Following closing, Seller will retain twenty percent (20%) of the total issued and outstanding equity interests of Endeavor Content, on a fully-diluted basis (excluding equity interests related to any post-closing employee incentive plans) (collectively, the “ Transaction”).
Pursuant to the Purchase Agreement, among other things, and subject to the satisfaction or waiver of the conditions set forth therein, Endeavor Content will issue to Purchaser, and Purchaser will subscribe for and accept from Endeavor Content, a number of newly issued equity interests in Endeavor Content equal to eighty percent (80%) of the total issued and outstanding equity interests of Endeavor Content, on a fully-diluted basis (excluding equity interests related to any post-closing employee incentive plans) in exchange for proceeds equal to $775.3 million (subject to certain adjustments) at an enterprise value of $850 million, including $655.3 million in proceeds to be paid to Seller (subject to certain adjustments) and $120.0 million paid to Endeavor Content (subject to certain adjustments).
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The Transaction (as defined below) relates specifically to the scripted portion of Endeavor Content Parent, LLC, including its TV studio, film studio, TV distribution and international TV production businesses, among other assets (“ Endeavor Content”). On November 18, 2021, IMG Worldwide, LLC, a Delaware limited liability company (the “ Seller”) and subsidiary of the Company and Endeavor Content Parent, LLC, a Delaware limited liability company and direct wholly-owned subsidiary of Seller, entered into a Purchase Agreement (the “ Purchase Agreement”), by and among Seller, Endeavor Content, and CJ ENM USA Holdings LLC, a California limited liability company and wholly owned subsidiary of CJ ENM Co., Ltd.
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 November 18, 2021, 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. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Securities registered pursuant to Section 12(b) of the Act: Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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