As used in this Proxy Statement, unless we state or the context otherwise requires:
| • | “we,” “us,” “our,” “TKO Group Holdings,” “TKO,” the “Company,” and similar references refer (1) prior to the consummation of the Transactions (as defined below) to Zuffa Parent, LLC (n/k/a TKO Operating Company, LLC), and (2) after the consummation of the Transactions to TKO Group Holdings, Inc. and its consolidated subsidiaries. |
| • | “Board” or “Board of Directors” refers to the board of directors of TKO Group Holdings, Inc. |
| • | “Class A common stock” refers to the Class A common stock, par value $0.00001 per share, of TKO. |
| • | “Class B common stock” refers to the Class B common stock, par value $0.00001 per share, of TKO. |
| • | “Common Stock” refers to the Class A common stock and the Class B common stock. |
| • | “DGCL” refers to the General Corporation Law of the State of Delaware. |
| • | “EDR Designees” refers to the members of the Board selected by Endeavor pursuant to the Governance Agreement. |
| • | “EDR subscribers” refers to, collectively, Endeavor OpCo, January Capital Sub, LLC, a Delaware limited liability company and subsidiary of Endeavor, and January Capital HoldCo, LLC, a Delaware limited liability company and subsidiary of Endeavor. |
| • | “Endeavor” refers to Endeavor Group Holdings, Inc., a Delaware corporation. |
| • | “Endeavor OpCo” refers to Endeavor Operating Company, LLC, a Delaware limited liability company and subsidiary of Endeavor. |
| • | “Exchange Act” refers to the Securities Exchange Act of 1934, as amended. |
| • | “Governance Agreement” refers to the governance agreement, entered into by and among Endeavor, the EDR subscribers, TKO OpCo, Mr. Vincent McMahon and TKO Group Holdings, Inc. in connection with the completion of the Transactions, as amended. |
| • | “NYSE” refers to the New York Stock Exchange. |
| • | “Services Agreement” refers to that certain services agreement between Endeavor and TKO Operating Company, LLC. |
| • | “TKO OpCo” refers to TKO Operating Company, LLC, a Delaware limited liability company and our direct subsidiary. |
| • | “TKO OpCo Units” refers to all of the existing equity interests in TKO OpCo. |
| • | “Transactions” refer, collectively, to the transactions pursuant to the Transaction Agreement (defined below) pursuant to which: (i) WWE undertook certain internal restructuring steps; (ii) Whale Merger Sub Inc. (“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 the Company; (iii) immediately following the Merger, the Company caused the Surviving Entity to be converted into a Delaware limited liability company (“WWE LLC”) and the Company became the sole managing member of WWE LLC (the “Conversion”); and (iv) following the Conversion, TKO Group Holdings, Inc. (x) contributed all of the equity interests of WWE LLC to TKO OpCo in exchange for 49% of the membership interests in TKO OpCo on a fully diluted basis, and (y) issued to Endeavor OpCo and certain of Endeavor’s other subsidiaries a number of shares of our Class B common stock representing, in the aggregate, approximately 51% of the total voting power of the Company’s stock on a fully-diluted basis, in exchange for a payment equal to the par value of such Class B common stock. |
| • | “Transaction Agreement” refers to the transaction agreement entered into by Endeavor, WWE, Endeavor OpCo, TKO OpCo, TKO Group Holdings, Inc. and Merger Sub on April 2, 2023. |
| • | “UFC” refers to the Ultimate Fighting Championship. |
| • | “VWAP” means as of an applicable date, the volume weighted average price per share of the applicable security on such security’s principal trading market (as reported by Bloomberg L.P. (or its successor) or, if not available, by another authoritative source determined by TKO Group Holdings, Inc.) from 9:30 a.m. (New York City time) on the relevant trading day to 4:00 p.m. (New York City time) on such date. |
| • | “WWE” refers to World Wrestling Entertainment, Inc. (n/k/a World Wrestling Entertainment, LLC). |
| • | “WWE Designees” refers the members of the Board selected by WWE pursuant to the Governance Agreement. |
| • | “Zuffa” refers to Zuffa Parent, LLC (n/k/a TKO Operating Company, LLC). |
