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

WWE Board Members George Barrios And Michelle Wilson Announce New Venture

Following their departure from WWE in 2020, wrestling fans probably thought they had heard the last of George Barrios and Michelle Wilson. Now it seems they can't stop hearing about them. Barrios and Wilson made their sudden return to WWE's Board of Directors in January, following VInce McMahon's re-ascension to Chairman, and now they're making more moves, this time with NBA great Carmelo Anthony. In a press release on Friday, Barrios, Wilson, and Anthony launched Isos7 Sports Investment, a new venture looking to "provide growth capital, targeting $50 million to $100 million per investment, to a diversified portfolio of sports leagues, teams, emerging properties, and ancillary businesses in North America, Europe, and pan-Asia." It was also noted that the venture is looking to have access to over $750 million in capital.

"We believe sports assets will continue to benefit from global macro tailwinds and secular industry trends driving significant, predictable, and stable growth," Barrios and Wilson explained. "We are thrilled to partner with Carmelo, a trailblazer for athletes in investing, business development, and philanthropy. We have a shared vision for how a new wave of diverse investors will identify global growth opportunities and impact the marketplace."

In addition to Barrios, Wilson, and Anthony, the venture will also see Brian Flinn serve as a partner for Isos7, with Flinn overseeing investment and operation teams. Flinn is connected to both Anthony and Barrios/Wilson; he previously worked with Anthony's former team, the New York Knicks, served as the former SVP & Global Head of Marketing for the NBA, and was also Chief Marketing Officer at WWE. As of this writing, it's unclear what effect, if any, this new venture will have on Barrios or Wilson's duties as part of WWE's Board.

WWE Shareholders Considering Lawsuit In Response To Vince McMahon’s Return

Vince McMahon‘s return to WWE might lead to a lawsuit.

McMahon officially returned to the WWE Board of Directors on January 6, just a few months after the former CEO retired amid a WWE board investigation into allegations of sexual misconduct and hush money. The day before, McMahon confirmed his intention to return and participate in negotiations for media rights deals, and WWE announced his return on Friday. McMahon’s comeback came with a shakeup to the WWE board. An SEC filing revealed that JoEllen Lyons Dillon, Jeffrey R. Speed, and Alan M. Wexler were removed, while Michelle Wilson and George Barrios returned to the board. WWE also announced that Ignace Lahoud and Man Jit Singh resigned from the board.

In an update, Dave Scherer of PWInsider shared an email that was sent to a friend, who is a party in the WWE shareholder derivative lawsuit that Scott and Scott filed after the allegations against McMahon first became public in June 2022. In the email, the lawyers note that they believe there is “enough of a basis to bring a breach of fiduciary lawsuit”, and they hope to file a complaint against McMahon, and potentially other officers for breaching their duties to the company and the shareholders.

A friend of mine, who is a party in the WWE shareholder derivative suit that was filed last June by Scott and Scott after the NDA allegations against Vince McMahon surfaced, sent me the following update email that he received today from the lawyers (with names redacted to ensure privacy):

I hope you had a great holiday season. I’m writing with an update on WWE. We have been working with the company for several months and have received several internal documents, which we have been reviewing. We expect to get an additional batch of documents this week.

You also may have seen the news this past week about Vince McMahon forcing his way back onto the board, along with a major board shakeup. As a result, we believe there is enough of a basis to bring a breach of a fiduciary lawsuit. We hope to file a complaint against McMahon and possibly other directors/officers for breaching their duties to WWE and its shareholders. We should have a draft for you to review in the next couple of days.

It will also require a signature on a one-page verification which we will also send. In the meantime, do you have a phone number we could use in case we need to contact you that way? Please let me know if you have any questions about anything.

WWE is providing the following update regarding the composition of its Board of Directors and the exploration of strategic alternatives

Today, we announce that the founder of WWE, Vince McMahon, will be returning to the Board,” said Chairwoman & Co-CEO Stephanie McMahon, Co-CEO Nick Khan and Chief Content Officer Paul Levesque. “We also welcome back Michelle Wilson and George Barrios to our Board of Directors. Together, we look forward to exploring all strategic alternatives to maximize shareholder value.”

As Vince McMahon stated yesterday, “WWE has an exceptional management team in place, and I do not intend for my return to have any impact on their roles, duties, or responsibilities."

In connection with the change in the composition of the Board of Directors and in cooperation with Vince McMahon as majority shareholder, the Company intends to undertake a review of its strategic alternatives with the goal being to maximize value for all WWE shareholders. There is no assurance that this process will result in a transaction.

Vince McMahon, in his capacity as controlling shareholder of the Company, has removed JoEllen Lyons Dillon, Jeffrey R. Speed and Alan M. Wexler from the Board. Vince McMahon, George Barrios and Michelle Wilson have been added to the Board to fill the resulting vacancies.

The Board currently consists of:

Vince McMahon

Stephanie McMahon

Nick Khan

Paul Levesque

Steve Koonin

Michelle McKenna

Steve Pamon

George Barrios

Michelle Wilson

Ignace Lahoud and Man Jit Singh have resigned from the Board, effective today.

Vince McMahon Trying To Get Back Into WWE For Media RIghts Negotiations

According to Lauren Thomas of the Wall Street Journal, Vince McMahon is planning to return to WWE in order to pursue a sale of the business. McMahon has reportedly told the company that he is electing himself and former co-presidents and directors, Michelle Wilson and George Barrios, to the board.

This move will require three current directors to vacate their positions.

Previous attempts for McMahon to be reinstated have been rebuffed by the board and he will need board approval if he assumes the role as executive chairman, which he reportedly expects to do.

McMahon still has majority voting power due to his ownership of WWE Class B stock.

The report goes on to state the board responded last month in a letter to Mr. McMahon that it was prepared to initiate a review process and would welcome working with him on it. It was reportedly unanimously agreed that Mr. McMahon’s return to the business wouldn’t be in shareholders’ best interest.

McMahon has reportedly communicated to the board that unless he has direct involvement as executive chairman from the outset of a strategic review, he won’t support or approve any media-rights deal or sale.

WWE media rights for WWE Raw and WWE SmackDown are reportedly set to be negotiated in the near future as the contracts for both shows end in 2024.

Vince McMahon sent out the following press release:

GREENWICH, Conn., Jan. 5, 2023 /PRNewswire/ -- Vince McMahon, the founder and controlling shareholder of World Wrestling Entertainment Inc. ("WWE" or the "Company") (NYSE: WWE), announced today that he has taken necessary actions to position the Company to capitalize on a unique opportunity to maximize long-term value for all WWE shareholders. The actions, communicated to WWE's Board of Directors today via written consent, include the election to the Board of Mr. McMahon, as well as Michelle Wilson and George Barrios – former WWE Co-Presidents and Board members, and currently the Co-Founders and Co-CEOs of Isos Capital Management – and the requisite removal from the Board of three directors. Mr. McMahon expects to assume the role of Executive Chairman of the Board.

Mr. McMahon's new role will enable unified decision making through the Company's upcoming media rights negotiations and a parallel full review of the Company's strategic alternatives, which Mr. McMahon believes is the right course of action and in the best interests of WWE and WWE shareholders amidst the current dynamics in the media and entertainment industry. As Mr. McMahon has communicated to the Board, he believes there is a narrow window of opportunity to create significant value for all shareholders and that to do so, the strategic alternatives review must occur in tandem with the media rights negotiations. He also expressed to the Board that he believes these two initiatives require Mr. McMahon's direct participation, leadership, and support as controlling shareholder.

"WWE is entering a critical juncture in its history with the upcoming media rights negotiations coinciding with increased industry-wide demand for quality content and live events and with more companies seeking to own the intellectual property on their platforms," said Mr. McMahon. "The only way for WWE to fully capitalize on this opportunity is for me to return as Executive Chairman and support the management team in the negotiations for our media rights and to combine that with a review of strategic alternatives. My return will allow WWE, as well as any transaction counterparties, to engage in these processes knowing they will have the support of the controlling shareholder."

Prior to delivering written consent, Mr. McMahon sent two separate letters to the Board in late December in which he expressed the urgency of his return to the Company as Executive Chairman and his desire to work collaboratively with the Board and management team. Following conversations with representatives of the Company both before and after Mr. McMahon's most recent letter on December 31, Mr. McMahon determined, consistent with his rights as controlling shareholder, that the steps announced today are necessary to maximize value for all WWE shareholders.

In conjunction with the changes to WWE's Board, Mr. McMahon's written consent also includes certain amendments to the Company's bylaws to ensure that WWE's corporate governance continues to properly enable and support shareholder rights. These changes will be detailed in a Schedule 13D amendment to be filed by Mr. McMahon and a Form 8-K to be filed by the Company in the coming days.

bylaws to ensure that WWE's corporate governance continues to properly enable and support shareholder rights. These changes will be detailed in a Schedule 13D amendment to be filed by Mr. McMahon and a Form 8-K to be filed by the Company in the coming days.

No assurances can be given regarding the outcome or timing of the review process. Mr. McMahon does not intend to comment further until the process has concluded or Mr. McMahon has otherwise determined that further disclosure is appropriate or required.

McMahon has stated that he remains willing to continue working to complete any reimbursement for reasonable expenses related to the investigation, to the extent they aren’t covered by insurance.

McMahon reportedly also declined the offer to not return to the company.

Source: fightful.com

Former WWE Co-Presidents George Barrios And Michelle Wilson Launch New Company

Former WWE Co-Presidents George Barrios and Michelle Wilson have announced their new company, Isos Capital Management. Barrios and Wilson, who were released from their WWE jobs on January 30 of last year, will identify & execute attractive investment opportunities in global media, sports and entertainment industries with the new venture. "Global connectivity has unleashed unprecedented disruption in content creation, distribution and consumption. The COVID-19 pandemic has only accelerated these changes and requires a new strategic framework for success," Barrios said in a press release. "Against this backdrop, Michelle and I see unique opportunities for growth and value creation across the media, entertainment and sports ecosystem." Barrios and Wilson both started with WWE in 2008, and worked their ways up to Co-President until their departures in January of last year. The Isos announcement noted how they worked together in WWE, building the company "into one of the most successful multi-platform media businesses in the world across traditional, digital, social and direct-to-consumer media platforms. Working together for more than 11 years, Barrios and Wilson's expertise in strategic transformations and value creation led to record revenue, profit and market capitalization." "There is no better time to invest in the industry and we believe Isos offers a distinct advantage in the marketplace. We are a firm built by operators for operators, and we bring proven strategies and innovative thinking to help media, entertainment and sports companies win in the long term," Wilson said in the press release. "George and I have worked together for more than a decade and have demonstrated how to achieve game-changing results in an evolving landscape. We look forward to utilizing our experience, insights, network and capital to partner with management teams to accelerate growth and better meet consumer needs." Below is the full press release issued today on Isos Capital Management, which is based in Westport, CT, about 20 minutes from WWE HQ in Stamford, CT: Media and Entertainment Executives George Barrios and Michelle Wilson Announce the Formation of Isos Capital Management Firm Uniquely Positioned to Identify and Execute on Attractive Investment Opportunities in the Global Media, Entertainment and Sports Industries WESTPORT, Conn., Jan. 11, 2021 /PRNewswire/ -- Media and Entertainment executives George Barrios and Michelle Wilson today announced the formation of Isos Capital Management ("Isos" or the "Firm") to identify and execute on attractive investment opportunities leveraging their unique operating experience, insights and network. The Isos Co-Founders plan to invest in businesses that fit their thesis of mega trends shaping the industry and provide value creation through brand growth, digital transformation and globalization. Isos will target early, growth and late stage media, entertainment and sports companies and will consider a variety of investment vehicles. Mr. Barrios and Ms. Wilson bring deep industry experience having worked at leading global companies in the media and sports industries including the National Basketball Association, Time Warner, HBO, The New York Times and the United States Tennis Association. Most recently, they served as Co-Presidents of WWE, Inc. ("WWE") where they co-led the company's day-to-day operations and strategy, building WWE into one of the most successful multi-platform media businesses in the world across traditional, digital, social and direct-to-consumer media platforms. Working together for more than 11 years, Barrios and Wilson's expertise in strategic transformations and value creation led to record revenue, profit and market capitalization. "Global connectivity has unleashed unprecedented disruption in content creation, distribution and consumption. The COVID-19 pandemic has only accelerated these changes and requires a new strategic framework for success," said Mr. Barrios. "Against this backdrop, Michelle and I see unique opportunities for growth and value creation across the media, entertainment and sports ecosystem." "There is no better time to invest in the industry and we believe Isos offers a distinct advantage in the marketplace. We are a firm built by operators for operators, and we bring proven strategies and innovative thinking to help media, entertainment and sports companies win in the long term," said Ms. Wilson. "George and I have worked together for more than a decade and have demonstrated how to achieve game-changing results in an evolving landscape. We look forward to utilizing our experience, insights, network and capital to partner with management teams to accelerate growth and better meet consumer needs."

Forbes' Alfred Konuwa On Why Wall St May Not Embrace Triple H As Vince McMahon's "Heir Apparent"

Media outlet Variety recently called out WWE for its declining popularity and said that investors need to hold Vince McMahon accountable. Alfred Konuwa, wrestling analyst for Forbes.com, weighed in on Variety's comments when he joined The Wrestling Inc Daily podcast.

It's one thing for this story to come out and it's another for there to be actual change within WWE. Konuwa was asked if fans could expect to see real change with either WWE or Vince McMahon.

"We're close. I don't think this time around anything like that's gonna happen. This one feels like the calm before the storm because people are now slowly cracking away at that invincibility complex that Vince McMahon had for so long on Wall Street," stated Konuwa. "So now that these reports that you're talking about and there's a reason they came out right before the investor conference – this is a thing that they're reading to get ready for this meeting. So now that this type of information is out, it's going to be in their minds for months to come.

"Then once football and live sports come back and ravage WWE's ratings to what I think will be cataclysmic proportions, then the third quarter meeting is going to be when stuff hits the fan. That's when there might be like slight demand for Vince to get moved out because he's now done the scapegoat thing for a couple of cycles now, right? Paul Heyman in out and. Eric Bischoff in and out. Bruce Prichard here, same story. They're gonna eventually recognize what's going on."

If Vince were to take a backseat role in WWE, then someone would have to fill his shoes. Triple H is usually thought of as the person to do that and Konuwa discussed Triple H possibly being groomed to take over for Vince.

"Well maybe on one side some investors and the research firm have the same thing where they were saying that Triple H is the type of personality to steer the ship around. But that does not mean that Wall Street would accept that," admitted Konuwa. "That's what's scary about WWE is that maybe Triple H is the guy, but he's not equipped for the role of heir apparent to Vince McMahon.

"In the wrestling world, wrestling fans see him as the next guy up and he would be the natural transition in terms of the face of WWE, but in terms of the experience, in terms of having that financial wizard-czar type personality – and he hasn't even been presented by WWE or anybody publicly as this is the guy that's gonna take over Vince McMahon. This is the number two and only for the wrestling fans who follow the product closely know he's in charge of NXT. Really, the mainstream world knows him as Triple H and they know that he has some power in WWE and some stroke. But WWE needed to do a better job preparing Triple H for that role in terms of financial experience and in terms of selling him to Wall Street. I really don't think that narrative has been out there as much as it should be and that's scary to think of knowing that we're in a global pandemic, he's a 74 year old man where he's one drop away from potentially a disaster in WWE and that stock will go to zero if Vince McMahon is not around or even not well enough to run the company."

As a follow-up, Konuwa was then asked who he thought Wall Street would be more accepting of as WWE's next leader.

"I have two answers and WWE cancelled them: Michelle Wilson and George Barrios," stated Konuwa. "They were the co-presidents who were behind the $2 billion… WWE is a company that is a grease fire when it comes to creatively, when it comes to KPIs. But the only thing that's holding them up is that massive television deal and it's a massive deal. They're making record numbers. That's the work of the co-presidents George Barrios and Michelle Wilson, who were working side by side with Triple H and Vince but they were the spearhead of those deals."

Konuwa noted that they were the ones propping up WWE's business from a financial standpoint and selling the company to investors.

"So, I think Wall Street would have bought them but they had a disagreement with Vince or some sort, we still don't know what happened. Both of them got fired and nobody replaced them. That's what's scary about that. So, if somehow Wilson and Barrios were able to come back into the company, or they had two wizard types that Wall Street was able to see them succeed, that would have been a great answer for Vince's successor but now that they're not around and Triple H is not enough," said Konuwa.

Alfred Konuwa contributes pro wrestling analysis weekly for Forbes.com.

Nick Khan Heading From CAA To WWE In Powerhouse Move

Nick Khan, the powerful CAA agent, is leaving the agency to take a senior role at WWE. CAA’s former co-head of television has been named President & Chief Revenue Officer of WWE, reporting directly to Chair & CEO Vince McMahon. Khan replaces WWE’s former co-Presidents George Barrios and Michelle Wilson, who left the company in January. A formal announcement will be made later today.

Khan joins the WWE at a time when its business is challenged: Ratings are soft and the pandemic restrictions have brought its live events business to a standstill. In a phone interview, Khan did not talk about specific plans he has for the job. “The first thing I want to do is figure out where the bathrooms are,” he joked. “We all have a lot of ideas in our head. It might be a little premature to share them in terms of when we are going to execute those.”

Khan joined CAA in '12 and quickly became one of the most powerful talent agents in the business, representing on-air personalities like Kirk Herbstreit, Colin Cowherd, Mike Greenberg and Jalen Rose. CAA agents Matt Kramer and Tom Young will take on new roles as co-heads of the agency’s sports broadcasting division. In his CAA role, Khan also represented organizations like WWE, SEC and Top Rank Boxing in their media-rights deals. It was his work in securing WWE’s most recent deals with Fox and USA Network that opened McMahon’s eyes to the possibility of hiring Khan. “While representing WWE at CAA, he was instrumental in transforming our business model by securing domestic media rights increases of 3.6x over our previous agreements,” McMahon said in a prepared statement.

Khan referred to WWE as a “family business” that made him feel comfortable. He referenced a small 50th birthday party he and his wife, IVETTE, were invited to at Paul “Triple H” Levesque’s house last summer. “We looked around the room and said, ‘It’s really kind of them to consider us friends,’” he said. “For a family-run business -- albeit a publicly traded one -- it just felt right. At that moment, I started thinking, ‘I wonder if there’s something bigger and better to do with them.’”

More?

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."

More?

New Lawsuit Against WWE By Stockholders Over Saudi Arabia Ties, Executives Leaving The Company

Robbins Geller Rudman & Dowd LLP announced a class action suit against WWEover its relationship with Saudi Arabia and recent moves at the top that caused the stock to plummet, according to Business Wire.

The complaint alleges WWE, "made false and misleading statements and/or failed to disclose adverse information regarding WWE's business and operations. Specifically, defendants failed to disclose that WWE was experiencing rising tension with the Saudi government and a breakdown in negotiations over a renewed broadcasting distribution deal; 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."

The lawsuit also claims due to a series of events the WWE stock plummeted from $100 per share to $40.24 in early February.

Back in November, there were major flightdelays out of Saudi Arabia that forced WWE to re-write the following SmackDown due to talent not making it back in time. Initial reports said Saudi Arabia owed WWE money, which caused Vince McMahon to cut the live feed until the two sides apparently worked things out. WWE "swiftly denied" these allegations when asked about it in November.

Due to all of this, the rumor was Saudi Arabia then delayed the flight in retaliation for what WWE did. WWE maintained that the delays were due to mechanical failures. The lawsuit mentioned much of this in the Business Wire report.

The abrupt exit of WWE Co-PresidentsGeorge Barrios and Michelle Wilson in late January, followed by poor financial performance report (causing the stock to drop mightily) in early February was also documented in the lawsuit.

As noted, in a separate lawsuit filed by the Oklahoma firefighters pension fund in December, claimed there is "a credible basis to believe" Vince McMahon and other WWE senior officials are not keeping up with their WWE duties as they focus resources towards the XFL, which is run under McMahon's Alpha Entertainment, LLC.

WWE stock gets body slammed by executive shakeup

New York (CNN Business)The news just keeps getting worse for World Wrestling Entertainment, and WWE investors must feel like they've been choke slammed and dragged to hell by Universal Champion Bray "The Fiend" Wyatt.

Shares of WWE (WWE) plummeted more than 20% Friday after the company announced that its co-presidents George Barrios and Michelle Wilson were unexpectedly leaving the WWE. The company did not explain the reason for their abrupt departures.

Longtime WWE board member Frank Riddick will become the company's interim chief financial officer. WWE said that it is now looking for a permanent CFO as well as a new chief revenue officer.
Making matters worse, WWE also announced that its operating profit for 2019 would be lower than expected.

"We have a deep team of talented, experienced and committed executives across the organization, and the Board and I have great confidence in our collective abilities to create compelling content, engage our global fanbase across platforms, increase revenues, and drive shareholder value," said WWE chairman and CEO Vince McMahon in a statement.

But WWE has been struggling for the past few months. Shares are down more than 40% in the past year.

The sports entertainment company -- as WWE refers to itself -- reported quarterly sales in October that missed forecasts and lowered its profit outlook. The company attributed the weaker forecast to its inability to sign a new TV deal in the Middle East.
Even though the WWE has new domestic TV deals with Comcast (CMCSA)-owned NBCUniversal's cable networks and Fox (FOX), there are worries that fans are losing interest.

"Television ratings have crumbled, while engagement metrics across the company's other business units have followed linear TV ratings down. Fans have continuously complained about the quality of the company's content," said LightShed Partners analyst Brandon Ross in a report Friday.

Fans aren't the only ones getting antsy. Analysts at Morgan Stanley, Evercore ISI and Loop Capital on Friday all lowered their price targets and ratings on WWE in light of the WWE shakeup.

WrestleMania, the company's signature live event, is just two months away. McMahon needs to figure out a plan to get fans excited again or the stock price may remain pinned to the mat. The clock is ticking.

"Content needs to improve at WWE if the company is going to be investable," Ross said in his report. " And no matter who comes in to take the place of the former presidents, the burden of improving the content sits squarely on Vince, who has held tight control over the creative at WWE for decades."

Major WWE Corporate Shake-Up As Co-Presidents Leaving The Company, Vince McMahon Issues Statement

There's a major corporate shake-up happening in WWE right now as Co-Presidents George Barrios and Michelle Wilson are leaving the company, and will no longer serve on the Board of Directors.

Frank A. Riddick III, who has been on WWE's Board for more than 11 years, has been named the interim Chief Financial Officer while the company searches for a permanent CFO and Chief Revenue Officer. Riddick will report directly to WWE Chairman & CEO Vince McMahon.

Vince commented on the shake-up in a press release, and thanked Barrios & Wilson for their work.

"I would like to thank George and Michelle for their 10+ years of service and contributions to the organization," Vince said. "I am grateful for all that was accomplished during their tenure, but the Board and I decided a change was necessary as we have different views on how best to achieve our strategic priorities moving forward.

"We have a deep team of talented, experienced and committed executives across the organization, and the Board and I have great confidence in our collective abilities to create compelling content, engage our global fanbase across platforms, increase revenues, and drive shareholder value."

Barrios was first hired in March 2008 as WWE's CFO. Wilson was first hired in February 2009 as Executive Vice President of Marketing. They both worked their way up through the company and had roles in the launch & development of the WWE Network.

The timing of the shake-up is interesting as WWE will report its fourth quarter and full 2019 financial results on Thursday, February 6. We will have full coverage of the report and the investors call.

Below is WWE's full press release on the changes:

WWE® Announces Management Transition

01/30/2020

STAMFORD, Conn.--(BUSINESS WIRE)-- WWE (NYSE: WWE) today announced that Co-Presidents George Barrios and Michelle Wilson will depart the company, effective immediately, and will no longer serve on its Board of Directors.

Frank A. Riddick III, who has served as a member of WWE's Board of Directors for more than 11 years, has been named interim Chief Financial Officer, reporting to WWE Chairman & CEO Vince McMahon. WWE has commenced a search for both a permanent Chief Financial Officer and Chief Revenue Officer.

WWE remains well positioned to continue its growth and operate effectively against its strategic priorities, including content creation and distribution, digitization, and localization in key markets around the world. The Company expects its full year 2019 Adjusted OIBDA to be approximately $180 million.

"I would like to thank George and Michelle for their 10+ years of service and contributions to the organization," said McMahon. "I am grateful for all that was accomplished during their tenure, but the Board and I decided a change was necessary as we have different views on how best to achieve our strategic priorities moving forward.

"We have a deep team of talented, experienced and committed executives across the organization, and the Board and I have great confidence in our collective abilities to create compelling content, engage our global fanbase across platforms, increase revenues, and drive shareholder value."

Riddick previously served as CEO for FloWorks International, LLC, JMC Steel Group, Formica Corporation, and Triangle Pacific Corp., and President/COO of Armstrong World Industries, Inc. He has also served in executive management positions, including Chief Financial Officer, Controller, Treasurer, and Vice President of Mergers and Acquisitions during a career that spans 40 years. Riddick also served as Compensation Committee Chairman and member of the Audit Committee as a part of WWE's Board of Directors.

Stephanie McMahon and Michelle Wilson set for Cynopsis Top Women in Media 2019 honors

WWE Chief Brand Officer Stephanie McMahon and WWE Co-President Michelle Wilson will be honored at Cynopsis’ 2019 Top Women in Media ceremony this September.

At the ceremony, which honors the most influential women across the media landscape, McMahon is set to be recognized in the social subcategory of Women in Sports. Wilson, WWE’s Co-President, will be recognized in the Sports-Centric Brands category.

The ceremony takes place Sept. 9 at Tribeca Rooftop in New York City. Take a look at the rest of the honorees here.

Michael Luisi Exits Top Post At WWE Studios

A power struggle has ended with Michael Luisi out as WWE Studios president.

Sources said there was a clash with Michelle Wilson, the co-president of WWE who took on a co-president title at WWE Studios as well.

Luisi took the top post eight years ago, and in that time WWE Studios has grown to be an active player in the movie space. Films have included The Marine, the action film that started John Cena’s transition to films; the genre hit Oculus; the Halle Berry-starrer The Call; and the in post production Fighting With My Family, which features former WWE superstar Dwayne Johnson.

Upcoming there is the Josh Duhamel-directed The Buddy Games, and Pandemonium, the TriStar-based film that Glenn Ficarra and John Requa will direct about the formative years of WWE chief Vince McMahon, who learned the wrestling ropes from his local promoter father. After dad tagged out and son tagged in and bought his father’s struggling business, the young showman turned WWE into a global entertainment corporation with huge stars and sideshow participants that included the current president, Donald Trump. WWE Studios also has generated animated direct-to-DVD titles including The Jetsons and Scooby-Doo.

I’ve heard the company will be steered in the interim by Wilson along with biz affairs exec Timothy Schmidt. They will look to replace Luisi, who previously served exec stints at New Line and Miramax and The Weinstein Company before revamping the fortunes of WWE Studios.

source: deadline.com

Why Fox Was Attracted To WWE, What Happened With The ESPN - WWE Negotiations, More On TV Deals

Sports Business Daily has a new article looking at how WWE's new deal with Fox marked the end of more than two years of negotiations among TV networks looking to land deals with WWE and the UFC. The article also looks at how two of the top entertainment agencies went head-to-head for their clients - Endeavor worked the five-year $1.5 billion deal between UFC & ESPN while Creative Artists Agency (CAA) crafted the $2.34 billion deal between WWE and NBCUniversal & Fox. Below are a few notes from the piece:

* While considering a future with or without UFC, Fox started looking at other sports content to fill nights on its broadcast network as part of a new strategy that focused on live programming in primetime. It sounds like Fox first started looking at WWE some time in 2017 and Fox insiders were attracted to the consistently high ratings & passionate fanbase that WWE has.

* WWE's negotiation period with NBCU ran until mid-May of this year but officials had already been making the rounds to get to know other TV executives through a series of "get-to-know-you meetings. The networks had one significant issue - Endeavor owns UFC and Endeavor's Ari Emanuel is friends with Vince McMahon, who asked Ari to represent WWE during media talks. Networks did not feel comfortable negotiating with the same person who was working on behalf of two competing sports brands. This was seen as a conflict of interest and networks made it clear to WWE officials. WWE hired CAA, a top rival of Endeavor, soon after a WWE show in Los Angeles during the spring of 2017 where Fox Sports President Eric Shanks pulled Vince to the side to point out the conflict of interest. Fox pushing for the change annoyed Ari and indicated that UFC & Fox would have trouble coming to a deal.

* Stephanie McMahon, Triple H, Co-President George Barrios and Co-President Michelle Wilson met with ESPN executives 4 times from December 2017 through the spring. ESPN had upped their coverage of WWE and was receptive to talks but it was soon clear that a deal was not going to be reached. The issue between ESPN and WWE came down to scheduling as RAW & SmackDown are produced every week and ESPN can't afford to give any sport 52 weeks in a year.

* ESPN did consider WWE programming for their ESPN+ streaming service but that would have directly competed with the WWE Network.

* WWE soon targeted Fox and made it clear they were interested. Fox did the same. Shanks and other Fox executives were shown on camera during a May 2017 RAW show from the Staples Center in Los Angeles. WWE was still in the exclusive window with NBCU, which ran until mid-May, but Stephanie, Triple H and other WWE executives made a point to visit the Fox lot for an informal meet & greet. WWE told Fox executives then that they could not discuss terms of a potential deal until NBC's exclusive window closed but both sides were interested.

* Bonnie Hammer, a longtime friend of WWE's and chairman of the NBCU cable entertainment group, was leading the renewal talks with WWE. Mark Lazarus, chairman of NBC Broadcasting & Sports, oversees all major sports rights negotiations for NBCU but they view WWE as an entertainment property so Hammer led the talks while he was on hand to participate in strategy sessions and offer advice. NBCU officials knew Fox was interested in WWE but they believed WWE ultimately wanted to stay on the USA Network. They also believed WWE fans wanted consistency as they knew where they could go to see RAW on Mondays and SmackDown on Tuesdays.

* WWE had been averaging $130 million per year for each show in previous deals and that figure was considered well below the market value by network executives. WWE officials knew they were negotiating from a strong position and decided to split their TV package in two. CAA told Hammer they wanted $265 million per year for RAW and $200 million per year for SmackDown - a 358% increase. NBCU's exclusive window closed on May 16th and they informed WWE they would take RAW for $265 million but they would not renew SmackDown. The next day WWE executives visited the Fox offices in New York City for the meeting that included Rupert Murdoch. The $205 million per year deal that would move the blue brand back to Fridays was settled on that day as both sides quickly realized they were close to an agreement. WWE signed the five-year SmackDown deal with Fox and renewed a five-year RAW deal with NBCU for USA.

2018 WWE Business Partner Summit

During WrestleMania Week, WWE’s executive team discussed the company’s record-breaking year and its 2018 strategic plans at the annual Business Partner Summit. This year’s Business Partner Summit was hosted by Renee Young and Byron Saxton and included appearances by WWE Superstars John Cena, Ronda Rousey, Charlotte Flair, Elias, The New Day, Bayley and Bobby Roode.

Highlights from the Summit, found in the video on corporate.wwe.com, include:

WWE’s Business Strategy: Record-Breaking 2017 Results and Road Map for 2018 (Michelle Wilson and George Barrios)
WWE Brand: 2017 Successes (Stephanie McMahon)
Sales and International (John Brody)
Digital and Social Media (Jayar Donlan)
Talent Recruitment and Global Localization (Paul “Triple H” Levesque)
WWE’s Business Partner of the Year Award presented to Cricket Wireless (John Cena and Charlotte Flair)

WWE Earnings Call Highlights: Who Does Vince Credit For Signing Ronda?, How Long Is She Signed For?, WWE Network Updates, More

WWE Chairman and CEO Vince McMahon, Chief Strategy and Financial Officer George Barrios, Chief Revenue & Marketing Officer Michelle Wilson and SVP Financial Planning & Investor Relations Michael Weitz are hosting a Fourth Quarter 2017 earnings call today from WWE headquarters in Stamford. You can check out coverage of this morning's press release at the following link. Below are highlights from the call:

Weiss opens the call and welcomes us, going over the basics. He turns the call over to Vince. Vince says they achieved record revenue in 2017 and he goes over some of the numbers from the earlier earnings report. Vince touts how video views have grown as have their social media engagements. He touts how WWE has one of the most-viewed YouTube channel. He talks about Mixed Match Challenge and the new "Miz & Mrs." USA Network series with Maryse and WWE Intercontinental Champion The Miz. WWE also looks forward to rolling out Virtual Reality content. He also comments on celebrating the RAW 25th Anniversary but says it's just one of many milestones to come. He comments on how Ronda Rousey's debut was the highlight of the women's Royal Rumble match. He also congratulates Triple H and Stephanie McMahon on bringing Rousey to the company.

More?

WWE Promotes George Barrios and Michelle Wilson to Co-President

WWE issued the following press release:

STAMFORD, Conn.–(BUSINESS WIRE)– In recognition of their contributions to four years of record revenues and the successful transformation to a multiplatform business model, WWE Chairman & CEO Vince McMahon announced today that George Barrios and Michelle Wilson have been promoted to Co-Presidents and appointed to WWE’s Board of Directors. Barrios and Wilson will continue to report directly to McMahon.

“The successful transformation of our business model has put us in a position to capitalize on all that the changing global media landscape has to offer,” said WWE Chairman & CEO, Vince McMahon. “I am confident that our executive management team, led by Michelle and George, will achieve continued success across key strategic initiatives and ensure our long-term growth.”

Vince McMahon & WWE Execs On WWE Earnings, Network Success, China, The Mae Young Classic, More

WWE Chairman and CEO Vince McMahon, Chief Strategy and Financial Officer George Barrios, Chief Revenue & Marketing Officer Michelle Wilson and SVP Financial Planning & Investor Relations Michael Weitz are hosting a Second Quarter 2017 earnings call today from WWE headquarters in Stamford. Below are highlights:


Weiss opens the call and welcomes us with the basics. Vince McMahon takes over and says they are pleased with execution of strategy to optimize longtime value of their content. He touts some of the numbers from the press release, including live event revenue, WWE Network revenue and subscribers. Vince touts The Mae Young Classic and says it's one of the things Triple H is putting together for the company, as he did with the Cruiserweight Classic. Vince says The MYC is the chance to bring up young female performers, which is vital to their overall product. He says many of their quarter-hours of TV programming reflect success for the female performers. Vince says one of the things he looks at for overall interest in a product is digital video views and they had 9.1 billion views in this part of the year, which is extraordinary. He also touts social media followers and says that's a tremendous indication of overall interest. He also touts global sponsorship and how blue-chip sponsors like KFC, Nestle, AT&T and others have joined them. He plugs the September live event in China and says their strategy in China is looking good. He also plugs some of their international TV deals before turning it over to Barrios.

More?

WWE Announces New Weekly Cruiserweight Series, Triple H Comments

WWE just announced the following:

205 Live premieres Nov. 29 on WWE Network

STAMFORD, Conn. — A one-hour, in-ring program called 205 Live, showcasing WWE's new Cruiserweight division, will premiere Tuesday, Nov. 29, at 10 p.m. ET, exclusively on WWE Network. The live weekly show will be called by Mauro Ranallo, the voice of SmackDown LIVE, and Corey Graves, color commentator for Monday Night Raw.

Coming off the success of WWE Network's recent Cruiserweight Classic tournament and the formation of the new Cruiserweight division, which airs exclusively on Monday Night Raw, 205 Live will feature Superstars that are 205 pounds and under, including: new WWE Cruiserweight Champion The Brian Kendrick, as well as TJ Perkins, Rich Swann, Noam Dar, HoHo Lun, Cedric Alexander, Lince Dorado, Gran Metallik, Tozawa, Jack Gallagher, Gurv Sihra and Harv Sihra.

"205 Live is a natural progression to showcase the depth of our roster," said Paul "Triple H" Levesque, WWE Executive Vice President, Talent, Live Events & Creative. "With world-class talent such as Brian Kendrick, TJ Perkins, and Rich Swann, 205 Live will be a must-see program on WWE Network."

"With the addition of 205 Live to an already robust programming schedule, WWE continues to enhance the value of WWE Network for our subscribers," said Michelle Wilson, WWE Chief Revenue & Marketing Officer. "We take pride in listening to our fans and delivering even more live, premium content that they are asking for."