Building America's Premier Country Music & Western Lifestyle Platform
$300,000,000
Platform Equity Investment
January 2026
CONFIDENTIALITY: This Confidential Investment Memorandum (the "Memorandum") is furnished on a confidential basis to a limited number of sophisticated investors for the sole purpose of evaluating a potential investment in Tim McGraw Entertainment Holdings, LLC ("TMEH" or the "Company"). By accepting this Memorandum, the recipient agrees to keep confidential all information contained herein and to return or destroy this Memorandum upon request.
NOT AN OFFER: This Memorandum does not constitute an offer to sell or a solicitation of an offer to buy any securities. Any such offer will be made only by means of definitive agreements and only to qualified purchasers in compliance with applicable securities laws.
FORWARD-LOOKING STATEMENTS: This Memorandum contains forward-looking statements regarding the Company's business strategy, financial projections, and industry outlook. These statements involve known and unknown risks and uncertainties. Actual results may differ materially from those projected. Prospective investors should not place undue reliance on forward-looking statements.
NO REPRESENTATIONS: No representations or warranties are made as to the accuracy or completeness of the information contained herein. The Company, its affiliates, and their respective advisors expressly disclaim any liability for errors or omissions. Prospective investors must conduct their own independent investigation and due diligence.
RISK OF LOSS: An investment in the Company involves significant risks, including the potential loss of the entire investment. Prospective investors should carefully review the "Risk Factors" section of this Memorandum and consult with their own legal, tax, and financial advisors.
ACCREDITED INVESTORS ONLY: This offering is available only to "accredited investors" as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended, and to non-U.S. persons in compliance with Regulation S.
SECTION I
Tim McGraw—one of the most successful recording artists in history with over 80 million albums sold, 25 #1 hits, and three Grammy Awards—is partnering with institutional investors to transform his portfolio of entertainment assets into a scaled platform capable of generating sustainable, diversified cash flows.
Unlike traditional celebrity investments that depend on a single revenue stream, TMEH is structured as permanent entertainment infrastructure: owned venues, controlled content, branded events, and appreciating intellectual property. This model generates current yield through operations while building long-term asset value.
| Component | Amount | Description |
|---|---|---|
| Equity Investors | $150M | Family offices, institutional investors, HNW individuals |
| Strategic Partner | $150M | Infrastructure/real estate partner for venue development |
| Total | $300M | Platform capital for consolidation and growth |
"Patient Capital, Premium Returns" — This is not venture capital seeking 10x outcomes on speculative bets. TMEH offers a differentiated return profile:
SECTION II
Tim McGraw represents one of country music's most valuable and enduring personal brands. With a 30+ year career, 80M+ album sales, and 20M+ social media followers, McGraw brings unmatched credibility to the western lifestyle space. Unlike manufactured celebrity ventures, McGraw's rural Louisiana upbringing and genuine connection to country culture provides authentic differentiation.
Nashville has emerged as America's hottest entertainment market, with tourism and investment reaching record levels:
| Metric | Value | Trend |
|---|---|---|
| Annual Visitors | 16 million | Record 2024, +3-4% annually |
| Tourism Spending | $11 billion | +8% YoY |
| Hotel Occupancy | 72% | Above national average |
| Ryman Hospitality Valuation | $6.63B | 17-18x EBITDA |
TMEH is positioned to capture this growth through destination events (Music City Rodeo), hospitality venues (Draft House), and Nashville-centric content (Down Home Media).
Unlike single-asset entertainment investments, TMEH operates seven integrated business segments with diversified revenue streams and natural synergies:
| Segment | Y1 Revenue | Y7 Revenue | EBITDA Margin |
|---|---|---|---|
| MCR Events (Rodeo) | $5M | $40M | 20% |
| MCR Festival | $0 | $50M | 15% |
| Down Home Media | $3M | $25M | 15% |
| McGraw NIL | $15M | $45M | 70% |
| Draft House | $5M | $75M | 22% |
| EMCo | $0 | $18M | 15% |
| Lifestyle Products | $0 | $10M | 12% |
| Total | $28M | $255M | 18% |
Tim McGraw's personal name, image, and likeness (NIL) rights contribute to TMEH at 70% EBITDA margins—providing stable, high-margin cash flow that de-risks the platform's growth investments. By Year 7, McGraw NIL is projected to generate $31.5M in EBITDA, effectively funding corporate overhead while other segments scale.
Unlike typical entertainment investments with intangible value, TMEH maintains a substantial hard asset base that provides downside protection:
| Asset | Estimated Value | Characteristics |
|---|---|---|
| Tim McGraw Catalog (50% to TMEH) | $75M | Appreciating IP, countercyclical royalties |
| EMCo Artist Catalogs | $30M | Diversified music rights portfolio |
| Draft House Real Estate | $25M | Owned venue locations |
| Total Hard Asset Floor | $130M | 43% of investment protected |
TMEH will be led by experienced entertainment executives with institutional governance standards, including independent board members, Big 4 audit, and comprehensive investor protections. See Section IX for management profiles.
SECTION III
Tim McGraw Entertainment Holdings, LLC ("TMEH") is a Delaware limited liability company structured to consolidate Tim McGraw's entertainment assets and related acquisitions into a unified platform. The Company will be governed by an Amended and Restated Operating Agreement executed at closing.
Nashville, Tennessee — The epicenter of country music and America's fastest-growing entertainment market. Nashville location provides access to industry talent, strategic relationships, and the growing tourism infrastructure that drives TMEH's business model.
TMEH operates as a vertically integrated entertainment platform with seven complementary business segments organized into three strategic pillars:
TMEH's strategic vision centers on three core objectives:
1. Build Permanent Infrastructure: Unlike artist touring revenue that ends with each tour, TMEH invests in owned assets—venues, content libraries, event franchises, and intellectual property—that generate recurring cash flows and appreciate over time.
2. Leverage the McGraw Brand: Tim McGraw's personal brand serves as the connective tissue across all segments, providing marketing efficiency, credibility with partners, and authentic positioning in the western lifestyle market.
3. Capture Nashville's Growth: As Nashville tourism continues its record expansion, TMEH is positioned at the intersection of country music, western lifestyle, and destination entertainment—three categories experiencing secular tailwinds.
| Dimension | TMEH Advantage | Competitors |
|---|---|---|
| Artist Brand | Tim McGraw exclusive, authentic western heritage | No comparable artist-driven platform |
| Nashville Presence | Headquartered in Nashville, integrated with music industry | National players lack local depth |
| Vertical Integration | Events + Venues + Content + Merchandise + Artist Services | Most competitors single-segment |
| Asset Ownership | Hard assets (catalogs, RE) provide floor value | Many entertainment cos. asset-light |
SECTION IV
Samuel Timothy McGraw (born May 1, 1967) is one of the most successful country music artists in history. Over a 30+ year career, McGraw has achieved unprecedented commercial and critical success while building a diversified entertainment portfolio that extends well beyond recording.
Beyond music, McGraw has demonstrated entrepreneurial success across multiple categories:
Born in Delhi, Louisiana and raised in Start, Louisiana, McGraw's rural Southern upbringing provides authentic credibility in the western lifestyle space. Unlike manufactured celebrity brands, McGraw's connection to country culture is genuine and deeply rooted—a critical differentiator in an era when consumers demand authenticity.
McGraw's career demonstrates remarkable longevity. His 2024-2025 touring continues to sell out major venues, and his appearance in Paramount+'s 1883 introduced his brand to a new generation of viewers. This sustained relevance—unusual in the music industry—suggests the McGraw brand will continue to generate value throughout the investment period.
McGraw has successfully managed his career as a business, making strategic decisions around touring, recording, endorsements, and media appearances. His participation in TMEH reflects a deliberate decision to institutionalize and scale these activities within a professionally managed platform.
| Commitment | Detail |
|---|---|
| Time Commitment | Minimum 100 days per year dedicated to TMEH activities |
| Exclusivity | No competing entertainment ventures during investment period |
| Key Person Insurance | $25-50M life and disability coverage |
| Health Notification | Board notification within 72 hours of material health event |
| Term | 7-year commitment, Chairman Emeritus role thereafter |
| Succession Planning | Formal succession plan developed within 12 months of close |
SECTION V
Music City Rodeo is a western lifestyle event franchise combining professional rodeo competition, country music performances, and premium hospitality. The inaugural Nashville event establishes the brand before expanding to additional markets.
| Metric | Value |
|---|---|
| Average Ticket Price | $125 |
| Per-Attendee Revenue (Total) | $258 |
| Revenue Mix: Tickets | 70% |
| Revenue Mix: Sponsorship | 20% |
| Revenue Mix: F&B/Merch | 10% |
| Break-Even Attendance | ~25,000 |
| Year | Markets | Target Attendance | Revenue |
|---|---|---|---|
| Y1 | Nashville | 19,000 | $5M |
| Y2 | +Dallas | 31,000 | $8M |
| Y3 | +Phoenix | 46,000 | $12M |
| Y4 | +Houston, +Tampa | 69,000 | $18M |
| Y5 | +Denver, +Atlanta | 97,000 | $25M |
| Y7 | 12 Markets Total | 155,000 | $40M |
Building on MCR Events' success, the MCR Festival launches in Year 4 as a three-day destination event in Nashville—combining the country music festival format with western lifestyle elements. This positions MCR as the premier country/western festival brand.
| Festival | Attendance | Est. Revenue |
|---|---|---|
| Stagecoach | 85,000 | $100M+ |
| CMA Fest | 80,000 | $50M |
| Tortuga Music Festival | 35,000 | $25M |
| MCR Festival (Y7 Target) | 125,000 | $50M |
Down Home Media is TMEH's content arm—a multi-platform media company producing podcasts, YouTube content, and original programming focused on country music, western lifestyle, and Nashville culture. The platform serves as both a revenue generator and marketing engine for other TMEH segments.
Tim McGraw's name, image, and likeness rights contribute to TMEH at industry-leading margins. This high-margin anchor provides stable cash flow that de-risks the platform's growth investments.
| Category | Y1 | Y7 | Description |
|---|---|---|---|
| Touring | $8M | $22M | Concert revenue, meet & greets |
| Endorsements | $5M | $16M | Brand partnerships, appearances |
| Catalog Royalties | $2M | $7M | Publishing, masters, sync licensing |
| Total | $15M | $45M |
Draft House is TMEH's scalable hospitality concept—entertainment venues featuring live music, gaming, and elevated food & beverage. The Nashville flagship proves the concept before national expansion.
| Metric | Target |
|---|---|
| Build Cost | $3-4M per location |
| Average Check | $45 |
| Covers/Day (Mature) | 250 |
| Revenue/SF | $850/year |
| Payback Period | 3-4 years |
| Mature Location EBITDA | $900K-$1M |
| Company | Valuation | Multiple |
|---|---|---|
| Topgolf (pre-Callaway) | $2.0B | 4x Revenue |
| Dave & Buster's | $1.8B | 6x EBITDA |
| Bowlero | $2.6B | 8x EBITDA |
EMCo provides full-service label and artist management services, building a roster of emerging country and western artists. The division generates operating revenue while building an appreciating catalog of music rights.
McGraw-branded lifestyle products—apparel, accessories, home goods—leverage Tim's personal brand through direct-to-consumer e-commerce and strategic retail partnerships.
SECTION VI
Nashville has emerged as the fastest-growing major entertainment market in the United States, driven by country music tourism, corporate relocations, and cultural momentum. TMEH is positioned at the center of this growth.
| Year | Visitors | Spending | Growth |
|---|---|---|---|
| 2019 | 14.2M | $9.1B | - |
| 2021 | 12.8M | $7.8B | COVID recovery |
| 2023 | 15.2M | $10.2B | +19% |
| 2024 | 16.0M | $11.0B | +8% (Record) |
Country music represents a $50+ billion ecosystem in the United States, encompassing recorded music, touring, publishing, merchandise, and related entertainment. The genre has demonstrated remarkable resilience and growth:
The U.S. rodeo market generates approximately $1.5 billion annually through events, sponsorships, and merchandise. The western lifestyle category is experiencing a cultural renaissance:
| Event | Annual Revenue | Attendance |
|---|---|---|
| Houston Livestock Show & Rodeo | $350M | 2.5M |
| Cheyenne Frontier Days | $30M | 200K |
| Las Vegas National Finals Rodeo | $25M | 170K |
| Calgary Stampede | $100M CAD | 1.2M |
Paramount's Yellowstone franchise (which Tim McGraw starred in via 1883) has driven unprecedented mainstream interest in western culture. Boot sales, western wear, and ranch lifestyle content have surged. MCR is positioned to capitalize on this cultural moment with authentic programming and Tim McGraw's credibility.
| Competitor | Focus | TMEH Advantage |
|---|---|---|
| Houston Rodeo | Regional (Texas), nonprofit | Commercial model, national expansion |
| PBR | Bull riding only | Full western lifestyle, music integration |
| Live Nation Country | Touring, festivals | Vertical integration, owned venues |
| Ryman Hospitality | Nashville venues | Artist brand, content, events |
SECTION VII
| Segment | Y1 | Y2 | Y3 | Y4 | Y5 | Y6 | Y7 |
|---|---|---|---|---|---|---|---|
| MCR Events | $5M | $8M | $12M | $18M | $25M | $32M | $40M |
| MCR Festival | — | — | — | $15M | $25M | $35M | $50M |
| Down Home | $3M | $5M | $8M | $12M | $18M | $22M | $25M |
| McGraw NIL | $15M | $18M | $22M | $28M | $32M | $38M | $45M |
| Draft House | $5M | $12M | $22M | $35M | $50M | $62M | $75M |
| EMCo | — | $2M | $5M | $8M | $12M | $15M | $18M |
| Lifestyle | — | $1M | $3M | $5M | $7M | $8M | $10M |
| Total Revenue | $28M | $46M | $72M | $121M | $169M | $212M | $255M |
| YoY Growth | — | 64% | 57% | 68% | 40% | 25% | 24% |
| Component | Y1 | Y2 | Y3 | Y4 | Y5 | Y6 | Y7 |
|---|---|---|---|---|---|---|---|
| Gross Pillar EBITDA | $8.2M | $13.0M | $21.5M | $32.7M | $45.2M | $58.4M | $71.2M |
| Corporate Overhead | ($8.0M) | ($9.0M) | ($10.0M) | ($12.0M) | ($14.0M) | ($16.0M) | ($18.0M) |
| Platform Investment | ($5.2M) | ($4.0M) | ($3.0M) | ($2.0M) | ($2.0M) | ($2.5M) | ($3.0M) |
| Net EBITDA | ($5.0M) | $0 | $8.5M | $18.7M | $29.2M | $39.9M | $50.2M |
| EBITDA Margin | -18% | 0% | 12% | 15% | 17% | 19% | 19% |
| Metric | Y1 | Y2 | Y3 | Y4 | Y5 | Y6 | Y7 |
|---|---|---|---|---|---|---|---|
| EBITDA | ($5M) | $0 | $8.5M | $18.7M | $29.2M | $39.9M | $50.2M |
| Less: CapEx | ($25M) | ($20M) | ($15M) | ($10M) | ($8M) | ($6M) | ($5M) |
| Less: Working Capital | ($3M) | ($2M) | ($2.5M) | ($3M) | ($2.5M) | ($2M) | ($2M) |
| Free Cash Flow | ($33M) | ($22M) | ($9M) | $5.7M | $18.7M | $31.9M | $43.2M |
| Distribution Rate | 0% | 0% | 40% | 40% | 50% | 55% | 60% |
| Total Distributions | $0 | $0 | $3.4M | $7.5M | $14.6M | $21.9M | $30.1M |
| Investor Share (60%) | $0 | $0 | $2.0M | $4.5M | $8.8M | $13.2M | $18.1M |
Investors receive approximately $46.6 million in cash distributions over the 7-year hold period—before any exit proceeds. This represents 15.5% of the $300M investment returned via current yield.
| Scenario | Y7 EBITDA | Exit Multiple | Platform Value | Investor Proceeds | + Distributions | Total Return | MOIC | IRR |
|---|---|---|---|---|---|---|---|---|
| Bear | $27M | 8x | $216M | $130M | $20M | $150M | 1.00x | 0% |
| Base | $46M | 10x | $460M | $276M | $47M | $323M | 1.08x | 12% |
| Bull | $64M | 12x | $768M | $461M | $60M | $521M | 1.74x | 21% |
SECTION VIII
| Category | Amount | % | Description |
|---|---|---|---|
| CONSOLIDATION — $110M (37%) | |||
| EMCo Acquisition | $50M | 17% | Label services, artist development, catalog |
| Down Home Content Library | $30M | 10% | Podcast/video archive, creator relationships |
| Draft House Flagship | $20M | 7% | Nashville flagship + 2 additional locations |
| Catalog Enhancement | $10M | 3% | Additional Tim McGraw masters/publishing |
| PLATFORM DEVELOPMENT — $90M (30%) | |||
| MCR Event Expansion | $25M | 8% | Market expansion (TX, AZ, FL, CA) |
| MCR Festival Development | $20M | 7% | Year 4 launch of 3-day festival format |
| Draft House Expansion | $25M | 8% | Scale to 18 locations by Y7 |
| Technology/Content Platform | $15M | 5% | Data, streaming, fan engagement tech |
| Lifestyle Brand Launch | $5M | 2% | Product development, D2C infrastructure |
| INFRASTRUCTURE — $50M (17%) | |||
| Working Capital | $25M | 8% | Operating reserves, seasonal needs |
| Corporate Infrastructure | $15M | 5% | Team buildout, systems, Nashville HQ |
| Transaction/Legal | $10M | 3% | Deal costs, structuring, professional fees |
| MCI OPTIONALITY — $50M (17%) | |||
| MCI Reserved Capital | $50M | 17% | Music City International venue stake |
| Total | $300M | 100% | |
| Period | Amount | Focus |
|---|---|---|
| Close + 6 Months | $110M | Consolidation: EMCo, Down Home, Draft House flagship |
| Months 6-18 | $90M | Platform buildout: MCR expansion, Draft House growth |
| Months 18-36 | $50M | Infrastructure + MCI decision point |
| Ongoing | $50M reserve | Working capital, opportunistic M&A |
SECTION IX
Role: Brand stewardship, creative vision, artist relations, strategic partnerships
Tim McGraw provides the authentic brand foundation and industry relationships essential to TMEH's success. His 30+ year career, extensive industry network, and commercial track record make him uniquely qualified to lead the Company's strategic direction. McGraw will dedicate a minimum of 100 days annually to TMEH activities.
Role: Day-to-day operations, strategy execution, investor relations
Scott Siman has managed Tim McGraw's career for over 25 years, building it into one of the most successful in country music history. His deep understanding of the entertainment industry, artist management, and Nashville ecosystem makes him ideally suited to lead TMEH during its formative period. A permanent CEO search will be conducted with investor input.
Target Profile: 15+ years experience, entertainment/hospitality background, public company or PE experience preferred. Search to commence at signing with investor consultation on finalist candidates.
Target Profile: Multi-unit hospitality experience, event operations background, scaling fast-growth companies. Critical hire for Draft House expansion and MCR event execution.
| Seat | Representative | Role |
|---|---|---|
| Chairman | Tim McGraw | Founder, brand steward, creative vision |
| CEO | Scott Siman (Interim) | Operating leadership, day-to-day execution |
| Vice Chairman | Strategic Partner Designee | Infrastructure partner representative |
| Investor Director | Lead Investor Representative | Financial oversight, investor protection |
| Independent #1 | Entertainment Executive | Industry expertise, talent relationships |
| Independent #2 | Finance/Audit Expert | Audit oversight, risk management |
| Independent #3 | Nashville Community Leader | Local relationships, civic alignment |
Chair: Independent #2
Chair: Independent #1
Chair: Tim McGraw | Members: CEO, Strategic Partner, Independent #3
SECTION X
| Information Rights | Quarterly financials, annual audited |
| Board Observer | Non-voting attendance |
| Anti-dilution | Broad-based weighted average |
| Preemptive Rights | Pro-rata future participation |
| Tag-Along | Right to sell with majority |
| Board Seat | Voting seat on 7-person board |
| Consent Rights | M&A >$25M, Debt >2x EBITDA |
| Drag-Along Protection | 66% threshold, fair value floor |
| Exit Veto | Consent for sub-1x return exits |
The following actions require investor approval:
| Action | Threshold |
|---|---|
| M&A Transactions | >$25M requires board approval |
| Debt Facilities | >$25M or >2x EBITDA |
| Equity Issuance | Any dilutive issuance |
| C-Suite Hires | CEO, CFO, President-level |
| Related Party Transactions | Any material transaction |
| Material Contracts | >$5M annual value |
| Period | Distribution Rate | Rationale |
|---|---|---|
| Years 1-2 | 0% | Platform buildout phase |
| Years 3-4 | 40% of EBITDA | Cash flow initiation |
| Years 5+ | 50-60% of EBITDA | Mature distributions, quarterly |
| Mechanism | Description |
|---|---|
| Tag-Along | Minority can sell alongside majority shareholders |
| Drag-Along | 66% threshold can force sale (fair value floor) |
| ROFR | Right of first refusal on secondary sales |
| IPO Lockup | 180-day lockup post-IPO |
| Registration Rights | Demand + piggyback rights |
| Report | Frequency | Timeline |
|---|---|---|
| Financial Statements | Quarterly | Within 45 days of quarter-end |
| Audited Financials | Annual | Within 90 days of year-end |
| Board Materials | Quarterly | 5 days before meeting |
| ESG Report | Annual | With audited financials |
| Investor Call | Quarterly | Within 60 days of quarter-end |
SECTION XI
An investment in the Company involves significant risks. Prospective investors should carefully consider the following risk factors, in addition to other information in this Memorandum, before making an investment decision.
Risk: Tim McGraw's health, reputation, or reduced involvement could materially impact the Company's brand value, revenue, and strategic direction.
Mitigation:
Risk: Draft House expansion, MCR event scaling, and festival launch require significant operational execution. Failure to achieve unit economics or expansion targets could impact returns.
Mitigation:
Risk: Initial concentration in Nashville exposes TMEH to local market conditions, tourism fluctuations, and competitive dynamics.
Mitigation:
Risk: Established players (Live Nation, Endeavor) or new entrants could compete for market share in events, venues, or content.
Mitigation:
Risk: Economic recession could reduce discretionary spending on entertainment, events, and dining.
Mitigation:
Risk: Changes in tax policy, entertainment regulations, or labor laws could impact operations.
Mitigation:
Risk: Investment is illiquid with no guaranteed exit timeline.
Mitigation:
SECTION XII
| Term | Detail |
|---|---|
| Issuer | Tim McGraw Entertainment Holdings, LLC |
| Security | Class A Membership Units |
| Total Raise | $300,000,000 |
| Pre-Money Valuation | $200,000,000 |
| Post-Money Valuation | $500,000,000 |
| Investor Ownership | 60% |
| Minimum Investment | $5,000,000 (negotiable) |
| Target Close | Q1 2026 |
| Use of Proceeds | Consolidation, platform development, infrastructure |
| Phase | Timing | Activities |
|---|---|---|
| Initial Meetings | January 2026 | Management presentations, preliminary discussions |
| Due Diligence | February 2026 | Data room access, site visits, management Q&A |
| Documentation | March 2026 | Term sheet negotiation, definitive agreements |
| Closing | Q1 2026 | Funding, board formation, operations commence |
For additional information or to schedule a management presentation, please contact:
Tim McGraw Entertainment Holdings
Nashville, Tennessee
Investment inquiries to be directed through designated placement agent or directly to management.
This Confidential Investment Memorandum is intended solely for the recipient and may not be reproduced, distributed, or disclosed to any other person without the prior written consent of the Company. By accepting this Memorandum, the recipient agrees to be bound by the confidentiality provisions set forth herein.
© 2026 Tim McGraw Entertainment Holdings, LLC. All Rights Reserved.