The following timeline is sourced from the newly filed prospectus for the to-be-named merged company that will control WWE and UFC when the transaction goes into effect, which is expected to happen later this year.
Jan 17 to Apr 2, 2023, “over 60 potential counterparties, including strategic companies, financial sponsors, family offices and sovereign wealth funds” were in contact about a WWE transaction, according to the filing.
Feb 6 to Mar 21, WWE made confidentiality agreements with 20 potential counterparties.
Feb 7: WWE and Endeavor signed a mutual confidentiality agreement to do due diligence on each other.
The same day Endeavor submitted a non-binding indication of interest proposal to merge WWE with its holding company, with Endeavor owning 57% and WWE owning 43%.
Feb 24: WWE requested non-binding indications of interest to 8 potential counterparties, including Endeavor, to be submitted by Mar 13 at 5 pm ET.
Mar 1: Endeavor executives Ari Emanuel and Mark Shapiro met with WWE’s Vince McMahon and Nick Khan to discuss the merger proposed earlier.
Mar 2: WWE’s board met with its financial advisors present. The board determined WWE should continue to pursue alternatives while also engaging with Endeavor.
Mar 13: WWE received prelim written indications of interest from 8 potential counterparties. 3 of those (2 strategic and 1 financial sponsor) were interested in acquiring the whole company.
“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.
Following Mar 13, WWE management directed their financial advisors (including firms Raine, JP Morgan, Moelis) to have discussions with parties that were interested in providing debt or equity financing in an attempt to get more concrete proposals at higher valuations.
Beginning Mar 19 at the direction of WWE management, its financial advisors held discussions with “Strategic Party 1”, “Financial Sponsor 1”, and two other potential counterparties.
Mar 21: WWE board held a special meeting. Financial advisors noted that all potential counterparties other than Endeavor would require outside finances to make a transaction happen. If those parties failed to secure financing it could remove competitive tension.
At the Mar 21 meeting the WWE board decided to act on introducing “Strategic Party 1” and “Financial Sponsor 1” to each other so they might partner with each other, which could result in a bid competitive with Endeavor’s bid.
Also at the Mar 21 meeting, WWE’s board reviewed a term sheet that would merge the companies with Endeavor getting 51% of the company and WWE shareholders getting 49%.
Mar 22: Vince McMahon, Nick Khan, Ari Emanuel, and Mark Shapiro met again, in Stamford. Vince and Nick presented Ari and Shapiro the term sheet with the 51/49 terms for the first time. They decided to continue discussions and provide Endeavor’s legal advisors, Latham, with the term sheet.
Mar 23: Endeavor’s legal advisor Latham gave WWE a revised term sheet, proposing Vince as executive chair until death, resignation or incapacity, as a condition of giving WWE a 49/51 increased valuation. Vince would also get 5 of 11 board seats and certain veto rights.
Indeed, according to the filing, Endeavor was willing to concede to giving WWE shareholders a greater portion of the value of the merged company (49% rather than 43%) only on the condition that Vince McMahon remained with the company as executive chair.
During conversations on March 23 and March 24, 2023 involving representatives of K&E [for WWE], Latham [for Endeavor] and Paul, Weiss [for WWE], representatives of Latham emphasized to representatives of K&E and Paul, Weiss that the governance proposals in the March 23 Endeavor Term Sheet were fundamental to Endeavor’s thesis for pursuing a transaction with WWE in light of, among other things, Endeavor’s belief that Mr. McMahon’s continued leadership as contemplated by the March 23 Endeavor Term Sheet would be critical to the value creation driving Endeavor’s desire to engage in the transaction, and that agreeing to increase WWE’s securityholders’ pro forma equity ownership in the combined company to the 51/49 split that had been proposed by WWE was conditioned upon both changes required by Endeavor to the governance arrangements set forth in the March 23 Endeavor Term Sheet. Latham also reiterated Endeavor’s position that Mr. McMahon provide his written consent to approve the potential transaction with Endeavor promptly following the signing of definitive transaction agreements.
That’s consistent with Emanuel’s comments on CNBC on Apr 3, when he said, “Oh my god, yes,” in response to a question about whether he insisted Vince stay with the company.
Also Mar 23: Endeavor and its advisors, Strategic Party 1, and Financial Sponsor 1 were given access to a “round 2” data room with non-public information on WWE.
Mar 24: Endeavor gave WWE access to its data room with non-public information on Endeavor and UFC.
Mar 26: Strategic Party 1 was provided tickets to WWE’s house show that night in Denver.
I’ll note, while the identity of “Strategic Party 1” isn’t disclosed, Liberty Media is headquartered in Englewood, CO, just outside Denver.
Mar 27: WWE’s board held a special meeting with its financial and legal advisors to discuss the Endeavor revised term sheet. Non-management board members and advisors met and further revised the term sheet and provided it to Endeavor’s legal advisors.
Mar 28: WWE’s compensation committee met and finalized Vince McMahon’s employment agreement, officially making him a WWE employee again for the first time since his Jul 2022 resignation. Additional revisions to the term sheet were made on this day and afterward.
Mar 30: Two other bidders had further discussions but decided neither wished to be the lead investor in an acquisition.
Apr 1: WWE’s board again had a special meeting with its advisors. Paul Levesque was absent because it was Day 1 of Wrestlemania, but informed senior management of his full support for the deal based on prior meetings.
WWE’s financial advisors noted at the meeting there were no alternatives to the Endeavor deal that were executable in the near-term. Raine, JP Morgan, and Moelis (the financial advisors) all agreed and provided in writing their opinion that the deal was fair.
Apr 2: On the night of Wrestlemania Day 2, the deal to merge WWE and UFC was finalized.
Apr 3: The deal was announced in the morning before the opening of the NYSE.
Brandon Thurston has written about wrestling business since 2015. He’s also worked as an independent wrestler and trainer.
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