VINE - Fresh Vine Wine Inc. Enters Into Letter of Intent With Live Entertainment and Hospitality Company Notes Live Inc. | Benzinga
CHARLOTTE, N.C., Dec. 04, 2023 (GLOBE NEWSWIRE) -- 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, ...