Tim McGraw Entertainment Holdings, LLC
$300,000,000 Platform Equity Investment | January 2026
| PARTIES & STRUCTURE | |
| Issuer | Tim McGraw Entertainment Holdings, LLC, a Delaware limited liability company ("TMEH" or the "Company") |
|---|---|
| Investors | Qualified institutional and accredited investors (the "Investors") |
| Security | Class A Membership Units of TMEH |
| INVESTMENT TERMS | |
| Total Raise | $300,000,000
|
| Pre-Money Valuation | $200,000,000 |
| Post-Money Valuation | $500,000,000 |
| Investor Ownership | 60% of fully-diluted equity |
| Minimum Investment | $5,000,000 (subject to Company discretion) |
| Use of Proceeds |
|
| GOVERNANCE | |
| Board of Directors | Seven (7) members:
|
| Board Committees |
|
| Board Observer Rights | Investors below board seat threshold receive non-voting observer rights |
| INVESTOR RIGHTS | |
| Information Rights |
|
| Board Seat Threshold | Investors committing $50,000,000 or more entitled to one (1) voting board seat |
| Anti-Dilution | Broad-based weighted average anti-dilution protection |
| Preemptive Rights | Pro-rata participation rights in future equity offerings |
| ROFR | Right of first refusal on secondary sales by other members |
| PROTECTIVE PROVISIONS | |
| Investor Consent Required | The following actions require approval of Investors holding a majority of Investor Units:
|
| Enhanced Rights ($50M+) | Investors committing $50M+ receive:
|
| DISTRIBUTIONS | |
| Distribution Policy |
|
| Distribution Waterfall | Pro-rata based on ownership percentage |
| LIQUIDITY & EXIT | |
| Tag-Along Rights | Investors may participate pro-rata in any sale by Founder/Management |
| Drag-Along Rights | Members holding 66% may compel sale, subject to:
|
| Registration Rights | Demand registration (2x) and unlimited piggyback rights in event of IPO |
| IPO Lockup | 180-day lockup following IPO |
| KEY PERSON PROVISIONS | |
| Tim McGraw Commitment |
|
| Key Person Insurance | $25,000,000 - $50,000,000 life and disability coverage on Tim McGraw |
| Health Notification | Board notification within 72 hours of material health event |
| Succession Planning | Formal succession plan to be developed within 12 months of closing |
| OTHER TERMS | |
| Exclusivity | Upon execution of term sheet, Company grants 60-day exclusivity to negotiate definitive agreements |
| Expenses | Company to reimburse reasonable legal and due diligence expenses of lead investor(s), capped at $250,000 |
| Governing Law | Delaware |
| Confidentiality | Terms confidential; disclosure only with consent or as required by law |
This Summary of Terms is intended as a basis for further discussion and is not intended to be, and does not constitute, a legally binding obligation. The terms set forth herein are subject to the completion of due diligence, negotiation of definitive agreements, and approval of all parties. No binding obligation shall arise until execution of definitive documentation. The provisions regarding Confidentiality and Exclusivity, however, shall be binding upon execution of this Summary of Terms.
TIM McGRAW ENTERTAINMENT HOLDINGS, LLC
By: _______________________
Name:
Title:
Date:
[INVESTOR NAME]
By: _______________________
Name:
Title:
Date: