Gordon Pointe Acquisition Corp. Enters into a Merger Agreement with HOF Village

9/16/19

Gordon Pointe Acquisition Corp. (NASDAQ: GPAQ, GPAQU, GPAQW), a publicly traded special purpose acquisition company, and HOF Village, LLC 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.

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.

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