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Contract analysis / closing-memorandum.docx
closing-memorandum.docx
High · 1
Medium · 1
Standard · 4
I. TRANSACTION OVERVIEW
High
⚑ Indemnity / guarantee obligation
I. TRANSACTION OVERVIEW Issuer. Redstone Gaming Corp., a corporation duly organized and existing under the laws of the State of Delaware, with its principal executive offices located at 3900 Las Vegas Boulevard South, Suite 1200, Las Vegas, Nevada 89119. The Company's shares of common stock are listed on the New York Stock Exchange under the ticker symbol "RDGM." The Company's Central Index Key number with the Securi
II. PARTIES AND KEY CONTACTS
II. PARTIES AND KEY CONTACTS The following sets forth the parties to the transaction and their respective key contacts. Complete telephone and email contact information for all individuals who need to be reachable on closing day is provided in Section X of this memorandum. A. Issuer. Redstone Gaming Corp. 3900 Las Vegas Boulevard South, Suite 1200 Las Vegas, Nevada 89119 Marcus Hale — Chief Executive Officer & Direct
I. Financial Advisor
I. Financial Advisor Ridgeline Advisory Group LLC 1999 Avenue of the Stars, Suite 2700 Los Angeles, California 90067 Victor Tanaka — Managing Director J. Indenture Trustee Fidelitas Trust Company, N.A. 100 Wall Street, 16th Floor New York, New York 10005 Fidelitas Trust Company, N.A. serves as the indenture trustee for the Company's 6.25% Senior Secured Notes due June 15, 2028 (CUSIP: 76134Q 206) and the Company's 5.
III. PRE-CLOSING TIMELINE AND SEQUENCE OF EVENTS
Standard
⚑ Commercial term
III. PRE-CLOSING TIMELINE AND SEQUENCE OF EVENTS The following timeline summarizes the key events leading up to and including the closing of the Offering. Actual dates may vary from those set forth below, and this section will be updated to reflect any changes prior to the distribution of the final version of this memorandum. A. Pre-Pricing (Through October 28, 2025) September 30, 2025 — Board Authorization. The Boar
IV. CLOSING MECHANICS — SEQUENCE OF DELIVERABLES
IV. CLOSING MECHANICS — SEQUENCE OF DELIVERABLES The following describes the sequence of deliverables and the mechanics of the closing on October 31, 2025. All times referenced below are Eastern Time. The closing will be coordinated by Brendan Walsh (C&H) as the primary closing coordinator, with the cooperation of Colin Matsuda (Pinnacle Zanthor) on the underwriter side and Darren Whitfield (RGC) on the issuer side.
1. Confirmation of No Material Adverse Change. As a condition to closing under the Underwr
1. Confirmation of No Material Adverse Change. As a condition to closing under the Underwriting Agreement, RGC management — specifically, Marcus Hale (CEO) and Lena Okafor (CFO) — will confirm that no material adverse change has occurred in the business, properties, operations, condition (financial or otherwise), or results of operations of the Company and its subsidiaries, taken as a whole, since the date of the mos
2. Bring-Down Comfort Letter. Kaplan Feld & Associates LLP (Sandra Meyers, Engagement Part
2. Bring-Down Comfort Letter. Kaplan Feld & Associates LLP (Sandra Meyers, Engagement Partner) will deliver a bring-down comfort letter to the underwriters, dated as of the closing date (October 31, 2025). The bring-down comfort letter will confirm that the initial comfort letter (delivered at or promptly after the signing of the Underwriting Agreement) remains accurate as of the closing date, with an appropriate cut
3. Officer's Certificate. A joint certificate of Marcus Hale (CEO) and Lena Okafor (CFO),
3. Officer's Certificate. A joint certificate of Marcus Hale (CEO) and Lena Okafor (CFO), in their respective capacities as officers of the Company, will be executed and delivered, certifying as follows: (a) the accuracy in all material respects of the representations and warranties of the Company contained in the Underwriting Agreement as of the closing date (with the same effect as if made on and as of the closing
4. Secretary's Certificate. The Corporate Secretary of RGC will deliver a certificate cert
4. Secretary's Certificate. The Corporate Secretary of RGC will deliver a certificate certifying the authenticity of the following documents attached thereto: (a) the Certificate of Incorporation of the Company, as amended to date; (b) the Bylaws of the Company, as amended to date; (c) the resolutions adopted by the Board of Directors on September 30, 2025, authorizing the Offering; (d) the resolutions adopted by the
5. Legal Opinion of Issuer's Counsel (Exhibit 5.1). Calderwood & Harkness LLP will deliver
5. Legal Opinion of Issuer's Counsel (Exhibit 5.1). Calderwood & Harkness LLP will deliver its final legal opinion (the "Exhibit 5.1 Opinion") addressed to the Company, with reliance by the underwriters, covering up to 7,540,983 shares of common stock (including shares subject to the over-allotment option). The Exhibit 5.1 Opinion will reference the Board resolutions dated September 30, 2025, and the Pricing Committe
6. Negative Assurance Letter (10b-5 Letter). Calderwood & Harkness LLP will deliver a nega
6. Negative Assurance Letter (10b-5 Letter). Calderwood & Harkness LLP will deliver a negative assurance letter (the "10b-5 Letter") addressed to the underwriters, stating that, based upon C&H's participation in the preparation of the registration statement, the preliminary prospectus supplement, and the final prospectus supplement, and the performance of certain procedures (but without independent verification), not
7. Legal Opinion of Underwriters' Counsel. Whitmore & Pratt LLP (Thomas Beaumont, Partner)
7. Legal Opinion of Underwriters' Counsel. Whitmore & Pratt LLP (Thomas Beaumont, Partner) will deliver its legal opinion addressed to the underwriters regarding the Offering. The scope and content of the underwriters' counsel opinion will be as agreed between Whitmore & Pratt LLP and the underwriters.
8. Tax Disclosure Opinion. Calderwood & Harkness LLP will deliver an opinion addressed to
8. Tax Disclosure Opinion. Calderwood & Harkness LLP will deliver an opinion addressed to the Company regarding the accuracy of the discussion of U.S. federal income tax consequences set forth in the prospectus supplement under the heading "Material U.S. Federal Income Tax Considerations." This opinion will confirm that the statements in the prospectus supplement regarding U.S. federal income tax matters, insofar as
9. Good Standing Certificates. Good standing certificates (or certificates of status, as a
9. Good Standing Certificates. Good standing certificates (or certificates of status, as applicable) shall be delivered from each of the following jurisdictions, each dated within five (5) business days of the closing date: (a) Delaware Secretary of State — confirming the good standing of the Company in its state of incorporation; and (b) Nevada Secretary of State — confirming the good standing (or qualification to d
10. NYSE Supplemental Listing Application. Confirmation that the supplemental listing appl
10. NYSE Supplemental Listing Application. Confirmation that the supplemental listing application for up to 7,540,983 additional shares of common stock (including shares subject to the over-allotment option) has been filed with, and approved by, the New York Stock Exchange. The supplemental listing application was filed on or about October 29, 2025, and confirmation of approval is expected on or before October 30, 20
11. DTC Eligibility Confirmation. Continental Share Services, Inc. will confirm that the o
11. DTC Eligibility Confirmation. Continental Share Services, Inc. will confirm that the offered shares of common stock are eligible for deposit and book-entry transfer through the facilities of The Depository Trust Company ("DTC"). This confirmation is a prerequisite to the delivery of shares in book-entry form through DTC on the closing date. Continental Share Services will coordinate directly with DTC to ensure th
12. Executed Lock-Up Agreements. As a condition to closing under the Underwriting Agreemen
12. Executed Lock-Up Agreements. As a condition to closing under the Underwriting Agreement, confirmation will be provided that all eleven (11) required lock-up agreements have been executed and delivered to Pinnacle Zanthor & Co. The lock-up agreements cover the following persons and entities: • Ten (10) directors and executive officers of the Company • Grandview Capital Partners, LP (Elena Vasquez, Managing Partner
V. FUNDS FLOW AND WIRE INSTRUCTIONS
Standard
⚑ Commercial term
V. FUNDS FLOW AND WIRE INSTRUCTIONS A. Gross Proceeds Calculation The following table sets forth the calculation of gross proceeds, net proceeds, and estimated offering expenses for the base offering (excluding the over-allotment option): B. Payment of Underwriting discount The total underwriting discount of $7,200,000 (representing $1.098 per share, or 4.0% of the public offering price of $27.45 per share) will be r
VI. SHARE DELIVERY MECHANICS
Standard
⚑ Commercial term
VI. SHARE DELIVERY MECHANICS A. DTC Book-Entry Delivery All shares of common stock to be issued and sold in the Offering will be delivered in book-entry form through the facilities of The Depository Trust Company ("DTC"), in accordance with DTC's customary procedures for new issuances. No physical share certificates will be printed or delivered in connection with the Offering. Continental Share Services, Inc. (Transf
VII. USE OF PROCEEDS — POST-CLOSING DEPLOYMENT
Standard
⚑ Commercial term
VII. USE OF PROCEEDS — POST-CLOSING DEPLOYMENT The following is a brief summary of the Company's intended use of proceeds, as disclosed in the final prospectus supplement. This summary is provided for context and to assist in understanding the overall transaction. The use of proceeds is not a closing deliverable, but is relevant to the post-closing actions described in Section VIII and to the notifications required u
VIII. POST-CLOSING ACTIONS AND DISTRIBUTION OF DOCUMENTS
VIII. POST-CLOSING ACTIONS AND DISTRIBUTION OF DOCUMENTS A. Regulatory Filings Final Prospectus Supplement. The final Prospectus Supplement was filed with the SEC under Rule 424(b)(5) on or about October 28, 2025 (the pricing date). To the extent any additional filing is required under Rule 424(b)(5) following the closing, C&H will coordinate such filing with the Company. C&H will confirm that no further SEC action i
1. Executed Underwriting Agreement
1. Executed Underwriting Agreement
2. Officer's Certificate (Marcus Hale and Lena Okafor)
2. Officer's Certificate (Marcus Hale and Lena Okafor)
3. Secretary's Certificate (with attachments: Certificate of Incorporation, Bylaws, Board
3. Secretary's Certificate (with attachments: Certificate of Incorporation, Bylaws, Board Resolutions, Pricing Committee Resolutions, and Incumbency Certificate)
4. Legal Opinion of Issuer's Counsel (Exhibit 5.1 Opinion — Calderwood & Harkness LLP)
4. Legal Opinion of Issuer's Counsel (Exhibit 5.1 Opinion — Calderwood & Harkness LLP)
5. Negative Assurance Letter (10b-5 Letter — Calderwood & Harkness LLP)
5. Negative Assurance Letter (10b-5 Letter — Calderwood & Harkness LLP)
6. Tax Disclosure Opinion (Calderwood & Harkness LLP)
6. Tax Disclosure Opinion (Calderwood & Harkness LLP)
7. Legal Opinion of Underwriters' Counsel (Whitmore & Pratt LLP)
7. Legal Opinion of Underwriters' Counsel (Whitmore & Pratt LLP)
8. Comfort Letter (Kaplan Feld & Associates LLP)
8. Comfort Letter (Kaplan Feld & Associates LLP)
9. Bring-Down Comfort Letter (Kaplan Feld & Associates LLP)
9. Bring-Down Comfort Letter (Kaplan Feld & Associates LLP)
10. Lock-Up Agreements (all 11 executed agreements)
10. Lock-Up Agreements (all 11 executed agreements)
11. Good Standing Certificates (Delaware and Nevada)
11. Good Standing Certificates (Delaware and Nevada)
12. Board of Directors Resolutions (September 30, 2025)
12. Board of Directors Resolutions (September 30, 2025)
13. Pricing Committee Resolutions (October 28, 2025)
13. Pricing Committee Resolutions (October 28, 2025)
14. Final Prospectus Supplement (as filed under Rule 424(b)(5))
14. Final Prospectus Supplement (as filed under Rule 424(b)(5))
15. Pricing Term Sheet (as filed under Rule 433)
15. Pricing Term Sheet (as filed under Rule 433)
16. DTC Eligibility Confirmation
16. DTC Eligibility Confirmation
17. NYSE Supplemental Listing Confirmation
17. NYSE Supplemental Listing Confirmation F. Record Retention Calderwood & Harkness LLP will retain a complete set of closing documents in the firm's files under Engagement No. C&H-2025-CM-04187. The closing documents will be maintained in accordance with C&H's document retention policies. A separate due diligence defense file will be maintained by C&H for purposes of establishing the firm's and the participants' du
IX. OPEN ITEMS AND ACTION ITEMS TRACKER
IX. OPEN ITEMS AND ACTION ITEMS TRACKER The following table sets forth the open items and action items as of October 28, 2025. This tracker will be updated as items are completed or new items arise prior to and on the closing date. All parties are requested to provide updates on the status of their respective action items promptly. Please direct all communications regarding open items to Brendan Walsh (C&H) as the pr
X. KEY CONTACT INFORMATION FOR CLOSING DAY
Medium
⚑ Confidentiality undertaking
X. KEY CONTACT INFORMATION FOR CLOSING DAY The following table lists all key participants who need to be reachable on October 31, 2025 (the closing date). All communications on closing day should be coordinated through Brendan Walsh (C&H) unless otherwise directed. Note: All telephone numbers and email addresses are to be inserted in the final version of this memorandum. Natasha Forbes (C&H) is responsible for collec