ANNE THOMPSON: Hello and welcome.

I'm Anne Thompson, and I'm thrilled to have you join us for this special panel discussion on the Dayton Arcade: Waking the Giants.

We're coming to you from the ThinkTV studios in downtown Dayton with a live audience.

[applause] Stay tuned, as will unravel the compelling narrative of the Dayton Arcade's remarkable transformation over the past four years.

The documentary, a testament to community resilience and visionary leadership, unfolds the story from a neglected space in 2019 to a vibrant hub of creativity in 2023.

VO: When is a building more than a building?

When it's so loved, people won't let it die.

When it becomes a landmark, an enduring icon.

When its revival can't be stopped by a global pandemic, by broken supply chains, by delay after delay.

When it's more than just a space, it's a place where history is honored, where learning happens, where art matters, and entrepreneurial dreams are born, where a community gathers and celebrates.

This is a place with a story, our story.

When is a building more than a building?

When it's the Dayton Arcade.

[applause] ANNE THOMPSON: Let's introduce the panelists.

First of all, Richard Wonderling, the writer, director, producer and the creative force behind the documentary.

Thank you so much for being here.

RICHARD WONDERLING: Thank you.

ANNE THOMPSON: Dayton City Manager Shelley Dickstein and one of the creative and, you know, helping to transform the urban core.

Thanks for being here.

Also, Dave Williams, the project lead in person who just had to keep on this project so it kept going, which was a really big job.

We really appreciate you being here.

Thanks to all of you.

And then throughout this panel discussion, we'll be seeing video clips to kind of give you a glimpse into the Arcade journey.

You know, this really is a transformation.

And Bruce Katz, who is nationally known, an urbanist, said, "The Dayton Arcade is the most transformative project in America."

Just how far has this transformation come?

Well, this clip from Arcade Number Three puts it in perspective.

VO: In 2019, the Arcade was a mess.

But in late summer of 2023, a day at the Arcade looked like this.

It's 7:30 a.m., and many of the Arcade's 217 residents are up and preparing for the day.

Soon the information workers start arriving at the hub.

130 separate companies have a presence here.

The first wave of students from the University of Dayton arrive around 9:30.

Over 400 students will attend classes here today.

And in the area known as the tank, aspiring entrepreneurs engage with seasoned business people, learning tips and techniques, and making connections.

Upstairs in the Cross Street Office, Dave Williams is on a zoom call reviewing construction milestones for the North Arcade project.

That transformation is underway.

New retail and hospitality space is taking shape.

Office space in the Arcade filled quickly.

The demand for more space meant building out the third floor.

Today, this area, known as the Upper Deck, features a large classroom that overlooks the rotunda and 40 new offices.

On the first floor, The Contemporary is hosting artist talks like this one by Harvard professor and former photography critic of The New York Times Magazine, Teju Cole.

Visitors also take in a new installation by Dayton artist Amy Lynn Powell.

So much is happening in the Arcade.

It's a place for dreamers, doers, and makers.

[applause] ANNE THOMPSON: Back here in the studio with our esteemed panelists here.

And Dave, we're going to start with you.

What may be kind of a difficult question, but you can handle it.

So summarize your journey since 2018.

What's it been like?

DAVE WILLIAMS: A lot of fun.

No, I mean, it's -- I guess the fun part about it is how much everybody appreciates it, and it's a once in a lifetime opportunity.

The project that has, I call it the most emotional building in Dayton, Ohio.

And it just proves, I mean, just the people here and the stories and the people that have met there and the businesses that have opened and closed and why that happened and why it didn't happen, the challenges that we've had through the project, with all the the unknowns, i.e., a pandemic here and there.

Right?

So, um, it's just been a pretty cool journey, I guess.

ANNE THOMPSON: What about you, Shelley?

I mean, you've watched this for years.

You know, at one point, maybe it was going to be sold on eBay.

It was saved.

You know, what are your thoughts in seeing what's transformed here?

SHELLEY DICKSTEIN: There was a reason why I unexpectedly broke down when we were doing our closing.

It is very emotional for me because, you know, I've worked for this city for almost 30 years and we had all kinds of fits and starts and fits and starts and promises that couldn't get to the finish line.

And so when we had this opportunity, I think it's what really spurred on, you know, me to be extra tenacious, to make sure that this project had the best chance of succeeding.

And for me to see this, as Dave said, it is the most beloved set of buildings in the region.

And I remember going to the first Holly Days and watching young families with small children running in excitedly into the rotunda and going in and talking to elders who were emotional because they never thought they would ever live to see this opportunity again.

It just brings it all right back home.

ANNE THOMPSON: Yeah.

I can certainly see and hear it in your voice the emotion.

Richard, what about you?

I mean, you've been documenting this for years, like you mentioned to me that since November 28th, 2018, that's the day that you stepped inside the building.

What's the journey been like for you?

RICHARD WONDERLING: Right.

So over the course of these three documentaries, I've probably been at the Arcade, you know, well over 100 times gathering footage.

But I'll never forget that very first time, because I hadn't been there before.

I didn't really know what to expect.

And so I showed up with my camera.

I'm in the building.

It's dark, it's dank, it's cold.

I'm standing there in the middle of the rotunda, just having a moment, you know, just soaking it all in.

And in that vast space, I mean, you can feel enveloped in the stillness and the silence.

And it was a little bit eerie, to tell you the truth.

But then that moment was, was kind of shattered by these pigeons took flight and they're flying around and it's like, I guess I invaded their home at the time.

But what was interesting to me is you have this massive building, and that sound was the only sound of life in the entire place.

And contrast that image with what Shelley was talking about at Holly Days.

It's the same space, and over the course of those years it changed from that gray home of the pigeons to a great community center.

ANNE THOMPSON: Yeah, and I think what many people have noticed is it took a lot of teamwork.

You know, Dave, the city.

And we need to find out more about that in this next clip from Arcade One.

Let's take a look.

DAVE WILLIAMS: We had auctions going on on buildings, office towers in a block or so away from the Arcade, they were going for pennies on the dollar.

And so you have these investors coming in and saying, "How the heck is this thing ever going to have any value when I just saw an office tower over there sell for nothing?"

And actually that got one of our key lenders very nervous.

FRANCIS KERN MENNONE: Driving back and forth from Cincinnati as often as I did, many times I was on the telephone fixing what I thought was the current issue with PNC's lead council, Scott O'Neil.

SCOTT O'NEIL: As soon as possible, in the next day or two, if we're going to have it in time.

FRANCES KERN MENNONE: And we're sitting in traffic and a notification came up on my phone, which was a note from the pace funder saying, "We're out."

Scott kept wanting to talk about what he thought was an issue, what was an issue, until I read that note and I didn't want to express any concern, deal concern.

So I was suddenly having to make excuses.

"Yeah, Scott, this is not -- That issue will be fine.

We'll figure it out.

This is --" You know, I'm trying to say to him, "This is not an issue anymore.

We've got bigger problems."

DAVE WILLIAMS: Huge hit.

It's like, oh my gosh, what do we do?

It was craziness.

We had him replaced within days.

SHELLEY DICKSTEIN: But it lengthened the deal structuring probably by at least six months or more.

And so that's why the deal fatigue really started settling in, because by the time we closed, we had been at it for 18 months.

DAVE WILLIAMS: So, that's where the partnerships come in.

Without everybody being on board, without City Hall just saying we're in and we're going to make it happen, it doesn't happen.

So it's just you've got to be committed to it.

I mean, it's -- it's -- As you can see, you have to be absolutely passionate about what you're doing from our perspective, because it takes an amazing amount of drive to make this all happen.

[applause] ANNE THOMPSON: And it was the partnerships that helped drive this project forward.

Dave, I want to start with you and talk about, you know, we had this complicated financial structure that had to come together, the clock is ticking.

What were some specific ways that you were able to make this happen?

And also, I want to hear from you too, Shelley.

DAVE WILLIAMS: It is the partnerships, I mean, without a doubt, knowing that City Hall is behind us, knowing that, you know, we're in it and we've got a lot put together.

And it was in some ways almost too big not to happen.

I mean, once you started down this path, you know, you're having lots of conversations with lots of funders during the course of the time.

And you're putting together what we call capital stack, which at this point, I think was like 27 sources that were put together for phase one of this.

And when we're all done, we're going to be over probably close to 50 sources of financing with all the three phases.

But that's a lot of who we had at the table.

Bill Struever, our senior principal at Cross Street, knows a lot of people in this industry.

You don't play in this kind of arena and use the tools that we have with -- Without a big arsenal of phone calls that you can make to help solve for challenges that came about.

And what Francis was talking about was our pace funder, which was it was called Greenworks at the time and exactly what was happening right then, office towers were selling for pennies on the dollar, right?

And so for them to all of a sudden look at our marketplace and be confident that they could put money in a deal and feel, "Wow, this is a good idea," they had gotten an infusion of capital into their organization, and they got really squirmy and just said, "We're out."

Luckily, we had Twain.

Twain came in and said, "Hey, we're in."

And this was all within a week or two.

SHELLEY DICKSTEIN: [indiscernible] DAVE WILLIAMS: Oh, 100%.

Yes.

Yeah, yeah, yeah.

So it's 100% there.

I mean, you know, Shelley and I go back 30 years almost.

But, but you know, back in the Cannery days and everything that we did to make this place happen.

So our relationships, our confidence in each other and our confidence in the relationships, that we're all there, I think is what really brought it back together.

ANNE THOMPSON: Yeah, it sounds like at times it was a little stressful.

SHELLEY DICKSTEIN: Well, yeah.

I thought the Pace deal was what was going to be the nail in the coffin.

And we had had several before that.

But I want to go back to the public/private partnership because I think that Dayton back 30 years ago, before that phrase was even coined, the PPP, Dayton did a tremendous job of public/private partnerships because we know we don't have the resources to do it alone, that we have to be able to collaborate, and we have to develop truly meaningful and impactful public/private partnerships.

And this project, because of, first of all, we had a development team that was amazing.

They were very urban, very experienced.

You not only had Cross Street, you had Model Group, and you had McCormack Baron.

They'd all been doing projects in urban areas.

They're very, very creative and very successful.

Then we also had University of Dayton and the leadership of Dr. Eric Spina and his, you know, vision, you know, really was inspirational.

But that inspiration only gets you so far.

You know, we had a lot of challenges, a lot of conflict.

And what we did, though, was continue to pull those key stakeholders around the table when we had a problem.

You know, we didn't just talk about it on the phone.

We didn't jump on a Zoom.

We sat and looked at each other in the eyes, and we reminded one another what we were trying to achieve and why it was important.

And we figured out a way around every single problem that came before us over those three years to get us to that closing in 2019.

ANNE THOMPSON: We learned that the best laid plans were no match for the global pandemic, and that slowed down the signing of tenants.

You know, not only the materials, but getting new businesses.

But that changed and you were able to get some people and we have some video talking about the tenants with Charlie Carroll, owner of Table 33.

We'll begin with him.

So let's watch this next clip.

Take a look.

CHARLIE CARROLL: When we were asked to be a part of the Arcade, we felt like it matched our DNA in doing something that is locally focused, because when you focus locally, everyone wins.

VO: Charlie knows that restaurants will be a vital part of the Arcade success.

CHARLIE CARROLL: I think if you study revitalization, whether it's Indianapolis, New York, Cleveland, Austin, other cities that have revitalized, which is such an important thing on a local and regional level, you understand that restaurants usually lead to residential, which then leads to retail.

And so restaurants play a very important part in any inner city's revitalization.

JASON SHEETS: There will be a minimum of 3 other restaurants, and they'll all be opening within six, seven months of each other.

That's exciting for the whole development.

VO: Another new tenant offers a slightly different fare.

They deliver food for thought over the airwaves.

DJ MIKE FRAZIER: Support for WYSO comes from our sustaining members.

LUKE DENNIS: WYSO is the NPR affiliate for Greater Dayton, which means that we carry national and international programs coming to us from NPR.

But we also have a really robust local news operation.

We have a local music operation, and we do community trainings where we teach people to make radio.

I've always wanted to have a physical storefront presence in Dayton, where most of our listeners reside.

The Arcade is the perfect place to be.

It's highly visible.

When people walk by, they'll be able to see us recording interviews or recording performances, and it'll be networked to communicate with our headquarters in Yellow Springs.

So file transfers and everything will be really easy.

It's been a great experience because they're tenacious and driven, but also very collaborative.

You know, it took us a while to raise the money.

They waited for us.

DAVE WILLIAMS: We started talking to Luke Dennis three years ago.

LUKE DENNIS: From the very first meeting, they said, "Oh my gosh, WYSO is a great fit for this project."

DJ MIKE FRAZIER: The time is at 10:36.

You're listening to 91.3 WYSO.

[applause] ANNE THOMPSON: And WYSO is one of the tenants.

Dave, let's talk to you about some of the growth of the first floor activity, Est!

Est!

Est!

And Gather by Gaslight.

How important is the growth on the first floor and what happens next?

DAVE WILLIAMS: I always look at the first floor as a true indicator of the health of a building.

And so when the first floor is vibrant, usually the building will follow suit.

And to me, it's the most important and most difficult part of the project.

As you can see, it's taken quite a bit longer than anticipated, a lot of it as the COVID fallout and what's happened in that whole industry.

But no, it couldn't be more important to look at where you are over here.

You don't have a restaurant, really.

You have Third Street's now opened up a little bit over there between the fire block area.

But short of that, there's nothing in this quadrant of downtown.

And to be able to get all of our storefronts and get activity to make the community walkable, I mean, Main Street needs to be walkable, and it's walkable when the storefronts are open and it's active.

ANNE THOMPSON: Yeah.

And so also, what's the importance of getting people who are local?

Shane Anderson, Charlie Carroll, local entrepreneurs, local entities?

How important is that to partner with?

DAVE WILLIAMS: Well, we think it's the future.

I mean, it's just the same old, same old I use this, you know, we have seven Chipotles that surround Dayton, Ohio.

Look at the malls today.

Right?

The malls are all sort of imploding based on they're just they're all the same.

Who wants to do that?

We've been there, done that.

So what's fun is the entrepreneurial spirit that you get.

The challenge is, is where this industry has moved, you know, and what they were used to pre-COVID and what's happening now post-COVID, not only from a staffing, but the cost of doing business has escalated a lot.

ANNE THOMPSON: Yeah, and you're continuing to get tenants.

Part of the excitement surrounding the North Arcade is the Hilton branded boutique hotel.

Let's learn more about that in our next clip.

And here it is.

VO: Witness Investment and Century Hotel Management are teaming with Cross Street Partners to open a hotel in the North Arcade.

DANNY NAGAR: The hotel will be branded with Hilton Worldwide, 94 rooms total.

VO: This is a boutique hotel, not a cookie cutter.

It's more costly to build and the financing is complex.

DANNY NAGAR: My parents think I'm nuts for going through with this project.

The cost is so high and it's outside of the scope of what we normally do.

SAGAR PATEL: My dad's initial reaction to this project was, "Are you sure?"

The internal demand for hotel right there is significant.

DANNY NAGAR: Within the Arcade itself, they have 100 plus businesses.

And then you have this beautiful event space between the Tank and the Rotunda they are, I hear, they're booked out for at least a year in advance.

SAGAR PATEL: And you do a graduation, March Madness, convention business.

DANNY NAGAR: All of that should generate business for the hotel.

[applause] ANNE THOMPSON: A lot of exciting things happening with the Dayton Arcade, the hotel is one of them.

Shelley, let's just talk about how the hotel will benefit downtown.

SHELLEY DICKSTEIN: Oh, the hotel is huge.

Just like the first floor space, it will help animate, you know, not just the project, because it provides great anchoring opportunities for entrepreneurs and residents, for the event space, you know, think weddings, think huge banquets, think, you know, other life cycle events, but it also creates footprint -- feet on the street, as we like to say.

Right?

It animates downtown.

And it's such a really important part of anchoring the project so that it is sustainable well into the future, but also creates more excitement and animation for downtown and the businesses around it.

ANNE THOMPSON: Dave, how are Danny and Sagar to work with?

DAVE WILLIAMS: Awesome.

So I met Danny pre-COVID, through Rick Waterman, who does all of our environmental, who works with Dan Brown, who they own the building at the corner of 5th and Ludlow, where Grist is in the lower level, and got to know those guys.

But, so Dan Brown's wife, Kelly Brown, works for Danny and knew through Rick Waterman said, "Hey, come over here.

I'm doing all the environmentals over here.

You guys might want to look at this for a future hotel."

And so we took Kelly through and then ultimately brought Danny through and we made the pitch.

I said, "Danny," we walked up on this part of the balcony and said, "Just picture yourself a hotel lobby right over here."

And I said, "You know, we need another hotel downtown.

This would be an amazing finish to a great project."

And those guys were all in, and it was interesting.

So we started off with Danny and then then ultimately Danny saw how challenging this project was.

And that's where Sagar came in.

So Danny's company, or Danny's family owns 21 hotels pretty much in the Dayton slash south towards Mason and in the Cincinnati area.

Sagars Group, they have 41 plus hotels, and they're sort of north, but they between the two of them, they have nine hotels in Montgomery County alone.

So they know the marketplace.

They know where -- this was not new territory for them.

And they really wanted something that was more boutique-y.

Right?

And then the opportunity for needing hotel rooms in the worst way in downtown, as we have many conversations with the convention center and that whole group.

And so anything we can do to sort of bring all these pieces together just helps really move Main Street back online.

So it's been -- ANNE THOMPSON: Yeah.

And potentially more conventions.

Yeah, more conventions.

It also helps, you know, when we add these cool boutique spaces, it elevates the whole product because competition is real.

And so others follow suit to refresh their properties.

And so it's a really cyclical situation.

And what's the timetable on this.

DAVE WILLIAMS: Well, our goal is to be, uh, we would have already, let's say, a year from now, a little bit less than a year from now, we will be sleeping there.

So our goal is to be there and complete by the end of this year, 12/31/24 is our finish date at the latest possible.

At some level, will be pretty close to being ready to put somebody in some rooms.

ANNE THOMPSON: Richard, you wanted me to ask you about the dynamic duo of Danny and his dad.

RICHARD WONDERLING: Yeah, it's just a great story.

It's a great immigration story.

It's a great American dream story.

I mean, Danny's father brought the family over from India.

They just worked hard, and then they worked harder, and they achieved big things, as Dave pointed out.

And the cool thing about it is it's a generational story as well, because now Danny is is stepping up and he's involved in the business.

And I think maybe a little bit less conservative business wise than his father.

I mean, but they're working together and doing great things.

And, you know, I just think that, it's a good Arcade story also because you're talking about entrepreneurial spirit.

And that's a huge thing in this.

This hotel project and at the Arcade, of course, you've got the Entrepreneurs Center, and they're teaching people not only to climb that tree, but to venture out on the skinny branches, because, you know, that's where some of the best rewards are to be found.

So I think it just really fits.

ANNE THOMPSON: I know there's still work to be done.

People want to know when can they just, like, come and sit there?

And I don't know when that's going to be possible.

I know there's certainly businesses there.

And then just, you know, what's down the road?

DAVE WILLIAMS: Well, you can come and sit right now, come over and have a cup of Joe or get, you know, a slice of pizza.

We have actually some patios inside the rotunda area.

The challenge with the rotunda is that it is events related, right?

It's not the marketplace that it was in the early 1900s.

It's also not the food court that it was in the 1980s.

It's now back to more of the event space, and hence the reason why the hotels really took a liking to wanting to be there.

Ultimately, when the North Arcade is complete, all the retail that we remember, all those stores will be reopened, obviously very different than what it was in the 1985-91 period of time.

But resetting each one of those, try to feel it, bring it back more to 1902, I say, with a 2020 twist.

In the redesign and the resetting of the Arcade, we brought the concourse back in line so that, it was always, arcades were always designed to connect downtowns.

Now we've got our connector back.

So we brought 3rd Street all the way through to 4th Street.

So when the North Arcade, the hotel is complete, you'll be able to walk through normal open doors during the course of the day, probably from probably 8:00 in the morning, upwards of 10 or 11:00.

ANNE THOMPSON: Yeah, I'm sure the Dayton Arcade will be a catalyst for the future.

So thanks to all of you.

SHELLEY DICKSTEIN: Absolutely.

There's all kinds of opportunities coming.

ANNE THOMPSON: All right.

We'll look forward to that.

Well, that concludes our vibrant discussion on the Dayton Arcade: Waking the Giant.

A heartfelt thank you to our incredible panelists for sharing their invaluable insights, and to you, our live studio audience and those watching at home.

Thank you for being part of this exploration into the revitalization of the Dayton Arcade.

Before we wrap up, a special acknowledgment and gratitude to our sponsors whose support made both this documentary and today's discussion possible.

Thank you again for joining us.

From ThinkTV in downtown Dayton, I'm Anne Thompson.

Until next time, let's continue supporting the remarkable transformations in our communities and keep dreaming big.