TKO Group Holdings, Inc.
TKO
TypePublic
Industry
PredecessorsWorld Wrestling Entertainment, Inc.
Zuffa
FoundedSeptember 12, 2023 (2023-09-12)
Founders
Headquarters
New York, New York
,
U.S.
Area served
Worldwide
Key people
Products
  • Broadcasting
  • Films
  • Finance
  • Home video
  • Live events
  • Merchandise
  • Music
  • Publishing
  • Streaming network service
  • Television
ServicesLicensing
OwnerEndeavor (51%)
WWE shareholders (49%)[lower-alpha 1]
DivisionsUFC
WWE
Websitetkogrp.com

TKO Group Holdings, Inc. (TKO) is an American media conglomerate created by Endeavor Group Holdings as part of a merger between World Wrestling Entertainment, Inc. (WWE) and Zuffa, the parent company of the Ultimate Fighting Championship (UFC).[2] Following the completion of the merger on September 12, 2023, both WWE and UFC operate as divisions under the banner of TKO.[3]

The merger marked the first time that WWE has not been solely and primarily majority-controlled by the McMahon family, which has founded the company and owned it for over 70 years.[4] This marked the third time that the UFC has changed ownership as its parent company Zuffa had been sold to Endeavor in 2016.[5] Zuffa had previously purchased the UFC from the Semaphore Entertainment Group in 2001.

WWE's Vince McMahon serves as executive chairman of the new entity, with Endeavor chief executive officer (CEO) Ari Emanuel becoming the new company's CEO and Mark Shapiro serving as president and chief operating officer. Emanuel did not take on any creative roles in WWE or the UFC, with Nick Khan becoming president of WWE post-merger and Dana White serving as CEO of the UFC.[6][7]

Background

Vince McMahon, a third-generation wrestling promoter and co-founder of Titan Sports, Inc., serves as Executive Chairman of TKO Group Holdings.

WWE was founded in 1953 as the Capitol Wrestling Corporation (CWC), a Northeastern territory of the National Wrestling Alliance (NWA). The CWC was run by Vincent J. McMahon, son of boxing and wrestling promoter Jess McMahon. Following a dispute over CWC wrestler Buddy Rogers being booked to lose the NWA World Heavyweight Championship to Lou Thesz, the CWC left the NWA and became the World Wide Wrestling Federation (WWWF) in January 1963, and, by April 25, 1963, Rogers was declared the first WWWF World Heavyweight Champion. The WWWF was renamed to the World Wrestling Federation (WWF) in 1979; the WWF made its final departure from the NWA in 1983. The current legal entity, which was originally named Titan Sports, Inc., was incorporated on February 21, 1980, in South Yarmouth, Massachusetts, but reincorporated under Delaware General Corporation Law in 1987. Titan Sports was co-founded by Vince McMahon, Vincent J.'s son, and his wife Linda. It acquired Capitol Wrestling Corporation Ltd., the holding company for the WWF, in 1982. After buying the WWF, Vince McMahon expanded the promotion by overturning the NWA's territory system and holding events around the United States and the world which were televised on a global basis. Throughout the 1980s WWF begun to capitalize on the popularity of rising star Hulk Hogan after he defeated The Iron Sheik at Madison Square Garden on January 23, 1984 to capture the WWF World Heavyweight Championship. On March 31, 1985 WWF held the first WrestleMania, which would go on to become WWF's flagship event. The company's status as the world's premier professional wrestling organization was cemented by its acquisition of the assets of World Championship Wrestling in 2001 following the Monday Night Wars. Titan Sports was renamed World Wrestling Federation Entertainment, Inc. in 1999, and then World Wrestling Entertainment, Inc. in 2002 after a legal dispute with the World Wildlife Fund. Since 2011, the company has branded itself solely with the initials WWE, though the legal name did not change at the time.[8] WWE's majority owner was its executive chairman, third-generation wrestling promoter Vince McMahon, who retained a 38.6% ownership of the company's outstanding stock and 81.1% of the voting power before the merger. The closure of the merger saw McMahon's voting power and stock ownership dramatically decrease.

Ari Emanuel, the CEO of Endeavor, serves as the CEO of TKO Group Holdings.

The Ultimate Fighting Championship (UFC), initially under the ownership of the Semaphore Entertainment Group, was founded by American businessman Art Davie and Brazilian martial artist Rorion Gracie with their partners in WOW Promotions.[9][10] The first UFC event was held in November 12, 1993 at the McNichols Sports Arena in Denver, Colorado.[11] The purpose of the early ultimate fighting competitions was to identify the most effective martial art in a contest with minimal rules and no weight classes between competitors of different fighting disciplines. In subsequent events, more rigorous rules were created and fighters began adopting effective techniques from more than one discipline, which indirectly helped create a separate style of fighting known as present-day mixed martial arts (MMA). In April 1995, following UFC 5, Davie and Gracie sold their remaining interest in the UFC to the Semaphore Entertainment Group and disbanded WOW Promotions.[12] Six years later in 2001, Zuffa, a sports promotion company headed by Frank and Lorenzo Fertitta, purchased the UFC from the Semaphore Entertainment Group. Zuffa's ownership led to a growth period for the company and the sport of MMA in general; the UFC's global leadership in the sport led to Zuffa buying the assets of the Pride Fighting Championships in 2007 and the Strikeforce promotion in 2011 (among other MMA promotions). In 2016, Zuffa was sold to a group led by Endeavor, then known as William Morris Endeavor (WME–IMG), including Silver Lake Partners, Kohlberg Kravis Roberts and MSD Capital.[13] for US$4.025 billion.[14] In 2017, WME–IMG changed its holding name to Endeavor and four years later, in 2021, Endeavor bought out Zuffa's other owners at a valuation of $1.7 billion.

History

WWE's preparations for a sale

On June 17, 2022, amid allegations that he paid hush money to a former employee, Vince McMahon stepped down as the chairman and CEO of WWE, leaving the company to his daughter, Stephanie McMahon, and Nick Khan. In January 2023, Vince stated his intention to return to WWE ahead of media rights negotiations. WWE's media rights with Fox and USA Network are set to expire in 2024.[15] That same month, JPMorgan were hired to handle a possible sale of the company, with rumored suitors having included Comcast and Fox Corporation (owners of WWE's broadcast partners USA Network and Fox), The Walt Disney Company (owners of ESPN), Warner Bros. Discovery (media partners of rival All Elite Wrestling), Netflix, Amazon, Endeavor (WWE had an existing business relationship with its subsidiary Endeavor Streaming, which took over the technical operations of its streaming service WWE Network in 2019), Liberty Media, Creative Artists Agency, and Saudi Arabia's Public Investment Fund (WWE has a long-term agreement with Saudi Arabia's Ministry of Sport to promote events in the country).[16][17]

On January 10, 2023, Stephanie McMahon resigned as WWE's chairwoman and co-CEO, after which Vince McMahon assumed the role of executive chairman of WWE, and Nick Khan became the sole CEO.[18]

Formation

On April 3, 2023, WWE and Endeavor reached a deal under which WWE would merge with the UFC's parent company Zuffa to form a new company which would go public on the New York Stock Exchange (NYSE) under the symbol "TKO".[19][20] Internally, the new company was initially named "New Whale Inc."; on May 16, an Endeavor spokesperson stated that the company would officially be known as TKO Group Holdings.[21]

Endeavor was expected to hold a 51% stake in TKO Group Holdings, with WWE's shareholders having a 49% stake, valuing WWE at $9.1 billion.[19][20] The merger would mark the first time that WWE has not been majority-controlled by members of the McMahon family.[22] Vince McMahon was expected to serve as executive chairman of the new entity, with Endeavor CEO Ari Emanuel becoming CEO of the new company and Mark Shapiro serving as president and chief operating officer. The merger would see the UFC and WWE operate as separate divisions of the company, with Dana White set to become CEO of the UFC and Nick Khan becoming president of WWE post-merger.[7] [23][24] Emanuel is not expected to take on any creative roles in WWE,[20][19][25][26] with WWE's head of creative Paul Levesque expected to remain in his role.[26] The deal granted McMahon life tenure as TKO executive chairman, the right to nominate five WWE representatives on the 11 member board, as well as veto rights over certain actions by the new company.[27] Vince's son Shane McMahon had attempted to purchase the UFC multiple times in the 2000s, but Vince talked him out of doing so.[28]

Emanuel stated that this merger would "bring together two leading pureplay sports and entertainment companies" and provide "significant operating synergies".[20] McMahon stated that "family businesses have to evolve for all the right reasons",[19] and that "given the incredible work that Ari and Endeavor have done to grow the UFC brand — nearly doubling its revenue over the past seven years — and the immense success we've already had in partnering with their team on a number of ventures, I believe that this is without a doubt the best outcome for our shareholders and other stakeholders."[20]

In August 2023, it was announced that the merger would be completed on September 12.[29][20] Hours after the merger agreement was announced, law firm Ademi LLP launched an investigation into the sale, looking for "possible breaches of fiduciary duty and other violations of law".[30] WWE's stock price additionally decreased following the announcement of the sale.[30]

Upon announcement of the board of directors for TKO on August 10, 2023, Paul Levesque, the head of creative for WWE, and Dana White, the then president of the UFC, were not included on the new board but were announced as maintaining roles in their respective divisions of TKO.[31][32] The merger closed on September 12, 2023; with Vince McMahon personally owning 34% of the newly formed TKO Group.[33] The first television show produced under the TKO banner was the September 12 episode of WWE NXT.[34] Following the merger, Dana White was made CEO of the UFC.

Corporate governance

The board of directors of TKO Group Holdings consists of eleven members, five representing WWE and six representing Endeavor.[35]

Board of Directors
NameRepresentativeRole
Ari EmanuelEndeavorCEO of TKO Group Holdings
Vince McMahonWWEExecutive Chairman of TKO Group Holdings
Egon DurbanEndeavorCo-CEO of Silver Lake Management
Nick KhanWWEPresident of WWE
Steve KooninWWECEO of Atlanta Hawks
Jonathan KraftEndeavorPresident of the Kraft Group and the New England Patriots
Sonya Medina WilliamsEndeavorPresident and Executive Director for Reach Resilience
Mark ShapiroEndeavorPresident and COO of TKO Group Holdings
Carrie A. WheelerWWECEO of Opendoor
Nancy TellemEndeavorChief Media Officer of Eko
Peter BynoeWWESenior Advisor of DLA Piper

Assets

Drug testing policy

TKO maintains the drug testing policies of its predecessors. The WWE Talent Wellness Program is a comprehensive drug, alcohol, and cardiac screening program initiated in February 2006, three months after the sudden death of one of their highest-profile and most popular wrestlers, Eddie Guerrero, who died at 38 years old.[36] Prior to the creation of the Talent Wellness Program, WWE's (then the World Wrestling Federation) parent company Titan Sports had an in-house drug testing policy that existed from 1987 until it was scrapped in 1996.[37] The Wellness Program, under the guidelines of its Substance Abuse and Drug Testing Policy, tests for recreational drug use and abuse of prescription medication, including anabolic steroids.[36] Through the Wellness Program, WWE wrestlers are also tested annually for pre-existing or developing cardiac issues. The drug testing is handled by Aegis Sciences Corporation; the cardiac evaluations are handled by New York Cardiology Associates P.C.[36] The Wellness Program requires that all talent "under contract to WWE who regularly perform in-ring services as a professional sports entertainer" undergo testing; however, part-time performers are exempt from testing.[38] In 2010, muscle relaxers were banned from use.[39]

In 2015, the UFC announced a partnership with the United States Anti-Doping Agency (USADA). Following the start of the partnership, USADA, an independent anti-doping agency, serves as UFC's official drug testers. The partnership saw USADA carry out a minimum of 2,750 drug tests per year with an average of five tests per UFC fighter, and punishments for fighters who fail the tests.[40] Under the UFC Anti-Doping Policy, fighters are subject to random tests at any time and place on all in- and out-of-competition blood and urine samples collected by USADA. Fighters must participate in the testing pool for at least six months prior to a fight in order to qualify for a UFC event.[40] In February 2017, UFC made changes to the Anti-Doping Policy, effective April 1, 2017, as follows: (1) Fighters who are new to the UFC with no previous contract would be subject to a one-month testing rule. The same rule applies to returning fighters who were terminated or whose contracts were not renewed at the decision of the UFC. Previously, returning or terminated fighters were required to undergo four months of testings prior to competing in a fight. (2) Returning fighters who have chosen to retire, go on hiatus, or had a non-renewal of their contract, are required to be in a six-month testing pool prior to competition. (3) No doping violation is handed down to newly signed UFC fighters who voluntarily disclose the use of a prohibited substance prior to testing. (4) "In-competition" testing begins at noon on the weigh-in day and ends one hour after a fighter clears a post-fight medical for non-selected post-fight testing. For fighters who are subjected to post-fight testing the in-competition testing ends after any post-fight testing is done.[41][42][43]

On October 11, 2023, USADA announced that its partnership with the UFC would end on January 1, 2024.[44] In place of USADA, the UFC will partner with Drug Free Sport International to handle its anti-doping program.[45] Former FBI agent George Piro serves as the independent administrator of the Drug Free Sport–UFC anti-doping program.[45]

Notes

  1. ↑ At the close of the deal, WWE's shareholders owned 49% of the company. Vince McMahon owns 34% of the company, with a 12% voting interest.[1]

References

  1. ↑ "SCHEDULE 14C INFORMATION". NASDAQ. August 22, 2023. p. 248. Retrieved August 25, 2023. Mr. McMahon is expected to have beneficial ownership of approximately 28,752,105 shares of New PubCo Class A common stock representing approximately... 17% of the voting power...and approximately 34% of the economic interests...
  2. ↑ "SEC-Show". otp.tools.investis.com. Retrieved June 12, 2023.
  3. ↑ "Endeavor and WWE® Deal to Create TKO Group Holdings Expected to Close September 12". Business Wire. September 7, 2023. Archived from the original on September 7, 2023. Retrieved September 7, 2023.
  4. ↑ Sherman, Alex (April 2, 2023). "WWE near deal to be sold to UFC parent Endeavor, sources say". CNBC. Archived from the original on April 2, 2023. Retrieved April 2, 2023.
  5. ↑ "U.F.C. Sells Itself for $4 Billion". The New York Times. July 11, 2016. Retrieved July 11, 2016.
  6. ↑ Mullin, Benjamin (April 3, 2023). "Endeavor and W.W.E. Join Forces to Create Live-Combat Tag Team". The New York Times. Retrieved April 3, 2023.
  7. 1 2 Group, T. K. O. (September 5, 2023). "Endeavor Announces Close of UFC® And WWE® Transaction to Create TKO Group Holdings, a Premier Sports and Entertainment Company". TKO Group Holdings, Inc.
  8. ↑ Sacco, Justine; Weitz, Michael (April 7, 2011). "The New WWE" (Press release). Connecticut: WWE. Archived from the original on May 3, 2018. Retrieved November 25, 2021.
  9. ↑ Gentry III, Clyde, No Holds Barred: Evolution, Archon Publishing, 2001, 1st ed., ISBN 0-9711479-0-6, pages 24–29.
  10. ↑ "Royce Gracie's Legacy, BJJ's Relevance on the Decline in Modern MMA". Bleacher Report. April 27, 2012. Archived from the original on October 18, 2021. Retrieved November 19, 2012.
  11. ↑ Stefano, Dan (June 25, 2009). "Former UFC champ helps promote Pittsburgh event". Pittsburgh Tribune-Review. Archived from the original on July 1, 2009. Retrieved June 27, 2009.
  12. ↑ Bare Knuckle News (August 21, 2019). Art Davie on His Decision to Sell His Stake in the UFC – via YouTube.
  13. ↑ de la Merced, Michael (July 11, 2016). "U.F.C. Sells Itself for $4 Billion". The New York Times. Retrieved October 8, 2019.
  14. ↑ Rooney, Kyle (September 30, 2016). "UFC sold to WME-IMG". HNHH. Archived from the original on October 18, 2021. Retrieved October 1, 2016.
  15. ↑ Coppinger, Mike (January 6, 2023). "Vince McMahon back at WWE ahead of media rights negotiations". ESPN.com. Retrieved January 6, 2023.
  16. ↑ Sherman, Alex (January 7, 2023). "Vince McMahon is back at WWE to ensure a smooth sale process. Here's who might want to buy it". CNBC. Retrieved January 10, 2023.
  17. ↑ Mcharthy, Michael; Perez, A.J (January 6, 2023). "Saudi Public Investment Fund Could Bid On WWE". Front Office Sports. Retrieved January 10, 2023.
  18. ↑ "WWE Board of Directors unanimously elects Vince McMahon executive Chairman of the board". WWE. January 10, 2023. Retrieved January 10, 2023.
  19. 1 2 3 4 Sherman, Alex (April 3, 2023). "WWE agrees to merge with UFC to create a new company run by Ari Emanuel and Vince McMahon". CNBC. Retrieved April 3, 2023.
  20. 1 2 3 4 5 6 Szalai, Georg; Vlessing, Etan (April 3, 2023). "Endeavor's UFC, WWE to Merge; Ari Emanuel to Serve as CEO, Vince McMahon as Executive Chair". The Hollywood Reporter. Retrieved April 3, 2023.
  21. ↑ Sherman, Alex and Calia, Mike (May 16, 2023). "The combined WWE and UFC will be called TKO Group". CNBC. Retrieved May 17, 2023.{{cite web}}: CS1 maint: multiple names: authors list (link)
  22. ↑ Sherman, Alex (April 2, 2023). "WWE near deal to be sold to UFC parent Endeavor, sources say". CNBC. Retrieved April 2, 2023.
  23. ↑ Burack, Bobby (April 3, 2023). "WWE CEO NICK KHAN TALKS WWE/UFC MERGER". OutKick. Retrieved April 5, 2023.
  24. ↑ PWMania (May 3, 2023). "Nick Khan And Triple H Discuss WWE – Endeavor". PWMania. Retrieved May 3, 2023.
  25. ↑ Mullin, Benjamin (March 25, 2015). "Endeavor and W.W.E. Join Forces to Create Live-Combat Tag Team". New York Times. Retrieved April 3, 2023.
  26. 1 2 "Vince McMahon: I will remain involved in WWE creative at a 'higher level'". Wrestling Observer/Figure Four Online. April 3, 2023. Retrieved April 3, 2023.
  27. ↑ "AMENDMENT NO. 1 TO FORM S-4". U.S. Securities and Exchange Commission. June 23, 2023. p. 91. Retrieved July 4, 2023.
  28. ↑ Vannini, Chris. "WWE, UFC to merge into 1 publicly traded company". The Athletic. Retrieved April 3, 2023.
  29. ↑ "NEW WHALE INC.* WORLD WRESTLING ENTERTAINMENT, INC". U.S. Securities and Exchange Commission. Retrieved August 16, 2023.
  30. 1 2 Bixenspan, David (April 4, 2023). "Law Firm Announces It's Investigating WWE Over Endeavor Sale". Retrieved April 16, 2023.
  31. ↑ Upton, Felix (August 10, 2023). "Triple H Not Included On New TKO Holdings Group Board Of Directors". Retrieved August 16, 2023.
  32. ↑ "Triple H to Remain Head of Creative in WWE-Endeavor Era (Report)".
  33. ↑ "SCHEDULE 14C INFORMATION". NASDAQ. August 22, 2023. p. 248. Retrieved August 25, 2023.
  34. ↑ "WWE NXT results, Sept. 12, 2023: Becky Lynch dethrones Tiffany Stratton to become the new NXT Women's Champion". WWE. September 12, 2023. Retrieved November 3, 2023.
  35. ↑ Thompson, Andrew (August 10, 2023). "Board members revealed for TKO Group Holdings". Post Wrestling. Retrieved August 16, 2023.
  36. 1 2 3 "WWE Talent Wellness Program" (PDF). Corporate WWE Web Site. February 27, 2007. Archived from the original (PDF) on October 25, 2007. Retrieved October 11, 2007.
  37. ↑ "McMahon says he'll clean up steroids in WWF". The Baltimore Sun. July 14, 1991. Archived from the original on May 31, 2014. Retrieved May 30, 2014.
  38. ↑ "Brock Lesnar won't be punished by WWE; not subject to wellness policy". Wrestling Observer Newsletter. July 26, 2016. Archived from the original on July 28, 2016. Retrieved July 26, 2016.
  39. ↑ "WWE News: WWE officially updates Wellness Policy to ban the "non-medical use" of muscle relaxant Soma". Pro Wrestling Torch. September 17, 2010. Archived from the original on September 21, 2010. Retrieved September 18, 2010.
  40. 1 2 "UFC confirms partnership with USADA, details of out-of-competition testing program". MMA Junkie. June 3, 2015. Archived from the original on October 18, 2021. Retrieved May 17, 2019.
  41. ↑ "USADA Drug Testing Policies Loosen Up For UFC Fighters, Here's The Update". MMA Imports. March 29, 2017. Archived from the original on October 18, 2021. Retrieved May 17, 2019.
  42. ↑ Kidd, Iain (December 11, 2017). "UFC-USADA loophole could be letting chosen athletes avoid testing in secret". Bloody Elbow. Archived from the original on October 18, 2021. Retrieved May 17, 2019.
  43. ↑ "UFC and USADA make significant changes to anti-doping policy". FoxSports. February 17, 2017. Archived from the original on October 18, 2021. Retrieved May 17, 2019.
  44. ↑ Associated Press staff (October 11, 2023). "Conor McGregor back in testing pool but USADA says it's splitting with UFC". Associated Press. Retrieved October 11, 2023.
  45. 1 2 Segura, Danny (October 12, 2023). "UFC to continue anti-doping program, announces partnership with Drug Free Sport International". MMA Junkie. Retrieved October 12, 2023.
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