FOR IMMEDIATE RELEASE
March 13, 2023
Media and Investor Contacts:
Redstone Gaming Corp. and Pinnacle Harbor Capital Partners Announce Cooperation and Standstill Agreement
*Pinnacle Harbor Withdraws All Director Nominations; Parties Agree on Appointment of New Independent Director Franklin Chu to RGC Board*
LAS VEGAS, NV and NEW YORK, NY — March 13, 2023 — Redstone Gaming Corp. (Nasdaq: RGC) ("RGC" or the "Company"), a Delaware-incorporated, Nevada-headquartered publicly traded gaming and entertainment company, and Pinnacle Harbor Capital Partners, LP ("Pinnacle Harbor"), a Delaware limited partnership and event-driven activist equity fund, today jointly announced that they have entered into a Cooperation and Standstill Agreement dated as of March 10, 2023 (the "Agreement"). The Agreement resolves all matters related to Pinnacle Harbor's previously announced campaign to elect its director nominees to the RGC Board of Directors (the "Board") at the Company's upcoming 2023 Annual Meeting of Stockholders. In connection with the Agreement, Pinnacle Harbor has irrevocably withdrawn all director nominations for the 2023 Annual Meeting of Stockholders.
The Agreement reflects a constructive dialogue between the Company and Pinnacle Harbor and is designed to promote the long-term interests of all RGC stockholders. The principal terms of the Agreement are summarized below.
Summary of Key Agreement Terms
Appointment of New Independent Director
As a central element of the Agreement, the parties have mutually agreed on the appointment of Franklin Chu, age 52, as an independent director of Redstone Gaming Corp. Mr. Chu is the former Chief Executive Officer of Prism Digital Entertainment, LLC, where he oversaw the company's growth from a digital-first content studio into a diversified interactive entertainment platform. Mr. Chu's appointment to the Board will be effective as of April 1, 2023, and he will serve as a Class II director until the Company's 2025 Annual Meeting of Stockholders, at which time he will stand for election by stockholders in accordance with the Company's bylaws.
Mr. Chu was selected from a pool of three qualified candidates identified through a process conducted by a joint selection committee composed of representatives of both RGC and Pinnacle Harbor. Mr. Chu is neither a nominee of Pinnacle Harbor nor a current insider, officer, or affiliate of RGC, and satisfies all applicable independence requirements under the Nasdaq Stock Market listing rules, applicable Securities and Exchange Commission ("SEC") rules, and the Company's Corporate Governance Guidelines. Upon Mr. Chu's appointment, the RGC Board will expand from nine (9) directors to ten (10) directors.
Standstill Period
The Agreement establishes an eighteen (18)-month standstill period commencing on March 10, 2023 and expiring on September 10, 2024 (the "Standstill Period"). During the Standstill Period, Pinnacle Harbor and its affiliates have agreed not to, among other things, solicit proxies or written consents from stockholders of RGC, nominate or propose director candidates for election to the Board, submit stockholder proposals for consideration at any annual or special meeting of stockholders, or otherwise seek to influence or control the governance or policies of the Company, except as expressly contemplated by the Agreement.
Ownership Cap
During the Standstill Period, Pinnacle Harbor and its affiliates may not acquire, whether through open-market purchases, privately negotiated transactions, or otherwise, shares of RGC common stock (including any securities convertible into or exercisable for shares of RGC common stock) that would cause Pinnacle Harbor's aggregate beneficial ownership to exceed 9.9% of the total outstanding shares of RGC common stock at any time. As of the date of the Agreement, Pinnacle Harbor beneficially owns approximately 6.8% of the outstanding shares of RGC common stock, representing 7,119,600 shares of the approximately 104,700,000 shares of RGC common stock outstanding as of March 8, 2023.
Withdrawal of Nominations
In connection with the execution of the Agreement, Pinnacle Harbor has irrevocably withdrawn the previously announced nominations of Dr. Sandra Trevelyan and Hugh Desmond Grayson for election to the Board at the 2023 Annual Meeting of Stockholders. Pinnacle Harbor's nomination notice, initially delivered to the Company's Corporate Secretary on January 17, 2023, is deemed withdrawn in its entirety, and Pinnacle Harbor has no further rights or obligations with respect to such nominations.
Voting Commitment
During the Standstill Period, Pinnacle Harbor has agreed to vote all shares of RGC common stock beneficially owned by it or its affiliates in favor of the Company's management-recommended slate of director nominees at each annual or special meeting of stockholders at which directors are to be elected. In addition, Pinnacle Harbor has agreed to vote its shares in accordance with the Board's recommendations on all other proposals presented to stockholders during the Standstill Period, including proposals relating to executive compensation, ratification of independent auditors, and any other matters submitted for stockholder approval.
Strategic Review of Interactive Gaming Division
The Board has agreed, as a component of the Agreement, to conduct an internal review of strategic alternatives for the Company's interactive gaming division. This review, which may include, among other considerations, an evaluation of potential divestitures, joint ventures, strategic partnerships, or operational restructuring opportunities, will be completed within one hundred twenty (120) days of the execution of the Agreement — that is, by no later than July 8, 2023. Upon completion of the review, a summary report of findings and recommendations will be delivered to the full Board for its consideration. The Board retains full discretion with respect to any actions to be taken, or not taken, as a result of the strategic review.
Non-Disparagement
The parties have agreed to mutual non-disparagement obligations during the Standstill Period. Neither RGC nor Pinnacle Harbor, nor any of their respective affiliates, officers, directors, partners, employees, or authorized representatives, will make or cause to be made any public statements or communications that disparage, criticize, or otherwise reflect adversely upon the other party, its management, directors, business operations, or investment strategy.
Expense Reimbursement
Pursuant to the terms of the Agreement, RGC will reimburse Pinnacle Harbor for its documented, reasonable, and actual out-of-pocket legal expenses incurred in connection with its board-seat campaign and the negotiation of the Agreement, subject to a reimbursement cap of $750,000. Such reimbursement will be paid within thirty (30) days following delivery of reasonably detailed documentation of such expenses.
Termination Triggers
The Agreement will terminate prior to the expiration of the Standstill Period upon the occurrence of any of the following events: (i) a material breach of any provision of the Agreement by either party that remains uncured for a period of fifteen (15) business days following delivery of written notice of such breach by the non-breaching party; (ii) the occurrence of a change of control of RGC (as defined in the Agreement); or (iii) Pinnacle Harbor's beneficial ownership of RGC common stock declining below 3.5% of the total outstanding shares.
Governing Law
The Agreement is governed by, and will be construed and enforced in accordance with, the laws of the State of Delaware, without regard to principles of conflicts of law.
Statements from Redstone Gaming Corp.
Diane K. Sheridan, Independent Chair of the Board of Directors of Redstone Gaming Corp., stated: "The Board is pleased to have reached a constructive resolution with Pinnacle Harbor Capital Partners that is in the best interests of all RGC stockholders. We welcome Franklin Chu to the Board and believe his extensive experience in digital entertainment and interactive media will be a tremendous asset as we continue to advance our strategic priorities. The Board remains fully committed to maximizing long-term shareholder value through disciplined capital allocation, operational excellence, and thoughtful portfolio management. We have great confidence in the strategic direction of the Company under the leadership of our Chief Executive Officer, Gerald Whitmore, and the entire management team. The Board's agreement to conduct a strategic review of the interactive gaming division reflects our ongoing willingness to evaluate all opportunities to enhance value for stockholders in the ordinary course of our fiduciary responsibilities."
Gerald R. Whitmore, Chief Executive Officer of Redstone Gaming Corp., stated: "I am confident in our strategic plan and the trajectory of our business across our three core verticals — casino resort operations, interactive and online gaming, and sports wagering. Franklin Chu is a highly accomplished executive whose deep expertise in digital entertainment and interactive platforms will bring a valuable perspective to our boardroom as we pursue growth in these dynamic markets. Our management team remains singularly focused on executing our growth initiatives, strengthening our competitive position, and delivering meaningful, sustainable value for all of our shareholders."
Statements from Pinnacle Harbor Capital Partners
Viktor S. Kessler, Managing Partner and Chief Investment Officer of Pinnacle Harbor Capital Partners, LP, stated: "We are satisfied with the outcome of our constructive engagement with the Board and management of Redstone Gaming Corp. Throughout this process, our objective has been to work collaboratively to enhance long-term value for all stockholders, and we believe this Agreement achieves that goal. We have confidence in the RGC Board and management team, and we welcome Franklin Chu as a strong and independent addition to the Board who will contribute meaningfully to the Company's governance and strategic oversight. Pinnacle Harbor continues to believe in the significant long-term value creation potential of RGC and its portfolio of gaming and entertainment assets, and we remain a significant long-term shareholder of the Company."
About Redstone Gaming Corp.
Redstone Gaming Corp. is a Delaware corporation headquartered at 8700 Las Vegas Boulevard South, Suite 2200, Las Vegas, NV 89123, and its common stock is listed on the Nasdaq Stock Market under the ticker symbol "RGC." The Company is a publicly traded gaming and entertainment company that owns and operates casino resorts, interactive and online gaming platforms, and sports wagering operations across multiple jurisdictions in the United States. For the fiscal year ended December 31, 2021, RGC reported annual revenue of approximately $2.87 billion, and projected fiscal year 2022 revenue of approximately $3.05 billion. The Company's interactive gaming division generated revenue of approximately $412 million for the fiscal year ended December 31, 2021. As of November 2022, RGC's market capitalization was approximately $3.14 billion. The Company's Board of Directors currently consists of nine (9) directors, of whom seven (7) are independent and two (2) are members of management. Upon the appointment of Franklin Chu on April 1, 2023, the Board will expand to ten (10) directors. Additional information about Redstone Gaming Corp. is available at the Company's website and through its public filings with the SEC.
About Pinnacle Harbor Capital Partners, LP
Pinnacle Harbor Capital Partners, LP is a Delaware limited partnership whose general partner is Pinnacle Harbor Capital Management, LLC, a Delaware limited liability company. Pinnacle Harbor maintains its principal office at 590 Madison Avenue, 34th Floor, New York, NY 10022. Founded in 2014, Pinnacle Harbor manages approximately $4.2 billion in assets under management and pursues an event-driven and activist equity investment strategy focused on mid-cap companies in the gaming, hospitality, and consumer-discretionary sectors. Pinnacle Harbor seeks to create long-term value through constructive engagement with portfolio company boards and management teams.
Additional Information — 2023 Annual Meeting of Stockholders
RGC's 2023 Annual Meeting of Stockholders is currently scheduled to be held on May 18, 2023. In light of Pinnacle Harbor's withdrawal of all director nominations, all director elections at the 2023 Annual Meeting will be uncontested. In accordance with the terms of the Cooperation and Standstill Agreement, Pinnacle Harbor will vote all of its shares of RGC common stock in favor of the management-recommended slate of director nominees. Additional details regarding the 2023 Annual Meeting, including the record date, proposals to be considered, and proxy materials, will be set forth in the Company's definitive proxy statement to be filed with the SEC and mailed to stockholders in advance of the meeting.
Advisors. Redstone Gaming Corp.'s outside legal counsel is Calderwood & Harkness LLP (Douglas Fairchild, Engagement Partner). The Company's financial advisor is Calloway Pinnacle Trust Bank (Thomas V. Ashford, Managing Director, Activism & Corporate Defense). The Company's proxy solicitor is Whitfield Morrow Partners, LLC (Denise Cavanaugh, Senior Vice President). The Company's investor relations advisor is Harlan Ridge Communications, LLC (Philip Navarette, Partner).
Pinnacle Harbor Capital Partners' outside legal counsel is Hargrove Sloane & Birch LLP (Jonathan Birch III, Lead Partner). Pinnacle Harbor's proxy solicitor is Garrison Proxy Advisors, LLC (Alicia Trent, Managing Director).
Forward-Looking Statements.
This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations and assumptions regarding future events and are inherently subject to risks, uncertainties, and other factors, many of which are outside the control of the Company. Forward-looking statements in this press release include, but are not limited to, statements regarding the anticipated strategic review of the Company's interactive gaming division, the expected timing and completion of such review, the expected benefits of the Cooperation and Standstill Agreement, the anticipated appointment of Franklin Chu to the Board, future Board composition, the Company's strategic plan and growth initiatives, projected revenue, and the Company's ability to deliver long-term shareholder value. These statements are not guarantees of future performance. Actual results may differ materially from those expressed or implied in forward-looking statements due to range factors, including, without limitation, general economic conditions, competitive dynamics in the gaming and entertainment industry, regulatory developments, changes in consumer preferences, the Company's ability to execute its strategic plan, and other risks and uncertainties described in the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other filings with the SEC (CIK: 0001847625). RGC undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this press release.
Contacts. For Redstone Gaming Corp.:
Investor Relations / Media: Philip Navarette, Partner Harlan Ridge Communications, LLC 712 Fifth Avenue, Suite 900 New York, NY 10019
Corporate Secretary: Patricia "Trish" Nakamura General Counsel & Corporate Secretary Redstone Gaming Corp. 8700 Las Vegas Boulevard South, Suite 2200 Las Vegas, NV 89123
For Pinnacle Harbor Capital Partners, LP:
Media: Garrison Proxy Advisors, LLC Alicia Trent, Managing Director 17 Ashbury Asset Advisors, Suite 1600 New York, NY 10004
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| For Redstone Gaming Corp.: | For Pinnacle Harbor Capital Partners, LP: |
| Philip Navarette, Partner | Garrison Proxy Advisors, LLC |
| Harlan Ridge Communications, LLC | Alicia Trent, Managing Director |
| 712 Fifth Avenue, Suite 900 | 17 Ashbury Asset Advisors, Suite 1600 |
| New York, NY 10019 | New York, NY 10004 |