Earlier today, business site CNBC released the video of Scott Wapner’s interview with WWE Chairman Vince McMahon and Endeavor CEO Ari Emmanuel about the deal that was announced earlier today that Endeavor will be buying WWE.

During the course of the 16-minute interview, Wapner touched on a few things, including asking McMahon directly as to whether the rationale for the sale had anything to do with McMahon’s sex scandal that resulted in his resignation from the board of directors last year, before he used his controlling shareholder interest to come back to the board with the intention to manage a sale of the company. McMahon denied that was the rationale, saying that this was simply the right time, though he did note he’s “made mistakes… both personally and professionally through my 50-year career,” and noting that when he did, he “… owned up to every single one of them and then moved on.”

Both McMahon and Emmanuel noted the two have had a lengthy relationship, and that their mutual trust and admiration for each other will help ensure the success of the newest venture – though, they did joke about which one of them was actually in charge, and laughingly said they might have to settle things in the ring.

Further, both noted that they are confident that the deal will be of benefit to all shareholders, which is paramount. Wapner asked McMahon if he was also happy with the deal, noting that most pundits predicted that he would run the company until his dying day. McMahon seemingly had no second thoughts about the decision, calling the announcement of the deal a “… great day, one of the best of (his) life.”

Both companies filed the transcript of the interview – which is reprinted below with the SEC as per their respective corporate reporting obligations.


Transcript of the interview of Ariel Emanuel, Chief Executive Officer of Endeavor Group Holdings, Inc. (“Endeavor”) and Vincent K.
McMahon, Executive Chairman of the Board of Directors of World Wrestling Entertainment, Inc. (“WWE”), on CNBC’s “Squawk on the Street” on
April 3, 2023. 


Vince: This is the biggest thing Ari Emanuel and Vince McMahon have ever done. Combining forces like this, there’s nothing like this, there’s never been
anything like this and they’re going to be talking about this for a long time.

Scott: There were a lot of other suitors?

Vince: There were, but Ari, really, the synergies, everyone was very interested in this, and I appreciate that, but the synergies that Ari brings, totally different
than everyone else.

Scott: That said, many doubted we would ever see this day, that you would ever be willing to sell a controlling stake in your company. You are the WWE, and
the WWE is you, so why?

Vince: It’s the right time. It’s the right time to do the right thing. And it’s the next evolution of WWE. I could probably do what Ari is right now with UFC, you
know, it would take me ten years. By the time I would grab those ten years, he would be ten years ahead, so it makes all the sense in the world for all these
synergies that we have to extract all of the value we can out of the marketplace.

Scott: The deal values UFC, you mentioned some numbers, $12 billion, and WWE at $9.3 billion. That’s a big number. WWE’s market cap is $6.5 billion.

Ari: Here’s what I would say to this, exactly why we did this because I think we weren’t getting the pure value, I don’t think the WWE was getting pure value.
Combined, it’s rarefied air, the two of us. And I think the analysts will be able to do it, it’s good for the shareholders of the WWE and for the shareholders of
Endeavor. And then, when you look back, I don’t believe that the Endeavor shareholders were getting pure play for the rest of the assets that we had, and I think
for the first time, you now have the ability to do that in both situations and that’s a win-win, which is what Vince and I have always talked about.

Scott: When I throw those kinds of numbers out to you, I mean, the word on the street was that you wanted $9 billion. This values the WWE at $9.3 billion so,
despite everything that’s happened –

Vince: I’m a visionary.

Scott: Well, you hit the number.

Vince: Yes, deservedly so

Ari: But here’s what I would also say to you. We paid a fair price, and I’ll tell you why we paid a little bit for controlled premium. With our cost cuts,
their new deals coming up, which is right now. And our cost savings that we think we can extract from the business right now and grow the business
with all of our levers, whether it be international sales, domestic, sponsorship, gambling, all the things that we do, but I think it’s rarefied air. I would
also say to you, when I bought IMG, everybody said I overpaid it was actually one of the cheapest deals in sports for sure, when I bought the UFC,
everybody was at like, $4.2 billion, everybody was, like, crazy. We’ve tripled the EBITDA in that period of time and now, with this, this is going to be
UFC 2.0 as it relates to all the things in the flywheel that we can bring and we have unbelievably attractive economics. The balance sheet’s incredible
our debt ratio is less than three times, our free cash flow conversion is unbelievable, so, I think when people look at this business on a combined basis,
and also look at the remaining assets for both shareholder, it’s incredible.

Scott: What I thought was interesting, Ari, is that Vince is going to be the executive chairman of the new company. That implies that he is going to have
a say.

Ari: Well, I would have said the following. I would have body-slammed him if he thought he was going to leave, because as I said to you before, here’s a man
who has seen around the corners at every beat over the last 40 years of this business and has a vision for where this business, way before a lot of people see it.
Him now being able to utilize what we have built in our flywheel, I’m the luckiest guy in the world, because I got Vince McMahon, a visionary, that sees
around corners. I got Dana White, and what we’ve built. that is pretty unstoppable.

Scott: So, you wanted him to stay?

Ari: Oh my god yes, oh my god.

Scott: Did he have to convince you to stay?

Vince: Not that much. I love what I do, I love building WWE. All my life is my passion, and to have an opportunity to have it grow like this in an exponential
standpoint, can’t be better than that.

Scott: It’s an interesting plot twist, because not a lot of people saw this coming in fact, your own CEO, Nick Khan, told our David Faber just back in February,
“Vince has to declare to the board, to me, to other upper management, he is 100% open to a transaction where he’s not included in the company moving

Vince: Sure.

Scott: You were ready to walk away?

Vince: Absolutely.

Ari: I wasn’t going to let him. And let me tell you, we have a relationship for 23 years. There’s a trust. There’s a friendship. When you’re going into business
and going forward, I think that’s important I’m glad he chose us, because it was a very competitive situation. But for us, it’s an honor and also, we’re so lucky
because of his vision about where the business is and where it’s going.

Scott: What happens if you guys disagree executive chairman McMahon says, I think we should be doing this. CEO Emanuel says, no, I think we should be
doing this, and this is my show what happens

Vince: Well, what happens there is we have a little contest in the ring.

Scott: Some people are going to say he’s not joking.

Vince: All right okay I outweigh Ari by a hundred pounds, so I think that’s the answer.

Ari: Here’s what we said, and I said it to him if we disagree on something that we want to do, guess what? We’re not doing it. It’s the relationship I have with
Silverlake. I would never put that — and it’s the relationship I have with Dana. Dana’s got the say as it relates to UFC, Vince as it relates to the WWE. He’s
going to have the say, we have nothing to do with the creative process, that’s Vince’s, and that’s Dana’s situation. All the back stuff, we’re going to try and do
what we do. I think that’s what he wants but if there’s a disagreement, that’s called a relationship – we will work it out, and that’s how we have it.

Vince: Well, we make it clear: I thought you work for me.

Scott: On the creative side, Vince, do you plan to be as involved as you have in the past on the creative side?

Vince: Yes and no. On a higher level yes, in the weeds, which you always love to get in the weeds in the past, no, can’t do that.

Scott: What happens if Vince says, you know what, Mr. McMahon – character – decides he wants to get back into the ring. Do you let him?

Ari: His choice.

Scott: Purely his choice?

Ari: Purely.

Vince: That’s not going to happen.

Scott: I can’t help but wonder and I have to ask you—had the scandal not happened would we be sitting here today.

Vince: Absolutely.

Scott: Why?

Vince: Because it makes sense. Nothing’s ever happened like this before, and again, I’m always looking at what’s best for our stockholders and what’s
best for the company. This is the best thing that’s happened in a long time. All the WrestleManias combined, there have been 39 including tomorrow.
Does it really equal to the magnitude of what we will do together?

Scott: Did that event push you towards this day faster than you ever thought you’d be here?

Vince: No, it didn’t, in and of itself, no. But it’s great that we can combine all of this news together at the same time.

Scott: Is this a good day for Vince McMahon and the WWE?

Vince: It’s a great day, one of the best of my life.

Scott: This company’s been in your family for 70 years. Is it a tough day?

Vince: No, it’s a great day. Things have to evolve. Family, business, it has to evolve for all the right reasons. And this is the right business decision and
thus far it’s the right family decision.

Scott: I want to ask you about how you think about your legacy given where you took this company, what’s happened in the last year, the regrets you
may have as a result of all that and how you think your legacy and your story will be told.

Vince: Well, let me just say I’ve made mistakes, obviously, both personally and professionally through my 50-year career. I’ve owned up to every single
one of them and then moved on. I’m not sure the legacy stuff, I’m not going to write it, so I don’t know. I want to say as someone who had an
extraordinary amount of fun, great passion for what they did and wound up doing the biggest deal he’s ever done in his life.