Proposed Maximum Aggregate Value of Transaction |
Fee Rate |
Amount of Filing Fee |
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$ | (1)(2) |
$ | (3) | |||||||||
$ | $ | (5) | ||||||||||
Total Transaction Valuation |
$ | (1)(4) |
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Total Fees Due for Filing |
$ | (5) | ||||||||||
Total Fees Previously Paid |
$ | |||||||||||
Total Fee Offsets |
$ | (5) | ||||||||||
Net Fee Due |
$ |
(1) | Aggregate number of securities to which transaction applies: As of the close of business on September 30, 2024, the maximum number of securities of the Company to which this transaction applies is estimated to be 267,603,711, an increase in the estimated maximum number of securities of the Company to which this transaction applies of an additional 72,562 securities from the June 30, 2024 estimate, which consists of: |
(a) |
(b) |
(c) |
(d) |
(e) |
(f) |
(g) |
(2) | In accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the proposed maximum aggregate value of the transaction estimated solely for the purposes of calculating the filing fee was calculated, as of September 30, 2024, based on the sum of: |
(a) |
(b) |
(c) |
(d) |
(e) |
(f) |
(g) |
(3) | In accordance with Section 14(g) of the Exchange Act and Rule 0-11 under the Exchange Act, the filing fee was determined by multiplying the sum calculated in the preceding sentence by 0.00015310. |
(4) | In accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the proposed maximum aggregate value of the transaction estimated solely for the purposes of calculating the filing fee was calculated, as of September 30, 2024, based on the sum of: |
(a) | the product of 215,887,997 shares of Company Class A Common Stock and the per share merger consideration of $27.50; |
(b) | the product of 26,645,258 units of OpCo Membership Interest and $27.50 (which is the difference between the per unit merger consideration of $27.50 and the amount to be distributed with respect to each OpCo Membership Interest of $0.00); |
(c) | the product of 724,465 units of OpCo Profits Unit Interest and approximately $6.27 (which is the per unit merger consideration of $27.50 less the amount to be distributed with respect to each OpCo Membership Interest of $0.00 and less the weighted average strike price of approximately $21.23 per unit); |
(d) | the product of 20,139,974 units of Manager Membership Interest and the per unit merger consideration of $27.50; |
(e) | the product of 91,973 shares of Company Class A Common Stock underlying outstanding Vested Company RSUs and Vested Company PSUs and the per share merger consideration of $27.50; |
(f) | the product of 3,619,337 shares of Company Class A Common Stock underlying outstanding Vested Company Options and approximately $2.39 (which is the difference between the per share merger consideration of $27.50 and the weighted average exercise price of approximately $25.11 per share); and |
(g) | the product of 494,707 units of Phantom Units and $27.50 (which is the difference between the per unit merger consideration of $27.50 and the Deferred Phantom Unit Payment of $0.00 per unit). |
(5) | Endeavor Group Holdings, Inc. previously paid (i) $1,070,092.69 upon the filing of its preliminary information statement on Schedule 14C on August 5, 2024 and (ii) $446.95 upon the filing of its amended preliminary information statement on Schedule 14C on October 11, 2024, in connection with the transaction reported hereby. |
Registrant or Filer Name |
Form or Filing Type |
File Number |
Initial Filing Date |
Filing Date |
Fee Offset Claim |
Fee Paid with Fee Offset Source |
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Claims |
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2024 |
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2024 |
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$ | |||||||||||||||||||||||||
Sources |
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Group Holdings, Inc. |
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2024 |
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$ | (5) | ||||||||||||||||||||
Group Holdings, Inc. |
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2024 |
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$ | (5) |