Hall of Fame Resort & Entertainment Company (NASDAQ:HOFV, HOFVW))) (the "Company"), the only resort, entertainment, and media company centered around the power of professional football, today announced that it has entered into a definitive merger agreement to be acquired by HOFV Holdings, LLC (the "Investor"), an investment vehicle affiliated with Industrial Realty Group, LLC ("IRG"). Stuart Lichter, a director of the Company, is the Founder and President of IRG. Upon completion of the transaction, the Company will become a privately held company.
Under the terms of the agreement, the Investor will acquire all outstanding shares of the Company's common stock not currently owned by IRG and its affiliates for $0.90 per share in cash. The agreement was unanimously approved and recommended to the Company's Board of Directors by a Special Committee consisting of independent and disinterested directors of the Board. Following the Special Committee's recommendation, the agreement has been approved by the Company's Board and recommended for approval by stockholders.
The Company also announced it has entered into a letter of intent with the investor that owns the waterpark property to enter into a new lease for the waterpark property and, following certain real estate transfers, the on-site hotel property and the stadium property (the "Lease Restructuring"). The parties are finalizing definitive terms for this Lease Restructuring, which is a big step toward restarting construction of the waterpark and the on-site hotel.
"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," said Michael Crawford, President and Chief Executive Officer. "This is an ambitious goal. It entails a continued focus on our strategic plan, and it requires investing in the critical areas that will help ensure long-term growth. 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. I want to thank our partners, our team and the Canton community for a continued commitment to our mission and our vision."