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Endeavor Group Holdings Files for Initial Public Offering

Endeavor Group Holdings, the parent company of talent agency WME, has filed to go public in a development that has long been expected.

The company, which filed a Form S-1 with the Securities and Exchange Commission on Thursday, plans to list on the New York Stock Exchange under the ticker “EDR.” The number of shares to be offered and the price range have not yet been determined. CEO Ari Emanuel — one of the founders of the Endeavor Talent Agency — and Executive Chairman Patrick Whitesell, along with Silver Lake Partners, will control a majority of the voting power of the combined common stock.

The filing was made Thursday, a day after the major Hollywood agencies and the Writers Guild of America agreed to resume stalled negotiations over a new franchise agreement.

The media company generated $3.61 billion in revenue in 2018 and net income of $231.3 million, adjusted net income of $100.1 million, and adjusted EBITDA of $551.1 million, according to the filing. The company said it represents various elements of 300 TV shows and 60% of headliners of various music festivals.

Endeavor Talent Agency acquired William Morris Agency in 2009, which turned WMA into WME. The company bought IMG in 2014 for $2.4 billion, after which the combined entity was known as WME/IMG, and the Miss Universe Pageant in 2015 from Donald Trump.

The parent company has grown considerably following the $4 billion acquisition of Ultimate Fighting Championship in 2016, as well as through acquisitions of Professional Bull Riders, the Frieze Art Fair and the marketing agency 160over90. Endeavor also launched its own production arm, Endeavor Content, in 2017.

“As the entertainment industry moves toward a closed ecosystem model with less transparency, our clients and businesses need more insight, resources and solutions than ever before,” Emanuel said in a letter. “We believe being a public company will only further accelerate our ability to look around corners and open up new categories and opportunities for those in the Endeavor network.”
One of Emanuel’s stated goals in the letter: “Embracing diversity, inclusion and equality across our platform — content, clients and employees”

Reports first emerged in late March that Endeavor LLC was about to file paperwork for an IPO, which would put the conglomerate on track to hit the public markets by the end of this year.

In response, the WGA blasted the idea, saying, “Today’s announcement that Endeavor plans to become a publicly traded company only strengthens the call for the conflicted and illegal practices of the major talent agencies to end. It is impossible to reconcile the fundamental purpose of an agency — to serve the best interests of its clients — with the business of maximizing returns for Wall Street. Writers will not be leveraged by their own representatives into assets for investors.”

The WGA had no further comment on Thursday. Endeavor acknowledged in the filing that the WGA had terminated the 43-year-old franchise agreement last month and implemented a code of conduct, which effectively prohibits packaging deals by agencies, and prevents agencies and affiliated companies from producing content. WGA members are required to fire their agents if they have not signed the code, which has been signed by about 65 boutique agencies and Verve.

The WGA and the Association of Talent Agents held two months of acrimonious negotiations before the talks cratered on April 12. The two sides have not yet set a date for the resumption of talks. WME was sued, along with CAA, UTA and ICM Partners, on April 17 by the WGA and eight members for alleged illegal conflicts of interest in collecting packaging fees.

“The duration of the dispute between WGA and the ATA (including WME) is unknown,” the filing said. “Furthermore, the WGA and certain writers have recently filed a lawsuit against WME and other talent agencies alleging, among other things, breach of fiduciary duty and unfair competition under California law based on the same issues underlying the WGA’s dispute with the ATA, including the use of packaging deals and connections to affiliate producers. The outcome of the dispute, including the commercial landscape that will exist in the future between writers and agents, could have an adverse effect on our business.

“As with the WGA dispute, any revocation, non-renewal or termination of our or our clients’ franchises or licenses, including but not limited to the Artists’ Manager Basic Agreement, any change in our client representation business’ ability to generate new future packaging revenues or its ability to affiliate with other Endeavor companies that produce content, or any unexpected change in franchise or licensing requirements (whether applicable to us, our clients or otherwise), could have an adverse effect on our business, financial condition and results of operations,” the statement continued. 

The offering is being led by Goldman Sachs Group Inc., KKR & Co., JPMorgan Chase & Co., Morgan Stanley and Deutsche Bank AG.

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