Venu Holding Corp: enters McKinney sale-leaseback for $60,000,000

What happened

• Venu Holding Corp filed an 8-K reporting that it and certain subsidiaries entered into a series of agreements, executed Oct 20, 2026, related to the development, financing, ownership, leasing, and operation of The Sunset McKinney in McKinney, Texas, including a sale-leaseback with STORE Capital Acquisitions, LLC.
• The sale-leaseback: Sunset Ground at McKinney LLC sold the McKinney Parcel to STORE for a purchase price of $60,000,000 and simultaneously leased the parcel back to Sunset Ground under a 99-year ground lease with initial Annual Base Rental of $5,700,000. The company issued guaranties and, as consideration, issued a 5-year warrant to an entity owned by the chairman exercisable for 5,000,000 shares at $1.20 per share.
• The filing also reports an amended and restated Chapter 380, grant, and development agreement with the city parties (effective Apr 16, 2024) that: (i) confirms the City Parties’ consent to the McKinney sale-leaseback; (ii) requires a Security Agreement granting the City Parties a security interest in certain Sunset Operations revenues; and (iii) preserves MEDC’s obligation to reimburse the company for the $35,000,000 purchase price (the $10,000,000 cash amount paid Jan 14, 2025 and the $25,000,000 MEDC Note principal) upon the company’s receipt of a temporary certificate of occupancy or certificate of occupancy by specified deadlines.
• The company used a portion of the Land Sale proceeds to pay off in full a bridge loan represented by the Ryan, LLC promissory note with a principal of $20,000,000 plus up to $500,000 in fees. The filing also reports a separate Centennial sale-leaseback: Hall at Centennial, LLC sold the Centennial Parcel for $7,500,000 and leased it back under a 25-year ground lease with initial base rent of $600,000 per year.

Key details

• Land sale purchase price to STORE: $60,000,000; ground lease term: 99 years; initial Annual Base Rental: $5,700,000.
• MEDC transaction history: original purchase price paid by the company was $35,000,000 (Cash Amount $10,000,000 on Jan 14, 2025; MEDC Note $25,000,000); MEDC will reimburse the $35,000,000 within 30 days after the company receives a temporary certificate of occupancy by Dec 3, 2027 or a certificate of occupancy by Jun 3, 2028, per the amended agreement.
• Warrant issued: 5,000,000 shares, 5-year term, exercise price $1.20 per share, issued to an entity owned and controlled by the chairman as consideration for the chairman’s guaranty; the company also delivered an unconditional guaranty for STORE and the chairman delivered a separate guaranty.
• Ryan note payoff: $20,000,000 principal plus up to $500,000 in capitalized fees and expenses; Centennial sale price: $7,500,000; Centennial lease base rent: $600,000 per year; Centennial repurchase option: $8,500,000 within seven years.

Why it may matter

• Item 1.01: the filing reports material definitive agreements (the McKinney sale-leaseback, amended Chapter 380 agreement, ground lease, purchase and sale agreement, security agreements, and related guaranties) governing the ownership, financing, and operation of The Sunset McKinney.
• Item 3.02: the filing reports the unregistered issuance of a warrant to acquire 5,000,000 shares at $1.20 per share as consideration for a guaranty.
• Item 8.01: the filing reports other events including payoff of the Ryan, LLC promissory note and the Centennial sale-leaseback transaction.
• The filing does not show why the insider traded or why the company acted.