M&A - Venu Holding Corp

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Form Type: 8-K

Filing Date: 2025-05-16

Corporate Action: Acquisition

Type: Update

Accession Number: 000164117225011257

Filing Summary: On May 15, 2025, Venu Holding Corporation issued a press release summarizing its first quarter 2025 results and announcing a conference call for further discussion. The document highlights an acquisition of approximately 20 acres of land in El Paso, Texas, through a wholly owned subsidiary. This land will be developed into The Sunset Amphitheater as part of a Chapter 380 Economic Development Program Agreement with the City of El Paso. The agreements include a forgivable loan of $8 million from the City, contingent upon meeting specific development milestones. Venu is required to invest at least $100 million into the project and to host a minimum of 40 events annually for several years to qualify for loan forgiveness. The Company faces various development deadlines and obligations under the Chapter 380 Agreement that may result in financial repercussions should they not be met.

Additional details:

Press Release Date: 2025-05-15


Acquisition Land Size: 20 acres


Forgivable Loan Amount: $8,000,000


Minimum Investment: $100 million


Minimum Events Years 3 5: 25


Minimum Events Total: 40


Construction Deadline: 90 days post-Entitlement


Tco Deadline: 36 months post-Entitlement


Third Party Operator Term: 10 years with two five-year extensions


Form Type: 8-K

Filing Date: 2025-04-24

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225006040

Filing Summary: On April 24, 2025, Venu Holding Corporation filed an 8-K form disclosing significant developments regarding its business agreements. The El Paso City Council approved amendments to a previously signed Chapter 380 Economic Development Program Agreement, originally dated July 2, 2024. The amendments included increasing the investment required from $80 million to $100 million for the construction and management of an amphitheater project in El Paso. Additionally, the development site was expanded from seventeen acres to twenty acres, and a prior right of refusal related to certain projects was removed. Furthermore, Venu Holding Corporation announced the execution of a purchase and sale agreement on April 9, 2025, for real property in Centennial, Colorado, where it plans to develop a mid-size indoor music venue, anticipated to close on or around June 1, 2025, pending various conditions.

Additional details:

Investment Amount: 100 million


Original Investment Amount: 80 million


Original Site Size: 17 acres


Expanded Site Size: 20 acres


Project Location: El Paso, Texas


Venue Development Location: Centennial, Colorado


Planned Closing Date: 2025-06-01


Form Type: 8-K

Filing Date: 2025-01-17

Corporate Action: Acquisition

Type: New

Accession Number: 000149315225002813

Filing Summary: On January 13, 2025, Venu Holding Corporation entered into a Series A Preferred Stock Purchase Agreement with FL101, Inc., acquiring 1,487,099 shares of FL101’s preferred stock for $1,999,999.45. The preferred stock provides powers, preferences, and special rights including liquidation preferences, protective provisions, and conversion rights. The Company also engaged in an Amended and Restated Shareholders' Agreement outlining various governance matters and rights associated with the preferred stock. Furthermore, on January 14, 2025, Venu Holding Corporation closed on the purchase of a 46-acre tract of land in McKinney, Texas, for $35 million to develop The Sunset Amphitheater, with funding structured through cash and a secured promissory note.

Additional details:

Item 1: Venu Holding Corporation


Purchase Price: $1,999,999.45


Preferred Stock Shares: 1,487,099


Land Acquisition Price: $35,000,000


Location: McKinney, Texas


Anticipated Construction Start: February 2025


Expected Completion: Q2 2026


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