UFC 140

A bout between Lyoto Machida and Phil Davis was initially announced by UFC President, Dana White, to happen at UFC 140. However, White, after discovering that Davis was still recovering from a knee injury, admitted to "[jumping] the gun" on the announcement. Early reports also included a Light Heavyweight Championship bout between Jon Jones and Rashad Evans. First, Evans would need to be medically cleared following an operation that required pins to be inserted into his right hand due to an injury during his technical knockout victory over Tito Ortiz. When it became clear that Evans would not be ready for the fight, he was replaced by Machida for the championship bout.

Jon Jones had won the UFC Light Heavyweight Championship earlier in the year after defeating Maurício Rua at UFC 128 by technical knockout. Six months later, Jones defended the title after submitting Quinton Jackson, a former UFC Light Heavyweight Champion, at UFC 135. Lyoto Machida was himself a former UFC Light Heavyweight champion, having won the title via a knock out win over Rashad Evans at UFC 98 in 2009. Machida lost the title a year later to Maurício Rua at UFC 113, the same man from whom Jones won the title in Rua's next outing. Machida's only career losses were to Rua and Jackson, both of whom Jones had beaten earlier in 2011.

The co-main event was a rematch between Frank Mir and Antônio Rodrigo Nogueira. The two had fought about three years prior, when Nogueira was the Interim UFC Heavyweight Champion, at UFC 92. In that match, Mir became the first person to defeat Nogueria by stoppage, due to a technical knockout in the second round.

Another headlining fight involved Nogueira's twin brother, Antônio Rogério Nogueira, who faced off against Tito Ortiz. The pair were originally scheduled to fight at a UFC Fight Night in March 2011. However, when Ortiz withdrew due to an injury, he was replaced by Phil Davis. Plans for UFC 140 initially paired Ortiz against Rich Franklin. Shoulder surgery required Franklin to withdraw from the fight; Franklin was replaced by Ortiz's original opponent from eight months prior, Nogueira.

Rory MacDonald was expected to face Brian Ebersole at the event. However, on November 8, MacDonald pulled out of the bout because of injury and was replaced by Claude Patrick. Patrick was originally scheduled to face Rich Attonito on the preliminary card of the event. Rich Attonito remained on the preliminary card and faced UFC newcomer Jake Hecht. Dennis Hallman missed the weight allowance for his lightweight return, weighing in at 158.5 pounds. He was fined 20% of his earnings for the fight and his fight with John Makdessi was subsequently changed to a catch weight bout.