WWE (NYSE: WWE) (the “Company”) today announced that it entered
into privately-negotiated agreements with certain investors to
exchange an aggregate of 6.9 million shares of its Class A common
stock and $3.9 million in cash for $171.0 million principal amount
of its outstanding 3.375% Convertible Senior Notes due 2023 (the
“Notes”) held by such investors (the “Exchanges”) pursuant to
exemptions from registration under the Securities Act of 1933, as
amended, and the rules and regulations thereunder. The Exchanges
are expected to close on or about May 18, 2023.
Following the Exchanges, an aggregate of $42.7 million principal
amount of the Notes will remain outstanding.
In connection with the Exchanges, WWE also entered into partial
unwind agreements with JPMorgan Chase Bank, National Association,
London Branch, Morgan Stanley & Co. International plc and
Citibank, N.A., (collectively, the “Counterparties”) to terminate
corresponding portions of the convertible note hedge and warrant
transactions WWE previously entered into with the Counterparties in
connection with the issuance of the Notes (together with the
Exchanges, the “Transactions”). The respective unwind agreements
provide for a payment by each Counterparty to WWE in respect of the
convertible note hedge transactions, or by WWE to each Counterparty
in respect of the warrant transactions, as applicable, in cash in
an amount based on the trading price for WWE’s common stock. In
connection with such terminations, WWE anticipates that it will
receive net proceeds from the Counterparties equal to approximately
$40 million.
J. Wood Capital Advisors LLC acted as placement agent and
financial advisor in connection with the Transactions.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any security, nor shall there be
any offer, solicitation or sale of any security, in any
jurisdiction in which such offering, solicitation or sale would be
unlawful.
About WWE®
WWE, a publicly traded company (NYSE: WWE), is an integrated
media organization and recognized leader in global entertainment.
The Company consists of a portfolio of businesses that create and
deliver original content 52 weeks a year to a global audience. WWE
is committed to family-friendly entertainment on its television
programming, premium live events, digital media, and publishing
platforms. WWE’s TV-PG programming can be seen in more than 1
billion homes worldwide in 25 languages through world-class
distribution partners including NBCUniversal, FOX Sports, BT Sport,
Sony India, and Rogers. The award-winning WWE Network includes all
premium live events, scheduled programming and a massive
video-on-demand library and is currently available in more than 180
countries. In the United States, NBCUniversal’s streaming service,
Peacock, is the exclusive home to WWE Network.
Additional information on WWE can be found at wwe.com and
corporate.wwe.com.
Forward-Looking Statements:
This press release contains, and oral statements made from time
to time by our representatives may contain, forward-looking
statements pursuant to the safe harbor provisions of the Securities
Litigation Reform Act of 1995. Forward looking statements include
statements regarding the impact of recent changes to management and
our board of directors (the “Board”) and our outlook regarding
future financial and performance results in connection with the
Company’s pending business combination with Ultimate Fighting
Championship (UFC); and regulatory, investigative or enforcement
inquiries, subpoenas or demands arising from, related to, or in
connection with these matters. The words “may,” “will,” “could,”
“anticipate,” “plan,” “continue,” “project,” “intend,” “estimate,”
“believe,” “expect,” “outlook,” “target,” “goal,” “guidance” and
similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain
such words. These statements relate to future possible events, as
well as our plans, objectives, expectations and intentions and are
not historical facts and accordingly involve known and unknown
risks and uncertainties and other factors that may cause the actual
results or the performance by us to be materially different from
expected future results or performance expressed or implied by any
forward-looking statements.
These forward-looking statements are subject to uncertainties
relating to, without limitation, the impact of actions by Mr.
McMahon (who has a controlling interest in the Company due to his
ownership of a substantial majority of our Class B common stock and
whose interests could conflict with those of our Class A common
stockholders), as well as the consummation of the pending business
combination with UFC in the expected timeline or at all, in each
case which could have adverse financial and operational
impacts.
The following additional factors, among others, could cause
actual results to differ materially from those contained in
forward-looking statements: diversion of management’s time and
attention due to the pending business combination with UFC; the
possibility that neither WWE nor Endeavor Group Holdings, Inc. will
have sufficient cash at close to distribute to shareholders of the
new public company (or that the amount of cash available for
distribution will be less than what the parties expect); COVID-19,
which may continue to affect negatively world economies as well as
our industry, business and results of operations; a rapidly
evolving and highly competitive media landscape; WWE Network;
computer systems, content delivery and online operations of our
Company and our business partners; privacy norms and regulations;
our need to continue to develop creative and entertaining programs
and events; our need to retain and continue to recruit key
performers; the possibility of a decline in the popularity of our
brand of sports entertainment; possible adverse changes in the
regulatory atmosphere and related private sector initiatives; the
highly competitive, rapidly changing and increasingly fragmented
nature of the markets in which we operate and/or our inability to
compete effectively, especially against competitors with greater
financial resources or marketplace presence; uncertainties
associated with international markets including possible
disruptions and reputational risks; our difficulty or inability to
promote and conduct our live events and/or other businesses if we
do not comply with applicable regulations; our dependence on our
intellectual property rights, our need to protect those rights, and
the risks of our infringement of others’ intellectual property
rights; potential substantial liability in the event of accidents
or injuries occurring during our physically demanding events; large
public events as well as travel to and from such events; our
expansion into new or complementary businesses, strategic
investments and/or acquisitions; our accounts receivable; the
construction and move to our new leased corporate and media
production headquarters; litigation and other actions,
investigations or proceedings; a change in the tax laws of key
jurisdictions; inflationary pressures and interest rate changes;
our indebtedness including our convertible notes; our potential
failure to meet market expectations for our financial performance;
our share repurchase program; a substantial number of shares are
eligible for sale by the McMahons and the sale, or the perception
of possible sales, of those shares could cause our stock price to
decline; and the volatility in trading prices of our Class A common
stock. In addition, our dividend and share repurchases are
dependent on a number of factors, including, among other things,
our liquidity and historical and projected cash flow, strategic
plan (including alternative uses of capital), our financial results
and condition, contractual and legal restrictions, general economic
and competitive conditions and such other factors as our Board may
consider relevant.
Forward-looking statements made by the Company speak only as of
the date made and are subject to change without any obligation on
the part of the Company to update or revise them. Undue reliance
should not be placed on these statements. For more information
about risks and uncertainties associated with the Company’s
business, please refer to any documents filed, or to be filed, by
the Company with the SEC, including, but not limited to, the
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations” and “Risk Factors” sections of our annual
reports on Form 10-K and 10-K/A and quarterly reports on Form
10-Q/A and Form 10-Q.
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version on businesswire.com: https://www.businesswire.com/news/home/20230515005204/en/
Investors: Seth Zaslow 203-352-1026
Media: Chris Legentil 203-352-8793
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