TKO Group Holdings

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

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. This marked the third time that the UFC has changed ownership as its parent company Zuffa had been sold to Endeavor in 2016. Zuffa had previously purchased the UFC from the Semaphore Entertainment Group in 2001.

Endeavor chief executive officer (CEO) Ari Emanuel is the new company's CEO, while Mark Shapiro serves 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.

Background

Headquartered in Stamford, Connecticut, 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 booking dispute over CWC wrestler Buddy Rogers and the NWA World Heavyweight Championship, 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. Initially broadcast on closed-circuit television, Wrestlemania became a pay-per-view the following year, as WWF expanded its pay-per-view offerings and became known as a pioneer for the relatively new distribution format. In January 1993, WWF introduced its live, weekly episodic television show, '' Monday Night Raw''. WWF became a publicly traded company in August of 1999, launching an initial public offering on the New York Stock Exchange. 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 War. 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. 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.

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. The first UFC event was held in November 12, 1993 at the McNichols Sports Arena in Denver, Colorado. 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. 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 for US$4.025 billion. 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 of misconduct, 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. 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 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).

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 while Nick Khan became the sole CEO.

Formation

In September 2023, Endeavor Group Holdings, UFC and WWE formed a new publicly traded company, TKO Group Holdings, Inc. The new entity went public on September 12, 2023 and is listed on the New York Stock Exchange (NYSE) under the symbol "TKO".

At the close of the deal, Endeavor held a 51% stake in TKO Group Holdings, with WWE's shareholders having a 49% stake, valuing WWE at $9.1 billion. This marked the first time that WWE had not been majority-controlled by members of the McMahon family. Endeavor CEO Ari Emanuel became CEO of TKO and Mark Shapiro became president and chief operating officer, with each maintaining their respective roles at Endeavor. UFC and WWE continued to operate as separate divisions under TKO, with Dana White as CEO of the UFC and Nick Khan serving as president of WWE post-merger. WWE's head of creative Paul Levesque remained in his role.

When the merger was first announced in April 2023, Emanuel stated that it would "bring together two leading pureplay sports and entertainment companies" and provide "significant operating synergies". McMahon stated that "family businesses have to evolve for all the right reasons", 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."

The merger closed on September 12, 2023; with Vince McMahon personally owning approximately one-third of the Class A Common Stock of TKO Group Holdings, Inc. The first television show produced under the TKO banner was the September 12 episode of '' WWE NXT''. Following the merger, Dana White was made CEO of the UFC.

In January 2024, a lawsuit was filed by Janel Grant, a former employee at WWE headquarters between 2019 and 2022 against WWE as well as TKO (by proxy of ownership). Grant alleged that the then current TKO Executive Chairman Vince McMahon, had coerced her into a sexual relationship, and, along with WWE executive John Laurinaitis and a WWE wrestler who was also a former UFC fighter, sexually trafficked her and repeatedly sexually assaulted her between 2020–2021. Grant alleged that she was subjected to "extreme cruelty and degradation" by McMahon, including being defecated upon during a sexual encounter. Grant stated that McMahon had agreed to pay her $3 million in 2022 in return for a NDA, but stopped paying after only $1 million had been paid following the initial public emergence of the sexual misconduct allegations the same year. Federal prosecutors have subpoenaed McMahon, and have taken up the filing in question. One day after the report – on January 26, 2024 – Vince McMahon resigned from TKO. In a statement, McMahon said the decision was made "out of respect for the WWE Universe, the extraordinary TKO business and its board members and shareholders, partners and constituents, and all of the employees".

In July 2024, TKO Group announced an investment in EverPass Media, an NFL-backed distributor of pay television content to commercial establishments.

Corporate governance

The board of directors of TKO Group Holdings consists of thirteen members, six representing WWE and seven representing Endeavor. On January 23, 2024, the TKO board of directors would be increased from 11 members to 13 members. Following this, WWE underwent some changes, which included broadcast deals with different partners (including Netflix) and giving up ownership of Dwayne Johnson's trademarked name "The Rock" to Johnson, who would also join TKO's board of directors. There is currently one vacancy due to former Executive Chairman Vince McMahon’s resignation on January 26, 2024 following sex trafficking and sexual assault allegations involving a former WWE employee.

Assets

* WWE
**Alpha Entertainment (''minority owner'')
**Tapout (''50%, shared with Authentic Brands Group'')
** Titan Towers
**TSI Reality Services, Inc.
** WCW Inc.
** WWE Books
**WWE Jet Services Inc.
** WWE Legacy Department
***American Wrestling Association
**** Minneapolis Boxing & Wrestling Club
*** Deep South Wrestling (''select footage'')
*** Evolve
**** Dragon Gate USA
*** Extreme Championship Wrestling
**** Eastern Championship Wrestling
*** Florida Championship Wrestling
*** Georgia Championship Wrestling (''select footage'')
*** Global Wrestling Federation
*** Heartland Wrestling Association (''select footage'')
*** International Championship Wrestling
*** Jim Crockett Promotions
****Central States Wrestling (''select footage'')
***** Midwest Wrestling Association
**** Championship Wrestling from Florida
**** Championship Wrestling from Georgia
**** Eastern States Championship Wrestling
**** Mid-Atlantic Championship Wrestling
*** Maple Leaf Wrestling
**** Queensbury Athletic Club
*** Memphis Championship Wrestling
*** Ohio Valley Wrestling (''select footage'')
*** Smoky Mountain Wrestling
*** Stampede Wrestling (''select footage'')
**** Big Time Wrestling
**** Klondike Wrestling
**** Wildcat Wrestling
*** Ultimate Pro Wrestling
*** Universal Wrestling Federation
**** Mid-South Wrestling
**** NWA Tri-State
*** World Class Championship Wrestling (''select footage'')
**** NWA Big Time Wrestling
**** World Class Wrestling Association
*** World Championship Wrestling
*** World Wrestling Council (''select footage'')
****Capitol Sports Promotions
** WWE Music Group
** WWE Network
*** WWE Network (Canada)
** WWE Performance Center
** WWE Podcast Network
** WWE Studios
* Ultimate Fighting Championship
**Pride Fighting Championships
** Strikeforce
** UFC Apex
** UFC Fight Pass
**UFC Gym
***UFC Fit
** UFC Performance Institute
***UFC Performance Institute Shanghai
***UFC Performance Institute Mexico City
**UFC Store
** World Extreme Cagefighting
** World Fighting Alliance

Notes

References

External links

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Endeavor (company)
American companies established in 2023
Mass media companies established in 2023
Ultimate Fighting Championship
WWE
2023 establishments in New York City
Mass media companies of the United States
Companies listed on the New York Stock Exchange
Companies in the S&P 400
Publicly traded companies based in New York City