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 long-term 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.