Fresh Vine enters into letter of intent with Live Entertainment

Fresh Vine Wine announced it has entered into a non-binding letter of intent for a business combination transaction with Notes Live. 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%. 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.”