Title
Consider/Discuss/Act on a Resolution Authorizing the City Manager, MEDC President, and MCDC President to Execute an Amended and Restated Chapter 380, Grant, and Development Agreement by and among City of McKinney, Texas, McKinney Economic Development Corporation, McKinney Community Development Corporation, and VENU Holding Corporation, successor-by-name-change to Notes Live, Inc. (“VENU”) and a related Consent, Recognition, Subordination, Nondisturbance, and Development Agreement Protection Agreement
Summary
COUNCIL GOAL: Enhance the Quality of Life in McKinney
(5A: Create Affordable Recreational and Cultural Arts Activities For
All Ages Throughout the City)
MEETING DATE: October 5, 2026
DEPARTMENT: City Manager’s Office
Legal Department
McKinney Economic Development Corporation (MEDC)
McKinney Community Development Corporation (MCDC)
CONTACT: Paul Grimes, City Manager
Mark Houser, City Attorney
Michael A. Kowski, Jr., MEDC President & CEO
Cindy Schneible, MCDC President
RECOMMENDED CITY COUNCIL ACTION:
Approval of a Resolution Authorizing the City Manager, MEDC President, and MCDC President to Execute an Amended and Restated Chapter 380, Grant, and Development Agreement and a Consent, Recognition, Subordination, Nondisturbance, and Development Agreement Protection Agreement.
ITEM SUMMARY:
• On April 16, 2024, the City of McKinney approved a Chapter 380, grant, and Development Agreement with Notes Live, Inc. (the “Agreement”), for the development of a 20,000-seat open-air amphitheater located on 46 acres at the northeast corner of U.S. 75 and S.H. 121. On October 15, 2024, the City of McKinney approved a First Amendment to the Agreement. On December 3, 2024, the City of McKinney approved a Second Amendment to the Agreement. On October 6, 2025, the City of McKinney approved a Third Amendment to the Agreement. On January 6, 2026, the City of McKinney approved a Fourth Amendment to the Agreement. The MEDC and MCDC each approved the same prior amendments to the Agreement. This item will consider an Amended and Restated Chapter 380, Grant, and Development Agreement combining all of the prior amendments into one, complete and updated amendment (the “ARDA”) as well as add some new provisions regarding a Sale-Leaseback transaction with STORE Capital, including the related approval of a Consent, Recognition, Subordination, Nondisturbance, and Development Agreement Protection Agreement that defines the rights and obligations of the three (3) primary parties: City Parties (City/MEDC/MCDC), VENU, and STORE Capital. The primary business terms contained in the ARDA are as follows: i) the City Parties’ grant of consent to the transfer of the horizontal, ground component of the land to STORE Capital, ii) a retained right in all vertical improvements, both structured parking and amphitheater, iii) a reduction from 80% to 50% of the reimbursement of sales tax on Construction Materials by the City to VENU, iv) a new $3MM cap on the amount of ad valorem taxes and sales/use taxes that can be reimbursed to VENU in Years 12-16 of the Agreement, v) a limitation on any contest by VENU of the property tax valuation, vi) the cessation of reimbursed interest on the down payment held by the MEDC, vii) the creation of a construction escrow account to manage project completion payables, and viii) modifications to the City Parties’ liens, security interests and rights to assignment of the VENU ground lease. The Recognition Agreement defines the priority of rights/obligations between the parties, including remedies in the event of default, and the continuation of the ARDA as a covenant that runs with the land and has priority over the rights of STORE Capital.
BACKGROUND INFORMATION:
• On March 12, 2024, the City of McKinney and Notes Live, Inc., announced that preliminary terms were reached to deliver a 20,000-seat open-air amphitheater.
• On April 16, 2024, the City of McKinney approved a Chapter 380, Grant, and Development Agreement with VENU.
• The Project is located on 46 acres at the northeast corner of U.S. 75 and S.H. 121.
• The Project - called Sunset at McKinney amphitheater - represents an investment of over $300 million by VENU.
• The Project is estimated to bring over 1,300 direct and indirect jobs to the community and an economic impact of roughly $3 billion to the area over the first ten (10) years.
• The Project is a joint effort by the city, the MEDC and the MCDC.
• The Sunset at McKinney amphitheater will serve as the flagship music venue for VENU and represents the largest venue among its locations.
• The amphitheater will include luxury fire pit suites, a reserved seating area, and a landscaped grass berm, all under an iconic roof structure.
• VENU anticipates the project will open for the 2027 touring season.
• A First Amendment to the Agreement (the “First Amendment”) was approved on October 15, 2024 to modify the i) purchase terms for the land and the correlative incentives for the timely completion of the Project, ii) the eligible Operators of the Project and the obligations of said Operator(s), iii) changes to certain aspects of the design of the Project, iv) the use of eminent domain for public infrastructure benefitting the Project, and v) conditions of any assignment of the Agreement.
• A Second Amendment to the Agreement (the “Second Amendment”) was approved on December 3, 2024 to modify the terms related to the i) eligible Operators of the Project which include a wholly-owned subsidiary of VENU and the obligations of such Operator, ii) the City Parties’ default remedies incident to actions by a wholly-owned subsidiary of VENU acting as Operator, and iii) the date by which VENU must contract with an Operator.
• A Third Amendment to the Agreement (the “Third Amendment”) was approved on October 6, 2025 to modify the terms related to the i) reduction of the minimum requirements for parking spaces (from 5,100 to 5,000), ii) the insertion of a new Exhibit D (Financing Plan and Complex Budget), and iii) modifications to the eminent domain provisions.
A Fourth Amendment to the Agreement (the “Fourth Amendment”) was approved on January 6, 2026 to modify the terms related to the i) respective responsibilities for the maintenance of signage in the rights-of-way, ii) the Owner’s required deliverables and the related timeline for initiating eminent domain proceedings, if needed, iii) modifications to the process for assignment of rights to third parties, including the Operator, iv) clarification on certain remedies in the event of Default, and v) inclusion of a new Exhibit E (Project Construction Schedule).
FINANCIAL SUMMARY:
• The amended financial-related terms of the Agreement are contained in the ARDA and Recognition Agreement.
BOARD OR COMMISSION RECOMMENDATION:
• The MEDC and MCDC will consider these same items in the Joint Meeting to be held concurrently with the City Council on October 5, 2026.
ATTACHMENTS:
• Resolution