Untitled
Untitled
Untitled
Disclaimer (1/2)
Cautionary Statement Regarding Forward-Looking Statements
This communication, and oral statements made from time to time by our representatives may contain, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally include statements regarding
the potential transaction between Endeavor Group Holdings, Inc. (“Endeavor”) and WWE (“WWE”), including statements regarding the expected timetable for completing the potential transaction, the ability to
complete the potential transaction, expected synergies, impacts and benefits of the potential transaction, projected financial information, future opportunities, and other statements regarding the combined
company’s (“NewCo”) and WWE’s future expectations, beliefs, plans, objectives, results of operations, financial condition and cash flows, or future events or performance. Statements that do not relate to mat-
ters of historical fact should be considered forward-looking statements, including, without limitation, the expected market opportunity, growth, financial performance, realizable synergies and closing of the
transaction. All statements other than statements of historical facts contained in this communication may be forward-looking statements. In some cases, you can identify forward-looking statements by terms
such as “may,” “will,” “outlook”, “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of
these terms or other similar expressions. The forward-looking statements in this communication are only predictions. Endeavor and WWE management have based these forward-looking statements largely on
their current expectations and projections about future events and financial trends that management believes may affect its business, financial condition and results of operations. These statements are neither
promises nor guarantees and involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from what is
expressed or implied by the forward-looking statements, including, but not limited to: the transaction will not be consummated; there may be difficulties with the integration and in realizing the expected benefits
of the transaction; Endeavor and WWE may need to use resources that are needed in other parts of its business to do so; there may be liabilities that are not known, probable or estimable at this time; the trans-
action may result in the diversion of management’s time and attention to issues relating to the transaction and integration; expected synergies and operating efficiencies attributable to the transaction may not
be achieved within its expected time-frames or at all; there may be significant transaction costs and integration costs in connection with the transaction; unfavorable outcome of legal proceedings that may be
instituted against WWE and Endeavor following the announcement of the transaction; and risks inherent to the business may result in additional strategic and operational risks, which may impact Endeavor’s,
NewCo’s and WWE’s risk profiles, which each company may not be able to mitigate effectively. In addition, a number of important factors could cause the Endeavor’s or NewCo’s actual future results and other
future circumstances to differ materially from those expressed in any forward-looking statements, including but not limited to those important factors discussed in Part I, Item 1A “Risk Factors” in Endeavor’s or
WWE’s respective Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as any such factors may be updated from time to time in its other filings with the Securities and Exchange Commis-
sion (the “SEC”), accessible on the SEC’s website at www.sec.gov, Endeavor’s investor relations site at investor.endeavorco.com and WWE’s investor relations site at corporate.WWE.com. Forward-looking state-
ments speak only as of the date they are made and, except as may be required under applicable law, neither Endeavor nor Whale undertakes no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
Disclaimer (2/2)
Non-GAAP Financial Information
In addition to the financials presented in accordance with U.S. generally accepted accounting principles (“GAAP”), this presentation, and the accompanying oral presentation, include certain non-GAAP financial
information. Non-GAAP metrics have limitations as analytical tools and you should not consider them in isolation or as a substitute for or superior to the most directly comparable financial measures prepared in
accordance with U.S. GAAP. There are a number of limitations related to the use of non-GAAP metrics versus their nearest GAAP equivalents. Other companies, including those in Endeavor’s and WWE’s industry,
may calculate non-GAAP metrics differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of the non-GAAP metrics used in this presentation as tools for
comparison. Endeavor and WWE urge you to review the reconciliations of these non-GAAP metrics to the most directly comparable GAAP financial measures, and not to rely on any single financial measure to
evaluate Endeavor and WWE and their business. See the Appendix for a reconciliation between each non-GAAP metric and the most comparable GAAP measure. In addition, the companies also present cer-
tain GAAP and non-GAAP financial measures on a “combined” basis. The combined GAAP information and the combined non-GAAP financial measures presented herein combine stand-alone UFC and WWE
results for the periods presented.
Transaction Rationale
NewCo is a pure-play IP ownership company operating in some of the most attractive
parts of the fast-growing global sports and entertainment ecosystem
UFC and WWE are two complementary, iconic companies with leading brands in their respective categories
Opportunity to own two global sports and entertainment leaders in a single company
Endeavor has shown a track record of value creation across UFC and other strategic acquisitions
and built a deep history and trusted partnership with WWE over the past two decades
Highly attractive financial profile including expected double-digit revenue growth opportunity,
high Adjusted EBITDA margins and free cash flow generation at scale
Note: Revenue growth figures based on FY2019 – FY2022 CAGR. Adj. EBITDA margin based on FY2022
I N V E S T O R P R E S E N TAT I O N A P R I L 2 0 2 3 PG.5
Transaction Overview
Endeavor to form a $21B+ global pure-play live sports and entertainment Endeavor WWE
company comprised of UFC and WWE Shareholders Shareholders
UFC, which is owned by Endeavor, and WWE will form NewCo, a new
100%
Ownership
49%
Ownership
publicly-listed company that is expected to trade on the NYSE
$21.4B
Enterprise Value2 $12.1B $9.3B
$9.3B
$12.1B Less Net Debt3 ($2.7B) ($0.3B)
$4.1B $12.1B
FDSO4 466.1M 85.1M
Domestic and
International Rights
Net Operating
Synergies1
Note:
1. Net operating synergies defined as expected cost savings post transaction close, less incremental management fee payable to Endeavor
I N V E S T O R P R E S E N TAT I O N A P R I L 2 0 2 3 PG.8
A N I N T E G R AT E D G L O B A L S P O R T S A N D E N T E R TA I N M E N T C O M PA N Y
I N V E S T O R P R E S E N TAT I O N A P R I L 2 0 2 3 PG.9
NewCo
Note:
1. Employee and country information as of 12/31/2022
2. Owned and represented IP may include certain assets acquired after 12/31/2022
I N V E S T O R P R E S E N TAT I O N A P R I L 2 0 2 3 PG.10
2.8x
Average Annual Value Rights Growth
12%
YoY Growth in Live Sports and Concerts Spend CAGR
(NFL, NBA, NHL, MLS) (CY2019-CY2022)
PREMIUM CONTENT IN HIGH DEMAND GROW TH IN ONLINE AND OFFLINE SPORTS WAGERING
10%
Global Content Spend CAGR
13%
Global Gross Gaming Revenue CAGR
(CY2023-CY2025) (CY2021-CY2025)
Source: S&P Global (Kagan), Public Information, MSER AlphaWise Survey, MSER, American Gaming Association, Box Office Mojo
I N V E S T O R P R E S E N TAT I O N A P R I L 2 0 2 3 PG.11
Events, Experiences and Rights – Super Bowl LVI results in On Location’s largest ever hospitality event
Bringing Sports and Lifestyle – Madrid Open hosts a record 300,000 attendees
Events to Fans – Record deals for Big 10, EuroLeague, Cricket South Africa and Wimbledon
Sports Data and Technology – Closed OpenBet acquisition, creating a true, end-to-end betting solution
Deepening Penetration in the High – Plan to report new reporting segment in Q1 2023 to increase financial
Growth Sports Betting Market disclosure and transparency
Strong Financial
Performance $5.3B $1.2B
FY2022A Revenue FY2022A Adj. EBITDA
22%
FY2022A Adj. EBITDA Margin
Complementary
Relationship with NewCo 51% Control Shareholder
Notes: Adjusted EBITDA, Adjusted EBITDA margin and Net Leverage are non-GAAP financial measures. For reconciliations to the closest applicable GAAP measures, please see appendix.
1. Net leverage based on company filing as of 12/31/2022, down from 6.0x LTM leverage at time of IPO
2. Combined Endeavor and WWE net leverage as of 12/31/2022
I N V E S T O R P R E S E N TAT I O N A P R I L 2 0 2 3 PG.13
$1,332
25%
$1,512
29%
$648
44%
$470
32%
4.8x
3.8x
$2,452 $344
46% 24%
OSP Representation Events, Experiences and Rights OSP Representation Events, Experiences and Rights 2021 2022
Source: As of 12/31/2022
Notes: Endeavor historical financials.
1. Includes $28M of eliminations
2. Adjusted EBITDA, Adjusted EBITDA margin and Net Leverage are non-GAAP financial measures. For reconciliations to the closest applicable GAAP measures, please see appendix. $1.2B Adj. EBITDA includes $297M of corporate expenses, Adj. EBITDA chart mix does not include corporate expenses.
3. Based on LTM Adj. EBITDA 12/31/2021 and 12/31/2022
I N V E S T O R P R E S E N TAT I O N A P R I L 2 0 2 3 PG.14
Note:
1. Based on FY2017-FY2022 historical financials
I N V E S T O R P R E S E N TAT I O N A P R I L 2 0 2 3 PG.15
I N V E S T O R P R E S E N TAT I O N A P R I L 2 0 2 3 PG.16
$0.6B
T H
ROW
+ G
2X
ROW
TH $0.4B
X G
$0.3B ~3
ADJ. EBTIDA¹
ADJ. EBTIDA¹
$0.1B
FY2017 FY2022 FY2017 FY2022
Note:
Annual Events, Countries, Households, Global Fans as of FY2022. Global Fans as per YouGov.
1. Adj. EBITDA is a Non-GAAP financial measures. For a reconciliation to the closest applicable GAAP measure, please see the appendix.
I N V E S T O R P R E S E N TAT I O N A P R I L 2 0 2 3 PG.17
$1.1B $1.3B
FY2022 Revenue FY2022 Revenue
Note: Figures for UFC and WWE are for FY2022. WWE Media and Live Events excluding Sponsorship and Advertising revenue.
I N V E S T O R P R E S E N TAT I O N A P R I L 2 0 2 3 PG.18
GR $87B
CA
GR 9%
CA
8% $74B
GR GR
CA GR CA $67B
CA 8%
6% 8%
$60B $62B
AGR
C
$51B 7%
$50B $53B
$40B
Note: 2019 historical figures. 2022 and 2025 forecasted figures. Based on third party market data.
I N V E S T O R P R E S E N TAT I O N A P R I L 2 0 2 3 PG.19
High Engagement
Global Growth
Year-Round Content
Note: Entities listed above reflect a small sample of overall sports and entertainment players
I N V E S T O R P R E S E N TAT I O N A P R I L 2 0 2 3 PG.20
Endeavor and WWE have built a deep history and trusted partnership
Attractive rights portfolio with highly contracted revenue base and visible growth
further supported by upcoming domestic and international media rights renewals
Cross-promotion to drive brand awareness and deepen penetration across global fan base
I N V E S T O R P R E S E N TAT I O N A P R I L 2 0 2 3 PG.21
MAXIMIZE MEDIA
RIGHTS VALUE
ENHANCE SPONSORSHIP
OPPORTUNITIES
ACCELERATE BRAND
MULTIPLE AVENUES AND TALENT PLACEMENT,
FOR FUTURE GROWTH PRODUCT LICENSING
CAPABILITIES
GLOBAL FAN BASE +75M Entered new markets (France), investment in local
Fan Base Growth
EXPANSION Since Jan-2021
stars (China, Mexico), strong content promotion
DOMESTIC Meaningful AAV Growth Broad and strong relationships to maximize value
MEDIA RIGHTS Since Prior Contract from U.S. rights
INTERNATIONAL 100%+ Leader in international rights with 30+ IMG Media offices
AAV Growth1
MEDIA RIGHTS Since IPO
and global sales force enhancing global rights value
Note: Figures are as of FY2022. AAV refers to Average Annual Value. Fan base grew from 625M in Jan-2021 to 700M+ today (source: YouGov).
1. Calculated as the simple average of AAV increase by territory, which compares AAV of previous media rights deals to AAV of new media rights deal for each territory.
I N V E S T O R P R E S E N TAT I O N A P R I L 2 0 2 3 PG.23
CAPABILITIES
$1B combined cost base (excluding COGS), of which ~50% appears highly addressable
Key Financials
Attractive combined financial profile and healthy balance sheet, prior to expected net
operating synergies and revenue opportunities
Note: Figures as of FY2022. For a reconciliation of Non-GAAP financial measures to the closest applicable GAAP measure, please see the appendix
1. Adjusted EBITDA and Adjusted EBITDA margin are Non-GAAP financial measures.
2. Contracted revenue percentage represents the portion of total 2022 revenue made up of fixed fee contracts primarily consisting of media rights, sponsorship, consumer products and site fees
3. Free Cash Flow is a Non-GAAP financial measure. FCF defined as cash provided by operating activities less cash used for capital expenditures.
4. FCF conversion is a Non-GAAP financial measure. FCF Conversion defined as FCF/ Adj. EBITDA.
5. Net leverage is a Non-GAAP financial measure. Net leverage based on LTM Adj. EBITDA 12/31/2022. WWE’s cash include cash and cash equivalents and short-term investments, net. WWE’s debt includes finance and mortgage leases.
I N V E S T O R P R E S E N TAT I O N A P R I L 2 0 2 3 PG.26
ORGANIC INVESTMENTS
CONTINUED DELEVERAGING
DISCIPLINED M&A
I N V E S T O R P R E S E N TAT I O N A P R I L 2 0 2 3 PG.27
APPENDIX
I N V E S T O R P R E S E N TAT I O N A P R I L 2 0 2 3 PG.30
Notes: Figures as of FY2022. 1 Includes $170.6 million of capital expenditures related to WWE’s new headquarter facility for FY2022. Excluding this amount, Free Cash Flow was $296.3 million for FY2022.
I N V E S T O R P R E S E N TAT I O N A P R I L 2 0 2 3 PG.31