SEC filings reveal timeline & new details of WWE/Endeavor deal

WWE released more than 500 pages of filings with the United States Securities & Exchange Commission on their corporate website Friday afternoon (May 12). These pertain to the impending acquisition of the company by Endeavor, and plans to merge WWE with UFC as a new publicly traded entity.

It’s a lot of information, and most of it is frankly outside the purview of this here wrestling fan blog. But here are some interesting items pulled by the likes of Wrestling Observer and Wrestlenomics:

• From Jan. 17 - April 2 of this year, “over 60 potential counterparties, including strategic companies, financial sponsors, family offices and sovereign wealth funds” were in contact with WWE about buying or merging with the company.

• 20 “counterparties” signed confidentiality agreements in February & March, including Endeavor on Feb. 7.

• Endeavor’s initial non-binding proposal came the day they signed mutual confidentiality agreements with WWE. It proposed Endeavor owning 57% of a merged company with WWE owning the remaining 43%.

• On Mar. 13, WWE received eight similar proposals. Three wanted to buy the company outright. From Wrestlenomics’ Brandon Thurston:

“Strategic Party 1” offered cash for WWE at $95-$100 per share.

“Financial Sponsor 1” offered cash at $90 to 97.50 per share and said they might seek partners to co-invest and that they’d get debt financing.

“Strategic Party 2” offered cash at “an implied share price” of $76.83 and would need equity and debt financing partners.

Endeavor’s offer valued WWE at $9.3 billion, or an estimated $105.98 a share.

• WWE financial advisors met with those counterparties and reported back to the board that each would require outside financing and that without it there might not be a competing bid. The WWE board decided to try to get “Strategic Party 1” and “Financial Sponsor 1” to partner with each other to ensure someone was bidding against Endeavor.

• Late March meetings between WWE’s Vince McMahon & Nick Khan and Endeavor’s Ari Emanuel & Mark Shapiro included a WWE proposal that would give Endeavor 51% ownership with WWE retaining 49%. In line with Emanuel’s public statements on the issue, Endeavor agreed on the condition Vince remain with the company as executive chairman.

• Negotiations continued with Strategic Party 1 and Financial Sponsor 1 at this time, with SP1 being given tickets to a house show in Denver on Mar. 26. While these documents don’t disclose any counterparty identities, Thurston notes that “Liberty Media [owners of SiriusXM, MLB’s Atlanta Braves, and Formula One] is headquartered in Engelwood, CO, just outside Denver.”

• On Mar. 30, two bidders backed out as they didn’t want to be lead investor on the deal.

• It all went down WrestleMania weekend, as WWE’s financial advisors informed its senior management & board on April 1 that no one other than Endeavor could do the deal within WWE’s time frame. They also signed off on the Endeavor offer as fair. It was then finalized on April 2, and announced on April 3.

• Vince McMahon paid $1.65 million in attorney fees as part of a settlement ending the shareholder lawsuits filed against him & WWE in January & February claiming he’d breached his fiduciary duty by forcing his way back onto the board.

• The merged WWE/UFC has currently been given the name “New Whale Inc.”, but the filing notes they plan to change that.

• One filing estimates the compensation WWE executives will receive when the Endeavor deal is completed. That list includes: $16,027,770 for Vince McMahon, $72,023,451 for Nick Khan, $25,625,995 for Paul Levesque, $31,880,058 for Kevin Dunn, $20,117,225 for Chief Financial Officer Frank Riddick III, and $3,356,150 for Chief Human Resources Officer Suzette Ramirez-Carr.

Nice work if you can get it. Let us know what you make of all this in the comments below.