Endeavor owns 51% of newly created sports and entertainment company, Vince McMahon holds 16.4%
Pictured above: Endeavor CEO Ari Emanuel, center, and president Mark Shapiro, center left, and others from UFC and WWE ring the NYSE bell on Sept. 12 to mark the debut of TKO shares (Courtesy of Endeavor)
The marriage of UFC and WWE is complete: Endeavor and WWE announced the close of their deal to create TKO Group Holdings, merging the wrestling entertainment company and MMA leader UFC.
The hope is that by tag-teaming as a unified force, UFC and WWE together will become stronger than they could be separately. TKO together boasts more than 1 billion fans around the world, reaching viewers in 180 countries, and producing more than 350 annual live events. The company’s new website is at tkogrp.com.
Shares in TKO will begin trading Tuesday (Sept. 12) on the New York Stock Exchange under the ticker symbol “TKO.” Endeavor holds a 51% controlling interest in the new company and existing WWE shareholders hold a 49% interest on a fully diluted basis. With the launch of TKO, WWE shares will cease trading on the NYSE; WWE closed up 2.7% Monday, to $100.65/share. The price of TKO shares is pegged to WWE’s stock price, which has factored in the cutover to the new issue.
Vince McMahon, former CEO of WWE, assumes the role of executive chairman of TKO Group. Under the terms of the deal, McMahon — who was WWE’s controlling shareholder — will own 16.4% of the economic interests in TKO (and 16.4% of the voting power in the new entity). McMahon stepped down as WWE’s chief executive in 2022 amid an investigation by the company’s board into alleged hush-money payments to women who accused him of sexual misconduct. McMahon returned to the company in January 2023 as executive chairman to head up efforts to sell WWE.
According to Endeavor, the TKO deal will result in an estimated $50 million to $100 million in annualized run-rate cost synergies, including by migrating WWE to Endeavor’s back-office infrastructure. The cost-savings target presumably will also include layoffs at UFC and WWE but the companies have not announced details about job cuts at this point. In addition, TKO will “leverage Endeavor’s expertise” in areas including domestic and international media rights, ticket sales and yield optimization, event operations, global partnerships, licensing and premium hospitality “to drive revenue growth,” the companies said.
“The creation of TKO marks an exciting new chapter for UFC and WWE as leaders in global sports and entertainment,” Endeavor CEO Ariel Emanuel, who also serves as CEO of TKO, said in a prepared statement. “Given their continued connectivity to the Endeavor network, we are confident in our ability to accelerate their respective growth and unlock long-term sustainable value for shareholders. With UFC and WWE under one roof, we will provide unrivaled experiences for more than a billion passionate fans worldwide.”
On a pro-forma basis, TKO had $2.43 billion in revenue for 2022 (with UFC representing $1.14 billion of that and WWE accounting for $1.29 billion) and net income of $351.8 million after accounting adjustments. TKO will assume $2.73 billion in debt from UFC, taking that off Endeavor’s balance sheet. With the deal closed, Endeavor’s debt-to-equity ratio will be about 2.8X while TKO will be 2.5X levered.
In addition Emanuel serving as TKO’s CEO, the new company’s management team comprises Mark Shapiro as president and COO (who continues as president and chief operating officer of Endeavor); CFO Andrew Schleimer (previously UFC’s chief financial officer); and chief legal officer Seth Krauss, who continues as chief legal officer of Endeavor.
Dana White is now CEO of UFC, and Lawrence Epstein remains senior executive VP and COO of UFC. Nick Khan continues at WWE in the role of president (after serving as CEO) and will have a seat on TKO’s board.
With the transaction, Emanuel received a grant of restricted stock units in TKO Class A common stock worth $40 million (which will vest in four equal installments on each of the one-year, two-year, three-year and four-year anniversaries of the closing date, subject to his continued employment). Shapiro received a grant of RSUs of TKO stock equal to $6.25 million (to vest on the one-year anniversary of the closing date, subject to his continued employment).
In addition, WWE execs who will receive “sale bonus” cash payments in connection with the TKO deal include Khan ($15 million), Kevin Dunn, executive producer and chief, global television distribution ($7 million), chief content officer Paul “Triple H” Levesque ($5 million) and CFO Frank Riddick ($5 million).
McMahon said in a statement, “This is the culmination of a decades-long partnership between Endeavor and WWE across strategic initiatives including talent representation and media rights. Given our collaborative, trusted relationship and Endeavor’s incredible track record of success growing UFC, we believe WWE is optimally positioned for future growth and success as part of TKO. Our focus remains on delivering for our fans across the globe as we take the business to the next level alongside UFC and Endeavor.”
As CEO of WWE, McMahon made payments totaling $19.6 million dating back to 2007 related to the alleged misconduct, the company had disclosed. WWE said McMahon had taken a medical leave in July after undergoing spinal surgery. Also in July, federal law enforcement agents executed a search warrant and served a federal grand jury subpoena on McMahon in connection with the sexual-misconduct investigation, and demanded legal documents from WWE concerning the probe. In an Aug. 2 filing, WWE noted that no charges have been brought in these investigations.
TKO’s 11 board of directors are:
Vince McMahon, executive chairman
Ari Emanuel, CEO
Mark Shapiro, president/COO
Nick Khan, WWE president
Peter Bynoe, senior adviser at multinational law firm DLA Piper
Egon Durban, co-CEO of private-equity firm Silver Lake
Steven Koonin, CEO of the Atlanta Hawks
Jonathan Kraft, president of the Kraft Group and president of the New England Patriots
Sonya Medina Williams, president and CEO of Reach Resilience
Nancy Tellem, executive chairperson and chief media officer of interactive-video company Eko
Carrie Wheeler, CEO and board member of Opendoor Technologies
Morgan Stanley and Goldman Sachs served as financial advisers to Endeavor, Latham & Watkins served as legal adviser to Endeavor, and Alvarez & Marsal served as integration adviser to Endeavor. The Raine Group served as lead financial adviser to WWE, alongside J.P. Morgan and Moelis & Co; Paul, Weiss, Rifkind, Wharton & Garrison served as legal adviser to WWE, and Kirkland & Ellis served as legal adviser to McMahon, WWE’s controlling stockholder.
Variety's Todd Spangler contributed to this post.
https://variety.com/2023/tv/news/wwe-ufc-deal-closes-tko-group-1235719908/
