By John Dobberstein, Editor
The company that announced plans to to build a $70 million amphitheater in Broken Arrow said Monday it’s negotiating to merge with publicly traded wine maker.
The developer, Colorado Springs-based entertainment company Notes Live, has entered into a letter of intent to combine with Fresh Vine Wine.
Trading on the NYSE American as VINE, Napa, Calif.-based Fresh Vine Wine produces lower carb, lower calorie premium wines in the U.S. Napa, California.
The two companies said in a news release they anticipate negotiating and entering into a definitive agreement prior to the end of January 2024.
Notes Live then plans to seek shareholder approval for the transaction at a shareholder meeting scheduled for January 31.
The final closing is anticipated in the second quarter of 2024, subject to various closing conditions, including approvals by NYSE American of the continued listing of the combined company’s common stock after the closing.
A non-binding letter of intent between the two companies states the combined company’s common stock would trade on the NYSE American under the ticker VENU following the closing.
Notes Live currently operates two entertainment campuses in Colorado Springs and Gainesville, Ga., and announced plans to build a 12,000-seat amphitheater on undeveloped property just north of the Broken Arrow Events Park.
Notes Live has also announced plans for “ultra-luxury” amphitheaters in Mustang (Oklahoma City), Colorado Springs and north Texas.
It wasn’t immediately clear how the proposed merger would affect the Broken Arrow project or what would happen if the merger isn’t approved. The Sentinel has reached out to the city of Broken Arrow and Notes Live for comment.
The letter of intent describes a process for Fresh Vine combining with Notes Live through a merger transaction “or other legal structure that is to be determined in connection with reaching a definitive agreement.
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The relative enterprise values of Fresh Vine and Notes Live will also be finalized in connection with reaching a definitive agreement, “but the parties expect that the owners of Notes Live would own a substantial majority of the issued and outstanding shares of Fresh Vine common stock” on a post-transaction basis, which may be in excess of 90%.
Certain conditions must be met before the transaction is closed, including a financing-based condition, Fresh Vine continuing to remain listed on the NYSE American stock exchange, and approval of Fresh Vine and Notes Lives’ boards of directors and requisite approval of the shareholders of Fresh Vine.
In connection with entering into the letter of intent, Fresh Vine agreed to make a $500,000 equity investment in Notes Lives. The investment could be refunded under certain circumstances “if Notes Live elects not to proceed with the transaction.”
Michael Pruitt, interim CEO and chairman of Fresh Vine Wine said the company evaluated “multiple” transactions but the company was drawn to Notes Live due to its “track record of success and an ability to execute.”
Notes Live’s CEO and chairman, J.W. Roth, said he has always wanted to establish a company “structured to provide our customers and fans with an opportunity to own an interest in our vision, and we believe this transaction will provide for exactly that.
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