Vince McMahon’s return to WWE in January 2023 sparked controversy and uncertainty in equal measure.
The move was actually McMahon’s second attempt at returning to the company, having initially been rejected by the Board of Directors. However, as a majority shareholder at the time, McMahon put himself back on the Board along with two associates, removing three serving members. Meanwhile, two more Board members quit and Stephanie McMahon also left the company.
It was stated that McMahon’s return was to aid in the sale of the company, and a deal was announced on April 3rd. The deal which is yet to be officially signed off and completed, will see WWE sold to Endeavor and merged with UFC, with a new publicly listed company created.
A new SEC filing has given an insight into this process and what comes next. The filing shows that Endeavor initially offered a deal where WWE would have held 43% of the new company, however, this was rejected, and a second offer of 49% was later tabled. This included McMahon being able to choose five board members of the 11-person board for the new company and remaining Executive Chairman until death, resignation, or incapacity dictates otherwise.
At the time of the deal, Endeavor boss Ari Emanuel spoke of the importance of Vince McMahon remaining involved, and the filing confirms that this wasn’t just lip service. The document shows that Endeavor’s legal advisors, Latham, noted that his future involvement was “critical.”
“During conversations on March 23 and March 24, 2023 … representatives of Latham emphasized … that the governance proposals in the March 23 Endeavor Term Sheet were fundamental to Endeavor’s thesis for pursuing a transaction with WWE in light of, among other things, Endeavor’s belief that Mr. McMahon’s continued leadership as contemplated by the March 23 Endeavor Term Sheet would be critical to the value creation driving Endeavor’s desire to engage in the transaction, and that agreeing to increase WWE’s securityholders’ pro forma equity ownership in the combined company to the 51/49 split that had been proposed by WWE was conditioned upon both changes required by Endeavor to the governance arrangements set forth in the March 23 Endeavor Term Sheet.
Latham also reiterated Endeavor’s position that Mr. McMahon provide his written consent to approve the potential transaction with Endeavor promptly following the signing of definitive transaction agreements.”
Vince McMahon Paid Out More Than $1 Million In Legal Fees
The filing also reveals that McMahon paid out $1.65 million in attorney fees as part of a lawsuit filed by a group of shareholders. The lawsuit in question has since been dropped.
The filing comes after another lawsuit filed against McMahon from a different group of shareholders was also dropped. The suit was dropped and deemed moot after McMahon agreed to repay $17.4 million to WWE for their investigation into his conduct.