Hall of Fame Resort & Entertainment (HOFV) Proxy Filing summary

Executive summary

• A definitive merger agreement was signed for a going-private transaction, with all outstanding common shares (not owned by affiliates) to be acquired for $0.90 per share in cash, subject to customary closing conditions and approvals, including stockholder approval.

• The transaction was unanimously recommended by a special committee of independent directors and approved by the board, with a fairness opinion provided by Wedbush Securities.

• The deal is contingent on the investor securing $20 million in financing, completion of a lease restructuring, and at least $125 million in additional project-level financing.

• Upon completion, the company will be delisted from Nasdaq and become privately held, with strategic flexibility and additional working capital expected.

Voting matters and shareholder proposals

• A voting agreement was executed with key shareholders, obligating them to vote in favor of the merger and related transactions, unless they pursue or recommend a superior alternative transaction.

• The proxy statement and Schedule 13E-3 will be filed with the SEC, and stockholders are urged to read these documents before voting.

Board of directors and corporate governance

• The special committee, composed solely of independent and disinterested directors, led the negotiation and recommendation of the merger.

• The board unanimously approved the merger and recommended it to stockholders.

• Upon closing, directors and officers requested by the buyer will resign, and the surviving corporation's board will be composed of the buyer's designees.