TKO Tko 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:

TKO Group Holdings, Inc.

(Name of Registrant As Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

TKO Group Holdings, Inc.

200 Fifth Avenue, 7^th Floor

New York, NY 10010

NOTICE OF ACTION BY WRITTEN CONSENT AND INFORMATION STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

[●], 2024

To Our Stockholders:

This notice of action by written consent and the accompanying information statement (the “Information Statement”) is being furnished by the Board of Directors (the “Board”) of TKO Group Holdings, Inc., a Delaware corporation (the “Company”, “TKO PubCo”, “we”, “us” or “our”), to the holders of record at the close of business on October 23, 2024 (the “Record Date”) of the outstanding shares of TKO PubCo Class A common stock, $0.00001 par value per share (“TKO PubCo Class A Common Stock”), and TKO PubCo Class B common stock, $0.00001 par value per share (“TKO PubCo Class B Common Stock”, together with the TKO PubCo Class A Common Stock, the “TKO PubCo Shares”), pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with the Transaction Agreement, dated as of October 23, 2024, by and among IMG Worldwide, LLC, a Delaware limited liability company (“IMG Worldwide”), Endeavor Operating Company, LLC, a Delaware limited liability company (“EOC” and, together with IMG Worldwide, the “EDR Parties”), Trans World International, LLC (“TWI”), TKO Operating Company, LLC, a Delaware limited liability company (“TKO”) and TKO PubCo (together with TKO, the “TKO Parties”) (the “Transaction Agreement”), a copy of which is attached as Annex A to this Information Statement and incorporated by reference into this notice.

The Transaction Agreement provides that, subject to the terms and conditions set forth therein, at the Closing, the EDR Parties will directly or indirectly contribute, assign and transfer to TKO the Professional Bull Riders, On Location and IMG businesses (including the IMG Media business and certain other businesses operating under the IMG brand) currently operated by the EDR Parties, each as further described in the section entitled “Management’s Discussion and Analysis of the Businesses” beginning on page [●]) (collectively, the “Businesses”), in exchange for 26,139,590 limited liability company interests of TKO (“TKO Common Units”), having an aggregate value of $3.25 billion (based on the volume-weighted average sale price of TKO PubCo Class A Common Stock for the twenty five (25) trading days ending on October 23, 2024 (the “Closing Consideration”)), and will subscribe for an equivalent number of corresponding shares of TKO PubCo Class B Common Stock, subject to certain customary purchase price adjustments to be settled at the Closing in equity and cash (collectively, and together with the transactions contemplated by the Transaction Agreement and the Ancillary Agreements (as defined below), the “Transaction”). For the avoidance of doubt, the acquisition of the IMG businesses by the Company does not include certain businesses associated with the IMG brand in connection with licensing, models, and tennis representation, nor does it include IMG’s full events portfolio.

The Transaction Agreement, the Ancillary Agreements, and the Transaction were unanimously approved and determined to be advisable, fair to and in the best interests of TKO PubCo and the holders of the issued and outstanding TKO PubCo Shares, including the Public Stockholders (as defined below), by the Board upon unanimous recommendation of an independent special committee of the board of directors of TKO PubCo (the “Special Committee” and, such recommendation, the “Special Committee Recommendation”) — a committee

comprised solely of independent and disinterested directors with respect to the Transaction that was established by the Board to (i) review, evaluate, investigate, pursue and negotiate (or oversee and direct the negotiation of) the structure, form, conditions and terms of the Transaction and of any definitive agreements in connection therewith (it being understood that the Special Committee was not delegated authority to (x) review, evaluate or negotiate the transactions other than the Transaction, (y) seek or solicit interest in any other strategic transaction from any party or (z) communicate or negotiate directly or indirectly with any other potential party to any other strategic transaction), (ii) meet with the management of TKO PubCo, members of the Board and outside advisors engaged by TKO PubCo or the Special Committee on a regular basis, (iii) make a determination as to whether the Transaction (and any definitive agreements with respect to the Transaction) is fair to, and in the best interests of, TKO PubCo and the holders of the issued and outstanding TKO PubCo Shares, (iv) if the Special Committee deems appropriate, recommend to the Board (for or against) the approval of the Transaction and the execution and delivery of the definitive documentation providing for the Transaction, and (v) engage its own advisors and agents, including financial and legal advisors.

Stockholder approval of the Transaction Agreement, including the Transaction, is also required pursuant to Section 312.03 of the New York Stock Exchange (“NYSE”) Listed Company Manual, which requires stockholder approval prior to the issuance of TKO PubCo Shares, or of securities convertible into TKO PubCo Shares, in any transaction or series of related transactions to a director, officer, controlling shareholder or member of a control group or any other “substantial security holder” of TKO PubCo if the number of TKO PubCo Shares, or the number of TKO PubCo Shares into which the securities may be converted, exceeds one percent (1%) of the voting power of TKO PubCo before such issuance. Because the TKO PubCo Shares to be issued to the EDR Parties, who are considered a “controlling shareholder” of TKO PubCo under Section 312.03 of the NYSE Listed Company Manual, pursuant to the Transaction Agreement, including the Transaction, exceeds one percent (1%) of the number of TKO PubCo Shares outstanding before the issuance, TKO PubCo stockholder approval is required.

In accordance with Section 228 of the Delaware General Corporate Law (the “DGCL”), following execution of the Transaction Agreement, EOC, January Capital Holdco, LLC, a Delaware limited liability company (“January HoldCo”), January Capital Sub, LLC, a Delaware limited liability company (“January Sub”) and WME IMG, LLC, a Delaware limited liability company (“WME IMG” and, together with EOC, January HoldCo and January Sub, the “Specified Stockholders”), who collectively on the Record Date held more than a majority of the combined voting power of the of the total issued and outstanding TKO PubCo Shares, executed and delivered to TKO PubCo a written consent approving and adopting the Transaction Agreement and the Transaction (the “Stockholder Approval”) in lieu of a special meeting of stockholders, which is attached hereto as Annex B (the “Written Consent”). 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 TKO PubCo Shares entitled to vote thereon have adopted and approved the Transaction Agreement and the Transaction. The delivery of the Written Consent constituted the necessary approvals of stockholders for the approval of the Transaction Agreement and the Transaction, subject to the other conditions set forth in the Transaction Agreement (as further described herein). As a result, no further action by any stockholder of TKO PubCo is required under applicable law or the Transaction Agreement (or otherwise) to adopt the Transaction Agreement, Ancillary Agreements or approve the Transaction, and TKO PubCo will not be soliciting your vote for or consent to the adoption of the Transaction Agreement and the approval of the Transaction and will not call a stockholders’ meeting for purposes of voting on the adoption of the Transaction Agreement and the approval of the Transaction.

This notice and the accompanying Information Statement will constitute notice to you from TKO PubCo of the Written Consent contemplated by Section 228(e) of the DGCL, Section 312.03 of the NYSE Listed Company Manual, TKO PubCo’s Amended and Restated Certificate of Incorporation of TKO PubCo, dated as of September 12, 2023 (as may be amended, modified or restated from time, the “TKO PubCo Certificate of Incorporation”) and Rule 14c-2 promulgated under the Exchange Act. We expect to consummate the Transaction in the first half of 2025. However, there can be no assurances that the Transaction will be completed at all, or if completed, that it will be completed at such time. You are urged to read the Information Statement in its entirety for a description of the action taken by a majority of the holders of TKO PubCo Shares.

PLEASE NOTE THAT THE SPECIFIED STOCKHOLDERS HAVE VOTED TO APPROVE AND ADOPT THE TRANSACTION AGREEMENT, INCLUDING THE TRANSACTION. THE NUMBER OF VOTES HELD BY THE SPECIFIED STOCKHOLDERS IS SUFFICIENT TO SATISFY THE STOCKHOLDER VOTE REQUIREMENT UNDER THE DGCL AND NYSE SECTION 312.03 FOR APPROVING THE TRANSACTION AGREEMENT, INCLUDING THE TRANSACTION. CONSEQUENTLY, NO ADDITIONAL VOTES WILL BE NEEDED TO APPROVE THE TRANSACTION AGREEMENT, INCLUDING THE TRANSACTION.

The Information Statement accompanying this letter provides you with more specific information concerning the Transaction Agreement, including the Transaction. We encourage you to carefully read this Information Statement and the copies of the Transaction Agreement and Written Consent included, respectively, as Annex A and Annex B to the Information Statement.

BY ORDER OF THE BOARD OF DIRECTORS,

Seth Krauss

Chief Legal and Administrative Officer

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Transaction, passed upon the merits or fairness of the Transaction, 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.

The Information Statement is dated [●], 2024 and is being mailed on [●], 2024 to our stockholders of record as of October 23, 2024 and [●], 2024.

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TKO Group Holdings, Inc.

200 Fifth Avenue, 7^th Floor

New York, NY 10010

INFORMATION STATEMENT

This notice of action by written consent and the accompanying information statement (the “Information Statement”) is first being furnished by the Board of Directors (the “Board”) of TKO Group Holdings, Inc., a Delaware corporation (the “Company”, “TKO PubCo”, “we”, “us” or “our”), on or about [●], 2024, to the holders of record at the close of business on October 23, 2024 (the “Record Date”) of the outstanding shares of TKO PubCo Class A common stock, $0.00001 par value per share (“TKO PubCo Class A Common Stock”), and TKO PubCo Class B common stock, $0.00001 par value per share (“TKO PubCo Class B Common Stock”) (together with the TKO PubCo Class A Common Stock, the “TKO PubCo Shares”), in connection with the Transaction Agreement, dated as of October 23, 2024, by and among IMG Worldwide, LLC, a Delaware limited liability company (“IMG Worldwide”), Endeavor Operating Company, LLC, a Delaware limited liability company (“EOC” and, together with IMG Worldwide, the “EDR Parties”), Trans World International, LLC (“TWI”), TKO Operating Company, LLC, a Delaware limited liability company (“TKO”) and TKO PubCo (together with TKO, the “TKO Parties”) (the “Transaction Agreement”), copy of which is attached as Annex A to this Information Statement and incorporated by reference into this Information Statement.

The Transaction Agreement provides that, subject to the terms and conditions set forth therein, at the Closing, the EDR Parties will directly or indirectly contribute, assign and transfer to TKO the Professional Bull Riders, On Location and IMG businesses (including the IMG Media business and certain other businesses operating under the IMG brand) currently operated by the EDR Parties, each as further described in the section entitled “Management’s Discussion and Analysis of the Businesses” beginning on page [●] (collectively, the “Businesses”), in exchange for 26,139,590 limited liability company interests of TKO (“TKO Common Units”), having an aggregate value of $3.25 billion (based on the volume weighted average stock price (“VWAP”) of TKO PubCo Class A Common Stock for the twenty five (25) trading days ending on October 23, 2024 (the “Closing Consideration”)), and will subscribe for an equivalent number of corresponding shares of TKO PubCo Class B Common Stock, subject to certain customary purchase price adjustments to be settled at the Closing in equity and cash (collectively, and together with the transactions contemplated by the Transaction Agreement and the Ancillary Agreements (as defined herein), the “Transaction”). For the avoidance of doubt, the acquisition of the IMG businesses by the Company does not include certain businesses associated with the IMG brand in connection with licensing, models, and tennis representation, nor does it include IMG’s full events portfolio.

The purpose of this Information Statement is to inform TKO PubCo’s stockholders of an action by written consent of EOC, January Capital Holdco, LLC, a Delaware limited liability company (“January HoldCo”), January Capital Sub, LLC, a Delaware limited liability company (“January Sub”) and WME IMG, LLC, a Delaware limited liability company (“WME IMG” and, together with EOC, January HoldCo and January Sub, the “Specified Stockholders”), holders of a majority of the TKO PubCo Shares, which is attached hereto as Annex B (the “Written Consent”). On October 23, 2024, the Specified Stockholders approved the Transaction Agreement, including the Transaction.

The Written Consent constitutes the consent of a majority of outstanding TKO PubCo Shares and is sufficient under the Delaware General Corporate Law (“DGCL”), TKO PubCo’s Amended and Restated Certificate of Incorporation of TKO PubCo, dated as of September 12, 2023 (as may be amended, modified or restated from time, the “TKO PubCo Certificate of Incorporation”), and the New York Stock Exchange (“NYSE”) Listed Company Manual to approve the Transaction Agreement, including the Transaction. Accordingly, the Transaction Agreement, including the Transaction, will not be submitted to the other stockholders of TKO PubCo for a vote, and this Information Statement is being furnished to such other stockholders to provide them with certain information concerning the Transaction Agreement, including the Transaction in accordance with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED

NOT TO SEND US A PROXY.

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QUESTIONS AND ANSWERS ABOUT THE TRANSACTION

The following questions and answers are intended to briefly address commonly asked questions as they pertain to the Transaction Agreement and the Transaction. These questions and answers may not address all questions that may be important to you as a TKO PubCo stockholder. Please refer to the section entitled “Summary” beginning on page [●] 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 [●].

A copy of the Transaction Agreement and the Written Consent are included as Annex A and Annex B to this Information Statement, respectively.

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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 (as defined below) between the TKO Parties, the EDR Parties and TWI, including statements regarding the expected impacts and benefits of the Potential Transaction, the expected timetable for completing the Transaction, future financial and operating results, general business outlook and any other statements about the future expectations, beliefs, goals, plans or prospects. 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 Transaction — Certain Financial Projections of the Businesses” beginning on page [●]. Any statements that are not statements of historical fact (including statements containing the words “aim,” “anticipate,” “believe,” “could,” “mission,” “may,” “will,” “should,” “expect,” “intend,” “plan,” “estimate,” “project,” “predict,” “potential,” “target,” “contemplate,” or, in each case, their negative, or other variations or comparable terminology and expressions) are intended to identify forward-looking statements. The forward-looking statements in this Information Statement, and the documents to which we refer you in this Information Statement, are only predictions. TKO PubCo’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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RISK FACTORS

In addition to the other information contained in or incorporated by reference in this Information Statement, including the risk factors contained in TKO PubCo’s annual report on Form 10-K for the year ended December 31, 2023, as updated by the subsequent Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2024, June 30, 2024 and September 30, 2024, which are each incorporated by reference in this Information Statement, you should carefully review the risks described below together with all of the other information included in this Information Statement. Additional risks and uncertainties not presently known to TKO PubCo, the Businesses, or the EDR Parties, or that are not currently believed to be important to you, if they materialize, may also adversely affect the Transaction, TKO PubCo and the Transferred Entities. See the section entitled “Where You Can Find Additional Information” beginning on page [●] for the location of information incorporated by reference into this Information Statement.

The TKO Parties, TWI and the EDR Parties may fail to complete the Transaction if certain required conditions, many of which are outside the companies’ control, are not satisfied.

The completion of the Transaction is subject to various customary closing conditions, including, but not limited to, (i) the absence of any order, writ, judgment, injunction, decree, ruling, stipulation, directive, assessment, subpoena, verdict, determination or award issued, promulgated or entered, by or with any governmental entity that has the effect of making the Transaction illegal or otherwise restraining or prohibiting the consummation of the Transaction, (ii) subject to certain exceptions, the accuracy of the representations and warranties of the parties and (iii) compliance in all material respects by each party with the covenants and agreements contained in the Transaction Agreement. Despite the parties’ best efforts, they may not be able to satisfy the various closing conditions or obtain the necessary approvals in a timely fashion or at all.

TKO PubCo may fail to realize the anticipated benefits of the Transaction and may assume unanticipated liabilities.

The success of the Transaction will depend on, among other things, TKO PubCo’s ability to integrate the Businesses in a manner that realizes the various benefits, growth opportunities and synergies identified by the companies, as further described in the section entitled “The Transaction — Certain Financial Projections of the Businesses” beginning on page [●]. Achieving the anticipated benefits of the Transaction are subject to a number of risks and uncertainties.

Failure to complete the Transaction could negatively impact TKO PubCo’s stock price, future business and financial results.

If the Transaction is not completed, TKO PubCo will be subject to several risks, including the following:

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The market price of the TKO PubCo Class A Common Stock may be volatile, and holders of the TKO PubCo Class A Common Stock could lose a significant portion of their investment due to drops in the market price of the TKO PubCo Class A Common Stock following completion of the Transaction.

The market price of the TKO PubCo Class A Common Stock may be volatile, including changes in price caused by factors unrelated to TKO PubCo’s operating performance or prospects.

Specific factors that may have a significant effect on the market price for the TKO PubCo Class A Common Stock include, among others, the following:

The Issuance will dilute the percentage ownership interests of TKO PubCo’s stockholders.

If the Transaction is completed, TKO and TKO PubCo, as applicable, expect to issue approximately 26,139,590 TKO Common Units and 26,139,590 shares of TKO PubCo Class B Common Stock to the EDR Parties, who currently beneficially hold approximately 53.4% of the total outstanding TKO PubCo Shares. The issuance of TKO Common Units and TKO PubCo Class B Common Stock to the EDR Parties will cause a reduction in the relative percentage interest of TKO PubCo’s current stockholders in TKO PubCo’s voting power and market capitalization. The issuance will result in (i) an approximate [6]% reduction of equity ownership and (ii) an approximate [6]% reduction in the total voting power of the TKO PubCo Class A Common Stock.

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THE PARTIES TO THE TRANSACTION

TKO Group Holdings, Inc.

TKO PubCo is a premium sports and sports entertainment company that operates leading combat sport and sports entertainment brands. TKO PubCo includes UFC, the world’s premier mixed martial arts organization, and WWE, the recognized global leader in sports entertainment. Together, TKO PubCo’s organizations reach more than one (1) billion households in approximately 210 countries and territories, and TKO PubCo organizes more than 300 live events year-round, attracting more than two (2) million fans. TKO PubCo’s stock is traded on the NYSE under the ticker symbol “TKO.” TKO PubCo’s executive offices are located at 200 Fifth Avenue, 7^th Floor, New York, New York 10010. TKO PubCo’s telephone number is (646) 558-8333.

TKO Operating Company, LLC

TKO is a direct subsidiary of TKO PubCo. TKO’s executive offices are located at 200 Fifth Avenue, 7^th Floor, New York, New York 10010. TKO’s telephone number is (646) 558-8333.

Endeavor Operating Company, LLC

EOC is a Delaware limited liability company and an indirect subsidiary of EDR. EOC’s principal executive offices are located at 9601 Wilshire Boulevard, Beverly Hills, CA 90210. EOC’s telephone number is (310)  285-9000.

IMG Worldwide, LLC

IMG Worldwide is a Delaware limited liability company and an indirect subsidiary of EOC. IMG Worldwide’s principal executive offices are located at 11 Madison Avenue, New York, NY 10010. IMG Worldwide’s telephone number is (212) 586-5100.

Trans World International, LLC

TWI is a Delaware limited liability company and a wholly owned subsidiary of IMG Worldwide and indirect subsidiary of EOC. TWI’s principal executive offices are located at 11 Madison Avenue, New York, NY 10010. TWI’s telephone number is (212) 586-5100.

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THE TRANSACTION

Background of the Transaction

The following chronology summarizes the key meetings and events that led to the signing of the Transaction Agreement. The following chronology does not purport to catalogue every conversation among the Special Committee, the Board or the representatives of the Company or EDR or any other parties.

Since the Company’s inception in September 2023, the Board, together with the Company’s management team, have periodically reviewed and evaluated the Company’s performance, operations, financial condition, 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 have sometimes included outside advisors. The Board has also regularly engaged with the parent company of its controlling stockholders, EDR, to discuss EDR’s perspective on the Company’s strategic and financial direction.

On May 2, 2024, the Company received a letter from Jason Lublin, Chief Financial Officer of EDR, offering the Company the first opportunity to engage with EDR in a potential transaction to acquire EDR’s On Location (“OLE”) Business, IMG Media Business (which, for the avoidance of doubt, did not include the Formula Drift Business, Golf Events Business, Mailman Business and International Figure Skating Business (each as defined in the section entitled “Management’s Discussion and Analysis of the Businesses” beginning on page [●]) and PBR Business (collectively, the “Initial Businesses”) and, in connection with the potential transaction, terminate the TKO Services Agreement (the “Proposal” and any such potential transaction between EDR and the Company, a “Potential Transaction”) and stating that EDR had retained Latham & Watkins LLP (“Latham”) as its legal counsel. The Proposal included a proposed purchase price of $3.5 billion in cash on a cash-free, debt-free basis for the Initial Businesses, reflecting approximately $78 million in net cost savings and synergies that EDR indicated would be realized in connection with a Potential Transaction (including approximately $38 million in net annual savings resulting from the proposed termination of the TKO Services Agreement and approximately $40 million in operating expense cost savings). The Proposal stated that given EDR’s position as the controlling stockholder of the Company, EDR expected that, (i) prior to engaging in formal negotiations with the Company, the Board would form a special committee of independent and disinterested directors of the Company with respect to the Potential Transaction to review, evaluate and negotiate the Potential Transaction, (ii) the special committee would retain independent financial and legal advisors to assist in its review, evaluation and negotiation of the Potential Transaction and (iii) prior to signing a definitive transaction agreement, the Potential Transaction would require final approval from the to-be-formed special committee, as well as the Board, including a majority of the independent directors and the World Wrestling Entertainment designees (the “WWE Designees”) serving on the Board. The letter also proposed that all personnel employed by both EDR and the Company be recused from the evaluation, discussion and negotiations of the Potential Transaction at one of EDR or the Company. More specifically, the proposal with respect to such recusals included that (i) Mr. Krauss, as Chief Legal and Administrative Officer of the Company and Chief Administrative Officer and Senior Counsel to the Board of Directors and Senior Management of EDR, be recused from any evaluation, discussion or negotiations of the Proposal and the Potential Transaction in his capacity as Chief Administrative Officer and Senior Counsel to the Board of Directors and Senior Management of EDR so that he would be dedicated solely to the Company for this purpose, (ii) all other dual-hatted executives and other employees of EDR and the Company would continue to participate in the evaluation, discussion or negotiations of the Proposal and the Potential Transaction in their capacity as executives and employees of EDR and would be recused from the foregoing in their capacity as executives and employees of the Company and (iii) notwithstanding the foregoing, upon the request of the Board and the to-be-formed special committee, Messrs. Emanuel and Shapiro (in their capacity as executive officers and directors of the Company) would be available to discuss the Proposal and the Potential Transaction with the Board, the special committee and their respective advisors.

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Later on May 2, 2024, following receipt of the Proposal, the Board held its regularly scheduled quarterly meeting in person and via videoconference. A portion of that meeting related to the Proposal, which portion was attended by Mr. Krauss and Andrew Schleimer, the Chief Financial Officer of the Company. Egon Durban (a member of the Board who is also chairman of the board of directors of EDR and Co-CEO of Silver Lake) and Messrs. Emanuel and Shapiro recused themselves from such portion of the Board meeting. Messrs. Schleimer and Krauss and Company director Steven R. Koonin then proceeded to discuss the Proposal for the benefit of the Board, including (i) the proposed purchase price for the Potential Transaction, (ii) EDR’s expectation that, given EDR’s position as the controlling stockholder of the Company, (x) the Board would, prior to engaging in formal negotiations with EDR, form a special committee of independent and disinterested directors of the Company with respect to the Potential Transaction to review, evaluate and negotiate the Potential Transaction and that such special committee would retain independent legal and financial advisors to assist the special committee in connection with the foregoing and (y) prior to signing a definitive transaction agreement, the Potential Transaction would require final approval from the to-be-formed special committee, as well as the Board, including a majority of the independent directors and the WWE Designees, (iii) the proposed termination of the TKO Services Agreement in connection with the proposed Transaction and (iv) EDR’s proposed approach to recusals, including that (x) Mr. Krauss, as Chief Legal and Administrative Officer of the Company and Chief Administrative Officer and Senior Counsel to the Board of Directors and Senior Management of EDR, be recused from any evaluation, discussion or negotiations of the Proposal and the Potential Transaction in his capacity as Chief Administrative Officer and Senior Counsel to the Board of Directors and Senior Management of EDR so that he would be dedicated solely to the Company for this purpose, (y) all other dual-hatted executives and other employees of EDR and the Company would continue to participate in the evaluation, discussion or negotiations of the Proposal and the Potential Transaction in their capacity as executives and employees of EDR and would be recused from the foregoing in their capacity as executives and employees of the Company and (z) notwithstanding the foregoing, upon the request of the Board and the to-be-formed special committee, Messrs. Emanuel and Shapiro (in their capacity as executive officers and directors of the Company) would be available to discuss the Proposal and the Potential Transaction with the Board, the special committee and their respective advisors. Questions were asked and discussion ensued. Following discussion, Messrs. Durban, Emanuel and Shapiro re-joined the meeting to discuss certain matters unrelated to the Proposal.

On May 6, 2024, independent outside legal counsel for the Company and Company directors Steven R. Koonin and Carrie Wheeler met via telephonic call to discuss the formation of a special committee of independent and disinterested directors of the Company with respect to the Potential Transaction to review, evaluate and negotiate the Potential Transaction. Independent outside legal counsel thereafter spoke with representatives of Latham via telephonic call in order to discuss and clarify certain aspects of the Proposal.

On May 11, 2024, the Board acted by unanimous written consent to establish the Special Committee, consisting of Peter C.B. Bynoe, Steven R. Koonin, Nancy Tellem and Carrie Wheeler, each of whom the Board determined to be independent and disinterested with respect to the Potential Transaction. The Board delegated to the Special Committee, to the fullest extent permitted by law, all of its power, authority and obligation to (i) review, evaluate, investigate, pursue and negotiate (or oversee and direct the negotiation of) the structure, form, conditions and terms of the Potential Transaction and of any definitive agreements in connection therewith (it being understood that the Special Committee shall not have the authority to (x) review, evaluate or negotiate any transactions other than the Potential Transaction, (y) seek or solicit interest in any other strategic transaction from any party or (z) communicate or negotiate directly or indirectly with any other potential party to any other strategic transaction), (ii) meet with the management of the Company, members of the Board and outside advisors engaged by the Company or the Special Committee on a regular basis, (iii) make a determination as to whether the Potential Transaction (and any definitive agreements with respect to the Potential Transaction) is fair to, and in the best interests of, the Company and its stockholders, (iv) if the Special Committee deems appropriate, recommend to 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, and (v) engage its own advisors and agents, including financial and legal advisors. In consideration of such duties, the Board also approved an initial payment of $150,000 and a monthly fee of $20,000 payable to each member of the Special

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Committee for service on the Special Committee, not to exceed an aggregate of $250,000 in compensation payable to each member of the Special Committee per year in connection with their service on the Special Committee, in addition to the regular compensation each would receive as a Board member. The Board also unanimously resolved that the Board would not approve the Potential Transaction or authorize the execution and delivery of the definitive documentation providing for the Potential Transaction without the prior favorable recommendation of such Potential Transaction by the Special Committee.

On May 15, 2024, the Special Committee held a meeting via videoconference, with Mr. Krauss and Andrew Schleimer, Chief Financial Officer of the Company, as representatives of the Company’s management in attendance for a portion of such meeting, to discuss the Proposal and potential next steps regarding how to review and, as appropriate, respond to the Proposal in a deliberate and careful manner.

Between May 15, 2024 and May 30, 2024, the Special Committee held five meetings via videoconference to interview representatives of seven law firms and five financial advisors for the position of (a) special legal counsel and (b) financial advisor, in each case to represent the Special Committee and not the Company. The members of the Special Committee carefully discussed each interview and determined to request that a select group of candidates provide to the Special Committee additional information regarding any potential conflicts of interest with respect to representing the Special Committee in connection with its evaluation of the Potential Transaction.

On June 4, 2024, the Special Committee held a meeting via videoconference to discuss the selection of its legal and financial advisors in connection with its evaluation of the Potential Transaction. Following discussion, including a review of the status of the Special Committee’s requests for additional information regarding potential conflicts of interest and responses thereto, the Special Committee determined to retain Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”) as special legal counsel and Moelis as financial advisor, subject to finalizing mutually agreeable engagement letters, in each case to represent the Special Committee in connection with its evaluation of the Potential Transaction, based on, among other things, each of Skadden’s and Moelis’ qualifications, experience and reputation and the absence of conflicts or material relationships on the part of Skadden or Moelis that would prevent either of them from providing independent advice to the Special Committee in connection with its evaluation of the Potential Transaction. The Special Committee determined that Mr. Bynoe would formalize the terms of Skadden’s engagement and inform Moelis that Skadden would be in contact with Moelis regarding Moelis’s proposed engagement letter.

On June 7, 2024, representatives of Moelis sent a draft engagement letter, including a fee proposal, to the Special Committee and Skadden.

On June 10, 2024, Moelis signed a customary confidentiality agreement in favor of the Special Committee and the Company in advance of initiating negotiations of a mutually agreeable engagement letter.

On June 11, 2024, representatives of Moelis summarized to Skadden Moelis’ relationships with the Company, EDR, Silver Lake (EDR’s controlling stockholder) and certain of their affiliates.

On June 12, 2024, the Special Committee held a meeting via videoconference, with representatives of Skadden and Moelis and Messrs. Krauss and Schleimer in attendance for portions of such meeting. During a portion of the meeting with only representatives of Skadden and the Special Committee present, representatives of Skadden, referring to materials made available to the Special Committee in advance of the meeting, presented to the Special Committee an overview of fiduciary duties and related considerations under Delaware law, process considerations and rules of the road for the Special Committee’s interactions with other Board members, Company management and employees, representatives of EDR and other third parties in connection with the Special Committee’s evaluation of the Potential Transaction. Members of the Special Committee asked questions and discussed such matters with Skadden. Members of the Special Committee and representatives of Skadden

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also discussed the status of the engagement letter with Moelis, including fees based on the scope of assets under consideration and Moelis’ relationships with the Company, EDR, Silver Lake and certain of their affiliates. Following such discussion, the Special Committee determined to appoint Peter Bynoe as the chairman of the Special Committee (the “Special Committee Chairman”) and recommend the Board provide Mr. Bynoe with appropriate compensation for such position, and the Board ultimately approved of an additional fee of $100,000 to be paid to the Special Committee Chairman, in exchange for his service. After re-joining the meeting at the Special Committee’s invitation, the representatives of Moelis and the Special Committee discussed the status of Moelis’s engagement letter, and agreed to defer signing a formal engagement letter until after certain preliminary diligence had been completed. It was the consensus of the Special Committee that it viewed the historical fees received by Moelis from the relevant parties as immaterial to Moelis or the proposed Moelis deal team, and determined that Moelis was independent for purposes of the proposed engagement. Representatives of Moelis, referring to materials made available to the Special Committee in advance of the meeting, also provided their initial impressions regarding the Proposal based on information available to Moelis at such time, including a summary of the Proposal, certain process considerations, potential next steps and the scope of further diligence that would be required in order to evaluate the Potential Transaction, and also provided to the Special Committee an overview, based on Moelis’ relationships disclosures letter representatives of Moelis sent the Special Committee the prior day, of the nature of Moelis’ relationship with the Company, EDR, Silver Lake and certain of their affiliates (as described in more detail in the section entitled “The Transaction — Opinion of Financial Advisor to the TKO PubCo Special Committee (Moelis) — Miscellaneous” beginning on page [●]). Members of the Special Committee asked questions and discussed such matters with Moelis. Following discussion, the Special Committee authorized Moelis to proceed with gathering additional information required to provide a preliminary assessment of the Proposal, including to allow Moelis to provide perspectives on effects of the Potential Transaction on the Company’s existing businesses or its ability to pursue other alternatives in the future, after which representatives of Moelis left the meeting. The members of the Special Committee and representatives of Skadden then discussed potential next steps. Following discussion, the Special Committee authorized Skadden to negotiate a customary mutual confidentiality agreement with EDR on behalf of the Special Committee and the Company (the “NDA”).

On June 17, 2024, following negotiations between the parties as to material terms, the Company and EDR entered into the NDA.

On June 18, 2024, Mr. Lublin sent to representatives of Moelis (who promptly shared them with the Special Committee and representatives of Skadden) a presentation relating to the Initial Businesses subject to the Potential Transaction, and a vendor financial model. This financial model reflected, among other matters, certain unaudited historical financial information for fiscal years 2024 through 2028 of the Initial Businesses (including certain extrapolations based on such fiscal years), as well as supporting information on estimated net cost savings and synergies of $76–$78 million (the “EDR June Management Fee Savings and Expected Synergies”, and collectively, the “EDR June Financial Model”).

On June 26, 2024, representatives of EDR sent to representatives of Moelis (who promptly shared them with the Special Committee and representatives of Skadden) the due diligence findings created for the Potential Transaction, which summarized certain financial and accounting due diligence findings related to the Potential Transaction.

Between June 26, 2024 and July 16, 2024, representatives of Moelis conducted financial due diligence and representatives of Skadden began preliminary review of legal diligence materials.

On June 27, 2024, representatives of Skadden sent representatives of Latham a copy of a memorandum describing rules of the road the Special Committee had imposed on any communications among EDR (including for this purpose any personnel serving at both EDR and the Company), the Special Committee and the Company related to the Proposal, as previously discussed with the Special Committee.

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On July 16, 2024, certain members of the management team of the PBR Business provided a management presentation on the PBR Business via videoconference to the Special Committee, with Messrs. Schleimer and Krauss and representatives of Skadden and Moelis in attendance. PBR’s management team answered questions from the Special Committee, Messrs. Schleimer and Krauss and representatives of Moelis.

On July 17, 2024, the Special Committee held a meeting via videoconference, with representatives of Skadden and Moelis in attendance for portions of such meeting, at which the Special Committee and its advisors discussed, among other matters, their preliminary observations related to the PBR Business management presentation on July 16, 2024, including value drivers, key risks, and areas that would require further diligence. After representatives of Moelis left the meeting, the Special Committee and representatives of Skadden discussed, among other matters (x) the status and terms of Moelis’ proposed engagement letter, including the fee structure and various related considerations, and (y) that the Special Committee would like the representatives of Skadden to coordinate with Messrs. Krauss and Schleimer to have Messrs. Krauss and Schleimer continue to support the Special Committee in the preliminary analysis and diligence of the Initial Businesses, as well as attend portions of the Special Committee meetings moving forward. The Special Committee also directed Mr. Bynoe to work with Skadden and Messrs. Krauss and Schleimer to develop a revised fee structure for Moelis’ engagement that the Special Committee could then assess.

On July 22, 2024, certain members of the management team of the OLE Business provided a management presentation on the OLE Business via videoconference to the Special Committee, with Messrs. Schleimer and Krauss and representatives of Skadden and Moelis in attendance. The OLE Business’s management team answered questions from the Special Committee, Messrs. Schleimer and Krauss and representatives of Moelis.

On July 23, 2024, certain members of the management team of the IMG Media Business provided a management presentation on the IMG Media Business via videoconference to the Special Committee, with Messrs. Schleimer and Krauss and representatives of Skadden and Moelis in attendance. IMG Media’s management team answered questions from the Special Committee, Messrs. Schleimer and Krauss and representatives of Moelis.

On July 24, 2024, the Special Committee held a meeting via videoconference, with representatives of Skadden and Moelis and Messrs. Krauss and Schleimer in attendance for portions of such meeting. Among other matters, the Special Committee discussed with its advisors Moelis’ preliminary observations following the management presentations on each of the Initial Businesses, including value drivers, key risks, and areas that would require further diligence, as well as possible approaches for continuing to evaluate the Initial Businesses and, at the appropriate time, responding to the Proposal. The Special Committee and its advisors and Messrs. Krauss and Schleimer also discussed certain existing relationships between the Company, on the one hand, and the Initial Businesses, on the other hand, whereby certain of the Initial Businesses provided services to the Company on an arms-length basis and whether there would be any impact on the Company’s existing businesses by acquiring the Initial Businesses included in the Proposal, and the Special Committee directed representatives of Moelis to prepare written follow-up diligence requests in consultation with Messrs. Krauss and Schleimer to send to EDR. The Special Committee also determined (in light of, among other considerations, the fact that the Potential Transaction would require consent of a majority of independent directors of the Board and a majority of WWE Designees, in addition to a recommendation to the Board by the Special Committee) to, (1) provide a brief update to the Company’s Board on the Special Committee’s process to date with respect to the Potential Transaction, (2) ask the independent directors of the Board and the WWE Designees who were not members of the Special Committee for their perspectives on the Initial Businesses included in the Proposal, and (3) ask the Company’s Chief Executive Officer and Executive Chair and a member of the Board, Ariel Emanuel, and President and Chief Operating Officer and a member of the Board, Mark Shapiro, for their perspectives on the Initial Businesses included in the Proposal for the Special Committee to weigh alongside all other available information (including that Messrs. Emanuel and Shapiro had certain conflicts due to their status as executive officers and, in the case of Mr. Emanuel, a member of the board of directors, of EDR who had not been recused from representing the interests of EDR in connection with the Proposal).

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On July 21, July 23 and July 24, 2024, acting on authorization of the Special Committee, representatives of Moelis sent diligence questions prepared in consultation with Messrs. Krauss and Schleimer related to each of the respective Initial Businesses to representatives of EDR.

Between July 29, 2024 and August 1, 2024, the Special Committee, representatives of Moelis and Messrs. Schleimer and Krauss held, via videoconference, four separate follow-up diligence calls with the management teams of each of the Initial Businesses focused on financial and operational matters, with certain of Mr. Schleimer’s direct reports and certain other Company management personnel who were not also employed by EDR (which, for the avoidance of doubt, did not include Messrs. Emanuel or Shapiro) (such individuals, together with Messrs. Krauss and Schleimer, “Company Specified Management”), representatives of Skadden and certain members of the Special Committee in attendance for certain of such diligence calls.

On July 30, 2024, the Board held a meeting via videoconference. A portion of that meeting related to the Proposal, which portion was attended by representatives of Skadden and Moelis and Messrs. Krauss and Schleimer. During such portion of the Board meeting (which, at the invitation of the Special Committee, was attended by Messrs. Durban, Emanuel and Shapiro): (i) Mr. Schleimer informed the Board that the Special Committee had engaged Skadden as the Special Committee’s legal advisor and had determined to engage Moelis, that the Special Committee and its advisors had attended management presentations from each of the Initial Businesses included in the Proposal, and that the Special Committee had begun its diligence of such Initial Businesses, (ii) Mr. Krauss reminded the Board that, in addition to standard Board approval, any decision to acquire the Initial Businesses included in the Proposal would require (w) a recommendation by the Special Committee to approve the Potential Transaction, (x) approval by a majority of the independent directors on the Board and (y) approval by a majority of the WWE Designees on the Board, (iii) representatives of Skadden provided an overview of (x) the role of the Special Committee, (y) certain considerations regarding the legal standards applicable to any judicial review of directors’ conduct in reviewing and/or pursuing the Proposal and (z) rules of the road that the Special Committee had imposed on any communications among EDR (including for this purpose any personnel serving at both EDR and the Company), the Special Committee and the Company related to the Proposal, and (iv) Messrs. Durban, Emanuel and Shapiro expressed support for the Special Committee’s process.

On July 30, 2024, following the meeting of the Board, a separate meeting was held among the members of the Special Committee, the Company’s other independent directors and certain WWE Designees who were not members of the Special Committee (which meeting was not attended by Messrs. Durban, Emanuel or Shapiro), via videoconference, with Messrs. Krauss and Schleimer and representatives of Skadden and Moelis in attendance. The independent directors and WWE Designees who were not members of the Special Committee (i) asked the members of the Special Committee various questions regarding the Special Committee’s review of the Proposal to date and (ii) at the request of the Special Committee, provided their preliminary thoughts on the Initial Businesses based on the information provided.

Later that day on July 30, 2024, the Special Committee held a meeting via videoconference, with Messrs. Schleimer and Krauss and representatives of Skadden and Moelis in attendance. At the invitation of the Special Committee, Messrs. Emanuel and Shapiro also attended a portion of such meeting. The members of the Special Committee asked Messrs. Emanuel and Shapiro to provide their perspectives on each of the Initial Businesses, including how they would fit with the Company’s existing business. Messrs. Emanuel and Shapiro then discussed what they believed to be a number of strengths as well as potential considerations or challenges facing the Initial Businesses, noting that they believed the Initial Businesses were complementary to the Company’s existing businesses. After Messrs. Emanuel and Shapiro left the meeting, the members of the Special Committee, Messrs. Krauss and Schleimer and representatives of Skadden and Moelis then discussed the status of, certain next steps for, diligence efforts relating to the Potential Transaction and their reactions to Messrs. Emanuel and Shapiro’s comments, including in light of their roles at EDR and other matters described in more detail in the section entitled “The Transaction — Interests of PubCo’s Directors and Executive Officers in the Transaction” beginning on page [●]. Following discussion, the Special Committee determined to hold additional follow-up

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diligence calls between July 31, 2024 and August 1, 2024 to discuss the Initial Businesses included in the Proposal and to hold a follow-up diligence call on August 2, 2024 to discuss cost savings and synergies, including with respect to the termination of the TKO Services Agreement.

On July 31, 2024, representatives of Skadden sent to the Special Committee Chairman proposed revised terms for Moelis’ engagement, including with respect to fees, which the Special Committee Chairman approved, and instructed, to be sent by representatives of Skadden to Mr. Krauss for further review.

On August 2, 2024, a diligence session, focused on the EDR June Management Fee Savings and Expected Synergies that EDR then believed to be achievable in connection with the Potential Transaction, was held via video conference between representatives of EDR, on the one hand, and certain members of the Special Committee, Messrs. Schleimer and Krauss, certain other Company Specified Management and representatives of Moelis and Skadden, on the other hand.

On August 3, 2024, Mr. Krauss advised the Special Committee Chairman and the representatives of Skadden that he agreed with the proposed revised terms of Moelis’ engagement, and the Special Committee Chairman then instructed Skadden to distribute the same to Moelis, which Skadden did on August 4, 2024.

On August 5, 2024, representatives of EDR sent to representatives of Moelis a more detailed financial breakdown of the annual fee payable by TKO to EDR pursuant to the TKO Services Agreement and related corporate allocations.

On August 7, 2024, the Special Committee held a meeting via videoconference, with representatives of Skadden and Moelis and Messrs. Krauss and Schleimer in attendance for portions of such meeting. Among other matters, (i) the representatives of Moelis provided Moelis’ preliminary views on strategic fit and preliminary diligence findings on the Initial Businesses, along with an overview of cost savings and synergies diligence to date, (ii) Messrs. Krauss and Schleimer provided their perspectives on certain aspects of the Initial Businesses and the respective management presentations, and (iii) representatives of Moelis provided their perspectives on certain advantages and considerations related to using cash or equity as a form of consideration in a Potential Transaction, and summarized what EDR had provided to date as in its EDR Management Fee Savings and Expected Synergies. Following discussion, the members of the Special Committee determined to continue additional diligence with respect to each of the Initial Businesses and directed Moelis and Skadden to engage in more detailed diligence activities, and instructed the representatives of Moelis to continue to include Mr. Schleimer and certain other Company Specified Management in additional financial diligence activities related to the Initial Businesses, especially as to cost savings and synergies matters (including an analysis of the appropriate number and scope of employees, including leveraged functions, that would be included in the perimeter of the Potential Transaction). The Special Committee also instructed Mr. Schleimer to work with certain other Company Specified Management and representatives of Moelis to prepare a view from Company Specified Management of any diligence-related adjustments to the financial forecasts provided by EDR and a view from Company Specified Management as to any cost savings and/or synergies (or dissynergies) resulting from the Potential Transaction. In a portion of the meeting with only the members of the Special Committee and representatives of Skadden present, Skadden summarized the proposed terms and conditions of Moelis’ revised engagement letter, including the fees described in the section entitled “The Transaction — Opinion of Financial Advisor to the TKO PubCo Special Committee (Moelis) — Miscellaneous” beginning on page [●] of this Information Statement and, after discussion of various questions posed by the Special Committee, the Special Committee directed Skadden to finalize the form of Moelis’ engagement letter and to coordinate its signature by Messrs. Bynoe and Krauss.

Between August 7, 2024 and August 14, 2024, representatives of Moelis, Company Specified Management, Skadden, EDR and Latham continued to engage in regular financial and legal due diligence communications with respect to the Initial Businesses included in the Proposal.

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On August 8, 2024, following the management presentations conducted during the weeks of July 15, 2024 and July 22, 2024 for Moelis and the Special Committee to meet with each of the Initial Businesses teams, representatives of EDR sent to representatives of Moelis and Company Specified Management (who promptly shared them with the Special Committee and representatives of Skadden) an updated presentation relating to the Initial Businesses that reflected, among other matters, updates to certain unaudited historical financial information for fiscal years 2024 through 2028 of the Initial Businesses (including certain extrapolations based on such fiscal years) (the “EDR August Financial Model”).

Additionally, on August 8, 2024, representatives of Skadden and Moelis finalized the terms of Moelis’ engagement letter in a manner consistent with the directions of the Special Committee to Skadden at the August 7, 2024 meeting of the Special Committee. After review and approval by Messrs. Bynoe and Krauss, the representatives of Skadden sent the proposed final Moelis engagement letter to the members of the Special Committee.

On August 9, 2024, the members of the Special Committee unanimously approved the terms of the Moelis engagement letter and determined that Moelis’ relationships disclosures letter, as previously sent on June 11, 2024, discussed with the Special Committee on June 12, 2024 and as updated on August 9, 2024, did not alter the Special Committee’s determination that the historical fees received by Moelis from the Company, EDR, Silver Lake and certain of their affiliates were not material to Moelis or the deal team, and therefore the Special Committee’s determination that Moelis was independent for purposes of its engagement had not changed. Moelis sent a final relationship disclosure letter to the Special Committee on October 21, 2024.

On August 13, 2024, Moelis, the Special Committee and the Company formally executed Moelis’ engagement letter.

On August 14, 2024, the Special Committee held a meeting via videoconference, with representatives of Skadden and Moelis and Messrs. Krauss and Schleimer in attendance for portions of such meeting. Among other matters discussed, the representatives of Moelis provided an update on Moelis’ and Company Specified Management’s progress on financial and operational diligence for each of the Initial Businesses, including Moelis’ and Company Specified Management’s view of key value drivers and the potential for incremental costs associated with the proposed termination of the TKO Services Agreement. In a portion of the meeting with only the members of the Special Committee, Messrs. Schleimer and Krauss and representatives of Skadden in attendance, the Special Committee and representatives of Skadden also discussed certain additional considerations regarding the potential use of equity as part or all of the consideration in the Potential Transaction.

On August 21, 2024, the Special Committee held a meeting via videoconference, with representatives of Skadden and Moelis and Messrs. Krauss and Schleimer in attendance for portions of such meeting. Mr. Schleimer and the representatives of Moelis, referring to materials provided in advance of the meeting, discussed certain downward adjustments recommended by Mr. Schleimer to the EDR August Financial Model provided by EDR, as well as to the EDR June Management Fee Savings and Expected Synergies. Among other matters, Mr. Schleimer noted that, based on information made available to the Special Committee and the Company to date, it was the view of Company Specified Management that (i) EDR’s initial estimates of $38 million in net cost savings from the termination of the TKO Services Agreement and $38 million to $40 million in estimated cost synergies from the Potential Transaction would be partially offset by the cost of procuring replacement services, certain overhead costs related to the Initial Businesses that had not been included in EDR’s preliminary forecast, and the fact that certain of the revenues in the forecasts for each of the Initial Businesses included fees received from the Company in respect of its current businesses, and (ii) based on information received to date, the aggregate net cost savings and synergies opportunity was estimated as $31 million (rather than $76 million to $78 million), but that more investigation would be needed to validate these assessments. Representatives of Moelis also discussed various valuation methodologies that could be used to assess the value of the Initial Businesses, certain financial metrics of the Initial Businesses relative to the Company, and the Company’s stock price performance. The Special Committee asked, and the representatives of

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Moelis answered, numerous questions regarding approach to valuation and negotiation tactics. At the request of the Special Committee, the representatives of Moelis also discussed certain preliminary considerations regarding the potential use of equity as part or all of the consideration in the Potential Transaction, including, among other things, the potential impact on certain pro forma financial metrics of the Company, such as pro forma leverage, pro forma ownership and pro forma stock price, and the impact on pro forma trading in the Company’s stock and the risk of stock price fluctuations. The Special Committee then directed Moelis and Mr. Schleimer to (x) inform EDR that the Special Committee did not agree with the EDR June Management Fee Savings and Expected Synergies of $76 million to $78 million, and (y) conduct additional diligence on estimated cost savings and synergies with EDR. In a portion of the meeting in which only the members of the Special Committee and representatives of Skadden were in attendance, the Special Committee discussed, among other matters, the possibility of requiring approval of the majority of the stockholders of the Company unaffiliated with EDR as a condition for the Potential Transaction, and directed the representatives of Skadden to convey to EDR, via Latham, the Special Committee’s request that EDR irrevocably agree to such condition.

On August 26, 2024, representatives of Moelis shared materials with EDR supporting Company Specified Management’s revisions of net annual cost savings and synergies from $76 million to $78 million to $31 million.

On August 28, 2024, the Special Committee held a meeting via videoconference, with representatives of Skadden and Moelis and Messrs. Krauss and Schleimer in attendance for portions of such meeting. Representatives of Moelis and Messrs. Schleimer and Krauss provided an update on their discussions with EDR regarding Company Specified Management’s revisions of the net annual cost savings and synergies amounts that EDR had indicated would be able to be realized in the Potential Transaction. Among other matters, the Special Committee also discussed different forms of consideration as between equity and cash in the event of a Potential Transaction and next steps in the process, including performing more detailed legal diligence on each of the Initial Businesses included in the Proposal and whether and when to provide a general update on the status of the Special Committee’s review of the Proposal to the other independent directors on the Board. Following discussion, members of the Special Committee requested that Moelis provide its perspective on the value of TKO Class A Common Stock on a standalone basis to help gauge the value of any equity consideration in a Potential Transaction. Representatives of Skadden also indicated to the Special Committee that the previously authorized discussion with EDR’s outside legal counsel at Latham regarding an approval condition of a majority of the stockholders of the Company unaffiliated with EDR for a Potential Transaction was scheduled to take place later in the day.

Later that day on August 28, 2024, representatives of Skadden held a call with representatives of Latham to convey the Special Committee’s request that the Potential Transaction be subject to an irrevocable condition for the receipt of approval by a majority of the stockholders of the Company unaffiliated with EDR. Latham responded that EDR had already considered such a condition in detail, and decided against it, prior to submitting the Proposal, and that EDR was not willing to reconsider its position.

On September 4, 2024, the Special Committee held a meeting via videoconference, with the other independent directors on the Board, Messrs. Krauss and Schleimer and representatives of Skadden and Moelis in attendance for portions of the meeting. Prior to the other independent directors joining the meeting, (i) the representatives of Moelis provided a summary of their preliminary financial analysis and valuation perspectives on each of the Initial Businesses as well as for a Potential Transaction giving effect to cost savings and synergies, (ii) the representatives of Moelis and Mr. Schleimer discussed the cost savings and synergies analysis to date and noted that EDR had not yet responded to the supporting documentation sent to EDR regarding Company Specified Management’s views on cost savings and synergies analysis, (iii) after considering advice of Moelis and Skadden, the Special Committee determined not to initiate any value negotiations with EDR with respect to the Proposal until the cost savings and synergies analysis was more firmly developed and understood, (iv) representatives of Moelis provided an overview of Moelis’ perspectives on the value of TKO Class A Common Stock, which had been previously requested by the Special Committee and (v) representatives of Skadden explained to the Special Committee that EDR was unwilling to agree to an irrevocable condition to the

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Potential Transaction of the receipt of approval by the majority of the stockholders of the Company unaffiliated with EDR (which the Special Committee acknowledged and the Special Committee agreed to continue to analyze the Proposal without requiring such approval) and provided a summary of Skadden’s legal due diligence on each of the Initial Businesses to date. During the portion of the meeting at which the other independent directors on the Board joined at the request of the Special Committee, the Special Committee provided an update on (i) the Special Committee’s interest in each of the Initial Businesses, at the right price, (ii) the cost savings and synergy opportunities and the need for additional analysis, and (iii) the status of financial and legal due diligence. Following discussion and during a portion of the meeting at which only members of the Special Committee and representatives of Skadden were present, the Special Committee requested that Skadden coordinate with Moelis to align on the approach to potential negotiations after the cost savings analysis by representatives of Moelis and Company Specified Management was complete.

Later that day on September 4, 2024, representatives of Skadden sent an initial list of follow-up legal diligence questions to Latham based on Skadden’s initial review of the diligence materials disclosed by EDR to date.

On September 6, 2024, representatives of Skadden sent an updated list of follow-up legal diligence questions to Latham.

On September 10, 2024, representatives of EDR provided to Moelis revised net annual cost savings and synergies estimates of $62 million (the “EDR September Management Fee Savings and Expected Synergies”).

On September 11, 2024, the Special Committee held a meeting via videoconference, with representatives of Skadden and Moelis and Messrs. Krauss and Schleimer in attendance for portions of such meeting. Among other matters discussed, the representatives of Moelis and Mr. Schleimer summarized the EDR September Management Fee Savings and Expected Synergies of $62 million, and noted that they would need more time to review them in detail and then discuss with EDR to see whether any of the new information would impact Company Specified Management’s view of the cost savings and synergies related to a Potential Transaction. The Special Committee directed Moelis and Mr. Schleimer to continue their detailed diligence on this topic.

On September 12, 2024, representatives of Moelis, Mr. Schleimer and certain other Company Specified Management met via teleconference with representatives of EDR to conduct additional diligence on the EDR September Management Fee Savings and Expected Synergies.

On September 18, 2024, the Special Committee held a meeting via videoconference, with representatives of Skadden and Moelis and Messrs. Krauss and Schleimer in attendance for portions of such meeting. Among other matters discussed, the representatives of Moelis and Mr. Schleimer summarized Company Specified Management’s revised cost savings and synergies estimates of $33 million to $38 million and Moelis provided an update on its valuation perspectives as well as the Company’s recent stock price performance. After significant discussion, including as to valuation, the size of Company Specified Management’s cost savings and synergies estimates, form of consideration, negotiating strategy and certain risks, the Special Committee directed Moelis to develop specific talking points for the Special Committee’s initial counteroffer to the Proposal, including a base purchase price of $3.0 billion payable in Company stock (based on a fixed number of shares agreed at signing) on a cash-free, debt-free, normalized working capital basis, with EDR retaining any liabilities for certain specific matters identified in diligence, and highlighting that the Special Committee believed that additional certainty was needed on performance of the Initial Businesses and certain key ongoing commercial contract negotiations. With respect to the form of consideration, in particular, the Special Committee determined after discussion with its advisors that the counteroffer should seek to maximize the equity component of the consideration to preserve the flexibility of the Company’s balance sheet. Mr. Krauss also indicated that if the Company were to acquire the Initial Businesses, Messrs. Emanuel and Shapiro were expected to waive their eligibility to receive asset sale bonuses that would have otherwise been payable as a result of a Potential Transaction, as described in more detail in the section entitled “The Transaction — Interests of TKO PubCo’s Directors and Executive Officers in the Transaction — Asset Sale Bonus Waivers” beginning on page [●].

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Later that day on September 18, 2024, Moelis provided draft talking points to the Special Committee reflecting the foregoing, and the Special Committee directed Moelis to communicate the Special Committee’s counter to the Proposal on such basis.

On September 19, 2024, representatives of Moelis called representatives of EDR and conveyed the Special Committee’s counter to the Proposal, and the Special Committee Chair emailed the other independent directors on the Board to let them know that such counter had been provided to EDR.

On September 20, 2024, the Special Committee authorized representatives of Moelis and Mr. Schleimer to share Company Specified Management’s updated analysis of cost savings and synergies estimates of $33 million to $38 million with EDR.

On September 23, 2024, EDR sent a revised proposal to representatives of Moelis (the “Revised Proposal”), who in turn shared the same with members of the Special Committee, representatives of Skadden and Messrs. Krauss and Schleimer. The Revised Proposal reflected, among other things, (i) aggregate transaction consideration having a value equal to $3.4 billion, on a cash-free, debt-free basis, to be paid in TKO Common Units and the equivalent number of corresponding shares of TKO PubCo Class B Common Stock, using a fixed number of TKO Common Units (and referring numerous times in the Revised Proposal to the Company’s 30-day VWAP), (ii) that EDR would agree to retain liabilities arising from certain matters identified in diligence, and (iii) that EDR would not agree to any adjustments to the transaction consideration based on ultimate 2024 financial performance of the Initial Businesses included in the Revised Proposal. The Revised Proposal also reflected EDR’s position that, given the increase in the Company’s stock price since the date of the Proposal and the shift to the deal consideration to be paid in equity, the Revised Proposal implied, maintaining the 30-day VWAP at the time of the Proposal, an effective price for Company stockholders of $2.7 billion, reflecting approximately $0.7 billion of reduced total cost to the Company, and below the Special Committee’s initial counteroffer to the Proposal of $3.0 billion payable in Company stock. EDR also communicated to the Special Committee that a key commercial contract extension (the “Key Contract Extension”) had been agreed to in principle and was expected to be signed after the counterparty received certain internal approvals during the course of October 2024, and (y) EDR wished to discuss with the Special Committee a potential go-forward capital return program at the Company, including an annual dividend authorization and a share buyback authorization.

On September 25, 2024, the Special Committee held a meeting via videoconference, with Messrs. Schleimer and Krauss and representatives of Skadden and Moelis in attendance. At the meeting, (i) the representatives of Moelis summarized EDR’s Revised Proposal, (ii) the Special Committee and its advisors discussed their initial reactions to such Revised Proposal, (iii) the representatives of Moelis noted that EDR had separately indicated to Moelis that EDR was considering adding certain additional businesses and assets that were complementary to the IMG Media Business included in the initial Proposal to the Revised Proposal, and (iv) the representatives of Skadden discussed certain legal and tax considerations related to the use of TKO Common Units rather than TKO PubCo Class A Common Stock as consideration in a Potential Transaction. Following discussion, the Special Committee directed Moelis to develop detailed talking points for the Special Committee’s response to the Revised Proposal, including (i) a base purchase price of $3.2 billion payable in a fixed number of TKO Common Units (based on the VWAP of TKO PubCo Class A Common Stock agreed at signing), and the equivalent number of corresponding shares of TKO PubCo Class B Common Stock, on a cash-free, debt-free, normalized working capital basis, (ii) no purchase price adjustment based on full year 2024 results but a need to diligence the most current financial results of the Initial Businesses that were available, (iii) that the Special Committee was open to a capital return program for the Company, but that the potential adoption of such a policy was a matter for the full Board to determine, and (iv) a request that EDR provide, as soon as possible, (x) a draft Transaction Agreement for the Special Committee’s review and consideration, (y) an analysis of normalized working capital and proposed working capital targets for the Initial Businesses and (z) responses to the outstanding confirmatory legal due diligence questions and requests.

On September 26, 2024, representatives of Moelis provided draft talking points to the Special Committee reflecting the foregoing, and the Special Committee directed Moelis to convey to EDR the Special Committee’s response to the Revised Proposal.

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Later that day on September 26, 2024, representatives of Moelis called representatives of EDR and conveyed the Special Committee’s counter to the Revised Proposal. On that call, EDR proposed adding additional businesses complementary to the IMG Media Business to the Potential Transaction, including the Golf Events Business, Mailman Business, Formula Drift Business, and International Figure Skating Business (which, together with the IMG Media Business, comprise the IMG Business) (each as further described in the section entitled “Management’s Discussion and Analysis of the Businesses” beginning on page [●]) (the “Additional Businesses” and, together with the Initial Businesses, collectively, the “Businesses”), and requested that the Special Committee provide a further updated response to the Revised Proposal after considering the Additional Businesses. Following such phone call, EDR shared an email outlining the Additional Businesses to be included in the perimeter of the Potential Transaction, which Moelis promptly shared with the Special Committee. The Special Committee then directed Moelis, Skadden and Mr. Schleimer to conduct and oversee diligence on the Additional Businesses with the support of certain other Company Specified Management. Later that day, representatives of EDR sent certain unaudited historical financial information for fiscal years 2024 through 2028 (including certain extrapolations based on such fiscal years) inclusive of the Additional Businesses (the “EDR Addendum Financial Model”) to representatives of Moelis.

From September 27, 2024 through October 23, 2024, representatives of Moelis, Skadden and Company Specified Management conducted detailed financial and legal diligence on the Additional Businesses, including reviewing (i) certain management presentations regarding the proposed Additional Businesses and (ii) the EDR Addendum Financial Model, and conducting diligence calls with representatives of EDR with respect to the Additional Businesses, as applicable.

On September 30, 2024, Latham sent Skadden an initial draft of the Transaction Agreement and other related Transaction Documents (including the Transition Services Agreement), which Skadden then shared with the members of the Special Committee, Moelis and Messrs. Krauss and Schleimer. Later that day, representatives of EDR sent an analysis of working capital and proposed cash-like and debt-like items for purposes of the purchase price adjustments to be included in the Transaction Agreement to representatives of Moelis. Over the course of the next several weeks, Moelis, representatives of the Company and EDR held frequent conversations to discuss working capital and the treatment of cash-like and debt-like items.

On October 2, 2024, the Special Committee held a meeting via videoconference, with representatives of Skadden and Moelis and Messrs. Krauss and Schleimer in attendance for portions of such meeting. Representatives of Moelis provided preliminary perspectives on the Additional Businesses, while noting that additional diligence would be required. The members of the Special Committee provided their initial reactions to the proposed Additional Businesses and requested that Mr. Shapiro provide his perspective on the Additional Businesses at the next Special Committee meeting. Representatives of Skadden also provided their perspectives on the initial draft Transaction Agreement and other related Transaction Documents received from Latham and the material business issues raised thereby, including (i) Skadden’s view that the draft Transaction Agreement required further precision on various topics including the perimeter of assets, liabilities and employees, treatment of employee equity awards and internal reorganization steps to be completed by EDR to separate the Businesses from EDR’s other businesses prior to transferring them to the Company, (ii) the proposed use of 30-day VWAP of TKO PubCo Class A Common Stock (rather than a shorter period) to determine the value of TKO Common Units to be issued to EDR, (iii) optionality for EDR in determining whether to settle purchase price adjustments in cash or TKO Common Units, (iv) a proposal for upward adjustments to the purchase price in respect of all pre-closing spending by the OLE Business related to the Milan 2026 Olympics, Los Angeles 2028 Olympics, FIFA 2026 World Cup, certain upfront payments made to a key commercial counterparty in connection with the Key Contract Extension and expected future cash flows related to the FA Cup, (v) absence of a closing condition in respect of the Key Contract Extension, and (vi) that EDR would be contractually entitled to control the defense of any and all litigation related to the Transaction.

Later that day on October 2, 2024, representatives of Moelis, Company Specified Management and Skadden met with representatives of EDR via videoconference to discuss diligence matters with respect to the Additional Businesses. Representatives of EDR provided additional information on the Additional Businesses and answered follow-up diligence questions previously made available to representatives of EDR by representatives of Moelis.

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Between October 3, 2024 and October 9, 2024, representatives of Skadden discussed the Transaction Agreement and other related Transaction Documents and the issues presented thereby with members of the Special Committee, Messrs. Krauss and Schleimer, certain other Company Specified Management and representatives of Moelis via a series of telephonic calls and videoconferences.

On October 6, 2024, representatives of Latham sent representatives of Skadden a detailed response to many of Skadden’s prior follow-up diligence questions and requests that representatives of Skadden previously shared. From October 6, 2024, to October 23, 2024, representatives of Skadden sent additional follow-up legal diligence questions and requests to Latham, representatives of Latham and EDR responded thereto, and various calls were held on specific legal diligence topics among Skadden, Latham, certain members of Company Specified Management and representatives of EDR. Throughout this process, the representatives of Skadden periodically briefed the Special Committee, and, at the Special Committee’s request, representatives of Moelis, and Messrs. Krauss and Schleimer, on the status of legal diligence and material findings relevant to negotiations on the Transaction Agreement and other related Transaction Documents.

On October 7, 2024, representatives of Moelis, Messrs. Krauss and Schleimer and certain other Company Specified Management met by videoconference with representatives of EDR to discuss follow-up financial diligence matters, including working capital. From October 7, 2024 to October 23, 2024, representatives of Moelis and Company Specified Management sent additional follow-up financial and operational diligence questions and requests to representatives of EDR and representatives of EDR and its advisors responded thereto, and various calls were held on specific financial diligence topics among Moelis, Company Specified Management and representatives of EDR, including a telephonic call on October 10, 2024 to discuss working capital, cash-like and debt-like items and to responses to financial diligence questions representatives of Moelis had previously sent to representatives of EDR. Throughout this process, representatives of Moelis and Mr. Schleimer periodically briefed the Special Committee, representatives of Skadden, and Company Specified Management on the status of financial and operational diligence conducted by representatives of Moelis and Company Specified Management and material findings relevant to negotiations on the Transaction Agreement and other related Transaction Documents.

On October 9, 2024, the Special Committee held a meeting via videoconference, with representatives of Skadden and Moelis and Messrs. Krauss, Schleimer and Shapiro in attendance for portions of such meeting. At the Special Committee’s request, Mr. Shapiro provided an overview of his perspective on the Additional Businesses, including his views on how the Additional Businesses fit with the Initial Businesses in the Revised Proposal, as well as the Company’s existing business. Mr. Shapiro explained his view that the Additional Businesses were included at this stage in the process as such businesses should have been included in the perimeter initially due to their relationship to and synergies with the Businesses included in the initial Proposal, as well as the overlap of the management teams of these Additional Businesses with the IMG Media Business. Mr. Shapiro also provided an update on other key developments at the Businesses, including updates on commercial agreement negotiations. Mr. Shapiro also indicated to the Special Committee that if the Company were to acquire the Additional Businesses, he and Mr. Emanuel would each waive their eligibility to receive their asset sale bonuses that would have otherwise been payable as a result of a Potential Transaction, described in more detail in the section entitled “The Transaction — Interests of PubCo’s Directors and Executive Officers in the Transaction” beginning on page [●]. Mr. Shapiro also answered questions from the Special Committee and, once discussions had concluded, subsequently left the meeting. Representatives of Moelis then provided their preliminary perspectives on valuation of the Additional Businesses along with certain key diligence findings identified in collaboration with Company Specified Management related to the Additional Businesses. The Special Committee discussed whether to update the Special Committee’s response to the Revised Proposal in light of EDR proposing to include the Additional Businesses in the Potential Transaction, and after discussion of various matters including negotiating tactics, the Special Committee determined to revise its response to the Revised Proposal to reflect a base purchase price of $3.25 billion, and instructed Moelis to convey the same to EDR. The Special Committee also instructed Skadden to send a revised draft of the Transaction Agreement to Latham, which reflected, among other revisions, (i) clarification of the perimeter of assets, liabilities and

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employees, treatment of employee equity awards and internal reorganization steps to be completed by EDR to separate the Businesses from EDR’s other businesses prior to transferring them to the Company, (ii) that EDR’s proposal for use of 30-day VWAP was still under review by the Special Committee, (iii) that the Special Committee was still considering whether purchase price adjustments should be settled in cash or TKO Common Units but was not willing to give EDR optionality on the form of consideration for adjustments, (iv) a cap on the amount of cash that would give rise to upward purchase price adjustments and that the Special Committee was not in agreement that the purchase price should be increased for all pre-closing spending by the OLE Business related to the Milan 2026 Olympics, Los Angeles 2028 Olympics, FIFA 2026 World Cup, certain upfront payments made to a key commercial counterparty in connection with the Key Contract Extension and expected future cash flows related to the FA Cup, (v) certain additional debt-like items to adjust the purchase price, including any requirement to pay certain consideration to the counterparty in connection with the Key Contract Extension and annual bonuses and accruals therefor in respect of in-scope personnel, (vi) that the Key Contract Extension would need to be signed prior to the Special Committee being willing to recommend the Potential Transaction, and (vii) that the Company would control the defense of any Transaction-related litigation against the Company or its representatives but would consult with EDR thereon and would not settle such litigation without EDR’s consent (not to be unreasonably withheld).

Later that day on October 9, 2024, upon authorization by the Special Committee, representatives of Moelis called representatives of EDR and conveyed the Special Committee’s revised response to the Revised Proposal, accepting the inclusion of the Additional Businesses in the Potential Transaction and increasing the base purchase price to $3.25 billion.

On October 10, 2024, representatives of Skadden sent a revised draft Transaction Agreement to representatives of Latham reflecting the Special Committee’s revisions, and from October 10, 2024 to October 13, 2024, representatives of Latham shared drafts of various other related Transaction Documents with representatives of Skadden, including a draft of the Trademark License Agreement, a draft of the EDR Parties’ confidential disclosure letter and proposed internal reorganization steps.

On October 11, 2024, representatives of EDR requested that Moelis, Skadden and Company Specified Management meet in person with EDR and its representatives to negotiate the Transaction Agreement and the related Transaction Documents the following week. After discussing this request with the Special Committee, representatives of Moelis and Skadden conveyed to representatives of EDR and Latham that the Special Committee was supportive of in-person negotiations, but that EDR would need to provide an issues list by October 13, 2024, so that the Special Committee could review and provide guidance to its advisors in advance of such negotiations.

On October 13, 2024, representatives of Latham sent to Skadden a list of material open issues identified by EDR in its review of the draft Transaction Agreement received from Skadden on October 10, 2024 to be discussed in the in-person negotiations, which included among other matters (i) the VWAP to be used to determine the value of TKO Common Units, (ii) whether purchase price adjustments should be settled in cash or TKO Common Units, (iii) whether a cap would be included on the amount of cash that would give rise to upward purchase price adjustments, (iv) the treatment of pre-closing spending by the OLE Business related to the Milan 2026 Olympics, Los Angeles 2028 Olympics, FIFA 2026 World Cup, certain upfront payments made to a key commercial counterparty in connection with the Key Contract Extension and expected future cash flows related to the FA Cup, (v) the scope of debt-like items that adjust purchase price downward, (vi) the treatment of the Key Contract Extension, and (vii) control over the defense of any Transaction-related litigation. The representatives of Skadden in turn sent such list to the Special Committee, representatives of Moelis and Messrs. Krauss and Schleimer.

Later that day on October 13, 2024, Mr. Schleimer, certain other Company Specified Management and representatives of Moelis met with EDR via teleconference to discuss the net working capital calculation, including the treatment of certain cash-like and debt-like items. EDR’s prior proposal (a) classified each of the following, among others, as cash-like items (with a corresponding increase to purchase price) (i) certain upfront payments made by EDR to the counterparty to a key commercial arrangement for the OLE Business (which arrangement is the same that was to

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be extended pursuant to the Key Contract Extension) in respect of the current term of such contract before giving effect to any extension thereof (the “Prior Key Contract Payment”), (ii) all amounts funded prior to the closing of a Potential Transaction by EDR for the OLE Business related to the Milan 2026 Olympics, Los Angeles 2028 Olympics and FIFA 2026 World Cup and (iii) the face value of expected future cash flows related to the FA Cup, and (b) afforded debt-like treatment (with a corresponding decrease to purchase price) to, among other items, (i) accruals for certain contingent liabilities (which contingent liabilities would not be retained by EDR), (ii) certain revenue share obligations to PBR team sanction owners, (iii) accruals for 2024 bonuses and (iv) certain future payments to be made to a key commercial counterparty in connection with the Key Contract Extension. After lengthy discussions, the representatives of Moelis and EDR determined that one way to resolve the parties’ disagreements on the items outlined above would be for the parties to agree on a package approach (subject in all cases to the Special Committee’s approval of such package approach) in which (a) there would be no specific upward purchase price adjustment for (i) the Prior Key Contract Payment, (ii) any amounts funded on or prior to September 30, 2024, by EDR for the OLE Business related to the Milan 2026 Olympics, Los Angeles 2028 Olympics and FIFA 2026 World Cup, or (iii) expected future cash flows related to the FA Cup, (b) there would be a cash settled upward purchase price adjustment for any amounts funded after September 30, 2024, but before the closing of a Potential Transaction, by EDR for the OLE Business related to the Milan 2026 Olympics, Los Angeles 2028 Olympics and FIFA 2026 World Cup, (c) there would be no downward purchase price adjustment for any future payments required in connection with the Key Contract Extension, revenue share obligations to PBR team sanction owners (unless a current payable at closing) or accruals for certain contingent liabilities (but EDR would retain and indemnify the Company against such contingent liabilities), but there would be a downward purchase price adjustment for any accruals for 2024 bonuses, (d) the Company would pass through to EDR, upon future receipt, net payments for certain contracted media rights on the FA Cup, (e) an additional upward adjustment would be made at the closing in an amount equal to $50 million, payable in TKO Common Units, and (f) other than the purchase price adjustment described in clause (e), all other purchase price adjustments would be settled in cash. The representatives of Moelis and Messrs. Krauss and Schleimer indicated to EDR that they would present the potential compromise described above (the “October 13, 2024 Partial Compromise Package”) to the Special Committee at its next meeting so the Special Committee could assess.

On October 14, 2024, representatives of Skadden and Moelis, along with Messrs. Krauss and Schleimer, met via videoconference to discuss the issues list received from Latham and various logistical matters related to the upcoming in-person negotiations session with EDR.

Later that day on October 14, 2024, the Company’s Board held a meeting via videoconference, with Messrs. Schleimer and Krauss, certain other Company Specified Management and representatives of Moelis, Skadden, Latham (in its capacity as the Company’s outside counsel for matters other than the Potential Transaction) and Morgan Stanley & Co. LLC (“Morgan Stanley”), the Company’s financial advisor, who were in attendance for a portion of such meeting. During a portion of the meeting from which Messrs. Emanuel, Shapiro and Durban had recused themselves and representatives of Latham and Morgan Stanley were not in attendance, representatives of Moelis provided an update to the independent directors and WWE Designees who were not members of the Special Committee on the Special Committee’s negotiations to date with respect to the Potential Transaction, including as to (i) the key terms subject to ongoing negotiation, (ii) the addition of the Additional Businesses to the Potential Transaction, (iii) the Special Committee’s perspectives (informed by Mr. Schleimer and Moelis’s analysis) on the potential cost savings and synergies associated with the termination of the TKO Services Agreement and the Potential Transaction, and (iv) the expected next steps in the negotiations with EDR, including the upcoming scheduled in-person negotiations. Among other matters, the independent directors and WWE Designees who were not members of the Special Committee asked questions regarding diligence conducted to date. Messrs. Krauss and Schleimer, and representatives of Skadden and Moelis responded to the questions, and additional discussion ensued. Following discussion, Messrs. Emanuel, Shapiro and Durban and representatives of Latham and Morgan Stanley joined the meeting to discuss certain matters unrelated to the Potential Transaction.

Later during the course of the day on October 14, 2024, representatives of Skadden met via videoconference with the members of the Special Committee. On this call, among other matters, (i) the Special Committee provided its perspectives on the open issues to Skadden, including that the Special Committee was supportive of the

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October 13, 2024 Partial Compromise Package with one exception—that certain obligations to pay consideration to the counterparty to the Key Contract Extension (whether in connection with execution of the same, at the closing of the Potential Transaction or in the future) must be treated as debt-like and result in a downward adjustment, settled in cash, to the purchase price for the Potential Transaction, using the same VWAP period as used to determine the number of TKO Common Units to be issued to EDR as consideration in the Potential Transaction for determining the value thereof for the purposes of the purchase price adjustment, (ii) the Special Committee and Skadden discussed various negotiating tactics and other considerations, and (iii) the Special Committee authorized Skadden, Moelis and Messrs. Krauss and Schleimer to negotiate on behalf of the Special Committee at the upcoming in-person negotiations, within a set of parameters provided by the Special Committee to Skadden.

On the evening of October 14, 2024, representatives of Skadden sent representatives of Latham issues lists for the Transition Services Agreement and the Trademark License Agreement.

Early during the morning of October 15, 2024, representatives of Skadden met in person with representatives of Moelis and Messrs. Krauss and Schleimer and conveyed the guidance and authorized negotiating parameters that Skadden had received from the Special Committee the prior evening. During the course of the remainder of the day on October 15, 2024, representatives of Skadden, Moelis, EDR and Latham, along with Messrs. Krauss and Schleimer and certain other Company Specified Management, met in-person at Skadden’s New York City office to negotiate the definitive Transaction Documents and open issues related thereto. As part of such negotiations, among other matters, (a) it was agreed that (i) the settlement of purchase price adjustments in cash or TKO Common Units would not be at EDR’s option, (ii) there would be a cap on the amount of cash that would give rise to upward purchase price adjustments (though the size of the cap was not agreed), (iii) there would be joint control over the defense of any Transaction-related litigation against the Company and (iv) there would be no downward purchase price adjustment for 2025 annual bonuses and accruals therefor in respect of in-scope personnel, and (b) the parties were unable to resolve (i) the VWAP to be used to determine the value of TKO Common Units, (ii) the treatment of certain additional debt-like items to adjust the purchase price, including any requirement to pay certain consideration to the counterparty in connection with the Key Contract Extension, (iii) whether the Key Contract Extension would be a condition to signing or closing of the Potential Transaction, (iv) whether EDR or the Company would control Transaction-related litigation against directors and officers of the Company and (v) the treatment of certain other contingent liabilities, including whether EDR would retain such liabilities, but narrowed the differences between the parties’ positions on such issues. In addition during the course of the day, (1) representatives of Moelis, Company Specified Management, and EDR held a working session to progress the determination of the Businesses’ normalized net working capital, (2) representatives of Skadden and Latham held a working session to resolve various legal drafting points in the Transaction Agreement, and (3) representatives of Skadden and Latham held working sessions to discuss certain technical points related to the Transition Services Agreement, the Trademark License Agreement and other intellectual property matters as well as employee related matters.

On October 16, 2024, the Special Committee held a meeting via videoconference, with Messrs. Schleimer and Krauss and representatives of Skadden and Moelis in attendance. Among other matters discussed, (i) the representatives of Skadden summarized the outcome of negotiations the prior day and the remaining open issues and (ii) representatives of Moelis discussed the outcome of negotiations on financial terms and related open issues, including, among others, the use of either a 30-day or 10-day VWAP for Company’s stock for purposes of deriving the value of TKO Common Units to be issued to EDR in the Potential Transaction. Following discussion, the Special Committee decided to counter EDR’s 30-day VWAP position with the authorization to negotiate for 15 or 20 days, but determined not to relay this counteroffer to EDR until EDR had provided a revised draft of the Transaction Agreement, as the Special Committee preferred to package the VWAP proposal with the resolution of other outstanding open points, including (1) adding the execution of the Key Contract Extension as a closing condition in the Company’s favor and (2) and the resolution of the various purchase price adjustment items.

Later that day on October 16, 2024, representatives of Skadden and Messrs. Schleimer and Krauss met via teleconference to finalize revised drafts of certain ancillary documents related to the Potential Transaction to be sent to Latham.

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On October 17, 2024, representatives of Latham shared a revised draft of the Transaction Agreement with representatives of Skadden, who then shared it with the Special Committee, Messrs. Krauss and Schleimer and representatives of Moelis. The revised draft reflected the outcomes agreed in the previous negotiations. With respect to the open items, the draft, among other items, (i) provided for the use of 30-day VWAP of TKO PubCo Class A Common Stock to derive the value of TKO Common Units, (ii) indicated the treatment of certain additional debt-like items to adjust the purchase price downward, including any requirement to pay certain consideration to the counterparty in connection with the Key Contract Extension, were open issues, (iii) maintained EDR’s prior proposal on (a) the treatment of certain employee related liabilities, including that the Company would assume certain severance and termination indemnity liabilities and liabilities under all EDR benefit plans, whenever incurred, and (b) the treatment of employee equity, (iv) did not include the Key Contract Extension as a closing condition or expressly indicate that EDR agreed it would be required to be signed prior to the signing of a definitive agreement with respect to the Potential Transaction and (v) proposed a compromise position on the treatment of certain contingent liabilities by having EDR retain a subset of liabilities and transferring another subset to the Company.

On October 18, 2024, representatives of Moelis called Mr. Lublin and Mark Zhu, Executive Vice President and Head of Strategy of EDR, based on prior Special Committee authorization, and conveyed that the Special Committee’s position that the value of TKO Common Units issued in the Potential Transaction should be derived using a 20-day volume weighted average price of TKO PubCo Class A Common Stock, that the Key Contract Extension would be required to be signed prior to the Special Committee recommending the Potential Transaction and that any requirement to pay certain consideration to the counterparty in connection with the Key Contract Extension be treated as a downward purchase price adjustment. Messrs. Lublin and Zhu communicated that they would take such proposal back to EDR. Representatives of Moelis memorialized the terms of the proposal in a follow-up email to Messrs. Lublin and Zhu following the call.

On October 19, 2024, representatives of Skadden sent representatives of Latham a revised draft of the Transaction Agreement. The revised draft included, among other items, (i) the use of 20-day VWAP of TKO PubCo Class A Common Stock to derive the value of TKO Common Units, (ii) the Company’s prior proposal on the treatment of certain additional debt-like items (which have a corresponding decrease to the purchase price), including any requirement to pay certain consideration to the counterparty in connection with the Key Contract Extension, (iii) rejecting EDR’s proposal on the treatment of certain employee liabilities and instead having EDR retain such liabilities, while proposing a compromise position for the treatment of employee equity, (iv) that the Key Contract Extension should be required to be executed prior to signing and (v) accepting the compromise position on the treatment of contingent liabilities with certain clarifications.

Between October 19, 2024 to October 22, 2024, representatives of Latham, Skadden and Moelis continued to negotiate the final terms of the Transaction Agreement and other related Transaction Documents, and the parties finalized the due diligence process in collaboration with Company Specified Management.

On October 21, 2024, Mr. Schleimer approved the use of the Company Management Adjusted Projections (as defined herein), which included expected net savings from the cancellation of the TKO Services Agreement (the “TKO Expected Management Fee Savings”) and expected cost savings, synergies and related expenses and certain pro forma effects resulting from the Transaction (the “TKO Expected Synergies”), which are described and included in the section entitled “The Transaction — Certain Financial Projections of the Businesses” beginning on page [●], for use in Moelis’ financial analysis and shared the same with the Special Committee and the representatives of Moelis. Representatives of Moelis requested confirmation from the Special Committee that the Special Committee approved the use of such projections and was directing Moelis to use the projections in its fairness analysis.

On October 22, 2024, representatives of Moelis met with representatives of EDR via teleconference to discuss financial terms of the Transaction Agreement and other related Transaction Documents and agreed to, among other things, (x) utilize the 25-day volume weighted average price of the Company’s stock as a middle-

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ground compromise for purposes of deriving the value of TKO Common Units to be issued to EDR in the Potential Transaction and (y) the Company’s preferred treatment of certain additional debt-like items to adjust the purchase price, including any requirement to pay certain consideration to the counterparty in connection with the Key Contract Extension.

Later on October 22, 2024, the Special Committee unanimously (i) approved Moelis’ use of, and reliance on, the Company Management Adjusted Projections in their financial analysis and (ii) acknowledged that the matters Moelis disclosed in its updated conflicts disclosure letter sent to the Special Committee the prior day did not alter the Special Committee’s determination that the historical fees received by Moelis from the Company, EDR, Silver Lake and certain of their affiliates were not material to Moelis or the deal team, and therefore the Special Committee’s determination that Moelis was independent for purposes of its engagement had not changed.

Later during the evening of October 22, 2024, the Key Contract Extension was signed, and a copy thereof was delivered by representatives of EDR to representatives of Company Specified Management, Moelis and Skadden, who informed the Special Committee that it had been signed.

On October 23, 2024, representatives of Moelis provided to Mr. Zhu and other representatives of EDR a detailed calculation of the value of TKO Common Units derived from the 25-day VWAP of TKO Class A Common Stock for the period ending on October 22, 2024, noting it would be updated once the 25-day VWAP for the period ending on October 23, 2024 was available later that day, the representatives of EDR agreed with the calculations contained therein and agreed to a specific process with Moelis for updating such calculation later in the day.

During the afternoon of October 23, 2024, the Special Committee held a meeting by videoconference, with Messrs. Schleimer and Krauss and representatives of Skadden and Moelis in attendance. Representatives of Skadden reviewed with the members of the Special Committee their fiduciary duties and then, referring to materials provided to the Special Committee in advance of the meeting, reviewed the terms and conditions of the proposed Transaction Agreement and related Transaction Documents to be entered into in connection with the Potential Transaction with members of the Special Committee, including, among others, (i) a base purchase price of $3.25 billion payable in a fixed number of TKO Common Units (based on the VWAP of TKO PubCo Class A Common Stock for the twenty five (25) trading days ending on October 23, 2024), and the equivalent number of corresponding shares of TKO PubCo Class B Common Stock, (ii) $50 million for certain cash outlays of the OLE Business prior to September 30, 2024, paid in a fixed number of TKO Common Units to be calculated after the close of trading derived from the 25-day VWAP of TKO Class A Common Stock, (iii) customary adjustments to be settled in cash for cash at the Businesses (subject to separate caps applicable to unrestricted cash and restricted cash) and certain cash-like items (including payments made after September 30, 2024, in respect of the Milan Olympics, Los Angeles Olympics and FIFA 2026 World Cup), debt and debt-like items (including the obligation to pay certain consideration to the counterparty to the Key Contract Extension in connection with the closing of the Transaction) and net working capital, (iv) the retention by EDR of certain third party claims identified in diligence, (v) an obligation to pass through to EDR the net revenues for certain contracted media rights on the FA Cup, and (vi) that the TKO Services Agreement would terminate at closing of the Transaction and that the Transition Services Agreement would be entered into at the Closing. Representatives of Moelis, referring to materials provided to the Special Committee in advance of the meeting, then summarized for the Special Committee the robust process the Special Committee and its advisors had undertaken to evaluate the Proposal and the Revised Proposal, including EDR’s proposed inclusion of the Additional Businesses, and negotiate improved terms for the Potential Transaction. Representatives of Moelis then reviewed their financial analyses of the Transaction, a summary of which is included in the section entitled “The Transaction — Opinion of Financial Advisor to the TKO PubCo Special Committee (Moelis) — Summary of Financial Analyses” beginning on page [●], and delivered to the Special Committee an oral opinion, to the effect that, as of that date, and based upon and subject to certain assumptions, procedures, factors, qualifications and limitations, the consideration to be paid by the Company in the Transaction was fair from a financial point of view to the

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Company and that Moelis would provide to the Special Committee a written copy of its opinion for their records. The Special Committee then discussed, among other things, the reasons in favor of the Transaction and the considerations related to the Transaction, as each are further described in the section entitled “The Transaction — Recommendation of the Special Committee; Reasons for the Transaction” beginning on page [●]. Following discussion, the Special Committee unanimously determined that the Transaction Documents and the Transaction, on the terms and subject to the conditions set forth therein, are advisable, fair to and in the best interests of the Company and the Public Stockholders. The Special Committee further recommended that the Board (a) determine that the Transaction Documents and the Transaction (including the other transactions contemplated by the Transaction Documents) are fair to and in the best interests of the Company and its stockholders, including the Public Stockholders, (b) approve and declare advisable the Transaction Documents and the Transaction (including the other transactions contemplated by the Transaction Documents), (c) authorize and approve the execution, delivery and performance by the Company of the Transaction Documents and the consummation of the Transaction (including the other transactions contemplated by the Transaction Documents) upon the terms and subject to the conditions set forth therein and (d) recommend the adoption and approval of the Transaction Documents and the Transaction (including the other transactions contemplated by the Transaction Documents) to the stockholders of the Company. In addition, the Special Committee also authorized Messrs. Schleimer and Krauss to finalize the Transaction Agreement and the Transaction Documents, including as to the specific number of TKO Common Units to be issued once the 25-day VWAP as of October 23, 2024, became available after the close of trading hours.

Following the conclusion of the Special Committee meeting on October 23, 2024, the Board held a meeting by videoconference, with representatives of Skadden, Moelis and Latham (in its capacity as corporate counsel to the Company) in attendance, along with Messrs. Schleimer and Krauss and certain other Company Specified Management. Mr. Krauss noted that the Special Committee had approved the Transaction Agreement, the other Transaction Documents and the Transaction (including the other transactions contemplated by the Transaction Documents) and made the Special Committee Recommendation, and that Moelis had delivered an oral opinion, to the effect that, as of that date, and based upon and subject to certain assumptions, procedures, factors, qualifications and limitations, the consideration to be paid by the Company in the Transaction was fair from a financial point of view to the Company and that Moelis would provide to the Special Committee a written copy of its opinion for their records. Mr. Krauss then reviewed the terms of the Transaction Agreement and the Transaction (including the other transactions contemplated by the Transaction Documents) with the members of the Board consistent with the summary provided to the Special Committee earlier that day. Mr. Krauss also reviewed the terms of the Emanuel Letter Agreement Amendment, pursuant to which, among other things, Mr. Emanuel waived his eligibility to receive a $25,000,000 asset sale bonus that would have been payable following the sale or disposition (in one or a series of transactions) of all of, or all except a de minimis portion of, certain specified assets of EDR and EOC, and the terms of the Existing Shapiro Employment Agreement Amendment and the Shapiro A&R Employment Agreement Amendment, pursuant to which, among other things, Mr. Shapiro waived his eligibility to receive the Asset Sale Bonuses, each of which would be executed concurrently with the execution of the Transaction Agreement and other related Transaction Documents. For more information, see the section entitled “The Transaction — Interests of PubCo’s Directors and Executive Officers in the Transaction — Asset Sale Bonus Waivers” beginning on page [●].

Following this discussion on October 23, 2024, the independent directors, WWE Designees and full Board (including on behalf of the Company in its capacity as managing member of TKO) unanimously (a) determined that the terms and conditions of the Transaction Agreement, the other Transaction Documents, and the Transaction (including the other transactions contemplated by the Transaction Documents), are advisable, fair to and in the best interests of the Company and its stockholders, including the Public Stockholders, (b) approved and declared advisable the Transaction Agreement, the other Transaction Documents, and the Transaction (including the other transactions contemplated by the Transaction Documents), (c) authorized and approved the execution, delivery and performance by the Company of the Transaction Documents and the consummation of the Transaction (including the other transactions contemplated by the Transaction Documents), upon the terms and subject to the conditions set forth therein and (d) recommended the adoption and approval of the Transaction

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Agreement and the consummation of the Transaction (including the other transactions contemplated by the Transaction Documents) by the stockholders of the Company.

Later during the evening of October 23, 2024, the representatives of Latham and Skadden finalized the Transaction Agreement and other related Transaction Documents in consultation with EDR and the Special Committee, respectively, and the parties thereto executed the Transaction Agreement and other related Transaction Documents. Prior to trading hours on October 24, 2024, the Company and EDR announced the execution of the Transaction Agreement. Shortly following the execution of the Transaction Agreement, representatives of Latham sent representatives of Skadden an executed written consent on behalf of the holders of a majority of the voting power of the outstanding shares of TKO PubCo Class A Common Stock and TKO PubCo Class B Common Stock adopting, approving and ratifying the Transaction Agreement, the Transaction Documents, and the Transaction (including the other transactions contemplated by the Transaction Agreement).

Professional Bull Riders, LLC (“PBR”) was previously party to a Media Rights Agreement (the “MSM Agreement”) with Merit Street Media (“MSM”). The MSM Agreement was effective as of May 20, 2024. On October 2, 2024, PBR sent MSM a notice of breach under the MSM Agreement for MSM’s failure to timely pay its monthly rights fee instalment of $3,500,000. On November 2, 2024, PBR terminated the MSM Agreement and filed a claim against MSM for all rights fees owed under the MSM Agreement. The claim is currently pending in arbitration. The MSM Agreement was a material commercial agreement of the PBR Business.

IMG Media Limited is currently party to an agreement with The Football Association Premier League Limited (“FAPL”) for the provision of international production and distribution services (the “Premier League Productions Agreement”), which is expected to expire in the second quarter of 2026. On or around November 15, 2024, FAPL informed EDR that it does not intend to extend or renew the Premier League Productions Agreement. The Premier League Productions Agreement is a material commercial agreement of the IMG Media Business.

Recommendation of the Special Committee; Reasons for the Transaction

At a meeting held on October 23, 2024, the Special Committee unanimously determined that the Transaction Agreement, the Ancillary Agreements and Transaction, on the terms and subject to the conditions set forth therein, are advisable, fair to and in the best interests of TKO PubCo and the Public Stockholders. The Special Committee further recommended that the Board (a) determine that the Transaction Agreement, the Ancillary Agreements and Transaction are fair to and in the best interests of TKO PubCo and its stockholders, including the Public Stockholders, (b) approve and declare advisable the Transaction Agreement, the Ancillary Agreements and Transaction, (c) authorize and approve the execution, delivery and performance by TKO PubCo of the Transaction Agreement, the Ancillary Agreements and Transaction upon the terms and subject to the conditions set forth therein and (d) recommend the adoption and approval of the Transaction Agreement, the Ancillary Agreements and Transaction to the stockholders of TKO PubCo.

In the course of reaching its determination and making its recommendation, the Special Committee considered a number of factors, including, but not limited to, the following (which factors are not necessarily presented in order of relative importance):

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The Special Committee also considered certain risks, uncertainties, restrictions and potentially negative factors associated with the Transaction, including, but not limited to, the following (which risks are not necessarily presented in order of relative importance):

After taking into account all of the factors set forth above, as well as others, the Special Committee concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the Transaction were outweighed by the potential benefits of the Transaction to TKO PubCo and the Public Stockholders. The above discussion of the information and factors considered by the Special Committee is not intended to be exhaustive. In reaching its determination and recommendation, the Special Committee did not quantify, rank or assign any relative or specific weight to any of the foregoing factors, and individual members of the Special Committee may have considered various factors differently. The Special 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. Moreover, in considering the information and factors described above, individual members of the Special Committee may have given differing weights to differing factors. The Special Committee based its recommendation on the totality of the information presented.

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Recommendation of the TKO PubCo Board (page [●])

At a meeting held on October 23, 2024, acting upon the Special Committee Recommendation, the independent directors, WWE Designees and full Board (including on behalf of the TKO PubCo in its capacity as managing member of TKO) unanimously (a) determined that the terms and conditions of the Transaction Agreement, the Ancillary Agreements and the Transaction, are advisable, fair to and in the best interests of TKO PubCo and its stockholders, including the Public Stockholders, (b) approved and declared advisable the Transaction Agreement, the Ancillary Agreements, and the Transaction, (c) authorized and approved the execution, delivery and performance by TKO PubCo of the Transaction Agreement and Ancillary Agreements and the consummation of the Transaction, upon the terms and subject to the conditions set forth therein and (d) recommended the adoption and approval of the Transaction Agreement and the consummation of the Transaction by the stockholders of TKO PubCo.

The Board (including the independent directors and WWE Designees) considered and relied upon the analyses and the unanimous Special Committee Recommendation as set forth in the section entitled “The Transaction — Recommendation of the Special Committee; Reasons for the Transaction” beginning on page [●] in arriving at this determination and recommendation. In considering the Special Committee’s analyses and the Special Committee Recommendation, the Board (including the independent directors and WWE Designees) reviewed and discussed information with respect to the Businesses’ financial condition, results of operations, competitive position and business strategy, as well as current industry, economic and market conditions and trends. The material factors that supported the Board’s determination and recommendation, in addition to the Special Committee Recommendation, are those set forth in the section entitled “The Transaction — Recommendation of the Special Committee; Reasons for the Transaction” beginning on page [●].

Required Stockholder Approval for the Transaction

Under Section 228 of the DGCL and the TKO PubCo Certificate of Incorporation, the adoption of the Transaction Agreement required the affirmative vote of the holders of a majority of the voting power of the TKO PubCo Shares issued and outstanding. Under Section 312.03 of the NYSE Listed Company Manual stockholder approval is required prior to the issuance of TKO PubCo Shares, or of securities convertible into TKO PubCo Shares, in any transaction or series of related transactions to a director, officer, controlling shareholder or member of a control group or any other “substantial security holder” of TKO PubCo if the number of TKO PubCo Shares, or the number of TKO PubCo Shares into which the securities may be converted, exceeds one percent (1%) of the voting power of TKO PubCo before such issuance. Because the TKO PubCo Shares to be issued to the EDR Parties, who are considered a “controlling shareholder” of TKO PubCo under Section 312.03 of the NYSE Listed Company Manual, pursuant to the Transaction Agreement, including the Transaction, exceeds one percent (1%) of the number of TKO PubCo Shares outstanding before the issuance, stockholder approval is required.

As of October 23, 2024, the record date for determining stockholders of TKO PubCo entitled to vote on the adoption of the Transaction Agreement, there were 81,149,604 shares of TKO PubCo Class A Common Stock and 89,616,891 shares of TKO PubCo Class B Common Stock outstanding. TKO Common Units, other than TKO Common Units held by TKO PubCo, are redeemable from time to time at each holder’s option for, at TKO PubCo’s election, newly issued shares of TKO PubCo Class A Common Stock on a one-for-one basis, subject to certain conditions. When a TKO Common Unit is exchanged by a holder thereof, a corresponding share of TKO PubCo Class B Common Stock will be cancelled. Holders of TKO PubCo Class A Common Stock and TKO PubCo Class B Common Stock are entitled to one vote for each share held of record, in each case on all matters on which stockholders are entitled to vote generally, including adoption of the Transaction Agreement.

On October 23, 2024, following the execution of the Transaction Agreement, (a) WME IMG, which on such date beneficially owned 1,642,970 shares of TKO PubCo Class A Common Stock, (b) EOC, which on such date beneficially owned 75,412,059 shares of TKO Common Units (and an equal number of TKO PubCo Class B Common Stock), (c) January HoldCo, which on such date beneficially owned 7,662,799 shares of TKO Common Units (and an equal number of TKO PubCo Class B Common Stock) and (d) January Sub, which on such date beneficially owned 6,542,033 shares of TKO Common Units (and an equal number of TKO PubCo Class B

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Common Stock), together collectively beneficially owning a majority of the aggregate voting power of the outstanding TKO PubCo Shares delivered the Written Consent. No further action by any other TKO PubCo stockholder is required under applicable law or the Transaction Agreement (or otherwise) in connection with the adoption of the Transaction Agreement. As a result, TKO PubCo is not soliciting your vote for the adoption of the Transaction Agreement and will not call a stockholders’ meeting for purposes of voting on the adoption of the Transaction Agreement. No action by the stockholders of TKO PubCo is required to complete the Transaction and all requisite corporate action by and on behalf of the TKO Parties and the EDR Parties required to complete the Transaction has been taken. If the Transaction Agreement is terminated in accordance with its terms, the Written Consent will be of no further force and effect.

When actions are taken by the written consent of less than all of the stockholders entitled to vote on a matter, the DGCL 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 TKO PubCo of the adoption of the Transaction Agreement by the Written Consent as required by the DGCL.

Federal securities laws state that the Transaction Agreement, including the Transaction, may not be completed until twenty (20) days after the date of mailing of this Information Statement to TKO PubCo’s stockholders. Therefore, notwithstanding the execution and delivery of the Written Consent (which was obtained concurrently with the execution of the Transaction Agreement), the Transaction will not occur until that time has elapsed. We currently expect the Transactions to be completed in the first half of 2025, subject to certain conditions to closing in the Transaction Agreement. However, there can be no assurance that the Transaction will be completed at or prior to that time, or at all.

Opinion of Financial Advisor to the TKO PubCo Special Committee (Moelis)

The Special Committee considered the financial analyses of Moelis, as reviewed and discussed with Company Specified Management, as well as the opinion of Moelis to the effect that, as of October 23, 2024, and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken as set forth in Moelis’ written opinion, (i) the Closing Consideration to be paid by TKO and (ii) the Issuance by TKO PubCo, in each case in the Transaction (together, the “Transaction Consideration”) was fair, from a financial point of view, to TKO PubCo.

The full text of Moelis’ written opinion dated October 23, 2024, which sets forth the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken in connection with the opinion, is attached as Annex C to this Information Statement and is incorporated herein by reference. Moelis’ opinion was provided for the use and benefit of the Special Committee (solely in its capacity as such) in its evaluation of the Transaction. Moelis’ opinion was limited solely to the fairness from a financial point of view of the Transaction Consideration to be paid by the TKO Parties in the Transaction and does not address TKO PubCo’s underlying business decision to effect the Transaction or the relative merits of the Transaction as compared to any alternative business strategies or transactions that might be available to TKO PubCo and does not address any legal, regulatory, tax or accounting matters. Moelis’ opinion does not constitute a recommendation as to how any holder of any class of securities should vote or act with respect to the Transaction or any other matter. Unless otherwise indicated, references to “IMG Media Business” in this section are to the IMG Business as defined elsewhere in the Information Statement, which include the IMG Media Business, Formula Drift Business, Golf Events Business, Mailman Business and International Figure Skating Business (each as defined in the section entitled “Management’s Discussion and Analysis of the Businesses” beginning on page [●]).

In arriving at its opinion, Moelis, among other things:

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In connection with its analysis and opinion, Moelis relied on the information supplied to, discussed with or reviewed by Moelis being complete and accurate in all material respects. Moelis did not independently verify any such information (or assume any responsibility for the independent verification of any such information). Moelis also relied on the representation of Company Specified Management that they were not aware of any facts or circumstances that would make any such information inaccurate or misleading. Moelis also relied upon, without independent verification, the assessment of TKO PubCo and its legal, tax, regulatory and accounting advisors with respect to legal, tax, regulatory and accounting matters. With respect to the financial forecasts and the other information relating to TWI, the Businesses, TKO PubCo, the TKO Expected Management Fee Savings and the TKO Expected Synergies referred to above, Moelis assumed, at the direction of the Special Committee, that they were reasonably prepared on a basis reflecting the best currently available estimates and judgments of Company Specified Management as to the future performance of TWI, the Businesses, TKO PubCo, the TKO Expected Management Fee Savings and the TKO Expected Synergies (including the amount, timing and achievability thereof). Moelis also assumed, at the direction of the Special Committee, that the future financial results, the TKO Expected Management Fee Savings and the TKO Expected Synergies will be achieved at the times and in the amounts projected. In addition, Moelis relied on the assessments of Company Specified Management as to TKO PubCo’s ability to retain key employees of TWI and integrate the businesses of TWI and TKO PubCo. Moelis expressed no views as to the reasonableness of any financial forecasts, the TKO Expected Management Fee Savings, the TKO Expected Synergies, the EDR June Management Fee Savings and Expected Synergies, the EDR September Management Fee Savings and Expected Synergies or the assumptions on which they were based. In addition, Moelis did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet or otherwise) of TWI, the Businesses or TKO PubCo, nor was Moelis furnished with any such evaluation or appraisal.

Moelis’ opinion did not address TKO PubCo’s underlying business decision to effect the Transaction or the relative merits of the Transaction as compared to any alternative business strategies or transactions that might be

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available to TKO PubCo and did not address any legal, regulatory, tax or accounting matters. Moelis was not asked to, and did not, offer any opinion as to any terms of the Transaction Agreement or any aspect or implication of the Transaction, except for the fairness of the Transaction Consideration from a financial point of view to TKO PubCo. Moelis did not express any opinion as to what the value of the shares of TKO PubCo Class B Common Stock or the TKO Common Units actually will be when issued pursuant to the Transaction or the prices at which the TKO PubCo Class A Common Units may trade at any time. In rendering its opinion, Moelis assumed that the final executed form of the Transaction Agreement would not differ in any material respect from the draft that Moelis reviewed, that the Transaction would be consummated in accordance with its terms without any waiver or modification that could be material to Moelis’ analysis, that the representations and warranties of each party set forth in the Transaction Agreement were accurate and correct and that the parties to the Transaction Agreement would comply with all the material terms of the Transaction Agreement. Moelis assumed that all governmental, regulatory or other consents or approvals necessary for the completion of the Transaction would be obtained, except to the extent that could not be material to Moelis’ analysis.

Moelis’ opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Moelis as of, the date of the opinion, and Moelis assumed no responsibility to update its opinion for developments after the date of the opinion.

Moelis’ opinion did not address the fairness of the Transaction or any aspect or implication thereof to, or any other consideration of or relating to, the holders of any class of securities, creditors or other constituencies of TWI, the Businesses, the EDR Parties or TKO PubCo. In addition, Moelis did not express any opinion as to the fairness of the amount or nature of any compensation to be received by any officers, directors or employees of any parties to the Transaction, or any class of such persons, whether relative to the Transaction Consideration or otherwise. Moelis’ opinion was approved by a Moelis fairness opinion committee.

Summary of Financial Analyses

The following is a summary of the material financial analyses presented by Moelis to the Special Committee at its meeting held on October 23, 2024 in connection with delivery of Moelis’ opinion. This summary describes the material analyses underlying Moelis’ opinion but does not purport to be a complete description of the analyses performed by Moelis in connection with its opinion.

Some of the summaries of financial analyses below include information presented in tabular format. In order to fully understand Moelis’ analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the analyses. Considering the data described below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Moelis’ analyses.

For the purposes of Moelis’ analyses:

Unless the context indicates otherwise, (i) the estimates of the future financial performance for the selected publicly traded companies listed below were based on certain publicly available research analyst estimates for those companies, and (ii) the financial analysis of Moelis described below utilized the Company Management Adjusted Projections.

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Based on Moelis’ professional judgment and experience, Moelis performed its financial analyses (with respect to its DCF analyses, selected publicly traded companies analyses and selected precedent transaction analyses, each as set forth below) on a sum-of-the parts basis. As such, Moelis performed separate analyses for (i) the IMG Media Business (which, for the purposes of Moelis’ opinion and the discussion below, also includes the other businesses comprising the IMG Business (including the Golf Events Business, the Formula Drift Business, the Mailman Business and the International Figure Skating Business), (ii) the OLE Business and (iii) the PBR Business (each as defined in the section entitled “Management’s Discussion and Analysis of the Businesses” beginning on page [●]), as further discussed below.

Discounted Cash Flow Analysis

IMG Media Business.

Utilizing the Company Management Adjusted Projections, Moelis performed a DCF analysis of the IMG Media Business to calculate the present value, as of December 31, 2024, of (a) the estimated present value of unlevered after-tax free cash flows of the IMG Media Business for the calendar years ending December 31, 2025 through December 31, 2028 (discounted using the mid-year discounting convention) and (b) the estimated terminal value of the IMG Media Business. For purposes of the DCF analysis, Moelis calculated the IMG Media Business’s unlevered free cash flow as Adjusted EBITDA less (i) SBC expense, (ii) cash taxes, (iii) capital expenditures, (iv) merger and acquisition payments and (v) changes in net working capital. Moelis’ DCF analysis of the IMG Media Business also excluded the impact of the Remaining EDR Group retaining the right to receive certain payments in connection with the Football Association Cup contract after the Closing of the Transaction.

Moelis utilized a range of discount rates of 9.25% to 12.00% based on an estimated range of the IMG Media Business’s weighted average cost of capital (“WACC”). The estimated WACC range for the IMG Media Business was calculated using the capital asset pricing model and a size premium. Moelis used the foregoing range of discount rates to calculate estimated present values as of December 31, 2024 of (a) estimated present value of unlevered after-tax free cash flows of the IMG Media Business for the calendar years ending December 31, 2025 through December 31, 2028 (discounted using the mid-year discounting convention) and (b) estimated terminal value derived by applying a range of selected terminal multiples of 12.0x to 15.0x to the IMG Media Business’s estimated terminal year Adjusted EBITDA (which was equal to the IMG Media Business’s estimated terminal year Adjusted EBITDA for the calendar year ending December 31, 2028). For purposes of selecting the reference range of terminal multiple to apply to the IMG Media Business’s estimated terminal year Adjusted EBITDA, Moelis noted that the terminal multiple range was informed by (i) multiples of selected publicly traded companies, (ii) Moelis’ professional judgment, based on its industry knowledge and experience and (iii) the reasonableness of the perpetuity growth rates implied by the DCF values using this multiple range.

Based on the foregoing, Moelis derived an implied TEV range for the IMG Media Business of $1,428 million to $1,885 million (excluding the TKO Expected Management Fee Savings and TKO Expected Synergies).

OLE Business.

Moelis performed separate DCF analyses of (i) the OLE Business excluding Olympics and FIFA (the “On Location Core Business”) and (ii) the OLE Business’s Olympics and FIFA business (“Olympics and FIFA”).

On Location Core Business. Utilizing the Company Management Adjusted Projections, Moelis performed a DCF analysis of the On Location Core Business to calculate the present value, as of December 31, 2024, of (a) the estimated present value of unlevered after-tax free cash flows for the calendar years ending December 31, 2025 through December 31, 2028 (discounted using the mid-year discounting convention) and (b) the estimated terminal value derived by applying a range of selected terminal multiples of 13.0x to 16.0x to the On Location Core Business’s estimated terminal year Adjusted EBITDA. For purposes of the DCF analysis, Moelis calculated the On Location Core Business’s unlevered free cash flow as Adjusted EBITDA less (i) SBC expense, (ii) cash taxes, (iii) capital expenditures and (iv) changes in net working capital.

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Moelis utilized a range of discount rates of 10.25% to 12.75% based on an estimated range of the OLE Business’s WACC. The estimated WACC range for the OLE Business was calculated using the capital asset pricing model and a size premium. For purposes of selecting the reference range of terminal multiple to apply to the On Location Core Business’s estimated terminal year Adjusted EBITDA, Moelis noted that the terminal multiple range was informed by (i) multiples of selected publicly traded companies, (ii) Moelis’ professional judgment, based on its industry knowledge and experience and (iii) the reasonableness of the perpetuity growth rates implied by the DCF values using this multiple range. Moelis assumed terminal Adjusted EBITDA for the On Location Core Business to be equal to its Adjusted EBITDA for the calendar year ending December 31, 2028, which reflected a normalized EBITDA contribution from the Super Bowl as directed by Company Specified Management.

Based on the foregoing, Moelis derived an implied TEV range for the On Location Core Business of $430 million to $570 million (excluding the TKO Expected Management Fee Savings and TKO Expected Synergies).

Olympics and FIFA. Utilizing the Company Management Adjusted Projections, Moelis also performed a DCF analysis of Olympics and FIFA to calculate, as of December 31, 2024, the estimated present value of unlevered after-tax free cash flows for the calendar years ending December 31, 2025 through December 31, 2028 (discounted using the mid-year discounting convention). For purposes of the DCF analysis, Moelis calculated the unlevered free cash flow of Olympics and FIFA as Adjusted EBITDA less (i) SBC expense, (ii) cash taxes, (iii) Olympics capital expenditures and (iv) changes in Olympics and FIFA net working capital. Moelis utilized a range of discount rates of 10.25% to 12.75% based on an estimated range of the OLE Business’s WACC. The estimated WACC range for the OLE Business was calculated using the capital asset pricing model and a size premium. Olympics and FIFA cash flows were assumed to have no terminal value given the uncertainty regarding the OLE Business’s renewal of certain Olympics and FIFA contracts after 2028 (including, with respect to Olympics, the potential cash flows after 2028 in the event the relevant contract was renewed).

Based on the foregoing, Moelis derived an implied TEV range for Olympics and FIFA of $274 million to $279 million (excluding the TKO Expected Management Fee Savings and TKO Expected Synergies). Moelis also performed a DCF sensitivity analysis for Olympics and FIFA, which showed an implied TEV for Olympics and FIFA of $167 million to $386 million based on different assumptions about the performance of certain events provided by Company Specified Management.

Combined On Location Core Business + Olympics and FIFA. To determine the implied TEV of the OLE Business based on the foregoing analyses, Moelis added the foregoing TEV ranges of the On Location Core Business and Olympics and FIFA. This analysis, excluding the TKO Expected Management Fee Savings and TKO Expected Synergies, indicated an implied TEV range for the OLE Business of $704 million to $849 million.

PBR Business.

Utilizing the Company Management Adjusted Projections, Moelis performed a DCF analysis of the PBR Business to calculate the present value, as of December 31, 2024, of (a) the estimated present value of unlevered after-tax free cash flows for the calendar years ending December 31, 2025 through December 31, 2028 (discounted using the mid-year discounting convention) and (b) the estimated terminal value of PBR.

For purposes of the DCF analysis, Moelis calculated the PBR Business’s unlevered free cash flow as Adjusted EBITDA less (i) SBC expense, (ii) cash taxes, (iii) capital expenditures and (iv) changes in working capital.

Moelis utilized a range of discount rates of 9.00% to 11.00% based on an estimated range of the PBR Business’s WACC. The estimated WACC range for the PBR Business was calculated using the capital asset pricing model and a size premium. Moelis used the foregoing range of discount rates to calculate estimated present values as of December 31, 2024 of (a) estimated present value of unlevered after-tax free cash flows of

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the PBR Business for the calendar years ending December 31, 2025 through December 31, 2028 (discounted using the mid-year discounting convention) and (b) estimated terminal value derived by applying a range of selected terminal multiples of 15.0x to 18.0x to PBR’s estimated terminal year Adjusted EBITDA. At the direction of Company Specified Management, the PBR Business’s estimated terminal year Adjusted EBITDA assumed the benefit from incremental PBR Business team expansion and was adjusted to reflect the additional impact of selling teams (net of required cost sharing with other teams) after 2028. For purposes of selecting the reference range of terminal multiple to apply to the PBR Business’s estimated terminal year Adjusted EBITDA, Moelis noted that the terminal multiple range was informed by (i) a discount to the trading multiple of selected publicly traded companies (which discount was intended to reflect the sub-scale nature of the PBR Business relative to such selected publicly traded companies and the potential constrained and niche long-term addressable market size), (ii) Moelis’ professional judgement, based on its industry knowledge and experience and (iii) and the reasonableness of the perpetuity growth rates implied by the DCF values when using this multiple range.

Based on the foregoing, Moelis derived an implied TEV range for the PBR Business of $610 million to $756 million (excluding the TKO Expected Management Fee Savings and TKO Expected Synergies).

Expected Management Fee Savings and Expected Synergies. Moelis, at the direction of the Special Committee, also prepared an analysis of the implied present value of the TKO Expected Management Fee Savings and TKO Expected Synergies.

Based on $30 million of annual TKO Expected Management Fee Savings as estimated by Company Specified Management, Moelis calculated the estimated present value of TKO Expected Management Fee Savings to be between $274 million and $421 million. In addition, based on $5.9 million of annual TKO Expected Synergies as estimated by Company Specified Management, Moelis calculated the estimated the present value of TKO Expected Synergies to be between $54 million and $83 million. Each of these estimates of the present value of TKO Expected Management Fee Savings and TKO Expected Synergies were derived using (i) a range of discount rates of 8.50% to 10.50% based on the estimated WACC ranges for TKO PubCo, (ii) perpetuity growth rates of 2.50% to 3.50% informed by historical inflation rates and U.S. GDP growth rates and (iii) a 26% effective tax rate based on guidance provided by EDR management.

Combined IMG Media Business plus OLE Business plus PBR Business. To determine the implied TEV of the Businesses based on the foregoing analyses, Moelis added the foregoing TEV ranges of the IMG Media Business, the OLE Business and the PBR Business. This analysis, excluding the TKO Expected Management Fee Savings and TKO Expected Synergies, indicated an implied TEV range of $2,743 million to $3,490 million, and Moelis noted that the proposed transaction consideration was valued at $3,250 million in TKO Common Units and shares of TKO PubCo Class B Common Stock (subject to certain adjustments as set forth in the Transaction Agreement, about which Moelis expressed no opinion). This analysis, including the TKO Expected Management Fee Savings and TKO Expected Synergies, indicated an implied TEV range of $3,070 million to $3,994 million, and Moelis noted that the proposed transaction consideration was valued at $3,250 million in TKO Common Units and shares of TKO PubCo Class B Common Stock (subject to certain adjustments as set forth in the Transaction Agreement, about which Moelis expressed no opinion).

Selected Publicly Traded Companies Analysis

IMG Media Business. Moelis reviewed financial and stock market trading data of the selected publicly traded companies noted below with significant brand, strategy and consulting and marketing expertise in addition to business characteristics that Moelis deemed relevant for the purposes of its analyses with respect to the IMG Media Business.

For the selected publicly traded companies in the IMG Media Business industry, Moelis reviewed EV / Adjusted EBITDA multiples for 2024E and 2025E Adjusted EBITDA. Financial data for the selected publicly traded companies was based on publicly available consensus research analyst estimates and public filings.

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The selected publicly traded companies in the IMG Media Business industry used in this analysis and their EV / Adjusted EBITDA multiples for calendar years 2024 and 2025 are summarized in the following table:

Moelis noted that no single company was substantially similar across a range of operating and financial criteria, including size of the company, geographic focus, EBITDA margin, growth profile and financial leverage. Moelis noted that a number of factors limit comparability of the selected publicly traded companies, including company size, business profile, regulatory jurisdiction and environments and capital expenditure profiles.

Based on the foregoing analysis and its professional judgment, Moelis selected reference ranges of 12.0x to 14.0x with respect to Adjusted EBITDA of the IMG Media Business for calendar year 2024 and 11.5x to 13.5x with respect to Adjusted EBITDA of IMG Media for calendar year 2025. The analysis indicated an implied TEV range for the IMG Media Business of $1,714 million to $2,000 million for calendar year 2024 and $1,488 million to $1,747 million for calendar year 2025 (excluding TKO Expected Management Fee Savings and the TKO Expected Synergies).

OLE Business. Moelis reviewed financial and stock market trading data of the selected publicly traded companies noted below with significant live events and hospitality exposure in addition to business characteristics that Moelis deemed relevant for the purposes of its analyses with respect to the OLE Business.

For the selected publicly traded companies in the OLE Business industry, Moelis reviewed EV / Adjusted EBITDA multiples for 2024E and 2025E Adjusted EBITDA. Moelis also reviewed four publicly traded companies within the sports properties, live entertainment and ticketing industries that it deemed less relevant for purposes of the analysis. Financial data for the selected publicly traded companies was based on publicly available consensus research analyst estimates and public filings.

The selected publicly traded companies in the OLE Business industry used in this analysis and their EV / Adjusted EBITDA multiples for calendar years 2024 and 2025 are summarized in the following table:

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Moelis noted that no single company was substantially similar across a range of operating and financial criteria, including size of the company, geographic focus, EBITDA margin, growth profile and financial leverage. Moelis also noted that each of the three selected publicly traded companies described above that provide live event services had certain unique characteristics that differed from the OLE Business model (excluding Olympics and FIFA).

Based on the foregoing analysis and its professional judgment, Moelis selected reference ranges of 12.0x to 14.0x with respect to the average Adjusted EBITDA in calendar years 2024 and 2025 for the OLE Business (excluding Olympics and FIFA). The analysis indicated an implied TEV range for the OLE Business of $625 million to $688 million for calendar years 2024 and 2025 (calculated by applying such reference ranges with respect to Adjusted EBITDA for the OLE Business (excluding Olympics and FIFA) plus the DCF value of Olympics and FIFA estimated cash flows for calendar years 2025 to 2028) (excluding the TKO Expected Management Fee Savings and TKO Expected Synergies).

PBR Business. Moelis reviewed financial and stock market trading data of the selected publicly traded companies that operate owned sports leagues in addition to business characteristics that Moelis deemed relevant for purposes of its analyses with respect to the PBR Business.

For the selected publicly traded companies in the PBR Business industry, Moelis reviewed EV / Adjusted EBITDA multiples for 2024E and 2025E Adjusted EBITDA. Moelis also reviewed three publicly traded companies within the sports properties industry that it deemed less relevant for purposes of the analysis. Financial data for the selected publicly traded companies was based on publicly available consensus research analyst estimates and public filings.

The selected publicly traded companies in the PBR industry used in this analysis and their EV / Adjusted EBITDA multiples for calendar years 2024 and 2025 are summarized in the following table:

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Moelis noted that no single company was substantially similar across a range of operating and financial criteria, including size of the company, geographic focus, EBITDA margin, growth profile and financial leverage. Moelis also noted that the PBR Business may warrant trading at a moderate discount to the selected publicly traded companies due to the PBR Business’s smaller scale, lower anticipated EBITDA margins and smaller geographic footprint.

Based on the foregoing analysis and its professional judgment, Moelis selected reference ranges of 15.0x to 17.0x with respect to the PBR Business’s Adjusted EBITDA for calendar year 2024 and 14.0x to 16.0x with respect to the PBR Business’s Adjusted EBITDA for calendar year 2025. The analysis indicated an implied TEV range for the PBR Business of $329 million to $373 million for calendar year 2024 and $532 million to $608 million for calendar year 2025 (excluding the TKO Expected Management Fee Savings and TKO Expected Synergies).

Combined IMG Media plus OLE Business plus PBR Business. To determine the implied TEV of the Businesses based on the foregoing analyses, Moelis added the foregoing TEV ranges of the IMG Media Business, the OLE Business and the PBR Business. This analysis, excluding the TKO Expected Management Fee Savings and Expected Synergies, indicated an implied TEV range of $2,667 million to $3,060 million for calendar year 2024 and $2,645 million to $3,043 million for calendar year 2025, and Moelis noted that the proposed transaction consideration was valued at $3,250 million in TKO Common Units and shares of TKO PubCo Class B Common Stock (subject to certain adjustments as set forth in the Transaction Agreement, about which Moelis expressed no opinion). This analysis, including the TKO Expected Management Fee Savings and TKO Expected Synergies, indicated an implied TEV range of $2,995 million to $3,564 million for calendar year 2024 and $2,973 million to $3,547 million for calendar year 2025, and Moelis noted that the proposed transaction consideration was valued at $3,250 million in TKO Common Units and shares of TKO PubCo Class B Common Stock (subject to certain adjustments as set forth in the Transaction Agreement, about which Moelis expressed no opinion).

Selected Precedent Transactions Analysis

IMG Media Business. Moelis selected and reviewed three public transactions and five private transactions in the global sports rights distribution, partnerships, sponsorship, content production, brand consulting and strategy industries since 2013 for its analyses with respect to the IMG Media Business.

In performing this analysis, summarized below, Moelis reviewed, among other things, TEV / EBITDA multiples, as adjusted to exclude one-time charges and benefits. Moelis did not present the TEV / EBITDA multiples or other terms of any of the five selected private transactions to preserve confidentiality with respect to terms of those transactions.

Moelis noted that it placed less weight on the selected public precedent transactions analysis for the IMG Media Business’s valuation given limited relevant benchmarks and significant changes to the global media landscape since 2013. The non-public transactions that Moelis selected were relevant to the analysis given the similar business models of the companies involved.

Based on the foregoing and its professional judgment, Moelis selected a reference range of 12.0x to 15.0x with respect to the IMG Media Business’s 2024E Adjusted EBITDA. This analysis indicated an implied TEV range for the IMG Media Business of $1,714 million to $2,142 million (excluding the TKO Expected Management Fee Savings and TKO Expected Synergies).

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OLE Business. Moelis selected and reviewed seven precedent transactions in the live events, hospitality services, ticketing and experiential platforms industries since 2017 for its analyses with respect to the OLE Business.

In performing this analysis, summarized below, Moelis reviewed, among other things, TEV / EBITDA multiples, as adjusted to exclude one-time charges and benefits.

Moelis noted that transactions in the hospitality services and live events industries were relevant to the analysis given the similar business models of the companies involved. Moelis also noted that the selected precedent transactions were not downward adjusted to reflect any favorable tax attributes and were presented pre-synergies (and that the majority of the selected hospitality services and live events transactions involved strategic acquirors that expected to achieve significant levels of synergies).

Based on the foregoing and its professional judgment, Moelis selected a reference range of 14.0x to 16.0x with respect to the OLE Business’s average Adjusted EBITDA in calendar years 2024 and 2025 (excluding Olympics and FIFA). The analysis indicated an implied TEV range for the OLE Business of $683 million to $746 million (calculated by applying such reference range with respect to such Adjusted EBITDA for the OLE Business (excluding Olympics and FIFA) plus the DCF value of Olympics and FIFA estimated cash flows for calendar years 2025 to 2028) (excluding the TKO Expected Management Fee Savings and TKO Expected Synergies).

PBR Business. Moelis selected and reviewed five transactions in the sports properties industry since 2016 for its analyses with respect to the PBR Business.

In performing this analysis, summarized below, Moelis reviewed, among other things, enterprise value / EBITDA multiples, as adjusted to exclude one-time charges and benefits.

Moelis noted that transactions in the sports properties segment were relevant to the analysis given they each target an owned sports property, although each transaction involved larger, scaled assets with broader addressable markets across multiple geographies. Moelis also noted that the three oldest transactions above were each characterized by deal-specific factors that may have impacted valuations. Moelis noted that the selected precedent transactions were not downward adjusted to reflect any favorable tax attributes and were presented pre-synergies (and that all of the selected sports properties transactions involved strategic acquirors that expected to achieve significant levels of synergies).

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Based on the foregoing and its professional judgment, Moelis selected a reference range of 16.0x to 18.0x with respect to the PBR Business’s 2024E Adjusted EBITDA. This analysis indicated a TEV range of $351 million to $395 million for the PBR Business (excluding the TKO Expected Management Fee Savings and TKO Expected Synergies).

Combined IMG Media Business plus OLE Business plus PBR Business. To determine the implied TEV of the Businesses based on the foregoing analyses, Moelis added the foregoing TEV ranges of the IMG Media Business, the OLE Business and the PBR Business. This analysis, excluding the TKO Expected Management Fee Savings and TKO Expected Synergies, indicated an implied TEV range of $2,748 million to $3,283 million, and Moelis noted that the proposed transaction consideration was valued at $3,250 million in TKO Common Units and shares of TKO PubCo Class B Common Stock (subject to certain adjustments as set forth in the Transaction Agreement, about which Moelis expressed no opinion). This analysis, including the TKO Expected Management Fee Savings and TKO Expected Synergies, indicated an implied TEV range of $3,075 million to $3,787 million, and Moelis noted that the proposed transaction consideration was valued at $3,250 million in TKO Common Units and shares of TKO PubCo Class B Common Stock (subject to certain adjustments as set forth in the Transaction Agreement, about which Moelis expressed no opinion).

Other Information

Moelis also noted for the Special Committee additional information that was not considered part of Moelis’ financial analyses with respect to its opinion, but were referenced for informational purposes, including, (i) the DCF analysis for each of the IMG Media Business, the OLE Business and the PBR Business based on the Company Management Adjusted Projections and (ii) the DCF sensitivity analysis for Olympics and FIFA performed by Moelis at the direction of Company Specified Management.

Miscellaneous

The foregoing is a summary of the analyses undertaken by Moelis in connection with Moelis’ opinion. The preparation of a fairness opinion is a complex analytical process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Moelis’ opinion. In arriving at its fairness determination, Moelis considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis. Rather, Moelis made its fairness determination on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the analyses described above is identical to TKO PubCo or the Transaction. In addition, such analyses do not purport to be appraisals, nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by such analyses. Because the analyses described above are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, neither TKO PubCo nor Moelis or any other person assumes responsibility if future results are materially different from those forecasted.

The Transaction Consideration was determined through arms-length negotiations between the Special Committee (on behalf of TKO PubCo) and was approved by the Special Committee. Moelis did not recommend any specific consideration to the Special Committee, or that any specific amount or type of consideration constituted the only appropriate consideration for the Transaction. The Special Committee selected Moelis as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Transaction. Pursuant to a letter agreement dated August 13, 2024, Moelis acted as financial advisor to the Special Committee in connection with the Transaction and TKO PubCo has agreed to pay Moelis certain fees for its services in connection with the Transaction, comprised of (i) a retainer fee of $10.0 million, which shall payable upon the earliest to occur of certain events (one of which is the completion of the Transaction), (ii) an opinion fee of $3.0 million, which became payable upon Moelis’ having substantially completed its work in connection with the delivery of its opinion, regardless of the conclusion

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reached therein and which fee shall be offset against the transaction fee referred to below, and (iii) a transaction fee of $10.5 million, which shall become payable upon consummation of the Transaction. Pursuant to the engagement letter with Moelis, TKO PubCo may, but is not obligated to, pay in the sole discretion of the Special Committee an additional discretionary fee. Furthermore, TKO PubCo has agreed to reimburse Moelis for certain of its expenses and to indemnify Moelis for certain liabilities arising out of its engagement.

Moelis’ affiliates, employees, officers and partners may at any time own securities (long or short) of TKO PubCo or TKO or their respective affiliates. Moelis has provided investment banking and other services to TKO PubCo, the EDR Parties and their respective affiliates unrelated to the Transaction and in the future may provide such services to the TKO PubCo, the EDR Parties and/or their respective affiliates and may receive compensation for such services. In the past two years prior to the date of its written opinion, Moelis acted as a financial advisor in the following capacities:

Certain Financial Projections of the Businesses

EDR 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.

EDR 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 the Transaction, EDR provided certain unaudited historical financial information and certain extrapolations based on fiscal years 2024 through 2028 of the Initial Businesses, as well as information on estimated net cost savings and synergies for TKO, to Moelis (in Moelis’ capacity as financial advisor to the Special Committee) and Company Specified Management as part of the due diligence process. EDR’s management prepared among other things, certain unaudited historical financial information and information on estimated net cost savings and synergies for TKO developed by EDR’s management with respect to (i) the EDR June Financial Model, (ii) the EDR August Financial Model, (iii) the EDR September Management Fee Savings and Expected Synergies and (iv) the EDR Addendum Financial Model (together, the “EDR Financial Projections”). The EDR Financial Projections were made available to Moelis, the Special Committee and Company Specified Management.

At the direction of the Special Committee, the EDR Financial Projections were subsequently revised by Company Specified Management in collaboration with Moelis, which reflected adjustments to certain underlying assumptions that Company Specified Management and Moelis deemed appropriate related to periods from fiscal years 2024 through 2028, as well as information on estimated net cost savings and synergies for TKO (the “Company Management Adjusted Projections”). The Company Management Adjusted Projections were used by

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Moelis with each of Company Specified Management’s and the Special Committee’s approval for purposes of preparing Moelis’ financial analyses and fairness opinion provided to the Special Committee on October 23, 2024 in connection with the Special Committee’s consideration of the Transaction, as more fully described in the section entitled “The Transaction — Opinion of Financial Advisor to the TKO PubCo Special Committee (Moelis)” beginning on page [●]. In this section of the Information Statement, we refer to the EDR Financial Projections and the Company Management Adjusted Projections together as the “Financial Models.”

The material items from the Financial Models included in this Information Statement have been prepared by EDR’s management (and revised by Moelis and Company Specified Management) and are subjective in many respects. The Financial Models 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 Moelis, the Special Committee and Company Specified Management as described below. The Financial Models 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 Financial Models do not take into account any circumstances or events that were not contemplated by EDR’s management or Company Specified Management or Moelis, as applicable, prior to the date that any such Financial Model was prepared, including the Transaction. The information reflected in the Financial Models 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 Financial Models is presented with numerical specificity, the forecasts reflect numerous variables, assumptions and estimates as to future events made by EDR’s management (as revised by Moelis and Company Specified Management) that EDR’s management, or Company Specified Management or Moelis, as applicable, believed were reasonable at the time any such Financial Model was prepared, taking into account the relevant information available to EDR’s management, or Company Specified Management or Moelis, as applicable, at the time. However, such variables, assumptions and estimates are inherently uncertain and many are beyond the control of EDR’s management, or Company Specified Management or Moelis, as applicable. Because the Financial Models cover multiple years, by their nature, they become subject to greater uncertainty with each successive year. The Financial Models 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 each of the Businesses, all of which are difficult to predict and many of which are beyond EDR’s, TKO PubCo’s, Moelis’ or Company Specified Management’s control. As a result, the Financial Models may not be realized and actual results may be significantly higher or lower than projected. The information reflected in the Financial Models 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 EDR Financial Projections constitute forward-looking information and are subject to risks and uncertainties, including the various risks set forth in EDR’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, the EDR’s Quarterly Report on Form 10-Q for the quarterly periods ended March 31, 2024, June 30, 2024, and September 30, 2024 and the other reports filed by EDR with the SEC, as well as the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page [●]. Neither EDR’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to any Financial Models 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 Financial Models.

As such, the Company Management Adjusted Projections constitute forward-looking information and are subject to risks and uncertainties, including the various risks set forth in TKO PubCo’s annual report on Form 10-K for the year ended December 31, 2023, as updated by the subsequent Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2024, June 30, 2024 and September 30, 2024, as well as the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page [●]. Neither TKO PubCo’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to any Financial Models contained herein, nor have they expressed any opinion or

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any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, any Financial Models. The inclusion herein of any Financial Models should not be regarded as an indication that EDR, the TKO Parties, the EDR Parties, the Special Committee, EDR’s management, TKO PubCo’s management, including the Company Specified Management, and Moelis or any other recipient of this information considered, or now considers, any Financial Models to be predictive of actual future results.

Except to the extent required by applicable federal securities laws, each of EDR and TKO PubCo does not intend, and expressly disclaims any responsibility, to update or otherwise revise any Financial Model to reflect circumstances existing after the date when EDR’s management or Company Specified Management, prepared any Financial Model, 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 Financial Model are shown to be in error. None of EDR, the TKO Parties, the EDR Parties, the Special Committee, EDR’s management, TKO PubCo’s management, including the Company Specified Management, Moelis or any of its affiliates, advisors, officers, directors or representatives has made or makes any representation to any TKO PubCo or EDR stockholder or other person regarding the ultimate performance of any of the Businesses compared to the information contained in any Financial Model or that any Financial Model will be achieved.

EDR Financial Projections

The EDR Financial Projections, each described below, were made available to Moelis in connection with its financial analyses and Moelis’s written opinion, Company Specified Management and the Special Committee in connection with its consideration of the Transaction. On June 18, 2024, EDR’s management sent the EDR June Financial Model to Moelis and Company Specified Management. During the weeks of July 15, 2024 and July 22, 2024, EDR’s management conducted management presentations for Moelis and the Special Committee to meet with each of the Initial Businesses teams. Following these meetings, EDR’s management sent the EDR August Financial Model to Moelis and Company Specified Management. On September 10, 2024, EDR’s management sent the EDR September Management Fee Savings and Expected Synergies to Moelis and the Company Specified Management, which only included updates to the EDR June Management Fee Savings and Expected Synergies based on discussions with Moelis and the Company Specified Management and EDR management’s latest view of estimated cost savings and synergies of TKO. On September 26, 2024, EDR’s management sent the EDR Addendum Financial Model to Moelis and Company Specified Management, which did not include any updates to the EDR August Financial Model, and only included EDR management’s financial forecasts for fiscal years 2024 through 2028 (including certain extrapolations based on such fiscal years) and EDR management’s latest view of the Additional Businesses.

EDR June Financial Model

EDR’s management utilized the following material assumptions when preparing the EDR June Financial Model:

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The following table presents a summary of the material prospective financial information of the OLE Business, IMG Media Business, PBR Business and the EDR June Management Fee Savings and Expected Synergies contained in the EDR June Financial Model:

Consolidated Summary Financials

$ in millions

Note: Figures may not sum due to rounding.

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EDR August Financial Model

EDR’s management utilized the following material assumptions when preparing the EDR August Financial Model:

The following table presents a summary of the material prospective financial information of the OLE Business, IMG Media Business and PBR Business contained in the EDR August Financial Model:

Consolidated Summary Financials

$ in millions

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Note: Figures may not sum due to rounding.

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EDR’s management utilized the following material assumptions when preparing the EDR September Management Fee Savings and Expected Synergies:

The following table presents a summary of the material prospective financial information contained in the EDR September Management Fee Savings and Expected Synergies:

$ in millions

EDR Addendum Financial Model

EDR’s management utilized the following material assumptions when preparing the EDR Addendum Financial Model:

The following table presents a summary of the material prospective financial information of the Golf Events Business, Mailman Business, International Figure Skating Business and Formula Drift Business contained in the EDR Addendum Financial Model: