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Gordon Pointe Acquisition to Combine with Ohio´s Hall of Fame Village
Wednesday 07 August 2019

7 August 2019 - New York, US-based special purpose acquisition company Gordon Pointe Acquisition Corp. (GPAQ) (NASDAQ: GPAQ) (NASDAQ: GPAQU) (NASDAQ: GPAQW) has agreed to merge with Johnson Controls Hall of Fame Village, Inc. and Industrial Realty Group, LLC., located in Ohio, US, the company said.
Hall of Fame Village and Industrial Realty Group is an affiliate of HOF Village, LLC (HOFV), a sports, entertainment and media company founded by the Pro Football Hall of Fame.
The transaction is expected to close in 4Q19. 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 USD 10.34 in connection with the merger.
However assuming a cash investment of USD 114.3m, (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. Additional financial details were not disclosed.
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 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.
The merger 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.
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 capitalises 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.
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 company has already invested approximately USD 250m of capital to build Phase 1 of the Hall of Fame Village.
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 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 capitalise on the popularity and fandom associated with NFL football and the legends of the game.
GPAQ is a special purpose acquisition company formed by James Dolan. GPAQ raised USD 125m in its initial public offering in January of 2018.
Industrial Realty Group, LLC is a nationwide real estate development and investment firm specialising 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, operating a portfolio of more than 150 properties in 28 states with approximately 100m square feet of rentable space.
Details
Date Published: 07/08/2019
Target: Johnson Controls Hall of Fame Village, Inc. and Industrial Realty Group, LLC
Country: USA
Sector: Construction/Real Estate
Type: LBO
Financing: Cash
Status: Agreed
Vendor:
Buyer: Gordon Pointe Acquisition Corp
Comment:
Terms of the deal were not disclosed

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