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Contract analysis / shareholder-outreach-strategy-memo.docx
shareholder-outreach-strategy-memo.docx
1033-00003 · 12 clauses
High · 1 Medium · 5 Standard · 2
I. Executive Summary Medium
⚑ Notice / time limit to track
I. Executive Summary The purpose of this memorandum is to provide the Special Committee of the Board of Directors of Redstone Gaming Corp. ("RGC" or the "Company") with a comprehensive shareholder engagement strategy designed to secure broad institutional support for the RGC management slate and to counter the activist campaign launched by Pinnacle Harbor Capital Partners, LP ("Pinnacle Harbor"). This memorandum refl
II. Overview of the Activist Situation Standard
⚑ Commercial term
II. Overview of the Activist Situation A. Pinnacle Harbor Capital Partners, LP — Profile and Demands Pinnacle Harbor Capital Partners, LP is a Delaware limited partnership whose general partner is Pinnacle Harbor Capital Management, LLC, a Delaware limited liability company. The fund's principal office is located at 590 Madison Avenue, 34th Floor, New York, New York 10022. Pinnacle Harbor was founded in 2014 and curr
III. Shareholder Base Analysis
III. Shareholder Base Analysis A thorough understanding of the Company's shareholder base is the foundation of any effective engagement strategy. This section identifies the Company's major institutional holders, assesses their investment styles and likely disposition in a contested or uncontested vote, and provides a combined ownership snapshot to frame the vote arithmetic that will govern the outcome of any proxy c
1. Ridgeway Asset Management, LP
1. Ridgeway Asset Management, LP Ownership: 8,585,400 shares (8.2% of shares outstanding) Profile: Ridgeway Asset Management, LP is a long-only value-oriented investment fund headquartered in Boston, Massachusetts. The fund was founded in 2002 and manages approximately $7.8 billion in assets, with a focus on mid-cap and large-cap equities in the consumer, gaming, and industrial sectors. Ridgeway is RGC's single large
2. Stillwater Capital Advisors, LLC Standard
⚑ Commercial term
2. Stillwater Capital Advisors, LLC Ownership: 5,653,800 shares (5.4% of shares outstanding) Profile: Stillwater Capital Advisors, LLC is a growth-oriented registered investment advisor headquartered in Chicago, Illinois. The firm manages approximately $5.4 billion in assets across a range of growth-equity and GARP (growth-at-a-reasonable-price) strategies. Stillwater has held a position in RGC since early 2020 and h
3. Canfield Municipal Employees' Retirement System
3. Canfield Municipal Employees' Retirement System Ownership: 2,198,700 shares (2.1% of shares outstanding) Profile: Canfield Municipal Employees' Retirement System ("Canfield MERS") is a public pension fund headquartered in Canfield, Ohio. The fund serves the retirement needs of approximately 18,000 active and retired municipal employees. Canfield MERS has held a position in RGC since 2019 and is managed by a combin
4. Other Known Institutional and Retail Holdings
4. Other Known Institutional and Retail Holdings Beyond the three institutional holders profiled above, the Company's shareholder base includes a significant number of additional institutional holders, passive index funds, and retail investors. The precise composition of the remaining float requires updated beneficial ownership data, which we have requested from the Company's transfer agent, Continental Share Service
IV. Advisor Team and Coordination Framework Medium
⚑ Confidentiality undertaking
IV. Advisor Team and Coordination Framework The Company has assembled a team of experienced advisors to support the Board and Special Committee in responding to the activist campaign. Effective coordination among these advisors, under Calderwood & Harkness's direction, is essential to ensuring a unified and consistent approach to shareholder engagement, messaging, and, if necessary, proxy solicitation. This section o
V. Recommended Outreach Timeline and Phases Medium
⚑ Assignment / subcontracting
V. Recommended Outreach Timeline and Phases The shareholder engagement strategy is organized into four phases, each with defined objectives, activities, and timelines. The phases are designed to be sequential but overlapping, with earlier phases informing and enabling subsequent phases. We note at the outset that Phase 4 (Active Solicitation) would only be triggered if the activist campaign proceeds to a full proxy c
VI. Key Messaging and Talking Points Medium
⚑ Assignment / subcontracting
VI. Key Messaging and Talking Points The following messaging framework has been developed in consultation with Harlan Ridge Communications and is designed to provide a consistent, fact-based narrative for use in shareholder meetings, public communications, and proxy advisory firm submissions. All talking points are subject to Regulation FD review by Calderwood & Harkness prior to use and should not be supplemented or
VII. Regulation FD Compliance Protocol Medium
⚑ Liability cap to check against exposure
VII. Regulation FD Compliance Protocol Compliance with Regulation FD (17 C.F.R. § 243.100 et seq.) is of paramount importance in all shareholder engagement activities. Regulation FD prohibits a public company from selectively disclosing material non-public information to certain categories of market participants — including institutional investors and analysts — unless the information is simultaneously disclosed to t
VIII. Coordination with D&O Insurance and Indemnification High
⚑ Indemnity / guarantee obligation
VIII. Coordination with D&O Insurance and Indemnification The activist campaign gives rise to potential liability exposures for the Company's directors and officers, and it is important that directors participating in shareholder outreach activities be aware of the protections available to them under the Company's directors' and officers' liability insurance program and indemnification provisions. Notice to D&O Carri