In an SEC filing submitted on Friday, WWE disclosed significant updates regarding its acquisition by Endeavor and subsequent merger with the UFC, resulting in the formation of a new publicly traded company. Referred to as “New Whale Inc.” in the filing, it was clarified that this name is temporary and will be changed prior to the completion of the acquisition.
Furthermore, the document revealed that Vince McMahon, who returned to the company in January, has personally paid $1.65 million in plaintiff attorney fees associated with the lawsuit filed against him. The lawsuit was related to his forceful reinstatement on WWE’s board.
These details from the SEC filing shed light on the ongoing developments and changes within WWE as it undergoes the acquisition process and prepares for a new chapter in its corporate structure.
In lieu of an application for attorneys’ fees and expenses and after engaging in arms’-length negotiations, McMahon agreed to make a payment to plaintiffs’ counsel in the amount of $1,650,000 in attorneys’ fees (inclusive of expenses). The Court has not been asked to review, and will pass no judgment on, the payment of a fee or its reasonableness.
The recently filed SEC document also provided insights into the estimated compensation packages for WWE executives upon the completion of the transaction. Notable figures included:
Vince McMahon: Estimated to receive $16,027,770.
Nick Khan: Estimated to receive $72,023,451.
Paul Levesque: Estimated to receive $25,625,995.
Frank Riddick III (Chief Financial Officer): Estimated to receive $20,117,225.
Kevin Dunn: Estimated to receive $31,880,058.
Suzette Ramirez-Carr (Chief Human Resources Officer): Estimated to receive $3,356,150.
Although Stephanie McMahon was listed as an executive, it was explicitly mentioned in the filings that she would not receive any compensation from the acquisition.
These figures provide a glimpse into the anticipated compensation arrangements for WWE executives as part of the overall transaction, demonstrating the financial implications involved in the forthcoming merger.
Ms. McMahon formerly served as WWE’s Co-Chief Executive Officer through January 10, 2023 and is not a current employee of WWE. She does not hold any outstanding WWE equity awards and is no longer party to arrangements pursuant to which she could receive cash or severance payments and benefits in connection with the Transactions, including the merger.
Regarding the scenario of an executive officer’s termination, the filing stated the following:
Under the applicable agreement with WWE, in the event of a qualifying termination, the named executive officers, other than Ms. McMahon and Mr. Dunn, are entitled to receive a lump-sum cash payment in the amount of (i) 2x base salary for Messrs. McMahon and Khan, (ii) 1.5x base salary for Messrs. Riddick and Levesque and (iii) 1x base salary for Ms. Ramirez-Carr. Under WWE’s severance policy, Mr. Dunn is entitled to receive 12 months of base salary continuation. As of the date of this information statement/prospectus, Ms. McMahon is not party to any contractual arrangement with WWE pursuant to which she could receive cash or severance payments and benefits in connection with a qualifying termination.
Last month, Endeavor made a significant announcement regarding the acquisition of WWE. The completion of this deal is anticipated to take place later this year, marking a significant milestone in the ongoing business activities of both companies.
