CANTON − The Hall of Fame Resort & Entertainment Co. has entered into a merger agreement to take the company private.
The multi-faceted company behind the Hall of Fame Village development announced the agreement Thursday.
It was recommended by a special committee, “consisting of independent and disinterested directors of the board,” and approved by the company’s board of directors, which includes majority shareholder Stuart Lichter.
Per the agreement, the company will be acquired by HOFV Holdings LLC, an affiliate of the California-based real estate development and investment firm founded by Lichter ― Industrial Realty Group. Lichter also has been involved in the delayed development of the Hoover factory in North Canton and the transformation of Goodyear’s former East Market Street headquarters into the East End mixed-use complex.
The Hall of Fame Resort & Entertainment Co. (HOFV), which was established as a public company in the summer of 2020, had an opening stock price of $0.71 per share Thursday on the NASDAQ Capital Market.
HOFV Holdings LLC has agreed to acquire all outstanding shares of the stock not currently owned by Lichter or his affiliates for $0.90 per share.
Lichter’s initial, nonbinding proposal in late September proposed a $1.98 per share purchase price. The stock has been on a mostly downward trend since, and the company received two NASDAQ warnings about potential delisting ― one for failing to hold an annual stockholder meeting and one for trading under $1 for 30 days.
The merger is subject to approval by shareholders and other closing conditions, according to the company’s news release. Hall of Fame resort representatives did not respond to a message seeking additional details about the agreement.
“Our vision has always been to build a world-class sports and entertainment company, which includes our destination in the Hall of Fame Village, Hall of Fame Village Media and Gold Summit Gaming,” Michael Crawford, the company’s outgoing president and CEO, said in a prepared statement.
“This is an ambitious goal … We operate in a dynamic and sometimes challenging environment, and as a private company upon completion of the transaction we believe that we will have strategic flexibility and additional working capital to invest in each of our business verticals and to continue to build the company as we have planned.”
Crawford announced in March his plan to leave the company later this month.
Additionally, the company announced that it had a “letter of intent” with the investor that owns the water park property to establish a new lease. The property owner, HFAKOH001 LLC, an affiliate of Blue Owl Real Estate Capital, terminated the Village’s lease in October because of $2.6 million in unpaid rent, interest and late fees.
Terms for the lease restructuring, which would involve the on-site hotel property and stadium property after real estate transfers, are being finalized but would be “a big step toward restarting construction of the waterpark and the on-site hotel,” according to the announcement.
Construction on the Gameday Bay water park began in late 2022 with an initial price tag of $117 million and an expected opening in 2024, but work stalled last year because of financial challenges. It was to open alongside a Hilton hotel, for which there was a ceremonial groundbreaking in 2017, although there has been no construction as plans evolved.
Conditions of the merger include HOFV Holdings LLC receiving $20 million in financing, completion of the lease restructuring, and additional “project-level financing” of at least $125 million. The company is expected to file additional information about the agreements with the SEC by May 11.
Reach Kelly at 330-580-8323 or kelly.byer@cantonrep.com
This article originally appeared on The Repository: Hall of Fame Village in Canton reaches merger deal to take company private
Reporting by Kelly Byer, Canton Repository / The Repository
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