| Item 1.01 |
Entry into a Material Definitive Agreement |
Senior Secured Notes Due 2031
On November 13, 2026, TKO Worldwide Holdings, LLC (f/k/a UFC Holdings, LLC), a Delaware limited liability company (“TKO Worldwide”) and indirect subsidiary of TKO Group Holdings, Inc., a Delaware corporation (“TKO”), issued $1.0 billion aggregate principal amount of 6.500% Senior Secured Notes due 2031 (the “notes”) pursuant to an indenture, dated as of November 13, 2026 (the “indenture”), among TKO Worldwide, the Guarantors (as defined below), and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent. The notes are guaranteed by TKO Guarantor, LLC, and by TKO Worldwide’s existing and future direct or indirect wholly-owned domestic restricted subsidiaries that guarantee obligations under TKO Worldwide’s existing senior secured credit facilities (collectively, the “Guarantors”) and are secured by a first priority lien on the collateral securing the existing senior secured credit facilities. The notes and the related note guarantees rank equal in right of payment with all of TKO Worldwide’s and the Guarantors’ existing and future senior indebtedness and rank senior to all of TKO Worldwide’s and the Guarantors’ existing and future unsecured indebtedness and indebtedness secured by junior priority liens, in each case to the extent of the value of the collateral. The notes were offered and sold either to persons reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or to persons outside the United States under Regulation S under the Securities Act.
Pursuant to the indenture, interest on the notes will accrue at a rate of 6.500% per annum payable semiannually in arrears on May 15 and November 15 of each year, commencing on May 15, 2027. The notes will mature on November 15, 2031, subject to earlier repurchase or redemption. TKO Worldwide intends to use the net proceeds from the offering of the notes for general corporate purposes, which may include making distributions to its parent entities to fund share repurchases under TKO’s previously announced share repurchase program.
TKO Worldwide may redeem the notes, in whole or in part, at any time on or after November 15, 2028, at certain specified redemption prices set forth in the indenture. In addition, at any time prior to November 15, 2028, TKO Worldwide may redeem the notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, plus an applicable “make-whole” premium. At any time prior to November 15, 2028, TKO Worldwide may also redeem up to 40% of the aggregate principal amount of notes issued under the indenture with an amount equal to or less than net cash proceeds from one or more equity offerings (but without duplication) at a redemption price equal to 106.500% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, at any time prior to November 15, 2028, during each calendar year beginning on the issue date, TKO Worldwide may redeem up to 10% of the aggregate principal amount of the notes outstanding at a redemption price equal to 103% of the aggregate principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Upon the occurrence of a Change of Control (as defined in the indenture), TKO Worldwide will be required to offer to repurchase all of the notes then outstanding at 101% of the principal amount, plus any accrued and unpaid interest to, but not including, the repurchase date.
The indenture contains customary events of default, including, among other things, payment default, failure to comply with covenants or agreements contained in the indenture or the notes and certain provisions related to bankruptcy events. The indenture also contains customary negative covenants.
The foregoing description of the indenture and the notes is qualified in its entirety by reference to the indenture and the form of note, which are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth above under Item 1.01 is incorporated herein by reference into this Item 2.03.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
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| Exhibit
No. |
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Description |
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| 4.1 |
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Indenture (including form of note), dated as of November 13, 2026, among TKO Worldwide Holdings, LLC, as issuer, the guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee. |
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| 4.2 |
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Form of 6.500% Senior Secured Notes due 2031 (included in Exhibit 4.1). |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
