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CONFIDENTIAL - EXECUTIVE DEAL MEMO
Nashville's First Immersive Outlaw Country Experience
$6.5M Equity Round • $14.5M Post-Money Valuation
February 2026 • Brian Kaplan • Tim McGraw • Scott Siman
The Lost Highway is Nashville's only outlaw country bar, open 7 nights a week at 209 Printers Alley. Inside it, The Last Ballad runs Wednesday through Sunday - a 2.5-hour immersive ghost show where 40 guests enter what they think is a bar, then discover they're inside a haunted story about Hank Williams' unfinished song. The bar IS the set. You don't know you're in a show until it's too late.
Nashville attracts 16.9 million visitors spending $11.2 billion annually. It is the #1 bachelorette destination in America (13,000+ trips/year). There are zero immersive entertainment venues in the city. Sleep No More closed January 2025 after 14 years and $36M/yr peak revenue. The throne is empty. This is a six-story haunted building with a speakeasy hidden in the Prohibition tunnels, overnight suites where the show doesn't end, and a bar where the singer changes lyrics mid-song and a dead man sits in the same seat every night. This is the only concept purpose-built to claim it.
| Pre-Money Valuation | $8,000,000 |
| Investor Ownership | 45% |
| Preferred Return | 10% annual, cumulative simple (non-compounding) |
| Liquidation Preference | 1x |
| Pro-Rata Rights | Yes |
| Board Seat | Board Seat |
| Profit Split | 55% founders / 45% investors |
| Reporting | Quarterly financials |
| Entity | LLC (Tennessee) |
Milestone Funding: $3.5M at close, $3.0M released upon: (a) signed lease, (b) operations partner hired, (c) at least one estate license in binding LOI.
| Category | Amount | % of Raise |
|---|---|---|
| Build-Out & Construction | $2,800,000 | 43% |
| Technology & Immersive Systems | $1,200,000 | 18% |
| Working Capital | $1,000,000 | 15% |
| Contingency | $600,000 | 9% |
| Equipment & FF&E | $400,000 | 6% |
| Marketing & Launch | $500,000 | 8% |
| Total | $6,500,000 | 100% |
| Item | Annual Cost |
|---|---|
| Insurance (Liquor, GL, Umbrella, Immersive) | $165,000 |
| Estate Licensing | $100,000/year |
| CC Processing (2.5%) | $191,000 |
| Property Tax (NNN pass-through) | $65,000 |
| Year 1 (Partial) | Year 2 | Year 3 | Year 5 | |
|---|---|---|---|---|
| Revenue | $3.0M | $7.6M | $9.2M | $11.5M |
| EBITDA | ($200K) | $865K | $1.8M | $3.2M |
| EBITDA Margin | - | 11% | 20% | 28% |
17 Revenue Streams. No single stream exceeds 26%. Daily bar F&B ($2.01M/yr), immersive show tickets ($1.86M), bachelorette packages ($250K), merch ($200K), corporate/private events ($250K), vinyl program ($100K), plus weekend matinees ($600K), late-night experiences ($380K), The Speakeasy & Haunted Hotel ($625K), Lost Highway Spirits ($150K), and 7 more.
Downside Protection. Even without the show, the daily outlaw bar generates $2M+ in F&B revenue, absorbing the majority of fixed costs. The venue operates as a going concern even without show revenue. Breakeven requires just 65% show occupancy, well below the 80% base case.
Show Operations. 528 total shows/year: 240 evening (Wed-Sun), 96 matinees (Sat-Sun), 192 late night (Wed-Sat). Evening: 80 guests, $121 avg ticket. Matinees: 80 guests, $95 avg. Late Night: 30 guests, $70 avg. Bar revenue: $5,500/day ($2.01M/yr).
Profit Distribution. 55% founders / 45% investors after 10% cumulative preferred return and 1x liquidation preference. Preferred accrues in pre-profit years and is settled from distributions or at exit.
Exit comparables: Ryman Hospitality trades at 14.2x EBITDA ($6.47B market cap). Meow Wolf valued at $500M+ (4 locations). Year 5 EBITDA of $3.2M at 10x = $32M enterprise value. Through the distribution waterfall (cumulative preferred + return of capital + 45% profit share), investors receive $19.8M on $6.5M invested = 3.0x MOIC. The seasonal IP refresh model (new stories, new characters, new reasons to return) compounds audience value without additional capital. Expansion to additional cities represents further upside not included in base case returns.
| Address | 209 Printers Alley, Nashville |
| Built | 1888 • 6-Story Masonry |
| Ground Floor | 4,000 SF • Turn-Key Bar |
| Floor 2 | ~5,000 SF • 4 Immersive Rooms |
| Floor 3 | Back-of-House • Tech Control |
| Floor 4 | The Speakeasy • Hidden 30-Seat Cocktail Bar |
| Floors 5-6 | The Haunted Hotel • 4 Immersive Overnight Suites |
| Infrastructure | Kone Elevator • 1,600A Electrical • ADA |
| Lease | Full Building NNN + Option to Buy @ $60/SF blended |
Why this building: Boots Randolph ran his legendary club here. Prohibition tunnels confirmed. Documented hauntings on file. The upper floors have been vacant since the 1950s. Broadway is one block away but Printer's Alley lease rates are 40-60% lower ($80/SF vs $120-200/SF on Broadway). The option to buy converts rent into equity as Nashville real estate appreciates.
Brian Kaplan
Founder / Creator. Wrote the show bible. Built the brand. Developed the full creative IP pre-raise. Entertainment, tech, and storytelling background.
Tim McGraw
Founder. 90M+ records sold. 3x Grammy winner. Actor (Friday Night Lights, 1883). Nashville royalty. Not a spokesperson - a committed founding partner.
Scott Siman
Founder. President of EM.co. 30+ years managing Nashville's biggest careers. Direct relationships with every artist estate involved. Every door is open.
Estate Licensing Moat
Exclusive right-of-publicity licenses from Williams, Jennings, and Cline estates under Tennessee's Personal Rights Protection Act. Direct relationship with Sandbox Succession (Jason Owen), which manages Williams, Cline, Cash, Lynn, and Orbison estates. Jennings estate via WME Legends. Once locked, no competitor can tell these stories.
Real Historic Building
You can't replicate an 1888 building with Prohibition tunnels and documented hauntings. The building is a character in the show. It feels haunted because it is.
| Risk | Mitigant |
|---|---|
| Execution complexity | Full show bible complete pre-raise. Tim McGraw media pull for launch. Proven immersive theater playbook. |
| Construction cost overruns | $600K contingency (9%). 2017-2022 ADA renovation reduces unknowns. Phased build approach. |
| Consumer demand uncertainty | Bar generates $2M+ standalone F&B revenue. Show revenue is upside. Nashville tourism at all-time highs. |
| Estate licensing failure | Tim McGraw + Scott Siman have direct estate relationships. Characters can be fictionalized as fallback. |
| Trademark conflict ("Lost Highway") | "The Lost Highway" is a working title. Trademark pursuit underway. The core IP is The Last Ballad (the show). The bar name is flexible and can be adapted without affecting the brand, story, or economics. |
1
Partner Meeting
with Brian Kaplan + Tim McGraw's team
2
Venue Walk-Through
209 Printers Alley, Nashville
3
Data Room Access
+ Term Sheet