8-K
filed September 12, 2023, 7:59 PM ET
CIK 0001091907
M&A
confidence high
sentiment neutral
materiality 1.00
WORLD WRESTLING ENTERTAINMENT, LLC: M&A transaction — WWE completes merger with Endeavor's UFC; now TKO Group Holdings, listing under TKO on NYSE
WORLD WRESTLING ENTERTAINMENT, LLC
- Each outstanding WWE Class A and B share converted into one share of TKO Class A common stock, effective September 12, 2023.
- WWE Class A common stock delisted from NYSE; TKO Class A common stock begins trading under ticker 'TKO' on September 12.
- Nick Khan becomes sole director of WWE (pre-merger) and then President of WWE LLC after conversion; other officers and directors resigned.
- WWE's $4.2M aggregate principal of 3.375% convertible notes due 2023 modified; conversion rate changed to 40.1405 units of TKO Class A stock.
- WWE's Amended and Restated Credit Agreement terminated upon closing of the Transactions.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Nick Khan departed as Director at WORLD WRESTLING ENTERTAINMENT, LLC.
- Action
- ceased to be
- Role
- Director
Exact text from the filing
Nick Khan ceased to be a director of WWE
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Nick Khan was appointed as Director at WORLD WRESTLING ENTERTAINMENT, LLC.
- Action
- became
- Role
- Director
Exact text from the filing
Nick Khan became the sole director of WWE
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Nick Khan was appointed as President at WORLD WRESTLING ENTERTAINMENT, LLC.
- Action
- appointed
- Role
- President
Exact text from the filing
Nick Khan was appointed President of WWE LLC
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
WORLD WRESTLING ENTERTAINMENT, LLC: Conversion of WWE from a Delaware corporation to a Delaware limited liability company.
- Change
- charter amendment
Exact text from the filing
WWE converted into a Delaware limited liability company.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
WORLD WRESTLING ENTERTAINMENT, LLC underwent a change of control involving TKO Group Holdings, Inc. for one share of TKO Class A Common Stock (closed 2023-09-12).
- Action
- change of control
- Counterparty
- TKO Group Holdings, Inc.
- Consideration
- one share of TKO Class A Common Stock
- Closing
- 2023-09-12
Exact text from the filing
(“ WWE ”), TKO Group Holdings, Inc. (f/k/a New Whale Inc.) (“ TKO ”), and Whale Merger Sub Inc.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
WORLD WRESTLING ENTERTAINMENT, LLC entered into First Supplemental Indenture to Indenture dated December 16, 2016 with U.S. Bank Trust Company, National Association valued at Approximately $4.2 million aggregate principal amount of the 3.375% Convertible Senior Notes due 202 (effective 2023-09-12).
- Action
- entry
- Agreement
- notes offering
- Counterparty
- U.S. Bank Trust Company, National Association
- Value
- Approximately $4.2 million aggregate principal amount of the 3.375% Convertible Senior Notes due 202
- Effective
- 2023-09-12
Exact text from the filing
On the Closing Date, WWE, TKO and U.S. Bank Trust Company, National Association, as trustee (the “ Trustee ”), entered into the First Supplemental Indenture (the “ First Supplemental Indenture ”) to the Indenture, dated as of December 16, 2016 (the “ Indenture ”), between WWE and the Trustee, relating to WWE’s 3.375% Convertible Senior Notes due 2023 (the “ Notes ”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
WORLD WRESTLING ENTERTAINMENT, LLC terminated Amended and Restated Credit Agreement dated May 24, 2019 with JPMorgan Chase Bank, N.A. valued at Terminated in connection with consummation of the Transactions (effective 2023-09-11).
- Action
- termination
- Agreement
- credit facility
- Counterparty
- JPMorgan Chase Bank, N.A.
- Value
- Terminated in connection with consummation of the Transactions
- Effective
- 2023-09-11
Exact text from the filing
on September 11, 2023, WWE terminated the Amended and Restated Credit Agreement, dated as of May 24, 2019, by and among WWE, as borrower, the subsidiary guarantors from time to time party thereto, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, restated, supplemented or otherwise modified).
View on SEC.gov
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