Voice message recordings capture Ari Emanuel in 2022 personally assuring Vince McMahon that he would help him with his looming legal jeopardy, as Emanuel was eager to make a deal that would combine WWE and UFC into the company today known as TKO Group Holdings.
The two messages from Emanuel, who now serves as TKO’s CEO, were sent in September 2022, as McMahon was — by public appearances — retired from WWE, following an investigation into sexual misconduct allegations and millions of dollars in related nondisclosure agreements.
In another voice message, just after a meeting with McMahon family members and Endeavor top executives, Vince McMahon told a banking adviser that he’s “pretty sure” wants to go ahead with the deal with Endeavor — all before his return to WWE and formal opening of sale talks weeks later, because it “solves a lot of problems.”
The transcripts of these voice messages have been reported on previously, but this is the first time the public has had access to the audio of the voice messages themselves, which were filed as exhibits in the shareholder lawsuit in the Delaware Court of Chancery over the TKO merger.
In a voice message sent to McMahon on September 16, 2022, Emanuel tries to ease McMahon’s legal concerns as investigations from the U.S. Department of Justice and the Securities and Exchange Commission were examining his conduct.
“I spoke to my lawyer from Latham,” Emanuel said, referring to top-tier law firm Latham & Watkins, which often served as Endeavor’s outside counsel. “Just FYI, everybody at the DOJ is former Latham lawyers. So on that side, it will be helpful. SEC, of course, is SEC, but that’s just the penalty. As it relates to everything else, yes, we can indemnify you, and we will.”
In a deposition that was a part of the merger lawsuit, however, Emanuel denied that McMahon was ever indemnified by Endeavor or Emanuel personally.
Indemnification is a kind of legal promise to cover someone else’s legal costs or losses if they get sued. In addition to SEC and DOJ inquiries, WWE was also already facing a demand letter from stockholders at the time that threatened civil litigation relating to McMahon’s conduct. Indemnification generally does not cover criminal conduct.
“If it’s criminal, of course, you can’t stop criminal, but this is not criminal. Call me when you get a chance,” Emanuel said at the end of the message.
Due to lost evidence that McMahon and others did not preserve, the judge in the shareholder case decided that he would presume it was true that Emanuel’s offer of indemnification influenced McMahon’s thinking ahead of the WWE sale process, although the trial has since been cancelled.
After resigning in July, McMahon remained the company’s controlling shareholder and therefore would have approval power over any sale or merger. Emanuel and McMahon had already been in conversations about a deal throughout that summer. Records introduced in court showed McMahon called Emanuel on the day of his resignation announcement, publicly positioned as a retirement. Endeavor’s number-two executive, Mark Shapiro, also texted his colleagues that day, telling them McMahon would return to WWE in the months ahead and pursue a company transaction.
Emanuel followed the September 16 voice memo with another, three days later, on September 19, 2022. He wanted a meeting with McMahon to talk about his legal matters.
“I really do think that we all need to get together and talk through all the issues,” Emanuel said in that recording. “Because I think whether it be the DOJ or anything, there’s ways around this to figure this out. And I don’t know what, you know, you’re hearing or thinking. So give me a call if you have five seconds.”
A subpoena sent to WWE from the Justice Department shows prosecutors were considering potential violations of sex trafficking and securities laws. In the end, McMahon wasn’t charged with any crimes. The SEC ordered him to repay WWE $1.3 million related to stock sales he made while the company’s financial books failed to account for $14 million in nondisclosure payments that protected McMahon and WWE. The Commission that regulates publicly traded companies also required him to pay a $400,000 penalty, though, without an admission of any wrongdoing.
Former WWE employee Janel Grant filed a federal sex trafficking lawsuit against WWE and Vince McMahon in 2024, alleging she was used as a sexual commodity and that she was sexually assaulted by McMahon. He has denied the allegations.
Inquiries requesting comments were sent to TKO and WWE press representatives, including TKO Communications Chief Maura McGreevy and WWE Executive Vice President Chris Legentil. POST Wrestling asked specifically if Emanuel, or anyone acting on his behalf, took any action intended to influence the Justice Department’s or the SEC’s investigation into McMahon’s conduct. We did not receive a response.
Later, on December 13, 2022, in the weeks before McMahon launched his unilateral return to WWE and immediately announced a formal sale process, McMahon family members and top Endeavor executives gathered for dinner, according to court records. At The Mark Hotel in New York, Vince McMahon was joined by Emanuel, Shapiro, Nick Khan, Stephanie McMahon, Paul Levesque, and Linda McMahon. Khan and Stephanie McMahon were serving as co-CEOs of WWE at the time. Levesque, Vince’s son-in-law and Stephanie’s husband, had recently taken over Vince’s former role in leading WWE’s creative team. Linda had been a top executive at WWE but had been out of the company since 2009, pursuing a career in politics in the orbit of Donald Trump.
According to Khan’s deposition, at the luxury hotel restaurant, Stephanie tried unsuccessfully to convince her father not to sell WWE.
“I remember Stephanie discouraging her dad from coming back as the CEO because we didn’t know what role he was going to come back in,” Khan said in his testimony last year, recalling the dinner from three years prior, “and I remember her expressing that there was no need to sell the company if that’s what he was contemplating.”
Stephanie later resigned from WWE soon after Vince’s return in early January 2023.
Vince McMahon sounded energized after the dinner meeting. He got on the phone to leave a voice message for Jeff Sine, the banker from The Raine Group who advised McMahon and WWE on the merger deal that ultimately occurred.
Hey, Jeff. It’s 10:13 [p.m.]. Very good meeting with Ari and company. And I think and probably the best thing to do is to go forward with the deal with Ari. It solves a lot of problems. I, you know, again, together, I think it’s a stronger situation than either one of us on our own. But I’m pretty sure that’s the way I want to go now. It’s easier, faster and all that kind of stuff. So, let’s talk in the morning. And I didn’t commit to Ari, but let’s talk in the morning, and, and go. [Laughs.] Jeff, thank you so much. Sorry to call so late.
Raine had advised Endeavor through many of its major transactions in the trailing years. The plaintiff shareholders in the merger lawsuit allege that Raine was too conflicted to fairly advise WWE due to its close relationship with Endeavor and Emanuel. However, the defendants point to WWE’s further advisement from two other firms, J.P. Morgan and Moelis, which they say agreed with Raine’s work and mitigated the conflict of interest.
Representatives for McMahon did not return a request for comment for this story, including a question seeking to confirm or deny whether McMahon was, in fact, indemnified, as offered by Emanuel.
Another voice message was transcribed in merger case filings, but audio hasn’t been made available. On March 14, 2023, with the sale process formally underway, WWE had just received the first bids from parties other than Endeavor. Formula One owner Liberty Media was one, and had placed a bid price of $95 to $100 per share. That translated to an offer close to McMahon’s public $9 billion asking price.
McMahon sent a voice memo to Sine that day, according to evidence cited by the plaintiffs. “Hey Jeff, I think Ari should know about Liberty,” McMahon said. “Um, could hear it from either me or you, ASAP. I don’t want him to hear it by the grapevine or anything like that. If so, you would call him [sic], or text me and let me know if you think I should call him. Ok, thanks.”
Sine called Emanuel the same day, and they spoke for four minutes, according to the plaintiffs. The other parties allegedly weren’t given notice that Endeavor was further along in the process. The merger of WWE and UFC was announced three weeks later, on April 3, 2023.
WWE asked the court this past April not to release the audio files published in this article after this reporter filed a notice seeking those and other records filed in the lawsuit. Presiding judge, Vice Chancellor J. Travis Laster, ruled that the audio files had to be made available to the public.
The merger lawsuit was settled in principle last month, narrowly avoiding the dispute going to trial. The plaintiffs were seeking hundreds of millions of dollars in damages related to what they allege was an unfair, predetermined deal in which McMahon hurried through a transaction with Emanuel. It was the only way McMahon could assure a future role for himself in the company, the lawsuit claims. The defendants deny the plaintiffs’ central allegations. McMahon received a lifetime role as TKO’s Executive Chairman, but he resigned from that position soon after Grant filed her lawsuit.
A special thanks goes to Xerxes Wilson of The News Journal and Jennifer Kay of Bloomberg Law for coordinating to facilitate the release of the audio published in this report. Getting the files required going to the courthouse in Wilmington, Delaware, in person.
