Hall of Fame Resort to go private in acquisition deal

CANTON, Ohio - Hall of Fame Resort & Entertainment Company, known for its football-centric entertainment offerings, has agreed to a takeover by HOFV Holdings, LLC, an affiliate of Industrial Realty Group, LLC. The transaction will result in the company’s transition to a private entity.

The acquisition will see HOFV Holdings, LLC purchasing all outstanding shares of the company’s common stock not already owned by IRG and its affiliates at $0.90 per share in cash, representing a premium to the current market price of $0.70. InvestingPro’s Fair Value analysis suggests the company is currently undervalued, though the stock has declined nearly 78% over the past year. The decision was unanimously endorsed by a Special Committee of independent directors and subsequently approved by the company’s Board of Directors, who have recommended the move to the shareholders.

In addition to the merger agreement, the company has also signaled intentions to restructure its lease agreements for various properties, including a waterpark, hotel, and stadium. These changes aim to facilitate the resumption of construction projects that have been on hold.

The transaction is subject to several conditions, including the approval of the company’s common stockholders, the securing of $20 million in financing by the Investor, and the completion of the Lease Restructuring. The deal also hinges on additional project-level financing of no less than $125 million and obtaining certain third-party consents.

Upon the transaction’s completion, the company’s common stock and warrants will be delisted from public stock exchanges. Detailed terms will be disclosed in the company’s Current Report on Form 8-K, expected to be filed by May 11, 2025.

Michael Crawford, President and CEO of Hall of Fame Resort & Entertainment Company, expressed that privatization would provide strategic flexibility and additional working capital to invest in the company’s growth.

Wedbush Securities Inc. and Brown Gibbons Lang are serving as financial advisors to the Special Committee and IRG, respectively, while Hunton Andrews Kurth LLP and Bryan Cave Leighton Paisner LLP are providing legal counsel.

This announcement is based on a press release statement from Hall of Fame Resort & Entertainment Company.

In other recent news, Hall of Fame Resort & Entertainment Co announced the resignation of Michael Crawford, the company’s President, Chief Executive Officer, and Chairman of the Board. Crawford’s resignation, effective March 12, 2025, is due to his decision to pursue another career opportunity, and the company clarified that his departure is not related to any disagreements over company operations or policies. He will remain with the company until May 18, 2025, receiving a retention bonus totaling $300,000, paid in increments. After his tenure, Crawford will transition to a consulting role until August 18, 2025, working up to 10 hours per week at a rate of $500 per hour. During this consulting period, he will not be eligible for company benefits. The company has initiated a search for Crawford’s successor, emphasizing its commitment to leadership continuity. Additionally, Crawford’s agreement includes non-competition, non-solicitation, and confidentiality clauses, restricting him from competitive business engagements for six months post-consultancy. These developments reflect significant executive changes at Hall of Fame Resort & Entertainment Co.

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