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April 28, 2020

WWE Hit With Multiple Lawsuits On Behalf Of Shareholders, Top WWE Officials Named

WWE and top company officials have been hit with multiple lawsuits on behalf of shareholders.

The class actions mention WWE's recent history with the Kingdom of Saudi Arabia, and make several accusations against top executives in the company, who are named.

The Gross Law Firm recently filed a lawsuit on behalf of shareholders, accusing the company of making "materially false and/or misleading statements and/or failing to disclose" that they perpetrated a fraudulent scheme. The suit noted that investors would've been affected between February 7, 2019 and February 5, 2020. Full details on the suit are here. The press release on the class action reads like this:

"A class action has commenced on behalf of certain shareholders in World Wrestling Entertainment, Inc. The filed complaint alleges that defendants made materially false and/or misleading statements and/or failed to disclose that: Defendants perpetrated a fraudulent scheme which: (i) deceived the investing public regarding WWE's business and prospects; (ii) artificially inflated the price of WWE Class A common stock; (iii) permitted certain senior executives of WWE to sell more than $282 million worth of their personally held shares at fraud inflated prices; and (iv) caused the public to purchase WWE Class A common stock at artificially inflated prices."


The Levi & Korsinsky firm also filed a similar lawsuit, seen here.Their alert on the suit reads like this:

"The complaint alleges that World Wrestling Entertainment, Inc. violated federal securities laws by issuing materially false and/or misleading information and/or failing to disclose material information."

The Glancy Prongay & Murray firm also filed suit against WWE. Details on their class action can be seen here.Part of their suit reads like this:

On April 25, 2019, WWE reported that for first quarter 2019, revenue declined year-over-year, notably in the live events and consumer products segments. Though the Company attributed the decline to the absence of certain "Super Stars," several analysts connected the results to difficulties securing a media rights deal for the Middle East and North Africa ("MENA") region with the Kingdom of Saudi Arabia.

On this news, the Company's share price fell $13.12 per share, or over 13%, to close at $85.38 per share on April 25, 2019, thereby injuring investors.

Then, on October 31, 2019, in connection with the Company's third quarter 2019 financial results, WWE lowered its fiscal 2019 adjusted OIBDA guidance to a range of $180 million to $190 million, stating that "no assurances" could be made that a media rights deal for the MENA region would ever be completed.

On this news, the Company's share price fell $10.40 per share, or over 15%, to close at $65.04 per share on October 31, 2019, thereby injuring investors further.

Then, on January 30, 2020, WWE announced the departures of WWE Co-Presidents George A. Barrios and Michelle D. Wilson.

On this news, the Company's share price fell $13.42 per share, or over 21%, to close at $48.88 per share on January 31, 2020, thereby injuring investors further.

Finally, on February 6, 2020, WWE reported adjusted OIBDA of only $180 million due to the failure to complete a media rights deal for the MENA region.

On this news, the Company's share price fell $4.50 per share, or over 9%, to close at $44.50 per share on February 6, 2020, thereby injuring investors further.

The complaint filed in this class action alleges that throughout the Class Period, Defendants made materially false and/or misleading statements, as well as failed to disclose material adverse facts about the Company's business, operations, and prospects. Specifically,Defendants failed to disclose to investors: (1) that they were experiencing rising tension with the Saudi government and a breakdown in negotiations over a renewed broadcasting distribution deal; (2) that the Saudi government and its affiliates had failed to make millions of dollars in payments owed to WWE pursuant to existing contractual commitments between the parties, including at least $60 million owed in connection with the June 2019 SuperShowDown event; (3) that the Orbit Showcase Network ("OSN") had terminated the broadcast of WWE programming in the first quarter of 2019 despite a contractual obligation to continue such broadcasts and this cancellation was symptomatic of a deterioration in the business relationship between the parties; (4) that the OSN had rebuffed efforts to renew a distribution rights agreement on terms acceptable to WWE, and such renewal was unlikely to occur in 2019, if ever; (5) that WWE did not have the ability to expand its operations in the Middle East or within Saudi Arabia as had been represented to investors; (6) that the OSN had refused to restart the broadcast of WWE programming despite a contractual obligation to continue such broadcasts; and(7) as a result, Defendants' public statements were materially false and/or misleading at all relevant times.

Kessler Topaz Meltzer & Check has also filed an investor class action against WWE. Full details on that filing are here.The action also mentions WWE and their working relationship with the Kingdom of Saudi Arabia. Part of the release reads like this and alleges "behind-the-scenes turmoil" in the company:

WWE is an integrated media and entertainment company that is primarily known for its scripted professional wrestling shows. The Kingdom of Saudi Arabia is a country in Western Asia constituting the bulk of the Arabian Peninsula. Beginning in 2014, the Saudi government began hosting several WWE live events, which were very lucrative for WWE. Orbit Showcase Network ("OSN") is a direct-broadcast satellite provider serving the Middle East and North Africa ("MENA") region. On July 21, 2014, WWE and OSN announced afive-year exclusive media agreement, stating that "WWE's flagship television program Monday Night Raw [would] air live on OSN, WWE's exclusive pay TV partner in [MENA] through 2019." On February 15, 2015, WWE and OSN jointly issued a release stating they were adding WWE Network to the five-year agreement as part of an expanded partnership. Then, in March 2018, the Saudi Press Agency announced that WWE and the Saudi General Sports Authority had signed a 10-year multi-platform partnership with WWE to hold wrestling events in the country. Analysts estimated the partnership was worth about $500 million to WWE.

However, by at least early 2019, tensions in the relationship between WWE and the Saudi government had reached a breaking point. The Saudi government had refused to make millions of dollars in payments owed to WWE. Further, OSN was contemplating the early termination of its obligations under its broadcasting agreement (ultimately terminated in March 2019) and had rebuffed WWE's efforts to renew the agreement. These developments threatened WWE's ability to reach a renewed media agreement in 2019, which WWE told investors was critical to its expansion plans in the MENA region and its growth prospects. Moreover, WWE was facing withering consumer engagement in its traditional markets. Rather than disclose these adverse developments, the defendants represented that WWE had continued to bolster its relationship with Saudi Arabia and was making significant progress on the renewal of the critical media agreement and its business initiatives in the country.

The behind-the-scenes turmoil began to be revealed in a series of partial disclosures. On April 25, 2019, WWE reported disappointing first quarter 2019 financial results and lower than expected guidance for the second quarter, revealing that revenues had fallen year over year on notable declines in the live events and consumer products segments. Several analysts tied the disappointing results and guidance to potential delays in scheduling a live Saudi event. Following this news, the price of WWE's Class A common stock declined more than $13 per share, or 13%, to close at $85.38 per share on April 25, 2019. Then on October 31, 2019, WWE held the Crown Jewel live event in Riyadh, Saudi Arabia. After the event ended, news reports surfaced claiming that the Saudi government was effectively holding a number of WWE wrestlers "hostage" in retaliation for WWE's decision to delay a live broadcast of Crown Jewel until the Saudis made tens of millions of dollars in past due payments. Estimates for the amount outstanding ranged from$60 million to $500 million. Following this news, the price of WWE's Class A common stock declined more than $10 per share, or 15%, to close at $56.04 per share on October 31, 2019.

Finally, on an earnings call on February 6, 2020 to discuss disappointing financial results and guidance, WWE confirmed that its 2020 financial guidance did not include any revenues related to a prospective MENA deal. Following this news, the price of WWE's Class A common stock declined another $4.50 per share, or 9%, to close at $44.50 per share on February 6, 2020.

The complaint alleges that, throughout the Class Period, the defendants made false and/or misleading statements and/or failed to disclose that: (a) WWE was experiencing rising tension with the Saudi government and a breakdown in negotiations over a renewed broadcasting distribution deal; (b) the Saudi government and its affiliates had failed to make millions of dollars in payments owed to WWE pursuant to existing contractual commitments between the parties; (c) OSN had terminated the broadcast of WWE programming in the first quarter of 2019 and that this cancellation was symptomatic of a deterioration in the business relationship; (d) WWE did not have the ability to expand its operations in the Middle East or within Saudi Arabia as had been represented to investors;and (e) that as a result of the foregoing, the defendants' statements about WWE's business metrics and financial prospects during the Class Period were materially false and misleading and/or lacked a reasonable basis.

Another similar lawsuit was recently filed by Ryan Merholz and Melvyn Klein. Their suit is against WWE, Vince McMahon, Paul Levesque (Triple H), Stephanie McMahon, Frank Riddick III, George Barrios, Stuart Goldfarb, Laureen Ong, Robyn Peterson, Alan Wexler,Man Jit Singh, and Jeffery Speed.

This lawsuit also alleges that WWE executives were involved in several acts that were not in the best interests of shareholders. Complaints made in the 44-page filing, which can be seen below, include breach of fiduciary duties, waste of corporate assets, unjust enrichment, making false statements, misleading the investing public regarding WWE's business and prospects, permitting certain senior executives of WWE to sell more than $282 million worth of their personally held shares of Company stock at inflated prices,and more. The suit also alleges growing problems between WWE and the Saudis, which analysts claim is connected to disappointing financial results. The filing includes a timeline of events, which lists the rumored incident and travel debacle following WWE CrownJewel 2019. The filing includes the following on that rumored incident:

"That same day, WWE held the Crown Jewel live event in Riyadh, Saudi Arabia. After the event ended, shocking news reports surfaced claiming that the Saudi government was effectively holding a number of WWE wrestlers "hostage" in retaliation for McMahon's decision to delay a live broadcast of Crown Jewel until the Saudis made tens of millions of dollars in past due payments. Estimates for the amount outstanding ranged from $60 million to as much as $500 million. Several wrestlers detailed their experience during the ordeal on social media platforms"

WWE has been hit with similar lawsuits over the years.


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