GORDON POINTE ACQUISITION CORP. Item 7.01 Regulation FD Disclosure.
Attached as Exhibit 99.l to this Current Report and incorporated into this Item
7.01 by reference is the investor presentation dated
The investor presentation attached hereto replaces and supersedes the investor
presentation previously furnished by GPAQ as an exhibit to GPAQ's Current Report
on Form 8-K filed on
The information in this Current Report and Exhibit 99.1 attached hereto is being furnished pursuant to Item 7.01 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report will not be deemed an admission as to the materiality of any of the information in this Item 7.01, including Exhibit 99.1.
Additional Information
In connection with the proposed business combination between GPAQ and HOFV, GPAQ
has filed with the SEC Amendment No. 3 to Definitive Proxy Statement on
Forward-Looking Statements
Certain statements made herein are "forward-looking statements" within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements may be identified by the use of
words such as "anticipate", "believe", "expect", "estimate", "plan", "outlook",
and "project" and other similar expressions that predict or indicate future
events or trends or that are not statements of historical matters. Such
forward-looking statements include timing of the proposed merger; the business
plans, objectives, expectations and intentions of the parties once the
transaction is complete, and Holding's, the Company's and HOFV's estimated and
future results of operations, business strategies, competitive position,
industry environment and potential growth opportunities, relating to the
acquired business. These forward-looking statements reflect the current analysis
of existing information and are subject to various risks and uncertainties. As a
result, caution must be exercised in relying on forward-looking statements. Due
to known and unknown risks, our actual results may differ materially from our
expectations or projections. The following factors, among others, could cause
actual results to differ materially from those described in these
forward-looking statements: the impact of the Coronavirus on GPAQ and HOFV, the
occurrence of any event, change or other circumstances that could give rise to
the termination of the Merger Agreement and the proposed transaction
contemplated thereby; the inability to complete the transactions contemplated by
the Merger Agreement due to the failure to obtain approval of the stockholders
of the Company or other conditions to closing in the Merger Agreement; the
outcome of any legal proceedings that have been, or will be, instituted against
the Company or other parties to the Merger Agreement following announcement of
the Merger Agreement and transactions contemplated therein; the ability of
Holdings to meet NASDAQ listing standards following the merger and in connection
with the consummation thereof; the failure to obtain the financing arrangements
necessary to complete the development of the project; the failure to achieve the
assumptions underlying certain of the financial projections included within the
investor presentation including, among others, securing the timely financing
for, and achieving construction of, the second phase of the project within
assumed time and financial budget, and achieving expected attendance and
occupancy rates; risks that the proposed transaction disrupts current plans and
operations and the potential difficulties in employee retention as a result of
the announcement of the Merger Agreement and consummation of the transaction
described therein; costs related to the proposed merger and the impact of the
substantial indebtedness to be incurred to finance the consummation of the
merger; changes in applicable laws or regulations; the ability of the combined
company to meet its financial and strategic goals, due to, among other things,
competition, the ability of the combined company to grow and manage growth
profitability, maintain relationships with customers and retain its key
employees; the possibility that the combined company may be adversely affected
by other economic, business, and/or competitive factors; and other risks and
uncertainties described herein, as well as those risks and uncertainties
discussed from time to time in other reports and other public filings with the
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Use of non-GAAP Financial Measures
The investor presentation includes non-GAAP financial measures of the combined company including forward-looking projections of adjusted EBITDA and annualized run-rate EBITDA. In the investor presentation, "EBITDA" means net income (loss) before interest expense, income taxes and depreciation and amortization. "Adjusted EBITDA" means EBITDA adjusted for items that are not part of regular operating activities, including acquisition related expenses, profit interest expense and founder's fee (both of which will cease following closing of the merger) and other non-cash items such as non-cash-unit based compensation, losses on disposal of property, losses from discontinued operations and individually significant disposals and expenses related to tax changes. Adjusted EBITDA does not represent, and should not be considered as, an alternative to net income or cash flows from operations, each as determined in accordance with GAAP. "Annualized run-rate EBITDA" means "EBITDA" projected over an annualized period. We have presented forward-looking projections of adjusted EBITDA and annualized run-rate EBITDA in the investor presentation because we consider them key measures used by the combined company management to understand and evaluate the combined company's operating performance and trends, to prepare and approve the combined company's annual budget and to develop short-term and long-term operational plans, and believe that those measures are frequently used by analysts, investors and other interested parties in the evaluation of companies. Other companies may calculate adjusted EBITDA and annualized run-rate EBITDA differently than we do. HOFV and GPAQ are unable to reconcile the forward-looking projections of EBITDA and adjusted EBITDA and annualized run-rate EBITDA to their nearest GAAP measures because the nearest GAAP financial measures are not accessible on a forward-looking basis.
Participants in the Solicitation
The Company, Holdings, HOFV, Newco and their respective directors, executive
officers and other members of their management and employees, under
Non-Solicitation
This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 99.1 Investor Presentation datedMay 29, 2020 2
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