EDR Endeavor Group Holdings Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the

Securities Exchange Act of 1934

Check the appropriate box:

Endeavor Group Holdings, Inc.

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY INFORMATION STATEMENT — SUBJECT TO COMPLETION

Endeavor Group Holdings, Inc.

9601 Wilshire Boulevard, 3^rd Floor

Beverly Hills, CA 90210

NOTICE OF WRITTEN CONSENT AND APPRAISAL RIGHTS

AND

INFORMATION STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND US A PROXY.

To Our Stockholders:

This notice of written consent and appraisal rights and information statement is being furnished to the holders of Class A Common Stock, par value $0.00001 per share (the “Class A Common Stock”), Class X Common Stock, par value $0.00001 per share (the “Class X Common Stock”) and Class Y Common Stock, par value $0.00001 per share (the “Class Y Common Stock” and, together with Class A Common Stock and the Class X Common Stock, the “Company Common Stock”), of Endeavor Group Holdings, Inc., a Delaware corporation (the “Company” or “Endeavor”), in connection with the Agreement and Plan of Merger, dated as of April 2, 2024, by and among the Company, Endeavor Manager, LLC, a Delaware limited liability company and subsidiary of the Company (“Manager”), Endeavor Operating Company, LLC, a Delaware limited liability company and a subsidiary of Manager and indirect subsidiary of the Company (“OpCo” and, together with the Company and Manager, the “Company Entities” and each, a “Company Entity”), Endeavor Executive Holdco, LLC, a Delaware limited liability company (“Executive Holdco”), Endeavor Executive II Holdco, LLC, a Delaware limited liability company (“Executive II Holdco”), Endeavor Executive PIU Holdco, LLC, a Delaware limited liability company (together with Executive Holdco and Executive II Holdco, the “Executive Holdcos”), Wildcat EGH Holdco, L.P., a Delaware limited partnership (“Holdco Parent”), Wildcat OpCo Holdco, L.P., a Delaware limited partnership (“OpCo Parent” and, together with Holdco Parent, the “Parent Entities” and each, a “Parent Entity”), Wildcat PubCo Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Holdco Parent (“Company Merger Sub”), Wildcat Manager Merger Sub, L.L.C., a Delaware limited liability company and a wholly owned subsidiary of Company Merger Sub (“Manager Merger Sub”), Wildcat OpCo Merger Sub, L.L.C., a Delaware limited liability company and wholly owned subsidiary of OpCo Parent (“OpCo Merger Sub” and, together with Manager Merger Sub and Company Merger Sub, the “Merger Subs” and each, a “Merger Sub”) (the “Merger Agreement”), a copy of which is attached as Annex A to this information statement and incorporated by reference into this notice. The Merger Agreement and the Transactions (as defined herein) contemplated thereby were unanimously approved by the Executive Committee of the Company (the “Executive Committee”) upon the unanimous recommendation of a special committee of the board of directors of the Company (the “Special Committee” and, such recommendation, the “Special Committee Recommendation”) — a committee comprised solely of independent and disinterested directors that was established by the Executive Committee to review, evaluate and negotiate the Merger Agreement, make a determination as to whether the Transactions are fair to, and in the best interests of, the Company, its stockholders, and the equityholders of Manager and OpCo and make a recommendation to the Executive Committee with respect to the Transactions.

Subject to the terms of the Merger Agreement, (a) OpCo Merger Sub will merge with and into OpCo, with OpCo surviving the merger, collectively owned, directly or indirectly, by OpCo Parent, Manager and certain holders of shares of Company Common Stock (“Shares”) or OpCo Membership Interests (as defined herein) (the “Rollover Holders”) (the “OpCo Merger”), (b) immediately following the OpCo Merger, Manager Merger Sub will merge with and into Manager, with Manager surviving the merger, wholly owned by the Company (the “Manager Merger”) and (c) immediately following the Manager Merger, Company Merger Sub will merge with and into the Company, with the Company surviving the merger, collectively owned, directly or indirectly, by Holdco Parent and certain Rollover Holders (the “Company Merger” and, together with the Manager Merger and the OpCo Merger, the “Mergers” and, together with the other transactions contemplated by the Merger Agreement, collectively, the “Transactions”).

At the effective time of the OpCo Merger (the “OpCo Merger Effective Time”), as a result of the OpCo Merger, (a) each common unit of OpCo outstanding immediately prior to the OpCo Merger Effective Time (each, an “OpCo Membership Interest” and collectively, the “OpCo Membership Interests”) (subject to certain exceptions, including (i) each OpCo Membership Interest owned by the Company, Manager, OpCo, or any direct or indirect wholly owned subsidiary of OpCo, the Parent Entities or any direct or indirect wholly owned subsidiary of the Parent Entities or, solely to the extent designated in writing by the Parent Entities to the Company at least two business days prior to the Effective Time (as defined below), any affiliate of the Parent Entities so designated, immediately prior to the OpCo Merger Effective Time (collectively, the “Excluded OpCo Membership Interests”) and (ii) certain equity interests in OpCo held by the Rollover Holders that remain outstanding in the OpCo Merger (the “Rollover Units”) pursuant to the respective Rollover Holders’ rollover agreements (each such agreement, a “Rollover Agreement”, and, together, the “Rollover Agreements”)) will, at the OpCo Merger Effective Time, automatically be cancelled and converted into the right to receive $27.50 in cash minus any amounts that are distributed with respect to such OpCo Membership Interest in respect of the distributions contemplated by the restructuring transactions to be undertaken by the Company Entities prior to Closing (as defined in the Merger Agreement) pursuant to the Merger Agreement and in accordance with the restructuring steps plan set forth on the Company’s confidential disclosure letter delivered concurrently with the execution of the Merger Agreement (the “Restructuring Steps”), without interest (the “OpCo Merger Consideration”), subject to applicable withholding taxes, certain rights of the holders of OpCo Membership Interests to elect to cause their OpCo Membership Interests to remain outstanding through the OpCo Merger and cause the Company to acquire such OpCo Membership Interests following the OpCo Merger for an amount in cash equal to the OpCo Merger Consideration that would have otherwise been paid in respect of such OpCo Membership Interests and certain deferred payments whereby each such holder of such OpCo Membership Interests will receive such OpCo Merger Consideration in the amounts and at such times as set forth on the payment schedule set forth in the Company’s confidential disclosure letter delivered concurrently with the execution of the Merger Agreement (the “Payment Schedule”) and (b) each profits unit of OpCo outstanding immediately prior to the OpCo Merger Effective Time (“OpCo Profits Unit”) (subject to certain exceptions, including Rollover Units) will automatically be cancelled and converted into the right to receive the OpCo Merger Consideration less the “strike price” of such OpCo Profits Unit in cash, without interest (the “OpCo Profits Units Merger Consideration”), subject to applicable withholding taxes, certain rights of the holders of OpCo Profits Units to elect to cause their OpCo Profits Units to remain outstanding through the OpCo Merger and cause the Company to acquire such OpCo Profits Units following the OpCo Merger for an amount in cash equal to the OpCo Profits Units Merger Consideration that would have otherwise been paid in respect of such OpCo Profits Units and certain deferred payments whereby each such holder of such OpCo Profits Units will receive such OpCo Profits Units Merger Consideration in the amounts and at such times as set forth on the Payment Schedule.

At the effective time of the Manager Merger (which will occur immediately after the OpCo Merger Effective Time) (the “Manager Merger Effective Time”), as a result of the Manager Merger, each common unit of Manager outstanding immediately prior to the Manager Merger Effective Time (each, a “Manager Membership Interest”) (subject to certain exceptions, including each Manager Membership Interest owned by the Company or the Manager immediately prior to the Manager Merger Effective Time) will automatically be cancelled and converted into the right to receive $27.50 in cash, without interest (the “Manager Merger Consideration”), subject to applicable withholding taxes and certain deferred payments whereby each such holder of such Manager Membership Interests will receive such Manager Merger Consideration in the amounts and at such times as set forth on the Payment Schedule.

At the effective time of the Company Merger (which will occur immediately after the Manager Merger Effective Time) (the “Company Merger Effective Time” or the “Effective Time”), as a result of the Company Merger, each share of Company Common Stock outstanding immediately prior to the Company Merger Effective Time (subject to certain exceptions, including (i) (a) Shares owned by the Company, Manager or OpCo or any of OpCo’s direct or indirect wholly owned subsidiaries, (b) Shares owned by the Merger Subs or the Parent Entities or any of Parent Entities’ direct or indirect wholly owned subsidiaries or any affiliate of the Parent Entities designated in writing by the Parent Entities to the Company at least two business days prior to the Company Merger Effective Time and (c) shares of Class X Common Stock and Class Y Common Stock issued and outstanding immediately prior to the Company Merger

Effective Time (collectively, the “Excluded Shares”), (ii) each share of Company Common Stock that is owned by a Rollover Holder and will remain outstanding in the Company Merger in accordance with such Rollover Holder’s Rollover Agreement (such shares, the “Rollover Shares”) and (iii) Shares owned by stockholders of the Company who have validly demanded and not withdrawn appraisal rights in accordance with Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”)) will automatically be cancelled and converted into the right to receive $27.50 in cash, without interest (the “Company Merger Consideration” and, together with the OpCo Merger Consideration, the OpCo Profits Units Merger Consideration and the Manager Merger Consideration, with respect to such applicable equity securities, the “Merger Consideration”), subject to applicable withholding taxes.

If the Mergers are consummated, the Class A Common Stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The adoption of the Merger Agreement and the approval of the Transactions, including the Mergers, required the affirmative vote or written consent of the holders of a majority of the aggregate voting power of the outstanding Shares entitled to vote thereon pursuant to Section 228 and Section 251 of the DGCL. Following execution of the Merger Agreement, (a) Silver Lake West HoldCo, L.P. and Silver Lake West HoldCo II, L.P. (together, the “SLP Holders” and together with their general partner, Silver Lake West Voteco, L.L.C., the “SLP Holding Entities”) and (b) Ariel Emanuel and Patrick Whitesell and each of their respective personal revocable trusts that holds Shares and/or OpCo Membership Interests, and the Executive Holdcos (together, the “Management Holders” and, together with the SLP Holders, the “Specified Stockholders”), who collectively held more than a majority of the combined voting power of the outstanding shares of the Company Common Stock, executed and delivered to the Company a written consent (the “Written Consent”) approving and adopting the Merger Agreement and the Transactions, including the Mergers (the “Company Stockholder Approval”). As a result of the execution and delivery of the Written Consent, the holders of a majority of the aggregate voting power of the outstanding Shares entitled to vote thereon have adopted and approved the Merger Agreement and the Transactions. The delivery of the Written Consent constituted the necessary approvals of stockholders for the approval of the Mergers, subject to the other conditions set forth in the Merger Agreement (as further described herein). As a result, no further action by any stockholder of the Company is required under applicable law or the Merger Agreement (or otherwise) to adopt the Merger Agreement, and the Company will not be soliciting your vote for or consent to the adoption of the Merger Agreement and the approval of the Transactions and will not call a stockholders’ meeting for purposes of voting on the adoption of the Merger Agreement and the approval of the Transactions. This notice and the accompanying information statement shall constitute notice to you from the Company of the Written Consent contemplated by Section 228(e) of the DGCL.

Under Section 262 of the DGCL, if the Mergers are completed, subject to compliance with the requirements of Section 262 of the DGCL, holders of shares and beneficial owners of Company Common Stock, other than the Specified 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 (the “Court”), together with interest, if any, on the amount determined to be fair value, instead of receiving the applicable Merger Consideration. To exercise your appraisal rights, you must submit a written demand for an appraisal to the Company no later than 20 days after the mailing of this information statement, which mailing date is [●], 2024, and comply precisely with other procedures set forth in Section 262 of the DGCL, which are summarized in the accompanying information statement, which is incorporated herein by reference. A copy of Section 262 of the DGCL is attached to the accompanying information statement as Annex B. This notice and the accompanying information statement shall constitute notice to you from the Company of the availability of appraisal rights under Section 262 of the DGCL in connection with the Mergers. We urge you to read the entire information statement carefully. If the Mergers are completed, you will receive instructions regarding payment for your Shares.

BY ORDER OF THE EXECUTIVE COMMITTEE,

Ariel Emanuel

Chief Executive Officer

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Mergers, passed upon the merits or fairness of the Mergers or passed upon the adequacy or accuracy of the disclosures in this notice or the accompanying information statement. Any representation to the contrary is a criminal offense.

This information statement is dated [ ● ], 2024 and is being mailed on [ ● ], 2024 to stockholders of record as of April 2, 2024 and [ ● ], 2024.

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QUESTIONS AND ANSWERS ABOUT THE MERGERS

The following questions and answers are intended to briefly address commonly asked questions as they pertain to the Merger Agreement and the Mergers. These questions and answers may not address all questions that may be important to you as a Company stockholder. Please refer to the section entitled “Summary” beginning on page [1] and the more detailed information contained elsewhere in this information statement, the annexes to this information statement and the documents referred to or incorporated by reference in this information statement, each of which you should read carefully. You may obtain additional information, which is incorporated by reference in this information statement, without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page [●].

To the extent you hold OpCo Membership Interests, OpCo Profits Units and Manager Membership Interests, please see the section entitled “The Merger Agreement — Consideration to be Received in the Mergers” beginning on page [●] for more information regarding treatment of such interests.

Each Vested Company RSU and each Vested Company PSU will automatically be cancelled as of the Effective Time and converted into the right to receive an amount in cash (without interest and subject to any applicable tax withholdings) equal to the product, rounded to the nearest cent, of (x) the Company Merger

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Consideration and (y) the number of shares of Class A Common Stock subject to such Vested Company RSU or Vested Company PSU, payable as soon as practicable following the Effective Time and in any event within 40 business days following the Effective Time. All Unvested Company PSUs will, at the Effective Time, automatically be cancelled without any payment being made in respect thereof.

The treatment of each Unvested Company RSU will be determined by the Executive Committee prior to the Effective Time, or, if not determined prior to the Effective Time, by the administrator of the Company Stock Plan as soon as reasonably practicable following the Effective Time.

In addition, at the Effective Time, each Vested Company Option will automatically be cancelled and converted into the right to receive an amount in cash (without interest and subject to any applicable tax withholdings) equal to the product of (a) the number of shares of Class A Common Stock subject to such Company Option, multiplied by (b) the Company Merger Consideration less the exercise price per share of such Company Option, in effect immediately prior to the Effective Time (the “Option Consideration”), payable as soon as reasonably practicable following the Effective Time and in any event within 40 business days following the Effective Time. Any Company Option that is not vested at the Effective Time or that has an exercise price per share equal to or greater than the Company Merger Consideration will be cancelled without any payment being made in respect thereof.

Please see the section entitled “The Merger Agreement — Consideration to be Received in the Mergers” beginning on page [●] for more information regarding treatment of OpCo Membership Interests, OpCo Profits Units and Manager Membership Interests.

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A Non-United States Holder (as defined in “The Special Factors — Certain Material United States Federal Income Tax Consequences of the Company Merger” beginning on page [●]) will generally not be subject to United States federal income tax on any gain resulting from the exchange of Class A Common Stock pursuant to the Company Merger, unless such holder has certain connections to the United States, but the Company Merger could be a taxable transaction to such holder under non-United States tax laws applicable to such holder.

Holders of Class A Common Stock should read the section entitled “The Special Factors — Certain Material United States Federal Income Tax Consequences of the Company Merger” beginning on page [●] for a more detailed description of the United States federal income tax consequences of the Company Merger. Tax matters can be complicated, and the tax consequences of the Company Merger to you will depend on your particular situation. Holders of Class A Common Stock are urged to consult their tax advisors about the United States federal, state, local and non-United States tax consequences of the Company Merger.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This information statement, and the documents to which we refer you in this information statement, contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally include statements regarding the potential transaction between Endeavor and Silver Lake, including statements regarding the expected impacts and benefits of the potential transaction, the treatment of the outstanding equity of the Company and its subsidiaries and rights of the holders thereof, the delisting from NYSE and deregistration under the Exchange Act the timing of the foregoing. All statements in this information statement, and the documents to which we refer you in this information statement that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding forecasts and projections as described in the section entitled “The Special Factors — Certain Company Financial Forecasts” beginning on page [●]. In some cases, you can identify forward-looking statements by terms such as “may”, “will”, “outlook”, “should”, “expects”, “plans”, “anticipates”, “could”, “intends”, “targets”, “projects”, “contemplates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this information statement, and the documents to which we refer you in this information statement, are only predictions. The Company’s management have based these forward-looking statements largely on their current expectations and projections about future events and financial trends that management believes may affect its business, financial condition and results of operations. These statements are neither promises nor guarantees and involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from what is expressed or implied by the forward-looking statements, including, but not limited to:

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We believe that the assumptions on which our forward-looking statements are based are reasonable. All subsequent written and oral forward-looking statements concerning the Transactions or other matters addressed in this information statement and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Forward-looking statements speak only as of the date of this information statement or the date of any document incorporated by reference in this document. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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THE PARTIES TO THE MERGER AGREEMENT

The Company

Endeavor Group Holdings, Inc.

9601 Wilshire Boulevard

Beverly Hills, CA 90210

Phone: (310) 285-9000

Endeavor Group Holdings, Inc. is a global sports and entertainment company. The Company owns and operates premium sports and entertainment properties, including UFC and WWE through our majority ownership of TKO, produces and distributes sports and entertainment content, owns and manages exclusive live events and experiences, and represents top sports, entertainment and fashion talent, as well as blue chip corporate clients. Founded as a client representation business, the Company expanded organically and through strategic mergers and acquisitions, investing in new capabilities, including sports operations and advisory, events and experiences management, media production and distribution, sports data and technology, brand licensing and experiential marketing. To learn more about the Company, please visit www.investor.endeavorco.com. Additional information about the Company is included in documents incorporated by reference into this information statement and our filings with the SEC, copies of which may be obtained without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page [●].

The Company’s existing term loan under the Credit Facilities of $2.2 billion matures on May 18, 2025. We expect that the term loan then outstanding will be repaid in connection with the Mergers and the Transactions or will otherwise be refinanced prior to its maturity. Absent the Company’s ability to secure additional liquidity, extend the maturity of or refinance such term loan, the Company’s operations may be adversely impacted in the event the lenders declare an event of default and exercise their rights and remedies under the Credit Facilities. In the event the Transactions do not close by the term loan maturity date or if we are unable to refinance or otherwise extend prior to maturity, we do not expect to have sufficient cash on hand to repay this term loan under the Credit Facilities, which raises substantial doubt about the Company’s ability to continue as a going concern.

The Company’s Class A Common Stock is listed with, and trades on, the NYSE under the symbol “EDR”.

Other Company Entities

Endeavor Manager, LLC

Endeavor Operating Company, LLC

9601 Wilshire Boulevard

Beverly Hills, CA 90210

Phone: (310) 285-9000

Manager is a Delaware limited liability company and a subsidiary of the Company. OpCo is a Delaware limited liability company and a subsidiary of Manager and indirect subsidiary of the Company.

Executive Holdcos

Endeavor Executive Holdco, LLC

Endeavor Executive II Holdco, LLC

Endeavor Executive PIU Holdco, LLC

9601 Wilshire Boulevard

Beverly Hills, CA 90210

Phone: (310) 285-9000

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The Executive Holdcos are holding companies that hold OpCo Membership Interests and OpCo Profits Units on behalf of certain members of Company management who are equityholders of the Executive Holdcos. Each Executive Holdco is managed and controlled by a board of directors consisting of Ariel Emanuel and Patrick Whitesell.

Parent Entities

Holdco Parent was formed on March 25, 2024, solely for the purpose of entering into the Merger Agreement and to hold shares of the Company following the consummation of the Mergers. OpCo Parent was formed on March 25, 2024, solely for the purpose of entering into the Merger Agreement and to hold equity interests of OpCo following the consummation of the Mergers. The Parent Entities have not carried on any business, conducted any operations or incurred any liabilities or obligations, other than those incidental to their respective formation pursuant to the Merger Agreement, the performance of their respective obligations thereunder and matters ancillary thereto. The Parent Entities are indirectly controlled by private investment funds affiliated with Silver Lake. The Parent Entities’ principal executive office is located at c/o Silver Lake, 2775 Sand Hill Road, Suite 100, Menlo Park, CA 94025 and their phone number is (650) 233-8120.

Merger Subs

Company Merger Sub is a newly formed Delaware corporation and a wholly owned subsidiary of Holdco Parent. Manager Merger Sub is a newly formed Delaware limited liability company and a wholly owned subsidiary of Company Merger Sub. OpCo Merger Sub is a newly formed Delaware limited liability company and a wholly owned subsidiary of OpCo Parent. Each of the Merger Subs was formed on March 25, 2024 solely for the purpose of completing the Mergers. None of the Merger Subs has carried on any business, conducted any operations or incurred any liabilities or obligations, other than those incidental to their respective formation pursuant to the Merger Agreement, the performance of their respective obligations thereunder and matters ancillary thereto. Upon consummation of the Mergers, the Merger Subs will cease to exist. The Merger Subs’ principal executive office is located at c/o Silver Lake, 2775 Sand Hill Road, Suite 100, Menlo Park, CA 94025 and their phone number is (650) 233-8120.

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DIRECTORS, EXECUTIVE OFFICERS AND CONTROLLING PERSONS OF THE COMPANY

Neither the Company, nor any of the Company’s directors or executive officers listed below has, to the knowledge of the Company, been convicted in a criminal proceeding during the past five (5) years (excluding traffic violations or similar misdemeanors). In addition, neither the Company, nor any of the Company’s directors or executive officers listed below has, to the knowledge of the Company, during the past five (5) years, been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

Directors

Ariel Emanuel is the Chief Executive Officer of the Company and has served in that position since October 2017. He has also served as a director of the Company since June 2009. Mr. Emanuel is also Chief Executive Officer of TKO, and became a director of TKO in September 2023 and its Executive Chair in February 2024. TKO is majority owned and controlled by Endeavor. He previously served as the Co-Chief Executive Officer of the Company since July 2014 and as Co-Chief Executive Officer of William Morris Endeavor Entertainment, LLC since 2009. Mr. Emanuel previously served on the board of directors of ContextLogic Inc. (d/b/a Wish) (Nasdaq) and Live Nation Entertainment, Inc. (NYSE). Mr. Emanuel is a graduate of Macalester College. Mr. Emanuel was selected to serve on our board of directors because of his experience and knowledge of the entertainment industry, including as our Chief Executive Officer. The business address of Mr. Emanuel is 9601 Wilshire Boulevard, 3^rd Floor, Beverly Hills, CA 90210 and his business telephone number is (310) 285-9000. Mr. Emanuel is a citizen of the United States of America.

Patrick Whitesell is the Executive Chairman of the Company and has served in that position since October 2017. He has also served as a director of the Company since June 2009. He previously served as the Co-Chief Executive Officer of the Company since July 2014 and as Co-Chief Executive Officer of William Morris Endeavor Entertainment, LLC since June 2009. Mr. Whitesell currently serves on the board of directors of Under Armour, Inc. (NYSE). Mr. Whitesell is a graduate of Luther College. Mr. Whitesell was selected to serve on our board of directors because of his experience and knowledge of the entertainment industry, including as our Executive Chairman. The business address of Mr. Whitesell is 9601 Wilshire Boulevard, 3^rd Floor, Beverly Hills, CA 90210, and his business telephone number is (310) 285-9000. Mr. Whitesell is a citizen of the United States of America.

Egon P. Durban became a director of the Company in May 2012 and became the Chairman of the board of directors of the Company in May 2014. Mr. Durban has served as Co-Chief Executive Officer of Silver Lake since December 2019. Mr. Durban joined Silver Lake in 1999 as a founding principal and is based in the firm’s Menlo Park office. He serves on the boards of directors of City Football Group, Dell Technologies Inc. (NYSE), Group 42, Qualtrics, TKO, Unity Software Inc. (NYSE), Verily and Waymo. Previously, he served on the board of Skype, and was Chairman of its operating committee, served on the supervisory board and operating committee of NXP, and served on the boards of MultiPlan, Pivotal Software, Inc. (NYSE), SecureWorks Corp. (Nasdaq), Twitter Inc., formerly a public company, and VMware, Inc. (NYSE). Prior to Silver Lake, Mr. Durban worked in Morgan Stanley’s Investment Banking Division. Mr. Durban graduated from Georgetown University with a B.S.B.A. in Finance. Mr. Durban was selected to serve as a director because of his strong experience in technology and finance, and his extensive knowledge of and years of experience in global strategic leadership and management of multiple companies.

Ursula Burns became a director of the Company in July 2021. In April 2021, Ms. Burns co-founded Integrum Holdings LP, an investment firm focused on partnering with technology-enabled services companies. Previously, she was Chairman of VEON Ltd., an international telecommunications and technology company, from 2017 to 2020, during which time she served as Executive Chairman from March 2018 to December 2018,

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and was Chief Executive Officer from 2018 to 2020. Ms. Burns was Chairman of Xerox Corporation from 2009 to 2017 and Chief Executive Officer from 2009 to 2016, prior to which she advanced through many engineering and management positions after joining the company in 1980. U.S. President Barack Obama appointed Ms. Burns to help lead the White House national program on Science, Technology, Engineering and Math (STEM) from 2009 to 2016, and she served as chair of the President’s Export Council from 2015 to 2016 after serving as vice chair from 2010 to 2015. Ms. Burns currently serves on the board of directors of Uber Technologies, Inc. and IHS Holdings Limited. She previously served on the board of directors of Exxon Mobil Corporation from November 2012 to May 2023, Plum Acquisition Corp. I from February 2021 to July 2023, American Express Company from 2004 to 2018, Nestle S.A. from 2017 to April 2021, VEON Ltd. from 2017 to 2020, and Xerox Corporation from 2007 to 2017. Ms. Burns was selected to serve on our board of directors due to her extensive corporate leadership roles at large international companies, depth and breadth of experience serving on public company boards and her financial, technology and governance expertise.

Fawn Weaver became a director of the Company in April 2021. Ms. Weaver is the founder and has served as the Chief Executive Officer of Uncle Nearest, Inc. since October 2016. Ms. Weaver also serves as the Chief Executive Officer of Grant Sidney, Inc. since March 2010. Ms. Weaver is also the founder and chairman of the Nearest Green Foundation and served as an Executive Board Member of Meet Each Need with Dignity and Slavery No More from January 2014 to December 2019. Ms. Weaver was selected to serve on our board of directors because of her experience as a chief executive officer and her business acumen.

Stephen Evans became a director of the Company in May 2014. Mr. Evans is a Managing Director of Silver Lake. Prior to joining Silver Lake in 2008, Mr. Evans was a Principal at Cognetas, a pan-European private equity firm. Previously, Mr. Evans spent five years at Bain & Company, based both in Europe and the United States. Mr. Evans is a director of Australian Professional Leagues (APL), Diamond Baseball Holdings, Equinox, Integrity Marketing Group, Michael Cassel Group, New Zealand Rugby Commercial and TEG, and is a member of the audit committee at City Football Group. Mr. Evans previously served on the boards of Ancestry, Learfield and Serena Software. Mr. Evans holds an M.A. and an M.Phil. from Cambridge University and an M.B.A. from Harvard Business School. Mr. Evans was selected to serve on our board of directors because he provides valuable insight on strategic and business matters, stemming from his extensive executive and management experience.

Jacqueline D. Reses became a director of the Company in August 2021. Ms. Reses currently serves as the Chief Executive Officer and Chairwoman of the Board of Lead Bank, a commercial bank focused on technology enabled banking products. Ms. Reses previously served as Executive Chairperson of Square Financial Services LLC, and Capital Lead at Block, Inc. (NYSE), a publicly traded financial services company, from October 2015 to October 2020. From February 2016 to July 2018, she also served as people lead at Block, Inc. From September 2012 to October 2015, Ms. Reses served as Chief Development Officer for Yahoo! Inc. Prior to Yahoo, Ms. Reses served as Partner and head of the U.S. media group at Apax Partners Worldwide LLP, which she joined in 2001. Ms. Reses currently serves on the board of directors of Affirm Holdings, Inc. (Nasdaq), Nu Holdings Ltd. (Nubank) (NYSE) and TaskUs, Inc. (Nasdaq). Ms. Reses previously served on the board of directors of ContextLogic Inc. (Nasdaq) (as Executive Chair), Alibaba Group Holdings Limited (Nasdaq), and Social Capital Hedosophia Holdings Corp. I, Social Capital Hedosophia Holdings Corp. III and Pershing Square Tontine Holdings, Ltd., each of which is a former public special purpose acquisition company. Ms. Reses received a bachelor’s degree in economics with honors from the Wharton School of the University of Pennsylvania. Ms. Reses was selected to serve on our board of directors because of her various senior level roles at multinational companies and service on other public company boards.

Executive Officers

Ariel Emanuel, whose biography is set forth above in the section entitled “Directors, Executive Officers and Controlling Persons of the Company — Directors”.

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Patrick Whitesell, whose biography is set forth above in the section entitled “Directors, Executive Officers and Controlling Persons of the Company — Directors”.

Mark Shapiro has served as President of the Company since December 2018 and President and Chief Operating Officer of the Company since April 2023. He is also the President and Chief Operating Officer of TKO, and became a director of TKO in September 2023. TKO is majority owned and controlled by Endeavor. Mr. Shapiro previously served as the Co-President of the Company from November 2016 and as Chief Content Officer of the Company from September 2014 to November 2016. Prior to that, Mr. Shapiro served in various executive positions at Dick Clark Productions from May 2010 to September 2014, including as Chief Executive Officer and as Executive Producer. From February 2006 through May 2010, he served as a Director, President and Chief Executive Officer of Six Flags Entertainment Corporation (NYSE) and worked for ESPN as Executive Vice President of Programming and Production from 2002 to 2006. Mr. Shapiro currently serves as a member of the board of trustees of Equity Residential (NYSE) and as member of the board of directors for EverPass Media and Fifth Season. He also serves as the Chairman of Captivate Network. Mr. Shapiro previously served as a member of the board of directors of Live Nation Entertainment, Inc. (NYSE), Frontier Communications Corporation (Nasdaq), Papa Johns International, Inc. (Nasdaq) and Bright Lights Acquisition Corp., formerly a public special purpose acquisition company. Mr. Shapiro is a graduate of University of Iowa.

Jason Lublin is the Chief Financial Officer of the Company and has served in that position since January 2017. He previously served as the Chief Operating Officer of the Company since July 2014 and as Chief Operating Officer of William Morris Endeavor Entertainment, LLC since December 2013. Prior to that, Mr. Lublin served as the Chief Financial Officer of The Endeavor Agency, L.L.C. since joining in 2007 until December 2013. He previously held the position of President of IMG College. He has previously worked for Broadband Sports, Coopers & Lybrand, Plan Ahead LLC and Rexford Funding. Mr. Lublin is a graduate of the University of Wisconsin-Madison and obtained his Masters in Business Administration from the University of Southern California.

Seth Krauss is the Chief Administrative Officer & Senior Counsel to the Board of Directors and Senior Management of the Company and has served in that position since January 2024. Prior to this, Mr. Krauss served as the Company’s Chief Legal Officer from June 2014 until October 2023, and as Chief Legal and Administrative Officer from October 2023 to December 2023. Mr. Krauss is also the Chief Legal and Administrative Officer of TKO. TKO is majority owned and controlled by Endeavor. From March 2007 to June 2014, he served as the Executive Vice President and General Counsel of Take Two Interactive Software Inc. (Nasdaq). From March 2004 through March 2007, he served in the Legal and Compliance Division of Morgan Stanley, first as Vice President and Counsel and then as Executive Director and Counsel. From 1995 until joining Morgan Stanley in March 2004, Mr. Krauss served as an Assistant District Attorney and Senior Investigative Counsel in the New York County District Attorney’s Office. Mr. Krauss currently serves as a member of the board of directors of the Minority Corporate Counsel Association. He previously served as a member of the board of directors of the Center for Family Representation and as a member of the board of trustees of Duke University in Durham, North Carolina. Mr. Krauss graduated with a Bachelor of Arts both in History and in Political Science from Duke University and a Juris Doctor from the Washington University in St. Louis School of Law.

Controlling Persons

Ariel Emanuel, whose biography is set forth above in the section entitled “Directors, Executive Officers and Controlling Persons of the Company — Directors”. The business address of Mr. Emanuel is c/o Endeavor Group Holdings, Inc., 9601 Wilshire Boulevard, 3rd Floor, Beverly Hills, CA 90210.

Patrick Whitesell, whose biography is set forth above in the section entitled “Directors, Executive Officers and Controlling Persons of the Company — Directors”. The business address of Mr. Whitesell is c/o Endeavor Group Holdings, Inc., 9601 Wilshire Boulevard, 3rd Floor, Beverly Hills, CA 90210.

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Executive Holdcos, as described above in the section entitled “The Parties to the Merger Agreement” beginning on page [●]. None of the Executive Holdcos has, to the knowledge of the Executive Holdcos, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws. Each Executive Holdco is managed and controlled by a board of directors consisting of Ariel Emanuel and Patrick Whitesell.

Silver Lake West HoldCo, L.P. (“West HoldCo”) a Delaware limited partnership, which is funded by its limited partners, SLP West Holdings, L.L.C., SLP West Holdings II, L.L.C., SLP West Holdings III, L.P., SLP West Holdings Co-Invest, L.P., SLP West Holdings Co-Invest II, L.P., Silver Lake Partners IV DE (AIV III) – A, L.P., SLP West Holdings IV, L.P., Silver Lake Partners IV DE (AIV III), L.P., SL SPV-1, L.P. and Silver Lake Technology Investors IV (Delaware II), L.P., each of which is a Delaware limited partnership or Delaware limited liability company. West HoldCo was formed on June 7, 2021 for the purpose of holding interests in OpCo. West HoldCo has not carried on any business, conducted any operations or incurred any liabilities or obligations, other than those incidental to its formation and in connection with the holding of interests in OpCo or otherwise related thereto.

Silver Lake West HoldCo II, L.P. (“West HoldCo II”), a Delaware limited partnership, which is funded by its limited partners, SLP IV West Feeder I, L.P., SLP IV West Feeder I – A, L.P., SLP IV Basquiat Feeder I, L.P., SLP IV Basquiat Feeder I – A, L.P., SLP West Holdings Co-Invest Feeder II, L.P., Silver Lake Partners VI DE (AIV), L.P., Silver Lake Technology Investors VI, L.P. and SL SPV-1 Feeder I, L.P., each of which is a Delaware limited partnership. West HoldCo II was formed on June 7, 2021 for the purposes of holding interests in the Company. West HoldCo II has not carried on any business, conducted any operations or incurred any liabilities or obligations, other than those incidental to its formation and in connection with the holding of interests in the Company or otherwise related thereto.

Silver Lake West Voteco, L.L.C., (together with West HoldCo and WestHoldCo II the “SLP Filing Entities”) a Delaware limited liability company, is the general partner of Silver Lake West HoldCo, L.P. and Silver Lake West HoldCo II, L.P.

Each of the SLP Filing Entities has the address and phone number set forth below:

2775 Sand Hill Road, Suite 100

Menlo Park, California 94025

650-233-8120

Set forth below for each officer of the foregoing SLP Holding Entities, is his or her respective principal occupation or employment, the name of the organization in which such occupation or employment is conducted and the five-year employment history of each such person and country of citizenship, each of whom has the business address set forth above.

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No SLP Holder and none of their officers listed above has, to the knowledge of the SLP Holders, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

Other SLP Entity Filers

We refer to the following SLP Entities, collectively, as “Additional SLP Filing Entities”:

SLP Wildcat Aggregator GP, L.L.C., a Delaware limited liability company, is the general partner of Wildcat OpCo Holdco, L.P. and Wildcat EGH Holdco, L.P.

Silver Lake Partners VI, L.P., a Delaware limited partnership, is a private investment fund whose alternative investment vehicles own an indirect interest in the Parent Entities and Merger Subs.

Silver Lake Partners VII, L.P., a Delaware limited partnership, is a private investment fund whose alternative investment vehicles own an indirect interest in the Parent Entities and Merger Subs.

SL SPV-4, L.P., a Delaware limited partnership, is a private investment fund that owns an indirect interest in the Parent Entities and Merger Subs.

Silver Lake Technology Associates VI, L.P., a Delaware limited partnership, is the general partner of Silver Lake Partners VI, L.P.

Silver Lake Technology Associates VII, L.P., a Delaware limited partnership, is the general partner of Silver Lake Partners VII, L.P. and is the managing member of SLP Wildcat Aggregator GP, L.L.C.

SLTA SPV-4, L.P., a Delaware limited partnership, is the general partner of SL SPV-4, L.P.

SLTA VI (GP), L.L.C., a Delaware limited liability company, is the general partner of Silver Lake Technology Associates VI, L.P.

SLTA VII (GP), L.L.C., a Delaware limited liability company, is the general partner of Silver Lake Technology Associates VII, L.P.

SLTA SPV-4 (GP), L.L.C., a Delaware limited liability company, is the general partner of SLTA SPV-4, L.P.

Silver Lake Group, L.L.C., a Delaware limited liability company, is the managing member of SLTA SPV-4 (GP), L.P., SLTA VI (GP), L.L.C. and SLTA VII (GP), L.L.C.

Each of the Additional SLP Filing Entities has the address and phone number set forth below:

2775 Sand Hill Road, Suite 100

Menlo Park, California 94025

650-233-8120

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Set forth below for each managing member of Silver Lake Group, L.L.C. is his or her respective principal occupation or employment, the name of the organization in which such occupation or employment is conducted and the five-year employment history of each such person and country of citizenship, each of whom has the business address set forth above.

No Additional SLP Filing Entity and none of their officers listed above has, to the knowledge of the Additional SLP Filing Entities, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

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THE SPECIAL FACTORS

Background of the Mergers

The Endeavor Agency, L.L.C. was founded in 1995 by Ariel Emanuel and several partners. In 2009, The Endeavor Agency, L.L.C. merged with William Morris Agency, LLC, forming William Morris Endeavor Entertainment, LLC (“WME”). Following the consummation of that merger, Mr. Emanuel and Patrick Whitesell became WME’s Co-Chief Executive Officers. In May 2012, affiliates of Silver Lake Group, L.L.C. (such affiliates collectively and together with Silver Lake Group, L.L.C., “Silver Lake”) made a strategic minority investment in WME, the first of several investments by affiliates of Silver Lake in the Company and its affiliates. Over the next eight years, WME continued to expand its business through, among other things, M&A activity, including its 2014 acquisition of IMG Worldwide and its 2016 acquisition, together with affiliates of Silver Lake and certain other co-investors, of the Ultimate Fighting Championship (“UFC”), as well as additional equity investments from affiliates of Silver Lake (among other investors), which ultimately led to the formation of Endeavor Operating Company, LLC (“OpCo”), a holding company of the expanding business. As a result of its pre-IPO investments in support of the M&A activity described above, Silver Lake acquired a significant ownership interest in OpCo, resulting in OpCo being controlled by Silver Lake and Messrs. Emanuel and Whitesell.

On April 28, 2021, in connection with the IPO, shares of Class A Common Stock started trading on the New York Stock Exchange at a price per share of $24.00 and, pursuant to an internal reorganization, OpCo became an indirect subsidiary of the Company through an “Up-C” structure. Concurrently with the IPO, Silver Lake sold its equity interests in UFC to the Company and OpCo in exchange for additional equity interests in the Company and OpCo and acquired additional shares of Class A Common Stock pursuant to a private placement investment. Following the IPO and the foregoing related transactions, Silver Lake controlled approximately 68% of the voting interests of the Company. Additionally, as part of the reorganization transactions that occurred at the time of the IPO, 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 as further described in the Company’s public filings (including its IPO prospectus) and as set forth in its Amended and Restated Certificate of Incorporation. The Executive Committee is comprised of Mr. Emanuel, Mr. Whitesell and Silver Lake’s director designees, currently Egon Durban and Stephen Evans. As a result of such delegation, the Executive Committee exerts significant control over the Company’s operations by acting as the governing body of the Company (subject only to applicable laws, rules, regulations and certain approvals required by committees of the Board) with full authority to approve many actions customarily required to be approved by, or reserved for approval by, a board of directors under Delaware law. The consent of the representatives of Silver Lake serving on the Executive Committee is required for certain actions, including, among other things, dispositions of certain assets of the Company and any merger, consolidation or sale of the Company.

Since the IPO, the Board and the Executive Committee, together with the Company’s management team, regularly review and evaluate the Company’s performance and operations, financial condition and opportunities and growth prospects in light of current business and economic conditions, as well as overall trends in the market, across a range of scenarios and potential future developments in the industries in which it operates. These reviews and evaluations typically include (without limitation and as applicable) various potential opportunities for acquisitions, dispositions, commercial partnerships, or other strategic combinations, and the operation and performance of various business units.

On July 11, 2023, the Executive Committee held a meeting, which was attended by members of Company management and representatives of Latham & Watkins LLP (“Latham”), outside counsel to the Company. At this meeting, the Executive Committee discussed, in light of the anticipated fall closing of the UFC/WWE transaction (which led to the formation of a separate publicly traded company, TKO Group Holdings, Inc. (“TKO”)) and the Company’s sale in April 2023 of its IMG Academy business unit to BPEA EQT at a free cash flow multiple in excess of the free cash flow multiple implied by the trading price of the Class A Common Stock on the public markets, commencing a strategic review process with respect to the creation and optimization of value of the

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Company’s other business units. The Executive Committee discussed how the review process would analyze (i) the quality and growth potential of each of the Company’s other business units on a standalone basis, (ii) potential alternatives with respect to unlocking and maximizing stockholder value across each business unit within the Company’s portfolio and (iii) the optimized ownership structure for each such business unit, including from a cash flow and cost perspective (collectively, the “Strategic Review Workstreams”). At the close of this meeting, the Executive Committee directed Company management to prepare to progress the Strategic Review Workstreams for further discussion at subsequent meetings.

Following this meeting, in light of the amount of work needed to progress the Strategic Review Workstreams, the Company asked Silver Lake if it would be willing to provide additional resources to the Company. Silver Lake agreed to provide three employees to the Company through a secondment to assist management in carrying out the Strategic Review Workstreams. The Silver Lake secondees worked alongside the Company’s management team on these workstreams from July 28, 2023 to October 30, 2023. The secondees were subject to certain restrictions and obligations including that: (i) during the secondment period, the secondees would be on full-time secondment to the Company and would not work or perform services for Silver Lake in the performance of their services to the Company; (ii) the secondees’ work product would belong to the Company; and (iii) during the secondment period, the secondees would work under the supervision of Company personnel and would not be supervised by, or report to, any Silver Lake personnel or communicate with any Silver Lake personnel without the prior approval of the Executive Committee.

On August 28, 2023, the Executive Committee held a meeting to discuss the progress of the Strategic Review Workstreams with representatives of Company management, the Silver Lake secondees and Latham in attendance. At this meeting, management provided an overview of certain of the Company’s business units, along with preliminary financial information about each such business unit’s operations and prospects.

On September 21, 2023, the Executive Committee held a meeting to discuss the progress of the Strategic Review Workstreams with representatives of Company management, the Silver Lake secondees and Latham in attendance. At this meeting, management provided an overview of certain of the Company’s business units that were not previously discussed, along with preliminary financial information about each such business unit’s operations and prospects.

Between August 28 and December 7, 2023, Company management refined and prepared preliminary financial analyses relating to certain of the Company’s business units, including preliminary financial budgets for fiscal year 2024 and preliminary financial projections for years 2025 through 2028, which were shared with the members of the Executive Committee and the Board at various intervals in respect of each of the Company’s business units (together with the preliminary financial information and analyses presented at the August 28 and September 21 meetings, the “Preliminary Financial Models”). Following the preparation of the Preliminary Financial Models, Company management continued to refine and prepare various financial analyses relating to the Company’s business units with a view towards developing long-range financial forecasts for each of the Company’s business units for fiscal years 2024 through 2028, which would ultimately be shared with the Executive Committee.

On October 23, 2023, the Executive Committee determined it would be in the best interests of the Company and its stockholders to publicly announce an evaluation of strategic alternatives to ensure that the Company maximized value for its stockholders. The Executive Committee, however, determined that it was not open to a sale or disposition of the Company’s interests in TKO due to, among other reasons, Silver Lake’s lack of interest in entertaining bids for assets held by the Company at the time. The remaining members of the Board were subsequently apprised of the formal review of strategic alternatives of the Company.

On October 25, 2023, the Company announced its decision to initiate a formal review of strategic alternatives (the “Strategic Alternatives Review”). In accordance with the direction from the Executive Committee, the press release noted that the Strategic Alternatives Review expressly excluded any sale or disposition of the Company’s interests in TKO.

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Later on October 25, 2023, Silver Lake issued its own press release stating that (i) Silver Lake was working toward submitting a proposal to take the Company private, which would result in a de-listing and de-registration of the publicly traded securities of the Company (the “Silver Lake Announcement” and any such potential transaction between Silver Lake and the Company, a “Potential Transaction”) and (ii) 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. Because of Silver Lake’s position as a holder of a majority of the outstanding voting interests in the Company, coupled with Silver Lake’s affirmative control rights over the Company’s M&A activities as described above, Silver Lake’s announcement limited the Company’s ability to pursue a transaction (including a sale of itself or its business units) with buyers other than Silver Lake.

At the end of October 2023, members of the Executive Committee and Company management began discussions with Jacqueline Reses and Ursula Burns (collectively, the “Independent Directors”) about serving on a potential special committee of independent and disinterested directors to, among other things, review, evaluate and negotiate a Potential Transaction. As part of these discussions, the Independent Directors informed the Executive Committee that they would need to engage their own counsel to assist them with such matters. The Independent Directors decided to reach out to Cravath, Swaine & Moore LLP (“Cravath”) to discuss potentially retaining it in connection with such matters.

On November 2, 2023, the Independent Directors held a meeting via videoconference to discuss and consider certain organizational and other matters related to a Potential Transaction. A representative of Cravath attended the meeting. At the meeting, the representative of Cravath discussed with the Independent Directors the details of a Potential Transaction as reflected in the Silver Lake Announcement, including that Silver Lake had stated that it was not interested in selling its stake in the Company to a third party or entertaining bids for assets held by the Company. The representative of Cravath also reviewed with the Independent Directors various legal matters, including their fiduciary duties (including in the context of a potential “going private” transaction with a controlling stockholder), the Independent Directors’ role, the concepts of independence and disinterestedness under Delaware law and the possibility of conditioning a Potential Transaction on the affirmative vote of a majority of the minority stockholders (a “Majority of the Minority Vote”). The Independent Directors and representatives of Cravath held additional meetings via videoconference to further discuss these topics on November 3, 2023 and November 12, 2023.

Also on November 2, 2023, the Company, advised by Latham, entered into a confidentiality agreement with Silver Lake regarding a Potential Transaction, containing customary provisions. The confidentiality agreement did not contain “standstill” provisions or “don’t ask don’t waive” provisions.

Over the following weeks, the Executive Committee (including the representatives of Silver Lake serving on the Executive Committee) and the Independent Directors, as well as Cravath and Latham, continued to discuss the possible formation, mandate and authority of a special committee composed of the Independent Directors in connection with a Potential Transaction, including in light of the fact that Silver Lake had stated in the Silver Lake Announcement that it would not consider selling its stake in the Company to a third party or entertaining bids for assets held by the Company and a representative of Silver Lake also conveyed to a representative of Cravath that Silver Lake would not consider conditioning any Potential Transaction on a Majority of the Minority Vote.

On November 9, 2023, the Independent Directors informed the Company and representatives of Latham that they intended to engage Cravath as their legal counsel and as legal counsel to any special committee composed of the Independent Directors in connection with a Potential Transaction in light of, among other things, Cravath’s qualifications and experience in representing special committees in similar contexts and its absence of engagements with Silver Lake (including its portfolio companies) or the Company. Representatives of Cravath then sent a draft engagement letter to the Company and representatives of Latham. The Independent Directors subsequently engaged Cravath to represent them and any special committee composed of the Independent Directors formed by the Executive Committee in connection with a Potential Transaction. Over the subsequent

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weeks, the Independent Directors and Cravath continued to discuss with the Executive Committee and Latham finalizing the formation of a special committee and matters incidental thereto, although Silver Lake had indicated that it was not prepared for such a committee to be formed until Silver Lake was certain it would make a proposal.

Silver Lake was focused on securing the continued employment and/or Board service by the Company of Messrs. Emanuel and Whitesell and Mark Shapiro, President and COO of the Company, in pursuing a Potential Transaction in light of their expertise and familiarity with the Company’s operations, as well as their technical skills, reputations and relationships in the media and entertainment industry. Representatives of Silver Lake communicated this view to representatives of the Company and the Executive Committee. Because Silver Lake would only proceed with a Potential Transaction (which would be costly and time consuming to negotiate) if it could agree with Messrs. Emanuel, Whitesell and Shapiro on terms with regard to their post-transaction employment arrangements, Silver Lake decided to progress these discussions with Messrs. Emanuel, Whitesell and Shapiro before having further discussions about other terms of a Potential Transaction, including price.

During November and December 2023, Silver Lake, Messrs. Emanuel and Whitesell and their respective counsels (Debevoise & Plimpton LLP (“Debevoise”), as legal counsel to Mr. Emanuel, and Freshfields Bruckhaus Deringer LLP (“Freshfields”), as legal counsel to Mr. Whitesell), engaged in preliminary discussions regarding the terms of Messrs. Emanuel’s and Whitesell’s post-transaction employment and associated potential arrangements with the Company and Silver Lake, including the potential rollover of a portion of their equity interests in a Potential Transaction. During or around this same time frame, Silver Lake engaged in preliminary discussions with Mr. Shapiro regarding his post-transaction employment and associated potential arrangements with the Company, including the potential rollover of a portion of his equity interests in a Potential Transaction. In order to facilitate the foregoing discussions, the parties prepared non-binding illustrative term sheets (the “Employment Term Sheets”). At the end of December 2023, Silver Lake substantially paused discussion of the arrangements with Messrs. Emanuel, Whitesell and Shapiro, without executing any definitive agreements with respect thereto, because it decided to prioritize its informational review and arranging the financing for a Potential Transaction.

Starting in December, 2023, Silver Lake invited representatives of potential financing sources, including Mubadala, to enter into confidentiality agreements with respect to a Potential Transaction.

On December 18, 2023, representatives of Silver Lake delivered a financial, tax, legal and accounting due diligence request list to representatives of the Company. On December 20, 2023, representatives of Simpson Thacher & Bartlett LLP (“STB”), acting as legal counsel to Silver Lake, delivered an updated version of the legal due diligence request list to representatives of Latham.

Between December 18, 2023 and until the announcement of the Transactions, Silver Lake and its advisors conducted pre-signing financial, tax, legal and accounting diligence with cooperation from the Company and its representatives.

On December 30, 2023, the Company provided Silver Lake and its advisors with access to a virtual data room containing financial, tax, legal and accounting diligence information relating to the Company.

On January 4, 2024, members of Company management delivered a presentation to representatives of Silver Lake and certain of Silver Lake’s potential financing sources with respect to the Company’s business, operations, management and financial performance, among other topics.

On January 12, 2024, representatives of Cravath held a meeting via videoconference with the Independent Directors to again discuss process matters incidental to the formation of a special committee composed of the Independent Directors in connection with a Potential Transaction including, among other matters, the

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engagement of a financial advisor by the Independent Directors (which would also serve as financial advisor to any such special committee). The Independent Directors, together with input from the representatives of Cravath, discussed and considered several potential independent financial advisors, including, among others, Centerview Partners LLC (“Centerview”). Following such discussion, the Independent Directors determined that they would discuss with Centerview the possibility of Centerview acting as financial advisor in light of, among other things, its qualifications and experience in advising special committees in similar contexts and their understanding that Centerview had only limited engagements with Silver Lake (including its portfolio companies) or the Company (which understanding was subsequently confirmed in the written relationship disclosures received from Centerview). The Independent Directors also determined to request an update from the Executive Committee on what was transpiring between the Company and Silver Lake and the timing of forming a special committee.

On January 17, 2024, Cravath sent the Company a draft of an indemnity letter from Centerview in connection with the potential engagement of Centerview by the Independent Directors or any special committee composed of the Independent Directors formed by the Executive Committee (the “CVP Indemnity Letter”). Over the following day, Company management, representatives of Cravath, representatives of Latham and representatives of Centerview negotiated the CVP Indemnity Letter. The CVP Indemnity Letter was subsequently executed on January 19, 2024.

Also on January 19, 2024, representatives of Centerview had a preliminary informational meeting with the Independent Directors and Cravath, during which representatives of Centerview discussed their expectations regarding the potential process involved in a Potential Transaction. Later on January 19, 2024, Cravath shared a draft of a confidentiality agreement (the “CVP NDA”) with the Company and representatives of Latham. Between January 19, 2024 and February 20, 2024, representatives of Cravath, representatives of Latham and representatives of Centerview negotiated the CVP NDA (which CVP NDA was subsequently executed on February 26, 2024). Immediately following the execution of the CVP NDA, representatives of Cravath and Centerview were provided access to the same electronic data room containing Company information that Silver Lake was previously provided access to. On January 21, 2024, representatives of Centerview provided to the Independent Directors (via Cravath) written disclosures of relationships between Centerview, on the one hand, and Silver Lake (including its portfolio companies) and the Company, and certain of their respective affiliates, on the other hand.

On January 25, 2024, representatives of Latham and Cravath discussed whether the Executive Committee would commit to enter into a Potential Transaction only with the prior favorable recommendation of the special committee.

On January 26, 2024 and February 2, 2024, representatives of Cravath and Centerview met with the Independent Directors via videoconference to discuss the status of the potential formation of a special committee composed of the Independent Directors to evaluate a Potential Transaction, including the proposed mandate and authority of such a special committee, the possibility of conditioning a Potential Transaction on a Majority of the Minority Vote and other incidental matters.

Later on February 2, 2024, representatives of Cravath contacted Wachtell, Lipton, Rosen & Katz, special legal counsel to Silver Lake, to discuss the authority and role of any special committee as it related to the Executive Committee and any decision by the Executive Committee to approve a Potential Transaction or not. The representatives of Cravath communicated that the Independent Directors believed it was important that any such special committee be empowered to “say no”.

During the week of February 12, 2024, Mr. Durban informed the Independent Directors that the Executive Committee would agree that the proposed special committee would be empowered to recommend for or against a Potential Transaction and the Executive Committee would commit not to approve any such Potential Transaction without the favorable recommendation of the special committee. 

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On February 16, 2024, representatives of Cravath and Centerview met with the Independent Directors via videoconference to provide a status update and discuss various matters related to the formation of a special committee composed of the Independent Directors (including, among others, the scope of the special committee’s mandate and authority and the possibility of conditioning a Potential Transaction on a Majority of the Minority Vote) and other matters related to the Potential Transaction. Representatives of Cravath noted that the Executive Committee agreed that a special committee would be empowered to say “no” and that the special committee could continue to press for additionally conditioning a Potential Transaction on a Majority of the Minority Vote. The representatives of Cravath and Centerview also discussed the importance of Centerview having a sufficient amount of time to prepare and present a preliminary financial analysis before the proposed special committee received a financial proposal from Silver Lake. They also discussed the risks and potential implications of leaks and the desirability of focusing on Centerview’s review of the Company’s financial information and transaction agreement negotiations in advance of negotiating price.

On February 20, 2024, Mr. Durban met with the Independent Directors via telephone to discuss certain initial matters in connection with a Potential Transaction, including Silver Lake’s transaction thesis and potential financing sources. Also during this meeting, Mr. Durban expressed that Silver Lake would not agree to condition a Potential Transaction on a Majority of the Minority Vote.

On February 21, 2024, representatives of Cravath sent Centerview’s initial information request list to representatives of Latham, which Latham provided to Company management, and requested a meeting with Company management. Later on February 21, 2024, Mr. Durban met with the Independent Directors to discuss certain matters in connection with a Potential Transaction, including the formation of a special committee and the prospective timeline to negotiate such Potential Transaction.

Beginning on February 21, 2024 and until the announcement of the Transactions, Company management provided the Independent Directors and Centerview with various financial materials, including the Preliminary Financial Models.

On February 22, 2024, representatives of Cravath sent representatives of Latham a draft of a proposed engagement letter with respect to Centerview’s potential engagement as financial advisor to the Independent Directors or any special committee composed of the Independent Directors formed by the Executive Committee in connection with a Potential Transaction. Between February 22, 2024 and March 12, 2024, the Independent Directors and representatives of Cravath, with input from Latham, negotiated the engagement letter with Centerview, which engagement letter was ultimately executed on March 12, 2024.

Also on February 22, 2024, after continuing to refine and prepare various financial analyses relating to the Company’s business units (including the Preliminary Financial Models and subsequent financial analyses), members of Company management sent to the Executive Committee updated management projections for each of the Company’s business units, which incorporated actual fiscal year 2023 results and fiscal year 2024 budget, as well as Company management’s definitive financial forecasts for fiscal years 2024 through 2028 and certain extrapolations based on these fiscal years based on Company management’s latest view of the business (the “Final Financial Model”). For a description of the Final Financial Model, see the section entitled “The Special Factors — Certain Company Financial Forecasts” beginning on page [ ● ].

On February 23, 2024, representatives of Cravath and Centerview met with the Independent Directors to discuss status updates on ongoing discussions and to plan next steps.

Later on February 23, 2024, the Executive Committee unanimously adopted resolutions to establish a special committee composed solely of the Independent Directors (the “Special Committee”), each of whom the Executive Committee had determined to be independent (under Delaware law) from Silver Lake and independent and disinterested with respect to a Potential Transaction, in order to assist the Executive Committee in fulfilling its responsibilities relating to the Strategic Alternatives Review. The Executive Committee delegated to the

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Special Committee the authority to (i) review, evaluate and negotiate the terms of any proposal relating to a Potential Transaction (or, as an alternative, review, consider and evaluate whether the Company should continue to operate as a standalone independent entity), but not the authority to review, evaluate or negotiate any other transaction other than the Potential Transaction, (ii) meet with Company management, members of the Executive Committee and outside advisors engaged by the Company or the Special Committee on a regular basis, (iii) make a determination as to whether a proposal relating to any Potential Transaction and any definitive agreements with respect to any Potential Transaction are fair to, and in the best interests of, the Company, its stockholders and the equityholders of Manager and OpCo and (iv) if the Special Committee deems appropriate, make a recommendation to the Executive Committee (or, if applicable, the Board) for or against the approval of the Potential Transaction and the execution and delivery of the definitive documentation providing for the Potential Transaction. The Executive Committee further resolved that neither the Executive Committee nor the Board would approve a Potential Transaction with Silver Lake without a prior favorable recommendation by the Special Committee.

Also on February 23, 2024, Company management approved the Final Financial Model and directed that it be provided to the Executive Committee. On February 24, 2024, members of Company management sent the Executive Committee the Final Financial Model.

On February 26, 2024, representatives of Latham shared with representatives of Cravath the Employment Term Sheets which had originally been prepared to facilitate negotiations between Messrs. Emanuel, Whitesell and Shapiro, on the one hand, and Silver Lake, on the other hand.

On February 27, 2024, members of Company management delivered a presentation to the representatives of Centerview (with representatives of Cravath and Latham and one member of the Special Committee attending) with respect to the Company’s historical business, operations, management and financial performance and the Final Financial Model, among other topics.

On February 29, 2024, members of Company management sent the Executive Committee a variance analysis highlighting certain material differences between information set forth in one of the Preliminary Financial Models and the Final Financial Model (the “Variance Analysis” and, together with the Preliminary Financial Models and the Final Financial Model, the “Financial Projections”). For a description of the Financial Projections, see the section entitled “The Special Factors—Certain Company Financial Forecasts” beginning on page [ ● ].

Following the formation of the Special Committee, representatives of STB had discussions with each of Debevoise and Freshfields, the respective counsels of Mr. Emanuel and Mr. Whitesell, regarding the timing of a Potential Transaction, noting that Silver Lake was going to provide draft documents governing the terms upon which Messrs. Emanuel and Whitesell would each rollover a portion of their equity interests in a Potential Transaction as well as their post-transaction employment and associated arrangements with the Company and Silver Lake and commence negotiation of those documents. On March 1, 2024, Messrs. Emanuel and Whitesell and certain of their respective affiliated investment entities (together with the SLP Holders, the “Reporting Persons”) filed amendment No. 5 to the Schedule 13D initially filed by them on May 13, 2021 disclosing that such Reporting Persons were engaging in, and intended to continue engaging in, communications, discussions and negotiations with Silver Lake regarding a Potential Transaction, including the treatment of their and certain of their affiliates’ investments in the Company and arrangements with the Company and Silver Lake in the event a Potential Transaction were to occur.

On March 4, 2024, representatives of Silver Lake and Company management held a meeting via videoconference to discuss the Final Financial Model and the Variance Analysis, with representatives of Latham in attendance. Following this meeting, the Executive Committee approved the Final Financial Model and the Variance Analysis and directed that they be provided to the Special Committee and its advisors. 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.

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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.

On March 8, 2024, the Special Committee convened a meeting via videoconference with representatives of Centerview and Cravath in attendance. The representatives of Cravath discussed certain legal matters with the Special Committee, including the Special Committee’s purpose, mandate and authority and the fiduciary duties of the members of the Special Committee. The representatives of Centerview provided the Special Committee with an overview of Centerview’s preliminary findings with respect to the Company. The representatives of Centerview also discussed certain financial information and performance metrics of the Company and provided an overview of certain key outstanding questions and a potential overall transaction timeline.

On March 10, 2024, STB delivered to Cravath and Latham an initial draft of the Merger Agreement for the Potential Transaction. The draft Merger Agreement contemplated, among other things: (i) that the aggregate merger consideration would be financed through equity and debt financing; (ii) approval of the Transactions by Silver Lake (and certain other stockholders), acting via written consent; (iii) a termination fee equal to a to-be-negotiated percentage of the equity value of the Company implied by the transaction value, to be paid under certain specified circumstances, including in connection with a change of recommendation by the Executive Committee; (iv) a termination fee equal to 4% of the equity value of the Company implied by the merger consideration payable by the Parent Entities to the Company to be paid under certain specified circumstances, including if the Parent Entities breach the Merger Agreement in a manner that causes a failure of a closing condition (and the Parent Entities fail to cure such breach within the applicable cure period) or fail to obtain the required debt financing and (v) a covenant requiring the Company Entities to sell certain assets to be identified by the Parent Entities during the period between signing and closing, if directed to do so by the Parent Entities. The initial draft of the Merger Agreement did not include the price per share to be paid to the Company’s equityholders in connection with the Potential Transaction or contemplate that the Potential Transaction would be conditioned on a Majority of the Minority Vote.

From March 10, 2024 until the signing of the definitive transaction agreements, Silver Lake and its representatives (including STB), on the one hand, and the Special Committee and its advisors (including Centerview and Cravath) and the Company and its advisors (including Latham), on the other hand, negotiated the terms of the Merger Agreement. For a summary of the final terms of the Merger Agreement, see the section entitled “The Merger Agreement” beginning on page [ ● ].

On March 13, 2024, the Special Committee met via videoconference with representatives of Cravath and representatives of Centerview. Representatives of Centerview provided a status update on its ongoing review of the Company’s financial information and discussed its preliminary views with the members of the Special Committee. Next, representatives of Cravath discussed the draft Merger Agreement with the Special Committee, including (i) the absence of a Majority of the Minority Vote condition and other closing conditions, (ii) termination rights and termination fees, (iii) deal protection provisions and (iv) other representations, warranties and covenants.

On March 17, 2024, Cravath and Latham delivered a revised draft of the Merger Agreement to STB. Among other things, the revised draft of the Merger Agreement prepared by Cravath and Latham: (i) proposed that the Potential Transaction be conditioned on a Majority of the Minority Vote; (ii) reflected certain changes to the representations and warranties and to the nature and scope of the interim operating covenants applicable to the Company between signing and closing, including an exception to the interim operating covenants to permit the Company to pay dividends to holders of Class A Common Stock; (iii) reflected an increase of the termination fee payable by the Parent Entities to the Company under certain circumstances from 4% to 8% of the equity value of the Company implied by the merger consideration, and expanded the circumstances under which such fee is payable to include termination by the Company for the Parent Entities’ failure to deliver a written consent approving the Transactions within twelve hours after the execution of the Merger Agreement and termination by

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the Company or the Parent Entities in the event the parties fail to obtain required regulatory approvals prior to the outside date for the Potential Transaction; (iv) expanded the scope of the Parent Entities’ obligations to obtain required regulatory approvals (including gaming regulatory approvals) prior to closing; (v) removed the asset sale covenant described above; (vi) provided that actions taken by or at the direction of directors affiliated with Silver Lake and members of management who proposed to “rollover” equity interests in the Potential Transaction would not constitute a Company breach of the Merger Agreement under certain circumstances; and (vii) provided that the Special Committee would be the party controlling Company rights under certain provisions related to deal protection and exercise of Company rights.

On March 17, 2024, representatives of STB, at the direction of Silver Lake, informed representatives of Cravath that Silver Lake had rejected the Special Committee’s request to condition the Potential Transaction on a Majority of the Minority Vote.

During the subsequent weeks through April 2, 2024, representatives of Cravath and Latham, on the one hand, and representatives of STB, on the other hand, discussed and negotiated the Merger Agreement and certain ancillary documents with respect to the Potential Transaction and exchanged several drafts of the Merger Agreement and such ancillary documents.

On March 19, 2024, Cravath and Latham delivered an initial draft of the Company Disclosure Letter and Voting and Support Agreement to STB. From March 19, 2024 until the signing of the definitive agreements, the parties negotiated the final terms of the Company Disclosure Letter and the Voting and Support Agreement.

Also on March 19, 2024, STB provided to Debevoise and Freshfields initial drafts of the definitive documentation regarding the potential rollovers and post-closing arrangements for each of Messrs. Emanuel and Whitesell. From this date through the signing of definitive agreements, representatives of STB and Silver Lake discussed and negotiated (i) with Mr. Emanuel and representatives of Debevoise and (ii) with Mr. Whitesell and representatives of Freshfields, the terms of the definitive documents that would govern their respective rollovers and post-closing arrangements. On March 21, 2024, STB provided an initial draft of a proposed employment agreement for Mr. Shapiro to Akin Gump Strauss Hauer & Feld LLP (“Akin”), as legal counsel to Mr. Shapiro. On March 22, 2024, STB provided Akin with an initial draft of a proposed rollover agreement for Mr. Shapiro. For the final terms of such arrangements reflecting the foregoing negotiations, including the incentives provided to Messrs. Emanuel and Shapiro for the sale of certain assets that could occur during the interim period, see the section entitled “Other Agreements — Other Management Documents” beginning on page [ ● ].

On March 21, 2024, the Special Committee convened a meeting via videoconference with representatives of Centerview and Cravath in attendance to discuss the Company’s proposed treatment of outstanding equity awards in the Potential Transaction and discuss Centerview’s ongoing review of the Company’s financial information. After discussion, the Special Committee approved sharing with Silver Lake the Company’s draft equity award treatment proposal, but maintained that the Special Committee would ultimately make a final determination as to the treatment of equity awards as part of its assessment of the Potential Transaction and in light of all the terms of such Potential Transaction. Next, the representatives of Centerview provided the Special Committee with an update regarding its review of the Company’s financial information. Representatives of Centerview also provided the Special Committee with an update on additional information gathering that Centerview was performing, including ongoing discussions with Company management about current expectations and structure (including implications on Tax Receivable Agreement (as defined in the Merger Agreement) payment expectations and the use of net operating losses).

On March 23, 2024, representatives of STB provided an initial draft of the Equity Commitment Letter and an initial draft of the Limited Guarantee to representatives of Latham and Cravath. From March 23, 2024 through the signing of the definitive agreements, the parties negotiated the final terms of the Equity Commitment Letter and Limited Guarantee.

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On March 25, 2024, the Special Committee convened a meeting via videoconference with representatives of Centerview and Cravath in attendance. Representatives of Cravath provided an update on the status of and key open points in various transaction documents, including the Merger Agreement, employment arrangements, Equity Commitment Letter and Limited Guarantee, including: (i) Silver Lake’s transaction financing plan, (ii) the fact that Silver Lake had not yet identified specific regulatory approvals applicable to a Potential Transaction, (iii) the definition of material adverse effect, (iv) Silver Lake’s proposal that the closing be conditioned on the receipt of certain unspecified third party consents, (v) the absence of a Majority of the Minority Vote requirement, (vi) the proposed “inside” and “outside” dates for closing, (vii) the absence of a proposed size of the “Company termination fee”, (viii) the proposed size of the “reverse termination fee” and the circumstances in which it would be payable, (ix) the regulatory efforts covenant, (x) Silver Lake’s proposal requiring the Company to pursue certain asset sales, (xi) covenants relating to the interim operations of the Company, stockholder litigation, financing and financing cooperation, (xii) the extent to which actions taken by certain affiliates of the buyer group (deemed to be “designated individuals”) would be taken into account in determining whether the Company had breached its covenants or representations and warranties under the Merger Agreement and (xiii) the role of the Special Committee in enforcement and defense of the Merger Agreement. Representatives of Centerview provided an update on Centerview ongoing review of the Company’s financial information.

On March 27, 2024, representatives of STB provided an initial draft of the Debt Commitment Letter to representatives of Latham and Cravath. From March 27, 2024 through the signing of the definitive agreements, the parties negotiated the final terms of the Debt Commitment Letter.

Between March 27, 2024 and the signing of the definitive agreements on April 2, 2024, representatives of Centerview, at the direction of the Special Committee, and Mr. Durban spoke numerous times to discuss various matters related to the Potential Transaction, including the status of financing sources and the potential timeline for negotiating and signing a Potential Transaction.

From March 28, 2024 until the signing of the definitive agreements, Mr. Emanuel called members of the Special Committee on several occasions and conveyed his support for the Special Committee process and a Potential Transaction.

On March 28, 2024, the Special Committee met via videoconference with representatives of Centerview and Cravath to discuss process updates and the status of various transaction documents, including the Merger Agreement. The representatives of Cravath noted that the parties remained apart on many of the issues described at the March 25, 2024 meeting of the Special Committee, including those related to deal certainty.

On March 29, 2024, the Special Committee met via videoconference with representatives of Centerview and Cravath to discuss the status of negotiations and key terms of the Merger Agreement, including Silver Lake’s proposal regarding regulatory approvals necessary to close the Transactions and potential alternative approaches.

Later on March 29, 2024, the Company delivered to representatives of Centerview an analysis of the unlevered free cash flow of the Company (including the approximately 51% equity interest in TKO held by the Company (such interest of TKO, “Owned TKO”)) allocable to the holders of the Diluted Securities (as defined below) (such analysis, the “FCF Allocation”). For a description of the FCF Allocation, see the section entitled “The Special Factors — Certain Company Financial Forecasts” beginning on page [ ● ].

Later on March 29, 2024, the Special Committee met again with representatives of Centerview and Cravath to discuss Centerview’s review of the Company’s financial information. The representatives of Centerview then presented Centerview’s preliminary financial analyses of the Company on the basis of the Final Financial Model and FCF Allocation. For more information regarding Centerview’s final valuation analyses, which were presented to the Special Committee on April 2, 2024 and were determined by the Special Committee to be substantially the same as the analyses presented on March 29, 2024 (but with the inclusion of a graphic

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demonstrating the offer value per share of the Final Offer (as defined below)), see the section entitled “The Special Factors — Opinion of Centerview — Summary of Centerview Financial Analysis” beginning on page [ ● ]. The representatives of Cravath also reviewed with the Special Committee the potential timeline for signing and announcing the Transactions and factors that would influence such timeline.

Later on March 29, 2024, Silver Lake submitted a proposal to the Company to acquire 100% of the outstanding equity interests of the Company (other than equity interests to be rolled over by Silver Lake or Company management), at a price per share of $24.50 payable in cash (the “March 29 Proposal”), which proposal assumed the entry into satisfactory management agreements with each of Mr. Emanuel, Mr. Whitesell and Mr. Shapiro substantially concurrently with the execution of the Merger Agreement. The proposal represented a 38% premium to the unaffected share price of $17.72 per share at market close on October 25, 2023, and a 37% premium to the Company’s unaffected five-day VWAP of $17.88, in addition to being a 5% discount to Company’s trading price as of the close of business earlier that day, and a 0%, 0% and 1% premium to 30-, 60- and 90-day VWAP, respectively, of the Company’s shares as of March 29, 2024.

In the morning on March 30, 2024, Karen King, the Chief Legal Officer of Silver Lake, contacted a representative of Cravath to discuss certain open terms in the Merger Agreement. Throughout March 30, 2024, and until the signing of the definitive agreements, Ms. King and a representative of Cravath periodically communicated to negotiate terms of the transaction documents and discuss process matters related to the Potential Transaction.

Later in the morning on March 30, 2024, the Special Committee convened a meeting with representatives of Centerview and Cravath in attendance to discuss the Merger Agreement and certain other transaction agreements and the March 29 Proposal. Representatives of Cravath discussed with the Special Committee certain key open issues in the drafts of the Merger Agreement and other transaction agreements, as well as potential alternatives to Silver Lake’s proposal in respect of gaming regulatory approvals. The representatives of Centerview summarized the March 29 Proposal and presented their preliminary financial analyses of such proposal. Following this meeting, and at the direction of the Special Committee, representatives of Centerview informed Silver Lake that the Special Committee had rejected the March 29 Proposal, but that the Special Committee would be willing to consider a Potential Transaction at a price of $31.50 per share, in cash.

In the afternoon on March 30, 2024, a representative of Cravath met with the Special Committee to discuss certain open issues in the transaction agreements, including: (i) the treatment of gaming regulatory approvals (including for purposes of the closing conditions and regulatory efforts covenant), (ii) the “outside date” in the Merger Agreement, (iii) Silver Lake’s proposal that the Company be required to pursue sales of certain assets of the Company if directed to do so by the Parent Entities, (iv) the fact that, under the terms of the draft debt commitment letter, the Parent Entities’ debt commitments would be reduced if the Company completed certain specified assets sales, without any obligation for the Parent Entities to replace those commitments if the asset sales occurred prior to closing, and (v) the treatment of the Parent Entities’ proposed preferred equity financing under the transaction documents.

Later on March 30, 2024, Silver Lake submitted a revised proposal to the Company to acquire 100% of the outstanding equity interests of the Company (other than equity interests to be rolled over by Silver Lake or Company management), increasing the proposed price per share from $24.50 to $25.75 in cash (the “March 30 Proposal”). The revised proposal represented a 45% premium to the unaffected share price of $17.72 per share at market close on October 25, 2023, and a 44% premium to the Company’s unaffected five-day VWAP of $17.88, in addition to being a 0% premium to Company’s trading price as of the close of business on March 29, 2024, and a 5%, 5% and 6% premium to 30-, 60- and 90-day VWAP, respectively, of the Company’s shares as of March 29, 2024.

In the evening on March 30, 2024, following receipt of the March 30 Proposal, the Special Committee convened a meeting with representatives of Centerview and Cravath in attendance to discuss and consider the

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March 30 Proposal. During the meeting, the Special Committee determined to reject the March 30 Proposal and instructed the representatives of Centerview to conduct further analyses of the March 30 Proposal. After receiving an unsolicited call from Mr. Durban during the meeting, a representative of Centerview, at the direction of the Special Committee, informed Mr. Durban that the Special Committee was disappointed with the March 30 Proposal. Also at the meeting, Cravath discussed with the Special Committee certain legal matters, including open issues in the Merger Agreement that had been discussed at the Special Committee’s meeting that afternoon and the definition of “material adverse effect” and associated disclosures to be made by the Company.

In the morning on March 31, 2024, the Special Committee convened a meeting to discuss the March 30 Proposal and next steps. The representatives of Centerview presented certain preliminary financial analyses of the March 30 Proposal requested by the Special Committee the prior day. The Special Committee then discussed a potential counteroffer and, on the basis of the discussion, directed the representatives of Centerview to make a counterproposal on the Special Committee’s behalf of $30.50 per share to Silver Lake. The representatives of Cravath also provided an update on the status of various transaction documents, and noted Silver Lake had reiterated its position that it would not accept a Majority of the Minority Vote closing condition. Subsequently, representatives of Centerview presented the Special Committee’s counterproposal to Mr. Durban, who responded by indicating that he had conferred with Silver Lake’s proposed preferred equity and other financing sources and believed that Silver Lake could increase its proposed purchase price-per share from $25.75 (as reflected in the March 30 Proposal) to $27.00.

Later in the morning on March 31, 2024, the Special Committee met two times to review Silver Lake’s oral proposal, which was subsequently followed by a written offer to acquire 100% of the outstanding equity interests of the Company (other than equity interests to be rolled over by Silver Lake or Company management) for $27.00 in cash. In between the meetings, Mr. Emanuel called a member of the Special Committee to convey his support for the Potential Transaction and, during the call, informed such Special Committee member of his understanding that Silver Lake’s financing sources would not support a purchase price in the range of $28.00 per share or above. At the second of these meetings, the Special Committee, following deliberation and discussion, directed representatives of Centerview to counter with a price between $29.00 and $29.50 per share, contingent on agreement on other deal terms.

Throughout the remainder of March 31, 2024, at the direction of the Special Committee, representatives of Centerview spoke with Mr. Durban and Silver Lake’s advisors to communicate the Special Committee’s counterproposal and to negotiate price. During the course of these conversations, Mr. Durban indicated that Silver Lake’s authority from its limited partners did not permit it to offer a headline purchase price that exceeded $27.50 per share and that, in addition, Silver Lake did not believe that the Company’s implied value supported such a price. The Special Committee also convened three additional meetings with representatives of Centerview and representatives of Cravath to discuss the ongoing negotiations regarding price and transaction terms.

Throughout the day on April 1, 2024, the Special Committee convened four meetings to discuss the Potential Transaction and the ongoing negotiations with respect thereto. Among the matters discussed were the factors in favor of and against the Potential Transaction at a price of $27.50 per share. The Special Committee also considered that the Reporting Persons had stated that they would make public disclosures on Schedule 13D/A the following day, Tuesday April 2, 2024, and the risk that additional negotiations could cause Silver Lake to abandon the negotiations and the Potential Transaction altogether. The members of the Special Committee also considered alternative mechanisms for obtaining value for the Public Stockholders. Among the potential alternatives to an increase in the headline purchase price considered was a requirement that the Company pay dividends to the Company’s stockholders after the signing of the Merger Agreement and prior to the closing of the Transactions. Because Silver Lake had previously refused to grant the Company the right to declare or pay dividends to the Company’s public stockholders between signing and closing (and the Special Committee and the Company had accepted this position during the course of negotiations), and Silver Lake had also stated during negotiations that it did not intend to permit the Company to declare or pay any such dividends, any such dividends would represent additional economic value for the Public Stockholders.

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Also throughout the day on April 1, 2024, at the direction of the Special Committee, the representatives of Cravath and Centerview had numerous discussions with Silver Lake, members of Company management, STB and Latham to negotiate and discuss a potential dividend to be paid between signing and closing to the public stockholders and certain other transaction terms.

Later on April 1, 2024, following several such discussions, Silver Lake submitted a proposal to acquire 100% of the outstanding equity interests of the Company, other than (and contingent on) equity interests that are rolled over by Silver Lake or certain members of Company management, (i) at a per-share price of $27.50 plus (ii) a commitment by the Company to pay regular quarterly dividends during the period between the signing of definitive transaction agreements and the closing of the Transactions, in a per-share amount equal to $0.06, with a guarantee that at least four such dividend payments would be made to Company stockholders even if less than four quarters elapsed before the Transactions closed (the “Final Offer” and, clauses (i) and (ii) collectively, the “Public Stockholder Consideration”). For more information regarding the obligation of the Company to pay dividends, see the section entitled “The Merger Agreement — Dividends” beginning on page [ ● ].

Following receipt of the Final Offer, the Special Committee convened a meeting on April 1, 2024, with representatives of Centerview and Cravath in attendance. Representatives of Centerview discussed the Final Offer and discussion of the factors for and against accepting the Final Offer among the Special Committee and its advisors ensued. After deliberation, the Special Committee unanimously determined to accept the Final Offer, subject to the satisfactory resolution of the outstanding transaction terms (including in respect of the Parent Entities’ financing commitments in the event of pre-closing asset sales), which determination was communicated by a member of the Special Committee to Mr. Durban.

During the remainder of April 1, 2024 and throughout the course of the morning of April 2, 2024, the Special Committee’s, the Company’s and Silver Lake’s advisors finalized the Merger Agreement, each of the exhibits to the Merger Agreement, the disclosure schedules and each of the ancillary documents to be entered into in connection therewith. In the final Merger Agreement, Silver Lake agreed that if the debt commitments under the debt commitment letter were reduced upon the Company completing certain specified assets sales, the Parent Entities would replace those commitments. Additionally on April 1, 2024, representatives of Centerview provided to the Special Committee (via Cravath) updated written disclosures of its relationships with Silver Lake (including its portfolio companies), the Company and certain of their respective affiliates.

Early in the morning on April 2, 2024, the Special Committee convened a meeting via videoconference with the representatives of Centerview and Cravath attending. The representatives of Cravath reviewed with the members of the Special Committee their fiduciary duties and other legal matters relevant to a potential take-private of the Company. The representatives of Cravath then reviewed with the Special Committee the terms of the draft Merger Agreement and other transaction documents for the Potential Transaction. The representatives of Centerview then reviewed with the Special Committee Centerview’s financial analyses of the Public Stockholder Consideration (using materials substantially similar to those reviewed with the Special Committee on March 29, 2024), and rendered to the Special Committee an oral opinion, which was subsequently confirmed by delivery of a written opinion dated such date that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken in preparing its opinion, the Public Stockholder Consideration to be paid to the holders of the outstanding shares of Class A Common Stock (other than Opinion Excluded Shares) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. For a more detailed discussion of Centerview’s opinion see the section entitled “The Special Factors — Opinion of Centerview” beginning on page [ ● ].

Later in the morning on April 2, 2024, the Special Committee held a meeting via videoconference with representatives of Cravath and Centerview in attendance to review and discuss the changes to the terms of the transaction documents.

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Even later in the morning on April 2, 2024, the Special Committee held another meeting via videoconference with representatives of Cravath and Centerview in attendance. At the meeting, Cravath reviewed and discussed with the Special Committee the final forms of the Merger Agreement and each of the other transaction documents to be entered into in connection therewith, which final forms had been provided to the Special Committee. The Special Committee also reviewed the updated relationship disclosures of its relationships with Silver Lake (including its portfolio companies), the Company and certain of their respective affiliates provided by Centerview the prior day. Following further discussion and consideration, including consideration of the reasons in favor of the Mergers described the section below entitled “The Special Factors — Recommendation of the Executive Committee; Reasons for the Mergers” beginning on page [ ● ], the Special Committee determined to recommend in favor of the Potential Transaction and unanimously adopted resolutions recommending that the Executive Committee (i) approve the Merger Agreement and the Transactions, including the Mergers, (ii) recommend the adoption and approval of the Merger Agreement and the Transactions, including the Mergers, by the stockholders of the Company and (iii) approve the execution, delivery and performance by the Company, Manager and OpCo of the Merger Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth therein.

Immediately following the meeting of the Special Committee, a meeting of the Executive Committee was convened. The attendee directors were Messrs. Emanuel, Whitesell, Durban and Evans. Representatives of Latham were also in attendance. The representatives of Latham reviewed with the Executive Committee the principal terms of the proposed Merger Agreement, Voting and Support Agreement, Shapiro Employment Agreement Amendment, Shapiro Employment Agreement, Emanuel Letter Agreement and Whitesell Letter Agreement. Representatives of Latham also noted that Messrs. Emanuel and Whitesell were each represented by independent counsel during the negotiations of the proposed Transactions and the foregoing documents (including the Emanuel Letter Agreement and the Whitesell Letter Agreement, as applicable) and accordingly were fully informed of all negotiations and material terms thereof. Representatives of Latham then reviewed the fiduciary duties owed by the members of the Executive Committee to the Company’s stockholders in connection with the proposed Transactions under Delaware law. Representatives of Latham further noted that each member of the Executive Committee had disclosed its respective conflicts of interest regarding the Potential Transaction and then reviewed with the Executive Committee the Amendment No. 3 to the Executive Committee Charter, pursuant to which the members of the Executive Committee agreed that they would not be required to recuse themselves from the meeting of the Executive Committee to approve the Potential Transaction notwithstanding their respective conflicts of interest. The representatives of Latham then informed the members of the Executive Committee that the Special Committee had concluded their negotiations and unanimously determined that the Merger Agreement and the Transactions were advisable, fair and in the best interests of the Company and its public stockholders and recommended that the Executive Committee approve the Merger Agreement and the Transactions and recommend the adoption and approval thereof to the stockholders of the Company. After discussion, the Executive Committee, acting upon the unanimous recommendation of the Special Committee, (i) determined that the terms of the Merger Agreement and the transactions contemplated thereby, including the Mergers, are fair to and in the best interests of the Company and its public stockholders, (ii) declared the Merger Agreement and transactions contemplated thereby advisable, (iii) adopted and approved the Merger Agreement and approved the execution and delivery by the Company of the Merger Agreement and the other agreements and document to be entered into in connection therewith, the performance by the Company of its covenants and agreements contained therein and the consummation of the Mergers and the Transactions upon the terms and subject to the conditions set forth therein, (iv) resolved to recommend the adoption of the Merger Agreement and approval of the Mergers and the other transactions contemplated by the Merger Agreement by the stockholders of the Company and (v) directed that the Merger Agreement be submitted to the stockholders of the Company entitled to vote for its adoption, which could be by written consent of the requisite stockholders in lieu of a meeting in accordance with Section 228 of the DGCL.

Later on April 2, 2024, the Company Entities, Parent Entities, Merger Subs and the other parties thereto executed the Merger Agreement and the other applicable transaction documents. Shortly thereafter, the Company halted trading of its stock and the Company and Silver Lake issued a joint press release announcing the

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Transactions. Shortly following the execution of the Merger Agreement, Silver Lake delivered to the Company a written consent approving the Merger Agreement and the Transactions.

On May 16, 2024, representatives of Centerview provided to the Special Committee (via Cravath) supplemental written disclosures of its relationships with the Original Preferred Equity Investors and certain of their affiliates.

On July 30, 2024, the Special Committee met via videoconference with representatives of Cravath to review a draft of this information statement. The Special Committee also reviewed the supplemental relationship disclosures previously provided by Centerview, and determined that such supplemental disclosures did not identify additional material relationships.

Recommendation of the Executive Committee; Reasons for the Mergers

At a meeting of the Executive Committee held on April 2, 2024, the Executive Committee, acting upon the recommendation of the Special Committee, considered and evaluated the Merger Agreement and the Transactions contemplated thereby, including the Mergers, and unanimously:

In the course of the Executive Committee making such determinations, the Executive Committee considered the following potentially positive factors, which are not intended to be exhaustive and are not presented in any relative order of importance:

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In the course of its deliberations, the Executive Committee also considered and balanced against the positive reasons a number of potentially negative factors concerning the Transactions, including the following factors, which are not intended to be exhaustive and are not presented in any relative order of importance:

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After taking into account all of the factors set forth above, as well as others, the Executive Committee determined that the potentially positive factors outweighed the potentially negative factors. The above discussion of the information and factors considered by the Executive Committee is not intended to be exhaustive but indicates the material matters considered. In reaching its determination and recommendation, the Executive Committee did not quantify, rank or assign any relative or specific weight to any of the foregoing factors, and individual members of the Executive Committee may have considered various factors differently. The Executive Committee did not undertake to make any specific determination as to whether any specific factor, or any particular aspect of any factor, supported or did not support its ultimate recommendation. The Executive Committee based its recommendation on the totality of the information presented. This explanation of the reasoning of the Executive Committee and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page [ ● ].

Recommendation of the Special Committee; Reasons for the Recommendation

On April 2, 2024, the Special Committee, acting with the advice and assistance of its own independent legal and financial advisors, reviewed, discussed and considered the Merger Agreement and the Transactions, including the Mergers, and unanimously (i) determined, among other things, that the Merger Agreement and the Transactions, including the Mergers, on the terms and subject to the conditions set forth in the Merger Agreement, were advisable, fair to and in the best interests of the Company and the Unaffiliated Stockholders and (ii) declared advisable the Merger Agreement and the Transactions, including the Mergers. The Special Committee further unanimously recommended that the Executive Committee:

Prior to and in reaching the unanimous determination described above, the Special Committee considered, in consultation with its own independent legal and financial advisors, the following potentially positive factors, among others, which are not intended to be exhaustive and are not presented in any relative order of importance:

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The Special Committee also considered certain factors relating to the procedural safeguards that it believes were and are present to ensure the fairness of the Merger Agreement, the Mergers and the other Transactions to the Unaffiliated Stockholders, including, among others, the factors discussed below, which are not presented in any relative order of importance. The Special Committee believes such factors support its determinations and recommendations and provide assurance of the procedural fairness of the Mergers:

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In the course of its deliberations and in reaching the determination described above, the Special Committee also considered, in consultation with its own independent legal and financial advisors, a variety of risks and other countervailing factors related to the Merger Agreement and the Mergers, including, among others, the following factors, which are not presented in any relative order of importance:

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The Special Committee also considered the fact that, despite its initial request that the closing of the Mergers be conditioned on the receipt of the affirmative vote of a “majority of the minority” of the Unaffiliated Stockholders, the Mergers are not conditioned on such a vote. In connection therewith, the Special Committee ultimately concluded that it was in the best interests of the Company and the Public Stockholders to enter into the Transactions (on the terms set forth in the Merger Agreement) without a Majority of the Minority Vote condition based on the following factors:

After taking into account all of the factors set forth above, as well as others, the Special Committee determined that the potentially positive factors outweighed the potentially negative factors. The foregoing discussion of the factors considered by the Special Committee is not intended to be exhaustive, but rather includes the material factors considered by the Special Committee. In reaching its determination and recommendation, and in view of the wide variety of factors considered by the Special Committee in connection with its evaluation of the Transactions and the complexity of these matters, the Special Committee did not consider it practical, and did not attempt, to quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision and did not undertake to make any specific determination as to whether any particular factor, or any particular aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the Special Committee. Rather, the Special Committee made its recommendation based on the totality of the information available to the Special Committee, including discussions with, and questioning of, the Company’s management and the Special Committee’s independent legal and financial advisors. In considering the factors discussed above, individual members of the Special Committee may have given different weights to different factors.

This explanation of the Special Committee’s reasons for its recommendations and other information presented in this section is forward-looking in nature and should be read in light of the factors described in the section of this information statement entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page [ ● ].

Required Stockholder Approval for the Mergers

Under Delaware law and the Company’s Charter, the adoption of the Merger Agreement by our stockholders required the affirmative vote or written consent of the holders of a majority of the aggregate voting power of the outstanding Shares entitled to vote thereon. As of April 2, 2024, the record date for determining stockholders of the Company entitled to vote on the adoption of the Merger Agreement, there were 301,600,215 shares of Class A Common Stock, 165,849,390 shares of Class X Common Stock and 225,897,909 shares of Class Y Common Stock outstanding, and there were no shares of Class B Common Stock or Class C Common

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Stock outstanding. Holders of Class A Common Stock and Class X Common Stock are entitled to one vote for each share held of record, and holders of Class Y Common Stock are entitled to 20 votes for each share held of record, in each case on all matters on which stockholders are entitled to vote generally, including adoption of the Merger Agreement.

On April 2, 2024, following the execution of the Merger Agreement, (a) the SLP Holders, which collectively on such date beneficially owned 91,976,482 shares of Class A Common Stock, 82,138,074 shares of Class X Common Stock, and 169,392,221 shares of Class Y Common Stock, and (b) the Management Holders, which collectively on such date beneficially owned 1,904,044 shares of Class A Common Stock, 47,503,695 shares of Class X Common Stock and 47,503,695 shares of Class Y Common Stock, together collectively beneficially owning a majority of the aggregate voting power of the outstanding Shares, delivered the Written Consent. No further action by any other Company stockholder is required under applicable law or the Merger Agreement (or otherwise) in connection with the adoption of the Merger Agreement. As a result, the Company is not soliciting your vote for the adoption of the Merger Agreement and will not call a stockholders’ meeting for purposes of voting on the adoption of the Merger Agreement. No action by the stockholders of the Company is required to complete the Mergers and all requisite corporate action by and on behalf of the Company Entities, the Parent Entities and the Merger Subs required to complete the Mergers has been taken.

When actions are taken by the written consent of less than all of the stockholders entitled to vote on a matter, Delaware law requires notice of the action be given to those stockholders who did not consent in writing to the action and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the record date for the action by consent. This information statement and the notice attached hereto constitute notice to you from the Company of the adoption of the Merger Agreement by the Written Consent as required by Delaware law.

Opinion of Centerview

On April 2, 2024, Centerview rendered to the Special Committee its oral opinion, which was subsequently confirmed in a written opinion dated such date, that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the Public Stockholder Consideration to be paid to the holders of the outstanding shares of Class A Common Stock (other than Opinion Excluded Shares) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

The full text of Centerview’s written opinion, dated April 2, 2024, which describes the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, is attached as Annex C and is incorporated herein by reference. The summary of the written opinion of Centerview set forth below is qualified in its entirety to the full text of Centerview’s written opinion attached as Annex C. Centerview’s financial advisory services and opinion were provided for the information and assistance of the Special Committee (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the Transactions and Centerview’s opinion only addressed the fairness, from a financial point of view, as of the date thereof, to the holders of the outstanding shares of Class A Common Stock (other than Opinion Excluded Shares) of the Public Stockholder Consideration to be paid to such holders pursuant to the Merger Agreement. Centerview’s opinion did not address any other term or aspect of the Merger Agreement or the Transactions, including the aggregate consideration to be paid pursuant to the Merger Agreement or the allocation among stockholders of the aggregate consideration to be paid pursuant to the Merger Agreement, and does not constitute a recommendation to any stockholder of the Company or any other person as to how such stockholder or other person should vote with respect to the Mergers or otherwise act with respect to the Transactions or any other matter.

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The full text of Centerview’s written opinion should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion.

In connection with rendering the opinion described above and performing its related financial analyses, Centerview reviewed, among other things (the following, collectively, “Internal Data”):

Centerview also participated in discussions with members of the senior management and representatives of the Company regarding their assessment of the Internal Data. In addition, Centerview reviewed publicly available financial and stock market data, including valuation multiples, for the Company and compared that data with similar data for certain other companies, the securities of which are publicly traded, in lines of business that Centerview deemed relevant, and took into account such other information as Centerview deemed appropriate.

Centerview assumed, without independent verification or any responsibility therefor, the accuracy and completeness of the financial, legal, regulatory, tax, accounting and other information supplied to, discussed with, or reviewed by Centerview for purposes of its opinion and, with the Special Committee’s consent, Centerview relied upon such information as being complete and accurate. In that regard, Centerview assumed, at the Special Committee’s direction, that the Internal Data (including, without limitation, the Forecasts) were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company as to the matters covered thereby and Centerview relied, at the Special Committee’s direction, on the Internal Data for purposes of Centerview’s analysis and opinion. Centerview expressed no view or opinion as to the Internal Data or the assumptions on which it was based. In addition, at the Special Committee’s direction, Centerview did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet or otherwise) of the Company, nor was Centerview furnished with any such evaluation or appraisal, and was not asked to conduct, and did not conduct, a physical inspection of the properties or assets of the Company. Centerview assumed, at the Special Committee’s direction, that the final executed Merger Agreement would not differ in any respect material to Centerview’s analysis or opinion from the Draft Merger Agreement reviewed by Centerview. Centerview also assumed, at the Special Committee’s direction, that the Transactions will be consummated on the terms set forth in the Merger Agreement and in accordance with all applicable laws and other relevant documents or requirements, without delay or the waiver, modification or amendment of any term, condition or agreement, the effect of which would be material to Centerview’s analysis or Centerview’s opinion and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Transactions, no delay, limitation, restriction, condition or other change will be imposed, the effect of which would be material to Centerview’s analysis or Centerview’s opinion. Centerview did not evaluate and did not express any opinion as to the solvency or fair value of the Company, or the ability of the Company to pay its obligations when they come due, or as to the impact of the Transactions on such matters, under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. Centerview is not a legal, regulatory, tax or accounting advisor, and Centerview expressed no opinion as to any legal, regulatory, tax or accounting matters.

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Centerview’s opinion expressed no view as to, and did not address, the Company’s underlying business decision to proceed with or effect the Transactions, or the relative merits of the Transactions as compared to any alternative business strategies or transactions that might be available to the Company or in which the Company might engage. Centerview’s opinion was limited to and addressed only the fairness, from a financial point of view, as of the date of Centerview’s written opinion, to the holders of the outstanding shares of Class A Common Stock (other than Opinion Excluded Shares) of the Public Stockholder Consideration to be paid to such holders pursuant to the Merger Agreement. For purposes of its opinion, Centerview was not asked to, and Centerview did not, express any view on, and its opinion did not address, any other term or aspect of the Merger Agreement or the Transactions, including, without limitation, the structure or form of the Transactions, or any other agreements or arrangements contemplated by the Merger Agreement or entered into in connection with or otherwise contemplated by the Transactions, including, without limitation, the fairness of the Transactions or any other term or aspect of the Transactions to, or any consideration to be received in connection therewith by, or the impact of the Transactions on, the holders of any other class of securities, creditors or other constituencies of the Company or any other party or the aggregate consideration to be paid pursuant to the Merger Agreement or the allocation among stockholders of the aggregate consideration to be paid pursuant to the Merger Agreement. In addition, Centerview expressed no view or opinion as to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to be paid or payable to any of the officers, directors or employees of the Company or any party, or class of such persons in connection with the Transactions, whether relative to the Public Stockholder Consideration to be paid to the holders of the outstanding shares of Class A Common Stock (other than Opinion Excluded Shares) pursuant to the Merger Agreement or otherwise. Centerview’s opinion was necessarily based on financial, economic, monetary, currency, market and other conditions and circumstances as in effect on, and the information made available to Centerview as of, the date of Centerview’s written opinion, and Centerview does not have any obligation or responsibility to update, revise or reaffirm its opinion based on circumstances, developments or events occurring after the date of Centerview’s written opinion. Centerview’s opinion does not constitute a recommendation to any stockholder of the Company or any other person as to how such stockholder or other person should vote with respect to the Mergers or otherwise act with respect to the Transactions or any other matter. Centerview’s financial advisory services and its written opinion were provided for the information and assistance of the Special Committee (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the Transactions. The issuance of Centerview’s opinion was approved by the Centerview Partners LLC Fairness Opinion Committee.

Summary of Centerview Financial Analysis

The following is a summary of the material financial analyses prepared and reviewed with the Special Committee in connection with Centerview’s opinion, dated April 2, 2024. The 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 in connection with its fairness opinion to the Special Committee. The summary set forth below does not purport to be a complete description of the financial analyses performed or factors considered by, and underlying the opinion of, Centerview, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by Centerview. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analyses summarized below should not be taken to be Centerview’s view of the actual value of the Company. Some of the summaries of the financial analyses set forth below include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses performed by Centerview. Considering the data in the tables below without considering all financial analyses or factors or the full narrative description of such analyses or factors, including the methodologies and assumptions underlying such analyses or factors, could create a misleading or incomplete view of the processes underlying Centerview’s financial analyses and its opinion. In performing its analyses, Centerview made numerous assumptions with respect to industry performance, general business and

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economic conditions and other matters, many of which are beyond the control of the Company or any other parties to the Transactions. None of the Company Entities, the Parent Entities, Executive Holdcos, the Merger Subs or Centerview or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of the Company do not purport to be appraisals or reflect the prices at which the Company may actually be sold. Accordingly, the assumptions and estimates used in, and the results derived from, the financial analyses are inherently subject to substantial uncertainty. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before March 28, 2024 (the second to last trading day before the public announcement of the Transactions) and is not necessarily indicative of current market conditions.

Selected Public Comparable Companies Analysis

Centerview performed a selected public companies analysis of the Company in which Centerview reviewed certain financial and stock market information relating to the Company, TKO and selected publicly traded companies that Centerview in its professional judgment deemed generally relevant for comparative purposes. Financial data of the selected companies were based on FactSet (a data source containing historical and estimated financial data), public filings and other publicly available information. Financial data of the Company and TKO was based on Internal Data, public filings and other publicly available information.

In the selected public companies analysis for the Company’s Owned Sports Properties (“OSP”) business, which includes Owned TKO, as of March 28, 2024, based on the Internal Data, Centerview reviewed enterprise values (calculated as fully-diluted market capitalization plus net debt, plus minority interests, less equity method investments) as a multiple of calendar year 2024 estimated EBITDA (“EV/CY2024 EBITDA”) of three selected publicly traded companies noted below (the “OSP Selected Companies”). The results are as follows:

In the selected public companies analysis for the Company’s Events, Experiences & Rights (“EE&R”) business, Centerview reviewed EV/CY2024 EBITDA multiples of three selected publicly traded companies noted below. The results are as follows:

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In the selected public companies analysis for the Company’s Representation business, Centerview reviewed EV/CY2024 EBITDA multiples of 12 selected publicly traded companies noted below. The results are as follows:

In the selected public companies analysis for the Company’s Sports Data & Technology (“SD&T”) business, Centerview reviewed EV/CY2024 EBITDA multiples of three selected publicly traded companies noted below. The results are as follows:

Based on the foregoing analyses and other considerations that Centerview deemed relevant in its professional judgment and experience, Centerview selected a reference range of EV/CY2024 EBITDA multiples of the Company’s OSP business (excluding Owned TKO) of 8.0x – 10.0x, the Company’s EE&R business of 10.0x – 12.0x, the Company’s Representation business of 10.0x – 13.0x and the Company’s SD&T business of 4.0x – 8.0x (together with the Company’s OSP business (excluding Owned TKO), EE&R business and Representation business, “Endeavor Ex-TKO”), calculated the weighted average of the reference ranges of each of the Company’s OSP business (excluding Owned TKO), EE&R business, Representation business and SD&T business, rounded to the nearest 0.5x, to derive a reference range of EV/CY2024 EBITDA multiples of Endeavor Ex-TKO of 9.5x – 12.0x. Centerview calculated such weighting based on the EBITDA of each business segment based on the Final Financial Model. In selecting these reference ranges, Centerview made qualitative judgments based on its experience and professional judgment concerning differences between the business, financial and operating characteristics and prospects of the Company’s OSP business (excluding Owned TKO), EE&R business, Representation business and SD&T business and the applicable selected companies that could affect the public trading values in order to provide a context in which to consider the results of the quantitative analyses.

Centerview applied Endeavor Ex-TKO’s reference range of EV/CY2024 EBITDA multiples to Endeavor Ex-TKO’s estimated 2024 calendar year EBITDA of approximately $523 million (from the Final Financial Model), to derive a range of implied total enterprise values for Endeavor Ex-TKO, and subtracted from this range of implied total enterprise values Endeavor Ex-TKO’s net debt and non-controlling interest as of December 31, 2023, as set forth in the Company’s public filings, which were directed by the Special Committee for Centerview to use in connection with this analysis, to derive a range of implied equity values for Endeavor Ex-TKO.

Based on the analyses on the OSP Selected Companies and other considerations that Centerview deemed relevant in its professional judgment and experience, Centerview selected the reference range of EV/CY2024

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EBITDA multiples of Owned TKO of 13.5x – 18.0x. Centerview applied the reference range of EV/CY2024 EBITDA multiples to Owned TKO’s estimated 2024 calendar year EBITDA of approximately $611 million (from the Final Financial Model), to derive a range of implied total enterprise values for Owned TKO, and subtracted from this range of implied total enterprise values approximately 51% of TKO’s net debt and redeemable non-controlling interest, as of December 31, 2023, as set forth in TKO’s public filings, which were directed by the Special Committee for Centerview to use in connection with this analysis, to derive a range of implied equity values for Owned TKO.

Combining the range of implied equity values of Endeavor Ex-TKO and Owned TKO, Centerview then multiplied the resulting range of total implied equity values by the economic ownership of the Company attributable to fully-diluted Class A Common Stock determined using the treasury stock method and taking into account outstanding Manager Membership Interests, Vested Company RSUs, Vested Company Options and Phantom Units, but excluding the OpCo Membership Interests and OpCo Profits Units, as of March 8, 2024, and as set forth in the Internal Data (the “Diluted Securities”), and then divided the resulting range by the number of the Diluted Securities, to derive an illustrative range of implied values per share of Class A Common Stock of $22.44 to $30.89.

Discounted Cash Flow Analysis

Centerview also performed a discounted cash flow analysis of the Company. A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset by calculating the “present value” of estimated future cash flows of the asset. “Present value” refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors. Centerview calculated the discounted cash flow of: (i) Endeavor Ex-TKO, (ii) Owned TKO, and (iii) benefit of tax shield from Endeavor Ex-TKO’s definite life depreciation and amortization (“D&A Tax Benefit”), (iv) benefit of tax shield retained by holders of the Diluted Securities with respect to a certain tax receivable agreement (“TRA Benefit”) and (v) benefit of tax shield from the Company’s net operating losses (“NOL Benefit” and, together with D&A Tax Benefit and TRA Benefit, “Tax Benefits”), in each case based on the Company’s public filings, Internal Data and FactSet as of March 28, 2024.

In evaluating Endeavor Ex-TKO, Centerview added the estimated present value of the projected Company Post-Tax Diluted Unlevered Free Cash Flow (as defined below) from calendar years ended December 31, 2024 through 2028 (from the FCF Allocation) to the estimated present value of an implied normalized terminal value of Endeavor Ex-TKO (calculated by Centerview applying the exit-based EBITDA multiples from 8.0x to 10.0x to a terminal year estimate of the EBITDA to be generated by Endeavor Ex-TKO, as reflected in the Final Financial Model) and deducted Endeavor Ex-TKO’s net debt and non-controlling interests attributable to the Diluted Securities as of December 31, 2023, based on the Company’s public filings, which were directed by the Special Committee for Centerview to use in connection with this analysis, discounted to December 31, 2023. Centerview selected the range of exit-based EBITDA multiples based on its professional judgment and experience, taking into account, among other matters, the Internal Data, trading multiples of the selected companies as described in “Selected Public Comparable Companies Analysis”, industry conditions and trends and market expectations regarding long-term real growth of gross domestic product and inflation. Discount rates ranging from 10.50% to 12.00% (reflecting Centerview’s analysis of Endeavor Ex-TKO’s weighted average cost of capital which was calculated using the Capital Asset Pricing Model and based on considerations that Centerview deemed relevant in its professional judgment and experience, taking into account certain metrics including levered and unlevered betas for comparable companies) and the mid-year convention were selected to derive a range of implied equity value for Endeavor Ex-TKO. Centerview then divided such range by the number of the Diluted Securities.

In evaluating Owned TKO, Centerview added the estimated present value of the projected TKO Post-Tax Diluted Unlevered Free Cash Flow (as defined below) from the calendar years ended December 31, 2024 through

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2028 (from the FCF Allocation) to the estimated present value of an implied terminal value of Owned TKO (calculated by Centerview applying the exit-based EBITDA multiples from 11.0x to 14.0x to a terminal year estimate of the EBITDA to be generated by Owned TKO, as reflected in the Final Financial Model) and deducted approximately 51% of TKO’s net debt and redeemable non-controlling interests attributable to the Diluted Securities as of December 31, 2023, based on TKO’s public filings, which were directed by the Special Committee for Centerview to use in connection with this analysis, discounted to December 31, 2023. Centerview selected the range of exit-based EBITDA multiples based on its professional judgment and experience, taking into account, among other matters, the Internal Data with respect to TKO, trading multiples of the selected companies as described in “Selected Public Comparable Companies Analysis”, industry conditions and trends and market expectations regarding long-term real growth of gross domestic product and inflation. Discount rates ranging from 9.50% to 11.00% (reflecting Centerview’s analysis of TKO’s weighted average cost of capital which was calculated using the Capital Asset Pricing Model and based on considerations that Centerview deemed relevant in its professional judgment and experience, taking into account certain metrics including levered and unlevered betas for comparable companies) and the mid-year convention were selected to derive a range of the implied equity value for Owned TKO. Centerview then divided such reference range by the number of the Diluted Securities.

In evaluating the Company’s D&A Tax Benefit, TRA Benefit and NOL Benefit, Centerview calculated the estimated present value of the projected unlevered free cash flow benefits of the Company’s Tax Benefits attributable to the Diluted Securities, which include, (i) for the D&A Tax Benefit, from the calendar years ended December 31, 2029 through 2043, (ii) for the TRA Benefit, from the calendar years ended December 31, 2024 through 2044 and (iii) for the NOL Benefit, from the calendar year ended December 31, 2024 through 2044, each based on the FCF Allocation and discounted to December 31, 2023. Discount rates ranging from 10.50% to 12.00% (reflecting Centerview’s analysis of the Company’s Ex-TKO’s weighted average cost of capital which was calculated using the Capital Asset Pricing Model and based on considerations that Centerview deemed relevant in its professional judgment and experience, taking into account certain metrics including levered and unlevered betas for comparable companies) and the mid-year convention were selected to derive a reference range of the present value of the applicable Tax Benefit. Centerview then divided such reference range by the number of the Diluted Securities.

Centerview calculated the sum of the five discounted cash flow values described above to generate a range of implied equity value for the Company per share of Class A Common Stock of $27.58 – $36.23.

Other Factors

Centerview noted for the Special Committee certain additional factors solely for reference and informational purposes only, including, among other things, the following:

General

The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to summary description. In arriving at its opinion, Centerview did not draw, in isolation, conclusions from or with regard to any factor or

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analysis that it considered. Rather, Centerview made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of the analyses.

Centerview’s financial analyses and opinion were only one of many factors taken into consideration by the Special Committee in its evaluation of the Transactions. Consequently, the analyses described above should not be viewed as determinative of the views of the Special Committee or management of the Company with respect to the Public Stockholder Consideration or as to whether the Special Committee would have been willing to determine that a different consideration was fair. The consideration for the Transactions paid to the holders of the outstanding shares of Class A Common Stock was determined through arm’s-length negotiations between the Company and the Parent Entities and was approved by the Special Committee. Centerview provided advice to the Special Committee during these negotiations. Centerview did not, however, recommend any specific amount of consideration to the Company or the Special Committee or that any specific amount of consideration constituted the only appropriate consideration for the Transactions.

Centerview is a securities firm engaged directly and through affiliates and related persons in a number of investment banking, financial advisory and merchant banking activities. In the two years prior to the date of its written opinion, except for its engagement by the Special Committee in connection with the Transactions, Centerview had not been engaged to provide financial advisory or other services to the Company, and had not received any compensation from the Company during such period. 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. In the two years prior to the date of its written opinion, Centerview was engaged to provide financial advisory services unrelated to the Company to a portfolio company of Sponsor in connection with certain strategic matters, and it received less than $3 million in compensation for such services. In March 2024, Centerview served as financial advisor to Equinox Group LLC (“Equinox”) in connection with a strategic investment by affiliates of Sponsor and other investment firms in Equinox, and Centerview received between $5 million and $10 million in compensation from Equinox for such services. 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 Original Preferred Equity Investors, and Centerview did not receive any compensation from the Original Preferred Equity Investors during such period. Centerview is currently engaged to provide financial advisory services unrelated to the Company to an affiliate of Mubadala Capital (the “Affiliated Investor”), which is an affiliate of Thirty Fifth Investment Company L.L.C., an Original Preferred Equity Investor, and Centerview has received $250,000 in compensation from the Affiliated Investor for such services. Centerview expects to receive less than $7.5 million in additional compensation from the Affiliated Investor in connection with such engagement in the future. Centerview may provide financial advisory and other services to or with respect to the Company, the Parent Entities, Sponsor, the Original Preferred Equity Investors or their respective affiliates, including portfolio companies of Sponsor, in the future, for which Centerview may receive compensation. In addition, David W. Dorman, a member of the Board of Directors of Dell Technologies, Inc. (“Dell Technologies”), an affiliate of Sponsor, is a partner in the ultimate general partner and the manager of Centerview Capital Technology Fund (Delaware), L.P. and Centerview Capital Technology Fund-A (Delaware), L.P., together with a related employee fund (collectively, “Centerview Capital Technology”), which are growth equity investment funds focused on the technology sector. Certain partners of Centerview Partners LLC are partners (either directly or indirectly) in the ultimate general partner and the manager of Centerview Capital Technology, and serve on Centerview Capital Technology’s investment committee. Centerview Partners LLC provides certain back-office support to Centerview Capital Technology. Mr. Dorman has no ownership interest in, and is not an employee of, Centerview Partners LLC. Certain (i) of Centerview’s and its affiliates’ directors, officers, members and employees, or family members of such persons, (ii) of its affiliates or related investment funds and (iii) investment funds or other persons in which any of the foregoing may have financial interests or with which they may co-invest, may at any time acquire, hold, sell or trade, in debt, equity and other securities or financial instruments (including derivatives, bank loans or other obligations) of, or investments in, the Company, the Parent Entities, Sponsor, the Original Preferred Equity Investors or any of their respective affiliates, including portfolio companies of Sponsor, or any other party that may be involved in the Transactions.

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The Special Committee selected Centerview as its financial advisor in connection with the Transactions based on, among other things, Centerview’s qualifications and experience in advising special committees in similar contexts and the Special Committee’s understanding that Centerview had only limited engagements with the Company, and the Sponsor (including its portfolio companies), consistent with the foregoing. Centerview is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Transactions.

In connection with Centerview’s services as the financial advisor to the Special Committee, the Company has agreed to pay Centerview an aggregate fee of $54 million, $3 million of which was payable upon the signing of the engagement letter, $3 million of which was payable upon the rendering of Centerview’s opinion and $48 million of which is payable contingent upon consummation of the Transactions. In addition, the Company has agreed to reimburse certain of Centerview’s expenses arising, and to indemnify Centerview against certain liabilities that may arise, out of Centerview’s engagement by the Special Committee.

Other Presentations by Centerview

In addition to the presentation made to the Special Committee on April 2, 2024, which will be filed with the SEC as an exhibit to the Schedule 13E-3 and is described above, a copy of the preliminary presentations presented or delivered by Centerview to the Special Committee on March 8, 2024, March 21, 2024, March 29, 2024, March 30, 2024 (two preliminary presentations) and March 31, 2024 containing preliminary financial analyses also is attached as an exhibit to such Schedule 13E-3.

A summary of these preliminary presentations is provided below. The following summaries, however, do not purport to be a complete description of these preliminary presentations or of the preliminary financial analyses performed by Centerview.

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The foregoing summary, however, does not purport to be a complete description of such preliminary presentations or of the preliminary financial analyses performed by Centerview. Such preliminary presentations by Centerview do not constitute, or form the basis of, an opinion of Centerview with respect to the considerations payable under the Merger Agreement, including the aggregate consideration to be paid pursuant to the Merger Agreement or the allocation among stockholders of the aggregate consideration to be paid pursuant to the Merger Agreement, and the preliminary financial analyses therein were based on economic, monetary, market and other conditions as in effect on, and the information made available to Centerview as of, the date of the presentation.

Certain Company Financial Forecasts

The Company does not generally publish its business plans and strategies or make external disclosures of its anticipated financial position or results of operations, other than for providing, from time to time, estimates of certain expected financial results and operational metrics in its regular annual and quarterly earnings press releases and other investor materials.

The Company is especially wary of making financial forecasts or projections for extended earnings periods due to the unpredictability of the underlying assumptions and estimates and does not prepare five-year forecasts or projections in the ordinary course of business. However, in connection with its evaluation of the Mergers and other strategic alternatives available to the Company, the Executive Committee reviewed, among other things, certain unaudited, financial forecasts developed by the Company’s management with respect to (i) the Preliminary Financial Models, (ii) the Final Financial Model, (iii) the Variance Analysis and (iv) the FCF Allocation. The Financial Projections were made available to Centerview and Silver Lake. The 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 in connection with its fairness opinion to the Special Committee, as described in the section entitled “The Special Factors — Opinion of Centerview” beginning on page [ ● ]. The Financial Projections were developed under the assumption of the Company’s continued standalone operation and did not give effect to any changes or expenses attributable solely to the proposed Mergers or reflect any effects of the Mergers or the effect of the failure of the Mergers to be consummated.

The material items from the Variance Analysis, the Final Financial Model and the FCF Allocation included in this information statement (together, the “Included Financial Analyses”) have been prepared by the Company’s management and are subjective in many respects. The Included Financial Analyses were not prepared with a view to public disclosure and the material items are included in this information statement only because such information was made available to the Special Committee and Silver Lake as described below. The Included Financial Analyses were not prepared with a view to compliance with the published guidelines of the SEC regarding projections and forward-looking statements or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Furthermore, the Included Financial Analyses do not take into account any circumstances or events that were not contemplated by the Company’s management prior to the date that any such Included Financial Analysis was prepared, including the Mergers. The information reflected in the Included Financial Analyses is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this information statement are cautioned not to place undue reliance on this information. Although this material summary of the Included Financial Analyses is presented with numerical specificity, the forecasts reflect numerous variables, assumptions and estimates as to future events made by the Company’s management that the Company’s management believed were reasonable at the time any such Included Financial Analyses was prepared, taking into account the relevant information available to the Company’s management at the time. However, such variables, assumptions and estimates are inherently uncertain and many are beyond the control of the Company’s management. Because the Included Financial Analyses cover multiple years, by their nature, they become subject to greater uncertainty with each successive year. The Included Financial Analyses reflect numerous estimates and assumptions with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to the Company’s business, all of which are

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difficult to predict and many of which are beyond the Company’s control. As a result, the Included Financial Analyses may not be realized and actual results may be significantly higher or lower than projected. The information reflected in the Included Financial Analyses is subjective in many respects and thus is susceptible to multiple interpretations and periodic revisions based on actual experience and business developments.

As such, the Included Financial Analyses constitute forward-looking information and are subject to risks and uncertainties, including the various risks set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024 and the other reports filed by the Company with the SEC, as well as the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page [ ● ]. Neither the Company’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to any Included Financial Analyses contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, any Included Financial Analysis.

The inclusion herein of any Included Financial Analysis should not be regarded as an indication that the Company, the Special Committee, the Executive Committee, the Company’s management, Centerview and Silver Lake or any other recipient of this information considered, or now considers, any Included Financial Analysis to be predictive of actual future results.

Except to the extent required by applicable federal securities laws, the Company does not intend, and expressly disclaims any responsibility, to update or otherwise revise any Included Financial Analysis to reflect circumstances existing after the date when the Company’s management prepared any Included Financial Analysis, as applicable, or to reflect the occurrence of future events or changes in general economic or industry conditions, even in the event that any of the assumptions underlying any Included Financial Analysis are shown to be in error. None of the Company, the Special Committee, the Executive Committee, the Company’s management, Centerview, Silver Lake or any of its affiliates, advisors, officers, directors or representatives has made or makes any representation to any Company stockholder or other person regarding the ultimate performance of the Company compared to the information contained in any Included Financial Analysis or that any Included Financial Analysis will be achieved.

The Included Financial Analyses, each described below, were made available to the Special Committee in connection with its consideration of the Mergers, to Centerview in connection with its financial analyses and Centerview’s written opinion and to Silver Lake in connection with its consideration of the Mergers and the Transactions. The Preliminary Financial Models were also made available to the Special Committee, Centerview and Silver Lake. Following the Company’s management’s preliminary preparation of the Preliminary Financial Models, the Company continued to evaluate the assumptions used to prepare the Preliminary Financial Models. In February 2024, the Company further evaluated its Preliminary Financial Models in light of its operating and financial results to date as well as developing trends set forth below, and prepared updated management projections for each of the Company’s business units accordingly. On February 22, 2024, members of the Company’s management sent to the Executive Committee the Final Financial Model, which incorporated actual fiscal year 2023 results and fiscal year 2024 budget, as well as Company management’s financial forecasts for fiscal years 2024 through 2028 and certain extrapolations based on these fiscal years and the Company’s management’s latest view of the business.

On February 29, 2024, members of the Company’s management sent the Variance Analysis to the Executive Committee to highlight the material differences between one of the Preliminary Financial Models and the Final Financial Model. Such material differences resulted from updates to reflect actual performance since the preparation of the Preliminary Financial Model and the most recent budgeted 2024 performance developed by the Company’s management, which had not been reflected in the applicable Preliminary Financial Model, including:

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The following table presents the decrease in revenue, adjusted EBITDA and adjusted EBITDA margin reflected in the Final Financial Model compared to the relevant Preliminary Financial Model (as presented in the Variance Analysis):

In addition to the material differences highlighted above, the Company’s management utilized the following material assumptions when preparing the Final Financial Model:

The following table presents a summary of the material prospective financial information of the Company contained in the Final Financial Model:

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In March 2024, in connection with the ongoing strategic review process, the Company prepared the FCF Allocation. The FCF Allocation does not reflect any additional or alternative assumptions about the Company’s future performance, nor contain or reflect different financial forecasts or projections, than those contained in the Final Financial Model. Rather, it calculates the unlevered free cash flow of the Company (including Owned TKO) attributable to the holders of the Diluted Securities (as well as certain tax benefits attributable to the holders of the Diluted Securities) using the same assumptions and parameters contained in the Final Financial Model.

Specifically, the Company developed the FCF Allocation based on the Final Financial Model in light of the following features of the Company’s organization:

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The following table summarizes the material financial information contained in the FCF Allocation:

The Special Committee authorized Centerview to use the Included Financial Analyses for purposes of Centerview’s financial analyses, which are described in the section entitled “The Special Factors — Opinion of Centerview” on page [ ● ]. Based on the FCF Allocation, “Company Post-Tax Diluted Unlevered Free Cash Flow” was calculated as 100% Unlevered Pre-Tax Free Cash Flow (ex-Owned TKO) times Percent of Which are Attributable to the Holders of the Diluted Securities less the Cash Taxes on Share of Earnings attributable to the Company ex-Owned TKO, and “TKO Post-Tax Diluted Unlevered Free Cash Flow” was calculated as Unlevered Pre-Tax Free Cash Flow from Owned TKO times Percent of Which are Attributable to the Holders of the Diluted Securities less Cash Taxes on Share of Earnings attributable to Owned TKO.

Certain measures included in the Included Financial Analyses may be considered financial measures not prepared in accordance with the generally accepted accounting principles as applied in the United States (“GAAP”), including adjusted EBITDA, adjusted EBITDA margin and unlevered pre-tax free cash flow. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by the Company may not be comparable to similarly titled measures used by other companies. The Company has not prepared, and none of the Special Committee, Silver Lake or Centerview has considered, a reconciliation of these non-GAAP financial measures to financial measures prepared in accordance with GAAP. Financial measures included in forecasts provided to a financial advisor and a board of directors in connection with a business combination transaction, such as any Included Financial Analysis, are excluded from the definition of “non-GAAP financial measures” under applicable SEC rules and regulations. As a result, the Included Financial Analyses are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Accordingly, no reconciliation of the non-GAAP financial measures included in any Included Financial Analysis is provided in this information statement.

Opinion of Kroll

Pursuant to an engagement letter dated March 12, 2024, the Selling Funds engaged Kroll, operating through its Duff & Phelps Opinions Practice, to prepare a written opinion addressed to the Selling Funds General Partners and the Selling Funds LPAC as to whether Merger Consideration to be received by the Selling Funds pursuant to the Mergers is fair, from a financial point of view, to the Selling Funds.

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On April 1, 2024, Kroll delivered the Kroll Opinion to the Selling Funds General Partners and the Selling Funds LPAC that, as of the date of the Kroll Opinion and subject to and based on the assumptions made, procedures followed, matters considered, limitations of the review undertaken, and qualifications contained in the Kroll Opinion, the Merger Consideration to be received by the Selling Funds pursuant to the Mergers was fair, from a financial point of view, to the Selling Funds.

In selecting Kroll, the Selling Funds General Partners considered, among other things, the fact that Kroll is a global leader in providing fairness opinions. Kroll is regularly engaged in the valuation of companies and their securities and the provision of fairness opinions in connection with various transactions. Pursuant to its engagement by the Selling Funds General Partners, Kroll is entitled to an aggregate fee of $1,250,000 for its services, $625,000 of which was earned upon the execution of the engagement letter, and the balance of which became payable upon the delivery of Kroll’s opinion. No portion of Kroll’s fee is contingent upon the successful completion of the Transactions. The Selling Funds General Partners also agreed to reimburse Kroll for certain expenses and to indemnify Kroll, its affiliates and certain related parties against certain liabilities and expenses arising out of or related to Kroll’s engagement.

The Kroll Opinion was approved by Kroll’s fairness opinions committee. The Kroll Opinion was provided solely for the information of, and directed solely to, the Selling Funds General Partners and the Selling Funds LPAC for their consideration of the Transactions. Kroll was not requested to, and did not, make or provide a written or oral presentation to the Selling Funds General Partners or Selling Funds LPAC regarding the financial analyses performed by Kroll in connection with the preparation of the Kroll Opinion.

The full text of the Kroll Opinion is attached to this information statement as Annex D and is incorporated into this document by reference. The summary of the Kroll Opinion set forth herein is qualified in its entirety by reference to the full text of the Kroll Opinion. Readers of this document are urged to read the Kroll Opinion carefully and in its entirety for a discussion of the procedures followed, assumptions made, matters considered, limitations of the review undertaken by Kroll in connection with the Kroll Opinion, as well as other qualifications contained in the Kroll Opinion.

In connection with the Kroll Opinion, Kroll made such reviews, analyses, and inquiries as it deemed necessary and appropriate under the circumstances to enable Kroll to render the Kroll Opinion. Kroll also took into account its assessment of general economic, market and financial conditions, as well as its experience in securities and business valuation in general, and with respect to similar transactions, in particular. Kroll’s procedures, investigations, and financial analyses with respect to the preparation of the Kroll Opinion included, but were not limited to, the items summarized below:

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In performing its analyses and rendering the Kroll Opinion, Kroll, with the consent of the Selling Funds, the Selling Funds LPAC and the Selling Funds General Partners:

The Kroll Opinion provides that to the extent that any of the foregoing assumptions or any of the facts on which the Kroll Opinion is based prove to be untrue in any material respect, the Kroll Opinion cannot and should not be relied upon. Furthermore, in Kroll’s analysis and in connection with the preparation of the Kroll Opinion,

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Kroll made numerous assumptions with respect to industry performance, general business, market and economic conditions and other matters, many of which are beyond the control of any party involved in the Transactions.

Kroll prepared the Kroll Opinion effective as of April 1, 2024. The Kroll Opinion was necessarily based upon market, economic, financial and other conditions as they existed as of such date and could be evaluated as of such date, and Kroll disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting the Kroll Opinion which may come or be brought to the attention of Kroll after such date.

Kroll did not evaluate the solvency of the Company or conduct an independent appraisal or physical inspection of any specific assets or liabilities (contingent or otherwise). Kroll was not requested to, and did not, (i) initiate any discussions with, or solicit any indications of interest from, third parties with respect to the Transactions, the assets, businesses or operations of the Company, or any alternatives to the Transactions; (ii) negotiate the terms of the Transactions; or (iii) advise the Selling Funds or any other party with respect to alternatives to the Transactions. Kroll expressed no views with respect to the fairness or other aspects of the process followed by Silver Lake and its affiliates in proposing to effect the Transactions, its interactions with representatives of the Company in connection with the Transactions and the negotiation of the terms of the Transactions.

In rendering the Kroll Opinion, Kroll was not expressing any opinion as to the market price or value of the Company’s Class A Common Stock or the Opco Membership Interest (or any other securities) either before or after the announcement or the consummation of the Transactions. The Kroll Opinion should not be construed as a valuation opinion, credit rating, solvency opinion, an analysis of the Company’s credit worthiness, as tax advice, or as accounting advice. Kroll did not make, and assumed no responsibility to make, any representation, or render any opinion, as to any legal matter.

In rendering the Kroll Opinion, Kroll was not expressing any opinion with respect to the amount or nature of any compensation to any of the Company’s or Silver Lake’s officers, directors, or employees, or any class of such persons, relative to the consideration to be received by the Selling Funds in the Transactions, or with respect to the fairness of any such compensation.

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.

The Kroll Opinion (i) did not address the merits of the underlying business decision to enter into the Transactions versus any alternative strategy or transaction; (ii) did not address any transaction related to the Transactions; (iii) was not and is not a recommendation as to how the Selling Funds LPAC, the Selling Funds General Partners or any limited partner of the Selling Funds should vote or act (including whether to reinvest or “roll” their interests) with respect to any matters relating to the Transactions, or whether to proceed with the Transactions or any related transaction; and (iv) did not indicate that the Merger Consideration is the best possibly attainable value by any party under any circumstances; instead, it merely stated whether the Merger Consideration to be paid in the Mergers is within a range suggested by certain financial analyses. The decision as to whether to proceed with the Transactions or any related transaction may depend on an assessment of factors unrelated to the financial analysis on which the Kroll Opinion was based. The Kroll Opinion should not be construed as creating any fiduciary duty on the part of Kroll to any party. Other than the engagement of Kroll to provide the Kroll Opinion, during the two years preceding the date of such engagement, Kroll has not had any material relationship with any party to the Transactions for which compensation has been received or is intended to be received, nor is any such material relationship or related compensation mutually understood to be contemplated.

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Opinion of Houlihan Lokey

On April 1, 2024, Houlihan Lokey provided its written opinion addressed to the Buying Funds General Partners and the Buying Funds dated April 1, 2024, as to whether, as of such date, the Merger Consideration to be paid by Parent Entities for the Acquired Equity Interests in the Mergers pursuant to the Merger Agreement was fair to the Buying Funds, collectively as a group, from a financial point of view.

Houlihan Lokey’s opinion was directed to solely the Buying Funds General Partners (solely in their capacities as general partners of the Buying Funds) and the Buying Funds and only addressed whether the Merger Consideration to be paid by Parent Entities for the Acquired Equity Interests in the Mergers pursuant to the Merger Agreement was fair to the Buying Funds, collectively as a group, from a financial point of view and did not address any other aspect or implication of the Mergers or any other agreement, arrangement or understanding. The summary of Houlihan Lokey’s opinion in this information statement is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex E to this information statement and describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with the preparation of its opinion. However, neither Houlihan Lokey’s opinion nor the summary of its opinion and the related analyses set forth in this information statement are intended to be, and do not constitute, advice or a recommendation to the Buying Funds General Partners, the Buying Funds, any security holder or any other person as to how to act or vote with respect to any matter relating to the Mergers or otherwise. Houlihan Lokey was not requested to, and did not, make or provide a written or oral presentation to the Buying Funds General Partners or the Buying Funds regarding the financial analyses performed by Houlihan Lokey in connection with the preparation of its opinion.

Houlihan Lokey did not provide any opinion as to the fairness of any aspect or implication of the Mergers (including, without limitation, the Merger Consideration) to the stockholders of the Company or the members of OpCo.

In connection with its opinion, Houlihan Lokey made such reviews, analyses and inquiries as Houlihan Lokey deemed necessary and appropriate under the circumstances. Among other things, Houlihan Lokey:

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Houlihan Lokey relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished, or otherwise made available, to Houlihan Lokey, discussed with or reviewed by Houlihan Lokey, or publicly available, and did not assume any responsibility with respect to such data, material and other information. Houlihan Lokey was not provided with access to the management of the Company or TKO. Houlihan Lokey assumed that, were Houlihan Lokey to have had access to such management, any information received from such management would not have affected or changed Houlihan Lokey’s analyses or opinion. At the Buying Funds General Partners’ and the Buying Funds’ direction, Houlihan Lokey relied upon and assumed, that the Final Financial Model were reasonably prepared in good faith on bases that reflected the best currently available estimates and judgments of the management of the Company as to the future financial results and condition of the Company (including its consolidated subsidiary, TKO). At the Buying Funds General Partners’ and the Buying Funds’ direction, Houlihan Lokey assumed that the Final Financial Model provided a reasonable basis on which to evaluate the Company, TKO and the Transactions, and Houlihan Lokey, at the Buying Funds General Partners’ and the Buying Funds’ direction, used and relied upon the Final Financial Model for purposes of its analyses and opinion. Houlihan Lokey expressed no view or opinion with respect to the Final Financial Model or the respective assumptions on which they were based. In addition, Houlihan Lokey did not evaluate, and expressed no view or opinion regarding, the capitalization of OpCo, the Company, the Parent Entities, or any other entity through which the Buying Funds would own the Acquired Equity Interests (such entities, collectively, the “Acquisition Holdcos”), whether prior to or after giving effect to the Transactions, and Houlihan Lokey did not review of any organizational documents or other terms relating to the rights and privileges of any securities of OpCo, the Company, the Parent Entities or the Acquisition Holdcos. Houlihan Lokey did not perform or rely upon separate financial analyses of any debt or preferred securities of OpCo, the Company, the Parent Entities or the Acquisition Holdcos based on a comparison of the terms thereof with those of debt or preferred securities of other companies or a separate discounted cash flow analysis of such debt or preferred securities based on their interest or dividend rate or other terms thereof. For purposes of Houlihan Lokey’s analyses and opinion, with the Buying Funds General Partners’ and the Buying Funds’ consent and approval, Houlihan Lokey did not apply any control premium, minority or illiquidity discounts or other premiums or discounts, or otherwise give effect to any rights, restrictions or limitations, that may be attributable to any security of OpCo, the Company, the Parent Entities or the Acquisition Holdcos. In addition, with the Buying Funds General Partners’ and the Buying Funds’ consent and approval consent and approval, Houlihan Lokey did not perform a valuation of, or take into account for purposes of its opinion, any other consideration provided for in the Transactions other than the Merger Consideration. Houlihan Lokey relied upon and assumed, without independent verification, that there had been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of the Company or TKO since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Houlihan Lokey that would be material to Houlihan Lokey’s analyses or opinion, and that, except as would not be material to Houlihan Lokey’s analyses or opinion, there was no information or any facts that would make any of the information reviewed by Houlihan Lokey incomplete or misleading.

Houlihan Lokey relied upon and assumed, without independent verification, that (a) the representations and warranties of all parties to the Merger Agreement and all other related documents and instruments referred to therein were true and correct, (b) each party to the Merger Agreement and such other related documents and instruments would fully and timely perform all of the covenants and agreements required to be performed by such party, (c) all conditions to the consummation of the Transactions would be satisfied without waiver thereof, and (d) the Transactions would be consummated in a timely manner in accordance with the terms described in the Merger Agreement and such other related documents and instruments, without any amendments or modifications thereto. Houlihan Lokey relied upon and assumed, without independent verification, that (a) the Transactions would be consummated in a manner that complies in all respects with all applicable foreign, federal, state and local statutes, rules and regulations and all applicable organizational documents of OpCo, the Company, TKO, TKO OpCo, the Parent Entities, the Acquisition Holdcos and the Buying Funds, and (b) all governmental, regulatory, and other consents and approvals necessary for the consummation of the Transactions would be obtained and that no delay, limitations, restrictions or conditions would be imposed or amendments,

modifications or waivers made that would result in the disposition of any assets of the Company, or otherwise

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have an effect on the Transactions, OpCo, the Company, TKO, TKO OpCo, the Parent Entities, the Acquisition Holdcos or the Buying Funds that would be material to Houlihan Lokey’s analyses or opinion.

Furthermore, in connection with its opinion, Houlihan Lokey was not requested to, and did not, make any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (fixed, contingent, derivative, off-balance-sheet or otherwise) of the Buying Funds, the Company, TKO or any other party, nor was Houlihan Lokey provided with any such appraisal or evaluation. Houlihan Lokey did not estimate, and expressed no opinion regarding, the liquidation value of any entity or business. Houlihan Lokey did not undertake any independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which the Buying Funds, the Company or TKO was or may have been a party or was or may have been subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which the Buying Funds, the Company or TKO was or may have been a party or was or may have been subject.

Houlihan Lokey was not requested to, and did not, (a) initiate or participate in any discussions or negotiations with, or solicit any indications of interest from, third parties with respect to the Transactions, the securities, assets, business or operations of the Buying Funds, the Buying Funds General Partners, the Company, TKO or any other party, or any alternatives to the Transactions, (b) negotiate the terms of the Transactions, (c) advise the Buying Funds, the Buying Funds General Partners or any other party with respect to alternatives to the Transactions or (d) identify, introduce to the Buying Funds, the Buying Funds General Partners or any other party, or screen for creditworthiness, any prospective investors, lenders or other participants in the Transactions. Houlihan Lokey expressed no view or opinion as to any such matters, including the terms that could have been obtained if any of the foregoing had been undertaken. Representatives of the Buying Funds General Partners advised Houlihan Lokey, and Houlihan Lokey relied upon and assumed, without independent verification, that the terms of the Transactions were negotiated on an arms-length basis. Houlihan Lokey’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Houlihan Lokey as of, the date of its opinion. Houlihan Lokey did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring or coming to Houlihan Lokey’s attention after the date of its opinion. Houlihan Lokey did not express any view or opinion as to the price or range of prices at which any securities of the Buying Funds, the Company or TKO could be purchased or sold, or otherwise be transferable, at any time.

Houlihan Lokey’s opinion was furnished solely for the use of the Buying Funds General Partners (solely in their respective capacities as the general partners of the Buying Funds) and the Buying Funds (as legal entities that are separate and distinct from their respective general or limited partners) in connection with their evaluation of the Transactions 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 Buying Funds General Partners) or used for any other purpose without Houlihan Lokey’s prior written consent except, in each case, as otherwise expressly provided, and subject to compliance with the procedures set forth, in the agreement, dated March 14, 2024 (the “Engagement Letter”), among Houlihan Lokey, the Buying Funds General Partners, the Buying Funds and Sponsor (together with the Buying Funds General Partners and the Buying Funds, the “Silver Lake Entities”). Houlihan Lokey’s opinion should not be construed as having created any fiduciary duty on Houlihan Lokey’s part to any party. Houlihan Lokey’s opinion was not intended to be, and does not constitute, a recommendation to the Buying Funds, the Buying Funds General Partners, the Company, any of their respective security holders or any other party as to how to act or vote or make any election with respect to the Transactions or otherwise, including, without limitation, whether any limited partner of the Selling Funds should make a new capital commitment through SL SPV-4, L.P.(the “New SPV”). Houlihan Lokey’s opinion may not be disclosed, reproduced, disseminated, quoted, summarized or referred to at any time, in any manner or for any purpose, nor shall any references to Houlihan Lokey or any of its affiliates be made, without the prior written consent of Houlihan Lokey, except, in each case, as otherwise expressly provided, and subject to compliance with the procedures set forth, in the Engagement Letter.

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Houlihan Lokey was not requested to opine as to, and its opinion did not express an opinion as to or otherwise address, among other things: (i) the underlying business decision of any Silver Lake Entity, the Company, OpCo, any of their respective security holders, or any other party to proceed with or effect the Transactions, (ii) the terms of any arrangements, understandings, agreements or documents related to, or the form, structure or any other portion or aspect of, the Transactions or otherwise (other than the Merger Consideration to the extent expressly specified therein), including, without limitation, the acquisition by New SPV of an indirect equity interest in the Company and OpCo, the option of the existing limited partners of the Selling Funds to make a new capital commitment through the New SPV, the rollover by the general partners of the Selling Funds into the New SPV, the Rollover, the Mergers or the terms of the organizational documents of OpCo, the Company, the Parent Entities, the Acquisition Holdcos or the Buying Funds, (iii) the fairness of any portion or aspect of the Transactions to the holders of any class of securities, creditors or other constituencies of any Silver Lake Entity, OpCo or the Company, or to any other party (except if and only to the extent expressly set forth in the last sentence of the opinion), including, without limitation, the fairness of any consideration to be received by the Selling Funds or any other direct or indirect security holder of OpCo or the Company in the Mergers, (iv) the relative merits of the Transactions as compared to any alternative business strategies or transactions that might have been available for any Silver Lake Entity, OpCo, the Company or any other party, (v) the fairness of any portion or aspect of the Transactions to any one class or group of any Silver Lake Entity’s, OpCo’s, the Company’s or any other party’s security holders or other constituents vis-à -vis any other class or group of any Silver Lake Entity’s, OpCo’s, the Company’s or such other party’s security holders or other constituents, (vi) whether or not the Company, the New SPV, the Buying Funds General Partners, the Buying Funds or any other party is receiving or paying reasonably equivalent value in the Transactions, (vii) the solvency, creditworthiness or fair value of any Silver Lake Entity, OpCo, TKO, TKO OpCo, the Company or any other participant in the Transactions, or any of their respective assets (including, without limitation, the Equity Interests or the Acquired Equity Interests) under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance or similar matters, (viii) the allocation of the Merger Consideration and any other consideration among the Buying Funds, the New SPV and/or any parallel investment vehicles, (ix) the form, structure or any aspect or terms of any debt or equity financing for, or in connection with, the Transactions or the likelihood of obtaining such financing, including without limitation, the Preferred Equity Financing or the sale by the Company of any assets or businesses in connection therewith or otherwise, (x) the fairness, financial or otherwise, of the amount, nature or any other aspect of any compensation to or consideration payable to or received by any officers, directors or employees of any party to the Transactions, any class of such persons or any other party, relative to the Merger Consideration or otherwise, (xi) the treatment of any of the Buying Funds General Partners, the limited partners of any of the Buying Funds or any other person in connection with the Transactions or (xii) the financial or other implications and effects of the Transactions on any of the Buying Funds General Partners or the Buying Funds, the Company, OpCo, TKO, TKO OpCo or any other party (including, without limitation, any aspects relating to the operations or other activities of any of the Buying Funds General Partners or the Buying Funds, the Company, OpCo, TKO, TKO OpCo or any other party following the consummation of the Transactions) (it being understood that whether or not the Merger Consideration to be paid by the Buying Funds for the Acquired Equity Interests pursuant to the Merger Agreement is fair to the Buying Funds, collectively as a group, from a financial point of view is not excluded by this clause (xii)). Furthermore, Houlihan Lokey did not express any opinion, counsel or interpretation regarding matters that require legal, regulatory, environmental, accounting, insurance, tax or other similar professional advice. Houlihan Lokey assumed that such opinions, counsel or interpretations had been or would be obtained from the appropriate professional sources. Furthermore, with the Buying Funds General Partners’ and the Buying Funds’ consent Houlihan Lokey relied on the assessments by the Buying Funds, the Buying Funds General Partners and their respective advisors as to all legal, regulatory, environmental, accounting, insurance, tax and other similar matters with respect to the Buying Funds, the Company, TKO, TKO OpCo, the Transactions or otherwise.

Houlihan Lokey was engaged by the Buying Funds General Partners and the Buying Funds to provide an opinion to the Buying Funds General Partners (in their capacities as general partners of the Buying Funds) and the Buying Funds as to whether the Merger Consideration to be paid by Parent Entities for the Acquired Equity

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Interests in the Mergers pursuant to the Merger Agreement was fair to the Buying Funds, collectively as a group, from a financial point of view. The Buying Funds General Partners and the Buying Funds engaged Houlihan Lokey based on Houlihan Lokey’s experience and reputation. Houlihan Lokey is regularly engaged to render financial opinions in connection with mergers, acquisitions, divestitures, leveraged buyouts, and for other purposes. Pursuant to its engagement by the Buying Funds General Partners and the Buying Funds, Houlihan Lokey is entitled to an aggregate fee of $900,000 for its services, $450,000 of which became payable upon the execution of the Engagement Letter, and the balance of which became payable upon the delivery of Houlihan Lokey’s opinion. No portion of Houlihan Lokey’s fee is contingent upon the successful completion of the Transactions. The Silver Lake Entities have also agreed to reimburse Houlihan Lokey for certain expenses and to indemnify Houlihan Lokey, its affiliates and certain related parties against certain liabilities and expenses, including certain liabilities under the federal securities laws, arising out of or related to Houlihan Lokey’s engagement.

In the ordinary course of business, certain of Houlihan Lokey’s employees and affiliates, as well as investment funds in which they may have financial interests or with which they may co-invest, may acquire, hold or sell, long or short positions, or trade, in debt, equity, and other securities and financial instruments (including loans and other obligations) of, or investments in, one or more of the Buying Funds, the Buying Funds General Partners, the Company, TKO or any other party that may be involved in the Transactions and their respective affiliates or security holders or any currency or commodity that may be involved in the Transactions.

Houlihan Lokey and/or certain of its affiliates have in the past provided investment banking, financial advisory and/or other financial or consulting services to SLP or one or more security holders or affiliates of, and/or portfolio companies of investment funds affiliated or associated with, SLP (collectively, with SLP, the “Silver Lake Group”), for which Houlihan Lokey and its affiliates have received compensation. In addition, Houlihan Lokey and/or certain of its affiliates is/are currently providing investment banking, financial advisory and/or other financial or consulting services to the Buying Funds General Partners, the Buying Funds and certain other members of Silver Lake Group for which Houlihan Lokey and its affiliates have received, and may receive, compensation. For such current and prior engagements during the preceding two years that have been identified by Houlihan Lokey based on a review of its information management systems, Houlihan Lokey currently estimates it has received or will receive aggregate compensation of less than $1 million. Houlihan Lokey and certain of its affiliates may provide investment banking, financial advisory and/or other financial or consulting services to the Company, TKO, the Buying Funds General Partners, the Buying Funds, the Selling Funds, the New SPV, members of Silver Lake Group, other participants in the Transactions or certain of their respective affiliates or security holders in the future, for which Houlihan Lokey and its affiliates may receive compensation. In addition, Houlihan Lokey and certain of its affiliates and certain of Houlihan Lokey’s and their respective employees may have committed to invest in private equity or other investment funds managed or advised by Silver Lake, other participants in the Transactions or certain of their respective affiliates or security holders, and/or in portfolio companies of such funds, and may have co-invested with the members of Silver Lake Group, other participants in the Transactions or certain of their respective affiliates or security holders, and may do so in the future. Furthermore, in connection with bankruptcies, restructurings, distressed situations and similar matters, Houlihan Lokey and certain of its affiliates may have in the past acted, may currently be acting and/or may in the future act as financial advisor to debtors, creditors, equity holders, trustees, agents and other interested parties (including, without limitation, formal and informal committees or groups of creditors) that may have included or represented and may include or represent, directly or indirectly, or may be or have been adverse to, the Company, TKO, the Buying Funds General Partners, the Buying Funds, the Selling Funds, the New SPV, members of Silver Lake Group, other participants in the Transactions or certain of their respective affiliates or security holders, for which advice and services Houlihan Lokey and its affiliates have received and may receive compensation.

Financing

The Mergers are not subject to a financing condition. The Parent Entities estimate that the total amount of funds necessary to complete the Merger will be approximately $[ ● ], including estimated transaction fees and

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expenses. The Parent Entities and the Merger Subs intend to fund the amounts necessary to complete the Mergers through a combination of the following:

The Parent Entities have obtained the equity and debt financing commitments described below. The funding of the proceeds under each of the financing commitments is contingent on the satisfaction of customary conditions, including (i) the execution and delivery of definitive documentation with respect to each proposed financing in accordance with the terms set forth in the applicable commitment letter, and (ii) the consummation of the Mergers in accordance with the Merger Agreement. The Parent Entities have represented to the Company Entities that the committed equity and debt financing, when funded in full, together with available cash of the Company Entities and Company Subsidiaries from Company Sales, will provide sufficient funds to complete the Transactions. For more information, please see the section entitled “The Merger Agreement — Financing Covenant; Company Cooperation” beginning on page [ ● ].

Equity Financing

In connection with the Merger Agreement, the Parent Entities have entered into the Equity Commitment Letter with SLP Fund VI, SLP Fund VII and SL SPV-4, L.P. Pursuant to the Equity Commitment Letter, the Equity Investors have committed, severally but not jointly, upon the terms and subject to conditions set forth in the Equity Commitment Letter, to purchase immediately prior to the Closing, equity interests in Holdco Parent (or, to the extent designated by Holdco Parent prior to Closing, OpCo Parent) for an aggregate purchase price equal to, or otherwise make contributions to or invest funds as equity in Holdco Parent (or, to the extent designated by Holdco Parent prior to Closing, OpCo Parent) in an aggregate amount equal to $6,376,940,000.

The Equity Investors’ financing commitments are generally subject to the satisfaction of the conditions to the Parent Entities and the Merger Sub’s obligations to effect the consummation of the Mergers as set forth in the Merger Agreement, the substantially concurrent satisfaction of the Debt Financing pursuant to the Debt Commitment Letter solely with respect to amounts requires to consummate the Mergers, and the substantially concurrent consummation of the Closing on the terms and subject to the conditions of the Merger Agreement.

The equity financing contemplated by the Equity Commitment Letter will terminate upon the earliest to occur of (i) the valid termination of the Merger Agreement in accordance with its terms, (ii) the assertion by or on behalf of the Company Entities or the Company Subsidiaries of certain claims and legal actions prohibited by the Equity Commitment Letters against the Equity Investors, the Parent Entities or the Merger Subs or any of their related parties, in each case, other than claims and legal actions expressly permitted by the Equity Commitment Letter, Limited Guarantee or the Merger Agreement or any claim under the confidentiality agreement relating to the Mergers, (iii) any final, non-appealable judgment of a court of competent jurisdiction against the Equity Investors with respect to any non-prohibited claim by the Company Entities or any Company Subsidiary that includes an award of the Parent Termination Fee and/or the Guaranteed Obligations and (iv) the Closing.

Under certain circumstances, the Parent Entities and the Equity Investors may enter into additional equity commitment letters in connection with Company Sales, as further described in the section entitled “The Merger Agreement — Company Sales” beginning on page [ ● ].

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Preferred Equity Financing

In connection with the execution and delivery of the Merger Agreement, the Parent Entities entered into the Original Preferred Equity Commitment Letter with the Original Preferred Equity Investors, pursuant to which the Original Preferred Equity Investors have committed, severally and not jointly, on the terms and subject to the conditions set forth in the Original Preferred Equity Commitment Letter, to provide at the Closing to the Parent Entities and the Merger Subs, in exchange for preferred equity interests in the Surviving Company, with an aggregate amount in cash equal to $500,000,000, consisting of an aggregate commitment of $300,000,000 by DFO Private Investments, L.P. and $200,000,000 by Thirty Fifth Investment Company L.L.C. Such commitments may be increased, at the relevant Original Preferred Equity Investor’s option, by up to $100,000,000 in the aggregate in the event of the satisfaction of certain ratings conditions. The commitments under the Original Preferred Equity Commitment Letter expire on the date that is five business days after the Outside Date, as such date may be extended pursuant to the terms of the Merger Agreement (as in effect on the date of the Preferred Equity Commitment Letter), including for regulatory approvals and in the event of litigation.

In addition, pursuant to the Coatue Preferred Equity Commitment Letter entered into on June 6, 2024, the Coatue Preferred Equity Investor has committed, on the terms and subject to the conditions set forth in the Coatue Preferred Equity Commitment Letter, to provide at the Closing to the Parent Entities and the Merger Subs, in exchange for preferred equity interests in the Surviving Company, with an aggregate amount equal to $50,000,000. The commitment under the Coatue Preferred Equity Commitment Letter expires on the earliest of (i) the date that is five business days after the Outside Date, as such date may be extended pursuant to the terms of the Merger Agreement (as in effect on the date of the Coatue Preferred Equity Commitment Letter), including for regulatory approvals and in the event of litigation, and (ii) July 9, 2025.

Further, pursuant to the Meritage Preferred Equity Commitment Letter entered into on July 29, 2024, the Meritage Preferred Equity Investor has committed, on the terms and subject to the conditions set forth in the Meritage Preferred Equity Commitment Letter, to provide at the Closing to the Parent Entities and the Merger Subs, in exchange for preferred equity interests in the Surviving Company, with an aggregate amount equal to $25,000,000. The commitment under the Meritage Preferred Equity Commitment Letter expires on the date that is five business days after the Outside Date, as such date may be extended pursuant to the terms of the Merger Agreement (as in effect on the date of the Meritage Preferred Equity Commitment Letter), including for regulatory approvals and in the event of litigation.

The amounts funded pursuant to the Preferred Equity Financing will be used to fund a portion of the payment of the aggregate Merger Consideration and other amounts required to be paid under the Merger Agreement. The Preferred Equity Financing may be increased to up to $750,000,000 in the aggregate subject to the terms of the Preferred Equity Commitment Letters. During the Pre-Closing Period, the Company Entities will and will use reasonable best efforts to cause each of its representatives to provide such reasonable cooperation as is customary and reasonably requested by the Parent Entities in connection with the obtaining and arranging of the Preferred Equity Financing, as further described in the section entitled “The Merger Agreement — Financing Covenant; Company Cooperation” beginning on page [ ● ].

Debt Financing

Concurrently with the execution of the Merger Agreement, the Parent Entities entered into the Original Debt Commitment Letter, with the Debt Financing Sources, pursuant to which, subject to the terms and conditions set forth in the Debt Commitment Letter, the Debt Financing Sources committed, severally and not jointly, to provide debt financing in an aggregate principal amount of up to $8,750,000,000, to be used in part to finance a portion of the consideration for the Mergers. The Original Debt Commitment Letter was amended and restated on April 19, 2024 by the Debt Commitment Letter to add additional Debt Financing Sources. The commitments under the Debt Commitment Letter expire on the date that is five business days after the Outside Date, as such

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date may be extended pursuant to the terms of the Merger Agreement (as in effect on the date of the Original Debt Commitment Letter), including for regulatory approvals and in the event of litigation.

During the Pre-Closing Period, the Company Entities will and will use reasonable best efforts to cause each of its representatives to provide such reasonable cooperation as is customary and reasonably requested by the Parent Entities in connection with the obtaining and arranging of the Debt Financing, as further described in the section entitled “The Merger Agreement — Financing Covenant; Company Cooperation” beginning on page [ ● ].

Under the Debt Commitment Letter, each Debt Financing Source has also agreed to use commercially reasonable efforts to arrange and provide up to $1,500,000,000 under a margin loan facility (the “Margin Loan Facility”), pursuant to the terms and conditions set forth in the Debt Commitment Letter. During the Pre-Closing Period, the Company Entities will and will use reasonable best efforts to cause each of its representatives to cooperate in requesting in requesting from TKO and TKO OpCo an issuer agreement with the applicable lenders in connection with the margin loan financing, as further described in the section entitled “The Merger Agreement — Financing Covenant; Company Cooperation” beginning on page [ ● ].

Limited Guarantee

Concurrently with the execution of the Merger Agreement, pursuant to Limited Guarantee delivered by the Guarantors in favor of OpCo, each of the Guarantors, severally and not jointly, have absolutely, unconditionally and irrevocably agreed to guarantee the due and punctual payment, observance, performance and discharge of their respective portions of all of the payment obligations of the Parent Entities with respect to (a) all of the Parent Termination Fee described above and (b) certain reimbursement obligations that may be owed by the Parent Entities if the Parent Termination Fee becomes payable, subject to the limitations set forth in the Limited Guarantee and the Merger Agreement, as more fully described in the section entitled “The Merger Agreement — Termination Fees and Expenses” beginning on page [ ● ].

The Limited Guarantee will terminate upon the earliest to occur of (i) the Closing and the payment of all amounts required to be paid at or prior to the consummation of the Transactions, (ii) payment in full of the Parent Termination Fee and all of the reimbursement obligations described above, (iii) 60 days following the valid termination of the Merger Agreement in accordance with its terms, unless OpCo has commenced a proceeding against the Guarantors or the Company Entities have commenced a proceeding against the Parent Entities for any portion of the payment obligations under the Limited Guarantee, in which case the Limited Guarantee will not terminate with respect to the relevant amounts in dispute until a final, non-appealable order has been entered into by a court of competent jurisdiction discharging the Guarantors or the Parent Entities (as applicable) of such payment obligations, or the parties have otherwise mutually agreed to terminate the Limited Guarantee, and, in either case, the Company Entities have been paid all amounts payable by the Guarantors under the Limited Guarantee.

Position of the Company, Manager and OpCo on the Fairness of the Mergers

On April 2, 2024, the Executive Committee, acting upon the unanimous recommendation of the Special Committee, (i) 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, Manager, OpCo and its members, (ii) approved and declared the Merger Agreement and the Transactions advisable, (iii) authorized and approved the execution, delivery and performance by the Company, Manager and OpCo of the Merger Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth therein, (iv) authorized the officers of the Company to enter into the Merger Agreement and all other documents, certificates, agreements and instruments contemplated thereby on behalf of the Company, Manager and OpCo, as applicable, and to do all things and take all actions necessary or advisable to consummate the Transactions and (v) recommended the adoption of the Merger Agreement by the stockholders of the Company. The Company did not receive any firm offers relating to a potential transaction other than the proposed Mergers.

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Position of the SLP Entities and the Director Rollover Holders in Connection with the Mergers

Under the SEC rules governing “going-private” transactions, (i) each of the Parent Entities, the Merger Subs, the SLP Holding Entities and the Additional SLP Filing Entities (collectively, the “SLP Entities”) may be deemed to be affiliates of the Company and (ii) Ariel Emanuel, Patrick Whitesell and the Executive Holdcos (collectively, the “Director Rollover Holders”) may be deemed to be affiliates of the Company and engaged in the going-private transaction and, therefore, be required to express their beliefs as to the fairness of the Mergers to the “unaffiliated security holders” of the Company, as defined in Rule 13e-3(a) under the Securities Exchange Act of 1934, as amended (the “Unaffiliated Stockholders”). The SLP Entities and the Director Rollover Holders are making the statements included in this section solely for purposes of complying with the requirements of Rule 13e-3 and related rules and regulations under the Exchange Act. The SLP Entities and Director Rollover Holders have interests in the Mergers that are different from, and in addition to, the Unaffiliated Stockholders of the Company.

The SLP Entities and the Director Rollover Holders believe that the Mergers (which are the Rule 13e-3 transactions for which a Schedule 13E-3 Transaction Statement will be filed with the SEC) are fair to the Unaffiliated Stockholders on the basis of the factors described in the sections entitled “The Special Factors — Recommendation of the Executive Committee; Reasons for the Mergers” and “The Special Factors — Position of the Company, Manager and OpCo on the Fairness of the Mergers” beginning on pages [ ● ] and [ ● ], respectively (which the SLP Entities and the Director Rollover Holders agree with and adopt), the factors described in the section entitled “The Special Factors — Purpose and Reasons of the SLP Entities and the Director Rollover Holders in Connection with the Mergers” beginning on page [ ● ] and the additional factors described below with respect to the SLP Entities.

The SLP Entities and the Director Rollover Holders also believe that the interests of the Unaffiliated Stockholders were represented by the Special Committee, which was comprised solely of independent and disinterested directors and which (i) reviewed, evaluated and negotiated the Merger Agreement on behalf of the Unaffiliated Stockholders with the assistance of its independent legal and financial advisors, (ii) made a determination that the Transactions were fair to, and in the best interests of, the Unaffiliated Stockholders with the assistance of its independent legal and financial advisors and (iii) made a recommendation to the Executive Committee for the execution of the Merger Agreement and approval of the Transactions. None of the SLP Entities or Director Rollover Holders participated in the deliberations of the Special Committee regarding, or received advice from the Special Committee’s independent legal or financial advisors as to, the substantive or procedural fairness of the Mergers.

Based on the factors considered by, and findings of, the Executive Committee and the Special Committee described in the sections entitled “The Special Factors — Recommendation of the Executive Committee; Reasons for the Mergers”, and “The Special Factors — Position of the Company, Manager and OpCo on the Fairness of the Mergers” beginning on pages [ ● ] and [ ● ], respectively (which findings the Director Rollover Holders agree with and adopt), the Director Rollover Holders believe that the Mergers are substantively and procedurally fair to the Unaffiliated Stockholders. The Director Rollover Holders believe the factors considered by, and findings of, the Executive Committee and the Special Committee provide a reasonable basis upon which to form their belief that the Mergers are fair to the Unaffiliated Stockholders. This belief should not, however, be construed as a recommendation to any Unaffiliated Stockholder as to whether they should, and the Director Rollover Holders do not make any recommendation as to whether any Unaffiliated Stockholder should, exercise their appraisal rights under the DGCL.

Based on the SLP Entities’ and the Director Rollover Holders’ knowledge and analysis of available information regarding the Company, as well as discussions with members of the Company’s senior management regarding the Company and its business and the factors considered by, and findings of, the Executive Committee and the Special Committee described in the sections entitled “The Special Factors — Recommendation of the Executive Committee; Reasons for the Mergers”, and “The Special Factors — Position of the Company, Manager and OpCo on the Fairness of the Mergers” beginning on pages [ ● ] and [ ● ], respectively (which

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findings the SLP Entities and Director Rollover Holders agree with and adopt), the SLP Entities and the Director Rollover Holders believe that the Mergers are substantively and procedurally fair to the Unaffiliated Stockholders. In particular, the SLP Entities and the Director Rollover Holders considered the following substantive factors, which are not presented in any relative order of importance:

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In addition, the SLP Entities and the Director Rollover Holders considered the following procedural factors, which are not presented in any relative order of importance:

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The SLP Entities also considered a variety of risks and other countervailing factors related to the substantive and procedural fairness of the proposed Mergers, including:

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The SLP Entities did not find it practicable to assign, nor did they assign, specific relative weights to the individual factors that they considered in reaching their conclusion as to fairness. The SLP Entities believe these factors provide a reasonable basis upon which to form their belief that the Mergers are fair to the Unaffiliated Stockholders. This belief should not, however, be construed as a recommendation to any Unaffiliated Stockholder as to whether they should, and the SLP Entities do not make any recommendation as to whether any Unaffiliated Stockholder should, exercise their appraisal rights under the DGCL.

The SLP Entities did not consider liquidation value as a factor because they consider the Company to be a viable going concern business and the trading history of the Company Common Stock to generally be an indication of its value as such and they have no present intention to liquidate the Company.

Purposes and Reasons of the Company, Manager and OpCo in Connection with the Mergers

On February 23, 2024, the Executive Committee established the Special Committee comprised of Ursula Burns and Jaqueline Reses, and delegated to the Special Committee the powers, among others, to (i) review, evaluate and negotiate the terms of any proposal made by Silver Lake or its affiliates (or, as an alternative, review, consider and evaluate whether the Company should continue to operate as a standalone entity), (ii) meet with Company management, members of the Executive Committee and outside advisors engaged by the Company or the Special Committee on a regular basis, (iii) make a determination as to whether a proposal relating to any Potential Transaction and any definitive agreements with respect to any Potential Transaction are fair (as used in Item 1014(a) of Regulation M-A) to, and in the best interests of, the Company, its stockholders and the equityholders of Manager and OpCo (and, if applicable, Unaffiliated Stockholders) and (iv) if the Special Committee deems appropriate, make a recommendation to the Executive Committee (or, if applicable, the Board) for or against the approval of the Potential Transaction and the execution and delivery of the definitive documentation providing for the Potential Transaction. The Executive Committee also confirmed that it would not, and the Board would not, approve any proposal relating to a Potential Transaction or authorize the execution and delivery of the definitive documentation providing for such proposal without a prior favorable recommendation of such proposal by the Special Committee.

On April 2, 2024, the Special Committee, acting with the advice and assistance of its own independent legal and financial advisors, considered and evaluated the Merger Agreement and the Transactions, including the Mergers, and unanimously determined that the Merger Agreement and the Transactions, including the Mergers, are advisable, fair to and in the best interests of, the Company, the Public Stockholders, Manager, OpCo, holders of common units of Manager or OpCo and holders of profits units of OpCo (excluding Specified Stockholders and their affiliates). The Special Committee also unanimously recommended to the Executive Committee that the Executive Committee (i) approve the Merger Agreement and the Transactions, including the Mergers, (ii) recommend the adoption and approval of the Merger Agreement and the Transactions, including the Mergers, by the stockholders of the Company and (iii) approve the execution, delivery and performance by the Company, Manager and OpCo of the Merger Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth therein.

Also on April 2, 2024, the Executive Committee held a meeting at which the Executive Committee, acting upon the unanimous recommendation of the Special Committee, (i) determined that the Merger Agreement and the Transactions are fair and in the best interests of the Company, its stockholders, including the Public Stockholders, Manager, OpCo and its members, (ii) approved and declared advisable the Merger Agreement and the Transactions, (iii) authorized and approved the execution, delivery and performance by the Company, Manager and OpCo of the Merger Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth therein, (iv) authorized the officers of the Company to enter into the Merger Agreement and all other documents, certificates, agreements and instruments contemplated thereby on behalf of the Company, Manager and OpCo, as applicable, and to do all things and take all actions necessary or advisable to consummate the Transactions and (v) recommended the adoption of the Merger Agreement by the stockholders of the Company.

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For more information, please see the section entitled “The Special Factors — Recommendation of the Executive Committee; Reasons for the Merger” beginning on page [ ● ].

Purposes and Reasons of the Director Rollover Holders in Connection with the Mergers

Under the SEC rules governing Rule 13e-3 “going-private” transactions, the Director Rollover Holders may be deemed to be affiliates of the Company and to be engaged in the going-private transaction and, therefore, required to express their purposes and reasons for the Mergers to the Company’s Unaffiliated Stockholders, as defined in Rule 13e-3 of the Exchange Act. The Director Rollover Holders are making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act and solely in their capacities as Director Rollover Holders and not in any other capacity.

The Director Rollover Holders’ reasons for engaging in the going-private transaction are: (i) to enable and facilitate transactions that the Special Committee unanimously determined are advisable, fair to and in the best interests of, the Company, Manager, OpCo and the Unaffiliated Stockholders on the basis of the factors described in the section entitled “The Special Factors — Recommendation of the Special Committee; Reasons for the Recommendation”, (ii) to monetize a portion of their equity in OpCo and the Company while maintaining a material rollover ownership interest through which they would continue to bear the risks and rewards of such ownership after the transactions contemplated by the Merger Agreement were completed (as more fully described in the section entitled “The Special Factors — Interests of Our Directors and Officers in the Mergers — Rollover Agreements”) and (iii) to adjust and formalize the terms of their employment with the Company going forward.

The Director Rollover Holders also believe that structuring the transactions as a series of Mergers is preferable to other transaction structures because it will enable the Parent Entities to acquire (i) all OpCo Membership Interests (other than the Excluded OpCo Membership Interests and the Rollover Units), (ii) all Manager Membership Interests (other than the Excluded Manager Membership Interests) and (iii) all Shares (other than the Excluded Shares, the Rollover Shares and the Dissenting Shares), and it represents an opportunity for the Unaffiliated Stockholders to immediately realize the value of their investment in the Company and receive the Company Merger Consideration in cash, less any applicable withholding taxes, subject to and in accordance with the terms and conditions of the Merger Agreement.

The Director Rollover Holders did not consider any other alternative transactions. Further, the Director Rollover Holders did not direct or participate in the negotiation of the material terms of the Merger Agreement, including the timing of the Mergers.

Purposes and Reasons of the SLP Entities in Connection with the Mergers

Under the SEC rules governing “going-private” transactions, each of the SLP Entities may be deemed to be affiliates of the Company and, therefore, required to express their reasons for the Mergers to the Company’s Unaffiliated Stockholders, as defined in Rule 13e-3 of the Exchange Act. The SLP Entities are making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act.

The SLP Entities also believe that it is in the best interests of the Company to operate as a privately held entity. The SLP Entities believe that, as a privately held entity, the Company will have greater operational flexibility to pursue alternatives that it would not have as a public company, and management will be able to concentrate on long-term growth, reducing the focus on the quarter-to-quarter performance often emphasized by the public equity market’s valuation of the Company Common Stock. The SLP Entities also believe that the Mergers will provide the Company with flexibility to pursue transactions with a risk profile that may be unacceptable to many public shareholders, and that these transactions can be more effectively executed as a private company.

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The SLP Entities currently anticipate that the Company’s operations following completion of the Transactions will initially be conducted substantially as they are currently being conducted (except that the Company will cease to be a public company and will instead be a subsidiary of the Parent Entities and its operations will be modified to account for asset sales, which may continue following the Closing). Notwithstanding the foregoing, following the Effective Time, as part of their long-term corporate goal of optimizing value, the Parent Entities may consider a range of alternatives, including an extraordinary corporate transaction following the consummation of the Mergers involving the Company’s corporate structure, the purchase, sale or transfer of a material amount of assets of the Company or any of its subsidiaries (including the continuation of the Company Sales) or other strategic transactions, if the Parent Entities conclude that such transactions or other activities are desirable. Except as otherwise disclosed in this information statement (including in the Company’s filings with the SEC incorporated by reference into this information statement), as of the date hereof, no agreements, understandings or decisions have been reached and there is no assurance that the Parent Entities will or will not decide to undertake any such alternatives. The Parent Entities expressly reserve the right to make any changes to the Company operations after consummation of the Mergers that the Parent Entities deem appropriate.

Although the SLP Entities believe that there will be significant opportunities associated with their investment in the Company, the SLP Entities realize that there are also substantial risks (including the risks and uncertainties relating to the prospects of the Company) and that such opportunities may not ever be fully realized.

If the Mergers are completed, each of the Company and OpCo will become an indirect, wholly owned subsidiaries of the Parent Entities, and the Company Common Stock will cease to be publicly traded. The SLP Entities believe that structuring the Transactions in such manner is preferable to other alternative transaction structures because (i) it will enable the Parent Entities to indirectly acquire all of the outstanding shares of the Company and interests of OpCo at the same time, (ii) it will allow the Company to cease to be a publicly registered and reporting company, (iii) it represents an opportunity for the Unaffiliated Stockholders to immediately realize the value of their investment in the Company and OpCo and (iv) it allows the Parent Entities to invest in the Company and OpCo.

Interests of Our Directors and Executive Officers in the Mergers

The Company’s executive officers and non-employee directors (who are also not employed by or affiliated with Silver Lake) have interests in the Mergers that may be different from, or in addition to, the interests of the Company’s Public Stockholders generally. The Executive Committee and Special Committee were aware of these interests and considered them, among other matters, in approving the Merger Agreement. These interests are described below.

For purposes of the discussion below, the Company’s executive officers and non-employee directors (who are also not employed by or affiliated with Silver Lake), who have served as executive officers or non-employee directors of the Company at any point since the beginning of the last fiscal year, are the following individuals.

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Treatment of Company Equity Awards in the Mergers

Pursuant to the terms of the Merger Agreement, all Company Equity Awards held by our executive officers and non-employee directors (who are also not employed by or affiliated with Silver Lake) will generally be subject to the treatment described below. No executive officer or non-employee director holds any Phantom Units. All OpCo Membership Interests and OpCo Profits Units held by our executive officers are fully vested and will be entitled to certain payments described in the section entitled “Summary — The Merger Consideration” beginning on page [ ● ].

Restricted Stock Units and Performance Stock Units

Each Vested Company RSU and Vested Company PSU will be cancelled as of the Effective Time and converted into the right to receive an amount in cash, without interest, equal to the product, rounded to the nearest cent, of (x) the Company Merger Consideration and (y) the number of shares of Class A Common Stock subject to such Vested Company RSU or Vested Company PSU (as applicable) (such amount, the “Vested Company RSU/PSU Payment”), less applicable taxes and authorized deductions. Surviving OpCo will, or will cause its applicable subsidiary to, pay through the payroll of such applicable subsidiary to each holder of Vested Company RSUs or Vested Company PSUs the applicable Vested Company RSU/PSU Payment, as soon as practicable following the Effective Time and in any event within 40 business days following the Effective Time (except as required to comply with applicable law).

The treatment of each Unvested Company RSU will be determined by the Executive Committee prior to the Effective Time or, if not determined prior to the Effective Time, by the administrator of the Company Stock Plan as soon as reasonably practicable following the Effective Time.

All Unvested Company PSUs will, at the Effective Time, automatically be cancelled and no payment will be made with respect thereto. The Unvested Company PSUs are subject to vesting based on the Company’s achievement of certain share prices, all of which are above the Merger Consideration of $27.50 and accordingly, are not expected to vest in connection with the Mergers.

Options

At the Effective Time, each Vested Company Option will automatically be cancelled and converted into the right to receive an amount in cash (without interest and subject to any applicable tax withholdings), equal to (a) the number of shares of Class A Common Stock subject to such Vested Company Option, multiplied by (b) (1) the Company Merger Consideration less (2) the exercise price per share of such Vested Company Option, in effect immediately prior to the Effective Time (the “Option Consideration”); provided that, if the exercise price per share of such Vested Company Option is equal to or greater than the Company Merger Consideration, the Option Consideration for such Vested Company Option will be zero. Any Company Option that has an exercise price per share equal to or greater than the Company Merger Consideration will automatically be cancelled without any payment being made in respect thereof. All Unvested Company Options will be cancelled for no consideration in accordance with the terms of the Merger Agreement and as such no value is attributed to such award. The Surviving Company will cause its applicable subsidiary to pay, through the payroll of such applicable subsidiary, to each holder of a Vested Company Option the applicable Option Consideration, as soon as practicable following the Effective Time and in any event within 40 business days following the Effective Time (except as required to comply with applicable law).

Quantification of Company Equity Awards Held by Executive Officers and Non-Employee Directors

The following tables set forth (a) the number of shares of Class A Common Stock subject to Vested Company Options, and Unvested Company RSUs held by the Company’s non-employee directors and executive officers as of July 31, 2024, (which is the latest practicable date to determine amounts due before the filing of

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this information statement and is the assumed Closing Date solely for purposes of this disclosure), and (b) the estimated value of such awards (on a pre-tax basis) in connection with the Mergers based on the Merger Consideration of $27.50 per share. As noted above, all Unvested Company Options and Unvested Company PSUs will be cancelled for no consideration in accordance with the Merger Agreement and, accordingly, are not included in the tables below. The treatment of Unvested Company RSUs in connection with the Mergers has not yet been determined, but, out of an abundance of caution, the value of Unvested Company RSUs (based on the Merger Consideration) is included below for purposes of this disclosure.

Company Options

Company RSUs

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Severance Entitlements

Following the Effective Time, certain of our executive officers may be entitled to certain severance benefits following certain terminations of employment. The severance benefits (if any) are described directly below. No severance payments or benefits are payable in the event of a termination for cause. For an estimate of the amounts that would be realized by each of our named executive officers upon a qualifying termination event under their employment agreements, see the section entitled “The Special Factors — Interests of Our Directors and Executive Officers in the Mergers — Quantification of Potential Payments and Benefits to Named Executive Officers in Connection with the Mergers” beginning on page [ ● ].

Ariel Emanuel

Under the Emanuel Letter Agreement, if Mr. Emanuel resigns for “good reason” (as defined in the Emanuel Letter Agreement), he will be entitled to an amount equal to the Emanuel Asset Sale Bonus (to the extent not yet paid), subject to Mr. Emanuel’s execution and non-revocation of a release of claims. Mr. Emanuel is otherwise not entitled to any cash severance benefits.

Patrick Whitesell

Under the Whitesell Letter Agreement, upon termination of Mr. Whitesell’s current employment agreement and restrictive covenant agreement with the Company and OpCo at the Effective Time (or by Mr. Whitesell without “good reason”, if earlier), Mr. Whitesell is entitled to a prorated portion of $5,775,000 (which was the amount of Mr. Whitesell’s annual bonus earned in respect of 2023), with such proration based on the number of days employed during the year in which the termination occurs (subject to Mr. Whitesell’s execution, delivery and non-revocation of a general release of claims). Mr. Whitesell is otherwise not entitled to any cash severance benefits.

Under the Whitesell Letter Agreement, Mr. Whitesell will receive a one-time cash payment in the amount of $60,000,000 if he is not appointed as Chairman of WME or declines such appointment.

Mark Shapiro

Under the Shapiro A&R Employment Agreement, Mr. Shapiro is entitled to severance upon different employment termination scenarios. If Mr. Shapiro’s employment is terminated without “cause” or due to a resignation for “good reason” (each as defined in the Shapiro A&R Employment Agreement) (other than in connection with a Shapiro Asset Sale Termination), he will receive (a) continued payment of his base salary during the Shapiro Severance Period, (b) payment of his guaranteed bonus for each calendar year during the Shapiro Severance Period (prorated for any partial year) and (c) payment in the amount of the foregone Shapiro Asset Sale Bonus. Mr. Shapiro’s retention bonus will no longer be subject to repayment, subject to Mr. Shapiro’s execution of a release of claims and continued compliance with applicable restrictive covenants.

If Mr. Shapiro’s employment is terminated due to an employer non-renewal of the employment term, he will receive (a) continued payment of his base salary during the Shapiro Non-Renewal Continuation Period and (b) payment of his guaranteed bonus for each calendar year during the Shapiro Non-Renewal Continuation Period (prorated for any partial year).

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If Mr. Shapiro’s employment is terminated due to death or disability, he will receive a pro-rated guaranteed bonus.

If Mr. Shapiro’s employment is terminated following the end of the employment term (other than as a result of employer non-renewal or for cause), he will receive a pro-rated guaranteed bonus for the last year of the employment term.

If Mr. Shapiro’s employment is terminated in a Shapiro Asset Sale Termination, he will be entitled to a prorated guaranteed annual bonus.

If Mr. Shapiro is appointed as managing partner and sole president of WME following payment of the Shapiro Asset Sale Bonus that results from a Final Shapiro Asset Sale and Mr. Shapiro’s employment is subsequently terminated by WME without “cause” or Mr. Shapiro resigns from his WME role for “good reason”, he will be entitled to an amount equal to his base salary and target annual bonus, payable over 12 months.

Payment of the severance benefits is subject to the execution and non-revocation of a release of claims.

Jason Lublin

If Mr. Lublin’s employment is terminated without “cause” or due to a resignation for “good reason” (each as defined in his employment agreement) before the expiration of his employment term (i.e., May 3, 2026), he is entitled to (i) continued payment of his base salary commencing on the date of termination and ending on the later of (x) May 3, 2026 and (y) the first anniversary of the termination date (such period, the “Lublin Severance Period”), (ii) payment of his guaranteed bonus (i.e., $750,000) for each calendar year during the Lublin Severance Period (prorated for any partial year at the end of the Lublin Severance Period) and (iii) acceleration of his outstanding annual Company equity awards subject to time-based vesting. Mr. Lublin’s retention bonus will no longer be subject to repayment, subject to Mr. Lublin’s execution of a release of claims and continued compliance with applicable restrictive covenants.

If Mr. Lublin’s employment is terminated due to an employer non-renewal, he shall be entitled to (i) continued payment of his base salary as though he had remained employed for twelve (12) months following termination and (ii) payment of a full year’s guaranteed bonus under his agreement (i.e., $750,000).

If Mr. Lublin’s employment is terminated due to death or disability, he will be entitled to payment of his target annual bonus for the fiscal year of termination, prorated for the portion of the fiscal year he was employed.

If Mr. Lublin’s employment is terminated in fiscal year 2026, following May 3, 2026 and other than as a result of an employer non-renewal or by the Company for cause, he shall only be entitled to payment of his annual bonus for fiscal year 2026 based on actual performance, prorated for the portion of the fiscal year he was employed.

Payment of the severance benefits is subject to the execution and non-revocation of a release of claims.

Seth Krauss

If Mr. Krauss’s employment is terminated without “cause” or due to a resignation for “good reason” (each as defined in his employment agreement) before the expiration of his employment term (i.e., December 31, 2024), he is entitled to (i) continued payment of his base salary as though he had remained employed through the later of (A) December 31, 2024, and (B) the first anniversary of the date of termination, (ii) payment equal to the target bonus for the calendar year in which termination occurs and (iii) accelerated vesting of the portion of his annual Company equity awards subject to time-based vesting. Mr. Krauss’ retention bonus will no longer be subject to repayment, subject to Mr. Krauss’ execution of a release of claims and continued compliance with applicable restrictive covenants.

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If Mr. Krauss’s employment is terminated due to an employer non-renewal, he shall be entitled to continued payment of his base salary as though he had remained employed for six months following termination. Payment of the severance benefits is subject to the execution and non-revocation of a release of claims.

Rollover Agreements

Each of (i) Ariel Emanuel, The Ariel Z. Emanuel Living Trust, dated November 13, 2017, and the Executive Holdcos, (ii) Patrick Whitesell, The Patrick Whitesell Revocable Trust, dated May 31, 2019, and the Executive Holdcos and (iii) Mark Shapiro is party to a Rollover Agreement, pursuant to which each Rollover Holder agreed, among other things (as more fully described in the section entitled “Other Agreements — Rollover Agreements” beginning on page [ ● ]), on the terms and subject to the conditions set forth in the Rollover Agreements, that certain of their equity interests in OpCo and/or certain of shares of Class A Common Stock they own will remain outstanding following the OpCo Merger and/or Company Merger, with such Rollover Units and Rollover Shares to be treated in accordance with the terms of the Merger Agreement as more fully described in the section entitled “The Merger Agreement — Consideration to be Received in the Mergers” beginning on page [ ● ].

Rollover Shares and Rollover Units