1022-00002 · Northgate Telecommunications PLC · FCC Filings & Regulatory

draft-letter-fcc-extension-request.docx DOCUMENT Finance & Banking

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DRAFT — NOT FOR FILING — PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT — ATTORNEY-CLIENT PRIVILEGE

BROADFIELD WHITAKER LLP Attorneys at Law 1401 H Street NW, Suite 750 Washington, DC 20005 Telephone: (202) 555-7100 Facsimile: (202) 555-7101 www.broadfieldwhitaker.com

[DATE]

Chief, Wireless Telecommunications Bureau Federal Communications Commission 45 L Street NE Washington, DC 20554

Re: FCC File No. 0010287-EX — Application for Assignment of Authorization (FCC Form 603)

Application of Ridgeline Wireless Holdings LLC (Assignor) and Northgate Wireless Americas Inc. (Assignee) for Consent to Assignment of 14 Meridian Technologies-3 (Band 66) Wireless Radio Service Licenses

Call Signs: WQAB201 through WQAB214

Request to Maintain Application on Pending Docket and Status Update

Dear Chief:

I. Introduction and Purpose

Broadfield Whitaker LLP, on behalf of the Assignee, Northgate Wireless Americas Inc. ("NWA"), a Delaware corporation (Secretary of State File No. 7284619), with principal offices at 2200 Wilson Boulevard, Suite 1450, Arlington, Virginia 22201, hereby submits this letter to the Wireless Telecommunications Bureau ("WTB" or the "Bureau") in connection with the above-referenced application for consent to assignment of authorization. NWA is a wholly owned subsidiary of Northgate US Holdings LLC, a Delaware limited liability company, which is in turn wholly owned by Northgate Telecommunications PLC ("NTP"), a public limited company organized under the laws of England and Wales (Companies House No. 08473291), headquartered at 14 Cavendish Square, London W1G 0BX, United Kingdom, and publicly traded on the London Stock Exchange (LSE: NGTL).

By this letter, NWA respectfully requests that the Bureau maintain FCC File No. 0010287-EX on its pending docket and refrain from dismissing the application for failure to prosecute. As described more fully herein, the Applicants — both NWA and Ridgeline Wireless Holdings LLC ("Ridgeline"), the Assignor — continue to have a good-faith intention to consummate the proposed license assignment transaction. The delay in consummation of the transaction is attributable solely to certain commercial issues arising under the underlying transaction agreement between the parties, and not to any regulatory deficiency in the application or any concern raised by the Bureau or any reviewing agency. The Applicants respectfully request additional time to resolve these commercial issues and to proceed to closing.

NWA submits this letter in the interest of transparency and to ensure that the Bureau is apprised of the current status of the application and the underlying transaction. NWA recognizes that the application has been pending for a significant period without further action by either the Bureau or the Applicants, and believes that a status update is both appropriate and warranted under the circumstances.

II. Background and Procedural History

A. The Application and Related Filings

On October 14, 2022, NWA and Ridgeline Wireless Holdings LLC ("Ridgeline"), a Nevada limited liability company (Nevada Secretary of State Entity No. E0428716302), with principal offices at 450 South Virginia Street, Suite 800, Reno, Nevada 89501, jointly filed FCC Form 603 with the Commission seeking consent to the assignment of fourteen (14) Wireless Radio Service licenses in the Meridian Technologies-3 band (Band 66) from Ridgeline, as Assignor, to NWA, as Assignee. The application was assigned FCC File No. 0010287-EX.

The fourteen licenses at issue cover Economic Areas in the states of Nevada, eastern California, and southern Oregon. Together, the licenses comprise 39 MHz of paired spectrum (39 MHz uplink / 39 MHz downlink) authorized under Part 27 of the Commission's rules, 47 C.F.R. Part 27. The following call signs are covered by the application:

The covered population across the fourteen license areas is approximately 3.84 million POPs. The proposed transaction is structured as a bare license transfer; no subscriber accounts, customer relationships, or operational network assets are included in the assignment.

Concurrently with the filing of FCC Form 603, NWA filed a Petition for Declaratory Ruling under Section 310(b)(4) of the Communications Act of 1934, as amended, 47 U.S.C. § 310(b)(4), seeking approval from the Commission for up to 100% indirect foreign ownership of the subject licenses by NTP, a United Kingdom entity. The Section 310(b)(4) petition was filed in accordance with the Commission's rules and procedures set forth in the 2013 Foreign Ownership Second Report and Order, 28 FCC Rcd 5741 (2013), and 2016 Foreign Ownership Second Report and Order, 31 FCC Rcd 11,271 (2016).

B. Acceptance, Public Notice, and Comment Period

The application was accepted for filing by the Bureau on October 28, 2022. On November 3, 2022, the Commission issued a public notice announcing the acceptance of the application and opening the statutory comment and petition period. The comment period closed on December 5, 2022.

During the comment period, no petitions to deny were filed by any party. One informal objection was filed on November 28, 2022, by Great Basin Rural Broadband Cooperative ("Great Basin"), a Nevada cooperative providing broadband services in rural areas of the state. Great Basin's informal objection alleged potential concerns regarding foreign ownership of the subject licenses under Section 310(b)(4) of the Communications Act, suggesting that the level of indirect foreign ownership by NTP, a non-U.S. entity, warranted heightened scrutiny and that the Bureau should condition any grant of the assignment application on specific operational requirements.

NWA filed a timely Opposition to the Informal Objection on December 9, 2022. In its Opposition, NWA demonstrated that the concurrently filed Section 310(b)(4) petition fully addresses the foreign-ownership issues raised by Great Basin. Specifically, NWA noted that NTP, as a public limited company organized under the laws of England and Wales — a member state of the World Trade Organization — benefits from the Commission's well-established rebuttable presumption favoring approval of indirect foreign ownership by entities from WTO-member countries, absent evidence of specific harms to competition, national security, law enforcement, foreign policy, or trade policy concerns. See Rules and Policies on Foreign Participation in the U.S. Telecommunications Market, 12 FCC Rcd 23,891, 23,913 (1997) (Foreign Participation Order). NWA respectfully submitted that Great Basin's informal objection failed to identify any such specific harm and should be denied.

C. WTB Information Request and Response

On January 19, 2023, the Bureau issued an informal information request letter directed to NWA seeking additional information regarding NTP's corporate governance structure and shareholder composition. The Bureau's request was issued pursuant to the Bureau's authority under Section 308(b) of the Communications Act, 47 U.S.C. § 308(b), and was consistent with the Bureau's standard practice in processing Section 310(b)(4) petitions involving publicly traded foreign parent entities.

NWA filed a comprehensive response to the Bureau's information request on February 10, 2023, within the time period specified by the Bureau. The response provided detailed information regarding the following matters:

(a) The composition of NTP's Board of Directors, including the citizenship and nationality of each director;

(b) NTP's articles of association and corporate governance framework, including provisions relating to the appointment and removal of directors and the rights of shareholders;

(c) NTP's shareholder register, as maintained by NTP's registrar, identifying all shareholders holding 5% or more of NTP's outstanding ordinary shares; and

(d) A detailed analysis of NWA's compliance with the requirements of Section 310(b)(4) and the Commission's foreign ownership rules.

The significant shareholders of NTP identified in NWA's response were as follows:

All identified significant shareholders are entities organized in, or nationals of, WTO-member countries (United Kingdom and Switzerland), and NWA submitted that no additional foreign-ownership concerns are raised by the shareholder composition of NTP.

D. National Security Review

In accordance with the Commission's established procedures and Executive Order 13913, the application has been referred for review by the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector (the "Committee"). To the best of NWA's knowledge and based on informal communications with the reviewing agencies, preliminary review of the application, which was conducted in approximately December 2022, identified no national security concerns arising from the proposed transaction.

As of the date of this letter, formal clearance from the Committee has not yet been issued. However, NWA is not aware of any adverse findings or concerns that have been communicated by the Committee or any of its constituent agencies. NWA remains prepared to cooperate fully with the Committee and to respond to any requests for information or undertakings that may be required in connection with the national security review process.

E. Current Status

Since the filing of NWA's comprehensive response to the Bureau's information request on February 10, 2023, the application has remained pending without further action by the Bureau. No deficiency letters, additional information requests, or other communications have been issued by the Bureau in connection with the application or the Section 310(b)(4) petition. Similarly, no further filings have been made by the Applicants or by any third party.

The Applicants acknowledge that the application has been in what may fairly be characterized as a dormant posture since approximately February 2023 — a period now approaching twelve months. It is in recognition of this extended period of inactivity, and in an effort to ensure that the Bureau is fully informed of the status of the underlying transaction, that NWA submits this status update and request.

III. Status of the Underlying Transaction

A. Asset Purchase Agreement

The proposed license assignment that is the subject of the application is governed by an Asset Purchase Agreement (the "APA") dated September 22, 2022, entered into between Ridgeline, as Seller and Assignor, and NWA, as Buyer and Assignee. The APA was executed approximately three weeks prior to the filing of the FCC Form 603 application with the Commission.

Under the terms of the APA, NWA agreed to acquire the fourteen FCC spectrum licenses identified above for an aggregate purchase price of $126,500,000 (One Hundred Twenty-Six Million Five Hundred Thousand Dollars), as set forth in Section 3.1 of the APA. The transaction is structured as a bare license transfer; Ridgeline's subscriber accounts, customer relationships, network infrastructure, and other operational assets are not included in the scope of the acquisition.

In accordance with Section 3.2 of the APA, NWA funded an earnest money deposit of $4,500,000 (Four Million Five Hundred Thousand Dollars), representing approximately 3.56% of the aggregate purchase price, into escrow with Meridian National Bank, N.A., acting as Escrow Agent, on September 30, 2022. The earnest money deposit remains in escrow as of the date of this letter and has not been released to either party or returned to NWA.

Consent of the Federal Communications Commission to the assignment of the fourteen licenses is a condition precedent to closing under Section 7.1(a) of the APA. Accordingly, closing of the transaction cannot occur in the absence of a grant of the pending application.

B. Commercial Dispute and Standstill

In December 2022, a commercial dispute arose between NWA and Ridgeline regarding certain aspects of the purchase price and related commercial terms of the APA. Without disclosing the specific details of the dispute — which are subject to confidentiality obligations under the APA and are, in any event, outside the regulatory purview of the Commission — NWA represents that the dispute has been the sole impediment to the parties' ability to proceed to closing of the transaction.

The parties have been engaged in good-faith negotiations to resolve the dispute since it first arose. These negotiations have been conducted both directly between the principals of NWA and Ridgeline and through their respective legal counsel.

The original Long-Stop Date — that is, the outside date for closing — under Section 9.1 of the APA was March 15, 2023. When it became apparent that the commercial dispute would not be resolved by that date, the parties entered into negotiations regarding an extension. On April 22, 2023, NWA and Ridgeline executed an Extension Agreement (the "Extension Agreement"), pursuant to which the Long-Stop Date was extended to September 30, 2023. The Extension Agreement was entered into without prejudice to either party's position with respect to the underlying commercial dispute and expressly preserved all rights and remedies of both parties under the APA.

The extended Long-Stop Date of September 30, 2023 has passed without closing of the transaction. However, neither NWA nor Ridgeline has issued a notice of termination of the APA pursuant to Section 9.1 or any other provision thereof. The APA therefore remains in effect, and the parties continue to engage regarding a potential path to resolution of the outstanding commercial issues. NWA is informed that Ridgeline's counsel, Hargrove, Sato & Caldwell LLP, similarly takes the position that the APA has not been terminated and that the parties remain bound by its terms.

C. Good Faith and Continuing Interest

NWA wishes to assure the Bureau that NWA, and its ultimate parent entity NTP, remain committed to the proposed acquisition of the Ridgeline spectrum portfolio. The strategic rationale for the transaction remains sound and continues to be supported at the highest levels of NTP's corporate governance.

The spectrum assets that are the subject of the application remain strategically important to NTP's planned entry into direct U.S. spectrum ownership. NTP currently conducts its U.S. wireless operations through NWA, which operates as a mobile virtual network operator ("MVNO") pursuant to wholesale arrangements with major U.S. carriers. The acquisition of the Ridgeline spectrum portfolio would represent a significant step in NTP's transition from an MVNO model to a facilities-based wireless operator in the western United States, enabling NTP to deploy its own network infrastructure and reduce its dependence on wholesale access.

NTP's approximate market capitalization, as of the third quarter of 2022, was £4.8 billion (approximately $5.8 billion at prevailing exchange rates). NTP maintains substantial financial resources and liquidity, and NWA represents that NTP has the financial capacity to consummate the proposed transaction at the agreed purchase price. The continued maintenance of the $4,500,000 earnest money deposit in escrow further demonstrates the Applicants' continuing financial commitment to the transaction.

The parties anticipate that additional time — and the continuing availability of the pending FCC application — will facilitate resolution of the outstanding commercial issues and allow the parties to proceed to closing without the need for the time and expense of re-filing.

IV. Request to Maintain Application on Pending Docket

A. Legal Standard

The Commission's rules and longstanding precedent provide the Bureau with broad discretion to maintain applications on its pending docket when applicants demonstrate good cause for delay in prosecuting or consummating a proposed transaction. See, e.g., 47 C.F.R. § 1.934(a) (authorizing the Commission to dismiss applications for failure to prosecute); Applications of Quillon Group and DIRECTV, 30 FCC Rcd 9131, 9134 n.8 (2015) (noting the Commission's discretion in managing pending applications). The Bureau has recognized that dismissal for failure to prosecute is a discretionary action, not a mandatory one, and the Bureau routinely permits applications to remain pending where the applicants provide timely status updates and demonstrate a continuing good-faith intention to consummate the proposed transaction.

The Commission has further recognized that commercial disputes between transacting parties — while outside the Commission's regulatory purview and not properly the subject of FCC adjudication — may temporarily delay the consummation of transactions for which FCC consent has been sought. In such circumstances, the Bureau has exercised its discretion to maintain applications on the pending docket rather than requiring dismissal and re-filing, particularly where the application is otherwise complete and no regulatory impediments to grant have been identified. See, e.g., Policies Regarding Mobile Spectrum Holdings, 29 FCC Rcd 6133, 6251 (2014) (acknowledging that commercial considerations may affect the timing of license transfer transactions).

B. Grounds for Extension

NWA submits that the circumstances of this case fully support the Bureau's exercise of discretion to maintain the application on its pending docket. The grounds for this request are as follows:

1. No Regulatory Deficiency. The delay in prosecuting the application is attributable entirely to a commercial dispute between the parties to the underlying Asset Purchase Agreement. The application itself — including the FCC Form 603, the concurrently filed Section 310(b)(4) petition, and the comprehensive response to the Bureau's January 19, 2023 information request — is complete and presents no regulatory deficiency. No deficiency letters or additional information requests have been issued by the Bureau since NWA's February 10, 2023 response.

2. No Opposition of Record. No petitions to deny were filed during the public comment period. The sole informal objection, filed by Great Basin Rural Broadband Cooperative, was timely opposed by NWA and raises issues that are already fully addressed by the concurrently filed Section 310(b)(4) petition and the Bureau's established framework for evaluating indirect foreign ownership by entities from WTO-member countries.

3. No National Security Concerns. Preliminary review by the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector identified no national security concerns. No adverse findings have been communicated, and NWA remains prepared to cooperate fully with the Committee's review process.

4. Continuing Financial Commitment. The earnest money deposit of $4,500,000 remains in escrow with Meridian National Bank, N.A., as Escrow Agent, demonstrating the Applicants' continuing financial commitment to the transaction. Neither party to the APA has sought release of the escrow funds.

5. No Termination of the APA. Neither NWA nor Ridgeline has issued a notice of termination of the Asset Purchase Agreement. The APA remains in effect, and the parties continue to engage in good-faith negotiations to resolve the outstanding commercial issues and proceed to closing.

6. Public Interest. Maintaining the application on the pending docket serves the public interest by preserving the Bureau's investment of administrative resources in processing the application, avoiding the duplication of effort that would result from a dismissal and re-filing, and facilitating the prompt resolution of the application upon resolution of the underlying commercial dispute.

C. Proposed Timeline

The Applicants respectfully request that the Bureau maintain the application on its pending docket for an additional period of 180 days from the date of this letter to allow the parties sufficient time to resolve the commercial dispute and proceed to closing of the transaction. The Applicants believe that this period is reasonable in light of the complexity of the issues involved in the commercial dispute and the parties' continuing engagement toward resolution.

In connection with this request, the Applicants make the following commitments:

(a) The Applicants will file a further written status update with the Bureau at the expiration of the 180-day period, or sooner in the event of a material change in circumstances, including but not limited to: (i) resolution of the commercial dispute and readiness to proceed to closing; (ii) termination of the APA by either party; or (iii) a decision by either party to withdraw the application.

(b) The Applicants will promptly notify the Bureau if supplemental or updated information is required in connection with the Section 310(b)(4) petition or any other aspect of the application, including any material changes to NTP's shareholder structure since the filing of the February 10, 2023 response to the Bureau's information request.

(c) The Applicants will cooperate fully with any further inquiries from the Bureau or the Committee for the Assessment of Foreign Participation and will respond promptly to any requests for additional information.

V. Buildout Compliance Considerations

The Applicants are mindful of the interim construction benchmarks and final buildout deadlines applicable to the fourteen licenses at issue in this proceeding. In particular, the Applicants note that interim construction benchmarks for certain of the southern Oregon licenses — specifically, WQAB212 (Klamath Falls), WQAB213 (Lakeview), and WQAB214 (Burns) — are due in March 2025. Final buildout deadlines for all fourteen licenses are due in March 2028, in accordance with the applicable performance requirements under Part 27 of the Commission's rules.

Ridgeline, as the current licensee, has met the interim construction benchmarks on eleven (11) of the fourteen licenses. The three licenses for which interim benchmarks have not yet been met — the three southern Oregon licenses identified above — are approaching their benchmark dates. Prompt resolution of the pending application, upon resolution of the commercial dispute, will facilitate compliance with the remaining interim benchmarks and the final buildout deadlines. Delay in resolving the application, or dismissal requiring re-filing, could jeopardize timely compliance with these regulatory obligations.

This consideration further supports maintaining the application on the pending docket. A dismissal and re-filing would impose additional administrative burdens on both the Applicants and the Bureau, and the resulting delay could impair the ability of the assignee — whether NWA or any successor applicant — to meet the remaining buildout deadlines. The Commission has recognized that the efficient processing of license transfer applications serves the public interest by facilitating the deployment of spectrum for commercial use. See 47 C.F.R. § 27.14.

VI. Commitment to Supplement

The Applicants hereby undertake to promptly supplement or amend the application and the Section 310(b)(4) petition in the event that any material changes occur in the ownership structure of NWA or NTP. Such changes would include, without limitation:

(a) Any change in the holdings of Thornhill Asset Management LLP, Sovereign Capital Partners AG, or Dunmore Pension Trust that would result in a change of 5% or more in their respective ownership interests in NTP;

(b) The acquisition by any new shareholder of NTP of a holding exceeding the applicable reporting thresholds under the Commission's foreign ownership rules;

(d) Any change in the corporate structure of NWA, Northgate US Holdings LLC, or NTP that would materially affect the foreign ownership analysis set forth in the Section 310(b)(4) petition.

The Applicants will also promptly notify the Bureau of any developments in the Committee for the Assessment of Foreign Participation review process, including the issuance of formal clearance, any requests for mitigation measures or undertakings, or any adverse findings.

VII. Conclusion

For the foregoing reasons, Northgate Wireless Americas Inc. and Ridgeline Wireless Holdings LLC respectfully request that the Wireless Telecommunications Bureau maintain FCC File No. 0010287-EX on the pending docket and refrain from dismissing the application for failure to prosecute. The Applicants have demonstrated that the delay in consummation of the proposed license assignment is attributable to a commercial dispute between the parties and not to any regulatory deficiency in the application. The application is complete, no petitions to deny were filed, no national security concerns have been identified, and both parties remain committed to resolving the outstanding commercial issues and proceeding to closing.

The Applicants are committed to consummating the proposed license assignment and will continue to cooperate fully with the Bureau and the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector. The Applicants will provide periodic status updates as requested by the Bureau or on the timeline proposed herein.

Any questions or communications regarding this matter should be directed to the undersigned counsel:

Annette Galvez, Lead Partner Daniel Fong, Senior Associate Broadfield Whitaker LLP 1401 H Street NW, Suite 750 Washington, DC 20005 Telephone: (202) 555-7100

Email: agalvez@broadfieldwhitaker.com / dfong@broadfieldwhitaker.com

with copies to:

Harold Wren, Of Counsel Communications & Regulatory Practice Calderwood & Harkness LLP 1875 K Street NW, Suite 600 Washington, DC 20006 Telephone: (202) 555-3400

Email: hwren@calderwoodharkness.com

Respectfully submitted,

BROADFIELD WHITAKER LLP

By: ________

Annette Galvez Lead Partner

By: ________

Daniel Fong Senior Associate

Counsel for Northgate Wireless Americas Inc., Assignee

Broadfield Whitaker LLP 1401 H Street NW, Suite 750 Washington, DC 20005 Telephone: (202) 555-7100 Facsimile: (202) 555-7101

Email: agalvez@broadfieldwhitaker.com

Email: dfong@broadfieldwhitaker.com

CERTIFICATE OF SERVICE [DRAFT — TO BE FINALIZED UPON FILING]

I, Daniel Fong, hereby certify that on [DATE], a true and correct copy of the foregoing letter was served by first-class mail, postage prepaid, and by electronic mail, upon the following:

Kevin Sato, Esq. Hargrove, Sato & Caldwell LLP 100 West Liberty Street, Suite 1200 Reno, NV 89501 Counsel for Ridgeline Wireless Holdings LLC, Assignor

Great Basin Rural Broadband Cooperative [Address to be confirmed] Informal Objector (to the extent service is required under the Commission's rules)

________________________________________

Daniel Fong Senior Associate Broadfield Whitaker LLP

Note: This Certificate of Service is in draft form and will be finalized upon actual filing of the letter with the Commission. Service addresses and method of service to be confirmed prior to filing.

INTERNAL ANNOTATIONS — DRAFT NOTES TO BE REMOVED IN THEIR ENTIRETY BEFORE FILING

CLIENT APPROVAL STATUS: THIS IS A DRAFT PREPARED FOR INTERNAL REVIEW ONLY. This letter has not yet been approved by the client. Client approval is required from both Priya Dasgupta (General Counsel, NTP) and Thomas Brennan (VP — Regulatory & Government Affairs, NWA) before this letter may be filed with the Commission. As of the date of this draft, neither individual has reviewed or approved the letter.

COORDINATION WITH ASSIGNOR'S COUNSEL: This letter has not been reviewed by or agreed to by Ridgeline's counsel, Hargrove, Sato & Caldwell LLP (Kevin Sato). Filing of this letter is contingent on client authorization and, potentially, coordination with Ridgeline for a joint submission. If Ridgeline is unwilling to join in this letter, the filing approach may need to be revised to reflect a unilateral submission by NWA, with appropriate modifications to the representations regarding Ridgeline's position.

CROSS-REFERENCES TO RELATED DRAFTS AND MEMORANDA:

• Draft Stipulation — Joint Request to Hold FCC Application in Abeyance (alternative filing approach if both parties agree to a joint submission; prepared by D. Fong, currently in second draft)

• C&H Memorandum: Options for FCC Application (Maintain / Revive / Withdraw) — prepared by H. Wren, dated January 8, 2024

• C&H Memorandum: Regulatory Timeline and Dismissal Risk — prepared by H. Wren, dated January 15, 2024

NOTE FROM HAROLD WREN (C&H — OF COUNSEL): This letter deliberately does not disclose specifics of the purchase price dispute (the $14.2M adjustment demand by Ridgeline or the countervailing positions of the parties) or the detailed terms of the APA beyond what is strictly necessary to explain the delay to the Bureau. The details of the commercial dispute are characterized generically throughout the letter. This approach is intended to: (i) avoid waiver of attorney-client privilege and work-product protection with respect to the parties' analysis of the commercial dispute; and (ii) minimize the risk of the FCC being drawn into adjudication of the commercial dispute, which is outside the Commission's regulatory purview and would not be an appropriate basis for the Bureau to condition or deny the application.

BILLING NOTES:

Preparation of this draft letter and related analysis to be billed under the C&H engagement at applicable hourly rates. No fee cap applies to dispute-related work; however, this filing itself may fall under Phase 1 FCC regulatory work subject to the $1,250,000 cap. Classification to be confirmed with billing partner (R. Okafor, C&H).

No.	Call Sign	Geographic Area
1	WQAB201	EA — Nevada (Reno)
2	WQAB202	EA — Nevada (Las Vegas)
3	WQAB203	EA — Nevada (Carson City)
4	WQAB204	EA — Nevada (Elko)
5	WQAB205	EA — Nevada (Winnemucca)
6	WQAB206	EA — Nevada (Tonopah)
7	WQAB207	EA — Eastern California (Bishop/Mammoth Lakes)
8	WQAB208	EA — Eastern California (Susanville)
9	WQAB209	EA — Eastern California (Truckee)
10	WQAB210	EA — Eastern California (Needles)
11	WQAB211	EA — Eastern California (Ridgecrest)
12	WQAB212	EA — Southern Oregon (Klamath Falls)
13	WQAB213	EA — Southern Oregon (Lakeview)
14	WQAB214	EA — Southern Oregon (Burns)
Shareholder	Jurisdiction	Ownership (%)
Thornhill Asset Management LLP	United Kingdom	9.7%
Sovereign Capital Partners AG	Switzerland	6.3%
Dunmore Pension Trust	United Kingdom	5.1%
Public Float (remaining)	Various	78.9%
Firm	Fees Billed to Date	Notes
Broadfield Whitaker LLP	$318,750	Passed through to Northgate; all FCC regulatory work
Calderwood & Harkness LLP	$847,320 (through Jan. 2024)	Billed against Phase 1 FCC regulatory work fee cap of $1,250,000

DRAFT — NOT FOR FILING — PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT — ATTORNEY-CLIENT PRIVILEGE
BROADFIELD WHITAKER LLP Attorneys at Law 1401 H Street NW, Suite 750 Washington, DC 20005 Telephone: (202) 555-7100 Facsimile: (202) 555-7101 www.broadfieldwhitaker.com
[DATE]
Chief, Wireless Telecommunications Bureau Federal Communications Commission 45 L Street NE Washington, DC 20554
Re: FCC File No. 0010287-EX — Application for Assignment of Authorization (FCC Form 603)
Application of Ridgeline Wireless Holdings LLC (Assignor) and Northgate Wireless Americas Inc. (Assignee) for Consent to Assignment of 14 Meridian Technologies-3 (Band 66) Wireless Radio Service Licenses
Call Signs: WQAB201 through WQAB214
Request to Maintain Application on Pending Docket and Status Update
Dear Chief:
I. Introduction and Purpose
Broadfield Whitaker LLP, on behalf of the Assignee, Northgate Wireless Americas Inc. ("NWA"), a Delaware corporation (Secretary of State File No. 7284619), with principal offices at 2200 Wilson Boulevard, Suite 1450, Arlington, Virginia 22201, hereby submits this letter to the Wireless Telecommunications Bureau ("WTB" or the "Bureau") in connection with the above-referenced application for consent to assignment of authorization. NWA is a wholly owned subsidiary of Northgate US Holdings LLC, a Delaware limited liability company, which is in turn wholly owned by Northgate Telecommunications PLC ("NTP"), a public limited company organized under the laws of England and Wales (Companies House No. 08473291), headquartered at 14 Cavendish Square, London W1G 0BX, United Kingdom, and publicly traded on the London Stock Exchange (LSE: NGTL).
By this letter, NWA respectfully requests that the Bureau maintain FCC File No. 0010287-EX on its pending docket and refrain from dismissing the application for failure to prosecute. As described more fully herein, the Applicants — both NWA and Ridgeline Wireless Holdings LLC ("Ridgeline"), the Assignor — continue to have a good-faith intention to consummate the proposed license assignment transaction. The delay in consummation of the transaction is attributable solely to certain commercial issues arising under the underlying transaction agreement between the parties, and not to any regulatory deficiency in the application or any concern raised by the Bureau or any reviewing agency. The Applicants respectfully request additional time to resolve these commercial issues and to proceed to closing.
NWA submits this letter in the interest of transparency and to ensure that the Bureau is apprised of the current status of the application and the underlying transaction. NWA recognizes that the application has been pending for a significant period without further action by either the Bureau or the Applicants, and believes that a status update is both appropriate and warranted under the circumstances.
II. Background and Procedural History
A. The Application and Related Filings
On October 14, 2022, NWA and Ridgeline Wireless Holdings LLC ("Ridgeline"), a Nevada limited liability company (Nevada Secretary of State Entity No. E0428716302), with principal offices at 450 South Virginia Street, Suite 800, Reno, Nevada 89501, jointly filed FCC Form 603 with the Commission seeking consent to the assignment of fourteen (14) Wireless Radio Service licenses in the Meridian Technologies-3 band (Band 66) from Ridgeline, as Assignor, to NWA, as Assignee. The application was assigned FCC File No. 0010287-EX.
The fourteen licenses at issue cover Economic Areas in the states of Nevada, eastern California, and southern Oregon. Together, the licenses comprise 39 MHz of paired spectrum (39 MHz uplink / 39 MHz downlink) authorized under Part 27 of the Commission's rules, 47 C.F.R. Part 27. The following call signs are covered by the application:
The covered population across the fourteen license areas is approximately 3.84 million POPs. The proposed transaction is structured as a bare license transfer; no subscriber accounts, customer relationships, or operational network assets are included in the assignment.
Concurrently with the filing of FCC Form 603, NWA filed a Petition for Declaratory Ruling under Section 310(b)(4) of the Communications Act of 1934, as amended, 47 U.S.C. § 310(b)(4), seeking approval from the Commission for up to 100% indirect foreign ownership of the subject licenses by NTP, a United Kingdom entity. The Section 310(b)(4) petition was filed in accordance with the Commission's rules and procedures set forth in the 2013 Foreign Ownership Second Report and Order, 28 FCC Rcd 5741 (2013), and 2016 Foreign Ownership Second Report and Order, 31 FCC Rcd 11,271 (2016).
B. Acceptance, Public Notice, and Comment Period
The application was accepted for filing by the Bureau on October 28, 2022. On November 3, 2022, the Commission issued a public notice announcing the acceptance of the application and opening the statutory comment and petition period. The comment period closed on December 5, 2022.
During the comment period, no petitions to deny were filed by any party. One informal objection was filed on November 28, 2022, by Great Basin Rural Broadband Cooperative ("Great Basin"), a Nevada cooperative providing broadband services in rural areas of the state. Great Basin's informal objection alleged potential concerns regarding foreign ownership of the subject licenses under Section 310(b)(4) of the Communications Act, suggesting that the level of indirect foreign ownership by NTP, a non-U.S. entity, warranted heightened scrutiny and that the Bureau should condition any grant of the assignment application on specific operational requirements.
NWA filed a timely Opposition to the Informal Objection on December 9, 2022. In its Opposition, NWA demonstrated that the concurrently filed Section 310(b)(4) petition fully addresses the foreign-ownership issues raised by Great Basin. Specifically, NWA noted that NTP, as a public limited company organized under the laws of England and Wales — a member state of the World Trade Organization — benefits from the Commission's well-established rebuttable presumption favoring approval of indirect foreign ownership by entities from WTO-member countries, absent evidence of specific harms to competition, national security, law enforcement, foreign policy, or trade policy concerns. See Rules and Policies on Foreign Participation in the U.S. Telecommunications Market, 12 FCC Rcd 23,891, 23,913 (1997) (Foreign Participation Order). NWA respectfully submitted that Great Basin's informal objection failed to identify any such specific harm and should be denied.
C. WTB Information Request and Response
On January 19, 2023, the Bureau issued an informal information request letter directed to NWA seeking additional information regarding NTP's corporate governance structure and shareholder composition. The Bureau's request was issued pursuant to the Bureau's authority under Section 308(b) of the Communications Act, 47 U.S.C. § 308(b), and was consistent with the Bureau's standard practice in processing Section 310(b)(4) petitions involving publicly traded foreign parent entities.
NWA filed a comprehensive response to the Bureau's information request on February 10, 2023, within the time period specified by the Bureau. The response provided detailed information regarding the following matters:
(a) The composition of NTP's Board of Directors, including the citizenship and nationality of each director;
(b) NTP's articles of association and corporate governance framework, including provisions relating to the appointment and removal of directors and the rights of shareholders;
(c) NTP's shareholder register, as maintained by NTP's registrar, identifying all shareholders holding 5% or more of NTP's outstanding ordinary shares; and
(d) A detailed analysis of NWA's compliance with the requirements of Section 310(b)(4) and the Commission's foreign ownership rules.
The significant shareholders of NTP identified in NWA's response were as follows:
All identified significant shareholders are entities organized in, or nationals of, WTO-member countries (United Kingdom and Switzerland), and NWA submitted that no additional foreign-ownership concerns are raised by the shareholder composition of NTP.
D. National Security Review
In accordance with the Commission's established procedures and Executive Order 13913, the application has been referred for review by the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector (the "Committee"). To the best of NWA's knowledge and based on informal communications with the reviewing agencies, preliminary review of the application, which was conducted in approximately December 2022, identified no national security concerns arising from the proposed transaction.
As of the date of this letter, formal clearance from the Committee has not yet been issued. However, NWA is not aware of any adverse findings or concerns that have been communicated by the Committee or any of its constituent agencies. NWA remains prepared to cooperate fully with the Committee and to respond to any requests for information or undertakings that may be required in connection with the national security review process.
E. Current Status
Since the filing of NWA's comprehensive response to the Bureau's information request on February 10, 2023, the application has remained pending without further action by the Bureau. No deficiency letters, additional information requests, or other communications have been issued by the Bureau in connection with the application or the Section 310(b)(4) petition. Similarly, no further filings have been made by the Applicants or by any third party.
The Applicants acknowledge that the application has been in what may fairly be characterized as a dormant posture since approximately February 2023 — a period now approaching twelve months. It is in recognition of this extended period of inactivity, and in an effort to ensure that the Bureau is fully informed of the status of the underlying transaction, that NWA submits this status update and request.
III. Status of the Underlying Transaction
A. Asset Purchase Agreement
The proposed license assignment that is the subject of the application is governed by an Asset Purchase Agreement (the "APA") dated September 22, 2022, entered into between Ridgeline, as Seller and Assignor, and NWA, as Buyer and Assignee. The APA was executed approximately three weeks prior to the filing of the FCC Form 603 application with the Commission.
Under the terms of the APA, NWA agreed to acquire the fourteen FCC spectrum licenses identified above for an aggregate purchase price of $126,500,000 (One Hundred Twenty-Six Million Five Hundred Thousand Dollars), as set forth in Section 3.1 of the APA. The transaction is structured as a bare license transfer; Ridgeline's subscriber accounts, customer relationships, network infrastructure, and other operational assets are not included in the scope of the acquisition.
In accordance with Section 3.2 of the APA, NWA funded an earnest money deposit of $4,500,000 (Four Million Five Hundred Thousand Dollars), representing approximately 3.56% of the aggregate purchase price, into escrow with Meridian National Bank, N.A., acting as Escrow Agent, on September 30, 2022. The earnest money deposit remains in escrow as of the date of this letter and has not been released to either party or returned to NWA.
Consent of the Federal Communications Commission to the assignment of the fourteen licenses is a condition precedent to closing under Section 7.1(a) of the APA. Accordingly, closing of the transaction cannot occur in the absence of a grant of the pending application.
B. Commercial Dispute and Standstill
In December 2022, a commercial dispute arose between NWA and Ridgeline regarding certain aspects of the purchase price and related commercial terms of the APA. Without disclosing the specific details of the dispute — which are subject to confidentiality obligations under the APA and are, in any event, outside the regulatory purview of the Commission — NWA represents that the dispute has been the sole impediment to the parties' ability to proceed to closing of the transaction.
The parties have been engaged in good-faith negotiations to resolve the dispute since it first arose. These negotiations have been conducted both directly between the principals of NWA and Ridgeline and through their respective legal counsel.
The original Long-Stop Date — that is, the outside date for closing — under Section 9.1 of the APA was March 15, 2023. When it became apparent that the commercial dispute would not be resolved by that date, the parties entered into negotiations regarding an extension. On April 22, 2023, NWA and Ridgeline executed an Extension Agreement (the "Extension Agreement"), pursuant to which the Long-Stop Date was extended to September 30, 2023. The Extension Agreement was entered into without prejudice to either party's position with respect to the underlying commercial dispute and expressly preserved all rights and remedies of both parties under the APA.
The extended Long-Stop Date of September 30, 2023 has passed without closing of the transaction. However, neither NWA nor Ridgeline has issued a notice of termination of the APA pursuant to Section 9.1 or any other provision thereof. The APA therefore remains in effect, and the parties continue to engage regarding a potential path to resolution of the outstanding commercial issues. NWA is informed that Ridgeline's counsel, Hargrove, Sato & Caldwell LLP, similarly takes the position that the APA has not been terminated and that the parties remain bound by its terms.
C. Good Faith and Continuing Interest
NWA wishes to assure the Bureau that NWA, and its ultimate parent entity NTP, remain committed to the proposed acquisition of the Ridgeline spectrum portfolio. The strategic rationale for the transaction remains sound and continues to be supported at the highest levels of NTP's corporate governance.
The spectrum assets that are the subject of the application remain strategically important to NTP's planned entry into direct U.S. spectrum ownership. NTP currently conducts its U.S. wireless operations through NWA, which operates as a mobile virtual network operator ("MVNO") pursuant to wholesale arrangements with major U.S. carriers. The acquisition of the Ridgeline spectrum portfolio would represent a significant step in NTP's transition from an MVNO model to a facilities-based wireless operator in the western United States, enabling NTP to deploy its own network infrastructure and reduce its dependence on wholesale access.
NTP's approximate market capitalization, as of the third quarter of 2022, was £4.8 billion (approximately $5.8 billion at prevailing exchange rates). NTP maintains substantial financial resources and liquidity, and NWA represents that NTP has the financial capacity to consummate the proposed transaction at the agreed purchase price. The continued maintenance of the $4,500,000 earnest money deposit in escrow further demonstrates the Applicants' continuing financial commitment to the transaction.
The parties anticipate that additional time — and the continuing availability of the pending FCC application — will facilitate resolution of the outstanding commercial issues and allow the parties to proceed to closing without the need for the time and expense of re-filing.
IV. Request to Maintain Application on Pending Docket
A. Legal Standard
The Commission's rules and longstanding precedent provide the Bureau with broad discretion to maintain applications on its pending docket when applicants demonstrate good cause for delay in prosecuting or consummating a proposed transaction. See, e.g., 47 C.F.R. § 1.934(a) (authorizing the Commission to dismiss applications for failure to prosecute); Applications of Quillon Group and DIRECTV, 30 FCC Rcd 9131, 9134 n.8 (2015) (noting the Commission's discretion in managing pending applications). The Bureau has recognized that dismissal for failure to prosecute is a discretionary action, not a mandatory one, and the Bureau routinely permits applications to remain pending where the applicants provide timely status updates and demonstrate a continuing good-faith intention to consummate the proposed transaction.
The Commission has further recognized that commercial disputes between transacting parties — while outside the Commission's regulatory purview and not properly the subject of FCC adjudication — may temporarily delay the consummation of transactions for which FCC consent has been sought. In such circumstances, the Bureau has exercised its discretion to maintain applications on the pending docket rather than requiring dismissal and re-filing, particularly where the application is otherwise complete and no regulatory impediments to grant have been identified. See, e.g., Policies Regarding Mobile Spectrum Holdings, 29 FCC Rcd 6133, 6251 (2014) (acknowledging that commercial considerations may affect the timing of license transfer transactions).
B. Grounds for Extension
NWA submits that the circumstances of this case fully support the Bureau's exercise of discretion to maintain the application on its pending docket. The grounds for this request are as follows:
1. No Regulatory Deficiency. The delay in prosecuting the application is attributable entirely to a commercial dispute between the parties to the underlying Asset Purchase Agreement. The application itself — including the FCC Form 603, the concurrently filed Section 310(b)(4) petition, and the comprehensive response to the Bureau's January 19, 2023 information request — is complete and presents no regulatory deficiency. No deficiency letters or additional information requests have been issued by the Bureau since NWA's February 10, 2023 response.
2. No Opposition of Record. No petitions to deny were filed during the public comment period. The sole informal objection, filed by Great Basin Rural Broadband Cooperative, was timely opposed by NWA and raises issues that are already fully addressed by the concurrently filed Section 310(b)(4) petition and the Bureau's established framework for evaluating indirect foreign ownership by entities from WTO-member countries.
3. No National Security Concerns. Preliminary review by the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector identified no national security concerns. No adverse findings have been communicated, and NWA remains prepared to cooperate fully with the Committee's review process.
4. Continuing Financial Commitment. The earnest money deposit of $4,500,000 remains in escrow with Meridian National Bank, N.A., as Escrow Agent, demonstrating the Applicants' continuing financial commitment to the transaction. Neither party to the APA has sought release of the escrow funds.
5. No Termination of the APA. Neither NWA nor Ridgeline has issued a notice of termination of the Asset Purchase Agreement. The APA remains in effect, and the parties continue to engage in good-faith negotiations to resolve the outstanding commercial issues and proceed to closing.
6. Public Interest. Maintaining the application on the pending docket serves the public interest by preserving the Bureau's investment of administrative resources in processing the application, avoiding the duplication of effort that would result from a dismissal and re-filing, and facilitating the prompt resolution of the application upon resolution of the underlying commercial dispute.
C. Proposed Timeline
The Applicants respectfully request that the Bureau maintain the application on its pending docket for an additional period of 180 days from the date of this letter to allow the parties sufficient time to resolve the commercial dispute and proceed to closing of the transaction. The Applicants believe that this period is reasonable in light of the complexity of the issues involved in the commercial dispute and the parties' continuing engagement toward resolution.
In connection with this request, the Applicants make the following commitments:
(a) The Applicants will file a further written status update with the Bureau at the expiration of the 180-day period, or sooner in the event of a material change in circumstances, including but not limited to: (i) resolution of the commercial dispute and readiness to proceed to closing; (ii) termination of the APA by either party; or (iii) a decision by either party to withdraw the application.
(b) The Applicants will promptly notify the Bureau if supplemental or updated information is required in connection with the Section 310(b)(4) petition or any other aspect of the application, including any material changes to NTP's shareholder structure since the filing of the February 10, 2023 response to the Bureau's information request.
(c) The Applicants will cooperate fully with any further inquiries from the Bureau or the Committee for the Assessment of Foreign Participation and will respond promptly to any requests for additional information.
V. Buildout Compliance Considerations
The Applicants are mindful of the interim construction benchmarks and final buildout deadlines applicable to the fourteen licenses at issue in this proceeding. In particular, the Applicants note that interim construction benchmarks for certain of the southern Oregon licenses — specifically, WQAB212 (Klamath Falls), WQAB213 (Lakeview), and WQAB214 (Burns) — are due in March 2025. Final buildout deadlines for all fourteen licenses are due in March 2028, in accordance with the applicable performance requirements under Part 27 of the Commission's rules.
Ridgeline, as the current licensee, has met the interim construction benchmarks on eleven (11) of the fourteen licenses. The three licenses for which interim benchmarks have not yet been met — the three southern Oregon licenses identified above — are approaching their benchmark dates. Prompt resolution of the pending application, upon resolution of the commercial dispute, will facilitate compliance with the remaining interim benchmarks and the final buildout deadlines. Delay in resolving the application, or dismissal requiring re-filing, could jeopardize timely compliance with these regulatory obligations.
This consideration further supports maintaining the application on the pending docket. A dismissal and re-filing would impose additional administrative burdens on both the Applicants and the Bureau, and the resulting delay could impair the ability of the assignee — whether NWA or any successor applicant — to meet the remaining buildout deadlines. The Commission has recognized that the efficient processing of license transfer applications serves the public interest by facilitating the deployment of spectrum for commercial use. See 47 C.F.R. § 27.14.
VI. Commitment to Supplement
The Applicants hereby undertake to promptly supplement or amend the application and the Section 310(b)(4) petition in the event that any material changes occur in the ownership structure of NWA or NTP. Such changes would include, without limitation:
(a) Any change in the holdings of Thornhill Asset Management LLP, Sovereign Capital Partners AG, or Dunmore Pension Trust that would result in a change of 5% or more in their respective ownership interests in NTP;
(b) The acquisition by any new shareholder of NTP of a holding exceeding the applicable reporting thresholds under the Commission's foreign ownership rules;
(c) Any change in the citizenship or nationality of any member of NTP's Board of Directors; and
(d) Any change in the corporate structure of NWA, Northgate US Holdings LLC, or NTP that would materially affect the foreign ownership analysis set forth in the Section 310(b)(4) petition.
The Applicants will also promptly notify the Bureau of any developments in the Committee for the Assessment of Foreign Participation review process, including the issuance of formal clearance, any requests for mitigation measures or undertakings, or any adverse findings.
VII. Conclusion
For the foregoing reasons, Northgate Wireless Americas Inc. and Ridgeline Wireless Holdings LLC respectfully request that the Wireless Telecommunications Bureau maintain FCC File No. 0010287-EX on the pending docket and refrain from dismissing the application for failure to prosecute. The Applicants have demonstrated that the delay in consummation of the proposed license assignment is attributable to a commercial dispute between the parties and not to any regulatory deficiency in the application. The application is complete, no petitions to deny were filed, no national security concerns have been identified, and both parties remain committed to resolving the outstanding commercial issues and proceeding to closing.
The Applicants are committed to consummating the proposed license assignment and will continue to cooperate fully with the Bureau and the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector. The Applicants will provide periodic status updates as requested by the Bureau or on the timeline proposed herein.
Any questions or communications regarding this matter should be directed to the undersigned counsel:
Annette Galvez, Lead Partner Daniel Fong, Senior Associate Broadfield Whitaker LLP 1401 H Street NW, Suite 750 Washington, DC 20005 Telephone: (202) 555-7100
Email: agalvez@broadfieldwhitaker.com / dfong@broadfieldwhitaker.com
with copies to:
Harold Wren, Of Counsel Communications & Regulatory Practice Calderwood & Harkness LLP 1875 K Street NW, Suite 600 Washington, DC 20006 Telephone: (202) 555-3400
Email: hwren@calderwoodharkness.com
Respectfully submitted,
BROADFIELD WHITAKER LLP
By: ________
Annette Galvez Lead Partner
By: ________
Daniel Fong Senior Associate
Counsel for Northgate Wireless Americas Inc., Assignee
Broadfield Whitaker LLP 1401 H Street NW, Suite 750 Washington, DC 20005 Telephone: (202) 555-7100 Facsimile: (202) 555-7101
Email: agalvez@broadfieldwhitaker.com
Email: dfong@broadfieldwhitaker.com
CERTIFICATE OF SERVICE [DRAFT — TO BE FINALIZED UPON FILING]
I, Daniel Fong, hereby certify that on [DATE], a true and correct copy of the foregoing letter was served by first-class mail, postage prepaid, and by electronic mail, upon the following:
Kevin Sato, Esq. Hargrove, Sato & Caldwell LLP 100 West Liberty Street, Suite 1200 Reno, NV 89501 Counsel for Ridgeline Wireless Holdings LLC, Assignor
Great Basin Rural Broadband Cooperative [Address to be confirmed] Informal Objector (to the extent service is required under the Commission's rules)
________________________________________
Daniel Fong Senior Associate Broadfield Whitaker LLP
Note: This Certificate of Service is in draft form and will be finalized upon actual filing of the letter with the Commission. Service addresses and method of service to be confirmed prior to filing.
INTERNAL ANNOTATIONS — DRAFT NOTES TO BE REMOVED IN THEIR ENTIRETY BEFORE FILING
CLIENT APPROVAL STATUS: THIS IS A DRAFT PREPARED FOR INTERNAL REVIEW ONLY. This letter has not yet been approved by the client. Client approval is required from both Priya Dasgupta (General Counsel, NTP) and Thomas Brennan (VP — Regulatory & Government Affairs, NWA) before this letter may be filed with the Commission. As of the date of this draft, neither individual has reviewed or approved the letter.
COORDINATION WITH ASSIGNOR'S COUNSEL: This letter has not been reviewed by or agreed to by Ridgeline's counsel, Hargrove, Sato & Caldwell LLP (Kevin Sato). Filing of this letter is contingent on client authorization and, potentially, coordination with Ridgeline for a joint submission. If Ridgeline is unwilling to join in this letter, the filing approach may need to be revised to reflect a unilateral submission by NWA, with appropriate modifications to the representations regarding Ridgeline's position.
CROSS-REFERENCES TO RELATED DRAFTS AND MEMORANDA:
• Draft Stipulation — Joint Request to Hold FCC Application in Abeyance (alternative filing approach if both parties agree to a joint submission; prepared by D. Fong, currently in second draft)
• C&H Memorandum: Options for FCC Application (Maintain / Revive / Withdraw) — prepared by H. Wren, dated January 8, 2024
• C&H Memorandum: Regulatory Timeline and Dismissal Risk — prepared by H. Wren, dated January 15, 2024
NOTE FROM HAROLD WREN (C&H — OF COUNSEL): This letter deliberately does not disclose specifics of the purchase price dispute (the $14.2M adjustment demand by Ridgeline or the countervailing positions of the parties) or the detailed terms of the APA beyond what is strictly necessary to explain the delay to the Bureau. The details of the commercial dispute are characterized generically throughout the letter. This approach is intended to: (i) avoid waiver of attorney-client privilege and work-product protection with respect to the parties' analysis of the commercial dispute; and (ii) minimize the risk of the FCC being drawn into adjudication of the commercial dispute, which is outside the Commission's regulatory purview and would not be an appropriate basis for the Bureau to condition or deny the application.
BILLING NOTES:
Preparation of this draft letter and related analysis to be billed under the C&H engagement at applicable hourly rates. No fee cap applies to dispute-related work; however, this filing itself may fall under Phase 1 FCC regulatory work subject to the $1,250,000 cap. Classification to be confirmed with billing partner (R. Okafor, C&H).
No. | Call Sign | Geographic Area
1 | WQAB201 | EA — Nevada (Reno)
2 | WQAB202 | EA — Nevada (Las Vegas)
3 | WQAB203 | EA — Nevada (Carson City)
4 | WQAB204 | EA — Nevada (Elko)
5 | WQAB205 | EA — Nevada (Winnemucca)
6 | WQAB206 | EA — Nevada (Tonopah)
7 | WQAB207 | EA — Eastern California (Bishop/Mammoth Lakes)
8 | WQAB208 | EA — Eastern California (Susanville)
9 | WQAB209 | EA — Eastern California (Truckee)
10 | WQAB210 | EA — Eastern California (Needles)
11 | WQAB211 | EA — Eastern California (Ridgecrest)
12 | WQAB212 | EA — Southern Oregon (Klamath Falls)
13 | WQAB213 | EA — Southern Oregon (Lakeview)
14 | WQAB214 | EA — Southern Oregon (Burns)
Shareholder | Jurisdiction | Ownership (%)
Thornhill Asset Management LLP | United Kingdom | 9.7%
Sovereign Capital Partners AG | Switzerland | 6.3%
Dunmore Pension Trust | United Kingdom | 5.1%
Public Float (remaining) | Various | 78.9%
Firm | Fees Billed to Date | Notes
Broadfield Whitaker LLP | $318,750 | Passed through to Northgate; all FCC regulatory work
Calderwood & Harkness LLP | $847,320 (through Jan. 2024) | Billed against Phase 1 FCC regulatory work fee cap of $1,250,000

DRAFT — NOT FOR FILING — PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT — ATTORNEY-CLIENT PRIVILEGE

BROADFIELD WHITAKER LLP

CROSS-REFERENCES TO RELATED DRAFTS AND MEMORANDA:

BILLING NOTES:

Record

Parties

Dates

Amounts