Notes Live, the entertainment company founded by Colorado Springs businessman J.W. Roth that's proposed an 8,000-seat outdoor amphitheater on the city's north side, aims to become a publicly traded company this year as part of a long-term growth strategy that includes multiple new venues.

In an announcement Monday, Notes Live said it plans to raise $22.5 million through a pre-initial public offering — a sale of stock shares before they're listed on a public exchange. The company has targeted 1.5 million shares to be sold at $15 per share, it said. 

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The decision by Notes Live to go public and sell stock isn't intended to raise money to fund its current crop of entertainment venues in Colorado Springs and elsewhere, Roth said in an interview before Monday's announcement.

Instead, issuing stock and raising $22.5 million in capital would allow that money to be added to real estate holdings and other Notes Live assets — producing a balance sheet of at least $50 million and helping the company qualify to be listed on the national Nasdaq stock exchange, Roth said.

Once on Nasdaq, existing shareholders could sell stock for cash, new shareholders could buy into the company and Notes Live would have an easier time raising capital down the road as it grows the number of its entertainment venues, Roth said.

Notes Live plans to operate in a half-dozen markets by the end of 2023 and expand to six additional markets over the next five years, the company says.

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Notes Live, Roth said, already has "internal financing" in place for its $40 million amphitheater, to be called The Sunset, which will be part of the Polaris Pointe mixed-use development southeast of Interstate 25 and North Gate Boulevard in northern Colorado Springs. It's envisioned as a home for concerts, top-name music performers and entertainment acts.

Roth hopes to obtain permits to begin site preparation work for The Sunset in a few weeks and is targeting a completion of the venue by late summer 2023 so that shows can take place before the end of that year. A full year of amphitheater events would be targeted for 2024, he said.

Roth said he's already worked to line up additional parking for the amphitheater.

He said he now has agreements in place with Academy School District 20, the Classical Academy charter school and Compassion International ministry to the south and Bass Pro Shops, a nearby Polaris Pointe retail anchor. Their parking lots would provide more than 3,000 off-site spaces for concertgoers, who would be shuttled to the venue, Roth said.  

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The Sunset amphitheater would join Roth's nearby Boot Barn Hall at Bourbon Brothers indoor music venue at Polaris Pointe, and his Bourbon Brothers Smokehouse & Tavern and Buttermilk Breakfast & Burgers restaurant.

Roth said Notes Live also has financing lined up for a multi-million dollar entertainment campus that will cover a city block in downtown Gainesville, Ga., northeast of Atlanta. Construction has started on that project, which is scheduled to open in the first quarter of 2023.

An 18-acre multi-concept project also is funded and planned in Murfreesboro, Tenn., south of Nashville, according to Roth. A Bourbon Brothers Smokehouse and Tavern, a 20,000-square foot Boot Barn Hall and a 4,500-seat outdoor amphitheater would be part of that development.

In its pre-initial public offering, Notes Live plans to sell shares before Sept. 1 in a private placement and before the company submits an application to the federal Securities and Exchange Commission in the fourth quarter, Roth said.

That application, known as an S-1 form, is part of Notes Live's effort to go public and is required so that stock shares can be registered with the SEC and eventually traded publicly. The S-1 also lays out the use of stock sale proceeds, the company's business model and other financial details, according to online posts by financial experts. 

The stock offering for the pre-initial public offering is being handled by Donald Capital, a New York-based investment bank, Roth said. About 500,000 of the 1.5 million shares already have been spoken for by investors and the rest should sell quickly, he predicted. 

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