PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
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INTERNAL MEMORANDUM — CONFLICT CHECK REPORT
CALDERWOOD & HARKNESS LLP 375 Park Avenue, 40th Floor New York, New York 10152
Matter Number: 1018-00009
Date: August 16, 2022
TO: Sylvia Hartwell, Responsible Partner (Tax) Leonard Cross, Billing Partner (Tax)
FROM: Simone Laroche, Lead Associate (Litigation — General) Jeffrey Park, Working Associate (Litigation — General)
RE: New Matter Conflict Check — Northgate Telecommunications PLC — Proposed Acquisition of FCC Spectrum Licenses from Ridgeline Wireless Holdings LLC
CONFIDENTIALITY LEGEND: This memorandum is intended solely for internal Calderwood & Harkness use and is protected by the attorney-client privilege and the work product doctrine. It should not be disclosed to any person outside the firm, including the prospective client, without prior approval of the Responsible Partner and the firm's General Counsel. The conclusions set forth herein are based on information available in the firm's conflicts database as of the date hereof and are subject to revision if additional information becomes available.
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1. Purpose and Summary of Engagement
This memorandum sets forth the results of a comprehensive conflict-of-interest check conducted in connection with a proposed new matter engagement by Calderwood & Harkness LLP (the "Firm"). The purpose of this memorandum is to identify, analyze, and resolve any actual or potential conflicts of interest arising from the Firm's proposed representation of Northgate Telecommunications PLC and its affiliates in the transaction described below, and to confirm that the engagement may be opened and staffed as proposed.
Calderwood & Harkness LLP has been asked by Northgate Telecommunications PLC ("NTP"), a United Kingdom-headquartered public telecommunications, software, and software-as-a-service ("SaaS") company (Companies House No. 08473291; listed on the London Stock Exchange under the ticker symbol NGTL), to represent NTP in connection with the regulatory and compliance aspects of a proposed acquisition of certain United States wireless spectrum licenses currently held by Ridgeline Wireless Holdings LLC ("Ridgeline" or the "Seller"), a privately held regional wireless operator headquartered in Reno, Nevada.
The nature of the proposed representation encompasses the following workstreams:
(a) Preparation and filing of FCC Form 603 (Application for Assignment of Authorization) for the transfer of fourteen (14) FCC Wireless Radio Service licenses from Ridgeline to a newly formed U.S. subsidiary of NTP;
(b) Preparation and filing of a petition under Section 310(b)(4) of the Communications Act of 1934, as amended, seeking FCC approval for indirect foreign ownership of the proposed assignee entity by NTP, a foreign corporation;
(c) Related regulatory compliance analysis and FCC advisory work, including coordination with the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector (the "Committee") established pursuant to Executive Order 13913;
(d) Corporate structuring of U.S. entities in the ownership chain between NTP and the proposed FCC licensee, including the incorporation of a Delaware corporation and the formation of a Delaware limited liability company;
(e) Cross-border tax advisory services in connection with the structuring of the acquisition and the ongoing operations of the U.S. entities; and
(f) General coordination with proposed FCC regulatory co-counsel, Broadfield Whitaker LLP, as described further below.
The proposed engagement team consists of the following attorneys:
• Sylvia Hartwell — Responsible Partner (Tax), New York office
• Leonard Cross — Billing Partner (Tax), New York office
• Simone Laroche — Lead Associate (Litigation — General), New York office
• Jeffrey Park — Working Associate (Litigation — General), New York office
• Harold Wren — Of Counsel (Communications & Regulatory), Washington, D.C. office (1875 K Street NW, Suite 600, Washington, DC 20006)
In addition, the Firm proposes to retain Broadfield Whitaker LLP (1401 H Street NW, Suite 750, Washington, DC 20005) as specialist FCC regulatory co-counsel. The co-counsel engagement would be managed by Annette Galvez, Lead Partner (FCC Regulatory), and Daniel Fong, Senior Associate, at Broadfield Whitaker LLP. Broadfield Whitaker would be retained by Calderwood & Harkness on behalf of Northgate, with the retention arrangement to be documented in the engagement letter and a separate co-counsel agreement.
This engagement was opened on August 16, 2022, subject to completion of this conflict check and execution of the engagement letter by the client.
2. Transaction Overview
The following is a summary of the key terms and structure of the proposed transaction, based on information provided by the prospective client and its advisors in connection with the new-matter intake process. This summary is provided for purposes of the conflict analysis and is not intended to be a comprehensive description of the transaction.
Transaction Type. The proposed transaction is structured as an asset purchase of fourteen (14) FCC Wireless Radio Service licenses issued under Part 27 of the FCC's Rules (47 C.F.R. Part 27). The licenses relate to spectrum in the Advanced Wireless Services — 3 ("Meridian Technologies-3") band, also designated as Band 66. The licenses bear FCC call signs WQAB201 through WQAB214 and cover Economic Areas in the states of Nevada, eastern California, and southern Oregon.
Spectrum. The licenses collectively authorize use of 39 MHz of paired spectrum (39 MHz uplink / 39 MHz downlink), representing a total of 78 MHz of paired bandwidth. The covered population ("POPs") is approximately 3.84 million. This is a significant regional spectrum position that would provide NTP with a platform for wireless network deployment in the western United States.
Proposed Purchase Price. The proposed aggregate purchase price is One Hundred Twenty-Six Million Five Hundred Thousand Dollars ($126,500,000). This translates to a per-MHz-POP price of approximately $0.845 (calculated as $126,500,000 divided by 39 MHz multiplied by 3,840,000 POPs). This pricing is within the range of recent comparable transactions in the Meridian Technologies-3 band as evaluated by the client's spectrum valuation consultant.
Assignor. The assignor of the spectrum licenses is Ridgeline Wireless Holdings LLC, a Nevada limited liability company (Nevada Secretary of State Entity No. E0428716302), with its principal office at 450 South Virginia Street, Suite 800, Reno, Nevada 89501. Ridgeline is a privately held regional wireless operator. Its membership interests are held as follows: Garrett Nolan (Founder & Managing Member) — 62%; Diane Chua (Co-Managing Member & COO) — 18%; Pinnacle Growth Capital Fund II LP — 12%; and Crestwood Family Office LLC — 8%.
Proposed Assignee. The proposed assignee is Northgate Wireless Americas Inc. ("NWA"), a Delaware corporation to be incorporated as part of the transaction structuring. NWA was subsequently incorporated on August 22, 2022, under Delaware File No. 7284619. NWA's planned offices will be located at 2200 Wilson Boulevard, Suite 1450, Arlington, Virginia 22201.
Intermediate Holding Entity. An intermediate holding entity, Northgate US Holdings LLC ("NUS Holdings"), a Delaware limited liability company, is to be formed as part of the transaction structure. NUS Holdings was subsequently formed on August 30, 2022. NUS Holdings will sit between NTP (the ultimate parent) and NWA (the proposed FCC licensee) in the ownership chain.
Ownership Chain. The post-closing ownership chain will be as follows:
Northgate Wireless Americas Inc. (Delaware corporation; FCC licensee) → 100% owned by Northgate US Holdings LLC (Delaware limited liability company) → 100% owned by Northgate Telecommunications PLC (public limited company organized under the laws of England and Wales)
Client Headquarters. Northgate Telecommunications PLC maintains its principal offices at 14 Cavendish Square, London W1G 0BX, United Kingdom.
Scope of Acquisition — Spectrum Licenses Only. It is important to note that the proposed transaction involves solely the assignment of the bare FCC spectrum licenses. Ridgeline's approximately 142,000 subscriber accounts are not being acquired as part of this transaction, nor is any of Ridgeline's physical network infrastructure, customer contracts, intellectual property, or other operating assets. The transaction is a spectrum-only asset purchase. This distinction is relevant to the conflict analysis insofar as it limits the universe of parties directly affected by the transaction.
3. Parties and Entities Searched
The following is a comprehensive list of all parties, affiliates, principals, and related entities that were run through the Firm's conflict-checking system (Calderwood & Harkness's Glenrock Health IT/conflicts database) in connection with this new matter intake. A total of thirty-five (35) parties and individuals were searched, organized by category below.
3.1 Client Side — Northgate and Affiliates
The following entities and individuals are on the client side of the proposed engagement:
3.2 Counterparty / Target — Ridgeline and Affiliates
The following entities and individuals are the counterparty (seller/assignor) and its principals:
3.3 Minority Members / Investors in Ridgeline
The following entities and individuals hold minority membership interests in Ridgeline and may have consent rights or other governance rights relevant to the proposed transaction:
3.4 Counterparty's Counsel
The following law firm and attorneys represent the counterparty in the proposed transaction:
3.5 Significant Shareholders of Northgate Telecommunications PLC
The following entities are significant shareholders of the client's parent company. They were included in the conflict search because of their substantial economic interest in NTP and the potential, however remote, that the Firm may have adverse or concurrent representations involving these entities:
3.6 Financial Advisors and Consultants
The following financial advisors, consultants, and professional service providers are involved in the proposed transaction and were included in the conflict search:
3.7 Proposed Co-Counsel
The following law firm and attorneys are proposed to serve as FCC regulatory co-counsel on behalf of the client:
3.8 Other Transaction Parties
The following entities and individuals are involved in the transaction in ancillary capacities:
3.9 Known Potential Third-Party Intervenors / Interested Parties
The following entity has been identified as a potential third-party intervenor or interested party in any FCC proceedings related to the proposed license transfer:
Great Basin Rural Broadband Cooperative has been identified based on its known operations in the geographic areas covered by the Meridian Technologies-3 licenses and its history of participation in FCC proceedings involving spectrum transfers in the region. While it is not a party to the transaction, it is included in the conflict search as a precautionary measure given the possibility that it may file comments or a petition to deny in connection with the Form 603 application.
4. Conflict Check Methodology
The conflict check described in this memorandum was conducted in accordance with the Firm's New Business Intake and Conflicts Policies, as set forth in the Calderwood & Harkness LLP Attorney Handbook (revised January 2022), and in compliance with the applicable Rules of Professional Conduct, including in particular Rules 1.7 (Conflict of Interest — Current Clients), 1.9 (Duties to Former Clients), and 1.10 (Imputation of Conflicts of Interest) of the New York Rules of Professional Conduct, as well as the corresponding provisions of the District of Columbia Rules of Professional Conduct (given the involvement of the Firm's Washington, D.C. office) and the Rules of Professional Conduct of England and Wales (given the client's UK domicile and the involvement of the Firm's London office).
The following procedures were followed:
Dates of Searches. All conflict searches were conducted between August 14, 2022, and August 16, 2022. The initial automated search was run on August 14, 2022, with supplemental and follow-up searches conducted on August 15 and 16, 2022, as additional party information was obtained from the prospective client and its advisors.
Database Used. All searches were conducted using Calderwood & Harkness LLP's centralized conflicts and new business intake system, which is maintained on the Glenrock Health IT platform. The Glenrock Health IT system contains records of all client engagements, matter openings, party designations (client, adverse party, co-party, other interested party), and relationship data across all of the Firm's offices worldwide.
Search Terms. The following categories of search terms were used:
(a) Entity names: All full legal names and all known variants, short names, trade names, and abbreviations of each entity listed in Section 3 above (e.g., "Northgate Telecommunications PLC," "Northgate Telecom," "NTP," "NGTL"; "Ridgeline Wireless Holdings LLC," "Ridgeline Wireless," "Ridgeline"; "Pinnacle Growth Capital Fund II LP," "Pinnacle Growth," "PGCF II"; etc.);
(b) Individual names: All names of individuals listed in Section 3 above, including variations in name order and common abbreviations;
(c) Entity identification numbers: Companies House No. 08473291, NV SOS Entity No. E0428716302, anticipated Delaware File No. 7284619, and any other available identification or registration numbers;
(d) Address cross-references: Principal office addresses of all entities listed in Section 3, to capture any matters associated with the same address that might not appear under entity name searches alone.
Scope of Search. The search encompassed all active and closed matters in the Firm's conflicts database going back through the full history of the system (the Glenrock Health IT database contains records dating to the Firm's adoption of electronic conflict-checking in 1998, supplemented by legacy records from prior systems). The search covered all current and former clients, all adverse and co-party relationships, and all other party designations recorded in the system. The search was not limited by practice group, office, or matter type.
Lateral-Hire Records and Attorney Disclosures. In addition to the database searches described above, searches were also run against the Firm's lateral-hire records and individual attorney disclosure files for each member of the proposed engagement team. Specifically, the lateral-hire and prior-engagement disclosure records for Sylvia Hartwell, Leonard Cross, Simone Laroche, Jeffrey Park, and Harold Wren were reviewed to determine whether any of these attorneys had any prior engagement with or adverse relationship to any party listed in Section 3 prior to joining Calderwood & Harkness.
Additional Manual Check — Harold Wren. Given Harold Wren's specialized practice in communications and regulatory law, and the FCC-intensive nature of the proposed engagement, a separate manual check was conducted with Mr. Wren. Mr. Wren confirmed, in writing (via email dated August 15, 2022, to Simone Laroche), that he has no prior representation of, and no adverse relationship with, any of the following parties: Ridgeline Wireless Holdings LLC, Garrett Nolan, Diane Chua, Pinnacle Growth Capital Fund II LP, Pinnacle Growth Capital Management LLC, Robert Almeda, Crestwood Family Office LLC, Eleanor Crestwood, Hargrove, Sato & Caldwell LLP, Kevin Sato, Mariana Quelibo, Great Basin Rural Broadband Cooperative, or any of their principals, officers, or affiliates. Mr. Wren further confirmed that he has had no prior engagement with Broadfield Whitaker LLP, Annette Galvez, or Daniel Fong in any capacity that would create a conflict. Mr. Wren's confirmation is consistent with his lateral-hire disclosure on file with the Firm.
Multi-Office Coordination. Given the multi-jurisdictional nature of this engagement and the involvement of attorneys in both the New York and Washington, D.C. offices, the conflict search was coordinated across all Firm offices, including the London office (One Bishops Square, London E1 6AD), to ensure comprehensive coverage. The London office database was specifically included given the UK domicile of the prospective client.
The system-generated search report, including all search strings used, date/time stamps, and raw results, is maintained on file with the Conflicts & New Business Department and is summarized in Appendix A to this memorandum.
5. Results of Conflict Search
The results of the comprehensive conflict search are set forth below, organized by the same categories used in Section 3. For each party or individual, the result of the search is stated, along with any notation requiring further attention. Where a party is "Cleared," this means that the search returned no results indicating any actual or potential conflict of interest.
5.1 Client-Side Entities (Northgate and Affiliates)
Northgate Telecommunications PLC (Party No. 1). No prior representation of Northgate Telecommunications PLC by Calderwood & Harkness LLP was identified in the conflicts database. Northgate is a new client of the Firm. No matters adverse to Northgate were identified. The Firm has no current or former client relationship with NTP. Cleared.
Northgate Wireless Americas Inc. (Party No. 2). This entity had not yet been incorporated at the time the conflict search was conducted. As a not-yet-existing entity, no conflict is possible at this time. The entity was subsequently incorporated on August 22, 2022, under Delaware File No. 7284619. A supplemental conflict check will be conducted upon the entity's formal incorporation and entry into the Firm's system as a client entity, although no conflict is anticipated given that NWA is being created solely for purposes of this transaction and will be a wholly owned subsidiary of NTP. To be rechecked upon incorporation.
Northgate US Holdings LLC (Party No. 3). This entity had not yet been formed at the time the conflict search was conducted. The same analysis applies as for NWA above. NUS Holdings was subsequently formed on August 30, 2022. A supplemental conflict check will be conducted upon formation. To be rechecked upon formation.
Marcus Enfield (Party No. 4). No hits in the Firm's conflicts database. No prior representation of or adverse relationship with Mr. Enfield was identified. Cleared.
Priya Dasgupta (Party No. 5). No hits in the Firm's conflicts database. No prior representation of or adverse relationship with Ms. Dasgupta was identified. Cleared.
Thomas Brennan (Party No. 6). No hits in the Firm's conflicts database. No prior representation of or adverse relationship with Mr. Brennan was identified. The name "Thomas Brennan" returned four results in the database, none of which correspond to the Thomas Brennan who serves as SVP, Regulatory Affairs, of Northgate Telecommunications PLC. Each of the four results was individually reviewed and confirmed to relate to different individuals with no connection to the prospective client or this transaction. Cleared.
Claire Matsuda (Party No. 7). No hits in the Firm's conflicts database. No prior representation of or adverse relationship with Ms. Matsuda was identified. Cleared.
5.2 Counterparty / Target Entities
Ridgeline Wireless Holdings LLC (Party No. 8). No prior representation of Ridgeline Wireless Holdings LLC by Calderwood & Harkness LLP was identified. The Firm has never represented Ridgeline in any capacity. No matters adverse to Ridgeline were identified in the database. Cleared.
Garrett Nolan (Party No. 9). No hits in the Firm's conflicts database corresponding to the Garrett Nolan who is the Founder and Managing Member of Ridgeline. The name "Garrett Nolan" returned one result, which was reviewed and confirmed to relate to a different individual (a witness in a 2014 securities litigation matter handled by the Firm's New York office) with no connection to Ridgeline or this transaction. No prior representation of or adverse relationship with the relevant Garrett Nolan was identified. Cleared.
Diane Chua (Party No. 10). No hits in the Firm's conflicts database. No prior representation of or adverse relationship with Ms. Chua was identified. Cleared.
5.3 Minority Members / Investors in Ridgeline
Pinnacle Growth Capital Fund II LP (Party No. 11). No prior representation of Pinnacle Growth Capital Fund II LP by Calderwood & Harkness LLP was identified. No matters adverse to this entity were found. It is noted that Pinnacle Growth Capital Fund II LP holds a 12% membership interest in Ridgeline and has consent rights over change-of-control transactions pursuant to the Ridgeline LLC Agreement. Pinnacle may therefore be an active participant in the transaction approval process on the seller side. No conflict implications arise from this role, as the Firm has no relationship with Pinnacle. Cleared.
Pinnacle Growth Capital Management LLC (Party No. 12). No prior representation by the Firm. No adverse matters identified. Cleared.
Robert Almeda (Party No. 13). No hits in the Firm's conflicts database. No prior representation of or adverse relationship with Mr. Almeda was identified. Cleared.
Crestwood Family Office LLC (Party No. 14). No prior representation of Crestwood Family Office LLC by Calderwood & Harkness LLP was identified. No matters adverse to this entity were found. Cleared.
Eleanor Crestwood (Party No. 15). No hits in the Firm's conflicts database. No prior representation of or adverse relationship with Ms. Crestwood was identified. Cleared.
5.4 Counterparty's Counsel
Hargrove, Sato & Caldwell LLP (Party No. 16). No current or prior matters were identified in the Firm's database in which Calderwood & Harkness LLP and Hargrove, Sato & Caldwell LLP were adverse to each other or served as co-counsel. The Firm has no client relationship with Hargrove Sato. No former Calderwood & Harkness attorneys were identified as having moved to Hargrove Sato (see also Section 7 below). Cleared.
Kevin Sato (Party No. 17). No hits in the Firm's conflicts database. No prior professional relationship or adverse dealings with Mr. Sato were identified. Cleared.
Mariana Quelibo (Party No. 18). No hits in the Firm's conflicts database. No prior professional relationship or adverse dealings with Ms. Quelibo were identified. Cleared.
5.5 Significant Shareholders of NTP
Thornhill Asset Management LLP (Party No. 19). No prior representation of Thornhill Asset Management LLP by Calderwood & Harkness LLP was identified. No matters adverse to Thornhill were found in the database. Thornhill is a 9.7% shareholder of NTP and, as a significant minority shareholder of the Firm's prospective client, was included in the search as a precautionary measure. Cleared.
Sovereign Capital Partners AG (Party No. 20). No prior representation of Sovereign Capital Partners AG by Calderwood & Harkness LLP was identified. No matters adverse to Sovereign were found. Sovereign is a 6.3% shareholder of NTP. Cleared.
Dunmore Pension Trust (Party No. 21). No prior representation of Dunmore Pension Trust by Calderwood & Harkness LLP was identified. No matters adverse to Dunmore were found. Dunmore is a 5.1% shareholder of NTP. Cleared.
5.6 Financial Advisors, Consultants, and Co-Counsel
Stonebridge Advisory Group LLC (Party No. 22). No prior relationship between the Firm and Stonebridge Advisory Group LLC was identified. Stonebridge is serving as sell-side financial advisor to Ridgeline and its members. No conflict implications arise. Cleared.
Helen Tran (Party No. 23). No hits in the Firm's conflicts database. Cleared.
Vantage Spectrum Consultants Inc. (Party No. 24). No prior relationship between the Firm and Vantage Spectrum Consultants Inc. was identified. Vantage is an independent spectrum valuation firm retained by the client. Cleared.
Dr. Raymond Kessler (Party No. 25). No hits in the Firm's conflicts database. Cleared.
Whitfield & Grainger LLP (Party No. 26). No prior relationship between the Firm and Whitfield & Grainger LLP was identified in the conflicts database. Whitfield & Grainger is the client's accounting and tax advisor for cross-border structuring and is not a client of the Firm. Cleared.
Nigel Pemberton (Party No. 27). No hits in the Firm's conflicts database. Cleared.
Broadfield Whitaker LLP (Party No. 28). No adverse matters involving Broadfield Whitaker LLP were identified in the Firm's conflicts database. Calderwood & Harkness has not previously engaged Broadfield Whitaker as co-counsel on any matter, but no impediment to doing so has been identified. No current or former client relationship with Broadfield Whitaker exists. Cleared.
Annette Galvez (Party No. 29). No hits in the Firm's conflicts database. Cleared.
Daniel Fong (Party No. 30). No hits in the Firm's conflicts database. Cleared.
Meridian National Bank, N.A. (Party No. 31). No prior adverse matters involving Meridian National Bank, N.A. were identified in the Firm's conflicts database. Additionally, no current client relationship with Meridian was identified that would create a conflict in the proposed escrow arrangement. Meridian is proposed to serve as escrow agent for the earnest money deposit in the transaction. Cleared.
Sandra Okonkwo (Party No. 32). No hits in the Firm's conflicts database. Cleared.
Apex Continental Insurance Ltd. (Party No. 33). No prior representation of or adverse matters involving Apex Continental Insurance Ltd. were identified in the Firm's conflicts database. Apex Continental is the proposed representations and warranties ("R&W") insurance carrier for the transaction. The policy is at the indicative stage and has not yet been bound. Cleared.
Fiona Ashworth (Party No. 34). No hits in the Firm's conflicts database. Cleared.
5.7 Potential Third-Party Intervenors
Great Basin Rural Broadband Cooperative (Party No. 35). No prior representation of Great Basin Rural Broadband Cooperative by Calderwood & Harkness LLP was identified. No matters adverse to Great Basin were found in the database. Great Basin is a regional wireless cooperative operating in the state of Nevada that may participate in FCC proceedings regarding the proposed spectrum license transfer, potentially by filing comments, informal objections, or a petition to deny the Form 603 application. The inclusion of Great Basin in the conflict search was a precautionary measure based on information provided by the client's regulatory team regarding known competitors in the relevant service areas. No conflict implications have been identified. Cleared.
6. Engagement Team Individual Disclosures
In accordance with the Firm's conflicts policies, each member of the proposed engagement team was individually contacted and asked to confirm whether he or she has any personal, financial, or prior professional relationship with any party or individual listed in Section 3 of this memorandum that could give rise to an actual or potential conflict of interest. The results of those individual disclosures are as follows:
Sylvia Hartwell (Responsible Partner, Tax). Ms. Hartwell has confirmed, in writing, that she has no personal, financial, or prior professional relationship with any party or individual listed in Section 3. She has no prior representation of or adverse relationship with any such party. She has no financial interest in any entity listed in Section 3, and no family member or close personal associate is employed by or affiliated with any such entity. No conflict.
Leonard Cross (Billing Partner, Tax). Mr. Cross has confirmed, in writing, that he has no personal, financial, or prior professional relationship with any party or individual listed in Section 3. He has no prior representation of or adverse relationship with any such party. He has no financial interest in any entity listed in Section 3, and no family member or close personal associate is employed by or affiliated with any such entity. No conflict.
Simone Laroche (Lead Associate, Litigation — General). Ms. Laroche has confirmed, in writing, that she has no personal, financial, or prior professional relationship with any party or individual listed in Section 3. She has no prior representation of or adverse relationship with any such party. She has no financial interest in any entity listed in Section 3, and no family member or close personal associate is employed by or affiliated with any such entity. No conflict.
Jeffrey Park (Working Associate, Litigation — General). Mr. Park has confirmed, in writing, that he has no personal, financial, or prior professional relationship with any party or individual listed in Section 3. He has no prior representation of or adverse relationship with any such party. He has no financial interest in any entity listed in Section 3, and no family member or close personal associate is employed by or affiliated with any such entity. No conflict.
Harold Wren (Of Counsel, Communications & Regulatory, Washington, D.C. office). Mr. Wren has confirmed, in writing (via email dated August 15, 2022), that he has no personal, financial, or prior professional relationship with any party or individual listed in Section 3. Mr. Wren specifically confirmed that he has no prior FCC representation of, and no prior adverse dealings with, any of the following: Ridgeline Wireless Holdings LLC, Garrett Nolan, Diane Chua, Pinnacle Growth Capital Fund II LP, Pinnacle Growth Capital Management LLC, Robert Almeda, Crestwood Family Office LLC, Eleanor Crestwood, Hargrove, Sato & Caldwell LLP, Kevin Sato, Mariana Quelibo, Great Basin Rural Broadband Cooperative, Broadfield Whitaker LLP, Annette Galvez, or Daniel Fong. Mr. Wren's disclosure is consistent with his lateral-hire intake records maintained by the Firm's Conflicts & New Business Department. No conflict.
All individual disclosure confirmations are maintained on file with the Conflicts & New Business Department and are available for review upon request.
7. Ethical Walls / Special Considerations
Based on the results of the conflict search and the individual disclosures set forth in Section 6, no ethical walls or screening arrangements are required for this engagement. The specific findings supporting this conclusion are as follows:
No Former Attorneys at Counterparty's Counsel. A review of the Firm's alumni records and lateral-hire databases confirms that no former Calderwood & Harkness attorneys have been identified as having moved to Hargrove, Sato & Caldwell LLP (counsel to the counterparty) or to any other entity on the counterparty side of the transaction. Accordingly, there is no risk of imputed disqualification under Rule 1.10 of the New York Rules of Professional Conduct arising from a former Firm attorney's involvement in a matter adverse to a current or former Firm client.
No Current Attorneys from Counterparty Entities. No current Calderwood & Harkness attorneys have been identified as having previously been employed by Ridgeline Wireless Holdings LLC, Pinnacle Growth Capital Fund II LP, Pinnacle Growth Capital Management LLC, Crestwood Family Office LLC, Hargrove, Sato & Caldwell LLP, Great Basin Rural Broadband Cooperative, or any other entity on the counterparty or potential-intervenor side of this transaction.
No Imputed Conflicts. No circumstances have been identified that would give rise to an imputed conflict of interest under Rule 1.10, including conflicts arising from a Firm attorney's prior association with another law firm that represented any party to this transaction.
Co-Counsel Arrangement — Broadfield Whitaker LLP. The proposed co-counsel arrangement with Broadfield Whitaker LLP gives rise to certain considerations, although they do not constitute conflicts of interest. Specifically:
(a) Broadfield Whitaker LLP is an independent law firm and must conduct its own independent conflict check prior to undertaking the co-counsel engagement. Calderwood & Harkness will request written confirmation from Broadfield Whitaker that it has completed its own conflicts analysis and has determined that no conflicts of interest exist with respect to its representation of Northgate in this matter.
(b) The co-counsel arrangement will be documented in a written agreement between Calderwood & Harkness and Broadfield Whitaker, with appropriate provisions regarding the scope of the co-counsel engagement, the allocation of responsibilities, the handling of confidential information, and the procedures for identifying and resolving any conflicts that may arise during the course of the engagement.
(c) The co-counsel agreement will also address the respective firms' obligations under the applicable Rules of Professional Conduct with respect to supervision of co-counsel work product and communication with the client.
No other special considerations or ethical wall requirements have been identified.
8. Foreign Ownership and Regulatory Parties Note
The proposed engagement involves the preparation and filing of a petition under Section 310(b)(4) of the Communications Act of 1934, as amended (47 U.S.C. § 310(b)(4)), seeking FCC approval for the indirect foreign ownership of Northgate Wireless Americas Inc. by Northgate Telecommunications PLC, a public limited company organized under the laws of England and Wales. This petition is required because NTP, as the ultimate parent of the proposed FCC licensee, is a non-U.S. entity, and Section 310(b) of the Communications Act restricts foreign ownership of common carrier and aeronautical radio station licensees above certain thresholds.
The Section 310(b)(4) petition process implicates review by the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector (the "Committee"), which was established pursuant to Executive Order 13913, signed on April 4, 2020. The Committee, which includes representatives from the Department of Justice, the Department of Homeland Security, the Department of Defense, and other federal agencies, reviews applications involving foreign ownership of U.S. telecommunications assets and infrastructure for national security and law enforcement concerns. The Committee may impose conditions on, or recommend denial of, FCC applications involving foreign participation.
Calderwood & Harkness LLP does not represent any U.S. government agency, department, or instrumentality involved in the Committee review process, including but not limited to the Department of Justice, the Department of Homeland Security, the Department of Defense, the Federal Bureau of Investigation, the Federal Communications Commission, or any other agency that participates in the Committee's deliberations. No conflict of interest arises from the Firm's involvement in the regulatory review process. The Firm's role is limited to representing the applicant (Northgate) in connection with the preparation, filing, and prosecution of the necessary FCC applications and petitions, and the Firm will not be representing any government agency or regulatory body in connection with the review of those applications.
Additionally, it is noted that the FCC itself is a quasi-judicial regulatory agency that will be adjudicating the Form 603 application and the Section 310(b)(4) petition. The Firm's representation of Northgate before the FCC is an ordinary regulatory representation and does not create any conflict of interest with respect to the FCC or any of its commissioners or staff.
9. Conclusion and Clearance
Based on the comprehensive conflict search described in this memorandum, including the review of all thirty-five (35) parties and individuals identified in Section 3 against the Firm's centralized conflicts database, the review of lateral-hire and attorney disclosure records for all members of the proposed engagement team, and the individual confirmations provided by each engagement team member, the following conclusion is reached:
RESULT: CLEARED — NO CONFLICTS IDENTIFIED
All thirty-five (35) parties and individuals searched against the Firm's conflicts database returned no current client conflicts, no former client conflicts, no business relationship conflicts, and no personal conflicts for any member of the proposed engagement team. No ethical walls or screening arrangements are required. No waivers or consents are necessary.
This matter is approved for opening as Matter No. 1018-00009 under the following designation:
Client: Northgate Telecommunications PLC (and affiliates, including Northgate Wireless Americas Inc. and Northgate US Holdings LLC, upon their formation)
Matter Description: Proposed Acquisition of FCC Spectrum Licenses from Ridgeline Wireless Holdings LLC — FCC Regulatory, Corporate Structuring, and Cross-Border Tax Advisory
Responsible Partner: Sylvia Hartwell (Tax)
Billing Partner: Leonard Cross (Tax)
The engagement letter may proceed to Priya Dasgupta, General Counsel, Northgate Telecommunications PLC, at the client's principal offices at 14 Cavendish Square, London W1G 0BX, United Kingdom, for review and execution.
Supplemental conflict checks will be conducted upon the incorporation of Northgate Wireless Americas Inc. and the formation of Northgate US Holdings LLC, and upon the identification of any additional parties or entities not currently listed in Section 3 of this memorandum.
10. Approval and Sign-Off
PREPARED BY:
________________________________________
Simone Laroche Lead Associate, Litigation — General Calderwood & Harkness LLP
Date: August 16, 2022
________________________________________
Jeffrey Park Working Associate, Litigation — General Calderwood & Harkness LLP
Date: August 16, 2022
REVIEWED AND APPROVED BY:
________________________________________
Sylvia Hartwell Responsible Partner, Tax Calderwood & Harkness LLP
Date: ________
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Leonard Cross Billing Partner, Tax Calderwood & Harkness LLP
Date: ________
CONFLICTS DEPARTMENT CLEARANCE:
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Catherine Reinhardt Conflicts Coordinator Calderwood & Harkness LLP Conflicts & New Business Department Date of Clearance: August 16, 2022
APPENDIX A — Search Parameters and System Report
This Appendix provides a summary reference to the system-generated conflict search report produced in connection with this memorandum. The full system-generated report, including raw search results and individual hit detail, is maintained on file with the Calderwood & Harkness LLP Conflicts & New Business Department and is available for review by authorized personnel upon request. The report is not reproduced in the body of this memorandum in the interest of brevity and to avoid unnecessary duplication of detailed system output.
A.1 System Information
Conflicts Database Platform: Ridgeway Health IT (version 7.4.2)
Database Version: Production database as of August 16, 2022 (last full update: August 14, 2022, 11:59 PM EST)
Search Date Stamps:
• Initial automated search: August 14, 2022, 2:17 PM EST
• Supplemental search (additional parties): August 15, 2022, 9:42 AM EST
• Final verification search: August 16, 2022, 8:15 AM EST
A.2 Search Strings Used
The following search strings were used in the automated conflict searches. Variations and truncations were applied consistent with the Glenrock Health IT system's search algorithms, including wildcard and fuzzy-match functionality:
Entity Name Searches:
• "Northgate Telecommunications PLC" / "Northgate Telecom" / "NTP" / "NGTL" / "Northgate"
• "Northgate Wireless Americas Inc." / "Northgate Wireless" / "NWA"
• "Northgate US Holdings LLC" / "NUS Holdings" / "Northgate Holdings"
• "Ridgeline Wireless Holdings LLC" / "Ridgeline Wireless" / "Ridgeline"
• "Pinnacle Growth Capital Fund II LP" / "Pinnacle Growth Capital" / "PGCF II" / "Pinnacle Growth"
• "Pinnacle Growth Capital Management LLC" / "PGCM"
• "Crestwood Family Office LLC" / "Crestwood Family" / "Crestwood"
• "Hargrove, Sato & Caldwell LLP" / "Hargrove Sato" / "HSC"
• "Thornhill Asset Management LLP" / "Thornhill Asset" / "Thornhill"
• "Sovereign Capital Partners AG" / "Sovereign Capital" / "SCP"
• "Dunmore Pension Trust" / "Dunmore Pension" / "Dunmore"
• "Stonebridge Advisory Group LLC" / "Stonebridge Advisory" / "Stonebridge"
• "Vantage Spectrum Consultants Inc." / "Vantage Spectrum" / "Vantage"
• "Whitfield & Grainger LLP" / "Whitfield Grainger" / "W&G"
• "Broadfield Whitaker LLP" / "Broadfield Whitaker" / "BWLLP"