Latest news with #StuartLichter
Yahoo
09-05-2025
- Business
- Yahoo
Hall of Fame Resort Going Private for Pennies, Market Approves
Hall of Fame Resort & Entertainment is closing the books on its five-year run as a publicly traded company, as the Canton, Ohio, sports project has agreed to sell itself for 90 cents a share to real estate developer Stuart Lichter, the business' largest shareholder. Lichter is the founder of Industrial Realty Group (IRG), a Los Angeles-based real estate developer, and he formed Hall of Fame Resort in 2016 as a football-themed development adjacent to the Pro Football Hall of Fame, a separate entity that partnered with IRG. He is the majority shareholder of Hall of Fame Resort after steadily acquiring more stock to prop up the company, which means the deal is effectively done since he has the votes for shareholder approval. However, Hall of Fame notes the transaction is contingent on Lichter being able to obtain $20 million in financing, being able to restructure the company's lease and securing a further $125 million in project financing. More from Take-Two Shares Drop on GTA's 'Perfect Track Record of Delays' Sports Cards Lead eBay Growth as Goldin, PSA Drive Volume Trump Tariffs Hit Big Names as Sports Stocks Flounder in April Hall of Fame Resort & Entertainment went public in 2020 in a special purpose acquisition company (SPAC) merger. Because of reverse share splits done over the years to maintain a minimum stock price as required by the Nasdaq Stock Market, the initial share price is now equivalent to more than $270, according to data from That means the 90-cents-a-share offer is a 99.7% decrease in share value in five years. Most of the loss will be felt by Lichter; based on shareholding disclosures as of October, the executive owned more than 70% of shares, with Hall of Fame Resort management owning about another 1.5% of shares themselves. Wall Street appeared to be warming to the deal's viability, based on Thursday trading. Hall of Fame shares started trading at 75 cents before closing at 84 cents, still more than a nickel below the offering price but a 20% increasing value. Typically shares will jump to or close to a buyout price if traders are confident a deal will go through as proposed.(This story has been updated in the headline and final paragraph with details of the company's stock price.) Best of Most Expensive Sports Memorabilia and Collectibles in History The 100 Most Valuable Sports Teams in the World NFL Private Equity Ownership Rules: PE Can Now Own Stakes in Teams Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Business Journals
08-05-2025
- Business
- Business Journals
Hall of Fame Resort to go private with acquisition by IRG affiliate
Story Highlights Hall of Fame Resort agrees to be acquired by Stuart Lichter's affiliate. Acquisition would make Hall of Fame Resort a private company. Deal includes restructuring leases and restarting waterpark and hotel construction. Hall of Fame Resort & Entertainment Co. in Canton, Ohio, has agreed to be acquired by an affiliate of the company's largest shareholder and director — Stuart Lichter, founder and president of Industrial Realty Group LLC in Los Angeles. Upon completion of the acquisition, which has several conditions, Hall of Fame Resort would become a privately held company. GET TO KNOW YOUR CITY Find Local Events Near You Connect with a community of local professionals. Explore All Events Under the acquisition agreement, a new Lichter-affiliated investment vehicle — HOFV Holdings LLC — would acquire the outstanding shares of Hall of Fame Resort that IRG and its affiliates don't already own for 90 cents per share, according to a Hall of Fame Resort statement. Based on recent regulatory filings, the cost of buying the outstanding shares would be about $4 million. The resort company also said it has signed a letter of intent for a new lease on the indoor waterpark on its 100-acre campus and to restructure the leases for its future on-site hotel and Tom Benson Hall of Fame Stadium properties there. The resort company defaulted on the ground lease for its Gameday Bay waterpark in October and has yet to build an expected Hilton Tapestry hotel adjacent to it. Hall of Fame Village, the name of the resort property, includes a Center for Performance and Constellation Center for Excellence, as well as a retail strip and play-action plaza. The parties involved are finalizing the terms for the lease restructuring, which Hall of Fame Resort calls "a big step toward restarting construction of the waterpark and the on-site hotel." The vision for Hall of Fame Resort "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, Hall of Fame Resort's outgoing president and CEO, said in his company's statement. "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." Crawford, whose resignation from the company takes effect May 18, continued, "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." Acquisition subject to several IRG conditions The acquisition is subject to approval by holders of a majority of the company's common stock and is conditioned on: HOFV Holdings, the new Lichter-affiliated investor, obtaining $20 million in financing. Consummation of the proposed lease restructuring. Consummation of additional project-level financing of at least $125 million (likely to complete the waterpark and build the on-site hotel). Obtaining third-party consents. The acquisition also contemplates Hall of Fame Resort selling to and leasing back properties from IRG that are not included in the lease restructuring, the resort company said. Lichter and IRG are longterm investors in the resort Lichter and IRG, which operates one of the largest commercial real estate portfolios in the United States including several Northeast Ohio properties, began investing in Hall of Fame Resort before the company's going-public transaction in 2020. IRG also is the resort's master developer. Since then, Lichter and his affiliated companies have invested tens of millions of dollars in the resort property through loans and purchases of securities. More recently, Lichter and his companies also have refinanced the resort's debt. As of Jan. 15, Lichter and his affiliates owned 72.5% of the resort company's shares, including shares underlying convertible debt and warrants, according to a regulatory filing. That percentage likely is higher now because of recent amendments to a convertible debt agreement aimed at freeing up cash for the struggling resort company. In June 2024, Lichter revealed in a regulatory filing that he was talking with financial advisors and stakeholders about taking the debt-heavy resort company private to help solve its "significant liquidity challenges," Lichter said in a preliminary nonbinding proposal to Hall of Fame Resort's board in October. Shares of Hall of Fame Resort (Nasdaq: HOFV) were up more than 20% to 86 cents a share in noontime trading on Thursday as investors bought into the 90-cent-a-share acquisition price. Sign up for the Business Journal's free daily newsletter to receive the latest business news impacting Cleveland.
Yahoo
08-05-2025
- Business
- Yahoo
Hall of Fame Resort & Entertainment Company Enters into Definitive Agreement for Going Private Transaction
CANTON, Ohio, May 8, 2025 /PRNewswire/ -- 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." Transaction Details The transaction is subject to customary closing conditions and approvals, including approval of holders of a majority of the Company's common stock. In addition, the transaction is also conditioned on (i) the Investor's receipt of $20 million in financing, (ii) prior or concurrent consummation of the Lease Restructuring, (iii) prior or concurrent consummation of additional project level financing in an aggregate amount not less than $125 million, and (iv) obtaining certain third-party consents, including certain consents on terms at the discretion of Investor. The transaction contemplates the Company engaging in a sale and leaseback transaction with IRG relating to certain properties that are not included in the Lease Restructuring. Upon completion of the transaction, the Company's common stock and warrants will no longer be listed on any public stock exchange. Further information regarding terms and conditions contained in the definitive transaction agreements will be made available in the Company's Current Report on Form 8-K, which the Company expects to file on or before May 11, 2025. Advisors Wedbush Securities Inc. is serving as exclusive financial advisor to the Special Committee and provided a fairness opinion. Brown Gibbons Lang is serving as exclusive financial advisor to IRG and its affiliates in this transaction. Hunton Andrews Kurth LLP is serving as legal counsel to the Special Committee. Bryan Cave Leighton Paisner LLP is serving as legal counsel to IRG. About Hall of Fame Resort & Entertainment Company Hall of Fame Resort & Entertainment Company (NASDAQ: HOFV, HOFVW) is a resort and entertainment company leveraging the power and popularity of professional football and its legendary players in partnership with the Pro Football Hall of Fame. Headquartered in Canton, Ohio, Hall of Fame Resort & Entertainment Company is the owner of the Hall of Fame Village a multi-use sports, entertainment and media destination centered around the Pro Football Hall of Fame's campus. Additional information on the Company can be found at 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, operates a portfolio containing over 150 properties in 31 states with over 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, solving some of America's most difficult real estate challenges. Learn more at Additional Information about the Transaction and Where to Find It This communication relates to the proposed transaction involving Hall of Fame Resort & Entertainment Company (the "Company"). In connection with the proposed transaction, the Company will file with the Securities and Exchange Commission (the "SEC") a proxy statement, a definitive version of which will be mailed or otherwise provided to its stockholders entitled to vote at the special meeting relating to the proposed transaction. The Company and affiliates of the Company intend to jointly file a transaction statement on Schedule 13E-3 (the "Schedule 13E-3"). The Company may also file other documents with the SEC regarding the potential transaction. This communication is not a substitute for the proxy statement or any other document that the Company may file with the SEC or send to its stockholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, THE COMPANY'S STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT AND THE SCHEDULE 13E-3 IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AND ANY OTHER DOCUMENTS FILED WITH THE SEC AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the proxy statement, the Schedule 13E-3 and other documents that the Company files with the SEC (when available) from the SEC's website at and the Company's website at In addition, the proxy statement, the Schedule 13E-3 and other documents filed by the Company with the SEC (when available) may be obtained from the Company free of charge by directing a request to the Company's Investor Relations at Participants in the Solicitation The Company and certain of its directors, executive officers and employees may be deemed to be participants in the solicitation of proxies from the Company's stockholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed to be participants in the solicitation of the stockholders of the Company in connection with the proposed transaction, including a description of their respective direct or indirect interests, by security holdings or otherwise will be set forth in the proxy statement and Schedule 13E-3 and other materials to be filed with the SEC. You may also find additional information about the Company's directors and executive officers in the Company's Annual Report on Form 10-K, which was filed with the SEC on March 26, 2025 (the "Annual Report") and in other documents filed by the Company with the SEC. To the extent holdings of securities by potential participants (or the identity of such participants) have changed since the information printed in the Annual Report, such information has been or will be reflected in the Company's Statements of Change in Ownership on Forms 3 and 4 filed with the SEC. You can obtain free copies of these documents from the Company using the contact information above. Cautionary Note Regarding Forward-Looking Statements This communication contains forward-looking statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or the Company's future financial or operating performance. All statements other than statements of historical facts contained in this communication, including statements regarding the proposed transaction and its expected timing, completion and effects, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as "anticipates," "believes," "estimates," "expects," "plans," "potential," "will," or the negative of these words or other similar terms or expressions that concern the Company's expectations, strategy, plans or intentions. Readers are cautioned that these forward-looking statements are only predictions and may differ materially from actual future events or results due to a variety of factors. Important factors that could cause actual outcomes or results to differ materially from the forward-looking statements include, but are not limited to, (a) the ability of the parties to consummate the proposed transaction in a timely manner or at all; (b) the satisfaction (or waiver) of closing conditions to the consummation of the proposed transaction; (c) potential delays in consummating the proposed transaction; (d) the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed transaction that could delay the consummation of the proposed transaction or cause the parties to abandon the proposed transaction; (e) the possibility that the Company's stockholders may not approve the proposed transaction; (f) the ability of the Company to timely and successfully achieve the anticipated benefits of the proposed transaction; (g) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement; (h) the Company's ability to implement its business strategy; (i) significant transaction costs associated with the proposed transaction; (j) the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (k) potential litigation relating to the proposed transaction; (l) the risk that disruptions from the proposed transaction will harm the Company's business, including current plans and operations; (m) the ability of the Company to retain and hire key personnel; (n) the ability of the Company to continue to borrow funds from an affiliate of IRG to finance the Company's operations prior to closing; (o) the ability of the Investor to obtain financing specified in the Merger Agreement; (p) the Company's satisfactory negotiation and entry into a definitive agreement for the Lease Restructuring; (q) potential adverse reactions or changes to business relationships of the Company with its customers, suppliers and others with whom it does business, or on its operating results and business generally resulting from the announcement or completion of the proposed transaction; (r) legislative, regulatory and economic developments affecting the Company's business; (s) general economic and market developments and conditions; (t) the legal, regulatory and tax regimes under which the Company operates; (u) potential business uncertainty, including changes to existing business relationships, during the pendency of the proposed transaction that could affect the Company's financial performance; (v) the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the Company's Common Stock; (w) restrictions during the pendency of the proposed transaction that may impact the Company's ability to pursue certain business opportunities or strategic transactions; and (x) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as the Company's response to any of the aforementioned factors. For information regarding other factors that could cause the Company's results to vary from expectations, please see the "Risk Factors" section of the Company's periodic report filings with the SEC, including but not limited to our Form 1 Form 10-K filed with the SEC on March 26, 2025 as well as other documents that may be filed by us from time to time with the SEC. These filings, as well as subsequent findings, are available on the investor relations section of the Company's website at or on the SEC's website at The statements in this communication represent our current beliefs, estimates and assumptions as of the date of this communication. Subsequent events and developments may cause our views to change. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this communication. View original content to download multimedia: SOURCE Hall of Fame Resort & Entertainment Company Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
