SecProbe.io

August 28, 2024
Ariel Emanuel
Chief Executive Officer
Endeavor Group Holdings, Inc.
9601 Wilshire Boulevard, 3rd Floor
Beverly Hills, CA 90210
Re:Endeavor Group Holdings, Inc.
Schedule 13E-3 filed August 5, 2024
File No. 005-92530
Preliminary Information Statement on Schedule 14C filed August 5, 2024
File No. 001-40373
Dear Ariel Emanuel:
            We have reviewed your filings and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments. All
defined terms used herein have the same meaning as in the preliminary information statement,
unless otherwise indicated.
Preliminary Information Statement and Schedule 13E-3 filed August 5, 2024
General
1.Please revise your filing to include a glossary of defined terms. In addition, please explain
the meaning of each defined term used in the information statement in such a glossary
or the first time that the defined term is used. For example, the defined term "Employer
Group," which first appears on page 21, is not explained.
Refer to the following disclosures:
•The last paragraph on page 71 that the summary of Centerview's financial analyses in
connection with its written opinion "does not purport to be a complete description..."
The last sentence preceding the bullets on page 77 that the summaries of Centerview's •2.

August 28, 2024
Page 2
other presentations to the Special Committee "do not purport to be a complete
description..."
•The first sentence on page 78 that the summary of Centerview's preliminary
presentations and financial analyses "does not purport to be a complete description..."
•The first sentence on page 167 that the summary of appraisal rights under Delaware
law "is not a complete summary..."

Please revise to remove the implication that these and any other summaries presented in
your filings are not complete. While you may include appropriate disclaimers concerning
the nature of a summary generally, summaries must be complete in describing all material
analyses or terms. You may direct investors to read exhibits or annexes for a more
complete discussion.
3.Where an issuer elects to incorporate by reference the information required by Item
1010(a) of Regulation M-A, all of the summarized financial information required by Item
1010(c) must be disclosed in the document furnished to security holders. See Instruction 1
to Item 13 of Schedule 13E-3. In addition, please refer to Telephone Interpretation I.H.7
in the July 2001 supplement to our "Manual of Publicly Available Telephone
Interpretations" for guidance on complying with a similar instruction in the context of a
tender offer. Please revise the information statement to include the information required
by Item 1010(c) of Regulation M-A.
Item 7. Purposes, Alternatives, Reasons and Effects, page 10
4.Please provide the disclosure described in Instruction 3 to Item 1013 of Regulation M-A.
Item 16. Exhibits, page 16
5.Please refile the exhibits for which you are requesting confidential treatment to indicate,
at the appropriate places in the exhibit, that the confidential information has been filed
separately with the Commission and mark such exhibit to clearly indicate where
information has been omitted. Refer to Exchange Act Rule 24b-2(b) and CF Disclosure
Guidance: Topic No. 7 (December 19, 2019), available on the Commission's website.
What will I receive in the Mergers?, page 31
6.With a view towards disclosure, please tell us why the answer to this question does not
address the Public Stockholder Consideration.
Cautionary Statement Concerning Forward-Looking Statements, page 36
7.We note your reference to Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934. Note that the safe harbor protections for forward-
looking statements contained in those federal securities laws do not apply to statements
made in connection with a going-private transaction. See Section 21E(b)(1)(E) of the
Securities Exchange Act of 1934 and Question M.2 to the July 2001 Third Supplement to
the Division of Corporation Finance’s Manual of Publicly Available Telephone
Interpretations. Please revise.
Directors, Executive Officers and Controlling Persons of the Company, page 41

August 28, 2024
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8.Please revise your disclosure in this section to include the information required by Item 3
of Schedule 13E-3 and Item 1003(b) of Regulation M-A for each general partner of the
limited partnerships listed and any other non-natural persons specified in General
Instruction C to Schedule 13E-3. Please also revise your disclosure in this section to
include the information required by Item 3 of Schedule 13E-3 and Item 1003 for
each of Wildcat EGH Holdco, L.P.; Wildcat OpCo Holdco, L.P.; Wildcat PubCo Merger
Sub, Inc.; Wildcat OpCo Merger Sub, L.L.C.; and Wildcat Manager Merger Sub,
L.L.C., and for any other natural persons specified in General Instruction C to Schedule
13E-3.
Background of the Mergers, page 47
9.With a view towards improved disclosure, please consider revising this section to clearly
identify the members of each of the Company's Board of Directors and the Executive
Committee.
10.Disclosure in the second paragraph on page 47 indicates that "...the Board formed the
Executive Committee and delegated all of the power and authority of the board of
directors of the Company (the "Board") to the Executive Committee..."  (emphasis
added).  Please reconcile this statement with disclosure in the subsequent sentence that
indicates that "...the Executive Committee exerts significant control over the Company’s
operations by acting as the governing body of the Company...with full authority to
approve many actions customarily required to be approved by, or reserved for approval
by, a board of directors..." (emphasis added).  Please also confirm the "many actions"
include the board's obligation to provide the statement described in Item 1014(a) of
Regulation M-A.
11.Refer to the following disclosure in the penultimate paragraph on page 48: "The
remaining members of the Board were subsequently apprised of the formal review of
strategic alternatives of the Company." Please revise to clarify who apprised the
remaining members of the Board of the formal review of strategic alternatives.
12.Refer to the following disclosure at the bottom of page 53: "Representatives of the
Company then delivered to representatives of Cravath and Centerview the Final Financial
Model, the Variance Analysis and certain information  that had been provided to Silver
Lake. On March 5, 2024, representatives of Company management held a meeting with
representatives of Centerview to discuss the Final Financial Model, the Variance Analysis
and the information described above , with representatives of Latham and Cravath in
attendance" (emphases added). Please revise your disclosure here, in your discussion of
the Centerview opinion and financial analyses beginning on page 69, and in your
discussion of the Company's financial forecasts beginning on page 78 as appropriate to
describe such "certain information."
Recommendation of the Executive Committee; Reasons for the Mergers, page 61
We note that the defined terms "Public Stockholders" and "Unaffiliated Stockholders"
appear to be used throughout your information statement interchangeably despite having
different definitions. With a view towards disclosure, please explain to us the differences
between these two terms. In this regard, also please reconcile the statement on page 61
referring to the Special Committee's determination that the Transactions "are in the best 13.

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interests of, the Company and the Public Stockholders" with the statement on page 63
referring to the Special Committee's determination that the Transactions "were advisable,
fair to and in the best interests of the Company and the Unaffiliated Stockholders." We
further note similar discrepancies throughout your information statement, as well as a
reference to "the Company and its public stockholders" on page 60.
14.Disclosure in this section indicates that the Executive Committee "determined that the
Merger Agreement and the Transactions, including the Mergers, are fair and in the best
interests of, the Company, its stockholders, including the Public Stockholders…" "Public
Stockholders" is defined on page 6 as "all of the holders of the issued and outstanding
Shares, but excluding the SLP Holders and the Management Holders, their respective
affiliates and any other stockholders of the Company affiliated with the Parent Entities or
their respective affiliates." Please note that the staff considers officers and directors of the
Company to be affiliates when considering whether such reference is sufficiently specific
to satisfy Item 1014(a) of Regulation M-A. Please refer to the definition of "affiliate" in
Exchange Act Rule 13e-3(a)(1). Please advise whether the phrase "Public Stockholders"
applies to any other directors and officers of the Company who are not affiliated with the
SLP Holders, the Management Holders or the Parent Entities.  Disclosure regarding the
Board's fairness determination with respect to the phrase "Public Stockholders," as
opposed to unaffiliated holders of the Company, may not necessarily satisfy Item 8 of
Schedule 13E-3. Refer to Item 1014(a) of Regulation M-A.  In contrast, we note that the
definition of the term "Unaffiliated Stockholders," as disclosed on page 94, would appear
to satisfy Item 8 of Schedule 13E-3.
15.We note your reference on page 62 to "Public Stockholders who receive the Merger
Consideration." Please clarify whether there are any instances where Public Stockholders
may receive Merger Consideration or some other form of consideration other than the
Public Stockholder Consideration defined on page 8.
The factors listed in Instruction 2 to Item 1014 of Regulation M-A and paragraphs (c), (d)
and (e) of Item 1014 are generally relevant to each filing person's fairness determination
and should be discussed in reasonable detail. See paragraph (b) of Item 1014 of
Regulation M-A and Questions 20 and 21 of Exchange Act Release No. 34-17719 (April
13, 1981). Please revise this section to include the factors described in paragraphs (c) and
(e) of Item 1014, as well as clauses (i) through (vii) of Instruction 2 to Item 1014 or
explain why such factors were not deemed material or relevant to the fairness
determination of the Executive Committee. If the procedural safeguards in Item 1014(c)
and (e) were not considered, please explain why the Executive Committee believes the
Rule 13e-3 transaction is fair in the absence of such safeguards. To the extent that
Executive Committee intends to rely on the Special Committee’s analyses as opposed to
providing its own analysis that satisfies the disclosure described in Item 1014(b) of
Regulation M-A, the Executive Committee must expressly adopt such discussion. See
Question and Answer No. 20 in Exchange Act Release 17719. In such case, the Special
Committee’s analyses must full address each of the above factors.  Currently, the Special
Committee’s analyses only appear to address clauses (i), (ii) and (vii) of Instruction 2 to
Item 1014 and the factors described in paragraphs (c) and (d) of Item 1014.

This comment also applies to the disclosure in the section captioned "Position of the SLP 16.

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Entities and the Director Rollover Holders in Connection with the Mergers" beginning on
page 94 with respect to clauses (iii), (iv), (vi) and (vii) of Instruction 2 to Item 1014 and
the factor described in paragraph (e) of Item 1014.
Recommendation of the Special Committee; Reasons for the Recommendation, page 63
17.Refer to the list of risks and other countervailing factors that the Special Committee
considered, beginning on page 67 of the information statement. With a view towards
disclosure, please tell us whether the Executive Committee considered the fact that Silver
Lake "was not interested in potential alternative opportunities involving a sale of
Company securities by Silver Lake to a third party or entertaining bids for assets held by
the Company," as disclosed on page 49.

This comment also applies to the disclosure in the section captioned "Position of the SLP
Entities and the Director Rollover Holders in Connection with the Mergers" beginning on
page 94.
Opinion of Centerview, page 69
18.Refer to the list of materials that Centerview reviewed in connection with rendering its
opinion and performing its related financial analyses at the top of page 70. The definition
of "Financial Projections" on page 53 appears to include the Preliminary Financial
Models, the Final Financial Model, and the Variance Analysis, but does not include the
"FCF Allocation" described on page 56 as having been delivered to representatives of
Centerview. Please reconcile the disclosure on page 70 with the statement on page 78 that
"[t]he Final Financial Model, together with the FCF Allocation , was approved by the
Special Committee and the Company's management for Centerview's use for purposes of
performing its financial analyses" (emphasis added). In this regard, we also note
disclosure on page 75 suggesting that the FCF Allocation was used in Centerview's
financial analyses.
Summary of Centerview Financial Analysis, page 71
19.Please revise the subsection beginning on page 77 to include a summary of the second
presentation made to the Special Committee on March 29, 2024, as described in the last
paragraph of page 56.
20.Refer to the following disclosure on page 76: "In the two years prior to the date of its
written opinion, Centerview had not been engaged to provide financial advisory or other
services to the Parent Entities or Silver Lake Technology Management, L.L.C.
('Sponsor'), the sponsor of the Parent Entities, and Centerview did not receive any
compensation from the Parent Entities or Sponsor during such period." Please revise to
address any material relationship that existed between Centerview and any of the SLP
Holding Entities or any other filing persons. Refer to Item 1015(b)(4) of Regulation M-A.
Selected Public Comparable Companies Analysis, page 72
Please revise this section to explain how the selected companies were chosen for the
selected public companies analysis. In addition, please revise to disclose the data
underlying the results described in this section and to show how that information resulted
in the multiples and values disclosed. For example, disclose the enterprise value for each 21.

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selected company that is the basis for the multiples disclosed on pages 72 and 73.
Opinion of Kroll, page 82
22.Disclosure in the Kroll, LLC opinion indicates that the "Kroll Opinion was furnished
solely for the use and benefit of the Selling Funds LPAC and the Selling Funds General
Partners in connection with their consideration of the Transactions and was not intended
to, and did not, confer any rights or remedies upon any other person, and was not intended
to be used, and may not be used, by any other person or for any other purpose, without
Kroll’s express consent." Similar disclosure appears in the fairness opinion itself.  In
addition, we note similar disclosure in the Houlihan Lokey Capital, Inc. opinion that
"[t]his Opinion is furnished solely for the use of the GPs [...] and the Buying Funds [...] in
connection with their evaluation of the Transaction and may not be relied upon by any
other person or entity (including, without limitation, security holders, creditors or other
constituencies of the Buying Funds or the GPs) or used for a