response-to-wtb-information-request.docx

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

response-to-wtb-information-request.docx DOCUMENT Finance & Banking

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BROADFIELD WHITAKER LLP Telecommunications · Regulatory · Government Affairs 1401 H Street NW, Suite 750 Washington, DC 20005 Telephone: (202) 554-8100 Facsimile: (202) 554-8101 www.broadfieldwhitaker.com

February 10, 2023

Via Electronic Filing (ECFS) and Hand Delivery

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 from Ridgeline Wireless Holdings LLC to Northgate Wireless Americas Inc.; Response to Information Request dated January 19, 2023

Fourteen (14) Meridian Technologies-3 (Band 66) Licenses, Call Signs WQAB201 through WQAB214, Part 27 of the Commission's Rules (47 C.F.R. Part 27)

Dear Chief of the Wireless Telecommunications Bureau:

I. Introduction and Purpose

Broadfield Whitaker LLP, on behalf of the Applicant, Northgate Wireless Americas Inc. ("NWA"), a Delaware corporation (FCC Registration Number 7284619), respectfully submits this letter in response to the Bureau's letter dated January 19, 2023 (the "Information Request"), which requested additional information regarding the foreign ownership and corporate governance structure of NWA's ultimate parent entity, Northgate Telecommunications PLC ("NTP"), a public limited company incorporated in England and Wales. This response addresses each of the specific inquiries raised in the Information Request and provides supplemental documentary exhibits to facilitate the Bureau's review.

This matter arises from FCC Form 603, filed on October 14, 2022, seeking consent to the assignment of fourteen (14) Meridian Technologies-3 (Band 66) Part 27 Wireless Radio Service licenses from Ridgeline Wireless Holdings LLC ("Ridgeline" or the "Assignor") to NWA (the "Assignee"). Concurrently with the FCC Form 603 application, NWA filed a Petition for Declaratory Ruling pursuant to Section 310(b)(4) of the Communications Act of 1934, as amended, 47 U.S.C. § 310(b)(4), requesting the Commission's specific approval for indirect foreign ownership of NWA by NTP and NTP's shareholders (the "Petition" or the "Section 310(b)(4) Petition").

The FCC Form 603 application was accepted for filing on October 28, 2022. A public notice was issued on November 3, 2022, establishing a comment period that closed on December 5, 2022. No formal petitions to deny were filed during the comment period. One informal objection was filed on November 28, 2022 by Great Basin Rural Broadband Cooperative ("Great Basin"), alleging concerns regarding foreign ownership under Section 310(b)(4) of the Communications Act. NWA filed an opposition to the informal objection on December 9, 2022, demonstrating that the concerns raised therein are without merit and are fully addressed by the pending Section 310(b)(4) Petition and the materials submitted herewith.

This response has been prepared by Broadfield Whitaker LLP, serving as lead FCC regulatory counsel for NWA, with Annette Galvez, Partner, and Daniel Fong, Senior Associate, serving as the principal attorneys responsible for this filing. Additionally, this response has been prepared with substantial input from Harold Wren, Of Counsel, Communications & Regulatory Practice Group, Calderwood & Harkness LLP, 1875 K Street NW, Suite 600, Washington, DC 20006, who serves as outside counsel to NTP and has provided information and certifications regarding NTP's corporate governance, shareholder structure, and constitutional documents.

For the record, counsel for the Assignor, Ridgeline Wireless Holdings LLC, is Hargrove, Sato & Caldwell LLP, with Kevin Sato serving as lead partner. Hargrove, Sato & Caldwell LLP is located at 100 West Liberty Street, Suite 1200, Reno, NV 89501. Ridgeline has been consulted regarding the procedural status of the application and the substance of this response, and it does not object to any of the representations made herein.

NWA respectfully requests that the Bureau review this response and the accompanying exhibits and proceed to grant the FCC Form 603 application and the Section 310(b)(4) Petition at the earliest practicable date.

II. Summary of the Proposed Transaction and Ownership Structure

A. Transaction Overview

The proposed transaction involves the asset purchase of fourteen (14) FCC Wireless Radio Service licenses in the Advanced Wireless Services-3 ("Meridian Technologies-3") band, also known as Band 66, pursuant to Part 27 of the Commission's Rules, 47 C.F.R. Part 27. The licenses at issue cover Economic Areas ("EAs") spanning Nevada, eastern California, and southern Oregon. Together, the licenses encompass 39 MHz of paired spectrum (39 MHz uplink / 39 MHz downlink), representing a total of 78 MHz of paired bandwidth. The covered population across the fourteen license areas is approximately 3.84 million persons ("POPs"), based on 2020 U.S. Census data. The licenses are identified by Call Signs WQAB201 through WQAB214.

The Assignor, Ridgeline Wireless Holdings LLC, is a Nevada limited liability company (Nevada Secretary of State Entity No. E0428716302) with its principal office located at 450 South Virginia Street, Suite 800, Reno, NV 89501. Ridgeline was founded in 2014 by Garrett Nolan and currently provides wireless telecommunications services to approximately 142,000 subscriber accounts across Nevada and portions of eastern California. It is important to note that this transaction involves the transfer of the bare spectrum licenses only; Ridgeline will retain its operating business, including its existing subscriber base, network infrastructure, and commercial operations. No subscriber accounts, customer contracts, cell site leases, or operational assets are being transferred as part of this transaction.

The Assignee, Northgate Wireless Americas Inc. ("NWA"), is a Delaware corporation with its offices at 2200 Wilson Boulevard, Suite 1450, Arlington, VA 22201. NWA was formed specifically for the purpose of holding FCC licenses and conducting wireless telecommunications operations in the United States.

The Assignor and Assignee entered into an Asset Purchase Agreement (the "APA") on September 22, 2022. Pursuant to Section 3.1 of the APA, the aggregate purchase price for the fourteen licenses is $126,500,000, subject to customary closing adjustments. The closing of the transaction is conditioned upon, among other things, receipt of all necessary regulatory approvals, including the consent of the FCC to the assignment of the licenses and approval of the Section 310(b)(4) Petition.

B. Proposed Ownership Chain (Section 310(b)(4) Structure)

The proposed ownership structure of NWA, from the licensee level to the ultimate parent entity, is as follows:

Tier 1 — Licensee/Assignee: Northgate Wireless Americas Inc. ("NWA"), a corporation organized under the laws of the State of Delaware. NWA will hold the fourteen Meridian Technologies-3 (Band 66) licenses directly and will serve as the FCC licensee of record.

Tier 2 — Intermediate Holding Entity: Northgate US Holdings LLC ("NUS Holdings"), a limited liability company organized under the laws of the State of Delaware, formed on August 30, 2022. NUS Holdings owns 100% of the equity interests in NWA. NUS Holdings was formed as a single-purpose holding company to serve as the direct parent of NWA and to facilitate the corporate structure for NTP's U.S. operations.

Tier 3 — Ultimate Parent Entity: Northgate Telecommunications PLC ("NTP"), a public limited company incorporated in England and Wales under the United Kingdom Companies Act 2006, Companies House Registration Number 08473291. NTP owns 100% of the membership interests in NUS Holdings. NTP is therefore the indirect 100% owner of NWA.

NTP is publicly traded on the London Stock Exchange under the ticker symbol "NGTL." As of the third quarter of 2022, NTP's approximate market capitalization was £4.8 billion. NTP reported total revenue of £2.31 billion for fiscal year 2021 and projects total revenue of approximately £2.57 billion for fiscal year 2022, reflecting organic growth across its core business lines. NTP is headquartered at 14 Cavendish Square, London W1G 0BX, United Kingdom.

NTP operates mobile virtual network operator ("MVNO") platforms and enterprise software-as-a-service ("SaaS") platforms across the United Kingdom and Western Europe. NTP currently maintains MVNO operations in the United States through a separate subsidiary; however, the acquisition of the Ridgeline licenses represents NTP's first entry into direct U.S. spectrum ownership. NTP intends to use the acquired Meridian Technologies-3 spectrum to complement its existing U.S. MVNO operations and to invest in network infrastructure in the license areas, with a particular focus on underserved rural and semi-urban markets in Nevada, eastern California, and southern Oregon.

An updated organizational chart depicting the complete ownership chain is attached hereto as Exhibit 1.

III. Response to Specific Information Requests

NWA addresses each of the Bureau's specific inquiries below, organized in the same order as presented in the Information Request.

A. Corporate Governance Structure of Northgate Telecommunications PLC

1. Board of Directors Composition. NTP maintains a unitary board of directors (the "Board") operating in accordance with the governance framework established by the United Kingdom Companies Act 2006 and the UK Corporate Governance Code (the "UK Code") as issued by the Financial Reporting Council. NTP has adopted and complies with the UK Code in its entirety, as described in NTP's most recent Annual Report and Accounts for fiscal year 2021.

As of the date of this response, the Board consists of eleven (11) directors, comprising three (3) executive directors and eight (8) non-executive directors, of whom six (6) are designated as independent non-executive directors within the meaning of the UK Code. The composition of the Board is as follows:

• Sir Geoffrey Langton, Chairman of the Board (Independent Non-Executive Director). Sir Geoffrey is a United Kingdom national and has served as Chairman since March 2019. He has no material business relationships with NTP other than his directorship. Sir Geoffrey previously served as a senior executive at Meridian Corporation and as a non-executive director at several FTSE 250 companies.

• Marcus Enfield, Chief Executive Officer (Executive Director). Mr. Enfield is a United Kingdom national and has served as CEO since January 2017. He has overall executive responsibility for NTP's global operations.

• Fiona Hartley, Chief Financial Officer (Executive Director). Ms. Hartley is a United Kingdom national and has served as CFO since September 2020.

• Rajesh Anand, Chief Technology Officer (Executive Director). Mr. Anand is a United Kingdom national and has served as CTO since June 2018.

• Dame Catherine Morley, Senior Independent Non-Executive Director. Dame Catherine is a United Kingdom national and serves as the Board's designated Senior Independent Director under the UK Code.

• Henrik Larsson, Independent Non-Executive Director. Mr. Larsson is a national of Sweden, a WTO member country.

• Dr. Isabelle Fournier, Independent Non-Executive Director. Dr. Fournier is a national of France, a WTO member country.

• William Chen, Independent Non-Executive Director. Mr. Chen is a national of Singapore, a WTO member country.

• Margaret O'Sullivan, Independent Non-Executive Director. Ms. O'Sullivan is a national of Ireland, a WTO member country.

• David Kimura, Non-Executive Director. Mr. Kimura is a national of the United Kingdom. He was nominated to the Board by Thornhill Asset Management LLP pursuant to its contractual right to nominate one non-executive director so long as its shareholding in NTP exceeds 7.5%.

• Lucia Bertelli, Non-Executive Director. Ms. Bertelli is a national of Italy, a WTO member country. She was nominated to the Board by Sovereign Capital Partners AG pursuant to its contractual right to nominate one non-executive director so long as its shareholding in NTP exceeds 5.0%.

NWA confirms that no director of NTP is a citizen or national of a country that is not a member of the World Trade Organization. NWA further confirms that no director of NTP holds any position with, or has any material relationship to, any foreign government, foreign government ministry, foreign military or intelligence service, or any entity that is owned or controlled by a foreign government or foreign state. A complete listing of NTP's current directors and officers, including nationalities, positions, and terms of service, is attached hereto as Exhibit 2.

The Board maintains the following standing committees, each of which is relevant to the Commission's inquiry regarding NTP's corporate governance safeguards:

• Audit Committee. Chaired by Dame Catherine Morley, Senior Independent Non-Executive Director, and consisting exclusively of independent non-executive directors. The Audit Committee oversees financial reporting, internal controls, and the external audit function.

• Nominations and Governance Committee. Chaired by Sir Geoffrey Langton, Chairman of the Board, and consisting predominantly of independent non-executive directors. The Nominations and Governance Committee is responsible for reviewing Board composition, identifying and recommending candidates for appointment to the Board, and overseeing NTP's corporate governance practices.

• Risk Committee. Chaired by Henrik Larsson, Independent Non-Executive Director, and consisting exclusively of non-executive directors. The Risk Committee oversees NTP's enterprise risk management framework, including regulatory compliance risks, cybersecurity risks, and geopolitical risks relevant to NTP's global operations.

2. Officers and Senior Management. The senior management of NTP and NWA includes the following individuals:

• Marcus Enfield, Chief Executive Officer, NTP. Mr. Enfield is a United Kingdom national and has overall responsibility for NTP's strategic direction and global operations.

• Priya Dasgupta, General Counsel, NTP. Ms. Dasgupta is a United Kingdom national and is responsible for NTP's legal affairs globally, including regulatory compliance, litigation, and transactional matters.

• Thomas Brennan, Senior Vice President, Regulatory Affairs, NTP. Mr. Brennan is a United Kingdom national and oversees NTP's regulatory strategy across all operating jurisdictions, including engagement with the FCC and other U.S. regulatory bodies.

• Claire Matsuda, Vice President, U.S. Operations, NWA. Ms. Matsuda is a United States citizen and is based at NWA's offices at 2200 Wilson Boulevard, Suite 1450, Arlington, VA 22201. Ms. Matsuda has been designated by NWA's board of directors as the individual with day-to-day management responsibility for NWA's U.S. operations, including all matters related to FCC license compliance, spectrum management, and coordination with U.S. law enforcement and national security agencies.

NWA confirms that the day-to-day management of U.S. operations and the proposed FCC licensee entity (NWA) will be directed by U.S.-based personnel, specifically Claire Matsuda, who reports to NTP's CEO but exercises operational autonomy with respect to U.S. regulatory compliance matters. A certification from Ms. Matsuda regarding her role and the structure of U.S.-based management is attached hereto as Exhibit 6.

A complete listing of the current directors and officers of NWA and NUS Holdings LLC is attached hereto as Exhibit 3.

3. Constitutional Documents. NTP's Articles of Association (the "Articles") do not grant any foreign government, foreign state-owned entity, sovereign wealth fund, or any other governmental body any special rights, privileges, or preferential treatment with respect to the governance or ownership of NTP. Specifically:

• No "golden share" or other governmental veto right exists with respect to NTP's share capital, governance, or strategic decisions.

• The Articles do not contain any provision that would permit any government or governmental entity to appoint or remove directors, corporate actions, or exercise any form of control over NTP's business that is not available to other shareholders on equal terms.

• NTP's Articles provide for one class of ordinary shares, with each ordinary share carrying one vote on all matters submitted to a vote of shareholders. There are no dual-class or weighted-voting structures in place.

NTP complies in full with the UK Corporate Governance Code, including the principles relating to board leadership, effectiveness, accountability, remuneration, and relations with shareholders. NTP has confirmed this compliance in its most recent Annual Report and Accounts, and there are no outstanding material departures from the UK Code.

Certified copies of the relevant excerpts of NTP's current Articles of Association, including provisions regarding share transfer restrictions, board appointment mechanisms, and any provisions relating to foreign ownership, are attached hereto as Exhibit 5.

B. Shareholder Register and Ownership Details

1. Significant Shareholders (as of the Most Recent Practicable Date). As of January 31, 2023, the most recent practicable date for which data is available, the following entities hold 3% or more of NTP's issued ordinary share capital:

The public float of approximately 78.9% (calculated as 100% minus the aggregate holdings of the three named shareholders above) is dispersed among numerous retail and institutional shareholders. To the best of NTP's knowledge, information, and belief, after reasonable inquiry, no single holder within the public float holds 5% or more of NTP's issued ordinary share capital as of the most recent practicable date. NTP has received no notifications under the UK Financial Conduct Authority's Disclosure Guidance and Transparency Rules from any shareholder in the public float that would indicate holdings at or above the 3% initial disclosure threshold, other than the three shareholders identified above.

NWA confirms that, to the best of its knowledge, no holder of NTP shares—whether among the named significant shareholders or within the public float—is a foreign government, a foreign government-controlled entity, a sovereign wealth fund, a foreign military or intelligence agency, or an entity organized in or controlled by citizens or nationals of a country that is not a member of the World Trade Organization.

A shareholder register excerpt confirming these holdings is attached hereto as Exhibit 4.

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

While Thornhill Asset Management LLP and Sovereign Capital Partners AG each hold the contractual right to nominate one non-executive director to NTP's Board (as described in Section III.A.1 above), these nomination rights are limited in scope and do not confer board representation rights in the traditional sense of appointing or controlling directors. The nominated directors serve at the pleasure of the Board and are subject to the same duties and obligations as all other directors under the Companies Act 2006 and the UK Corporate Governance Code. Importantly, neither Thornhill nor Sovereign Capital holds any veto power over any corporate action, strategic decision, or operational matter of NTP, NUS Holdings, or NWA. Dunmore Pension Trust holds no board nomination or representation rights of any kind.

All three named shareholders are passive, portfolio investors with no operational control over or management role at NTP, NUS Holdings, or NWA. None of the three shareholders provides operational services to NTP, nor do any of them exercise or seek to exercise day-to-day management authority over NTP's business.

3. WTO-Member-Country Analysis. The Commission's analysis under Section 310(b)(4) of the Communications Act focuses on whether indirect foreign ownership of a common carrier radio licensee exceeds the 25% statutory benchmark and, if so, whether the public interest would be served by granting specific approval for such foreign ownership. In conducting this analysis, the Commission applies a rebuttable presumption that indirect foreign ownership by entities organized in, or citizens of, WTO-member countries is consistent with the public interest, absent countervailing evidence. See Rules and Policies on Foreign Participation in the U.S. Telecommunications Market, Report and Order and Order on Reconsideration, 12 FCC Rcd 23891 (1997) (the "Foreign Participation Order"); see also Review of Foreign Ownership Policies for Broadcast, Common Carrier and Aeronautical Radio Licensees under Section 310(b)(4) of the Communications Act of 1934, as Amended, Second Report and Order, 28 FCC Rcd 5741 (2013) (the "2013 Foreign Ownership Order").

Under this framework, the following analysis applies:

• NTP (Ultimate Parent Entity): NTP is a public limited company incorporated in England and Wales, United Kingdom. The United Kingdom has been a member of the WTO since January 1, 1995, and is a signatory to the WTO Basic Telecommunications Agreement. The United Kingdom is also one of the United States' closest allies, with deep and longstanding defense, intelligence, law enforcement, and regulatory cooperation ties.

• Thornhill Asset Management LLP (9.7%): Organized as a limited liability partnership under the laws of England and Wales, United Kingdom. WTO member since January 1, 1995.

• Sovereign Capital Partners AG (6.3%): Organized as an Aktiengesellschaft under the laws of Switzerland. Switzerland has been a member of the WTO since July 1, 1995, and is a signatory to the WTO Basic Telecommunications Agreement.

• Dunmore Pension Trust (5.1%): Organized as a pension trust under the laws of England and Wales, United Kingdom. WTO member since January 1, 1995.

Accordingly, 100% of the indirect foreign ownership of NWA is attributable to NTP, a United Kingdom entity. All identified significant shareholders of NTP are organized in WTO-member countries. There is no ownership interest in NTP that is attributable to an entity organized in, or a citizen or national of, a non-WTO-member country. The entire foreign ownership chain thus falls squarely within the Commission's rebuttable presumption of public interest consistency for WTO-member-country ownership. See Foreign Participation Order, 12 FCC Rcd at 23946, ¶ 112; 2013 Foreign Ownership Order, 28 FCC Rcd at 5763, ¶ 38.

4. Mechanisms to Monitor and Report Ownership Changes. NTP, as a company whose shares are admitted to trading on the Main Market of the London Stock Exchange, is subject to the UK Financial Conduct Authority's Disclosure Guidance and Transparency Rules ("DTR"), specifically DTR 5. Under DTR 5, any person who acquires or disposes of shares in NTP such that their voting rights reach, exceed, or fall below the thresholds of 3%, 4%, 5%, and each 1% increment thereafter, is required to notify NTP within two trading days. NTP is in turn required to publicly disclose such notifications via a Regulatory Information Service. This disclosure regime provides a robust, real-time monitoring mechanism for changes in NTP's shareholder base.

In addition to the DTR disclosure framework, NTP commits to the following undertakings with respect to the monitoring and reporting of ownership changes:

• NTP will monitor its shareholder register on an ongoing basis and will promptly notify the FCC of any material change in foreign ownership that would affect the analysis under Section 310(b)(4), including any acquisition of 5% or more of NTP's shares by an entity organized in, or a citizen or national of, a non-WTO-member country, or by any foreign government or foreign government-controlled entity.

• NWA will include standard FCC-required compliance undertakings in the conditions of any declaratory ruling issued by the Commission, including the obligation to seek prior Commission approval before any foreign ownership change that would exceed the parameters of the specific approval granted by the Commission.

• NWA and NTP will maintain internal procedures to ensure that any proposed changes to the ownership chain between NTP and NWA (including the insertion of new intermediate entities, changes in equity interests, or reorganizations) are evaluated for FCC compliance before implementation.

C. Compliance with Section 310(b)(4) of the Communications Act

1. Legal Framework. Section 310(b)(4) of the Communications Act of 1934, as amended, 47 U.S.C. § 310(b)(4), provides that no common carrier or aeronautical radio station license shall be granted to or held by any corporation directly or indirectly controlled by another corporation of which more than one-fourth of the capital stock is owned of record or voted by aliens, their representatives, or by a foreign government or its representatives, or by any corporation organized under the laws of a foreign country, if the Commission finds that the public interest will be served by the refusal of such license.

Unlike Section 310(b)(3), which imposes a rigid 20% cap on direct foreign ownership of a licensee corporation, Section 310(b)(4) vests the Commission with discretion to approve indirect foreign ownership exceeding the 25% benchmark where the Commission determines that such approval serves the public interest. The Commission's 2013 Foreign Ownership Order, Second Report and Order, 28 FCC Rcd 5741 (2013), established a streamlined process by which applicants and licensees may seek specific approval for indirect foreign ownership exceeding 25% through the filing of a petition for declaratory ruling. The Commission's rules implementing this process are set forth at 47 C.F.R. § 1.990 et seq.

NTP's Petition for Declaratory Ruling, filed concurrently with the FCC Form 603 application on October 14, 2022, requests specific approval for up to and including 100% aggregate indirect foreign ownership of NWA by NTP, a public limited company organized under the laws of England and Wales, United Kingdom. The Petition further identifies and seeks specific approval for the indirect foreign ownership attributable to each of the significant shareholders of NTP—Thornhill Asset Management LLP (United Kingdom, 9.7%), Sovereign Capital Partners AG (Switzerland, 6.3%), and Dunmore Pension Trust (United Kingdom, 5.1%)—as well as for the aggregate indirect foreign ownership attributable to the publicly traded shares of NTP held by unnamed shareholders.

2. Public Interest Analysis. NWA respectfully submits that the grant of the Section 310(b)(4) Petition and the FCC Form 603 application will serve the public interest for the following reasons:

No National Security or Law Enforcement Concerns. NWA is not aware of any national security, law enforcement, foreign policy, or trade policy concern that would warrant denial or conditioning of the application. The proposed transaction has been referred to the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector (the "Committee"), established pursuant to Executive Order 13913 (April 4, 2020), for review. The Committee's review has been pending since approximately December 2022. As of the date of this response, no adverse findings, objections, or conditions have been communicated to NWA by the Committee, the U.S. Department of Justice, the U.S. Department of Homeland Security, the U.S. Department of Defense, or any other executive branch agency. NWA will promptly notify the Bureau of any communication received from the Committee or any executive branch agency regarding the application. A summary statement regarding the status of the Committee review is attached hereto as Exhibit 7.

Allied-Country Ownership. NTP is headquartered in the United Kingdom, which is one of the United States' closest and most longstanding allies. The United States and the United Kingdom maintain robust frameworks for mutual legal assistance, law enforcement cooperation, intelligence sharing (including through the Five Eyes alliance), and regulatory coordination in the telecommunications sector. The Commission has consistently recognized that foreign ownership by entities from allied WTO-member countries, and particularly from the United Kingdom, raises minimal, if any, public interest concerns under Section 310(b)(4). See, e.g., Tidewater Partners LLC Declaratory Ruling, 22 FCC Rcd 21033 (WTB 2007); Tidewater Corporation Declaratory Ruling, 16 FCC Rcd 19631 (2001).

Investment in U.S. Wireless Infrastructure. The proposed acquisition will facilitate significant new investment in U.S. wireless infrastructure, particularly in rural and semi-urban markets in Nevada, eastern California, and southern Oregon. These are areas where additional spectrum capacity and network investment are critically needed to bridge the digital divide and expand wireless broadband availability. NTP's substantial financial resources—with an approximate market capitalization of £4.8 billion and projected fiscal year 2022 revenue of £2.57 billion—demonstrate NTP's capacity and commitment to invest in spectrum deployment and network buildout in the license areas. NTP has represented that it intends to deploy 5G-capable network infrastructure across a significant portion of the license areas within five years of closing.

Competition and Consumer Benefits. The entry of NTP into the U.S. spectrum market through NWA will promote competition by introducing a well-capitalized new entrant to markets that are currently served by a limited number of facilities-based wireless carriers. Increased competition in these markets can be expected to result in lower prices, improved service quality, and expanded coverage for consumers.

3. NWA Corporate Governance Safeguards. To ensure that the U.S. licensee entity is managed in a manner consistent with U.S. regulatory requirements and national security interests, NWA has adopted the following corporate governance safeguards:

• NWA is incorporated in the State of Delaware and will maintain its principal U.S. office at 2200 Wilson Boulevard, Suite 1450, Arlington, VA 22201, for the duration of its tenure as an FCC licensee.

• NWA will be managed by U.S.-based officers, including Claire Matsuda, Vice President, U.S. Operations, who is a United States citizen. Ms. Matsuda has been granted authority over all day-to-day operational, regulatory, and compliance matters pertaining to NWA's FCC licenses.

• NWA will comply with all FCC rules and regulations applicable to Part 27 licensees, including all performance requirements, technical standards, and reporting obligations.

• NWA will maintain all records required by the FCC within the United States and will ensure that such records are readily accessible to the FCC upon request.

• NWA will cooperate fully and promptly with any lawful request for information, records, or assistance from the FCC, the U.S. Department of Justice, the Federal Bureau of Investigation, the U.S. Department of Homeland Security, or any other federal, state, or local law enforcement or national security agency.

• NWA will not permit any foreign government, foreign government-controlled entity, or representative thereof to exercise operational control over NWA's U.S. licensed operations or to access NWA's FCC-licensed facilities, subscriber data, or network infrastructure without lawful authorization.

IV. Supplemental Exhibits

In support of this response, NWA submits the following exhibits:

Exhibit 1: Updated organizational chart showing the complete ownership chain from Northgate Telecommunications PLC (England and Wales) → Northgate US Holdings LLC (Delaware) → Northgate Wireless Americas Inc. (Delaware), with the percentage ownership at each level (100% at each tier) and the jurisdiction of organization for each entity.

Exhibit 2: List of current directors and officers of Northgate Telecommunications PLC, including name, nationality, position, date of appointment, and current term of service for each individual.

Exhibit 3: List of current directors and officers of Northgate Wireless Americas Inc. and Northgate US Holdings LLC, including name, nationality, position, date of appointment, and current term of service for each individual.

Exhibit 4: Shareholder register excerpt for Northgate Telecommunications PLC as of January 31, 2023, showing all holders above the 3% disclosure threshold, including for each holder the country of organization or citizenship, percentage of issued ordinary share capital held, and nature of holding (passive/active).

Exhibit 5: Certified copies of the relevant excerpts of Northgate Telecommunications PLC's current Articles of Association, including provisions regarding share transfer restrictions, board appointment and removal mechanisms, shareholder voting rights, and any provisions relating to foreign ownership or governmental rights.

Exhibit 6: Certification of Claire Matsuda, Vice President, U.S. Operations, Northgate Wireless Americas Inc., regarding the structure of U.S.-based management, her authority over day-to-day operations, and NWA's commitment to comply with all applicable FCC requirements and to cooperate with U.S. law enforcement and national security agencies.

Exhibit 7: Status of Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector review (Executive Order 13913) — summary statement confirming that the application has been referred to the Committee for review and that no adverse findings, objections, or conditions have been communicated to NWA as of the date of this response.

V. Status of the Informal Objection

NWA respectfully reiterates that the informal objection filed on November 28, 2022 by Great Basin Rural Broadband Cooperative has been fully and comprehensively addressed in NWA's opposition filed on December 9, 2022. The informal objection raised concerns solely regarding foreign ownership under Section 310(b)(4) of the Communications Act, asserting in general terms that the Commission should scrutinize the proposed ownership structure before granting the application. Great Basin did not identify any specific national security concern, any ownership by a non-WTO-member-country entity, or any factual basis for concluding that the public interest would be served by denial of the application.

The concerns articulated in Great Basin's informal objection are squarely and completely addressed by the pending Section 310(b)(4) Petition, by NWA's opposition filed December 9, 2022, and by the additional detailed information provided in this response. As demonstrated above and in the accompanying exhibits, all foreign ownership of NWA is attributable to entities organized in WTO-member countries; no foreign government or foreign government-controlled entity holds any ownership interest in NTP or exercises any control over NTP, NUS Holdings, or NWA; and NTP's corporate governance structure includes robust safeguards to ensure that U.S. operations are managed by U.S.-based personnel in compliance with all applicable FCC requirements.

It is further noted that Great Basin did not file a formal Petition to Deny within the comment period, which closed on December 5, 2022. Great Basin's filing, submitted as an informal objection under 47 C.F.R. § 1.41, therefore does not carry the procedural weight of a formal petition to deny and does not require the Bureau to make any specific findings before acting on the application.

Accordingly, NWA respectfully requests that the Bureau dismiss or deny the informal objection filed by Great Basin Rural Broadband Cooperative in connection with its disposition of the FCC Form 603 application and the Section 310(b)(4) Petition.

VI. Request for Expeditious Action

NWA respectfully requests that the Bureau act expeditiously on both the FCC Form 603 application (File No. 0010287-EX) and the concurrently filed Section 310(b)(4) Petition for Declaratory Ruling. The FCC Form 603 application was filed on October 14, 2022, accepted for filing on October 28, 2022, and the public notice comment period closed on December 5, 2022—more than two months ago. No formal petitions to deny were filed. The sole informal objection has been fully opposed and addressed, both in NWA's December 9, 2022 opposition and in the detailed information provided herein.

NWA notes that the underlying Asset Purchase Agreement between Ridgeline Wireless Holdings LLC and NWA contains a Long-Stop Date (also referred to as an "outside date") currently set at March 15, 2023. While the parties are currently engaged in discussions regarding a potential extension of the Long-Stop Date, prompt action by the Bureau would greatly facilitate the timely closing of the transaction. Unnecessary delay in processing the application could jeopardize the transaction, resulting in the loss of an opportunity for significant new investment in U.S. wireless infrastructure in underserved markets.

NWA has made every effort to respond fully, promptly, and transparently to the Bureau's Information Request, and NWA is prepared to provide any additional information the Bureau may require on an expedited basis.

VII. Conclusion and Certifications

For the reasons set forth above and in the accompanying exhibits, NWA and its ultimate parent entity NTP have fully complied with the requirements of Section 310(b)(4) of the Communications Act and the Commission's rules and policies governing foreign ownership of common carrier radio licensees. All indirect foreign ownership of NWA is attributable to entities organized in WTO-member countries, specifically the United Kingdom and Switzerland. NTP's corporate governance structure provides robust safeguards to ensure that NWA's U.S. licensed operations will be managed by U.S.-based personnel, that all required records will be maintained within the United States, and that NWA will cooperate fully with the FCC, law enforcement, and national security agencies. No national security, law enforcement, foreign policy, or other public interest concern has been identified that would warrant denial or conditioning of the application.

The undersigned hereby certifies that the information provided in this response and the accompanying exhibits is true, complete, and accurate to the best of the undersigned's knowledge, information, and belief, formed after reasonable inquiry.

NWA respectfully requests that the Bureau grant the FCC Form 603 application (File No. 0010287-EX) for the assignment of the fourteen Meridian Technologies-3 (Band 66) licenses (Call Signs WQAB201 through WQAB214) from Ridgeline Wireless Holdings LLC to Northgate Wireless Americas Inc., and that the Bureau grant the Section 310(b)(4) Petition for Declaratory Ruling authorizing up to 100% aggregate indirect foreign ownership of NWA by NTP and its shareholders, subject to the standard conditions and undertakings described herein and in the Petition.

NWA remains available and willing to provide any additional information or documentation that the Bureau may require in connection with its review of the application and the Petition.

VIII. Signature block

Respectfully submitted,

BROADFIELD WHITAKER LLP

By: ________

Annette Galvez Partner Broadfield Whitaker LLP 1401 H Street NW, Suite 750 Washington, DC 20005 Telephone: (202) 554-8126

Email: agalvez@broadfieldwhitaker.com

Daniel Fong Senior Associate Broadfield Whitaker LLP 1401 H Street NW, Suite 750 Washington, DC 20005 Telephone: (202) 554-8143

Email: dfong@broadfieldwhitaker.com

Counsel for Northgate Wireless Americas Inc.

Prepared with input from:

Harold Wren Of Counsel, Communications & Regulatory Practice Group Calderwood & Harkness LLP 1875 K Street NW, Suite 600 Washington, DC 20006 Telephone: (202) 637-4400

Email: hwren@calderwoodharkness.com

Outside Counsel to Northgate Telecommunications PLC

February 10, 2023

IX. Certificate of Service

CERTIFICATE OF SERVICE

I, Daniel Fong, Senior Associate at Broadfield Whitaker LLP, hereby certify that on this 10th day of February, 2023, a true and correct copy of the foregoing Response to Information Request dated January 19, 2023, together with all exhibits attached thereto, was served upon the following parties by the method indicated:

Via Electronic Mail and First-Class U.S. Mail, Postage Prepaid:

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

Via First-Class U.S. Mail, Postage Prepaid:

Great Basin Rural Broadband Cooperative

Attn: General Counsel

P.O. Box 8540 Elko, NV 89803 (Informal Objector — served at address of record)

________________________________________

Daniel Fong Senior Associate Broadfield Whitaker LLP

Date: February 10, 2023

Shareholder	Jurisdiction of Organization	Percentage Ownership	Type of Holding	WTO Member
Thornhill Asset Management LLP	United Kingdom (England and Wales LLP)	9.7%	Passive, institutional investor	Yes
Sovereign Capital Partners AG	Switzerland (Aktiengesellschaft)	6.3%	Passive, institutional investor	Yes
Dunmore Pension Trust	United Kingdom (England and Wales pension trust)	5.1%	Passive, pension fund	Yes
Public float	Various / N/A	78.9%	Various, retail and institutional	See below

BROADFIELD WHITAKER LLP Telecommunications · Regulatory · Government Affairs 1401 H Street NW, Suite 750 Washington, DC 20005 Telephone: (202) 554-8100 Facsimile: (202) 554-8101 www.broadfieldwhitaker.com
February 10, 2023
Via Electronic Filing (ECFS) and Hand Delivery
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 from Ridgeline Wireless Holdings LLC to Northgate Wireless Americas Inc.; Response to Information Request dated January 19, 2023
Fourteen (14) Meridian Technologies-3 (Band 66) Licenses, Call Signs WQAB201 through WQAB214, Part 27 of the Commission's Rules (47 C.F.R. Part 27)
Dear Chief of the Wireless Telecommunications Bureau:
I. Introduction and Purpose
Broadfield Whitaker LLP, on behalf of the Applicant, Northgate Wireless Americas Inc. ("NWA"), a Delaware corporation (FCC Registration Number 7284619), respectfully submits this letter in response to the Bureau's letter dated January 19, 2023 (the "Information Request"), which requested additional information regarding the foreign ownership and corporate governance structure of NWA's ultimate parent entity, Northgate Telecommunications PLC ("NTP"), a public limited company incorporated in England and Wales. This response addresses each of the specific inquiries raised in the Information Request and provides supplemental documentary exhibits to facilitate the Bureau's review.
This matter arises from FCC Form 603, filed on October 14, 2022, seeking consent to the assignment of fourteen (14) Meridian Technologies-3 (Band 66) Part 27 Wireless Radio Service licenses from Ridgeline Wireless Holdings LLC ("Ridgeline" or the "Assignor") to NWA (the "Assignee"). Concurrently with the FCC Form 603 application, NWA filed a Petition for Declaratory Ruling pursuant to Section 310(b)(4) of the Communications Act of 1934, as amended, 47 U.S.C. § 310(b)(4), requesting the Commission's specific approval for indirect foreign ownership of NWA by NTP and NTP's shareholders (the "Petition" or the "Section 310(b)(4) Petition").
The FCC Form 603 application was accepted for filing on October 28, 2022. A public notice was issued on November 3, 2022, establishing a comment period that closed on December 5, 2022. No formal petitions to deny were filed during the comment period. One informal objection was filed on November 28, 2022 by Great Basin Rural Broadband Cooperative ("Great Basin"), alleging concerns regarding foreign ownership under Section 310(b)(4) of the Communications Act. NWA filed an opposition to the informal objection on December 9, 2022, demonstrating that the concerns raised therein are without merit and are fully addressed by the pending Section 310(b)(4) Petition and the materials submitted herewith.
This response has been prepared by Broadfield Whitaker LLP, serving as lead FCC regulatory counsel for NWA, with Annette Galvez, Partner, and Daniel Fong, Senior Associate, serving as the principal attorneys responsible for this filing. Additionally, this response has been prepared with substantial input from Harold Wren, Of Counsel, Communications & Regulatory Practice Group, Calderwood & Harkness LLP, 1875 K Street NW, Suite 600, Washington, DC 20006, who serves as outside counsel to NTP and has provided information and certifications regarding NTP's corporate governance, shareholder structure, and constitutional documents.
For the record, counsel for the Assignor, Ridgeline Wireless Holdings LLC, is Hargrove, Sato & Caldwell LLP, with Kevin Sato serving as lead partner. Hargrove, Sato & Caldwell LLP is located at 100 West Liberty Street, Suite 1200, Reno, NV 89501. Ridgeline has been consulted regarding the procedural status of the application and the substance of this response, and it does not object to any of the representations made herein.
NWA respectfully requests that the Bureau review this response and the accompanying exhibits and proceed to grant the FCC Form 603 application and the Section 310(b)(4) Petition at the earliest practicable date.
II. Summary of the Proposed Transaction and Ownership Structure
A. Transaction Overview
The proposed transaction involves the asset purchase of fourteen (14) FCC Wireless Radio Service licenses in the Advanced Wireless Services-3 ("Meridian Technologies-3") band, also known as Band 66, pursuant to Part 27 of the Commission's Rules, 47 C.F.R. Part 27. The licenses at issue cover Economic Areas ("EAs") spanning Nevada, eastern California, and southern Oregon. Together, the licenses encompass 39 MHz of paired spectrum (39 MHz uplink / 39 MHz downlink), representing a total of 78 MHz of paired bandwidth. The covered population across the fourteen license areas is approximately 3.84 million persons ("POPs"), based on 2020 U.S. Census data. The licenses are identified by Call Signs WQAB201 through WQAB214.
The Assignor, Ridgeline Wireless Holdings LLC, is a Nevada limited liability company (Nevada Secretary of State Entity No. E0428716302) with its principal office located at 450 South Virginia Street, Suite 800, Reno, NV 89501. Ridgeline was founded in 2014 by Garrett Nolan and currently provides wireless telecommunications services to approximately 142,000 subscriber accounts across Nevada and portions of eastern California. It is important to note that this transaction involves the transfer of the bare spectrum licenses only; Ridgeline will retain its operating business, including its existing subscriber base, network infrastructure, and commercial operations. No subscriber accounts, customer contracts, cell site leases, or operational assets are being transferred as part of this transaction.
The Assignee, Northgate Wireless Americas Inc. ("NWA"), is a Delaware corporation with its offices at 2200 Wilson Boulevard, Suite 1450, Arlington, VA 22201. NWA was formed specifically for the purpose of holding FCC licenses and conducting wireless telecommunications operations in the United States.
The Assignor and Assignee entered into an Asset Purchase Agreement (the "APA") on September 22, 2022. Pursuant to Section 3.1 of the APA, the aggregate purchase price for the fourteen licenses is $126,500,000, subject to customary closing adjustments. The closing of the transaction is conditioned upon, among other things, receipt of all necessary regulatory approvals, including the consent of the FCC to the assignment of the licenses and approval of the Section 310(b)(4) Petition.
B. Proposed Ownership Chain (Section 310(b)(4) Structure)
The proposed ownership structure of NWA, from the licensee level to the ultimate parent entity, is as follows:
Tier 1 — Licensee/Assignee: Northgate Wireless Americas Inc. ("NWA"), a corporation organized under the laws of the State of Delaware. NWA will hold the fourteen Meridian Technologies-3 (Band 66) licenses directly and will serve as the FCC licensee of record.
Tier 2 — Intermediate Holding Entity: Northgate US Holdings LLC ("NUS Holdings"), a limited liability company organized under the laws of the State of Delaware, formed on August 30, 2022. NUS Holdings owns 100% of the equity interests in NWA. NUS Holdings was formed as a single-purpose holding company to serve as the direct parent of NWA and to facilitate the corporate structure for NTP's U.S. operations.
Tier 3 — Ultimate Parent Entity: Northgate Telecommunications PLC ("NTP"), a public limited company incorporated in England and Wales under the United Kingdom Companies Act 2006, Companies House Registration Number 08473291. NTP owns 100% of the membership interests in NUS Holdings. NTP is therefore the indirect 100% owner of NWA.
NTP is publicly traded on the London Stock Exchange under the ticker symbol "NGTL." As of the third quarter of 2022, NTP's approximate market capitalization was £4.8 billion. NTP reported total revenue of £2.31 billion for fiscal year 2021 and projects total revenue of approximately £2.57 billion for fiscal year 2022, reflecting organic growth across its core business lines. NTP is headquartered at 14 Cavendish Square, London W1G 0BX, United Kingdom.
NTP operates mobile virtual network operator ("MVNO") platforms and enterprise software-as-a-service ("SaaS") platforms across the United Kingdom and Western Europe. NTP currently maintains MVNO operations in the United States through a separate subsidiary; however, the acquisition of the Ridgeline licenses represents NTP's first entry into direct U.S. spectrum ownership. NTP intends to use the acquired Meridian Technologies-3 spectrum to complement its existing U.S. MVNO operations and to invest in network infrastructure in the license areas, with a particular focus on underserved rural and semi-urban markets in Nevada, eastern California, and southern Oregon.
An updated organizational chart depicting the complete ownership chain is attached hereto as Exhibit 1.
III. Response to Specific Information Requests
NWA addresses each of the Bureau's specific inquiries below, organized in the same order as presented in the Information Request.
A. Corporate Governance Structure of Northgate Telecommunications PLC
1. Board of Directors Composition.  NTP maintains a unitary board of directors (the "Board") operating in accordance with the governance framework established by the United Kingdom Companies Act 2006 and the UK Corporate Governance Code (the "UK Code") as issued by the Financial Reporting Council. NTP has adopted and complies with the UK Code in its entirety, as described in NTP's most recent Annual Report and Accounts for fiscal year 2021.
As of the date of this response, the Board consists of eleven (11) directors, comprising three (3) executive directors and eight (8) non-executive directors, of whom six (6) are designated as independent non-executive directors within the meaning of the UK Code. The composition of the Board is as follows:
•  Sir Geoffrey Langton, Chairman of the Board (Independent Non-Executive Director). Sir Geoffrey is a United Kingdom national and has served as Chairman since March 2019. He has no material business relationships with NTP other than his directorship. Sir Geoffrey previously served as a senior executive at Meridian Corporation and as a non-executive director at several FTSE 250 companies.
•  Marcus Enfield, Chief Executive Officer (Executive Director). Mr. Enfield is a United Kingdom national and has served as CEO since January 2017. He has overall executive responsibility for NTP's global operations.
•  Fiona Hartley, Chief Financial Officer (Executive Director). Ms. Hartley is a United Kingdom national and has served as CFO since September 2020.
•  Rajesh Anand, Chief Technology Officer (Executive Director). Mr. Anand is a United Kingdom national and has served as CTO since June 2018.
•  Dame Catherine Morley, Senior Independent Non-Executive Director. Dame Catherine is a United Kingdom national and serves as the Board's designated Senior Independent Director under the UK Code.
•  Henrik Larsson, Independent Non-Executive Director. Mr. Larsson is a national of Sweden, a WTO member country.
•  Dr. Isabelle Fournier, Independent Non-Executive Director. Dr. Fournier is a national of France, a WTO member country.
•  William Chen, Independent Non-Executive Director. Mr. Chen is a national of Singapore, a WTO member country.
•  Margaret O'Sullivan, Independent Non-Executive Director. Ms. O'Sullivan is a national of Ireland, a WTO member country.
•  David Kimura, Non-Executive Director. Mr. Kimura is a national of the United Kingdom. He was nominated to the Board by Thornhill Asset Management LLP pursuant to its contractual right to nominate one non-executive director so long as its shareholding in NTP exceeds 7.5%.
•  Lucia Bertelli, Non-Executive Director. Ms. Bertelli is a national of Italy, a WTO member country. She was nominated to the Board by Sovereign Capital Partners AG pursuant to its contractual right to nominate one non-executive director so long as its shareholding in NTP exceeds 5.0%.
NWA confirms that no director of NTP is a citizen or national of a country that is not a member of the World Trade Organization. NWA further confirms that no director of NTP holds any position with, or has any material relationship to, any foreign government, foreign government ministry, foreign military or intelligence service, or any entity that is owned or controlled by a foreign government or foreign state. A complete listing of NTP's current directors and officers, including nationalities, positions, and terms of service, is attached hereto as Exhibit 2.
The Board maintains the following standing committees, each of which is relevant to the Commission's inquiry regarding NTP's corporate governance safeguards:
•  Audit Committee. Chaired by Dame Catherine Morley, Senior Independent Non-Executive Director, and consisting exclusively of independent non-executive directors. The Audit Committee oversees financial reporting, internal controls, and the external audit function.
•  Nominations and Governance Committee. Chaired by Sir Geoffrey Langton, Chairman of the Board, and consisting predominantly of independent non-executive directors. The Nominations and Governance Committee is responsible for reviewing Board composition, identifying and recommending candidates for appointment to the Board, and overseeing NTP's corporate governance practices.
•  Risk Committee. Chaired by Henrik Larsson, Independent Non-Executive Director, and consisting exclusively of non-executive directors. The Risk Committee oversees NTP's enterprise risk management framework, including regulatory compliance risks, cybersecurity risks, and geopolitical risks relevant to NTP's global operations.
2. Officers and Senior Management.  The senior management of NTP and NWA includes the following individuals:
•  Marcus Enfield, Chief Executive Officer, NTP. Mr. Enfield is a United Kingdom national and has overall responsibility for NTP's strategic direction and global operations.
•  Priya Dasgupta, General Counsel, NTP. Ms. Dasgupta is a United Kingdom national and is responsible for NTP's legal affairs globally, including regulatory compliance, litigation, and transactional matters.
•  Thomas Brennan, Senior Vice President, Regulatory Affairs, NTP. Mr. Brennan is a United Kingdom national and oversees NTP's regulatory strategy across all operating jurisdictions, including engagement with the FCC and other U.S. regulatory bodies.
•  Claire Matsuda, Vice President, U.S. Operations, NWA. Ms. Matsuda is a United States citizen and is based at NWA's offices at 2200 Wilson Boulevard, Suite 1450, Arlington, VA 22201. Ms. Matsuda has been designated by NWA's board of directors as the individual with day-to-day management responsibility for NWA's U.S. operations, including all matters related to FCC license compliance, spectrum management, and coordination with U.S. law enforcement and national security agencies.
NWA confirms that the day-to-day management of U.S. operations and the proposed FCC licensee entity (NWA) will be directed by U.S.-based personnel, specifically Claire Matsuda, who reports to NTP's CEO but exercises operational autonomy with respect to U.S. regulatory compliance matters. A certification from Ms. Matsuda regarding her role and the structure of U.S.-based management is attached hereto as Exhibit 6.
A complete listing of the current directors and officers of NWA and NUS Holdings LLC is attached hereto as Exhibit 3.
3. Constitutional Documents.  NTP's Articles of Association (the "Articles") do not grant any foreign government, foreign state-owned entity, sovereign wealth fund, or any other governmental body any special rights, privileges, or preferential treatment with respect to the governance or ownership of NTP. Specifically:
•  No "golden share" or other governmental veto right exists with respect to NTP's share capital, governance, or strategic decisions.
•  The Articles do not contain any provision that would permit any government or governmental entity to appoint or remove directors, corporate actions, or exercise any form of control over NTP's business that is not available to other shareholders on equal terms.
•  NTP's Articles provide for one class of ordinary shares, with each ordinary share carrying one vote on all matters submitted to a vote of shareholders. There are no dual-class or weighted-voting structures in place.
NTP complies in full with the UK Corporate Governance Code, including the principles relating to board leadership, effectiveness, accountability, remuneration, and relations with shareholders. NTP has confirmed this compliance in its most recent Annual Report and Accounts, and there are no outstanding material departures from the UK Code.
Certified copies of the relevant excerpts of NTP's current Articles of Association, including provisions regarding share transfer restrictions, board appointment mechanisms, and any provisions relating to foreign ownership, are attached hereto as Exhibit 5.
B. Shareholder Register and Ownership Details
1. Significant Shareholders (as of the Most Recent Practicable Date).  As of January 31, 2023, the most recent practicable date for which data is available, the following entities hold 3% or more of NTP's issued ordinary share capital:
The public float of approximately 78.9% (calculated as 100% minus the aggregate holdings of the three named shareholders above) is dispersed among numerous retail and institutional shareholders. To the best of NTP's knowledge, information, and belief, after reasonable inquiry, no single holder within the public float holds 5% or more of NTP's issued ordinary share capital as of the most recent practicable date. NTP has received no notifications under the UK Financial Conduct Authority's Disclosure Guidance and Transparency Rules from any shareholder in the public float that would indicate holdings at or above the 3% initial disclosure threshold, other than the three shareholders identified above.
NWA confirms that, to the best of its knowledge, no holder of NTP shares—whether among the named significant shareholders or within the public float—is a foreign government, a foreign government-controlled entity, a sovereign wealth fund, a foreign military or intelligence agency, or an entity organized in or controlled by citizens or nationals of a country that is not a member of the World Trade Organization.
A shareholder register excerpt confirming these holdings is attached hereto as Exhibit 4.
2. Nature of Shareholdings.  All three named significant shareholders—Thornhill Asset Management LLP, Sovereign Capital Partners AG, and Dunmore Pension Trust—hold ordinary shares of NTP carrying standard voting rights (one vote per share) and standard economic rights (pro rata participation in dividends and distributions). There are no special classes of stock, preferential voting arrangements, super-voting rights, conversion rights, or other non-standard equity features applicable to any shareholder of NTP.
While Thornhill Asset Management LLP and Sovereign Capital Partners AG each hold the contractual right to nominate one non-executive director to NTP's Board (as described in Section III.A.1 above), these nomination rights are limited in scope and do not confer board representation rights in the traditional sense of appointing or controlling directors. The nominated directors serve at the pleasure of the Board and are subject to the same duties and obligations as all other directors under the Companies Act 2006 and the UK Corporate Governance Code. Importantly, neither Thornhill nor Sovereign Capital holds any veto power over any corporate action, strategic decision, or operational matter of NTP, NUS Holdings, or NWA. Dunmore Pension Trust holds no board nomination or representation rights of any kind.
All three named shareholders are passive, portfolio investors with no operational control over or management role at NTP, NUS Holdings, or NWA. None of the three shareholders provides operational services to NTP, nor do any of them exercise or seek to exercise day-to-day management authority over NTP's business.
3. WTO-Member-Country Analysis.  The Commission's analysis under Section 310(b)(4) of the Communications Act focuses on whether indirect foreign ownership of a common carrier radio licensee exceeds the 25% statutory benchmark and, if so, whether the public interest would be served by granting specific approval for such foreign ownership. In conducting this analysis, the Commission applies a rebuttable presumption that indirect foreign ownership by entities organized in, or citizens of, WTO-member countries is consistent with the public interest, absent countervailing evidence. See Rules and Policies on Foreign Participation in the U.S. Telecommunications Market, Report and Order and Order on Reconsideration, 12 FCC Rcd 23891 (1997) (the "Foreign Participation Order"); see also Review of Foreign Ownership Policies for Broadcast, Common Carrier and Aeronautical Radio Licensees under Section 310(b)(4) of the Communications Act of 1934, as Amended, Second Report and Order, 28 FCC Rcd 5741 (2013) (the "2013 Foreign Ownership Order").
Under this framework, the following analysis applies:
•  NTP (Ultimate Parent Entity): NTP is a public limited company incorporated in England and Wales, United Kingdom. The United Kingdom has been a member of the WTO since January 1, 1995, and is a signatory to the WTO Basic Telecommunications Agreement. The United Kingdom is also one of the United States' closest allies, with deep and longstanding defense, intelligence, law enforcement, and regulatory cooperation ties.
•  Thornhill Asset Management LLP (9.7%): Organized as a limited liability partnership under the laws of England and Wales, United Kingdom. WTO member since January 1, 1995.
•  Sovereign Capital Partners AG (6.3%): Organized as an Aktiengesellschaft under the laws of Switzerland. Switzerland has been a member of the WTO since July 1, 1995, and is a signatory to the WTO Basic Telecommunications Agreement.
•  Dunmore Pension Trust (5.1%): Organized as a pension trust under the laws of England and Wales, United Kingdom. WTO member since January 1, 1995.
Accordingly, 100% of the indirect foreign ownership of NWA is attributable to NTP, a United Kingdom entity. All identified significant shareholders of NTP are organized in WTO-member countries. There is no ownership interest in NTP that is attributable to an entity organized in, or a citizen or national of, a non-WTO-member country. The entire foreign ownership chain thus falls squarely within the Commission's rebuttable presumption of public interest consistency for WTO-member-country ownership. See Foreign Participation Order, 12 FCC Rcd at 23946, ¶ 112; 2013 Foreign Ownership Order, 28 FCC Rcd at 5763, ¶ 38.
4. Mechanisms to Monitor and Report Ownership Changes.  NTP, as a company whose shares are admitted to trading on the Main Market of the London Stock Exchange, is subject to the UK Financial Conduct Authority's Disclosure Guidance and Transparency Rules ("DTR"), specifically DTR 5. Under DTR 5, any person who acquires or disposes of shares in NTP such that their voting rights reach, exceed, or fall below the thresholds of 3%, 4%, 5%, and each 1% increment thereafter, is required to notify NTP within two trading days. NTP is in turn required to publicly disclose such notifications via a Regulatory Information Service. This disclosure regime provides a robust, real-time monitoring mechanism for changes in NTP's shareholder base.
In addition to the DTR disclosure framework, NTP commits to the following undertakings with respect to the monitoring and reporting of ownership changes:
•  NTP will monitor its shareholder register on an ongoing basis and will promptly notify the FCC of any material change in foreign ownership that would affect the analysis under Section 310(b)(4), including any acquisition of 5% or more of NTP's shares by an entity organized in, or a citizen or national of, a non-WTO-member country, or by any foreign government or foreign government-controlled entity.
•  NWA will include standard FCC-required compliance undertakings in the conditions of any declaratory ruling issued by the Commission, including the obligation to seek prior Commission approval before any foreign ownership change that would exceed the parameters of the specific approval granted by the Commission.
•  NWA and NTP will maintain internal procedures to ensure that any proposed changes to the ownership chain between NTP and NWA (including the insertion of new intermediate entities, changes in equity interests, or reorganizations) are evaluated for FCC compliance before implementation.
C. Compliance with Section 310(b)(4) of the Communications Act
1. Legal Framework.  Section 310(b)(4) of the Communications Act of 1934, as amended, 47 U.S.C. § 310(b)(4), provides that no common carrier or aeronautical radio station license shall be granted to or held by any corporation directly or indirectly controlled by another corporation of which more than one-fourth of the capital stock is owned of record or voted by aliens, their representatives, or by a foreign government or its representatives, or by any corporation organized under the laws of a foreign country, if the Commission finds that the public interest will be served by the refusal of such license.
Unlike Section 310(b)(3), which imposes a rigid 20% cap on direct foreign ownership of a licensee corporation, Section 310(b)(4) vests the Commission with discretion to approve indirect foreign ownership exceeding the 25% benchmark where the Commission determines that such approval serves the public interest. The Commission's 2013 Foreign Ownership Order, Second Report and Order, 28 FCC Rcd 5741 (2013), established a streamlined process by which applicants and licensees may seek specific approval for indirect foreign ownership exceeding 25% through the filing of a petition for declaratory ruling. The Commission's rules implementing this process are set forth at 47 C.F.R. § 1.990 et seq.
NTP's Petition for Declaratory Ruling, filed concurrently with the FCC Form 603 application on October 14, 2022, requests specific approval for up to and including 100% aggregate indirect foreign ownership of NWA by NTP, a public limited company organized under the laws of England and Wales, United Kingdom. The Petition further identifies and seeks specific approval for the indirect foreign ownership attributable to each of the significant shareholders of NTP—Thornhill Asset Management LLP (United Kingdom, 9.7%), Sovereign Capital Partners AG (Switzerland, 6.3%), and Dunmore Pension Trust (United Kingdom, 5.1%)—as well as for the aggregate indirect foreign ownership attributable to the publicly traded shares of NTP held by unnamed shareholders.
2. Public Interest Analysis.  NWA respectfully submits that the grant of the Section 310(b)(4) Petition and the FCC Form 603 application will serve the public interest for the following reasons:
No National Security or Law Enforcement Concerns. NWA is not aware of any national security, law enforcement, foreign policy, or trade policy concern that would warrant denial or conditioning of the application. The proposed transaction has been referred to the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector (the "Committee"), established pursuant to Executive Order 13913 (April 4, 2020), for review. The Committee's review has been pending since approximately December 2022. As of the date of this response, no adverse findings, objections, or conditions have been communicated to NWA by the Committee, the U.S. Department of Justice, the U.S. Department of Homeland Security, the U.S. Department of Defense, or any other executive branch agency. NWA will promptly notify the Bureau of any communication received from the Committee or any executive branch agency regarding the application. A summary statement regarding the status of the Committee review is attached hereto as Exhibit 7.
Allied-Country Ownership. NTP is headquartered in the United Kingdom, which is one of the United States' closest and most longstanding allies. The United States and the United Kingdom maintain robust frameworks for mutual legal assistance, law enforcement cooperation, intelligence sharing (including through the Five Eyes alliance), and regulatory coordination in the telecommunications sector. The Commission has consistently recognized that foreign ownership by entities from allied WTO-member countries, and particularly from the United Kingdom, raises minimal, if any, public interest concerns under Section 310(b)(4). See, e.g., Tidewater Partners LLC Declaratory Ruling, 22 FCC Rcd 21033 (WTB 2007); Tidewater Corporation Declaratory Ruling, 16 FCC Rcd 19631 (2001).
Investment in U.S. Wireless Infrastructure. The proposed acquisition will facilitate significant new investment in U.S. wireless infrastructure, particularly in rural and semi-urban markets in Nevada, eastern California, and southern Oregon. These are areas where additional spectrum capacity and network investment are critically needed to bridge the digital divide and expand wireless broadband availability. NTP's substantial financial resources—with an approximate market capitalization of £4.8 billion and projected fiscal year 2022 revenue of £2.57 billion—demonstrate NTP's capacity and commitment to invest in spectrum deployment and network buildout in the license areas. NTP has represented that it intends to deploy 5G-capable network infrastructure across a significant portion of the license areas within five years of closing.
Competition and Consumer Benefits. The entry of NTP into the U.S. spectrum market through NWA will promote competition by introducing a well-capitalized new entrant to markets that are currently served by a limited number of facilities-based wireless carriers. Increased competition in these markets can be expected to result in lower prices, improved service quality, and expanded coverage for consumers.
3. NWA Corporate Governance Safeguards.  To ensure that the U.S. licensee entity is managed in a manner consistent with U.S. regulatory requirements and national security interests, NWA has adopted the following corporate governance safeguards:
•  NWA is incorporated in the State of Delaware and will maintain its principal U.S. office at 2200 Wilson Boulevard, Suite 1450, Arlington, VA 22201, for the duration of its tenure as an FCC licensee.
•  NWA will be managed by U.S.-based officers, including Claire Matsuda, Vice President, U.S. Operations, who is a United States citizen. Ms. Matsuda has been granted authority over all day-to-day operational, regulatory, and compliance matters pertaining to NWA's FCC licenses.
•  NWA will comply with all FCC rules and regulations applicable to Part 27 licensees, including all performance requirements, technical standards, and reporting obligations.
•  NWA will maintain all records required by the FCC within the United States and will ensure that such records are readily accessible to the FCC upon request.
•  NWA will cooperate fully and promptly with any lawful request for information, records, or assistance from the FCC, the U.S. Department of Justice, the Federal Bureau of Investigation, the U.S. Department of Homeland Security, or any other federal, state, or local law enforcement or national security agency.
•  NWA will not permit any foreign government, foreign government-controlled entity, or representative thereof to exercise operational control over NWA's U.S. licensed operations or to access NWA's FCC-licensed facilities, subscriber data, or network infrastructure without lawful authorization.
IV. Supplemental Exhibits
In support of this response, NWA submits the following exhibits:
Exhibit 1: Updated organizational chart showing the complete ownership chain from Northgate Telecommunications PLC (England and Wales) → Northgate US Holdings LLC (Delaware) → Northgate Wireless Americas Inc. (Delaware), with the percentage ownership at each level (100% at each tier) and the jurisdiction of organization for each entity.
Exhibit 2: List of current directors and officers of Northgate Telecommunications PLC, including name, nationality, position, date of appointment, and current term of service for each individual.
Exhibit 3: List of current directors and officers of Northgate Wireless Americas Inc. and Northgate US Holdings LLC, including name, nationality, position, date of appointment, and current term of service for each individual.
Exhibit 4: Shareholder register excerpt for Northgate Telecommunications PLC as of January 31, 2023, showing all holders above the 3% disclosure threshold, including for each holder the country of organization or citizenship, percentage of issued ordinary share capital held, and nature of holding (passive/active).
Exhibit 5: Certified copies of the relevant excerpts of Northgate Telecommunications PLC's current Articles of Association, including provisions regarding share transfer restrictions, board appointment and removal mechanisms, shareholder voting rights, and any provisions relating to foreign ownership or governmental rights.
Exhibit 6: Certification of Claire Matsuda, Vice President, U.S. Operations, Northgate Wireless Americas Inc., regarding the structure of U.S.-based management, her authority over day-to-day operations, and NWA's commitment to comply with all applicable FCC requirements and to cooperate with U.S. law enforcement and national security agencies.
Exhibit 7: Status of Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector review (Executive Order 13913) — summary statement confirming that the application has been referred to the Committee for review and that no adverse findings, objections, or conditions have been communicated to NWA as of the date of this response.
V. Status of the Informal Objection
NWA respectfully reiterates that the informal objection filed on November 28, 2022 by Great Basin Rural Broadband Cooperative has been fully and comprehensively addressed in NWA's opposition filed on December 9, 2022. The informal objection raised concerns solely regarding foreign ownership under Section 310(b)(4) of the Communications Act, asserting in general terms that the Commission should scrutinize the proposed ownership structure before granting the application. Great Basin did not identify any specific national security concern, any ownership by a non-WTO-member-country entity, or any factual basis for concluding that the public interest would be served by denial of the application.
The concerns articulated in Great Basin's informal objection are squarely and completely addressed by the pending Section 310(b)(4) Petition, by NWA's opposition filed December 9, 2022, and by the additional detailed information provided in this response. As demonstrated above and in the accompanying exhibits, all foreign ownership of NWA is attributable to entities organized in WTO-member countries; no foreign government or foreign government-controlled entity holds any ownership interest in NTP or exercises any control over NTP, NUS Holdings, or NWA; and NTP's corporate governance structure includes robust safeguards to ensure that U.S. operations are managed by U.S.-based personnel in compliance with all applicable FCC requirements.
It is further noted that Great Basin did not file a formal Petition to Deny within the comment period, which closed on December 5, 2022. Great Basin's filing, submitted as an informal objection under 47 C.F.R. § 1.41, therefore does not carry the procedural weight of a formal petition to deny and does not require the Bureau to make any specific findings before acting on the application.
Accordingly, NWA respectfully requests that the Bureau dismiss or deny the informal objection filed by Great Basin Rural Broadband Cooperative in connection with its disposition of the FCC Form 603 application and the Section 310(b)(4) Petition.
VI. Request for Expeditious Action
NWA respectfully requests that the Bureau act expeditiously on both the FCC Form 603 application (File No. 0010287-EX) and the concurrently filed Section 310(b)(4) Petition for Declaratory Ruling. The FCC Form 603 application was filed on October 14, 2022, accepted for filing on October 28, 2022, and the public notice comment period closed on December 5, 2022—more than two months ago. No formal petitions to deny were filed. The sole informal objection has been fully opposed and addressed, both in NWA's December 9, 2022 opposition and in the detailed information provided herein.
NWA notes that the underlying Asset Purchase Agreement between Ridgeline Wireless Holdings LLC and NWA contains a Long-Stop Date (also referred to as an "outside date") currently set at March 15, 2023. While the parties are currently engaged in discussions regarding a potential extension of the Long-Stop Date, prompt action by the Bureau would greatly facilitate the timely closing of the transaction. Unnecessary delay in processing the application could jeopardize the transaction, resulting in the loss of an opportunity for significant new investment in U.S. wireless infrastructure in underserved markets.
NWA has made every effort to respond fully, promptly, and transparently to the Bureau's Information Request, and NWA is prepared to provide any additional information the Bureau may require on an expedited basis.
VII. Conclusion and Certifications
For the reasons set forth above and in the accompanying exhibits, NWA and its ultimate parent entity NTP have fully complied with the requirements of Section 310(b)(4) of the Communications Act and the Commission's rules and policies governing foreign ownership of common carrier radio licensees. All indirect foreign ownership of NWA is attributable to entities organized in WTO-member countries, specifically the United Kingdom and Switzerland. NTP's corporate governance structure provides robust safeguards to ensure that NWA's U.S. licensed operations will be managed by U.S.-based personnel, that all required records will be maintained within the United States, and that NWA will cooperate fully with the FCC, law enforcement, and national security agencies. No national security, law enforcement, foreign policy, or other public interest concern has been identified that would warrant denial or conditioning of the application.
The undersigned hereby certifies that the information provided in this response and the accompanying exhibits is true, complete, and accurate to the best of the undersigned's knowledge, information, and belief, formed after reasonable inquiry.
NWA respectfully requests that the Bureau grant the FCC Form 603 application (File No. 0010287-EX) for the assignment of the fourteen Meridian Technologies-3 (Band 66) licenses (Call Signs WQAB201 through WQAB214) from Ridgeline Wireless Holdings LLC to Northgate Wireless Americas Inc., and that the Bureau grant the Section 310(b)(4) Petition for Declaratory Ruling authorizing up to 100% aggregate indirect foreign ownership of NWA by NTP and its shareholders, subject to the standard conditions and undertakings described herein and in the Petition.
NWA remains available and willing to provide any additional information or documentation that the Bureau may require in connection with its review of the application and the Petition.
VIII. Signature block
Respectfully submitted,
BROADFIELD WHITAKER LLP
By: ________
Annette Galvez Partner Broadfield Whitaker LLP 1401 H Street NW, Suite 750 Washington, DC 20005 Telephone: (202) 554-8126
Email: agalvez@broadfieldwhitaker.com
Daniel Fong Senior Associate Broadfield Whitaker LLP 1401 H Street NW, Suite 750 Washington, DC 20005 Telephone: (202) 554-8143
Email: dfong@broadfieldwhitaker.com
Counsel for Northgate Wireless Americas Inc.
Prepared with input from:
Harold Wren Of Counsel, Communications & Regulatory Practice Group Calderwood & Harkness LLP 1875 K Street NW, Suite 600 Washington, DC 20006 Telephone: (202) 637-4400
Email: hwren@calderwoodharkness.com
Outside Counsel to Northgate Telecommunications PLC
February 10, 2023
IX. Certificate of Service
CERTIFICATE OF SERVICE
I, Daniel Fong, Senior Associate at Broadfield Whitaker LLP, hereby certify that on this 10th day of February, 2023, a true and correct copy of the foregoing Response to Information Request dated January 19, 2023, together with all exhibits attached thereto, was served upon the following parties by the method indicated:
Via Electronic Mail and First-Class U.S. Mail, Postage Prepaid:
Kevin Sato, Esq. Hargrove, Sato & Caldwell LLP 100 West Liberty Street, Suite 1200 Reno, NV 89501 Counsel for Ridgeline Wireless Holdings LLC (Assignor)
Via First-Class U.S. Mail, Postage Prepaid:
Great Basin Rural Broadband Cooperative
Attn: General Counsel
P.O. Box 8540 Elko, NV 89803 (Informal Objector — served at address of record)
________________________________________
Daniel Fong Senior Associate Broadfield Whitaker LLP
Date: February 10, 2023
Shareholder | Jurisdiction of Organization | Percentage Ownership | Type of Holding | WTO Member
Thornhill Asset Management LLP | United Kingdom (England and Wales LLP) | 9.7% | Passive, institutional investor | Yes
Sovereign Capital Partners AG | Switzerland (Aktiengesellschaft) | 6.3% | Passive, institutional investor | Yes
Dunmore Pension Trust | United Kingdom (England and Wales pension trust) | 5.1% | Passive, pension fund | Yes
Public float | Various / N/A | 78.9% | Various, retail and institutional | See below

BROADFIELD WHITAKER LLP

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