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WWE has issued a letter from WWE CEO Nick Khan to stockholders in regards to the companyâs takeover with Endeavor.
On behalf of the board of directors of World Wrestling Entertainment, Inc., a Delaware corporation, which we refer to as âWWE,â 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 âEndeavor,â 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 (âUFCâ) and which we refer to as âHoldCo,â 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 âNew PubCo,â which will be implemented through a sequence of transactions (the âTransactionsâ).
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 âEDR OpCo,â 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 âMerger Sub,â entered into a transaction agreement, which, as the same may be amended from time to time, we refer to as the âtransaction agreement.â In connection with the transaction agreement, WWE formed New PubCo and Merger Sub. The Transactions include (i) an internal reorganization of WWE (the âPre-Closing Reorganizationâ), (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 âmergerâ)âas a result of the merger, (x) each outstanding share of WWEâs Class A common stock, par value $0.01 per share (the âWWE Class A common stockâ) and (y) each outstanding share of WWEâs Class B common stock, par value $0.01 per share (the âWWE Class B common stock,â and together with the WWE Class A common stock, the âWWE common stockâ) that is outstanding immediately prior to the effective time of the merger (the âeffective timeâ), 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 âNew PubCo Class A common stockâ), (iii) following the merger, the conversion of the surviving corporation in the merger to a Delaware limited liability company (âWWE LLCâ) (the âconversionâ), 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 âWWE transferâ, and such membership interests, the âWWE Transfer Considerationâ) 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 âNew PubCo Class B common stockâ), 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 âtransaction consideration,â 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 âWWE.â 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 âClosing,â 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 âNYSE,â under the ticker symbol âTKO.â
At a meeting of the board of directors of WWE, which we refer to as the âWWE Board,â 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 (âMr. McMahonâ), 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 âWritten Consent,â 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 âclosing conditions,â 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 PubCoâs 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 âRisk Factorsâ 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
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