Contract analysis

I. Introduction and Purpose Broadfield Whitaker LLP, on behalf of the Applicant, Northgate Wireless Americas Inc. ("NWA"), a Delaware corporation (FCC Registration Number 7284619), respectfully submits this letter in response to the Bureau's letter dated January 19, 2023 (the "Information Request"), which requested additional information regarding the foreign ownership and corporate governance structure of NWA's ulti

II. Summary of the Proposed Transaction and Ownership Structure A. Transaction Overview The proposed transaction involves the asset purchase of fourteen (14) FCC Wireless Radio Service licenses in the Advanced Wireless Services-3 ("Meridian Technologies-3") band, also known as Band 66, pursuant to Part 27 of the Commission's Rules, 47 C.F.R. Part 27. The licenses at issue cover Economic Areas ("EAs") spanning Nevada,

III. Response to Specific Information Requests NWA addresses each of the Bureau's specific inquiries below, organized in the same order as presented in the Information Request. A. Corporate Governance Structure of Northgate Telecommunications PLC

1. Board of Directors Composition. NTP maintains a unitary board of directors (the "Board") operating in accordance with the governance framework established by the United Kingdom Companies Act 2006 and the UK Corporate Governance Code (the "UK Code") as issued by the Financial Reporting Council. NTP has adopted and complies with the UK Code in its entirety, as described in NTP's most recent Annual Report and Account

2. Officers and Senior Management. The senior management of NTP and NWA includes the following individuals: • Marcus Enfield, Chief Executive Officer, NTP. Mr. Enfield is a United Kingdom national and has overall responsibility for NTP's strategic direction and global operations. • Priya Dasgupta, General Counsel, NTP. Ms. Dasgupta is a United Kingdom national and is responsible for NTP's legal affairs globally, incl

3. Constitutional Documents. NTP's Articles of Association (the "Articles") do not grant any foreign government, foreign state-owned entity, sovereign wealth fund, or any other governmental body any special rights, privileges, or preferential treatment with respect to the governance or ownership of NTP. Specifically: • No "golden share" or other governmental veto right exists with respect to NTP's share capital, gove

1. Significant Shareholders (as of the Most Recent Practicable Date). As of January 31, 2023, the most recent practicable date for which data is available, the following entities hold 3% or more of NTP's issued ordinary share capital: The public float of approximately 78.9% (calculated as 100% minus the aggregate holdings of the three named shareholders above) is dispersed among numerous retail and institutional shar

2. Nature of Shareholdings. All three named significant shareholders—Thornhill Asset Management LLP, Sovereign Capital Partners AG, and Dunmore Pension Trust—hold ordinary shares of NTP carrying standard voting rights (one vote per share) and standard economic rights (pro rata participation in dividends and distributions). There are no special classes of stock, preferential voting arrangements, super-voting rights, c

3. WTO-Member-Country Analysis. The Commission's analysis under Section 310(b)(4) of the Communications Act focuses on whether indirect foreign ownership of a common carrier radio licensee exceeds the 25% statutory benchmark and, if so, whether the public interest would be served by granting specific approval for such foreign ownership. In conducting this analysis, the Commission applies a rebuttable presumption that

4. Mechanisms to Monitor and Report Ownership Changes. NTP, as a company whose shares are admitted to trading on the Main Market of the London Stock Exchange, is subject to the UK Financial Conduct Authority's Disclosure Guidance and Transparency Rules ("DTR"), specifically DTR 5. Under DTR 5, any person who acquires or disposes of shares in NTP such that their voting rights reach, exceed, or fall below the threshold

1. Legal Framework. Section 310(b)(4) of the Communications Act of 1934, as amended, 47 U.S.C. § 310(b)(4), provides that no common carrier or aeronautical radio station license shall be granted to or held by any corporation directly or indirectly controlled by another corporation of which more than one-fourth of the capital stock is owned of record or voted by aliens, their representatives, or by a foreign governmen

2. Public Interest Analysis. NWA respectfully submits that the grant of the Section 310(b)(4) Petition and the FCC Form 603 application will serve the public interest for the following reasons: No National Security or Law Enforcement Concerns. NWA is not aware of any national security, law enforcement, foreign policy, or trade policy concern that would warrant denial or conditioning of the application. The proposed t

3. NWA Corporate Governance Safeguards. To ensure that the U.S. licensee entity is managed in a manner consistent with U.S. regulatory requirements and national security interests, NWA has adopted the following corporate governance safeguards: • NWA is incorporated in the State of Delaware and will maintain its principal U.S. office at 2200 Wilson Boulevard, Suite 1450, Arlington, VA 22201, for the duration of its te

IV. Supplemental Exhibits In support of this response, NWA submits the following exhibits: Exhibit 1: Updated organizational chart showing the complete ownership chain from Northgate Telecommunications PLC (England and Wales) → Northgate US Holdings LLC (Delaware) → Northgate Wireless Americas Inc. (Delaware), with the percentage ownership at each level (100% at each tier) and the jurisdiction of organization for eac

V. Status of the Informal Objection NWA respectfully reiterates that the informal objection filed on November 28, 2022 by Great Basin Rural Broadband Cooperative has been fully and comprehensively addressed in NWA's opposition filed on December 9, 2022. The informal objection raised concerns solely regarding foreign ownership under Section 310(b)(4) of the Communications Act, asserting in general terms that the Commi

VI. Request for Expeditious Action NWA respectfully requests that the Bureau act expeditiously on both the FCC Form 603 application (File No. 0010287-EX) and the concurrently filed Section 310(b)(4) Petition for Declaratory Ruling. The FCC Form 603 application was filed on October 14, 2022, accepted for filing on October 28, 2022, and the public notice comment period closed on December 5, 2022—more than two months ag

VII. Conclusion and Certifications For the reasons set forth above and in the accompanying exhibits, NWA and its ultimate parent entity NTP have fully complied with the requirements of Section 310(b)(4) of the Communications Act and the Commission's rules and policies governing foreign ownership of common carrier radio licensees. All indirect foreign ownership of NWA is attributable to entities organized in WTO-membe

VIII. Signature block Respectfully submitted, BROADFIELD WHITAKER LLP By: ________ Annette Galvez Partner Broadfield Whitaker LLP 1401 H Street NW, Suite 750 Washington, DC 20005 Telephone: (202) 554-8126 Email: agalvez@broadfieldwhitaker.com Daniel Fong Senior Associate Broadfield Whitaker LLP 1401 H Street NW, Suite 750 Washington, DC 20005 Telephone: (202) 554-8143 Email: dfong@broadfieldwhitaker.com Counsel for N

IX. Certificate of Service CERTIFICATE OF SERVICE I, Daniel Fong, Senior Associate at Broadfield Whitaker LLP, hereby certify that on this 10th day of February, 2023, a true and correct copy of the foregoing Response to Information Request dated January 19, 2023, together with all exhibits attached thereto, was served upon the following parties by the method indicated: Via Electronic Mail and First-Class U.S. Mail, P