Investor Information

Class A capital is intended to capitalize the Company’s enterprise operations through the projection period. Anticipated uses, before reserves and the Company’s discretion to reallocate consistent with the Operating Agreement:

• corporate infrastructure, office costs, and technology and administrative systems
• intellectual property administration, registration, protection, and ongoing PRA compliance
• management overhead and personnel costs, including officer compensation, benefits, and travel
• franchise development and brand-building (cross-project marketing, public relations, sponsor and partner relations)
• strategic investments in Project SPVs as the Company’s capital contributions, including initial deposits for the Conditional Project Classes pending obtaining of supplemental rights
• legal, accounting, insurance, audit, and compliance services, including securities-law compliance and blue-sky notice filings
• investor-relations and ongoing deal-administration services
• director’s, officer’s, and key-man insurance
• working-capital reserves and contingency

The Company estimates enterprise-level requirements through the projection period of approximately $9,440,000, of which approximately $5,000,000 is funded by Class A capital and the balance of approximately $4,440,000 is expected to be funded from project revenues over time.

• Author royalties payable under the Authors’ PRA
• Cast: principal performers, ensemble, swings, and understudies, including Equity scale, fringe, and per diem
• Creative team: director, choreographer, music director, designers, casting, and associated assistants
• Rehearsals: rehearsal space, production stage management, music preparation, dance and music supervisors
• Physical production: scenery design and build, costumes, lighting, sound, projections, and properties
• Theater costs: rental, technical labor, front of house, box office, and house management
• Marketing and advertising: agency fees, creative, media buys, publicity, group sales, and digital
• Insurance: general liability, errors-and-omissions, workers’ compensation, and equipment
• Company management and administrative overhead
• Legal, accounting, royalty administration, and reporting
• Contingency and reserves

• Physical production: scenic, costumes, lighting, sound, projections, properties, automation, and load-in
• Cast, creative team, and royalty-pool participants, including the director, choreographer, designers, music director, orchestrator, and arrangers
• Rehearsals and pre-production: rehearsal halls, music preparation, choreography, dance and music supervision, and production stage management
• Theater costs: rental, house personnel, theater taxes and assessments, and security
• Author royalties under the first-class corridor of the Authors’ PRA, plus the APC royalty pool to participating creatives
• Marketing and advertising: agency fees, creative, media buys (television, digital, print, outdoor), publicity, group sales, partnerships, and tourism marketing
• Bonds, deposits, and contingency reserves required by Equity, the theater, and other counterparties
• Insurance: general liability, errors-and-omissions, workers’ compensation, and producer’s liability
• Company management and administrative overhead
• Legal, accounting, royalty administration, and reporting

Budgeted at $18,500,000 against $18,000,000 offered.

• Touring physical production (often a scaled or modular adaptation of the Broadway design)
• Company management, including company manager, road managers, and tour accountants
• Transportation and logistics, including trucking, freight, and crew travel
• Per diems, lodging, and on-the-road expenses
• Venue guarantees, deposits, and load-in/load-out
• Marketing and local promotion in each market
• Insurance, including non-appearance and casualty
• Author royalties and royalty-pool obligations
• Reserves and contingency

Budgeted at $5,700,000 against $5,000,000 offered.

• Development: research, rights clearance, treatment, budgeting, and fundraising
• Pre-production: crew hiring, location scouting, scheduling, permits, and insurance setup
• Principal photography: crew, equipment, travel, interviews, B-roll, and data management
• Forensic and authentication work, including scientific and DNA analysis contributing to the narrative
• Post-production: editing, color, sound design, mix, music, graphics, and quality control
• Archival licensing: historical footage, photographs, and documents
• Music licensing: synchronization and master use licenses
• Delivery and technical: DCPs, masters, QC, and deliverables
• Marketing and festivals: festival entry fees, publicist, materials, and travel
• Distribution costs: sales agent fees, legal, and delivery costs
• Legal and professional: attorneys, E&O insurance, and clearances
• Company operating expenses and overhead allocation
• Contingency and reserves

• Writers’ room and development: showrunner, story editors, writers, research, and series bible
• Pilot episode production (or proof-of-concept production, as applicable)
• Showrunner and creative team retention through development cycle
• Production design and pre-visualization
• Packaging: talent and director attachments, agency relationships, and presentation materials
• Platform sales effort: pitches, sizzles, and travel
• Legal, music clearance, archival licensing, and packaging costs
• Reserves and contingency

• Exhibition design and creative development
• Pre-visualization, technical R&D, and prototyping
• Fabrication and installation, including projection systems, audio, set construction, lighting, sensors, and interactive elements
• Venue partnerships and agreements; lease and revenue-share negotiations
• Ticketing platform and access systems
• Marketing and promotion
• Staffing and operations: site managers, ticketing staff, security, and visitor experience personnel
• Conservation, security, and insurance arrangements for any display or depiction of the Artwork, consistent with the Master IP License
• Insurance: general liability, public liability, visitor safety
• Reserves and contingency

Budgeted at $8,900,000 against $7,750,000 offered.