NEW YORK and NAPLES, Fla.,
Aug. 1, 2019 /PRNewswire/
-- Gordon Pointe Acquisition Corp. ("GPAQ") (NASDAQ: GPAQ,
GPAQU, GPAQW), a special purpose acquisition company announced
today that it has entered into a non-binding Agreement in Principle
(the "Agreement") to merge with an affiliate of HOF Village, LLC
("The Hall of Fame Village", "HOFV" or the "Company"), a sports,
entertainment and media company founded by the Pro Football Hall of
Fame through its wholly owned, for profit subsidiary Hall of Fame
Village, Inc. and Industrial Realty Group, LLC. The merger, if and
when completed, is intended to provide the Company with additional
growth capital for the continued development and expansion of the
Hall of Fame Village. The Agreement in Principle is non-binding
except for certain customary provisions which are binding,
including the obligation to negotiate exclusively.
"This is a singular investment opportunity to participate in the
popularity and growth of one of the most powerful brands in sports.
We look forward to working with Mike
Crawford and his team at the Hall of Fame Village and the
Pro Football Hall of Fame in completing this transaction," said
James J. Dolan, CEO and Chairman of
GPAQ.
The Johnson Controls Hall of Fame Village is a multi-use
destination attraction and media company extending the mission,
values and vision of The Pro Football Hall of Fame and the game of
football in the birthplace of The National Football League,
Canton, Ohio. The Company is a
themed sports, entertainment and media destination which
capitalizes on the popularity and fandom associated with NFL
football and the legends of the game, enabling the region's and
nation's fans to be immersed in the first football and sports
themed entertainment venue. The Village is within an 8-hour drive
of 15 NFL franchises and within 5 hours of over 32 million
people. In addition, the Hall of Fame Village is developing
original media programming to capitalize on its exclusive access to
the Pro Football Hall of Fame's deep library of unique content,
combined with the production and broadcast of multiple youth
sporting events.
The Company has a synergistic business model, including
relationships with the most powerful brands in sports and with
leading corporate sponsors. Johnson Controls has an 18-year naming
rights deal the with Hall of Fame Village. Additional corporate
sponsor agreements with Constellation Energy and First Data have
recently been signed.
The Hall of Fame Village is led by CEO Mike Crawford who is a former senior executive
at The Walt Disney Company and Four Seasons Hotels and Resorts. Mr.
Crawford has led the design, development and operation of Disney
multi-use attractions in Orlando,
Anaheim, Tokyo, and Shanghai. Mr. Crawford was most recently
Global President of Portfolio Management at Four Seasons Hotels and
Resorts. He is one of the leading executives in the entertainment,
leisure, hospitality and media industry, and joined the Company in
December of 2018. David Baker, the
President of the Pro Football Hall of Fame, will serve as Chairman
of the Board of the newly merged public company and Mr. Dolan, the
current Chairman of GPAQ, would serve as the Lead Director.
The Company has already invested approximately $250 million of capital to build Phase 1 of the
Hall of Fame Village including a 23,000 seat, best-in-class, sports
and entertainment stadium, a youth sports complex and the
infrastructure to support additional expansion plans. The stadium
hosts the Hall of Fame Game (always the first nationally televised
NFL game of the season), Hall of Fame Enshrinement for NFL players,
the Concert for Legends (hosted previously by Tim McGraw, Maroon 5 and Imagine Dragons), and
is becoming an elite entertainment venue for the region.
The merger, if completed, is anticipated to provide additional
growth capital to execute the Company's strategic plan and
expansion, which involves the completion of additional synergistic
components of the Hall of Fame Village. The next and immediate
planned phase of expansion includes the potential addition of two
premium branded hotels, an indoor waterpark, an office complex, a
convention center/field house and a retail promenade, which are
collectively designed to increase attendance, repeat visitation,
length of visitor stay and allow for better year-round programming.
This second phase is anticipated to also accelerate growth through
additional sports and entertainment programming, the potential for
new corporate sponsor partnerships and further development of
original media content.
The Company anticipates beginning near term expansion by the end
of 2019 and have all components fully operational by the end of
2022. Based on current assumptions relating to the timely financing
and construction of the components of this second phase, and
assuming the project achieves the attendance and occupancy rates
expected, the Company projects to grow at a significant rate, be
EBITDA positive in the upcoming year and generate substantial
profitability. The Company has significant local and regional
support, including low cost public financing, and is located within
a "qualified opportunity zone" and Ohio Tourism Development
District.
Upon substantial completion of its expansion, the Company
contemplates executing its next phase of growth ("Phase 3"),
including the addition of a virtual reality attraction, a luxury
hotel, an arena and possibly multi-family housing and an
independent & assisted living facility targeting Pro Football
Hall of Famers, other former NFL players and their families. When
stabilized and completed, Phase 3 of the Johnson Controls Hall of
Fame Village is projected to substantially increase EBITDA.
In addition to this statement, GPAQ and HOFV are
simultaneously issuing a brief slide presentation with information
on the proposed merger; the presentation will be filed with the SEC
as an exhibit to GPAQ's Form 8-K. Investors are encouraged to
review these materials.
Key Transaction Terms
Under the terms of the proposed transaction, it is anticipated
that a subsidiary of the Company holding all of the Company's
operations will merge into a wholly-owned subsidiary of GPAQ in
exchange for GPAQ common stock. The Company's management and equity
holders have committed to roll 100% of their equity into the
combined entity. Proceeds from GPAQ's trust account or other
proceeds, if any are available, will be used by the Company to
repay certain debt and to fund continued growth of the Company's
operations. The Company and GPAQ anticipate that there will be
sufficient funds in GPAQ's trust account following the merger such
that the Company is expected to have a clean, debt-free balance
sheet post-transaction allowing it to raise capital efficiently to
fund its strategic growth plans. There can be no assurance as to
the amount of funds, if any at all, that will be available in
GPAQ's trust account following the merger or as to the Company's
ability to raise additional capital to fund its strategic growth
plans.
The transaction is expected to close in the fourth quarter of
2019. The transaction is not subject to a minimum cash investment
by GPAQ. GPAQ shareholders will have a right to require GPAQ to
redeem their shares at a per share price of approximately
$10.34 in connection with the merger.
However assuming a cash investment of $114.3
million, (the amount currently held in GPAQ's trust
account), the resulting combined entity is expected to be owned at
the closing approximately 40% by the current stockholders of GPAQ
and approximately 60% by the equity holders of the Company. Certain
of the private placement warrants held by GPAQ's sponsor will be
allocated to the Pro Football Hall of Fame for the benefit of Gold
Jacket and former NFL player programs.
There can be no assurances that the transaction being announced
will be completed on the terms announced, if at all. The Agreement
governing the transaction is non-binding, except for certain
customary provisions which are binding, including the obligation to
negotiate exclusively. Assuming the parties continue to pursue the
transaction under the terms of the Agreement, completion of the
transaction is still subject to contingencies and uncertainty as
GPAQ must first complete its financial and legal due diligence, and
thereafter engage with the Company in negotiations of a definitive
agreement satisfactory to each party thereto. The definitive
agreement is expected to be subject to customary and other closing
conditions, the satisfaction of which cannot be assured, including
GPAQ having secured approval of the transaction by its
stockholders.
About Hall of Fame Village
The Hall of Fame Village is a multi-use sports, entertainment
and media company centered around the Pro Football Hall of Fame's
campus in Canton, Ohio. The
Company provides a themed sports, entertainment and media venue to
capitalize on the popularity and fandom associated with NFL
football and the legends of the game.
About Gordon Pointe Acquisition Corp.
GPAQ is a special purpose acquisition company formed by Mr.
James Dolan. GPAQ raised
$125 million in its initial public
offering in January of 2018. Additional information can be found at
www.gordonpointe.com.
About the Pro Football Hall of Fame
Located in Canton, Ohio, the
birthplace of the National Football League, the Pro Football Hall
of Fame is a 501(c)(3) not-for-profit institution with the Mission
to Honor the Heroes of the Game, Preserve its History, Promote its
Values, & Celebrate Excellence. The Hall of Fame has formed a
wholly owned, for profit subsidiary to be a member of HOFV.
Hundreds of thousands of fans from across the globe travel to
Canton annually to experience "The
Most Inspiring Place on Earth!" that chronicles America's most
popular sport.
About Industrial Realty Group, LLC
IRG is a nationwide real estate development and investment firm
specializing in the acquisition, development and management of
commercial and industrial real estate throughout the United States. IRG, through its affiliated
partnerships and limited liability companies, is among the
country's largest owners of commercial and industrial properties,
operating a portfolio of more than 150 properties in 28 states with
approximately 100 million square feet of rentable space. IRG is
nationally recognized as a leading force behind the adaptive reuse
of commercial and industrial real estate.
Forward-Looking Statements
Certain statements made herein are "forward-looking statements"
within the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
"anticipate", "believe", "expect", "estimate", "plan", "outlook",
and "project" and other similar expressions that predict or
indicate future events or trends or that are not statements of
historical matters. Such forward-looking statements include timing
of the proposed merger; the business plans, objectives,
expectations and intentions of the parties once the transaction is
complete, and GPAQ's and the Company's estimated and future results
of operations, business strategies, competitive position, industry
environment and potential growth opportunities, relating to the
acquired business. These forward-looking statements reflect the
current analysis of existing information and are subject to various
risks and uncertainties. As a result, caution must be exercised in
relying on forward-looking statements. Due to known and unknown
risks, our actual results may differ materially from our
expectations or projections. The following factors, among others,
could cause actual results to differ materially from those
described in these forward-looking statements: the occurrence of
any event, change or other circumstances that could give rise to
the terms of the Agreement in Principle not hereafter being
memorialized in a definitive agreement; matters discovered by GPAQ
or the Company as they complete their respective due diligence
investigation of the other; the outcome of any legal proceedings
that have been, or will be, instituted against GPAQ or other
parties to the Agreement in Principle following announcement of the
Agreement in Principle and transactions contemplated therein; the
ability of GPAQ to meet NASDAQ listing standards following the
merger and in connection with the consummation thereof; the
inability to complete the transactions contemplated by the
Agreement in Principle due to the failure to obtain approval of the
stockholders of GPAQ or other conditions to closing in the
Agreement in Principle; the failure to obtain the financing
arrangements necessary to complete the development of the project;
the failure to achieve the assumptions underlying certain of the
financial projections included within the investor presentation
including, among others, securing the timely financing for, and
achieving construction of, the second phase of the project within
assumed time and financial budget, and achieving expected
attendance and occupancy rates; risks that the proposed transaction
disrupts current plans and operations and the potential
difficulties in employee retention as a result of the announcement
of the Agreement in Principle and consummation of the transaction
described therein; costs related to the proposed merger and the
impact of the substantial indebtedness to be incurred to finance
the consummation of the merger; changes in applicable laws or
regulations; the ability of the combined company to meet its
financial and strategic goals, due to, among other things,
competition, the ability of the combined company to grow and manage
growth profitability, maintain relationships with customers and
retain its key employees; the possibility that the combined company
may be adversely affected by other economic, business, and/or
competitive factors; and other risks and uncertainties described
herein, as well as those risks and uncertainties discussed from
time to time in other reports and other public filings with the
Securities and Exchange Commission (the "SEC") by GPAQ. In
addition, the allocation of equity in the newly merged public
company identified in the investor presentation assumes that there
will be approximately $114.3 million
in the GPAQ trust account at closing, which itself assumes no
material redemptions prior to the closing absent corresponding
equity financing. Further, the portions of this press release
containing forward-looking statements were prepared based on
information provided by the Company, which has not been
independently verified by GPAQ and no representation or warranty,
express or implied, is provided in relation to the fairness,
accuracy, correctness, completeness or reliability of the
information, opinions or conclusions expressed therein.
Additional information concerning these and other factors that
may impact our expectations and projections can be found in our
periodic filings with the SEC, including our Annual Report on Form
10-K for the fiscal year ended December 31,
2018, Form 10-Q for the quarterly period ended March 31, 2018, the definitive proxy statement
filed by GPAQ with the SEC on June 18,
2019 pursuant to which a special meeting of the Company's
stockholder was conducted and at which stockholders approved an
extension of the date by which GPAQ has to consummate a business
combination from July 30, 2019 to
October 31, 2019, plus up to three
additional 30-day extensions thereafter (the "Extension Proxy"),
the Current Report on Form 8-K filed with the SEC on July 26, 2019 announcing the approval of the
matters covered in the Extension Proxy, and in the proxy statement
to be filed by GPAQ regarding the transaction memorialized in the
Agreement in Principle with the SEC when available. GPAQ's SEC
filings are available publicly on the SEC's website at www.sec.gov.
GPAQ disclaims any obligation to update the forward-looking
statements, whether as a result of new information, future events
or otherwise.
Disclaimer
This communication shall neither constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any jurisdiction in which the offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such
jurisdiction.
Additional Information about the Transaction and Where to
Find It
In connection with the proposed merger, GPAQ intends to file a
preliminary proxy statement with the SEC and will mail a definitive
proxy statement and other relevant documents to its stockholders.
Investors and security holders of GPAQ are advised to read, when
available, the preliminary proxy statement, and amendments thereto,
and the definitive proxy statement in connection with GPAQ's
solicitation of proxies for its stockholders' meeting to be held to
approve the merger because the proxy statement will contain
important information about the merger and the parties to the
merger. The definitive proxy statement will be mailed to
stockholders of GPAQ as of a record date to be established for
voting on the merger. Stockholders will also be able to obtain
copies of the proxy statement, without charge, once available, at
the SEC's website at www.sec.gov.
Participants in the Solicitation
GPAQ, HOFV, and their respective directors, executive officers
and other members of their management and employees, under SEC
rules, may be deemed to be participants in the solicitation of
proxies of GPAQ stockholders in connection with the proposed
business combination. Investors and security holders may obtain
more detailed information regarding the names, affiliations and
interests in GPAQ's directors and in its Annual Report on Form 10-K
for the fiscal year ended December 31,
2018, which was filed with the SEC on March 18, 2019. Information regarding the persons
who may, under SEC rules, be deemed participants in the
solicitation of proxies to the GPAQ's stockholders in connection
with the proposed business combination will be set forth in the
proxy statement for the proposed business combination when
available. Information concerning the interests of GPAQ's and
HOFV's participants in the solicitation, which may, in some cases,
be different than those of GPAQ's and HOFV's equity holders
generally, will be set forth in the proxy statement relating to the
proposed business combination when it becomes available.
Non-Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed transaction and shall not constitute an
offer to sell or a solicitation of an offer to buy the
securities of GPAQ and HOFV, nor shall there be any sale of any
such securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of such state or
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
FOR INFORMATION CONTACT:
James J. Dolan
Chief Executive Officer
Gordon Pointe Acquisition Corp.
jdolan@gordonpointe.com
(412) 960-4687
Media Contact:
Jack Horner, 267-932-8760, ext.
302
412-600-2295 (mobile)
jack@hornercom.com
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SOURCE Gordon Pointe Acquisition Corp.