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Printmgr File Subject to Completion. Dated September 16, 2019. Preliminary Prospectus iled with the n any state or Class A Common Stock 19,354,839 Shares This is an initial public offering of shares of Class A common stock of Endeavor Group Holdings, Inc. All of the 19,354,839 shares of Class A common stock being offered are being sold by the Company. Prior to this offering, there has been no public market for the Class A common stock. It is currently estimated that the initial public offering price per share will be between $30.00 and $32.00. We currently conduct our business through Endeavor Operating Company and its subsidiaries. Prior to the closing of this offering, we intend to complete an internal reorganization through a series of transactions, which we refer to as the “reorganization transactions.” After the completion of this offering, Endeavor Group Holdings will manage and operate the business and control the strategic decisions and day-to-day operations of Endeavor Operating Company through Endeavor Manager and include the operations of Endeavor Operating Company in our consolidated financial statements. Following this offering, Endeavor Group Holdings, Inc. will have four classes of authorized common stock: Class A common stock, Class B common stock, Class X common stock and Class Y common stock. The Class A common stock offered hereby and the Class X common stock will have one vote per share. The Class Y common stock will have 20 votes per share. The Class B common stock will be non-voting. Our Chief Executive Officer, Ariel Emanuel, and our Executive Chairman, Patrick Whitesell, and their affiliates, together with affiliates of Silver Lake Partners will hold a majority of our issued and outstanding Class Y common stock, Class X common stock and, in the case of affiliates of Silver Lake Partners, Class A common stock after this offering and, as a group, will control more than a majority of the combined voting power of our common stock. As a result, they will be able to control any action requiring the general approval of our stockholders, including the election of our board of directors, the adoption of amendments to our certificate of incorporation and by-laws and the approval of any merger or sale of substantially all of our assets. We have applied to list the Class A common stock on the New York Stock Exchange (the “Exchange”) under the symbol “EDR.” We will be a “controlled company” under the corporate governance rules of the Exchange applicable to listed companies, and therefore we will be permitted to, and we intend to, elect not to comply with certain corporate governance requirements thereunder. See “Management—Controlled Company.” Investing in our Class A common stock involves risks. See “Risk Factors” on page 32 to read about factors you should consider before buying shares of our Class A common stock. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per Share Total Initial public offering price . .................................... $ $ Underwriting discount(1) . ................................... $ $ Proceeds, before expenses, to us . ............................. $ $ (1) See “Underwriting (Conflicts of Interest).” To the extent that the underwriters sell more than 19,354,839 shares of Class A common stock, the underwriters have the option to purchase up to an additional 2,903,225 shares from us at the initial public offering price less the underwriting discount within 30 days from the date of this prospectus. The underwriters expect to deliver the shares against payment in New York, New York on , 2019. Goldman Sachs & Co. LLC KKR J.P. Morgan Morgan Stanley Deutsche Bank Securities Barclays Citigroup Credit Suisse RBC Capital Markets UBS Investment Bank Evercore ISI Jefferies HSBC BTIG CODE DBO LionTree Moelis & Sandler O’Neill + Academy Ramirez & Co., Inc. Siebert Cisneros The Williams Capital Advisors Partners Company Partners, L.P. Securities Shank & Co., L.L.C. Group, L.P. Securities and Exchange Commissionjurisdiction is where effective. the This offer preliminary or sale prospectus is is not not permitted. an offer to sell nor does it seek an offer to buy these securities i The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement f Prospectus dated , 2019. TALENT REPRESENTATION DEVELOPMENT MARKETING DISTRIBUTION AND LICENSING AND SALES EVENT MANAGEMENT DIRECT-TO-CONSUMER 1977 Laraine Ashton Agency joins IMG, followed by International 2001 Legends in the early 1980s. This forms the basis of IMG Models, IMG acquires the 7th on which now represents seven of Sixth events, now New York Forbes 10 women on ’ 2019 list of Fashion Week: The Shows, one the highest paid models. of a number of international The William Morris Agency fashion events the company (WMA) forms in New York stages annually. 1964 City, eventually becoming 1987 the longest-running talent IMG creates golf’s World agency in the world. Match Play Championship. IMG acquires Nick The company now manages Bollettieri Tennis and produces tournaments Academy, forming around the world as part of the basis of IMG a portfolio of more than 700 Academy, now one events annually, including of the leading sports 1910 sporting events covering 20 training institutions sports across 25 countries, in the world. Screen legend Charlie international fashion weeks, art Chaplin signs with fairs and music, culinary and WMA, strengthening the lifestyle festivals. company’s foothold in the fast-growing film industry. 1955 2000 Marilyn Monroe and Elvis Patrick Whitesell, now Presley join WMA as clients; 1968 Endeavor Executive the present-day Endeavor Chairman, joins IMG first signs represents more than Endeavor, bringing Wimbledon as a client. 6,000 clients, including expertise in movies. The relationship now leading entertainers, 1976 spans more than 50 content creators, legendary years and includes IMG stages one of its athletes, sports institutions, media production and first tennis events, style icons and blue-chip distribution, as well as the Pepsi Grand Slam; brands. sponsorships. the company is now involved in numerous tennis events globally, including owning the Miami Open. Four former ICM agents, including current Endeavor CEO Ariel Mark McCormack starts IMG in Emanuel, form the a handshake deal with Arnold Endeavor Talent Agency, Palmer, marking what many a boutique agency with a consider the beginning of focus on television. modern-day sports marketing. WME acquires IMG, creating WME | IMG (now Endeavor), a leading global entity in entertainment and sports. Fast Company names WME to its list of the 50 Most Innovative Companies. Endeavor WMA and Endeavor merge to form and/or its subsidiaries have been named WME in the biggest talent agency to the list several more times since. merger in history. 2018 The WME (now Endeavor) Foundation, Endeavor expands into a 501c3 non-profit, is established. new verticals, including 2015 Its mission is to ensure that the podcasts (Endeavor Audio), VIP experiences industries Endeavor works in are Endeavor makes a (Endeavor Experiences) accessible to all. The Foundation is number of strategic and education; part of Endeavor Impact, a broader acquisitions, including enhances its sports The Wall Group, the Miss social impact effort that focuses betting business (IMG Universe Organization and on equity, democracy, inclusion and Arena); and acquires Professional Bull Riders. sustainability, and provides cause OTT leader NeuLion (now consulting to clients looking to Endeavor Streaming). leverage their influence and reach to promote social change. 2012 2017 WME forms a strategic Endeavor launches Endeavor partnership with Silver Lake Content, which has financed Partners, a global leader in and/or sold more than 100 technology investing, which shows and films since. becomes a catalyst for a growth period that includes more than 20 acquisitions and a number of organic 2007 growth initiatives. IMG College, now Learfield IMG College, forms with the acquisition of the Collegiate Endeavor acquires UFC, the world’s Licensing Company (CLC), premier professional mixed martial arts Host Communications and organization, and arts media and events ISP. company Frieze. 2010 Endeavor China forms with investment capital from Sequoia Capital China, Tencent Fortune names Ariel Emanuel and affiliates of FountainVest Partners. and Patrick Whitesell to its “Businesspersons of the Endeavor is named one of Fortune’s “25 Year” list. Most Important Private Companies.” TABLE OF CONTENTS Page Letter From Our CEO .................................................................... iv Prospectus Summary .................................................................... 1 Risk Factors ........................................................................... 32 Forward-Looking Statements .............................................................. 65 Organizational Structure .................................................................. 67 Use of Proceeds ........................................................................ 81 Dividend Policy ........................................................................ 82 Capitalization .......................................................................... 83 Dilution ..............................................................................
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