STAMFORD, Conn., December 12, 2016 - World Wrestling Entertainment, Inc. (NYSE:WWE) today announced its intention to offer, subject to market conditions and other factors, $175 million aggregate principal amount of convertible senior notes due 2023 (the “notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Act”). WWE 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.

The notes will be unsecured, senior obligations of WWE and interest will be payable semi-annually in arrears. The notes will be convertible into cash, shares of WWE’s Class A common stock or a combination thereof, at WWE’s election. The interest rate, conversion rate and other terms of the notes are to be determined upon pricing of the offering.

WWE expects to use a portion of the net proceeds of the offering of the notes to support the execution of the company’s longterm growth strategy and for general corporate purposes. In addition, part of the proceeds will be used to pay the cost of the convertible note hedge transactions described below (after such cost is partially offset by the proceeds to WWE from the warrant transactions described below).

In connection with the pricing of the notes, WWE expects to enter into convertible note hedge transactions with one or more of the initial purchasers or their respective affiliates (the “option counterparties”). WWE also expects to enter into warrant transactions with the option counterparties. The convertible note hedge transactions are expected generally to reduce the potential dilution to WWE’s Class A common stock upon any conversion of the notes and/or offset any cash payments WWE is required to make in excess of the principal amount of converted notes, as the case may be, in the event that the market price per share of WWE’s Class A common stock, as measured under the terms of the convertible note hedge transactions, is greater than the strike price of the convertible note hedge transactions (which initially corresponds to the initial conversion price of the notes and is subject to certain adjustments substantially similar to those contained in the notes). However, the warrant transactions could separately have a dilutive effect to the extent that the market price per share of WWE’s Class A common stock as measured over the measurement period at the maturity of the warrants exceeds the applicable strike price of the warrants. If the initial purchasers exercise their option to purchase additional notes, WWE expects to enter into additional convertible note hedge transactions and additional warrant transactions with the option counterparties.

In connection with establishing their initial hedges of the convertible note hedge and warrant transactions, WWE has been advised that the option counterparties or their respective affiliates expect to enter into various derivative transactions with respect to WWE’s Class A common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of WWE’s Class A common stock or the notes at that time. In addition, WWE has been advised that, in connection with the convertible note hedge and warrant transactions, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to WWE’s Class A common stock and/or purchasing or selling shares of WWE’s Class A common stock or other securities of WWE in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so during any observation period related to a conversion of notes). This activity could also cause or avoid an increase or a decrease in the market price of WWE’s Class A common stock or the notes, which could affect the ability of noteholders to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of the notes, it could affect the number of shares and value of the consideration that noteholders will receive upon conversion of notes. The convertible note hedge transactions and warrant transactions have not been, and will not be, registered under the Act or the securities laws of any other jurisdiction and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from such registration requirements.

The notes will be offered to qualified institutional buyers pursuant to Rule 144A under the Act. Neither the notes nor the shares of WWE’s Class A common stock issuable upon conversion of the notes, if any, have been, nor will be, registered under the Act or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from such registration requirements.

This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation, or sale in any jurisdiction in which such offer, solicitation, or sale is unlawful.