World Wrestling Entertainment, Inc. (NYSE:WWE) Files An 8-K Entry into a Material Definitive Agreement

World Wrestling Entertainment, Inc. (NYSE:WWE) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01.

Entry into a Material Definitive Agreement.

On December12, 2016, World Wrestling Entertainment, Inc. (the
Company) entered into the First Amendment to the Amended and
Restated Credit Agreement (the First Amendment) among the
Company, as borrower, the lenders named therein and JPMorgan
Chase Bank, N.A., as administrative agent (the Agent). The First
Amendment amends the Amended and Restated Credit Agreement dated
as of July29, 2016 (the Credit Agreement). The First Amendment
was entered into in connection with the Companys intention to
offer $175 million aggregate principal amount of convertible
unsecured senior notes due 2023 as described in Item8.01 below.

The First Amendment provides for, among other things, (i)a
reduction in the Commitment (as defined in the Credit Agreement)
from $150 million to $100 million, (ii)an increase in the limit
of the Consolidated Leverage Ratio (as defined in the Credit
Agreement) from 3.0:1.00 to 3.5:1.00 and (iii)an increase in the
limit of the Consolidated Leverage Ratio as a condition to
optional debt payments from 1.5:1.00 to 3.0:1.00.The
effectiveness of the amendments set forth in the immediately
preceding clauses (i), (ii)and (iii)is conditioned upon, among
other things, the completion of the offering described in
Item8.01 below. The First Amendment also permits the Company to
issue the convertible notes described below and enter into the
convertible note hedge and warrant transactions described in
Item8.01 below.

The foregoing is a summary description of certain terms of the
First Amendment and does not purport to be complete, and it is
qualified in its entirety by reference to the full text of the
First Amendment, which is filed as Exhibit 10.18A to this Current
Report on Form 8-K and incorporated herein by reference.


Item7.01.
Regulation FD Disclosure.

On December12, 2016, the Company issued a press release
announcing its intention to offer $175 million aggregate
principal amount of convertible unsecured senior notes due 2023
in a private placement transaction to qualified institutional
buyers to Rule 144A under the Securities Act of 1933, as
amended.The Company also expects to grant the initial purchasers
of the notes a 30-day option to purchase up to an additional
$26.25 million aggregate principal amount of the notes. A copy of
the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.

In connection with the pricing of the notes, the Company expects
to enter into convertible note hedge transactions with one or
more of the initial purchasers or their respective affiliates
(the option counterparties). The Company also expects to enter
into warrant transactions with the option counterparties.

In addition on December 12, 2016, the Company issued a press
release which, among other things, reaffirms certain guidance for
the fourth quarter of 2016 previously provided by the Company. A
copy of the press release is attached hereto as Exhibit 99.2 and
is incorporated herein by reference.

The information in this Item 7.01 and Exhibits 99.1 and 99.2
hereto is being furnished only and shall not, except to the
extent required by applicable law or regulation, be deemed filed
for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the Exchange Act), or otherwise subject to the
liabilities of that Section, nor shall it be deemed incorporated
by reference into any filing under the Securities Act of 1933, as
amended, or the Exchange Act.


Item9.01.
Financial Statements and Exhibits.

(d) Exhibits.


Exhibit


Number


Description

10.18A First Amendment, dated as of December 12, 2016, to Amended
and Restated Revolving Credit Facility dated July29, 2016,
and related exhibits and schedules.
99.1 Press Release dated December 12, 2016.
99.2 Press Release dated December 12, 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 down -0.34 at 19.93 with 350,390 shares trading hands.

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