Silver Lake has filed suit against Carl Icahn and dozens of hedge funds, asking a Delaware Court of Chancery judge to block the funds from seeking a court-ordered appraisal of Endeavor stock that they bought only after the buyout was already announced. The move is the private equity giant's latest attempt to contain the fallout from its $13 billion take-private of Endeavor, the parent company of talent agency WME and majority owner of TKO Group Holdings.
According to the Charlotte Observer, Silver Lake announced its plan to buy Endeavor in 2024 for $13 billion, offering $27.50 per Endeavor share. Under Delaware corporate law, investors unhappy with a merger price can bring what is known as an appraisal action, asking a judge to determine the fair value of their own shares rather than accept the deal price — a process that applies only to the plaintiff investors' stock and can result in a value either above or below what the deal originally paid.
That legal mechanism is exactly what a wave of hedge funds turned to after Endeavor's deal closed. Endeavor's majority stake in TKO Group Holdings — the company formed from the 2023 merger of WWE and Endeavor subsidiary Zuffa, the parent of UFC — became the center of the dispute once TKO's stock rose sharply after the buyout was announced, according to the Observer's reporting. Delaware Court of Chancery filings show investors filed statutory appraisal demands involving approximately $4.1 billion worth of Endeavor shares at the $27.50 deal price, which Justia reports is the largest appraisal action in Delaware court history.
Why the TKO Surge Matters
The math behind the dispute traces back to the gap between when the deal was struck and when it actually closed. TKO Group Holdings, in which Endeavor held a 51% controlling stake, became central to the dispute, according to Puck News. TKO's holdings include WWE and UFC, the same assets that hedge funds argue Silver Lake locked in at a discount.
Silver Lake completed the take-private transaction on March 24, 2025, at an equity value of $13 billion and a consolidated enterprise value of $25 billion, paying $27.50 per share in cash, the company said in a statement posted on its own website. The value of TKO's assets became part of the appraisal dispute.
Silver Lake's relationship with Endeavor long predates the buyout fight. The firm's partnership with the company spanned 12 years and more than $3.5 billion in direct investments across six transactions, per Pollstar News. Silver Lake had been an Endeavor investor since 2012. Silver Lake held a majority voting stake in Endeavor before taking it fully private.
Arbitrageurs or Legitimate Dissenters
In its new lawsuit, Silver Lake accuses the hedge funds of twisting the legal system for profit, arguing in court filings, per the Observer, that “they are not dissenters; they are opportunistic arbitrageurs.” The firm's suit also accuses Carl Icahn of coordinating with the appraisal-focused hedge funds to purchase Endeavor stock and accuses some funds of failing to properly disclose those purchases. Icahn and the hedge funds have denied coordinating on the stock buys, the Observer reports.
Notably, Carl Icahn did not bring an appraisal case of his own. Instead, Icahn Enterprises led a separate proposed class-action lawsuit alleging that Endeavor management and Silver Lake breached their fiduciary duties to investors, accusing them of steering company assets to benefit insiders.
The Delaware Court of Chancery has previously held that investors who purchased shares after a deal's announcement still have a right to bring an appraisal case, a precedent that undercuts part of Silver Lake's argument. If successful, Silver Lake's suit could still let it avoid paying hundreds of millions of dollars or more on the Endeavor deal, according to the Observer.
A Legal Loophole Widened by Reform
The surge of appraisal filings did not happen in a vacuum. Delaware lawmakers amended the state's corporate law in 2025, and separately enacted Senate Bill 313 in 2024 and Senate Bill 21 in March 2025, restricting Section 220 corporate-records demands and creating procedural safe harbors for controlling-shareholder transactions, according to Sheppard Mullin. Those changes made it harder to sue over deals involving large or controlling shareholders and harder to obtain corporate documents to investigate potential conflicts of interest.
Delaware lawyers have reported that appraisal cases increased after the corporate law change, the Observer notes, in part because appraisal actions can provide an easier route to confidential corporate documents than the newly restricted fiduciary duty claims. Dissenting shareholders may receive prejudgment interest at the Federal Reserve discount rate plus 5%, according to the University of Miami Law Review. However, a company may prepay the merger price, and plaintiffs receive no interest if the court finds the merger price fair — a financial incentive that has fueled what lawyers call appraisal arbitrage.
Appraisal arbitrage has become less attractive in some circumstances, though the Endeavor dispute suggests the strategy has found new life.
The Delaware Court of Chancery is now positioned to decide whether the hedge funds can claim appraisal rights for the Endeavor shares they purchased after the announcement — a ruling that could reshape how hedge funds approach future mega-buyouts.
