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Endeavor president Mark Shapiro promises not to ‘over-commercialize’ WWE - May 2023
The president of Endeavor says they will look at ways to increase WWE's sponsorship revenue, but they are not going to "over-commercialize" the product.
Mark Shapiro appeared on the Sports Media Podcast on Wednesday and was asked about WWE sponsorship opportunities that could potentially involve putting brand logos on wrestlers' ring gear.
Shapiro responded:
"Look, you want to be authentic, you want to be seamless, you want to be organic, you want to be true to your audience. So, no, we're not going to put a brand on somebody's robe walking into the ring. Now, by the way, do UFC fighters wear Venom apparel and Project Rock shoes when they come into the octagon? Yes, they do. Could the WWE benefit from an apparel deal as such? A shoe deal as such? Absolutely but we're not going to over-commercialize it, we're not going to saturate it to the point that we cheap it out, we trick it out, and you turn off the fanbase.
You've gotta figure out what's right in the ring, in the octagon. You've gotta figure out what's right with the arena, indoor, outdoor. You've gotta figure out what's right with the fighters and the participants, and you gotta walk before you run."
However, Shapiro emphasized that the transaction has not been completed and they are not currently in a position to make decisions regarding WWE.
Shapiro's comments regarding WWE's sponsorship potential echoes what had prevaiously been expressed by Endeavor CEO, Ari Emanuel. During an appearance on CNBC's Squawk on the Street earlier this month, Emanuel noted that they will let WWE "do what they want to do" while his group works to drive revenue. He says it's the same playbook they used with UFC.
"Right now, we're focused on saving some cost, doing sponsorship, which they didn't have. It's the same formula we used at UFC," Emanuel said.
Shapiro also commented on the success of this strategy during an interview with Sports Business Journal's John Ourand last month.
Shapiro said:
"That's the strategy. That's how it has successfully played out for the UFC over the last six years. Remember when we bought it for $4.1 billion? People thought that price was crazy. Now, it is valued at $12.1 billion. I mean, what a story. We hope to do the same thing with the WWE."
WWE Creates Placeholder Company for Endeavor Acquisition, Nick Khan Issues Letter to WWE Shareholders, More - 12th May 2023
WWE has created a new LLC, titled NEW WHALE INC., as a placeholder company for the Endeavor acquisition. The filing reiterates what was said several weeks back, noting that when the merger is finalized later this year, a new name will be revealed for the new company that Endeavor will run to oversee WWE and UFC. The stock market initials, as announced before, will be TKO, and that could be a hint at the planned company name.
The SEC filings included a letter from WWE CEO Nick Khan to stockholders in regards to the Endeavor acquisition. The letter outlines potential risk factors, transactions/closing, and more. WWE also released a Q&A for stockholders, and both can be seen below.
The letter from Khan reads like this:
To Our Stockholders:
On behalf of the board of directors of World Wrestling Entertainment, Inc., a Delaware corporation, which we refer to as “WWE,” we are pleased to enclose the information statement/prospectus relating to the proposed transaction between WWE and Endeavor Group Holdings, Inc., which we refer to as “Endeavor,” pursuant to which WWE and Endeavor propose to combine the businesses of WWE and Zuffa Parent, LLC, a Delaware limited liability company and a subsidiary of Endeavor, which owns and operates the Ultimate Fighting Championship (“UFC”) and which we refer to as “HoldCo,” which combined business will be managed by a newly public listed company that is currently named New Whale Inc., a Delaware corporation and direct, wholly owned subsidiary of WWE, which we refer to as “New PubCo,” which will be implemented through a sequence of transactions (the “Transactions”).
On April 2, 2023, Endeavor, WWE, Endeavor Operating Company, LLC, a Delaware limited liability company and a wholly owned subsidiary of Endeavor, which we refer to as “EDR OpCo,” HoldCo, New PubCo, and Whale Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of New PubCo, which we refer to as “Merger Sub,” entered into a transaction agreement, which, as the same may be amended from time to time, we refer to as the “transaction agreement.” In connection with the transaction agreement, WWE formed New PubCo and Merger Sub. The Transactions include (i) an internal reorganization of WWE (the “Pre-Closing Reorganization”), (ii) following the Pre-Closing Reorganization, the merger of Merger Sub with and into WWE, with WWE surviving the merger as a direct, wholly owned subsidiary of New PubCo (the “merger”)—as a result of the merger, (x) each outstanding share of WWE’s Class A common stock, par value $0.01 per share (the “WWE Class A common stock”) and (y) each outstanding share of WWE’s Class B common stock, par value $0.01 per share (the “WWE Class B common stock,” and together with the WWE Class A common stock, the “WWE common stock”) that is outstanding immediately prior to the effective time of the merger (the “effective time”), but excluding any cancelled WWE shares (as defined herein), will, in each case, be converted automatically into the right to receive one share of New PubCo Class A common stock, par value $0.00001 per share (the “New PubCo Class A common stock”), (iii) following the merger, the conversion of the surviving corporation in the merger to a Delaware limited liability company (“WWE LLC”) (the “conversion”), which will be wholly owned by New PubCo immediately prior to the WWE transfer, (iv) following the conversion, (x) the contribution by New PubCo of all of the equity interests in WWE LLC to HoldCo in exchange for 49% of the membership interests in HoldCo on a fully diluted basis after giving effect to any issuance of membership interests in HoldCo in connection with such exchange (such contribution, the “WWE transfer”, and such membership interests, the “WWE Transfer Consideration”) and (y) the issuance to EDR OpCo and certain of its subsidiaries of a number of shares of New PubCo Class B common stock, par value $0.00001 per share (the “New PubCo Class B common stock”), representing, in the aggregate, 51% of the voting power of New PubCo on a fully diluted basis and no economic rights in New PubCo, in exchange for a payment equal to the par value of such New PubCo Class B common stock.
Upon the effective time, each issued and outstanding share of WWE common stock (other than cancelled WWE shares) will be converted automatically into one validly issued, fully paid and non-assessable share of New PubCo Class A common stock, which we refer to as the “transaction consideration,” and all such converted shares will then cease to exist and will no longer be outstanding. WWE Class A common stock currently trades on the NYSE under the ticker symbol “WWE.” On March 31, 2023, the closing price of WWE Class A common stock was $91.26 per share.
Upon completion of the Transactions, including the merger, which we refer to as the “Closing,” subsidiaries of Endeavor are expected to collectively own 51% of the voting power of New PubCo and 51% of the economic interests in HoldCo, with former securityholders of WWE common stock indirectly owning 49% of the economic interests in HoldCo, 49% of the voting power of New PubCo and 100% of the economic ownership of New PubCo, in each case, on a fully diluted basis. Shares of New PubCo Class A common stock are expected to be listed for trading on the New York Stock Exchange, which we refer to as the “NYSE,” under the ticker symbol “TKO.”
At a meeting of the board of directors of WWE, which we refer to as the “WWE Board,” the WWE Board unanimously adopted resolutions (i) determining that it was advisable and in the best interests of WWE and the WWE stockholders to enter into the transaction agreement and to consummate the Transactions, (ii) approving the execution, delivery and performance of the transaction agreement and the consummation of the Transactions and (iii) resolving to recommend that WWE stockholders adopt the transaction agreement.
The adoption of the transaction agreement and, therefore, the approval of the Transactions, including the merger, required the affirmative vote of holders of at least a majority of the voting power of the shares of WWE common stock entitled to vote on such matters. On April 2, 2023, Vincent K. McMahon (“Mr. McMahon”), who, as of the date thereof, was the record holder of 69,157 shares of WWE Class A common stock and 28,682,948 shares of WWE Class B common stock, representing approximately 81.0% of the aggregate voting power of the issued and outstanding shares of WWE common stock on such date, delivered a written consent, which we refer to as the “Written Consent,” adopting and, therefore, approving the transaction agreement and the Transactions, including the merger. Accordingly, the delivery of the Written Consent was sufficient to adopt the transaction agreement and, therefore, approve the Transactions, on behalf of WWE stockholders. WWE has not solicited and is not soliciting your adoption of the transaction agreement or approval of the Transactions, including the merger.
No further action by any Endeavor stockholder or WWE stockholder is required under applicable law, and neither Endeavor nor WWE will solicit the votes of their respective stockholders for the adoption or approval of the transaction agreement or the Transactions, including the merger. Neither Endeavor nor WWE will call a special meeting of their respective stockholders for purposes of voting on adoption or approval of the transaction agreement or the Transactions, including the merger. This information statement/prospectus and notice of action by written consent is being provided to you for informational purposes only and shall be considered the notice required under Section 228(e) of the DGCL. You are not being asked for a proxy, and you are requested not to send a proxy.
Endeavor and WWE are not required to complete the Transactions, including the merger, unless a number of conditions are satisfied or waived, which we refer to as the “closing conditions,” including: (i) the expiration of the waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) obtaining other applicable regulatory approvals, (iii) the absence of any order or legal requirement that enjoins, restrains or otherwise prevents the consummation of the Transactions, (iv) the effectiveness of New PubCo’s registration statement on Form S-4, of which the accompanying information statement/prospectus forms a part, and the absence of any stop order or other proceeding that suspends or otherwise threatens such effectiveness, (v) the registration, and the authorization of listing on the NYSE, of New PubCo Class A common stock, and (vi) the consummation of the Pre-Closing Reorganization. The closing date of the Transactions will be at least 20 business days after the mailing of the accompanying information statement/prospectus to WWE stockholders, in accordance with Rule 14c-2(b) promulgated under the Exchange Act.
We encourage you to read the entire accompanying information statement/prospectus carefully, in particular the risk factors set forth in the section entitled “Risk Factors” beginning on page 31 of the accompanying information statement/prospectus.
On behalf of WWE, thank you for your consideration and continued support.
Nick Khan
Chief Executive Officer
World Wrestling Entertainment, Inc.
The Q&A reads like this:
QUESTIONS AND ANSWERS ABOUT THE TRANSACTIONS
The following questions and answers are intended to briefly address some commonly asked questions regarding the transaction agreement and the Transactions, including the merger. You are encouraged to carefully read the remainder of this information statement/prospectus, its annexes and exhibits and the documents that are referred to in this information statement/prospectus and to pay special attention to the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” beginning on pages 31 and 29, respectively, of this information statement/prospectus, because the information contained in this section may not provide all the information that might be important to you with respect to the transaction agreement and the Transactions, including the merger. For further information, please read the section entitled “Where You Can Find More Information” beginning on page 288 of this information statement/prospectus.
Q: Why am I receiving this information statement/prospectus?
A: On April 2, 2023, Endeavor, EDR OpCo, HoldCo, WWE, New PubCo and Merger Sub entered into the transaction agreement, pursuant to which WWE and Endeavor propose to combine the businesses of WWE and HoldCo, which owns and operates UFC, which combined business will be managed by New PubCo, a new publicly listed company, once the Transactions, including the merger, are implemented.
In connection with the transaction agreement, WWE formed two wholly owned subsidiaries, New PubCo and Merger Sub. Subject to the terms and conditions of the transaction agreement, (i) WWE will undertake the Pre-Closing Reorganization, (ii) following the Pre-Closing Reorganization, Merger Sub will merge with and into WWE, with WWE surviving the merger as a direct, wholly owned subsidiary of New PubCo, (iii) following the merger, the surviving corporation will be converted to WWE LLC, a Delaware limited liability company, which will be wholly owned by New PubCo, immediately prior to the WWE transfer and (iv) following the conversion, New PubCo will (a) contribute all of the equity interests in WWE LLC to HoldCo in exchange for 49% of the membership interests in HoldCo on a fully diluted basis after giving effect to any issuance of membership interests in HoldCo in connection with such exchange and (b) issue to EDR OpCo and certain of its subsidiaries a number of shares of New PubCo Class B common stock, par value $0.00001 per share, representing, in the aggregate, 51% of the voting power of New PubCo on a fully diluted basis and no economic rights in New PubCo, in exchange for a payment equal to the par value of such New PubCo Class B common stock. As a result of the Transactions, including the merger, subsidiaries of Endeavor are expected to collectively own 51% of the voting power of New PubCo and 51% of the economic interests in HoldCo, with former securityholders of WWE common stock indirectly owning 49% of the economic interests in HoldCo, 49% of the voting power of New PubCo and 100% of the economic ownership of New PubCo, in each case, on a fully diluted basis. In addition, New PubCo will be renamed “[ ]” immediately following the completion of the Transactions, including the merger.
Upon completion of the Transactions, including the merger, former securityholders of WWE common stock will own shares of New PubCo Class A common stock, which is expected to be listed for trading on the NYSE under the ticker symbol “TKO.” For further information on the rights of such shares, please read the section entitled “Summary of the Transaction Agreement— Transaction Consideration; Conversion of Shares; Exchange of Certificates” beginning on page 144 of this information statement/prospectus.
We have included in this information statement/prospectus important information about the Transactions, including the merger, and the transaction agreement (a copy of which is attached as Annex A). You should carefully read this information and the documents referred to therein in their entirety.
Please note that the delivery of the Written Consent is sufficient to adopt and approve the transaction agreement and the Transactions (including the merger) on behalf of stockholders of WWE. You are not being asked for a proxy, and you are requested not to send a proxy.
Q: Why is WWE proposing the Transactions?
A: The WWE Board has unanimously approved the transaction agreement and the transactions contemplated thereby, and determined that the transaction agreement and the transactions contemplated by the transaction agreement, are in the best interest of WWE and its stockholders. WWE believes that the Transactions, including the merger, will benefit WWE stockholders. For further information, please read the sections entitled “The Transactions—WWE’s Reasons for the Transactions; Recommendation of the WWE Board of Directors” beginning on page 95 of this information statement/prospectus.
Q: What will WWE stockholders receive in the Transactions?
A: At the effective time, each issued and outstanding share of WWE Class A common stock and WWE Class B common stock (other than cancelled WWE shares) will be converted automatically into one validly issued, fully paid and non-assessable share of New PubCo Class A common stock, and all such converted shares will then cease to exist and will no longer be outstanding. For further information, please read the section entitled “Summary of the Transaction Agreement— Transaction Consideration; Conversion of Shares; Exchange of Certificates” beginning on page 144 of this information statement/prospectus.
Q: What will holders of WWE equity awards receive in the Transactions?
A: At the effective time, each award of WWE RSUs and WWE PSUs, including any dividend equivalent rights granted with respect thereof, that is outstanding immediately prior to the effective time will be converted into an equivalent award of restricted stock units or performance stock units of New PubCo, respectively, on the same terms and conditions as were applicable under the award of WWE RSUs or WWE PSUs immediately prior to the effective time (including any provisions for acceleration); provided, that, any applicable performance-vesting conditions will be equitably adjusted, as necessary, including by the WWE Compensation Committee in good faith, following consultation and reasonable consideration of comments from Endeavor and in a manner consistent with past practice, to take into account the effects, if any, of the Transactions, including the merger.
Prior to the effective time, the WWE Board (or an appropriate committee thereof) will take necessary actions such that any offering period under the WWE ESPP during which the effective time would otherwise have occurred will be deemed to have ended on the fifth business day prior to the closing date and each outstanding purchase right under the WWE ESPP will automatically be exercised on such date.
For further information, please read the section entitled “Summary of the Transaction Agreement— Transaction Consideration; Conversion of Shares; Exchange of Certificates” beginning on page 144 of this information statement/prospectus.
Q: Should I send in my share certificates now for exchange?
A: No, you should not send in your WWE share certificates now for exchange. At the effective time, each WWE share certificate will automatically be converted into an equivalent number of shares of New PubCo Class A common stock. Following the effective time, stockholders may request to exchange their WWE stock certificates for New PubCo stock certificates by contacting New PubCo’s transfer agent (as defined below). For further information, please read the section entitled “Summary of the Transaction Agreement— Transaction Consideration; Conversion of Shares; Exchange of Certificates” beginning on page 144 of this information statement/prospectus.
Q: Who will serve on New PubCo’s board of directors and as management?
A: The New PubCo Board will consist of 11 members who will be determined at a date prior to the closing of the Transactions, five of whom will be selected by WWE (the “WWE Designees”), of whom (x) two will be members of the WWE management team (one of whom will be Mr. McMahon) and (y) three will be independent, and six of whom will be selected by Endeavor (the “EDR Designees”), of whom (x) three will be members of the Endeavor management team or Endeavor directors (one of whom will be Ariel Emanuel (“Mr. Emanuel”)) and (y) three will be independent. As such, New PubCo will be a controlled company with a majority of New PubCo directors that will be independent.
Following the Closing, New PubCo is expected to be led by Mr. Emanuel as Chief Executive Officer (who is expected to also continue in his role as Chief Executive Officer of Endeavor); Mr. McMahon as Executive Chair of the New PubCo Board; Mark Shapiro (“Mr. Shapiro”) as President and Chief Operating Officer (who is expected to also continue in his role as President and as Chief Operating Officer of Endeavor); Andrew Schleimer (“Mr. Schleimer”) as Chief Financial Officer (who is expected to also continue in his role as Deputy Chief Financial Officer of Endeavor); and Seth Krauss (“Mr. Krauss”) as Chief Legal Officer (who is expected to also continue in his role as Chief Legal Officer of Endeavor). For further information, please read the section entitled “Management and Directors of New PubCo After the Transactions” beginning on page 221 of this information statement/prospectus.
Q: What equity stake will WWE stockholders hold in New PubCo and HoldCo?
A: WWE stockholders will receive one share of New PubCo Class A common stock for each share of WWE common stock that they hold. As of the Closing, subsidiaries of Endeavor are expected to collectively own 51% of the voting power of New PubCo and 51% of the economic interests in HoldCo, with former securityholders of WWE common stock indirectly owning 49% of the economic interests in HoldCo, 49% of the voting power of New PubCo and 100% of the economic ownership of New PubCo, in each case, on a fully diluted basis.
For further information, please read the section entitled “The Transactions—Ownership of New PubCo after the Transactions” beginning on page 84 of this information statement/prospectus.
Q: How do I calculate the value of the transaction consideration?
A: WWE stockholders will receive one share of New PubCo Class A common stock for each share of WWE common stock that they hold. As of the Closing, subsidiaries of Endeavor are expected to collectively own 51% of the voting power of New PubCo and 51% of the economic interests in HoldCo, with former securityholders of WWE common stock indirectly owning 49% of the economic interests in HoldCo, 49% of the voting power of New PubCo and 100% of the economic ownership of New PubCo, in each case, on a fully diluted basis. The value of the transaction consideration the WWE stockholders will receive in the Transactions, including the merger, will therefore depend on the combined value of HoldCo and WWE at the effective time.
The values of WWE common stock and of HoldCo have fluctuated since the date of the announcement of the transaction agreement and will continue to fluctuate from the date of this information statement/prospectus until the date the Transactions, including the merger, are completed. Because the ownership percentages described above will not be adjusted to reflect any changes in the values of WWE common stock or HoldCo, the value of the transaction consideration may be higher or lower than the value of the WWE common stock on earlier dates. Therefore, until the completion of the Transactions, including the merger, the WWE stockholders will not know or be able to determine the value, on a fully diluted basis, of the New PubCo Class A common stock that they will receive pursuant to the transaction agreement.
On March 31, 2023, which was the last trading day before the public announcement of the Transactions, the closing price on the NYSE was $91.26 per share of WWE Class A common stock. On [ ], 2023, which was the latest practicable date before the printing of this information statement/prospectus, the closing price on the NYSE was $ [ ] per share of WWE Class A common stock.
Changes in the market price of WWE common stock may result from a variety of factors that are beyond the control of WWE, including, but not limited to, changes in their businesses, operations and prospects, regulatory considerations, governmental actions, and legal proceedings and developments. You are encouraged to obtain up-to-date market prices for shares of WWE common stock.
Q: What conditions must be satisfied to complete the Transactions, including the merger?
A: Endeavor and WWE are not required to complete the Transactions, including the merger, unless a number of conditions are satisfied or waived, which we refer to as the “closing conditions.” These closing conditions include, among others:
• the adoption of the transaction agreement by WWE stockholders (which was satisfied by the delivery of the Written Consent);
• the completion of the Pre-Closing Reorganization;
• the absence of certain legal restraints that would prohibit or seek to prohibit the Transactions;
• the receipt of certain regulatory approvals;
• the approval for listing on the NYSE of the shares of New PubCo Class A common stock to be issued to WWE stockholders;
• the ancillary agreements being in full force and effect;
• the absence, since the date of the transaction agreement, of any event, change, occurrence or development that has had a material adverse effect on the business, financial condition or results of operations of WWE or HoldCo;
• delivery by Endeavor to WWE of certain required audited financial statements of HoldCo, and the operating income reflected in such financial statements not being less than a defined threshold (which was satisfied on April 23, 2023 by the delivery of such audited financial statements reflecting such level of operating income for the fiscal year ended December 31, 2022); and
• the prior mailing and effectiveness of the registration statement on Form S-4, of which this information statement/prospectus forms a part.
In addition, each of Endeavor’s and WWE’s respective obligations to complete the Transactions, including the merger, is subject to, among other conditions, the accuracy of the other party’s representations and warranties described in the transaction agreement (subject in most cases to “materiality” and “material adverse effect” qualifications) and the other party’s compliance with its covenants and agreements in the transaction agreement in all material respects.
For a more complete summary of the closing conditions that must be satisfied or waived prior to the completion of the Transactions, including the merger, please read the section entitled “Summary of the Transaction Agreement—Conditions to the Closing” beginning on page 170 of this information statement/prospectus.
Q: When do you expect the Transactions, including the merger, to be completed?
A: Endeavor and WWE are working to complete the Transactions, including the merger, as soon as possible. As described above, certain closing conditions must be satisfied or waived before Endeavor and WWE can complete the Transactions, including the merger. For further information, please read the section entitled “Summary of the Transaction Agreement—Conditions to the Closing” beginning on page 170 of this information statement/prospectus.
Assuming timely satisfaction or waiver of the closing conditions, the Transactions, including the merger, are expected to close in the second half of 2023. The closing date of the Transactions, including the merger, will be at least 20 business days after the mailing of this information statement/prospectus to WWE stockholders, in accordance with Rule 14c-2(b) promulgated under the Exchange Act.
Q: Is New PubCo expected to hold any assets other than the common units?
A: In addition to the common units, New PubCo is expected to hold an amount of cash that will be distributed by WWE LLC to New PubCo in connection with the closing of the Transactions, as further described immediately below.
Q: Does WWE expect to distribute cash to New PubCo?
A: Yes, WWE is permitted to distribute cash to New PubCo prior to the closing of the Transactions. It is expected that an amount of cash, if any, in excess of the WWE Minimum Cash Requirement (as defined in the transaction agreement) will be distributed by WWE LLC to New PubCo. For further information, please read the section entitled “Summary of the Transaction Agreement—Cash Distributions” beginning on page 143 of this information statement/prospectus.
Q: What happens if the Transactions, including the merger, are not completed?
A: If the Transactions, including the merger, are not completed for any reason, (1) WWE stockholders will not receive the transaction consideration, (2) WWE will remain an independent public company, (3) WWE Class A common stock will continue to be traded on the NYSE, (4) New PubCo, which is currently a direct, wholly owned subsidiary of WWE, will not become a publicly traded corporation, (5) the WWE RSUs and the WWE PSUs will not be converted into equivalent restricted stock units and performance stock units, respectively, of New PubCo, and (6) to the extent applicable, any then-current offering period under the WWE ESPP will remain outstanding through its original end date and will not be truncated.
As a result of the delivery of the Written Consent, no termination fees are payable in respect of the termination of the transaction agreement. For further information, please read the section entitled “Summary of the Transaction Agreement—Effect of Termination; Termination Fees; Expenses” beginning on page 174 of this information statement/prospectus.
Q: What approval by WWE stockholders is required to adopt the transaction agreement and, therefore, approve the Transactions, including the merger?
A: The adoption of the transaction agreement and, therefore, the approval of the Transactions, including the merger, required the affirmative vote of holders of a majority of the voting power of the shares of WWE common stock entitled to vote on such matters. On April 2, 2023, Mr. McMahon, who, as of the date thereof, was the record holder of 69,157 shares of WWE Class A common stock and 28,682,948 shares of WWE Class B common stock, representing approximately 81.0% of the aggregate voting power of the issued and outstanding shares of WWE common stock on such date, delivered a written consent adopting and, therefore, approving the transaction agreement and the Transactions, including the merger. Accordingly, the delivery of the Written Consent was sufficient to adopt the transaction agreement and, therefore, approve the Transactions, including the merger, on behalf of WWE stockholders. WWE has not solicited and is not soliciting your adoption of the transaction agreement or approval of the Transactions, including the merger. No further action by any other WWE stockholder is required under applicable law, and WWE will not solicit the vote of WWE stockholders for the adoption of the transaction agreement or approval of the Transactions, including the merger and will not call a special meeting of WWE stockholders for purposes of voting on the adoption of the transaction agreement or approval of the Transactions, including the merger. For this reason, the accompanying information statement/prospectus is being provided to you for informational purposes only. You are not being asked for a proxy, and you are requested not to send a proxy.
For further information, please read the section entitled “Further Stockholder Approval Not Required” beginning on page 138 of this information statement/prospectus
Q: What are the expected United States federal income tax consequences of the transactions for holders of WWE Class A common stock?
A: For United States federal income tax purposes, the merger and the conversion are, taken together, intended to qualify as a reorganization under the provisions of Section 368(a) of the Code. Assuming that the merger and the conversion will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code, holders of WWE Class A common stock are not expected to recognize any gain or loss as a result of the merger and conversion.
For a more complete discussion of the United States federal income tax consequences of the Transactions, including the merger, please read the section entitled “Material United States Federal Income Tax Consequences” beginning on page 233 of this information statement/prospectus. Tax matters can be complicated, and the tax consequences of the Transactions, including the merger and the conversion, to a particular holder of WWE common stock will depend on such holder’s particular facts and circumstances. All securityholders of WWE should consult with their own tax advisors to determine the specific United States federal, state, or local or foreign income or other tax consequences of the Transactions, including the merger and the conversion, to them.
Q: Are stockholders of WWE entitled to dissenters’ or appraisal rights in connection with the Transactions?
A: No. Under Delaware law, holders of shares of WWE common stock will not have dissenters’ rights or appraisal rights in connection with the Transactions, including the merger. For more information, please read the section entitled “No Dissenters’ or Appraisal Rights” beginning on page 284 of this information statement/prospectus.
Q: Are there any important risks about the Transactions, including the merger, or WWE’s business of which I should be aware?
A: Yes, there are risks involved. WWE encourages you to carefully read in its entirety the section entitled “Risk Factors” beginning on page 31 of this information statement/prospectus.
Q: Who do I contact if I have further questions about the Transactions, including the merger, or the transaction agreement?
A: WWE stockholders who have questions about the Transactions, including the merger, or the transaction agreement or who desire additional copies of this information statement/prospectus or other additional materials should contact:
Attention: Investor Relations
World Wrestling Entertainment, Inc.
1241 East Main Street
Stamford, Connecticut 06902
Telephone: (203) 352-8600
UFC News
UFC Australia
"Chinese middle class is going to change the world"
James Packer says man-made attractions important
Mr Packer owns casinos in Melbourne, Perth and Macau
Sydney's The Star already attracting high roller VIP's
Non Packer casino and resorts also want in on the action
"Chinese middle class is going to change the world"
James Packer says man-made attractions important
Mr Packer owns casinos in Melbourne, Perth and Macau
Sydney's The Star already attracting high roller VIP's
Non Packer casino and resorts also want in on the action
Gaming and Tourism Biz Flashback
Australian tourism may be saved by Chinese middle class to large casinos
Gaming Biz Flashback
Gaming Biz Flashback
Sunday night's 60 Minutes report 'Packer's punt' got tongues wagging and telephones running hot across Australia - Melbourne and Perth (both home to existing Packer casinos) and 'Sin City' Sydney (site of the Barangaroo development).
Australia's flagging tourism industry can be saved by attracting the Chinese middle class to large casinos, Crown Limited chairman James Packer told the Nine network.
Mr Packer said recognising the Chinese middle class was as important as recognising the internet.
"It's like saying how big a deal is the internet," Mr Packer told his former business co-hearts Channel Nine.
"The Chinese middle class is going to change the world."
He advised Australia cannot rely on its natural beauty alone, because people are more drawn to man-made attractions.
"A lot of the Chinese tourists like man-made attractions as well as natural attractions," he said.
"We need to have better hotels, better restaurants, better shopping."
Mr Packer gave the United States as an example of how man-made attractions win over natural ones.
"Las Vegas gets 40 million people a year," he said.
"I think maybe the greatest natural attraction is the Grand Canyon. It's a half-hour drive from Las Vegas but gets about three million (visitors) a year."
Mr Packer owns casinos in Melbourne, Perth and Macau.
He also pointed out that casinos in The Philippines were doing well and contributed greatly to that country, and that he didn't currently have any casino interests there.
He said he was keen to secure a tables-only Sydney casino complex at Barangaroo to bring in more Chinese tourists.
Responsible Gambling Awareness Week started yesterday and the NSW Government is encouraging problem gamblers to seek help.
Casino King James Packer really aiming for Echo Entertainment...
Gaming analysts believe billionaire James Packer would consider offloading some of Queensland's casinos if he is successful in acquiring the Echo Entertainment Group.
Greg Fraser, a senior analyst at Fat Prophets, said that Mr Packer's real goal in his expected takeover tilt for Echo was to snatch the scandal-plagued Star Casino in Sydney and merge it into his Crown group.
Cairns casino targeting Chinese tourists: Packer's Crown not the only option for Chinese punters...
The famous Pullman Reef Hotel Casino in Cairns is not letting gaming tsar James Packer have all the action when it comes to attracting cashed-up Chinese gamblers to his legal gambling dens.
Mr Packer said the struggling tourism industry could be saved by attracting Chinese middle class visitors to large casinos.
As well, he said many Chinese tourists liked man-made activities as well as natural attractions.
But Cairns casino chief exec Alan Tan said his venue established a China strategy some six years ago.
"I think, while the casino is important, we offer more than just that. The Great Barrier Reef is very important, especially when I talk to the Chinese who say they like to see the Reef and in the evening they like to enjoy time in the casino as well," Mr Tan said.
Tourism Tropical North Queensland chief executive officer Rob Giason said the casino was part of the overall experience for Chinese holidaymakers.
Cairns Airport chief executive officer Kevin Brown said the casino complemented other activities the Chinese tourists wanted to experience, including dining, shopping and cultural activities.
Casino marketing executive manager Richard Porter said its China strategy included the relocation of Cafe China restaurant to the casino, Chinese language signage and information.
He said casino reps frequented China at least six times a year, worked closely with inbound operators and leading Chinese businessman Harry Sou.
Mr Porter said when China Southern Airlines started flying to Brisbane the casino experienced a "giant leap forward" in Chinese visitors.
So there you go... Packer is far from the only switched on casino and gambling baron. It's going to be mighty interesting to see how Pullman's Alan Tan continues to fair in the Australian "casino wars", as Packer continues on his quest to also takeover Echo Entertainment operations, as well as push forward for his greater "Sin City" Sydney ambitions.
It's said "The house always wins" in casino talk, but can the trio of Crown, Pullman and Echo Entertainment all continue to win big time, or is something going to give (like a merger or acquisition)? Stay tuned as we continue to probe for developments.
Australia's flagging tourism industry can be saved by attracting the Chinese middle class to large casinos, Crown Limited chairman James Packer told the Nine network.
Mr Packer said recognising the Chinese middle class was as important as recognising the internet.
"It's like saying how big a deal is the internet," Mr Packer told his former business co-hearts Channel Nine.
"The Chinese middle class is going to change the world."
He advised Australia cannot rely on its natural beauty alone, because people are more drawn to man-made attractions.
"A lot of the Chinese tourists like man-made attractions as well as natural attractions," he said.
"We need to have better hotels, better restaurants, better shopping."
Mr Packer gave the United States as an example of how man-made attractions win over natural ones.
"Las Vegas gets 40 million people a year," he said.
"I think maybe the greatest natural attraction is the Grand Canyon. It's a half-hour drive from Las Vegas but gets about three million (visitors) a year."
Mr Packer owns casinos in Melbourne, Perth and Macau.
He also pointed out that casinos in The Philippines were doing well and contributed greatly to that country, and that he didn't currently have any casino interests there.
He said he was keen to secure a tables-only Sydney casino complex at Barangaroo to bring in more Chinese tourists.
Responsible Gambling Awareness Week started yesterday and the NSW Government is encouraging problem gamblers to seek help.
Casino King James Packer really aiming for Echo Entertainment...
Gaming analysts believe billionaire James Packer would consider offloading some of Queensland's casinos if he is successful in acquiring the Echo Entertainment Group.
Greg Fraser, a senior analyst at Fat Prophets, said that Mr Packer's real goal in his expected takeover tilt for Echo was to snatch the scandal-plagued Star Casino in Sydney and merge it into his Crown group.
Cairns casino targeting Chinese tourists: Packer's Crown not the only option for Chinese punters...
The famous Pullman Reef Hotel Casino in Cairns is not letting gaming tsar James Packer have all the action when it comes to attracting cashed-up Chinese gamblers to his legal gambling dens.
Mr Packer said the struggling tourism industry could be saved by attracting Chinese middle class visitors to large casinos.
As well, he said many Chinese tourists liked man-made activities as well as natural attractions.
But Cairns casino chief exec Alan Tan said his venue established a China strategy some six years ago.
"I think, while the casino is important, we offer more than just that. The Great Barrier Reef is very important, especially when I talk to the Chinese who say they like to see the Reef and in the evening they like to enjoy time in the casino as well," Mr Tan said.
Tourism Tropical North Queensland chief executive officer Rob Giason said the casino was part of the overall experience for Chinese holidaymakers.
Cairns Airport chief executive officer Kevin Brown said the casino complemented other activities the Chinese tourists wanted to experience, including dining, shopping and cultural activities.
Casino marketing executive manager Richard Porter said its China strategy included the relocation of Cafe China restaurant to the casino, Chinese language signage and information.
He said casino reps frequented China at least six times a year, worked closely with inbound operators and leading Chinese businessman Harry Sou.
Mr Porter said when China Southern Airlines started flying to Brisbane the casino experienced a "giant leap forward" in Chinese visitors.
So there you go... Packer is far from the only switched on casino and gambling baron. It's going to be mighty interesting to see how Pullman's Alan Tan continues to fair in the Australian "casino wars", as Packer continues on his quest to also takeover Echo Entertainment operations, as well as push forward for his greater "Sin City" Sydney ambitions.
It's said "The house always wins" in casino talk, but can the trio of Crown, Pullman and Echo Entertainment all continue to win big time, or is something going to give (like a merger or acquisition)? Stay tuned as we continue to probe for developments.
Thursday, May 11, 2023
Wednesday, May 10, 2023
Blog: News, Pop Culture, Wrestling, MMA, Trends and more; Pop Culture Flashback to 2010
Blog
Pop Culture Flashback
Edge and Randy face off on Raw - 4th May 2010
Tag teams were the focus on Raw this week, as an old duo clashed and a potentially great one formed.
Edge and Randy Orton once comprised the team known as Rated RKO, but after the Ultimate Opportunist speared the Viper to close last week's show, they were booked to face off in Edge's talk show segment, The Cutting Edge.
Hyped throughout the show, it proved to be the quasi-main event, and concluded with Randy standing tall after nailing an RKO on his former comrade.
Prior to this, Edge cut a very strong promo explaining that he tried his hardest to please the fans, but they wouldn't accept him, hence his heel turn.
Adam Copeland is a terrific talker, but hasn't found his groove since his return as a babyface. It's nice to see the wide-eyed, paranoid heel Edge back.
During this confrontation, Orton found time to RKO the Raw Guest Host Wayne Brady, who contributed little else to the show.
It evoked memories of Steve Austin dishing out stunners to all and sundry, suggesting that if Randy showed a similar penchant for hitting his finisher in scattergun fashion it could get him even more over.
We already know the WWE title, currently held by John Cena, will be defended against Batista at Over the Limit. So this show featured the two men wrestling in separate matches, with the man who got a win in the quickest time choosing the stipulation for the bout at the PPV.
Batista was due to face The Miz, but he produced a Doctor's note excusing him from action, and instead allowed his NXT rookie Daniel Bryan to face the Animal.
Batista knocked off the former Ring of Honor champ in about five minutes, although Bryan got some reasonable time to shine.
Later, Cena was supposed to wrestle Chris Jericho, but again a scheduled opponent cried off, with this time Jericho's NXT protégé Wade Barrett taking his place.
Cena beat Batista's time, and was about to announce what stipulation he would like, when he was ambushed by Sheamus, who had earlier got in Batista's face and claimed he should be the No1 contender.
With no obvious opponent for the upcoming PPV, Sheamus may well be inserted into the mix to create a Triple Threat by the time we reach Over the Limit.
Our favourite moment from the show, though, was the realisation that Chris Jericho and The Miz look set to be aligned as a Tag Team.
They have title reigns with Big Show in common, and a backstage segment where they compared note on the giant, who moved to Smackdown last week, gave rise to what seems like a uniting of the pair.
You could put forth a very good argument for Jericho and Miz being the best promo guys in the whole of wrestling right now, so a formation of a team is an exciting prospect.
They sat in on commentary to see the current champions, The Hart Foundation, get their hands raised against William Regal and Vladimir Koslov, and attacked them post-match.
There is only really one question to answer. Do we called them JeriMiz or Mizicho?
Saturday, April 22, 2023
Blog: Wrestling Quotes
Blog
Wrestling Quotes
What the media has said about wrestling over the years, by Greg Tingle
"Identity. It takes a lifetime to find. Another thousand lives to know if it's even really yours. And then in the matter of 3 seconds it can be completely destroyed. Mr Nakamura, you see these cards. I didn't hurt all these people"... Karrion Kross
Wrestling Op: The current slow build of Karrion Kross on the main roster of WWE reminds us somewhat of the slow build once upon a time of Steve Williams aka "The Ringmaster" Steve Austin who later became "Stone Cold" and caught on fire at KOTR #wwe #TickTock
Media Man Int
Interviews
Sunday, April 16, 2023
Blog: WWE Premium Live Events aka PPVs: Night of Champions, Crown Jewel, WrestleMania etc
Blog
WWE Premium Live Events aka PPVs: Night of Champions, Crown Jewel, WrestleMania etc
Image credit: WWE
Tuesday, April 04, 2023
Blog: ENDEAVOR ANNOUNCES UFC® AND WWE® TO FORM A $21+ BILLION GLOBAL LIVE SPORTS AND ENTERTAINMENT COMPANY
Blog
ENDEAVOR ANNOUNCES UFC® AND WWE® TO FORM A $21+ BILLION GLOBAL LIVE SPORTS AND ENTERTAINMENT COMPANY
April 3, 2023
New, Publicly Listed Company to be 51% Owned by Endeavor and 49% by Existing WWE Shareholders
Endeavor to Contribute UFC into Company at Enterprise Value of $12.1 Billion
BEVERLY HILLS, Calif. and STAMFORD, Conn. (April 3, 2023) – Endeavor Group Holdings, Inc. (NYSE: EDR) (“Endeavor”) and World Wrestling Entertainment, Inc. (NYSE: WWE) (“WWE”) today announced that they have signed a definitive agreement to form a new, publicly listed company consisting of two iconic, complementary, global sports and entertainment brands: UFC and WWE. Upon close, Endeavor will hold a 51% controlling interest in the new company and existing WWE shareholders will hold a 49% interest in the new company.
Together, UFC and WWE will have global reach, impressive scale and omnichannel distribution. On a combined 2022 fiscal year-end basis, UFC and WWE achieved revenue of $2.4 billion and a 10% annual revenue growth rate since 2019.
“This is a rare opportunity to create a global live sports and entertainment pureplay built for where the industry is headed,” said Ariel Emanuel, CEO of Endeavor. “For decades, Vince and his team have demonstrated an incredible track record of innovation and shareholder value creation, and we are confident that Endeavor can deliver significant additional value for shareholders by bringing UFC and WWE together.”
“Given the incredible work that Ari and Endeavor have done to grow the UFC brand – nearly doubling its revenue over the past seven years – and the immense success we’ve already had in partnering with their team on a number of ventures, I believe that this is without a doubt the best outcome for our shareholders and other stakeholders,” said Vincent K. McMahon, Executive Chairman of WWE.
McMahon continued, “Together, we will be a $21+ billion live sports and entertainment powerhouse with a collective fanbase of more than a billion people and an exciting growth opportunity. The new company will be well positioned to maximize the value of our combined media rights, enhance sponsorship monetization, develop new forms of content and pursue other strategic mergers and acquisitions to further bolster our strong stable of brands. I, along with the current WWE management team, look forward to working closely with Ari and the Endeavor and UFC teams to take the businesses to the next level.”
The new company will be led by Emanuel (Chief Executive Officer), who will also continue in his role as Chief Executive Officer of Endeavor, McMahon (Executive Chairman of the Board) and Mark Shapiro, who will be President and Chief Operating Officer of both Endeavor and the new company. Dana White will continue in his role as President of UFC and Nick Khan will serve as President of WWE. The Board of Directors will consist of 11 members who will be appointed at a later date, six of whom will be appointed by Endeavor and five of whom by WWE.
Together, UFC and WWE expect to deliver an estimated $50 million to $100 million in annualized run rate cost synergies by leveraging, among other things, Endeavor’s back office and robust infrastructure. Endeavor also expects significant growth across revenue areas including domestic and international media rights, ticket sales and yield optimization, event operations, sponsorship, licensing and premium hospitality. Endeavor’s success at UFC, including increasing commercial opportunities that have driven more than 2x Adjusted EBITDA growth since its acquisition in late 2016, demonstrates the significant value creation opportunity and upside potential of having UFC and WWE under one roof.
Transaction Details and Approvals
The transaction values UFC at an enterprise value of $12.1 billion and WWE at an enterprise value of $9.3 billion. The transaction represents a contribution price of WWE of approximately $106 per share (before any post-closing dividend). Additionally, UFC and WWE will each contribute cash to the new company so that it holds approximately $150 million. At closing, Endeavor intends to sweep all excess cash at UFC, and shareholders of the new company (other than Endeavor) are expected to receive a post-closing dividend.
Under the terms of the transaction, existing WWE shareholders will roll all existing equity into the new entity that will be the parent company of UFC and WWE (“NewCo” until it is named at a later date) and intends to list on the New York Stock Exchange under the ticker symbol “TKO”. The listing of NewCo will expand the collective investor base to allow for broad market participation across Endeavor and NewCo.
The transaction has been unanimously approved by the Executive Committee of the Board of Directors of Endeavor and by the Board of Directors of WWE. The transaction is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals. The transaction is expected to close in the second half of 2023.
This marks the successful conclusion of WWE’s strategic alternatives review process. WWE embarked on this process to take advantage of the company’s unique position in the entertainment ecosystem as well as the inflection point coming with its media rights renewals, both of which were widely recognized in the marketplace through this process.
Advisors
Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC are serving as financial advisors to Endeavor, and Latham & Watkins LLP is serving as legal advisor to Endeavor. The Raine Group is acting as lead financial advisor to WWE. J.P. Morgan and Moelis & Company LLC are also acting as financial advisors to WWE. The Raine Group, J.P. Morgan, and Moelis & Company LLC each rendered fairness opinions to the Board of Directors of WWE. Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal advisor to WWE, and Kirkland & Ellis LLP is serving as legal advisor to WWE’s controlling stockholder, McMahon.
Webcast
Endeavor and WWE will make public a recorded audio webcast at 8:00 a.m. ET today discussing this transaction. The event and accompanying presentation materials can be accessed at investor.endeavorco.com or corporate.wwe.com/investors. The link to the webcast, as well as a recording, will also be available on those websites after the call concludes.
# # #
About Endeavor
Endeavor is a global sports and entertainment company, home to many of the world’s most dynamic and engaging storytellers, brands, live events and experiences. The company is comprised of industry leaders including entertainment agency WME; sports, fashion, events and media company IMG; and premier mixed martial arts organization UFC. The Endeavor network specializes in talent representation, sports operations & advisory, event & experiences management, media production & distribution, experiential marketing and brand licensing.
About UFC®
UFC® is the world’s premier mixed martial arts organization (MMA), with more than 700 million fans and 228 million social media followers. The organization produces more than 40 live events annually in some of the most prestigious arenas around the world, while broadcasting to over 900 million TV households across more than 170 countries. UFC’s athlete roster features the world’s best MMA athletes representing more than 80 countries. The organization’s digital offerings include UFC FIGHT PASS®, one of the world’s leading streaming services for combat sports. UFC is owned by global sports and entertainment company Endeavor, and is headquartered in Las Vegas, Nevada. For more information, visit UFC.com and follow UFC at Facebook.com/UFC, Twitter, Snapchat, Instagram and TikTok: @UFC.
About WWE®
WWE, a publicly traded company (NYSE: WWE), is an integrated media organization and recognized leader in global entertainment. The Company consists of a portfolio of businesses that create and deliver original content 52 weeks a year to a global audience. WWE is committed to family-friendly entertainment on its television programming, premium live events, digital media, and publishing platforms. WWE’s TV-PG programming can be seen in more than 1 billion homes worldwide in 25 languages through world-class distribution partners including NBCUniversal, FOX Sports, BT Sport, Sony India and Rogers. The award-winning WWE Network includes all premium live events, scheduled programming and a massive video-on-demand library and is currently available in more than 180 countries. In the United States, NBCUniversal’s streaming service, Peacock, is the exclusive home to WWE Network. Additional information on WWE can be found at wwe.com and cororpate.wwe.com.
Sunday, March 12, 2023
Media Man Pro Wrestling Blog: WWE in talks for Perth, Western Australia show, WWE Luchadors faction catches fans imagination, Karrion Kross reminds fans on his Mexican wrestling links, WWE betting...
Media Man Wrestling Blog
Media Man News Summary - March 2023
Pop culture related news remains some of worlds most powerful says Media Man group founder
WWE In Talks for a Major Show In Perth, Western Australia
WWE Luchadors faction catch fans imagination; Karrion Kross reminds fans on his Mexican wrestling links
WWE Betting in US Regulated Markets Would Benefit the Offshores Too (Gambling 911)
Be your own network to help ride out the big tech and social media platform storys says Media Man
Sunday, February 05, 2023
Media Man Pro Wrestling Blog: WWE and NXT News
Media Man Pro Wrestling Blog
Bron Breakker defends the NXT Championship against Grayson Waller inside a Steel Cage (NXT)
Undisputed WWE Universal Champion Roman Reigns vs. Sami Zayn (WWE.com)
Undisputed WWE Universal Champion Roman Reigns vs. Cody Rhodes (WWE.com)
Media Man Int
Friday, January 06, 2023
Blog: Vince McMahon Takes Actions in Support of Plan for WWE to Undertake a Review of Strategic Alternatives and Capture Unique Opportunity to Maximize Long-term Value for All Shareholders
Blog
Vince McMahon Takes Actions in Support of Plan for WWE to Undertake a Review of Strategic Alternatives and Capture Unique Opportunity to Maximize Long-term Value for All Shareholders
Submits written consent to WWE Board electing himself and Company veterans George Barrios and Michelle Wilson as Directors
Actions are necessary to ensure McMahon's full participation in upcoming media rights negotiations and review of strategic alternatives
GREENWICH, Conn., Jan. 5, 2023 /PRNewswire/ -- Vince McMahon, the founder and controlling shareholder of World Wrestling Entertainment Inc. ("WWE" or the "Company") (NYSE: WWE), announced today that he has taken necessary actions to position the Company to capitalize on a unique opportunity to maximize long-term value for all WWE shareholders. The actions, communicated to WWE's Board of Directors today via written consent, include the election to the Board of Mr. McMahon, as well as Michelle Wilson and George Barrios – former WWE Co-Presidents and Board members, and currently the Co-Founders and Co-CEOs of Isos Capital Management – and the requisite removal from the Board of three directors. Mr. McMahon expects to assume the role of Executive Chairman of the Board.
Mr. McMahon's new role will enable unified decision making through the Company's upcoming media rights negotiations and a parallel full review of the Company's strategic alternatives, which Mr. McMahon believes is the right course of action and in the best interests of WWE and WWE shareholders amidst the current dynamics in the media and entertainment industry. As Mr. McMahon has communicated to the Board, he believes there is a narrow window of opportunity to create significant value for all shareholders and that to do so, the strategic alternatives review must occur in tandem with the media rights negotiations. He also expressed to the Board that he believes these two initiatives require Mr. McMahon's direct participation, leadership, and support as controlling shareholder.
"WWE is entering a critical juncture in its history with the upcoming media rights negotiations coinciding with increased industry-wide demand for quality content and live events and with more companies seeking to own the intellectual property on their platforms," said Mr. McMahon. "The only way for WWE to fully capitalize on this opportunity is for me to return as Executive Chairman and support the management team in the negotiations for our media rights and to combine that with a review of strategic alternatives. My return will allow WWE, as well as any transaction counterparties, to engage in these processes knowing they will have the support of the controlling shareholder."
Prior to delivering written consent, Mr. McMahon sent two separate letters to the Board in late December in which he expressed the urgency of his return to the Company as Executive Chairman and his desire to work collaboratively with the Board and management team. Following conversations with representatives of the Company both before and after Mr. McMahon's most recent letter on December 31, Mr. McMahon determined, consistent with his rights as controlling shareholder, that the steps announced today are necessary to maximize value for all WWE shareholders.
Mr. McMahon said, "Ms. Wilson and Mr. Barrios are highly qualified directors whose professional experience positions them well to help the Company achieve the best possible outcomes in both initiatives. As former WWE Co-Presidents and Board members, they are intimately familiar with industry dynamics and the organization's operations and have helped guide the Company through past successful media rights negotiations. I look forward to working closely again with Michelle and George – as well as the Company's remaining directors and management team, who have my full support and confidence. WWE has an exceptional management team in place, and I do not intend for my return to have any impact on their roles, duties, or responsibilities."
In conjunction with the changes to WWE's Board, Mr. McMahon's written consent also includes certain amendments to the Company's bylaws to ensure that WWE's corporate governance continues to properly enable and support shareholder rights. These changes will be detailed in a Schedule 13D amendment to be filed by Mr. McMahon and a Form 8-K to be filed by the Company in the coming days.
No assurances can be given regarding the outcome or timing of the review process. Mr. McMahon does not intend to comment further until the process has concluded or Mr. McMahon has otherwise determined that further disclosure is appropriate or required.
Michelle Wilson Biography
Ms. Wilson is Co-Founder and Co-CEO of Isos Capital Management. She is a leading sports and entertainment c-suite executive and, prior to founding Isos with Mr. Barrios, most recently served as Co-President and Board Member of WWE until January 2020. In 2018, Forbes named Ms. Wilson one of the 10 Most Powerful Women in Sports. She also was featured on the Adweek 50 list, which highlights the leading executives in Media, Marketing and Technology, and named one of Sports Illustrated's 10 Most Influential Women in Sports. She joined WWE in 2009 and prior to her appointment as Co-President, served as Chief Revenue and Marketing Officer.
Previously, Michelle served as the Chief Marketing Officer of the United States Tennis Association, oversaw all marketing efforts for the launch of the XFL, a partnership between WWE and NBC, and held consumer products and brand management positions at the NBA and Nabisco, respectively. She received her MBA from Harvard Business School and currently serves on the Boards of Bowlero Corporation and Turtle Beach Corporation.
George Barrios Biography
Mr. Barrios serves as Isos Capital Management's Co-Founder and Co-CEO. He is an award-winning c-suite executive and most recently served as Co-President and Board Member of WWE until January 2020. In 2017, Institutional Investor ranked George among the Top 3 CFOs in the Media Industry as part of its All-America Executive team rankings. He joined WWE in 2008 as its Chief Strategy and Financial Officer.
Previously, he held leadership roles in finance, strategy and operations at the New York Times, Praxair, Time Warner and HBO. He received his MBA from the University of Connecticut School of Business and currently serves as the National Board Chair of the Make-A-Wish Foundation.
Kirkland & Ellis is serving as legal counsel to Mr. McMahon.
Forward Looking Statements
This press release contains forward-looking statements pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. Forward looking statements include statements regarding Mr. McMahon's return to the Board as Executive Chairman, the impact of Mr. McMahon, Ms. Wilson and Mr. Barrios as members of the Board, the timing and success of the Company's media rights negotiations and the Company's review of strategic alternatives. In addition, the words "may," "will," "could," "anticipate," "plan," "continue," "project," "intend," "estimate," "believe," "expect," "outlook," "target," "goal," "guidance" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such words. These statements relate to future possible events, as well as plans, objectives, expectations and intentions and are not historical facts and accordingly involve known and unknown risks and uncertainties and other factors that may cause the actual results to be materially different from future results expressed or implied by such forward-looking statements. These forward-looking statements are subject to uncertainties relating to, without limitation, the matters referred to in this release, the complexity of the Company's rights agreements across distribution mechanisms and geographical areas and the Company's review of strategic alternatives. Forward-looking statements speak only as of the date made and are subject to change without any obligation to update or revise them. Undue reliance should not be placed on these statements.
SOURCE Vince McMahon
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