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Contract analysis / bring-down-due-diligence-call-outline.docx
bring-down-due-diligence-call-outline.docx
1033-00002 · 45 clauses
High · 1 Medium · 3 Standard · 5
I. Introduction and Purpose of the Call Medium
⚑ Confidentiality undertaking
I. Introduction and Purpose of the Call The call leader (Vivienne St. Claire) should open the call with a brief statement of the purpose and context of the bring-down due diligence session. The following points should be covered in the introductory remarks: This bring-down due diligence call is being conducted in connection with the underwritten follow-on public offering by Redstone Gaming Corp. ("RGC" or the "Compan
II. Preliminary Confirmations
II. Preliminary Confirmations A. Identity and Authority of Speakers The call leader should confirm each RGC participant's identity and authority to speak on behalf of the Company by asking each participant to state their name and title for the record and to confirm that they are authorized by the Company to participate in this due diligence call and to respond to questions on behalf of RGC: • Marcus Hale — Chief Exec
1. The prospectus supplement, as revised to incorporate responses to the SEC staff's comm
1. The prospectus supplement, as revised to incorporate responses to the SEC staff's comment letter dated October 14, 2025, together with the base prospectus dated March 28, 2024, forming part of the shelf registration statement on Form S-3 (SEC File No. 333-278401);
2. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024,
2. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC;
3. The Company's Annual Report on Form 10-K/A, filed with the SEC on July 15, 2025;
3. The Company's Annual Report on Form 10-K/A, filed with the SEC on July 15, 2025;
4. The Company's most recent Quarterly Report on Form 10-Q, as filed with the SEC;
4. The Company's most recent Quarterly Report on Form 10-Q, as filed with the SEC;
5. All Current Reports on Form 8-K filed by the Company since the filing of the Form 10-K
5. All Current Reports on Form 8-K filed by the Company since the filing of the Form 10-K for the fiscal year ended December 31, 2024;
6. The draft underwriting agreement in substantially final execution form among Redstone
6. The draft underwriting agreement in substantially final execution form among Redstone Gaming Corp., Pinnacle Zanthor & Co. (as representative of the several underwriters), Hargrove Williams Securities LLC, and Clearwater Capital Markets Inc. Each RGC participant should confirm on the record that they have reviewed or are otherwise familiar with the foregoing documents and have had an adequate opportunity to consid
III. Accuracy of the Registration Statement and Prospectus Supplement
III. Accuracy of the Registration Statement and Prospectus Supplement A. General Accuracy and Completeness The call leader should pose the following questions to the RGC management participants. Each question should be addressed to all three participants, and responses should be noted for the record, including the identity of the respondent and any qualifications or caveats: Question 1: "Does the registration stateme
1. Use of Proceeds Standard
⚑ Commercial term
1. Use of Proceeds The call leader should confirm with RGC management that the described allocation of estimated net proceeds from the offering remains accurate as of the date of the call. The prospectus supplement discloses the following allocation of net proceeds: (a) Approximately $115,000,000 for the Company's Louisiana and Indiana expansion initiatives, allocated as follows: (i) Approximately $70,000,000 for the
2. Risk Factors
2. Risk Factors The call leader should confirm that the risk factors set forth in the prospectus supplement, including the risk factors incorporated by reference from the Form 10-K and Form 10-Q, remain accurate and complete as of the date of the call. In particular, the call leader should address the following: "The prospectus supplement includes a newly added risk factor relating to the concentration of the Company
3. Business Description
3. Business Description The call leader should confirm the accuracy of the description of the Company's business as set forth in the prospectus supplement and the documents incorporated by reference. Specifically, the call leader should confirm: "The prospectus supplement describes the Company as operating eight casino-resort properties across the states of Nevada, New Jersey, and Mississippi, and as operating the Re
4. Management and Directors
4. Management and Directors The call leader should confirm that there have been no changes to the Company's executive officers or members of the Board of Directors since the most recent periodic filing: "Have there been any changes in the Company's officers or directors since the most recently filed periodic report? Have any officers or directors resigned, been appointed, or been removed? Have there been any changes
IV. Financial Condition and Results of Operations Standard
⚑ Commercial term
IV. Financial Condition and Results of Operations A. Financial Statements Incorporated by Reference The call leader should confirm the continued accuracy and reliability of the financial statements incorporated by reference in the prospectus supplement: "I would like to confirm that the audited consolidated financial statements for the fiscal year ended December 31, 2024, as audited by Kaplan Feld & Associates LLP un
V. Capitalization Standard
⚑ Commercial term
V. Capitalization A. Capital Structure The call leader should confirm the Company's current capital structure with RGC management as follows: • Shares of common stock outstanding: 152,400,000 shares of common stock, par value $0.001 per share. • Authorized shares: 300,000,000 shares of common stock; 10,000,000 shares of preferred stock (none currently issued or outstanding). • Treasury stock: 4,200,000 shares of comm
VI. Material Agreements and Contracts Standard
⚑ Commercial term
VI. Material Agreements and Contracts A. New or Amended Agreements The call leader should begin this section with the following general inquiry: Question: "Since the most recent periodic filing by the Company, has the Company entered into any material agreement, contract, lease, or arrangement, or amended, modified, extended, renewed, or terminated any existing material agreement, contract, lease, or arrangement, tha
VII. Litigation and Regulatory Matters High
⚑ Penalty / liquidated damages
VII. Litigation and Regulatory Matters A. Pending or Threatened Litigation The call leader should pose the following scripted questions to RGC management, directing the questions in particular to Mr. Whitfield in his capacity as General Counsel: Question 1: "Are there any lawsuits, claims, arbitrations, investigations, or proceedings pending against the Company, any subsidiary of the Company, or any director or offic
VIII. Environmental, Tax, and Employment Matters Medium
⚑ Notice / time limit to track
VIII. Environmental, Tax, and Employment Matters A. Environmental The call leader should pose the following scripted question: Question: "Has the Company become aware of any environmental liabilities, claims, investigations, violations, or remediation obligations affecting any of its properties or operations since the most recent periodic filing?" The call leader should specifically inquire regarding the Company's ex
IX. Intellectual Property
IX. Intellectual Property The call leader should pose the following scripted questions regarding the Company's intellectual property portfolio, with particular attention to the RedBet Digital platform: Question 1: "Have there been any material developments regarding the Company's intellectual property since the most recent periodic filing, including any new patent applications or registrations, trademark applications
X. Insurance
X. Insurance The call leader should pose the following scripted questions regarding the Company's insurance program: Question 1: "Have there been any material changes to the Company's insurance coverage since the most recent periodic filing? In particular, have there been any changes to the Company's directors' and officers' liability insurance policy, Policy No. SRU-DOX-2025-41882, issued by Sentinel Risk Underwrite
XI. Related Party Transactions
XI. Related Party Transactions The call leader should pose the following scripted question: Question: "Since the most recent periodic filing, has the Company entered into any transaction or series of related transactions with any officer, director, nominee for director, or beneficial holder of more than 5% of the Company's outstanding common stock (or any immediate family member or affiliate of any such person) that
XII. Lock-Up Compliance
XII. Lock-Up Compliance The call leader should pose the following scripted questions regarding the lock-up arrangements in connection with the offering: Question 1: "The underwriting agreement requires that all directors and executive officers of the Company — a total of ten individuals — and Grandview Capital Partners, LP execute lock-up agreements providing for a 90-day lock-up period commencing on the date of the
XIII. Subsequent Events and Other Material Developments
XIII. Subsequent Events and Other Material Developments The call leader should conclude the substantive portion of the due diligence inquiry with the following broad catch-all questions, designed to elicit any information that may not have been captured by the specific questions posed in the preceding sections: Question 1: "Are there any other material events, developments, transactions, or circumstances that have oc
XIV. Confirmation of Board and Pricing Committee Authorization Standard
⚑ Commercial term
XIV. Confirmation of Board and Pricing Committee Authorization The call leader should confirm the status of the corporate authorizations for the offering: "I would like to confirm that the resolutions adopted by the Board of Directors of Redstone Gaming Corp. on September 30, 2025 authorizing the offering and delegating pricing authority to the Pricing Committee remain in full force and effect and have not been amend
XV. Transfer Agent and DTC Matters
XV. Transfer Agent and DTC Matters The call leader should confirm the following logistical matters relating to the issuance and delivery of the Shares: "Please confirm that Continental Share Services, Inc., located at 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, New York 10004, continues to serve as the Company's transfer agent and registrar for the common stock, and that Continental Share Services has been
XVI. Closing of the Call
XVI. Closing of the Call The call leader should conclude the call with the following closing remarks: "Thank you to all participants for your time and attention during this call. I want to remind everyone that this call has been conducted as part of the due diligence process in connection with the Company's follow-on equity offering, and that a detailed summary of the call, including the questions asked and the respo
1. Shelf Registration Statement on Form S-3 (SEC File No. 333-278401; CIK No. 0001847293)
1. Shelf Registration Statement on Form S-3 (SEC File No. 333-278401; CIK No. 0001847293), filed March 14, 2024, declared effective March 28, 2024.
2. Preliminary Prospectus Supplement, filed October 6, 2025 under Rule 424(b)(5).
2. Preliminary Prospectus Supplement, filed October 6, 2025 under Rule 424(b)(5).
3. Revised Prospectus Supplement (incorporating responses to SEC staff comments), draft d
3. Revised Prospectus Supplement (incorporating responses to SEC staff comments), draft dated on or about October 21, 2025.
4. Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
4. Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
5. Annual Report on Form 10-K/A, filed July 15, 2025.
5. Annual Report on Form 10-K/A, filed July 15, 2025.
6. Most recent Quarterly Report on Form 10-Q.
6. Most recent Quarterly Report on Form 10-Q.
7. All Current Reports on Form 8-K filed since the Annual Report on Form 10-K for the fis
7. All Current Reports on Form 8-K filed since the Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
8. SEC Comment Letter dated October 14, 2025 (6 comments).
8. SEC Comment Letter dated October 14, 2025 (6 comments).
9. SEC Comment Response Letter (draft dated on or about October 21, 2025).
9. SEC Comment Response Letter (draft dated on or about October 21, 2025).
10. Underwriting Agreement (execution version) — among Redstone Gaming Corp., Pinnacle Za
10. Underwriting Agreement (execution version) — among Redstone Gaming Corp., Pinnacle Zanthor & Co. (as representative of the several underwriters), Hargrove Williams Securities LLC, and Clearwater Capital Markets Inc.
11. Board Resolutions dated September 30, 2025.
11. Board Resolutions dated September 30, 2025.
12. Pricing Committee Resolutions (draft).
12. Pricing Committee Resolutions (draft).
13. Lock-Up Agreements (form).
13. Lock-Up Agreements (form).
14. Indenture dated June 15, 2021, governing the 6.25% Senior Secured Notes due June 15,
14. Indenture dated June 15, 2021, governing the 6.25% Senior Secured Notes due June 15, 2028 (CUSIP 76134Q 206; trustee: Fidelitas Trust Company, N.A.).
15. Indenture dated September 20, 2024, governing the 5.875% Senior Notes due 2031 (CUSIP
15. Indenture dated September 20, 2024, governing the 5.875% Senior Notes due 2031 (CUSIP 76134Q 305; trustee: Fidelitas Trust Company, N.A.).
16. Revolving Credit Facility Agreement (Meridian National Bank, N.A., as administrative
16. Revolving Credit Facility Agreement (Meridian National Bank, N.A., as administrative agent; $400 million commitment; maturity April 30, 2027).
17. Gaming Licenses:
17. Gaming Licenses: • Nevada Gaming Commission — License No. NGC-2019-04172 • New Jersey Division of Gaming Enforcement — License No. NJDGE-2020-1138 • Mississippi Gaming Commission — License No. MGC-2018-0623
18. Louisiana Gaming Control Board — Application submitted August 12, 2025.
18. Louisiana Gaming Control Board — Application submitted August 12, 2025.
19. Indiana Gaming Commission — Application submitted September 5, 2025. Medium
⚑ Confidentiality undertaking
19. Indiana Gaming Commission — Application submitted September 5, 2025. Appendix C: Instructions and Notes for Call Leader This appendix contains internal instructions for Calderwood & Harkness LLP personnel conducting the bring-down due diligence call. This appendix is not to be shared with persons outside of Calderwood & Harkness LLP. Call Leader: Vivienne St. Claire will lead the call and will pose the scripted q