PROPOSED BUSINESS COMBINATION: Agreement in Principle with HOF Village LLC
ESTIMATED CURRENT FUNDS in TRUST: $31.2 Million*
CURRENT PER SHARE REDEMPTION PRICE: $10.85*
ENTERPRISE VALUE: $421.4 million
*SPACInsider estimate a/o 6-28-20
Gordon Pointe Acquisition Corp. proposes has entered into a non-binding Agreement in Principle to merge with an affiliate of HOF Village, LLC (“The Hall of Fame Village”, “HOFV”), a sports, entertainment and media company founded by the Pro Football Hall of Fame.
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 capitalizes 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.
Additionally, the Village is within an 8-hour drive of 15 NFL franchises and within 5 hours of over 32 million people. The Hall of Fame Village is developing original media programming to capitalize on its exclusive access to the Pro Football Hall of Fame’s deep library of unique content, combined with the production and broadcast of multiple youth sporting events. Furthermore, 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 $250 million of capital to build Phase 1 of the Hall of Fame Village including a 23,000 seat, best-in-class, sports and entertainment stadium, a youth sports complex and the infrastructure to support additional expansion plans. The stadium hosts the Hall of Fame Game (always the first nationally televised NFL game of the season), Hall of Fame Enshrinement for NFL players, and the Concert for Legends (hosted previously by Tim McGraw, Maroon 5 and Imagine Dragons).
The merger, if completed, is anticipated to provide additional growth capital to execute the Company’s strategic plan and expansion. The next and immediate planned phase of expansion includes the potential addition of two premium branded hotels, an indoor waterpark, an office complex, a convention center/field house and a retail promenade, which are collectively designed to increase attendance, repeat visitation, length of visitor stay and allow for better year-round programming. This second phase is anticipated to also accelerate growth through additional sports and entertainment programming, the potential for new corporate sponsor partnerships and further development of original media content.
Upon substantial completion of its expansion, the Company contemplates executing its next phase of growth (“Phase 3”), including the addition of a virtual reality attraction, a luxury hotel, an arena and possibly multi-family housing and an independent & assisted living facility targeting Pro Football Hall of Famers, other former NFL players and their families. When stabilized and completed, Phase 3 of the Johnson Controls Hall of Fame Village is projected to substantially increase EBITDA.
KEY TRANSACTION TERMS
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’s management and equity holders have committed to roll 100% of their equity into the combined entity. Proceeds from GPAQ’s trust account or other proceeds, if any are available, will be used by the Company to repay certain debt and to fund continued growth of the Company’s operations. 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 transaction is expected to close in the fourth quarter of 2019 and is not subject to a minimum cash investment by GPAQ. Certain of the private placement warrants held by GPAQ’s sponsor will be allocated to the Pro Football Hall of Fame for the benefit of Gold Jacket and former NFL player programs.
The value of the aggregate merger consideration will be an amount equal to:
- (i) the aggregate capital contributions of the members of HOFV as set forth in a certificate of HOFV delivered at least five (5) days prior to the Closing Date (the “Closing Date Company Contributed Capital Amount”), multiplied by
- (ii) the Exchange Ratio of 1.2, divided by
- (iii) the Per Share Price of $10.00.
The Company Merger Consideration will be paid in shares of Holdings common stock (the “Holdings Common Stock”).
In addition, each
- (i) Company Convertible Note of HOFV held by an electing noteholder will be cancelled and converted into that number of shares of Holdings Common Stock equal to the outstanding principal amount of, and accreted interest on, such convertible note as of immediately prior to the Effective Time, multiplied by the Exchange Ratio and divided by the Per Share Price (rounded up to the nearest whole number of shares of Holdings Common Stock) and
- (ii) New Company Convertible Note of HOFV issued on or after August 22, 2019 but no later than September 30, 2019 will be cancelled and converted into that number of shares of Holdings Common Stock equal to the outstanding principal amount of, and accreted interest on, such convertible note as of immediately prior to the Effective Time (with the aggregate principal amount of all such notes not to exceed 5% of the Company Contributed Capital Amount as of the date of the Merger Agreement), divided by the Per Share Price (rounded up to the nearest whole number of shares of Holdings Common Stock).
Each of the debt commitments of American Capital Center, LLC and IRG, LLC funded to HOFV that are then outstanding will automatically be cancelled and converted into that number of shares of Holdings Common Stock equal to the outstanding principal amount of, and unpaid interest on, multiplied by the Exchange Ratio and divided by the Per Share Price (rounded up to the nearest whole number of shares of Holdings Common Stock); provided that any ACC Funded Debt Commitments created from and after September 12, 2019 (the “New ACC Funded Debt”) will automatically be cancelled and converted into that number of shares of Holdings Common Stock equal to the then outstanding principal amount of, and unpaid interest on, such New ACC Funded Debt divided by the Per Share Price (rounded up to the nearest whole number of shares of Holdings Common Stock).
NOTABLE CONDITIONS TO CLOSING
- by GPAQ, including GPAQ having received certain ancillary documents, including an employment agreement between Holdings and Michael Crawford to be the CEO of Holdings, and executed Release Agreements from each member of HOFV, PFHOF and Hall of Fame Village, Inc. immediately prior to the Closing.
NOTABLE CONDITIONS TO TERMINATION
- by either GPAQ or HOFV if the Closing has not occurred on or prior to December 16, 2019
- At the Closing, each of the Newco Holders, the Sponsor, Douglas L. Hein, Robert B. Cross, David Dennis, Joseph F. Mendel and Neeraj Vohra, for a period after Closing ending on the date that is the later of:
- (i) 180 days after the Closing and
- (ii) the expiration of the “Founder Shares Lock-up Period” under the Letter Agreement, dated January 24, 2018 among GPAQ, its officers and directors and initial shareholders and the Sponsor.
PAYMENT OF EXPENSES
On the Closing Date, GPAQ will pay or cause to be paid certain outstanding expenses of HOFV, GPAQ, the Sponsor and the other parties to the Merger Agreement out of Available Closing Date Cash.On the Closing Date, Holdings will issue:
- (i) 1,078,984 shares of Holdings Common Stock at the Per Share Price to The Klein Group, LLC and 610,000 shares of Holdings Common Stock at the Per Share Price to Industrial Realty Group in satisfaction of outstanding fees and expenses owed by HOFV to The Klein Group, LLC and Industrial Realty Group, respectively; and
- (ii) to the Sponsor that number of shares of Holdings Common Stock at the Per Share Price to the Sponsor upon conversion of the outstanding principal amount of, and accrued and unpaid interest on, the loans made by the Sponsor to GPAQ through the Closing Date.
- In addition, at the Closing, GPAQ will pay or cause to be paid out of Available Closing Date Cash certain expenses incurred by the National Football Museum, Inc., an Ohio non-profit corporation (“PFHOF”) incurred in connection with the Hall of Fame Village development project, and Holdings will issue 420,000 shares of Holdings Common Stock at the Per Share Price to PFHOF in full satisfaction of certain outstanding fees and expenses owed by HOFV to PFHOF.
- Non-redeeming shareholders at GPAQ’s upcoming shareholder vote will receive 1.421333 shares instead of their original 1 share.
- Founder Shares will not be eligible and will continue to receive one share of Common Stock.
- The outstanding GPAQ warrants, will be cancelled and exchanged for new warrants to purchase 1.421333 shares of Common Stock per warrant.
- In order to support the transactions and any possible future private financing transactions, GPAQ’s sponsor, has agreed to cancel up to 1,185,741 of its Founder Shares.
- The exact number to be cancelled will be determined by the number of shareholder redemptions at GPAQ’s vote.
- The Sponsor has also agreed that it will transfer up to one-half of its Founder shares (after any such cancellation) to HOFV, but with a cap at the Sponsor retaining no less than 1.125 million shares.
- The Sponsor will also be transferring one-half of their Private Placement Warrants.
- However, HOFV shall, at the Sponsor’s request, transfer all of such Warrants to a Gold Jacket player fund or similar vehicle, for the benefit of Hall of Fame players.
- B. Riley FBR, Inc. is acting as capital markets advisor to GPAQ
- 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
- Hunton Andrews Kurth LLP is acting as HOFV’s legal advisor
GORDON POINTE MANAGEMENT & BOARD
James J. Dolan, 63
Chairman and CEO
Mr. Dolan is the Chairman and CEO of Voyager Holdings II, LLC (“Voyager”), a family office and holding company. Voyager owns and operates a diversified group of companies in the technology, real estate, financial services, aviation, timber and natural resource industries. Mr. Dolan is an experienced executive, entrepreneur and business strategist. He combines a broad experience in law, technology, service industries, banking, asset management, real estate and natural resources to identify, develop and lead transformational companies. He has a successful record of founding, growing, and selling companies. Mr. Dolan serves as CEO or Managing Director of a number of Voyager’s portfolio companies. He was the founder of Access Data, a software-as-service company providing data management and sales related analytics to the mutual fund industry. The company was sold to Broadridge Financial Solutions, Inc. (NYSE: BR) in 2009. Following that sale, he formed Ascent Data, a provider of cloud computing services to financial and legal firms, where he serves as Chairman and CEO. Mr. Dolan serves as Managing Director of Western Pacific Timber and Western Resource Holdings based in Boise, Idaho. He is Chairman and CEO of Voyager Jet Center in Pittsburgh, PA and previously led the creation of Yellowstone Jet Center in Bozeman, Montana and its 2011 sale to Signature Flight Support (LON: BBA). He was Chairman and CEO of Atlantic Aviation Flight Services, which he sold to Sentient Jet in 2005. Mr. Dolan currently serves on the board of directors of Plan Member Financial Corporation, a provider of retirement planning services to non-profit and for-profit employers and their employees based in Santa Barbara, California, TriState Capital Holdings (NASDAQ: TSC), a commercial bank in Pittsburgh, Pennsylvania with total assets of $4.4 billion, which went public in May 2013, and Chartwell Investment Partners, an asset management firm based in Radnor, Pennsylvania with $8.2 billion in assets under management and a subsidiary of TriState.
He was a senior executive for 19 years at Federated Investors, Inc. (NYSE: FII), a $300 billion global asset manager, from 1978 through 1997, including President of Federated Services Co. where he was responsible for technology, software, marketing, fund administration, client services, custody and shareholder services for over 100 domestic and international investment companies with operations in the U.S., Ireland, Cayman Islands and Luxembourg. He was President of Federated Services Company, Chairman and CEO of Federated Bank and Trust Co. and as a Director of Federated International, Ltd. Mr. Dolan is also Chairman of the Going to The Sun Rally, a Montana vintage rally that supports Montana charities, and he serves as Vice Chairman of the Pittsburgh Vintage Grand Prix, a 501(c)(3) that sponsors the longest running vintage street race in America and supports autism charities. In 2010, Spanish Peaks Holdings II, LLC, of which Mr. Dolan was co-founder, CEO and a manager and which sought to develop a residential ski and golf resort, and its subsidiaries Spanish Peaks Lodge, LLC and The Club at Spanish Peaks, LLC, of which Mr. Dolan was a manager, each filed a voluntary petition for relief under Chapter 7 of the United States Bankruptcy Code in 2011 and their assets were sold in June 2013 pursuant to a court-approved sale. Mr. Dolan received a B.A. degree from Villanova University in 1976 and a J.D. from Duquesne University School of Law in 1980.
Douglas L. Hein, 60
CFO and COO
Mr. Hein has over 35 years of experience in financial and operations management. He currently serves as the Chief Financial Officer and Executive Vice President of Voyager where he is responsible for the overall fiscal management, accounting, financial, tax, banking, risk management, investor relations, human resources, and administrative functions of Voyager’s portfolio companies, including acting as CFO of Ascent Data, a provider of cloud computing services to financial and legal firms, and Voyager Jet Center, a private aviation company. He is also the Founder and President of Heritage Corporate Advisors, a company that advises privately held and multi-generational family owned businesses, strategically invests capital, and offers alternative financing solutions. Mr. Hein co-founded and was CFO of Access Data Corp., a SaaS company providing data management and sales related analytics to the mutual fund industry, from 1997 until it was sold in 2009 to BroadRidge Financial Solutions, Inc. (NYSE: BR). He also served as Chief Operating Officer and Senior Vice President at Federated Administrative Services, a subsidiary of Federated Investors (NYSE: FII), from 1992 to 1997. Mr. Hein worked at KPMG from 1979 to 1992 providing audit and consulting services specializing in the financial services industry and technology audit services. Mr. Hein received a B.S. degree in Business Administration from Clarion University of Pennsylvania.
Board of Directors
Robert B. Cross, 39
Mr. Cross is a former British military officer with a distinguished and decorated 9-year career and appointments as commander of combat operations in the Middle East, Central Asia and Africa where we was responsible for the development of the technological capabilities of the Special Forces. In 2006, Mr. Cross was awarded the Military Cross for bravery and leadership whilst commanding his SAS Troop in Iraq. He is the Founder and CEO of Adarga Limited, an A.I. powered technology business which is building cutting-edge analytical software for the defense, security and finance markets. Mr. Cross is also the Founder and Managing Director of Broxwood Partners, a group of family offices that has invested in a number of European companies, including Mansfelder Kupfer und Messing (MKM), a leading European manufacturer of primary and semi-finished products made of copper and copper alloys, and HUEZ, a UK designer and manufacturer of premium cycle apparel. From 2009 to 2012, Mr. Cross was an investment banker at JP Morgan in the Equity Capital Markets Group. Mr. Cross is also the Founder and Chairman of Capstar, a business providing chauffeuring, aviation, recruitment, security and other bespoke services, which hires and employees wounded veterans of the U.S. and British Armed Forces. He received a degree in law from Exeter University in 1999.
David Dennis, 60
Director, Chairman of the Audit Committee
Mr. Dennis is a Certified Public Accountant and spent 36 years of his career at KPMG LLP, where he served as a Partner from 1993 until his retirement in December 2015. During his time at KPMG, Mr. Dennis served in its advisory practice and served as the Advisory Sector Leader for its State and Local Government Advisory Practice. In addition, from 1979 to 2002, Mr. Dennis was a member of the Audit Practice at KPMG and audited publicly traded companies, privately owned companies and public sector clients (governments and not for profits). He is a Past Member of Council for the American Institute of CPAs and a current member of the National Association of State Boards of Accountancy. Mr. Dennis previously served as acting Chief Financial Officer of the U.S. House of Representatives and as President for the Florida Institute of CPAs. He was appointed by Florida Governor Rick Scott as the Board Chair of the Florida Board of Accountancy. Mr. Dennis received a Bachelor of Science degree in Accounting from Indiana University — Kelley School of Business.
Joseph F. Mendel, 61
Director, Chairman of the Compensation Committee
Mr. Mendel is a highly experienced executive in the banking and financial technology sector. From June 2016 to the present, Mr. Mendel has been VP and MD of the Financial Services Business Unit of Globant (NYSE: GLOB), a developer of software solutions to clients in North America, Latin America, Europe and Asia. Previously, he was an Executive Director of Data and Analytics for Banking and Capital Markets for Ernst & Young’s Advisory Services Group. His engagements and career postings have been in the USA, Australia, Spain, England, India, South Africa, Brazil, Mexico, United Arab Emirates, Argentina and Canada. From 2012 to 2013, he served as Vice President and Global Head of Banking/Capital Markets at IGATE’s Consulting and Solutions Group. From 2009 to 2012, Mr. Mendel was Practice Head for the Americas of Wipro BFSI’s Business Advisory Services Group (NYSE: WIT). From 2007 to 2008, Mr. Mendel was Vice President and Director of Consulting for Amdocs’ Financial Services Unit (NASDAQ: DOX). In addition, from 2005 to 2006, he was Vice President and Senior Strategic Account Executive for Fiserv SourceOne (Nasdaq: FISV), and SVP of National City Bank from 2003 to 2005. He combines his understanding of the customer experience, digital transformation, international finance, global markets and frictionless commerce with a unique perspective on the intersection of information technology and financial services. His experience includes mergers & acquisitions and leadership roles in post-merger integration at the executive and operational level. Mr. Mendel holds a degree in Business Administration from Duquesne University.
Neeraj Vohra, 53
Mr. Vohra has over 20 years of strategic, financial management and capital markets experience in both key executive positions and investment banking. Mr. Vohra serves as the Chief Financial Officer of Frontier Strategy Group, a provider of emerging market information and advisory services based in Washington, DC. Prior to joining Frontier Strategy Group in 2016, he was the CFO of Rate Reset, a disruptive financial technology company that enables borrowers to reset terms of their mortgage and other loans digitally. From 2011 to 2013, he served as CFO of Internet Broadcasting Corporation. Previously, Mr. Vohra spent well over a decade leading investment banking teams in the FinTech and Tech Services sectors at both FBR & Co, from 1997 to 2008, and at Signal Hill Capital, from 2008 to 2011. Mr. Vohra is an active steering committee member of the Greater Washington CFO Network. Mr. Vohra holds an M.B.A. from the Stern School of Business at New York University and a B.B.A. in Economics from Baruch College, CUNY.