| Item 7.01 |
Regulation FD Disclosure.
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On August 11, 2022, Endeavor Group Holdings, Inc., a Delaware
corporation (the “Company” or “Endeavor”), issued a press release
announcing the Transaction (as defined below), a copy of which is
attached hereto as Exhibit 99.1 and incorporated herein by
reference.
The information contained under Item 7.01 of this Current Report on
Form 8-K (including Exhibit
99.1) shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference in any filing under
the Securities Act or the Exchange Act except as may be expressly
set forth by specific reference in such filing.
On August 11, 2022 (the “Transaction Date”), Endeavor
Operating Company, LLC, a Delaware limited liability company and
subsidiary of the Company (“EOC”), entered into a Unit Purchase
Agreement (the “Purchase Agreement”), by and among IMG Auction
Company, LLC, a Delaware limited liability company and subsidiary
of the Company (“Buyer”), EOC (solely for purposes of certain
sections set forth therein), Barrett-Jackson Holdings, LLC, a
Delaware limited liability company (“Barrett-Jackson”), CHJ
Investment Corp., a Delaware corporation (“Seller 1”), CHJ Trust
Invest Co, LLC, a Delaware limited liability company (“Seller 2”),
the Craig Jackson 2006 Irrevocable Life Insurance Trust, dated
March 16, 2006 (together with Seller 1 and Seller 2, the
“Sellers”), and Craig Jackson, an individual, in his personal
capacity (solely for purposes of certain sections set forth
therein) and in his capacity as the representative of the Sellers,
pursuant to which, among other things, the Buyer purchased from the
Sellers a number of equity interests of Barrett-Jackson
representing 55% of the outstanding equity interests of
Barrett-Jackson on a fully diluted basis as of immediately prior to
the Transaction Date, in exchange for consideration having an
aggregate value of $261,250,000, subject to certain adjustments set
forth in the Purchase Agreement (the “Purchase Price”, and such
transaction, the “Transaction”). The Purchase Price consists of
$248,725,003.65 of cash and 563,935 newly-issued shares of the
Company’s Class A common stock, par value $0.00001 per share
(“Class A Common Stock”), with a value of $12,525,000 based on
the volume-weighted average trading price of the Class A
Common Stock for the thirty (30) trading days ending on the
day prior to the Transaction Date. Barrett-Jackson is engaged in
the business of collector car auctions, sales and other collector
car related events and experiences.
In connection with the Transaction, the Sellers and Buyer entered
into an amended and restated limited liability company agreement of
Barrett-Jackson (the “LLC Agreement”), pursuant to which, among
other things, (i) for a specified period beginning on
April 1, 2029, the Sellers will have the right to require
Buyer to purchase 29.9% of the issued and outstanding equity
interests of Barrett-Jackson (the “First Put Option”), (ii) if the
First Put Option is not exercised within a specified period, Buyer
will have the right to require the Sellers to sell to Buyer 29.9%
of the issued and outstanding equity interests of Barrett-Jackson,
and (iii) for a specified period beginning on April 1,
2031, the Sellers will have the right to require Buyer to purchase
up to the remainder of the Sellers’ equity interests of
Barrett-Jackson, in each case subject to the terms and conditions
set forth in the LLC Agreement.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits