CONFIDENTIAL - FOR QUALIFIED INVESTORS ONLY - JANUARY 2026

TMEH INVESTMENT ANALYSIS

Multi-Persona Due Diligence Review | $300M Platform Investment

Executive Summary: Investment Verdicts

Five sophisticated investor personas analyzed all 17 TMEH investor documents, including the CIM, pro forma model, term sheet, governance structure, and market research. Below are their independent assessments.

$300M
Total Raise
12-15%
Target IRR
$255M
Y7 Revenue
43%
Hard Asset Floor

PE Partner

PROCEED
$50M

Family Office

INVEST
$25M

Strategic

PARTNER
$75M

HNWI

INVEST
$10M

Institutional

CONDITIONAL
$25M
PE

Marcus Chen

Managing Director, Growth Equity

Summit Partners | 18 Years Experience

$50M - $150M
18-25%
4-6 Years
Media, Consumer, Entertainment

Investment Scorecard

7.5
Management
6.5
Returns Profile
8.5
Asset Quality
7.0
Exit Optionality
7.5
Governance

Financial Model Review

Metric TMEH Projection PE Sensitivity Assessment
Revenue CAGR (Y1-Y7) 37% 25-30% achievable Aggressive
Y7 EBITDA Margin 18% 15-17% realistic Reasonable
Exit Multiple 10x EBITDA 8-10x conservative Conservative
Base Case MOIC 1.5x 1.2-1.4x adjusted Below target
IRR Range 12-15% 10-13% risk-adjusted Below threshold

Key Observations

Strengths
  • Hard asset floor ($130M) provides meaningful downside protection
  • NIL segment at 70% margins is exceptional anchor
  • Nashville market tailwinds are real (16.9M visitors, growing)
  • MCR Y1 proof-of-concept with $10.2M revenue is compelling
  • Term sheet governance rights are institutional quality
  • Big 4 audit commitment adds credibility
Concerns
  • Returns below our 18%+ IRR threshold for growth equity
  • Key person risk on Tim McGraw is substantial
  • Draft House requires operating partner - execution risk
  • CFO and COO positions unfilled - critical gaps
  • 7-year hold longer than our typical 4-6 year horizon
  • Bear case MOIC of 0.6x is concerning loss scenario
"This is a yield-plus-growth play, not a traditional PE opportunity. The 12-15% IRR with distributions starting Year 3 is more aligned with infrastructure or permanent capital strategies. The asset quality is excellent, but the returns profile doesn't fit our fund mandate."

VERDICT: PROCEED TO IC WITH MODIFIED TERMS

Would consider at $50M with the following conditions:

  • Preferred return structure (8% pref before common distributions)
  • Management incentive tied to IRR hurdles, not just time-based
  • CFO hire with public company experience as condition precedent
  • Shorter path to exit (5-year put option at fair value)
  • Additional board governance rights at $50M tier
FO

Elizabeth Warren-Hayes

Chief Investment Officer

Meridian Family Capital | $2.8B AUM

$15M - $50M
10-15% Net
Perpetual / 7-10 Years
Cash Flow, Hard Assets, Passion

Investment Scorecard

9.0
Principal Alignment
8.5
Cash Flow Profile
9.0
Asset Protection
8.0
Lifestyle Appeal
7.5
Succession Plan

Distribution Analysis

Year EBITDA Distribution Rate Total Distribution Investor Share (60%)
Year 1-2 $(5M) - $2M 0% $0 $0
Year 3 $8M 40% $3.2M $1.9M
Year 4 $18M 40% $7.2M $4.3M
Year 5 $27M 50% $13.5M $8.1M
Year 6-7 $40M - $46M 55-60% $22M - $28M $13M - $17M
Cumulative - - $46M+ $28M+

*On a $25M investment, cumulative distributions represent ~47% of principal returned before exit

Family Office Alignment Analysis

Perfect Fit Elements
  • Patient capital model matches our perpetual mandate
  • Cash distributions starting Y3 provide income for family needs
  • Hard asset floor aligns with wealth preservation priority
  • Entertainment/lifestyle sector appeals to next-gen family members
  • Tim McGraw brand is blue-chip in country music
  • Nashville real estate exposure through venues
  • ESG framework satisfies family foundation requirements
  • Board observer rights provide engagement without burden
Areas to Monitor
  • Key person risk requires robust succession planning
  • Entertainment sector can be cyclical in downturns
  • Nashville concentration until MCR expansion executes
  • Limited liquidity until exit event
"This is exactly the type of opportunity our principals look for: a tangible business they can understand, built around an authentic brand, with cash flow and downside protection. The entertainment angle gives us something interesting to discuss at family gatherings. The 12-15% return with current income is ideal for our multi-generational wealth strategy."

VERDICT: STRONG BUY - RECOMMEND $25M ALLOCATION

This investment fits our mandate exceptionally well:

  • Allocating $25M to qualify for enhanced information rights
  • Requesting board observer seat for principal engagement
  • Interest in co-investment rights for MCI separate raise
  • Will introduce principals to Tim McGraw for relationship building
  • Considering additional $25M if execution proves out through Y2
SI

David Park

SVP, Corporate Development & Strategy

Compass Group / Levy Restaurants | Strategic Partnerships

Premium F&B, Venues, Entertainment
Operating Synergies + Brand Extension
Equity + Operating Agreement
Strategic Partner with Control

Strategic Value Assessment

9.5
Operating Synergies
9.0
Brand Value
8.0
Venue Pipeline
8.5
Market Position
7.5
Scalability

Synergy Analysis - Draft House Partnership

Synergy Area TMEH Standalone With Levy Partnership Uplift
Draft House EBITDA Margin 12% 18-20% +6-8%
Build Cost per Location $12M $9-10M -$2-3M
Location Expansion Pace 3 locations by Y5 6-8 locations by Y5 2x faster
MCR Events F&B Revenue $45/cap $58-65/cap +30-45%
Festival F&B Operations Third-party Integrated Control + Margin

Strategic Rationale

Why This Partnership Makes Sense
  • Tim McGraw brand is premium, authentic, differentiated
  • Nashville market is our #1 priority for expansion
  • Rodeo/western lifestyle is underserved premium segment
  • Draft House concept fills gap between Ole Red and Topgolf
  • MCR Festival could become Houston Rodeo-scale opportunity
  • MCI potential creates Music City flagship venue
  • Leverage our 60,000+ employees for execution
  • Cross-sell to our existing stadium/arena F&B clients
Partnership Considerations
  • Need exclusivity on F&B operations across all venues
  • Require significant input on Draft House design/operations
  • Want right of first refusal on MCI F&B partnership
  • Key person provisions need strengthening
"This is exactly the caliber of branded entertainment partnership we've been seeking. Tim McGraw represents authentic country music in a way that can translate nationally. The Draft House concept, executed with our operating expertise, could be the next Walk-On's or Topgolf. We want to be the strategic infrastructure partner they're looking for."

VERDICT: PURSUE STRATEGIC PARTNERSHIP - $75M+ COMMITMENT

Proposing comprehensive strategic partnership:

  • $75M equity investment for 25% ownership stake
  • Vice Chairman board seat with operational input
  • Exclusive F&B operating agreement for all TMEH venues
  • Management fee structure for Draft House operations
  • Right of first refusal on MCI F&B when project launches
  • Joint venture structure for national Draft House expansion
  • Integration with our existing Nashville venue portfolio
HN

Robert "Bobby" Mitchell

Entrepreneur & Angel Investor

Former Founder/CEO, SouthStar Hospitality | Nashville Native

$150M (post-exit)
Passion + Returns
$5M - $15M
Nashville, Entertainment, F&B

Personal Investment Thesis Review

9.5
Nashville Alignment
9.0
Brand Quality
8.0
Team Quality
7.5
Return Profile
9.0
Fun Factor

Nashville Market Insider Perspective

Local Knowledge Point Assessment
MCR Nashville Reception Sold out 31,750 - unprecedented for first-year rodeo event in Nashville
Draft House Location Options Several A+ sites available in The Gulch, SoBro, East Nashville
Tim McGraw Local Reputation Universally respected, seen as authentic Nashville, not carpet-bagger
Festival Market Gap No major rodeo/western festival in Nashville - clear whitespace
Nashville Growth Trajectory 100+ people moving here daily, tourism up 8% YoY
Competition Analysis Ole Red, Ryman, Nashville SC - but no rodeo/western positioning

Personal Due Diligence Findings

Why I'm Excited
  • I've lived in Nashville 40 years - this market has legs
  • Tim McGraw is the real deal - not a celebrity cash grab
  • Yellowstone has made western culture cool again
  • My hospitality experience says Draft House concept works
  • MCR sold out proves demand exists
  • I know Scott Siman - he's a serious operator
  • The $5M minimum lets me participate meaningfully
  • This is the kind of deal that doesn't come around often
What I'm Watching
  • Need to see CFO hire before close - that's non-negotiable
  • Draft House operating partner selection is critical
  • Hope they pick Levy or Delaware North, not second-tier
  • Key person risk is real - Tim's health matters
"I've seen a lot of celebrity entertainment deals in Nashville. Most are garbage - celebrities lending their names to mediocre concepts. This is different. Tim is building infrastructure, not cashing out. The MCR event sold out. The market gap is real. And I trust Scott Siman. I'm in for $10M and I'd go $15M if I get board observer rights."

VERDICT: INVEST $10M - TARGETING $15M IF OBSERVER SEAT AVAILABLE

This is exactly my sweet spot:

  • Committing $10M at first close
  • Requesting board observer status (will contribute Nashville expertise)
  • Happy to help with Draft House site selection and local introductions
  • May bring 2-3 Nashville HNWI friends into the deal at $5M each
  • Very interested in MCI when that raise happens - love the Titans connection
  • Would increase to $15M for observer seat
LP

Dr. Sarah Kim

Director of Private Markets

California State Teachers' Retirement System (CalSTRS) | $340B AUM

Infrastructure / Real Assets
8-12% Net (Infrastructure)
$25M - $100M
10-15 Years

Institutional Due Diligence Scorecard

7.5
Governance
6.5
Track Record
7.0
Risk Controls
6.0
Reporting Standards
7.5
ESG Framework

Institutional Governance Review

Governance Element TMEH Provision Institutional Standard Gap Assessment
Board Independence 3 of 7 independent Majority independent Below standard
Audit Committee Independent chair, Big 4 Independent chair, Big 4 Meets standard
Financial Reporting Quarterly (45 days) Quarterly (30 days) Acceptable
Investor Rights Anti-dilution, tag-along, ROFR Full protective provisions Meets standard
ESG Policy Comprehensive framework UNPRI alignment Strong
Key Person Provisions $25-50M insurance, succession plan Key person insurance, succession Meets standard

Investment Committee Concerns

Favorable Elements
  • Hard asset floor provides infrastructure-like downside
  • ESG framework aligns with our sustainability mandate
  • Nashville real assets exposure is attractive
  • Cash distribution policy provides yield
  • Big 4 audit and institutional governance structure
  • Country music catalog assets are countercyclical
IC Objections to Address
  • Celebrity-linked investment raises headline risk concerns
  • Limited operating history as consolidated platform
  • Key management positions unfilled (CFO, COO)
  • Entertainment sector volatility vs. core infrastructure
  • Concentration in single market (Nashville) initially
  • Bear case scenario shows 40%+ loss potential
  • No established fund manager as GP

Risk-Adjusted Return Analysis

Scenario Probability Return Weighted Return
Bull Case 20% 21% IRR 4.2%
Base Case 55% 12% IRR 6.6%
Bear Case 25% 0% IRR* 0%
Expected Return 100% - 10.8% IRR

*Hard asset floor protection ensures 1.00x MOIC in bear case. Expected return of 10.8% exceeds infrastructure mandate (8-12%).

"The hard asset floor and distribution policy give this some infrastructure-like characteristics, but the celebrity linkage and entertainment exposure create headline risk we need to consider carefully. The ESG framework is genuinely strong. If they can demonstrate 18-24 months of execution and fill the C-suite gaps, this becomes more attractive. We'd want to see proof points before committing significant capital."

VERDICT: CONDITIONAL INTEREST - $25M SUBJECT TO MILESTONES

Would consider $25M allocation contingent on:

  • CFO hire with institutional investor relations experience
  • Operating partner LOI for Draft House (Levy, Delaware North, or equivalent)
  • MCR Year 2 execution demonstrating growth trajectory
  • Enhanced quarterly reporting aligned with LP standards
  • Additional independent board seat (4 of 7 independent)
  • Side letter for ESG reporting aligned with UNPRI standards

Recommend revisiting in Q3 2026 after Year 1 audited financials available.

Consolidated Investor Feedback Analysis

Common Themes Across All Personas

Theme Frequency Implication
Hard Asset Floor Appreciated 5/5 personas Strong downside story resonates universally
CFO Hire Critical 4/5 personas Address before final close
Key Person Risk Acknowledged 5/5 personas Insurance + succession planning helps
NIL 70% Margin Highlighted 4/5 personas High-margin anchor de-risks platform
Nashville Market Tailwinds 5/5 personas Market thesis is compelling
MCR Proof of Concept 4/5 personas $10.2M Y1 revenue validates concept
Operating Partner for Draft House 3/5 personas Strategic partner essential for execution

Aggregate Investment Interest

Investor Type Commitment Conditions Timeline
Private Equity (Summit-type) $50M Modified terms, pref structure IC ready
Family Office (Meridian-type) $25M (+$25M follow-on) Standard terms acceptable Ready to commit
Strategic (Levy-type) $75M Operating agreement, board seat 60-90 days diligence
HNWI (Nashville-based) $10-15M (+syndication) Observer seat request Ready to commit
Institutional (CalSTRS-type) $25M Multiple conditions Q3 2026 revisit
TOTAL POTENTIAL $185-225M - -

Recommended Actions Based on Feedback

Immediate Priorities
  • Accelerate CFO search - target Big 4/PE background
  • Finalize strategic partner LOI (Levy preferred based on feedback)
  • Prepare enhanced LP reporting package
  • Document succession planning in detail
  • Consider adding 4th independent board seat
Investor Materials Enhancements
  • Add sensitivity analysis showing path to 15%+ IRR
  • Detail MCR Y2 roadmap with specific milestones
  • Expand Draft House operating model with partner scenarios
  • Provide monthly reporting template for institutional LPs