Endeavor considered Vince McMahon so important to its deal with WWE that it improved its offer on the condition that he would stay.
The detail is set out in the Securities and Exchange Commission filing that WWE made on Friday.
The SEC document sets out that Endeavor had originally proposed a deal that would see WWE shareholders owning 43% of the new merged company after it joined forces with Endeavor’s UFC.
Those terms were set out in an offer that Endeavor made on February 7th.
At the second of two meetings between Ari Emmanuel and Mark Shapiro of Endeavor, and Vince McMahon and Nick Khan of WWE, an improved offer was tabled.
At that meeting, on March 22nd, terms that would see WWE shareholders own 49% of the new company were discussed.
The next day, Endeavor’s legal advisors, Latham, laid out further details, including making McMahon Executive Chairman until death, resignation or incapacity, as a condition of giving WWE the improved deal. McMahon was also offered the power to pick 5 of 11 Board seats and given certain veto rights.
The SEC filing states:
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.
These details bear out Ari Emanuel’s comments during his joint interview with Vince McMahon on CNBC on Monday, April 3rd.
Emanuel offered high praise of McMahon’s track record throughout that interview. Indeed, when asked by interviewer Scott Wapner whether McMahon was open to a deal that meant he would “walk away”, Emanuel said: “I wasn’t going to let him.”
The SEC filing also notes that Vince McMahon, who forced his way back onto the WWE Board in January, paid $1.65 million in plaintiffs’ attorney fees associated with a lawsuit against him concerning the manner of his return.
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.
McMahon returned to WWE in January after “resigning” in July 2022 amid multiple allegations of serious sexual misconduct and an investigation into hush money payments to his alleged victims.