Ford Amphitheater land

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.

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.

Legal title to the ground beneath Ford Amphitheater in Colorado Springs — not the amphitheater itself, which was built and held 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.

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 covered only the ground — not the amphitheater improvements or its operations. Venu's prospectus supplement filed in connection with that transaction reports the consideration as $29,820,000 in cash funded from the buyer's acquisition loan plus a $19,880,000 promissory note issued by the buyer to the Trust. The Form 8-K also states the buyer's acquisition loan was secured by a separate parking parcel of roughly 5.5 acres serving the amphitheater, which was not part of the Trust's property.

Ford Amphitheater continues to operate. Under a ground lease effective June 4, 2026 filed with the SEC, O'Neil Roth Ford, LLC is landlord and Sunset Amphitheater, LLC is tenant for a 25-year initial term on expressly triple-net terms, permitting operation of an amphitheater and entertainment complex. 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 operates with AEG Presents Rocky Mountains.

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. What a beneficial interest represents after the sale is not something the Trust's filings answer; confirm current availability and terms with the issuer and against the Private Placement Memorandum, the disclosure document governing the offering.

The Monument Independent reported on September 6, 2026 a case captioned Bailey v. Notes CS I, DST in El Paso County District Court. Top1031's research did not locate the underlying court record, so this remains an unverified secondary report rather than an established fact, and allegations are not findings of liability. Separately, 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.

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; the trustee, here Notes CS I ST, LLC per the Form D, governs the trust. Because this Trust held the dirt rather than the venue, investor economics ran off ground rent paid by the amphitheater tenant, 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.