WWE SEC Filing 5/12/23 notes

[Chris]

Here are notes from WWE’s SEC filing filed on Friday afternoon.

As part of their acquisition by Endeavor, the company will merge with the UFC to form a new public company. In their SEC filing, the company was referred to as “New Whale Inc.”. However, it was noted in the filing that the name is temporary, and that the name will be changed prior to the completion of the acquisition.

It was additionally noted in the document that Vince McMahon, who forced himself back into the company in January, paid $1.65 million in plaintiff attorney fees associated a the lawsuit filed against him for forcing himself back on WWE’s board.

The SEC filing notes:

In lieu of an application for attorneys’ fees and expenses and after engaging in arms’-length negotiations, McMahon agreed to make a payment to plaintiffs’ counsel in the amount of $1,650,000 in attorneys’ fees (inclusive of expenses). The Court has not been asked to review, and will pass no judgment on, the payment of a fee or its reasonableness.

In addition, the SEC filing listed the estimated amount WWE executives would receive following the completion of the transaction. That includes Vince McMahon ($16,027,770), Nick Khan ($72,023,451), Paul Levesque ($25,625,995), Chief Financial Officer Frank Riddick III ($20,117,225), Kevin Dunn ($31,880,058), and Chief Human Resources Officer Suzette Ramirez-Carr ($3,356,150).

Stephanie McMahon was also listed as an executive, but the filings noted that she would not receive any compensation from the acquisition:

Ms. McMahon formerly served as WWE’s Co-Chief Executive Officer through January 10, 2023 and is not a current employee of WWE. She does not hold any outstanding WWE equity awards and is no longer party to arrangements pursuant to which she could receive cash or severance payments and benefits in connection with the Transactions, including the merger.

Regarding the event of a termination of one of the executive officers, the filing said:

Under the applicable agreement with WWE, in the event of a qualifying termination, the named executive officers, other than Ms. McMahon and Mr. Dunn, are entitled to receive a lump-sum cash payment in the amount of (i) 2x base salary for Messrs. McMahon and Khan, (ii) 1.5x base salary for Messrs. Riddick and Levesque and (iii) 1x base salary for Ms. Ramirez-Carr. Under WWE’s severance policy, Mr. Dunn is entitled to receive 12 months of base salary continuation. As of the date of this information statement/prospectus, Ms. McMahon is not party to any contractual arrangement with WWE pursuant to which she could receive cash or severance payments and benefits in connection with a qualifying termination.

Endeavor announced the acquisition of WWE last month. The deal is expected to be finalized later this year.

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