Fresh Vine Wine Inc. (NYSE American: VINE) (“Fresh Vine”)
previously announced it had executed a definitive merger agreement
(the “Merger Agreement”) to combine with Notes Live, Inc. (“Notes
Live”), the Colorado-based live entertainment and hospitality
company, that currently operates entertainment campuses in both the
Colorado Springs, Colorado, and Atlanta, Georgia metropolitan
areas.
Notes Live today announced that OneRepublic will
headline its Sunset Amphitheater's Grand Opening on Friday, August
9th. Booked exclusively in partnership with leading concert
promoter AEG Presents, the ultra-deluxe Sunset will boast an
8,000-person capacity with clear views from every seat in the
house. With gourmet dining/drink options, crystal-clear sound, and
other premium touches, the $90,000,000 entertainment campus will
showcase Notes Live CEO JW Roth’s vision for what best-in-class
live music and nightlife can be. The Sunset won’t just be a venue -
it’ll be an experience.
OneRepublic is a Grammy-nominated American pop-rock
band formed in Colorado Springs, Colorado, in 2002. The lineup
currently consists of Ryan Tedder (lead vocals, piano), Zach
Filkins (lead guitar, viola), Drew Brown (rhythm guitar), Brent
Kutzle (bass, cello), Eddie Fisher (drums), and Brian Willett
(keyboards, percussion, violin). OneRepublic are among the most
successful pop-rock bands of the 21st century. The group is led by
Ryan Tedder, an in-demand songwriter and producer whose credits
include Beyoncé, Adele, and Paul McCartney.
Fair AXS Pre-sale registration for the highly
anticipated Grand Opening is now open with general on-sale to
follow on Saturday, February 10th, 2024. Stay tuned for more to
come on the Sunset’s full summer ‘24 debut season.
Visit www.sunsetamphitheater.live to view more
information on the venue and how to grab your tickets.
The band’s Sunset Amphitheater performance is their
first-announced North American tour date of 2024 and will follow
shows in Macau, Bahrain, and India earlier in the year.
JW Roth said, “There’s never been a music venue of
this magnitude, or this quality, on Earth, and I can’t express how
excited I am to show the public everything the Notes Live team has
been putting their blood, sweat, and tears into for so long. Let’s
go, baby!”
“In collaboration with Notes Live, we look forward
to bringing a wide array of world-class artists to Colorado Springs
and its surrounding communities. Sunset Amphitheater will be the
perfect outdoor venue to host these events,” Brent Fedrizzi,
Co-President and COO of AEG Presents Rocky Mountains says of the
partnership.
The crown jewel of the Notes Live empire - which is
building several other premium entertainment campuses nationwide -
the Sunset’s other features include a top-of-the-line audio-visual
system, a self-draining grass berm, and over 90 luxury fire pit
suites, which all sold out two years in advance of its opening.
More information on Notes Live’s fully loaded
entertainment campus in Colorado Springs, which already includes
the Boot Barn Hall music venue, Bourbon Brothers Smokehouse &
Tavern, and Notes Live Music and Social Bar, and more info on Notes
Live overall, is below.
The Merger Agreement sets forth certain conditions
precedent to any closing of the Transaction, including among other
things, the approval of Fresh Vine’s and Notes Live’s shareholders,
the receipt of regulatory approvals that may be required, including
approval by the NYSE American for the continued listing of the
combined company’s common stock after closing, Fresh Vine
satisfying minimum net cash requirements and having no liabilities
on its balance sheet or unpaid or unsatisfied obligations that will
require a cash expenditure by Fresh Vine after the Effective Time,
Fresh Vine completing a sale, license, transfer, disposition, or
divestiture, or winding down of Fresh Vine’s current wine
production business in a manner reasonably acceptable to Notes
Live, the absence of dissenting Notes Live shareholders and the
entry by Notes Live into lock-up and leak-out arrangements with its
shareholders to its satisfaction. There can be no assurance that
the proposed Transaction will be completed as currently
contemplated on anticipated timelines, or at all. Additional
information about the transaction will be provided in a Current
Report on Form 8-K that will be filed by Fresh Vine with the
Securities and Exchange Commission (SEC) and will be available at
www.sec.gov.
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.
About Notes Live
Notes 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.
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.
CONTACT: info@freshvinewine.com
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