World Wrestling Entertainment, Inc. (NYSE:WWE) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
Purchase Agreement
On December12, 2016, World Wrestling Entertainment, Inc. (the
Company) entered into a purchase agreement (the Purchase
Agreement) with J.P. Morgan Securities LLC and Morgan Stanley Co.
LLC, as representatives of the several initial purchasers named
therein (collectively, the Initial Purchasers), to issue and sell
$200million aggregate principal amount of its 3.375% Convertible
Senior Notes due 2023 (the Notes) in a private placement to
qualified institutional buyers within the meaning of Rule 144A
under the Securities Act of 1933, as amended (the Securities
Act), to an exemption from the registration requirements of the
Securities Act afforded by Section 4(a)(2) of the Securities Act.
In addition, the Company granted the Initial Purchasers a 30-day
option to purchase up to an additional $30.0million aggregate
principal amount of the Notes.
The Purchase Agreement includes customary representations,
warranties and covenants by the Company and customary closing
conditions. Under the terms of the Purchase Agreement, the
Company has agreed to indemnify the Initial Purchasers against
certain liabilities.
The description of the Purchase Agreement contained herein is
qualified in its entirety by reference to the full text of the
Purchase Agreement, which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated herein by
reference.
Convertible Note Hedge Transactions
In connection with the pricing of the Notes, on December12, 2016,
the Company entered into convertible note hedge transactions with
respect to its Class A common stock (the Convertible Note Hedge
Transactions) with JPMorgan Chase Bank, National Association,
London Branch, Morgan Stanley Co. International plc and Citibank,
N.A., affiliates of three of the Initial Purchasers
(collectively, the Counterparties). The Company paid an aggregate
amount of $34.1million to the Counterparties for the Convertible
Note Hedge Transactions. The Convertible Note Hedge Transactions
cover, subject to anti-dilution adjustments substantially similar
to those in the Notes, approximately 8.03million shares of the
Companys ClassA common stock, the same number of shares initially
underlying the Notes, at a strike price that initially
corresponds to the initial conversion price of the Notes, and are
exercisable upon conversion of the Notes. The Convertible Note
Hedge Transactions will expire upon the maturity of the Notes,
unless earlier terminated.
The Convertible Note Hedge Transactions are expected generally to
reduce the potential dilution to the Companys Class A common
stock upon any conversion of the Notes and/or offset any cash
payments the Company is required to make in excess of the
principal amount of the converted Notes, as the case may be, in
the event that the market price per share of the Companys Class A
common stock, as measured under the Convertible Note Hedge
Transactions, is greater than the strike price of the Convertible
Note Hedge Transactions.
The Convertible Note Hedge Transactions are separate
transactions, entered into by the Company with the
Counterparties, and are not part of the terms of the Notes.
Holders of the Notes will not have any rights with respect to the
Convertible Note Hedge Transactions. The foregoing description of
the Convertible Note Hedge Transactions is qualified in its
entirety by reference to the full text of the related agreements,
which are filed as Exhibits 10.2, 10.4 and 10.6 to this Current
Report on Form 8-K
and are incorporated herein by reference.
Warrants
In addition,
concurrently with entering into the Convertible Note Hedge
Transactions, on December12, 2016 the Company separately entered
into warrant transactions (the Warrants), whereby the Company
sold to the Counterparties warrants to acquire, collectively,
subject to anti-dilution adjustments, approximately 8.03million
shares of the Companys ClassA common stock at an initial strike
price of approximately $31.89 per share, which represents a
premium of approximately 60.0% over the last reported sale price
of the Companys Class A common stock of $19.93 on December12,
2016. The Company received aggregate proceeds of $19.46million
from the sale of the Warrants to the Counterparties. The Warrants
were sold in private placements to the Counterparties to an
exemption from the registration requirements of the Securities
Act afforded by Section 4(a)(2) of the Securities Act.
If the market
price per share of the Companys Class A common stock, as measured
under the Warrants, exceeds the strike price of the Warrants, the
Warrants could have a dilutive effect with respect to the
Companys Class A common stock, unless the Company elects, subject
to certain conditions, to settle the Warrants in cash.
The Warrants are
subject to either adjustment or termination upon the occurrence
of specified extraordinary events affecting the Company,
including a merger event, tender offer, and a nationalization,
insolvency or delisting involving the Company. In addition, the
Warrants are subject to certain specified additional disruption
events that may give rise to a termination of the Warrants,
including changes in law, insolvency filings and hedging
disruptions.
Aside from the
initial payment of a premium to the Counterparties under the
Convertible Note Hedge Transactions, which amount is partially
offset by the receipt of a premium under the Warrants, the
Company is not required to make any cash payments to the
Counterparties under the Convertible Note Hedge Transactions and
will not receive any proceeds if the Warrants are
exercised.
The Warrants are
separate transactions from the Convertible Note Hedge
Transactions, entered into by the Company with the
Counterparties, and are not part of the terms of the Notes.
Holders of the Notes will not have any rights with respect to the
Warrants. The foregoing description of the Warrants is qualified
in its entirety by reference to the full text of the related
agreements, which are filed as Exhibits 10.3, 10.5 and 10.7 to
this Current Report on Form 8-K and are incorporated herein by
reference.
If the Initial
Purchasers exercise their option to purchase up to an additional
$30.0million aggregate principal amount of the Notes, the Company
intends to enter into additional Convertible Note Hedge
Transactions, which will initially cover, collectively, the
number of shares of the Companys Class A common stock that will
initially underlie the additional Notes sold to the Initial
Purchasers. If the Company enters into any additional Convertible
Note Hedge Transactions, the Company also intends to enter into
additional Warrants initially relating to the number of shares of
its Class A common stock underlying the additional Convertible
Note Hedge Transactions.
Indenture
On December 16,
2016, the Company entered into an Indenture (the Indenture) with
U.S. Bank National Association, as trustee (the Trustee),
relating to the Notes. The Notes will bear interest at a rate of
3.375% per year, payable semiannually in arrears on June15 and
December15 of each year, beginning on June15, 2017. The Notes
will mature on December15, 2023, unless earlier repurchased by
the Company or converted to their respective terms.
The initial
conversion rate of the Notes is 40.1405 shares of Class A common
stock per $1,000 principal amount of Notes (which is equivalent
to an initial conversion price of approximately $24.91 per share
of Class A common stock). The conversion rate will be subject to
adjustment upon the occurrence of certain specified events but
will not be adjusted for accrued and unpaid interest. In
addition, upon the occurrence of a make-whole fundamental change
(as defined in the Indenture), the Company will, in certain
circumstances, increase the conversion rate by a number of
additional shares for a holder that elects to convert its Notes
in connection with such make-whole fundamental change.
Prior to the close
of business on the business day immediately preceding June15,
2023, the Notes will be convertible only under the following
circumstances: (1)during any calendar quarter commencing after
the calendar quarter ending on December31, 2016 (and only during
such calendar quarter), if the last reported sale price of the
Companys Class A common stock for at least 20 trading days
(whether or not consecutive) during a period of 30 consecutive
trading days ending on the last trading day of the immediately
preceding calendar quarter is greater than or equal to 130% of
the conversion price on each applicable trading day; (2)during
the five business day period immediately after any ten
consecutive trading day period (the measurement period) in which
the trading price per $1,000 principal amount of Notes for each
trading day of the measurement period was less than 98% of the
product of the last reported sale price of the Companys Class A
common stock and the conversion rate on each such trading day; or
(3)upon the occurrence of specified corporate events. On or after
June15, 2023 until the close of business on the second
scheduled
trading day
immediately preceding the maturity date, holders may convert all
or any portion of their Notes, in multiples of $1,000 principal
amount, at the option of the holder regardless of the foregoing
circumstances. Upon conversion, the Company will pay or deliver,
as the case may be, cash, shares of its Class A common stock or a
combination of cash and shares of its Class A common stock, at
the Companys election.
The Company may
not redeem the Notes prior to the maturity date and no sinking
fund is provided for the Notes. Upon the occurrence of a
fundamental change (as defined in the Indenture), subject to
certain conditions, holders may require the Company to repurchase
for cash all or part of their Notes in principal amounts of
$1,000 or an integral multiple thereof at a fundamental change
repurchase price equal to 50% of the principal amount of the
Notes to be repurchased, plus accrued and unpaid interest to, but
excluding, the fundamental change repurchase date.
The Notes are the
Companys general unsecured obligations and rank senior in right
of payment to any of the Companys indebtedness that is expressly
subordinated in right of payment to the Notes. The Notes rank
equal in right of payment to any of the Companys unsecured
indebtedness that is not so subordinated. The Notes rank
effectively junior in right of payment to any of the Companys
secured indebtedness to the extent of the value of the assets
securing such indebtedness. In the event of the Companys
bankruptcy, liquidation, reorganization or other winding up, the
Companys assets that secure secured debt will be available to pay
obligations on the Notes only after all indebtedness under such
secured debt has been repaid in full from such assets. The Notes
rank structurally junior to all indebtedness and other
liabilities (including trade payables) of the Companys
subsidiaries.
Each of the
following events is an event of default with respect to the
Notes, which may result in the acceleration of the maturity of
the Notes:
| 1) |
default in any payment of interest on any Note when due and payable and the default continues for a period of 30 days; |
| 2) |
default in the payment of principal of any Note when due and payable at its stated maturity, upon any required repurchase, upon declaration of acceleration or otherwise; |
| 3) |
the Companys failure to comply with its obligation to convert the Notes in accordance with the Indenture upon exercise of a holders conversion right; |
| 4) |
the Companys failure to give a fundamental change notice or notice of a specified corporate transaction, in each case when due; |
| 5) |
the Companys failure to comply with its obligations under the Indenture with respect to a consolidation, merger or sale of assets; |
| 6) |
the Companys failure for 60 days after written notice from the Trustee or the holders of at least 25% in principal amount of the Notes then outstanding has been received to comply with any of the Companys other agreements contained in the Notes or Indenture; |
| 7) |
default by the Company or any of its subsidiaries with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $20million (or its foreign currency equivalent) in the aggregate of the Company and/or any such subsidiary, whether such indebtedness now exists or shall hereafter be created (i)resulting in such indebtedness becoming or being declared due and payable or (ii)constituting a failure to pay the principal or interest of any such debt when due and payable at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise; |
| 8) |
certain events of bankruptcy, insolvency, or reorganization of the Company or any of its significant subsidiaries, as defined in Article 1, Rule 1-02 of Regulation S-X; or |
| 9) |
a final judgment or judgments for the payment of $20million (or its foreign currency equivalent) or more (excluding any amounts covered by insurance) in the aggregate rendered against the Company or any of its subsidiaries, which judgment is not discharged, bonded, paid, waived or stayed within 60 days after (i)the date on which the right to appeal thereof has expired if no such appeal has commenced, or (ii)the date on which all rights to appeal have been extinguished. |
If an event of
default occurs and is continuing (other than on account of an
event of default as described in clause (8)above with respect to
the Company), the Trustee by notice to the Company, or the
holders of at least 25% in principal amount of the outstanding
Notes by notice to the Company and the Trustee, may declare 50%
of the principal of and accrued and unpaid interest, if any, on
all the Notes to be due and payable. In case of certain events of
bankruptcy, insolvency or reorganization as described in clause
(8)above involving the Company, 50% of the principal of and
accrued and unpaid interest on the Notes will automatically
become due and payable. Upon such a declaration of acceleration,
such principal and accrued and unpaid interest, if any, will be
due and payable immediately.
The foregoing
description of the Indenture and the Notes is qualified in its
entirety by reference to the full text of the Indenture and the
form of Note, which are filed as Exhibits 4.1 and 4.2,
respectively, to this Current Report on Form 8-K and are
incorporated herein by reference.
Item2.03
Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.
The information
set forth in Item 1.01 above is incorporated by reference into
this Item 2.03.
Item3.02
Unregistered Sales of Equity Securities.
The information
set forth in Item 1.01 above is incorporated by reference into
this Item 3.02.
Item9.01
Financial Statements and Exhibits.
(d)
Exhibits.
The following
exhibits are furnished as part of this report.
|
Exhibit Number |
Description |
|
|
4.1 |
Indenture between World Wrestling Entertainment, Inc. and U.S. Bank National Association, as trustee, dated December16, 2016. |
|
|
4.2 |
Form of 3.375% Convertible Senior Note due 2023 (included in Exhibit 4.1). |
|
|
10.1 |
Purchase Agreement between World Wrestling Entertainment, Inc. and J.P. Morgan Securities LLC and Morgan Stanley Co. LLC, as representatives of the initial purchasers named therein, dated December12, 2016. |
|
|
10.2 |
Convertible Note Hedge Confirmation between World Wrestling Entertainment, Inc. and JPMorgan Chase Bank, National Association, London Branch, dated December12, 2016. |
|
|
10.3 |
Warrant Confirmation between World Wrestling Entertainment, Inc. and JPMorgan Chase Bank, National Association, London Branch, dated December12, 2016. |
|
|
10.4 |
Convertible Note Hedge Confirmation between World Wrestling Entertainment, Inc. and Morgan Stanley Co. International plc, dated December12, 2016. |
|
|
10.5 |
Warrant Confirmation between World Wrestling Entertainment, Inc. and Morgan Stanley Co. International plc, dated December12, 2016. |
|
|
10.6 |
Convertible Note Hedge Confirmation between World Wrestling Entertainment, Inc. and Citibank, N.A., dated December12, 2016. |
|
|
10.7 |
Warrant Confirmation between World Wrestling Entertainment, Inc. and Citibank, N.A., dated December12, 2016. |
About World Wrestling Entertainment, Inc. (NYSE:WWE)
World Wrestling Entertainment, Inc. (WWE) is a media and entertainment company. The Company is engaged in the production and distribution of content through various channels, including its WWE Network, television rights agreements, pay-per-view event programming, live events, feature films, licensing of various WWE themed products, and the sale of consumer products featuring its brands. Its principal activities include Media Division, which consists of Network, Television, Home Entertainment and Digital Media; Live Events; Consumer Products Division, which consists of Licensing, Venue Merchandise and WWEShop, and WWE Studios. It operates in 10 segments: Network, which includes its pay-per-view business; Television; Home Entertainment and Digital Media, which are individual segments that comprise the Media Division; Live Events; Licensing, Venue Merchandise and WWEShop, which are individual segments that comprise the Consumer Products Division; WWE Studios, and Corporate and Other. World Wrestling Entertainment, Inc. (NYSE:WWE) Recent Trading Information
World Wrestling Entertainment, Inc. (NYSE:WWE) closed its last trading session up +0.39 at 18.93 with 295,350 shares trading hands.
