CHARLOTTE (CelebrityAccess) – Fresh Vine Wine Inc. (NYSE American: VINE) (“Fresh Vine”) today announced it has executed a definitive merger agreement to combine with Notes Live, the Colorado-based live entertainment and hospitality company that currently operates entertainment campuses in both the Colorado Springs and Atlanta metropolitan areas. Notes Live is also in the process of 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 in development and is scheduled to open in August 2024. Additional amphitheaters have also been announced by Notes Live in Oklahoma City and Broken Arrow, OK, and it has plans to expand into the North Texas market. The merger, slated to be an all-stock transaction, is expected to culminate in June 2024, subject to approval by Fresh Vine’s stockholders and the fulfillment of various closing conditions.
Under the terms of the agreement, Fresh Vine will issue shares of its common stock to Notes Live shareholders based on a formula designed to allocate percentages of the combined company to existing Fresh Vine and Notes Live shareholders. The valuations place Notes Live at $350 million, plus the gross proceeds raised by Notes Live in its ongoing equity offering, capped at $50 million. Fresh Vine is valued at $18 million.
Founder Chairman and CEO of Notes Live, JW Roth, is set to assume the role of Chairman and CEO of the public company upon closing. As part of the transition, Fresh Vine will undergo a name change to Notes Live Holdings, Inc., and its NYSE ticker symbol will become “VENU.”
Expressing enthusiasm about the merger, Roth stated, “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.”
Mike Pruitt, Chairman and CEO of Fresh Vine, commented, “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 merger is contingent upon various conditions, including shareholder approvals, regulatory clearances, and the satisfaction of financial criteria. It is anticipated that additional details about the transaction will be provided in a Current Report on Form 8-K, to be filed by Fresh Vine with the Securities and Exchange Commission (SEC) and accessible at www.sec.gov. The proposed merger, while exciting, comes with uncertainties, and there is no guarantee that it will be completed as currently planned or at the anticipated timeline.
