[sheet: Cover]

Field	Detail
Transaction	Forward Merger — Northgate Telecommunications PLC / Cascadia Fiber Networks, Inc.
Structure	Forward merger under DGCL § 251; NTP Acquisition Sub, Inc. merges with and into Cascadia Fiber Networks, Inc.; Cascadia survives as wholly owned subsidiary of Northgate
Aggregate Merger Consideration	$750,000,000 (all cash)
Implied Per-Share Price	$15.79
Acquirer	Northgate Telecommunications PLC
Merger Sub	NTP Acquisition Sub, Inc.
Target	Cascadia Fiber Networks, Inc.
Acquirer's Counsel	Calderwood & Harkness LLP
Target's Counsel	Whitmore, Kessler & Braun LLP
Acquirer's Financial Advisor	Prumvane Brothers & Co.
Target's Financial Advisor	Copperfield Zanthor & Partners
Administrative Agent / Lead Arranger	Pinnacle Atlantic Bank, N.A.
Lender's Counsel	Hargreaves & Liddell LLP
Escrow Agent	Clearfield Escrow Services, Inc.
Transfer & Paying Agent	Trident Transfer Agency, Inc.
Proxy Solicitor	Alderman Proxy Advisors, LLC
C&H Matter Number	1022-00006
C&H Billing Number	78432.001
Governing Law (Merger Agreement)	Delaware
Governing Law (Credit Facility / Escrow)	New York
LOI Reference	NTP-CFN-LOI-2025-001
Commitment Letter Reference	PAB-CL-2025-03102
Target Signing Date	April 7, 2025
Estimated Closing	August 2025

Outside Date	September 30, 2025 (extendable to November 29, 2025 if regulatory approvals sole outstanding condition)
Prepared By	Andrew Fitzpatrick / Naomi Petersen, Calderwood & Harkness LLP
Supervised By	Oliver Mackenzie, Responsible Partner
Last Updated	[Date]

[sheet: Key Dates & Milestones]

Item #	Date	Event / Milestone	Status	Notes
1	2011	Cascadia Fiber Networks, Inc. founded	Complete
2	February 14, 2025	LOI executed between NTP and CFN; exclusivity begins (60 days)	Complete	Ref: NTP-CFN-LOI-2025-001
3	February 21, 2025	NTP Acquisition Sub, Inc. incorporated in Delaware	Complete	DE File No. 7301524
4	February 26, 2025	Calderwood & Harkness LLP engagement opened	Complete	Matter No. 1022-00006
5	March 10, 2025	Pinnacle Atlantic Bank commitment letter executed	Complete	Ref: PAB-CL-2025-03102; $500M facility
6	April 7, 2025 (target)	Merger agreement signing	Pending	Advanced drafting stage
7	April 14, 2025	Exclusivity period expires	Pending	60 days from LOI execution
8	~April 21, 2025	HSR Act filing (within 10 business days of signing)	Pending	Filing fee: $250,000
9	~April 28, 2025	FCC transfer of control application filing (within 15 business days of signing)	Pending	International § 214 authorization and related licenses
10	~April 28, 2025	State PUC notification filings (OR, WA, ID, NV)	Pending	Filed concurrently with or shortly after FCC
11	~April–May 2025	CFIUS voluntary notice submission	Pending	Low risk assessment — UK Five Eyes ally
12	TBD	HSR waiting period expiration / early termination	Pending	30-day initial waiting period; potential second request
13	TBD	FCC approval received	Pending
14	TBD	State PUC approvals received (OR, WA, ID, NV)	Pending
15	TBD	CFIUS clearance received	Pending
16	TBD	Third-party consents obtained (Pacific Ridge, Clearpath, Oregon Municipal Broadband Cooperative)	Pending
17	TBD	Cascadia stockholder vote / written consent	Pending	Majority of outstanding shares required; Timberline (42.3%) + Ridgecrest (17.8%) = 60.1% committed
18	August 2025 (target)	Closing	Pending	Estimated 90–150 days post-signing for regulatory approvals
19	September 30, 2025	Outside date	N/A	Mutual 60-day extension available if regulatory approvals sole outstanding condition
20	November 29, 2025	Extended outside date (if applicable)	N/A

[sheet: Closing Checklist]

Item #	Category	Sub-Category	Description	Document / Filing	Responsible Party	Target Date	Status	Notes / Comments
1	I. Transaction Agreements	Merger Agreement	Execution and delivery of Agreement and Plan of Merger among Northgate Telecommunications PLC, NTP Acquisition Sub, Inc., and Cascadia Fiber Networks, Inc.	merger-agreement-execution-draft.docx	Calderwood & Harkness LLP / Whitmore, Kessler & Braun LLP	April 7, 2025	In Progress	Advanced drafting; redline under negotiation with WKB
2	I. Transaction Agreements	Disclosure Schedules	Completion and delivery of Disclosure Schedules to Agreement and Plan of Merger	disclosure-schedules-shell.docx	Cascadia / Whitmore, Kessler & Braun LLP	April 7, 2025	In Progress	Shell prepared by C&H; population by Cascadia/WKB
3	I. Transaction Agreements	Voting & Support Agreement — Timberline	Execution of Voting and Support Agreement by Timberline Growth Partners, LP (42.3% of outstanding shares)	voting-support-agreement-timberline.docx	Timberline Growth Partners / Clive Atherton / WKB	April 7, 2025 (at signing)	In Progress	Signed by Clive Atherton as Managing Partner of Timberline Growth Management, LLC
4	I. Transaction Agreements	Voting & Support Agreement — Ridgecrest	Execution of Voting and Support Agreement by Ridgecrest Venture Fund III, LP (17.8% of outstanding shares)	voting-support-agreement-ridgecrest.docx	Ridgecrest Venture Fund III / Rebecca Montrose / WKB	April 7, 2025 (at signing)	In Progress	Signed by Rebecca Montrose as Managing Director of Ridgecrest Capital Management, LLC; combined with Timberline = 60.1%
5	I. Transaction Agreements	Escrow Agreement	Execution and delivery of Escrow Agreement among Northgate, Stockholder Representative, and Clearfield Escrow Services, Inc.	escrow-agreement.docx	Calderwood & Harkness LLP / Martin Grieves (Clearfield)	At closing	In Progress	$67,500,000 indemnification escrow; governed by New York law
6	I. Transaction Agreements	Stockholder Representative Agreement	Execution of Stockholder Representative Agreement appointing Clive Atherton as representative	stockholder-representative-agreement.docx	WKB / Clive Atherton	At closing	In Progress	Authority for indemnification claims, escrow releases, working capital disputes
7	I. Transaction Agreements	Letter of Transmittal	Finalization and mailing of Letter of Transmittal to Cascadia stockholders	letter-of-transmittal-form.docx	Trident Transfer Agency, Inc. / Calderwood & Harkness LLP	Post-closing	Not Started	$15.79 per share; includes IRS Form W-9 requirements
8	II. Corporate Approvals — Northgate	NTP Board Approval	Northgate board of directors resolution approving the merger, the merger agreement, and the financing	Philippa Ashworth (General Counsel, NTP) / Calderwood & Harkness LLP	Prior to signing	In Progress	Board Chair: Dame Catherine Enright, DBE
9	II. Corporate Approvals — Northgate	Merger Sub Board Approval	NTP Acquisition Sub, Inc. board resolution and sole stockholder consent approving the merger	Liam Sutherland (Sole Director) / Calderwood & Harkness LLP	Prior to signing	In Progress	Sole director: Liam Sutherland; sole stockholder: Northgate
10	II. Corporate Approvals — Northgate	Officer's Certificate — Northgate	Delivery of officer's certificate certifying satisfaction of Northgate's closing conditions, accuracy of representations, performance of covenants, no MAE	officers-certificate-northgate.docx	Liam Sutherland, VP Corporate Development / C&H	At closing	Not Started
11	III. Corporate Approvals — Cascadia	CFN Board Approval	Cascadia board of directors resolution approving and recommending the merger to stockholders	Sandra Whitfield (General Counsel, CFN) / WKB	Prior to signing	In Progress	Board: Derek Holmgren, Priya Ramachandran, Clive Atherton, Rebecca Montrose, Gerald Foss, Diane Okamoto
12	III. Corporate Approvals — Cascadia	CFN Stockholder Approval	Approval of the merger by holders of a majority of Cascadia's outstanding shares (DGCL § 251(c))	Cascadia / WKB / Alderman Proxy Advisors, LLC	Post-signing; prior to closing	Not Started	Fully diluted shares: 47,500,000; Timberline (42.3%) + Ridgecrest (17.8%) = 60.1% committed via voting agreements
13	III. Corporate Approvals — Cascadia	Officer's Certificate — Cascadia	Delivery of officer's certificate certifying satisfaction of Cascadia's closing conditions, accuracy of representations, performance of covenants, no MAE	officers-certificate-cascadia.docx	Derek Holmgren, CEO / WKB	At closing	Not Started
14	III. Corporate Approvals — Cascadia	Secretary's Certificate — Cascadia	Delivery of secretary's certificate with certified charter, bylaws, board resolutions, and evidence of stockholder approval	secretarys-certificate-cascadia.docx	Sandra Whitfield, General Counsel (acting as Secretary) / WKB	At closing	Not Started
15	III. Corporate Approvals — Cascadia	FIRPTA Certificate	Delivery of certificate of non-foreign status under IRC § 1445	firpta-certificate.docx	Tobias Engel, CFO / WKB	At closing	Not Started	Cascadia EIN: 45-6128937
16	IV. Regulatory Approvals	HSR Act Filing	Filing of HSR Act Premerger Notification Form with FTC and DOJ	hsr-filing-draft.docx	Howard Bellamy (C&H, Antitrust) / Prumvane Brothers & Co.	~April 21, 2025 (within 10 business days of signing)	In Progress	Filing fee: $250,000 ($500M–$1B tier, 2025 thresholds); combined revenues exceed $110.4M threshold; deal value exceeds $119.5M
17	IV. Regulatory Approvals	HSR Waiting Period Expiration	Expiration or early termination of 30-day HSR waiting period	Howard Bellamy (C&H)	TBD (~30 days post-filing; longer if second request)	Not Started	Condition precedent to closing
18	IV. Regulatory Approvals	FCC Transfer of Control Application	Filing of FCC application for consent to transfer control of Cascadia's international § 214 authorization and related licenses	fcc-transfer-application-draft.docx	Howard Bellamy / Aaron Whitmore (WKB, Regulatory)	~April 28, 2025 (within 15 business days of signing)	In Progress	Includes foreign ownership disclosure re: Northgate UK domicile
19	IV. Regulatory Approvals	FCC Approval	Receipt of FCC consent to transfer of control	Howard Bellamy / Aaron Whitmore	TBD	Not Started	Condition precedent to closing
20	IV. Regulatory Approvals	Oregon PUC Approval	Filing and receipt of Oregon Public Utility Commission approval for change of control	state-puc-notification-letters.docx	Aaron Whitmore (WKB) / C&H	Filing: ~April 28, 2025; Approval: TBD	Not Started
21	IV. Regulatory Approvals	Washington UTC Approval	Filing and receipt of Washington Utilities and Transportation Commission approval for change of control	state-puc-notification-letters.docx	Aaron Whitmore (WKB) / C&H	Filing: ~April 28, 2025; Approval: TBD	Not Started
22	IV. Regulatory Approvals	Idaho PUC Approval	Filing and receipt of Idaho Public Utilities Commission approval for change of control	state-puc-notification-letters.docx	Aaron Whitmore (WKB) / C&H	Filing: ~April 28, 2025; Approval: TBD	Not Started
23	IV. Regulatory Approvals	Nevada PUC Approval	Filing and receipt of Nevada Public Utilities Commission approval for change of control	state-puc-notification-letters.docx	Aaron Whitmore (WKB) / C&H	Filing: ~April 28, 2025; Approval: TBD	Not Started
24	IV. Regulatory Approvals	CFIUS Voluntary Notice	Submission and clearance of voluntary CFIUS notice	cfius-voluntary-notice-draft.docx	Howard Bellamy (C&H)	Filing: ~April–May 2025; Clearance: TBD	In Progress	Low risk — UK Five Eyes ally; Cascadia's proximity to government/DOD customer sites analyzed

25	IV. Regulatory Approvals	Estimated Regulatory Timeline	All regulatory approvals expected within 90–150 days from signing	C&H / WKB	Target: August 2025; Outside Date: September 30, 2025	N/A	Mutual 60-day extension if regulatory sole outstanding condition
26	V. Third-Party Consents	Pacific Ridge Data Centers, LLC — MSA Consent	Obtain written consent from Pacific Ridge Data Centers, LLC under Master Services Agreement for change of control	Cascadia (Derek Holmgren / Sandra Whitfield) / WKB	Prior to closing	Not Started	Annual revenue ~$22,000,000; written consent required
27	V. Third-Party Consents	Clearpath Internet Services, Inc. — IRU Consent	Obtain consent from Clearpath Internet Services, Inc. under Wholesale Fiber IRU Agreement for change of control	Cascadia / WKB	Prior to closing	Not Started	20-year IRU; consent required, deemed not to be unreasonably withheld
28	V. Third-Party Consents	Oregon Municipal Broadband Cooperative — Consent	Obtain consent from Oregon Municipal Broadband Cooperative board for change of control under Cooperative Agreement	Cascadia / WKB	Prior to closing	Not Started	Cooperative board consent required
29	VI. Financing — Credit Facility	Credit Agreement Execution	Execution of $500,000,000 Senior Secured Credit Agreement among Cascadia (borrower post-closing), Northgate (guarantor), Pinnacle Atlantic Bank, N.A. (administrative agent), and lenders	credit-agreement-draft.docx	Calderwood & Harkness LLP / Hargreaves & Liddell LLP (Victoria Penn)	At closing	In Progress	Term Loan A: $300M; Revolving Credit Facility: $200M; 5-year maturity; SOFR + 225 bps; commitment fee 37.5 bps on undrawn revolver
30	VI. Financing — Credit Facility	Guaranty Agreement Execution	Execution of Guaranty Agreement by Northgate and its U.S. holding subsidiary	guaranty-agreement-draft.docx	C&H / H&L	At closing	In Progress
31	VI. Financing — Credit Facility	Security Agreement / Pledge Agreement Execution	Execution of Security Agreement granting first-priority lien on Cascadia assets and Pledge Agreement for 100% of Cascadia equity	security-pledge-agreement-draft.docx	C&H / H&L	At closing	In Progress	Pinnacle Atlantic Bank, N.A. as collateral agent
32	VI. Financing — Credit Facility	Satisfaction of Conditions Precedent to Funding	Confirm all conditions precedent under the commitment letter and credit agreement are satisfied	Richard Dormer (Pinnacle) / C&H / H&L	At closing	Not Started	Ref: PAB-CL-2025-03102
33	VI. Financing — Credit Facility	Term Loan A Funding	Draw of $300,000,000 Term Loan A	Pinnacle Atlantic Bank / Syndicate Lenders	At closing	Not Started	Syndicate: Pinnacle $200M, Commonwealth Trust Bank $125M, Dralvecen National Bank $100M, Elkhorn Capital Markets $75M
34	VI. Financing — Credit Facility	Revolving Credit Facility Draw	Draw of $200,000,000 under Revolving Credit Facility	Pinnacle Atlantic Bank / Syndicate Lenders	At closing	Not Started	Financial covenants: Total Net Leverage ≤ 4.50x (stepping to 3.75x by Year 3); Interest Coverage ≥ 2.50x
35	VI. Financing — Credit Facility	Northgate Cash Contribution	Wire of $250,000,000 cash on hand from Northgate	Gemma Haverford (CFO, NTP) / C&H	At closing	Not Started	Total sources: $500M (facility) + $250M (cash) = $750M + transaction costs
36	VII. Payoff of Existing Indebtedness	Elkhorn Capital Markets Term Loan Payoff	Payoff and retirement of Cascadia's existing $82,600,000 term loan with Elkhorn Capital Markets, LLC	payoff-letter-elkhorn.docx	Cascadia / WKB / Elkhorn Capital Markets / C&H	At closing	In Progress	Change of control triggers mandatory prepayment; prepayment premium: 1.0% = $826,000; total payoff estimated at $82.6M + $826K + accrued interest; payoff amount confirmed T-2 business days
37	VII. Payoff of Existing Indebtedness	Elkhorn Lien Releases	Receipt of lien releases from Elkhorn Capital Markets upon payoff	Elkhorn Capital Markets / WKB	At closing	Not Started	UCC termination statements to be filed
38	VII. Payoff of Existing Indebtedness	Capital Lease Obligations	Address ~$12,300,000 in capital lease obligations for fiber equipment	Cascadia / Tobias Engel (CFO) / WKB	At or prior to closing	Not Started	Total Cascadia indebtedness at closing estimated at $94,900,000
39	VIII. Escrow Funding	Indemnification Escrow Deposit	Deposit of $67,500,000 into escrow account at Clearfield Escrow Services, Inc.	C&H / Martin Grieves (Clearfield Escrow) / Trident Transfer Agency	At closing	Not Started	9% of deal value; 50% of indemnification cap ($135M); release aligned with 24-month general rep survival period
40	IX. Insurance	R&W Insurance Policy — Bind	Binding of representations & warranties insurance policy with Marlowe Asset Management Specialty Insurance Co. (placed through Gresham Underwriting Group, Ltd.)	rw-insurance-analysis-memo.docx	Andrew Fitzpatrick (C&H) / Gresham Underwriting	Prior to or at closing	In Progress	Policy limit: $75,000,000 (10% of deal value); retention: $7,500,000 (drops to $3,750,000 after 12 months); estimated premium: $2,625,000 (3.5% rate on limit)
41	IX. Insurance	D&O Tail Policy — Bind	Binding of directors' & officers' liability tail policy for Cascadia's pre-closing directors and officers with Pemberton D&O Assurance, Ltd.	Cascadia / WKB / Pemberton D&O Assurance	At or prior to closing	Not Started	6-year tail; policy limit: $25,000,000
42	X. Working Capital	Estimated Closing Statement Preparation	Preparation of estimated closing net working capital statement	Tobias Engel (CFO, CFN) / Hawthorne & Sable LLP (Douglas Kirwan)	Prior to closing (per merger agreement timeline)	Not Started	Target Net Working Capital: $14,800,000; collar: ±$1,500,000
43	X. Working Capital	Working Capital Adjustment Review	Review and agreement on estimated closing net working capital vs. target	Gemma Haverford (CFO, NTP) / Hawthorne & Sable LLP / C&H	Prior to closing	Not Started	Tipping basket applies at $7,500,000
44	XI. Equity Incentive Plan	Accelerated Vesting of Cascadia Equity Awards	Process accelerated vesting of all outstanding options, RSUs, and warrants under Cascadia equity incentive plan triggered by change of control	Cascadia / Tobias Engel / Sandra Whitfield / WKB	At closing	Not Started	Fully diluted shares: 47,500,000 (includes options, RSUs, warrants)
45	XI. Equity Incentive Plan	Cancellation and Cash-Out of Awards	Cancellation of all Cascadia equity awards and payment of per-share merger consideration less exercise price (if applicable)	Cascadia / Trident Transfer Agency / WKB	At closing	Not Started	Per-share consideration: $15.79
46	XII. Delaware Filings	Certificate of Merger Filing	File Certificate of Merger with Delaware Secretary of State under DGCL § 251	certificate-of-merger-form.docx	Calderwood & Harkness LLP	At closing	Not Started	NTP Acquisition Sub (DE File No. 7301524) merges with and into Cascadia (DE File No. 5197843); Cascadia survives
47	XII. Delaware Filings	Amended & Restated Certificate of Incorporation	File Amended and Restated Certificate of Incorporation of Cascadia as surviving corporation	amended-restated-certificate-of-incorporation.docx	Calderwood & Harkness LLP	At closing	Not Started	Reflects status as wholly owned subsidiary of Northgate
48	XII. Delaware Filings	Amended & Restated Bylaws Adoption	Adopt Amended and Restated Bylaws of Cascadia as surviving corporation	amended-restated-bylaws.docx	Calderwood & Harkness LLP	At closing	Not Started
49	XIII. Funds Flow	Funds Flow Memorandum — Finalize	Finalize detailed funds flow memorandum with all sources, uses, and wire instructions	funds-flow-memo.xlsx	Andrew Fitzpatrick (C&H) / Gemma Haverford (NTP) / Tobias Engel (CFN) / Pinnacle Atlantic Bank	T-2 business days prior to closing	In Progress	Sources: $300M TLA + $200M RCF + $250M NTP cash; Uses: $750M merger consideration ($67.5M to escrow, $682.5M to Trident for stockholder disbursement), $82.6M Elkhorn payoff + $826K premium, transaction expenses

50	XIII. Funds Flow	Wire Instructions — Collect & Verify	Collect and verify wire instructions from all recipients	C&H / all parties	T-2 business days prior to closing	Not Started	Recipients: Trident Transfer Agency, Clearfield Escrow, Elkhorn Capital Markets, advisors, counsel
51	XIV. Consideration Disbursement	Merger Consideration to Trident Transfer Agency	Wire $682,500,000 (net of escrow) to Trident Transfer Agency, Inc. for disbursement to Cascadia stockholders	C&H / Trident Transfer Agency (480 Washington Blvd, Jersey City, NJ 07310)	At closing	Not Started	$750M - $67.5M escrow = $682.5M
52	XIV. Consideration Disbursement	Mailing of Letters of Transmittal	Mail Letters of Transmittal and exchange instructions to Cascadia stockholders of record	letter-of-transmittal-form.docx	Trident Transfer Agency / Alderman Proxy Advisors	Promptly after closing	Not Started
53	XV. Tax Matters	Tax Withholding & Reporting	Coordinate backup withholding and IRS reporting for merger consideration payments	Hawthorne & Sable LLP (Elena Montague) / Trident Transfer Agency	At and after closing	Not Started	IRS Form W-9 required from stockholders via Letter of Transmittal
54	XVI. Proxy Solicitation	Proxy Solicitation / Information Statement	Engage Alderman Proxy Advisors, LLC to assist with stockholder solicitation for merger vote	Alderman Proxy Advisors / Cascadia / WKB	Post-signing; prior to stockholder vote	Not Started	Majority vote required; 60.1% committed via voting agreements
55	XVII. Accounting & Tax Advisory	Purchase Price Allocation (Preliminary)	Preliminary purchase price allocation analysis	Hawthorne & Sable LLP (Douglas Kirwan) / Gemma Haverford (NTP)	At/after closing	Not Started
56	XVII. Accounting & Tax Advisory	Transaction Tax Analysis	Final transaction tax analysis and structuring confirmation	Hawthorne & Sable LLP (Elena Montague) / C&H	Prior to closing	In Progress	Tax representations survive 60 days past statute of limitations expiration

[sheet: Conditions Precedent]

Item #	Condition Type	Merger Agreement Section	Description	Responsible Party	Status	Notes
1	Mutual	Art. VII	HSR Act waiting period expired or early termination granted	Howard Bellamy (C&H)	Not Satisfied	Filing target: ~April 21, 2025; fee: $250,000
2	Mutual	Art. VII	FCC consent to transfer of control of Cascadia's international § 214 authorization and related licenses received	Howard Bellamy / Aaron Whitmore (WKB)	Not Satisfied	Filing target: ~April 28, 2025
3	Mutual	Art. VII	State PUC approvals obtained — Oregon PUC, Washington UTC, Idaho PUC, Nevada PUC	Aaron Whitmore (WKB) / C&H	Not Satisfied	4 state approvals required
4	Mutual	Art. VII	CFIUS clearance obtained or safe harbor period expired	Howard Bellamy (C&H)	Not Satisfied	Voluntary notice; low risk
5	Mutual	Art. VII	No governmental order or injunction preventing consummation of the merger	C&H / WKB	Not Satisfied	Standard condition
6	Mutual	Art. VII	Cascadia stockholder approval obtained (majority of outstanding shares)	Cascadia / WKB / Alderman Proxy Advisors	Not Satisfied	60.1% committed via voting agreements
7	Northgate's Conditions	Art. VII	Cascadia's representations and warranties true and correct at closing (subject to MAE qualifier)	WKB / Derek Holmgren	Not Satisfied	Officer's certificate required
8	Northgate's Conditions	Art. VII	Cascadia has performed all covenants and obligations in all material respects	WKB	Not Satisfied
9	Northgate's Conditions	Art. VII	No Material Adverse Effect with respect to Cascadia since signing	C&H / WKB	Not Satisfied	MAE carve-outs: general economic conditions, industry conditions, changes in law, pandemic, acts of war (unless disproportionate to Cascadia vs. peers)
10	Northgate's Conditions	Art. VII	Delivery of Officer's Certificate — Cascadia	Derek Holmgren (CEO, CFN)	Not Satisfied
11	Northgate's Conditions	Art. VII	Delivery of Secretary's Certificate — Cascadia	Sandra Whitfield (GC, CFN)	Not Satisfied	With certified charter, bylaws, board resolutions, stockholder approval
12	Northgate's Conditions	Art. VII	Delivery of FIRPTA Certificate	Tobias Engel (CFO, CFN)	Not Satisfied	EIN: 45-6128937
13	Northgate's Conditions	Art. VII	Receipt of all required third-party consents (Pacific Ridge, Clearpath, Oregon Municipal Broadband Cooperative)	Cascadia / WKB	Not Satisfied	Pacific Ridge: written consent required; Clearpath: consent not unreasonably withheld; Oregon Cooperative: board consent
14	Northgate's Conditions	Art. VII	Payoff of Cascadia's existing indebtedness with Elkhorn Capital Markets, LLC ($82.6M + prepayment premium)	Cascadia / Elkhorn / C&H	Not Satisfied	Payoff letter to be finalized T-2
15	Cascadia's Conditions	Art. VII	Northgate's representations and warranties true and correct at closing (subject to MAE qualifier)	C&H / Liam Sutherland	Not Satisfied	Officer's certificate required
16	Cascadia's Conditions	Art. VII	Northgate has performed all covenants and obligations in all material respects	C&H	Not Satisfied
17	Cascadia's Conditions	Art. VII	No Material Adverse Effect with respect to Northgate since signing	C&H	Not Satisfied
18	Cascadia's Conditions	Art. VII	Delivery of Officer's Certificate — Northgate	Liam Sutherland (VP, Corp Dev, NTP)	Not Satisfied
19	Cascadia's Conditions	Art. VII	Availability and funding of the $500M credit facility (Term Loan A: $300M + RCF: $200M)	Pinnacle Atlantic Bank / C&H / H&L	Not Satisfied	Conditions precedent in commitment letter must be satisfied
20	Cascadia's Conditions	Art. VII	Deposit of merger consideration with Trident Transfer Agency / escrow with Clearfield Escrow Services	Northgate / C&H	Not Satisfied	$682.5M to Trident; $67.5M to Clearfield

[sheet: Responsible Parties]

Organization	Role	Contact Name	Title	Address	Primary Workstreams
Northgate Telecommunications PLC	Acquirer / Client	Sir Malcolm Trent, KBE	CEO	14 Broadwick Place, London W1F 8HN, United Kingdom	Executive oversight
Northgate Telecommunications PLC	Acquirer / Client	Gemma Haverford	CFO	14 Broadwick Place, London W1F 8HN, United Kingdom	Financing, funds flow, working capital
Northgate Telecommunications PLC	Acquirer / Client	Philippa Ashworth	General Counsel	14 Broadwick Place, London W1F 8HN, United Kingdom	Legal oversight, board approvals
Northgate Telecommunications PLC	Acquirer / Client	Liam Sutherland	VP, Corporate Development; Sole Director, Merger Sub	14 Broadwick Place, London W1F 8HN, United Kingdom	Transaction management, officer certificates, Merger Sub approvals
Northgate Telecommunications PLC	Acquirer / Client	Dame Catherine Enright, DBE	Board Chair	14 Broadwick Place, London W1F 8HN, United Kingdom	Board oversight
Cascadia Fiber Networks, Inc.	Target	Derek Holmgren	CEO & Co-Founder	2750 NW Thurman Street, Suite 400, Portland, OR 97210	Executive oversight, officer certificate, third-party consents
Cascadia Fiber Networks, Inc.	Target	Priya Ramachandran	CTO & Co-Founder	2750 NW Thurman Street, Suite 400, Portland, OR 97210	IP, technology diligence
Cascadia Fiber Networks, Inc.	Target	Tobias Engel	CFO	2750 NW Thurman Street, Suite 400, Portland, OR 97210	Financials, working capital, FIRPTA certificate, payoff coordination
Cascadia Fiber Networks, Inc.	Target	Sandra Whitfield	General Counsel	2750 NW Thurman Street, Suite 400, Portland, OR 97210	Secretary's certificate, board resolutions, disclosure schedules
Calderwood & Harkness LLP	Acquirer's Counsel	Oliver Mackenzie	Responsible Partner, M&A	600 Lexington Avenue, 30th Floor, New York, NY 10022	Overall transaction; merger agreement
Calderwood & Harkness LLP	Acquirer's Counsel	Harrison Wexford	Billing Partner, M&A	600 Lexington Avenue, 30th Floor, New York, NY 10022	Budget, billing
Calderwood & Harkness LLP	Acquirer's Counsel	Andrew Fitzpatrick	Lead Associate, M&A	600 Lexington Avenue, 30th Floor, New York, NY 10022	Transaction docs, diligence, financing, R&W insurance, funds flow
Calderwood & Harkness LLP	Acquirer's Counsel	Naomi Petersen	Working Associate, M&A	600 Lexington Avenue, 30th Floor, New York, NY 10022	Diligence, change of control analysis, employment/benefits, IP
Calderwood & Harkness LLP	Acquirer's Counsel	Howard Bellamy	Specialist Partner, Antitrust & Competition	600 Lexington Avenue, 30th Floor, New York, NY 10022	HSR, FCC, CFIUS, state PUC filings
Whitmore, Kessler & Braun LLP	Target's Counsel	Jonathan Kessler	Lead Partner, M&A	1120 SW Quelston Street, Suite 800, Portland, OR 97205	Merger agreement negotiation, disclosure schedules
Whitmore, Kessler & Braun LLP	Target's Counsel	Megan Tsai	Associate Lead	1120 SW Quelston Street, Suite 800, Portland, OR 97205	Transaction docs, diligence responses
Whitmore, Kessler & Braun LLP	Target's Counsel	Aaron Whitmore	Regulatory Counsel	1120 SW Quelston Street, Suite 800, Portland, OR 97205	FCC, state PUC filings
Prumvane Brothers & Co.	Acquirer's Financial Advisor	Simone Favreau	Lead Managing Director	383 Madison Avenue, 12th Floor, New York, NY 10179	Financial advisory, valuation
Prumvane Brothers & Co.	Acquirer's Financial Advisor	Nathan Chu	Vice President	383 Madison Avenue, 12th Floor, New York, NY 10179	Financial advisory support
Copperfield Zanthor & Partners	Target's Financial Advisor	Paul Tremaine	Lead Managing Director	555 Market Street, Suite 2600, San Francisco, CA 94105	Fairness opinion, financial advisory to Cascadia
Copperfield Zanthor & Partners	Target's Financial Advisor	Leah Gutierrez	Vice President	555 Market Street, Suite 2600, San Francisco, CA 94105	Financial advisory support
Pinnacle Atlantic Bank, N.A.	Administrative Agent / Lead Arranger	Richard Dormer	Managing Director, Leveraged Finance	270 Park Place, Charlotte, NC 28202	Credit facility, syndication, funding
Hargreaves & Liddell LLP	Lender's Counsel	Victoria Penn	Lead Partner	One Liberty Plaza, 48th Floor, New York, NY 10006	Credit agreement, security/pledge docs, guaranty
Clearfield Escrow Services, Inc.	Escrow Agent	Martin Grieves	Escrow Officer	100 Wall Street, 20th Floor, New York, NY 10005	Indemnification escrow ($67.5M)

Trident Transfer Agency, Inc.	Transfer & Paying Agent	—	—	480 Washington Boulevard, Jersey City, NJ 07310	Merger consideration disbursement, letters of transmittal
Alderman Proxy Advisors, LLC	Proxy Solicitor	—	—	1407 Broadway, 27th Floor, New York, NY 10018	Stockholder solicitation for merger vote
Hawthorne & Sable LLP	Acquirer's Accounting/Tax Advisor	Douglas Kirwan	Engagement Partner	30 Rockefeller Plaza, Suite 2000, New York, NY 10112	PPA, accounting advisory
Hawthorne & Sable LLP	Acquirer's Accounting/Tax Advisor	Elena Montague	Tax Partner	30 Rockefeller Plaza, Suite 2000, New York, NY 10112	Transaction tax, withholding, reporting
Gresham Underwriting Group, Ltd.	R&W Insurance Broker	—	—	25 Old Broad Street, London EC2N 1HQ	R&W policy placement
Marlowe Asset Management Specialty Insurance Co.	R&W Insurance Carrier	—	—	175 Water Street, 22nd Floor, New York, NY 10038	R&W policy underwriting ($75M limit)
Pemberton D&O Assurance, Ltd.	D&O Tail Insurance Carrier	—	—	71 Fenchurch Street, London EC3M 4BS	D&O tail policy ($25M, 6-year tail)
Timberline Growth Partners, LP	Lead Investor (Cascadia, 42.3%)	Clive Atherton	Board Chair (CFN) / Managing Partner (Timberline GP)	888 SW Fifth Avenue, Suite 1500, Portland, OR 97204	Voting agreement, stockholder representative
Ridgecrest Venture Fund III, LP	Investor (Cascadia, 17.8%)	Rebecca Montrose	Director (CFN) / Managing Director (Ridgecrest GP)	101 California Street, Suite 3200, San Francisco, CA 94111	Voting agreement
Corporation Trust Associates	Registered Agent (DE)	—	—	1209 Orange Street, Wilmington, DE 19801	DE registered agent for Merger Sub and NTP subsidiaries

[sheet: Key Financial Summary]

Item	Amount	Notes
Aggregate Merger Consideration	$750,000,000	All cash; no stock component
Implied Per-Share Price	$15.79	$750M ÷ 47,500,000 fully diluted shares = $15.7895
Fully Diluted Shares (Cascadia)	47,500,000	Includes options, RSUs, warrants
Cascadia FY2024 Revenue	$187,400,000
Cascadia FY2024 EBITDA	$61,200,000
Implied EV/EBITDA Multiple	~12.25x	$750M ÷ $61.2M

SOURCES OF FUNDS

Term Loan A Draw (Pinnacle Atlantic)	$300,000,000	Part of $500M senior secured credit facility
Revolving Credit Facility Draw	$200,000,000	Part of $500M senior secured credit facility
Northgate Cash on Hand	$250,000,000
Total Sources	$750,000,000	Plus additional amounts for transaction costs

USES OF FUNDS

Merger Consideration — to Trident (net of escrow)	$682,500,000	For disbursement to Cascadia stockholders
Indemnification Escrow — to Clearfield Escrow	$67,500,000	9% of deal value; 50% of indemnification cap
Elkhorn Term Loan Payoff (principal)	$82,600,000	Mandatory prepayment upon change of control
Elkhorn Prepayment Premium (1.0%)	$826,000	$82.6M × 1.0%
Elkhorn Accrued Interest	TBD	Confirmed T-2 business days
Capital Leases	~$12,300,000	Fiber equipment leases
Total Cascadia Indebtedness	~$94,900,000	$82.6M + $12.3M
Transaction Expenses (estimated)	TBD	Advisory fees, legal fees, filing fees, insurance premiums
HSR Filing Fee	$250,000	$500M–$1B tier (2025)
R&W Insurance Premium (estimated)	$2,625,000	$75M limit × 3.5% rate

INDEMNIFICATION TERMS

Indemnification Cap (18%)	$135,000,000	$750M × 18%
Indemnification Escrow (9%)	$67,500,000	50% of cap; deposited at closing
De Minimis Threshold (per claim)	$250,000
Basket / Deductible (tipping, 1.0%)	$7,500,000	$750M × 1.0%; tipping basket (not true deductible)
General Rep Survival Period	24 months
Fundamental Rep Survival Period	60 months
Tax Rep Survival Period	60 days past statute of limitations

TERMINATION FEES

Reverse Termination Fee (Northgate)	$30,000,000	$750M × 4.0%
Target Termination Fee (Cascadia)	$26,250,000	$750M × 3.5%; superior proposal
Expense Reimbursement Cap (mutual)	$5,000,000

WORKING CAPITAL

Target Net Working Capital	$14,800,000	Preliminary estimate
Working Capital Collar	±$1,500,000

INSURANCE

R&W Policy Limit	$75,000,000	10% of deal value; Marlowe Asset Management Specialty Insurance Co.
R&W Retention	$7,500,000	Drops to $3,750,000 after 12 months
D&O Tail Policy Limit	$25,000,000	6-year tail; Pemberton D&O Assurance, Ltd.

CREDIT FACILITY TERMS

Total Facility	$500,000,000	Pinnacle Atlantic Bank, N.A. as administrative agent
Interest Rate	SOFR + 225 bps	Subject to leverage-based step-downs
Commitment Fee (undrawn RCF)	37.5 bps
Maturity	5 years from closing
Total Net Leverage Covenant	≤ 4.50x (stepping to 3.75x by Year 3)
Interest Coverage Covenant	≥ 2.50x

[sheet: Cover]
Field | Detail
Transaction | Forward Merger — Northgate Telecommunications PLC / Cascadia Fiber Networks, Inc.
Structure | Forward merger under DGCL § 251; NTP Acquisition Sub, Inc. merges with and into Cascadia Fiber Networks, Inc.; Cascadia survives as wholly owned subsidiary of Northgate
Aggregate Merger Consideration | $750,000,000 (all cash)
Implied Per-Share Price | $15.79
Acquirer | Northgate Telecommunications PLC
Merger Sub | NTP Acquisition Sub, Inc.
Target | Cascadia Fiber Networks, Inc.
Acquirer's Counsel | Calderwood & Harkness LLP
Target's Counsel | Whitmore, Kessler & Braun LLP
Acquirer's Financial Advisor | Prumvane Brothers & Co.
Target's Financial Advisor | Copperfield Zanthor & Partners
Administrative Agent / Lead Arranger | Pinnacle Atlantic Bank, N.A.
Lender's Counsel | Hargreaves & Liddell LLP
Escrow Agent | Clearfield Escrow Services, Inc.
Transfer & Paying Agent | Trident Transfer Agency, Inc.
Proxy Solicitor | Alderman Proxy Advisors, LLC
C&H Matter Number | 1022-00006
C&H Billing Number | 78432.001
Governing Law (Merger Agreement) | Delaware
Governing Law (Credit Facility / Escrow) | New York
LOI Reference | NTP-CFN-LOI-2025-001
Commitment Letter Reference | PAB-CL-2025-03102
Target Signing Date | April 7, 2025
Estimated Closing | August 2025
Outside Date | September 30, 2025 (extendable to November 29, 2025 if regulatory approvals sole outstanding condition)
Prepared By | Andrew Fitzpatrick / Naomi Petersen, Calderwood & Harkness LLP
Supervised By | Oliver Mackenzie, Responsible Partner
Last Updated | [Date]
[sheet: Key Dates & Milestones]
Item # | Date | Event / Milestone | Status | Notes
1 | 2011 | Cascadia Fiber Networks, Inc. founded | Complete
2 | February 14, 2025 | LOI executed between NTP and CFN; exclusivity begins (60 days) | Complete | Ref: NTP-CFN-LOI-2025-001
3 | February 21, 2025 | NTP Acquisition Sub, Inc. incorporated in Delaware | Complete | DE File No. 7301524
4 | February 26, 2025 | Calderwood & Harkness LLP engagement opened | Complete | Matter No. 1022-00006
5 | March 10, 2025 | Pinnacle Atlantic Bank commitment letter executed | Complete | Ref: PAB-CL-2025-03102; $500M facility
6 | April 7, 2025 (target) | Merger agreement signing | Pending | Advanced drafting stage
7 | April 14, 2025 | Exclusivity period expires | Pending | 60 days from LOI execution
8 | ~April 21, 2025 | HSR Act filing (within 10 business days of signing) | Pending | Filing fee: $250,000
9 | ~April 28, 2025 | FCC transfer of control application filing (within 15 business days of signing) | Pending | International § 214 authorization and related licenses
10 | ~April 28, 2025 | State PUC notification filings (OR, WA, ID, NV) | Pending | Filed concurrently with or shortly after FCC
11 | ~April–May 2025 | CFIUS voluntary notice submission | Pending | Low risk assessment — UK Five Eyes ally
12 | TBD | HSR waiting period expiration / early termination | Pending | 30-day initial waiting period; potential second request
13 | TBD | FCC approval received | Pending
14 | TBD | State PUC approvals received (OR, WA, ID, NV) | Pending
15 | TBD | CFIUS clearance received | Pending
16 | TBD | Third-party consents obtained (Pacific Ridge, Clearpath, Oregon Municipal Broadband Cooperative) | Pending
17 | TBD | Cascadia stockholder vote / written consent | Pending | Majority of outstanding shares required; Timberline (42.3%) + Ridgecrest (17.8%) = 60.1% committed
18 | August 2025 (target) | Closing | Pending | Estimated 90–150 days post-signing for regulatory approvals
19 | September 30, 2025 | Outside date | N/A | Mutual 60-day extension available if regulatory approvals sole outstanding condition
20 | November 29, 2025 | Extended outside date (if applicable) | N/A
[sheet: Closing Checklist]
Item # | Category | Sub-Category | Description | Document / Filing | Responsible Party | Target Date | Status | Notes / Comments
1 | I. Transaction Agreements | Merger Agreement | Execution and delivery of Agreement and Plan of Merger among Northgate Telecommunications PLC, NTP Acquisition Sub, Inc., and Cascadia Fiber Networks, Inc. | merger-agreement-execution-draft.docx | Calderwood & Harkness LLP / Whitmore, Kessler & Braun LLP | April 7, 2025 | In Progress | Advanced drafting; redline under negotiation with WKB
2 | I. Transaction Agreements | Disclosure Schedules | Completion and delivery of Disclosure Schedules to Agreement and Plan of Merger | disclosure-schedules-shell.docx | Cascadia / Whitmore, Kessler & Braun LLP | April 7, 2025 | In Progress | Shell prepared by C&H; population by Cascadia/WKB
3 | I. Transaction Agreements | Voting & Support Agreement — Timberline | Execution of Voting and Support Agreement by Timberline Growth Partners, LP (42.3% of outstanding shares) | voting-support-agreement-timberline.docx | Timberline Growth Partners / Clive Atherton / WKB | April 7, 2025 (at signing) | In Progress | Signed by Clive Atherton as Managing Partner of Timberline Growth Management, LLC
4 | I. Transaction Agreements | Voting & Support Agreement — Ridgecrest | Execution of Voting and Support Agreement by Ridgecrest Venture Fund III, LP (17.8% of outstanding shares) | voting-support-agreement-ridgecrest.docx | Ridgecrest Venture Fund III / Rebecca Montrose / WKB | April 7, 2025 (at signing) | In Progress | Signed by Rebecca Montrose as Managing Director of Ridgecrest Capital Management, LLC; combined with Timberline = 60.1%
5 | I. Transaction Agreements | Escrow Agreement | Execution and delivery of Escrow Agreement among Northgate, Stockholder Representative, and Clearfield Escrow Services, Inc. | escrow-agreement.docx | Calderwood & Harkness LLP / Martin Grieves (Clearfield) | At closing | In Progress | $67,500,000 indemnification escrow; governed by New York law
6 | I. Transaction Agreements | Stockholder Representative Agreement | Execution of Stockholder Representative Agreement appointing Clive Atherton as representative | stockholder-representative-agreement.docx | WKB / Clive Atherton | At closing | In Progress | Authority for indemnification claims, escrow releases, working capital disputes
7 | I. Transaction Agreements | Letter of Transmittal | Finalization and mailing of Letter of Transmittal to Cascadia stockholders | letter-of-transmittal-form.docx | Trident Transfer Agency, Inc. / Calderwood & Harkness LLP | Post-closing | Not Started | $15.79 per share; includes IRS Form W-9 requirements
8 | II. Corporate Approvals — Northgate | NTP Board Approval | Northgate board of directors resolution approving the merger, the merger agreement, and the financing | Philippa Ashworth (General Counsel, NTP) / Calderwood & Harkness LLP | Prior to signing | In Progress | Board Chair: Dame Catherine Enright, DBE
9 | II. Corporate Approvals — Northgate | Merger Sub Board Approval | NTP Acquisition Sub, Inc. board resolution and sole stockholder consent approving the merger | Liam Sutherland (Sole Director) / Calderwood & Harkness LLP | Prior to signing | In Progress | Sole director: Liam Sutherland; sole stockholder: Northgate
10 | II. Corporate Approvals — Northgate | Officer's Certificate — Northgate | Delivery of officer's certificate certifying satisfaction of Northgate's closing conditions, accuracy of representations, performance of covenants, no MAE | officers-certificate-northgate.docx | Liam Sutherland, VP Corporate Development / C&H | At closing | Not Started
11 | III. Corporate Approvals — Cascadia | CFN Board Approval | Cascadia board of directors resolution approving and recommending the merger to stockholders | Sandra Whitfield (General Counsel, CFN) / WKB | Prior to signing | In Progress | Board: Derek Holmgren, Priya Ramachandran, Clive Atherton, Rebecca Montrose, Gerald Foss, Diane Okamoto
12 | III. Corporate Approvals — Cascadia | CFN Stockholder Approval | Approval of the merger by holders of a majority of Cascadia's outstanding shares (DGCL § 251(c)) | Cascadia / WKB / Alderman Proxy Advisors, LLC | Post-signing; prior to closing | Not Started | Fully diluted shares: 47,500,000; Timberline (42.3%) + Ridgecrest (17.8%) = 60.1% committed via voting agreements
13 | III. Corporate Approvals — Cascadia | Officer's Certificate — Cascadia | Delivery of officer's certificate certifying satisfaction of Cascadia's closing conditions, accuracy of representations, performance of covenants, no MAE | officers-certificate-cascadia.docx | Derek Holmgren, CEO / WKB | At closing | Not Started
14 | III. Corporate Approvals — Cascadia | Secretary's Certificate — Cascadia | Delivery of secretary's certificate with certified charter, bylaws, board resolutions, and evidence of stockholder approval | secretarys-certificate-cascadia.docx | Sandra Whitfield, General Counsel (acting as Secretary) / WKB | At closing | Not Started
15 | III. Corporate Approvals — Cascadia | FIRPTA Certificate | Delivery of certificate of non-foreign status under IRC § 1445 | firpta-certificate.docx | Tobias Engel, CFO / WKB | At closing | Not Started | Cascadia EIN: 45-6128937
16 | IV. Regulatory Approvals | HSR Act Filing | Filing of HSR Act Premerger Notification Form with FTC and DOJ | hsr-filing-draft.docx | Howard Bellamy (C&H, Antitrust) / Prumvane Brothers & Co. | ~April 21, 2025 (within 10 business days of signing) | In Progress | Filing fee: $250,000 ($500M–$1B tier, 2025 thresholds); combined revenues exceed $110.4M threshold; deal value exceeds $119.5M
17 | IV. Regulatory Approvals | HSR Waiting Period Expiration | Expiration or early termination of 30-day HSR waiting period | Howard Bellamy (C&H) | TBD (~30 days post-filing; longer if second request) | Not Started | Condition precedent to closing
18 | IV. Regulatory Approvals | FCC Transfer of Control Application | Filing of FCC application for consent to transfer control of Cascadia's international § 214 authorization and related licenses | fcc-transfer-application-draft.docx | Howard Bellamy / Aaron Whitmore (WKB, Regulatory) | ~April 28, 2025 (within 15 business days of signing) | In Progress | Includes foreign ownership disclosure re: Northgate UK domicile
19 | IV. Regulatory Approvals | FCC Approval | Receipt of FCC consent to transfer of control | Howard Bellamy / Aaron Whitmore | TBD | Not Started | Condition precedent to closing
20 | IV. Regulatory Approvals | Oregon PUC Approval | Filing and receipt of Oregon Public Utility Commission approval for change of control | state-puc-notification-letters.docx | Aaron Whitmore (WKB) / C&H | Filing: ~April 28, 2025; Approval: TBD | Not Started
21 | IV. Regulatory Approvals | Washington UTC Approval | Filing and receipt of Washington Utilities and Transportation Commission approval for change of control | state-puc-notification-letters.docx | Aaron Whitmore (WKB) / C&H | Filing: ~April 28, 2025; Approval: TBD | Not Started
22 | IV. Regulatory Approvals | Idaho PUC Approval | Filing and receipt of Idaho Public Utilities Commission approval for change of control | state-puc-notification-letters.docx | Aaron Whitmore (WKB) / C&H | Filing: ~April 28, 2025; Approval: TBD | Not Started
23 | IV. Regulatory Approvals | Nevada PUC Approval | Filing and receipt of Nevada Public Utilities Commission approval for change of control | state-puc-notification-letters.docx | Aaron Whitmore (WKB) / C&H | Filing: ~April 28, 2025; Approval: TBD | Not Started
24 | IV. Regulatory Approvals | CFIUS Voluntary Notice | Submission and clearance of voluntary CFIUS notice | cfius-voluntary-notice-draft.docx | Howard Bellamy (C&H) | Filing: ~April–May 2025; Clearance: TBD | In Progress | Low risk — UK Five Eyes ally; Cascadia's proximity to government/DOD customer sites analyzed
25 | IV. Regulatory Approvals | Estimated Regulatory Timeline | All regulatory approvals expected within 90–150 days from signing | C&H / WKB | Target: August 2025; Outside Date: September 30, 2025 | N/A | Mutual 60-day extension if regulatory sole outstanding condition
26 | V. Third-Party Consents | Pacific Ridge Data Centers, LLC — MSA Consent | Obtain written consent from Pacific Ridge Data Centers, LLC under Master Services Agreement for change of control | Cascadia (Derek Holmgren / Sandra Whitfield) / WKB | Prior to closing | Not Started | Annual revenue ~$22,000,000; written consent required
27 | V. Third-Party Consents | Clearpath Internet Services, Inc. — IRU Consent | Obtain consent from Clearpath Internet Services, Inc. under Wholesale Fiber IRU Agreement for change of control | Cascadia / WKB | Prior to closing | Not Started | 20-year IRU; consent required, deemed not to be unreasonably withheld
28 | V. Third-Party Consents | Oregon Municipal Broadband Cooperative — Consent | Obtain consent from Oregon Municipal Broadband Cooperative board for change of control under Cooperative Agreement | Cascadia / WKB | Prior to closing | Not Started | Cooperative board consent required
29 | VI. Financing — Credit Facility | Credit Agreement Execution | Execution of $500,000,000 Senior Secured Credit Agreement among Cascadia (borrower post-closing), Northgate (guarantor), Pinnacle Atlantic Bank, N.A. (administrative agent), and lenders | credit-agreement-draft.docx | Calderwood & Harkness LLP / Hargreaves & Liddell LLP (Victoria Penn) | At closing | In Progress | Term Loan A: $300M; Revolving Credit Facility: $200M; 5-year maturity; SOFR + 225 bps; commitment fee 37.5 bps on undrawn revolver
30 | VI. Financing — Credit Facility | Guaranty Agreement Execution | Execution of Guaranty Agreement by Northgate and its U.S. holding subsidiary | guaranty-agreement-draft.docx | C&H / H&L | At closing | In Progress
31 | VI. Financing — Credit Facility | Security Agreement / Pledge Agreement Execution | Execution of Security Agreement granting first-priority lien on Cascadia assets and Pledge Agreement for 100% of Cascadia equity | security-pledge-agreement-draft.docx | C&H / H&L | At closing | In Progress | Pinnacle Atlantic Bank, N.A. as collateral agent
32 | VI. Financing — Credit Facility | Satisfaction of Conditions Precedent to Funding | Confirm all conditions precedent under the commitment letter and credit agreement are satisfied | Richard Dormer (Pinnacle) / C&H / H&L | At closing | Not Started | Ref: PAB-CL-2025-03102
33 | VI. Financing — Credit Facility | Term Loan A Funding | Draw of $300,000,000 Term Loan A | Pinnacle Atlantic Bank / Syndicate Lenders | At closing | Not Started | Syndicate: Pinnacle $200M, Commonwealth Trust Bank $125M, Dralvecen National Bank $100M, Elkhorn Capital Markets $75M
34 | VI. Financing — Credit Facility | Revolving Credit Facility Draw | Draw of $200,000,000 under Revolving Credit Facility | Pinnacle Atlantic Bank / Syndicate Lenders | At closing | Not Started | Financial covenants: Total Net Leverage ≤ 4.50x (stepping to 3.75x by Year 3); Interest Coverage ≥ 2.50x
35 | VI. Financing — Credit Facility | Northgate Cash Contribution | Wire of $250,000,000 cash on hand from Northgate | Gemma Haverford (CFO, NTP) / C&H | At closing | Not Started | Total sources: $500M (facility) + $250M (cash) = $750M + transaction costs
36 | VII. Payoff of Existing Indebtedness | Elkhorn Capital Markets Term Loan Payoff | Payoff and retirement of Cascadia's existing $82,600,000 term loan with Elkhorn Capital Markets, LLC | payoff-letter-elkhorn.docx | Cascadia / WKB / Elkhorn Capital Markets / C&H | At closing | In Progress | Change of control triggers mandatory prepayment; prepayment premium: 1.0% = $826,000; total payoff estimated at $82.6M + $826K + accrued interest; payoff amount confirmed T-2 business days
37 | VII. Payoff of Existing Indebtedness | Elkhorn Lien Releases | Receipt of lien releases from Elkhorn Capital Markets upon payoff | Elkhorn Capital Markets / WKB | At closing | Not Started | UCC termination statements to be filed
38 | VII. Payoff of Existing Indebtedness | Capital Lease Obligations | Address ~$12,300,000 in capital lease obligations for fiber equipment | Cascadia / Tobias Engel (CFO) / WKB | At or prior to closing | Not Started | Total Cascadia indebtedness at closing estimated at $94,900,000
39 | VIII. Escrow Funding | Indemnification Escrow Deposit | Deposit of $67,500,000 into escrow account at Clearfield Escrow Services, Inc. | C&H / Martin Grieves (Clearfield Escrow) / Trident Transfer Agency | At closing | Not Started | 9% of deal value; 50% of indemnification cap ($135M); release aligned with 24-month general rep survival period
40 | IX. Insurance | R&W Insurance Policy — Bind | Binding of representations & warranties insurance policy with Marlowe Asset Management Specialty Insurance Co. (placed through Gresham Underwriting Group, Ltd.) | rw-insurance-analysis-memo.docx | Andrew Fitzpatrick (C&H) / Gresham Underwriting | Prior to or at closing | In Progress | Policy limit: $75,000,000 (10% of deal value); retention: $7,500,000 (drops to $3,750,000 after 12 months); estimated premium: $2,625,000 (3.5% rate on limit)
41 | IX. Insurance | D&O Tail Policy — Bind | Binding of directors' & officers' liability tail policy for Cascadia's pre-closing directors and officers with Pemberton D&O Assurance, Ltd. | Cascadia / WKB / Pemberton D&O Assurance | At or prior to closing | Not Started | 6-year tail; policy limit: $25,000,000
42 | X. Working Capital | Estimated Closing Statement Preparation | Preparation of estimated closing net working capital statement | Tobias Engel (CFO, CFN) / Hawthorne & Sable LLP (Douglas Kirwan) | Prior to closing (per merger agreement timeline) | Not Started | Target Net Working Capital: $14,800,000; collar: ±$1,500,000
43 | X. Working Capital | Working Capital Adjustment Review | Review and agreement on estimated closing net working capital vs. target | Gemma Haverford (CFO, NTP) / Hawthorne & Sable LLP / C&H | Prior to closing | Not Started | Tipping basket applies at $7,500,000
44 | XI. Equity Incentive Plan | Accelerated Vesting of Cascadia Equity Awards | Process accelerated vesting of all outstanding options, RSUs, and warrants under Cascadia equity incentive plan triggered by change of control | Cascadia / Tobias Engel / Sandra Whitfield / WKB | At closing | Not Started | Fully diluted shares: 47,500,000 (includes options, RSUs, warrants)
45 | XI. Equity Incentive Plan | Cancellation and Cash-Out of Awards | Cancellation of all Cascadia equity awards and payment of per-share merger consideration less exercise price (if applicable) | Cascadia / Trident Transfer Agency / WKB | At closing | Not Started | Per-share consideration: $15.79
46 | XII. Delaware Filings | Certificate of Merger Filing | File Certificate of Merger with Delaware Secretary of State under DGCL § 251 | certificate-of-merger-form.docx | Calderwood & Harkness LLP | At closing | Not Started | NTP Acquisition Sub (DE File No. 7301524) merges with and into Cascadia (DE File No. 5197843); Cascadia survives
47 | XII. Delaware Filings | Amended & Restated Certificate of Incorporation | File Amended and Restated Certificate of Incorporation of Cascadia as surviving corporation | amended-restated-certificate-of-incorporation.docx | Calderwood & Harkness LLP | At closing | Not Started | Reflects status as wholly owned subsidiary of Northgate
48 | XII. Delaware Filings | Amended & Restated Bylaws Adoption | Adopt Amended and Restated Bylaws of Cascadia as surviving corporation | amended-restated-bylaws.docx | Calderwood & Harkness LLP | At closing | Not Started
49 | XIII. Funds Flow | Funds Flow Memorandum — Finalize | Finalize detailed funds flow memorandum with all sources, uses, and wire instructions | funds-flow-memo.xlsx | Andrew Fitzpatrick (C&H) / Gemma Haverford (NTP) / Tobias Engel (CFN) / Pinnacle Atlantic Bank | T-2 business days prior to closing | In Progress | Sources: $300M TLA + $200M RCF + $250M NTP cash; Uses: $750M merger consideration ($67.5M to escrow, $682.5M to Trident for stockholder disbursement), $82.6M Elkhorn payoff + $826K premium, transaction expenses
50 | XIII. Funds Flow | Wire Instructions — Collect & Verify | Collect and verify wire instructions from all recipients | C&H / all parties | T-2 business days prior to closing | Not Started | Recipients: Trident Transfer Agency, Clearfield Escrow, Elkhorn Capital Markets, advisors, counsel
51 | XIV. Consideration Disbursement | Merger Consideration to Trident Transfer Agency | Wire $682,500,000 (net of escrow) to Trident Transfer Agency, Inc. for disbursement to Cascadia stockholders | C&H / Trident Transfer Agency (480 Washington Blvd, Jersey City, NJ 07310) | At closing | Not Started | $750M - $67.5M escrow = $682.5M
52 | XIV. Consideration Disbursement | Mailing of Letters of Transmittal | Mail Letters of Transmittal and exchange instructions to Cascadia stockholders of record | letter-of-transmittal-form.docx | Trident Transfer Agency / Alderman Proxy Advisors | Promptly after closing | Not Started
53 | XV. Tax Matters | Tax Withholding & Reporting | Coordinate backup withholding and IRS reporting for merger consideration payments | Hawthorne & Sable LLP (Elena Montague) / Trident Transfer Agency | At and after closing | Not Started | IRS Form W-9 required from stockholders via Letter of Transmittal
54 | XVI. Proxy Solicitation | Proxy Solicitation / Information Statement | Engage Alderman Proxy Advisors, LLC to assist with stockholder solicitation for merger vote | Alderman Proxy Advisors / Cascadia / WKB | Post-signing; prior to stockholder vote | Not Started | Majority vote required; 60.1% committed via voting agreements
55 | XVII. Accounting & Tax Advisory | Purchase Price Allocation (Preliminary) | Preliminary purchase price allocation analysis | Hawthorne & Sable LLP (Douglas Kirwan) / Gemma Haverford (NTP) | At/after closing | Not Started
56 | XVII. Accounting & Tax Advisory | Transaction Tax Analysis | Final transaction tax analysis and structuring confirmation | Hawthorne & Sable LLP (Elena Montague) / C&H | Prior to closing | In Progress | Tax representations survive 60 days past statute of limitations expiration
[sheet: Conditions Precedent]
Item # | Condition Type | Merger Agreement Section | Description | Responsible Party | Status | Notes
1 | Mutual | Art. VII | HSR Act waiting period expired or early termination granted | Howard Bellamy (C&H) | Not Satisfied | Filing target: ~April 21, 2025; fee: $250,000
2 | Mutual | Art. VII | FCC consent to transfer of control of Cascadia's international § 214 authorization and related licenses received | Howard Bellamy / Aaron Whitmore (WKB) | Not Satisfied | Filing target: ~April 28, 2025
3 | Mutual | Art. VII | State PUC approvals obtained — Oregon PUC, Washington UTC, Idaho PUC, Nevada PUC | Aaron Whitmore (WKB) / C&H | Not Satisfied | 4 state approvals required
4 | Mutual | Art. VII | CFIUS clearance obtained or safe harbor period expired | Howard Bellamy (C&H) | Not Satisfied | Voluntary notice; low risk
5 | Mutual | Art. VII | No governmental order or injunction preventing consummation of the merger | C&H / WKB | Not Satisfied | Standard condition
6 | Mutual | Art. VII | Cascadia stockholder approval obtained (majority of outstanding shares) | Cascadia / WKB / Alderman Proxy Advisors | Not Satisfied | 60.1% committed via voting agreements
7 | Northgate's Conditions | Art. VII | Cascadia's representations and warranties true and correct at closing (subject to MAE qualifier) | WKB / Derek Holmgren | Not Satisfied | Officer's certificate required
8 | Northgate's Conditions | Art. VII | Cascadia has performed all covenants and obligations in all material respects | WKB | Not Satisfied
9 | Northgate's Conditions | Art. VII | No Material Adverse Effect with respect to Cascadia since signing | C&H / WKB | Not Satisfied | MAE carve-outs: general economic conditions, industry conditions, changes in law, pandemic, acts of war (unless disproportionate to Cascadia vs. peers)
10 | Northgate's Conditions | Art. VII | Delivery of Officer's Certificate — Cascadia | Derek Holmgren (CEO, CFN) | Not Satisfied
11 | Northgate's Conditions | Art. VII | Delivery of Secretary's Certificate — Cascadia | Sandra Whitfield (GC, CFN) | Not Satisfied | With certified charter, bylaws, board resolutions, stockholder approval
12 | Northgate's Conditions | Art. VII | Delivery of FIRPTA Certificate | Tobias Engel (CFO, CFN) | Not Satisfied | EIN: 45-6128937
13 | Northgate's Conditions | Art. VII | Receipt of all required third-party consents (Pacific Ridge, Clearpath, Oregon Municipal Broadband Cooperative) | Cascadia / WKB | Not Satisfied | Pacific Ridge: written consent required; Clearpath: consent not unreasonably withheld; Oregon Cooperative: board consent
14 | Northgate's Conditions | Art. VII | Payoff of Cascadia's existing indebtedness with Elkhorn Capital Markets, LLC ($82.6M + prepayment premium) | Cascadia / Elkhorn / C&H | Not Satisfied | Payoff letter to be finalized T-2
15 | Cascadia's Conditions | Art. VII | Northgate's representations and warranties true and correct at closing (subject to MAE qualifier) | C&H / Liam Sutherland | Not Satisfied | Officer's certificate required
16 | Cascadia's Conditions | Art. VII | Northgate has performed all covenants and obligations in all material respects | C&H | Not Satisfied
17 | Cascadia's Conditions | Art. VII | No Material Adverse Effect with respect to Northgate since signing | C&H | Not Satisfied
18 | Cascadia's Conditions | Art. VII | Delivery of Officer's Certificate — Northgate | Liam Sutherland (VP, Corp Dev, NTP) | Not Satisfied
19 | Cascadia's Conditions | Art. VII | Availability and funding of the $500M credit facility (Term Loan A: $300M + RCF: $200M) | Pinnacle Atlantic Bank / C&H / H&L | Not Satisfied | Conditions precedent in commitment letter must be satisfied
20 | Cascadia's Conditions | Art. VII | Deposit of merger consideration with Trident Transfer Agency / escrow with Clearfield Escrow Services | Northgate / C&H | Not Satisfied | $682.5M to Trident; $67.5M to Clearfield
[sheet: Responsible Parties]
Organization | Role | Contact Name | Title | Address | Primary Workstreams
Northgate Telecommunications PLC | Acquirer / Client | Sir Malcolm Trent, KBE | CEO | 14 Broadwick Place, London W1F 8HN, United Kingdom | Executive oversight
Northgate Telecommunications PLC | Acquirer / Client | Gemma Haverford | CFO | 14 Broadwick Place, London W1F 8HN, United Kingdom | Financing, funds flow, working capital
Northgate Telecommunications PLC | Acquirer / Client | Philippa Ashworth | General Counsel | 14 Broadwick Place, London W1F 8HN, United Kingdom | Legal oversight, board approvals
Northgate Telecommunications PLC | Acquirer / Client | Liam Sutherland | VP, Corporate Development; Sole Director, Merger Sub | 14 Broadwick Place, London W1F 8HN, United Kingdom | Transaction management, officer certificates, Merger Sub approvals
Northgate Telecommunications PLC | Acquirer / Client | Dame Catherine Enright, DBE | Board Chair | 14 Broadwick Place, London W1F 8HN, United Kingdom | Board oversight
Cascadia Fiber Networks, Inc. | Target | Derek Holmgren | CEO & Co-Founder | 2750 NW Thurman Street, Suite 400, Portland, OR 97210 | Executive oversight, officer certificate, third-party consents
Cascadia Fiber Networks, Inc. | Target | Priya Ramachandran | CTO & Co-Founder | 2750 NW Thurman Street, Suite 400, Portland, OR 97210 | IP, technology diligence
Cascadia Fiber Networks, Inc. | Target | Tobias Engel | CFO | 2750 NW Thurman Street, Suite 400, Portland, OR 97210 | Financials, working capital, FIRPTA certificate, payoff coordination
Cascadia Fiber Networks, Inc. | Target | Sandra Whitfield | General Counsel | 2750 NW Thurman Street, Suite 400, Portland, OR 97210 | Secretary's certificate, board resolutions, disclosure schedules
Calderwood & Harkness LLP | Acquirer's Counsel | Oliver Mackenzie | Responsible Partner, M&A | 600 Lexington Avenue, 30th Floor, New York, NY 10022 | Overall transaction; merger agreement
Calderwood & Harkness LLP | Acquirer's Counsel | Harrison Wexford | Billing Partner, M&A | 600 Lexington Avenue, 30th Floor, New York, NY 10022 | Budget, billing
Calderwood & Harkness LLP | Acquirer's Counsel | Andrew Fitzpatrick | Lead Associate, M&A | 600 Lexington Avenue, 30th Floor, New York, NY 10022 | Transaction docs, diligence, financing, R&W insurance, funds flow
Calderwood & Harkness LLP | Acquirer's Counsel | Naomi Petersen | Working Associate, M&A | 600 Lexington Avenue, 30th Floor, New York, NY 10022 | Diligence, change of control analysis, employment/benefits, IP
Calderwood & Harkness LLP | Acquirer's Counsel | Howard Bellamy | Specialist Partner, Antitrust & Competition | 600 Lexington Avenue, 30th Floor, New York, NY 10022 | HSR, FCC, CFIUS, state PUC filings
Whitmore, Kessler & Braun LLP | Target's Counsel | Jonathan Kessler | Lead Partner, M&A | 1120 SW Quelston Street, Suite 800, Portland, OR 97205 | Merger agreement negotiation, disclosure schedules
Whitmore, Kessler & Braun LLP | Target's Counsel | Megan Tsai | Associate Lead | 1120 SW Quelston Street, Suite 800, Portland, OR 97205 | Transaction docs, diligence responses
Whitmore, Kessler & Braun LLP | Target's Counsel | Aaron Whitmore | Regulatory Counsel | 1120 SW Quelston Street, Suite 800, Portland, OR 97205 | FCC, state PUC filings
Prumvane Brothers & Co. | Acquirer's Financial Advisor | Simone Favreau | Lead Managing Director | 383 Madison Avenue, 12th Floor, New York, NY 10179 | Financial advisory, valuation
Prumvane Brothers & Co. | Acquirer's Financial Advisor | Nathan Chu | Vice President | 383 Madison Avenue, 12th Floor, New York, NY 10179 | Financial advisory support
Copperfield Zanthor & Partners | Target's Financial Advisor | Paul Tremaine | Lead Managing Director | 555 Market Street, Suite 2600, San Francisco, CA 94105 | Fairness opinion, financial advisory to Cascadia
Copperfield Zanthor & Partners | Target's Financial Advisor | Leah Gutierrez | Vice President | 555 Market Street, Suite 2600, San Francisco, CA 94105 | Financial advisory support
Pinnacle Atlantic Bank, N.A. | Administrative Agent / Lead Arranger | Richard Dormer | Managing Director, Leveraged Finance | 270 Park Place, Charlotte, NC 28202 | Credit facility, syndication, funding
Hargreaves & Liddell LLP | Lender's Counsel | Victoria Penn | Lead Partner | One Liberty Plaza, 48th Floor, New York, NY 10006 | Credit agreement, security/pledge docs, guaranty
Clearfield Escrow Services, Inc. | Escrow Agent | Martin Grieves | Escrow Officer | 100 Wall Street, 20th Floor, New York, NY 10005 | Indemnification escrow ($67.5M)
Trident Transfer Agency, Inc. | Transfer & Paying Agent | — | — | 480 Washington Boulevard, Jersey City, NJ 07310 | Merger consideration disbursement, letters of transmittal
Alderman Proxy Advisors, LLC | Proxy Solicitor | — | — | 1407 Broadway, 27th Floor, New York, NY 10018 | Stockholder solicitation for merger vote
Hawthorne & Sable LLP | Acquirer's Accounting/Tax Advisor | Douglas Kirwan | Engagement Partner | 30 Rockefeller Plaza, Suite 2000, New York, NY 10112 | PPA, accounting advisory
Hawthorne & Sable LLP | Acquirer's Accounting/Tax Advisor | Elena Montague | Tax Partner | 30 Rockefeller Plaza, Suite 2000, New York, NY 10112 | Transaction tax, withholding, reporting
Gresham Underwriting Group, Ltd. | R&W Insurance Broker | — | — | 25 Old Broad Street, London EC2N 1HQ | R&W policy placement
Marlowe Asset Management Specialty Insurance Co. | R&W Insurance Carrier | — | — | 175 Water Street, 22nd Floor, New York, NY 10038 | R&W policy underwriting ($75M limit)
Pemberton D&O Assurance, Ltd. | D&O Tail Insurance Carrier | — | — | 71 Fenchurch Street, London EC3M 4BS | D&O tail policy ($25M, 6-year tail)
Timberline Growth Partners, LP | Lead Investor (Cascadia, 42.3%) | Clive Atherton | Board Chair (CFN) / Managing Partner (Timberline GP) | 888 SW Fifth Avenue, Suite 1500, Portland, OR 97204 | Voting agreement, stockholder representative
Ridgecrest Venture Fund III, LP | Investor (Cascadia, 17.8%) | Rebecca Montrose | Director (CFN) / Managing Director (Ridgecrest GP) | 101 California Street, Suite 3200, San Francisco, CA 94111 | Voting agreement
Corporation Trust Associates | Registered Agent (DE) | — | — | 1209 Orange Street, Wilmington, DE 19801 | DE registered agent for Merger Sub and NTP subsidiaries
[sheet: Key Financial Summary]
Item | Amount | Notes
Aggregate Merger Consideration | $750,000,000 | All cash; no stock component
Implied Per-Share Price | $15.79 | $750M ÷ 47,500,000 fully diluted shares = $15.7895
Fully Diluted Shares (Cascadia) | 47,500,000 | Includes options, RSUs, warrants
Cascadia FY2024 Revenue | $187,400,000
Cascadia FY2024 EBITDA | $61,200,000
Implied EV/EBITDA Multiple | ~12.25x | $750M ÷ $61.2M
SOURCES OF FUNDS
Term Loan A Draw (Pinnacle Atlantic) | $300,000,000 | Part of $500M senior secured credit facility
Revolving Credit Facility Draw | $200,000,000 | Part of $500M senior secured credit facility
Northgate Cash on Hand | $250,000,000
Total Sources | $750,000,000 | Plus additional amounts for transaction costs
USES OF FUNDS
Merger Consideration — to Trident (net of escrow) | $682,500,000 | For disbursement to Cascadia stockholders
Indemnification Escrow — to Clearfield Escrow | $67,500,000 | 9% of deal value; 50% of indemnification cap
Elkhorn Term Loan Payoff (principal) | $82,600,000 | Mandatory prepayment upon change of control
Elkhorn Prepayment Premium (1.0%) | $826,000 | $82.6M × 1.0%
Elkhorn Accrued Interest | TBD | Confirmed T-2 business days
Capital Leases | ~$12,300,000 | Fiber equipment leases
Total Cascadia Indebtedness | ~$94,900,000 | $82.6M + $12.3M
Transaction Expenses (estimated) | TBD | Advisory fees, legal fees, filing fees, insurance premiums
HSR Filing Fee | $250,000 | $500M–$1B tier (2025)
R&W Insurance Premium (estimated) | $2,625,000 | $75M limit × 3.5% rate
INDEMNIFICATION TERMS
Indemnification Cap (18%) | $135,000,000 | $750M × 18%
Indemnification Escrow (9%) | $67,500,000 | 50% of cap; deposited at closing
De Minimis Threshold (per claim) | $250,000
Basket / Deductible (tipping, 1.0%) | $7,500,000 | $750M × 1.0%; tipping basket (not true deductible)
General Rep Survival Period | 24 months
Fundamental Rep Survival Period | 60 months
Tax Rep Survival Period | 60 days past statute of limitations
TERMINATION FEES
Reverse Termination Fee (Northgate) | $30,000,000 | $750M × 4.0%
Target Termination Fee (Cascadia) | $26,250,000 | $750M × 3.5%; superior proposal
Expense Reimbursement Cap (mutual) | $5,000,000
WORKING CAPITAL
Target Net Working Capital | $14,800,000 | Preliminary estimate
Working Capital Collar | ±$1,500,000
INSURANCE
R&W Policy Limit | $75,000,000 | 10% of deal value; Marlowe Asset Management Specialty Insurance Co.
R&W Retention | $7,500,000 | Drops to $3,750,000 after 12 months
D&O Tail Policy Limit | $25,000,000 | 6-year tail; Pemberton D&O Assurance, Ltd.
CREDIT FACILITY TERMS
Total Facility | $500,000,000 | Pinnacle Atlantic Bank, N.A. as administrative agent
Interest Rate | SOFR + 225 bps | Subject to leverage-based step-downs
Commitment Fee (undrawn RCF) | 37.5 bps
Maturity | 5 years from closing
Total Net Leverage Covenant | ≤ 4.50x (stepping to 3.75x by Year 3)
Interest Coverage Covenant | ≥ 2.50x

[sheet: Cover]

SOURCES OF FUNDS

USES OF FUNDS

INDEMNIFICATION TERMS

TERMINATION FEES

WORKING CAPITAL

INSURANCE

CREDIT FACILITY TERMS

Record

Parties

Dates

Amounts