Silver Lake To Close Endeavor Transaction On March 24th At $27.50

Rhea-AI Summary

Silver Lake has announced the closing of its acquisition of Endeavor Group Holdings (NYSE: EDR) on March 24, 2025, at $27.50 per share. The deal price represents a 57% premium over Endeavor's unaffected closing price on October 24, 2023. The company addresses concerns about hedge funds that acquired positions after the deal announcement seeking appraisal rights.

Silver Lake states it will not pay merger consideration at closing to dissenting shareholders until full resolution of appraisal claims. Only shareholders who submitted valid appraisal demands by February 4, 2025, can pursue these claims under Delaware law. The company emphasizes that the stock price increase is attributed to artificial inflation through arbitrage activity by hedge funds.

Positive

• 57% premium over unaffected stock price
• Definitive closing date set for March 24, 2025

Negative

• Delayed payment for shareholders seeking appraisal rights
• Artificial stock price inflation due to hedge fund arbitrage activity

Insights

Financial Analyst

Silver Lake's announcement to close its acquisition of Endeavor Group Holdings on March 24 at $27.50 per share represents a decisive move in what appears to be a contested transaction environment. The $27.50 price—representing a 57% premium over Endeavor's pre-announcement price—remains unchanged despite apparent pressure from hedge funds pursuing appraisal strategies.

What's particularly notable is Silver Lake's aggressive stance toward dissenting shareholders. The firm explicitly states it won't pay merger consideration at closing to shareholders who submitted appraisal demands by the February 4 deadline—a perfectly legal but relatively uncommon approach that signals the firm's confidence in its valuation and willingness to engage in protracted litigation.

This situation highlights a classic arbitrage strategy where hedge funds acquire positions post-announcement to leverage Delaware's shareholder-friendly appraisal statutes. Silver Lake's characterization of the stock's price movement as "artificial inflation" suggests they believe market pricing reflects merger arbitrage dynamics rather than fundamental valuation.

For existing Endeavor shareholders who haven't demanded appraisal, the transaction proceeds as planned. The deal's closing creates certainty in an otherwise complex corporate situation, particularly given Endeavor's structure which includes public subsidiary TKO Group Holdings.

MENLO PARK, Calif. & NEW YORK--(BUSINESS WIRE)-- Silver Lake hereby announces that it will close its acquisition of Endeavor Group Holdings, Inc. (NYSE: EDR) on March 24, 2025 at $27.50 per share, subject only to closing conditions that Silver Lake is confident will be satisfied prior to such time. Almost one year ago, Silver Lake entered into a binding merger agreement at this price following extensive negotiations with a special committee of independent directors of the company and is confident that $27.50 was and is appropriate and fair consideration to all Endeavor shareholders. The $27.50 price represents a 57% premium over Endeavor’s unaffected closing stock price on October 24, 2023, the last full trading day prior to Silver Lake’s announcement of its intention to make a proposal to take the company private.

It has been reported in the press that large blocks of shareholders have arbitraged the deal in order to demand appraisal. Silver Lake believes that the pervasive trading by these hedge funds, many of whom accumulated substantial positions in the stock of Endeavor (and presumably also its public subsidiary, TKO Group Holdings, Inc. (NYSE: TKO)) only after the deal was announced, has caused an artificial increase in the stock price. Appraisal entitles dissenters to the fair value of their Endeavor shares, not to amounts attributable to artificial inflation through arbitrage activity.

Against this backdrop, Silver Lake hereby advises all dissenters that it does not intend to pay them any merger consideration at closing - nor at any time until there is full resolution with respect to such appraisal claims - consistent with its rights under Delaware law. Any shareholders who submitted valid appraisal demands by the deadline of February 4, 2025 can perfect their appraisal rights under Delaware law following closing and pursue those claims. Delaware law does not, however, entitle dissenting shareholders to receive the merger consideration at closing nor prior to the final judicial determination of the appraisal litigation.

Additionally, any shareholders who purchase shares in the market subsequent to the February 4, 2025 deadline should appreciate that they do not have the right to demand appraisal on those recently acquired shares. Shareholders are referred to Endeavor’s Information Statement filed on Schedule 14C on January 15, 2025, for a more detailed summary of appraisal rights.

Going forward, Silver Lake will remain focused on Endeavor’s business, in partnership with the Endeavor management team and its other anchor investors. Silver Lake intends to vigorously defend any litigation related to the Endeavor acquisition and looks forward to closing the transaction.

About Silver Lake

Silver Lake is a global technology investment firm, with approximately $102 billion in combined assets under management and committed capital and a team of professionals based in North America, Europe and Asia. Silver Lake’s portfolio companies collectively generate nearly $258 billion of revenue annually and employ approximately 517,000 people globally.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250303663576/en/

SILVER LAKE CONTACTS

Media:

Matt Benson/Ginger Li

mediainquiries@silverlake.com



Edelman Smithfield

Jennifer.Stroud@edelmansmithfield.com

Source: Silver Lake

FAQ

What is the acquisition price per share for Endeavor (EDR) by Silver Lake?

Silver Lake is acquiring Endeavor (EDR) at $27.50 per share, representing a 57% premium over the October 24, 2023 closing price.

When will Silver Lake complete the Endeavor (EDR) acquisition?

The acquisition is scheduled to close on March 24, 2025, subject to closing conditions.

What happens to EDR shareholders who demanded appraisal rights?

Shareholders who submitted valid appraisal demands by February 4, 2025, won't receive merger consideration at closing until their claims are fully resolved.

What is the premium offered in the Silver Lake-Endeavor (EDR) deal?

The $27.50 per share offer represents a 57% premium over Endeavor's unaffected closing price on October 24, 2023.