regulatory-approvals-strategy-memo.docx

1022-00006 · Northgate Telecommunications PLC · Diligence/Regulatory

regulatory-approvals-strategy-memo.docx DOCUMENT M&A / Corporate

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MEMORANDUM

TO: Oliver Mackenzie, Responsible Partner, Mergers & Acquisitions, Calderwood & Harkness LLP Philippa Ashworth, General Counsel, Northgate Telecommunications PLC Liam Sutherland, Vice President, Corporate Development, Northgate Telecommunications PLC

FROM: Howard Bellamy, Specialist Partner, Antitrust & Competition, Calderwood & Harkness LLP

CC: Harrison Wexford, Billing Partner, Calderwood & Harkness LLP Andrew Fitzpatrick, Lead Associate, Antitrust & Competition, Calderwood & Harkness LLP Naomi Petersen, Working Associate, Antitrust & Competition, Calderwood & Harkness LLP

DATE: March 17, 2025

RE: Regulatory Approvals Strategy — Proposed Acquisition of Cascadia Fiber Networks, Inc. by Northgate Telecommunications PLC

MATTER NO.: 1022-00006

BILLING NO.: 78432.001

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I. Executive Summary

The purpose of this memorandum is to assess all regulatory filing requirements, anticipated timelines, risk levels, and the recommended filing sequence for the proposed acquisition of Cascadia Fiber Networks, Inc. ("Cascadia" or the "Target") by Northgate Telecommunications PLC ("Northgate" or the "Acquirer"). The transaction will be structured as a forward merger of NTP Acquisition Sub, Inc. ("Merger Sub"), a newly formed Delaware corporation and wholly owned subsidiary of Northgate, with and into Cascadia under Section 251 of the Delaware General Corporation Law ("DGCL"), with Cascadia surviving the merger as a wholly owned subsidiary of Northgate (the "Transaction"). The aggregate merger consideration is $750,000,000, payable entirely in cash.

The target date for execution of the definitive merger agreement is April 7, 2025. The merger agreement will contain an outside date of September 30, 2025, with a mutual 60-day extension to November 29, 2025, available if regulatory approvals are the sole outstanding closing condition.

Based on our analysis of the Transaction structure, the parties' respective businesses, and the applicable regulatory frameworks, we have identified the following regulatory filings and approvals as required or advisable in connection with the closing of the Transaction:

1. Hart-Scott-Rodino Act Premerger Notification. A filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), is required for both Northgate (as the acquiring person) and Cascadia (as the acquired person). The applicable filing fee is $250,000.

2. FCC Transfer of Control Application. An application for consent to transfer control of Cascadia's international Section 214 authorization must be filed with the Federal Communications Commission (the "FCC") pursuant to 47 U.S.C. § 214 and related FCC rules. Because Northgate is a foreign-owned entity domiciled in the United Kingdom, FCC review will include foreign ownership analysis and may involve coordination with Executive Branch agencies.

3. State Public Utility Commission Notifications and Applications. Cascadia holds public utility commission or equivalent certifications in four states — Oregon, Washington, Idaho, and Nevada — each of which requires notification and/or prior approval in connection with a change of control of a certificated telecommunications provider.

4. Voluntary CFIUS Notice. Although the Transaction may not trigger a mandatory declaration under the Foreign Investment Risk Review Modernization Act of 2018 ("FIRRMA"), we recommend that Northgate file a voluntary notice with the Committee on Foreign Investment in the United States ("CFIUS") in order to obtain safe harbor clearance and preclude the risk of post-closing governmental intervention. CFIUS jurisdiction is clear given Northgate's status as a foreign person acquiring control of a U.S. business operating critical telecommunications infrastructure.

Our overall estimated regulatory timeline is approximately 90 to 150 days from the date of signing. The FCC transfer of control application is most likely to constitute the critical path item, with an anticipated review period of 90 to 120 days from acceptance of the application. HSR clearance is expected within the initial 30-day waiting period. State PUC approvals and CFIUS clearance are expected to be obtained concurrently with or in advance of FCC approval.

It is our assessment that all required regulatory approvals are obtainable and that no filing presents a high risk of denial or extended delay. The Transaction is primarily vertical and complementary in nature, combining Northgate's SaaS technology platform with Cascadia's regional fiber-optic infrastructure. There is no significant horizontal overlap between the parties in the relevant product or geographic markets. The United Kingdom's status as a Five Eyes intelligence alliance partner is a favorable factor in both the FCC foreign ownership review and the CFIUS national security analysis.

We recommend the following filing sequence to maximize parallelism and minimize critical path risk: (i) HSR filing within 10 business days of signing (target: approximately April 21, 2025); (ii) FCC application and state PUC filings in parallel within 15 business days of signing (target: approximately April 28, 2025); and (iii) CFIUS voluntary notice filed concurrently with or shortly after the FCC filing (target: late April to early May 2025).

The balance of this memorandum sets forth the detailed analysis underlying each of these determinations.

II. Transaction Overview

Acquirer

Northgate Telecommunications PLC ("Northgate" or "NTP") is a public limited company organized under the laws of England and Wales, with its registered office and principal executive offices located at 14 Broadwick Place, London W1F 8HN, United Kingdom. Northgate's ordinary shares are listed on the London Stock Exchange under the ticker symbol "NTP," and Northgate's American Depositary Receipts ("ADRs") trade on the New York Stock Exchange under the ticker symbol "NTPL."

Northgate is a diversified provider of integrated telecommunications services and enterprise software-as-a-service ("SaaS") platforms, including unified communications solutions and network orchestration tools. Northgate's flagship SaaS product is the "NetOrchestra" network management suite, a cloud-based platform that enables enterprise and wholesale customers to provision, monitor, and optimize complex telecommunications networks in real time. Northgate serves customers across Europe, North America, Asia-Pacific, and the Middle East, with a particular emphasis on enterprise, government, and wholesale market segments.

For its fiscal year ended December 31, 2024, Northgate reported consolidated revenue of approximately £3.82 billion (approximately $4.83 billion at prevailing exchange rates), consolidated EBITDA of approximately £894 million (approximately $1.13 billion), and a market capitalization of approximately £6.1 billion (approximately $7.7 billion) as of February 24, 2025. Northgate's North American operations are conducted primarily through its wholly owned subsidiaries, Northgate Americas, Inc. (a Delaware corporation) and Northgate Canada ULC (a British Columbia unlimited liability company).

Northgate's board of directors is chaired by Dame Catherine Enright, DBE, and its Chief Executive Officer is Sir Malcolm Trent, KBE.

Target

Cascadia Fiber Networks, Inc. ("Cascadia") is a corporation organized under the laws of the State of Delaware, with its principal executive offices located at 2750 NW Thurman Street, Suite 400, Portland, Oregon 97210. Cascadia is a regional provider of fiber-optic network infrastructure services in the Pacific Northwest and northern Great Basin region of the United States. Cascadia's service offerings include lit and dark fiber services, wavelength provisioning, data center interconnection, and related transport and connectivity solutions.

Cascadia operates an extensive fiber-optic network comprising approximately 4,800 route miles spanning the states of Oregon, Washington, Idaho, and northern Nevada. The network connects major metropolitan areas, data center campuses, enterprise facilities, and points of interconnection throughout the region. Cascadia employs approximately 620 full-time employees across its operations, engineering, sales, and corporate functions.

Cascadia's key customer segments include regional Internet service providers ("ISPs"), hyperscale data center operators, municipal broadband programs, enterprise accounts, and certain government and Department of Defense ("DOD") facilities. The government and DOD customer relationships are limited in scope and value relative to Cascadia's overall revenue base, as discussed in greater detail in Section VI below in connection with the CFIUS analysis.

For its fiscal year ended December 31, 2024, Cascadia reported revenue of approximately $187.4 million and EBITDA of approximately $61.2 million. The aggregate merger consideration of $750 million implies an enterprise value-to-EBITDA multiple of approximately 12.25x.

Cascadia's current management team includes Derek Holmgren, Chief Executive Officer; Priya Ramachandran, Chief Operating Officer; and Sandra Whitfield, General Counsel. Cascadia is represented in this Transaction by Whitmore, Kessler & Braun LLP ("WKB"), with Aaron Whitmore serving as lead regulatory counsel.

Merger Sub

NTP Acquisition Sub, Inc. ("Merger Sub") is a corporation organized under the laws of the State of Delaware (Delaware File No. 7301524), incorporated on February 21, 2025. Merger Sub is a wholly owned subsidiary of Northgate, formed solely for the purpose of effecting the Transaction. Merger Sub's sole director is Liam Sutherland, Vice President of Corporate Development at Northgate.

Transaction Structure

The Transaction will be structured as a forward merger under DGCL § 251. Merger Sub will merge with and into Cascadia, with Cascadia surviving the merger as a wholly owned subsidiary of Northgate. At the effective time of the merger, each outstanding share of Cascadia common stock (other than shares held by Cascadia as treasury stock, shares owned by Northgate or Merger Sub, and dissenting shares entitled to appraisal rights under DGCL § 262) will be cancelled and converted into the right to receive a pro rata portion of the aggregate cash merger consideration of $750,000,000.

Strategic Rationale

The strategic rationale for the Transaction centers on the complementary nature of Northgate's technology platform and Cascadia's fiber-optic infrastructure. Cascadia's Pacific Northwest fiber footprint addresses a significant gap in Northgate's North American middle-mile network, providing Northgate with direct access to a dense regional fiber network in one of the fastest-growing data center and cloud computing markets in the United States. The Transaction also creates a platform for deploying Northgate's NetOrchestra SaaS-based network management suite to Cascadia's enterprise and wholesale customer base, generating cross-selling opportunities and enhancing the value proposition for both existing and prospective customers.

Financial Advisors

Northgate has retained Prumvane Brothers & Co. (Simone Favreau, Managing Director) as its financial advisor. Cascadia has retained Copperfield Zanthor & Partners (Paul Tremaine, Managing Director) as its financial advisor.

III. HSR Act Premerger Notification

III.A. Applicability Analysis

The Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (15 U.S.C. § 18a) (the "HSR Act"), and the implementing rules promulgated by the Federal Trade Commission (16 C.F.R. Parts 801–803), require that parties to certain mergers and acquisitions file premerger notification with the FTC and the Antitrust Division of the U.S. Department of Justice ("DOJ") and observe a statutory waiting period before consummating the transaction.

A filing under the HSR Act is required when a transaction meets three jurisdictional tests: (i) the commerce test, (ii) the size-of-transaction test, and (iii) the size-of-person test (if applicable). We address each in turn.

Commerce Test. Both Northgate and Cascadia are engaged in commerce or in any activity affecting commerce within the meaning of the HSR Act. Northgate conducts substantial business in the United States through its North American subsidiaries, and Cascadia is a U.S.-domiciled corporation conducting business exclusively within the United States. The commerce test is satisfied.

Size-of-Transaction Test. Under the 2025 HSR Act threshold adjustments published by the FTC (effective February 27, 2025), the size-of-transaction threshold is $119.5 million. The aggregate value of the Transaction is $750,000,000, which substantially exceeds the $119.5 million threshold. Moreover, because the transaction value exceeds $478.0 million (the upper threshold under the 2025 adjustments), the size-of-person test does not apply and the transaction is reportable regardless of the size of the parties. The size-of-transaction test is satisfied.

Size-of-Person Test. Although the size-of-person test is not required to be satisfied given that the transaction value exceeds $478.0 million, we note for completeness that both parties easily exceed the applicable thresholds. Northgate's total assets and annual net sales substantially exceed $23.9 million and $239.0 million, respectively, and Cascadia's annual net sales of $187.4 million and total assets similarly exceed the applicable minimum. The size-of-person test, to the extent applicable, would be satisfied.

Exemptions. We have reviewed the exemptions set forth in the HSR Act and the implementing rules and have identified no applicable exemption. In particular, the transaction does not qualify for the acquisitions of voting securities solely for the purpose of investment exemption (the acquisition confers control), and no other statutory or regulatory exemption applies.

Conclusion. An HSR Act filing is required for both Northgate (as the acquiring person) and Cascadia (as the acquired person). Both parties must file their respective premerger notification forms with the FTC and DOJ before the Transaction may be consummated.

III.B. Filing Fee

Under the 2025 HSR Act filing fee schedule, the filing fee is determined by the aggregate total amount of voting securities, non-corporate interests, and assets to be held as a result of the transaction. For a transaction valued at $750,000,000, the applicable filing fee tier is $500 million to less than $1 billion, which carries a filing fee of $250,000.

The filing fee is payable by the acquiring person (Northgate) at the time of filing. The merger agreement should contain provisions allocating responsibility for the HSR Act filing fee; customarily, the acquiring party bears this cost, and we understand that the current draft of the merger agreement so provides.

III.C. Filing Process and Timing

Target Filing Date. We recommend that the HSR Act notification forms for both Northgate and Cascadia be filed within 10 business days following the execution of the merger agreement. Based on the target signing date of April 7, 2025, this implies a target HSR filing date of approximately April 21, 2025. Filing promptly after signing is essential to initiate the waiting period as early as possible and to preserve maximum scheduling flexibility in the event of unanticipated delays.

Initial Waiting Period. The initial HSR Act waiting period is 30 calendar days, commencing on the date that both parties' notifications have been received by the FTC and DOJ. Assuming a filing date of April 21, 2025, the initial waiting period would expire on approximately May 21, 2025, absent early termination or extension by the reviewing agency.

Early Termination. The HSR Act permits the FTC and DOJ to terminate the waiting period prior to its expiration. We will request early termination concurrently with the filing of the notification forms. If granted, early termination could shorten the waiting period by several days or weeks, although the agencies have in recent years been less consistent in granting early termination requests. We cannot guarantee that early termination will be granted, but we consider it appropriate to request it in light of the Transaction's straightforward antitrust profile.

Second Request. If the reviewing agency determines that additional information is needed to complete its assessment of the competitive effects of the Transaction, it may issue a request for additional information and documentary material (a "Second Request") before the expiration of the initial 30-day waiting period. Issuance of a Second Request restarts the waiting period, which does not begin to run again until both parties have substantially complied with the Second Request. Compliance with a Second Request typically requires 60 to 90 days or more and extends the overall regulatory timeline significantly.

We assess the probability of a Second Request as low, based on the limited horizontal overlap between Northgate and Cascadia in the relevant markets and the primarily vertical and complementary nature of the Transaction. However, we note the possibility that the reviewing agency may wish to explore potential vertical theories of harm relating to the combination of Northgate's SaaS platform with Cascadia's fiber infrastructure, and we address this substantive analysis in Section III.D below. Even if a Second Request were issued, the outside date of September 30, 2025, with the potential 60-day extension to November 29, 2025, provides adequate cushion to accommodate an extended review process.

III.D. Substantive Antitrust Assessment

Market Definition. For purposes of analyzing the competitive effects of the Transaction, the relevant product markets include: (i) regional fiber-optic infrastructure services (including lit and dark fiber, wavelength provisioning, and data center interconnection) in the Pacific Northwest and northern Great Basin region; and (ii) enterprise SaaS platforms for unified communications and network management. The relevant geographic market for Cascadia's fiber services is primarily the four-state region of Oregon, Washington, Idaho, and northern Nevada, reflecting the geographic footprint of Cascadia's fiber-optic network.

Northgate's Current U.S. Presence. Northgate's existing U.S. operations are concentrated in enterprise SaaS and unified communications services. Northgate does not currently own or operate significant fiber-optic network infrastructure in the Pacific Northwest. Northgate's North American middle-mile network presence is limited to certain metropolitan areas on the East Coast and in the Midwest, served through a combination of owned and leased facilities. Accordingly, there is no meaningful horizontal overlap between Northgate's existing U.S. fiber infrastructure and Cascadia's Pacific Northwest network.

Competitive Landscape. The Pacific Northwest fiber-optic infrastructure market is served by multiple regional and national providers, including but not limited to Harborline Industries, Brightwater Corporation (formerly Kestrel Holdings), Pinnacle Partners LLC, Aldermere Corporation, and various other regional fiber network operators. The market is characterized by a significant number of competitors, ongoing capacity additions, and generally favorable competitive dynamics. Cascadia, while a significant regional player, does not hold a dominant market position in any of the relevant geographic areas.

Vertical and Complementary Analysis. The Transaction is most appropriately characterized as a vertical and complementary combination. Northgate brings a technology platform (NetOrchestra) that operates at the application layer, while Cascadia provides physical network infrastructure at the transport layer. The integration of these capabilities is expected to generate procompetitive efficiencies, including improved service quality, reduced provisioning times, and enhanced network visibility for customers. There is no basis for a foreclosure theory, as Cascadia's fiber infrastructure will remain open-access and available to third-party customers on a non-discriminatory basis following the closing.

Conclusion. We assess the risk of an extended HSR review or antitrust challenge as low. The Transaction does not raise significant horizontal competitive concerns, and the vertical and complementary nature of the combination is procompetitive. We expect the Transaction to receive clearance within the initial 30-day waiting period or upon early termination of the waiting period.

III.E. Item 4(c) and 4(d) Document Considerations

The HSR Act notification form requires the production of certain categories of documents as part of the filing:

Item 4(c) Documents. Item 4(c) requires the production of all documents that were prepared by or for any officer or director of the filing person for the purpose of evaluating or analyzing the Transaction with respect to markets, market shares, competition, competitors, potential for sales growth, or expansion into product or geographic markets. This category typically includes board presentations, management analyses, competitive assessments, and strategic plans prepared in connection with the Transaction. We recommend that the deal team immediately initiate a targeted search for documents responsive to Item 4(c), focusing on materials prepared for or distributed to members of the Northgate board of directors, the Northgate Executive Committee, and Cascadia's board of directors in connection with the evaluation and approval of the Transaction.

Item 4(d) Documents. Item 4(d) requires the production of all studies, surveys, analyses, and reports that were prepared by investment bankers, consultants, or other third parties for the purpose of evaluating or analyzing the Transaction with respect to the same topics identified in Item 4(c). This category will encompass confidential information memoranda, banker presentations, valuation analyses, and market studies prepared by Prumvane Brothers & Co. (Simone Favreau) on behalf of Northgate and by Copperfield Zanthor & Partners (Paul Tremaine) on behalf of Cascadia. We recommend coordinating with both financial advisors to collect all responsive materials promptly following the signing of the merger agreement.

Privilege Review. All documents identified as potentially responsive to Items 4(c) and 4(d) must be reviewed for attorney-client privilege and work product protection prior to production. We recommend that Calderwood & Harkness conduct this privilege review in coordination with Northgate's in-house legal team and Cascadia's counsel at WKB.

Competitive Analysis Narrative. In addition to the mandatory document productions, we recommend preparing a detailed competitive analysis narrative to accompany the HSR filing. This narrative will describe the procompetitive benefits of combining Northgate's SaaS capabilities with Cascadia's fiber infrastructure, the absence of meaningful horizontal overlap, and the competitive conditions in the relevant markets. A well-crafted narrative can facilitate agency review and reduce the likelihood of follow-up inquiries or a Second Request.

III.F. Recommended Actions

In light of the foregoing analysis, we recommend the following actions with respect to the HSR Act filing:

1. Pre-Signing Preparation. Begin preparing draft HSR notification forms for both Northgate and Cascadia immediately. Compile an index of documents potentially responsive to Items 4(c) and 4(d) and initiate collection and privilege review.

2. Economic Analysis. Engage antitrust economists, if needed, to support market definition and competitive effects analysis. Given the low-risk antitrust profile of the Transaction, we do not anticipate the need for extensive economic analysis at this stage, but we recommend having economic resources available in the event the reviewing agency raises questions during the waiting period.

3. Financial Advisor Coordination. Coordinate with Prumvane Brothers & Co. (Simone Favreau) and Copperfield Zanthor & Partners (Paul Tremaine) to collect all responsive financial advisor documents for production under Item 4(d). Financial advisors should be reminded of the obligation to preserve relevant materials.

4. Filing and Early Termination Request. File the HSR notification forms within 10 business days of signing and request early termination of the waiting period concurrently with filing.

5. Monitoring. Monitor the waiting period and maintain readiness to respond to any agency inquiries, requests for voluntary information, or, in the unlikely event, a Second Request.

IV. FCC Transfer of Control

IV.A. Applicability

Cascadia holds an international Section 214 authorization issued by the FCC, which permits Cascadia to provide international telecommunications services. In addition, Cascadia may hold domestic Section 214 authorizations or operate under blanket authorizations for certain domestic transport and connectivity services. The Transaction, which will result in a transfer of control of Cascadia to Northgate, a foreign-owned entity domiciled in the United Kingdom, requires FCC consent prior to closing.

Under 47 U.S.C. § 214 and the FCC's implementing rules (47 C.F.R. Parts 63 and 64), the transfer of control of any entity holding an FCC authorization to a different controlling entity requires the prior approval of the FCC. Because Northgate is a foreign entity — a public limited company organized under the laws of England and Wales — the FCC's review will include an assessment of Northgate's foreign ownership structure and any potential national security, law enforcement, or foreign policy implications of the transfer.

The FCC's authority in this area has been reinforced by the establishment of the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector (informally known as "Team Telecom"), an Executive Branch interagency committee that advises the FCC on national security and law enforcement concerns associated with applications involving foreign ownership. We anticipate that the FCC may refer the application to Team Telecom for review, and our filing strategy accounts for this possibility.

IV.B. Filing Requirements

The application for consent to transfer control will be filed using FCC Form 214 (or the applicable successor form and electronic filing system). The application must include the following components:

Description of the Parties. Detailed descriptions of Northgate (as the proposed transferee) and Cascadia (as the current licensee), including corporate structure, principal officers and directors, lines of business, and financial information.

Description of the Transaction. A comprehensive description of the Transaction structure, including the formation and role of Merger Sub, the merger mechanics under DGCL § 251, the aggregate consideration, and the resulting ownership structure following closing.

Identification of Licenses. A complete identification of all FCC licenses and authorizations held by Cascadia that are subject to the transfer of control, including international Section 214 authorizations and any domestic authorizations.

Foreign Ownership Information. A detailed disclosure of Northgate's foreign ownership structure, including the identity and nationality of Northgate's principal shareholders, directors, and officers; the percentage of foreign ownership at each level of the corporate chain; and any direct or indirect ownership by foreign governments or foreign government-controlled entities. Northgate is a publicly traded company on the London Stock Exchange with ADRs on the NYSE. Based on information provided by Northgate, there are no known foreign government equity stakes in Northgate, and Northgate's shareholder base is predominantly institutional investors domiciled in the United Kingdom, the United States, and other Western democracies. The United Kingdom's status as a Five Eyes intelligence alliance partner — alongside the United States, Canada, Australia, and New Zealand — is a significant favorable factor in the foreign ownership analysis.

Public Interest Statement. A detailed statement demonstrating that the proposed transfer of control will serve the public interest, convenience, and necessity. We anticipate that the public interest statement will emphasize the following benefits of the Transaction: (i) the combination of Northgate's advanced SaaS technology platform (NetOrchestra) with Cascadia's fiber-optic network infrastructure will enhance service quality and reliability for customers in the Pacific Northwest; (ii) the Transaction will support expanded broadband access in underserved areas of Oregon, Washington, Idaho, and northern Nevada, consistent with national broadband deployment goals; (iii) Northgate's financial resources and global expertise will enable increased investment in Cascadia's network infrastructure; and (iv) the Transaction will promote competition in the regional fiber market by creating a stronger, more technologically capable competitor.

IV.C. Timing

Target Filing Date. We recommend filing the FCC transfer of control application within 15 business days of signing the merger agreement. Based on the target signing date of April 7, 2025, this implies a target FCC filing date of approximately April 28, 2025.

FCC Review Period. The FCC's review of transfer of control applications involving foreign ownership typically takes 90 to 180 days from the date the application is accepted for filing. However, the review period can vary significantly depending on the complexity of the application, the level of interest from third parties, and whether the FCC refers the application to Team Telecom or other Executive Branch agencies for review.

Given the non-controversial nature of the Transaction and the favorable profile of Northgate's ownership structure (publicly traded UK company, Five Eyes partner, no known foreign government ownership), we believe that a streamlined review is possible and estimate an FCC approval timeline of 90 to 120 days from acceptance of the application. This would place the anticipated FCC approval in the July to August 2025 timeframe.

Public Notice and Comment Period. Upon acceptance of the application, the FCC will typically issue a public notice and solicit comments from interested parties. The comment period is generally 30 days. We do not anticipate significant opposition from third parties, but we will monitor the comment period and be prepared to respond to any comments or objections.

Pre-Filing Consultation. We recommend conducting an informal pre-filing consultation with the staff of the FCC's International Bureau prior to submission of the application. A pre-filing meeting will allow us to discuss the Transaction, identify any potential issues or information gaps, and ensure that the application is complete and well-organized upon submission. Pre-filing engagement can also help build goodwill with the reviewing staff and may facilitate a more efficient review process.

IV.D. Risk Assessment

We assess the overall risk level associated with the FCC transfer of control application as low to moderate. The principal factors supporting this assessment are as follows:

Favorable Factors:

• The United Kingdom is a close and longstanding ally of the United States and a member of the Five Eyes intelligence alliance. FCC and Executive Branch agencies have historically been receptive to acquisitions by UK-domiciled entities, and UK ownership generally does not raise the national security concerns associated with acquisitions by entities domiciled in adversary or non-allied nations.

• Northgate is a publicly traded company with a transparent ownership structure. There are no known foreign government equity stakes, and Northgate's governance structure is consistent with Western corporate governance standards.

• The Transaction is complementary in nature, combining a technology platform with physical infrastructure. There is no reduction in the number of competitors in any relevant telecommunications market.

• The public interest benefits of the Transaction — including enhanced service quality, expanded broadband access, and increased infrastructure investment — are substantial and well-documented.

Potential Areas of Scrutiny:

• Notwithstanding the generally favorable profile, the FCC may impose conditions on its approval, such as a network security agreement or similar undertaking. Network security agreements typically require the licensee to maintain certain facilities, records, and data within the United States; to cooperate with law enforcement and national security agencies; and to appoint a designated security officer. Such conditions, while not uncommon in transactions involving foreign ownership, are less likely in Five Eyes-partner transactions and, if imposed, would not be expected to materially impair the value or operational flexibility of the combined business.

• The FCC may coordinate its review with Executive Branch agencies, including DOJ, FBI, and the Department of Homeland Security, through the Team Telecom process. This coordination may extend the overall review timeline and may result in additional information requests. We recommend proactive engagement with Team Telecom through the CFIUS filing process described in Section VI, which will provide a parallel channel for addressing any national security concerns.

Conclusion. We do not anticipate denial of the FCC application. The most likely outcome is unconditional approval, with a lesser possibility of approval subject to standard conditions. The key risk factor is timeline rather than substance — FCC review processes can be slow, and Team Telecom coordination can introduce delays. We recommend filing promptly and engaging proactively with FCC staff and Team Telecom to minimize the review period.

IV.E. Recommended Actions

1. Begin Drafting Immediately. Commence preparation of the FCC transfer of control application, including the foreign ownership disclosure, public interest statement, and all supporting documentation.

2. Foreign Ownership Disclosure. Prepare a comprehensive foreign ownership disclosure for Northgate, including a corporate organizational chart, identification of principal shareholders (to the extent known for a publicly traded company), and confirmation of the absence of foreign government ownership.

3. Pre-Filing Meeting. Schedule and conduct a pre-filing meeting with the FCC International Bureau staff at the earliest practicable date following the signing of the merger agreement.

4. FCC-CFIUS Coordination. Coordinate the FCC application and the CFIUS voluntary notice to present a consistent narrative regarding foreign ownership, national security, and public interest. Inconsistencies between the two filings could create unnecessary complications.

5. Regulatory Counsel Coordination. Howard Bellamy of Calderwood & Harkness will serve as lead counsel for the FCC filing, working in close coordination with Aaron Whitmore of WKB, who serves as Cascadia's regulatory counsel and has established relationships with FCC staff. This collaborative approach will ensure that both the transferor and transferee perspectives are reflected in the application.

V. State Public Utility Commission Approvals

V.A. Overview

Cascadia holds state public utility commission ("PUC") certifications or equivalent authorizations in four states: Oregon, Washington, Idaho, and Nevada. Each of these states imposes separate requirements for notification, approval, or consent in connection with a change of control of a certificated telecommunications utility or telecommunications provider. While state PUC processes are generally less burdensome and less time-consuming than federal regulatory reviews, they add to the overall regulatory workload and must be managed carefully to avoid becoming an unexpected source of delay.

The requirements and timelines for each state are summarized below. In each case, we assess the risk as low and expect that the state PUC processes will be completed within the timeframe required for FCC approval. Nonetheless, prompt filing is important to ensure that state PUC approvals do not lag behind the federal processes.

V.B. Oregon Public Utility Commission (Oregon PUC)

Cascadia holds a certificate of authority from the Oregon Public Utility Commission authorizing it to provide telecommunications services within the State of Oregon. Under Oregon law and the rules of the Oregon PUC, the transfer of control of a certificated telecommunications utility requires the prior approval of the Oregon PUC.

Filing Requirements. An application must be filed with the Oregon PUC requesting approval of the change of control. The application must include a description of the proposed transaction, financial information regarding the acquiring entity (Northgate), a statement regarding the impact of the transaction on Cascadia's continued provision of service in Oregon, and any other information required by the Oregon PUC's rules and orders. The application must demonstrate that the transaction is consistent with the public interest and that the surviving entity will have the financial and technical capability to continue providing telecommunications services to Oregon customers.

Review Period. The Oregon PUC typically reviews change of control applications within 60 to 90 days of a complete filing. The Oregon PUC may solicit public comments, conduct a hearing, or request additional information from the applicants.

Municipal Broadband Cooperative Agreement. We note that Cascadia is party to a Municipal Broadband Cooperative Agreement with certain Oregon municipalities (the "Cooperative Agreement"). The Cooperative Agreement may contain change of control provisions that require separate consent from the cooperative board. This is not a PUC matter per se, but it should be addressed in the broader change of control analysis and compliance workstream. We recommend that Cascadia's general counsel, Sandra Whitfield, review the Cooperative Agreement and initiate the consent process as needed.

Risk Assessment. Low. The Oregon PUC has approved numerous telecommunications change of control transactions involving foreign acquirers. We do not anticipate significant opposition or conditions.

V.C. Washington Utilities and Transportation Commission (Washington UTC)

Cascadia holds authorization from the Washington Utilities and Transportation Commission ("Washington UTC") to provide telecommunications services within the State of Washington. Under Washington law and the rules of the Washington UTC, a change in the controlling interest of a certificated telecommunications company generally requires prior notification and/or approval.

Filing Requirements. The filing with the Washington UTC must include a description of the acquiring entity, the terms of the proposed transaction, financial information demonstrating the acquiring entity's capability to support continued service, and a statement regarding the impact on customers and service quality. The Washington UTC may classify the transaction as requiring an abbreviated review or a full adjudicative proceeding, depending on the nature and scope of the transaction.

Review Period. The Washington UTC typically completes its review within 30 to 60 days for transactions that do not raise significant competitive or public interest concerns. We expect the Washington UTC review of this Transaction to be processed on an expedited basis given the absence of competitive issues and the financial strength of Northgate.

Risk Assessment. Low. The Transaction does not raise competitive concerns in Washington, and Northgate's financial resources enhance rather than diminish the service capabilities of the surviving entity. We anticipate approval without material conditions.

V.D. Idaho Public Utilities Commission (Idaho PUC)

Cascadia provides fiber-optic transport and connectivity services in portions of the State of Idaho. The Idaho Public Utilities Commission ("Idaho PUC") may require notification and/or approval in connection with a change of control, depending on the classification of Cascadia's services under Idaho law.

Filing Requirements. A notification filing must be made with the Idaho PUC describing the transaction, the acquiring entity, and the expected impact on service in Idaho. If the Idaho PUC determines that a formal approval process is required, an application will be submitted in accordance with the Commission's rules.

Review Period. The Idaho PUC typically processes change of control notifications within 30 to 60 days. If a formal application is required, the review period may extend to 60 to 90 days.

Risk Assessment. Low. Cascadia's Idaho operations represent a relatively small portion of its overall business, and we do not anticipate significant regulatory interest from the Idaho PUC.

V.E. Nevada Public Utilities Commission (Nevada PUC)

Cascadia holds a certificate of public convenience and necessity from the Nevada Public Utilities Commission ("Nevada PUC") authorizing it to provide telecommunications services in northern Nevada. Under Nevada law, the transfer of control of a certificated telecommunications provider requires the prior approval of the Nevada PUC.

Filing Requirements. An application must be filed with the Nevada PUC requesting approval of the change of control. The application must include a description of the transaction, financial information for the acquiring entity, a statement regarding the impact on service, and any additional information required by the Nevada PUC.

Review Period. The Nevada PUC typically processes change of control applications within 60 to 90 days of a complete filing. The Commission may conduct a hearing or request additional information as part of its review.

Risk Assessment. Low. Cascadia's northern Nevada operations are limited in geographic scope, and the Transaction does not raise competitive concerns in the Nevada market.

V.F. Filing Strategy

We recommend the following filing strategy for the state PUC approvals:

Timing. All four state PUC applications and/or notifications should be filed concurrently with, or within a few business days after, the FCC transfer of control application. Based on the target FCC filing date of approximately April 28, 2025, the state PUC filings should be submitted by approximately April 28 to May 2, 2025.

Coordination with Target's Counsel. We will coordinate closely with Aaron Whitmore at WKB on all state PUC filings. WKB has particular expertise in Oregon and Washington telecommunications regulation and has existing relationships with staff at the Oregon PUC and the Washington UTC. Leveraging WKB's local knowledge and relationships will facilitate efficient preparation and processing of the state filings.

Standardized Approach. We recommend developing a template notification letter and application that can be customized for each state's specific requirements. This approach will ensure consistency across filings, reduce preparation time, and minimize the risk of inadvertent omissions or inconsistencies.

Estimated Combined Timeline. The combined state PUC timeline is estimated at 30 to 90 days from filing, depending on the specific requirements and review processes in each state. Given that the FCC approval process is expected to take 90 to 120 days, we expect that all state PUC approvals will be obtained before or concurrent with the FCC approval. The state PUC processes should not be on the critical path for closing.

VI. CFIUS Voluntary Notice

VI.A. Applicability and Rationale for Voluntary Filing

The Committee on Foreign Investment in the United States ("CFIUS") is an interagency committee, chaired by the Secretary of the Treasury, that reviews certain transactions involving foreign investment in the United States for national security implications. CFIUS's authority is derived from Section 721 of the Defense Production Act of 1950, as amended (50 U.S.C. § 4565), and was substantially expanded by the Foreign Investment Risk Review Modernization Act of 2018 ("FIRRMA") and its implementing regulations (31 C.F.R. Parts 800 and 802).

CFIUS has jurisdiction to review any "covered transaction," which includes any merger, acquisition, or takeover by or with any foreign person that could result in foreign control of any U.S. business. The Transaction clearly falls within the scope of CFIUS's jurisdiction: Northgate, a UK-domiciled public limited company, is a "foreign person" under the CFIUS regulations, and the Transaction will result in Northgate acquiring control of Cascadia, a U.S. business.

Critical Infrastructure Considerations. Cascadia operates fiber-optic telecommunications network infrastructure, which is classified as critical infrastructure under CFIUS regulations and related executive orders. The CFIUS regulations identify telecommunications as one of the critical infrastructure sectors subject to enhanced scrutiny, and FIRRMA expanded CFIUS's authority to review certain non-controlling investments in U.S. businesses that own or operate critical infrastructure. Because the Transaction results in full foreign control (rather than a non-controlling investment), it is subject to the broader "covered transaction" framework rather than the narrower "covered investment" framework.

Mandatory Declaration Analysis. FIRRMA introduced a mandatory declaration requirement for certain transactions involving specified critical infrastructure, critical technologies, or sensitive personal data. Whether a mandatory declaration is required for this Transaction depends on whether Cascadia's fiber-optic network operations fall within the specific categories of critical infrastructure listed in the CFIUS regulations and whether the acquirer is subject to mandatory filing requirements based on the involvement of foreign government ownership or other specified factors. Based on our preliminary analysis, we do not believe that a mandatory declaration is triggered, as Northgate does not appear to have foreign government ownership that would trigger the mandatory filing provisions, and Cascadia's specific operations may not fall within the narrowly defined categories requiring mandatory declarations. However, the analysis is complex and fact-intensive, and we will confirm this determination as part of our filing preparation.

Rationale for Voluntary Filing. Even if a mandatory declaration is not required, we strongly recommend that Northgate file a voluntary notice with CFIUS. A voluntary notice is advisable for the following reasons:

• Safe Harbor. A completed CFIUS review resulting in clearance provides a safe harbor against future CFIUS intervention. Without a CFIUS filing, the Transaction would remain subject to potential post-closing CFIUS review and, in extreme cases, the possibility of a Presidential order to divest. A voluntary notice eliminates this risk.

• Deal Certainty. A CFIUS clearance provides additional certainty to both parties and their respective boards of directors, shareholders, and lenders that the Transaction will not be unwound or subjected to onerous post-closing conditions.

• Consistent Narrative. Filing with CFIUS in parallel with the FCC application allows us to present a consistent and coordinated narrative regarding national security issues across both regulatory processes. This coordination is particularly important given that the FCC may refer its own review to Team Telecom, which overlaps significantly with the CFIUS interagency process.

• Timeline Management. By filing proactively, we can initiate the CFIUS review early in the regulatory process, ensuring that CFIUS clearance is obtained within the overall 90-to-150-day regulatory timeline rather than as an unexpected post-closing burden.

VI.B. Risk Assessment

Our overall assessment of the CFIUS risk associated with the Transaction is low. We base this assessment on the following analysis:

Favorable Factors:

• Five Eyes Alliance Partner. The United Kingdom is a member of the Five Eyes intelligence-sharing alliance, alongside the United States, Canada, Australia, and New Zealand. The Five Eyes partnership represents the closest and most trusted intelligence-sharing relationship maintained by the United States. Acquisitions by Five Eyes-partner-domiciled entities are generally viewed more favorably by CFIUS than acquisitions by entities domiciled in non-allied or adversary nations. While Five Eyes status does not guarantee clearance, it substantially reduces the likelihood of an adverse outcome.

• Publicly Traded, Transparent Ownership. Northgate is a publicly traded company listed on the London Stock Exchange with ADRs on the NYSE. Its ownership structure is transparent and subject to the reporting requirements of both UK and U.S. securities laws. There are no known foreign government equity stakes in Northgate, and Northgate's institutional shareholder base is composed predominantly of well-known Western institutional investors.

• Governance. Northgate's board of directors is chaired by Dame Catherine Enright, DBE, and its CEO is Sir Malcolm Trent, KBE. The board includes experienced directors with strong reputations in the UK and international business community.

• Limited Government/DOD Exposure. Cascadia's government and DOD customer relationships are limited in scope and value relative to its overall revenue base. Due diligence has not identified any classified or sensitive government contracts held by Cascadia. While Cascadia's fiber-optic network infrastructure passes in proximity to certain government and DOD facilities in Oregon, Washington, Idaho, and northern Nevada, the services provided to government customers are standard commercial telecommunications services and do not involve access to classified information or sensitive government systems.

• Procompetitive Nature. The Transaction is complementary and procompetitive, combining a technology platform with physical infrastructure. It does not reduce competition in any telecommunications market and is expected to benefit consumers and the broader public interest.

Potential Areas of Concern:

• Critical Infrastructure. Telecommunications infrastructure is classified as critical infrastructure under CFIUS regulations and related executive orders. CFIUS may conduct a thorough review of the potential national security implications of placing Cascadia's fiber-optic network under foreign control, even where the foreign acquirer is domiciled in a trusted allied nation.

• Proximity to DOD Facilities. Cascadia's fiber-optic network runs in proximity to certain government and DOD sites in the Pacific Northwest, including military installations and government research facilities. CFIUS may wish to assess whether the change of control could create access risks or vulnerabilities with respect to these facilities.

• Potential for Mitigation. CFIUS may determine that approval is appropriate subject to mitigation measures, such as a national security agreement ("NSA") or similar undertaking. Common mitigation measures in telecommunications transactions include requirements to maintain certain network operations and data storage within the United States, restrictions on foreign national access to certain facilities or customer data, appointment of a security officer or security board, and engagement of a third-party security auditor. If imposed, such measures would increase ongoing compliance costs but would not be expected to materially impair the value or operational flexibility of the combined business.

Probability Assessment:

• Probability of CFIUS blocking or Presidential prohibition: Very low (estimated at less than 5%).

• Probability of CFIUS clearance without conditions: Moderate to high (estimated at 55–70%).

• Probability of CFIUS clearance with mitigation measures (e.g., NSA): Low to moderate (estimated at 25–40%).

VI.C. Filing Process and Timing

Filing Mechanism. We recommend filing a full voluntary notice with CFIUS, rather than a short-form declaration. Although the short-form declaration process (which provides for a 30-day review period) is available, CFIUS may respond to a declaration by requesting a full notice, which would effectively restart the review timeline. Given the critical infrastructure nature of Cascadia's business and the foreign ownership considerations, we believe that filing a full voluntary notice from the outset will result in a faster and more predictable review process.

Filing with Treasury. The voluntary notice will be filed with the Department of the Treasury, which serves as the chair and administrative lead of CFIUS. The notice will be prepared in accordance with the requirements of 31 C.F.R. § 800.501 and will include detailed information regarding both parties, the transaction structure, the target's business operations, government and DOD customer relationships, and the national security implications of the transaction.

Timeline. Upon acceptance of the voluntary notice, CFIUS initiates a 45-day review period. If CFIUS determines that additional review is warranted, it may extend the review to a 45-day investigation period, for a total potential review period of up to 90 days. In extraordinary cases, the President may conduct an additional 15-day review following the conclusion of the CFIUS investigation period. Based on the favorable risk profile of the Transaction, we anticipate that CFIUS will complete its review within the initial 45-day review period or, at most, within the combined 90-day review and investigation period.

Target Filing Date. We recommend filing the CFIUS voluntary notice concurrently with or shortly after the FCC transfer of control application, targeting a filing date of late April to early May 2025 (approximately April 28 to May 5, 2025). This timing will allow the CFIUS review to run in parallel with the FCC review and state PUC processes, maximizing the efficiency of the overall regulatory timeline.

Coordination with FCC Filing. It is essential that the CFIUS voluntary notice and the FCC transfer of control application present a consistent narrative regarding Northgate's foreign ownership structure, the national security implications of the Transaction, and the measures in place (or proposed) to address any potential concerns. Inconsistencies between the two filings could create confusion and delay in both review processes. We will prepare the CFIUS notice and FCC application in tandem and will ensure that both documents are reviewed for consistency before filing.

VI.D. Preparation and Coordination

The preparation of the CFIUS voluntary notice will require the collection and analysis of detailed information from both Northgate and Cascadia, including the following:

Northgate Ownership and Governance. A detailed description of Northgate's corporate structure, ownership, board composition, and governance. This will include identification of Northgate's principal shareholders (to the extent known for a publicly traded company), directors, and officers; confirmation of the absence of foreign government ownership; and a description of Northgate's governance practices, compliance programs, and security protocols.

Cascadia Government and DOD Relationships. Identification and description of all government and DOD customer relationships, contracts, and accounts maintained by Cascadia. This will include a review of customer contracts, revenue attributable to government and DOD customers, the nature of services provided, and the locations of Cascadia network facilities in proximity to government and DOD sites. Coordination with Cascadia management — specifically Derek Holmgren (CEO), Priya Ramachandran (COO), and Sandra Whitfield (General Counsel) — will be essential to compile complete and accurate information.

Network Infrastructure Details. A description of Cascadia's fiber-optic network infrastructure, including route maps, critical facility locations, interconnection points, and the proximity of network facilities to government, military, and sensitive sites. CFIUS may request detailed mapping information and facility descriptions as part of its review.

Mitigation Preparedness. In the event that CFIUS determines that mitigation measures are appropriate, we should be prepared to negotiate the terms of a national security agreement or similar undertaking. The goal would be to ensure that any mitigation measures imposed do not materially impair the value of the Transaction or the operational flexibility of the combined business. Common mitigation measures in comparable transactions have included requirements to maintain a U.S.-based security officer, restrictions on foreign national access to certain network facilities, and annual audits by a third-party security monitor.

Specialized Counsel. Depending on the complexity of the CFIUS review and the specific issues raised, it may be advisable to engage specialized national security counsel to assist with the CFIUS filing and any mitigation negotiations. We will assess this need as the filing preparation progresses and will recommend engagement of specialized counsel if warranted.

VII. Consolidated Regulatory Timeline

VII.A. Timeline Table

The following table sets forth the estimated timeline for all regulatory filings and approvals in connection with the Transaction:

VII.B. Critical Path Analysis

Based on the estimated timelines for each regulatory filing, the FCC transfer of control application is most likely to constitute the critical path item for the Transaction's regulatory approval process. The FCC review period of 90 to 120 days from acceptance of the application is the longest of the four regulatory workstreams. The potential for Team Telecom coordination as part of the FCC review process adds an additional element of timeline uncertainty.

HSR Clearance. HSR clearance is expected to be obtained first among all regulatory approvals, within the initial 30-day waiting period or upon early termination. Absent the issuance of a Second Request — which we assess as a low probability — the HSR process should not be on the critical path. In the unlikely event of a Second Request, the timeline would extend significantly (by an estimated 60 to 90 days or more), and HSR clearance could then become a critical path item. The outside date and extension mechanism provide adequate cushion to accommodate this contingency.

State PUC Approvals. State PUC approvals are expected to be completed within 30 to 90 days from filing, which places them well within the FCC review timeline. State PUC approvals should not be on the critical path for closing.

CFIUS Clearance. The CFIUS review period of 45 to 90 days runs in parallel with the FCC review process. If CFIUS proceeds to an extended 45-day investigation (total 90 days), the CFIUS timeline could approach or coincide with the FCC timeline. In practice, we expect CFIUS clearance to be obtained within 45 to 75 days from filing, before or concurrent with FCC approval.

Overall Timeline. Our overall estimate of 90 to 150 days from signing to full regulatory clearance is driven primarily by the FCC review period. The target closing date of August 2025 is consistent with this estimate and provides a margin of safety within the September 30, 2025 outside date. The availability of the 60-day extension to November 29, 2025 provides an additional layer of protection against unanticipated

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT This memorandum is protected by the attorney-client privilege and the work product doctrine. It is intended solely for the use of the individuals and entities to whom it is addressed. Any unauthorized review, use, disclosure, or distribution is strictly prohibited. If you have received this document in error, please notify the sender immediately and destroy all copies.
MEMORANDUM
TO: Oliver Mackenzie, Responsible Partner, Mergers & Acquisitions, Calderwood & Harkness LLP Philippa Ashworth, General Counsel, Northgate Telecommunications PLC Liam Sutherland, Vice President, Corporate Development, Northgate Telecommunications PLC
FROM: Howard Bellamy, Specialist Partner, Antitrust & Competition, Calderwood & Harkness LLP
CC: Harrison Wexford, Billing Partner, Calderwood & Harkness LLP Andrew Fitzpatrick, Lead Associate, Antitrust & Competition, Calderwood & Harkness LLP Naomi Petersen, Working Associate, Antitrust & Competition, Calderwood & Harkness LLP
DATE: March 17, 2025
RE: Regulatory Approvals Strategy — Proposed Acquisition of Cascadia Fiber Networks, Inc. by Northgate Telecommunications PLC
MATTER NO.: 1022-00006
BILLING NO.: 78432.001
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I. Executive Summary
The purpose of this memorandum is to assess all regulatory filing requirements, anticipated timelines, risk levels, and the recommended filing sequence for the proposed acquisition of Cascadia Fiber Networks, Inc. ("Cascadia" or the "Target") by Northgate Telecommunications PLC ("Northgate" or the "Acquirer"). The transaction will be structured as a forward merger of NTP Acquisition Sub, Inc. ("Merger Sub"), a newly formed Delaware corporation and wholly owned subsidiary of Northgate, with and into Cascadia under Section 251 of the Delaware General Corporation Law ("DGCL"), with Cascadia surviving the merger as a wholly owned subsidiary of Northgate (the "Transaction"). The aggregate merger consideration is $750,000,000, payable entirely in cash.
The target date for execution of the definitive merger agreement is April 7, 2025. The merger agreement will contain an outside date of September 30, 2025, with a mutual 60-day extension to November 29, 2025, available if regulatory approvals are the sole outstanding closing condition.
Based on our analysis of the Transaction structure, the parties' respective businesses, and the applicable regulatory frameworks, we have identified the following regulatory filings and approvals as required or advisable in connection with the closing of the Transaction:
1. Hart-Scott-Rodino Act Premerger Notification. A filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), is required for both Northgate (as the acquiring person) and Cascadia (as the acquired person). The applicable filing fee is $250,000.
2. FCC Transfer of Control Application. An application for consent to transfer control of Cascadia's international Section 214 authorization must be filed with the Federal Communications Commission (the "FCC") pursuant to 47 U.S.C. § 214 and related FCC rules. Because Northgate is a foreign-owned entity domiciled in the United Kingdom, FCC review will include foreign ownership analysis and may involve coordination with Executive Branch agencies.
3. State Public Utility Commission Notifications and Applications. Cascadia holds public utility commission or equivalent certifications in four states — Oregon, Washington, Idaho, and Nevada — each of which requires notification and/or prior approval in connection with a change of control of a certificated telecommunications provider.
4. Voluntary CFIUS Notice. Although the Transaction may not trigger a mandatory declaration under the Foreign Investment Risk Review Modernization Act of 2018 ("FIRRMA"), we recommend that Northgate file a voluntary notice with the Committee on Foreign Investment in the United States ("CFIUS") in order to obtain safe harbor clearance and preclude the risk of post-closing governmental intervention. CFIUS jurisdiction is clear given Northgate's status as a foreign person acquiring control of a U.S. business operating critical telecommunications infrastructure.
Our overall estimated regulatory timeline is approximately 90 to 150 days from the date of signing. The FCC transfer of control application is most likely to constitute the critical path item, with an anticipated review period of 90 to 120 days from acceptance of the application. HSR clearance is expected within the initial 30-day waiting period. State PUC approvals and CFIUS clearance are expected to be obtained concurrently with or in advance of FCC approval.
It is our assessment that all required regulatory approvals are obtainable and that no filing presents a high risk of denial or extended delay. The Transaction is primarily vertical and complementary in nature, combining Northgate's SaaS technology platform with Cascadia's regional fiber-optic infrastructure. There is no significant horizontal overlap between the parties in the relevant product or geographic markets. The United Kingdom's status as a Five Eyes intelligence alliance partner is a favorable factor in both the FCC foreign ownership review and the CFIUS national security analysis.
We recommend the following filing sequence to maximize parallelism and minimize critical path risk: (i) HSR filing within 10 business days of signing (target: approximately April 21, 2025); (ii) FCC application and state PUC filings in parallel within 15 business days of signing (target: approximately April 28, 2025); and (iii) CFIUS voluntary notice filed concurrently with or shortly after the FCC filing (target: late April to early May 2025).
The balance of this memorandum sets forth the detailed analysis underlying each of these determinations.
II. Transaction Overview
Acquirer
Northgate Telecommunications PLC ("Northgate" or "NTP") is a public limited company organized under the laws of England and Wales, with its registered office and principal executive offices located at 14 Broadwick Place, London W1F 8HN, United Kingdom. Northgate's ordinary shares are listed on the London Stock Exchange under the ticker symbol "NTP," and Northgate's American Depositary Receipts ("ADRs") trade on the New York Stock Exchange under the ticker symbol "NTPL."
Northgate is a diversified provider of integrated telecommunications services and enterprise software-as-a-service ("SaaS") platforms, including unified communications solutions and network orchestration tools. Northgate's flagship SaaS product is the "NetOrchestra" network management suite, a cloud-based platform that enables enterprise and wholesale customers to provision, monitor, and optimize complex telecommunications networks in real time. Northgate serves customers across Europe, North America, Asia-Pacific, and the Middle East, with a particular emphasis on enterprise, government, and wholesale market segments.
For its fiscal year ended December 31, 2024, Northgate reported consolidated revenue of approximately £3.82 billion (approximately $4.83 billion at prevailing exchange rates), consolidated EBITDA of approximately £894 million (approximately $1.13 billion), and a market capitalization of approximately £6.1 billion (approximately $7.7 billion) as of February 24, 2025. Northgate's North American operations are conducted primarily through its wholly owned subsidiaries, Northgate Americas, Inc. (a Delaware corporation) and Northgate Canada ULC (a British Columbia unlimited liability company).
Northgate's board of directors is chaired by Dame Catherine Enright, DBE, and its Chief Executive Officer is Sir Malcolm Trent, KBE.
Target
Cascadia Fiber Networks, Inc. ("Cascadia") is a corporation organized under the laws of the State of Delaware, with its principal executive offices located at 2750 NW Thurman Street, Suite 400, Portland, Oregon 97210. Cascadia is a regional provider of fiber-optic network infrastructure services in the Pacific Northwest and northern Great Basin region of the United States. Cascadia's service offerings include lit and dark fiber services, wavelength provisioning, data center interconnection, and related transport and connectivity solutions.
Cascadia operates an extensive fiber-optic network comprising approximately 4,800 route miles spanning the states of Oregon, Washington, Idaho, and northern Nevada. The network connects major metropolitan areas, data center campuses, enterprise facilities, and points of interconnection throughout the region. Cascadia employs approximately 620 full-time employees across its operations, engineering, sales, and corporate functions.
Cascadia's key customer segments include regional Internet service providers ("ISPs"), hyperscale data center operators, municipal broadband programs, enterprise accounts, and certain government and Department of Defense ("DOD") facilities. The government and DOD customer relationships are limited in scope and value relative to Cascadia's overall revenue base, as discussed in greater detail in Section VI below in connection with the CFIUS analysis.
For its fiscal year ended December 31, 2024, Cascadia reported revenue of approximately $187.4 million and EBITDA of approximately $61.2 million. The aggregate merger consideration of $750 million implies an enterprise value-to-EBITDA multiple of approximately 12.25x.
Cascadia's current management team includes Derek Holmgren, Chief Executive Officer; Priya Ramachandran, Chief Operating Officer; and Sandra Whitfield, General Counsel. Cascadia is represented in this Transaction by Whitmore, Kessler & Braun LLP ("WKB"), with Aaron Whitmore serving as lead regulatory counsel.
Merger Sub
NTP Acquisition Sub, Inc. ("Merger Sub") is a corporation organized under the laws of the State of Delaware (Delaware File No. 7301524), incorporated on February 21, 2025. Merger Sub is a wholly owned subsidiary of Northgate, formed solely for the purpose of effecting the Transaction. Merger Sub's sole director is Liam Sutherland, Vice President of Corporate Development at Northgate.
Transaction Structure
The Transaction will be structured as a forward merger under DGCL § 251. Merger Sub will merge with and into Cascadia, with Cascadia surviving the merger as a wholly owned subsidiary of Northgate. At the effective time of the merger, each outstanding share of Cascadia common stock (other than shares held by Cascadia as treasury stock, shares owned by Northgate or Merger Sub, and dissenting shares entitled to appraisal rights under DGCL § 262) will be cancelled and converted into the right to receive a pro rata portion of the aggregate cash merger consideration of $750,000,000.
Strategic Rationale
The strategic rationale for the Transaction centers on the complementary nature of Northgate's technology platform and Cascadia's fiber-optic infrastructure. Cascadia's Pacific Northwest fiber footprint addresses a significant gap in Northgate's North American middle-mile network, providing Northgate with direct access to a dense regional fiber network in one of the fastest-growing data center and cloud computing markets in the United States. The Transaction also creates a platform for deploying Northgate's NetOrchestra SaaS-based network management suite to Cascadia's enterprise and wholesale customer base, generating cross-selling opportunities and enhancing the value proposition for both existing and prospective customers.
Financial Advisors
Northgate has retained Prumvane Brothers & Co. (Simone Favreau, Managing Director) as its financial advisor. Cascadia has retained Copperfield Zanthor & Partners (Paul Tremaine, Managing Director) as its financial advisor.
III. HSR Act Premerger Notification
III.A. Applicability Analysis
The Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (15 U.S.C. § 18a) (the "HSR Act"), and the implementing rules promulgated by the Federal Trade Commission (16 C.F.R. Parts 801–803), require that parties to certain mergers and acquisitions file premerger notification with the FTC and the Antitrust Division of the U.S. Department of Justice ("DOJ") and observe a statutory waiting period before consummating the transaction.
A filing under the HSR Act is required when a transaction meets three jurisdictional tests: (i) the commerce test, (ii) the size-of-transaction test, and (iii) the size-of-person test (if applicable). We address each in turn.
Commerce Test. Both Northgate and Cascadia are engaged in commerce or in any activity affecting commerce within the meaning of the HSR Act. Northgate conducts substantial business in the United States through its North American subsidiaries, and Cascadia is a U.S.-domiciled corporation conducting business exclusively within the United States. The commerce test is satisfied.
Size-of-Transaction Test. Under the 2025 HSR Act threshold adjustments published by the FTC (effective February 27, 2025), the size-of-transaction threshold is $119.5 million. The aggregate value of the Transaction is $750,000,000, which substantially exceeds the $119.5 million threshold. Moreover, because the transaction value exceeds $478.0 million (the upper threshold under the 2025 adjustments), the size-of-person test does not apply and the transaction is reportable regardless of the size of the parties. The size-of-transaction test is satisfied.
Size-of-Person Test. Although the size-of-person test is not required to be satisfied given that the transaction value exceeds $478.0 million, we note for completeness that both parties easily exceed the applicable thresholds. Northgate's total assets and annual net sales substantially exceed $23.9 million and $239.0 million, respectively, and Cascadia's annual net sales of $187.4 million and total assets similarly exceed the applicable minimum. The size-of-person test, to the extent applicable, would be satisfied.
Exemptions. We have reviewed the exemptions set forth in the HSR Act and the implementing rules and have identified no applicable exemption. In particular, the transaction does not qualify for the acquisitions of voting securities solely for the purpose of investment exemption (the acquisition confers control), and no other statutory or regulatory exemption applies.
Conclusion. An HSR Act filing is required for both Northgate (as the acquiring person) and Cascadia (as the acquired person). Both parties must file their respective premerger notification forms with the FTC and DOJ before the Transaction may be consummated.
III.B. Filing Fee
Under the 2025 HSR Act filing fee schedule, the filing fee is determined by the aggregate total amount of voting securities, non-corporate interests, and assets to be held as a result of the transaction. For a transaction valued at $750,000,000, the applicable filing fee tier is $500 million to less than $1 billion, which carries a filing fee of $250,000.
The filing fee is payable by the acquiring person (Northgate) at the time of filing. The merger agreement should contain provisions allocating responsibility for the HSR Act filing fee; customarily, the acquiring party bears this cost, and we understand that the current draft of the merger agreement so provides.
III.C. Filing Process and Timing
Target Filing Date. We recommend that the HSR Act notification forms for both Northgate and Cascadia be filed within 10 business days following the execution of the merger agreement. Based on the target signing date of April 7, 2025, this implies a target HSR filing date of approximately April 21, 2025. Filing promptly after signing is essential to initiate the waiting period as early as possible and to preserve maximum scheduling flexibility in the event of unanticipated delays.
Initial Waiting Period. The initial HSR Act waiting period is 30 calendar days, commencing on the date that both parties' notifications have been received by the FTC and DOJ. Assuming a filing date of April 21, 2025, the initial waiting period would expire on approximately May 21, 2025, absent early termination or extension by the reviewing agency.
Early Termination. The HSR Act permits the FTC and DOJ to terminate the waiting period prior to its expiration. We will request early termination concurrently with the filing of the notification forms. If granted, early termination could shorten the waiting period by several days or weeks, although the agencies have in recent years been less consistent in granting early termination requests. We cannot guarantee that early termination will be granted, but we consider it appropriate to request it in light of the Transaction's straightforward antitrust profile.
Second Request. If the reviewing agency determines that additional information is needed to complete its assessment of the competitive effects of the Transaction, it may issue a request for additional information and documentary material (a "Second Request") before the expiration of the initial 30-day waiting period. Issuance of a Second Request restarts the waiting period, which does not begin to run again until both parties have substantially complied with the Second Request. Compliance with a Second Request typically requires 60 to 90 days or more and extends the overall regulatory timeline significantly.
We assess the probability of a Second Request as low, based on the limited horizontal overlap between Northgate and Cascadia in the relevant markets and the primarily vertical and complementary nature of the Transaction. However, we note the possibility that the reviewing agency may wish to explore potential vertical theories of harm relating to the combination of Northgate's SaaS platform with Cascadia's fiber infrastructure, and we address this substantive analysis in Section III.D below. Even if a Second Request were issued, the outside date of September 30, 2025, with the potential 60-day extension to November 29, 2025, provides adequate cushion to accommodate an extended review process.
III.D. Substantive Antitrust Assessment
Market Definition. For purposes of analyzing the competitive effects of the Transaction, the relevant product markets include: (i) regional fiber-optic infrastructure services (including lit and dark fiber, wavelength provisioning, and data center interconnection) in the Pacific Northwest and northern Great Basin region; and (ii) enterprise SaaS platforms for unified communications and network management. The relevant geographic market for Cascadia's fiber services is primarily the four-state region of Oregon, Washington, Idaho, and northern Nevada, reflecting the geographic footprint of Cascadia's fiber-optic network.
Northgate's Current U.S. Presence. Northgate's existing U.S. operations are concentrated in enterprise SaaS and unified communications services. Northgate does not currently own or operate significant fiber-optic network infrastructure in the Pacific Northwest. Northgate's North American middle-mile network presence is limited to certain metropolitan areas on the East Coast and in the Midwest, served through a combination of owned and leased facilities. Accordingly, there is no meaningful horizontal overlap between Northgate's existing U.S. fiber infrastructure and Cascadia's Pacific Northwest network.
Competitive Landscape. The Pacific Northwest fiber-optic infrastructure market is served by multiple regional and national providers, including but not limited to Harborline Industries, Brightwater Corporation (formerly Kestrel Holdings), Pinnacle Partners LLC, Aldermere Corporation, and various other regional fiber network operators. The market is characterized by a significant number of competitors, ongoing capacity additions, and generally favorable competitive dynamics. Cascadia, while a significant regional player, does not hold a dominant market position in any of the relevant geographic areas.
Vertical and Complementary Analysis. The Transaction is most appropriately characterized as a vertical and complementary combination. Northgate brings a technology platform (NetOrchestra) that operates at the application layer, while Cascadia provides physical network infrastructure at the transport layer. The integration of these capabilities is expected to generate procompetitive efficiencies, including improved service quality, reduced provisioning times, and enhanced network visibility for customers. There is no basis for a foreclosure theory, as Cascadia's fiber infrastructure will remain open-access and available to third-party customers on a non-discriminatory basis following the closing.
Conclusion. We assess the risk of an extended HSR review or antitrust challenge as low. The Transaction does not raise significant horizontal competitive concerns, and the vertical and complementary nature of the combination is procompetitive. We expect the Transaction to receive clearance within the initial 30-day waiting period or upon early termination of the waiting period.
III.E. Item 4(c) and 4(d) Document Considerations
The HSR Act notification form requires the production of certain categories of documents as part of the filing:
Item 4(c) Documents. Item 4(c) requires the production of all documents that were prepared by or for any officer or director of the filing person for the purpose of evaluating or analyzing the Transaction with respect to markets, market shares, competition, competitors, potential for sales growth, or expansion into product or geographic markets. This category typically includes board presentations, management analyses, competitive assessments, and strategic plans prepared in connection with the Transaction. We recommend that the deal team immediately initiate a targeted search for documents responsive to Item 4(c), focusing on materials prepared for or distributed to members of the Northgate board of directors, the Northgate Executive Committee, and Cascadia's board of directors in connection with the evaluation and approval of the Transaction.
Item 4(d) Documents. Item 4(d) requires the production of all studies, surveys, analyses, and reports that were prepared by investment bankers, consultants, or other third parties for the purpose of evaluating or analyzing the Transaction with respect to the same topics identified in Item 4(c). This category will encompass confidential information memoranda, banker presentations, valuation analyses, and market studies prepared by Prumvane Brothers & Co. (Simone Favreau) on behalf of Northgate and by Copperfield Zanthor & Partners (Paul Tremaine) on behalf of Cascadia. We recommend coordinating with both financial advisors to collect all responsive materials promptly following the signing of the merger agreement.
Privilege Review. All documents identified as potentially responsive to Items 4(c) and 4(d) must be reviewed for attorney-client privilege and work product protection prior to production. We recommend that Calderwood & Harkness conduct this privilege review in coordination with Northgate's in-house legal team and Cascadia's counsel at WKB.
Competitive Analysis Narrative. In addition to the mandatory document productions, we recommend preparing a detailed competitive analysis narrative to accompany the HSR filing. This narrative will describe the procompetitive benefits of combining Northgate's SaaS capabilities with Cascadia's fiber infrastructure, the absence of meaningful horizontal overlap, and the competitive conditions in the relevant markets. A well-crafted narrative can facilitate agency review and reduce the likelihood of follow-up inquiries or a Second Request.
III.F. Recommended Actions
In light of the foregoing analysis, we recommend the following actions with respect to the HSR Act filing:
1. Pre-Signing Preparation. Begin preparing draft HSR notification forms for both Northgate and Cascadia immediately. Compile an index of documents potentially responsive to Items 4(c) and 4(d) and initiate collection and privilege review.
2. Economic Analysis. Engage antitrust economists, if needed, to support market definition and competitive effects analysis. Given the low-risk antitrust profile of the Transaction, we do not anticipate the need for extensive economic analysis at this stage, but we recommend having economic resources available in the event the reviewing agency raises questions during the waiting period.
3. Financial Advisor Coordination. Coordinate with Prumvane Brothers & Co. (Simone Favreau) and Copperfield Zanthor & Partners (Paul Tremaine) to collect all responsive financial advisor documents for production under Item 4(d). Financial advisors should be reminded of the obligation to preserve relevant materials.
4. Filing and Early Termination Request. File the HSR notification forms within 10 business days of signing and request early termination of the waiting period concurrently with filing.
5. Monitoring. Monitor the waiting period and maintain readiness to respond to any agency inquiries, requests for voluntary information, or, in the unlikely event, a Second Request.
IV. FCC Transfer of Control
IV.A. Applicability
Cascadia holds an international Section 214 authorization issued by the FCC, which permits Cascadia to provide international telecommunications services. In addition, Cascadia may hold domestic Section 214 authorizations or operate under blanket authorizations for certain domestic transport and connectivity services. The Transaction, which will result in a transfer of control of Cascadia to Northgate, a foreign-owned entity domiciled in the United Kingdom, requires FCC consent prior to closing.
Under 47 U.S.C. § 214 and the FCC's implementing rules (47 C.F.R. Parts 63 and 64), the transfer of control of any entity holding an FCC authorization to a different controlling entity requires the prior approval of the FCC. Because Northgate is a foreign entity — a public limited company organized under the laws of England and Wales — the FCC's review will include an assessment of Northgate's foreign ownership structure and any potential national security, law enforcement, or foreign policy implications of the transfer.
The FCC's authority in this area has been reinforced by the establishment of the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector (informally known as "Team Telecom"), an Executive Branch interagency committee that advises the FCC on national security and law enforcement concerns associated with applications involving foreign ownership. We anticipate that the FCC may refer the application to Team Telecom for review, and our filing strategy accounts for this possibility.
IV.B. Filing Requirements
The application for consent to transfer control will be filed using FCC Form 214 (or the applicable successor form and electronic filing system). The application must include the following components:
Description of the Parties. Detailed descriptions of Northgate (as the proposed transferee) and Cascadia (as the current licensee), including corporate structure, principal officers and directors, lines of business, and financial information.
Description of the Transaction. A comprehensive description of the Transaction structure, including the formation and role of Merger Sub, the merger mechanics under DGCL § 251, the aggregate consideration, and the resulting ownership structure following closing.
Identification of Licenses. A complete identification of all FCC licenses and authorizations held by Cascadia that are subject to the transfer of control, including international Section 214 authorizations and any domestic authorizations.
Foreign Ownership Information. A detailed disclosure of Northgate's foreign ownership structure, including the identity and nationality of Northgate's principal shareholders, directors, and officers; the percentage of foreign ownership at each level of the corporate chain; and any direct or indirect ownership by foreign governments or foreign government-controlled entities. Northgate is a publicly traded company on the London Stock Exchange with ADRs on the NYSE. Based on information provided by Northgate, there are no known foreign government equity stakes in Northgate, and Northgate's shareholder base is predominantly institutional investors domiciled in the United Kingdom, the United States, and other Western democracies. The United Kingdom's status as a Five Eyes intelligence alliance partner — alongside the United States, Canada, Australia, and New Zealand — is a significant favorable factor in the foreign ownership analysis.
Public Interest Statement. A detailed statement demonstrating that the proposed transfer of control will serve the public interest, convenience, and necessity. We anticipate that the public interest statement will emphasize the following benefits of the Transaction: (i) the combination of Northgate's advanced SaaS technology platform (NetOrchestra) with Cascadia's fiber-optic network infrastructure will enhance service quality and reliability for customers in the Pacific Northwest; (ii) the Transaction will support expanded broadband access in underserved areas of Oregon, Washington, Idaho, and northern Nevada, consistent with national broadband deployment goals; (iii) Northgate's financial resources and global expertise will enable increased investment in Cascadia's network infrastructure; and (iv) the Transaction will promote competition in the regional fiber market by creating a stronger, more technologically capable competitor.
IV.C. Timing
Target Filing Date. We recommend filing the FCC transfer of control application within 15 business days of signing the merger agreement. Based on the target signing date of April 7, 2025, this implies a target FCC filing date of approximately April 28, 2025.
FCC Review Period. The FCC's review of transfer of control applications involving foreign ownership typically takes 90 to 180 days from the date the application is accepted for filing. However, the review period can vary significantly depending on the complexity of the application, the level of interest from third parties, and whether the FCC refers the application to Team Telecom or other Executive Branch agencies for review.
Given the non-controversial nature of the Transaction and the favorable profile of Northgate's ownership structure (publicly traded UK company, Five Eyes partner, no known foreign government ownership), we believe that a streamlined review is possible and estimate an FCC approval timeline of 90 to 120 days from acceptance of the application. This would place the anticipated FCC approval in the July to August 2025 timeframe.
Public Notice and Comment Period. Upon acceptance of the application, the FCC will typically issue a public notice and solicit comments from interested parties. The comment period is generally 30 days. We do not anticipate significant opposition from third parties, but we will monitor the comment period and be prepared to respond to any comments or objections.
Pre-Filing Consultation. We recommend conducting an informal pre-filing consultation with the staff of the FCC's International Bureau prior to submission of the application. A pre-filing meeting will allow us to discuss the Transaction, identify any potential issues or information gaps, and ensure that the application is complete and well-organized upon submission. Pre-filing engagement can also help build goodwill with the reviewing staff and may facilitate a more efficient review process.
IV.D. Risk Assessment
We assess the overall risk level associated with the FCC transfer of control application as low to moderate. The principal factors supporting this assessment are as follows:
Favorable Factors:
• The United Kingdom is a close and longstanding ally of the United States and a member of the Five Eyes intelligence alliance. FCC and Executive Branch agencies have historically been receptive to acquisitions by UK-domiciled entities, and UK ownership generally does not raise the national security concerns associated with acquisitions by entities domiciled in adversary or non-allied nations.
• Northgate is a publicly traded company with a transparent ownership structure. There are no known foreign government equity stakes, and Northgate's governance structure is consistent with Western corporate governance standards.
• The Transaction is complementary in nature, combining a technology platform with physical infrastructure. There is no reduction in the number of competitors in any relevant telecommunications market.
• The public interest benefits of the Transaction — including enhanced service quality, expanded broadband access, and increased infrastructure investment — are substantial and well-documented.
Potential Areas of Scrutiny:
• Notwithstanding the generally favorable profile, the FCC may impose conditions on its approval, such as a network security agreement or similar undertaking. Network security agreements typically require the licensee to maintain certain facilities, records, and data within the United States; to cooperate with law enforcement and national security agencies; and to appoint a designated security officer. Such conditions, while not uncommon in transactions involving foreign ownership, are less likely in Five Eyes-partner transactions and, if imposed, would not be expected to materially impair the value or operational flexibility of the combined business.
• The FCC may coordinate its review with Executive Branch agencies, including DOJ, FBI, and the Department of Homeland Security, through the Team Telecom process. This coordination may extend the overall review timeline and may result in additional information requests. We recommend proactive engagement with Team Telecom through the CFIUS filing process described in Section VI, which will provide a parallel channel for addressing any national security concerns.
Conclusion. We do not anticipate denial of the FCC application. The most likely outcome is unconditional approval, with a lesser possibility of approval subject to standard conditions. The key risk factor is timeline rather than substance — FCC review processes can be slow, and Team Telecom coordination can introduce delays. We recommend filing promptly and engaging proactively with FCC staff and Team Telecom to minimize the review period.
IV.E. Recommended Actions
1. Begin Drafting Immediately. Commence preparation of the FCC transfer of control application, including the foreign ownership disclosure, public interest statement, and all supporting documentation.
2. Foreign Ownership Disclosure. Prepare a comprehensive foreign ownership disclosure for Northgate, including a corporate organizational chart, identification of principal shareholders (to the extent known for a publicly traded company), and confirmation of the absence of foreign government ownership.
3. Pre-Filing Meeting. Schedule and conduct a pre-filing meeting with the FCC International Bureau staff at the earliest practicable date following the signing of the merger agreement.
4. FCC-CFIUS Coordination. Coordinate the FCC application and the CFIUS voluntary notice to present a consistent narrative regarding foreign ownership, national security, and public interest. Inconsistencies between the two filings could create unnecessary complications.
5. Regulatory Counsel Coordination. Howard Bellamy of Calderwood & Harkness will serve as lead counsel for the FCC filing, working in close coordination with Aaron Whitmore of WKB, who serves as Cascadia's regulatory counsel and has established relationships with FCC staff. This collaborative approach will ensure that both the transferor and transferee perspectives are reflected in the application.
V. State Public Utility Commission Approvals
V.A. Overview
Cascadia holds state public utility commission ("PUC") certifications or equivalent authorizations in four states: Oregon, Washington, Idaho, and Nevada. Each of these states imposes separate requirements for notification, approval, or consent in connection with a change of control of a certificated telecommunications utility or telecommunications provider. While state PUC processes are generally less burdensome and less time-consuming than federal regulatory reviews, they add to the overall regulatory workload and must be managed carefully to avoid becoming an unexpected source of delay.
The requirements and timelines for each state are summarized below. In each case, we assess the risk as low and expect that the state PUC processes will be completed within the timeframe required for FCC approval. Nonetheless, prompt filing is important to ensure that state PUC approvals do not lag behind the federal processes.
V.B. Oregon Public Utility Commission (Oregon PUC)
Cascadia holds a certificate of authority from the Oregon Public Utility Commission authorizing it to provide telecommunications services within the State of Oregon. Under Oregon law and the rules of the Oregon PUC, the transfer of control of a certificated telecommunications utility requires the prior approval of the Oregon PUC.
Filing Requirements. An application must be filed with the Oregon PUC requesting approval of the change of control. The application must include a description of the proposed transaction, financial information regarding the acquiring entity (Northgate), a statement regarding the impact of the transaction on Cascadia's continued provision of service in Oregon, and any other information required by the Oregon PUC's rules and orders. The application must demonstrate that the transaction is consistent with the public interest and that the surviving entity will have the financial and technical capability to continue providing telecommunications services to Oregon customers.
Review Period. The Oregon PUC typically reviews change of control applications within 60 to 90 days of a complete filing. The Oregon PUC may solicit public comments, conduct a hearing, or request additional information from the applicants.
Municipal Broadband Cooperative Agreement. We note that Cascadia is party to a Municipal Broadband Cooperative Agreement with certain Oregon municipalities (the "Cooperative Agreement"). The Cooperative Agreement may contain change of control provisions that require separate consent from the cooperative board. This is not a PUC matter per se, but it should be addressed in the broader change of control analysis and compliance workstream. We recommend that Cascadia's general counsel, Sandra Whitfield, review the Cooperative Agreement and initiate the consent process as needed.
Risk Assessment. Low. The Oregon PUC has approved numerous telecommunications change of control transactions involving foreign acquirers. We do not anticipate significant opposition or conditions.
V.C. Washington Utilities and Transportation Commission (Washington UTC)
Cascadia holds authorization from the Washington Utilities and Transportation Commission ("Washington UTC") to provide telecommunications services within the State of Washington. Under Washington law and the rules of the Washington UTC, a change in the controlling interest of a certificated telecommunications company generally requires prior notification and/or approval.
Filing Requirements. The filing with the Washington UTC must include a description of the acquiring entity, the terms of the proposed transaction, financial information demonstrating the acquiring entity's capability to support continued service, and a statement regarding the impact on customers and service quality. The Washington UTC may classify the transaction as requiring an abbreviated review or a full adjudicative proceeding, depending on the nature and scope of the transaction.
Review Period. The Washington UTC typically completes its review within 30 to 60 days for transactions that do not raise significant competitive or public interest concerns. We expect the Washington UTC review of this Transaction to be processed on an expedited basis given the absence of competitive issues and the financial strength of Northgate.
Risk Assessment. Low. The Transaction does not raise competitive concerns in Washington, and Northgate's financial resources enhance rather than diminish the service capabilities of the surviving entity. We anticipate approval without material conditions.
V.D. Idaho Public Utilities Commission (Idaho PUC)
Cascadia provides fiber-optic transport and connectivity services in portions of the State of Idaho. The Idaho Public Utilities Commission ("Idaho PUC") may require notification and/or approval in connection with a change of control, depending on the classification of Cascadia's services under Idaho law.
Filing Requirements. A notification filing must be made with the Idaho PUC describing the transaction, the acquiring entity, and the expected impact on service in Idaho. If the Idaho PUC determines that a formal approval process is required, an application will be submitted in accordance with the Commission's rules.
Review Period. The Idaho PUC typically processes change of control notifications within 30 to 60 days. If a formal application is required, the review period may extend to 60 to 90 days.
Risk Assessment. Low. Cascadia's Idaho operations represent a relatively small portion of its overall business, and we do not anticipate significant regulatory interest from the Idaho PUC.
V.E. Nevada Public Utilities Commission (Nevada PUC)
Cascadia holds a certificate of public convenience and necessity from the Nevada Public Utilities Commission ("Nevada PUC") authorizing it to provide telecommunications services in northern Nevada. Under Nevada law, the transfer of control of a certificated telecommunications provider requires the prior approval of the Nevada PUC.
Filing Requirements. An application must be filed with the Nevada PUC requesting approval of the change of control. The application must include a description of the transaction, financial information for the acquiring entity, a statement regarding the impact on service, and any additional information required by the Nevada PUC.
Review Period. The Nevada PUC typically processes change of control applications within 60 to 90 days of a complete filing. The Commission may conduct a hearing or request additional information as part of its review.
Risk Assessment. Low. Cascadia's northern Nevada operations are limited in geographic scope, and the Transaction does not raise competitive concerns in the Nevada market.
V.F. Filing Strategy
We recommend the following filing strategy for the state PUC approvals:
Timing. All four state PUC applications and/or notifications should be filed concurrently with, or within a few business days after, the FCC transfer of control application. Based on the target FCC filing date of approximately April 28, 2025, the state PUC filings should be submitted by approximately April 28 to May 2, 2025.
Coordination with Target's Counsel. We will coordinate closely with Aaron Whitmore at WKB on all state PUC filings. WKB has particular expertise in Oregon and Washington telecommunications regulation and has existing relationships with staff at the Oregon PUC and the Washington UTC. Leveraging WKB's local knowledge and relationships will facilitate efficient preparation and processing of the state filings.
Standardized Approach. We recommend developing a template notification letter and application that can be customized for each state's specific requirements. This approach will ensure consistency across filings, reduce preparation time, and minimize the risk of inadvertent omissions or inconsistencies.
Estimated Combined Timeline. The combined state PUC timeline is estimated at 30 to 90 days from filing, depending on the specific requirements and review processes in each state. Given that the FCC approval process is expected to take 90 to 120 days, we expect that all state PUC approvals will be obtained before or concurrent with the FCC approval. The state PUC processes should not be on the critical path for closing.
VI. CFIUS Voluntary Notice
VI.A. Applicability and Rationale for Voluntary Filing
The Committee on Foreign Investment in the United States ("CFIUS") is an interagency committee, chaired by the Secretary of the Treasury, that reviews certain transactions involving foreign investment in the United States for national security implications. CFIUS's authority is derived from Section 721 of the Defense Production Act of 1950, as amended (50 U.S.C. § 4565), and was substantially expanded by the Foreign Investment Risk Review Modernization Act of 2018 ("FIRRMA") and its implementing regulations (31 C.F.R. Parts 800 and 802).
CFIUS has jurisdiction to review any "covered transaction," which includes any merger, acquisition, or takeover by or with any foreign person that could result in foreign control of any U.S. business. The Transaction clearly falls within the scope of CFIUS's jurisdiction: Northgate, a UK-domiciled public limited company, is a "foreign person" under the CFIUS regulations, and the Transaction will result in Northgate acquiring control of Cascadia, a U.S. business.
Critical Infrastructure Considerations. Cascadia operates fiber-optic telecommunications network infrastructure, which is classified as critical infrastructure under CFIUS regulations and related executive orders. The CFIUS regulations identify telecommunications as one of the critical infrastructure sectors subject to enhanced scrutiny, and FIRRMA expanded CFIUS's authority to review certain non-controlling investments in U.S. businesses that own or operate critical infrastructure. Because the Transaction results in full foreign control (rather than a non-controlling investment), it is subject to the broader "covered transaction" framework rather than the narrower "covered investment" framework.
Mandatory Declaration Analysis. FIRRMA introduced a mandatory declaration requirement for certain transactions involving specified critical infrastructure, critical technologies, or sensitive personal data. Whether a mandatory declaration is required for this Transaction depends on whether Cascadia's fiber-optic network operations fall within the specific categories of critical infrastructure listed in the CFIUS regulations and whether the acquirer is subject to mandatory filing requirements based on the involvement of foreign government ownership or other specified factors. Based on our preliminary analysis, we do not believe that a mandatory declaration is triggered, as Northgate does not appear to have foreign government ownership that would trigger the mandatory filing provisions, and Cascadia's specific operations may not fall within the narrowly defined categories requiring mandatory declarations. However, the analysis is complex and fact-intensive, and we will confirm this determination as part of our filing preparation.
Rationale for Voluntary Filing. Even if a mandatory declaration is not required, we strongly recommend that Northgate file a voluntary notice with CFIUS. A voluntary notice is advisable for the following reasons:
• Safe Harbor. A completed CFIUS review resulting in clearance provides a safe harbor against future CFIUS intervention. Without a CFIUS filing, the Transaction would remain subject to potential post-closing CFIUS review and, in extreme cases, the possibility of a Presidential order to divest. A voluntary notice eliminates this risk.
• Deal Certainty. A CFIUS clearance provides additional certainty to both parties and their respective boards of directors, shareholders, and lenders that the Transaction will not be unwound or subjected to onerous post-closing conditions.
• Consistent Narrative. Filing with CFIUS in parallel with the FCC application allows us to present a consistent and coordinated narrative regarding national security issues across both regulatory processes. This coordination is particularly important given that the FCC may refer its own review to Team Telecom, which overlaps significantly with the CFIUS interagency process.
• Timeline Management. By filing proactively, we can initiate the CFIUS review early in the regulatory process, ensuring that CFIUS clearance is obtained within the overall 90-to-150-day regulatory timeline rather than as an unexpected post-closing burden.
VI.B. Risk Assessment
Our overall assessment of the CFIUS risk associated with the Transaction is low. We base this assessment on the following analysis:
Favorable Factors:
• Five Eyes Alliance Partner. The United Kingdom is a member of the Five Eyes intelligence-sharing alliance, alongside the United States, Canada, Australia, and New Zealand. The Five Eyes partnership represents the closest and most trusted intelligence-sharing relationship maintained by the United States. Acquisitions by Five Eyes-partner-domiciled entities are generally viewed more favorably by CFIUS than acquisitions by entities domiciled in non-allied or adversary nations. While Five Eyes status does not guarantee clearance, it substantially reduces the likelihood of an adverse outcome.
• Publicly Traded, Transparent Ownership. Northgate is a publicly traded company listed on the London Stock Exchange with ADRs on the NYSE. Its ownership structure is transparent and subject to the reporting requirements of both UK and U.S. securities laws. There are no known foreign government equity stakes in Northgate, and Northgate's institutional shareholder base is composed predominantly of well-known Western institutional investors.
• Governance. Northgate's board of directors is chaired by Dame Catherine Enright, DBE, and its CEO is Sir Malcolm Trent, KBE. The board includes experienced directors with strong reputations in the UK and international business community.
• Limited Government/DOD Exposure. Cascadia's government and DOD customer relationships are limited in scope and value relative to its overall revenue base. Due diligence has not identified any classified or sensitive government contracts held by Cascadia. While Cascadia's fiber-optic network infrastructure passes in proximity to certain government and DOD facilities in Oregon, Washington, Idaho, and northern Nevada, the services provided to government customers are standard commercial telecommunications services and do not involve access to classified information or sensitive government systems.
• Procompetitive Nature. The Transaction is complementary and procompetitive, combining a technology platform with physical infrastructure. It does not reduce competition in any telecommunications market and is expected to benefit consumers and the broader public interest.
Potential Areas of Concern:
• Critical Infrastructure. Telecommunications infrastructure is classified as critical infrastructure under CFIUS regulations and related executive orders. CFIUS may conduct a thorough review of the potential national security implications of placing Cascadia's fiber-optic network under foreign control, even where the foreign acquirer is domiciled in a trusted allied nation.
• Proximity to DOD Facilities. Cascadia's fiber-optic network runs in proximity to certain government and DOD sites in the Pacific Northwest, including military installations and government research facilities. CFIUS may wish to assess whether the change of control could create access risks or vulnerabilities with respect to these facilities.
• Potential for Mitigation. CFIUS may determine that approval is appropriate subject to mitigation measures, such as a national security agreement ("NSA") or similar undertaking. Common mitigation measures in telecommunications transactions include requirements to maintain certain network operations and data storage within the United States, restrictions on foreign national access to certain facilities or customer data, appointment of a security officer or security board, and engagement of a third-party security auditor. If imposed, such measures would increase ongoing compliance costs but would not be expected to materially impair the value or operational flexibility of the combined business.
Probability Assessment:
• Probability of CFIUS blocking or Presidential prohibition: Very low (estimated at less than 5%).
• Probability of CFIUS clearance without conditions: Moderate to high (estimated at 55–70%).
• Probability of CFIUS clearance with mitigation measures (e.g., NSA): Low to moderate (estimated at 25–40%).
VI.C. Filing Process and Timing
Filing Mechanism. We recommend filing a full voluntary notice with CFIUS, rather than a short-form declaration. Although the short-form declaration process (which provides for a 30-day review period) is available, CFIUS may respond to a declaration by requesting a full notice, which would effectively restart the review timeline. Given the critical infrastructure nature of Cascadia's business and the foreign ownership considerations, we believe that filing a full voluntary notice from the outset will result in a faster and more predictable review process.
Filing with Treasury. The voluntary notice will be filed with the Department of the Treasury, which serves as the chair and administrative lead of CFIUS. The notice will be prepared in accordance with the requirements of 31 C.F.R. § 800.501 and will include detailed information regarding both parties, the transaction structure, the target's business operations, government and DOD customer relationships, and the national security implications of the transaction.
Timeline. Upon acceptance of the voluntary notice, CFIUS initiates a 45-day review period. If CFIUS determines that additional review is warranted, it may extend the review to a 45-day investigation period, for a total potential review period of up to 90 days. In extraordinary cases, the President may conduct an additional 15-day review following the conclusion of the CFIUS investigation period. Based on the favorable risk profile of the Transaction, we anticipate that CFIUS will complete its review within the initial 45-day review period or, at most, within the combined 90-day review and investigation period.
Target Filing Date. We recommend filing the CFIUS voluntary notice concurrently with or shortly after the FCC transfer of control application, targeting a filing date of late April to early May 2025 (approximately April 28 to May 5, 2025). This timing will allow the CFIUS review to run in parallel with the FCC review and state PUC processes, maximizing the efficiency of the overall regulatory timeline.
Coordination with FCC Filing. It is essential that the CFIUS voluntary notice and the FCC transfer of control application present a consistent narrative regarding Northgate's foreign ownership structure, the national security implications of the Transaction, and the measures in place (or proposed) to address any potential concerns. Inconsistencies between the two filings could create confusion and delay in both review processes. We will prepare the CFIUS notice and FCC application in tandem and will ensure that both documents are reviewed for consistency before filing.
VI.D. Preparation and Coordination
The preparation of the CFIUS voluntary notice will require the collection and analysis of detailed information from both Northgate and Cascadia, including the following:
Northgate Ownership and Governance. A detailed description of Northgate's corporate structure, ownership, board composition, and governance. This will include identification of Northgate's principal shareholders (to the extent known for a publicly traded company), directors, and officers; confirmation of the absence of foreign government ownership; and a description of Northgate's governance practices, compliance programs, and security protocols.
Cascadia Government and DOD Relationships. Identification and description of all government and DOD customer relationships, contracts, and accounts maintained by Cascadia. This will include a review of customer contracts, revenue attributable to government and DOD customers, the nature of services provided, and the locations of Cascadia network facilities in proximity to government and DOD sites. Coordination with Cascadia management — specifically Derek Holmgren (CEO), Priya Ramachandran (COO), and Sandra Whitfield (General Counsel) — will be essential to compile complete and accurate information.
Network Infrastructure Details. A description of Cascadia's fiber-optic network infrastructure, including route maps, critical facility locations, interconnection points, and the proximity of network facilities to government, military, and sensitive sites. CFIUS may request detailed mapping information and facility descriptions as part of its review.
Mitigation Preparedness. In the event that CFIUS determines that mitigation measures are appropriate, we should be prepared to negotiate the terms of a national security agreement or similar undertaking. The goal would be to ensure that any mitigation measures imposed do not materially impair the value of the Transaction or the operational flexibility of the combined business. Common mitigation measures in comparable transactions have included requirements to maintain a U.S.-based security officer, restrictions on foreign national access to certain network facilities, and annual audits by a third-party security monitor.
Specialized Counsel. Depending on the complexity of the CFIUS review and the specific issues raised, it may be advisable to engage specialized national security counsel to assist with the CFIUS filing and any mitigation negotiations. We will assess this need as the filing preparation progresses and will recommend engagement of specialized counsel if warranted.
VII. Consolidated Regulatory Timeline
VII.A. Timeline Table
The following table sets forth the estimated timeline for all regulatory filings and approvals in connection with the Transaction:
VII.B. Critical Path Analysis
Based on the estimated timelines for each regulatory filing, the FCC transfer of control application is most likely to constitute the critical path item for the Transaction's regulatory approval process. The FCC review period of 90 to 120 days from acceptance of the application is the longest of the four regulatory workstreams. The potential for Team Telecom coordination as part of the FCC review process adds an additional element of timeline uncertainty.
HSR Clearance. HSR clearance is expected to be obtained first among all regulatory approvals, within the initial 30-day waiting period or upon early termination. Absent the issuance of a Second Request — which we assess as a low probability — the HSR process should not be on the critical path. In the unlikely event of a Second Request, the timeline would extend significantly (by an estimated 60 to 90 days or more), and HSR clearance could then become a critical path item. The outside date and extension mechanism provide adequate cushion to accommodate this contingency.
State PUC Approvals. State PUC approvals are expected to be completed within 30 to 90 days from filing, which places them well within the FCC review timeline. State PUC approvals should not be on the critical path for closing.
CFIUS Clearance. The CFIUS review period of 45 to 90 days runs in parallel with the FCC review process. If CFIUS proceeds to an extended 45-day investigation (total 90 days), the CFIUS timeline could approach or coincide with the FCC timeline. In practice, we expect CFIUS clearance to be obtained within 45 to 75 days from filing, before or concurrent with FCC approval.
Overall Timeline. Our overall estimate of 90 to 150 days from signing to full regulatory clearance is driven primarily by the FCC review period. The target closing date of August 2025 is consistent with this estimate and provides a margin of safety within the September 30, 2025 outside date. The availability of the 60-day extension to November 29, 2025 provides an additional layer of protection against unanticipated

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