Endeavor president Mark Shapiro promises not to ‘over-commercialize’ WWE - May 2023
The president of Endeavor says they will look at ways to increase WWE's sponsorship revenue, but they are not going to "over-commercialize" the product.
Mark Shapiro appeared on the Sports Media Podcast on Wednesday and was asked about WWE sponsorship opportunities that could potentially involve putting brand logos on wrestlers' ring gear.
Shapiro responded:
"Look, you want to be authentic, you want to be seamless, you want to be organic, you want to be true to your audience. So, no, we're not going to put a brand on somebody's robe walking into the ring. Now, by the way, do UFC fighters wear Venom apparel and Project Rock shoes when they come into the octagon? Yes, they do. Could the WWE benefit from an apparel deal as such? A shoe deal as such? Absolutely but we're not going to over-commercialize it, we're not going to saturate it to the point that we cheap it out, we trick it out, and you turn off the fanbase.
You've gotta figure out what's right in the ring, in the octagon. You've gotta figure out what's right with the arena, indoor, outdoor. You've gotta figure out what's right with the fighters and the participants, and you gotta walk before you run."
However, Shapiro emphasized that the transaction has not been completed and they are not currently in a position to make decisions regarding WWE.
Shapiro's comments regarding WWE's sponsorship potential echoes what had prevaiously been expressed by Endeavor CEO, Ari Emanuel. During an appearance on CNBC's Squawk on the Street earlier this month, Emanuel noted that they will let WWE "do what they want to do" while his group works to drive revenue. He says it's the same playbook they used with UFC.
"Right now, we're focused on saving some cost, doing sponsorship, which they didn't have. It's the same formula we used at UFC," Emanuel said.
Shapiro also commented on the success of this strategy during an interview with Sports Business Journal's John Ourand last month.
Shapiro said:
"That's the strategy. That's how it has successfully played out for the UFC over the last six years. Remember when we bought it for $4.1 billion? People thought that price was crazy. Now, it is valued at $12.1 billion. I mean, what a story. We hope to do the same thing with the WWE."
WWE Creates Placeholder Company for Endeavor Acquisition, Nick Khan Issues Letter to WWE Shareholders, More - 12th May 2023
WWE has created a new LLC, titled NEW WHALE INC., as a placeholder company for the Endeavor acquisition. The filing reiterates what was said several weeks back, noting that when the merger is finalized later this year, a new name will be revealed for the new company that Endeavor will run to oversee WWE and UFC. The stock market initials, as announced before, will be TKO, and that could be a hint at the planned company name.
The SEC filings included a letter from WWE CEO Nick Khan to stockholders in regards to the Endeavor acquisition. The letter outlines potential risk factors, transactions/closing, and more. WWE also released a Q&A for stockholders, and both can be seen below.
The letter from Khan reads like this:
To Our Stockholders:
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 common stock”) and (y) each outstanding share of WWE’s Class B common stock, par value $0.01 per share (the “WWE Class B common stock,” and together with the WWE Class A common stock, the “WWE common stock”) that is outstanding immediately prior to the effective time of the merger (the “effective 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 common stock”), (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 transfer”, 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 common stock”), 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 “transaction consideration,” 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 “WWE.” 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 “Closing,” 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 “NYSE,” under the ticker symbol “TKO.”
At a meeting of the board of directors of WWE, which we refer to as the “WWE Board,” 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 (“Mr. McMahon”), 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 “Written Consent,” 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 “closing conditions,” 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 PubCo’s 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 “Risk Factors” 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
World Wrestling Entertainment, Inc.
The Q&A reads like this:
QUESTIONS AND ANSWERS ABOUT THE TRANSACTIONS
The following questions and answers are intended to briefly address some commonly asked questions regarding the transaction agreement and the Transactions, including the merger. You are encouraged to carefully read the remainder of this information statement/prospectus, its annexes and exhibits and the documents that are referred to in this information statement/prospectus and to pay special attention to the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” beginning on pages 31 and 29, respectively, of this information statement/prospectus, because the information contained in this section may not provide all the information that might be important to you with respect to the transaction agreement and the Transactions, including the merger. For further information, please read the section entitled “Where You Can Find More Information” beginning on page 288 of this information statement/prospectus.
Q: Why am I receiving this information statement/prospectus?
A: On April 2, 2023, Endeavor, EDR OpCo, HoldCo, WWE, New PubCo and Merger Sub entered into the transaction agreement, pursuant to which WWE and Endeavor propose to combine the businesses of WWE and HoldCo, which owns and operates UFC, which combined business will be managed by New PubCo, a new publicly listed company, once the Transactions, including the merger, are implemented.
In connection with the transaction agreement, WWE formed two wholly owned subsidiaries, New PubCo and Merger Sub. Subject to the terms and conditions of the transaction agreement, (i) WWE will undertake the Pre-Closing Reorganization, (ii) following the Pre-Closing Reorganization, Merger Sub will merge with and into WWE, with WWE surviving the merger as a direct, wholly owned subsidiary of New PubCo, (iii) following the merger, the surviving corporation will be converted to WWE LLC, a Delaware limited liability company, which will be wholly owned by New PubCo, immediately prior to the WWE transfer and (iv) following the conversion, New PubCo will (a) contribute 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 and (b) issue to EDR OpCo and certain of its subsidiaries a number of shares of New PubCo Class B common stock, par value $0.00001 per share, 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. As a result of the Transactions, including the merger, 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. In addition, New PubCo will be renamed “[ ]” immediately following the completion of the Transactions, including the merger.
Upon completion of the Transactions, including the merger, former securityholders of WWE common stock will own shares of New PubCo Class A common stock, which is expected to be listed for trading on the NYSE under the ticker symbol “TKO.” For further information on the rights of such shares, please read the section entitled “Summary of the Transaction Agreement— Transaction Consideration; Conversion of Shares; Exchange of Certificates” beginning on page 144 of this information statement/prospectus.
We have included in this information statement/prospectus important information about the Transactions, including the merger, and the transaction agreement (a copy of which is attached as Annex A). You should carefully read this information and the documents referred to therein in their entirety.
Please note that the delivery of the Written Consent is sufficient to adopt and approve the transaction agreement and the Transactions (including the merger) on behalf of stockholders of WWE. You are not being asked for a proxy, and you are requested not to send a proxy.
Q: Why is WWE proposing the Transactions?
A: The WWE Board has unanimously approved the transaction agreement and the transactions contemplated thereby, and determined that the transaction agreement and the transactions contemplated by the transaction agreement, are in the best interest of WWE and its stockholders. WWE believes that the Transactions, including the merger, will benefit WWE stockholders. For further information, please read the sections entitled “The Transactions—WWE’s Reasons for the Transactions; Recommendation of the WWE Board of Directors” beginning on page 95 of this information statement/prospectus.
Q: What will WWE stockholders receive in the Transactions?
A: At the effective time, each issued and outstanding share of WWE Class A common stock and WWE Class B 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, and all such converted shares will then cease to exist and will no longer be outstanding. For further information, please read the section entitled “Summary of the Transaction Agreement— Transaction Consideration; Conversion of Shares; Exchange of Certificates” beginning on page 144 of this information statement/prospectus.
Q: What will holders of WWE equity awards receive in the Transactions?
A: At the effective time, each award of WWE RSUs and WWE PSUs, including any dividend equivalent rights granted with respect thereof, that is outstanding immediately prior to the effective time will be converted into an equivalent award of restricted stock units or performance stock units of New PubCo, respectively, on the same terms and conditions as were applicable under the award of WWE RSUs or WWE PSUs immediately prior to the effective time (including any provisions for acceleration); provided, that, any applicable performance-vesting conditions will be equitably adjusted, as necessary, including by the WWE Compensation Committee in good faith, following consultation and reasonable consideration of comments from Endeavor and in a manner consistent with past practice, to take into account the effects, if any, of the Transactions, including the merger.
Prior to the effective time, the WWE Board (or an appropriate committee thereof) will take necessary actions such that any offering period under the WWE ESPP during which the effective time would otherwise have occurred will be deemed to have ended on the fifth business day prior to the closing date and each outstanding purchase right under the WWE ESPP will automatically be exercised on such date.
For further information, please read the section entitled “Summary of the Transaction Agreement— Transaction Consideration; Conversion of Shares; Exchange of Certificates” beginning on page 144 of this information statement/prospectus.
Q: Should I send in my share certificates now for exchange?
A: No, you should not send in your WWE share certificates now for exchange. At the effective time, each WWE share certificate will automatically be converted into an equivalent number of shares of New PubCo Class A common stock. Following the effective time, stockholders may request to exchange their WWE stock certificates for New PubCo stock certificates by contacting New PubCo’s transfer agent (as defined below). For further information, please read the section entitled “Summary of the Transaction Agreement— Transaction Consideration; Conversion of Shares; Exchange of Certificates” beginning on page 144 of this information statement/prospectus.
Q: Who will serve on New PubCo’s board of directors and as management?
A: The New PubCo Board will consist of 11 members who will be determined at a date prior to the closing of the Transactions, five of whom will be selected by WWE (the “WWE Designees”), of whom (x) two will be members of the WWE management team (one of whom will be Mr. McMahon) and (y) three will be independent, and six of whom will be selected by Endeavor (the “EDR Designees”), of whom (x) three will be members of the Endeavor management team or Endeavor directors (one of whom will be Ariel Emanuel (“Mr. Emanuel”)) and (y) three will be independent. As such, New PubCo will be a controlled company with a majority of New PubCo directors that will be independent.
Following the Closing, New PubCo is expected to be led by Mr. Emanuel as Chief Executive Officer (who is expected to also continue in his role as Chief Executive Officer of Endeavor); Mr. McMahon as Executive Chair of the New PubCo Board; Mark Shapiro (“Mr. Shapiro”) as 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 (“Mr. Schleimer”) as Chief Financial Officer (who is expected to also continue in his role as Deputy Chief Financial Officer of Endeavor); and Seth Krauss (“Mr. Krauss”) as Chief Legal Officer (who is expected to also continue in his role as Chief Legal Officer of Endeavor). For further information, please read the section entitled “Management and Directors of New PubCo After the Transactions” beginning on page 221 of this information statement/prospectus.
Q: What equity stake will WWE stockholders hold in New PubCo and HoldCo?
A: WWE stockholders will receive one share of New PubCo Class A common stock for each share of WWE common stock that they hold. As of the Closing, 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.
For further information, please read the section entitled “The Transactions—Ownership of New PubCo after the Transactions” beginning on page 84 of this information statement/prospectus.
Q: How do I calculate the value of the transaction consideration?
A: WWE stockholders will receive one share of New PubCo Class A common stock for each share of WWE common stock that they hold. As of the Closing, 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. The value of the transaction consideration the WWE stockholders will receive in the Transactions, including the merger, will therefore depend on the combined value of HoldCo and WWE at the effective time.
The values of WWE common stock and of HoldCo have fluctuated since the date of the announcement of the transaction agreement and will continue to fluctuate from the date of this information statement/prospectus until the date the Transactions, including the merger, are completed. Because the ownership percentages described above will not be adjusted to reflect any changes in the values of WWE common stock or HoldCo, the value of the transaction consideration may be higher or lower than the value of the WWE common stock on earlier dates. Therefore, until the completion of the Transactions, including the merger, the WWE stockholders will not know or be able to determine the value, on a fully diluted basis, of the New PubCo Class A common stock that they will receive pursuant to the transaction agreement.
On March 31, 2023, which was the last trading day before the public announcement of the Transactions, the closing price on the NYSE was $91.26 per share of WWE Class A common stock. On [ ], 2023, which was the latest practicable date before the printing of this information statement/prospectus, the closing price on the NYSE was $ [ ] per share of WWE Class A common stock.
Changes in the market price of WWE common stock may result from a variety of factors that are beyond the control of WWE, including, but not limited to, changes in their businesses, operations and prospects, regulatory considerations, governmental actions, and legal proceedings and developments. You are encouraged to obtain up-to-date market prices for shares of WWE common stock.
Q: What conditions must be satisfied to complete the Transactions, including the merger?
A: 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 “closing conditions.” These closing conditions include, among others:
• the adoption of the transaction agreement by WWE stockholders (which was satisfied by the delivery of the Written Consent);
• the completion of the Pre-Closing Reorganization;
• the absence of certain legal restraints that would prohibit or seek to prohibit the Transactions;
• the receipt of certain regulatory approvals;
• the approval for listing on the NYSE of the shares of New PubCo Class A common stock to be issued to WWE stockholders;
• the ancillary agreements being in full force and effect;
• the absence, since the date of the transaction agreement, of any event, change, occurrence or development that has had a material adverse effect on the business, financial condition or results of operations of WWE or HoldCo;
• delivery by Endeavor to WWE of certain required audited financial statements of HoldCo, and the operating income reflected in such financial statements not being less than a defined threshold (which was satisfied on April 23, 2023 by the delivery of such audited financial statements reflecting such level of operating income for the fiscal year ended December 31, 2022); and
• the prior mailing and effectiveness of the registration statement on Form S-4, of which this information statement/prospectus forms a part.
In addition, each of Endeavor’s and WWE’s respective obligations to complete the Transactions, including the merger, is subject to, among other conditions, the accuracy of the other party’s representations and warranties described in the transaction agreement (subject in most cases to “materiality” and “material adverse effect” qualifications) and the other party’s compliance with its covenants and agreements in the transaction agreement in all material respects.
For a more complete summary of the closing conditions that must be satisfied or waived prior to the completion of the Transactions, including the merger, please read the section entitled “Summary of the Transaction Agreement—Conditions to the Closing” beginning on page 170 of this information statement/prospectus.
Q: When do you expect the Transactions, including the merger, to be completed?
A: Endeavor and WWE are working to complete the Transactions, including the merger, as soon as possible. As described above, certain closing conditions must be satisfied or waived before Endeavor and WWE can complete the Transactions, including the merger. For further information, please read the section entitled “Summary of the Transaction Agreement—Conditions to the Closing” beginning on page 170 of this information statement/prospectus.
Assuming timely satisfaction or waiver of the closing conditions, the Transactions, including the merger, are expected to close in the second half of 2023. The closing date of the Transactions, including the merger, will be at least 20 business days after the mailing of this information statement/prospectus to WWE stockholders, in accordance with Rule 14c-2(b) promulgated under the Exchange Act.
Q: Is New PubCo expected to hold any assets other than the common units?
A: In addition to the common units, New PubCo is expected to hold an amount of cash that will be distributed by WWE LLC to New PubCo in connection with the closing of the Transactions, as further described immediately below.
Q: Does WWE expect to distribute cash to New PubCo?
A: Yes, WWE is permitted to distribute cash to New PubCo prior to the closing of the Transactions. It is expected that an amount of cash, if any, in excess of the WWE Minimum Cash Requirement (as defined in the transaction agreement) will be distributed by WWE LLC to New PubCo. For further information, please read the section entitled “Summary of the Transaction Agreement—Cash Distributions” beginning on page 143 of this information statement/prospectus.
Q: What happens if the Transactions, including the merger, are not completed?
A: If the Transactions, including the merger, are not completed for any reason, (1) WWE stockholders will not receive the transaction consideration, (2) WWE will remain an independent public company, (3) WWE Class A common stock will continue to be traded on the NYSE, (4) New PubCo, which is currently a direct, wholly owned subsidiary of WWE, will not become a publicly traded corporation, (5) the WWE RSUs and the WWE PSUs will not be converted into equivalent restricted stock units and performance stock units, respectively, of New PubCo, and (6) to the extent applicable, any then-current offering period under the WWE ESPP will remain outstanding through its original end date and will not be truncated.
As a result of the delivery of the Written Consent, no termination fees are payable in respect of the termination of the transaction agreement. For further information, please read the section entitled “Summary of the Transaction Agreement—Effect of Termination; Termination Fees; Expenses” beginning on page 174 of this information statement/prospectus.
Q: What approval by WWE stockholders is required to adopt the transaction agreement and, therefore, approve the Transactions, including the merger?
A: The adoption of the transaction agreement and, therefore, the approval of the Transactions, including the merger, required the affirmative vote of holders of a majority of the voting power of the shares of WWE common stock entitled to vote on such matters. On April 2, 2023, Mr. McMahon, 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 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, including the merger, 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 other WWE stockholder is required under applicable law, and WWE will not solicit the vote of WWE stockholders for the adoption of the transaction agreement or approval of the Transactions, including the merger and will not call a special meeting of WWE stockholders for purposes of voting on the adoption of the transaction agreement or approval of the Transactions, including the merger. For this reason, the accompanying information statement/prospectus is being provided to you for informational purposes only. You are not being asked for a proxy, and you are requested not to send a proxy.
For further information, please read the section entitled “Further Stockholder Approval Not Required” beginning on page 138 of this information statement/prospectus
Q: What are the expected United States federal income tax consequences of the transactions for holders of WWE Class A common stock?
A: For United States federal income tax purposes, the merger and the conversion are, taken together, intended to qualify as a reorganization under the provisions of Section 368(a) of the Code. Assuming that the merger and the conversion will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code, holders of WWE Class A common stock are not expected to recognize any gain or loss as a result of the merger and conversion.
For a more complete discussion of the United States federal income tax consequences of the Transactions, including the merger, please read the section entitled “Material United States Federal Income Tax Consequences” beginning on page 233 of this information statement/prospectus. Tax matters can be complicated, and the tax consequences of the Transactions, including the merger and the conversion, to a particular holder of WWE common stock will depend on such holder’s particular facts and circumstances. All securityholders of WWE should consult with their own tax advisors to determine the specific United States federal, state, or local or foreign income or other tax consequences of the Transactions, including the merger and the conversion, to them.
Q: Are stockholders of WWE entitled to dissenters’ or appraisal rights in connection with the Transactions?
A: No. Under Delaware law, holders of shares of WWE common stock will not have dissenters’ rights or appraisal rights in connection with the Transactions, including the merger. For more information, please read the section entitled “No Dissenters’ or Appraisal Rights” beginning on page 284 of this information statement/prospectus.
Q: Are there any important risks about the Transactions, including the merger, or WWE’s business of which I should be aware?
A: Yes, there are risks involved. WWE encourages you to carefully read in its entirety the section entitled “Risk Factors” beginning on page 31 of this information statement/prospectus.
Q: Who do I contact if I have further questions about the Transactions, including the merger, or the transaction agreement?
A: WWE stockholders who have questions about the Transactions, including the merger, or the transaction agreement or who desire additional copies of this information statement/prospectus or other additional materials should contact:
Attention: Investor Relations
World Wrestling Entertainment, Inc.
1241 East Main Street
Stamford, Connecticut 06902
Telephone: (203) 352-8600
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