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

Executive summary

• A special meeting will be held for shareholders to vote on a merger agreement under which the company will be acquired and taken private by affiliates of Industrial Realty Group (IRG), with each common share converted into $0.90 in cash, a 28.6% premium to the pre-announcement price.

• The board, following a special committee's unanimous recommendation, determined the merger is fair and in the best interests of shareholders, especially unaffiliated holders, and recommends voting in favor.

• The merger is structured as a “going private” transaction; if completed, the company will be delisted and deregistered, and public shareholders will lose future participation in the company.

• If the merger is not completed, the company faces significant liquidity and going concern risks, with potential bankruptcy or asset liquidation possible.

Voting matters and shareholder proposals

• Shareholders are asked to vote on: (1) approval of the merger agreement, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) adjournment of the meeting if more votes are needed.

• Approval of the merger requires a majority of outstanding shares; the compensation and adjournment proposals require a majority of votes cast.

• Certain major shareholders, including IRG affiliates, have entered into a voting agreement to support the merger.

• Dissenting shareholders who do not vote in favor and comply with Delaware law may seek appraisal rights for the fair value of their shares.

Board of directors and corporate governance

• The board formed a special committee of independent directors to evaluate the transaction, which retained independent legal and financial advisors.

• Stuart Lichter, an IRG executive and company director, recused himself from deliberations due to a conflict of interest.

• The board and special committee considered alternatives, including bankruptcy, and concluded the merger was the best available option.