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
Show sources (10)Hide sources (10)
These links support the public record as a whole; individual details may come from different sources.
- SEC — Venu Holding Corporation Form 10-K ↗
- SEC — Venu Holding Corporation Form 8-K ↗
- SEC — Venu Holding Corporation Form 10-Q ↗
- SEC — Ground Lease Agreement exhibit, Venu Holding Corporation ↗
- SEC — Ground Lease Agreement exhibit, Venu Holding Corporation ↗
- SEC — Venu Holding Corporation Prospectus Supplement ↗
- SEC — Notes CS I, DST Form D ↗
- 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 ground beneath Ford Amphitheater in Colorado Springs, 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, 2026.2 No filing under the Trust's own CIK reflects the sale.
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 under Ford Amphitheater, the Colorado Springs venue that opened in August 2024 and took the Ford name under a naming-rights agreement.3 Notes Live Real Estate LLC conveyed the parcel through Notes CS I Holdings, LLC to the Trust on August 22, 2024 in exchange for 100% of the Trust's beneficial interests.1 Venu's Form 8-K reports the Trust sold the land on June 5, 2026 to O'Neil Roth Ford, LLC, improvements excluded.2
- 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, the venue's operator, under a lease effective August 21, 2024 and guaranteed by Notes Live, Inc.4 A replacement lease effective June 4, 2026 runs 25 years on triple-net terms — the tenant, not the landowner, pays taxes, insurance and upkeep — with the buyer as landlord.5
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.
- Amount sold
- $7,701,346
- Reported unsold
- $45,298,654
- Investors reported
- 18
- Total offering
- $53,000,000
How is it financed, and what does it pay?
The filings reviewed disclose no trust-level debt balance. Venu's prospectus supplement reports the 2026 buyer funded $29,820,000 of the price with cash from an acquisition loan and issued a $19,880,000 promissory note to the Trust — money owed to the Trust rather than borrowed by it.6
- Financing
- Leveraged. This offering reports mortgage debt on the property.
Who's behind it?
The Trust's Form D names Notes Live Real Estate LLC as sponsor and Notes CS I ST, LLC as its trustee.7 Both sit under Venu Holding Corporation (NYSE: VENU), the Colorado Springs live-entertainment developer behind Ford Amphitheater; Venu's quarterly report dated August 13, 2026 describes the Trust as a wholly owned Venu subsidiary.3 In its second-quarter 2026 results, released August 13, 2026, Venu announced it had closed the $49.7 million sale-leaseback of the amphitheater land.
- 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 short notice an issuer files for a private placement — later amended to update reported progress. Nothing filed under the Trust's CIK addresses the June 5, 2026 land sale that Venu disclosed to the SEC.2
- 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 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.
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 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.
Who occupies the site now, and where does the ground rent go?
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.
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. 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.
Is there litigation involving the Trust?
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.
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; 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.