1022-00003 · Northgate Telecommunications PLC · Closing

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 12, 2023

Commission File Number: ___-_______

CIK Number: 0001847263

NORTHGATE TELECOMMUNICATIONS PLC

(Exact name of registrant as specified in its charter)

45 Broadwick Street London W1F 0DB, United Kingdom (Address of principal executive offices, including zip code)

+44 (0)20 ____-____ (Registrant's telephone number, including area code)

Not applicable (Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

INTRODUCTORY NOTE

On June 12, 2023, Northgate Telecommunications PLC, a Delaware corporation ("Northgate" or the "Company"), entered into a Cooperation Agreement (the "Cooperation Agreement") with Greystone Capital Partners LP ("Greystone"), a Delaware limited partnership. As described in more detail under Item 1.01 below, the Cooperation Agreement provides for, among other things, the appointment of Catherine "Kate" Sinclair-Moreau to the Company's Board of Directors (the "Board"), the expansion of the Board from 11 to 12 directors, certain standstill commitments by Greystone, certain obligations of the Company, mutual non-disparagement provisions, and related matters.

Greystone, together with its general partner, Greystone Capital Management LLC, a Delaware limited liability company, beneficially owns approximately 28,016,000 shares of common stock of the Company, representing approximately 6.8% of the 412,000,000 shares of common stock of the Company outstanding as of the date of the Cooperation Agreement. Greystone filed a Schedule 13D with the Securities and Exchange Commission (the "SEC") on February 14, 2023, reporting its beneficial ownership of shares of the Company's common stock and its intention to engage with the Company's Board and management regarding, among other things, capital allocation, operational improvements, and Board composition. Greystone subsequently amended its Schedule 13D filing to reflect changes in its beneficial ownership position and its plans and proposals with respect to the Company.

The following discussion under Items 1.01, 5.02, and 9.01 of this Current Report on Form 8-K describes the material terms of the Cooperation Agreement and the transactions contemplated thereby.

ITEM 1.01 — ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Overview of the Cooperation Agreement

On June 12, 2023, the Company entered into a Cooperation Agreement with Greystone Capital Partners LP. The Cooperation Agreement was entered into following a period of engagement between the Company and Greystone that commenced when Greystone transmitted a public letter to the Board, dated February 22, 2023, in which Greystone outlined certain proposals related to the Company's capital allocation strategy, operational efficiency, Board composition, and a potential strategic review of certain business lines. In that public letter, Greystone expressed its view that the Company's common stock was materially undervalued relative to the intrinsic value of the Company's business segments and that meaningful steps could be taken to unlock shareholder value.

Following the publication of Greystone's public letter, the Company's Board formed a special committee of independent directors to evaluate Greystone's proposals and to oversee any discussions or negotiations with Greystone. On March 8, 2023, Greystone filed an advance notice of intent to nominate directors for election at the Company's 2023 Annual General Meeting of Shareholders, which is currently scheduled to be held on July 12, 2023 (the "2023 Annual General Meeting"). In its advance notice, Greystone nominated two individuals for election to the Board: (i) Catherine "Kate" Sinclair-Moreau, age 48, former Chief Operating Officer of Ridgeline Networks Inc., and (ii) marshall Henning, age 55, former Chief Financial Officer of Lakeshore Broadband Corp.

Private negotiations between the parties commenced on March 15, 2023, and were conducted over the ensuing approximately three months. These negotiations addressed, among other matters, Board composition, governance commitments, standstill provisions, the scope and timing of a potential strategic review, and the terms of mutual non-disparagement and confidentiality obligations. The Cooperation Agreement reflects the outcome of those negotiations and was executed by the parties on June 12, 2023.

Board Expansion and Director Appointment

Pursuant to the terms of the Cooperation Agreement, the Board has been expanded from 11 to 12 directors, effective as of the execution date of the Cooperation Agreement, June 12, 2023. In connection with this expansion, Catherine "Kate" Sinclair-Moreau, age 48, has been appointed to the Board as a Class II director, with a term expiring at the Company's 2025 Annual General Meeting of Shareholders (the "2025 Annual General Meeting"). Ms. Sinclair-Moreau has also been appointed to the Technology & Strategy Committee of the Board, effective as of the date of her appointment.

Ms. Sinclair-Moreau was designated by Greystone as its nominee for appointment to the Board pursuant to the Cooperation Agreement. Additional biographical information regarding Ms. Sinclair-Moreau, including information required to be disclosed pursuant to Item 5.02 of Form 8-K and Item 401 of Regulation S-K, is set forth under Item 5.02 of this Current Report on Form 8-K.

Withdrawal of Second Nominee

Concurrently with the execution of the Cooperation Agreement, Greystone withdrew its nomination of marshall Henning, age 55, formerly the Chief Financial Officer of Lakeshore Broadband Corp., as a nominee for election to the Board at the 2023 Annual General Meeting. As a result of such withdrawal, Greystone will not be soliciting proxies or otherwise seeking the election of Mr. Henning or any other nominee at the 2023 Annual General Meeting, and any related soliciting materials previously filed or otherwise distributed by Greystone in connection with its director nominations are no longer operative.

Standstill Provisions — Greystone Obligations

The Cooperation Agreement provides for a standstill period (the "Standstill Period") commencing on the date of execution of the Cooperation Agreement, June 12, 2023, and ending on the date that is 30 calendar days prior to the advance notice deadline for the Company's 2025 Annual General Meeting (or such earlier date as the Standstill Period may be terminated in accordance with the terms of the Cooperation Agreement as described below under "Termination").

During the Standstill Period, Greystone has agreed, and has agreed to cause its controlled affiliates, associates, and any persons acting in concert with Greystone to agree, to certain restrictions, including, without limitation, the following:

(a) Ownership Limitation. Greystone shall not, and shall cause its controlled affiliates not to, acquire, offer or agree to acquire, or encourage any other person to acquire, beneficial ownership (as determined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of shares of common stock of the Company (or rights, options, warrants, or other securities convertible into or exercisable for shares of common stock) that would result in Greystone and its controlled affiliates beneficially owning, in the aggregate, more than 9.9% of the Company's outstanding shares of common stock, which, based on the 412,000,000 shares of common stock outstanding as of the date of the Cooperation Agreement, is equivalent to approximately 40,788,000 shares.

(b) No Proxy Solicitations. Greystone shall not, directly or indirectly, (i) engage in, or participate in, any solicitation of proxies or written consents of shareholders of the Company, (ii) conduct any "vote no" or "withhold" campaign or similar campaign with respect to any matter submitted to a vote of the Company's shareholders, or (iii) seek or encourage any other person to do any of the foregoing.

(c) No Special Meetings. Greystone shall not, directly or indirectly, seek to call or request the calling of, or seek to effect, any special meeting of shareholders of the Company, or take any action to seek to have any matter brought before any such special meeting.

(d) No Extraordinary Transaction Proposals. Greystone shall not, directly or indirectly, publicly propose or publicly announce any intention to propose any merger, consolidation, tender offer, exchange offer, business combination, restructuring, recapitalization, liquidation, dissolution, or other extraordinary transaction involving the Company or any of its material subsidiaries (each, an "Extraordinary Transaction"), or make any public request or statement seeking to have the Company amend or waive any provision of this restriction.

(e) No Formation of Groups. Greystone shall not, directly or indirectly, form, join, or in any way participate in a "group" (within the meaning of Section 13(d)(3) of the Exchange Act) with any other person for the purpose of acquiring, holding, voting, or disposing of shares of common stock of the Company, or for the purpose of taking any action otherwise restricted by the Cooperation Agreement.

(f) Non-Disparagement. Greystone shall not, and shall cause its principals, officers, directors, employees, and agents not to, make or cause to be made any public statement or disclosure that constitutes an ad hominem attack on, or that disparages, defames, slanders, or is otherwise derogatory of, the Company, its subsidiaries, or any of their respective current or former directors, officers, or employees, in their capacities as such.

The foregoing restrictions are subject to customary exceptions, including exceptions for matters required by applicable law or regulation, responses to unsolicited inquiries from the media (provided that Greystone complies with the non-disparagement provisions), private communications between Greystone and the Company or the Board, and the exercise of Greystone's rights to vote its shares in accordance with the terms of the Cooperation Agreement.

Standstill Provisions — Northgate Obligations

During the Standstill Period, the Company has agreed to the following obligations under the Cooperation Agreement:

(a) Non-Disparagement. The Company shall not, and shall cause its directors, officers, and authorized spokespersons not to, make or cause to be made any public statement or disclosure that constitutes an ad hominem attack on, or that disparages, defames, slanders, or is otherwise derogatory of, Greystone or any of its partners, members, principals, officers, directors, employees, or agents, in their capacities as such.

(b) Board Nomination of Ms. Sinclair-Moreau. The Company shall include Ms. Sinclair-Moreau on the Company's slate of director nominees recommended by the Board for reelection at the 2025 Annual General Meeting, subject to Ms. Sinclair-Moreau's continued willingness to serve, her continued satisfaction of applicable legal, regulatory, and stock exchange requirements for service as a director, and the absence of any facts or circumstances that would, in the reasonable judgment of the Board (acting in good faith and on the advice of outside legal counsel), disqualify Ms. Sinclair-Moreau from service.

(c) Board Size Limitation. The Company shall not increase the size of the Board to more than 12 directors during the Standstill Period without the prior written consent of Greystone, which consent shall not be unreasonably withheld, conditioned, or delayed.

Voting Commitments. During the Standstill Period, Greystone has agreed to appear in person or by proxy at each meeting of shareholders of the Company so that all shares of the Company's common stock beneficially owned by Greystone are counted as present for purposes of establishing a quorum. In addition, Greystone has agreed to vote all of its shares of the Company's common stock at each such meeting: (i) in favor of each of the Company's director nominees recommended by the Board for election, and (ii) in accordance with the Board's recommendation on all other proposals submitted to a vote of the Company's shareholders, including, without limitation, proposals relating to executive compensation, the ratification of the Company's independent registered public accounting firm, and shareholder proposals.

Notwithstanding the foregoing, with respect to Extraordinary Transactions — defined in the Cooperation Agreement as mergers, acquisitions, dispositions, or similar transactions involving aggregate consideration in excess of 25% of the Company's market capitalization, as measured by the volume-weighted average closing price of the Company's common stock on the NYSE for the 20 trading days immediately preceding the public announcement of such transaction — Greystone may vote its shares in its sole discretion, without being bound by the Board's recommendation.

Expense Reimbursement. Pursuant to the Cooperation Agreement, the Company has agreed to reimburse Greystone for documented, reasonable out-of-pocket expenses (including, without limitation, fees and disbursements of legal counsel, financial advisors, proxy solicitors, and public relations consultants) incurred by Greystone in connection with its activism campaign with respect to the Company and the negotiation, execution, and implementation of the Cooperation Agreement. Such reimbursement is subject to a cap of $1,750,000 in the aggregate and shall be payable within 30 business days following the Company's receipt of reasonably detailed documentation supporting such expenses.

Mutual Non-Disparagement. As referenced above under the discussion of standstill obligations, the Cooperation Agreement contains mutual non-disparagement provisions applicable to both the Company and Greystone. These provisions apply during the Standstill Period and continue in effect for a period of 12 months following the expiration or termination of the Standstill Period. The non-disparagement obligations are subject to customary exceptions, including statements made in connection with the enforcement of rights under the Cooperation Agreement, testimony or disclosures compelled by law, regulation, subpoena, or court or governmental order, and the making of factual statements in ordinary-course business communications that are not intended to disparage.

Confidentiality. The Cooperation Agreement contains mutual confidentiality obligations, pursuant to which each party has agreed to maintain the confidentiality of (i) all non-public information exchanged between the parties during the course of negotiations leading to the Cooperation Agreement, and (ii) the terms and conditions of any proposals, counterproposals, or draft agreements exchanged between the parties prior to the execution of the Cooperation Agreement. These confidentiality obligations survive for a period of 24 months following the expiration or termination of the Standstill Period and are subject to customary exceptions, including disclosures required by applicable law, regulation, or legal process, disclosures to each party's respective legal, financial, and tax advisors who are bound by obligations of confidentiality, and disclosures of information that becomes publicly available other than as a result of a breach of the confidentiality provisions.

Termination. The Standstill Period is subject to early termination upon the occurrence of any of the following events:

(a) Material Breach. Either party may terminate the Standstill Period upon written notice to the other party if the other party has materially breached any of its obligations under the Cooperation Agreement and such breach remains uncured for a period of 15 business days following written notice of such breach from the non-breaching party specifying the nature of the breach in reasonable detail.

(b) Change of Control Transaction. The Standstill Period shall terminate automatically upon the execution by the Company of a definitive agreement providing for a Change of Control transaction. For purposes of the Cooperation Agreement, a "Change of Control" means (i) any merger, consolidation, or business combination in which the Company's shareholders immediately prior to the consummation of such transaction hold less than 50% of the voting power of the surviving or resulting entity, (ii) any sale, lease, exchange, or other transfer of all or substantially all of the Company's assets, or (iii) any tender offer or exchange offer that, if consummated, would result in any person or group beneficially owning more than 50% of the Company's outstanding voting securities.

(c) Departure of Designee. If Ms. Sinclair-Moreau ceases to serve on the Board for any reason other than her voluntary resignation (including, without limitation, removal, failure to be renominated, or disability), and the Company fails to appoint a mutually agreed replacement director, designated by Greystone and reasonably acceptable to the Board, within 30 calendar days following the date on which Ms. Sinclair-Moreau ceases to serve, then Greystone may terminate the Standstill Period upon written notice to the Company.

Upon any termination or expiration of the Standstill Period, the standstill restrictions and voting commitments described above shall cease to be operative, except that the mutual non-disparagement and confidentiality provisions shall survive in accordance with their respective terms as described above.

Governing Law and Forum

The Cooperation Agreement is governed by, and shall be construed and enforced in accordance with, the laws of the State of Delaware, without regard to any choice-of-law or conflict-of-laws principles that would result in the application of the laws of any other jurisdiction. The parties have irrevocably agreed that any action, suit, or proceeding arising out of or relating to the Cooperation Agreement or any transaction contemplated thereby shall be brought and maintained exclusively in the Court of Chancery of the State of Delaware, or, if the Court of Chancery lacks subject matter jurisdiction, in the Superior Court of the State of Delaware or the United States District Court for the District of Delaware. Each party has irrevocably waived any objection to venue in any such court and any claim that any such court is an inconvenient forum.

Strategic Review of Enterprise Software Division

In connection with the Cooperation Agreement, the Company also announced that its Board of Directors has authorized a comprehensive strategic review of the Company's Enterprise Software Division ("ESD"). ESD is one of the Company's four principal operating segments and provides cloud-based enterprise communications platforms, unified communications-as-a-service ("UCaaS") solutions, and related software products and professional services to enterprise customers globally. For the fiscal year ended December 31, 2022, ESD contributed approximately $1.82 billion of the Company's $6.38 billion in consolidated revenue, representing approximately 28.5% of consolidated revenue. The Board has determined that it is in the best interests of the Company and its shareholders to evaluate all strategic alternatives with respect to ESD, which may include, among other possibilities, a potential sale, spin-off, joint venture, or other disposition or restructuring of ESD, or the retention of ESD with operational enhancements.

The strategic review will be conducted under the oversight of the Board with the assistance of the Company's financial advisor, Esterline Partners LLC, and is expected to be completed no later than December 31, 2023. There can be no assurance that the strategic review will result in any transaction or other change with respect to ESD, and the Company does not intend to provide further updates regarding the strategic review process unless and until the Board has approved a specific course of action or otherwise determines that further disclosure is appropriate or required.

Cross-Reference to Full Agreement

The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. Shareholders and other interested parties are urged to read the Cooperation Agreement in its entirety for a complete description of the terms and conditions thereof.

ITEM 5.02 — DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

Appointment of Catherine "Kate" Sinclair-Moreau

Effective Date and Board Classification. Effective June 12, 2023, the Board of Directors of the Company appointed Catherine "Kate" Sinclair-Moreau, age 48, to serve as a Class II director of the Company, with a term expiring at the Company's 2025 Annual General Meeting of Shareholders. Ms. Sinclair-Moreau was also appointed to the Technology & Strategy Committee of the Board, effective as of the date of her appointment. Ms. Sinclair-Moreau's appointment to the Board was made pursuant to the Cooperation Agreement with Greystone Capital Partners LP described under Item 1.01 above, and in connection with the Board's expansion from 11 to 12 directors, also as described under Item 1.01 above.

Biographical Information. Ms. Sinclair-Moreau, age 48, is the former Chief Operating Officer of Ridgeline Networks Inc., a Delaware corporation, where she served in that capacity from 2016 to 2021. In her role as Chief Operating Officer, Ms. Sinclair-Moreau oversaw Ridgeline Networks' global operations, technology infrastructure, product development, and go-to-market functions. Prior to serving as Chief Operating Officer, Ms. Sinclair-Moreau held various senior leadership positions at Ridgeline Networks, including Senior Vice President of Product and Engineering from 2013 to 2016 and Vice President of Strategic Initiatives from 2010 to 2013.

Ms. Sinclair-Moreau currently serves as an independent director of Brindoval Data Holdings Corp., a Delaware corporation, where she has served since January 2022 and is a member of the audit committee and the compensation committee, and Arden Communications Group Inc., a Nevada corporation, where she has served since March 2022 and is a member of the nominating and governance committee. Ms. Sinclair-Moreau holds a Bachelor of Science in Electrical Engineering from the Massachusetts Institute of Technology and a Master of Business Administration from the Stanford Graduate School of Business.

Ms. Sinclair-Moreau was designated as a nominee by Greystone Capital Partners LP pursuant to the Cooperation Agreement described under Item 1.01 above.

Independence Determination. The Board of Directors has determined that Ms. Sinclair-Moreau qualifies as an independent director under the applicable listing standards of the New York Stock Exchange and the independence requirements of Rule 10A-3 under the Exchange Act, as applicable. In making this determination, the Board considered all relevant facts and circumstances, including Ms. Sinclair-Moreau's designation by Greystone as its nominee pursuant to the Cooperation Agreement, her current and former directorships and employment positions, and her financial and other relationships, if any, with the Company, its subsidiaries, and their respective directors, officers, and significant shareholders.

Arrangements and Transactions. Ms. Sinclair-Moreau's appointment to the Board was made pursuant to the Cooperation Agreement between the Company and Greystone Capital Partners LP, as described in detail in Item 1.01 above. Other than the Cooperation Agreement, there are no arrangements or understandings between Ms. Sinclair-Moreau and any other person pursuant to which she was selected as a director of the Company.

There are no transactions between Ms. Sinclair-Moreau (or any member of her immediate family) and the Company (or any of its subsidiaries) reportable under Item 404(a) of Regulation S-K. In addition, Ms. Sinclair-Moreau is not a party to any transaction, or series of similar transactions, in which the Company is or was a participant, in which the amount involved exceeds $120,000, and in which Ms. Sinclair-Moreau (or any member of her immediate family) had or will have a direct or indirect material interest.

Compensation. Ms. Sinclair-Moreau will receive compensation for her service on the Board in accordance with the Company's standard non-employee director compensation program, as in effect from time to time. The material terms of the Company's non-employee director compensation program are described in the Company's most recent definitive proxy statement on Schedule 14A, filed with the SEC on May 19, 2023. Under the current program, non-employee directors receive an annual cash retainer, committee membership fees, and an annual equity award in the form of restricted stock units, which vest on the first anniversary of the grant date or, if earlier, upon the date of the next annual general meeting of shareholders. Ms. Sinclair-Moreau's initial equity award will be pro-rated to reflect the period from her appointment date through the date of the 2024 Annual General Meeting of Shareholders.

Cross-Reference. The information set forth under Item 1.01 of this Current Report on Form 8-K regarding the Cooperation Agreement, including the terms of the standstill provisions, voting commitments, Board composition commitments, and other material terms thereof, is incorporated by reference into this Item 5.02.

ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NORTHGATE TELECOMMUNICATIONS PLC

Date: June 13, 2023

By: ________

Name: Priya Nandakumar

Title: General Counsel & Corporate Secretary

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT CALDERWOOD & HARKNESS LLP — INTERNAL WORKING ANNOTATIONS TO BE REMOVED PRIOR TO FILING WITH THE SEC

DRAFTING NOTES / MARGIN ANNOTATIONS

Matter No.: 1022-00003

Prepared by: Marcus Leung and Sophie Tremblay, Calderwood & Harkness LLP

Reviewed by: Angela Fontaine, Calderwood & Harkness LLP

Date of Current Draft: June 12, 2023

Open Items and Annotations

1. CIK and Commission File Number. Confirm CIK number 0001847263 and Commission File Number with Priya Nandakumar (General Counsel & Corporate Secretary, Northgate Telecommunications PLC) prior to filing. The Commission File Number has been left blank on the cover page pending confirmation. Marcus to send email to Priya by COB June 12.

2. EIN Confirmation. Confirm EIN 84-3291057 on cover page against most recent IRS correspondence and prior SEC filings. Cross-reference with the Company's Annual Report on Form 10-K for fiscal year ended December 31, 2022.

3. Registrant Telephone Number. The registrant's telephone number, including area code, has been left blank on the cover page pending confirmation from Priya Nandakumar. Confirm whether the previously disclosed UK telephone number (+44 (0)20 7946-0958) remains current.

4. Filing Coordination. Coordinate filing time with the issuance of the Joint Press Release (Exhibit 99.1). The Joint Press Release is scheduled to be issued via Calderon Data Systems at approximately 7:00 a.m. ET on June 13, 2023. The Form 8-K should be filed on EDGAR promptly thereafter but no later than 8:00 a.m. ET. Coordinate with Hargrove Advisory Group LLC (investor relations advisor) regarding investor communications and talking points for incoming shareholder inquiries.

5. Greystone Schedule 13D/A. Greystone is expected to file a Schedule 13D/A (SEC file number SC 13D/005-91482) reflecting the Cooperation Agreement and an amended Item 4 disclosure — expected filing date June 14, 2023. Calderwood & Harkness is not responsible for the Greystone filing; however, Sophie to confirm with Greystone's counsel (Whitfield & Brandt LLP, Attn: David Ochoa) that the 13D/A is consistent with the Form 8-K disclosure regarding beneficial ownership (28,016,000 shares / 6.8%).

6. Share Count Verification. Confirm with Pinnacle Trust Company, N.A. (transfer agent) the share count of 412,000,000 shares of common stock outstanding as of the record date. The share count figure is used in multiple places throughout the filing, including the Introductory Note (6.8% ownership calculation), the ownership cap (9.9% / approximately 40,788,000 shares), and the Extraordinary Transaction threshold. Any change in the share count will require corresponding revisions throughout.

7. NYSE Notification. NYSE notification of the Board composition change (expansion from 11 to 12 directors; appointment of Ms. Sinclair-Moreau) to be submitted concurrently with the filing of the Form 8-K. Angela to confirm with the Company's NYSE listing contact that the required notification materials are prepared.

8. Corporate Authority for Board Expansion. The Company's Amended and Restated Certificate of Incorporation, as last amended May 14, 2021, and the Company's Amended and Restated Bylaws, as last amended November 3, 2022, provide the Board with authority to fix the number of directors and to fill vacancies created by an increase in the authorized number of directors. Authority confirmed in the settlement-structuring memorandum prepared by Calderwood & Harkness, dated April 28, 2023. No shareholder approval is required for the Board expansion.

9. Exhibit 10.1 — Cooperation Agreement. Final execution copy of the Cooperation Agreement received from Whitfield & Brandt LLP (Greystone's counsel) at 6:47 p.m. ET on June 12, 2023. Sophie to prepare the Exhibit 10.1 filing in accordance with EDGAR formatting requirements and to confirm that all schedules and exhibits to the Cooperation Agreement are included. Review for any provisions requiring confidential treatment.

10. Exhibit 99.1 — Joint Press Release. Final text of the Joint Press Release approved by both parties as of 9:15 p.m. ET on June 12, 2023. Calderon Data Systems distribution scheduled for approximately 7:00 a.m. ET on June 13, 2023. No further revisions anticipated. Marcus to conduct final proofread.

End of Drafting Notes — Calderwood & Harkness LLP

Delaware	84-3291057
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

Delaware incorporation file number: 5738291

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share	NTP	New York Stock Exchange
Exhibit No.	Description
10.1	Cooperation Agreement, dated as of June 12, 2023, between Northgate Telecommunications PLC and Greystone Capital Partners LP.
99.1	Joint Press Release of Northgate Telecommunications PLC and Greystone Capital Partners LP, dated June 13, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 12, 2023
Commission File Number: ___-_______
CIK Number: 0001847263
NORTHGATE TELECOMMUNICATIONS PLC
(Exact name of registrant as specified in its charter)
45 Broadwick Street London W1F 0DB, United Kingdom (Address of principal executive offices, including zip code)
+44 (0)20 ____-____ (Registrant's telephone number, including area code)
Not applicable (Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
INTRODUCTORY NOTE
On June 12, 2023, Northgate Telecommunications PLC, a Delaware corporation ("Northgate" or the "Company"), entered into a Cooperation Agreement (the "Cooperation Agreement") with Greystone Capital Partners LP ("Greystone"), a Delaware limited partnership. As described in more detail under Item 1.01 below, the Cooperation Agreement provides for, among other things, the appointment of Catherine "Kate" Sinclair-Moreau to the Company's Board of Directors (the "Board"), the expansion of the Board from 11 to 12 directors, certain standstill commitments by Greystone, certain obligations of the Company, mutual non-disparagement provisions, and related matters.
Greystone, together with its general partner, Greystone Capital Management LLC, a Delaware limited liability company, beneficially owns approximately 28,016,000 shares of common stock of the Company, representing approximately 6.8% of the 412,000,000 shares of common stock of the Company outstanding as of the date of the Cooperation Agreement. Greystone filed a Schedule 13D with the Securities and Exchange Commission (the "SEC") on February 14, 2023, reporting its beneficial ownership of shares of the Company's common stock and its intention to engage with the Company's Board and management regarding, among other things, capital allocation, operational improvements, and Board composition. Greystone subsequently amended its Schedule 13D filing to reflect changes in its beneficial ownership position and its plans and proposals with respect to the Company.
The following discussion under Items 1.01, 5.02, and 9.01 of this Current Report on Form 8-K describes the material terms of the Cooperation Agreement and the transactions contemplated thereby.
ITEM 1.01 — ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Overview of the Cooperation Agreement
On June 12, 2023, the Company entered into a Cooperation Agreement with Greystone Capital Partners LP. The Cooperation Agreement was entered into following a period of engagement between the Company and Greystone that commenced when Greystone transmitted a public letter to the Board, dated February 22, 2023, in which Greystone outlined certain proposals related to the Company's capital allocation strategy, operational efficiency, Board composition, and a potential strategic review of certain business lines. In that public letter, Greystone expressed its view that the Company's common stock was materially undervalued relative to the intrinsic value of the Company's business segments and that meaningful steps could be taken to unlock shareholder value.
Following the publication of Greystone's public letter, the Company's Board formed a special committee of independent directors to evaluate Greystone's proposals and to oversee any discussions or negotiations with Greystone. On March 8, 2023, Greystone filed an advance notice of intent to nominate directors for election at the Company's 2023 Annual General Meeting of Shareholders, which is currently scheduled to be held on July 12, 2023 (the "2023 Annual General Meeting"). In its advance notice, Greystone nominated two individuals for election to the Board: (i) Catherine "Kate" Sinclair-Moreau, age 48, former Chief Operating Officer of Ridgeline Networks Inc., and (ii) marshall Henning, age 55, former Chief Financial Officer of Lakeshore Broadband Corp.
Private negotiations between the parties commenced on March 15, 2023, and were conducted over the ensuing approximately three months. These negotiations addressed, among other matters, Board composition, governance commitments, standstill provisions, the scope and timing of a potential strategic review, and the terms of mutual non-disparagement and confidentiality obligations. The Cooperation Agreement reflects the outcome of those negotiations and was executed by the parties on June 12, 2023.
Board Expansion and Director Appointment
Pursuant to the terms of the Cooperation Agreement, the Board has been expanded from 11 to 12 directors, effective as of the execution date of the Cooperation Agreement, June 12, 2023. In connection with this expansion, Catherine "Kate" Sinclair-Moreau, age 48, has been appointed to the Board as a Class II director, with a term expiring at the Company's 2025 Annual General Meeting of Shareholders (the "2025 Annual General Meeting"). Ms. Sinclair-Moreau has also been appointed to the Technology & Strategy Committee of the Board, effective as of the date of her appointment.
Ms. Sinclair-Moreau was designated by Greystone as its nominee for appointment to the Board pursuant to the Cooperation Agreement. Additional biographical information regarding Ms. Sinclair-Moreau, including information required to be disclosed pursuant to Item 5.02 of Form 8-K and Item 401 of Regulation S-K, is set forth under Item 5.02 of this Current Report on Form 8-K.
Withdrawal of Second Nominee
Concurrently with the execution of the Cooperation Agreement, Greystone withdrew its nomination of marshall Henning, age 55, formerly the Chief Financial Officer of Lakeshore Broadband Corp., as a nominee for election to the Board at the 2023 Annual General Meeting. As a result of such withdrawal, Greystone will not be soliciting proxies or otherwise seeking the election of Mr. Henning or any other nominee at the 2023 Annual General Meeting, and any related soliciting materials previously filed or otherwise distributed by Greystone in connection with its director nominations are no longer operative.
Standstill Provisions — Greystone Obligations
The Cooperation Agreement provides for a standstill period (the "Standstill Period") commencing on the date of execution of the Cooperation Agreement, June 12, 2023, and ending on the date that is 30 calendar days prior to the advance notice deadline for the Company's 2025 Annual General Meeting (or such earlier date as the Standstill Period may be terminated in accordance with the terms of the Cooperation Agreement as described below under "Termination").
During the Standstill Period, Greystone has agreed, and has agreed to cause its controlled affiliates, associates, and any persons acting in concert with Greystone to agree, to certain restrictions, including, without limitation, the following:
(a) Ownership Limitation. Greystone shall not, and shall cause its controlled affiliates not to, acquire, offer or agree to acquire, or encourage any other person to acquire, beneficial ownership (as determined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of shares of common stock of the Company (or rights, options, warrants, or other securities convertible into or exercisable for shares of common stock) that would result in Greystone and its controlled affiliates beneficially owning, in the aggregate, more than 9.9% of the Company's outstanding shares of common stock, which, based on the 412,000,000 shares of common stock outstanding as of the date of the Cooperation Agreement, is equivalent to approximately 40,788,000 shares.
(b) No Proxy Solicitations. Greystone shall not, directly or indirectly, (i) engage in, or participate in, any solicitation of proxies or written consents of shareholders of the Company, (ii) conduct any "vote no" or "withhold" campaign or similar campaign with respect to any matter submitted to a vote of the Company's shareholders, or (iii) seek or encourage any other person to do any of the foregoing.
(c) No Special Meetings. Greystone shall not, directly or indirectly, seek to call or request the calling of, or seek to effect, any special meeting of shareholders of the Company, or take any action to seek to have any matter brought before any such special meeting.
(d) No Extraordinary Transaction Proposals. Greystone shall not, directly or indirectly, publicly propose or publicly announce any intention to propose any merger, consolidation, tender offer, exchange offer, business combination, restructuring, recapitalization, liquidation, dissolution, or other extraordinary transaction involving the Company or any of its material subsidiaries (each, an "Extraordinary Transaction"), or make any public request or statement seeking to have the Company amend or waive any provision of this restriction.
(e) No Formation of Groups. Greystone shall not, directly or indirectly, form, join, or in any way participate in a "group" (within the meaning of Section 13(d)(3) of the Exchange Act) with any other person for the purpose of acquiring, holding, voting, or disposing of shares of common stock of the Company, or for the purpose of taking any action otherwise restricted by the Cooperation Agreement.
(f) Non-Disparagement. Greystone shall not, and shall cause its principals, officers, directors, employees, and agents not to, make or cause to be made any public statement or disclosure that constitutes an ad hominem attack on, or that disparages, defames, slanders, or is otherwise derogatory of, the Company, its subsidiaries, or any of their respective current or former directors, officers, or employees, in their capacities as such.
The foregoing restrictions are subject to customary exceptions, including exceptions for matters required by applicable law or regulation, responses to unsolicited inquiries from the media (provided that Greystone complies with the non-disparagement provisions), private communications between Greystone and the Company or the Board, and the exercise of Greystone's rights to vote its shares in accordance with the terms of the Cooperation Agreement.
Standstill Provisions — Northgate Obligations
During the Standstill Period, the Company has agreed to the following obligations under the Cooperation Agreement:
(a) Non-Disparagement. The Company shall not, and shall cause its directors, officers, and authorized spokespersons not to, make or cause to be made any public statement or disclosure that constitutes an ad hominem attack on, or that disparages, defames, slanders, or is otherwise derogatory of, Greystone or any of its partners, members, principals, officers, directors, employees, or agents, in their capacities as such.
(b) Board Nomination of Ms. Sinclair-Moreau. The Company shall include Ms. Sinclair-Moreau on the Company's slate of director nominees recommended by the Board for reelection at the 2025 Annual General Meeting, subject to Ms. Sinclair-Moreau's continued willingness to serve, her continued satisfaction of applicable legal, regulatory, and stock exchange requirements for service as a director, and the absence of any facts or circumstances that would, in the reasonable judgment of the Board (acting in good faith and on the advice of outside legal counsel), disqualify Ms. Sinclair-Moreau from service.
(c) Board Size Limitation. The Company shall not increase the size of the Board to more than 12 directors during the Standstill Period without the prior written consent of Greystone, which consent shall not be unreasonably withheld, conditioned, or delayed.
Voting Commitments.  During the Standstill Period, Greystone has agreed to appear in person or by proxy at each meeting of shareholders of the Company so that all shares of the Company's common stock beneficially owned by Greystone are counted as present for purposes of establishing a quorum. In addition, Greystone has agreed to vote all of its shares of the Company's common stock at each such meeting: (i) in favor of each of the Company's director nominees recommended by the Board for election, and (ii) in accordance with the Board's recommendation on all other proposals submitted to a vote of the Company's shareholders, including, without limitation, proposals relating to executive compensation, the ratification of the Company's independent registered public accounting firm, and shareholder proposals.
Notwithstanding the foregoing, with respect to Extraordinary Transactions — defined in the Cooperation Agreement as mergers, acquisitions, dispositions, or similar transactions involving aggregate consideration in excess of 25% of the Company's market capitalization, as measured by the volume-weighted average closing price of the Company's common stock on the NYSE for the 20 trading days immediately preceding the public announcement of such transaction — Greystone may vote its shares in its sole discretion, without being bound by the Board's recommendation.
Expense Reimbursement.  Pursuant to the Cooperation Agreement, the Company has agreed to reimburse Greystone for documented, reasonable out-of-pocket expenses (including, without limitation, fees and disbursements of legal counsel, financial advisors, proxy solicitors, and public relations consultants) incurred by Greystone in connection with its activism campaign with respect to the Company and the negotiation, execution, and implementation of the Cooperation Agreement. Such reimbursement is subject to a cap of $1,750,000 in the aggregate and shall be payable within 30 business days following the Company's receipt of reasonably detailed documentation supporting such expenses.
Mutual Non-Disparagement.  As referenced above under the discussion of standstill obligations, the Cooperation Agreement contains mutual non-disparagement provisions applicable to both the Company and Greystone. These provisions apply during the Standstill Period and continue in effect for a period of 12 months following the expiration or termination of the Standstill Period. The non-disparagement obligations are subject to customary exceptions, including statements made in connection with the enforcement of rights under the Cooperation Agreement, testimony or disclosures compelled by law, regulation, subpoena, or court or governmental order, and the making of factual statements in ordinary-course business communications that are not intended to disparage.
Confidentiality.  The Cooperation Agreement contains mutual confidentiality obligations, pursuant to which each party has agreed to maintain the confidentiality of (i) all non-public information exchanged between the parties during the course of negotiations leading to the Cooperation Agreement, and (ii) the terms and conditions of any proposals, counterproposals, or draft agreements exchanged between the parties prior to the execution of the Cooperation Agreement. These confidentiality obligations survive for a period of 24 months following the expiration or termination of the Standstill Period and are subject to customary exceptions, including disclosures required by applicable law, regulation, or legal process, disclosures to each party's respective legal, financial, and tax advisors who are bound by obligations of confidentiality, and disclosures of information that becomes publicly available other than as a result of a breach of the confidentiality provisions.
Termination.  The Standstill Period is subject to early termination upon the occurrence of any of the following events:
(a) Material Breach. Either party may terminate the Standstill Period upon written notice to the other party if the other party has materially breached any of its obligations under the Cooperation Agreement and such breach remains uncured for a period of 15 business days following written notice of such breach from the non-breaching party specifying the nature of the breach in reasonable detail.
(b) Change of Control Transaction. The Standstill Period shall terminate automatically upon the execution by the Company of a definitive agreement providing for a Change of Control transaction. For purposes of the Cooperation Agreement, a "Change of Control" means (i) any merger, consolidation, or business combination in which the Company's shareholders immediately prior to the consummation of such transaction hold less than 50% of the voting power of the surviving or resulting entity, (ii) any sale, lease, exchange, or other transfer of all or substantially all of the Company's assets, or (iii) any tender offer or exchange offer that, if consummated, would result in any person or group beneficially owning more than 50% of the Company's outstanding voting securities.
(c) Departure of Designee. If Ms. Sinclair-Moreau ceases to serve on the Board for any reason other than her voluntary resignation (including, without limitation, removal, failure to be renominated, or disability), and the Company fails to appoint a mutually agreed replacement director, designated by Greystone and reasonably acceptable to the Board, within 30 calendar days following the date on which Ms. Sinclair-Moreau ceases to serve, then Greystone may terminate the Standstill Period upon written notice to the Company.
Upon any termination or expiration of the Standstill Period, the standstill restrictions and voting commitments described above shall cease to be operative, except that the mutual non-disparagement and confidentiality provisions shall survive in accordance with their respective terms as described above.
Governing Law and Forum
The Cooperation Agreement is governed by, and shall be construed and enforced in accordance with, the laws of the State of Delaware, without regard to any choice-of-law or conflict-of-laws principles that would result in the application of the laws of any other jurisdiction. The parties have irrevocably agreed that any action, suit, or proceeding arising out of or relating to the Cooperation Agreement or any transaction contemplated thereby shall be brought and maintained exclusively in the Court of Chancery of the State of Delaware, or, if the Court of Chancery lacks subject matter jurisdiction, in the Superior Court of the State of Delaware or the United States District Court for the District of Delaware. Each party has irrevocably waived any objection to venue in any such court and any claim that any such court is an inconvenient forum.
Strategic Review of Enterprise Software Division
In connection with the Cooperation Agreement, the Company also announced that its Board of Directors has authorized a comprehensive strategic review of the Company's Enterprise Software Division ("ESD"). ESD is one of the Company's four principal operating segments and provides cloud-based enterprise communications platforms, unified communications-as-a-service ("UCaaS") solutions, and related software products and professional services to enterprise customers globally. For the fiscal year ended December 31, 2022, ESD contributed approximately $1.82 billion of the Company's $6.38 billion in consolidated revenue, representing approximately 28.5% of consolidated revenue. The Board has determined that it is in the best interests of the Company and its shareholders to evaluate all strategic alternatives with respect to ESD, which may include, among other possibilities, a potential sale, spin-off, joint venture, or other disposition or restructuring of ESD, or the retention of ESD with operational enhancements.
The strategic review will be conducted under the oversight of the Board with the assistance of the Company's financial advisor, Esterline Partners LLC, and is expected to be completed no later than December 31, 2023. There can be no assurance that the strategic review will result in any transaction or other change with respect to ESD, and the Company does not intend to provide further updates regarding the strategic review process unless and until the Board has approved a specific course of action or otherwise determines that further disclosure is appropriate or required.
Cross-Reference to Full Agreement
The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. Shareholders and other interested parties are urged to read the Cooperation Agreement in its entirety for a complete description of the terms and conditions thereof.
ITEM 5.02 — DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Appointment of Catherine "Kate" Sinclair-Moreau
Effective Date and Board Classification.  Effective June 12, 2023, the Board of Directors of the Company appointed Catherine "Kate" Sinclair-Moreau, age 48, to serve as a Class II director of the Company, with a term expiring at the Company's 2025 Annual General Meeting of Shareholders. Ms. Sinclair-Moreau was also appointed to the Technology & Strategy Committee of the Board, effective as of the date of her appointment. Ms. Sinclair-Moreau's appointment to the Board was made pursuant to the Cooperation Agreement with Greystone Capital Partners LP described under Item 1.01 above, and in connection with the Board's expansion from 11 to 12 directors, also as described under Item 1.01 above.
Biographical Information.  Ms. Sinclair-Moreau, age 48, is the former Chief Operating Officer of Ridgeline Networks Inc., a Delaware corporation, where she served in that capacity from 2016 to 2021. In her role as Chief Operating Officer, Ms. Sinclair-Moreau oversaw Ridgeline Networks' global operations, technology infrastructure, product development, and go-to-market functions. Prior to serving as Chief Operating Officer, Ms. Sinclair-Moreau held various senior leadership positions at Ridgeline Networks, including Senior Vice President of Product and Engineering from 2013 to 2016 and Vice President of Strategic Initiatives from 2010 to 2013.
Ms. Sinclair-Moreau currently serves as an independent director of Brindoval Data Holdings Corp., a Delaware corporation, where she has served since January 2022 and is a member of the audit committee and the compensation committee, and Arden Communications Group Inc., a Nevada corporation, where she has served since March 2022 and is a member of the nominating and governance committee. Ms. Sinclair-Moreau holds a Bachelor of Science in Electrical Engineering from the Massachusetts Institute of Technology and a Master of Business Administration from the Stanford Graduate School of Business.
Ms. Sinclair-Moreau was designated as a nominee by Greystone Capital Partners LP pursuant to the Cooperation Agreement described under Item 1.01 above.
Independence Determination.  The Board of Directors has determined that Ms. Sinclair-Moreau qualifies as an independent director under the applicable listing standards of the New York Stock Exchange and the independence requirements of Rule 10A-3 under the Exchange Act, as applicable. In making this determination, the Board considered all relevant facts and circumstances, including Ms. Sinclair-Moreau's designation by Greystone as its nominee pursuant to the Cooperation Agreement, her current and former directorships and employment positions, and her financial and other relationships, if any, with the Company, its subsidiaries, and their respective directors, officers, and significant shareholders.
Arrangements and Transactions.  Ms. Sinclair-Moreau's appointment to the Board was made pursuant to the Cooperation Agreement between the Company and Greystone Capital Partners LP, as described in detail in Item 1.01 above. Other than the Cooperation Agreement, there are no arrangements or understandings between Ms. Sinclair-Moreau and any other person pursuant to which she was selected as a director of the Company.
There are no transactions between Ms. Sinclair-Moreau (or any member of her immediate family) and the Company (or any of its subsidiaries) reportable under Item 404(a) of Regulation S-K. In addition, Ms. Sinclair-Moreau is not a party to any transaction, or series of similar transactions, in which the Company is or was a participant, in which the amount involved exceeds $120,000, and in which Ms. Sinclair-Moreau (or any member of her immediate family) had or will have a direct or indirect material interest.
Compensation.  Ms. Sinclair-Moreau will receive compensation for her service on the Board in accordance with the Company's standard non-employee director compensation program, as in effect from time to time. The material terms of the Company's non-employee director compensation program are described in the Company's most recent definitive proxy statement on Schedule 14A, filed with the SEC on May 19, 2023. Under the current program, non-employee directors receive an annual cash retainer, committee membership fees, and an annual equity award in the form of restricted stock units, which vest on the first anniversary of the grant date or, if earlier, upon the date of the next annual general meeting of shareholders. Ms. Sinclair-Moreau's initial equity award will be pro-rated to reflect the period from her appointment date through the date of the 2024 Annual General Meeting of Shareholders.
Cross-Reference.  The information set forth under Item 1.01 of this Current Report on Form 8-K regarding the Cooperation Agreement, including the terms of the standstill provisions, voting commitments, Board composition commitments, and other material terms thereof, is incorporated by reference into this Item 5.02.
ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.  
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NORTHGATE TELECOMMUNICATIONS PLC
Date: June 13, 2023
By: ________
Name: Priya Nandakumar
Title: General Counsel & Corporate Secretary
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT CALDERWOOD & HARKNESS LLP — INTERNAL WORKING ANNOTATIONS TO BE REMOVED PRIOR TO FILING WITH THE SEC
DRAFTING NOTES / MARGIN ANNOTATIONS
Matter No.: 1022-00003
Prepared by: Marcus Leung and Sophie Tremblay, Calderwood & Harkness LLP
Reviewed by: Angela Fontaine, Calderwood & Harkness LLP
Date of Current Draft: June 12, 2023
Open Items and Annotations
1.  CIK and Commission File Number. Confirm CIK number 0001847263 and Commission File Number with Priya Nandakumar (General Counsel & Corporate Secretary, Northgate Telecommunications PLC) prior to filing. The Commission File Number has been left blank on the cover page pending confirmation. Marcus to send email to Priya by COB June 12.
2.  EIN Confirmation. Confirm EIN 84-3291057 on cover page against most recent IRS correspondence and prior SEC filings. Cross-reference with the Company's Annual Report on Form 10-K for fiscal year ended December 31, 2022.
3.  Registrant Telephone Number. The registrant's telephone number, including area code, has been left blank on the cover page pending confirmation from Priya Nandakumar. Confirm whether the previously disclosed UK telephone number (+44 (0)20 7946-0958) remains current.
4.  Filing Coordination. Coordinate filing time with the issuance of the Joint Press Release (Exhibit 99.1). The Joint Press Release is scheduled to be issued via Calderon Data Systems at approximately 7:00 a.m. ET on June 13, 2023. The Form 8-K should be filed on EDGAR promptly thereafter but no later than 8:00 a.m. ET. Coordinate with Hargrove Advisory Group LLC (investor relations advisor) regarding investor communications and talking points for incoming shareholder inquiries.
5.  Greystone Schedule 13D/A. Greystone is expected to file a Schedule 13D/A (SEC file number SC 13D/005-91482) reflecting the Cooperation Agreement and an amended Item 4 disclosure — expected filing date June 14, 2023. Calderwood & Harkness is not responsible for the Greystone filing; however, Sophie to confirm with Greystone's counsel (Whitfield & Brandt LLP, Attn: David Ochoa) that the 13D/A is consistent with the Form 8-K disclosure regarding beneficial ownership (28,016,000 shares / 6.8%).
6.  Share Count Verification. Confirm with Pinnacle Trust Company, N.A. (transfer agent) the share count of 412,000,000 shares of common stock outstanding as of the record date. The share count figure is used in multiple places throughout the filing, including the Introductory Note (6.8% ownership calculation), the ownership cap (9.9% / approximately 40,788,000 shares), and the Extraordinary Transaction threshold. Any change in the share count will require corresponding revisions throughout.
7.  NYSE Notification. NYSE notification of the Board composition change (expansion from 11 to 12 directors; appointment of Ms. Sinclair-Moreau) to be submitted concurrently with the filing of the Form 8-K. Angela to confirm with the Company's NYSE listing contact that the required notification materials are prepared.
8.  Corporate Authority for Board Expansion. The Company's Amended and Restated Certificate of Incorporation, as last amended May 14, 2021, and the Company's Amended and Restated Bylaws, as last amended November 3, 2022, provide the Board with authority to fix the number of directors and to fill vacancies created by an increase in the authorized number of directors. Authority confirmed in the settlement-structuring memorandum prepared by Calderwood & Harkness, dated April 28, 2023. No shareholder approval is required for the Board expansion.
9.  Exhibit 10.1 — Cooperation Agreement. Final execution copy of the Cooperation Agreement received from Whitfield & Brandt LLP (Greystone's counsel) at 6:47 p.m. ET on June 12, 2023. Sophie to prepare the Exhibit 10.1 filing in accordance with EDGAR formatting requirements and to confirm that all schedules and exhibits to the Cooperation Agreement are included. Review for any provisions requiring confidential treatment.
10.  Exhibit 99.1 — Joint Press Release. Final text of the Joint Press Release approved by both parties as of 9:15 p.m. ET on June 12, 2023. Calderon Data Systems distribution scheduled for approximately 7:00 a.m. ET on June 13, 2023. No further revisions anticipated. Marcus to conduct final proofread.
End of Drafting Notes — Calderwood & Harkness LLP
Delaware | 84-3291057
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.)
Delaware incorporation file number: 5738291
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share | NTP | New York Stock Exchange
Exhibit No. | Description
10.1 | Cooperation Agreement, dated as of June 12, 2023, between Northgate Telecommunications PLC and Greystone Capital Partners LP.
99.1 | Joint Press Release of Northgate Telecommunications PLC and Greystone Capital Partners LP, dated June 13, 2023.
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document).

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

FORM 8-K

CURRENT REPORT

NORTHGATE TELECOMMUNICATIONS PLC

INTRODUCTORY NOTE

SIGNATURES

NORTHGATE TELECOMMUNICATIONS PLC

DRAFTING NOTES / MARGIN ANNOTATIONS

Record

Parties

Dates

Amounts