Contract analysis

I. BACKGROUND A. The Underlying Transaction

1. On September 22, 2022, Ridgeline and NWA executed an Asset Purchase Agreement (the "APA") pursuant to which Ridgeline agreed to sell and assign, and NWA agreed to purchase and accept the assignment of, fourteen (14) FCC Wireless Radio Service licenses in the Advanced Wireless Services-3 ("Meridian Technologies-3") / Band 66 spectrum band, authorized under Part 27 of the Commission's rules, 47 C.F.R. Part 27. The l

2. The Licenses cover a total of fourteen (14) Economic Areas ("EAs") situated primarily within the State of Nevada, portions of eastern California, and portions of southern Oregon. Together, the Licenses comprise thirty-nine megahertz (39 MHz) of paired spectrum — specifically, 39 MHz of uplink spectrum and 39 MHz of downlink spectrum, for a total of seventy-eight megahertz (78 MHz) of paired bandwidth. The aggregat

3. The agreed-upon purchase price for the Licenses under Section 3.1 of the APA is One Hundred Twenty-Six Million Five Hundred Thousand Dollars ($126,500,000). The purchase price is denominated as a fixed price for the aggregate of all fourteen Licenses and is payable in cash at closing, subject to the satisfaction or waiver of customary closing conditions, including receipt of FCC consent to the assignment.

4. The transaction contemplated by the APA involves only the assignment of bare spectrum licenses. Ridgeline's subscriber base — consisting of approximately 142,000 active subscriber accounts as of the date of the APA — is not being transferred to NWA as part of the transaction. Similarly, no network infrastructure, equipment, or operational assets of Ridgeline are included in the scope of the assignment. The transac

5. NWA is a wholly owned subsidiary of Northgate US Holdings LLC, a limited liability company organized under the laws of the State of Delaware. Northgate US Holdings LLC is, in turn, wholly owned by Northgate Telecommunications PLC ("NTP"), a public limited company organized under the laws of England and Wales (Companies House Registration No. 08473291), whose ordinary shares are listed and traded on the London Stoc

6. On October 14, 2022, NWA and Ridgeline jointly filed FCC Form 603 with the Commission, seeking FCC consent to the proposed assignment of the fourteen Licenses from Ridgeline to NWA (the "Application"). The Application was assigned FCC File No. 0010287-EX.

7. Concurrently with the filing of the Application, NWA filed a Petition for Declaratory Ruling (the "Section 310(b)(4) Petition") under Section 310(b)(4) of the Communications Act of 1934, as amended, 47 U.S.C. § 310(b)(4), requesting that the Commission approve indirect foreign ownership of NWA by NTP, a United Kingdom entity, at levels up to and including one hundred percent (100%). The Section 310(b)(4) Petition

8. On October 28, 2022, the Commission's staff accepted the Application for filing, having determined that the Application was substantially complete and in compliance with the Commission's filing requirements.

9. A Public Notice announcing the acceptance of the Application was released on November 3, 2022, establishing a period for the filing of comments and petitions to deny. The comment period closed on December 5, 2022.

10. No petitions to deny the Application were filed during the comment period or at any time thereafter.

11. On November 28, 2022, one informal objection to the Application was filed by the Great Basin Rural Broadband Cooperative ("Great Basin"), a cooperative association providing broadband and telecommunications services in rural areas of Nevada. The Great Basin objection raised concerns regarding the proposed indirect foreign ownership of the Licenses by NTP, a UK-based entity, under Section 310(b)(4) of the Communic

12. On December 9, 2022, NWA filed its Opposition to the Great Basin Informal Objection, demonstrating that the objection failed to raise any substantial or material questions of fact warranting designation for hearing, that the foreign ownership concerns raised by Great Basin were fully addressed in the Section 310(b)(4) Petition, and that NTP's corporate governance and shareholder structure had been transparently d

13. On January 19, 2023, the WTB issued an information request letter (the "WTB Information Request") directed to NWA, seeking additional information regarding NTP's corporate governance arrangements, the composition of NTP's board of directors, NTP's top-ten institutional shareholders, and certain other matters relating to the ownership structure disclosed in the Section 310(b)(4) Petition.

14. On February 10, 2023, NWA filed a comprehensive response to the WTB Information Request (the "Information Request Response"), providing the requested information in full and supplementing the record with additional materials regarding NTP's shareholder profile, board governance, and compliance with applicable UK corporate governance standards.

15. As of the date of this filing, review of the Application and the Section 310(b)(4) Petition by the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector (the "Committee"), established pursuant to Executive Order 13913 (April 4, 2020), is pending. The Committee, which is chaired by the Attorney General and includes representatives from the Department of Homel

16. No further action has been taken by the Commission, the WTB, or any other bureau or office of the Commission on the Application or the Section 310(b)(4) Petition since February 2023. The Application remains pending. C. The Commercial Dispute

17. On December 14, 2022, Ridgeline delivered written notice to NWA (the "Price Adjustment Demand") asserting that the purchase price payable under Section 3.1 of the APA should be adjusted upward by Fourteen Million Two Hundred Thousand Dollars ($14,200,000) — from the agreed price of $126,500,000 to $140,700,000. Ridgeline based this demand on the existence of an alleged competing bid that it claimed to have receiv

18. On December 19, 2022, NWA rejected the Price Adjustment Demand in its entirety. In its written response, NWA cited the unambiguous fixed-price provision set forth in Section 3.1 of the APA, which establishes the aggregate purchase price as a defined and non-contingent amount. NWA further noted that the APA contains no contractual price-adjustment mechanism, no market-based repricing provision, no most-favored-nat

19. The APA, as originally executed on September 22, 2022, contained a Long-Stop Date of March 15, 2023, by which the closing of the transaction was required to occur. Section 9.1(b) of the APA provides that either Party may terminate the APA by written notice if the closing has not occurred on or before the Long-Stop Date, provided that the terminating party is not itself in material breach of the APA.

20. On April 22, 2023, the Parties entered into a written agreement (the "Extension Agreement") extending the Long-Stop Date from March 15, 2023 to September 30, 2023. The Extension Agreement was executed by both Parties in acknowledgment of the fact that the pending purchase price dispute and the ongoing FCC review process made it impracticable for the closing to occur by the original Long-Stop Date. The Extension A

21. The extended Long-Stop Date of September 30, 2023 passed without the closing of the transaction having occurred. As of the date of this filing, neither Party has delivered a notice of termination under Section 9.1(b) of the APA, and neither Party has taken the position that the APA has been terminated or is no longer in effect.

22. The purchase price dispute remains unresolved. The last substantive written communication between the Parties' respective counsel regarding the dispute occurred on November 8, 2023. Since that date, neither Party has formally proposed a resolution of the price disagreement, although both Parties have indicated a willingness to explore options for resolving the matter.

23. In connection with the execution of the APA, NWA deposited an earnest money deposit in the amount of Four Million Five Hundred Thousand Dollars ($4,500,000) (the "Earnest Money Deposit") into an escrow account maintained by Meridian National Bank, N.A., in accordance with the terms of the escrow agreement executed concurrently with the APA. The Earnest Money Deposit remains held in escrow as of the date of this f

24. The Parties are currently evaluating options for resolving the commercial dispute, including potential renegotiation of the purchase price, engagement of a mediator, or other mechanisms that may facilitate a resolution. Both Parties continue to believe that a negotiated resolution is preferable to litigation or arbitration at this stage.

II. REQUEST FOR ABEYANCE A. Statement of Request

25. In light of the foregoing, the Applicants jointly and respectfully request that the WTB hold FCC File No. 0010287-EX, including the associated Petition for Declaratory Ruling filed under Section 310(b)(4) of the Communications Act, in abeyance for a period of [180 / 270] days from the date of any order or action by the Bureau granting this request. During this abeyance period, the Applicants request that the Bure

26. The Applicants further request that, during the abeyance period, the Section 310(b)(4) Petition and the pending review by the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector likewise be held in abeyance, so that the entirety of the regulatory review process may be preserved for resumption in the event the Parties successfully resolve their commercial d

27. The commercial dispute between the Parties is a bona fide contractual disagreement regarding the purchase price for the Licenses. It is not indicative of an abandonment of the transaction by either Party. Both Ridgeline and NWA continue to evaluate in good faith the options available for resolving the dispute, and neither Party has terminated or purported to terminate the APA. The dispute does not implicate any r

28. The Application itself is substantially complete and has advanced through several stages of the Commission's review process. The Application was accepted for filing, the public notice comment period closed without any petitions to deny being filed, NWA's response to the WTB Information Request has been filed and is part of the record, and no substantive regulatory deficiency in the Application or the Section 310(

29. Dismissal of the Application and a subsequent refiling, should the Parties resolve their dispute and wish to proceed, would result in a significant and unnecessary expenditure of both Commission and Party resources. The Parties would be required to prepare and file a new FCC Form 603, a new Section 310(b)(4) Petition, and updated supporting documentation. The Commission's staff would be required to conduct a dupl

30. No public interest would be served by dismissal of the Application during the pendency of a good-faith commercial dispute between the Parties. The spectrum licenses at issue are currently held by Ridgeline and continue to be utilized in the provision of wireless services. No spectrum is lying fallow or being warehoused as a result of the pending Application. Conversely, holding the Application in abeyance would s

31. The Applicants are aware that the Commission has broad discretion in managing its docket and processing applications, and they believe that the circumstances presented here — a substantially complete application, no unresolved regulatory issues, and a bona fide commercial dispute between the parties — weigh strongly in favor of granting the requested abeyance. C. Proposed Terms of Abeyance

32. To ensure that the Bureau remains informed of the status of the Parties' commercial dispute and the Parties' intentions with respect to the Application during the abeyance period, the Applicants propose the following terms: (a) Status Reports. The Applicants will file joint status reports with the WTB every [60 / 90] days during the abeyance period, or at such other intervals as the Bureau may direct. Each status

III. COMMISSION AUTHORITY AND PRECEDENT

33. The WTB possesses inherent authority to manage its docket and to hold pending applications in abeyance when doing so serves the interests of administrative efficiency and the orderly processing of Commission business. This authority is well established and has been exercised by the Bureau and the Commission in range contexts, including spectrum license transfer and assignment proceedings.

34. The Commission has, on numerous occasions, granted requests to hold applications in abeyance where the applicants have demonstrated that an underlying commercial dispute or other extrinsic factor has temporarily impeded the consummation of the proposed transaction, but where the application itself does not present unresolved regulatory issues that would warrant dismissal or denial. See, e.g., Applications of Quil

35. Nothing in the Communications Act of 1934, as amended, or the Commission's rules mandates the dismissal of a pending application solely because a contractual dispute has arisen between the private parties to the underlying transaction. To the contrary, the Commission's rules contemplate that license transfer and assignment applications may involve complex commercial arrangements that may require time to finalize,

36. The Applicants submit that the circumstances presented here are precisely those in which abeyance is most appropriate: the Application is substantially complete, no regulatory deficiency has been identified, no petition to deny has been filed, the sole informal objection has been opposed, and the commercial dispute is one that the Parties are actively seeking to resolve. Granting abeyance in these circumstances w

37. Each Applicant represents that it has not abandoned the transaction contemplated by the APA and continues to evaluate in good faith the options available for resolving the commercial dispute regarding the purchase price. Neither Applicant has delivered a notice of termination under the APA, and both Applicants view the transaction as potentially viable if and when the commercial dispute is resolved.

38. NWA represents that the information contained in FCC Form 603 (FCC File No. 0010287-EX), the Petition for Declaratory Ruling filed under Section 310(b)(4) of the Communications Act, and the response to the WTB Information Request dated February 10, 2023, remains accurate and complete in all material respects as of the date of this filing. NWA is not aware of any material change in its ownership structure, the own

39. Ridgeline represents that it continues to hold the fourteen (14) Meridian Technologies-3 Licenses (Call Signs WQAB201 through WQAB214) and that no other applications for the assignment or transfer of control of any of these Licenses are pending before the Commission. Ridgeline further represents that it is not a party to any agreement, letter of intent, or other arrangement with any third party for the sale, assi

40. Each Applicant affirms that it is aware that the grant of this Joint Stipulation and request for abeyance does not constitute, and shall not be construed as, FCC approval of the underlying assignment application, the Section 310(b)(4) Petition, or any other aspect of the proposed transaction. The Applicants understand that the Application, if and when processing is resumed, will be reviewed and evaluated by the C

41. Nothing in this Joint Stipulation shall be construed as an admission by either Applicant regarding the merits of the purchase price dispute, the validity or enforceability of any provision of the APA or the Extension Agreement, the interpretation of any term or condition of the APA, or any other contractual, legal, or factual issue between the Parties. The filing of this Joint Stipulation is undertaken solely for

42. Each Applicant expressly reserves all rights, remedies, claims, and defenses that it may have under the APA, the Extension Agreement, and applicable law, including, without limitation, the right to seek specific performance, damages, or other relief, and the right to assert any defense to any claim arising under the APA or the Extension Agreement. Nothing in this Joint Stipulation shall limit or impair either App

43. The filing of this Joint Stipulation is without prejudice to either Applicant's right to withdraw from the transaction contemplated by the APA or to withdraw from the Application independently, in each case subject to the applicable provisions of the APA, the Extension Agreement, and the Commission's rules. Either Applicant may, at any time, file a request with the Commission to withdraw its participation in the

VI. CONTACT INFORMATION FOR COUNSEL OF RECORD The following individuals are designated as counsel of record for the respective Applicants and are authorized to receive all communications from the Commission regarding this Joint Stipulation, the Application, and the Section 310(b)(4) Petition: For Assignee — Northgate Wireless Americas Inc.: Annette Galvez, Partner Broadfield Whitaker LLP 1401 H Street NW, Suite 750 W

VII. CONCLUSION For the foregoing reasons, the Applicants respectfully request that the Wireless Telecommunications Bureau grant this Joint Stipulation and hold FCC File No. 0010287-EX, including the associated Petition for Declaratory Ruling under Section 310(b)(4) of the Communications Act, in abeyance for a period of [180 / 270] days from the date of the Bureau's order or action granting this request, on the terms

1. Abeyance Period (Bracketed). The draft currently brackets the abeyance period as "[180 / 270] days." The 180-day period would provide approximately six months for the Parties to resolve the purchase price dispute, while the 270-day period would provide approximately nine months. This choice should be discussed with the client — specifically Priya Dasgupta and Thomas Brennan at Northgate — before a proposal is made

2. Status Report Interval (Bracketed). The status report interval is likewise bracketed as "[60 / 90] days." A 60-day interval would require three reports during a 180-day abeyance and approximately four to five during a 270-day abeyance. A 90-day interval would require two reports during a 180-day abeyance and three during a 270-day abeyance. The more frequent interval may demonstrate greater diligence to the WTB bu

3. Client Approval. Before circulating this draft to Hargrove, Sato & Caldwell LLP or Kevin Sato, we need to confirm with Priya Dasgupta (General Counsel, Northgate US Holdings) and Thomas Brennan (SVP Corporate Development, NTP) that filing this Joint Stipulation is consistent with Northgate's current strategic posture regarding the Ridgeline transaction. Specifically, we need guidance on whether Northgate is prepar

4. WTB Staff Receptivity. Annette Galvez and Harold Wren should coordinate regarding WTB staff receptivity to an abeyance request in these circumstances. Annette — please check informally with the relevant WTB contact(s) whether the Bureau would prefer (a) an abeyance via joint stipulation, (b) the Bureau maintaining the application on its own motion without the parties' affirmative request, or (c) a withdrawal and p

5. APA Validity Implications. Consider carefully whether filing this Joint Stipulation may implicitly acknowledge the continued validity and enforceability of the APA, which could bear on the termination rights analysis. The stipulation states in Paragraph 37 that neither Party has delivered a notice of termination and that both view the transaction as "potentially viable." This language should be reviewed in light o

6. Billing and Engagement Scope. Confirm with Sylvia Hartwell (Director of Legal Operations, Calderwood & Harkness) whether any billing or engagement scope issues arise from preparing this filing. As of the last billing summary, total billed amounts for the Ridgeline/NWA transaction (C&H Phase 1) stand at $847,320 against a Phase 1 fee cap of $1,250,000. Outstanding accounts receivable total $112,600. If there are co

7. Unilateral Filing Contingency. Note that Ridgeline's counsel's cooperation is necessary for a joint filing. If Kevin Sato declines to join in this stipulation — whether because Ridgeline has lost interest in the transaction, because Ridgeline objects to the proposed terms, or for any other reason — NWA may need to consider filing a unilateral status letter or request for extension of time with the WTB. A draft of