1022-00002 · Northgate Telecommunications PLC · Correspondence

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PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP Attorneys at Law

375 Park Avenue, 40th Floor New York, NY 10152

Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com

January 22, 2024

Via Email and First Class Mail

Annette Galvez, Esq. Broadfield Whitaker LLP 1401 H Street NW, Suite 750 Washington, DC 20005

Re: Coordination on FCC File No. 0010287-EX — Application for Assignment of Authorization (Ridgeline Wireless Holdings LLC to Northgate Wireless Americas Inc.); Calderwood & Harkness Matter No. 1018-00009

Dear Annette,

I. Purpose of This Letter

I am writing to you in my capacity as the Responsible Partner on the Northgate Telecommunications PLC engagement (Calderwood & Harkness Matter No. 1018-00009) to coordinate with Broadfield Whitaker on the current posture of FCC File No. 0010287-EX, the application for consent to assignment of fourteen Meridian Technologies-3 spectrum licenses from Ridgeline Wireless Holdings LLC ("Ridgeline") to Northgate Wireless Americas Inc. ("NWA"), the wholly owned U.S. subsidiary of Northgate Telecommunications PLC ("NTP"). As you are aware, this application has been effectively dormant since approximately February 2023, and we are now approaching a point at which inaction carries increasing regulatory risk.

Our team at Calderwood & Harkness recently completed an internal dormancy status assessment, prepared by Simone Laroche and Jeffrey Park and dated January 15, 2024, evaluating the current state of the application and the underlying transaction. That assessment has sharpened our view that we need to advise the client promptly on strategic options — specifically, whether to seek to maintain the application in its current posture, to take affirmative steps to revive the transaction and prosecution of the application, or to withdraw the application and potentially terminate the underlying Asset Purchase Agreement. Before we finalize our recommendations, however, we need the benefit of Broadfield Whitaker's assessment on several regulatory questions and your current intelligence regarding WTB staff posture.

As you know, our primary client contacts at NTP are Priya Dasgupta, General Counsel, and Thomas Brennan, Senior Vice President, Regulatory Affairs. We anticipate scheduling a strategy presentation with them, and potentially with Claire Matsuda (VP, U.S. Operations at NWA), in the coming weeks. I would like to have Broadfield Whitaker's input fully incorporated into our advisory letter before that presentation takes place.

The purpose of this letter is therefore to lay out, in organized fashion, the current status of the application and the underlying transaction, and to request your assessment and input on several specific questions. I have also enclosed two draft filings we have been holding in reserve for your review and comment.

II. Summary of Current Application Status

For the sake of completeness and to ensure our respective records are aligned, I want to summarize the key application milestones as we understand them:

Filing and Acceptance. On October 14, 2022, Broadfield Whitaker, on behalf of both Ridgeline (as assignor) and NWA (as assignee), filed FCC Form 603 together with a concurrent petition for declaratory ruling under Section 310(b)(4) of the Communications Act, seeking FCC consent to the proposed assignment of fourteen Meridian Technologies-3 (Band 66) spectrum licenses. The licenses in question carry call signs WQAB201 through WQAB214, covering a total of fourteen Economic Areas across five western states. The application was accepted for filing by the Wireless Telecommunications Bureau on October 28, 2022.

Public Notice and Comment Period. A public notice was issued on November 3, 2022, establishing a comment period that closed on December 5, 2022. No petitions to deny were filed during the comment period.

Informal Objection. On November 28, 2022, an informal objection was filed by Great Basin Rural Broadband Cooperative ("Great Basin"), alleging that the proposed assignment raised foreign-ownership concerns under Section 310(b)(4) and that the Section 310(b)(4) petition filed by the applicants was insufficiently detailed regarding NTP's ultimate beneficial ownership structure and the governance rights of certain non-U.K. institutional shareholders. Broadfield Whitaker filed an opposition to the informal objection on December 9, 2022, on behalf of NWA.

WTB Information Request. On January 19, 2023, the Wireless Telecommunications Bureau issued an information request letter directed to the applicants, seeking additional detail regarding NTP's corporate governance structure, the identity and citizenship of shareholders holding more than five percent of NTP's outstanding ordinary shares, and the voting arrangements applicable to NTP's board of directors under U.K. law. The information request also sought clarification of the organizational chart submitted with the original application, specifically regarding two intermediate holding companies incorporated in the Netherlands (Northgate Holdings Europe B.V.) and Ireland (Northgate International Services Ltd.).

Response to Information Request. On February 10, 2023, Broadfield Whitaker, with input from Calderwood & Harkness, filed a comprehensive response to the WTB information request. The response included updated organizational charts, a detailed narrative regarding NTP's shareholder composition, and a supplemental legal memorandum analyzing the application of Section 310(b)(4) to NTP's corporate structure. My colleague Harold Wren provided the analysis of U.K. corporate governance requirements that was incorporated into this response.

Dormancy. No further action has been taken by the FCC since the filing of the response to the WTB information request on February 10, 2023. The application has now been dormant for approximately eleven months.

In addition, I want to note two related pending matters. First, the Section 310(b)(4) petition seeking approval for up to one hundred percent indirect foreign ownership of NWA by NTP, a company organized under the laws of England and Wales, remains pending and unresolved. No declaratory ruling has been issued. Second, the review by the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Market (the "Committee"), established under Executive Order 13913, remains open. As of the last communication we received on this subject — a December 2022 letter from the Department of Justice, National Security Division — no adverse findings had been communicated and the Committee had not identified any national security or law enforcement concerns warranting conditions on the license assignment. However, formal clearance by the Committee has not been issued, and we have received no further correspondence regarding this review.

III. Underlying Transaction Status and Purchase Price Dispute

The regulatory dormancy described above is, of course, a direct consequence of the stalled state of the underlying commercial transaction. For the benefit of your analysis, let me briefly recap the current status of the Asset Purchase Agreement:

The Asset Purchase Agreement ("APA") between Ridgeline (as seller) and NWA (as buyer) was executed on September 22, 2022. Section 3.1 of the APA establishes a fixed purchase price of One Hundred Twenty-Six Million Five Hundred Thousand Dollars ($126,500,000), with no purchase price adjustment mechanism, earn-out, or contingent payment obligation. The purchase price was negotiated on the basis of a per-MHz-POP valuation applied to the aggregate spectrum holdings covered by the fourteen licenses.

On December 14, 2022, Ridgeline — through its outside counsel, Hargrove, Sato & Caldwell LLP — communicated a demand for an upward purchase price adjustment of Fourteen Million Two Hundred Thousand Dollars ($14,200,000), which would have brought the total purchase price to One Hundred Forty Million Seven Hundred Thousand Dollars ($140,700,000). Ridgeline asserted that this adjustment was warranted by an alleged competing bid it had received for the two California licenses (EA Nos. 155 and 159, corresponding to call signs WQAB207 and WQAB208). Ridgeline did not identify the alleged competing bidder, nor did it provide documentation of the competing bid.

NWA, on the advice of Calderwood & Harkness, rejected the price adjustment demand on December 19, 2022, taking the position that Section 3.1 of the APA establishes a fixed price that is not subject to unilateral adjustment and that no provision of the APA authorizes or contemplates a price reopener based on subsequent market conditions or competing offers. Since that date, the transaction has been in a state of effective standstill.

The original Long-Stop Date for closing was March 15, 2023, as defined in Section 8.1(b) of the APA. On April 22, 2023, the parties entered into an Extension Agreement extending the Long-Stop Date to September 30, 2023. That extended Long-Stop Date passed without closing. Critically, neither party has issued a formal notice of termination under Section 8.1(b) of the APA, and the APA therefore remains, at least nominally, in effect — although the consequences of the lapsed Long-Stop Date are a subject of ongoing analysis by our corporate team.

The last substantive communication between the parties' respective counsel was a letter from Kevin Sato at Hargrove, Sato & Caldwell LLP to Calderwood & Harkness, dated November 8, 2023. That letter did not propose a resolution of the purchase price dispute but rather reiterated Ridgeline's position that the price adjustment demand was commercially reasonable and that NWA's refusal to negotiate in good faith constituted a breach of Section 5.3 of the APA (the covenant to use commercially reasonable efforts to obtain regulatory approvals). We have not responded to that letter pending our strategic review.

The earnest money deposit of Four Million Five Hundred Thousand Dollars ($4,500,000) remains held in escrow by Meridian National Bank, N.A. pursuant to the Escrow Agreement dated September 22, 2022. Neither party has made a claim on the deposit.

As you can see, the dormant state of the transaction is the direct and proximate cause of the dormant state of the FCC application. Any strategy we recommend to the client on the regulatory side must be coordinated with the parallel commercial and transactional strategy, and vice versa.

IV. Request for Broadfield Whitaker's Assessment of WTB Staff Posture

This brings me to the first of several specific requests for Broadfield Whitaker's input.

As you may recall, Calderwood & Harkness understands informally — based on a conversation Harold Wren had with your colleague Daniel Fong in approximately August 2023 — that WTB staff may have indicated that the application could be subject to dismissal for failure to prosecute if the underlying transaction was not reactivated by approximately the fourth quarter of 2023. That notional deadline has now passed without any affirmative steps having been taken by either party.

I would appreciate it if you and Daniel could provide your current assessment of the following questions:

1. Further Informal signals. Have WTB staff communicated any further informal signals since August 2023 regarding potential dismissal of the application? Has there been any written or verbal communication from the Bureau — whether to Broadfield Whitaker directly or through other channels — suggesting that dismissal is imminent or under active consideration?

2. Likelihood and Timing of Sua Sponte Dismissal. In your judgment, what is the likelihood that the WTB will issue a sua sponte dismissal order, and what is the likely timeframe for such action? Should we expect a show-cause letter or warning before any such dismissal, or could the Bureau dismiss the application without prior notice?

3. FCC Precedent on Extended Dormancy. Are you aware of FCC precedent — whether in formal orders, letter rulings, or informal staff guidance — supporting the maintenance of assignment applications in extended dormancy where the underlying transaction is paused due to a commercial dispute between the parties? We are particularly interested in any precedent involving dormancy periods of six months or longer.

4. Procedural Mechanisms to Forestall Dismissal. What procedural mechanisms are available under FCC rules to forestall dismissal? For example, would the filing of a status update letter or a formal request for extension of time be effective in extending the life of the application? Would the Bureau be receptive to such filings, or could they have the unintended effect of prompting action?

In addition, I would ask that Broadfield Whitaker, to the extent appropriate and consistent with professional obligations, reach out informally to your WTB staff contacts to gauge the Bureau's current posture regarding this application. I want to emphasize that any such outreach should be conducted on a non-committal basis — that is, without committing NWA or NTP to any particular course of action, and without disclosing confidential details of the purchase price dispute or internal client deliberations. The goal is simply to obtain a current read on whether the Bureau is actively considering dismissal, and if so, what steps might be taken to prevent or delay such action.

V. Discussion of Draft Letter to FCC (Status Update / Extension Request)

As you know, we have been holding in reserve a draft letter to the FCC that would be filed in the record of File No. 0010287-EX. I am enclosing a copy of the current draft for your review (Enclosure 1). The letter, which has not yet been filed, requests that the application be maintained on the pending docket and not dismissed for failure to prosecute. In its current form, the draft letter describes the status of the underlying transaction in general terms — noting that the parties are in ongoing negotiations regarding certain commercial terms — and requests additional time for the parties to resolve their differences and proceed to closing.

I would value your views on the following questions regarding this draft:

1. Advisability of Filing. Is it advisable to file this letter at the present time? There is a legitimate concern that filing a status update could draw the Bureau's attention to the dormancy of the application and effectively invite action that might not otherwise be taken. On the other hand, the alternative — continued silence — carries the risk that the Bureau will dismiss the application without warning. I would like your judgment on which risk is greater.

2. Level of Detail Regarding Commercial Dispute. Should the letter be revised to provide more or less detail about the nature of the commercial dispute between NWA and Ridgeline? The current draft describes the situation as "ongoing negotiations regarding certain commercial terms." We could provide more specificity (e.g., identifying the price adjustment demand) if you believe that additional context would make the Bureau more sympathetic. Alternatively, we could further reduce the level of detail if you believe that disclosure of the dispute could create complications — for example, by raising questions about whether the transaction is genuinely likely to close.

3. Optimal Timing for Submission. If we decide that filing the letter is advisable, what is the optimal timing? Should we file proactively now — in late January or early February 2024 — or should we wait for a WTB inquiry or show-cause letter and file the letter in response? A proactive filing may demonstrate good faith and diligence; a reactive filing may avoid the risk of prompting action prematurely.

4. Reference to Section 310(b)(4) Petition and Executive Order 13913 Review. Should the letter reference the still-pending Section 310(b)(4) petition and the ongoing Executive Order 13913 review? On one hand, noting that these review processes are still pending could provide an additional rationale for the delay that is independent of the commercial dispute. On the other hand, it could raise questions about why those reviews have not been completed, or could inadvertently suggest that there are unresolved national security concerns.

I would appreciate your marked-up revisions to the draft letter, along with any additional comments, so that we can prepare a filing-ready version in the event we decide to proceed.

VI. Discussion of Draft Joint Stipulation for Abeyance

In addition to the unilateral status update letter, we have also prepared — in draft form only — a joint stipulation that could be filed by counsel for both parties to the transaction, requesting that the FCC hold the application in abeyance pending resolution of the commercial dispute. I am enclosing a copy of this draft stipulation for your review (Enclosure 2).

As currently drafted, the stipulation would be filed jointly by Broadfield Whitaker and Calderwood & Harkness on behalf of NWA, and by Hargrove, Sato & Caldwell LLP on behalf of Ridgeline. The stipulation would represent to the Commission that both parties remain committed to the transaction and that the delay in closing is attributable to a limited commercial dispute that the parties expect to resolve, and would request that the Commission hold the application in abeyance for a period of one hundred twenty days, with provision for one extension upon a showing of good cause.

I must note at the outset that this approach requires Ridgeline's cooperation, which has not been secured. Kevin Sato at Hargrove, Sato & Caldwell has not yet been approached regarding the stipulation, and based on the tenor of Ridgeline's most recent correspondence (the November 8, 2023 letter referenced above), there is no guarantee that Ridgeline would be willing to participate.

I would appreciate your views on the following:

1. Relative Effectiveness. Would a joint stipulation be more effective than a unilateral status update letter in preventing dismissal? In your experience, does the WTB give greater weight to a joint representation by both parties that the transaction remains viable?

2. FCC Rules and Precedent. Do FCC rules and precedent support the granting of abeyance in these circumstances — specifically, where the delay is attributable to a commercial dispute between private parties, rather than to a regulatory proceeding or government review? Are you aware of any instances in which the Commission has granted such a request?

3. Coordination with Opposing Counsel. Should Calderwood & Harkness initiate contact with Hargrove, Sato & Caldwell to explore Ridgeline's willingness to join the stipulation, or would it be more appropriate for Broadfield Whitaker to lead that coordination at the regulatory-counsel level? That is, would it be more effective for you to reach out directly to Kevin Sato (who, as I understand it, handles Ridgeline's FCC regulatory matters as well as its transactional work) to discuss the stipulation as a regulatory matter, rather than having the conversation take place through the transactional counsel channel where the purchase price dispute has created an adversarial dynamic?

4. Risks if Ridgeline Declines. If Ridgeline declines to participate in the joint stipulation, would a unilateral request for abeyance by the assignee alone be effective? Or would a unilateral filing be viewed unfavorably by the Bureau, potentially accelerating dismissal rather than preventing it? If the Bureau were to view a unilateral request as evidence that the transaction is unlikely to close, we could be worse off than we would be with continued silence.

I recognize that many of these questions involve matters of judgment on which reasonable minds may differ. I am not looking for definitive answers at this stage, but rather for Broadfield Whitaker's best assessment based on your experience with the WTB and your knowledge of comparable proceedings.

VII. Additional Regulatory Considerations

Beyond the immediate question of application maintenance, there are several additional regulatory considerations that I would like to flag for your attention and on which I request your analysis.

Buildout Compliance Risk. Our review of the license records indicates that three of the fourteen licenses — specifically, WQAB212, WQAB213, and WQAB214, which cover three Economic Areas in southern Oregon — have not met their interim construction benchmarks. The interim buildout deadline for these licenses, based on the terms of the original license grants, is approaching in March 2025. The remaining eleven licenses have met their interim construction benchmarks.

This presents a two-pronged risk. If the application remains dormant and the underlying deal eventually closes, NWA will inherit the buildout obligations on these three licenses with limited time — potentially as little as twelve to fourteen months from closing, depending on when the transaction is consummated — to achieve compliance with the interim benchmarks. Given the capital expenditure and network planning required to deploy Meridian Technologies-3 spectrum in the southern Oregon EAs, this is a material operational concern. Alternatively, if the application is withdrawn and the deal terminated, the buildout risk remains Ridgeline's responsibility — but the strategic value of these licenses to NTP may diminish significantly if Ridgeline fails to meet the benchmarks and the licenses are subject to enforcement action or potential forfeiture.

I would like Broadfield Whitaker's assessment of the buildout compliance timeline and the practical implications for both scenarios.

Anti-Trafficking / Unjust Enrichment. I would also ask that Broadfield Whitaker confirm whether any of the fourteen licenses trigger an unjust enrichment analysis under 47 C.F.R. § 1.2111. Specifically, I am interested in whether the extended dormancy period — now approaching eighteen months from the initial filing — could be factored into any unjust enrichment calculation in the event the transaction proceeds to closing, or in the event that Ridgeline subsequently seeks to assign the licenses to a different party. We want to ensure that neither the current delay nor any eventual resolution creates an unintended unjust enrichment exposure for our client.

Great Basin Rural Broadband Cooperative Informal Objection. Please confirm whether the FCC has taken any action on the informal objection filed by Great Basin Rural Broadband Cooperative since Broadfield Whitaker filed the opposition on December 9, 2022. Has the Bureau issued any order disposing of the objection, requested additional information from Great Basin, or taken any other action? In the context of potential application reactivation, I want to understand whether the Great Basin objection remains a live issue that could present an obstacle to approval, or whether it is effectively moot.

National Security Review. Finally, I would appreciate any updated intelligence Broadfield Whitaker may have regarding the status of the Committee for the Assessment of Foreign Participation review. We have not received any communication from the Committee or the Department of Justice since December 2022. Is this silence typical for reviews of this nature, or does it suggest that the review has been deprioritized in light of the transaction's dormancy? If we were to take steps to reactivate the application, should we expect the Committee review process to resume, and if so, what timeline should we anticipate?

VIII. Billing and Fee Status

I want to briefly address billing and fee matters. As you know, under the co-counsel retention arrangement governing Broadfield Whitaker's engagement on this matter, Broadfield Whitaker's professional fees and disbursements are passed through to NTP as a client-reimbursable cost, invoiced through Calderwood & Harkness. Our records indicate that Broadfield Whitaker's total fees billed to date on this engagement are Three Hundred Eighteen Thousand Seven Hundred Fifty Dollars ($318,750.00).

I would appreciate it if you could provide the following at your convenience:

1. A summary of any outstanding work-in-progress or unbilled time related to the FCC application, including any time incurred in connection with the preparation of the draft filings enclosed herewith or any informal communications with WTB staff that may not yet have been invoiced.

2. Confirmation of whether any Broadfield Whitaker invoices remain unpaid by NTP. I note that Calderwood & Harkness's own records reflect outstanding accounts receivable of One Hundred Twelve Thousand Six Hundred Dollars ($112,600.00) for our October through December 2023 invoices, and I am concerned that there may be corresponding payment delays affecting Broadfield Whitaker's invoices as well. If so, I will raise this issue directly with Priya Dasgupta's office.

3. An estimate of anticipated fees for the next phase of work, depending on which strategic path the client elects to pursue. It would be helpful to have a rough range for each of the three primary scenarios: (a) maintaining the application in its current dormant status with limited monitoring activity; (b) actively reviving the application and the underlying transaction, including any necessary supplemental filings, updated responses to the WTB information request, and coordination with the Committee review process; and (c) withdrawing the application and winding down the FCC proceeding.

For your reference, Calderwood & Harkness's Phase 1 fee cap for FCC regulatory work on this engagement is One Million Two Hundred Fifty Thousand Dollars ($1,250,000.00), against which Eight Hundred Forty-Seven Thousand Three Hundred Twenty Dollars ($847,320.00) has been billed through January 2024. This leaves approximately Four Hundred Two Thousand Six Hundred Eighty Dollars ($402,680.00) remaining under the cap. As you know, Broadfield Whitaker's fees are in addition to this cap and are treated as pass-through costs.

IX. Proposed Next Steps and Timeline

In terms of next steps, Calderwood & Harkness intends to schedule a call with the client in the near term — ideally within the next three to four weeks — to present strategic options and a recommended course of action. Participants on the client side would include Priya Dasgupta and Thomas Brennan, and potentially Claire Matsuda, VP of U.S. Operations at NWA, who has been increasingly involved in the operational planning for the Meridian Technologies-3 spectrum deployment.

To support that timeline, I would ask that Broadfield Whitaker provide its assessment and input on the questions raised in this letter within the next two weeks — that is, by approximately February 5, 2024. This will allow us to incorporate Broadfield Whitaker's analysis into the client advisory letter that Simone Laroche and I are currently drafting.

In advance of the client presentation, I would also like to propose a coordination call among counsel to align on recommendations. I suggest the following participants:

• Sylvia Hartwell (Calderwood & Harkness, New York)

• Harold Wren, Of Counsel, Communications & Regulatory Practice Group (Calderwood & Harkness, Washington, D.C., 1875 K Street NW, Suite 600)

• Annette Galvez (Broadfield Whitaker)

• Daniel Fong (Broadfield Whitaker)

I would propose scheduling this call for the week of February 5, 2024, after we have had the benefit of your written assessment. Please have your assistant coordinate with mine — Amanda Torres at (212) 554-7042 — to identify a mutually convenient time.

I want to emphasize the time-sensitivity of this matter. The informal WTB dismissal window that Daniel communicated to Harold in August 2023 — approximately Q4 2023 — has now passed. Each additional week of inactivity increases the risk that the Bureau will take action on its own initiative. While it is possible that the Bureau's own resource constraints and competing priorities will continue to delay any such action, we cannot rely on that assumption, and I believe our client would be poorly served if we allowed the application to be dismissed for failure to prosecute through simple inattention.

X. Closing

Annette, I want to express my appreciation — and the appreciation of the entire Calderwood & Harkness team — for Broadfield Whitaker's continued expertise and responsiveness on this engagement. The regulatory complexities of this transaction, including the Section 310(b)(4) petition and the Executive Order 13913 review, have been substantial, and your team's command of the FCC regulatory landscape has been invaluable to our client.

I would ask that you or Daniel contact me or Harold Wren at your earliest convenience to schedule the coordination call referenced above. My direct contact information is below, and Harold can be reached at (202) 883-4510 or hwren@calderwoodharkness.com.

I look forward to hearing from you and to working together toward a resolution that best serves our client's interests.

Very truly yours,

CALDERWOOD & HARKNESS LLP

________________________________________

Sylvia Hartwell Partner Calderwood & Harkness LLP 375 Park Avenue, 40th Floor New York, NY 10152 Direct: (212) 554-7138

Email: shartwell@calderwoodharkness.com

cc: Harold Wren, Of Counsel, Calderwood & Harkness LLP (Washington, D.C.) Leonard Cross, Partner, Calderwood & Harkness LLP Simone Laroche, Associate, Calderwood & Harkness LLP Daniel Fong, Senior Associate, Broadfield Whitaker LLP

Enclosures:

(1) Draft Letter to FCC — Request for Extension of Time / Status Update (not filed) (2) Draft Stipulation — Joint Request to Hold FCC Application in Abeyance (not filed)

PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP Attorneys at Law
375 Park Avenue, 40th Floor New York, NY 10152
Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com
January 22, 2024
Via Email and First Class Mail
Annette Galvez, Esq. Broadfield Whitaker LLP 1401 H Street NW, Suite 750 Washington, DC 20005
Re: Coordination on FCC File No. 0010287-EX — Application for Assignment of Authorization (Ridgeline Wireless Holdings LLC to Northgate Wireless Americas Inc.); Calderwood & Harkness Matter No. 1018-00009
Dear Annette,
I. Purpose of This Letter
I am writing to you in my capacity as the Responsible Partner on the Northgate Telecommunications PLC engagement (Calderwood & Harkness Matter No. 1018-00009) to coordinate with Broadfield Whitaker on the current posture of FCC File No. 0010287-EX, the application for consent to assignment of fourteen Meridian Technologies-3 spectrum licenses from Ridgeline Wireless Holdings LLC ("Ridgeline") to Northgate Wireless Americas Inc. ("NWA"), the wholly owned U.S. subsidiary of Northgate Telecommunications PLC ("NTP"). As you are aware, this application has been effectively dormant since approximately February 2023, and we are now approaching a point at which inaction carries increasing regulatory risk.
Our team at Calderwood & Harkness recently completed an internal dormancy status assessment, prepared by Simone Laroche and Jeffrey Park and dated January 15, 2024, evaluating the current state of the application and the underlying transaction. That assessment has sharpened our view that we need to advise the client promptly on strategic options — specifically, whether to seek to maintain the application in its current posture, to take affirmative steps to revive the transaction and prosecution of the application, or to withdraw the application and potentially terminate the underlying Asset Purchase Agreement. Before we finalize our recommendations, however, we need the benefit of Broadfield Whitaker's assessment on several regulatory questions and your current intelligence regarding WTB staff posture.
As you know, our primary client contacts at NTP are Priya Dasgupta, General Counsel, and Thomas Brennan, Senior Vice President, Regulatory Affairs. We anticipate scheduling a strategy presentation with them, and potentially with Claire Matsuda (VP, U.S. Operations at NWA), in the coming weeks. I would like to have Broadfield Whitaker's input fully incorporated into our advisory letter before that presentation takes place.
The purpose of this letter is therefore to lay out, in organized fashion, the current status of the application and the underlying transaction, and to request your assessment and input on several specific questions. I have also enclosed two draft filings we have been holding in reserve for your review and comment.
II. Summary of Current Application Status
For the sake of completeness and to ensure our respective records are aligned, I want to summarize the key application milestones as we understand them:
Filing and Acceptance. On October 14, 2022, Broadfield Whitaker, on behalf of both Ridgeline (as assignor) and NWA (as assignee), filed FCC Form 603 together with a concurrent petition for declaratory ruling under Section 310(b)(4) of the Communications Act, seeking FCC consent to the proposed assignment of fourteen Meridian Technologies-3 (Band 66) spectrum licenses. The licenses in question carry call signs WQAB201 through WQAB214, covering a total of fourteen Economic Areas across five western states. The application was accepted for filing by the Wireless Telecommunications Bureau on October 28, 2022.
Public Notice and Comment Period. A public notice was issued on November 3, 2022, establishing a comment period that closed on December 5, 2022. No petitions to deny were filed during the comment period.
Informal Objection. On November 28, 2022, an informal objection was filed by Great Basin Rural Broadband Cooperative ("Great Basin"), alleging that the proposed assignment raised foreign-ownership concerns under Section 310(b)(4) and that the Section 310(b)(4) petition filed by the applicants was insufficiently detailed regarding NTP's ultimate beneficial ownership structure and the governance rights of certain non-U.K. institutional shareholders. Broadfield Whitaker filed an opposition to the informal objection on December 9, 2022, on behalf of NWA.
WTB Information Request. On January 19, 2023, the Wireless Telecommunications Bureau issued an information request letter directed to the applicants, seeking additional detail regarding NTP's corporate governance structure, the identity and citizenship of shareholders holding more than five percent of NTP's outstanding ordinary shares, and the voting arrangements applicable to NTP's board of directors under U.K. law. The information request also sought clarification of the organizational chart submitted with the original application, specifically regarding two intermediate holding companies incorporated in the Netherlands (Northgate Holdings Europe B.V.) and Ireland (Northgate International Services Ltd.).
Response to Information Request. On February 10, 2023, Broadfield Whitaker, with input from Calderwood & Harkness, filed a comprehensive response to the WTB information request. The response included updated organizational charts, a detailed narrative regarding NTP's shareholder composition, and a supplemental legal memorandum analyzing the application of Section 310(b)(4) to NTP's corporate structure. My colleague Harold Wren provided the analysis of U.K. corporate governance requirements that was incorporated into this response.
Dormancy. No further action has been taken by the FCC since the filing of the response to the WTB information request on February 10, 2023. The application has now been dormant for approximately eleven months.
In addition, I want to note two related pending matters. First, the Section 310(b)(4) petition seeking approval for up to one hundred percent indirect foreign ownership of NWA by NTP, a company organized under the laws of England and Wales, remains pending and unresolved. No declaratory ruling has been issued. Second, the review by the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Market (the "Committee"), established under Executive Order 13913, remains open. As of the last communication we received on this subject — a December 2022 letter from the Department of Justice, National Security Division — no adverse findings had been communicated and the Committee had not identified any national security or law enforcement concerns warranting conditions on the license assignment. However, formal clearance by the Committee has not been issued, and we have received no further correspondence regarding this review.
III. Underlying Transaction Status and Purchase Price Dispute
The regulatory dormancy described above is, of course, a direct consequence of the stalled state of the underlying commercial transaction. For the benefit of your analysis, let me briefly recap the current status of the Asset Purchase Agreement:
The Asset Purchase Agreement ("APA") between Ridgeline (as seller) and NWA (as buyer) was executed on September 22, 2022. Section 3.1 of the APA establishes a fixed purchase price of One Hundred Twenty-Six Million Five Hundred Thousand Dollars ($126,500,000), with no purchase price adjustment mechanism, earn-out, or contingent payment obligation. The purchase price was negotiated on the basis of a per-MHz-POP valuation applied to the aggregate spectrum holdings covered by the fourteen licenses.
On December 14, 2022, Ridgeline — through its outside counsel, Hargrove, Sato & Caldwell LLP — communicated a demand for an upward purchase price adjustment of Fourteen Million Two Hundred Thousand Dollars ($14,200,000), which would have brought the total purchase price to One Hundred Forty Million Seven Hundred Thousand Dollars ($140,700,000). Ridgeline asserted that this adjustment was warranted by an alleged competing bid it had received for the two California licenses (EA Nos. 155 and 159, corresponding to call signs WQAB207 and WQAB208). Ridgeline did not identify the alleged competing bidder, nor did it provide documentation of the competing bid.
NWA, on the advice of Calderwood & Harkness, rejected the price adjustment demand on December 19, 2022, taking the position that Section 3.1 of the APA establishes a fixed price that is not subject to unilateral adjustment and that no provision of the APA authorizes or contemplates a price reopener based on subsequent market conditions or competing offers. Since that date, the transaction has been in a state of effective standstill.
The original Long-Stop Date for closing was March 15, 2023, as defined in Section 8.1(b) of the APA. On April 22, 2023, the parties entered into an Extension Agreement extending the Long-Stop Date to September 30, 2023. That extended Long-Stop Date passed without closing. Critically, neither party has issued a formal notice of termination under Section 8.1(b) of the APA, and the APA therefore remains, at least nominally, in effect — although the consequences of the lapsed Long-Stop Date are a subject of ongoing analysis by our corporate team.
The last substantive communication between the parties' respective counsel was a letter from Kevin Sato at Hargrove, Sato & Caldwell LLP to Calderwood & Harkness, dated November 8, 2023. That letter did not propose a resolution of the purchase price dispute but rather reiterated Ridgeline's position that the price adjustment demand was commercially reasonable and that NWA's refusal to negotiate in good faith constituted a breach of Section 5.3 of the APA (the covenant to use commercially reasonable efforts to obtain regulatory approvals). We have not responded to that letter pending our strategic review.
The earnest money deposit of Four Million Five Hundred Thousand Dollars ($4,500,000) remains held in escrow by Meridian National Bank, N.A. pursuant to the Escrow Agreement dated September 22, 2022. Neither party has made a claim on the deposit.
As you can see, the dormant state of the transaction is the direct and proximate cause of the dormant state of the FCC application. Any strategy we recommend to the client on the regulatory side must be coordinated with the parallel commercial and transactional strategy, and vice versa.
IV. Request for Broadfield Whitaker's Assessment of WTB Staff Posture
This brings me to the first of several specific requests for Broadfield Whitaker's input.
As you may recall, Calderwood & Harkness understands informally — based on a conversation Harold Wren had with your colleague Daniel Fong in approximately August 2023 — that WTB staff may have indicated that the application could be subject to dismissal for failure to prosecute if the underlying transaction was not reactivated by approximately the fourth quarter of 2023. That notional deadline has now passed without any affirmative steps having been taken by either party.
I would appreciate it if you and Daniel could provide your current assessment of the following questions:
1. Further Informal signals. Have WTB staff communicated any further informal signals since August 2023 regarding potential dismissal of the application? Has there been any written or verbal communication from the Bureau — whether to Broadfield Whitaker directly or through other channels — suggesting that dismissal is imminent or under active consideration?
2. Likelihood and Timing of Sua Sponte Dismissal. In your judgment, what is the likelihood that the WTB will issue a sua sponte dismissal order, and what is the likely timeframe for such action? Should we expect a show-cause letter or warning before any such dismissal, or could the Bureau dismiss the application without prior notice?
3. FCC Precedent on Extended Dormancy. Are you aware of FCC precedent — whether in formal orders, letter rulings, or informal staff guidance — supporting the maintenance of assignment applications in extended dormancy where the underlying transaction is paused due to a commercial dispute between the parties? We are particularly interested in any precedent involving dormancy periods of six months or longer.
4. Procedural Mechanisms to Forestall Dismissal. What procedural mechanisms are available under FCC rules to forestall dismissal? For example, would the filing of a status update letter or a formal request for extension of time be effective in extending the life of the application? Would the Bureau be receptive to such filings, or could they have the unintended effect of prompting action?
In addition, I would ask that Broadfield Whitaker, to the extent appropriate and consistent with professional obligations, reach out informally to your WTB staff contacts to gauge the Bureau's current posture regarding this application. I want to emphasize that any such outreach should be conducted on a non-committal basis — that is, without committing NWA or NTP to any particular course of action, and without disclosing confidential details of the purchase price dispute or internal client deliberations. The goal is simply to obtain a current read on whether the Bureau is actively considering dismissal, and if so, what steps might be taken to prevent or delay such action.
V. Discussion of Draft Letter to FCC (Status Update / Extension Request)
As you know, we have been holding in reserve a draft letter to the FCC that would be filed in the record of File No. 0010287-EX. I am enclosing a copy of the current draft for your review (Enclosure 1). The letter, which has not yet been filed, requests that the application be maintained on the pending docket and not dismissed for failure to prosecute. In its current form, the draft letter describes the status of the underlying transaction in general terms — noting that the parties are in ongoing negotiations regarding certain commercial terms — and requests additional time for the parties to resolve their differences and proceed to closing.
I would value your views on the following questions regarding this draft:
1. Advisability of Filing. Is it advisable to file this letter at the present time? There is a legitimate concern that filing a status update could draw the Bureau's attention to the dormancy of the application and effectively invite action that might not otherwise be taken. On the other hand, the alternative — continued silence — carries the risk that the Bureau will dismiss the application without warning. I would like your judgment on which risk is greater.
2. Level of Detail Regarding Commercial Dispute. Should the letter be revised to provide more or less detail about the nature of the commercial dispute between NWA and Ridgeline? The current draft describes the situation as "ongoing negotiations regarding certain commercial terms." We could provide more specificity (e.g., identifying the price adjustment demand) if you believe that additional context would make the Bureau more sympathetic. Alternatively, we could further reduce the level of detail if you believe that disclosure of the dispute could create complications — for example, by raising questions about whether the transaction is genuinely likely to close.
3. Optimal Timing for Submission. If we decide that filing the letter is advisable, what is the optimal timing? Should we file proactively now — in late January or early February 2024 — or should we wait for a WTB inquiry or show-cause letter and file the letter in response? A proactive filing may demonstrate good faith and diligence; a reactive filing may avoid the risk of prompting action prematurely.
4. Reference to Section 310(b)(4) Petition and Executive Order 13913 Review. Should the letter reference the still-pending Section 310(b)(4) petition and the ongoing Executive Order 13913 review? On one hand, noting that these review processes are still pending could provide an additional rationale for the delay that is independent of the commercial dispute. On the other hand, it could raise questions about why those reviews have not been completed, or could inadvertently suggest that there are unresolved national security concerns.
I would appreciate your marked-up revisions to the draft letter, along with any additional comments, so that we can prepare a filing-ready version in the event we decide to proceed.
VI. Discussion of Draft Joint Stipulation for Abeyance
In addition to the unilateral status update letter, we have also prepared — in draft form only — a joint stipulation that could be filed by counsel for both parties to the transaction, requesting that the FCC hold the application in abeyance pending resolution of the commercial dispute. I am enclosing a copy of this draft stipulation for your review (Enclosure 2).
As currently drafted, the stipulation would be filed jointly by Broadfield Whitaker and Calderwood & Harkness on behalf of NWA, and by Hargrove, Sato & Caldwell LLP on behalf of Ridgeline. The stipulation would represent to the Commission that both parties remain committed to the transaction and that the delay in closing is attributable to a limited commercial dispute that the parties expect to resolve, and would request that the Commission hold the application in abeyance for a period of one hundred twenty days, with provision for one extension upon a showing of good cause.
I must note at the outset that this approach requires Ridgeline's cooperation, which has not been secured. Kevin Sato at Hargrove, Sato & Caldwell has not yet been approached regarding the stipulation, and based on the tenor of Ridgeline's most recent correspondence (the November 8, 2023 letter referenced above), there is no guarantee that Ridgeline would be willing to participate.
I would appreciate your views on the following:
1. Relative Effectiveness. Would a joint stipulation be more effective than a unilateral status update letter in preventing dismissal? In your experience, does the WTB give greater weight to a joint representation by both parties that the transaction remains viable?
2. FCC Rules and Precedent. Do FCC rules and precedent support the granting of abeyance in these circumstances — specifically, where the delay is attributable to a commercial dispute between private parties, rather than to a regulatory proceeding or government review? Are you aware of any instances in which the Commission has granted such a request?
3. Coordination with Opposing Counsel. Should Calderwood & Harkness initiate contact with Hargrove, Sato & Caldwell to explore Ridgeline's willingness to join the stipulation, or would it be more appropriate for Broadfield Whitaker to lead that coordination at the regulatory-counsel level? That is, would it be more effective for you to reach out directly to Kevin Sato (who, as I understand it, handles Ridgeline's FCC regulatory matters as well as its transactional work) to discuss the stipulation as a regulatory matter, rather than having the conversation take place through the transactional counsel channel where the purchase price dispute has created an adversarial dynamic?
4. Risks if Ridgeline Declines. If Ridgeline declines to participate in the joint stipulation, would a unilateral request for abeyance by the assignee alone be effective? Or would a unilateral filing be viewed unfavorably by the Bureau, potentially accelerating dismissal rather than preventing it? If the Bureau were to view a unilateral request as evidence that the transaction is unlikely to close, we could be worse off than we would be with continued silence.
I recognize that many of these questions involve matters of judgment on which reasonable minds may differ. I am not looking for definitive answers at this stage, but rather for Broadfield Whitaker's best assessment based on your experience with the WTB and your knowledge of comparable proceedings.
VII. Additional Regulatory Considerations
Beyond the immediate question of application maintenance, there are several additional regulatory considerations that I would like to flag for your attention and on which I request your analysis.
Buildout Compliance Risk. Our review of the license records indicates that three of the fourteen licenses — specifically, WQAB212, WQAB213, and WQAB214, which cover three Economic Areas in southern Oregon — have not met their interim construction benchmarks. The interim buildout deadline for these licenses, based on the terms of the original license grants, is approaching in March 2025. The remaining eleven licenses have met their interim construction benchmarks.
This presents a two-pronged risk. If the application remains dormant and the underlying deal eventually closes, NWA will inherit the buildout obligations on these three licenses with limited time — potentially as little as twelve to fourteen months from closing, depending on when the transaction is consummated — to achieve compliance with the interim benchmarks. Given the capital expenditure and network planning required to deploy Meridian Technologies-3 spectrum in the southern Oregon EAs, this is a material operational concern. Alternatively, if the application is withdrawn and the deal terminated, the buildout risk remains Ridgeline's responsibility — but the strategic value of these licenses to NTP may diminish significantly if Ridgeline fails to meet the benchmarks and the licenses are subject to enforcement action or potential forfeiture.
I would like Broadfield Whitaker's assessment of the buildout compliance timeline and the practical implications for both scenarios.
Anti-Trafficking / Unjust Enrichment. I would also ask that Broadfield Whitaker confirm whether any of the fourteen licenses trigger an unjust enrichment analysis under 47 C.F.R. § 1.2111. Specifically, I am interested in whether the extended dormancy period — now approaching eighteen months from the initial filing — could be factored into any unjust enrichment calculation in the event the transaction proceeds to closing, or in the event that Ridgeline subsequently seeks to assign the licenses to a different party. We want to ensure that neither the current delay nor any eventual resolution creates an unintended unjust enrichment exposure for our client.
Great Basin Rural Broadband Cooperative Informal Objection. Please confirm whether the FCC has taken any action on the informal objection filed by Great Basin Rural Broadband Cooperative since Broadfield Whitaker filed the opposition on December 9, 2022. Has the Bureau issued any order disposing of the objection, requested additional information from Great Basin, or taken any other action? In the context of potential application reactivation, I want to understand whether the Great Basin objection remains a live issue that could present an obstacle to approval, or whether it is effectively moot.
National Security Review. Finally, I would appreciate any updated intelligence Broadfield Whitaker may have regarding the status of the Committee for the Assessment of Foreign Participation review. We have not received any communication from the Committee or the Department of Justice since December 2022. Is this silence typical for reviews of this nature, or does it suggest that the review has been deprioritized in light of the transaction's dormancy? If we were to take steps to reactivate the application, should we expect the Committee review process to resume, and if so, what timeline should we anticipate?
VIII. Billing and Fee Status
I want to briefly address billing and fee matters. As you know, under the co-counsel retention arrangement governing Broadfield Whitaker's engagement on this matter, Broadfield Whitaker's professional fees and disbursements are passed through to NTP as a client-reimbursable cost, invoiced through Calderwood & Harkness. Our records indicate that Broadfield Whitaker's total fees billed to date on this engagement are Three Hundred Eighteen Thousand Seven Hundred Fifty Dollars ($318,750.00).
I would appreciate it if you could provide the following at your convenience:
1. A summary of any outstanding work-in-progress or unbilled time related to the FCC application, including any time incurred in connection with the preparation of the draft filings enclosed herewith or any informal communications with WTB staff that may not yet have been invoiced.
2. Confirmation of whether any Broadfield Whitaker invoices remain unpaid by NTP. I note that Calderwood & Harkness's own records reflect outstanding accounts receivable of One Hundred Twelve Thousand Six Hundred Dollars ($112,600.00) for our October through December 2023 invoices, and I am concerned that there may be corresponding payment delays affecting Broadfield Whitaker's invoices as well. If so, I will raise this issue directly with Priya Dasgupta's office.
3. An estimate of anticipated fees for the next phase of work, depending on which strategic path the client elects to pursue. It would be helpful to have a rough range for each of the three primary scenarios: (a) maintaining the application in its current dormant status with limited monitoring activity; (b) actively reviving the application and the underlying transaction, including any necessary supplemental filings, updated responses to the WTB information request, and coordination with the Committee review process; and (c) withdrawing the application and winding down the FCC proceeding.
For your reference, Calderwood & Harkness's Phase 1 fee cap for FCC regulatory work on this engagement is One Million Two Hundred Fifty Thousand Dollars ($1,250,000.00), against which Eight Hundred Forty-Seven Thousand Three Hundred Twenty Dollars ($847,320.00) has been billed through January 2024. This leaves approximately Four Hundred Two Thousand Six Hundred Eighty Dollars ($402,680.00) remaining under the cap. As you know, Broadfield Whitaker's fees are in addition to this cap and are treated as pass-through costs.
IX. Proposed Next Steps and Timeline
In terms of next steps, Calderwood & Harkness intends to schedule a call with the client in the near term — ideally within the next three to four weeks — to present strategic options and a recommended course of action. Participants on the client side would include Priya Dasgupta and Thomas Brennan, and potentially Claire Matsuda, VP of U.S. Operations at NWA, who has been increasingly involved in the operational planning for the Meridian Technologies-3 spectrum deployment.
To support that timeline, I would ask that Broadfield Whitaker provide its assessment and input on the questions raised in this letter within the next two weeks — that is, by approximately February 5, 2024. This will allow us to incorporate Broadfield Whitaker's analysis into the client advisory letter that Simone Laroche and I are currently drafting.
In advance of the client presentation, I would also like to propose a coordination call among counsel to align on recommendations. I suggest the following participants:
• Sylvia Hartwell (Calderwood & Harkness, New York)
• Harold Wren, Of Counsel, Communications & Regulatory Practice Group (Calderwood & Harkness, Washington, D.C., 1875 K Street NW, Suite 600)
• Annette Galvez (Broadfield Whitaker)
• Daniel Fong (Broadfield Whitaker)
I would propose scheduling this call for the week of February 5, 2024, after we have had the benefit of your written assessment. Please have your assistant coordinate with mine — Amanda Torres at (212) 554-7042 — to identify a mutually convenient time.
I want to emphasize the time-sensitivity of this matter. The informal WTB dismissal window that Daniel communicated to Harold in August 2023 — approximately Q4 2023 — has now passed. Each additional week of inactivity increases the risk that the Bureau will take action on its own initiative. While it is possible that the Bureau's own resource constraints and competing priorities will continue to delay any such action, we cannot rely on that assumption, and I believe our client would be poorly served if we allowed the application to be dismissed for failure to prosecute through simple inattention.
X. Closing
Annette, I want to express my appreciation — and the appreciation of the entire Calderwood & Harkness team — for Broadfield Whitaker's continued expertise and responsiveness on this engagement. The regulatory complexities of this transaction, including the Section 310(b)(4) petition and the Executive Order 13913 review, have been substantial, and your team's command of the FCC regulatory landscape has been invaluable to our client.
I would ask that you or Daniel contact me or Harold Wren at your earliest convenience to schedule the coordination call referenced above. My direct contact information is below, and Harold can be reached at (202) 883-4510 or hwren@calderwoodharkness.com.
I look forward to hearing from you and to working together toward a resolution that best serves our client's interests.
Very truly yours,
CALDERWOOD & HARKNESS LLP
________________________________________
Sylvia Hartwell Partner Calderwood & Harkness LLP 375 Park Avenue, 40th Floor New York, NY 10152 Direct: (212) 554-7138
Email: shartwell@calderwoodharkness.com
cc: Harold Wren, Of Counsel, Calderwood & Harkness LLP (Washington, D.C.) Leonard Cross, Partner, Calderwood & Harkness LLP Simone Laroche, Associate, Calderwood & Harkness LLP Daniel Fong, Senior Associate, Broadfield Whitaker LLP
Enclosures:
(1) Draft Letter to FCC — Request for Extension of Time / Status Update (not filed) (2) Draft Stipulation — Joint Request to Hold FCC Application in Abeyance (not filed)

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