Venu Holding Corporation (the “Company”) entered into a series of agreements on October 20, 2026, to amend its development agreement with the City of McKinney, Texas, and to complete a sale-leaseback transaction involving the land for its open-air amphitheater project, The Sunset McKinney.
The Company executed an Amended and Restated Chapter 380, Grant, and Development Agreement (the “A&R Agreement”) with the City of McKinney, the McKinney Economic Development Corporation (“MEDC”), and the McKinney Community Development Corporation (“MCDC”). This agreement amends and restates the original Chapter 380 agreement, which was previously amended several times in 2024 and 2025. The A&R Agreement consolidates these prior amendments into a single instrument and establishes the terms for the upcoming land sale.
Under the A&R Agreement, the Company remains responsible for the development, construction, operation, and maintenance of The Sunset McKinney. The agreement modifies the terms regarding the purchase price for the McKinney Parcel. Previously, the Company paid $10 million in cash and issued a $25 million secured promissory note to MEDC to acquire the 46-acre parcel. The A&R Agreement states that the MEDC Note will become due and payable upon the Company’s receipt of a Temporary Certificate of Occupancy (TCO) or the expiration of a Guarantor Cure Period. However, the Company expects that upon the receipt of a TCO by December 3, 2027, or a Certificate of Occupancy by June 3, 2028, the $35 million purchase price will be fully reimbursed to the Company, and the Company’s obligations under the note will be forgiven.
In connection with the sale-leaseback, the Company entered into a transaction with STORE Capital Acquisitions, LLC (“STORE”). STORE acquired the fee simple estate in the McKinney Parcel (the “Ground Estate”), while the Company’s subsidiary, Sunset Ground, retains a leasehold interest in the Ground Estate and owns the Vertical Improvements (the “Improvements Estate”). The A&R Agreement includes conditions for the City Parties’ consent to this transaction, including the execution of a First Amendment to the MEDC Deed of Trust, a Collateral Assignment of Rents, and a Recognition Agreement.
Additional terms of the A&R Agreement include an aggregate $3 million cap on certain annual operations incentives payable during years 12 through 16 following the first Commercial Event, restrictions on the Company’s ability to contest property-tax assessments below $220 million, and the requirement that all revenues from The Sunset McKinney be transferred to a subsidiary of the Company.
