Southeast Festival Investment Plan
MUSIC CITY
RODEO
From Sold-Out Launch to Southeast Festival Leader
The Vision
MUSIC CITY
RODEO
Transform a 3-day arena event into a 5-7 day citywide festival that becomes Nashville's signature spring institution.
(3 arena nights + 4-day external footprint: carnival, gift show, BBQ competition, Broadway activations)
CMA Fest Proves the Model
Direct Visitor Spending
4 days, 380K attendance, city-wide activation. Nashville supports massive festivals.
Houston Rodeo Proves Scale
Annual Revenue
19 days, 2.5M attendance, carnival + rodeo + concerts. The model works.
Year 1 Results
Proof of Concept: Sold Out
May 2025 — Bridgestone Arena — 3 Nights
2025 Headliners — Equity Partners
All three performed for equity, not cash — proving commitment to the brand
The key metric: We sold out.
Nashville supports this event. Now we scale.
Year 1: $4.6M revenue, ($800K) loss (expected) · Year 2: ($1.2M) planned investment
Market Opportunity
Why Nashville Wins
Nashville Market Fundamentals
| Metro Population (MSA) | 2.15M |
| Annual Tourism Industry | $11.2B |
| Annual Visitors | 17M |
| Hotel Rooms | 60,000+ |
| New Nissan Stadium (2027) | $2.1B / 60K seats |
Critical Gap: No major rodeo exists within 500 miles. The entire Southeast is wide open.
PRCA Calendar: May has zero championship-level PRCA events. MCR owns the entire month on the professional rodeo circuit.
Strategic Advantages
- Country Music Capital — Perfect brand alignment
- Bridgestone Arena — 17,500 capacity, downtown
- Tourism infrastructure — Already built for scale
- May timing — Complements CMA Fest (June)
- Future stadium option — Nissan Stadium 2028+
- Tim McGraw brand — Authentic credibility
Tourism Tax Savings
Saved per Nashville household annually from tourism revenue
The White Space
Geographic Opportunity
The entire Southeast is wide open.
No major championship rodeo exists east of Texas. MCR owns this geography.
Market Comparison
Nashville: The Perfect Host
| Metric | Nashville | Houston (Rodeo) | Las Vegas (NFR) |
|---|---|---|---|
| Annual Visitors | 17M | 8M | 40M |
| Visitor Spending | $11.2B | $24B | $52B |
| Airport Passengers | 24.7M | 45M | 57M |
| Hotel Rooms | 42K | 85K | 150K |
| Tourism Growth Rate | +9.2% | +3% | +2% |
| Country Music DNA | Capital | Strong | Moderate |
| Event Month | May (open) | March | December |
Why Nashville Wins
- Fastest-growing major tourism market in America
- Country music brand alignment is built-in
- Underserved region — zero competition within 500 miles
- May timing — complements CMA Fest (June)
Houston Rodeo Proof Point
Houston proves the model works. Nashville brings faster growth + zero local competition.
Audience Insights
Why People Travel for Rodeo
Rodeo Demographics
| Average HH Income | $85K+ |
| Ages 25-54 | 62% |
| Own Pickup Truck | 48% |
| Own Western Wear | 67% |
| Attend 2+ Events/Year | 54% |
The Insight
The audience already travels for rodeo.
Nashville just needs to give them a world-class reason to come East.
Cultural Tailwind
The Western Lifestyle Moment
Market Growth
Western Wear Market (Global)
4.9% CAGR through 2032
Cowboy Boot CAGR
Youth Adoption Rate
Cultural Catalysts
Yellowstone Effect
15M+ weekly viewers at peak. Yellowstone, 1883, and 1923 brought ranching culture to mainstream entertainment. Western aesthetic now signifies aspiration, not rural nostalgia.
Beyoncé Cowboy Carter
#1 debut across all formats. Western culture crosses every demographic boundary. Country-western fusion is the sound of 2024-2025.
Fashion Adoption
Luxury brands (Gucci, Louis Vuitton, Dior) featuring western motifs. Urban Cowboy aesthetic trending on social media. Western wear transcends demographics.
Western culture is having its biggest moment since the 1990s.
MCR launches into a rising tide, not against it.
Growth Strategy
The 5-Year Roadmap
SOLD OUT
Proof of Concept ✓
$4.6M Revenue
3 Arena Nights
Tim, Reba, Jelly Roll
Repeat with Paid Talent
EBITDA: ($1.2M)
$5.5M Revenue
3 Arena Nights
Miranda, Charley, Jon Pardi
External Expansion
Nashville Full Festival
$9M Revenue (base)
Carnival + Gift Show + BBQ
External Footprint Launch
Two-Market Operation
Nashville + Charlotte
$17M Revenue
Charlotte Launch
Two-market diversification
Regional Scale
Stadium Opportunity
$63M Revenue
3 Markets + Stadium Option
$170-200M Exit Value
The Strategy: 2026 proves arena economics. 2027 launches Charlotte + external footprint.
Measured expansion contingent on performance milestones.
Revenue Model
2028: $17M Revenue
| Revenue Stream | Amount | % |
|---|---|---|
| Ticket Sales | $8M | 47% |
| Carnival (50% share) | $1.5M | 9% |
| External Events | $3M | 18% |
| Sponsorships | $2.5M | 15% |
| F&B + Merchandise | $1.2M | 7% |
| Media Rights + Other | $0.8M | 5% |
| Total Revenue | $17M | 100% |
Ticketed Attendance
Avg Ticket Price
EBITDA Margin
Economic Impact
Revenue Mix 2028
Diversified Revenue = Lower Risk
7 distinct revenue streams. No single source exceeds 45%. External footprint provides margin cushion.
Revenue Model
The Math Behind $17M
Ticket Revenue = Attendance × Avg Ticket Price × Sellout Rate
2025: 32,000 × $110 × 95% = $3.34M
2028: 80,000 × $125 × 92% = $9.2M (both markets)
F&B Revenue = Attendance × Per Capita Spend × Capture Rate
2025: 32,000 × $45 × 65% = $936K
2028: 80,000 × $55 × 70% = $3.08M
Sponsorship = (Founding × Tier) + (Supporting × Rate) + Activations
2025: (5 × $150K) + (10 × $50K) + $250K = $1.5M
2028: (8 × $250K) + (15 × $75K) + $500K = $3.6M
External = Carnival + Gift Show + BBQ + Broadway + Merch
Gift Show: Vendors × Booth Fee + Ticket Rev
BBQ: Teams × Entry + Spectator Tickets + Sponsorship
Revenue Build Summary (2028)
| Tickets (both markets) | $9.2M |
| Sponsorship | $3.6M |
| F&B + Merch | $3.1M |
| Carnival Rev Share | $1.5M |
| Gift Show + BBQ | $1.9M |
| Total | ~$17M |
Full Transparency: Every formula shown. Every assumption documented. No black boxes.
Financial Model
5-Year P&L with Formulas
| Line Item | 2025 | 2026 | 2027 | 2028 | 2030 | Formula |
|---|---|---|---|---|---|---|
| REVENUE | ||||||
| Tickets | $3.34M | $3.85M | $5.4M | $9.2M | $18M | Att × ATP × Fill |
| Sponsorship | $1.5M | $1.8M | $2.5M | $3.6M | $6M | Tiers × Rates |
| F&B + Merch | $0.94M | $1.1M | $1.8M | $3.1M | $5.5M | Att × PerCap |
| Carnival | - | - | $0.8M | $1.5M | $2.5M | Days × Rev × 50% |
| Gift Show | - | - | $1.2M | $2.2M | $4M | Vendors + Tickets |
| BBQ/External | - | - | $0.6M | $1.2M | $2M | Teams + Sponsors |
| Total Revenue | $4.6M | $5.5M | $9M | $17M | $35M | |
| COSTS | ||||||
| Talent | $2.2M | $2.5M | $3.5M | $5.5M | $10M | Headliners + Support |
| Production | $1.2M | $1.3M | $2.0M | $3.5M | $6M | Venue + Tech |
| Marketing | $0.8M | $1.0M | $1.5M | $2.5M | $4M | 15-18% of Rev |
| Operations | $0.6M | $0.8M | $1.2M | $2.0M | $3.5M | Staff + Logistics |
| G&A | $0.6M | $1.1M | $0.9M | $1.0M | $1.5M | Corp overhead |
| Total Costs | $5.4M | $6.7M | $8.1M | $14.5M | $27M | |
| EBITDA | ($0.8M) | ($1.2M) | $0.9M | $2.5M | $8M | Rev - Costs |
| Margin | -17% | -22% | 10% | 15% | 23% | EBITDA / Rev |
Path to Profitability: Year 1-2 investment phase → Year 3 breakeven → Year 5 scale economics.
External footprint drives margin expansion without talent cost increase.
Unit Economics
Per-Attendee Deep Dive
Revenue Per Attendee (2028)
Revenue per Attendee = Total Rev / Attendance
$17M / 80,000 = $212.50 per person
Breakdown:
Contribution Margin by Stream
| Stream | Revenue | Variable | Contrib | Margin |
|---|---|---|---|---|
| Tickets | $9.2M | $5.5M | $3.7M | 40% |
| Sponsorship | $3.6M | $0.5M | $3.1M | 86% |
| F&B/Merch | $3.1M | $1.5M | $1.6M | 52% |
| Carnival | $1.5M | $0 | $1.5M | 100% |
| External | $3.4M | $1.5M | $1.9M | 56% |
The Margin Insight
Sponsorship (86%) + Carnival (100%) are pure margin.
Growing these streams drives EBITDA faster than ticket growth.
Capital Deployment
Use of Funds Waterfall
$28-32M Allocation
Cash Flow Timeline
2026-2027 Deployment
| Q1 2026 | Investment Close | $28-32M in |
| Q2 | Artist Deposits | ($3M) |
| Q3 | Infrastructure Build | ($2M) |
| Q4 | Marketing Ramp | ($1.5M) |
| Q1 2027 | Nashville Event | Revenue In |
| Q2 | External Launch | Additional Rev |
| Q3 | Charlotte Prep | Deposits Out |
| Q4 | Charlotte Event | Revenue In |
Capital Efficiency
65% to growth, not legacy cleanup. Working capital reserve ensures 18+ months runway through profitability.
Exit Analysis
Show Your Work
Valuation Methodology
Comparable Multiples
Conservative assumption: 10-12x
Below Live Nation, in line with festival precedents
Investor Returns Math
Base Case (5-Year Hold)
Investment: $30M (midpoint)
Ownership: 40% post-money
Exit Value: $170-200M
Investor Proceeds: $68-80M
Bull Case (Stadium Execution)
EBITDA: $18M (stadium scale)
Multiple: 12x (premium asset)
Exit Value: $216M
MOIC: 2.9x
Risk Analysis
Sensitivity Scenarios
| Scenario | Attendance | ATP | External % | Revenue | EBITDA | Exit Value |
|---|---|---|---|---|---|---|
| Bear | 60K | $100 | 40% | $11M | $1.5M | $60-72M |
| Base | 80K | $115 | 65% | $17M | $2.5M | $170-200M |
| Bull | 100K | $130 | 100% | $25M | $5M | $180-250M |
Key Drivers Sensitivity
Impact of ±20-35% change in each variable
Risk Mitigation Built-In
- Diversified revenue — 7 streams, no single source >45%
- External footprint — pure margin cushion
- 2-market strategy — geographic risk diversification
- Tim McGraw exclusivity — 5-year booking advantage
- Working capital reserve — 18+ months runway
Conservative Approach
Bear case still returns capital.
Downside protected by diversification + external margin.
Financial Model
Unit Economics Deep Dive
Revenue Per Attendee (2028)
Total Revenue / Attendance = $17M / 80K
Contribution Margin by Stream
| Stream | Revenue | Variable | Margin |
|---|---|---|---|
| Tickets | $9.2M | $5.5M | 40% |
| Sponsorship | $3.6M | $0.5M | 86% |
| F&B/Merch | $3.1M | $1.5M | 52% |
| Carnival | $1.5M | $0 | 100% |
Blended Contribution Margin
Weighted Average Margin
External + Sponsorship = Margin Fuel
High-margin streams subsidize talent costs
Houston Rodeo Benchmark
| Attendance | 2.5M |
| Revenue Per Attendee | $160 |
| MCR Target | $212 |
33% premium justified by Nashville tourism spend ($659/visitor vs Houston $480)
Why This Matters: Every $1 of sponsorship = $0.86 to bottom line. Carnival revenue is pure profit. External footprint de-risks the model.
Investor Returns
Value Creation Bridge
How $30M Becomes $150M
Consolidation
Expansion
Footprint
Expansion
Expansion
Every $1 invested creates $5 of enterprise value.
Capital efficiency driven by asset-light model + high-margin external revenue
Exit Analysis
Comparable Transactions
| Transaction | Year | EV | Revenue | EV/Rev | EV/EBITDA |
|---|---|---|---|---|---|
| Live Nation / Insomniac | 2013 | $50M | $25M | 2.0x | 12x |
| AEG / Coachella (Goldenvoice) | 2001 | $100M+ | $50M | 2.0x | 10x |
| SFX / Beatport | 2013 | $50M | $18M | 2.8x | 14x |
| C3 Presents / Live Nation | 2014 | $300M | $180M | 1.7x | 10x |
| Superfly / Bonnaroo stake | 2015 | $120M | $80M | 1.5x | 8x |
| MCR Implied (2030) | 2030 | $170-200M | $63M | 2.7-3.2x | 10-12x |
Public Comparables
| Live Nation (LYV) | 14x EBITDA |
| MSG Entertainment | 12x EBITDA |
| Endeavor (EDR) | 11x EBITDA |
| MCR Assumed | 10-12x EBITDA |
Conservative: Below Live Nation, in-line with festival M&A
Why MCR Commands Premium
- Geographic monopoly — No competition in 500mi
- Tim McGraw exclusivity — Irreplaceable asset
- Multi-market platform — Not single-event risk
- High-margin external — Carnival + Gift Show
- Nashville growth — 9.2% visitor CAGR
Strategic Acquirer Interest: Live Nation, AEG, Oak View Group, PE-backed regional consolidators all active in festival M&A
Financial Model
Capital Efficiency
Return on Invested Capital
ROIC by Year 5
$8M EBITDA ÷ $30M Investment = 27%
Capital Deployment Efficiency
| Growth Capital Deployed | $18-20M |
| Incremental Revenue Generated | $30M |
| Incremental EBITDA | $9M |
| Revenue per $1 Deployed | $1.50 |
Asset-Light Model
Real Estate Owned
Equipment CapEx
Venue Rental Model
Carnival Rev Share
Why This Beats Traditional Events
$10M+ site build
Weather risk
Permit complexity
Arena rental
Climate controlled
Proven infrastructure
Owned Real Estate
Cash Runway
Exit Target
Value Multiple
Competitive Advantage
Five Layers of Defensibility
Venue Lock
Arena sellouts + external footprint position MCR for stadium opportunity. Prove the model, then negotiate from strength.
Tim McGraw Brand
Global country icon with 5-year exclusivity + equity stake. 20M+ social followers, Nashville resident, artist relationships that unlock booking. Tim performed Year 1; remains committed co-founder. Cannot be replicated by competitors.
Carnival Economics
Extended festival duration justifies world-class carnival partnership. 3-day competitors can't attract top-tier operators.
City Partnership
$325M economic impact = municipal co-investment. Nashville won't support a competitor after backing MCR.
Roll-Up Opportunity
Regional rodeos (Hondo, others) lack celebrity ownership and institutional capital. MCR is the acquirer, not the target. Tim McGraw brand + capital = platform for consolidation.
Acquisition Playbook
Hondo Rodeo: Operating in Austin/Charlotte corridor — no celebrity ownership, limited scale. At MCR's valuation, Hondo becomes a strategic acquisition target, not a competitor. Nashville market is locked. Charlotte next. Then acquire or outcompete.
2025 Unit Economics
Year 1 P&L Breakdown
2025 Revenue Breakdown
| Revenue Stream | Amount | % |
|---|---|---|
| Ticket Sales (32K × $110 ATP) | $3.52M | 76% |
| Sponsorship Revenue | $650K | 14% |
| F&B + Merchandise | $280K | 6% |
| Other (VIP, Media) | $150K | 3% |
| Total Revenue | $4.6M | 100% |
Key Unit Economics
| Average Ticket Price | $110 |
| Revenue Per Attendee (All-In) | $144 |
| Per Capita F&B Spend | $8.75 |
| Sponsor Revenue Per Attendee | $20.31 |
2025 Cost Structure
| Cost Category | Amount | % |
|---|---|---|
| Venue (Bridgestone Arena) | $1.2M | 22% |
| Production & Staging | $1.1M | 20% |
| PRCA + Rodeo Operations | $850K | 16% |
| Marketing & Advertising | $600K | 11% |
| G&A + Insurance | $450K | 8% |
| Talent (Equity Basis)* | $0 | 0% |
| Other Operating Costs | $1.2M | 22% |
| Total Costs | $5.4M | 100% |
2025 EBITDA: ($800K)
*Year 1 talent (Tim, Reba, Jelly Roll) performed for equity. At market rates (~$3-4M), Year 1 loss would be ($4-5M). Equity model proved the concept.
Financial Projections
Path to $8M EBITDA
2025
$4.6M
2026
$5.5M
2027
$9M
2028
$17M
2030
$35M
Revenue Growth Trajectory (Stadium opportunity in 2030)
| Year | Markets | Attendance | Revenue | EBITDA | Margin |
|---|---|---|---|---|---|
| 2025 | Nashville Arena | 32K | $4.6M | ($800K) | Year 1 |
| 2026 | Nashville Arena | 35K | $5.5M | ($1.2M) | Investment Year |
| 2027 | Nash + External | 50K | $9M | $900K | 10% |
| 2028 | Nash + Charlotte | 80K | $17M | $2.5M | 15% |
| 2030 | 3 Markets + Stadium | 140K+ | $35M | $8M | 23% |
Scenario Analysis (Stress-Tested)
| Scenario | 2027 Rev | 2030 EBITDA | Exit Value | MOIC |
|---|---|---|---|---|
| Bear (30%) | $17M | $12M | $96-120M | 1.5x |
| Base (50%) | $23M | $17M | $170-200M | 2.5-3x |
| Bull (20%) | $30M | $22M | $250-308M | 4-5x |
Bear: External footprint at 40% of projection. Base: External at 65%. Bull: Full execution + stadium.
Projections stress-tested against NFR Cowboy Christmas, Memphis in May BBQ, and Florida State Fair carnival data. External footprint assumptions haircut 35% from initial projections.
Beyond the Arena
7-Day City-Wide Festival
& Carnival
Transform Nashville into "Rodeo City" with seven integrated revenue streams
🎡 MCR Carnival
Pure margin • Zero CapEx • 50/50 revenue share
Base case stress-tested • Upside if outperforms →
Western Gift Show
Music City Center
350 vendors • 100K visitors
Championship BBQ
Nashville Fairgrounds
150 teams • KCBS sanctioned
Broadway "Rodeo Row"
Honky-tonk activations
15 bars • after parties
Waterfront BBQ Fest
Riverfront Park
50K+ attendance • public event
ACM Partnership
Cross-promotion + joint sponsors
Shared artist access
Celebrity Fashion Show
Western runway + Roku broadcast
Boot Barn title sponsor
External + Carnival (2028)
Avg Margin
Festival Duration
Market Validation: NFR's Cowboy Christmas (520 vendor waitlist) proves unmet demand. KCBS BBQ competitions average $2M+ regional gross. Broadway activations leverage Nashville's 17M annual visitors. Music City Center confirmed interest for 2027 show booking.
Financial Model
Monthly Cash Flow 2026-2028
2026 Monthly Cash Flow ($000s)
| Month | Jan | Feb | Mar | Apr | May | Jun | Jul-Dec | Total |
|---|---|---|---|---|---|---|---|---|
| Cash Inflows | 150 | 350 | 800 | 1,200 | 2,800 | 150 | 50 | 5,500 |
| Ticket Pre-Sales | 100 | 250 | 600 | 800 | 1,750 | — | — | 3,500 |
| Sponsor Deposits | 50 | 100 | 200 | 400 | 250 | — | — | 1,000 |
| Event Revenue (F&B, Merch) | — | — | — | — | 800 | 150 | 50 | 1,000 |
| Cash Outflows | (180) | (220) | (450) | (1,100) | (3,200) | (800) | (750) | (6,700) |
| Venue Deposit/Rent | (50) | (50) | (100) | (200) | (800) | — | — | (1,200) |
| Talent (Paid) | — | — | (200) | (500) | (800) | — | — | (1,500) |
| Production/PRCA/Ops | (50) | (100) | (100) | (300) | (1,400) | (100) | — | (2,050) |
| Marketing + G&A | (80) | (70) | (50) | (100) | (200) | (700) | (750) | (1,950) |
| Net Cash Flow | (30) | 130 | 350 | 100 | (400) | (650) | (700) | (1,200) |
| Cumulative Cash | 1,970 | 2,100 | 2,450 | 2,550 | 2,150 | 1,500 | 800 | 800 |
*Starting cash: $2M (growth capital from raise after buyouts). Event month: May. Assumes 35K attendance.
2026-2028 Year-End Cash Position
2026
$800K
2027
$1.7M
2028
$4.2M
Cash Runway Analysis
| Starting Cash (Post-Close) | $2.0M |
| 2026 Net Burn | ($1.2M) |
| 2026 Year-End Cash | $800K |
| 2027 Net Positive | +$900K |
| 2027 Year-End Cash | $1.7M |
| Months Runway (2026) | 18+ months |
Cash positive by Q2 2027. No additional capital required through 2028.
Working Capital Cycle
Ticket pre-sales begin Jan (5 months before event) → Sponsor deposits due Feb-Apr (90 days pre-event) → Event cash peak in May → Vendor settlements Jun → G&A carry Jul-Dec. The business is cash-positive during buildup, cash-negative post-event until next cycle.
Financial Model
Revenue Bridge 2025→2028
Revenue Growth Drivers ($M)
2025
Actual
+$0.9M
Ticket Growth
2026
Target
+$2.5M
External
+$1M
Carnival
2027
Base
+$6M
Charlotte
+$2M
Nash Growth
2028
Target
Revenue by Stream ($M)
| Stream | 2025 | 2026 | 2027 | 2028 |
|---|---|---|---|---|
| Tickets (Nashville) | 3.5 | 4.0 | 4.5 | 5.0 |
| Tickets (Charlotte) | — | — | — | 3.0 |
| Sponsorship | 0.65 | 1.0 | 1.5 | 2.5 |
| Carnival (50% share) | — | — | 0.75 | 1.5 |
| External Events | — | — | 1.5 | 3.0 |
| F&B + Merchandise | 0.28 | 0.35 | 0.5 | 1.2 |
| Media + Other | 0.17 | 0.15 | 0.25 | 0.8 |
| Total Revenue | 4.6 | 5.5 | 9.0 | 17.0 |
Key Growth Assumptions
| Nashville Attendance | |
| 2025 (Actual) | 32K |
| 2026 (Target) | 35K |
| 2027 (w/ External) | 50K |
| 2028 (Full Festival) | 55K |
| Charlotte Attendance | |
| 2028 (Launch) | 25K |
| Average Ticket Price | |
| 2025-2028 | $100-110 |
Financial Model
Cost Structure & Margin Expansion
Cost Structure by Year ($M)
| Cost Category | 2025 | 2026 | 2027 | 2028 |
|---|---|---|---|---|
| Variable Costs | 3.2 | 4.5 | 5.6 | 10.5 |
| Venue & Production | 2.3 | 2.5 | 2.8 | 5.5 |
| Talent (Paid) | 0* | 1.5 | 1.8 | 3.5 |
| PRCA & Rodeo Ops | 0.9 | 0.5 | 1.0 | 1.5 |
| Fixed Costs (G&A) | 2.2 | 2.2 | 2.5 | 4.0 |
| Marketing | 0.6 | 0.5 | 0.6 | 1.2 |
| Salaries & Benefits | 0.8 | 0.9 | 1.1 | 1.8 |
| Insurance & Other | 0.8 | 0.8 | 0.8 | 1.0 |
| Total Costs | 5.4 | 6.7 | 8.1 | 14.5 |
| EBITDA | (0.8) | (1.2) | 0.9 | 2.5 |
| EBITDA Margin | -17% | -22% | 10% | 15% |
*2025 talent performed for equity
Operating Leverage Analysis
Margin Expansion Drivers
- Carnival = 100% margin — $750K-1.5M pure profit
- External events = 60%+ margin — minimal incremental cost
- Sponsorship scales faster than costs — $1M→$2.5M on same attendee base
- Fixed G&A leveraged — same team runs 2 markets
- Charlotte replicates Nashville playbook — lower launch costs
Contribution Margin by Segment
| Arena (Tickets + F&B) | 35-40% |
| Sponsorship | 85-90% |
| Carnival | 100% |
| External Events | 55-65% |
| Blended (2028) | ~50% |
Path to 15% EBITDA Margin
2026: Paid talent creates margin compression → 2027: Charlotte + Carnival + External = 15% EBITDA, $2.5M profit
The Secret Sauce
Carnival Economics
Houston Rodeo Proof Point
of Revenue from Carnival
$100M+ annually in pure-margin carnival revenue. The carnival is the economic engine.
PROFIT FLOW (Stress-Tested)
Gross Revenue
$1-1.5M
50/50 Split
-$500-750K Op
MCR Net
$500-750K
100% margin • Zero cost • Upside to $1.5M+ if outperforms
Why It's Pure Margin
- Zero CapEx — Operator provides all equipment
- Zero OpEx — Operator handles staff & insurance
- 50/50 Revenue Split — Industry standard terms
- Family-friendly — Extends audience
- All-day operations — 10am to midnight
MCR Carnival Economics (Stress-Tested)
| Festival Attendance | 50,000 |
| Carnival Participation Rate | ~40% |
| Per Capita Spend | $50 |
| Gross Carnival Revenue | $1-1.5M |
| MCR Share (50%) | $500K-750K |
| MCR Costs | $0 |
| Net Profit (Base) | $500K-750K |
Stress-tested vs Florida State Fair data ($10/person rides). Upside to $1.5M+ if participation exceeds 40%.
World-Class Carnival Partner
In discussions with top-tier operators. 50/50 revenue share model. They provide all equipment, staffing, insurance. Pure margin for MCR.
Nashville's Cowboy Christmas
Western Gift Show
The Vegas Model (NFR)
| Attendance | 310,827 |
| Exhibit Space | 500K sq ft |
| Exhibitors | 375+ |
| Vendor Waitlist | 520+ (record) |
| Booth Fees | $1,500-$5,000 |
520 vendors on waitlist = massive unmet demand. Vegas can't accommodate everyone.
MCR Western Gift Show
Venue: Music City Center (350K+ sq ft exhibit)
| Booth Rentals (350 x $2.5K) | $875K |
| Admission (100K x $15) | $1.5M |
| F&B Concessions | $600K |
| Sponsorship | $800K |
| Media + Merch | $725K |
| Total (2028) | $4.5M |
Why Nashville Wins
- Southeast has NO equivalent show
- May timing (doesn't compete with Vegas Dec)
- Country Music capital = natural brand fit
Festival Experiences
BBQ • Broadway • Fashion
Championship BBQ
Nashville Fairgrounds • 3 Days
- 150 teams @ $5K = $750K
- 30K public @ $25 = $750K
- Sponsorship = $400K
- F&B/Merch = $300K
2028 Revenue
Nashville Broadway "Rodeo Row"
Honky-Tonk Highway • 5-7 Days
- 15 honky-tonks @ $15K = $225K
- After parties (Tootsie's, etc) = $400K
- Rodeo Row branding = $350K
- F&B commission = $225K
2028 Revenue
Celebrity Fashion Show
The Parthenon • 1-2 Nights
- Country artists as models
- Boot Barn title sponsor
- Roku broadcast deal
- VIP tables $5,000
2028 Revenue
Waterfront BBQ Festival
Riverfront Park • Free public event • VIP tastings $100 • 50K+ attendance
ACM Partnership
Cross-promotion • Joint sponsors • Shared artist booking • ACM Honors synergy
Expansion Strategy
Multi-Market Growth
2025 Proved It. 2026 Scales It.
Tim, Reba, Jelly Roll sold out 3 nights. Now we do it with paid talent.
Miranda Lambert
Headliner
Charley Crockett
Rising Star
Jon Pardi
Fan Favorite
- 3 Arena Nights at Bridgestone (May)
- EBITDA: ($1.2M) — Investment in paid talent
2026 Revenue
Arena-only, ($1.2M) planned investment in paid talent
2027: External Expansion
- Nashville External — Carnival, Gift Show, BBQ, Broadway
- Prove Model — Full 7-day festival footprint
- Charlotte Planning — Venue deals + sponsor pipeline
- Bank of America HQ — Corporate sponsor pipeline
2027 Revenue (Stress-Tested)
Nashville Arena + External Footprint (base case)
2027: Charlotte Launch
$17M
Two-market operation (Nashville + Charlotte)
2027 Expansion
Charlotte Market Validation
Why Charlotte?
Metro Population
+2.4%/year growth
Annual Visitors
vs Nashville's 17M
3-Hour Drive Market
Raleigh, Greenville, Columbia
People/Day Moving In
#6 fastest-growing city
Country Radio Dominance
Only U.S. market where country stations hold #1 AND #2
Country 103.7 WSOC (#1) + 96.9 The Kat (#2)
Proven Demand
| Morgan Wallen (2024) | 2 nights SOLD OUT |
| Luke Combs (2023) | 2 nights SOLD OUT |
| Concert for Carolina | 82,000 attendees |
| Carolina Country Fest | 50K/day (sold out) |
Corporate Sponsor Pipeline
7 Fortune 500 HQs • Lowe's spent $300M+ on NASCAR • Truist: $200M PGA deal
Venue: Spectrum Center
20,200 capacity (comparable to Bridgestone)
Bank of America Stadium backup: 75,000
Existing Rodeo Infrastructure: Carolina Cowboys PBR team (Greensboro) • Rodeo Carolina ($400K purse - richest east of Mississippi) • Boot Barn + Cavender's retail presence
The Investment
GROWTH CAPITAL
Conservative raise to restructure ownership and fund measured Nashville expansion
Cap Table & Governance (~$10-12M)
| Partner Buyout | $6-8M |
| Investor Buyouts | $4-5M |
Clean cap table, aligned governance
Operations & Growth (~$18-20M)
| 2026-27 Artist Deposits & Production | $8-10M |
| Infrastructure & Key Hires | $4-5M |
| External Opportunities Launch | $3-4M |
| Charlotte Market Entry | $3-4M |
12+ month runway for full expansion
What You Get
35-40% equity
Board seat
Pro-rata rights
What We Deliver
Clean governance
Nashville expansion
Charlotte pipeline
Exit Path
2030 target @ 10-12x EBITDA
$170-200M value (base)
Strategic or PE exit
Growth Strategy: $28-32M funds full 3-year expansion plan. Nashville Year 1 validates model before Charlotte Year 2 deployment.
Valuation Justification
Comparable Transactions
| Transaction | Year | Buyer | Deal Value | EV/EBITDA | Notes |
|---|---|---|---|---|---|
| Superstruct Entertainment | 2024 | KKR | $1.39B | 10.8x | Europe's 2nd largest festival promoter; 85+ festivals |
| OCESA (Mexico) | 2021 | Live Nation | $444M | 10-12x | 3rd largest global promoter; 3,100+ events |
| Informa - Tarsus | 2023 | Informa PLC | $940M | 9.9x | Largest post-pandemic B2B events acquisition |
| C3 Presents (Lolla/ACL) | 2014 | Live Nation | $250M | 8-10x | Lollapalooza, Austin City Limits festivals |
| Clarion Events | 2017→25 | Blackstone | $810M→$2.5B | 8x→15x | 125 global events; targeting 2025 exit |
| Teton Ridge (Cowboy Channel) | 2024 | TWG Global | Undiscl. | — | Largest PRCA rights holder; 600+ rodeos |
Industry Multiple Benchmarks
| Premium Festivals/Events | 9-15x EBITDA |
| Regional Promoters | 6-10x EBITDA |
| Live Nation (Public) | 17-20x EBITDA |
| MCR Target Exit | 6-8x EBITDA |
Why 6-8x Is Conservative
- Below KKR's 10.8x for Superstruct (2024)
- Below Informa's 9.9x for Tarsus (2023)
- Consistent with regional promoter comps
- Deep discount to Live Nation's 17-20x
- Tim McGraw brand = premium asset
Likely Acquirers
Live Nation — Largest live events operator, active regional acquirer
AEG / Anschutz — Second-largest; venue + festival portfolio focus
Teton Ridge / TWG — Building western sports empire; PRCA alignment
PE Consolidators — KKR, Providence active in live events space
Investor Returns
Significant Upside Potential
Base Case Math: $30M investment → $17M EBITDA (2030) × 10-12x multiple = $170-200M enterprise value. At 40% ownership = $68-80M investor value = 2.5-3x MOIC base case. Bull case with stadium: 4-5x.
Upside Opportunities (Not in Base)
- Additional Markets: Atlanta, Austin, Dallas expansion
- International: Canada, Australia rodeo markets
- Nashville Music Hub: Entertainment-hosted events
- State/City Incentives: Tourism development grants
- Charitable Mission: Vanderbilt Children's partnership
Downside Protection
- Nashville alone viable at $8-10M revenue
- Carnival economics = pure margin buffer
- Tim McGraw exclusivity = defensible moat
- Southeast tourism fundamentals strong
- Stadium is upside, not required
The Team
Leadership & Operations
Tim McGraw
• 17× Platinum albums, 3× Grammy winner
• 30+ years performing at rodeos nationwide
• 20M+ social followers across platforms
• 5-year exclusivity + equity stake
Scott Siman
• 30+ years artist management (Tim McGraw)
• Former Sony Music Nashville executive
• Built McGraw brand into $100M+ enterprise
• Institutional credibility & execution
Kelly Clague
• 30 years shaping McGraw brand
• Grammy & Clio Award-winning campaigns
• SafeTour founder (touring safety)
• Creative vision & brand leadership
Brian Kaplan
• Nearly 30 years in entertainment
• Co-founded Down Home (2023) & MCR (2025)
• Former Sony/UMG digital executive
• Strategy & growth architect
Al Hagaman
• 40+ years Nashville entertainment finance
• O'Neil Hagaman founding partner
• Billboard Top Business Manager
• Investor relations & compliance
EM.co
Production Partner
McGraw touring infrastructure
100+ major venue deployments
PRCA
Sanctioning Partner
520+ pro cowboys committed
Championship-level rodeo sanction
Key Hires Planned (2026-2027)
• VP Sponsorships — dedicated sponsor development
• Controller — day-to-day accounting, audit prep
• External Events Director — carnival, gift show ops
Advisory & Partners
• Reba McEntire — Founding Partner, NFR performer
• Nashville CVB — Tourism partnership
• Bridgestone Arena — Multi-year venue partner
Year 2 Economics
2026: The Talent Investment Year
Year 1 vs Year 2 Comparison
| Metric | 2025 (Actual) | 2026 (Target) |
|---|---|---|
| Revenue | $4.6M | $5.5M |
| Talent Cost | $0 (equity) | $1.5M |
| Arena Nights | 3 | 3 |
| Attendance | 32K | 35K |
| EBITDA | ($800K) | ($1.2M) |
The Challenge
Year 1 talent (Reba, Jelly Roll, Tim) performed as founding partners — equity, not cash.
Year 2 headliners are paid at market rates (~$1.5M):
Miranda
Charley
Jon Pardi
2026 Economics Reality Check
| 2025 EBITDA | ($800K) |
| + Revenue Growth | +$900K |
| + Operational Savings | +$200K |
| - Paid Talent Costs | ($1.5M) |
| 2026 EBITDA Gap | ($1.2M) |
The Honest Truth
2026 will likely run a deficit of ~$1M-1.2M. This is expected and budgeted in our raise. The goal is proving the model with paid talent, not profitability.
2026 Success Criteria
✓ Sell out 3 nights with paid headliners
✓ Prove economics scale with paid talent
✓ Nashville external footprint LOIs signed
✓ Charlotte venue deal closed
Governance
Cap Table & Structure
Current Structure
| Down Home | 35% |
| Minority Partner | 32.5% |
| Investor Conglomerate | 32.5% |
Fragmented ownership with blocking rights. Requires consolidation.
Post-Restructure / Investment
| Down Home | ~50-55% |
| New Growth Investor(s) | ~35-40% |
| Strategic / ESOP Reserve | ~10% |
Clean cap table. Down Home retains control + operational leadership.
Use of Funds — $28-32M Investment
| Cap Table Cleanup | $10-12M |
| Partner Buyout | ~$6-8M |
| Investor Buyouts | ~$4-5M |
| Growth Capital | $18-20M |
| Artist Deposits & Production | ~$8-10M |
| Infrastructure & Charlotte | ~$8-10M |
Provides 18-24 month runway for full Nashville + Charlotte expansion.
✓ Down Home majority control
✓ No legacy blocking rights
✓ Standard investor protections
✓ Board observer/seat
✓ Pro-rata rights
✓ Major transaction approval
Full cap table, Operating Agreement, and data room available upon execution of NDA.
Risk Assessment
Key Risks & Mitigations
Key-Man Risk (Tim McGraw)
Risk: MCR's value is tied to Tim McGraw. Departure, illness, or reduced involvement impairs franchise value.
Mitigations:
- 5-year exclusivity agreement with equity vesting
- Key-man life insurance policy: $10M coverage
- Multi-artist model (Reba, Jelly Roll) builds brand beyond Tim
- PRCA rodeo is core anchor (survives artist changes)
Venue Dependency Risk
Risk: Bridgestone Arena rate increases or non-renewal could impact economics or viability.
Mitigations:
- Multi-year relationship established; working toward long-term deal
- Alternative: Nashville Municipal Auditorium (10K capacity)
- 2027+ Nissan Stadium option (60K) provides upgrade path
- MCR sellouts = leverage for favorable terms
Weather / Force Majeure
Risk: May is tornado season in Nashville. Event cancellation = significant losses.
Mitigations:
- Event cancellation insurance: $5M coverage
- Indoor arena = weather-independent core event
- External footprint has rain dates built into schedule
- Nashville May weather: 80°F avg, 10% severe weather days
Liquidity / Cash Flow Risk
Risk: Pre-profit company with 50-60% of raise going to buyouts. 2026 expected deficit.
Mitigations:
- $1M+ working capital reserve in raise structure
- Ticket pre-sales provide Q1 cash (advance booking)
- Sponsor deposits due 90 days pre-event
- External footprint modular: scale back if cash tight
Additional Risk Factors
| Regulatory: | Alcohol licensing, PRCA permits, city permits — all renewable annually |
| Concentration: | Tim McGraw = ~30-50% of brand value; building diversification |
| Competition: | Hondo (Austin) different market; Live Nation unlikely to enter (capital intensive) |
| Charlotte Unvalidated: | No market validation yet; contingent on 2027 success before deposit |
| Carnival Partner: | "In discussions" not contracted; backup operators identified |
Sensitivity Analysis
| Variable | Impact on 2028 EBITDA |
|---|---|
| Attendance -20% | ($1.6M) |
| Ticket Price -10% | ($800K) |
| Sponsor Revenue -30% | ($750K) |
| Carnival No-Show | ($750K) |
| Charlotte Delayed 1yr | ($1.2M) |
Downside Floor
If everything except arena fails: Nashville arena-only at $6-8M revenue = breakeven operation. Investor downside protected by Tim McGraw brand value and venue relationships. Asset sale to Teton Ridge or Live Nation provides floor valuation.
Due Diligence
Data Room Contents
Financials
- 2025 P&L (unaudited, line-item detail)
- 2025 Balance Sheet
- Bank statements (12 months)
- 2026-2028 Financial Model (monthly)
- Use of Proceeds waterfall
- Sensitivity analysis model
Legal & Governance
- Operating Agreement (current)
- Proposed Operating Agreement (post-close)
- Cap table (fully diluted)
- Tim McGraw exclusivity agreement
- PRCA sanction agreement
- Trademark registrations
Contracts
- Bridgestone Arena agreement
- Sponsor contracts (Ford, Boot Barn, etc.)
- Carnival partner LOI (in progress)
- Talent booking agreements (2026)
- Insurance policies
- Key vendor agreements
Market Validation
- Ticketmaster 2025 sales report
- Nashville CVB economic impact letter
- PRCA attendance verification
- Post-event survey results (NPS)
- Media coverage compilation
- Sponsor feedback / renewals
Operations
- Event production playbook
- Org chart + team bios
- Key hire plan (2026-2027)
- External footprint business plans
- Charlotte market analysis
- Technology / ticketing stack
Third-Party Reports
- Independent valuation (409A)
- Industry comparables analysis
- Houston Rodeo case study
- Nashville tourism market research
- Competitive landscape analysis
- Tax returns (2024, 2025)
Data Room Access
Full data room available upon execution of NDA. Virtual data room powered by Dropbox.
Contact: Scott Siman — Scott@em.co | Brian Kaplan — Brian@em.co
Documents marked "in progress" will be completed prior to term sheet execution.
MUSIC CITY
RODEO
Nashville 2025 → Charlotte 2027 → Scale 2028
Down Home Ventures | Music City Rodeo
January 2026 | Nashville, Tennessee
FORWARD-LOOKING STATEMENTS: This presentation contains forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical fact are forward-looking statements, including projections of revenue, EBITDA, exit values, and market expansion. These projections are based on management's current expectations and assumptions about future events, which are inherently uncertain. Actual results may differ materially from those projected due to factors including market conditions, economic environment, regulatory changes, competition, and execution risks. Past performance of comparable events is not indicative of future results.
CONFIDENTIAL — FOR ACCREDITED INVESTORS ONLY: This presentation is confidential and intended solely for accredited investors as defined under Rule 501 of Regulation D of the Securities Act of 1933. This is not an offer to sell or solicitation of an offer to buy securities. Any investment involves significant risk of loss including the potential loss of entire principal.