Gordon Pointe GPAQU = 1C, 1W
HFOV
June 2020 - Following such redemptions, the Company has 2,873,444 public shares outstanding.;
4,082,290 common in float if no redemptions. Not announced.
Close July 15
1.42 new shares hofv per gpaq.
1 W + 11.50 buys 1.42 hofv.
$8/share
leverage.
On June 15, 2020, Gordon Pointe Acquisition Corp. (the “Company”) issued a press release announcing that the Company elected to extend the deadline to consummate its proposed business combination with HOF Village, LLC (“HOFV”) to July 15, 2020. In connection with such extension, on June 12, 2020, the Company’s sponsor contributed to the Company $0.04 for each of the Company’s public shares outstanding, for an aggregate contribution of $114,937.76, which amount was deposited into the Company’s trust account established in connection with the Company’s initial public offering.
The press release also announced that GPAQ’s shareholders may participate telephonically in the special meeting to approve the proposed business combination with HOFV, which is scheduled for June 30, 2020 at 10:00 A.M. Eastern. Shareholders of the Company may participate in the call by dialing 1-646-558-8656 and Entry Code: 798-121-0979 and Password: 882333.
Upon completion of the Business Combination, current GPAQ stockholders who do not exercise their redemption rights will receive 1.421333 shares of Holdings Common Stock to replace each one of their existing shares of GPAQ Class A common stock and current holders of Class F common stock will receive one share of Holdings Common Stock to replace each one of their existing shares of GPAQ Class F common stock, as applicable (collectively, “GPAQ Common Stock”). The outstanding GPAQ warrants, by their terms, will be cancelled and exchanged for Holdings’ warrants to purchase 1.421333 shares of Holdings Common Stock per warrant. Holders of Newco’s membership interests as of the Closing (the “Newco Holders”), will receive shares of Holdings Common Stock.
The outstanding GPAQ warrants, by their terms, will be cancelled and exchanged for Holdings’ warrants to purchase 1.421333 shares of Holdings Common Stock per warrant. Holders of Newco’s membership interests as of the Closing (the “Newco Holders”), will receive shares of Holdings Common Stock (Proposal No. 1).
$10 common + $7 post div.
1 w + 11.50 =1.42 = $8
No minimum cash to close
On May 11, 2020, the Company issued a press release announcing that if the Extension is approved, the Company’s will increase the amount being contributed to the trust account established in connection with the Company’s initial public from $0.03 to $0.04 for each share of the Company’s common stock issued in its initial public offering (each, a “Public Share”) that is not redeemed in connection with the stockholder vote to approve the extension of the deadline to June 15, 2020, plus the Company is increasing the additional amount being contributed to the trust account if the Company elects to further extend the deadline for 30 days from $0.03 to $0.04 per Public Share. The Contribution will increase the pro rata portion of the funds available in the trust account from approximately $10.76 per Public Share to approximately $10.84 per Public Share. The Contribution is conditioned upon the implementation of the Extension. If the Extension is implemented, the Company’s sponsor will make the initial Contribution on or before May 14, 2020 and, if the Company elects to further extend the deadline for an additional 30 days, the second Contribution will be deposited in the trust account within two business days prior to the beginning of such 30-day period.
1 Wt + $11.50. Call 18. Can call cashless.
1/24/20 extended Feb 29 with option to extend 30 days further. Trust will be ~10.64 & 10.69
Following such redemptions, approximately 8,042,536 public shares will remain issued and outstanding.
$0.033 for each public share that is not redeemed in connection with the stockholder vote to approve the extension of the deadline to complete an initial business combination to February 29, 2020, plus, $0.033 for each public share that is not redeemed if the Company elects to further extend the deadline to complete a business combination beyond February 29, 2020 for an additional 30 days. The Company intends to use the amounts loaned by the sponsor to deposit in the Company’s trust account. Accordingly, the Company’s sponsor will contribute an aggregate of $265,403.69 (the “Contribution”) to the Company within two business days prior to the beginning of such 30-day period (or portion thereof), other than the first Contribution which is being made on January 24, 2020. If the Company takes the full time through the Extended Date to complete an initial business combination, the redemption price per share at the meeting for such business combination or the Company’s subsequent liquidation will be approximately $10.67 per share.
Trust = $10.10. - $10.12 at March 31 2018. ~ $126mm. U.S.-based trust account. Continental trustee.
Deadline 18 mo. Closed Jan 30, 2018. Dropdead July 29, 2019
Gordon Pointe Management
B Riley
Fintech - financial services technology sector or related financial services or technology sectors. In particular, we will seek target businesses that are innovative in the financial services industry with particular emphasis on businesses that provide data processing, transactional and data security, transaction processing services, securities settlement and payment processing services. We believe cyber security risks, particularly those related to financial services, are increasing exponentially and that technology to address these risks presents opportunities for our company.
Mr. James J Dolan has over 40 years of operating and investing experience in the financial services and technology industries. He is currently the Chairman and CEO of Voyager, his family office and holding company, which owns and operates a diversified group of companies in the technology, financial services, real estate, aviation and natural resources industries. Mr. Dolan also serves as the CEO and Managing Director of a number of Voyager’s portfolio companies. Mr. Dolan is also the Chairman and CEO of Ascent Data, which he formed in 2009 and which is a provider of cloud computing services to financial and legal firms. He was a senior executive and shareholder of Federated Investors, Inc. (NYSE: FII), a multi-billion dollar global asset manager, for 19 years, from 1978 through 1997, including President of Federated Services Company, where he was responsible for technology, software, marketing, fund administration, client services, custody and shareholder services for over 100 domestic and international investment companies with operations in the U.S., Ireland, Cayman Islands and Luxembourg. There he was responsible for significant business units, including fund administration services, shareholders services, trade execution and settlement services for bank trust departments, and retirement plan and trustee services. He also served as Chairman and CEO of, Federated Bank & Trust, a state chartered bank which acted as trustee for Federated investment vehicles and provided services to Federated clients. He was also responsible for developing and implementing innovative computer systems and trade execution and clearance systems for the financial services industry. Following Federated, Mr. Dolan formed Access Data Corp., a SaaS company providing enterprise-wide data management, analysis and reporting for the financial services industry, including a suite of comprehensive data and reporting solutions covering mutual fund assets and ETF assets. In 2009, he led the sale of Access Data to Broadridge Financial Solutions (NYSE:BR), a global FinTech company providing investor communications and technology-driven solutions to banks, broker-dealers, mutual funds and corporate issuers. Mr. Dolan is currently a director and founding shareholder of TriState Capital Holdings (NASDAQ:TSC), a commercial bank in Pittsburgh, Pennsylvania with total assets of $4.4 billion, which went public in May 2013. He is also a board member of Chartwell Investment Partners, an asset management firm with $8.2 billion in assets under management and a subsidiary of TriState. Mr. Dolan is also a founding board member and investor at Plan Member Financial Corporation, a provider of retirement planning services to non-profit and for-profit employers and their employees.