TKO Group Holdings announced in a SEC filing on Thursday that Vince McMahon will be selling 8.4 million shares of TKO’s Class A common stock. This is 30% of McMahon’s total shares in TKO Group Holdings. As of today (Friday), TKO stock price is at $84.90 per share, which means McMahon will gain approximately $700 million. As of August, Vince McMahon owned 28 million shares of the company.
According to the press release, CEO of TKO Ariel Emanuel and Chief Operating Officer of TKO Mark Shapiro are interested in purchasing the stocks. Both will spend $1 million to purchase McMahon’s shares while several other TKO board members have also expressed interest in buying $850,000 worth of stock.
On November 9, 2023, TKO Group Holdings, Inc. (the “Company”) issued a press release announcing that one of its stockholders, Mr. Vincent K. McMahon (the “Selling Stockholder”), intends to offer 8,400,000 shares of the Company’s Class A common stock, par value $0.00001 (the “Class A Common Stock”), for sale in an underwritten public offering (the “Secondary Offering”), pursuant to the Company’s shelf registration statement filed with the Securities and Exchange Commission (the “SEC”). The Selling Stockholder will receive all of the net proceeds from this offering. No shares are being sold by the Company. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
In connection with the Secondary Offering, the Company intends to repurchase approximately $100.0 million of shares of its Class A common stock from the underwriters, at a price per share equal to the price being paid by the underwriter to the Selling Stockholder (the “Share Repurchase”). The Company intends to fund the Share Repurchase with approximately $100.0 million of borrowings under the revolving credit facility under the First Lien Credit Agreement dated as of August 18, 2016 by and among Zuffa Guarantor, LLC, UFC Holdings, LLC, the lenders party thereto from time to time and Goldman Sachs Bank USA, as Administrative Agent.
In connection with the Secondary Offering, Ariel Emanuel, the Company’s Chief Executive Officer and director, Mark Shapiro, the Company’s President, Chief Operating Officer and director, and certain other of the Company’s directors have indicated an interest in purchasing up to $1.0 million, $1.0 million and $850.0 thousand, respectively, of the Company’s Class A Common Stock offered in the Secondary Offering at the public offering price.
The information contained under Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 hereto) 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 of 1933, as amended (the “Securities Act”), or the Exchange Act except as may be expressly set forth by specific reference in such filing.