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Smart scan / 1033-00001
Calderwood & Harkness LLP
M&A / Corporate
Document types detected
Analysis / memo5
Contract / agreement5
Correspondence1
Engagement letter1
Parties across the matter
C&H Legal Fees IncCaldwell LLPGeneral Counsel Redstone Gaming CorpHARKNESS LLPHarkness LLPNasdaq Stock Market LLCNevada LLCOFFERED FOR SARedstone Gaming CorpRegulatory Profile Redstone Gaming Corp
Chronology
2026-03-15 · senior-facility-covenant-analysis.docx
… drawn as of September 30, 2022. The Senior Credit Facility matures on March 15, 2026, and currently bears interest at the Secured Overnight Financing Rate ("SOFR") plus 275 b …
2023-03-17 · dormancy-suspension-letter.docx
… 8200 Facsimile: (702) 555-8201 Email: cmerritt@calderwoodharkness.com March 17, 2023 Via Email and U.S. Mail Thomas Kierkegaard, Esq. General Counsel Redstone Gaming Corp. 42 …
2023-03-16 · dormancy-suspension-letter.docx
… Bridge Capital Partners, LP — Notification was delivered via email on March 16, 2023 to Victor Hargrove, Managing Partner, and Danielle Okonkwo, Head of Credit Investments, a …
2023-03-15 · cost-of-capital-comparison-memo.docx
… nding term sheet executed on December 2, 2022 expires by its terms on March 15, 2023. No extension of the exclusivity period need be requested, and no break fee or terminatio …
2023-03-15 · nevada-gaming-regulatory-memo.docx
… . The Term Sheet provides for a 90-day exclusivity period expiring on March 15, 2023, during which the parties will negotiate and execute definitive documentation. The key te …
2023-03-15 · reg-d-private-placement-memo.docx
… ecember 2, 2022, and includes a 90-day exclusivity period expiring on March 15, 2023, during which RGC has agreed not to solicit or accept competing mezzanine or subordinated …
2023-03-15 · senior-facility-covenant-analysis.docx
… erm sheet executed with Pinnacle Bridge on December 2, 2022 (expiring March 15, 2023), although we note that the timeline should be actively managed to preserve adequate marg …
2023-03-15 · dormancy-suspension-letter.docx
… however, the Term Sheet also provided for automatic extension through March 15, 2023, unless either party delivered a written termination notice at least five business days p …
2023-03-13 · dormancy-suspension-letter.docx
… of Directors of RGC (the "Board"), at a duly convened meeting held on March 13, 2023, authorized Priya Sandoval, the Company's Chief Financial Officer, to suspend the mezzani …
2023-03-10 · cost-of-capital-comparison-memo.docx
… er 31, 2022 to $14.75 per share as of the most recent market close on March 10, 2023. At the time the mezzanine terms were negotiated, the all-in effective cost of the mezzan …
2023-03-10 · dormancy-suspension-letter.docx
… ading at approximately $8.40 per share. As of the close of trading on March 10, 2023 — the last trading day prior to the Board meeting — RGC common stock closed at $14.75 per …
2023-03-06 · cost-of-capital-comparison-memo.docx
… Priya Sandoval, Chief Financial Officer, Redstone Gaming Corp. DATE: March 6, 2023 RE: Cost-of-Capital Comparison Analysis — Impact of Equity Rally on Proposed $35,000,000 …
2023-03-03 · cost-of-capital-comparison-memo.docx
… morandum was prepared to support CFO Sandoval's recommendation at the March 3, 2023 management meeting to pause the mezzanine financing process with Pinnacle Bridge. We have …
2023-03-03 · dormancy-suspension-letter.docx
… on followed CFO Sandoval's recommendation, initially presented at the March 3, 2023 management meeting, to pause the mezzanine financing process in light of several developm …
2023-03-02 · dormancy-suspension-letter.docx
… eriod, computed from the execution date of the Term Sheet, expired on March 2, 2023. Upon further review, we note that the Exclusivity Period as defined in Section 9 of the …
2023-02-28 · dormancy-suspension-letter.docx
… ,400 on the interim invoice previously rendered for the period ending February 28, 2023. A final invoice covering all unbilled professional time and disbursements (including doc …
2023-02-17 · cost-of-capital-comparison-memo.docx
… t") and the draft Note Purchase Agreement most recently circulated on February 17, 2023. Borrower: Redstone Gaming Corp. (Nasdaq: RDGM), a Nevada corporation. Prospective Lender …
2023-02-17 · dormancy-suspension-letter.docx
… he Lender. The most recent version is the second revised draft, dated February 17, 2023, which incorporated comments received from Wainwright Hess & Caldwell LLP on behalf of Pi …
2023-02-17 · mezzanine-note-purchase-agreement-v3.docx
… ount 13.50% Senior Subordinated Notes due 2028 Second Revised Draft — February 17, 2023 DRAFT — FOR DISCUSSION PURPOSES ONLY — SUBJECT TO FURTHER REVIEW AND REVISION Parties: Re …
2023-02-17 · pledge-and-security-agreement-draft.docx
… PLEDGE AND SECURITY AGREEMENT DRAFT — February 17, 2023 — Subject to Review and Comment — NOT FOR EXECUTION DRAFT — Prepared by Calderwood & Hark …
2023-02-10 · cost-of-capital-comparison-memo.docx
… d preliminary comments on the draft intercreditor agreement (received February 10, 2023) but has not yet granted formal consent. C. Transaction Timeline and Current Status The f …
2023-02-10 · dormancy-suspension-letter.docx
… minary comments were received from Cornerstone National Bank, N.A. on February 10, 2023, reflecting the bank's standard intercreditor requirements and certain additional provisi …
2023-01-27 · reg-d-private-placement-memo.docx
… Agreement"), the first draft of which was circulated by C&H to WHC on January 27, 2023 — two days after the date of this memorandum. It is noted that the Warrant Agreement draf …
2023-01-27 · dormancy-suspension-letter.docx
… on rights. The first draft of the Warrant Agreement was circulated on January 27, 2023. Lender's counsel had not yet provided substantive comments on this draft as of the Dorma …
2023-01-27 · warrant-agreement-draft.docx
… — For Discussion Purposes Only — Subject to Review and Comment Dated: January 27, 2023 by and between REDSTONE GAMING CORP. a Nevada corporation and PINNACLE BRIDGE MEZZANINE O …
2023-01-25 · reg-d-private-placement-memo.docx
… king & Finance; Marcus Leung, Lead Associate, Banking & Finance Date: January 25, 2023 Re: Redstone Gaming Corp. — Securities Law Analysis: Private Placement Exemption for Warr …
2023-01-25 · dormancy-suspension-letter.docx
… zed in the Securities Law / Regulation D Private Placement Memo dated January 25, 2023. (v) No closing occurred, no funds were disbursed, and no notes, warrants, or other secur …
2023-01-20 · proposed-closing-checklist.xlsx
… us Leung, Lead Associate, Calderwood & Harkness LLP Date Circulated | January 20, 2023 Principal Amount | $35,000,000 Instrument | 13.50% Senior Subordinated Notes due 2028 (10 …
2023-01-20 · mezzanine-note-purchase-agreement-v3.docx
… Vegas, NV 89101 — C&H Matter No. 1033-00001 Reflects C&H revisions to January 20, 2023 draft in response to markup received from Wainwright Hess & Caldwell LLP dated January 11 …
2023-01-11 · mezzanine-note-purchase-agreement-v3.docx
… response to markup received from Wainwright Hess & Caldwell LLP dated January 11, 2023. MEZZANINE NOTE PURCHASE AGREEMENT This MEZZANINE NOTE PURCHASE AGREEMENT (this "Agreemen …
2022-12-19 · senior-facility-covenant-analysis.docx
… eement that Calderwood & Harkness LLP ("C&H") intends to circulate on December 19, 2022. Based on preliminary discussions with Mr. Bradshaw, we anticipate a negotiation period o …
2022-12-19 · dormancy-suspension-letter.docx
… rights among the secured parties. The initial draft was circulated on December 19, 2022. Preliminary comments were received from Cornerstone National Bank, N.A. on February 10, …
2022-12-19 · intercreditor-agreement-draft.docx
… INTERCREDITOR AND SUBORDINATION AGREEMENT DRAFT — December 19, 2022 Prepared by: Calderwood & Harkness LLP 300 South Fourth Street, Suite 2800 Las Vegas, NV …
2022-12-15 · senior-facility-covenant-analysis.docx
… PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT MEMORANDUM December 15, 2022 FROM: Marcus Leung, Lead Associate, Banking & Finance, Calderwood & Harkness LLP TO: Clau …
2022-12-12 · dormancy-suspension-letter.docx
… nalyzed in detail in the Nevada Gaming Regulatory Analysis Memo dated December 12, 2022, a copy of which is maintained in the engagement files. (iv) No Form D was filed with the …
2022-12-02 · cost-of-capital-comparison-memo.docx
… 0-day exclusivity period under the non-binding term sheet executed on December 2, 2022 expires by its terms on March 15, 2023. No extension of the exclusivity period need be re …
2022-12-02 · nevada-gaming-regulatory-memo.docx
… nd the Commission. B. The Proposed Mezzanine Financing — Key Terms On December 2, 2022, RGC and Pinnacle Bridge Capital Partners, LP executed a non-binding term sheet (the "Ter …
2022-12-02 · reg-d-private-placement-memo.docx
… or the Mezzanine Financing was executed by RGC and Pinnacle Bridge on December 2, 2022, and includes a 90-day exclusivity period expiring on March 15, 2023, during which RGC ha …
2022-12-02 · senior-facility-covenant-analysis.docx
… iod under the non-binding term sheet executed with Pinnacle Bridge on December 2, 2022 (expiring March 15, 2023), although we note that the timeline should be actively managed …
2022-12-02 · dormancy-suspension-letter.docx
… erm sheet between RGC and Pinnacle Bridge Capital Partners, LP, dated December 2, 2022 (the "Term Sheet"), included a 90-day exclusivity period during which RGC agreed not to s …