--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-233499" form_type: "8-K" ticker: null cik: "0001091907" company_name: "WORLD WRESTLING ENTERTAINMENT, LLC" filed_at: "2023-09-12T23:59:59+00:00" generated_at: "2026-06-10T19:54:55.897644+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # WWE completes merger with Endeavor's UFC; now TKO Group Holdings, listing under TKO on NYSE ## Summary - 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. ## SEC filing metadata - accession: 0001193125-23-233499 - form_type: 8-K - cik: 0001091907 - company_name: WORLD WRESTLING ENTERTAINMENT, LLC - filed_at: 2023-09-12T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 1.02, 2.01, 3.01, 3.03, 5.03, 5.01, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1091907/000119312523233499/0001193125-23-233499-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1091907/000119312523233499/d519698d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-233499 - JSON: https://secwatch.observer/filing/0001193125-23-233499.json - Plain text: https://secwatch.observer/filing/0001193125-23-233499.txt ## Key facts - Executive change Nick Khan departed as Director at WORLD WRESTLING ENTERTAINMENT, LLC. - Action: ceased to be - Role: Director source text: Nick Khan ceased to be a director of WWE evidence_url: https://www.sec.gov/Archives/edgar/data/1091907/000119312523233499/0001193125-23-233499-index.htm - Executive change Nick Khan was appointed as Director at WORLD WRESTLING ENTERTAINMENT, LLC. - Action: became - Role: Director source text: Nick Khan became the sole director of WWE evidence_url: https://www.sec.gov/Archives/edgar/data/1091907/000119312523233499/0001193125-23-233499-index.htm - Executive change Nick Khan was appointed as President at WORLD WRESTLING ENTERTAINMENT, LLC. - Action: appointed - Role: President source text: Nick Khan was appointed President of WWE LLC evidence_url: https://www.sec.gov/Archives/edgar/data/1091907/000119312523233499/0001193125-23-233499-index.htm - Governance Changes WORLD WRESTLING ENTERTAINMENT, LLC: Conversion of WWE from a Delaware corporation to a Delaware limited liability company. - Change: charter amendment source text: WWE converted into a Delaware limited liability company. evidence_url: https://www.sec.gov/Archives/edgar/data/1091907/000119312523233499/0001193125-23-233499-index.htm - M&A Transactions 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 source text: (“ WWE ”), TKO Group Holdings, Inc. (f/k/a New Whale Inc.) (“ TKO ”), and Whale Merger Sub Inc. evidence_url: https://www.sec.gov/Archives/edgar/data/1091907/000119312523233499/0001193125-23-233499-index.htm - Material Agreements 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 source text: 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 ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1091907/000119312523233499/0001193125-23-233499-index.htm - Material Agreements 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 source text: 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). evidence_url: https://www.sec.gov/Archives/edgar/data/1091907/000119312523233499/0001193125-23-233499-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.