Endeavor has revealed the directors of the newly formed TKO Group, which will become active when the merger is complete. The directors will be from both Endeavor and WWE, and will serve one-year terms until the next annual meeting of the stockholders and their successors are duly elected and qualified or until their resignation or removal. The list of directors was revealed in a new 715-page filing and highlighted by Wrestlenomics’ Brandon Thurston, and includes Vince McMahon, Ariel Emmanuel, Nick Khan, and more. You can find the full lineup of new directors for the TKO below, though WWE still has one more director to appoint.
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The new TKO directors include Vince McMahon, Ari Emanuel, Egon Durban, Nick Khan, Steve Koonin, Jonathan Kraft, Sonya Medina, Mark Shapiro, Carrie Wheeler, and Nancy Tellum. You can find an excerpt from the new filming below, and you can find the full 715-page filing right here.
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”). Upon completion of the Transactions, HoldCo plans to change its name to “TKO Operating Company, LLC” and New PubCo plans to change its name to “TKO Group Holdings, Inc.”
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 49.0% 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, 51.0% 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, subsidiaries of Endeavor are expected to collectively own 51.0% of the voting power of New PubCo and 51.0% of the economic interests in HoldCo, with former security holders of WWE common stock indirectly owning 49.0% of the economic interests in HoldCo, 49.0% of the voting power of New PubCo and 100.0% of the economic interests in New PubCo, in each case, on a fully diluted basis. As a result, New PubCo will be a “controlled company” under the corporate governance rules of the NYSE applicable to listed companies, and therefore will be permitted to, and intends to, elect not to comply with certain corporate governance requirements thereunder. See “Risk Factors- Risks Related to New PubCo’s Organization and Structure-New PubCo will be exempt from certain corporate governance requirements since it will be a “controlled company” within the meaning of NYSE rules, and as a result its stockholders will not have the protections af orded by these corporate governance requirements.” beginning on page 64 of this information statement/prospectus. Endeavor will be able to control any action requiring the general approval of New PubCo’s stockholders, including the election of the New PubCo Board, the adoption of amendments to its certificate of incorporation and stockholder amendments to its bylaws, and the approval of any merger or sale of substantially all of its assets, subject to the terms of the governance agreement described in “Summary of Certain Agreements Related to the Transactions-Governance Agreement” beginning on page 181 of this information statement/prospectus. 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.”
