Silver Lake Sues Icahn, Hedge Funds to Block Appraisal Claims on $13B Endeavor Buyout

Silver Lake Technology Management sued billionaire Carl Icahn and dozens of hedge funds on Monday in Delaware's Court of Chancery, seeking a ruling that would bar funds which bought Endeavor stock after its $13 billion buyout was announced from pursuing appraisal claims. The buyout firm called the funds “opportunistic arbitrageurs” it says are twisting the appraisal system for profit.

The lawsuit seeks a declaration that hedge funds cannot pursue appraisal for Endeavor shares purchased after Silver Lake announced in 2024 that it would take the sports-and-entertainment company private for $13 billion, or $27.50 a share, closing the deal in 2025. Reuters reported that a ruling for Silver Lake would potentially protect the firm from paying out hundreds of millions of dollars — or more — on top of the deal price.

At a glance: the deal carried a $13 billion equity value at $27.50 a share in cash; it was announced in 2024 and closed in 2025; Endeavor held a majority stake in TKO Group Holdings, the publicly traded owner of the UFC and WWE; and the payout at stake runs to hundreds of millions of dollars or more.

Endeavor had become a magnet for a specialized strategy called appraisal arbitrage. The company owned a majority stake in TKO Group Holdings (TKO), whose assets include the Ultimate Fighting Championship and World Wrestling Entertainment. After the Endeavor deal was announced, TKO stock rose sharply — and appraisal-focused hedge funds began buying Endeavor shares, some even above the deal price, according to the lawsuit.

How appraisal works matters here. Under Delaware law, investors who believe a merger underpriced a company can sue to have a judge set the stock's fair value instead of accepting the deal price. Unlike a class action, an appraisal case applies only to the suing investors' shares — and the judge's fair-value finding can land above or below the deal price.

Silver Lake's central complaint is that the funds are not true dissenters at all. “They are not dissenters; they are opportunistic arbitrageurs,” the lawsuit said, accusing the funds of twisting the legal system for profit. The suit also accuses Icahn of coordinating with the appraisal funds to buy Endeavor stock — an allegation Icahn and the funds deny — and says some funds failed to make proper securities disclosures about their purchases.

That argument faces a stiff headwind. The Court of Chancery has held that investors who bought shares after a deal announcement still have the right to bring an appraisal case — the very standing Silver Lake now wants the court to deny the Endeavor funds.

Icahn, notably, never filed an appraisal case himself. Instead, he brought a separate class action alleging that Endeavor's management and Silver Lake breached their fiduciary duties to investors and steered the company's assets to benefit insiders.

The fight lands as Delaware's deal-litigation landscape is shifting. Last year, state lawmakers amended the corporate code to make it harder to sue over deals involving large or controlling shareholders and harder to obtain corporate documents to investigate a deal for conflicts. Since then, Delaware lawyers say appraisal cases have increased — perhaps because investors believe deals are undervalued, or because fiduciary-duty suits are harder to bring. Appraisal, they note, can also be an easier route to confidential corporate documents.

What happens next will echo beyond this one buyout. If the court lets the appraisal claims proceed and values Endeavor above $27.50 a share, the payout would run into the hundreds of millions — and every future take-private would have to price in the same risk. If the court sides with Silver Lake, it would narrow one of the last accessible paths for challenging take-private prices in Delaware.

Silver Lake's suit asks the court to decide the standing question up front, before any valuation fight begins. Whether the court takes that invitation — and how the funds answer the collusion and disclosure allegations — will determine whether the appraisal claims ever reach the question of what Endeavor was really worth.