Contract analysis

I. INTRODUCTION AND SUMMARY Northgate Wireless Americas Inc. ("NWA" or "Applicant"), by its undersigned counsel, Broadfield Whitaker LLP and Calderwood & Harkness LLP, hereby respectfully opposes the Informal Objection filed on November 28, 2022, by Great Basin Rural Broadband Cooperative ("Great Basin" or "Objector") in connection with FCC File No. 0010287-EX (the "Application").1 The Application seeks the consent o

II. BACKGROUND A. The Parties Northgate Wireless Americas Inc. NWA is a corporation organized under the laws of the State of Delaware, having been incorporated on August 22, 2022, under Delaware Secretary of State File No. 7284619. NWA maintains its principal office at 2200 Wilson Boulevard, Suite 1450, Arlington, Virginia 22201. NWA was formed for the specific purpose of serving as the FCC licensee and spectrum-hold

III. THE STANDARD FOR INFORMAL OBJECTIONS

Section 309(d) of the Communications Act, 47 U.S.C. § 309(d), establishes the formal petition-to-deny process for challenges to FCC license applications. Under Section 309(d)(1), a petition to deny must contain "specific allegations of fact sufficient to show that . . . a grant of the application would be prima facie inconsistent with the public interest, convenience, and necessity."7 No petition to deny was filed in

IV. ARGUMENT A. The Section 310(b)(4) Foreign Ownership Concerns Are Fully Addressed in the Concurrently Filed Petition for Declaratory Ruling The core — indeed, the sole — substantive contention in Great Basin's Informal Objection is that the proposed transaction "raises potential concerns" under Section 310(b)(4) of the Communications Act because NWA will be 100% indirectly owned by NTP, a UK-organized public limit

Section 310(b)(4) of the Communications Act provides that no broadcast or common carrier or aeronautical en route or aeronautical fixed radio station license shall be granted to or held by a corporation directly or indirectly controlled by a foreign government, foreign entity, or foreign individual, or by a corporation of which more than one-fourth of the capital stock is owned or voted by foreign entities or individ

V. CONCLUSION AND REQUEST FOR RELIEF For the foregoing reasons, the Informal Objection of Great Basin Rural Broadband Cooperative should be dismissed or denied in its entirety. Great Basin has failed to identify any specific deficiency in the Application or the Section 310(b)(4) Petition, has failed to allege any concrete public interest harm, has failed to rebut the Commission's WTO-member presumption, and has faile

I. INTRODUCTION AND SUMMARY | 1

II. BACKGROUND | 4 A. The Parties | 4 B. The Transaction | 7 C. The FCC Application and Section 310(b)(4) Petition | 9 D. The Informal Objection | 11

III. THE STANDARD FOR INFORMAL OBJECTIONS | 12

IV. ARGUMENT | 14 A. The Section 310(b)(4) Foreign Ownership Concerns Are Fully Addressed in the Concurrently Filed Petition for Declaratory Ruling | 14 B. NTP Is Organized in a WTO-Member Country, and the Commission Applies a Favorable Rebuttable Presumption | 17 C. FCC Precedent Strongly Supports Approval of the Proposed Foreign Ownership Structure | 20 D. No National Security Concerns Have Been Identified | 23 E.

V. CONCLUSION AND REQUEST FOR RELIEF | 30 Shareholder | Jurisdiction | Ownership Interest Thornhill Asset Management LLP | United Kingdom | 9.7% Sovereign Capital Partners AG | Switzerland | 6.3% Dunmore Pension Trust | United Kingdom | 5.1% Public float (LSE) | Various | 78.9%