Ford Amphitheater land
Ground-leased land under 8,000-cap amphitheater property in Colorado Springs, CO — sponsor not disclosed
Sponsor Venu Holding (NYSE:VENU); land under Ford Amphitheater, ground rent to tenant; min $100k; $7.7M/$53M sold
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These links support the public record as a whole; individual details may come from different sources.
- SEC — Venu Holding Corporation Form 8-K ↗
- SEC — Ground Lease Agreement exhibit, Venu Holding Corporation ↗
- SEC — Venu Holding Corporation Form 10-Q ↗
- SEC — Ground Lease Agreement exhibit, Venu Holding Corporation ↗
- SEC — Notes CS I, DST Form D ↗
- SEC — Notes CS I, DST Form D/A ↗
- sec.gov ↗
- fordamphitheater.live ↗
- sec.gov ↗
What is this, in one paragraph?
Notes CS I, DST is a Delaware statutory trust — the passive title-holding vehicle 1031 investors buy into — that held the land beneath Colorado Springs' Ford Amphitheater, not the venue itself.1 Venu Holding Corporation's Form 8-K reports the Trust sold that land to O'Neil Roth Ford, LLC for $49,700,000 on June 5, 2026.1 Nothing filed under the Trust's own CIK reflects that sale.
Minimum investment
$100k
Offering size
$53.0M
How much has sold
15.0%
Financing
Leveraged. This offering reports mortgage debt on the property.
Sponsor-reported, from SEC filings and cited sources.
On a 45-day clock? Find day 45 and day 180 from the sale date, then come back to this record.
What exactly is the property?
The Trust's asset was the ground beneath Ford Amphitheater — the open-air Colorado Springs venue Venu Holding Corporation developed and operates — and not the building standing on it.1 Venu's Notes CS I Holdings, LLC conveyed the parcel to the Trust in exchange for 100% of the Trust's beneficial interests.3 Venu's Form 8-K reports the Trust sold that land on June 5, 2026 to O'Neil Roth Ford, LLC, improvements excluded.1
- Property address
- 95 Spectrum Loop, Colorado Springs, CO
- Property size
- 9.41 acres
Who is the tenant, and what's the lease?
Before the sale, the land was ground-leased to Sunset Amphitheater, LLC under a 25-year triple-net lease dated August 21, 2024 — the tenant, not the landowner, carries taxes, insurance and upkeep — guaranteed by Notes Live, Inc.2 After the June 2026 sale, the buyer became landlord under a replacement 25-year ground lease with the same tenant.4
How are sales going?
These are the sponsor’s own numbers. They can lag what has actually sold, and they do not confirm that interests are still available.
15.0% reported sold
- Amount sold
- $7,701,346
- Reported unsold
- $45,298,654
- Investors reported
- 18
- Total offering
- $53,000,000
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How is it financed, and what does it pay?
The primary filings reviewed disclose no trust-level debt balance. Venu's Form 8-K reports the June 2026 buyer paid $29,820,000 in cash at closing and issued a $19,880,000 promissory note secured by a purchase-money deed of trust on the land — money owed to the Trust rather than borrowed by it.1
- Financing
- Leveraged. This offering reports mortgage debt on the property.
Who's behind it?
The original September 2024 Form D named Notes Live Real Estate LLC as sponsor of the offering.5 Control of the Trust runs to Venu Holding Corporation (NYSE: VENU), the Colorado Springs live-entertainment developer behind Ford Amphitheater; its wholly owned Notes CS I ST, LLC is signatory trustee with sole authority to manage the Trust and to sell its property.3 Venu's Form 8-K discloses that the June 2026 buyer is co-owned and co-managed by a Venu shareholder and Venu's chief executive and chairman.1
- Sponsor
- Sponsor not disclosedThe filing does not identify a sponsor we can confirm.
- May convert to a REIT
- No
Reported by the sponsor. Top1031 does not independently audit sponsor-reported figures.
What does the paperwork say?
The Trust's own paperwork is thin: a Form D — the brief notice an issuer files for a private placement — later amended to update reported progress.6 Nothing filed under the Trust's CIK reflects the June 5, 2026 land sale that Venu disclosed in its Form 8-K.1
- First Form D filedThe public offering record begins.
- Latest Form D filedThe most recent sponsor-filed checkpoint in this record.
- Legal Trust name
- Notes CS I, DST
- Filings on record
- 2
- How it may be offered
- Rule 506(c)May be advertised publicly. Every buyer’s accredited status must be verified.
- Source filing
- Read the filings on SEC EDGAR
A Form D is the notice a sponsor files when it starts raising money. A Form D filing does not mean the SEC approved, endorsed, or verified the offering.
DST interests are illiquid private securities. You may lose some or all of your investment. Distributions, tax treatment, and exit timing are not guaranteed. Review the current Private Placement Memorandum before investing.
Common questions
Is Ford Amphitheater land still raising money?
The sponsor’s SEC filings show the offering raising money within the past 15 months. A filing does not by itself confirm you can still buy in.
Where does Top1031 get the data for Ford Amphitheater land?
Top1031 builds this record from the sponsor’s own SEC filings and cited sponsor disclosures. Filings can lag what is happening now. A Form D filing does not mean the SEC approved, endorsed, or verified the offering.
What did this Trust actually own?
Legal title to the ground beneath Ford Amphitheater in Colorado Springs — not the amphitheater itself, which was held and built by a separate Venu entity. Top1031's record lists the parcel at 9.41 acres, while Venu Holding Corporation's Form 8-K reporting the June 5, 2026 sale describes approximately 9.5 acres. Both figures come from issuer sources and Top1031 does not reconcile them.
Who bought the land, and on what terms?
Venu Holding Corporation's Form 8-K states that on June 5, 2026 Notes CS I, DST sold the Colorado Springs land underlying Ford Amphitheater to O'Neil Roth Ford, LLC for $49,700,000, and that the sale did not include the amphitheater improvements. Per that filing, the price was paid as $29,820,000 in cash at closing plus a $19,880,000 promissory note secured by a purchase-money deed of trust; the filing states the note carries 4.87% annual interest with annual interest-only payments beginning June 1, 2027 and a stated maturity of June 1, 2046. The same filing discloses that the buyer is co-owned and co-managed by a Venu shareholder and Venu's chief executive and chairman — a related-party transaction.
Who occupies the site now, and where does the ground rent go?
Ford Amphitheater continues to operate. Under a ground lease dated June 4, 2026 filed with the SEC, O'Neil Roth Ford, LLC is landlord and Sunset Amphitheater, LLC is tenant for a 25-year term with five successive 10-year renewal options, at annual base rent of $4,224,500 with 10% increases every five years on triple-net terms. That rent is payable to the new landowner, not to the Trust. The Monument Independent reported on September 6, 2026 that the $49.7 million sale-leaseback raised annual ground rent to $4,224,500, and SoCo Insider reported on August 29, 2026 that the venue is operated with AEG Presents Rocky Mountains.
Is the offering still open, and what would a subscription represent?
The newest filing on record for the Trust is a Form D amendment dated December 18, 2025, which predates the June 5, 2026 land sale reported by Venu Holding Corporation; no later Trust-level filing addresses that sale. The Form D reports a $100,000 minimum investment and an offering under Rule 506(c), the private-placement exemption that permits general advertising provided the issuer verifies every buyer is an accredited investor — someone meeting the SEC's income or net-worth tests. Confirm current availability, and what an interest represents after the sale, with the issuer and against the Private Placement Memorandum, the disclosure document governing the offering.
Is there litigation involving the Trust?
The Monument Independent reported on September 6, 2026 that Ford Amphitheater is named in litigation captioned Bailey v. Notes CS I, DST. The same publication reported on August 18, 2026 an analysis of 62 concerts and 737 complaint reports finding that wind direction and an act's low-frequency content affect how much sound reaches neighborhoods north of the venue, averaging 18.5 complaints when wind blew toward them versus 2.9 when it blew away. Allegations and complaint counts are not findings of liability.
What is a DST, and why did land-only ownership matter here?
A Delaware statutory trust holds title to real estate and issues beneficial interests the IRS can treat as direct property ownership, which is what makes them usable as replacement property in a 1031 exchange. Investors are passive: Venu's quarterly report states the Trust holds legal title while its signatory trustee has sole authority over the Trust's affairs, and that beneficial-interest holders have no voting rights and no legal title to the property, receiving pro rata distributions of base rent paid by the ground tenant. Because the Trust held the dirt rather than the venue, investor economics ran off ground rent, not concert operations. The Trust's record shows no provision to convert into REIT shares through a 721/UPREIT exit, the structure some sponsors use to roll investors into an operating partnership.
Chapter 9Sammy Hagar Brings His Hit Best of All Worlds Tour to Ford AmphitheaterVENU announced that Sammy Hagar's 'Best of All Worlds Tour' is scheduled to perform at Ford Amphitheater in Colorado Springs, providing property-level coverage of the Notes CS I, DST's underlying asset. VENU Announces Dwight Yoakam, The Commodores & The Spinners, Lynyrd Skynyrd with 38 Special, and Lauren Daigle at Ford AmphitheaterVENU added four new concerts to the 2026 season lineup at Ford Amphitheater in Colorado Springs — the venue whose underlying land is owned by Notes CS I, DST. VENU hosts Special Event for Ford Amphitheater Investors Featuring Dierks BentleyVENU hosted a special investor event at Ford Amphitheater on July 2nd featuring Dierks Bentley, with the Notes CS I, DST's underlying land being the venue's location. VENU Reports Strong Quarter of Triple Net Ownership Sales, Capped by $11.3 Million Sale at Ford AmphitheaterVENU reported record June gross ownership sales of approximately $11.3 million, lifting the quarter to $29.8M and cumulative program sales past $278M, with Ford Amphitheater cited as a top-selling property in the ownership/DST program. VENU's Ford Amphitheater Reports Exceptional Premium Seating Performance Across Back-to-Back ShowsVenu Holding press release detailing near-sellout premium seating results for back-to-back shows at the Ford Amphitheater (the asset ground-leased from Notes CS I, DST) featuring Alex Warren and Yo-Yo Ma. VENU Closes $49.7 Million Ford Amphitheater Sale-Leaseback to Fund Expansioncitybiz local business journal reports Venu Holding closed a $49.7 million Ford Amphitheater sale-leaseback to fund expansion, the land held by Notes CS I, DST. Land Under Ford Amphitheater Sold, Then Leased by VENU® As Part of Company's Expansion FinancingLocal coverage of Venu Holding's $49.7 million sale-leaseback of the land beneath Ford Amphitheater in Colorado Springs as part of a $200 million expansion financing program tied to the Notes CS I, DST structure. VENU Announces First Wave of 2026 Shows at Ford Amphitheater Featuring Yo-Yo Ma, O.A.R., Alison Krauss & Union Station, and Brantley GilbertVenu Holding's first 2026 concert-lineup announcement for the Ford Amphitheater in Colorado Springs, whose underlying land is held by Notes CS I, DST as ground lessor.