The event was at the MGM Grand Garden Arena in Las Vegas, Nevada. A lightweight bout between former WEC & UFC Lightweight champion Benson Henderson and Michael Johnson was initially linked as the event headliner. However on May 15, a welterweight bout between Jake Ellenberger and Stephen Thompson, originally booked for a day earlier at UFC 189, was announced as the main event. Although never officially announced by the UFC, the bout between Henderson and Johnson did not take place at this event. The final of The Ultimate Fighter: American Top Team vs. Blackzilians took place at the event. Márcio Alexandre Jr. was scheduled to face George Sullivan at the event. However, Alexandre pulled out of the fight during the week leading up to the event citing a rib injury and was replaced by promotional newcomer Dominic Waters.