Fresh Vine Wine, Inc. Enters Into Letter Of Intent With Live Entertainment And Hospitality Company Notes Live, Inc.
Fresh Vine Wine Inc. (NYSE:VINE) ("Fresh Vine") today announced it has entered into a non-binding letter of intent for a business combination transaction with Notes Live, Inc. ("Notes Live"), the Colorado-based live entertainment and hospitality company that currently operates venues in Colorado Springs and the Atlanta metropolitan area. Notes Live is also in the process of developing the Sunset Amphitheatre, a luxury open-air music and entertainment amphitheater in Colorado Springs, is actively engaging in additional developments in Oklahoma City and Broken Arrow, Oklahoma, and plans to expand in the North Texas market. It is anticipated that a definitive agreement will be executed by January 31, 2024, with a closing anticipated in the second quarter of 2024, subject to various closing conditions.
The letter of intent contemplates 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. 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%.
The letter of intent sets forth certain conditions precedent to any closing of the transaction, including, among other things, the completion of due diligence to the satisfaction of the both parties, a financing-based condition, Fresh Vine continuing to remain listed on the NYSE American stock exchange, the approval of Fresh Vine and Notes Lives' boards of directors and requisite approval of the shareholders of Fresh Vine, together with any related regulatory approvals that may be required, including any required approval by NYSE American of the continued listing of our common stock after any closing. Any definitive agreement that may be reached is expected to contain other customary and negotiated terms and conditions and may contain terms and conditions different from those contemplated in the letter of intent. The Company intends to disclose comprehensive details regarding the proposed transaction, including the proposed capitalization of the combined company, upon execution of a definitive agreement. In connection with entering into the letter of intent, Fresh Vine agreed to make a $500,000 equity investment in Notes Lives. Fresh Vines' equity investment may be refundable under certain circumstances if Notes Live elects not to proceed with the transaction.
Mike Pruitt, Interim CEO and Chairman stated, "After evaluating multiple potential transactions, we were drawn to Notes Live for several reasons. First, JW Roth and his team have a track record of success and an ability to execute. This along with the overall quality of the brand and people, made them the clear standout. We look forward to being a part of JW's vision for Notes Live, while supporting him in his relentless drive to succeed."
"I can't tell you how excited I am about this transaction! Notes is poised for growth as we work to transform the fan and artist experience of live music. I have 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," says JW Roth, Chairman/CEO Notes Live, Inc.
The letter of intent is non-binding and is intended to express the good faith intention of the parties to work cooperatively for the purpose of negotiating and entering into a definitive agreement governing the transaction. There can be no assurance that the parties will ultimately enter into a definitive agreement or that the proposed transaction will be completed as currently contemplated, or at all.