Base 10, a company backed by AEW owner Tony Khan, placed a bid on WWE when it was up for sale in 2023, according to court filings. The merger and acquisition process, which was ultimately won by Endeavor and created TKO, is the subject of an ongoing shareholder lawsuit.
The complaint, originally filed in the Delaware Chancery Court in November 2023, has recently been unredacted. Answers — legal responses from the defendants to each paragraph of the complaint — have also been unredacted. Those responses deny various aspects of the lawsuit’s allegations, but affirm the identities of the bidders, thereby disclosing the key suitors for WWE when it was put up for sale upon Vince McMahon’s return to the company in January 2023.
In addition to Khan’s company and eventual winner Endeavor, the bidders were Formula One parent Liberty Media and private equity firm KKR. Liberty and KKR were widely understood to have made offers based on prior reporting and public filings, but this confirms both their participation and which bid prices correspond to each. Khan’s Base 10 bid, however, is public for the first time.
The plaintiff shareholders allege that the merger process was unfair and that Endeavor was preselected by McMahon because Endeavor’s lead executive, Ari Emanuel, assured McMahon’s future with the company. The defendants deny that allegation.
Although Tony Khan is not mentioned by name in the complaint, Base 10 and All Elite Wrestling are, and their connection is made clear.
The filing states: “Base 10 is the owner of All Elite Wrestling, a professional wrestling promotion that plainly would enjoy significant synergies with WWE.”
While the complaint describes Base 10 as the owner of AEW, to be exact, legal filings unrelated to this lawsuit show AEW’s parent company is a separate Khan family entity, Beatnik Investments LLC. Both AEW and Base 10 are owned by Khan family members, aside from a minority stake in AEW held by Warner Bros. Discovery.
Left: Page 38 of the first public version of the complaint, filed in November 2023, containing redactions.
Right: The same page of the public version filed in March 2026. Orange outlines added by POST Wrestling.
Further public records unrelated to the lawsuit independently confirm Khan’s connection to Base 10. Florida business records show that BASE10, Inc. was incorporated in 2014, listing Khan as its sole officer and the company’s address at the stadium for the Jacksonville Jaguars, the NFL team his family owns. Additionally, when Khan acquired sports analytics firm TruMedia Networks in 2015, he was quoted in Sports Business Journal referencing his creation of Base 10, saying, “I have always been passionate about sports analytics, and this acquisition, and the formation of base10, allows me to continue exploring in-depth data analysis solutions and finding new and better ways to utilize data” (bold emphasis added by POST).
When reached for comment for this report, Khan declined to provide a statement. Press inquiries for this report sent to AEW, WWE, and TKO were not returned.
Khan’s Base 10 should not be confused with a venture capital firm called Base 10 Partners, which is based in California.
Defendants in the shareholder class action lawsuit are McMahon, WWE President Nick Khan (no relation to Tony Khan), Chief Content Officer Paul Levesque, and former board members and executives George Barrios and Michelle Wilson. McMahon has separate legal representation from the rest of the defendants, the latter of whom are alleged to have cooperated with McMahon in violation of their fiduciary duties to shareholders.
In their formal answers to the lawsuit — filed under seal more than a year ago and fully unredacted now for the first time — the non-McMahon defendants affirm the identities of the bidders and per-share prices they respectively bid for WWE. McMahon’s response isn’t as clear, but it acknowledges that each bidder submitted indications of interest.
Left: A portion of the Answer filed on behalf of WWE Director & Officer defendants (Nick Khan, Paul Levesque, George Barrios, and Michelle Wilson) admitting to the identities and bid offers for WWE as of March 13, 2023.
Right: A portion of the Answer filed on behalf of Vince McMahon, referring the court to the indications of interest submitted by KKR, Liberty Media, and Base 10. Highlights added by POST Wrestling.
The post-deal narrative WWE filed with the Securities and Exchange Commission in May 2023 indicated there were 20 potential counterparties, eight indications of interest, and ultimately, four offers.
By a considerable margin, Base 10’s bid price was the lowest of the four. Tony Khan’s company offered $76.83 per share. KKR offered a range between $90 and $97.50. Liberty bid a range of $95 to $100. Those were offers that would have converted WWE shares to cash. Meanwhile, Endeavor’s winning bid was an all-stock deal valued at $95.66 per share before synergies. Instead of cash, WWE investors’ shares simply converted to the same number of TKO shares when the deal closed. Three years later, TKO’s share price trades at about $200 as of this writing, essentially doubling the bid prices of 2023.
To put these offers in more plain terms, based on our analysis and the number of diluted shares in WWE at the time (89.258 million as of March 31, 2023), those bid prices convert to full company valuations approximately as follows:
- Base 10: $6.9 billion
- KKR: $8.0 billion to $8.7 billion
- Liberty Media: $8.5 billion to $8.9 billion
- Endeavor: $8.5 billion
While the bids other than Base 10’s are overlapping in monetary value, plaintiffs allege that the competing offers — especially those from Liberty and KKR — were not allowed to fully develop, precluding a truly competitive process in which the bidding would’ve gone higher. Both sets of defendants deny that claim and many of the suit’s other allegations.
Base 10’s identity, as well as the identities of KKR and Liberty Media, were pseudonymized in SEC filings published by WWE after the merger with Endeavor’s UFC was agreed to. KKR was referred to only in WWE’s disclosure as “Financial Sponsor 1,” Liberty was called “Strategic Party 1,” and Base 10 was anonymized as “Strategic Party 2,” though their bid prices were disclosed and connected to those pseudonyms.
That WWE SEC filing also noted that the party we now know was Base 10 “indicated that it would need equity and debt financing partners in order to complete a transaction with WWE.”
The same narrative states that WWE and Endeavor considered a 57/43 all-stock deal, with the majority going to Endeavor. After continuing to negotiate, Endeavor agreed to a narrower majority: a 51/49 split, with stipulations that included a lifetime role for McMahon and his control of certain seats on the merged entity’s board of directors. McMahon, however, later resigned from all roles at WWE and TKO in January 2024, after former employee Janel Grant filed a sex trafficking lawsuit against him and WWE. That case, in which McMahon denies the allegations against him, is still ongoing in Connecticut federal court.
The bids of Endeavor, KKR, and Liberty were strong enough that those parties were granted access to a data room, where they had access to nonpublic information about WWE — a standard practice at that stage of a major M&A process. There’s no information in WWE’s regulatory filings or material related to the merger shareholder lawsuit to indicate Tony Khan or any Base 10 representative had access to that data room, possibly because Base 10’s offer was decisively the lowest of the four, so it did not advance in the bidding process. It’s unclear whether AEW’s status as a competitor to WWE was a factor.
Notably, while as many as 20 parties expressed interest in acquiring WWE, none of the four bidders were major media partners or other companies positioned to use WWE’s valuable broadcast rights. Companies like NBCUniversal (or its parent Comcast), Disney, Amazon, and eventual media partner Netflix were widely discussed in the press as potential suitors, but we now know those large media players didn’t place bids. Neither did any part of the Saudi Arabian government, despite swirling but unfounded rumors of an imminent acquisition on social media one evening in the days just after the M&A sale process was formally announced.
Unredacted versions of these court documents were filed publicly in response to this reporter’s challenge of their confidential treatment. Delaware Chancery Court rules allow any person to submit such a challenge. The parties or interested non-parties must then convince the court to keep the sealed information confidential. KKR motioned to withhold some of the information at issue, but the presiding judge, Vice Chancellor J. Travis Laster, ruled against the private equity firm’s effort earlier this month.
A representative for KKR declined to provide a comment for this report.
The lawsuit over the merger is set to go to trial in June. If the plaintiffs prevail, they could win monetary damages that would be paid out to investors who held WWE shares during the relevant period.
