TKO · 8-K · 20261106PR450342

Senior Notes Issuance

TKO Group Holdings, Inc. · 2026-11-06 · Importance 64 · Surprise 42 · In source text

TKO announced an offering of $1.0 billion in aggregate principal amount of Senior Secured Notes due 2031 through its indirect subsidiary, TKO Worldwide Holdings, LLC; completion is subject to pricing and customary closing conditions. The company expects to use the net proceeds for general corporate purposes, which may include distributions to parent entities to fund share repurchases under its previously announced program, and to pay related fees and expenses. The notes will be guaranteed by TKO Guarantor, LLC and certain domestic restricted subsidiaries, secured by a first-priority lien on collateral securing existing senior secured credit facilities, and rank equal to existing and future senior indebtedness, ahead of unsecured debt and debt secured by junior-priority liens to the extent of collateral value.

Key facts

• TKO announced the launch of an offering of $1.0 billion aggregate principal amount of Senior Secured Notes due 2031 through its indirect subsidiary, TKO Worldwide Holdings, LLC. source
• TKO Worldwide expects to use the net proceeds for general corporate purposes, potentially including distributions to parent entities to fund share repurchases under TKO’s previously announced share repurchase program and payment of related fees and expenses. source
• The notes will be guaranteed by TKO Guarantor, LLC, and TKO Worldwide’s existing and future direct or indirect wholly-owned domestic restricted subsidiaries that guarantee obligations under its existing senior secured credit facilities. source
• The notes will be secured by a first priority lien on the collateral securing TKO Worldwide’s existing senior secured credit facilities. source
• The notes and related note guarantees will rank equal in right of payment with TKO Worldwide’s and the guarantors’ existing and future senior indebtedness. source
• The notes and related note guarantees will rank senior to TKO Worldwide’s and the guarantors’ existing and future unsecured indebtedness or indebtedness secured by junior priority liens, to the extent of the collateral’s value. source
• Completion of the notes offering is subject to pricing and customary closing conditions, among other things. source
• The notes will be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A and outside the United States under Regulation S. source

Impact estimates