Latham, Kirkland, Paul Weiss and Pillsbury advise on UFC and WWE mega-merger

UFC owner Endeavor agrees to merge with WWE in deal that would value combined sports giant at more than $21bn

Endeavor's deal values WWE at $9.3bn Shutterstock

Latham & Watkins, Kirkland & Ellis, Paul Weiss Rifkind Wharton & Garrison and Pillsbury Winthrop Shaw Pittman are advising on Ultimate Fighting Championship (UFC) owner Endeavor Group Holdings’ proposed deal to merge with World Wrestling Entertainment (WWE) that would create a combined company worth more than $21bn.

Latham is advising Endeavor, Kirkland is representing Vince McMahon – the controlling shareholder of WWE, Paul Weiss is providing counsel to WWE and Pillsbury is advising WWE’s financial advisor Raine Group.

The two companies have signed an agreement to form a new publicly-listed entity that will combine the two iconic sports brands – UFC and WWE. The deal will give Endeavor a controlling 51% stake in the new company, while existing WWE shareholders will receive the remaining shares. The transaction values WWE at $9.3bn and the new company at $21.4bn. Taken together, UFC and WWE’s revenue hit $2.4bn at the end of the 2022 financial year, achieving a 10% annual revenue growth rate since 2019.

Ariel Emanuel, CEO of Endeavor, said: “This is a rare opportunity to create a global live sports and entertainment pureplay built for where the industry is headed. For decades, Vince and his team have demonstrated an incredible track record of innovation and shareholder value creation and we are confident that Endeavor can deliver significant additional value for shareholders by bringing UFC and WWE together.”

Emanuel will become CEO of the combined UFC and WWE brands, while also continuing his role as CEO of Endeavor, and McMahon will be executive chairman. The deal is expected to close in the fourth quarter.

Latham’s team was led by corporate partners Justin Hamill, Michael Anastasio, Jonathan Solomon, Ian Nussbaum, Rick Offsay and Morgan Brubaker. Capital markets partners Marc Jaffe and Benjamin Cohen also advised on the deal, as did finance partners Joshua Tinkelman, Reza Mojtabaee-Zamani and Seniz Yakut. Tax advice was provided by partners Alan Kimball, Austin Ozawa and Erin Murphy.

Kirkland’s team was led by corporate partners Edward Lee, Jonathan Davis and Chelsea Darnell, with support from fellow corporate partner Shaun Mathew, tax partners Dean Schulman and Vivek Ratnam and litigation partners Sandra Goldstein, Stefan Atkinson and Haley Stern. Partners Scott Price and Jack Stratton provided executive compensation advice, while Andrea Murino, Matthew Wheatley and Paula Riedel provided antitrust advice. Capital markets advice was provided by partners Joshua Korff and Jennifer Lee, with debt finance advice provided by partners Michelle Kilkenney and Carolyn Aiken. Partners Seth Traxler, Matthew Lovell and Jeffrey Seroogy also provided tech and IP support.

Paul Weiss’s team was led by partners Kyle Seifried, Scott Barshay, Daniel Kramer and Jean McLoughlin, with support from Raphael Russo and John Kennedy (corporate), Brian Krause (tax), Charles Googe (IP and entertainment) and Andre Bouchard, Geoffrey Chepiga, Joshua Soven and Mark Mendelsohn (litigation), among others.

Pillsbury’s team was led by New York-based M&A and private equity partner Stephen Amdur and assisted by Brian McKenna. Advice was also provided by securities litigation and enforcement partners Ari Berman and David Oliwenstein, as well as corporate and securities partner Stanton Wong.

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