CALDERWOOD & HARKNESS LLP
CONFIDENTIAL
NEW-MATTER MEMORANDUM
1. Purpose of Memorandum
This memorandum requests formal opening of a new client matter and confirms that a comprehensive conflicts check has been completed and cleared for the representation of Cascade Retail Holdings Inc. ("CRH" or the "Company") in connection with the preparation and filing of a new universal shelf registration statement on Form S-3 (automatic shelf registration) with the U.S. Securities and Exchange Commission (the "SEC").
The firm will serve as issuer's counsel to CRH for the shelf registration and for related preliminary due diligence activities incident to the preparation, filing, and effectiveness of the registration statement. This memorandum sets forth the relevant client identification information, a description of the proposed engagement, the identity of other parties to the transaction (for conflicts purposes), the results of the conflicts search, the proposed engagement team, the fee arrangement, key dates and milestones, and other administrative matters necessary to open and properly administer the matter in accordance with firm policy.
Approval of this memorandum by the New Business / Conflicts Committee will authorize the formal opening of the matter and the commencement of work by the engagement team.
2. Client Identification
The following information has been verified against the Company's most recently filed Annual Report on Form 10-K (for the fiscal year ended January 31, 2026), its most recent proxy statement on Schedule 14A, and publicly available records maintained by the Delaware Division of Corporations and the SEC's EDGAR system.
CRH is a large-cap, publicly traded omni-channel retailer headquartered in the Pacific Northwest. The Company operates a portfolio of retail locations spanning the continental United States and maintains a significant e-commerce presence through its digital platform, which accounted for approximately 22% of total revenues in FY2026 according to the Company's most recent annual report. The Company's Canadian operations, conducted through its wholly owned subsidiary Cascade Retail Canada ULC, encompass 41 retail locations across British Columbia, Alberta, Ontario, and Quebec. CRH has been a reporting company under the Securities Exchange Act of 1934, as amended, since 2003, and its common stock has been listed on the Nasdaq Global Select Market since that time.
3. Description of Engagement
3.1 Overview. Calderwood & Harkness LLP has been engaged as issuer's counsel to CRH to advise on and prepare a new universal shelf registration statement on Form S-3 (automatic shelf registration statement for a well-known seasoned issuer) to be filed with the SEC. The engagement encompasses the full scope of legal services customarily associated with the preparation, filing, and effectiveness of a shelf registration statement for a public company issuer, as further described below.
3.2 Securities to Be Registered
The registration statement will register the offer and sale, from time to time, of the following securities of the Company, in any combination, up to an aggregate offering amount of $3,000,000,000:
(a) common stock, par value $0.01 per share;
(b) preferred stock, par value $0.01 per share, in one or more series;
(c) debt securities (senior and subordinated), to be issued in one or more series under one or more indentures;
(d) depositary shares, each representing a fraction of a share of preferred stock;
(e) warrants to purchase common stock, preferred stock, or debt securities;
(f) subscription rights to purchase common stock, preferred stock, or debt securities;
(g) purchase contracts obligating holders to purchase common stock, preferred stock, or debt securities; and
(h) units consisting of two or more of the foregoing securities.
The $3,000,000,000 aggregate offering amount represents a $500 million increase over the capacity of the Company's expiring shelf registration, reflecting the Company's anticipated capital needs and growth trajectory over the three-year life of the new shelf.
3.3 Background and Rationale
CRH's existing shelf registration statement (File No. 333-248710), originally filed with the SEC on June 12, 2023 and declared effective on June 28, 2023, will expire by its terms on June 28, 2026 — three years from its original effective date, in accordance with Rule 415(a)(5) under the Securities Act of 1933, as amended (the "Securities Act"). The Company seeks to file a replacement shelf registration statement sufficiently in advance of the expiration of the existing shelf to ensure continuous and uninterrupted access to the capital markets.
Of the original $2,500,000,000 of securities registered on the expiring shelf, a total of $1,275,000,000 has been taken down in two separate offerings:
(i) In August 2023, the Company completed an underwritten public offering of common stock, raising approximately $800 million in gross proceeds. Redmond Zanthor & Co. LLC served as lead book-running manager for that offering.
(ii) In November 2024, the Company completed an underwritten public offering of $475 million aggregate principal amount of 5.125% Senior Notes due 2034. Redmond Zanthor & Co. LLC and Pinnacle Bancorp Securities LLC served as joint book-running managers for that offering.
As a result, approximately $1,225,000,000 of capacity remains under the expiring shelf. The Company has determined, in consultation with its financial advisors, that the filing of a new shelf registration statement with increased capacity of $3,000,000,000 is preferable to filing a post-effective amendment or renewal of the existing shelf, as it will provide the Company with greater financial flexibility and will permit the Company to update the base prospectus disclosure to reflect current financial and operational information.
3.4 WKSI Status
Based on the firm's preliminary review, CRH qualifies as a "well-known seasoned issuer" ("WKSI") as defined in Rule 405 under the Securities Act. The Company's estimated worldwide public float of common equity securities is approximately $5.9 billion as of a date within 60 days prior to the anticipated filing date, which substantially exceeds the $700 million minimum public float threshold for WKSI eligibility. The Company also satisfies each of the additional conditions for WKSI status, including timely filing of all required reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), during the twelve months preceding the anticipated filing date, and the absence of any disqualifying conditions under Rule 405.
As a WKSI, the Company's automatic shelf registration statement on Form S-3 will become effective immediately upon filing with the SEC, without review or action by the SEC staff. The Company will not be required to specify a fixed aggregate offering amount at the time of filing; however, the Company has elected to designate a $3,000,000,000 aggregate offering amount for planning and disclosure purposes.
3.5 Target Filing Date
The target filing date for the new registration statement is May 26, 2026, which is approximately one month prior to the June 28, 2026 expiration of the existing shelf. This timeline allows adequate lead time for preparation, internal review, board approvals, and coordination with the Company's financial advisors and auditors, while ensuring that the new shelf is in place well before the expiration of the existing shelf.
3.6 Scope of Work
The engagement encompasses the following scope of work:
(a) Preliminary Legal Diligence. Conduct preliminary legal due diligence on CRH's corporate organization, capitalization, securities law compliance history, and material contractual arrangements, including review of the Company's certificate of incorporation, bylaws, board and committee minutes, material contracts, indentures, credit agreements, and SEC filings.
(b) Registration Statement and Base Prospectus. Prepare initial and subsequent drafts of the Form S-3 registration statement and base prospectus, including cover page, risk factors (by reference to the Company's most recent Form 10-K), description of securities, plan of distribution, legal matters, and all other required sections and exhibits.
(c) Prospectus Supplement Templates. Prepare draft prospectus supplement templates for anticipated takedown offerings, including (i) an equity at-the-market (ATM) offering program and (ii) a debt securities offering, in each case tailored to the Company's anticipated capital markets activities.
(d) Board Resolutions and Corporate Authorization. Prepare resolutions for adoption by the Company's Board of Directors (or a duly authorized committee thereof) authorizing the filing of the registration statement, the issuance of the registered securities from time to time, and related matters.
(e) Ancillary Documents. Prepare or review ancillary closing documents, including the legal opinion of issuer's counsel to be filed as an exhibit to the registration statement (Exhibit 5.1), the consent of issuer's counsel, powers of attorney, and any required officers' certificates.
(f) Coordination with Underwriters and Advisors. Coordinate with Redmond Zanthor & Co. LLC and Pinnacle Bancorp Securities LLC (as anticipated underwriters), Hargrove & Lassiter LLP (as anticipated underwriters' counsel), and Granville & Hooper LLP (as the Company's independent registered public accounting firm) through shelf effectiveness, including with respect to due diligence requests, comfort letter requirements, and any other customary pre-filing matters.
The scope of this engagement extends through the effectiveness of the shelf registration statement. Subsequent takedown offerings under the shelf (including any ATM program, underwritten equity offering, or debt offering) will be treated as separate matters requiring separate matter openings and conflicts clearance, as appropriate.
3.7 Fee Arrangement
The engagement will be conducted on an hourly billing basis at the applicable 2026 standard billing rates for each member of the engagement team (as set forth in Section 4 below). The firm's preliminary fee estimate for work through shelf effectiveness is $275,000 to $350,000, exclusive of SEC filing fees, printing costs, EDGAR filing agent charges, and other out-of-pocket disbursements.
The estimated SEC registration fee for the shelf filing, calculated in accordance with Section 6(b) of the Securities Act and the fee schedule set forth in Section 6(b) thereof, is $459,300.00 ($3,000,000,000 × $153.10 per $1,000,000 of securities registered). This fee will be the responsibility of the Company and will be payable upon filing of the registration statement.
The engagement letter specifying the foregoing terms was circulated to the Company's General Counsel on April 6, 2026, and execution is anticipated by April 9, 2026.
4. Engagement Team
The following attorneys have been designated as the engagement team for this matter. All members of the team are based in the firm's Seattle office unless otherwise noted.
Robert Adeyemi will serve as the Responsible Partner and will provide senior strategic oversight of the engagement and maintain the primary relationship with the Company's General Counsel. Jennifer Kwon will serve as the Billing Partner and will co-manage the substantive legal work, with particular focus on the registration statement drafting and SEC filing process. Eric Johannsen will serve as Lead Associate with day-to-day responsibility for diligence coordination, document preparation, and drafting, and Claire Dempsey will assist with diligence review, subsidiary analysis, and ancillary document preparation.
Additional team members, including paralegals and associates from other practice groups (such as the Banking & Credit Facilities group, if covenant analysis is required in connection with the revolving credit facility, or the Tax group, if tax-related disclosure issues arise), may be staffed to the matter as needed. Any material additions to the engagement team will be communicated to the Conflicts Committee and the client as appropriate.
5. Key Client Contacts
The following individuals at CRH have been designated as the primary client contacts for this engagement:
Diane Kowalski Executive Vice President, General Counsel & Corporate Secretary Cascade Retail Holdings Inc. 4200 Harbor Boulevard, Suite 1100 Bellevue, WA 98004 Primary client contact. Ms. Kowalski will be the senior decision-maker on legal matters related to the engagement and will coordinate internal approvals, including board and committee authorizations. All significant strategic and legal questions should be directed to Ms. Kowalski in the first instance.
Marcus Cheng Senior Vice President, Chief Financial Officer Cascade Retail Holdings Inc. 4200 Harbor Boulevard, Suite 1100 Bellevue, WA 98004 Mr. Cheng will serve as the principal financial contact for the engagement and will coordinate the provision of financial data, comfort letter processes with Granville & Hooper LLP, and discussions with the rating agencies.
Anya Petrova Vice President, Deputy General Counsel — Securities & Corporate Governance Cascade Retail Holdings Inc. 4200 Harbor Boulevard, Suite 1100 Bellevue, WA 98004 Primary day-to-day diligence contact. Ms. Petrova will be the engagement team's primary point of contact for diligence requests, document production, corporate records, and routine operational questions regarding the registration statement preparation process.
Thomas Briggs Vice President, Treasury & Capital Markets Cascade Retail Holdings Inc. 4200 Harbor Boulevard, Suite 1100 Bellevue, WA 98004 Mr. Briggs will coordinate treasury-related matters, including matters relating to the Company's existing indebtedness, capital structure, use of proceeds, and coordination with the Company's banking relationships.
6. Identification of Other Parties (for Conflicts Purposes)
The following entities and individuals have been identified as parties to or participants in the proposed transaction and have been included in the conflicts search. This section provides sufficient detail regarding each identified party to enable the Conflicts Committee to evaluate the conflicts search results and to facilitate any supplemental searches that may be warranted.
6.1 Anticipated Lead Managing Underwriter / Book-Runner
Redmond Zanthor & Co. LLC served as lead book-running manager for CRH's $800 million common equity offering in August 2023 and as joint book-running manager for CRH's $475 million senior notes offering in November 2024, both conducted under the Company's expiring shelf registration statement. The firm's existing relationship with Redmond Zanthor is long-standing, and Redmond Zanthor has expressed its intent to serve in a similar capacity for offerings conducted under the new shelf.
Key Contacts:
• Laura Whitfield, Managing Director, Equity Capital Markets
• Derek Simmons, Director, Debt Capital Markets
6.2 Anticipated Co-Managing Underwriter
Pinnacle Bancorp Securities LLC served as co-managing underwriter for CRH's November 2024 senior notes offering. CRH maintains a commercial banking relationship with Pinnacle Bancorp Securities LLC's parent entity, Pinnacle Bancorp, N.A., which participates as a lender under CRH's revolving credit facility (described below). Pinnacle Bancorp, N.A. has been included as a separate search term in the conflicts check.
Key Contact:
• Nathan Reeves, Managing Director, Investment Banking
6.3 Anticipated Underwriters' Counsel
Hargrove & Lassiter LLP has served as underwriters' counsel to Redmond Zanthor in connection with CRH's prior capital markets transactions and is expected to be formally engaged in that capacity once the underwriting syndicate is finalized for any takedown offerings under the new shelf. Hargrove & Lassiter is identified at this stage for conflicts purposes only; the firm's formal engagement as underwriters' counsel will be confirmed by the underwriters at a later date.
Key Contact:
• Rachel Stein, Partner, Capital Markets
6.4 Independent Registered Public Accounting Firm
Granville & Hooper LLP has served as CRH's independent auditor for the past seven fiscal years and issued an unqualified audit opinion on the Company's consolidated financial statements for FY2026 (ended January 31, 2026). In connection with the shelf registration, Granville & Hooper will be asked to deliver its written consent to the incorporation by reference of its audit report in the registration statement, and will be expected to deliver customary comfort letters in connection with any subsequent takedown offerings.
Key Contact:
• Sandra Kim, Lead Engagement Partner
6.5 Transfer Agent and Registrar
Meridian Trust Company, N.A. serves as the transfer agent and registrar for CRH's common stock and has indicated its willingness to serve as trustee under a new senior debt indenture in the event that the Company elects to conduct a debt takedown offering under the shelf. Meridian Trust also served as trustee under the indenture governing the Company's existing 4.250% Senior Notes due 2031 and the Company's existing 5.125% Senior Notes due 2034.
Key Contact:
• William Ochoa, Vice President, Corporate Trust Services
6.6 Rating Agencies (Anticipated)
The following rating agencies currently maintain issuer-level credit ratings on CRH and are expected to be asked to rate any senior unsecured debt securities issued in a debt takedown under the shelf:
Clearfield Rating Services Inc. 55 Water Street, New York, NY 10041 Current CRH Issuer Rating: BBB (stable outlook), assigned February 2025 Clearfield is expected to assign an issue-level rating to any senior unsecured notes issued under the shelf and to deliver a ratings letter in connection with any debt takedown offering.
Atlas Rating Group LLC 7 World Trade Center, Suite 4100, New York, NY 10007 Current CRH Issuer Rating: Baa2 (stable outlook), assigned March 2025 Atlas is expected to serve as the second rating agency for any debt takedown, providing an independent issue-level rating on senior unsecured debt securities.
Both rating agencies have been included in the conflicts search.
6.7 Revolving Credit Facility Agent
Northgate Capital Bank, N.A. serves as the administrative agent, a lender, and the swing line lender under the Company's existing $1.5 billion senior secured revolving credit facility (the "Revolving Facility"), of which approximately $430 million is currently drawn. Northgate Capital Bank has been identified and included in the conflicts search for purposes of this engagement because the engagement team expects to review the Revolving Facility credit agreement and related documentation as part of the shelf diligence process, including analysis of any restrictive covenants, negative pledge provisions, or other limitations that could affect the issuance of securities under the shelf.
6.8 Material Subsidiaries of CRH
The following material subsidiaries of CRH have been included in the conflicts search. These entities are identified based on the subsidiary list included in Exhibit 21.1 to the Company's most recent Annual Report on Form 10-K and represent the Company's four most significant operating subsidiaries by revenue contribution and total assets.
Each of these subsidiaries is wholly owned (directly or indirectly) by CRH. Additional subsidiaries of lesser significance exist but have not been individually identified for conflicts purposes at this time. If the diligence process reveals additional subsidiaries of material significance, supplemental conflicts searches will be conducted.
7. Conflicts Search Results
7.1 Scope of Search
A comprehensive conflicts search was run on April 5, 2026, against the firm's electronic conflicts database (IntegrityCheck v.8.2), using both exact-match and fuzzy-match algorithms, covering the following search terms:
• Cascade Retail Holdings Inc. (and variations: Cascade Retail, Cascade Holdings, CRH, CRHI)
• Cascade Retail Operating Company LLC
• Cascade Digital Commerce Inc.
• CRH Distribution Services LLC
• Cascade Retail Canada ULC
• Redmond Zanthor & Co. LLC (and variations: Redmond Zanthor, RS & Co.)
• Pinnacle Bancorp Securities LLC
• Pinnacle Bancorp, N.A.
• Hargrove & Lassiter LLP
• Granville & Hooper LLP
• Meridian Trust Company, N.A.
• Clearfield Rating Services Inc.
• Atlas Rating Group LLC
• Northgate Capital Bank, N.A.
• Franklin Alvarez (CEO, CRH)
• Diane Kowalski (General Counsel, CRH)
• Marcus Cheng (CFO, CRH)
• Anya Petrova (Deputy GC, CRH)
• Thomas Briggs (VP Treasury, CRH)
• Laura Whitfield (Redmond Zanthor)
• Derek Simmons (Redmond Zanthor)
• Nathan Reeves (Pinnacle Bancorp Securities)
• Rachel Stein (Hargrove & Lassiter)
• Sandra Kim (Granville & Hooper)
• William Ochoa (Meridian Trust)
The search encompassed all active and inactive matters in the firm's database, including current client representations, former client representations, adverse party records, and prospective matter inquiries.
7.2 Results. No conflicts identified. The firm has no existing or prior representations adverse to CRH or any of the identified parties in connection with this matter. No current or former client relationships were identified that would give rise to a conflict of interest under the applicable Rules of Professional Conduct (Washington RPC 1.7, 1.9, and 1.10). No ethical screens, information barriers, or conflict waivers are required.
The firm does maintain certain existing client relationships with Redmond Zanthor & Co. LLC (as a client of the firm's Banking & Finance group in connection with unrelated regulatory advisory matters) and with Northgate Capital Bank, N.A. (as a client of the firm's Restructuring group in connection with unrelated matters involving loan workout advisory services). Neither of these existing representations is adverse to CRH or to any of the other identified parties in connection with this matter, and neither gives rise to a conflict of interest requiring disclosure, consent, or waiver. These relationships have been reviewed and approved by the Responsible Partner.
7.3 Clearance. Cleared by: Margaret Holloway, Deputy General Counsel, Calderwood & Harkness LLP, on April 6, 2026.
No supplemental conflicts searches are required at this time. If additional parties are identified as the engagement progresses (including, without limitation, additional underwriters, selling stockholders, or other transaction participants), supplemental conflicts searches will be conducted promptly and the results communicated to the Conflicts Committee.
8. Existing Indebtedness and Capital Structure (Reference Information)
This section provides reference information regarding CRH's existing capital structure for the benefit of the engagement team, the Conflicts Committee, and firm administration. The information set forth below has been compiled from the Company's most recently filed Annual Report on Form 10-K (for the fiscal year ended January 31, 2026), the Company's most recently filed Quarterly Report on Form 10-Q, and publicly available sources. This information is provided for context and planning purposes and is subject to verification during the diligence process.
8.1 Equity Capitalization
The Company's common stock is listed and traded on the Nasdaq Global Select Market under the ticker symbol "CRHI." As of the close of trading on April 4, 2026, the closing price of the common stock was $31.68 per share, resulting in an approximate market capitalization of $6.8 billion. No shares of preferred stock are currently outstanding, and the Company has not previously issued preferred stock.
8.2 Debt Capitalization
The Company's total outstanding indebtedness as of January 31, 2026 was approximately $2.18 billion, consisting of the following:
8.3 Key Credit Metrics
The Company's leverage profile is consistent with its investment-grade credit ratings (BBB / Baa2, stable outlook from Clearfield Rating Services Inc. and Atlas Rating Group LLC, respectively). The Revolving Facility credit agreement contains customary financial maintenance covenants, including a maximum consolidated total net leverage ratio and a minimum consolidated interest coverage ratio, both of which the Company is currently in compliance with by comfortable margins. Review of these covenants and any limitations on the incurrence of additional indebtedness or the issuance of equity will be a component of the engagement team's diligence work.
8.4 Dividend Information
The Company pays a quarterly cash dividend on its common stock. The current quarterly dividend rate is $0.22 per share ($0.88 per share on an annualized basis), resulting in a total estimated annual dividend payout of approximately $188,848,000 based on 214,600,000 shares outstanding.
8.5 Board of Directors
The Company's Board of Directors consists of 11 members, of which 9 are independent within the meaning of the Nasdaq Listing Rules. The Board's standing committees include an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, and a Finance Committee. Authorization for the filing of the new shelf registration statement is expected to be sought from the full Board or the Finance Committee, as appropriate under the Company's existing corporate governance framework.
9. Matter Administration
9.1 Matter Identification
9.2 Client Invoicing Information
All invoices for this matter should be addressed and delivered to:
Cascade Retail Holdings Inc.
Attn: Diane Kowalski
Executive Vice President, General Counsel & Corporate Secretary 4200 Harbor Boulevard, Suite 1100 Bellevue, WA 98004
Invoices will be rendered monthly in arrears in accordance with the firm's standard billing practices and the terms of the engagement letter. The Company has requested that invoices include a reasonably detailed narrative description of the services performed, broken down by timekeeper.
9.3 Engagement Letter Status
The engagement letter for this matter was circulated to the Company's General Counsel, Diane Kowalski, on April 6, 2026. Execution by the Company is anticipated by April 9, 2026. No substantive legal work (other than conflicts clearance and preliminary administrative matters) will be commenced until the engagement letter has been fully executed. The engagement letter is in the firm's standard form for issuer-side capital markets representations and includes customary provisions regarding scope, billing, confidentiality, limitation of liability, and dispute resolution.
9.4 Applicable Billing Rates (2026)
Paralegal and staff rates will be applied at the firm's standard 2026 rates, as set forth in the engagement letter.
10. Key Dates and Milestones
The following table sets forth the anticipated timeline for the engagement through the effectiveness of the shelf registration statement. All dates are preliminary and subject to change based on the progress of diligence, client review timelines, and other factors.
The engagement team will provide regular status updates to the Responsible Partner, Billing Partner, and the Company's General Counsel as the engagement progresses. Any material deviations from the foregoing timeline will be promptly communicated to all relevant stakeholders.
11. Approval and Authorization
This New-Matter Memorandum has been prepared in accordance with the firm's new business intake and conflicts clearance policies. The undersigned hereby confirm their review and approval of this memorandum and request that the Conflicts Committee authorize the formal opening of Matter No. 1038-00003 and the commencement of work on behalf of Cascade Retail Holdings Inc. in connection with the universal shelf registration statement described herein.
Prepared by:
Eric Johannsen Lead Associate, Capital Markets Group Calderwood & Harkness LLP
Date: April 6, 2026
Approved by — Responsible Partner:
________________________________________
Robert Adeyemi Responsible Partner, Capital Markets Group Calderwood & Harkness LLP
Date: ________
Approved by — Conflicts Committee:
________________________________________
Name: ________
Title: Conflicts Committee Representative
Calderwood & Harkness LLP
Date: ________
CONFIDENTIALITY NOTICE
This memorandum is an internal Calderwood & Harkness LLP document prepared solely for conflicts clearance and matter administration purposes in connection with the proposed representation of Cascade Retail Holdings Inc. It is confidential and subject to the protections of the attorney-client privilege and the work product doctrine. This memorandum is not intended for distribution to, or reliance by, any person or entity outside the firm. Distribution within the firm is limited to the members of the engagement team identified herein, the members of the New Business / Conflicts Committee, the Office of the General Counsel, and such firm administrative and support personnel as may require access for matter opening, billing, and records management purposes. Any unauthorized copying, distribution, or disclosure of this memorandum or its contents is strictly prohibited.
| TO: | New Business / Conflicts Committee, Calderwood & Harkness LLP | ||
| FROM: | Eric Johannsen, Lead Associate, Capital Markets Group | ||
| APPROVED BY: | Robert Adeyemi, Responsible Partner, Capital Markets Group | ||
| DATE: | April 6, 2026 | ||
| RE: | New-Matter Opening — Cascade Retail Holdings Inc. — Universal Shelf Registration Statement on Form S-3 | ||
| MATTER NUMBER: | 1038-00003 | ||
| BILLING PARTNER: | Jennifer Kwon (Billing Partner Code: JKW-2026-0406) | ||
| CONFLICTS STATUS: | CLEARED — as of April 6, 2026 | ||
| Field | Detail | ||
| Full Legal Name | Cascade Retail Holdings Inc. | ||
| Short Name / Abbreviations | Cascade, CRH, CRHI | ||
| Entity Type | Corporation, incorporated under the laws of the State of Delaware on September 14, 2001 | ||
| Delaware File Number | 3487201 | ||
| Employer Identification Number (EIN) | 91-2074583 | ||
| SEC CIK Number | 0001287450 | ||
| Stock Exchange Listing | Nasdaq Global Select Market; Ticker Symbol: CRHI | ||
| Headquarters | 4200 Harbor Boulevard, Suite 1100, Bellevue, WA 98004 | ||
| Delaware Registered Agent | National Registered Agents of Delaware, Inc., 160 Greentree Drive, Suite 101, Dover, DE 19904 | ||
| Industry | Omni-channel retail and e-commerce; operates 387 physical stores across 29 U.S. states and a direct-to-consumer digital platform; also operates 41 stores in Canada through its subsidiary Cascade Retail Canada ULC | ||
| Approximate Market Capitalization | ~$6.8 billion (214,600,000 shares outstanding × $31.68 closing price on April 4, 2026) | ||
| Fiscal Year End | January 31 | ||
| FY2026 Revenue (ended January 31, 2026) | $11.42 billion | ||
| FY2026 Net Income | $487.3 million | ||
| Chief Executive Officer | Franklin "Frank" Alvarez | ||
| Name | Role | Practice Group | Rate (2026) |
| Robert Adeyemi | Responsible Partner | Capital Markets (Seattle) | $1,650/hr |
| Jennifer Kwon | Billing Partner | Capital Markets (Seattle) | $1,575/hr |
| Eric Johannsen | Lead Associate | Capital Markets (Seattle) | $985/hr |
| Claire Dempsey | Working Associate | Capital Markets (Seattle) | $785/hr |
| Field | Detail | ||
| Full Legal Name | Redmond Zanthor & Co. LLC | ||
| Entity Type | Delaware limited liability company; registered broker-dealer (FINRA CRD No. 427891) | ||
| Headquarters | 383 Madison Square, New York, NY 10017 | ||
| Role | Expected to serve as lead book-running manager for takedown offerings under the shelf; currently in preliminary discussions with CRH regarding an at-the-market (ATM) equity distribution program and a potential investment-grade debt offering | ||
| Field | Detail | ||
| Full Legal Name | Pinnacle Bancorp Securities LLC | ||
| Entity Type | Delaware limited liability company; registered broker-dealer; wholly owned subsidiary of Pinnacle Bancorp, N.A. | ||
| Headquarters | 200 South Wacker Drive, Suite 3000, Chicago, IL 60606 | ||
| Role | Expected co-managing underwriter for future takedown offerings under the shelf | ||
| Field | Detail | ||
| Full Legal Name | Hargrove & Lassiter LLP | ||
| Headquarters | 51 West 52nd Street, New York, NY 10019 | ||
| Role | Outside counsel to the underwriting syndicate (anticipated; not yet formally engaged by the underwriters) | ||
| Field | Detail | ||
| Full Legal Name | Granville & Hooper LLP | ||
| Headquarters | 1700 Market Street, Suite 2400, Philadelphia, PA 19103 | ||
| Role | CRH's independent registered public accounting firm since FY2019; will deliver comfort letters and consents in connection with the filing of the registration statement and any takedown offerings under the shelf | ||
| Field | Detail | ||
| Full Legal Name | Meridian Trust Company, N.A. | ||
| Headquarters | 6201 15th Avenue, Brooklyn, NY 11219 |
| Role | Transfer agent and registrar for CRH common stock; expected to serve as indenture trustee for debt securities under any new indenture if debt is offered under the shelf | |||
| Field | Detail | |||
| Full Legal Name | Northgate Capital Bank, N.A. | |||
| Headquarters | 100 Federal Street, Suite 3600, Boston, MA 02110 | |||
| Role | Administrative agent under CRH's $1.5 billion senior secured revolving credit facility, maturing August 15, 2029 | |||
| Subsidiary | Jurisdiction | Description | ||
| Cascade Retail Operating Company LLC | Delaware LLC | Primary operating subsidiary; conducts the substantial majority of CRH's U.S. retail operations through the Company's 387 domestic store locations | ||
| Cascade Digital Commerce Inc. | Delaware corporation | Operates CRH's direct-to-consumer e-commerce platform and related digital marketing and fulfillment operations | ||
| CRH Distribution Services LLC | Washington LLC | Operates the Company's network of distribution centers, warehousing facilities, and logistics infrastructure | ||
| Cascade Retail Canada ULC | British Columbia, Canada (Unlimited Liability Company) | Conducts all of CRH's Canadian retail operations through 41 store locations across British Columbia, Alberta, Ontario, and Quebec | ||
| Security | Authorized | Outstanding (as of March 15, 2026) | Par Value | |
| Common Stock | 500,000,000 shares | 214,600,000 shares | $0.01 | |
| Preferred Stock | 25,000,000 shares | None issued | $0.01 | |
| Instrument | Principal Amount | Maturity | Rate | Agent / Trustee |
| Senior Secured Revolving Credit Facility | $430 million drawn (of $1.5 billion committed) | August 15, 2029 | Variable (SOFR + applicable margin) | Northgate Capital Bank, N.A. (agent) |
| 4.250% Senior Notes due 2031 | $750 million aggregate principal | October 15, 2031 | 4.250% fixed | Meridian Trust Company, N.A. (trustee) |
| 5.125% Senior Notes due 2034 | $500 million aggregate principal | November 1, 2034 | 5.125% fixed | Meridian Trust Company, N.A. (trustee) |
| Other debt (capital leases, finance leases, and other obligations) | ~$500 million | Various | Various | Various |
| Metric | Value (as of January 31, 2026) | |||
| Cash & Cash Equivalents | $610 million | |||
| Total Debt | $2.18 billion | |||
| Net Debt | $1.57 billion | |||
| Adjusted EBITDA (FY2026) | ~$1.14 billion (estimated) | |||
| Net Debt / Adjusted EBITDA | 1.38× | |||
| Field | Detail |
| Matter Number | 1038-00003 | |
| Billing Partner Code | JKW-2026-0406 | |
| Billing Partner | Jennifer Kwon | |
| Responsible Partner | Robert Adeyemi | |
| Practice Group | Capital Markets | |
| Office | Seattle | |
| Timekeeper | Role | Rate |
| Robert Adeyemi | Responsible Partner | $1,650/hr |
| Jennifer Kwon | Billing Partner | $1,575/hr |
| Eric Johannsen | Lead Associate | $985/hr |
| Claire Dempsey | Working Associate | $785/hr |
| Date | Milestone | |
| April 6, 2026 | Matter opened; engagement letter circulated to CRH | |
| April 9, 2026 | Target: execution of engagement letter by CRH | |
| April 14, 2026 | Kick-off call with CRH management, Redmond Zanthor & Co. LLC, and Pinnacle Bancorp Securities LLC | |
| April 21, 2026 | Preliminary diligence request list to be delivered to CRH | |
| May 5, 2026 | Target: first draft of Form S-3 registration statement and base prospectus circulated to CRH and underwriters for review | |
| May 12, 2026 | Target: first draft prospectus supplement templates (equity ATM program and debt offering) circulated to CRH and underwriters for review | |
| May 19, 2026 | Target: management diligence call with CRH senior management, engagement team, underwriters, and underwriters' counsel | |
| May 26, 2026 | Target: filing of registration statement with SEC; automatic effectiveness upon filing (WKSI) | |
| June 28, 2026 | Expiration of prior shelf registration statement (File No. 333-248710) |