Zuffa, LLC entered into an agreement to acquire World Wrestling Entertainment, Inc. (NYSE:WWE) from Vincent McMahon on April 2, 2023. The transaction values WWE at an enterprise value of $9.3 billion. Ariel Emanuel will continue in his role as Chief Executive Officer of Endeavor. Vincent K. McMahon who is expected to serve as Executive Chair of the Board, Mark Shapiro (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 (Chief Financial Officer), who is expected to also continue in his role as Deputy Chief Financial Officer of Endeavor; and Seth Krauss (Chief Legal Officer), who is expected to also continue in his role as Chief Legal Officer of Endeavor. Dana White is expected to continue in his role as President of UFC, and Nick Khan is expected to serve as the President of WWE. If the Endeavor terminates the agreement after the board of directors of WWE makes an Adverse Recommendation Change, WWE will be required to pay to Endeavor (or its designee) a termination fee of $270 million. If the Endeavor had terminated the agreement because the Written Consent had not been delivered within time period set forth in the Transaction Agreement, WWE would have been required to pay to Endeavor (or its designee) a termination fee of $90 million.

The Transaction is subject to the satisfaction or waiver of certain customary conditions, including, among others, (i) the affirmative vote of holders with a majority of the voting power of the WWE Common Stock in favor of adopting the Transaction agreement, (ii) the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) obtaining other applicable regulatory approvals, (iv) the absence of any order or legal requirement that enjoins, restrains or otherwise prevents the consummation of the Transactions, (v) the effectiveness of New PubCo?s registration statement on Form S-4 to be prepared and filed with the Securities and Exchange Commission (the ? SEC ?) by WWE, and the absence of any stop order or other proceeding that suspends or otherwise threatens such effectiveness, (vi) the registration, and the authorization for listing on the New York Stock Exchange, of New PubCo Class A Common Stock, (vii) the mailing of the information statement contemplated by Rule 14c-2 of the Exchange Act by WWE to the stockholders of WWE, and the lapse of at least 20 calendar days from the date of completion of such mailing, (viii) the consummation of the Pre-Closing Reorganization, (ix) delivery by the Company to WWE of certain required audited financial statements of HoldCo, and the operating level of operating income reflected in such financial statements to be no less than ninety-two point five percent (92.5%) of the operating income reflected in the HoldCo Financial Statements for the fiscal year ended December 31, 2022, (x) delivery by each of the Company and WWE to the other party of duly executed counterparts to the applicable ancillary agreements required to be delivered at the Closing and (xi) customary conditions regarding the accuracy of the representations and warranties and material compliance by the parties with their respective obligations under the transaction agreement. The consummation of the Transactions is not subject to a financing condition or the approval of the Endeavor Group Holdings?s stockholders. 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 and intends to list on the New York Stock Exchange under the ticker symbol ?TKO?. 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 Transactions are expected to close in the second half of 2023. As of September 7, 2023, the transaction is expected to close on September 12, 2023.

Moelis & Company LLC, J.P. Morgan Securities and Raine Securities acted as financial advisor and fairness opinion provider to WWE. Justin Hamill, Michael Anastasio, Jonathan Solomon, Ian Nussbaum, Rick Offsay, and Morgan Brubaker, Marc Jaffe and Benjamin Cohen, Joshua Tinkelman, Reza Mojtabaee-Zamani, Seniz Yakut, Alan Kimball, Austin Ozawa and Erin Murphy of Latham & Watkins acted as legal advisor to Endeavor. Jonathan Davis, P.C., Scott A. Barshay, Kyle T. Seifried of Paul, Weiss, Rifkind, Wharton & Garrison acted as legal advisor to World Wrestling Entertainment. Morgan Stanley & Co. LLC and Goldman Sachs & Co. acted as financial advisors to Endeavor. Edward J. Lee, Jonathan L. Davis, Chelsea N. Darnell, Shaun J. Mathew, Jimin He, Evan Johnson, Sumer Marquette, Alex Adamis, Arjun Karthikeyan, Dean S. Shulman, Vivek Ratnam, Sandra C. Goldstein, Stefan Atkinson, Haley S. Stern, Scott D. Price, Jack Stratton, Katherine C. Nemeth, Andrea Agathoklis Murino, Matthew S. Wheatley, Paula Riedel, Joshua N. Korff, Jack Coles, Jean Y. Hyun, Jennifer L. Lee,  Lucy Mahon, Michelle Kilkenney, Carolyn L. Aiken, Claire Rokita, Seth Traxler, Matthew S. Lovell, Bijan Motiwalla; Ben Kovach and Jeffrey J. Seroogy of Kirkland & Ellis LLP acted as legal advisors to Vincent McMahon. Stephen Amdur, Ari M. Berman, David Oliwenstein, Stanton D. Wong and Nate Cartmell of Pillsbury is representing Raine Group.

Zuffa, LLC completed the acquisition of World Wrestling Entertainment, Inc. (NYSE:WWE) from Vincent McMahon on September 12, 2023.