A brand new placeholder firm has been created by Endeavor because the WWE acquisition strikes alongside, and the WWE and UFC will stay underneath a brand new LLC named NEW WHALE INC. This comes from company filings with the SEC (by way of PWInsider), and the submitting additionally states that upon the merger’s completion, a brand new identify can be revealed for the corporate. WWE and UFC will each be a part of this new firm, and this was a part of the plan after WWE was acquired by Endeavor Group for round $9.3 billion. Endeavor will personal 51% of the corporate whereas WWE shareholders will personal 49% when the acquisition closes, and Vince McMahon continues to function as Executive Chairman. You can discover an excerpt from the SEC submitting beneath.
“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 standard inventory”) and (y) each outstanding share of WWE’s Class B common stock, par value $0.01 per share (the “WWE Class B frequent inventory,” and together with the WWE Class A common stock, the “WWE frequent inventory”) that is outstanding immediately prior to the effective time of the merger (the “efficient 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 standard inventory”),” the submitting reads.
The submitting continues with “(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 switch”, 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 frequent inventory”), 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.”
At the time of the merger’s announcement, Endeavor CEO Ariel Emanuel mentioned “This is a rare opportunity to create a global live sports and entertainment pureplay built for where the industry is headed. 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.”
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