Agreements approved for Hall of Fame Village merger transactions

CANTON – The Stark County Port Authority and the Canton City School District recently approved consent agreements related to the Hall of Fame Resort & Entertainment Co.’s plan to go private.

The entertainment company, which has been trading on the over-the-counter (OTC) market for less than $1, operates the Hall of Fame Village development around the Pro Football Hall of Fame. In May, the company announced plans to resolve its financial troubles by merging with a private company.

On Nov. 20, the port authority board gave its consent as a lender for the Hall of Fame Resort to proceed with the transaction. The port authority, an economic development entity, loaned the Village $5 million from a revolving loan fund in 2022 and amended the amount to $5.52 million in 2024.

Michael Naso, the port authority secretary and the director of economic development for the Stark Economic Development Board, said the Village has met its loan repayment obligations but not other provisions, such as consulting the lender on a potential change in ownership or additional debt. The termination of the water park property lease and liens filed on that property also constitute a default.

“We’re acknowledging those instances, and we’re waiving those defaults,” he said. “We’re not going to pursue any remedies under the original or amended loan agreements.”

Naso said he’s not aware of any additional agreements related to the Hall of Fame Resort’s merger that would need port authority approval. The board approved a proposed restructuring of the Tom Benson Hall of Fame Stadium lease at its October meeting.

Canton City Schools, which owns the land, and the port authority, which owns the stadium, both gave their consent to lease the stadium to HFAKOH001.

HFAKOH001, a limited liability company and affiliate of Blue Owl Real Estate Capital, will take the place of HOF Village Stadium, a subsidiary of the Hall of Fame Resort. HFAK is then expected to lease the property back to a Village entity.

The school district and port authority were asked to consent “in connection with a now-proposed business transaction whereby, among other things, HFAK expects to become the owner of the HOFVS Leasehold Property and the fee interests of other properties of the HOFV Company within the Development …” The consent agreements do not provide additional details about the proposed business transaction.

The stadium lease change is not expected to affect operations there, according to discussions during the port authority and school board meetings.

“The agreement in no way impacts our rights to use the stadium,” Canton Superintendent Jeff Talbert said in an email.

Messages sent to the Village and Blue Owl representatives were not returned. Blue Owl’s affiliate already owns the water park development site on George Halas Drive NW, which the global company purchased along with pledged collateral for a total of $50 million. It was leased back to the Village until October 2024, when HFAK terminated the lease for $2.6 million in unpaid rent, interest and late fees.

When the merger agreement was announced, the Hall of Fame Resort reported that it had a letter of intent from the water park owner “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 merger would take the company private under HOFV Holdings LLC, a company affiliated with developer Stuart Lichter’s Industrial Realty Group. It took two attempts to secure shareholder approval, and the termination date of the merger agreement has been repeatedly pushed back.

The deal had a deadline of Sept. 17 — and then Sept. 30, Oct. 17 and Oct. 31. The holdup, cited in U.S. Securities and Exchange Commission filings, has been a lack of consent from creditors to exchange 8% convertible notes for equity in HOFV Holdings LLC.

The most recent SEC filings have not provided a new termination date for the merger agreement or any indication that it has been terminated or completed. On Nov. 17, the company notified the SEC that its quarterly report would not be filed on time.

“As a result of the company’s resource limitations and employee turnover, along with management’s focus on the merger, the company is unable to file its quarterly report on Form 10-Q for the period ended September 30, 2025, within the prescribed time period or within the five day extension period permitted by the applicable rules of the commission without unreasonable effort or expense,” it stated.