WWE-UFC Merger Challenged In Lawsuit Alleging “Sham Sales Process” for Megadeal

Investors claim that WWE board members favored a merger with Endeavor's UFC to allow Vince McMahon to stay on as executive chairman of TKO Group.

Vince McMahon’s corporate coup that paved a path for him to force his way back onto the WWE board and merge the sports entertainment powerhouse with Endeavor’s UFC is back in the spotlight, with a lawsuit arguing that he ignored more lucrative offers at the expense of investors.

A suit, unsealed in the Delaware Court of Chancery on Nov. 22, alleges that McMahon pushed a “quick sale” of WWE to Endeavor chief Ari Emanuel, his “close friend and longtime ally” who proposed a sweetheart deal that allowed the wrestling mogul to stay on as executive chairman of TKO Group and avoid scrutiny in connection with sexual misconduct allegations that could’ve ousted him from the company. According to the complaint filed by investors, WWE board members “conjured up a sham sales process” designed to favor Endeavor and “exclude other bidders seeking to axe” McMahon, disregarding at least two all cash offers with betters terms.

The complaint extensively details McMahon’s turbulent tenure as head of WWE, culminating in September with the formation of TKO Group through a $21 billion merger between UFC and WWE. He had returned to the company in January after having stepped down as chief executive amid a sexual misconduct investigation into $17.4 million in hush money payments to four different women formerly employed by the company. McMahon, as WWE’s controlling stockholder, removed and replaced three then-serving board members with himself and former executives George Barrios and Michelle Wilson.

“If McMahon was found to have breached his duty of loyalty, WWE stockholders could have sought his removal as a director,” states the suit. “Such scrutiny appears to have prompted McMahon to seek a ‘quick’ sale of the Company that also allowed him to continue running WWE.”

WWE announced on the same day as McMahon’s return in January a review of strategic options. In a statement, he said that he wanted to lead any talks about a possible sale or rights negotiations himself. Investors claim that he immediately turned to Emanuel, his former agent whom he “knew would allow him to remain at the helm” of the merged entity. They say that both the process and price point were unfair, alleging there were betters deals on the table.

According to the complaint, this included undisclosed companies submitting cash offers at $95-$100 and $90-$97.50 per share. But because they contemplated cashing out WWE stockholders and barred McMahon from rolling over his shares, which would’ve signaled his “complete ouster” from the wrestling world, the board “never bothered to make” counterproposals, the suit states.

Instead, WWE exclusively negotiated with Endeavor, proposing an all-stock deal that was contingent upon McMahon serving as executive chairman of the combined company, the complaint says. Endeavor ultimately agreed, with it owning 51 percent of the post-deal firm and former WWE stockholders owning the remaining 49 percent. Investors allege that merger was consummated at $95.66 per share, which fell below two competing, all-cash offers. (Those WWE suitors were redacted in the complaint. But the companies were described as “major institutions with significant access to capital” that had “compelling reasons to close an acquisition of WWE.” One of them likely had “significant runway to increase its offer due to the outsized synergies it could generate in a combination with” the company, the suit says.)

“Not only did he secure a future for himself at post-merger WWE, McMahon also stuffed his pockets and those of his loyalists before agreeing to a deal,” states the complaint, which points to he and former chief executive Nick Kahn securing so-called golden parachutes, along with Khan, McMahon’s son-in-law and WWE chief content officer Paul Levesque (known professionally as “Triple-H”) and WWE president Frank A. Riddick getting a combined $25 million in cash bonuses.

The suit argues that the $21 billion price tag undervalues WWE. It’s “far below the offers” the board could’ve obtained from multiple other bidders had it “made any effort to negotiate in good faith,” investors claim.

According to the complaint, McMahon and his allies on the board “timed negotiations” to favor a deal with Endeavor, including by providing early due diligence and backchanneling information to the company so that it was able to make an early offer. During this process, WWE only secured a budget for UFC’s current fiscal year rather than insisting on a full set of multi year projections, as is customary, despite agreeing to merger consideration that depended on valuing UFC accurately, the suit says. By rushing to secure a merger with Endeavor without conducting adequate due diligence, investors argue the board got an unfavorable deal in agreeing to a 51-49 split.

The complaint, filed by an Ohio pension fund, names McMahon, Khan, Levesque, Barrios and Wilson, among others. It contains various claims for breach of contract and seeks to represent all stockholders who cashed out their shares in the merger.

WWE didn’t respond to a request for comment.

source: Hollywood Reporter