Fresh Vine Wine announced it had executed a definitive merger agreement to combine with Notes Live (a Colorado-based live entertainment and hospitality company) that currently operates entertainment campuses in Colorado Springs, Colorado, and Atlanta, Georgia, metropolitan areas.
Notes Live is also developing its crown jewel, the Sunset Amphitheater collection, a set of luxury outdoor amphitheaters designed to set a new standard in entertainment.
The flagship Sunset amphitheater location in Colorado Springs is now in development and scheduled to open in August of 2024. And additional amphitheaters have also been announced by Notes Live in Oklahoma City and Broken Arrow, Oklahoma, and it has plans to expand into the North Texas market. The deal contemplated by the merger agreement is anticipated to close in June 2024, subject to approval by Fresh Vine’s stockholders and the satisfaction of additional closing conditions.
The deal will be an all-stock transaction. Specifically, at the deal’s closing, Fresh Vine will issue shares of its common stock to Notes Live shareholders under a formula intended to allocate existing Fresh Vine stockholders and Notes Live shareholders a percentage of the combined company.
The respective percentages will be based on agreed-upon relative valuations in which Notes Live is valued at $350 million plus the amount of gross proceeds raised by Notes Live in its current equity offering of up to $50 million. Fresh Vine is being valued at $18 million and the percentage of the combined company that Fresh Vine stockholders will own upon the closing of the merger is subject to adjustment based on the amount of Fresh Vine’s net cash at the time of closing.
Founder Chairman and CEO of Notes Live JW Roth will assume the role of Chairman & CEO of the public company at closing. The merger agreement contemplates that Fresh Vine will change its name to Notes Live Holdings, Inc., and its NYSE American ticker symbol to “VENU” upon closing.
KEY QUOTES:
“On behalf of our team here at Notes Live, we want to thank Mike Pruitt and his team at Fresh Vine for their trust in our vision to build a one-of-a-kind live entertainment and hospitality company. Mike and his team join a chorus of world class partners in the Notes Live family.”
– JW Roth, Founder, Chairman and CEO of Notes Live
“The team at Fresh Vine Wine couldn’t be more excited about the opportunity to partner with Notes Live on what we expect will be an incredible journey to become one of the leading live entertainment companies in the world. The Notes Live business plan combines a unique financing strategy that includes public participation that results in a significant economic boost to communities where Notes Live venues will operate. Community leaders from across the US are teaming up with Notes Live to provide the necessary public contributions for infrastructure, because they see the positive impact that a Notes Live entertainment campus will bring to their communities. It’s a win-win public private partnership and we believe that JW Roth and his team have the perfect experience and execution skills to deliver an incredible product for the communities in which they will operate.”
– Mike Pruitt, Chairman and CEO of Fresh Vine
