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Contract analysis / matter-status-dormancy-memo.docx
matter-status-dormancy-memo.docx
1033-00003 · 33 clauses
High · 1 Medium · 7 Standard · 1
I. Purpose
I. Purpose The purpose of this memorandum is to document the formal transition of Calderwood & Harkness LLP Matter No. 1033-00003 (the "Matter") to dormant status, effective as of June 1, 2023, and to memorialize in a single comprehensive reference document the factual background, procedural history, key terms of the resolution, billing summary, outstanding obligations, file retention inventory, and reactivation prot
II. Engagement Summary Medium
⚑ Notice / time limit to track
II. Engagement Summary A. Engagement Opening The engagement was formalized through an engagement letter executed on November 15, 2022, between Calderwood & Harkness LLP and Redstone Gaming Corp. The principal client contact throughout the engagement was Patricia "Trish" Nakamura, General Counsel and Corporate Secretary of RGC. Ms. Nakamura served as the firm's primary point of communication on all substantive and adm
III. Chronological Summary of Key Events High
⚑ Non-compete / exclusivity restraint
III. Chronological Summary of Key Events The following chronological summary sets forth the material events and milestones in the Matter from Pinnacle Harbor's initial accumulation of its RGC position through the completion of the 2023 Annual Meeting of Stockholders. This summary is intended to serve as a comprehensive reference for any future reactivation of the Matter and as a record for the firm's institutional fi
IV. Summary of Cooperation & Standstill Agreement Key Terms Medium
⚑ Notice / time limit to track
IV. Summary of Cooperation & Standstill Agreement Key Terms The Cooperation & Standstill Agreement, dated March 10, 2023, was executed by and among Redstone Gaming Corp., Pinnacle Harbor Capital Partners, LP, Pinnacle Harbor Capital Management, LLC, and Viktor S. Kessler. The following is a summary of the material terms of the agreement: • Standstill Period: Eighteen (18) months from the date of execution, commencing
V. Key Shareholder Positions (At Time of Resolution)
V. Key Shareholder Positions (At Time of Resolution) The following table sets forth the principal institutional shareholders of record known to Calderwood & Harkness as of the time of the resolution in March 2023, based on Schedule 13D and 13F filings, NOBO/OBO list data obtained from Continental Share Services, Inc., and information provided by the Company's investor relations advisor, Harlan Ridge Communications, L
VI. RGC Board Composition (Current — Post-Chu Appointment)
VI. RGC Board Composition (Current — Post-Chu Appointment) As of the date of this memorandum, following the appointment of Franklin Chu effective April 1, 2023, the RGC Board of Directors consists of ten directors, as set forth below: The Special Committee, consisting of Jim Delacroix (Chair), Carmen Vasquez, and Randall Morse, was discharged following the completion of its mandate upon execution of the Cooperation &
VII. Billing and Fee Summary Standard
⚑ Commercial term
VII. Billing and Fee Summary A. Fee Arrangement The fee arrangement for the Matter was established in the engagement letter dated November 15, 2022. Fees were billed on an hourly basis at the following standard rates: • Partners: $1,450 per hour • Senior Associates: $1,050 per hour • Associates: $850 per hour All time was recorded and billed in increments of one-tenth of an hour in accordance with the firm's standard
VIII. D&O Insurance Status Medium
⚑ Notice / time limit to track
VIII. D&O Insurance Status As noted in Section III.B above, a notice of circumstances was submitted on November 16, 2022 to RGC's directors' and officers' liability insurance carriers through broker Glenmore Caulfield Insurance Brokers, Inc. (Sarah Voss, SVP). The notice was submitted to the following carriers: • Primary Layer: Northbridge Indemnity Company, policy number NBI-DOP-1025-00008. The policy provides a $15
IX. Outstanding Matters and Continuing Obligations Medium
⚑ Notice / time limit to track
IX. Outstanding Matters and Continuing Obligations Although the Matter is being transitioned to dormant status, certain obligations arising from the Cooperation & Standstill Agreement remain in effect and will require monitoring during the standstill period. The following matters are identified for the Company's ongoing attention. A. Standstill Period The standstill period under the Cooperation & Standstill Agreement
X. Document Repository and File Retention
X. Document Repository and File Retention The following is a comprehensive summary of all key work product generated by Calderwood & Harkness LLP during the course of the engagement. All documents listed below are maintained in electronic form under Matter No. 1033-00003 in the firm's document management system and are subject to the firm's document retention policy.
1. Engagement letter, dated November 15, 2022
1. Engagement letter, dated November 15, 2022
2. Conflicts clearance memorandum, dated November 14, 2022
2. Conflicts clearance memorandum, dated November 14, 2022
3. Initial situational assessment memorandum, dated November 18, 2022
3. Initial situational assessment memorandum, dated November 18, 2022
4. Bylaw and charter defensive review memorandum, dated December 5, 2022
4. Bylaw and charter defensive review memorandum, dated December 5, 2022
5. Advance-notice compliance analysis, dated December 14, 2022
5. Advance-notice compliance analysis, dated December 14, 2022
6. Stockholder rights plan (poison pill) analysis, dated December 19, 2022
6. Stockholder rights plan (poison pill) analysis, dated December 19, 2022
7. Nominee qualification and deficiency review memorandum, dated January 13, 2023
7. Nominee qualification and deficiency review memorandum, dated January 13, 2023
8. Shareholder ownership and voting power analysis (spreadsheet, multiple versions update
8. Shareholder ownership and voting power analysis (spreadsheet, multiple versions updated through March 2023)
9. Proxy contest readiness and defense strategy memorandum, dated January 18, 2023
9. Proxy contest readiness and defense strategy memorandum, dated January 18, 2023
10. Schedule 13D analysis memorandum (covering initial filing and all amendments through
10. Schedule 13D analysis memorandum (covering initial filing and all amendments through March 15, 2023)
11. Settlement strategy memorandum, dated January 19, 2023
11. Settlement strategy memorandum, dated January 19, 2023
12. D&O insurance notice of circumstances and coverage review memoranda, dated November 1 Medium
⚑ Notice / time limit to track
12. D&O insurance notice of circumstances and coverage review memoranda, dated November 16, 2022 and updated January 2023
13. Framework term sheet, dated February 14, 2023
13. Framework term sheet, dated February 14, 2023
14. Cooperation & Standstill Agreement — draft v1 (February 22, 2023), draft v2 (Hargrove
14. Cooperation & Standstill Agreement — draft v1 (February 22, 2023), draft v2 (Hargrove Sloane & Birch redline, late February 2023), draft v3 (March 1, 2023), and execution version (March 10, 2023)
15. Joint press release — draft and final version, dated March 13, 2023
15. Joint press release — draft and final version, dated March 13, 2023
16. Board resolutions — Special Committee formation (November 14, 2022), settlement autho
16. Board resolutions — Special Committee formation (November 14, 2022), settlement authorization (January 20, 2023), Cooperation & Standstill Agreement approval and Chu appointment authorization (March 9, 2023), Special Committee discharge (May 2023)
17. Draft Form 8-K (prepared for potential filing in connection with the settlement annou
17. Draft Form 8-K (prepared for potential filing in connection with the settlement announcement)
18. Amended Schedule 13D review memorandum, dated March 15, 2023
18. Amended Schedule 13D review memorandum, dated March 15, 2023
19. Shareholder outreach strategy memorandum (prepared in coordination with Whitfield Mor
19. Shareholder outreach strategy memorandum (prepared in coordination with Whitfield Morrow Partners and Harlan Ridge Communications)
20. Relevant correspondence with Hargrove Sloane & Birch LLP (including the initial outre
20. Relevant correspondence with Hargrove Sloane & Birch LLP (including the initial outreach from Douglas Fairchild to Jonathan Birch III and all subsequent counsel-to-counsel communications)
21. Relevant correspondence with client (including email communications with Patricia Nak
21. Relevant correspondence with client (including email communications with Patricia Nakamura and memoranda to the Board and Special Committee) All files are to be retained in accordance with Calderwood & Harkness LLP's document retention policy. Electronic files are stored under Matter No. 1033-00003 in the firm's document management system and are accessible to all team members identified in Section II.B above. Ph
XI. Reactivation Protocol Medium
⚑ Assignment / subcontracting
XI. Reactivation Protocol The Matter may be reactivated from dormant status upon the occurrence of any of the following circumstances: • A breach or alleged breach of the Cooperation & Standstill Agreement by either party; • Renewed activist activity by Pinnacle Harbor Capital Partners, LP, Pinnacle Harbor Capital Management, LLC, Viktor S. Kessler, or any affiliate of the foregoing, whether during or following expir
XII. Conclusion Medium
⚑ Liability cap to check against exposure
XII. Conclusion Calderwood & Harkness LLP Matter No. 1033-00003 is hereby formally transitioned to dormant status as of June 1, 2023. The activist board-seat campaign initiated by Pinnacle Harbor Capital Partners, LP against Redstone Gaming Corp. was resolved without a contested proxy election through the execution of the Cooperation & Standstill Agreement on March 10, 2023. The agreement provided for the appointment