MEMORANDUM
INTERNAL / ATTORNEY WORK PRODUCT / PRIVILEGED & CONFIDENTIAL
To: Robert Adeyemi, Responsible Partner, Capital Markets Group Jennifer Kwon, Billing Partner, Capital Markets Group
From: Eric Johannsen, Lead Associate, Capital Markets Group
Date: April 16, 2026
Re: Cascade Retail Holdings Inc. (Nasdaq: CRHI) — Existing Shelf Registration Utilization Summary (File No. 333-248710)
Matter No.: 1038-00003
Billing Partner Code: JKW-2026-0406
I. Purpose
This memorandum tracks the utilization of the existing universal shelf registration statement of Cascade Retail Holdings Inc. ("CRH" or the "Company") on Form S-3 (SEC File No. 333-248710), which was declared effective by the Securities and Exchange Commission (the "SEC") on June 28, 2023. The purpose of this memorandum is threefold.
First, this memorandum summarizes the takedown offerings completed to date under the existing shelf registration statement, including the aggregate dollar amounts of securities offered, the types of securities issued, and the identity of the underwriters and co-managers involved in each takedown transaction.
Second, this memorandum calculates the remaining shelf capacity available for future takedown offerings under the existing registration statement and analyzes the approaching three-year expiration date, which falls on June 28, 2026 — approximately 73 days from the date of this memorandum.
Third, this memorandum provides the factual and analytical basis for the recommendation that CRH file a new replacement shelf registration statement on Form S-3 at an increased aggregate offering amount of $3,000,000,000 (up from the $2,500,000,000 registered under the existing shelf), in order to maintain the Company's continuous access to the public capital markets and to accommodate anticipated capital-raising activities over the next three-year shelf period. This recommendation reflects the discussions held during the April 14, 2026 kick-off call among the Company's in-house legal and treasury teams, our engagement team, and representatives of Redmond Zanthor & Co. LLC.
This memorandum should be read in conjunction with the existing shelf registration statement and the related prospectus supplements filed in connection with each takedown offering described herein. All financial data presented in this memorandum is derived from the Company's public filings with the SEC and from information provided by the Company's in-house legal and finance teams.
II. Overview of Existing Shelf Registration Statement
Set forth below is a summary of the key parameters of the Company's existing universal shelf registration statement on Form S-3.
Registrant: Cascade Retail Holdings Inc., a corporation organized and existing under the laws of the State of Delaware (CIK 0001287450; Nasdaq: CRHI; Employer Identification Number 91-2074583).
Principal Executive Offices: 4200 Harbor Boulevard, Suite 1100, Bellevue, Washington 98004.
SEC File Number: 333-248710.
Form Type: Registration Statement on Form S-3 (universal shelf registration statement / automatic shelf registration statement for well-known seasoned issuers).
Date Filed with SEC: June 12, 2023.
Date Declared Effective: June 28, 2023. Because the Company qualified as a Well-Known Seasoned Issuer ("WKSI") at the time of filing (as discussed further below), the registration statement became effective automatically upon filing with the SEC pursuant to Rule 462(e) under the Securities Act of 1933, as amended (the "Securities Act"). The June 28, 2023 effectiveness date reflects the date on which the SEC confirmed automatic effectiveness in its records, which is the date from which the three-year shelf life is measured.
Aggregate Offering Amount Registered: $2,500,000,000 (two billion five hundred million dollars).
Securities Covered: The registration statement registered the following categories of securities for offer and sale, in any combination, up to the aggregate offering amount:
• Common stock (par value $0.01 per share)
• Preferred stock (par value $0.01 per share), in one or more series
• Debt securities, including senior debt securities and subordinated debt securities
• Depositary shares, each representing a fraction of a share of preferred stock
• Warrants to purchase any of the foregoing securities
• Subscription rights to purchase any of the foregoing securities
• Purchase contracts obligating holders to purchase any of the foregoing securities
• Units consisting of any combination of the foregoing securities
Shelf Life: Three years from the date of effectiveness, in accordance with Rule 415(a)(5) under the Securities Act.
Expiration Date: June 28, 2026.
WKSI Status at Filing: At the time the registration statement was filed with the SEC on June 12, 2023, CRH qualified as a Well-Known Seasoned Issuer within the meaning of Rule 405 under the Securities Act. Specifically, the Company's aggregate worldwide market value of outstanding voting and non-voting common equity held by non-affiliates (i.e., the Company's "public float") exceeded $700 million, which is the threshold for WKSI eligibility under Rule 405. The Company's WKSI status entitled it to file an automatic shelf registration statement that became effective immediately upon filing, without SEC staff review, and to add additional classes of securities or increase the aggregate offering amount at any time through a post-effective amendment or a prospectus supplement without the need for a new registration statement.
Issuer's Counsel at Filing: Calderwood & Harkness LLP (Seattle, Washington).
Independent Auditor: Granville & Hooper LLP (Philadelphia, Pennsylvania). Granville & Hooper LLP has served as the Company's independent registered public accounting firm and has issued its audit reports with respect to the Company's consolidated financial statements and internal controls over financial reporting that are incorporated by reference in the registration statement.
Transfer Agent & Registrar: Meridian Trust Company, N.A. (Brooklyn, New York). Meridian Trust Company, N.A. serves as the transfer agent and registrar for the Company's common stock and is expected to serve in that capacity with respect to any preferred stock or depositary shares issued under the shelf.
III. Summary of Takedown Offerings
Since the registration statement became effective on June 28, 2023, the Company has completed two takedown offerings under the shelf, as summarized below. No additional takedown offerings are known to have been completed or to be in progress as of the date of this memorandum, although confirmation of this point is an open item as discussed in Section IX below.
A. Takedown No. 1 — Common Equity Offering (August 2023)
The Company's first takedown offering under the existing shelf registration statement was a public offering of shares of common stock completed in August 2023. The key terms of this offering are summarized below.
Date of Offering: August 2023.
Security Type: Common stock (par value $0.01 per share).
Aggregate Offering Amount: $800,000,000 (eight hundred million dollars). This amount represents the total gross proceeds from the offering before underwriting discounts and commissions and estimated offering expenses.
Lead Book-Running Manager: Redmond Zanthor & Co. LLC (New York, New York). Redmond Zanthor & Co. LLC served as the sole lead book-running manager for the offering and was responsible for managing the book-building process and allocating shares to institutional and other investors.
Co-Manager: Pinnacle Bancorp Securities LLC (Chicago, Illinois). Pinnacle Bancorp Securities LLC served as the co-manager for the offering.
Underwriters' Counsel: Hargrove & Lassiter LLP (New York, New York). Hargrove & Lassiter LLP served as counsel to the underwriters in connection with this offering.
Nature of Offering: This was an underwritten public offering of shares of the Company's common stock conducted pursuant to the existing shelf registration statement. The shares were offered and sold pursuant to an underwriting agreement between the Company and the underwriters named therein. The net proceeds of the offering were used by the Company for general corporate purposes and working capital needs.
Prospectus Supplement: A prospectus supplement relating to this offering was filed with the SEC pursuant to Rule 424(b) under the Securities Act, supplementing the base prospectus contained in the shelf registration statement.
Impact on Shelf Capacity: The $800,000,000 aggregate offering amount of this takedown reduced the remaining shelf capacity from $2,500,000,000 to $1,700,000,000.
B. Takedown No. 2 — Senior Notes Offering (November 2024)
The Company's second takedown offering under the existing shelf registration statement was a public offering of senior unsecured notes completed in November 2024. The key terms of this offering are summarized below.
Date of Offering: November 2024.
Security Type: Senior unsecured notes (debt securities). These notes constitute senior unsecured obligations of the Company and rank pari passu in right of payment with all of the Company's existing and future senior unsecured indebtedness.
Aggregate Offering Amount: $475,000,000 (four hundred seventy-five million dollars). This amount represents the total aggregate principal amount of senior notes issued in the offering.
Lead Book-Running Manager: Redmond Zanthor & Co. LLC (New York, New York). Redmond Zanthor & Co. LLC again served as the sole lead book-running manager for this offering.
Co-Manager: Pinnacle Bancorp Securities LLC (Chicago, Illinois). Pinnacle Bancorp Securities LLC again served as the co-manager for this offering.
Underwriters' Counsel: Hargrove & Lassiter LLP (New York, New York). Hargrove & Lassiter LLP again served as counsel to the underwriters in connection with this offering.
Nature of Offering: This was an underwritten public offering of the Company's senior unsecured notes conducted pursuant to the existing shelf registration statement. The notes were offered and sold pursuant to an underwriting agreement between the Company and the underwriters named therein.
It should be noted that this takedown offering is separate from and should not be confused with the full outstanding debt profile of CRH, which includes, among other indebtedness, the Company's 4.250% Senior Notes due 2031 ($750 million aggregate principal amount outstanding) and the Company's 5.125% Senior Notes due 2034 ($500 million aggregate principal amount outstanding). Some or all of those outstanding note issuances may have been issued under this shelf registration statement or may have been issued under prior registration statements or in transactions exempt from registration, and this memorandum does not address the specific registration history of those separate note issuances. The utilization figures presented in this memorandum reflect only the aggregate offering amounts for the two takedown offerings specifically identified above.
Prospectus Supplement: A prospectus supplement relating to this offering was filed with the SEC pursuant to Rule 424(b) under the Securities Act, supplementing the base prospectus contained in the shelf registration statement.
Impact on Shelf Capacity: The $475,000,000 aggregate offering amount of this takedown reduced the remaining shelf capacity from $1,700,000,000 to $1,225,000,000.
IV. Utilization Summary Table
The following table summarizes the utilization of the existing shelf registration statement (File No. 333-248710) from effectiveness through the date of this memorandum.
Shelf Registration Utilization — File No. 333-248710 Cascade Retail Holdings Inc. (Nasdaq: CRHI) As of April 16, 2026
Reconciliation:
Original Aggregate Offering Amount Registered: $2,500,000,000
Less: Takedown No. 1 (Common Stock, August 2023): ($800,000,000)
Less: Takedown No. 2 (Senior Notes, November 2024): ($475,000,000)
Remaining Registered but Unissued Capacity: $1,225,000,000
Total Takedown Offerings to Date:
Takedown No. 1: $800,000,000
Takedown No. 2: $475,000,000
Aggregate Takedowns: $1,275,000,000
As a percentage of the original shelf capacity, the Company has utilized approximately 51.0% of the $2,500,000,000 aggregate offering amount ($1,275,000,000 ÷ $2,500,000,000 = 51.0%), with approximately 49.0% remaining unused ($1,225,000,000 ÷ $2,500,000,000 = 49.0%).
V. Shelf Expiration Analysis
The existing shelf registration statement (File No. 333-248710) will expire on June 28, 2026, which is three years from its effectiveness date of June 28, 2023. The three-year shelf life is mandated by Rule 415(a)(5) under the Securities Act, which provides that a registration statement filed pursuant to Rule 415 for offerings on a continuous or delayed basis ceases to be effective on the third anniversary of the initial effective date.
As of the date of this memorandum (April 16, 2026), approximately 73 days remain until the expiration of the existing shelf registration statement.
Upon expiration, the Company will no longer be able to conduct further takedown offerings under this shelf registration statement. Any new offerings of securities by the Company after June 28, 2026 would need to be registered under a new registration statement (or conducted pursuant to an available exemption from registration under the Securities Act).
The $1,225,000,000 of remaining registered but unissued capacity under the existing shelf will lapse and become unavailable upon expiration. This capacity cannot be carried forward or transferred to a new registration statement. The new replacement shelf registration statement recommended in Section VII below will register a separate, independent aggregate offering amount.
It is important to note that no post-effective amendment can extend the shelf beyond the three-year statutory period prescribed by Rule 415(a)(5). While post-effective amendments may be filed during the shelf life to update or supplement the information contained in the registration statement (for example, to reflect annual financial statements or material changes in the registrant's affairs), such amendments do not operate to extend or reset the three-year shelf life. The only mechanism for maintaining continuous shelf registration is the filing of a new registration statement.
Given the approaching expiration date, it is critical that the Company initiate the process of preparing and filing a new shelf registration statement well in advance of June 28, 2026, in order to ensure that there is no gap in the Company's ability to access the public capital markets on a shelf-registered basis. The recommended timeline for the new shelf filing is addressed in Section VII.C below.
VI. CRH Capital Structure Context
To provide context for the recommendation regarding the new shelf registration statement, set forth below is a summary of the Company's current capital structure and key financial metrics, based on publicly available information and data provided by the Company as of the most recently available reporting dates.
A. Equity Capitalization
Outstanding Common Stock: As of March 15, 2026, the Company had 214,600,000 shares of common stock outstanding. The Company's Restated Certificate of Incorporation, as amended, authorizes the issuance of up to 500,000,000 shares of common stock, par value $0.01 per share.
Authorized Preferred Stock: The Company's Restated Certificate of Incorporation, as amended, authorizes the issuance of up to 25,000,000 shares of preferred stock, par value $0.01 per share. No shares of preferred stock are currently issued or outstanding. The board of directors has the authority to issue preferred stock in one or more series and to fix the designations, powers, preferences, rights, and qualifications of each series without further stockholder approval.
Market Capitalization: Based on the closing price of the Company's common stock on Nasdaq on April 4, 2026 of $31.68 per share, the Company's approximate market capitalization was $6,798,528,000 (214,600,000 shares × $31.68 = $6,798,528,000), or approximately $6.8 billion.
Estimated Public Float: The Company's estimated public float as of the most recent available data was approximately $5.9 billion, calculated as follows: approximately 186,276,480 shares of common stock held by non-affiliates, multiplied by the April 4, 2026 closing price of $31.68 per share, yields an estimated public float of $5,901,238,246. Insider and affiliate ownership is estimated to be approximately 13.2% of the outstanding shares. This public float figure is relevant to the Company's continued WKSI eligibility, as discussed in Section VII.A below.
B. Key Financial Metrics
The following financial data is derived from the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2026 ("FY2026"), as filed with the SEC.
FY2026 Revenue: $11.42 billion. The Company generates revenue through its physical retail store operations across the United States and Canada, as well as through its direct-to-consumer digital commerce platform.
FY2026 Net Income: $487.3 million.
FY2026 Adjusted EBITDA: $1.14 billion, representing an Adjusted EBITDA margin of approximately 9.99% ($1.14 billion ÷ $11.42 billion).
C. Debt Profile and Leverage
Total Debt: As of January 31, 2026, the Company's total debt was approximately $2.18 billion, comprising the following principal components:
(a) Revolving Credit Facility: $430 million drawn on the Company's $1.5 billion senior unsecured revolving credit facility with Northgate Capital Bank, N.A. as administrative agent (the "Revolver"). The Revolver matures on August 15, 2029.
(b) 4.250% Senior Notes due 2031: $750 million aggregate principal amount outstanding.
(c) 5.125% Senior Notes due 2034: $500 million aggregate principal amount outstanding.
(d) Other Debt: Approximately $500 million, consisting of other borrowings and financing obligations.
Cash and Cash Equivalents: $610 million as of January 31, 2026.
Net Debt: Approximately $1.57 billion ($2.18 billion total debt less $610 million cash and cash equivalents).
Net Debt / Adjusted EBITDA: Approximately 1.38× ($1.57 billion ÷ $1.14 billion). This leverage ratio is consistent with an investment-grade credit profile and reflects the Company's conservative balance sheet management.
D. Other Key Data Points
Total Assets: $9.67 billion as of January 31, 2026.
Quarterly Dividend: The Company currently pays a quarterly cash dividend of $0.22 per share on its common stock ($0.88 per share on an annualized basis). Based on 214,600,000 shares outstanding, the annual dividend payout is approximately $188,848,000.
Credit Ratings: The Company maintains investment-grade credit ratings from two nationally recognized statistical rating organizations:
• Clearfield Rating Services Inc.: BBB (stable outlook), assigned February 2025.
• Atlas Rating Group LLC: Baa2 (stable outlook), assigned March 2025.
These investment-grade ratings are indicative of the Company's strong creditworthiness and are a relevant factor in the Company's ability to access the debt capital markets on favorable terms.
E. Operations
The Company operates 387 physical retail stores across 29 U.S. states and 41 stores in Canada (the Canadian stores are operated through Cascade Retail Canada ULC, a British Columbia unlimited liability company and wholly owned indirect subsidiary of the Company). In addition, the Company operates a direct-to-consumer digital commerce platform through Cascade Digital Commerce Inc., a Delaware corporation and wholly owned subsidiary of the Company.
F. Board of Directors and Senior Management
The Company's board of directors consists of 11 directors, of whom 9 are independent directors within the meaning of Nasdaq listing rules. Key members of the Company's senior management team include:
• Chief Executive Officer: Franklin "Frank" Alvarez
• Chief Financial Officer: Marcus Cheng, Senior Vice President
• General Counsel & Corporate Secretary: Diane Kowalski, Executive Vice President
VII. Recommendation — New Replacement Shelf Registration Statement
Based on the analysis set forth in this memorandum, we recommend that the Company proceed with the filing of a new replacement shelf registration statement on Form S-3, at an increased aggregate offering amount of $3,000,000,000, in advance of the expiration of the existing shelf on June 28, 2026. Set forth below are the rationale for this recommendation, the proposed parameters for the new shelf, and the recommended timeline.
A. Rationale for New Shelf
There are four principal reasons supporting the recommendation to file a new replacement shelf registration statement.
First, the existing shelf registration statement (File No. 333-248710) will expire on June 28, 2026, approximately 73 days from the date of this memorandum. Without a new shelf in place at or before the time of expiration, the Company will lose its ability to access the capital markets on a shelf-registered basis. This would require the Company to file a new registration statement and, in the absence of WKSI status, potentially wait for SEC review and comment before conducting any offering — a process that could introduce delay and uncertainty into the Company's capital-raising activities.
Second, only $1,225,000,000 of capacity remains on the existing shelf, which may be insufficient for the Company's anticipated capital needs given the Company's scale. The Company generated $11.42 billion in revenue in FY2026 and has an approximate market capitalization of $6.8 billion. In addition, we understand from preliminary discussions with Redmond Zanthor & Co. LLC that the Company is evaluating a potential at-the-market (ATM) equity offering program and a potential debt offering. The remaining capacity under the existing shelf would not, in our assessment, provide adequate flexibility to accommodate these potential transactions, together with other capital-raising activities that may arise during the next three-year shelf period.
Third, a new shelf at an increased aggregate offering amount of $3,000,000,000 (up from $2,500,000,000 on the prior shelf) will provide enhanced flexibility for future capital-raising. The $500 million increase in the aggregate offering amount reflects the growth in the Company's business and capital needs since the existing shelf was filed in June 2023, as well as the desire to maintain a shelf with sufficient capacity to support multiple takedown transactions across various security types (including both equity and debt securities) over the full three-year shelf period.
Fourth, the Company continues to maintain WKSI status. As noted in Section VI.A above, the Company's estimated public float is approximately $5.9 billion, which is well in excess of the $700 million threshold for WKSI eligibility under Rule 405 of the Securities Act. As a WKSI, the Company is eligible to file an automatic shelf registration statement on Form S-3 that will become effective immediately upon filing with the SEC, without any SEC staff review period. This means that the Company can file the new shelf and begin conducting takedown offerings on the same day, if needed. The Company's WKSI status is a significant advantage that should be leveraged in connection with the new shelf filing.
B. Proposed New Shelf Parameters
The following are the proposed parameters for the new replacement shelf registration statement:
Form: Registration Statement on Form S-3 (universal shelf / automatic shelf registration statement for well-known seasoned issuers).
Aggregate Offering Amount: Up to $3,000,000,000 (three billion dollars).
Securities to be Registered: The new shelf will register the same categories of securities covered by the existing shelf:
• Common stock (par value $0.01 per share)
• Preferred stock (par value $0.01 per share), in one or more series
• Debt securities, including senior debt securities and subordinated debt securities
• Depositary shares, each representing a fraction of a share of preferred stock
• Warrants to purchase any of the foregoing securities
• Subscription rights to purchase any of the foregoing securities
• Purchase contracts obligating holders to purchase any of the foregoing securities
• Units consisting of any combination of the foregoing securities
Estimated SEC Filing Fee: $459,300.00, calculated as follows: $3,000,000,000 aggregate offering amount × $153.10 per $1,000,000 = $459,300.00, based on the SEC fee rate in effect for fiscal year 2026. The actual filing fee will need to be confirmed at the time of filing, as the SEC fee rate is adjusted annually (and sometimes more frequently) and may change between the date of this memorandum and the filing date. We note that the Company may be entitled to an offset for any filing fee previously paid with respect to the unsold securities registered under the existing shelf, although the availability and amount of any such offset will need to be confirmed based on the rules in effect at the time of filing.
Transfer Agent & Registrar: Meridian Trust Company, N.A. (Brooklyn, New York).
Anticipated Trustee for Debt Securities: Meridian Trust Company, N.A. (Brooklyn, New York). If the new shelf is used to offer debt securities, Meridian Trust Company, N.A. is expected to serve as the indenture trustee under the applicable indenture(s).
Issuer's Counsel: Calderwood & Harkness LLP (Seattle, Washington).
Anticipated Lead Managing Underwriter: Redmond Zanthor & Co. LLC (New York, New York).
Anticipated Co-Managing Underwriter: Pinnacle Bancorp Securities LLC (Chicago, Illinois).
Anticipated Underwriters' Counsel: Hargrove & Lassiter LLP (New York, New York).
Independent Auditor: Granville & Hooper LLP (Philadelphia, Pennsylvania).
C. Timing
The recommended timeline for the preparation and filing of the new replacement shelf registration statement is as follows:
Target Filing Date: May 26, 2026 (approximately one month before the expiration of the existing shelf on June 28, 2026). This target date allows for a comfortable buffer period between the filing of the new shelf and the expiration of the existing shelf, ensuring that there is no gap in the Company's shelf registration coverage.
Effectiveness: As a WKSI, the Company's new automatic shelf registration statement will become effective immediately upon filing with the SEC. No SEC staff review or comment period is anticipated. Accordingly, the Company will be able to conduct takedown offerings under the new shelf beginning on the filing date.
Shelf Life of New Registration Statement: The new shelf will provide a full three-year shelf period from the date of effectiveness, expiring approximately in May 2029 (subject to the exact effectiveness date).
Consistency with Working Schedule: This timeline is consistent with the working schedule established at the April 14, 2026 kick-off call among the Calderwood & Harkness engagement team, the Company's in-house legal and treasury teams, and representatives of Redmond Zanthor & Co. LLC. The overall timeline maintained by the engagement team contemplates the circulation of a first draft of the new Form S-3 by May 5, 2026, with drafting comments and revisions to follow during the weeks of May 11 and May 18, in advance of the target filing date of May 26, 2026.
VIII. Key Contacts
Set forth below are the key contacts for the Company, outside counsel, and the anticipated underwriters in connection with the existing shelf registration statement and the proposed new shelf filing.
CRH In-House
Diane Kowalski Executive Vice President, General Counsel & Corporate Secretary Cascade Retail Holdings Inc. 4200 Harbor Boulevard, Suite 1100 Bellevue, WA 98004
Marcus Cheng Senior Vice President, Chief Financial Officer Cascade Retail Holdings Inc. 4200 Harbor Boulevard, Suite 1100 Bellevue, WA 98004
Anya Petrova Vice President, Deputy General Counsel — Securities & Corporate Governance Cascade Retail Holdings Inc. 4200 Harbor Boulevard, Suite 1100 Bellevue, WA 98004
Thomas Briggs Vice President, Treasury & Capital Markets Cascade Retail Holdings Inc. 4200 Harbor Boulevard, Suite 1100 Bellevue, WA 98004
Calderwood & Harkness LLP (Issuer's Counsel)
Robert Adeyemi Responsible Partner, Capital Markets Group
Jennifer Kwon Billing Partner, Capital Markets Group
Eric Johannsen Lead Associate, Capital Markets Group
Claire Dempsey Working Associate, Capital Markets Group
Redmond Zanthor & Co. LLC (Anticipated Lead Managing Underwriter)
Laura Whitfield Managing Director, Equity Capital Markets Redmond Zanthor & Co. LLC New York, NY
Derek Simmons Director, Debt Capital Markets Redmond Zanthor & Co. LLC New York, NY
Pinnacle Bancorp Securities LLC (Anticipated Co-Managing Underwriter)
Nathan Reeves Managing Director, Investment Banking Pinnacle Bancorp Securities LLC Chicago, IL
IX. Open Items and Next Steps
The following items remain outstanding and will require attention in connection with the new shelf filing process:
1. Confirm Takedown Activity Under Existing Shelf. We need to confirm with the Company (specifically, with Anya Petrova and Thomas Briggs) that no additional takedown offerings have occurred, are in progress, or are contemplated under the existing shelf registration statement (File No. 333-248710) between the date of this memorandum and the anticipated filing date of the new shelf. If any additional takedowns have occurred or are planned, the utilization figures and remaining capacity calculations presented in this memorandum will need to be updated accordingly.
2. Confirm No Pending Post-Effective Amendments. We need to confirm that no post-effective amendments to the existing shelf registration statement are pending or required to be filed prior to the expiration of the shelf on June 28, 2026. To our knowledge, no such amendments are pending, but confirmation from the Company's in-house team is requested.
3. Circulate First Draft of New Form S-3. The engagement team will prepare and circulate the first draft of the new Form S-3 registration statement by the target date of May 5, 2026. The draft will be circulated to the Company's in-house legal team, the Company's finance team, Redmond Zanthor & Co. LLC, and Hargrove & Lassiter LLP for review and comment. We anticipate that the base prospectus in the new registration statement will be substantially similar in structure and content to the base prospectus in the existing shelf, updated as necessary to reflect current information about the Company and its capital structure.
4. Obtain Board Authorization. The filing of the new shelf registration statement will require authorization by the Company's board of directors (or a duly authorized committee thereof). Draft board resolutions authorizing the filing of the new registration statement and the offer and sale of securities thereunder will be prepared separately by this engagement team and circulated to the Company for review. We understand that the Company's next regularly scheduled board meeting is in mid-May 2026, and we will coordinate with Diane Kowalski to ensure that the authorization is obtained in advance of the target filing date.
5. Auditor Consent. We need to coordinate with Granville & Hooper LLP regarding the consent of the independent registered public accounting firm for incorporation by reference of their audit reports in the new shelf registration statement. The consent must be filed as an exhibit to the registration statement at the time of filing. We will reach out to Granville & Hooper LLP to initiate this process and confirm the timeline for delivery of the executed consent letter.
6. Confirm SEC Filing Fee Rate. The estimated SEC filing fee of $459,300.00 set forth in this memorandum is based on the FY2026 SEC fee rate of $153.10 per $1,000,000 of securities registered. We will need to confirm the fee rate in effect at the actual time of filing, as the rate may be adjusted by the SEC. In addition, we will analyze whether the Company is entitled to an offset for filing fees previously paid in connection with the unsold securities under the existing shelf, which could reduce the net filing fee payable for the new registration statement.
Appendix A — Existing Shelf Filing Details
Set forth below are the key filing details for the Company's existing shelf registration statement, reflecting the information appearing on the cover page of the registration statement as filed with the SEC.
REGISTRATION STATEMENT ON FORM S-3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SEC File Number: 333-248710
CIK: 0001287450
Date Filed: June 12, 2023
Date Effective: June 28, 2023
Registrant: Cascade Retail Holdings Inc.
State of Incorporation: Delaware
Delaware Secretary of State File Number: 3487201
Date of Incorporation: September 14, 2001
Principal Executive Offices:
4200 Harbor Boulevard, Suite 1100 Bellevue, Washington 98004
Nasdaq Listing:
Nasdaq Global Select Market
Ticker Symbol: CRHI
Initial Listing Date: March 22, 2004
Aggregate Offering Amount Registered: $2,500,000,000
Securities Registered: Common stock, preferred stock, debt securities (senior and subordinated), depositary shares, warrants, subscription rights, purchase contracts, and units
Shelf Type: Automatic shelf registration statement for well-known seasoned issuer pursuant to Rule 462(e) under the Securities Act of 1933
Shelf Expiration Date: June 28, 2026
This memorandum is prepared for internal use by the Calderwood & Harkness LLP engagement team in connection with the representation of Cascade Retail Holdings Inc. This memorandum constitutes attorney work product and is protected by the attorney-client privilege. It is not intended for distribution to any person outside of the Calderwood & Harkness engagement team and the client's designated in-house recipients without the prior approval of the responsible partner. The information contained herein is based on publicly available SEC filings, data provided by the Company, and the professional judgment of the engagement team, and is current only as of the date hereof.