PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP 7 Times Square, 38th Floor New York, New York 10036
MEMORANDUM
To: File — Redstone Gaming Corp. Follow-On Equity Offering
From: Vivienne St. Claire, Responsible Partner; Brendan Walsh, Lead Associate; Natasha Forbes, Working Associate
Date: October 31, 2025
Re: Due Diligence Defense Memorandum — Section 11 Reasonable Investigation Defense — $180,000,000 Follow-On Equity Offering of Common Stock by Redstone Gaming Corp. (NYSE: RDGM)
Engagement No.: C&H-2025-CM-04187
I. Purpose and Scope of This Memorandum
This memorandum documents the due diligence investigation undertaken by Calderwood & Harkness LLP, as counsel to Redstone Gaming Corp., a Delaware corporation headquartered in Las Vegas, Nevada, in connection with the Company’s underwritten follow-on public offering of common stock. For purposes of this memorandum, Calderwood & Harkness LLP is referred to as “C&H,” and Redstone Gaming Corp. is referred to as “RGC” or the “Company.”
The offering consisted of 6,557,377 shares of RGC common stock, par value $0.001 per share, together with an option granted to the underwriters to purchase up to 983,606 additional shares to cover over-allotments. The maximum number of shares issuable in the offering, assuming full exercise of the over-allotment option, is 7,540,983 shares. The public offering price was $27.45 per share. The base offering generated gross proceeds of $180,000,000, and the offering would generate approximately $207,000,000 in gross proceeds if the over-allotment option were exercised in full.
This memorandum has been prepared for the purpose of establishing, preserving, and memorializing the factual basis for a defense under Section 11(b)(3) of the Securities Act of 1933, as amended. Section 11 of the Securities Act imposes liability on certain enumerated persons for material misstatements or omissions in a registration statement. Section 11(b)(3), however, provides an affirmative defense where such person had, after reasonable investigation, reasonable ground to believe and did believe, at the time the relevant part of the registration statement became effective, that the statements therein were true and that there was no omission of a material fact required to be stated therein or necessary to make the statements therein not misleading.
This memorandum is intended to provide a contemporaneous record of the investigation conducted by C&H and the due diligence process in which C&H participated. It covers, among other things, review of corporate and organizational records, material contracts, gaming regulatory materials, litigation and contingencies, financial statements and related accounting matters, SEC filings, public disclosures, market and industry materials, management and director interviews, SEC comment response procedures, comfort letter procedures, bring-down diligence, and closing verification.
The registration statement used for the offering was RGC’s shelf registration statement on Form S-3, SEC File No. 333-278401, originally filed with the Securities and Exchange Commission on March 14, 2024 and declared effective on March 28, 2024. The shelf registration statement had an initial capacity of $750,000,000. RGC previously completed a takedown from the shelf in September 2024 consisting of a $200,000,000 offering of 5.875% Senior Notes due 2031. Accordingly, prior to the offering described in this memorandum, the remaining shelf capacity was $550,000,000, which was sufficient to cover the base offering and the maximum offering assuming full exercise of the over-allotment option. The prospectus supplement for the offering was filed pursuant to Rule 424(b)(5) under the Securities Act.
The offering priced on October 28, 2025 and closed on October 31, 2025. The underwriting discount was 4.0%, or $1.098 per share, resulting in an underwriting discount of $7,200,000 on the base offering. Net proceeds to the Company before offering expenses were $172,800,000. Estimated offering expenses were approximately $1,350,000, resulting in net proceeds to the Company after all expenses of approximately $171,450,000.
This memorandum is protected by the attorney-client privilege and the attorney work product doctrine. It was prepared by counsel in anticipation of potential litigation and regulatory inquiry and for the purpose of providing legal advice to the Company and preserving counsel’s record of the due diligence process. It is not to be disclosed to any third party without the prior written consent of Vivienne St. Claire, Responsible Partner, Calderwood & Harkness LLP.
II. Transaction Overview
II.A. Description of the Offering
The transaction was structured as an underwritten firm commitment follow-on public offering of common stock of Redstone Gaming Corp. RGC’s common stock is listed on the New York Stock Exchange under the ticker symbol “RDGM.” The CUSIP number for the common stock is 76134Q 108.
The total base offering size was $180,000,000. The public offering price was $27.45 per share, which was also the price anticipated in the final pricing discussions prior to launch. The Company sold 6,557,377 base shares. The Company granted the underwriters an option to purchase up to 983,606 additional shares, representing 15% of the base shares, to cover over-allotments. If the option were exercised in full, the total number of shares issued in the offering would be 7,540,983.
The underwriting discount was 4.0% of the public offering price, equal to $1.098 per share. The total underwriting discount on the base offering was $7,200,000. The public offering price, underwriting discount, number of base shares, and over-allotment option were approved by the Pricing Committee of the Board of Directors on October 28, 2025.
Prior to the offering, RGC had 152,400,000 shares of common stock outstanding. After giving effect to the issuance of the base shares, the Company had 158,957,377 shares outstanding. If the over-allotment option were exercised in full, the Company would have 159,940,983 shares outstanding. The Company’s authorized capital stock consists of 300,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock. No shares of preferred stock were outstanding. The Company held 4,200,000 shares of common stock in treasury. As of the relevant capitalization date, 3,850,000 options were outstanding under the Company’s 2021 Equity Incentive Plan, at a weighted-average exercise price of $19.72 per share.
II.B. Parties to the Transaction
The principal parties and advisers involved in the transaction were as follows.
Issuer. Redstone Gaming Corp. is a Delaware corporation headquartered at 3900 Las Vegas Boulevard South, Suite 1200, Las Vegas, Nevada 89119. Its registered agent in Delaware is Capitol Corporate Services, Inc., 1209 Orange Street, Wilmington, Delaware 19801. The Company’s Delaware Charter File No. is 7291845. Its EIN is 88-1034572, and its CIK is 0001847293.
Lead Bookrunning Manager. Pinnacle Zanthor & Co., 280 Park Avenue, New York, New York 10017, acted as lead bookrunning manager and representative of the several underwriters. The principal contacts at Pinnacle Zanthor were Aisha Rowan, Managing Director, and Colin Matsuda, Vice President. Pinnacle Zanthor was allocated 60% of the underwriting syndicate, representing 3,934,426 shares in the base offering.
Joint Bookrunning Manager. Hargrove Williams Securities LLC, 600 Lexington Avenue, Suite 2200, New York, New York 10022, acted as joint bookrunning manager. The principal contact was Peter Langston, Managing Director. Hargrove Williams was allocated 30% of the underwriting syndicate, representing 1,967,213 shares in the base offering.
Co-Manager. Clearwater Capital Markets Inc., 100 South Charles Street, Suite 1400, Baltimore, Maryland 21201, acted as co-manager. The principal contact was Dana Kessler, Senior Vice President. Clearwater was allocated 10% of the underwriting syndicate, representing 655,738 shares in the base offering.
Underwriters’ Counsel. Whitmore & Pratt LLP, 51 West 52nd Street, New York, New York 10019, acted as counsel to the underwriters. The principal contacts were Thomas Beaumont, Partner, and Rebecca Ling, Senior Associate.
Issuer’s Counsel. Calderwood & Harkness LLP acted as issuer’s counsel. The C&H team included Vivienne St. Claire, Responsible Partner; Robert Adeyemi, Billing Partner; Brendan Walsh, Lead Associate; and Natasha Forbes, Working Associate. C&H’s New York office is located at 7 Times Square, 38th Floor, New York, New York 10036. C&H’s Las Vegas office is located at 3770 Howard Hughes Parkway, Suite 300, Las Vegas, Nevada 89169.
Independent Auditor. Kaplan Feld & Associates LLP, 2049 Century Park East, Suite 3100, Los Angeles, California 90067, served as RGC’s independent registered public accounting firm. The engagement partner was Sandra Meyers.
Transfer Agent and Registrar. Continental Share Services, Inc., 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, New York 10004, served as transfer agent and registrar for the Company’s common stock.
Financial Advisor. Ridgeline Advisory Group LLC, 1999 Avenue of the Stars, Suite 2700, Los Angeles, California 90067, provided market analysis and valuation support. The principal contact was Victor Tanaka, Managing Director.
D&O Insurer. Sentinel Risk Underwriters, Inc., 175 Water Street, New York, New York 10038, is the Company’s directors’ and officers’ liability insurer. The applicable policy is Policy No. SRU-DOX-2025-41882, with a policy limit of $75,000,000.
Indenture Trustee. Fidelitas Trust Company, N.A., 100 Wall Street, 16th Floor, New York, New York 10005, serves as trustee under the Company’s indentures governing its outstanding notes.
Revolving Credit Facility Administrative Agent. Meridian National Bank, N.A., 525 William Penn Place, Pittsburgh, Pennsylvania 15219, serves as administrative agent under RGC’s revolving credit facility.
II.C. Key Issuer Management and Board Members Involved
The members of RGC management and the Board of Directors principally involved in the offering and related diligence process were:
• Marcus Hale, Chief Executive Officer and Director;
• Lena Okafor, Chief Financial Officer;
• Darren Whitfield, Executive Vice President and General Counsel;
• Patricia Moynihan, Independent Director and Chair of the Finance Committee; and
• Raymond Chu, Independent Director and Chair of the Audit Committee.
These individuals participated in management interviews, director interviews, the bring-down due diligence call, pricing authorization procedures, and, where applicable, closing certification processes.
II.D. Key Institutional Shareholders
The following institutional shareholders were identified as key shareholders for purposes of the offering process, lock-up analysis, and investor relations considerations.
Grandview Capital Partners, LP. Grandview Capital Partners, LP, 200 Clarendon Street, 48th Floor, Boston, Massachusetts 02116, beneficially owned 18,720,000 shares, representing approximately 12.28% of RGC’s outstanding common stock prior to the offering. The principal contact was Elena Vasquez, Managing Partner. Grandview executed a lock-up agreement in connection with the offering.
Thornbridge Asset Management, Inc. Thornbridge Asset Management, Inc., 401 North Michigan Avenue, Suite 3200, Chicago, Illinois 60611, beneficially owned 10,668,000 shares, representing approximately 7.00% of RGC’s outstanding common stock prior to the offering. The principal contact was James Harwood, Portfolio Manager.
II.E. Use of Proceeds
The final prospectus supplement disclosed that the Company intended to use the net proceeds from the offering for three principal purposes: expansion into the Louisiana and Indiana gaming markets, partial retirement of outstanding indebtedness, and general corporate purposes.
Approximately $115,000,000, representing approximately 67.1% of net proceeds after offering expenses, is expected to be used for the Louisiana and Indiana expansion initiatives. Of this amount, approximately $70,000,000 is expected to be used for the acquisition of development rights and initial construction related to the Company’s proposed Bossier City, Louisiana casino-resort development. Approximately $45,000,000 is expected to be used for renovation and rebranding of a leased gaming facility in Gary, Indiana.
Approximately $50,000,000 is expected to be used for the partial retirement of the Company’s 6.25% Senior Secured Notes due June 15, 2028, at par. The intended repayment would reduce the outstanding principal amount of those notes from $325,000,000 to $275,000,000.
The remaining approximately $6,450,000 is expected to be used for general corporate purposes, including working capital, transaction-related costs not otherwise capitalized, and other corporate needs consistent with the Company’s ordinary course operations.
II.F. Timeline of Key Events
The following timeline summarizes the principal corporate, regulatory, offering, and diligence events relevant to the transaction.
III. Legal Standards — Section 11 Due Diligence Defense
III.A. Statutory Framework
Section 11(a) of the Securities Act imposes liability for material misstatements or omissions in a registration statement on specified persons, including the issuer, persons who signed the registration statement, directors or persons named as about to become directors, experts whose reports are included or incorporated by reference, and underwriters. In the case of an issuer, liability under Section 11 is generally treated as strict liability, subject to limited defenses not dependent on due diligence. For underwriters, directors, officers who sign the registration statement, and certain other enumerated persons, Section 11 provides affirmative defenses based on due diligence and reasonable reliance.
Section 11(b)(3) provides that a defendant, other than the issuer, shall not be liable if the defendant can establish that, after reasonable investigation, the defendant had reasonable ground to believe and did believe, at the time the relevant part of the registration statement became effective, that the statements therein were true and that there was no omission of a material fact required to be stated therein or necessary to make the statements therein not misleading.
The statute distinguishes between expertised and non-expertised portions of a registration statement. Expertised portions include financial statements audited by an independent registered public accounting firm and other portions purporting to be made on the authority of an expert. For expertised portions, Section 11(b)(3)(C) generally permits reliance on the expert’s authority, absent reasonable grounds to believe that the expertised portion was untrue or incomplete. For non-expertised portions, Section 11(b)(3)(A) and (B) require a reasonable investigation and reasonable belief in the truth and completeness of the disclosure.
Section 11(c) provides that the standard of reasonableness is that required of a prudent person in the management of his or her own property. The inquiry is objective and contextual. It depends on the nature of the issuer, the complexity of the transaction, the role of the relevant participant, the type of disclosure at issue, the availability of source documents, and whether particular circumstances suggested a need for additional inquiry.
III.B. Applicable Guidance and Case Law
Courts have interpreted Section 11’s due diligence defense to require an active, substantive investigation rather than passive acceptance of management’s representations. Leading decisions have emphasized that underwriters and other participants cannot rely solely on the issuer’s assertions where reasonable investigation would identify inconsistencies, omissions, or red flags. The investigation must be proportionate to the issuer’s business, the risks presented by the transaction, and the disclosure being made to investors.
The case law generally recognizes several principles relevant to this transaction. First, underwriters are expected to conduct a particularly careful investigation because of their role as intermediaries between the issuer and the investing public. Second, outside directors and officers may be evaluated in light of their access to information, their responsibilities, and their actual involvement in the issuer’s affairs. Third, counsel’s involvement in the diligence process is not a substitute for the statutory responsibilities of other participants, but counsel’s document review, drafting, issue-spotting, questioning of management, coordination with auditors, and verification work are important components of the collective diligence effort.
Decisions involving public offerings have also stressed the importance of follow-up inquiry where the diligence record reveals matters of heightened risk. Examples include adverse trends in business performance, unresolved accounting issues, regulatory contingencies, material litigation, liquidity concerns, and inconsistencies between public disclosure and internal information. In this transaction, the areas of heightened scrutiny included gaming regulatory risk, geographic revenue concentration in Nevada, the specificity of the use of proceeds, the July 15, 2025 Form 10-K/A, the RedBet Digital online gaming platform, debt covenant compliance, and the accuracy of dilution calculations.
III.C. Scope of Defense This Memorandum Is Intended to Support
This memorandum documents the investigation undertaken by C&H as issuer’s counsel. It covers both expertised and non-expertised portions of the registration statement, including the base prospectus, the prospectus supplement, documents incorporated by reference, and related offering materials. With respect to expertised financial statements, C&H’s work consisted principally of review for consistency, identification of red flags, and coordination with Kaplan Feld & Associates LLP regarding comfort letter procedures. With respect to non-expertised disclosure, C&H participated in and conducted a reasonable investigation through document review, management interviews, director interviews, verification of material statements, industry and regulatory analysis, and bring-down procedures.
The investigation encompassed the following categories of diligence:
• review of corporate records, charter documents, bylaws, board minutes, board resolutions, subsidiary records, and capitalization materials;
• review of SEC filings and all documents incorporated by reference in the registration statement and prospectus supplement;
• review of material contracts, including debt instruments, property leases, technology licensing agreements, employment agreements, and insurance policies;
• review of gaming regulatory licenses, pending applications, correspondence with regulators, and compliance reports;
• review of litigation and contingency materials, including outside counsel summaries and insurance coverage information;
• review of financial statements, MD&A, audit committee materials, non-GAAP reconciliations, and auditor comfort materials;
• interviews with management and independent directors;
• review and response to SEC comments;
• verification of material factual statements in the prospectus supplement; and
• bring-down diligence and closing verification.
IV. Due Diligence Team and Responsibilities
IV.A. Calderwood & Harkness LLP Team
The C&H team was organized to provide partner-level supervision, associate-level execution, and coordinated review of legal, disclosure, regulatory, and closing matters.
Vivienne St. Claire served as Responsible Partner. Ms. St. Claire had overall responsibility for supervising the due diligence process, advising on Securities Act liability considerations, participating in management interviews and the independent director interview, participating in the bring-down call, reviewing the final prospectus supplement, and reviewing key closing deliverables, including the negative assurance letter and legal opinion.
Robert Adeyemi served as Billing Partner. Mr. Adeyemi maintained an oversight role and reviewed key due diligence findings, including the principal areas of heightened scrutiny and the final conclusions reflected in this memorandum.
Brendan Walsh served as Lead Associate. Mr. Walsh had primary responsibility for coordinating the diligence process, maintaining the diligence request list, reviewing corporate, contractual, regulatory, and SEC filing materials, coordinating with underwriters’ counsel and the auditor, participating in all management interviews and the bring-down call, preparing SEC comment response materials, and drafting this memorandum.
Natasha Forbes served as Working Associate. Ms. Forbes conducted document review, reviewed public filings and EDGAR materials, coordinated comfort letter and circle-up procedures with Kaplan Feld & Associates LLP, prepared and maintained the due diligence checklist and tracking logs, participated in management interviews and the bring-down call, and assisted with closing verification.
IV.B. Other Participants in the Due Diligence Process
The diligence process was conducted in coordination with underwriters’ counsel, the underwriters, the independent auditor, the Company’s financial advisor, and Company management.
Thomas Beaumont and Rebecca Ling of Whitmore & Pratt LLP, counsel to the underwriters, participated in management interviews and the bring-down call and conducted an independent review of the registration statement and prospectus supplement. They also provided comments on disclosure, coordinated underwriters’ diligence requests, and reviewed underwriting agreement deliverables.
Aisha Rowan and Colin Matsuda of Pinnacle Zanthor & Co. participated in management interviews and the bring-down call. Pinnacle Zanthor provided industry analysis, market context, and feedback on investor concerns, including gaming regulatory risk, geographic concentration, and the Company’s capital allocation strategy. Peter Langston of Hargrove Williams Securities LLC participated in the initial management interview.
Sandra Meyers of Kaplan Feld & Associates LLP participated in comfort letter and circle-up procedures. Kaplan Feld delivered the initial comfort letter at pricing and the bring-down comfort letter at closing.
Victor Tanaka of Ridgeline Advisory Group LLC provided valuation support and market analysis, including gaming sector comparables, capital markets context, and market positioning analysis relevant to the offering.
Marcus Hale, Lena Okafor, and Darren Whitfield of RGC management participated in management interviews and the bring-down call, responded to diligence requests, provided access to documents and information, and reviewed disclosure for accuracy. Patricia Moynihan and Raymond Chu, independent directors of RGC, participated in select diligence sessions regarding board oversight, audit committee matters, internal controls, and corporate governance.
V. Chronology and Description of Due Diligence Activities
V.A. Phase I — Pre-Filing Due Diligence
September 15 – October 5, 2025
V.A.1. Initial Organizational Meeting and Kick-Off. An initial organizational meeting was held by video conference on September 15, 2025. Participants included Vivienne St. Claire, Brendan Walsh, and Natasha Forbes of C&H; Marcus Hale, Lena Okafor, and Darren Whitfield of RGC; Aisha Rowan and Colin Matsuda of Pinnacle Zanthor; and Thomas Beaumont and Rebecca Ling of Whitmore & Pratt.
The meeting covered the overall structure and timing of the proposed offering, including anticipated filing, SEC review, launch, pricing, and closing dates. The parties discussed the Company’s reasons for the offering, expected use of proceeds, investor messaging, recent financial performance, and anticipated diligence focus areas. The key areas identified for diligence included gaming regulatory compliance, pending expansion into Louisiana and Indiana, Nevada revenue concentration, the July 15, 2025 Form 10-K/A, debt covenant compliance, RedBet Digital regulatory matters, litigation, internal controls, and the accuracy of capitalization and dilution disclosure.
The participants also discussed the allocation of diligence responsibilities. RGC agreed to establish a virtual data room and provide corporate records, contracts, regulatory materials, litigation summaries, financial information, public filings, board materials, and supporting documents for factual statements expected to appear in the prospectus supplement. C&H agreed to maintain the diligence request list and coordinate document review, SEC comment response, and closing deliverables with RGC and underwriters’ counsel.
V.A.2. Document Review — Corporate and Organizational Documents. From September 16 through September 30, 2025, Brendan Walsh and Natasha Forbes reviewed RGC’s corporate and organizational documents. The review was designed to confirm corporate existence, good standing, authority to issue shares, capitalization, board authorization, subsidiary structure, and any contractual restrictions relevant to the offering.
The documents reviewed included the Certificate of Incorporation, as amended, of Redstone Gaming Corp., Delaware Charter File No. 7291845. The Certificate of Incorporation confirmed that RGC is authorized to issue 300,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock. The review also included the Company’s amended and restated bylaws and good standing certificates from the Delaware Secretary of State and the Nevada Secretary of State.
C&H reviewed minutes of Board of Directors meetings for the prior three fiscal years, with particular attention to financing strategy, expansion plans, audit committee matters, regulatory matters, capital expenditures, and risk oversight. C&H also reviewed the Board resolutions dated September 30, 2025 authorizing the offering and establishing a Pricing Committee consisting of Marcus Hale, Lena Okafor, and Patricia Moynihan. The resolutions authorized the Pricing Committee to set the final public offering price, provided that the price would not be less than $25.00 per share, and to determine the final number of shares, provided that the maximum number of shares would not exceed 8,000,000.
The organizational chart showed RGC’s subsidiary structure, including RedBet Digital LLC, a Nevada limited liability company that operates the Company’s online sports betting and iGaming business. C&H reviewed stockholder agreements, registration rights agreements, and voting agreements made available in the data room and did not identify any contractual restriction that would prevent the offering or require additional disclosure beyond that included in the prospectus supplement.
V.A.3. Document Review — Gaming Regulatory Compliance. From September 18 through October 3, 2025, Brendan Walsh and Natasha Forbes, with input from Vivienne St. Claire, reviewed gaming regulatory compliance materials. Because RGC operates in a heavily regulated industry, and because a material portion of the use of proceeds was dedicated to expansion into Louisiana and Indiana, gaming regulatory diligence was treated as an area of heightened scrutiny.
C&H reviewed the Company’s Nevada Gaming Commission License No. NGC-2019-04172 and related renewal filings, the New Jersey Division of Gaming Enforcement License No. NJDGE-2020-1138 and related compliance reports, and the Mississippi Gaming Commission License No. MGC-2018-0623. C&H also reviewed the Company’s pending application to the Louisiana Gaming Control Board, submitted August 12, 2025, and its pending application to the Indiana Gaming Commission, submitted September 5, 2025.
The review included correspondence with each gaming regulatory body for the prior 24 months, compliance officer reports, internal gaming regulatory audit results, and RedBet Digital LLC online sports betting and iGaming licenses in twelve states. The materials reviewed did not reveal any material adverse findings. Existing licenses reviewed were in good standing. The Louisiana and Indiana applications were pending without any adverse indication from regulators. C&H did not identify any pending or threatened regulatory enforcement action that required disclosure beyond the Company’s existing public disclosure.
V.A.4. Document Review — Material Contracts. From September 19 through October 1, 2025, Brendan Walsh and Natasha Forbes reviewed material contracts relevant to the offering, including indebtedness documents, property leases, technology agreements, executive arrangements, and insurance policies.
The debt document review included the indenture dated June 15, 2021 governing the Company’s 6.25% Senior Secured Notes due 2028, of which $325,000,000 remained outstanding. The CUSIP for those notes is 76134Q 206, and Fidelitas Trust Company, N.A. serves as trustee. C&H reviewed incurrence covenants, restrictions on additional indebtedness, change of control provisions, and optional redemption provisions relevant to the planned $50,000,000 partial retirement of those notes.
C&H also reviewed the indenture dated September 20, 2024 governing the Company’s 5.875% Senior Notes due 2031, of which $200,000,000 remained outstanding. The CUSIP for those notes is 76134Q 305, and Fidelitas Trust Company, N.A. serves as trustee.
In addition, C&H reviewed the Company’s revolving credit facility. The facility provides $400,000,000 of capacity, of which $135,000,000 was drawn. Meridian National Bank, N.A. serves as administrative agent. The facility matures on April 30, 2027 and bears interest at Term SOFR plus 2.50%. C&H reviewed the financial maintenance covenants, cross-default provisions, and notice requirements applicable to equity issuances.
The contract review also included property leases for eight casino-resort properties across Nevada, New Jersey, and Mississippi; technology licensing agreements for the RedBet Digital platform; management agreements and employment agreements for senior executives; and the Company’s directors’ and officers’ liability insurance policy issued by Sentinel Risk Underwriters, Inc., Policy No. SRU-DOX-2025-41882, with a policy limit of $75,000,000. C&H did not identify any material contractual impediment to the offering.
V.A.5. Document Review — Litigation and Contingencies. From September 22 through October 1, 2025, Natasha Forbes, under the supervision of Brendan Walsh, reviewed litigation and contingency materials. The materials included a litigation docket and summary provided by Darren Whitfield, the Company’s General Counsel, pending and threatened litigation summaries, outside counsel litigation reports, insurance coverage analysis, government investigation or inquiry materials, and environmental materials relating to the Company’s casino-resort properties.
C&H compared the litigation materials against the Company’s existing disclosure in its Form 10-K, Form 10-K/A, and Forms 10-Q. The review did not identify any material pending or threatened litigation requiring disclosure beyond existing public disclosure. The materials did not indicate any new government investigation or inquiry that would be material to investors. Environmental matters reviewed appeared to be consistent with ordinary course property ownership and operation and did not require additional offering-specific disclosure.
V.A.6. Document Review — Financial Statements and Accounting. From September 23 through October 3, 2025, Natasha Forbes reviewed financial statements and accounting-related materials, coordinating with Sandra Meyers of Kaplan Feld & Associates LLP. The review included the audited financial statements for fiscal year 2024 as set forth in the Company’s Form 10-K and as amended by the Form 10-K/A filed July 15, 2025, quarterly financial statements included in the Company’s Forms 10-Q, Management’s Discussion and Analysis, audit committee minutes, correspondence with auditors, key financial metrics, and non-GAAP reconciliations.
The key financial metrics reviewed included FY 2024 total revenues of $2,470,000,000, Adjusted EBITDA of $612,000,000, and net income of $187,000,000. C&H also reviewed the Company’s reconciliation of Adjusted EBITDA to the nearest GAAP measure and the presentation of non-GAAP financial measures in the prospectus supplement and incorporated filings.
The audited financial statements are expertised portions of the registration statement. C&H’s role with respect to these portions was limited to reviewing the financial disclosure for internal consistency, identifying any red flags warranting further inquiry, coordinating comfort letter procedures, and relying on Kaplan Feld’s audit opinion as permitted by Section 11(b)(3)(C). C&H did not conduct an independent audit of the Company’s financial statements.
V.A.7. Document Review — SEC Filings and Public Disclosures. From September 24 through October 5, 2025, Natasha Forbes and Brendan Walsh reviewed RGC’s SEC filings and public disclosures. The review included the Form S-3 shelf registration statement filed March 14, 2024 and declared effective March 28, 2024, SEC File No. 333-278401; all documents incorporated by reference, including the Form 10-K, Form 10-K/A, Forms 10-Q, Forms 8-K, proxy statements, and Section 16 filings; prior takedown materials from the September 2024 $200,000,000 debt offering; correspondence with the SEC; prior comment letters and responses; and EDGAR filing history.
C&H verified that the shelf registration statement remained effective and that the Company had sufficient remaining shelf capacity for the offering. After giving effect to the prior $200,000,000 debt takedown, the remaining shelf capacity was $550,000,000. This amount was sufficient for the $180,000,000 base offering and the maximum gross proceeds of approximately $207,000,000 assuming full exercise of the over-allotment option.
C&H also reviewed the Company’s Exchange Act filing history for completeness and timeliness. No filing deficiency was identified that would prevent use of Form S-3 or incorporation by reference.
V.A.8. Industry and Market Analysis. From September 25 through October 3, 2025, Brendan Walsh reviewed publicly available industry reports, analyst coverage of the gaming sector, and market information relevant to RGC’s business and offering. C&H also consulted with Victor Tanaka of Ridgeline Advisory Group LLC regarding RGC’s valuation and market positioning.
The review covered the competitive landscape in Nevada, New Jersey, and Mississippi, as well as the target expansion markets of Louisiana and Indiana. It included review of gaming market trends, customer visitation patterns, capital expenditure requirements for casino-resort assets, state licensing requirements, and competitive dynamics in regional gaming markets.
C&H also reviewed online gaming, iGaming, and sports betting market trends relevant to RedBet Digital. The review focused on the evolving state-by-state regulatory framework, licensing requirements, market access arrangements, tax rates, and compliance obligations. This analysis informed the risk factor disclosure relating to multi-state regulatory risk and digital gaming regulation.
V.B. Phase II — Management Interviews
October 6 – October 10, 2025
V.B.1. Initial Management Interview — October 7, 2025. The initial management interview was held by video conference on October 7, 2025 and lasted approximately three hours. RGC participants were Marcus Hale, Chief Executive Officer; Lena Okafor, Chief Financial Officer; and Darren Whitfield, General Counsel. C&H participants were Vivienne St. Claire, Brendan Walsh, and Natasha Forbes. Whitmore & Pratt participants were Thomas Beaumont and Rebecca Ling. Pinnacle Zanthor participants were Aisha Rowan and Colin Matsuda. Hargrove Williams participant Peter Langston also attended.
The interview began with a business overview and discussion of the Company’s strategic direction. Management described RGC’s operating portfolio, its core markets, the rationale for expansion into Louisiana and Indiana, and the strategic role of RedBet Digital. Management emphasized that the offering was intended to fund expansion while also reducing leverage through partial retirement of the 6.25% Senior Secured Notes due 2028.
The participants discussed the Company’s financial performance and outlook. Management reviewed FY 2024 results, including revenue of $2.47 billion, Adjusted EBITDA of $612 million, and net income of $187 million. The diligence participants asked about revenue trends, margins, customer visitation, promotional spending, labor costs, capital expenditure requirements, and known trends or uncertainties.
A significant portion of the interview focused on the Company’s Nevada revenue concentration. Management confirmed that approximately 58% of total gaming revenue was generated in Nevada and discussed the Company’s diversification strategy. The Louisiana and Indiana projects were described as part of a broader plan to reduce concentration in Nevada over time, subject to regulatory approvals and execution risk.
Management also discussed the RedBet Digital platform, including performance by state, state-by-state licensing status, customer acquisition costs, regulatory compliance, and cybersecurity controls. Management confirmed that RedBet Digital held online sports betting and iGaming licenses in twelve states.
The participants reviewed capital expenditure plans for the Bossier City, Louisiana casino-resort development, expected to require approximately $70 million of offering proceeds for acquisition of development rights and initial construction, and the Gary, Indiana facility renovation and rebranding, expected to require approximately $45 million of offering proceeds. Management also discussed the planned $50 million partial retirement of the 6.25% Senior Secured Notes.
Darren Whitfield provided an update on pending gaming license applications. The Louisiana application had been submitted on August 12, 2025, and the Indiana application had been submitted on September 5, 2025. Management stated that no adverse indication had been received from either regulator.
The interview also covered litigation, related party transactions, internal controls over financial reporting, known trends and uncertainties, and whether any material adverse change had occurred since the date of the most recent financial statements. Management confirmed that there had been no material changes in pending or threatened litigation since the Company’s prior public filings and that no material adverse change had occurred.
V.B.2. Follow-Up Management Interview — October 9, 2025. A follow-up management interview was held by video conference on October 9, 2025 and lasted approximately two hours. RGC participants were Lena Okafor and Darren Whitfield. C&H participants were Brendan Walsh and Natasha Forbes. Whitmore & Pratt participant Rebecca Ling also attended.
The follow-up interview focused on topics requiring additional detail after the initial management interview and document review. The participants discussed the Form 10-K/A filed July 15, 2025, including the nature of the amendment, the disclosure affected, and whether the amendment indicated any broader financial reporting or internal control issue. Management explained the amendment and confirmed that it did not reflect a material weakness in internal control over financial reporting or a restatement of the primary financial statements requiring additional offering disclosure beyond proper incorporation by reference and existing disclosure.
The participants also discussed tax matters and federal and state tax positions, including tax compliance in gaming jurisdictions and expected tax considerations related to the Louisiana and Indiana expansion projects. No material undisclosed tax contingency was identified.
Employee benefit plans and the 2021 Equity Incentive Plan were reviewed. Management confirmed that 3,850,000 options were outstanding under the plan at a weighted-average exercise price of $19.72 per share.
The diligence team reviewed revolving credit facility compliance. Management confirmed that the facility had $400 million of capacity, $135 million drawn, an interest rate of Term SOFR plus 250 basis points, and a maturity date of April 30, 2027. Management also confirmed compliance with applicable financial maintenance covenants and agreed to provide updated covenant compliance certificates.
Environmental and regulatory compliance across the Company’s eight casino-resort properties in Nevada, New Jersey, and Mississippi was discussed. Management did not identify any material environmental issue or regulatory matter requiring additional disclosure. The participants also discussed cybersecurity and data privacy matters, particularly as they relate to RedBet Digital, and reviewed the Company’s intellectual property portfolio.
V.B.3. Independent Director Interview — October 10, 2025. An independent director interview was held by video conference on October 10, 2025 and lasted approximately one hour. RGC participants were Patricia Moynihan, Chair of the Finance Committee, and Raymond Chu, Chair of the Audit Committee. C&H participants were Vivienne St. Claire and Brendan Walsh. Whitmore & Pratt participant Thomas Beaumont also attended.
The interview focused on board oversight of the offering process, the role of the Finance Committee, and the Audit Committee’s oversight of financial reporting and internal controls. Ms. Moynihan discussed the Board’s review of the offering, including the use of proceeds, leverage reduction, and expansion strategy. She confirmed that the Board had reviewed management’s proposed financing plan and had authorized the Pricing Committee on September 30, 2025.
Mr. Chu discussed the Audit Committee’s interaction with Kaplan Feld & Associates LLP, including audit committee meetings, auditor communications, and internal control matters. He confirmed that the Audit Committee had not been advised of any material weakness or significant deficiency requiring disclosure beyond the Company’s existing public filings.
The directors were asked about related party transactions, corporate governance practices, known risks or contingencies, and any concerns not otherwise reflected in the offering disclosure. Neither director identified any undisclosed material risk, contingency, or related party transaction.
V.C. Phase III — SEC Comment Response and Supplemental Diligence
October 14 – October 24, 2025
V.C.1. Receipt and Analysis of SEC Comment Letter. On October 14, 2025, the Company received a comment letter from the Branch Chief, Office of Real Estate & Construction, Division of Corporation Finance, Securities and Exchange Commission. The letter contained six comments relating to the preliminary prospectus supplement and incorporated disclosure.
Brendan Walsh and Natasha Forbes prepared an internal analysis memorandum dated October 15, 2025. The memorandum summarized each comment, identified the disclosure or diligence issue implicated, and proposed response language or supplemental diligence steps. On October 15, 2025, Vivienne St. Claire communicated the substance of the comments and recommended responses to Darren Whitfield, the Company’s General Counsel.
V.C.2. Summary of SEC Comments and Due Diligence Implications. Comment 1 — Use of Proceeds. The SEC requested more specific allocation of offering proceeds between Louisiana and Indiana expansion and retirement of the Senior Secured Notes. In response, C&H confirmed with Lena Okafor and Marcus Hale the specific dollar allocations: approximately $70 million for Bossier City, Louisiana; approximately $45 million for Gary, Indiana; approximately $50 million for partial retirement of the 6.25% Senior Secured Notes; and approximately $6.45 million for general corporate purposes. C&H verified these amounts against Board materials, capital budgets, and business plans. The use of proceeds disclosure was revised accordingly.
Comment 2 — Risk Factors — Nevada Revenue Concentration. The SEC requested additional risk factor disclosure addressing the Company’s concentration of gaming revenue in Nevada and regulatory risks associated with multi-state expansion. C&H reviewed the geographic revenue breakdown with the CFO and confirmed that approximately 58% of total gaming revenue was generated in Nevada. C&H confirmed that the figure was derived from internal management reports and consistent with the Company’s Form 10-K disclosure. C&H drafted additional risk factor disclosure addressing Nevada concentration, expansion execution risk, and state gaming regulatory risk.
Comment 3 — Dilution Table. The SEC requested an updated dilution table. C&H confirmed net tangible book value per share calculations with the CFO and verified the share counts used in the table: 152,400,000 shares outstanding before the offering, 158,957,377 shares outstanding after the base offering, and 159,940,983 shares outstanding assuming full exercise of the over-allotment option. The dilution table was updated and reviewed against the capitalization records.
Comment 4 — Incorporation by Reference — Form 10-K/A. The SEC requested specific identification of the Form 10-K/A filed July 15, 2025. C&H confirmed the filing date and scope of the amendment, reviewed the EDGAR filing, and updated the incorporation by reference section to specifically identify the Form 10-K/A.
Comment 5 — Plan of Distribution — Regulation M. The SEC requested clarification regarding stabilization and passive market making. C&H discussed the intended stabilization activities with Pinnacle Zanthor and Whitmore & Pratt. The Plan of Distribution disclosure was revised to clarify potential stabilization transactions, passive market making under Regulation M, and related underwriter activities.
Comment 6 — Legal Opinion — Exhibit 5.1. The SEC requested that the legal opinion cover the maximum number of shares, including the over-allotment shares, and reference the specific Board resolutions. C&H updated its legal opinion to cover 7,540,983 maximum shares and to reference the Board resolutions adopted September 30, 2025.
V.C.3. Supplemental Document Requests and Verification. From October 16 through October 22, 2025, C&H requested and received supplemental materials from RGC in response to the SEC comments and related diligence issues. The materials included updated capitalization schedules, geographic revenue breakdowns supporting the 58% Nevada concentration figure, development timelines and budget documents for the Bossier City and Gary projects, confirmation of compliance with revolving credit facility covenants, and an updated litigation docket.
Brendan Walsh and Natasha Forbes reviewed these materials and verified material factual statements in the revised prospectus supplement against source documents. Where factual statements were based on management records rather than publicly filed documents, C&H obtained management confirmation, and where appropriate, included the relevant items in the comfort letter circle-up process.
V.C.4. SEC Comment Response Filing. C&H prepared a draft response letter addressed to the Branch Chief, Office of Real Estate & Construction, Division of Corporation Finance, Securities and Exchange Commission. The internal target date of October 21, 2025 was met. The response letter addressed all six SEC comments through revised disclosure language and supplemental explanations.
Following review by RGC management, underwriters’ counsel, and the underwriters, the response was submitted to the SEC. C&H confirmed that the revised disclosure in the prospectus supplement was consistent with the diligence record and responsive to the SEC comments.
V.D. Phase IV — Comfort Letter Procedures and Auditor Coordination
October 17 – October 31, 2025
V.D.1. Comfort Letter Request. C&H coordinated comfort letter procedures with Kaplan Feld & Associates LLP. Brendan Walsh sent a formal request letter to Sandra Meyers specifying the financial statements and financial data to be covered, the requested circle-up procedures and specified items, the cut-off dates for financial data, and the form of the initial comfort letter to be delivered at pricing and the bring-down comfort letter to be delivered at closing.
The comfort letter request covered financial information included or incorporated by reference in the registration statement and prospectus supplement, including selected financial data, revenue, net income, Adjusted EBITDA and related non-GAAP reconciliations, share and capitalization data where appropriate, and subsequent-period change language.
V.D.2. Circle-Up Procedures. From October 17 through October 24, 2025, C&H coordinated circle-up procedures among RGC, Kaplan Feld, and the underwriters’ counsel. On October 17, 2025, Natasha Forbes sent Sandra Meyers a detailed email identifying the proposed circle-up items.
C&H coordinated with Lena Okafor and Kaplan Feld to verify the accuracy of financial data in the prospectus supplement, the consistency of selected financial data with audited and reviewed financial statements, the agreement of statistical and financial data to underlying Company records, and the absence of material changes in specified financial line items subsequent to the latest reported period.
C&H reviewed drafts of the comfort letter and worked with Kaplan Feld and underwriters’ counsel to address open circle-up items. Particular attention was given to the FY 2024 financial metrics, Adjusted EBITDA, share count data, capitalization items, and any financial statement line items referenced in the prospectus supplement or incorporated by reference.
V.D.3. Comfort Letter Delivery. Kaplan Feld delivered its initial comfort letter at signing and pricing on October 28, 2025. Kaplan Feld delivered its bring-down comfort letter at closing on October 31, 2025. C&H reviewed both comfort letters for compliance with the underwriting agreement requirements, including addressees, cut-off dates, covered periods, agreed-upon procedures, negative assurance language regarding subsequent changes, and conformity to the negotiated form.
C&H did not identify any exception in the comfort letters that required additional disclosure or further diligence before closing.
V.E. Phase V — Bring-Down Due Diligence Call
October 27, 2025
V.E.1. Participants. The bring-down due diligence call was attended by Marcus Hale, Lena Okafor, and Darren Whitfield of RGC; Vivienne St. Claire, Brendan Walsh, and Natasha Forbes of C&H; Thomas Beaumont and Rebecca Ling of Whitmore & Pratt; and Aisha Rowan and Colin Matsuda of Pinnacle Zanthor.
V.E.2. Date and Time. The bring-down call was held by video conference on October 27, 2025, the day prior to pricing. The call lasted approximately 1.5 hours.
V.E.3. Topics Covered. The bring-down call was designed to confirm the accuracy and completeness of the registration statement and prospectus supplement as of the date immediately prior to pricing and to identify any developments since the last management diligence sessions.
The participants discussed updates since the Company’s most recent Form 10-Q filing, including business performance, operations, financial condition, liquidity, capital expenditures, and regulatory matters. Management was asked whether there had been any material changes in the Company’s business, operations, financial condition, or prospects. Management stated that there had been no such material changes.
The participants discussed pending and threatened litigation and asked whether any new matters had arisen or whether any existing matters had experienced material developments. Management confirmed that there were no new material litigation developments.
Gaming regulatory developments were reviewed, including the status of the Louisiana Gaming Control Board application and the Indiana Gaming Commission application. Management confirmed that both applications remained pending and that the Company had not received any adverse indication from either regulator.
The diligence team reviewed compliance with covenants under the Company’s indentures governing the 6.25% Senior Secured Notes due 2028 and 5.875% Senior Notes due 2031 and under the revolving credit facility with Meridian National Bank, N.A. Management confirmed compliance with applicable covenants.
The participants also discussed known trends, demands, commitments, events, or uncertainties that could materially affect the Company’s results; related party transactions; material contracts; and any new material contracts entered into or existing contracts amended or terminated. Management did not identify any undisclosed material trend, commitment, event, uncertainty, related party transaction, or material contract development.
V.E.4. Bring-Down Confirmation. Management confirmed that, to their knowledge, the registration statement and prospectus supplement, as amended and supplemented, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Management further confirmed that no material adverse change had occurred since the date of the most recent financial statements incorporated by reference into the registration statement and prospectus supplement.
V.F. Phase VI — Closing Verification
October 28 – October 31, 2025
V.F.1. Pricing Date Activities — October 28, 2025. On October 28, 2025, the Pricing Committee, consisting of Marcus Hale, Lena Okafor, and Patricia Moynihan, met to approve the final offering terms. The Pricing Committee approved the public offering price of $27.45 per share, the issuance of 6,557,377 base shares, the underwriting discount of $1.098 per share, and execution of the underwriting agreement.
A pricing term sheet was circulated and confirmed by the Company and the underwriters. The pricing term sheet was filed as a free writing prospectus under Rule 433. The underwriting agreement was executed by RGC and Pinnacle Zanthor & Co., as representative of the several underwriters, including Hargrove Williams Securities LLC and Clearwater Capital Markets Inc.
C&H also confirmed that lock-up agreements had been executed by all 10 directors and executive officers and by Grandview Capital Partners, LP, through Elena Vasquez. The lock-up agreements provided for a 90-day lock-up period, subject to specified exceptions and release only with the consent of Pinnacle Zanthor.
V.F.2. Closing Date Activities — October 31, 2025. On October 31, 2025, C&H reviewed closing deliverables against the master closing checklist. The deliverables included:
• the final prospectus supplement filed under Rule 424(b)(5);
• the executed underwriting agreement;
• an officer’s certificate signed by Marcus Hale, Chief Executive Officer, and Lena Okafor, Chief Financial Officer, certifying the accuracy of representations and warranties, compliance with covenants, absence of a material adverse change, and satisfaction of conditions to closing;
• a secretary’s certificate attaching certified copies of the Certificate of Incorporation, bylaws, Board resolutions dated September 30, 2025, Pricing Committee resolutions, and officer and director incumbency;
• the legal opinion of C&H, filed as Exhibit 5.1, covering 7,540,983 maximum shares, referencing the Board resolutions dated September 30, 2025, and opining on due authorization, valid issuance, full payment, and non-assessability under Delaware law;
• the negative assurance letter from C&H to the underwriters;
• the tax disclosure opinion from C&H;
• the initial and bring-down comfort letters from Kaplan Feld;
• good standing certificates from Delaware and Nevada;
• DTC eligibility confirmation from Continental Share Services, Inc.;
• the NYSE supplemental listing application;
• executed lock-up agreements; and
• related closing certificates, receipts, and confirmations.
C&H confirmed the wire transfer of net proceeds. The base offering produced gross proceeds of $180,000,000. After deduction of the underwriting discount of $7,200,000, net proceeds before offering expenses were $172,800,000. After estimated offering expenses of approximately $1,350,000, net proceeds to the Company were approximately $171,450,000.
C&H also confirmed share delivery via DTC through Continental Share Services, Inc.
VI. Verification of Material Statements in the Prospectus Supplement
VI.A. Methodology. C&H conducted a verification process for material factual statements in the prospectus supplement. The objective was to trace each material factual statement to a primary source document, Company record, public filing, third-party source, auditor comfort letter item, or management confirmation. Verification was conducted principally by Brendan Walsh and Natasha Forbes, under the supervision of Vivienne St. Claire.
For non-expertised portions of the registration statement and prospectus supplement, C&H applied a reasonable investigation approach. This included review of source documents, comparison against public filings, management questioning, follow-up requests where information was incomplete or inconsistent, and confirmation of material statements during management interviews and the bring-down call.