruptions of management’s attention due to the transaction; the risk that integration of the transferred businesses post-closing may not occur as anticipated; unfavorable outcome of legal proceedings that may be instituted against TKO following the announcement of the transaction; the risk that TKO’s stock price may decline following the announcement of the transaction; and risks related to the capital return program. These and other important factors discussed in Part I, Item 1A “Risk Factors” in TKO’s Annual Report on Form 10-K for the fiscal year ended
Website Disclosure
Investors and others should note that TKO announces material financial and operational information to its investors using press releases,
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TKO
Investors:
Media: tko@brunswickgroup.com
Endeavor
Investors: investor@endeavorco.com
Media: press@endeavorco.com
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