Endeavor — Merger or Acquisition (April 2023)
34 slides from Endeavor's merger presentation, Apr 3, 2023
Slide 1: Endeavor
ENDEAVOR WwW.
Slide 2: Disclaimer (1/2)
NVESTOR PRESENTATION AP Disclaimer (1/2) 1995, Section 27A ofthe Secures Act of 1889, ae amended and Section ZTE ofthe Seouries Exchange Act of 1994, a8 amendedt (’Endeavor") and WWE ("W\ the ability to ansacti ‘company's ("NewCo") and WWE" beliefs, plans, objecti ters of Includit rowth, the i such
Slide 3: Disclaimer (2/2)
NVESTOR PRESENTATION AP Disclaimer (2/2) Non-GAAP Financial Information \P°), th tat information. Al metrics differently or “omparison. Endeavor and WWE urge WWE and their busi In adaiti bined” basis. results for the periods presented. Market Data and Industry Information Market Endi and WWE also re
Slide 4: Transaction Rationale
VESTOR PRESENTATION Transaction Rationale NewCo is a pure-play !P ownership company operating in some of the most attractive parts of the fast-growing global sports and entertainment ecosystem UFC and WWE are two 'y. i I with leading brands in their respective categories Opportunity to own two globa
Slide 5: Transaction Overview
Transaction Overview Endeavor pure-play live sp id indeavor WWE company comprised of UFC and WWE Shareholders Shareholders “4 1 fo) 499 UFC, which is owned by Endeavor, and WWE will form NewGo, anew publicly to trade on the NYSE Ownership Ownership NewCo to be 511% owned by Endeavor and 49% owned by
Slide 6: NewCo Transaction Crystalizes Value Creation at UFC Since Acquisition
INVESTOR PRESENTATION APRIL 2023 NewCo Transaction Crystalizes Value Creation at UFC Since Acquisition \ ‘Wa Today's Enterprise Combined NewCo Transaction Valuation Value Enterprise Value? 2016 Enterprise Value" x rae ) $21.4B urc Enterprise Value? $12.18 $1 2] . 1 B Less Net Debt® ($2.7B) Equity Va
Slide 7: Path to Substantial Value Creation
Path to Substantial Value Creation Tracks UFC Precedent Endeavor Flywheel Domestic and International Rights Net Operating Synergies" Ilustrative WWE Adj. EBITDA Ilustrative WWE Adj. EBITDA (Pre Synergies) (Post Synergies)
Slide 8: Endeavor: An Integrated Global Sports and Entertainment Company
ENDEAVOR ENDEAVOR AN INTEGRATED GLOBAL SPORTS AND ENTERTAINMENT COMPANY
Slide 9: Global Portfolio of Premium Owned Assets
Global Portfolio of Premium Owned Assets and Integrated Set of Capabilities Powered by 11,000+ employees across more than 30 countries! ) Owned IP ( Represented IP? W uc| & @ WM em oe NYEW | frieze ive @ ( Complementary Capabilities \WA\E IMG INE WC NINETY I MG (i=) & Streamine IMGARENAY OpenBet FIL
Slide 10: Well Positioned Across Fast-Growing End Markets
Well Positioned Across Fast-Growing End Markets SPORTS DEALS HIGHLIGHT THE VALUE OF PREMIUM RIGHTS 2.8x Average Annual Value Rights Growth (NFL, NBA, NHL, MLS) CONCERTS AND LIVE EVENTS GROWTH PROPELLED BY NEW DEMAND PARADIGM 12 YoY Growth in Live Sports and Concerts Spend CAGR (cY2019-cY2022) PREMIU
Slide 11: Connected Segments Drive Powerful Growth Across The Endeavor Flywheel
PG.11 Connected Segments Drive Powerful Growth Across The Endeavor Flywheel Owned Sport Properties Delivering Engaging Live Sports Entertainment to the Masses Events, Experiences and Rights Bringing Sports and Lifestyle Events to Fans Representation Connecting the Most Influential Talent, Brands and
Slide 12: Strong Execution Since IPO
INVESTOR PRESENTATION Strong Execution Since IPO Strong Financial $5 = 3 B $1 = 2} SB Performance FY2022A Revenue FY2022A Adj. EBITDA %o FY2022A Adj. EBITDA Margin Accretive Strategic M&A Divestitures Bexible! Capital Allocation ENDNOTE OpenBet (mauman By sevntensve Deleveraging Net Leverage ~3.8x a
Slide 13: Scaled and Diverse Revenue Mix with Strong Cash Flow Generation
Scaled and Diverse Revenue Mix with Strong Cash Flow Generation and a Healthy Balance Sheet ( FY2022 Revenue J [ FY2022 Adj. EBITDA? Total: $5.3B' Total: $1.2B SM; % of Total ‘SM; % of Total $1,332 $1,512 $648 $470 25% 29% 44% 32% $2,452 $344 46% 24% OSP [Ml Representation Ill Events, Experiences an
Slide 14: How Endeavor Creates Value For Stakeholders
INVESTOR PRESENTATION APRIL 20 How Endeavor Creates Value For Stakeholders Endeavor Has Delivered Double-Digit Revenue and Adj. EBITDA Growth’ Commitment to Prudent Balance On the Strength of its Asset Mix, Sheet Management and Flexible Operational Capabilities and Position Capital Allocation De-Ris
Slide 15: WWE
ENDEAVOR W.
Slide 16: Forming an Iconic Sports and Entertainment Company with a Large Global Fan Base
Forming an Iconic Sports and Entertainment Company with a Large Global Fan Base $0.6B EBTIDA* ADY. FY2022 OVER 1.5X GROWTH FY2017-FY2022 REVENUE 40+ 900M+ 170+ ZOOM+ Annual Events Households Reached —_ Countries Global Fans ADJ. EBTIDA* Ww $0.1B FY2022 ER 1.5X GROWTH [ FY2017-FY2022 REVENUE 1.2B+ Gl
Slide 17: Opportunity to Own Two Global Sports and Entertainment Leaders in a Single Company
Opportunity to Own Two Global Sports and Entertainment Leaders in a Single Company 10° fo Consumer Products. Consumer Products Must-watch, live and original content Large, young and diverse fan bases media, live events, sponsorships and consumer products — Upcoming media rights renewals at both comp
Slide 18: Value of Sports and Live Entertainment Continues to Accelerate
INTATION APRIL 2023 PG.18 Value of Sports and Live Entertainment Continues to Accelerate GLOBAL LIVE SPORTS REVENUE GLOBAL SPORTS MEDIA REVENUE GLOBAL SPORTS SPONSORSHIP REVENUE FY2019 FY2022 FY2025 FY2019 FY2022 FY2025 FY2019 FY2022 FY2025
Slide 19: NewCo Has Differentiated Attributes Among Peers
DWA UE ivestor PRESENTATION APRIL NewCo Has Differentiated Attributes Among Peers in a Large, Global and Growing Segment HEN 6 eI «& LL Urc High Engagement (¥x) () 4] Global Growth (Vx) (v) (v) Young and Diverse Fans (Vx) (v) (vy) Control of All Rights (x) (V) (v) Lack of Teams / Team Owners (x) (x)
Slide 20: Leveraging Endeavor's Capabilities to Drive Value of Both Assets
Leveraging Endeavor's Capabilities to Drive Value of Both Assets Endeavor and WWE have built a deep history and trusted partnership Attractive rights portfolio with highly contracted revenue base and visible growth further supported by upcoming domestic and international media rights renewals Distri
Slide 21: Multiple Avenues for Future Growth
W. WTF AWA Ur wvestor presentation april 20 Ww MULTIPLE AVENUES FOR FUTURE GROWTH pararet la Cian RIGHTS VALU! ENHANCE SPONSORSHIP “SW OPPORTUNITIES ACCELERATE BRAND xe AND TALENT PLACEMENT, PRODUCT LICENSING & DEVELOP NEW FORMS A) OF CONTENT KN NR
Slide 22: Leveraging Endeavor's Flywheel to Drive Value Creation (Media Rights)
Leveraging Endeavor’s Flywheel to Drive Value Creation As evidenced by UFC success WHAT WE ACHIEVED Urc GLOBAL FAN BASE Fan Gece orowatn EXPANSION ince Jen-2021 DOMESTIC Meaningful AAV Growth MEDIA RIGHTS Since Prior Contract, INTERNATIONAL aAooree MEDIA RIGHTS Since PO 3x+ WHAT WE BROUGHT ENDEAVOR
Slide 23: Leveraging Endeavor's Flywheel to Drive Value Creation (Events and Operations)
Leveraging Endeavor’s Flywheel to Drive Value Creation As evidenced by UFC success WHAT WE ACHIEVED WHAT WE BROUGHT Orc ENDEAVOR SITE FEES / rAimubnabl aortic ono ot GRANTS Salt Lake City, Singapore lente Benyear, TICKETING / 3x at PREMIUM UFC VIP Guests many HOSPITALITY Q3'2021 - Q4'2022 (NFL Super
Slide 24: Operating Synergy Opportunity
INVESTOR PRESENTATION APRIL 20 Operating Synergy Opportunity $1B combined cost base (excluding COGS), of which ~50% appears highly addressable Expected $50-100M long-term annualized run-rate net operating synergies Majority of expected net operating synergies supported by anticipated significant ope
Slide 25: Key Financials
Key Financials Attractive combined financial profile nite Hareiekd balance sheet, prior to expected net operating synergies and revenue oppo! $2.4B Revenue (FY2022) 10% Revenue Growth (FY2019 ~ FY2022 CAGR) $1.0B Adj. EBITDA" (FY2022) 61% FCF? Conversion* TOrvr+ Contracted Revenue? (FY2022) 20% Adj.
Slide 26: NewCo Capital Allocation Opportunities
NewCo Capital Allocation Opportunities Anticipated strong cash flow generation and healthy balance sheet allowing for flexible capital allocation policy ORGANIC INVESTMENTS CONTINUED DELEVERAGING OPPORTUNISTIC CAPITAL RETURN DISCIPLINED M&A (TN (TD), (oD)
Slide 27: Framing the NewCo Investment Opportunity
WA Uo INVESTOR PRESENTATION APRIL 20 Framing the NewCo Investment Opportunity CATEGORY-DEFINING BRANDS BETTER TOGETHER bines two iconic companies with unique, live and premium content GLOBAL FAN BASE, SCALE AND REACH Over 700M UFC and 1.2B WWE global DIFFERENTIATED AND ALUE multiple platforms: ATTRA
Slide 28: Seasoned Management Team with a Proven Track Record
Seasoned Management Team with a Proven Track Record of, 4 j = 4 Ariel Emanuel Vince McMahon Mark Shapiro Jason Lublin Endeavor and NewCo, CEO NewCo, Executive Chairman Endeavor and NewCo, President and COO Endeavor, CFO Andrew Schleimer Dana White Lawrence Epstein Nick Khan wCo, CFO UFC, President U
Slide 29: Appendix
a ee APPENDIX
Slide 30: UFC and WWE: Adjusted EBITDA and Free Cash Flow
INVESTOR PRESENTATION AP UFC and WWE: Adjusted EBITDA and Free Cash Flow GAAP to Non-GAAP Reconciliations | $ Millions UFC }[ WWE If ‘COMBINED ‘Net (loss) income Provision Merger, acquisition and earn-out costs Certain egal eosts Restructuring, severance and impairment Adjusted EBITDA ‘Net income: A
Slide 31: UFC and WWE: Net Leverage
AWA U0 wvestor presentation UFC and WWE: Net Leverage $ Millions | FYE Dec 2022 UFC Combined Long-term debt $2,7363 $209 $2,7572 Current portion 2. 04 23.1 ‘otal debt 2,759.0 $213 $2,703 ‘Unamortized discount 118 > 118 ‘Unamortized issuance costs 24 : 224 Long-term finance lease liabilities 7 3649 3
Slide 32: Endeavor: Adjusted EBITDA and Free Cash Flow
INVESTOR PRESENTATION AP Endeavor: Adjusted EBITDA and Free Cash Flow $ Millions Endeavor Years Ended December 31, 201 2022 Net (loss) income (530.7) 5 4675) S 3207 Loss from discontinued operations, net of tax 5.0 Provision for (benefit from) income taxes 34 (223) (48.5) terest expense, net 2709 26
Slide 33: Endeavor: Net Leverage
AWA U0 wvestor presentation Endeavor: Net Leverage $ Millions ENDEAVOR WE COMBINED 2021 2022 2022 2022 Long-term debt S 56317 $ 5,080.2 $ 209 S$ $101.1 Current portion 82.0 883 04 887 Total debt 3,713.7 5,168.5 213 5,189.8 ‘Unamortized discount 26.1 175 = 175 Unamortized issuance costs 46.0 33.1 - 3
Slide 34: Endeavor
ENDEAVOR WwW.
Endeavor Group Holdings — Merger or Acquisition (April 2023) on 6ix