NEW YORK and NAPLES, Fla.,
Sept. 16, 2019 /PRNewswire/ -- Gordon
Pointe Acquisition Corp. ("GPAQ") (NASDAQ: GPAQ, GPAQU, GPAQW), a
publicly traded special purpose acquisition company, and HOF
Village, LLC ("HOFV" or "the Company") announced today that they
have entered into a definitive business combination agreement to
create a premier sports, entertainment and media enterprise
surrounding the prestigious Pro Football Hall of Fame. The combined
entity is poised to capitalize on its unique partnership with the
most dominant professional sports brand in the country, allowing
for the continued development of an integrated destination resort
in Canton, Ohio named the Johnson
Controls Hall of Fame Village, and a media program executed by a
single platform that unifies live entertainment, experiences,
brands and content for some of the most powerful and storied brands
in football. The transaction is valued at $390 million.
The terms of the merger agreement provide, among other things,
for HOF Village Newco, LLC, a subsidiary of the Company that will
hold all of the Company's operations, to be merged with and into a
wholly-owned subsidiary of GPAQ. 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 will be used by
the Company to repay certain debt and expenses and to fund
continued growth of the Company's operations. Immediately following
the closing of the proposed transaction, the combined company will
change its name to Hall of Fame Resort & Entertainment Company
and will trade on the NASDAQ stock exchange under the ticker symbol
"HOFV."
The combined company is creating an immersive, multi-use
entertainment-based destination and experience-driven community
that extends the Pro Football Hall of Fame's mission, values and
vision and enables consumers to engage with the sport in a variety
of innovative and exciting ways. Through its different offerings,
the combined company will pursue diversified, sustainable and
synergistic revenue streams and maintain multiple avenues for
growth. These opportunities include, but are not limited, to the
following:
- Maximizing the use and productivity of its existing real estate
assets, including a world-class 20,000-plus seat sports and
entertainment stadium as well as the leading youth football and
sports complex in the region;
- Developing complementary, purpose-built facilities that serve
different demographics, including an office, medical and retail
center; a central retail promenade; two premium-branded hotels; a
convention center/field house; and a technology-enhanced
sports-themed indoor waterpark;
- Producing live sporting events and creating compelling,
original content derived from its direct access to the Pro Football
Hall of Fame's extensive media library of never-before-seen footage
and memorabilia, which the combined company can distribute through
multiple mediums to reach and engage broad consumer segments;
- Forming and executing mutually beneficial sponsorships and
partnerships with leading brands, such as Johnson Controls, with
whom HOF Village, LLC has formed a long-term naming rights
agreement, as well as Constellation. These agreements enable
partners to amplify brand affinity and drive new business through
enduring connections to passionate audiences that span generations;
and
- Driving consumer engagement from recreational and corporate
activities including youth football and sports programs,
conventions and trade shows.
The Hall of Fame Resort & Entertainment Company, which will
address a shortage of themed attractions in the Midwest region
through the development of the Johnson Controls Hall of Fame
Village, is within five hours of over 32 million people and only an
eight-hour drive from 15 NFL franchise markets, positioning it to
tap into high levels of football fandom. The multi-phased
development is designed to drive repeat visitation, increase the
length of visitor stay, supply year-round programming, and support
the ongoing creation of original media content centered on
professional football and its legendary players. HOFV has already
invested $250 million to complete
Phase 1 of the development, and the capital provided by this
transaction will allow the combined company to advance its
strategic plan and expansion. The combined company anticipates
being Adjusted EBITDA positive by 2020 with all components fully
operational by the end of 2022, targeting an Adjusted EBITDA run
rate of approximately $50 million
through Phase II.
"The Hall of Fame Resort & Entertainment Company represents
an unprecedented opportunity to create an experiential destination
resort and entertainment enterprise that is the equivalent of the
'Disneyland' of professional football," said Mike Crawford, current Chief Executive Officer
of HOFV, who will serve in the same capacity at the combined
company. "We are leveraging a multi-dimensional approach to engage
consumers by providing authentic storytelling through our media arm
while bringing those stories to life in an immersive 3D environment
unlike any other. Importantly, the implementation of our integrated
business model towards diversified future revenue streams and
strong growth prospects positions us to drive creativity,
efficiency and profitability as we work to connect with consumers
in meaningful ways."
James J. Dolan, Chief Executive
Officer and Chairman of GPAQ, stated, "We are confident in Mike and
his team's plan to create a dynamic, one-of-a-kind destination
built on the most popular sport in America. There is no comparable
investment opportunity to capitalize on and benefit from
professional football's powerful brand and passionate fan base. We
are excited about the potential of this truly unique company and
its synergistic business plan, and look forward to stewarding its
success."
A team of highly accomplished executives possessing extensive
operational expertise and significant entrepreneurial experience
will lead the combined company. In addition to Messrs. Crawford and
Dolan, the combined company's board members will include
David Baker, President and Chief
Executive Officer of The Pro Football Hall of Fame, as well as
Stuart Lichter, President and
Chairman of Industrial Realty Group, a leading commercial and
industrial property owner that co-founded HOFV.
The respective boards of directors of GPAQ and HOFV have
unanimously approved the proposed transaction. Completion of the
proposed transaction is subject to GPAQ shareholder approval,
certain regulatory approvals and other customary closing
conditions. The parties expect that the proposed transactions will
be completed in the fourth quarter of 2019.
For additional information on the proposed transaction, see
GPAQ's Current Report on Form 8-K, which will be filed with the
U.S. Securities and Exchange Commission ("SEC") and can be
obtained, without charge, at the SEC's website at www.sec.gov when
available.
B. Riley FBR, Inc. is acting as capital markets advisor to GPAQ
and Pillsbury Winthrop Shaw Pittman LLP is acting as GPAQ's legal
advisor. Ladenburg Thalmann & Co. Inc., a subsidiary of
Ladenburg Thalmann Financial Services Inc. (NYSE American: LTS), is
acting as financial advisor to HOFV and Hunton Andrews Kurth LLP is
acting as HOFV's legal advisor.
Investor Conference Call Information
GPAQ and HOFV
will host a joint investor conference call to review the proposed
transaction tomorrow, Tuesday, September 17,
2019 at 8:30 am ET.
Interested parties may listen to the prepared remarks call via
telephone by dialing 1-877-407-4018, or for international callers,
1-201-689-8471. A telephone replay will be available from 11:30 am
ET on Tuesday, September 17, 2019 and
can be accessed by dialing 1-844-512-2921, or for international
callers, 1-412-317-6671 and entering replay Pin number:
13694429.
The conference call webcast, a related investor presentation
with more detailed information regarding the proposed transaction,
and a transcript of the investor call will be available in the
Press Releases section of the Gordon Pointe Acquisition Corp.
website at www.gordonpointe.com. The investor presentation will
also be furnished today to the SEC, which can be viewed at the
SEC's website at www.sec.gov.
About HOF Village, LLC
Johnson Controls Hall of Fame
Village, a development of HOF Village, LLC is a multi-use sports,
entertainment and media destination centered around the Pro
Football Hall of Fame's campus in Canton,
Ohio. It provides a themed sports, entertainment and media
venue to capitalize on the popularity and fandom associated with
professional football and its legendary players. HOF Village, LLC
was 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.
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 Everywhere. 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 termination of the Merger Agreement and the proposed
transaction contemplated thereby; the inability to complete the
transactions contemplated by the Merger Agreement due to the
failure to obtain approval of the stockholders of GPAQ or other
conditions to closing in the Merger Agreement; the outcome of any
legal proceedings that have been, or will be, instituted against
GPAQ or other parties to the Merger Agreement following
announcement of the Merger Agreement and transactions contemplated
therein; the ability of GPAQ and/or GPAQ Acquisition Holdings, Inc.
("Holdings") to meet NASDAQ listing standards following the merger
and in connection with the consummation thereof; 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 Merger Agreement 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 SEC
by GPAQ and Holdings.
Use of non-GAAP Financial Measures
This press release
includes non-GAAP financial measures of the combined company
including forward-looking projections of adjusted EBITDA and
annualized run-rate EBITDA. In this press release, "EBITDA"
means net income (loss) before interest expense, income taxes and
depreciation and amortization. "Adjusted EBITDA" means EBITDA
adjusted for items that are not part of regular operating
activities, including acquisition related expenses, profit interest
expense and founder's fee (both of which will cease following
closing of the merger) and other non-cash items such as
non-cash-unit based compensation, losses on disposal of property,
losses from discontinued operations and individually significant
disposals and expenses related to tax changes. Adjusted EBITDA does
not represent, and should not be considered as, an alternative to
net income or cash flows from operations, each as determined in
accordance with GAAP. "Annualized run-rate EBITDA" means "EBITDA"
projected over an annualized period. We have presented
forward-looking projections of adjusted EBITDA and annualized
run-rate EBITDA in this press release because we consider them key
measures used by the combined company management to understand and
evaluate the combined company's operating performance and trends,
to prepare and approve the combined company's annual budget and to
develop short-term and long-term operational plans, and believe
that those measures are frequently used by analysts, investors and
other interested parties in the evaluation of companies. Other
companies may calculate adjusted EBITDA and annualized run-rate
EBITDA differently than we do. HOFV and GPAQ are unable to
reconcile the forward-looking projections of EBITDA and adjusted
EBITDA and annualized run-rate EBITDA to their nearest GAAP
measures because the nearest GAAP financial measures are not
accessible on a forward-looking basis.
Additional Information about the Transaction and Where to
Find It
For additional information on the proposed
transaction, see GPAQ's Current Report on Form 8-K, which will be
filed with the SEC.
The proposed transaction will be submitted to shareholders of
GPAQ for their approval. In connection with the proposed business
combination, Holdings will file with the SEC a registration
statement on Form S-4 for the Holdings securities to be issued to
the security holders of GPAQ and the members of HOF Village Newco,
LLC at the closing of the business combination, which registration
statement will contain preliminary and definitive proxy statements
of GPAQ in connection with a special meeting of the stockholders of
GPAQ to consider and vote on the business combination and related
matters. Holdings and GPAQ will mail the definitive registration
statement on Form S-4 containing the definitive proxy statement and
other relevant documents to its stockholders in connection with the
meeting. Investors and security holders of GPAQ and HOF Village
Newco, LLC are advised to read, when available, the draft of the
registration statement, the preliminary proxy statement, and
amendments thereto, and the definitive registration statement and
proxy statement, which will contain important information about the
proposed business combination and the parties to it. The
registration statement and definitive proxy statement will be
mailed to stockholders of GPAQ as of a record date to be
established for voting on the proposed business combination.
Stockholders will also be able to obtain copies of the registration
statement and proxy statement, without charge, once available, at
the SEC's website at www.sec.gov or by directing a request to:
Gordon Pointe Acquisition Corp., 780 Fifth Avenue South,
Naples, FL 34102.
Participants in the Solicitation
GPAQ, Holdings, HOFV,
HOF Village Newco, LLC 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 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 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 HOF Village
Newco, LLC's participants in the solicitation, which may, in some
cases, be different than those of GPAQ's and HOF Village Newco,
LLC'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 any securities, 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.
Investor Contacts
Jacques
Cornet, (646) 277-1285
Jacques.Cornet@icrinc.com
or
Will Swett, (646) 677-1818
Will.Swett@icrinc.com
Media Contacts
Jason
Chudoba, (646) 677-1249
Jason.Chudoba@icrinc.com
or
Phil Denning, (646) 277-1258
Phil.Denning@icrinc.com
or
Nora Flaherty, (646) 677-1821
Nora.Flaherty@icrinc.com
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SOURCE Gordon Pointe Acquisition Corp.