M&A - Hall of Fame Resort & Entertainment Co

Form Type: SC 13E3/A

Filing Date: 2025-07-11

Corporate Action: Merger

Type: Update

Accession Number: 000121390025063348

Filing Summary: This document is an amendment to the Transaction Statement filed by Hall of Fame Resort & Entertainment Company and associated entities regarding a merger deal originally set forth in the Merger Agreement dated May 7, 2025. The amendment, filed in compliance with Rule 13e-3 under the Securities Exchange Act of 1934, outlines that the filing persons own approximately 22.1% of the common stock of the company. The amendment does not alter the information presented in the original filing but incorporates it by reference, indicating that this is part of a going-private transaction. The filing includes preliminary proxy materials, previous press releases, and other related documentation and is intended to solicit approval from the shareholders for the merger.

Form Type: PREM14A

Filing Date: 2025-07-01

Corporate Action: Merger

Type: New

Accession Number: 000114036125024254

Filing Summary: Hall of Fame Resort & Entertainment Company (HOFRE) is conducting a Special Meeting of stockholders to propose the adoption of an Agreement and Plan of Merger, dated May 7, 2025, for the merger with HOFV Holdings, LLC and Omaha Merger Sub, Inc. If approved, HOFRE will become a wholly owned subsidiary of HOFV Holdings. Each share of HOFRE Common Stock will be converted into $0.90 in cash, which represents a 28.6% premium to the closing price prior to the announcement of the merger. The meeting will also address executive compensation tied to the merger and potential adjournments to gather additional proxies. A recommendation from the Special Committee supports the merger as fair and in the best interest of shareholders. If completed, HOFRE will transition to a privately held entity. Appraisal rights for dissenting shareholders are available, according to Delaware law.

Form Type: SC 13E3

Filing Date: 2025-07-01

Corporate Action: Merger

Type: New

Accession Number: 000121390025059964

Filing Summary: Hall of Fame Resort & Entertainment Company is filing this Transaction Statement under Section 13(e) of the Securities Exchange Act in connection with the Agreement and Plan of Merger dated May 7, 2025. The merger involves Hall of Fame Resort & Entertainment Company merging with Omaha Merger Sub, Inc., a wholly-owned subsidiary of HOFV Holdings, LLC. Upon completion of the merger, all shares of the Company's common stock, except those designated as Excluded Shares, will be converted into cash for $0.90 per share. This transaction is aimed at moving the company private, ceasing its public stock trading, and involves a preliminary proxy statement seeking shareholder approval for the merger. A special committee of independent directors has reviewed the proposal and recommended its approval, finding the terms fair to unaffiliated shareholders. The merger requires the approval of a majority of the voting shares entitled to vote. The filing also includes reference to attached documents such as a proxy statement and a detailed merger agreement, focusing on the benefits and steps necessary for shareholders and the company in the context of the merger.

Form Type: 8-K

Filing Date: 2025-05-29

Corporate Action: Merger

Type: Update

Accession Number: 000121390025048906

Filing Summary: On May 27, 2025, Hall of Fame Resort & Entertainment Company (the 'Company') executed a Seventh Amendment to their Note and Security Agreement, increasing the facility amount from $10 million to $12 million, allowing for an additional $2 million request for general corporate purposes. This amendment was made with CH Capital Lending, LLC, an affiliate of director Stuart Lichter. Separately, on May 22, 2025, Vice President of Accounting John Van Buiten announced his intent to resign effective either five business days post-merger with HOFV Holdings, LLC, or August 31, 2025. His resignation was not due to any disagreement with the Company or its Board of Directors.

Form Type: 10-Q

Filing Date: 2025-05-13

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025042648

Filing Summary: Hall of Fame Resort & Entertainment Company reported a significant financial report for the quarter ending March 31, 2025, detailing accumulated losses of $288.9 million. The Company experienced net losses of $15.1 million for the quarter, with total revenues of approximately $2.9 million and operating expenses of around $11.3 million. Cash and restricted cash totaled approximately $4.5 million at the end of the period, down from $6.9 million previously. The Company also received a proposal from IRG related to a potential acquisition, prompting the formation of a Special Committee to review the proposal. Additionally, the Company is facing financial pressure, needing to raise capital to meet obligations that amount to roughly $117 million due by March 31, 2026, and has indicated substantial doubt about its ability to continue as a going concern. The document includes detailed financial statements, management discussions, and notes on significant accounting policies.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-05-12

Corporate Action: Merger

Type: Update

Accession Number: 000121390025042194

Filing Summary: This document amends the initial Schedule 13D and details the Agreement and Plan of Merger entered into by Hall of Fame Resort & Entertainment Co with HOFV Holdings, LLC and Omaha Merger Sub, Inc. on May 7, 2025. The Merger Agreement establishes that upon closing, the issuer will merge with Merger Sub, with the issuer becoming a wholly-owned subsidiary. Each outstanding share of common stock will convert into $0.90 in cash. It outlines the treatment of warrants and restricted stock unit awards, the conditions for merger completion, and termination rights within the agreement. Conditions include stockholder approval and ensuring no laws prohibit the merger. The document also notes that if the merger is completed, shares will be delisted from Nasdaq. Additionally, a voting agreement is in place among stockholders to support the merger. This amendment functions to update and supplement past filings regarding the issuer's ownership interests and transaction details.

Form Type: 8-K

Filing Date: 2025-05-08

Corporate Action: Merger

Type: New

Accession Number: 000121390025041134

Filing Summary: Hall of Fame Resort & Entertainment Company entered into an Agreement and Plan of Merger with HOFV Holdings, LLC and Omaha Merger Sub, Inc. on May 7, 2025. The agreement stipulates that at the effective time, Merger Sub will merge with the Company, which will survive as a wholly owned subsidiary of Parent. Each outstanding share of the Company's common stock will be converted into cash of $0.90 per share. Shares held in treasury and by Buyer Parties will be canceled without payment. Additionally, preferred stocks will also be canceled without consideration. Holders of restricted stock units will receive cash equal to the number of shares times the merger consideration. Public Warrants will convert to rights for the merger consideration unless exercised before the merger. Conditions for the merger include majority approval from stockholders, among others. The agreement includes a termination clause and outlines representations, warranties, and covenants for all parties involved. A Voting Agreement has been executed with stockholders agreeing to vote in favor of the merger. Shares and Warrants will be delisted from Nasdaq upon consummation of the merger.

Form Type: DEFA14A

Filing Date: 2025-05-08

Corporate Action: Merger

Type: New

Accession Number: 000121390025041138

Filing Summary: On May 7, 2025, Hall of Fame Resort & Entertainment Company entered into an Agreement and Plan of Merger with HOFV Holdings, LLC and Omaha Merger Sub, Inc. The merger will involve transforming Hall of Fame Resort into a wholly owned subsidiary of HOFV Holdings, with shareholders receiving $0.90 in cash per share of common stock. Certain shares will be canceled without compensation, while outstanding restricted stock units will be converted into cash based on the merger consideration. Existing warrants will also be adjusted to allow for a conversion into cash under specific terms. Approval from a majority of shareholders is required for the merger to proceed, with completion contingent on various customary conditions. The agreement also includes provisions for termination rights and restrictions on soliciting alternative acquisition proposals until the merger's conclusion. If successful, this merger would lead to the delisting of the Company's common stock and warrants from the Nasdaq.