SecProbe.io

CORRESP
1
filename1.htm

CORRESP

 Latham & Watkins LLP

1271 Avenue of the Americas

 New
York, New York 10020

 September 23, 2024

Via EDGAR

 Brian Soares

Perry Hindin

 Division of Corporation Finance

Office of Mergers & Acquisitions

 Securities and
Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

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

Ladies and Gentlemen:

 On behalf of our client,
Endeavor Group Holdings, Inc. (the “Company”), set forth below are responses to the comments (the “Comments”) of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission
(the “SEC” or the “Commission”) set forth in the Staff’s letter of August 28, 2024 (the “Comment Letter”) with respect to the Company’s Schedule 13E-3, File No. 005-92530, filed with the Commission on August 5, 2024 (the “Initial Schedule 13E-3”) and Preliminary Information Statement on Schedule 14C, File No. 001-40373, filed with the Commission on August 5, 2024 (the “Initial Schedule 14C”).

In connection with this letter responding to the Comment Letter, the Company is concurrently filing Amendment No. 1 to the Initial
Schedule 14C (“Amendment No. 1”) and Amendment No. 1 to the Initial Schedule 13E-3 (“13E-3 Amendment No. 1”). In addition to changes
made to reflect the responses contained in this letter, Amendment No. 1 and 13E-3 Amendment No. 1 also include other changes that are intended to update the information contained in the Initial
Schedule 14C and Initial Schedule 13E-3, respectively.

 For the convenience of the Staff, the
Company has restated in this letter each of the Comments in bold and numbered each of the responses to correspond with the numbers of the Comments in the Comment Letter. Capitalized terms used and not defined herein have the meanings given to such
terms in Amendment No. 1. All references to page numbers and captions correspond to the page numbers and captions included in Amendment No. 1 or 13E-3 Amendment No. 1, as applicable, unless
(i) otherwise indicated and (ii) for those page numbers and captions in the Comments which refer to the page numbers and captions of the Initial Schedule 14C.

The Company has asked us to convey the following as their responses to the Staff:

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.

 Response to Comment 1: The Company acknowledges the Staff’s comment and in response has included a
glossary in Amendment No. 1.

 Brian Soares

Perry Hindin

 Division of Corporation Finance

Office of Mergers & Acquisitions

 Securities and Exchange
Commission

  Page
 2

2.
 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 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.

 Response to Comment 2: The Company acknowledges the Staff’s comment and in response has revised
the disclosures on pages 18-19, 73, 79-80, 123, 152-164, 165, 167 and 176 of Amendment No. 1.

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.

Response to Comment 3: The Company acknowledges the Staff’s comment and in response has included the summarized financial
information required by Item 1010(c) of Regulation M-A on pages 172-173 of Amendment No. 1.

4.
 Please provide the disclosure described in Instruction 3 to Item 1013 of Regulation M-A.

 Response to Comment 4: The Company acknowledges the Staff’s
comment and in response has revised the disclosure on page 107 of Amendment No. 1.

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.

Response to Comment 5: The Company acknowledges the Staff’s comment and in response has refiled Exhibits (c)(2) and (c)(3) to the
Initial Schedule 13E-3 and marked such exhibits to indicate where information has been omitted.

6.
 With a view towards disclosure, please tell us why the answer to this question does not address the Public
Stockholder Consideration.

 Brian Soares

Perry Hindin

 Division of Corporation Finance

Office of Mergers & Acquisitions

 Securities and Exchange
Commission

  Page
 3

 Response to Comment 6: The Company acknowledges the Staff’s comment and in
response has revised the statement on page 31 of Amendment No. 1.

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.

 Response to Comment 7: The Company acknowledges the Staff’s comment and in response has revised the
statement on page 36 of Amendment No. 1.

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.

 Response to Comment 8: The Company
acknowledges the Staff’s comment and in response has revised the disclosure on pages 44-46 of Amendment No. 1.

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.

 Response to Comment 9:
The Company acknowledges the Staff’s comment and in response has revised the disclosure on page 48 of Amendment No. 1.

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.

 Response to Comment 10: The Company acknowledges the Staff’s
comment and in response has revised the disclosure on page 48 of Amendment No. 1. The Company further confirms to the Staff that 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.

 Brian Soares

Perry Hindin

 Division of Corporation Finance

Office of Mergers & Acquisitions

 Securities and Exchange
Commission

  Page
 4

 Response to Comment 11: The Company acknowledges the Staff’s comment and in
response has revised the disclosure on page 49 of Amendment No. 1.

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.”

 Response to Comment 12: The Company acknowledges the Staff’s comment and in response has revised the
disclosure on pages 54-55 of Amendment No. 1. The Company further advises the Staff that the “certain information” referred to portions of the preliminary financial information and analyses
presented at the August 28 and September 21 meetings of the Executive Committee, which is already incorporated in the definition of the “Preliminary Financial Models.”

13.
 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 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.

 Response to Comment 13: The
Company acknowledges the Staff’s comment and in response has revised throughout Amendment No. 1 to use the single defined term “Unaffiliated Stockholders”. The Company further advises the Staff that there is no material
difference among the terms identified in the Staff’s comment or other similar terminology used in the Initial Schedule 14C.

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.

 Brian Soares

Perry Hindin

 Division of Corporation Finance

Office of Mergers & Acquisitions

 Securities and Exchange
Commission

  Page
 5

 Response to Comment 14: Please refer to the Company’s response to Comment 13,
above, and to the revised disclosure on pages 6 and 62 of Amendment No. 1. The Company advises the Staff that neither the term “Public Stockholders” nor the term “Unaffiliated Stockholders” applies to any directors and
officers of the Company, including those who are not affiliated with SLP Holders, the Management Holders or the Parent Entities.

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.

Response to Comment 15: In connection with the Company Merger, and as further described in the Initial Schedule 14C, Public Stockholders
will have the right to seek an appraisal for, and be paid the “fair value” in cash of, their Shares (as determined by the Court of Chancery of the State of Delaware), instead of receiving the Public Stockholder Consideration. The
“fair value” of the Shares as determined by the Court of Chancery may be more or less than, or the same as, the applicable portion of the Company Merger Consideration that a Public Stockholder that seeks appraisal would otherwise be
entitled to receive in respect of its Shares under the terms of the Merger Agreement.

16.
 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 par