TKO Group Holdings has entered into an agreement to acquire Professional Bull Riders, On Location and IMG from its majority owner Endeavor Group Holdings for $3.25 billion as it looks to expand its operational footprint.
The all-equity transaction, which is slated to close in the first half of 2025, will increase Endeavor’s ownership in the UFC and WWE parent from 53% to 59% upon completion, while the other existing TKO shareholders will own 41%.
The deal received unanimous approval from the board of directors and written consent of stockholders representing a majority of the outstanding voting interests of TKO. No other stockholder approval is required, though it is subject to satisfaction of customary closing conditions, required regulatory approvals and purchase price adjustments to be settled in cash and equity.
Professional Bull Riders organizes more than 200 annual live events, welcoming approximately 1.25 million fans and reaching more than 285 million households in more than 65 territories.
On Location is a provider of premium experiences for fans attending more than 1,200 sporting events, including the Super Bowl, Ryder Cup, NCAA Final Four, FIFA World Cup 26, and the 2026 and 2028 Olympic and Paralympic Games, in addition to year-round live events organized by UFC and WWE.
IMG is one of the largest global distributors and producers of sports content, packages and sells media rights and brand partnerships, and provides industry-leading strategic consultancy, digital services, and event management for more than 200 rightsholders. Clients include the National Football League, English Premier League, International Olympic Committee, National Hockey League, Major League Soccer, ATP and WTA Tours, the All England Lawn Tennis & Croquet Club (Wimbledon), EuroLeague Basketball, DP World Tour, and The R&A, as well as UFC, WWE, and PBR.
TKO president and COO Mark Shapiro said the assets would bolster the company’s portfolio and position in premium sports globally.
“Within TKO, they will help power the growth of our revenue streams and position us to capture even more upside from some of the most attractive parts of our sports ecosystem: media rights, live events, ticket sales, premium experiences, brand partnerships, and site fees,” he said in a statement. “These assets are already built into our business strategy at TKO and will serve to further enhance our strong track record of execution across UFC and WWE.”
PBR CEO and Commissioner Sean Gleason, On Location president Paul Caineand IMG president Adam Kelly will continue to lead their organizations following the closing of the transaction. The acquisition of IMG does not include businesses associated with the IMG brand in licensing, models, and tennis representation, nor IMG’s full events portfolio.
The deal comes after private equity firm Silver Lake revealed its plan to take Endeavor private earlier this year in a $13 billion deal, which is slated to close by the end of the first quarter of 2025.
The plan includes transferring, divesting or selling certain business units or assets, excluding TKO and any of its subsidiaries and the agency representation business WME.
In its second quarter earnings release for 2024, Endeavor said that it was actively marketing OpenBet and IMG Arena.
In addition, TKO also authorized a $2 billion share repurchase program for its Class A common stock, which is expected to be completed in the next three to four years, as well as a new quarterly cash dividend program, with Class A shareholders to receive their pro rata share of $75 million in quarterly distributions starting March 31, 2025.
The share repurchase program authorization and approval to initiate a quarterly cash dividend program are separate from and are not conditional upon TKO closing the acquisition of PBR, On Location, and IMG.
“Today’s announcements reflect the continued strength of our underlying business and our commitment to deploying capital through a balanced capital allocation strategy, including through our share repurchase program and quarterly cash dividend program,” TKO CEO and executive chair Ari Emanuel said. “This underscores our continued focus on delivering sustainable long-term value for our shareholders.”
Shares of TKO fell 6% during Thursday’s trading session following the news, while Endeavor slipped 0.27%.
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