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Contract analysis / state-puc-notification-letters.docx
state-puc-notification-letters.docx
High · 1
Medium · 2
Standard · 9
1. Completion of Bracketed Fields. Each letter is a template. Bracketed fields marked "[I
Standard
⚑ Commercial term
1. Completion of Bracketed Fields. Each letter is a template. Bracketed fields marked "[Insert ...]" must be completed with matter-specific or state-specific information prior to filing. This includes, without limitation, specific statutory citations, current filing office addresses, descriptions of state-specific operations and customer bases, filing fees, and any supplemental information required by the applicable
2. Consultation with Target's Regulatory Counsel. Target's counsel, Whitmore, Kessler & B
Standard
⚑ Commercial term
2. Consultation with Target's Regulatory Counsel. Target's counsel, Whitmore, Kessler & Braun LLP (Aaron Whitmore, Regulatory Counsel, 1120 SW Quelston Street, Suite 800, Portland, OR 97205), should be consulted to confirm all state-specific procedural requirements, filing fees, mandatory exhibits, and any supplemental attachments that may be required by each state's commission. Mr. Whitmore has extensive experience
3. Filing Timeline and Coordination. Letters should be filed as promptly as practicable f
3. Filing Timeline and Coordination. Letters should be filed as promptly as practicable following execution of the Agreement and Plan of Merger (target signing date: April 7, 2025). Filing should be coordinated with the overall regulatory approvals timeline set forth in the Regulatory Approvals Strategy Memorandum prepared by Howard Bellamy, Specialist Partner, Antitrust & Competition, Calderwood & Harkness LLP (the
4. Coordination with Parallel Regulatory Filings. Each state PUC filing should be coordin
Standard
⚑ Commercial term
4. Coordination with Parallel Regulatory Filings. Each state PUC filing should be coordinated with the following parallel regulatory filings and submissions: • Hart-Scott-Rodino Act Premerger Notification: Target filing date of approximately April 21, 2025, with a filing fee of $250,000 (based on the transaction value). • FCC Transfer of Control Application: An application for consent to the transfer of control of Ca
5. Exhibits. The exhibits and attachments listed at the conclusion of each letter are ill
5. Exhibits. The exhibits and attachments listed at the conclusion of each letter are illustrative and should be confirmed against each state commission's rules and filing requirements. Certain exhibits — including the executed copy of the Agreement and Plan of Merger — will not be available until after signing. Placeholder references should be finalized and exhibits assembled prior to filing.
6. Filing Method. The method of filing (electronic, hard copy, or both) varies by state c
6. Filing Method. The method of filing (electronic, hard copy, or both) varies by state commission. Please confirm the current filing method and any requirements for service copies with Aaron Whitmore prior to submission.
7. Docketing and Record Keeping. All filings and related correspondence should be dockete
7. Docketing and Record Keeping. All filings and related correspondence should be docketed and maintained in the Calderwood & Harkness matter file (Matter No. 1022-00006). Copies of all filed materials and commission correspondence should be circulated to the full deal team, including Oliver Mackenzie, Howard Bellamy, Aaron Whitmore, Sandra Whitfield, and Liam Sutherland. FORM A OREGON PUBLIC UTILITY COMMISSION APPLI
I. Introduction and Purpose
I. Introduction and Purpose Calderwood & Harkness LLP, on behalf of Northgate Telecommunications PLC ("Northgate" or "Acquirer") and Cascadia Fiber Networks, Inc. ("Cascadia" or "Target," and together with Northgate, the "Applicants"), respectfully submits this application (the "Application") to the Oregon Public Utility Commission (the "Commission") for approval of a change of control of Cascadia Fiber Networks, Inc
II. Description of the Parties
High
⚑ Non-compete / exclusivity restraint
II. Description of the Parties A. Cascadia Fiber Networks, Inc. (Target). Cascadia Fiber Networks, Inc. is a corporation organized under the laws of the State of Delaware (Delaware File No. 5197843; Employer Identification Number: 45-6128937). Cascadia was founded in 2011 and maintains its principal offices and headquarters at 2750 NW Thurman Street, Suite 400, Portland, Oregon 97210. Oregon is the home state of Casc
III. Description of the Transaction
Standard
⚑ Commercial term
III. Description of the Transaction The Transaction is structured as a forward merger under Section 251 of the Delaware General Corporation Law ("DGCL"). Pursuant to the Agreement and Plan of Merger by and among Northgate Telecommunications PLC, NTP Acquisition Sub, Inc., and Cascadia Fiber Networks, Inc. (the "Merger Agreement"), NTP Acquisition Sub, Inc. will merge with and into Cascadia Fiber Networks, Inc., with
IV. Impact on Oregon Operations and Customers
IV. Impact on Oregon Operations and Customers The Applicants represent and affirm that the proposed change of control will not result in any degradation of service quality, rates, or availability to Cascadia's customers in the State of Oregon. To the contrary, the Transaction is expected to benefit Oregon customers by combining Cascadia's high-quality regional fiber-optic network infrastructure with Northgate's subst
V. Regulatory Approvals and Parallel Filings
V. Regulatory Approvals and Parallel Filings In addition to this Application to the Oregon Public Utility Commission, the Applicants are seeking or will seek the following regulatory approvals and clearances in connection with the Transaction:
1. Hart-Scott-Rodino Act Premerger Notification. Premerger notification filings under the
Standard
⚑ Commercial term
1. Hart-Scott-Rodino Act Premerger Notification. Premerger notification filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), will be submitted by both Northgate and Cascadia to the Federal Trade Commission and the Antitrust Division of the United States Department of Justice. The target filing date for the HSR notification is approximately April 21, 2025. The applicable
2. FCC Transfer of Control Application. An application for consent to the transfer of con
2. FCC Transfer of Control Application. An application for consent to the transfer of control of Cascadia's international Section 214 authorization will be filed with the Federal Communications Commission (the "FCC"). The target filing date for the FCC application is approximately April 28, 2025.
3. CFIUS Voluntary Notice. In light of Northgate's domicile in the United Kingdom, the Ap
3. CFIUS Voluntary Notice. In light of Northgate's domicile in the United Kingdom, the Applicants intend to submit a voluntary notice to the Committee on Foreign Investment in the United States ("CFIUS") pursuant to Section 721 of the Defense Production Act of 1950, as amended. The Applicants have assessed the CFIUS risk associated with the Transaction as low, given the nature of Cascadia's business and the close sec
4. Washington Utilities and Transportation Commission. A parallel application for approva
4. Washington Utilities and Transportation Commission. A parallel application for approval of the change of control will be filed with the Washington Utilities and Transportation Commission ("Washington UTC") in connection with Cascadia's Washington state telecommunications certifications.
5. Idaho Public Utilities Commission. A parallel application for approval of the change o
5. Idaho Public Utilities Commission. A parallel application for approval of the change of control will be filed with the Idaho Public Utilities Commission ("Idaho PUC") in connection with Cascadia's Idaho state PUC certification for telecommunications services.
6. Public Utilities Commission of Nevada. A parallel application for approval of the chan
6. Public Utilities Commission of Nevada. A parallel application for approval of the change of control will be filed with the Public Utilities Commission of Nevada ("Nevada PUC") in connection with Cascadia's Nevada state PUC certification for telecommunications services (serving northern Nevada). The Applicants will promptly advise the Commission of the status of each of the foregoing regulatory proceedings as they
VI. Requested Relief
VI. Requested Relief Based on the foregoing, the Applicants respectfully request that the Oregon Public Utility Commission:
1. Approve the proposed change of control of Cascadia Fiber Networks, Inc. resulting from
1. Approve the proposed change of control of Cascadia Fiber Networks, Inc. resulting from the merger of NTP Acquisition Sub, Inc. with and into Cascadia Fiber Networks, Inc., with Cascadia surviving as a wholly owned subsidiary of Northgate Telecommunications PLC;
2. Grant such approval on an expedited basis, to the extent available under the Commissio
2. Grant such approval on an expedited basis, to the extent available under the Commission's rules and procedures, in light of the Transaction timeline and the outside date of September 30, 2025 (as may be extended to November 29, 2025); and
3. Grant such other and further relief as the Commission deems just, reasonable, and appr
3. Grant such other and further relief as the Commission deems just, reasonable, and appropriate. The Applicants stand ready to provide any supplemental information or documentation that the Commission or its staff may request in connection with the review of this Application. The Applicants are also willing to appear before the Commission for a hearing or informal conference, if the Commission determines that such a
VII. Contact Information for Communications
VII. Contact Information for Communications All communications, correspondence, information requests, and service of process related to this Application should be directed to the following: Acquirer's Counsel: Oliver Mackenzie, Responsible Partner Howard Bellamy, Specialist Partner, Antitrust & Competition Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022 Telephone: [Insert] Email: [Insert
VIII. Exhibits and Attachments
Medium
⚑ Liability cap to check against exposure
VIII. Exhibits and Attachments The following exhibits and attachments are submitted herewith (or, where indicated, will be supplemented following execution of the Merger Agreement): Exhibit A: Executed copy of the Agreement and Plan of Merger by and among Northgate Telecommunications PLC, NTP Acquisition Sub, Inc., and Cascadia Fiber Networks, Inc. [To be attached following execution; target signing date April 7, 202
IX. Signature. The undersigned, duly authorized to act on behalf of the Applicants, hereb
IX. Signature. The undersigned, duly authorized to act on behalf of the Applicants, hereby submits this Application to the Oregon Public Utility Commission and attests that the statements and representations contained herein are true, complete, and accurate to the best of the undersigned's knowledge, information, and belief. Respectfully submitted, CALDERWOOD & HARKNESS LLP By: ________ Name: [Insert authorized signa
I. Introduction and Purpose
I. Introduction and Purpose Calderwood & Harkness LLP, on behalf of Northgate Telecommunications PLC ("Northgate" or "Acquirer") and Cascadia Fiber Networks, Inc. ("Cascadia" or "Target," and together with Northgate, the "Applicants"), respectfully submits this application (the "Application") to the Washington Utilities and Transportation Commission (the "Commission" or "UTC") for approval of a change of control and/
II. Description of the Parties
II. Description of the Parties A. Cascadia Fiber Networks, Inc. (Target). Cascadia Fiber Networks, Inc. is a corporation organized under the laws of the State of Delaware (Delaware File No. 5197843; Employer Identification Number: 45-6128937). Cascadia was founded in 2011 and maintains its principal offices and headquarters at 2750 NW Thurman Street, Suite 400, Portland, Oregon 97210. Cascadia is a regional fiber-opt
III. Description of the Transaction
Standard
⚑ Commercial term
III. Description of the Transaction The Transaction is structured as a forward merger under Section 251 of the Delaware General Corporation Law. Pursuant to the Merger Agreement, NTP Acquisition Sub, Inc. will merge with and into Cascadia Fiber Networks, Inc., with Cascadia surviving as a wholly owned subsidiary of Northgate. The aggregate merger consideration is $750,000,000, payable entirely in cash, implying a per
IV. Impact on Washington Operations and Customers
IV. Impact on Washington Operations and Customers The Applicants represent and affirm that the proposed Transaction will not adversely affect Cascadia's customers in the State of Washington. The change of control will not result in any degradation of service quality, rates, or availability to Washington customers. Financial Capability and Commitment. Northgate possesses the financial resources and operational commitm
V. Regulatory Approvals and Parallel Filings
V. Regulatory Approvals and Parallel Filings In addition to this Application to the Washington Utilities and Transportation Commission, the Applicants are seeking or will seek the following regulatory approvals and clearances:
1. Hart-Scott-Rodino Act Premerger Notification — target filing date approximately April
Standard
⚑ Commercial term
1. Hart-Scott-Rodino Act Premerger Notification — target filing date approximately April 21, 2025 (filing fee: $250,000).
2. FCC Transfer of Control Application — target filing date approximately April 28, 2025.
2. FCC Transfer of Control Application — target filing date approximately April 28, 2025.
3. CFIUS Voluntary Notice — voluntary filing in light of Northgate's UK domicile; low ris
3. CFIUS Voluntary Notice — voluntary filing in light of Northgate's UK domicile; low risk assessment.
4. Oregon Public Utility Commission — parallel application for change of control approval
4. Oregon Public Utility Commission — parallel application for change of control approval.
5. Idaho Public Utilities Commission — parallel application for change of control approva
5. Idaho Public Utilities Commission — parallel application for change of control approval.
6. Public Utilities Commission of Nevada — parallel application for change of control app
6. Public Utilities Commission of Nevada — parallel application for change of control approval. The Applicants will promptly advise the Commission of the status of each of the foregoing regulatory proceedings.
VI. Requested Relief
VI. Requested Relief The Applicants respectfully request that the Washington Utilities and Transportation Commission:
1. Approve the proposed change of control / transfer of control of Cascadia Fiber Network
1. Approve the proposed change of control / transfer of control of Cascadia Fiber Networks, Inc. resulting from the Merger;
2. Grant such approval on an expedited basis consistent with the Transaction timeline and
2. Grant such approval on an expedited basis consistent with the Transaction timeline and the outside date; and
3. Grant such other and further relief as the Commission deems appropriate.
3. Grant such other and further relief as the Commission deems appropriate. The Applicants stand ready to provide supplemental information or appear before the Commission as may be requested.
VII. Contact Information for Communications
VII. Contact Information for Communications All communications and correspondence related to this Application should be directed to: Acquirer's Counsel: Oliver Mackenzie, Responsible Partner Howard Bellamy, Specialist Partner, Antitrust & Competition Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022 Telephone: [Insert] Email: [Insert] Target's Regulatory Counsel: Aaron Whitmore, Regulatory
VIII. Exhibits and Attachments
VIII. Exhibits and Attachments Exhibit A: Executed copy of the Agreement and Plan of Merger. [To be attached following execution; target signing date April 7, 2025] Exhibit B: Cascadia Fiber Networks, Inc.'s current Washington UTC certificate/authorization for the provision of telecommunications services in the State of Washington. [Insert] Exhibit C: Organizational charts depicting the ownership structure of Cascadi
IX. Signature. Respectfully submitted,
IX. Signature. Respectfully submitted, CALDERWOOD & HARKNESS LLP By: ________ Name: [Insert authorized signatory] Title: [Insert title] Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022 Telephone: [Insert] Email: [Insert] Counsel for Northgate Telecommunications PLC and Cascadia Fiber Networks, Inc. FORM C IDAHO PUBLIC UTILITIES COMMISSION APPLICATION FOR APPROVAL OF CHANGE OF CONTROL CALD
I. Introduction and Purpose
I. Introduction and Purpose Calderwood & Harkness LLP, on behalf of Northgate Telecommunications PLC ("Northgate" or "Acquirer") and Cascadia Fiber Networks, Inc. ("Cascadia" or "Target," and together with Northgate, the "Applicants"), respectfully submits this application (the "Application") to the Idaho Public Utilities Commission (the "Commission") for approval of a change of control of Cascadia Fiber Networks, In
II. Description of the Parties
II. Description of the Parties A. Cascadia Fiber Networks, Inc. (Target). Cascadia Fiber Networks, Inc. is a corporation organized under the laws of the State of Delaware (Delaware File No. 5197843; Employer Identification Number: 45-6128937). Cascadia was founded in 2011 and maintains its principal offices and headquarters at 2750 NW Thurman Street, Suite 400, Portland, Oregon 97210. Cascadia is a regional fiber-opt
III. Description of the Transaction
Standard
⚑ Commercial term
III. Description of the Transaction The Transaction is structured as a forward merger under DGCL Section 251. Pursuant to the Merger Agreement, NTP Acquisition Sub, Inc. will merge with and into Cascadia Fiber Networks, Inc., with Cascadia surviving as a wholly owned subsidiary of Northgate. The aggregate merger consideration is $750,000,000 in cash. The implied per-share price is approximately $15.79 based on approx
IV. Impact on Idaho Operations and Customers
IV. Impact on Idaho Operations and Customers The Applicants represent and affirm that the proposed change of control will not result in any adverse impact on Cascadia's customers in the State of Idaho. The Transaction will not result in any degradation of service quality, rates, or service availability to Idaho customers. Financial Resources and Commitment. Northgate possesses the financial resources to maintain and
V. Regulatory Approvals and Parallel Filings
V. Regulatory Approvals and Parallel Filings In addition to this Application to the Idaho Public Utilities Commission, the Applicants are seeking or will seek the following regulatory approvals:
1. Hart-Scott-Rodino Act Premerger Notification — target filing date approximately April
Standard
⚑ Commercial term
1. Hart-Scott-Rodino Act Premerger Notification — target filing date approximately April 21, 2025 (filing fee: $250,000).
2. FCC Transfer of Control Application — target filing date approximately April 28, 2025.
2. FCC Transfer of Control Application — target filing date approximately April 28, 2025.
3. CFIUS Voluntary Notice — voluntary filing; low risk assessment.
3. CFIUS Voluntary Notice — voluntary filing; low risk assessment.
4. Oregon Public Utility Commission — parallel application for change of control approval
4. Oregon Public Utility Commission — parallel application for change of control approval.
5. Washington Utilities and Transportation Commission — parallel application for change o
5. Washington Utilities and Transportation Commission — parallel application for change of control / transfer of control approval.
6. Public Utilities Commission of Nevada — parallel application for change of control app
6. Public Utilities Commission of Nevada — parallel application for change of control approval.
VI. Requested Relief
VI. Requested Relief The Applicants respectfully request that the Idaho Public Utilities Commission:
1. Approve the proposed change of control of Cascadia Fiber Networks, Inc. resulting from
1. Approve the proposed change of control of Cascadia Fiber Networks, Inc. resulting from the Merger;
2. Grant such approval on an expedited basis consistent with the Transaction timeline; an
2. Grant such approval on an expedited basis consistent with the Transaction timeline; and
3. Grant such other and further relief as the Commission deems appropriate.
3. Grant such other and further relief as the Commission deems appropriate. The Applicants stand ready to provide supplemental information or appear before the Commission as may be requested.
VII. Contact Information for Communications
VII. Contact Information for Communications All communications and correspondence related to this Application should be directed to: Acquirer's Counsel: Oliver Mackenzie, Responsible Partner Howard Bellamy, Specialist Partner, Antitrust & Competition Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022 Telephone: [Insert] Email: [Insert] Target's Regulatory Counsel: Aaron Whitmore, Regulatory
VIII. Exhibits and Attachments
Medium
⚑ Liability cap to check against exposure
VIII. Exhibits and Attachments Exhibit A: Executed copy of the Agreement and Plan of Merger. [To be attached following execution; target signing date April 7, 2025] Exhibit B: Cascadia Fiber Networks, Inc.'s current Idaho PUC certificate/authorization for the provision of telecommunications services in the State of Idaho. [Insert] Exhibit C: Organizational charts depicting the ownership structure of Cascadia Fiber Ne