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  "notes": "Details the breakdown of Firm B's diligence process and Kingswood's revised LOI terms.",
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      "text": "After deliberating and evaluating the IOIs, the Special Committee decided to grant Firm B and Kingswood further access to Management and Company information to continue due diligence. Both Firm B and Kingswood traveled to Jacksonville for Management meetings on June 18-19, 2019, and conducted extensive diligence over the next two months, leading up to a July 24, 2019, bid deadline. Additionally, both parties had multiple calls with Jay Stein and Moelis, chaperoned by PJS, to provide updates on their respective diligence processes. PJS sent a Process Letter on July 17, 2019, to both parties asking for a Letter of Intent (\"LOI\", \"Reaffirmed Proposal\") on July 24, 2019. On July 22, 2019, Firm B submitted a presentation to PJS intended for the Special Committee detailing its findings from its diligence process (which PJS shared with the Special Committee on July 23, 2019). Firm B noted in the presentation that it had spent considerable time and resources evaluating Stratosphere and the transaction, but that, because of the continued pressure on the Company's financials and the inability of Stratosphere's Management to improve performance, Firm B would need to employ additional resources to understand the Company and create a strategy for improving the business. As a result, Firm B asked the Special Committee to pay for an estimated $550,000 of intensive third-party consulting workstreams over the course of four to six weeks to further understand Firm B's questions and identify a go-forward strategy for improving the business. Firm B confirmed that it would need the compensation and to complete this diligence before it would consider whether or not it would put forth an LOI and confirmed it would not be submitting one by the July 24, 2019, deadline. On July 24, 2019, PJS received one LOI from Kingswood. Kingswood reduced its purchase price to $1.10 from $1.50 per share in its IOI. The purchase price was based on a 21% premium to trailing VWAP since Stratosphere's then most recent earnings release. Kingswood planned on financing its portion of the equity through a new fund or its existing relationship with Global Endowment Management (\"GEM\"). Kingswood asked for exclusivity until the earlier of signing a definitive agreement or August 30, 2019.",
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