Colorado Springs amphitheater developer agrees to merger as it pursues public company status

Notes Live, the private Colorado Springs entertainment company that's building the 8,000-seat, open-air Sunset Amphitheater on the city's north side and envisions similar venues in Oklahoma, Tennessee and Texas, has taken a major step toward becoming publicly owned.

On Monday, Notes Live and Fresh Vine Wine, a financially troubled, 5-year-old Charlotte, N.C.,-based wine company, announced a merger agreement that will lead to Notes Live taking Fresh Vine's place on the New York Stock Exchange.

In effect, Notes Live now will accelerate its goal of becoming a publicly traded company, said founder, chairman and CEO J.W. Roth, who's previously talked about his desire to go public.

As it grows and expands to other markets, becoming a public company would help Notes Live raise additional capital, attract more investors and allow its existing private shareholders to sell publicly traded stock for cash, he said.

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"It's a mechanism for Notes Live to become a public company," Roth said in an interview. "And we're becoming a public company via a merger with Fresh Vine."

At the same time, the merger will mean Fresh Vine Wine will go out of business, Roth said.

Fresh Vine officials didn't respond to an emailed request for comment.

Founded in 2019, Fresh Vine Wine's website describes the company as a "premier producer of low carb, low calorie premium wines."

Its wines were priced between $17 and $23 per bottle, "a range that underscores our commitment to premium quality while ensuring accessibility and exceptional value across various consumer channels," the website says.

Fresh Vine Wine, however, struggled the past few years, news accounts say.

The company, originally headquartered in suburban Minneapolis, went public in December 2021 with an initial public offering that raised $22 million and priced its stock at $10 a share, according to the Minneapolis Star Tribune.

But the stock never increased in value and drifted downward; on Monday, Fresh Vine Wine's stock finished the trading day on the New York Stock Exchange just shy of 86 cents per share.

"The company — which tried to distinguish itself as a low-carb, low-calorie wine — has been grappling with declining sales, executive turnover and a significantly deflated stock price," the Star Tribune reported.

Additional Star Tribune stories said Fresh Vine Wine hadn't been profitable in any quarter since it went public, that the company was exploring a possible sale and that it ended an agreement with two celebrity endorsers who complained they hadn't been paid licensing fees for their work.   

In September, the company also notified the SEC that it was out of compliance with New York Stock Exchange regulations, the Star Tribune reported. 

Roth said Fresh Vine Wine's troubles opened the door for Notes Live.

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As an existing public company, Fresh Vine Wine had built-in market awareness and shareholders, Roth said. And because it's listed on the exchange, Notes Live can take its place and use that as a springboard to becoming a public company, he said.

"It wouldn't be an opportunity for me if they were a very successful company," Roth said. "What makes Fresh Vine Wine an opportunity for me is that they headed down the road of becoming delisted and going out of business. So it was a perfect vehicle for me to merge with."

The merger agreement announced Monday means the companies have agreed to terms and how much each business is worth, Roth said.

According to those terms: 

• The deal will be an all-stock transition that Roth said will leave Notes Live as a single surviving entity.

• Notes Live is being valued at $350 million, while Fresh Vine Wine is valued at $18 million. Notes Live's investors and private shareholders will own 95% of the merged entity's stock, with Fresh Vine Wine having control of 5%, Roth said. Notes Live is composed of about 250 private shareholders that include accredited family investors, institutions and private equity funds, he said. 

• Fresh Vine is expected to change its name to Notes Live Holdings Inc. and its New York Stock Exchange ticker symbol would become VENU, replacing its existing VINE. 

• Roth will assume the role of chairman and CEO of the new publicly traded company.

Around March 15, Roth said Notes Live will file a registration statement — known as an S-4 — with the federal Securities and Exchange Commission; such statements spell out terms and other information related to the merger. 

Roth expects that statement to be approved by the SEC during the first two weeks in May.

The transition, which is subject to the approval of Fresh Vine Wine's shareholders and "the satisfaction of various additional closing conditions," is expected be completed in June, according to the news release Notes Live and Fresh Vine issued.

Once the deal is complete, Notes Live begins trading shares on the New York Stock Exchange, Roth said. He expects shares to be priced initially at $10. 

Fresh Vine Wine, meanwhile, will discontinue operations and cease to exist, Roth said.

"They will go away," he said, adding "there will only be a Notes Live business," which will continue to be based in Colorado Springs.

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Notes Live is in the midst of building its Sunset amphitheater in the Polaris Pointe development southeast of Interstate 25 and North Gate Boulevard in northern Colorado Springs.

Roth said Monday he expects the venue to have its grand opening Aug. 9; he's billed it as an upscale concert venue that will play host to the biggest music acts in the entertainment world.

A lawsuit filed by nearby homeowners worried about unwanted noise they say the amphitheater will create was dismissed in January by an El Paso County judge; the homeowners have filed a notice of appeal, according to documents filed on their website.

Notes Live also is pursuing similar outdoor amphitheaters in suburban Nashville, Tenn., another in the Dallas-Fort Worth area and two in Oklahoma — one in Oklahoma City and the other is suburban Tulsa.