WWE Files SEC Files Following Sale To Undertaking

As we reported earlier here on eWn, WWE has actually been offered to Endeavor Group, and the sale will see Endeavor combine WWE with the UFC to form a brand-new business valued at $21 billion. Venture will own 51% of the brand-new business while WWE shareholders will maintain 49%.

WWE has actually now submitted main files with the SEC associated to the sale. You can have a look at the information from the filings listed below:

Transaction Agreement

On April 2, 2023, World Wrestling Entertainment, Inc., a Delaware corporation (the “Company” or “WWE”), participated in a Transaction Agreement (the “Transaction Agreement”), by and amongst the Company, Endeavor Group Holdings, Inc., a Delaware corporation (” EDR”), Endeavor Operating Company, LLC, a Delaware restricted liability business and subsidiary of EDR (” EDR OpCo”), Zuffa Parent, LLC, a Delaware minimal liability business and a subsidiary of EDR (” HoldCo”), World Wrestling Entertainment, Inc., a Delaware corporation (” WWE”), New Whale Inc., a Delaware corporation and an entirely owned subsidiary of WWE (” New PubCo”), and Whale Merger Sub Inc., a Delaware corporation and completely owned subsidiary of New PubCo (” Merger Sub”), pursuant to which, to name a few things, WWE and EDR consented to integrate business of WWE and HoldCo, which owns and runs the Ultimate Fighting Championship (” UFC”). All specified terms utilized in this summary of the Transaction Agreement that are not otherwise specified herein, have the significances credited such terms in the Transaction Agreement.

Pursuant to the Transaction Agreement, to name a few things, and based on the fulfillment or waiver of the conditions state therein, (i) WWE will carry out particular internal restructuring actions as more explained in the Transaction Agreement (jointly, the “Pre-Closing Reorganization”); (ii) following the Pre-Closing Reorganization, Merger Sub will combine with and into WWE (the “Merger”), with WWE making it through the Merger (the “Surviving Entity”) and ending up being a direct completely owned subsidiary of New PubCo– as an outcome of the Merger (x) each exceptional share of WWE’s Class A typical stock, par worth $0.01 per share (the “WWE Class A Common Stock”) and (y) each impressive share of WWE’s Class B typical stock, par worth $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 impressive right away prior to the reliable time of the Merger (the “Effective Time”), however leaving out any Cancelled WWE Shares, will, in each case, be transformed immediately into the right to get one share of New PubCo Class A typical stock, par worth $0.00001 per share (the “New PubCo Class A Common Stock”); (iii) instantly following the Merger, New PubCo will trigger the Surviving Entity to be transformed into a Delaware minimal liability business (” WWE LLC”) and New PubCo will end up being the sole handling member of WWE LLC (the “Conversion”); and (iv) following the Conversion, New PubCo will (x) contribute all of the equity interests of WWE LLC to HoldCo in exchange for 49% of the subscription interests in HoldCo on a fully-diluted basis (as additional explained in the Transaction Agreement), and (y) concern to EDR OpCo and specific other existing owners of HoldCo equity a variety of shares of New PubCo Class B typical stock, par worth $0.00001 per share (the “New PubCo Class B Common Stock”) representing, in the aggregate, 51% of the overall ballot power of New PubCo stock on a fully-diluted basis, in exchange for a payment equivalent to the par worth of such New PubCo Class B Common Stock, in each case of the foregoing provisions (i) through (iv), on the terms and based on the conditions state in the Transaction Agreement (the deals explained in the foregoing, jointly, the “Transactions”).

At the Effective Time, (i) each award of WWE Restricted Stock Units (consisting of, for the avoidance of doubt, any dividend comparable rights given with regard to each award of WWE Restricted Stock Unit) impressive instantly prior to the Effective Time will be transformed into an award of limited stock systems, on the exact same terms as applied under the award WWE Restricted Stock Units instantly prior to the Effective Time (consisting of any arrangements for velocity), with regard to a variety of shares of New PubCo Class A Common Stock equivalent to the variety of shares of WWE Class A Common Stock topic to such award of WWE Restricted Stock Units, and (ii) each award of WWE Performance Stock Units (each, a “PSU”) (consisting of, for the avoidance of doubt, any dividend comparable rights approved with regard to each award of the WWE Performance Stock Units) impressive instantly prior to the Effective Time will be transformed into an award of efficiency stock systems, on the exact same terms as applied under the award of WWE Performance Stock Units instantly prior to the Effective Time (consisting of any arrangements for velocity), with regard to a variety of shares of New PubCo Class A Common Stock equivalent to the variety of shares of WWE Class A Common Stock topic to such award of WWE Performance Stock Units; offered, nevertheless, that the suitable performance-vesting conditions will be equitably changed, consisting of previous to the Closing by the WWE Compensation Committee, to consider the results, if any, of the Merger and the Conversion.

Pursuant to the Transaction Agreement, WWE consented to utilize its affordable best shots to trigger the New PubCo Class A Common Stock to be signed up pursuant to Section 12( b) of the Exchange Act and authorized for noting on the New York Stock Exchange, based on main notification of issuance, and have actually booked the ticker “TKO.” Upon Closing, to name a few things, EDR and its subsidiaries and particular other existing owners of HoldCo equity will own jointly 51% of the fully-diluted ballot power of New PubCo and 51% of the fully-diluted financial ownership in HoldCo, with investors of WWE efficiently owning 49% of the fully-diluted financial ownership in HoldCo, 49% of the fully-diluted ballot ownership of New PubCo and 100% of the fully-diluted financial ownership of New PubCo.

New PubCo Board of Directors and Leadership Team

New PubCo is anticipated to be led by Ariel Emanuel (Chief Executive Officer), who is anticipated to likewise continue in his function as Chief Executive Officer of EDR; Vincent K. McMahon (” the “Stockholder”), who is anticipated to act as Executive Chair of the Board; Mark Shapiro (President and Chief Operating Officer), who is anticipated to likewise continue in his function as President and as Chief Operating Officer of EDR; Andrew Schleimer (Chief Financial Officer), who is anticipated to likewise continue in his function as Deputy Chief Financial Officer of EDR; and Seth Krauss (Chief Legal Officer), who is anticipated to likewise continue in his function as Chief Legal Officer of EDR. Dana White is anticipated to continue in his function as President of UFC, and Nick Khan is anticipated to act as the President of WWE. The board of directors of New PubCo following the Closing (the “Board”) will include eleven (11) members who will be figured out at a later date, 5 (5) of whom will be selected by WWE (the “WWE-Nominated Directors”) and 6 (6) of whom by EDR (the “EDR-Nominated Directors”).

The post WWE Files SEC Documents Following Sale To Endeavor appeared initially on eWrestlingNews.com.