WWE Engaged in Talks with More Than 60 Potential Buyers

In a recent filing with the SEC, WWE disclosed that it had been in contact with over 60 potential counterparties during the sale process to Endeavor. The filing shed light on the extensive efforts made by WWE and its financial advisors to explore potential sale opportunities and engage with interested parties.

The filing stated that between January 17 and April 2, WWE’s financial advisors reached out to a wide range of potential buyers, including strategic companies, financial sponsors, family offices, and sovereign wealth funds. These discussions took place before WWE executed the transaction agreement with Endeavor, which was announced on April 3, the day after WrestleMania 39.

During the course of the sale process, WWE entered into confidentiality agreements with 20 potential counterparties between February 6 and March 21. These agreements typically included standstill provisions, allowing parties to privately and confidentially submit proposals to WWE while also providing a certain level of exclusivity for WWE.

The standstill provisions in the confidentiality agreements had a duration of at least 12 months and included customary exclusions for private proposals. They also featured a “fallaway” provision that allowed the counterparty to make a proposal to acquire WWE if WWE entered into a definitive sale agreement.

Every potential counterparty expressing interest in exploring a strategic transaction with WWE was given the opportunity to enter into a confidentiality agreement. This process ensured that WWE had a broad range of options to consider before finalizing the sale to Endeavor.

Beginning on January 17, 2023 and continuing until April 2, 2023, when WWE executed the transaction agreement, WWE’s financial advisors, acting on its behalf, contacted and were contacted by over 60 potential counterparties, including strategic companies, financial sponsors, family offices and sovereign wealth funds. Between February 6 and March 21, 2023, WWE entered into confidentiality agreements with 20 potential counterparties. All but one of the confidentiality agreements entered into by WWE in connection with this process included a standstill provision for the benefit of WWE with a customary exclusion permitting parties to make proposals to WWE privately and confidentially, and each of the standstill provisions had a duration of at least 12 months. All confidentiality agreements entered into with standstill provisions included the customary exclusion for private proposals and a “fallaway” provision that would allow the counterparty to make a proposal to acquire WWE in the event WWE entered into a definitive sale agreement. Each potential counterparty that had indicated interest in exploring a strategic transaction with WWE was provided an opportunity to enter into a confidentiality agreement with WWE.

With the sale to Endeavor set to reshape WWE’s future, the extensive outreach conducted by the company reflects its commitment to maximizing value and exploring all available opportunities in the marketplace. The filing provides valuable insights into the complexities of the sale process and the diligent efforts made by WWE to secure a favorable outcome for its stakeholders.

What are your thoughts on WWE’s extensive efforts to explore potential sale opportunities and engage with over 60 potential counterparties? Leave a comment below.