Ari Emanuel will get at least $25 million from Silver Lake’s deal to make Endeavor a private company. When the sale is complete, he will become the new CEO of the company, a member of the board of directors, and the founder and executive chairman of WME. acquisition Emanuel will be appointed as the new company’s CEO, a member of the board of directors, and founder and executive chairman of WME once the deal with Silver Lake closes.
At that point, he will receive a $25 million “asset sale transaction bonus” and will be entitled to receive royalty payments from WME equal to 2.5% of the quarterly net cash profits of the agency representation business of WME and its affiliates, as stated in a filing with the SEC. filing with the SEC.
He will also get new equity awards which will be an initial award of 2.5%, made up of one-third options and two-thirds restricted stock units, and a supplemental award of 0.5% of the equity interests, calculated on a fully diluted basis.
In addition, Emanuel will gain ownership of one of Endeavor’s private planes after the merger, and the company will pay or repay him for reasonable costs and expenses related to the use of it for business purposes.
The merger agreement does not include TKO Group Holdings and its subsidiaries and the agency representation business of WME and its subsidiaries.
When the asset sale bonus is paid, Emanuel will be automatically removed from the CEO position, but will remain founder and executive chairman of WME and a board member of the private Endeavor. His right to royalty payments will end in certain sale transactions involving WME.
Starting on the second anniversary of the closing, Emanuel will also have a one-time right to require that the company repurchase all or a portion of his company interest.
The transaction is expected to close by the end of the first quarter of 2025, subject to customary closing conditions and required regulatory approvals.
Under the agreement, Endeavor stockholders will get $27.50 per share in cash, which is a 55% premium to the unaffected share price of $17.72 per share at market close on Oct. 25, the last full day of trading before Endeavor announced a review of strategic alternatives. announcing a review of strategic alternatives.
If Endeavor agrees to a better offer than Silver Lake’s, it would pay a breakup fee of $288.5 million. If the deal is terminated in other certain circumstances, including “a breach of Parent Entities’ obligations under the Merger Agreement,” Endeavor would be required to pay Silver Lake a termination fee of $705 million.
