Fresh Vine Wine Inc. (NYSE American: VINE) (“Fresh Vine”) today
announced that its merger partner Notes Live will build the largest
venue in its collection – a 20,000-capacity, world-class
$220-million-dollar open-air amphitheater – in McKinney, Texas. One
of America’s fastest-growing cities and a major hub in the
Dallas-Fort Worth area, McKinney has it all – besides a first-rate
place to see a concert – and this amphitheater is going to change
that. Called the Sunset Amphitheater, it will put McKinney on the
map as a prime touring destination for the biggest national acts
coming through the South, and it will also set a new standard for
what Texas music venues can be. Bringing this world-class venue to
McKinney was a joint effort by the city, the McKinney Economic
Development Corporation, and the McKinney Community Development
Corporation.
Sited to be built just northeast of U.S. 75 and S.H. 121, at the
Sunset Amphitheater, every seat will be comfortable with a direct
sightline to the stage, the sound will be crystal clear, the food
and drinks will be gourmet (not your typical concert fare), and the
views when the sun is setting over the stage will be breathtaking.
Modeled after Notes Live’s thriving food and music center in
Colorado Springs, the project will be built over 46 acres and will
feature over 250 luxury fire pit suites, traditionally reserved
seating (mid and lower bowl), a landscaped grass berm and
custom-built Owners Club suites.
McKinney’s already-vibrant arts, recreation, and tourism scene
made it a perfect fit for the Colorado-based Notes Live, which aims
to construct its amphitheaters in growing cities that have almost
everything except grand-scale outdoor live music venues. Between
its active downtown – which in June hosts two days of “Texas Music
Revolution,” featuring over 90 country performers on 20 different
stages across the area – and major sports attractions, including
the 12,000-seat McKinney Independent School District football
stadium, and the annual CJ Cup Byron Nelson PGA tournament,
McKinney has been a cultural center for a long time, and the Sunset
Amphitheater will elevate the entertainment landscape even
higher.
“I couldn’t be more excited to be bringing our biggest venue to
date to McKinney, Texas,” says JW Roth, Founder and CEO of Notes
Live. “They say everything’s bigger in Texas, and for the Sunset
Amphitheater in McKinney, that was our guiding principle – bigger,
and better. McKinney is an incredible community, and we can’t wait
to build the most over the top venue on earth.”
Three-time Super Bowl winner (Dallas Cowboys) and US Air Force
Veteran Chad Hennings, who sits on the Notes Live Board of
Directors, said, “It’s an amazing honor to get to bring an
amphitheater like this to Texas. Between JW’s tenacity and vision,
and McKinney’s entertainment spirit, we’re not just building a
music venue, we’re building a music destination.”
“This world-class music venue is a game-changer for our
entertainment offerings in McKinney and will be a boon for our
economic growth and tourism sector. With a state-of-the-art venue
of this size, we can draw some of the largest musical acts to the
city and attract fans from across Texas and the surrounding
states,” said Mayor George Fuller. “This new addition to our
community will bring even more life and energy to our already
thriving arts scene and undoubtedly continue to set McKinney apart
as an entertainment and cultural hub in the region.”
The Sunset Amphitheater development will be a pivotal project
for the McKinney community (and thriving local music scene),
supporting over 1,300 direct and indirect jobs and creating over 3
billion dollars of regional and local economic activity in its
first 10 years of operation. The Sunset’s construction is projected
to begin in late 2024, with the aim of unveiling this remarkable
outdoor venue just in time for the concert touring season in
2026.
In the last 12 months, Notes Live, Inc. opened a new venue in
Gainesville, GA and announced new music and entertainment complexes
in the growing markets of Murfreesboro, TN, Broken Arrow, OK, and
Oklahoma City, OK. After breaking ground in March 2023, the
state-of-the-art, open-air Sunset Amphitheater in Colorado Springs,
CO is set for a grand opening on August 9th, 2024. Kicking things
off in style will be none other than three-time GRAMMY winner Ryan
Tedder and his GRAMMY nominated band, OneRepublic.
The company identifies markets in regions with growing
populations and a market for high-quality music and entertainment
venues, and offers premium concert experiences, complete with
unbeatable sound and sightlines as well as elevated food and
beverage offerings. In addition to having two Notes Live venues
named to Billboard's "New and Renovated Venues List," JW Roth has
also been named a "VenuesNow All Star." Notes Live has announced
plans to go public in the coming months under the ticker VENU and
plans to operate venues in a dozen markets by 2028.
About Notes LiveNotes Live, founded by Colorado
Springs-based entrepreneur JW Roth, is a live music venue developer
focused on building luxury venues that are experience and
ambiance-centric. It currently boasts entertainment campuses in
both Colorado Springs, Colorado, and Gainesville, Georgia that
combine the Boot Barn Hall concert venue, Bourbon Brothers
restaurant, and Notes Live music and social bar (Colorado Springs
only). Notes Live is currently in the development of new locations
in Oklahoma, Tennessee, and Texas with seating capacities of
between 12,500 and 25,000. The company's crown jewel: The Sunset,
an 8,000-person open-air amphitheater in Colorado Springs, is set
to open for the 2024 touring season. Visit noteslive.vip for
more.
About Fresh Vine Wine, Inc.
Fresh Vine Wine, Inc. (NYSE American: VINE) is a producer of
lower carb, lower calorie premium wines in the United States. Fresh
Vine Wine positions its core brand lineup as an affordable luxury,
retailing between $14.99 - $24.99 per bottle. Fresh Vine Wine’s
varietals currently include its Cabernet Sauvignon, Chardonnay,
Pinot Noir, Rosé, Sauvignon Blanc, Sparkling Rosé, and a limited
Reserve Napa Cabernet Sauvignon. All varietals have been produced
and bottled in Napa, California.
Forward-looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These forward-looking statements generally can be
identified using words such as “anticipate,” “expect,” “plan,”
“could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,”
“project,” and other words of similar meaning. These
forward-looking statements address various matters including
statements regarding the timing or nature of future operating or
financial performance or other events. Forward-looking statements
are subject to risks and uncertainties that could cause actual
results to differ materially from those expressed or implied by
such statements. Among these risks and uncertainties are those set
forth in Fresh Vine’s annual report on Form 10-K for the year ended
December 31, 2022, and subsequently filed documents with the
SEC.
In addition to such risks and uncertainties, risks and
uncertainties related to forward-looking statements contained in
this press release include statements relating to the satisfaction
of the conditions to and consummation of the proposed merger, the
expected timing of the consummation of the proposed Transaction and
the expected ownership percentages of the combined company, Fresh
Vine’s and Notes Live’s respective businesses, the strategy of the
combined company and its future operations. Actual results may
differ materially from those indicated by such forward-looking
statements as a result of various factors, including without
limitation: (i) the risk that the conditions to the closing of the
Transaction are not satisfied in a timely manner or at all,
including, among others, the failure to obtain stockholder approval
of matters related to the Transaction, the existence of dissenting
Notes Live shareholders, or the failure by Notes Live to enter into
lock-up and leak-out arrangements with its shareholders to its
satisfaction; (ii) uncertainties as to the timing of the
consummation of the proposed Transaction and the ability of each of
Fresh Vine and Notes Live to consummate the Transaction; (iii)
risks related to Fresh Vine’s ability to satisfy the minimum net
cash condition to the closing of the Transaction; (iv) risks
related to Fresh Vine’s continued listing on the NYSE American
pending closing of the Transaction; (v) the risk that the combined
company will not satisfy the initial listing standards of the NYSE
American or otherwise be approved for listing on the NYSE American;
(vi) the risk that as a result of adjustments to the merger
exchange ratio, Fresh Vine stockholders or Notes Live shareholders
could own less of the combined company than is currently
anticipated; (vii) uncertainties regarding the impact of any delay
in the closing the Transaction would have on the anticipated cash
resources of the parties prior to closing or of the combined
company upon closing and other events and unanticipated spending
and costs that could reduce the parties’ cash resources; (viii) the
occurrence of any event, change or other circumstance or condition
that could give rise to the termination of the Merger Agreement;
(ix) uncertainties regarding the terms, conditions and timing of a
transaction pursuant to which Fresh Vine sells, licenses,
transfers, disposes, or divests, or winds down its current wine
production business, and Fresh Vine’s ability to complete such a
transaction in a manner reasonably acceptable to Notes Live, (x)
the effect of the announcement, pendency or completion of the
proposed Transaction on Fresh Vine’s or Notes Live’s business
relationships, operating results and business generally; (xi) costs
related to the proposed Transaction; (xii) the outcome of any legal
proceedings that may be instituted against Fresh Vine, Notes Live
or any of their respective directors or officers related to the
Merger Agreement or the transactions contemplated thereby; (xiii)
the sufficiency of Fresh Vine’s cash and working capital to support
continuing operations, to pay transaction costs through a closing
of the Transaction and to satisfy the minimum net cash condition to
the closing of the Transaction; (xiv) Fresh Vine’s ability to
obtain additional financing when and if needed to do so, and the
dilutive impact of any such financing; (xv) risks related to the
impact that the reverse split of Fresh Vine’s outstanding common
stock to be effected prior to closing of the Transaction may have
on the trading price and volume of Fresh Vine’s common stock; (xvi)
risks associated with the possible failure to realize certain
anticipated benefits of the Transaction, including with respect to
future financial and operating results and the ultimate success of
the combined company; and (xvii) legislative, regulatory, political
and economic developments, among other risks and uncertainties. A
further description of the risks and uncertainties relating to the
business of Fresh Vine is contained in Fresh Vine’s most recent
Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q,
as well as any amendments thereto reflected in subsequent filings
with the SEC. Fresh Vine cautions investors not to place
considerable reliance on the forward-looking statements contained
in this press release. You are encouraged to read Fresh Vine’s
filings with the SEC, available at www.sec.gov, for a discussion of
these and other risks and uncertainties. The forward-looking
statements in this press release speak only as of the date of this
document, and Fresh Vine undertakes no obligation to update or
revise any forward-looking statements as a result of new
information, future events or changes in its expectations.
Important Additional Information
In connection with the proposed transaction, Fresh Vine will
file materials with the SEC, including a registration statement on
Form S-4 (Form S-4), which will include a document that serves as a
proxy statement/prospectus of Fresh Vine and an information
statement of Notes Live, and other documents regarding the proposed
transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE
MATERIALS, INCLUDING THE FORM S-4 AND THE PROXY
STATEMENT/PROSPECTUS, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND
THE PARTIES TO THE PROPOSED TRANSACTION. Investors and security
holders will be able to obtain the Form S4, the proxy
statement/prospectus and other materials filed by Fresh Vine with
the SEC free of charge from the SEC’s website at www.sec.gov or
from Fresh Vine at the SEC Filings section
of https://ir.freshvinewine.com/invest/.
No Offer or Solicitation
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended. Subject to certain exceptions to be
approved by the relevant regulators or certain facts to be
ascertained, a public offer will not be made directly or
indirectly, in or into any jurisdiction where to do so would
constitute a violation of the laws of such jurisdiction, or by use
of the mails or by any means or instrumentality (including without
limitation, facsimile transmission, telephone or internet) of
interstate or foreign commerce, or any facility of a national
securities exchange, of any such jurisdiction.
Participants in the Solicitation
Fresh Vine and Notes Live and their respective directors,
executive officers and other members of management may be deemed to
be participants in the solicitation of proxies in respect of the
proposed transaction. Information about Fresh Vine’s directors and
executive officers is available in Fresh Vine’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2022 and its
definitive proxy statement dated November 6, 2023 for its 2023
Annual Meeting of Stockholders. Other information regarding the
participants in the proxy solicitation and a description of their
interests in the transaction, by security holdings or otherwise,
will be included in the proxy statement/prospectus and other
relevant materials to be filed with the SEC regarding the proposed
transaction when they become available. Investors should read the
proxy statement/prospectus carefully when it becomes available
before making any voting or investment decisions. You may obtain
free copies of these documents from Fresh Vine or the SEC’s website
as indicated above.
For more information please contact Chloe Hoeft, at choeft@noteslive.vip or 719-895-5470
CONTACT: info@freshvinewine.com
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