Correspondence 0001193125-23-173968 from TKO Group Holdings, Inc. (TKO) (CIK 0001973266) (TKO)
TKO Group Holdings, Inc. (TKO) (CIK 0001973266)
Date: June 23, 2023 · CIK: 0001973266 · Accession: 0001193125-23-173968
AI Filing Summary & Sentiment
File numbers found in text: 333-271893
Letter
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
June 23, 2023
Via EDGAR
Suying Li
Joel Parker
Alyssa Wall
Donald Field
Division of Corporation Finance
Office of Trade & Services
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re:
New Whale Inc. and World Wrestling Entertainment, Inc.
Registration Statement on Form S-4
Filed May 12, 2023
File Nos. 333-271893 and 333-271893-01
Ladies and Gentlemen:
On behalf of our clients, New Whale Inc. and World Wrestling Entertainment, Inc. (the “Companies”), set forth below are responses to the comments (the “Comments”) of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC” or the “Commission”) set forth in the Staff’s letter of June 8, 2023 (the “Comment Letter”) with respect to the Companies’ registration statements on Form S-4, File Nos. 333-271893 and 333-271893-01, filed with the Commission on May 12, 2023 (the “Registration Statements”).
In connection with this letter responding to the Comment Letter, the Companies are concurrently filing Amendment No. 1 to the Registration Statements (“Amendment No. 1”). In addition to changes made to reflect the responses contained in this letter, Amendment No. 1 also includes other changes that are intended to update the information contained therein.
For the convenience of the Staff, the Companies have restated in this letter each of the Comments in bold and numbered each of the responses to correspond with the numbers of the Comments in the Comment Letter. Capitalized terms used and not defined herein have the meanings given to such terms in Amendment No. 1. All references to page numbers and captions correspond to the page numbers and captions included in Amendment No. 1, unless (i) otherwise indicated and (ii) for those page numbers and captions in the Comments which refer to the page numbers and captions of the Registration Statements.
The Companies have asked us to convey the following as their responses to the Staff:
1. Please refer to the information statement/prospectus cover page and letter to stockholders. Please revise the cover page to disclose that New PubCo will be a controlled company. Please identify the controlling stockholder(s), i.e. Endeavor, and disclose the percentage of voting power to be held by such stockholder following the transactions and offering and, if true, that this stockholder will have the ability to determine all matters requiring approval by stockholders.
Response to Comment 1: The Companies acknowledge the Staff’s comment and in response have revised the disclosure on the Cover Page of Amendment No. 1.
Suying Li
Joel Parker
Alyssa Wall
Donald Field
Division of Corporation Finance
Office of Trade & Services
Securities and Exchange Commission
Page
2. Please revise this Question and Answer or add a new Question and Answer to disclose the equity stake and voting power which former public stockholders of WWE will own following the closing of the transactions. In this regard, we note that the phrase “former securityholders of WWE” is used, which includes the ownership of former insiders of WWE. Please include enough information so that public stockholders of WWE can fully understand how the transactions will affect their equity stake and voting power in New PubCo. Lastly, please also revise the chart on page 11 to disclose the applicable percentages. In this regard, we note that Endeavor is expected to own 51% of the voting power of New PubCo and 51% of the economic interests in HoldCo and Mr. McMahon is expected to own 17% of the voting power of New PubCo and 17% of the economic interests in HoldCo and 34% of the economic ownership of New PubCo.
Response to Comment 2: The Companies acknowledge the Staff’s comment and in response have revised the disclosure on pages 3, 4, 62, 83 and 86 of Amendment No. 1.
3. We note references throughout the information statement/prospectus to the possibility of a post-closing dividend to new securityholders of New PubCo Class A common stock. Please revise this Question and Answer to discuss such post-closing cash dividend. With respect to any post-closing cash dividend, please revise to quantify the amount payable to Mr. McMahon versus former public stockholders of WWE.
Response to Comment 3: The Companies acknowledge the Staff’s comment and in response have revised the disclosure on pages 5, 6, 68 and 85 of Amendment No. 1.
4. We note that New PubCo will be a controlled company after the transactions. We also note that Endeavor is entitled to certain fees under the Services Agreement from WWE and UFC following the closing. Please revise to quantify the service fees that will be paid to this controlling shareholder.
Response to Comment 4: The Companies acknowledge the Staff’s comment and in response have revised the disclosure on pages 23 and 183 of Amendment No. 1.
5. We note that UFC is carrying a significant amount of debt with variable interest rates. Please expand your discussion of interest rates to specifically identify the impact of rate increases on UFC’s operations and how UFC’s business has been affected.
Response to Comment 5: The Companies acknowledge the Staff’s comment and in response have revised the disclosure on page 54 of Amendment No. 1.
6. We note your disclosure regarding potential conflicts of interest arising from certain of New PubCo’s executive officers and directors’ equity holdings in Endeavor. Please revise your disclosure to identify these individuals.
Response to Comment 6: The Companies acknowledge the Staff’s comment and in response have revised the disclosure on page 67 of Amendment No. 1.
Suying Li
Joel Parker
Alyssa Wall
Donald Field
Division of Corporation Finance
Office of Trade & Services
Securities and Exchange Commission
Page
7. Please expand your disclosure regarding the negotiations with Endeavor to clarify how negotiations initially began and by whom they were initiated.
Response to Comment 7: The Companies acknowledge the Staff’s comment and in response have revised the disclosure on pages 87 and 88 of Amendment No. 1.
8. We note your disclosure regarding the potential synergies considered by the parties to the transactions. Please elaborate on these synergies, including a description of the synergies, a quantification of the synergies to the extent possible, and any material assumptions underlying the synergies.
Response to Comment 8: The Companies acknowledge the Staff’s comment and in response have revised the disclosure on pages 89, 91, 96 and 108 of Amendment No. 1.
9. We note your disclosure throughout the background of the transactions emphasizing the importance of Mr. McMahon’s delivery of a written consent upon finalization of the transaction structure and agreements, which was delivered on April 2, 2023. We also note the resolutions of the WWE Board of Directors recommending that WWE stockholders adopt the transaction agreement. We also note that WWE is not soliciting votes or proxies from its public shareholders, as Mr. McMahon’s written consent constituted a majority approval of the transactions. Please expand your discussion and WWE Board of Directors’ decision-making to include how they considered the interests of the non-majority public WWE shareholders, i.e. the absence of a majority of the minority vote condition.
Response to Comment 9: The Companies acknowledge the Staff’s comment and in response have revised the disclosure on pages 92, 96, 102 and 103 of Amendment No. 1.
10. We note your disclosure on page 103 that in preparing the WWE management forecasts, WWE management made certain assumptions and estimates regarding, among other things, timing and terms of domestic and international media rights renewals, growth in live event attendance and sponsorship revenue, increases in site fees and other factors driving expected revenues, as well as anticipated expenditure on labor, production-related expenses, royalty and license fees, production-related expenses, selling, general and administrative expenses and taxes. However, it does not appear that you have actually disclosed any material assumptions or estimates. Please revise to disclose all material assumptions and estimates which underlie the disclosed projections for WWE and UFC.
Response to Comment 10: The Companies acknowledge the Staff’s comment and in response have revised the disclosure on pages 104 to 108 of Amendment No. 1.
11. We note your disclosure that UFC generates revenue from four principal activities: media rights and content, live events, sponsorship and consumer products licensing. To the extent possible, please revise to provide quantification regarding each activity’s percentage contribution to UFC’s overall revenue for the periods included in the registration statement.
Response to Comment 11: The Companies acknowledge the Staff’s comment and in response have revised the disclosure on pages 187, 188, 198 and 199 of Amendment No. 1.
Suying Li
Joel Parker
Alyssa Wall
Donald Field
Division of Corporation Finance
Office of Trade & Services
Securities and Exchange Commission
Page
12. We note your disclosure that “UFC’s fanbase is young, diverse and has above average income, which makes UFC a valued partner for sponsors looking to access this attractive demographic.” Please provide support for your statement regarding the composition of UFC’s fanbase.
Response to Comment 12: In response to the Staff’s comment, the Companies advises the Staff that UFC is concurrently submitting for the Staff’s review, under separate cover, support for the referenced statement.
13. Please provide support for your statement that UFC is “the largest PPV event provider in the world.”
Response to Comment 13: In response to the Staff’s comment, the Companies advises the Staff that UFC is concurrently submitting for the Staff’s review, under separate cover, support for the referenced statement.
14. You attribute the changes in revenue over the reporting periods to multiple sources and factors. Please expand your results of operations discussion to quantify the amount of changes contributed by each underlying source and factor that you identified. Refer to Item 303 of Regulation S-K.
Response to Comment 14: The Companies acknowledge the Staff’s comment and in response have revised the disclosure on pages 198 and 199 of Amendment No. 1.
15. Your direct operating costs decreased in 2022 from 2021 despite an increase in revenue during the same period. Please expand your discussion to explain the inverse relationship between the changes in revenue and direct operating costs. Refer to Item 303 of Regulation S-K.
Response to Comment 15: The Companies acknowledge the Staff’s comment and in response have revised the disclosure on page 199 of Amendment No. 1.
16. Please tell us how you determined that the fair value of the property, buildings and equipment was equal to its carrying amount.
Response to Comment 16: The Companies acknowledge the Staff’s comment and note that the fair value adjustments related to WWE’s property, buildings and equipment in the pro forma financial statements are currently in process. Additional information is necessary to finalize our assessment and some information may not be available until the closing of the Transactions. However, as the majority WWE’s property, buildings and equipment relate to the new headquarters facility in Stamford, CT, we do not expect the fair value adjustments related to property, buildings and equipment to be significant. The Companies have revised Note 2 to include a reference to property, buildings and equipment.
Suying Li
Joel Parker
Alyssa Wall
Donald Field
Division of Corporation Finance
Office of Trade & Services
Securities and Exchange Commission
Page
17. Refer to adjustment 4(j). Please tell us your calculation of the $4,865,677 to record the pro forma nonredeemable non-controlling interests.
Response to Comment 17: The pro forma balance sheet included in Amendment No. 1 has been updated to March 31, 2023. The Companies calculated the pro forma nonredeemable non-controlling interests as of March 31, 2023 as follows:
New PubCo pro forma combined assets
$ 13,527,072
New PubCo pro forma combined liabilities
4,315,529
New PubCo pro forma combined net assets
9,211,543
Adjustment to remove New PubCo net deferred tax liability
505,988 a
HoldCo pro forma net assets attributable to nonredeemable non-controlling interests
$ 9,717,532
Multiplied by EDR OpCo’s economic ownership interest in HoldCo
52% b
New PubCo pro forma nonredeemable non-controlling interests
$ 5,026,288
a 100% of the economic interest related to the net deferred tax liability recorded as a result of purchase accounting for the acquisition of WWE as well as the establishment of HoldCo taxable temporary differences (as Holdco was historically a limited liability company taxed as a partnership) is attributable to New PubCo shareholders.
b Represents EDR OpCo’s economic ownership interest in HoldCo assuming the Transactions and the Convertible Debt Transactions occurred as of March 31, 2023 and no Other WWE equity securities are converted into New PubCo Class A common stock.
This same methodology was used to calculate the pro forma nonredeemable non-controlling interests as of December 31, 2022.
Suying Li
Joel Parker
Alyssa Wall
Donald Field
Division of Corporation Finance
Office of Trade & Services
Securities and Exchange Commission
Page
18. We note your disclosure regarding the interests of WWE’s directors and executive officers in the transactions, including your disclosure that the WWE Board “carefully considered” the interests during the deliberations regarding the merits of the transactions. Please expand your disclosure to specifically state how the interests of the directors and executive officers, including the sales bonuses, were considered by the WWE Board.
Response to Comment 18: The Companies acknowledge the Staff’s comment and in response have revised the disclosure on pages 95 and 232 of Amendment No. 1.
19. Please provide a tax opinion covering the material federal tax consequences of the transactions to the holders of WWE’s securities and revise your disclosure accordingly to tailor it to address the material federal tax consequences of the transactions to those public investors. Please refer to Item 601(b)(8) of Regulation S-K, per Item 21(a) of Form S-4. For guidance in preparing the opinion and related disclosure, please refer to Section III of Staff Legal Bulletin No. 19. Additionally, we note the summary of the tax opinion to be delivered by Paul, Weiss, Rifkind, Wharton & Garrison LLP to be filed as Exhibit 8.1 does not appear to address the above referenced form requirement to address the material federal tax consequences of the transaction to the public investors. Lastly, please also revise the section throughout to remove any inappropriate disclaimers or limitations on reliance. Refer to Section III.D.1 of Staff Legal Bulletin No. 19.
Response to Comment 19: The Companies acknowledge the Staff’s comment and in response have revised the disclosure on pages 240 and 241 of Amendment No. 1, and have filed a tax opinion as Exhibit 8.1 to the Registration Statements.
Suying Li
Joel Parker
Alyssa Wall
Donald Field
Division of Corporation Finance
Office of Trade & Services
Securities and Exchange Commission
Page
20. You refer to the international nature of UFC’s business, including business in Russia. Please describe the direct or indirect impact of Russia’s invasion of Ukraine on your business. In addition, please also consider any impact:
•
resulting from sanctions, limitations on obtaining
Show Raw Text
CORRESP
1
filename1.htm
CORRESP
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New
York, New York 10019-6064
June 23, 2023
Via EDGAR
Suying Li
Joel Parker
Alyssa Wall
Donald Field
Division of Corporation Finance
Office of Trade & Services
Securities and Exchange
Commission
100 F Street, NE
Washington, D.C. 20549
Re:
New Whale Inc. and World Wrestling Entertainment, Inc.
Registration Statement on Form S-4
Filed May 12, 2023
File Nos. 333-271893 and 333-271893-01
Ladies and Gentlemen:
On behalf of our clients, New Whale Inc. and World Wrestling Entertainment, Inc. (the “Companies”), set forth below are responses to
the comments (the “Comments”) of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC” or the “Commission”) set forth in the Staff’s letter of
June 8, 2023 (the “Comment Letter”) with respect to the Companies’ registration statements on Form S-4, File Nos. 333-271893 and 333-271893-01, filed with the Commission on May 12, 2023 (the “Registration Statements”).
In connection with this letter responding to the Comment Letter, the Companies are concurrently filing Amendment No. 1 to the
Registration Statements (“Amendment No. 1”). In addition to changes made to reflect the responses contained in this letter, Amendment No. 1 also includes other changes that are intended to update the information contained
therein.
For the convenience of the Staff, the Companies have restated in this letter each of the Comments in bold and numbered each of
the responses to correspond with the numbers of the Comments in the Comment Letter. Capitalized terms used and not defined herein have the meanings given to such terms in Amendment No. 1. All references to page numbers and captions correspond
to the page numbers and captions included in Amendment No. 1, unless (i) otherwise indicated and (ii) for those page numbers and captions in the Comments which refer to the page numbers and captions of the Registration Statements.
The Companies have asked us to convey the following as their responses to the Staff:
1.
Please refer to the information statement/prospectus cover page and letter to stockholders. Please revise
the cover page to disclose that New PubCo will be a controlled company. Please identify the controlling stockholder(s), i.e. Endeavor, and disclose the percentage of voting power to be held by such stockholder following the transactions and offering
and, if true, that this stockholder will have the ability to determine all matters requiring approval by stockholders.
Response to Comment 1: The Companies acknowledge the Staff’s comment and in response have revised the disclosure on the Cover Page
of Amendment No. 1.
Suying Li
Joel Parker
Alyssa Wall
Donald Field
Division of Corporation Finance
Office of Trade & Services
Securities and Exchange
Commission
Page
2
2.
Please revise this Question and Answer or add a new Question and Answer to disclose the equity stake and
voting power which former public stockholders of WWE will own following the closing of the transactions. In this regard, we note that the phrase “former securityholders of WWE” is used, which includes the ownership of former insiders of
WWE. Please include enough information so that public stockholders of WWE can fully understand how the transactions will affect their equity stake and voting power in New PubCo. Lastly, please also revise the chart on page 11 to disclose the
applicable percentages. In this regard, we note that Endeavor is expected to own 51% of the voting power of New PubCo and 51% of the economic interests in HoldCo and Mr. McMahon is expected to own 17% of the voting power of New PubCo and 17% of
the economic interests in HoldCo and 34% of the economic ownership of New PubCo.
Response to Comment 2: The
Companies acknowledge the Staff’s comment and in response have revised the disclosure on pages 3, 4, 62, 83 and 86 of Amendment No. 1.
3.
We note references throughout the information statement/prospectus to the possibility of a post-closing
dividend to new securityholders of New PubCo Class A common stock. Please revise this Question and Answer to discuss such post-closing cash dividend. With respect to any post-closing cash dividend, please revise to quantify the amount payable
to Mr. McMahon versus former public stockholders of WWE.
Response to Comment 3: The Companies
acknowledge the Staff’s comment and in response have revised the disclosure on pages 5, 6, 68 and 85 of Amendment No. 1.
4.
We note that New PubCo will be a controlled company after the transactions. We also note that Endeavor is
entitled to certain fees under the Services Agreement from WWE and UFC following the closing. Please revise to quantify the service fees that will be paid to this controlling shareholder.
Response to Comment 4: The Companies acknowledge the Staff’s comment and in response have revised the disclosure on pages 23
and 183 of Amendment No. 1.
5.
We note that UFC is carrying a significant amount of debt with variable interest rates. Please expand your
discussion of interest rates to specifically identify the impact of rate increases on UFC’s operations and how UFC’s business has been affected.
Response to Comment 5: The Companies acknowledge the Staff’s comment and in response have revised the disclosure on page 54 of
Amendment No. 1.
6.
We note your disclosure regarding potential conflicts of interest arising from certain of New PubCo’s
executive officers and directors’ equity holdings in Endeavor. Please revise your disclosure to identify these individuals.
Response to Comment 6: The Companies acknowledge the Staff’s comment and in response have revised the disclosure on page 67 of
Amendment No. 1.
Suying Li
Joel Parker
Alyssa Wall
Donald Field
Division of Corporation Finance
Office of Trade & Services
Securities and Exchange
Commission
Page
3
7.
Please expand your disclosure regarding the negotiations with Endeavor to clarify how negotiations
initially began and by whom they were initiated.
Response to Comment 7: The Companies acknowledge the
Staff’s comment and in response have revised the disclosure on pages 87 and 88 of Amendment No. 1.
8.
We note your disclosure regarding the potential synergies considered by the parties to the transactions.
Please elaborate on these synergies, including a description of the synergies, a quantification of the synergies to the extent possible, and any material assumptions underlying the synergies.
Response to Comment 8: The Companies acknowledge the Staff’s comment and in response have revised the disclosure on pages 89,
91, 96 and 108 of Amendment No. 1.
9.
We note your disclosure throughout the background of the transactions emphasizing the importance of
Mr. McMahon’s delivery of a written consent upon finalization of the transaction structure and agreements, which was delivered on April 2, 2023. We also note the resolutions of the WWE Board of Directors recommending that WWE
stockholders adopt the transaction agreement. We also note that WWE is not soliciting votes or proxies from its public shareholders, as Mr. McMahon’s written consent constituted a majority approval of the transactions. Please expand your
discussion and WWE Board of Directors’ decision-making to include how they considered the interests of the non-majority public WWE shareholders, i.e. the absence of a majority of the minority vote
condition.
Response to Comment 9: The Companies acknowledge the Staff’s comment and in response have
revised the disclosure on pages 92, 96, 102 and 103 of Amendment No. 1.
10.
We note your disclosure on page 103 that in preparing the WWE management forecasts, WWE management made
certain assumptions and estimates regarding, among other things, timing and terms of domestic and international media rights renewals, growth in live event attendance and sponsorship revenue, increases in site fees and other factors driving expected
revenues, as well as anticipated expenditure on labor, production-related expenses, royalty and license fees, production-related expenses, selling, general and administrative expenses and taxes. However, it does not appear that you have actually
disclosed any material assumptions or estimates. Please revise to disclose all material assumptions and estimates which underlie the disclosed projections for WWE and UFC.
Response to Comment 10: The Companies acknowledge the Staff’s comment and in response have revised the disclosure on pages 104
to 108 of Amendment No. 1.
11.
We note your disclosure that UFC generates revenue from four principal activities: media rights and content,
live events, sponsorship and consumer products licensing. To the extent possible, please revise to provide quantification regarding each activity’s percentage contribution to UFC’s overall revenue for the periods included in the
registration statement.
Response to Comment 11: The Companies acknowledge the Staff’s comment and in
response have revised the disclosure on pages 187, 188, 198 and 199 of Amendment No. 1.
Suying Li
Joel Parker
Alyssa Wall
Donald Field
Division of Corporation Finance
Office of Trade & Services
Securities and Exchange
Commission
Page
4
12.
We note your disclosure that “UFC’s fanbase is young, diverse and has above average income, which
makes UFC a valued partner for sponsors looking to access this attractive demographic.” Please provide support for your statement regarding the composition of UFC’s fanbase.
Response to Comment 12: In response to the Staff’s comment, the Companies advises the Staff that UFC is concurrently submitting for
the Staff’s review, under separate cover, support for the referenced statement.
13.
Please provide support for your statement that UFC is “the largest PPV event provider in the
world.”
Response to Comment 13: In response to the Staff’s comment, the Companies advises the Staff
that UFC is concurrently submitting for the Staff’s review, under separate cover, support for the referenced statement.
14.
You attribute the changes in revenue over the reporting periods to multiple sources and factors. Please
expand your results of operations discussion to quantify the amount of changes contributed by each underlying source and factor that you identified. Refer to Item 303 of Regulation S-K.
Response to Comment 14: The Companies acknowledge the Staff’s comment and in response have revised the
disclosure on pages 198 and 199 of Amendment No. 1.
15.
Your direct operating costs decreased in 2022 from 2021 despite an increase in revenue during the same
period. Please expand your discussion to explain the inverse relationship between the changes in revenue and direct operating costs. Refer to Item 303 of Regulation S-K.
Response to Comment 15: The Companies acknowledge the Staff’s comment and in response have revised the disclosure on page 199
of Amendment No. 1.
16.
Please tell us how you determined that the fair value of the property, buildings and equipment was equal to
its carrying amount.
Response to Comment 16: The Companies acknowledge the Staff’s comment and note that
the fair value adjustments related to WWE’s property, buildings and equipment in the pro forma financial statements are currently in process. Additional information is necessary to finalize our assessment and some information may not be
available until the closing of the Transactions. However, as the majority WWE’s property, buildings and equipment relate to the new headquarters facility in Stamford, CT, we do not expect the fair value adjustments related to property,
buildings and equipment to be significant. The Companies have revised Note 2 to include a reference to property, buildings and equipment.
Suying Li
Joel Parker
Alyssa Wall
Donald Field
Division of Corporation Finance
Office of Trade & Services
Securities and Exchange
Commission
Page
5
17.
Refer to adjustment 4(j). Please tell us your calculation of the $4,865,677 to record the pro forma
nonredeemable non-controlling interests.
Response to Comment
17: The pro forma balance sheet included in Amendment No. 1 has been updated to March 31, 2023. The Companies calculated the pro forma nonredeemable non-controlling interests as of
March 31, 2023 as follows:
New PubCo pro forma combined assets
$
13,527,072
New PubCo pro forma combined liabilities
4,315,529
New PubCo pro forma combined net assets
9,211,543
Adjustment to remove New PubCo net deferred tax liability
505,988
a
HoldCo pro forma net assets attributable to nonredeemable
non-controlling interests
$
9,717,532
Multiplied by EDR OpCo’s economic ownership interest in HoldCo
52%
b
New PubCo pro forma nonredeemable non-controlling
interests
$
5,026,288
a
100% of the economic interest related to the net deferred tax liability recorded as a result of purchase
accounting for the acquisition of WWE as well as the establishment of HoldCo taxable temporary differences (as Holdco was historically a limited liability company taxed as a partnership) is attributable to New PubCo shareholders.
b
Represents EDR OpCo’s economic ownership interest in HoldCo assuming the Transactions and the Convertible
Debt Transactions occurred as of March 31, 2023 and no Other WWE equity securities are converted into New PubCo Class A common stock.
This same methodology was used to calculate the pro forma nonredeemable non-controlling interests as of December 31, 2022.
Suying Li
Joel Parker
Alyssa Wall
Donald Field
Division of Corporation Finance
Office of Trade & Services
Securities and Exchange
Commission
Page
6
18.
We note your disclosure regarding the interests of WWE’s directors and executive officers in the
transactions, including your disclosure that the WWE Board “carefully considered” the interests during the deliberations regarding the merits of the transactions. Please expand your disclosure to specifically state how the interests of the
directors and executive officers, including the sales bonuses, were considered by the WWE Board.
Response to
Comment 18: The Companies acknowledge the Staff’s comment and in response have revised the disclosure on pages 95 and 232 of Amendment No. 1.
19.
Please provide a tax opinion covering the material federal tax consequences of the transactions to the
holders of WWE’s securities and revise your disclosure accordingly to tailor it to address the material federal tax consequences of the transactions to those public investors. Please refer to Item 601(b)(8) of Regulation S-K, per Item 21(a) of Form S-4. For guidance in preparing the opinion and related disclosure, please refer to Section III of Staff Legal Bulletin No. 19. Additionally,
we note the summary of the tax opinion to be delivered by Paul, Weiss, Rifkind, Wharton & Garrison LLP to be filed as Exhibit 8.1 does not appear to address the above referenced form requirement to address the material federal tax
consequences of the transaction to the public investors. Lastly, please also revise the section throughout to remove any inappropriate disclaimers or limitations on reliance. Refer to Section III.D.1 of Staff Legal Bulletin No. 19.
Response to Comment 19: The Companies acknowledge the Staff’s comment and in response have revised the
disclosure on pages 240 and 241 of Amendment No. 1, and have filed a tax opinion as Exhibit 8.1 to the Registration Statements.
Suying Li
Joel Parker
Alyssa Wall
Donald Field
Division of Corporation Finance
Office of Trade & Services
Securities and Exchange
Commission
Page
7
20.
You refer to the international nature of UFC’s business, including business in Russia. Please describe
the direct or indirect impact of Russia’s invasion of Ukraine on your business. In addition, please also consider any impact:
•
resulting from sanctions, limitations on obtaining