DRAFT — PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT
VOLUNTARY NOTICE TO THE COMMITTEE ON FOREIGN INVESTMENT IN THE UNITED STATES
Proposed Acquisition of Cascadia Fiber Networks, Inc. by Northgate Telecommunications PLC
PREPARED BY
CALDERWOOD & HARKNESS LLP 600 Lexington Avenue, 30th Floor New York, NY 10022
C&H Matter No. 1022-00006
Primary Author: Howard Bellamy Specialist Partner, Antitrust & Competition
Date of Draft: ____, 2025
This voluntary notice has been prepared for filing pursuant to Section 721 of the Defense Production Act of 1950, as amended (50 U.S.C. § 4565), and the implementing regulations set forth at 31 C.F.R. Part 800 (as amended by the Foreign Investment Risk Review Modernization Act of 2018 ("FIRRMA")). This document is a draft and is subject to revision prior to submission. It is protected by the attorney-client privilege and constitutes attorney work product. This document should not be disclosed to any third party without the prior written consent of Calderwood & Harkness LLP.
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PART 1: EXECUTIVE SUMMARY
Northgate Telecommunications PLC ("Northgate" or the "Acquirer"), a United Kingdom-headquartered publicly traded integrated telecommunications and enterprise software-as-a-service ("SaaS") company listed on the London Stock Exchange (LSE: NTP) and trading as American Depositary Receipts on the New York Stock Exchange (NYSE ADR: NTPL), hereby submits this voluntary notice (the "Notice") to the Committee on Foreign Investment in the United States ("CFIUS" or the "Committee") in connection with the proposed acquisition of one hundred percent (100%) of the outstanding equity interests of Cascadia Fiber Networks, Inc. ("Cascadia" or the "Target"), a Delaware-incorporated regional fiber-optic infrastructure operator headquartered in Portland, Oregon.
The proposed transaction (the "Transaction") is structured as a forward merger under Section 251 of the Delaware General Corporation Law (the "DGCL"), pursuant to which NTP Acquisition Sub, Inc. ("Merger Sub"), a Delaware corporation and wholly owned subsidiary of Northgate formed solely for the purpose of effectuating the Transaction, will merge with and into Cascadia. Upon consummation of the merger, Merger Sub will cease to exist, and Cascadia will survive as a wholly owned subsidiary of Northgate. The aggregate merger consideration is Seven Hundred Fifty Million Dollars ($750,000,000), payable entirely in cash to the existing equity holders of Cascadia.
The parties executed a non-binding Letter of Intent on February 14, 2025 (Reference: NTP-CFN-LOI-2025-001), and are currently in the process of negotiating the definitive Agreement and Plan of Merger. The target date for execution of the definitive agreement is April 7, 2025, with an estimated closing date of August 2025, subject to the satisfaction or waiver of customary closing conditions, including receipt of all required regulatory approvals.
The parties are submitting this voluntary notice because Northgate qualifies as a "foreign person" within the meaning of 31 C.F.R. § 800.224, given its incorporation and headquarters in the United Kingdom. Additionally, Cascadia operates fiber-optic telecommunications infrastructure in the Pacific Northwest region of the United States, including routes that pass in proximity to certain U.S. government and Department of Defense ("DOD") customer sites in Oregon and Washington. The parties believe that proactive engagement with the Committee is appropriate in light of these factors, and they seek CFIUS confirmation that the Transaction does not raise unresolved national security concerns.
As described in greater detail throughout this Notice, counsel's assessment is that the Transaction presents a low risk to U.S. national security. This assessment is based on several key factors:
• Five Eyes Alliance Membership. The United Kingdom is one of the five members of the Five Eyes intelligence-sharing alliance, which constitutes the closest intelligence cooperation arrangement maintained by the United States. The UK and the United States maintain robust bilateral defense and intelligence cooperation agreements, and UK-based acquirers have historically received favorable CFIUS treatment in the telecommunications and infrastructure sectors.
• Commercial Nature of Cascadia's Operations. Cascadia operates a regional commercial fiber-optic network providing standard lit and dark fiber services, wavelength provisioning, and data center interconnection to commercial customers. Cascadia does not hold facility security clearances ("FCL") or personnel security clearances, does not operate under classified contracts with the U.S. government, and does not maintain any Sensitive Compartmented Information Facility ("SCIF")-connected infrastructure.
• No Critical Technologies. Cascadia does not produce, design, test, manufacture, fabricate, or develop any "critical technologies" as defined in 31 C.F.R. § 800.215, including items controlled under the International Traffic in Arms Regulations ("ITAR"), the Export Administration Regulations ("EAR"), or the Atomic Energy Act of 1954.
• No Sensitive Personal Data Concerns. Cascadia does not maintain sensitive personal data of U.S. government personnel in quantities or of a nature that would trigger mandatory CFIUS filing requirements under 31 C.F.R. § 800.241.
• Publicly Traded Acquirer with Diversified Shareholder Base. Northgate is a publicly traded company with a diversified institutional shareholder base. No foreign government entity, sovereign wealth fund, or state-owned enterprise holds a controlling or significant ownership stake in Northgate. The UK government has no ownership interest, board representation, or operational control over Northgate.
The parties respectfully request that the Committee conclude its review of the Transaction within the initial forty-five (45) calendar day review period prescribed by 31 C.F.R. § 800.503, or as expeditiously thereafter as practicable, to facilitate the parties' target closing date of August 2025.
PART 2: INFORMATION REGARDING THE TRANSACTION (31 C.F.R. § 800.402)
2.1 Description of the Transaction
The Transaction is structured as a forward merger under Section 251 of the DGCL. The principal terms of the Transaction are as follows:
Merger Structure. NTP Acquisition Sub, Inc. ("Merger Sub"), a Delaware corporation and wholly owned subsidiary of Northgate, will merge with and into Cascadia Fiber Networks, Inc. Upon the effectiveness of the merger (the "Effective Time"), the separate corporate existence of Merger Sub will cease, and Cascadia will continue as the surviving corporation and a wholly owned subsidiary of Northgate Telecommunications PLC.
Merger Sub. Merger Sub was incorporated in the State of Delaware on February 21, 2025, under Delaware File Number 7301524, and has been assigned Employer Identification Number 93-2587401. The sole director of Merger Sub is Liam Sutherland, who serves as Vice President, Corporate Development at Northgate. Merger Sub was formed solely for the purpose of effectuating the merger contemplated by the Transaction and has not conducted any business operations, incurred any liabilities, or acquired any assets other than in connection with the Transaction. Upon consummation of the merger, Merger Sub will cease to exist as a separate legal entity.
Conversion of Shares. At the Effective Time, all outstanding shares of Cascadia common stock, together with all outstanding options, restricted stock units, and other equity-based awards (representing approximately 47,500,000 shares on a fully diluted basis), will be converted into the right to receive cash consideration. The implied per-share consideration is approximately $15.79, resulting in aggregate merger consideration of Seven Hundred Fifty Million Dollars ($750,000,000).
Surviving Entity. Following the Effective Time, Cascadia will survive as a wholly owned subsidiary of Northgate. Cascadia will continue to be organized as a Delaware corporation, will maintain its principal place of business in Portland, Oregon, and will continue to operate under its existing FCC authorizations and state public utility commission certifications, subject to the transfer of control approvals described in Section 2.3 below. Cascadia's existing management team, including its CEO and Co-Founder Derek Holmgren and its CTO and Co-Founder Priya Ramachandran, is expected to remain in their positions following the closing, subject to ordinary-course employment arrangements.
Cascadia's Corporate Details. Cascadia Fiber Networks, Inc. is incorporated in the State of Delaware under File Number 5197843, with Employer Identification Number 45-6128937. The company was founded in 2011 and is headquartered at 2750 NW Thurman Street, Suite 400, Portland, Oregon 97210.
Total Deal Value. The total deal value of the Transaction is $750,000,000, payable entirely in cash at the Effective Time.
2.2 Transaction Timeline
The anticipated timeline for the Transaction is as follows:
The parties' definitive Agreement and Plan of Merger is expected to provide for an outside date of September 30, 2025, which may be extended by either party to November 29, 2025, if the sole outstanding condition to closing at the time of the initial outside date is the receipt of one or more required regulatory approvals (including CFIUS clearance, HSR Act clearance, FCC approval, or state PUC approvals).
2.3 Other Regulatory Filings
In addition to this voluntary CFIUS notice, the Transaction requires the following regulatory approvals and filings:
Hart-Scott-Rodino Act Premerger Notification. The Transaction exceeds the applicable size-of-transaction threshold under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and its implementing regulations at 16 C.F.R. Parts 801–803. The parties anticipate filing their respective HSR notification and report forms with the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice on or about April 21, 2025. The applicable filing fee for the Transaction is $250,000, based on the 2025 threshold tier for transactions valued between $500 million and $1 billion.
FCC Transfer of Control Application. Cascadia holds an international Section 214 authorization issued by the Federal Communications Commission ("FCC"). The proposed change in ultimate ownership and control of Cascadia from its current equity holders to Northgate requires the filing of a transfer of control application with the FCC pursuant to Section 214 of the Communications Act of 1934, as amended, and the FCC's implementing rules. The parties anticipate filing the FCC transfer of control application on or about April 28, 2025. The FCC application will address Northgate's foreign ownership and the associated analysis under Section 310(b)(4) of the Communications Act, as applicable.
State Public Utility Commission Approvals. Cascadia holds certifications or authorizations from the public utility commissions of the four states in which it operates: the Oregon Public Utility Commission ("Oregon PUC"), the Washington Utilities and Transportation Commission ("Washington UTC"), the Idaho Public Utilities Commission ("Idaho PUC"), and the Public Utilities Commission of Nevada ("Nevada PUC"). Transfer of control applications or notifications will be filed with each of these state regulatory agencies concurrently with or shortly after the FCC filing, as required by applicable state law and regulation.
Estimated Regulatory Timeline. Based on the parties' analysis of applicable review periods and recent precedent, the parties estimate that all required regulatory approvals can be obtained within approximately 90 to 150 days from the date of signing of the definitive agreement. The parties do not anticipate that any of these regulatory filings will result in objection or extended review.
2.4 Transaction Rationale
The Transaction is driven by commercially motivated strategic and operational considerations. Northgate's rationale for the acquisition is as follows:
Strategic Network Expansion. Cascadia's fiber-optic network footprint in the Pacific Northwest — encompassing approximately 4,800 route miles across Oregon, Washington, Idaho, and northern Nevada — fills a significant gap in Northgate's existing North American middle-mile telecommunications network. Northgate has, over the past five years, pursued an organic and acquisitive strategy to build a comprehensive North American fiber backbone to complement its well-established European and Asia-Pacific network infrastructure. Cascadia's regional presence in the Pacific Northwest is a natural extension of this strategy, providing Northgate with connectivity to key data center markets in the Portland and Seattle metropolitan areas, as well as access to emerging data center development corridors in central Oregon and the Boise, Idaho metropolitan area.
SaaS Platform Deployment. Following the closing, Northgate intends to deploy its proprietary SaaS-based network management suite, marketed under the brand name "NetOrchestra," to Cascadia's existing enterprise and wholesale customer base. NetOrchestra provides real-time network monitoring, automated provisioning, capacity planning, and software-defined networking capabilities. Northgate believes that the deployment of NetOrchestra on Cascadia's fiber platform will enhance the value proposition for Cascadia's customers and accelerate the adoption of Northgate's enterprise SaaS offerings in the North American market.
No Defense or intelligence Motivation. The Transaction is not motivated by any defense, intelligence, or government contracting objective. Northgate does not currently hold any classified contracts with the U.S. government or any other government, and the acquisition of Cascadia is not intended to provide Northgate with access to classified information, government facilities, or defense-related capabilities. The Transaction is a purely commercial telecommunications infrastructure and technology acquisition.
2.5 Source of Funds
The aggregate merger consideration of $750,000,000 will be funded from the following sources:
Senior Secured Credit Facility. Northgate has obtained a commitment letter dated March 10, 2025 (Reference: PAB-CL-2025-03102) from Pinnacle Atlantic Bank, N.A. ("Pinnacle Atlantic"), acting as administrative agent, for a $500,000,000 senior secured credit facility (the "Credit Facility"). The Credit Facility comprises two components:
(a) Term Loan A: $300,000,000 in aggregate principal amount, to be drawn at closing to fund a portion of the merger consideration; and
(b) Revolving Credit Facility: $200,000,000 in committed availability, to be available for working capital and general corporate purposes following the closing, with an expected draw of approximately $200,000,000 at closing to fund the remaining debt-financed portion of the merger consideration.
The syndicate of lenders participating in the Credit Facility comprises the following institutions:
All lenders are U.S.-based or UK-based regulated financial institutions. No lender is a state-owned enterprise, sovereign wealth fund, or entity affiliated with a foreign government.
Cash on Hand. The remaining $250,000,000 of the merger consideration will be funded from Northgate's existing cash reserves. As of December 31, 2024, Northgate reported total cash and cash equivalents of approximately £1.4 billion (~$1.77 billion). The use of $250,000,000 in cash on hand to fund a portion of the merger consideration is consistent with Northgate's disclosed capital allocation strategy and has been approved by Northgate's Board of Directors.
No State-Owned or Sovereign Wealth Fund Involvement. The parties confirm that no state-owned enterprise, sovereign wealth fund, or entity owned or controlled by a foreign government is providing any portion of the funding for the Transaction. All sources of funds are from commercial, arms-length lending arrangements with private-sector financial institutions and from Northgate's internally generated cash reserves.
PART 3: INFORMATION REGARDING THE FOREIGN PERSON (31 C.F.R. § 800.402(c))
3.1 Northgate Telecommunications PLC — Corporate Profile
The following information is provided regarding Northgate Telecommunications PLC, the foreign person acquiring control of Cascadia Fiber Networks, Inc.:
Full Legal Name: Northgate Telecommunications PLC
Entity Type: Public limited company, incorporated under the laws of England and Wales and registered with Companies House
Company Registration Number: To be provided upon finalization
Registered Office and Global Headquarters: 14 Broadwick Place, London W1F 8HN, United Kingdom
Stock Exchange Listings: Northgate's ordinary shares are listed and traded on the London Stock Exchange under the ticker symbol "NTP." American Depositary Receipts ("ADRs"), each representing four ordinary shares, are listed and traded on the New York Stock Exchange under the symbol "NTPL." Northgate is subject to the listing rules and disclosure requirements of both the Financial Conduct Authority (UK) and the U.S. Securities and Exchange Commission.
Sector: Integrated telecommunications services and enterprise SaaS platforms. Northgate's business comprises three principal operating segments: (i) network infrastructure services, including fiber-optic backbone, metro fiber, and subsea cable operations across Europe and Asia-Pacific; (ii) enterprise unified communications, including voice, video, and messaging platforms delivered as cloud-based SaaS solutions; and (iii) network orchestration and management, through its proprietary NetOrchestra software platform.
Financial Profile (Fiscal Year Ended December 31, 2024):
Employees: Northgate employs approximately 12,500 people globally, with operations in the United Kingdom, continental Europe, the Asia-Pacific region, and North America. The precise employee count will be confirmed in the final filing.
Government Ownership or Control: Northgate is a publicly traded company with a diversified institutional shareholder base. No government entity, sovereign wealth fund, or state-owned enterprise holds a controlling or significant ownership stake in Northgate. The UK government has no ownership interest, board representation, or operational control over Northgate. Northgate has no history of receiving directed investments from any foreign government entity.
3.2 Key Officers and Directors of Northgate
The following individuals serve as the principal officers and directors of Northgate Telecommunications PLC. Detailed biographical information for each individual is provided in Exhibit F to this Notice.
Chief Executive Officer: Sir Malcolm Trent, KBE. Sir Malcolm is a citizen and resident of the United Kingdom. He has served as CEO of Northgate since 2018, having previously served as the company's Chief Operating Officer from 2014 to 2018. Prior to joining Northgate, Sir Malcolm held senior executive positions at Camberwell & Co. and Tidewater Partners LLC. Sir Malcolm does not hold any U.S. security clearances and has no current or prior affiliation with any foreign government. He was appointed Knight Commander of the Order of the British Empire (KBE) in the 2023 New Year Honours for services to the telecommunications industry and charitable endeavors.
Chief Financial Officer: Gemma Haverford. Ms. Haverford is a citizen and resident of the United Kingdom. She has served as CFO of Northgate since 2020, having previously served as Group Finance Director at Vireo Partners LLC from 2016 to 2020 and as a partner at Kraft Voss CPAs LLP (UK) from 2008 to 2016. Ms. Haverford is a Fellow of the Institute of Chartered Accountants in England and Wales ("ICAEW"). She does not hold any U.S. security clearances and has no current or prior affiliation with any foreign government.
General Counsel: Philippa Ashworth. Ms. Ashworth is a citizen and resident of the United Kingdom. She has served as General Counsel and Company Secretary of Northgate since 2019. Prior to joining Northgate, Ms. Ashworth was a partner at Stillwell & Linley LLP, where she practiced in the firm's telecommunications regulatory and M&A groups from 2005 to 2019. She is admitted as a solicitor of the Senior Courts of England and Wales. Ms. Ashworth does not hold any U.S. security clearances and has no current or prior affiliation with any foreign government.
Vice President, Corporate Development: Liam Sutherland. Mr. Sutherland is a citizen and resident of the United Kingdom. He has served as VP, Corporate Development at Northgate since 2021. In connection with the Transaction, Mr. Sutherland serves as the sole director of NTP Acquisition Sub, Inc. Prior to joining Northgate, Mr. Sutherland was a Vice President in the Mergers & Acquisitions group at Cascade National Bank in London from 2015 to 2021. Mr. Sutherland does not hold any U.S. security clearances and has no current or prior affiliation with any foreign government.
Chair of the Board of Directors: Dame Catherine Enright, DBE. Dame Catherine is a citizen and resident of the United Kingdom. She has served as non-executive Chair of the Board of Directors of Northgate since 2021. Dame Catherine is a former CEO of Harborview Holdings (2010–2019) and currently serves as a non-executive director of Penmark Industries and the London Stock Exchange Group plc. She was appointed Dame Commander of the Order of the British Empire (DBE) in the 2020 Birthday Honours for services to business and diversity. Dame Catherine does not hold any U.S. security clearances and has no current or prior affiliation with any foreign government.
Security Clearance Summary. None of the officers or directors of Northgate listed above hold U.S. security clearances of any kind. None have current or prior affiliations with any foreign government, intelligence service, or military organization, other than Sir Malcolm Trent's and Dame Catherine Enright's receipt of civil honors from Her late Majesty Queen Elizabeth II and His Majesty King Charles III, respectively, which are ceremonial in nature and do not entail any governmental role, authority, or obligation.
3.3 NTP Acquisition Sub, Inc.
The following information is provided regarding NTP Acquisition Sub, Inc., the direct party to the merger:
Full Legal Name: NTP Acquisition Sub, Inc.
Entity Type: Corporation, incorporated under the laws of the State of Delaware
Date of Incorporation: February 21, 2025
Delaware File Number: 7301524
Employer Identification Number (EIN): 93-2587401
Registered Agent: Corporation Trust Associates, 1209 Orange Street, Wilmington, Delaware 19801
Sole Director: Liam Sutherland (Vice President, Corporate Development, Northgate Telecommunications PLC)
Sole Officer: Liam Sutherland (President)
Capitalization: One hundred (100) shares of common stock, par value $0.01 per share, all of which are issued and outstanding and held of record by Northgate Telecommunications PLC. No other shares of capital stock, options, warrants, or other equity-linked securities are authorized or outstanding.
Purpose: Merger Sub was formed solely for the purpose of effectuating the forward merger contemplated by the Transaction. It has not conducted any business operations, incurred any liabilities (other than those incident to its incorporation and its execution of the definitive Agreement and Plan of Merger), or acquired any assets (other than the nominal capitalization described above). Upon the effectiveness of the merger, Merger Sub will cease to exist as a separate legal entity, and Cascadia will survive as a wholly owned subsidiary of Northgate.
3.4 Ownership Structure — Foreign Government Interest Analysis
Northgate is a publicly traded company whose ordinary shares are listed on the London Stock Exchange and whose ADRs are listed on the New York Stock Exchange. As a publicly traded company, Northgate's shareholder base is diversified and comprises primarily institutional investors, including pension funds, mutual funds, index funds, and other investment management firms.
Based on Northgate's most recent analysis of its shareholder register (to be confirmed and supplemented in the final filing), the principal shareholders of Northgate are as follows:
No single shareholder holds a controlling interest in Northgate. No foreign government entity, sovereign wealth fund, or state-owned enterprise holds a significant ownership stake in Northgate, based on information available to Northgate as of the date of this Notice. The parties will provide a supplemental shareholder register analysis in the final filing, confirming the absence of any significant foreign government-affiliated ownership positions.
The UK government has no ownership interest in Northgate, no board representation, and no contractual or regulatory authority to direct Northgate's management or operations beyond generally applicable laws and regulations.
Compliance History. Northgate confirms that it has no history of violations of U.S. export control laws (including the EAR and ITAR), U.S. economic sanctions administered by the Office of Foreign Assets Control ("OFAC"), or U.S. anti-corruption laws (including the Foreign Corrupt Practices Act). Northgate also confirms that it has no history of debarment, suspension, or proposed debarment by any U.S. government agency.
3.5 Country of Origin — United Kingdom
The United Kingdom occupies a unique position among foreign nations with respect to U.S. national security considerations, by virtue of the following factors:
Five Eyes Alliance. The United Kingdom is a founding member of the Five Eyes intelligence-sharing alliance, together with the United States, Canada, Australia, and New Zealand. The Five Eyes arrangement, which traces its origins to the UKUSA Agreement of 1946, represents the most comprehensive and deeply integrated signals intelligence sharing partnership maintained by the United States. The Five Eyes alliance reflects decades of mutual trust, operational collaboration, and shared commitment to collective security.
Bilateral Defense and intelligence Cooperation. Beyond the Five Eyes framework, the United States and the United Kingdom maintain extensive bilateral defense and intelligence cooperation agreements, including the U.S.-UK Mutual Defense Agreement of 1958 (as renewed and extended), the comprehensive defense trade cooperation treaty of 2007, and numerous classified operational agreements. The UK is a member of the North Atlantic Treaty Organization ("NATO") and has participated as a principal coalition partner in virtually all major U.S.-led military operations over the past several decades.
CFIUS Precedent. UK companies have historically received favorable treatment in CFIUS reviews, including in the telecommunications and critical infrastructure sectors. The Committee's recognition of the United Kingdom's status as a close ally is reflected in the generally expeditious processing of voluntary notices involving UK acquirers. While counsel acknowledges that each CFIUS review is conducted on a case-by-case basis, the strong track record of UK acquirers provides relevant context for the Committee's assessment of the present Transaction.
UK Regulatory Framework. Northgate is subject to comprehensive regulatory oversight in the United Kingdom, including regulation by the Office of Communications ("Ofcom") with respect to its telecommunications operations, by the Financial Conduct Authority ("FCA") with respect to its publicly listed securities, and by the Information Commissioner's Office ("ICO") with respect to data protection. This robust regulatory framework provides additional assurance regarding the governance and compliance of UK-based acquirers.
PART 4: INFORMATION REGARDING THE U.S. BUSINESS (31 C.F.R. § 800.402(c))
4.1 Cascadia Fiber Networks, Inc. — Corporate Profile
The following information is provided regarding Cascadia Fiber Networks, Inc., the U.S. business being acquired:
Full Legal Name: Cascadia Fiber Networks, Inc.
Entity Type: Corporation, incorporated under the laws of the State of Delaware
Date of Formation: 2011
Delaware File Number: 5197843
Employer Identification Number (EIN): 45-6128937
Principal Place of Business: 2750 NW Thurman Street, Suite 400, Portland, Oregon 97210
Sector: Cascadia is a regional fiber-optic network infrastructure company providing lit and dark fiber services, wavelength provisioning, and data center interconnection services across the Pacific Northwest.
Financial Profile (Fiscal Year Ended December 31, 2024):
Network Infrastructure: Cascadia owns and operates approximately 4,800 route miles of fiber-optic cable across Oregon, Washington, Idaho, and northern Nevada. The network serves as middle-mile and last-mile infrastructure connecting data centers, enterprise facilities, and carrier interconnection points throughout the Pacific Northwest.
Employees: Cascadia employs approximately 620 individuals, the substantial majority of whom are based in Oregon and Washington. Cascadia's workforce includes network engineers, field technicians, operations personnel, sales and marketing professionals, and administrative and corporate staff.
4.2 Key Officers and Directors of Cascadia
The following individuals serve as the principal officers and directors of Cascadia Fiber Networks, Inc. Detailed biographical information for each individual is provided in Exhibit F to this Notice.
Chief Executive Officer and Co-Founder: Derek Holmgren. Mr. Holmgren is a U.S. citizen and resident of Portland, Oregon. He co-founded Cascadia in 2011 and has served as CEO since the company's inception. Prior to founding Cascadia, Mr. Holmgren served in various network engineering and operations management roles at Ostrander & Co. (now Ostrander Industries) from 2003 to 2011.
Chief Technology Officer and Co-Founder: Priya Ramachandran. Ms. Ramachandran is a U.S. citizen and resident of Portland, Oregon. She co-founded Cascadia in 2011 and has served as CTO since inception. Ms. Ramachandran holds a B.S. in Electrical Engineering from the University of Washington and an M.S. in Telecommunications Engineering from Stanford University. Prior to co-founding Cascadia, she held senior engineering positions at Bramwell Enterprises and Granite Harbor Enterprises.
Chief Financial Officer: Tobias Engel. Mr. Engel is a U.S. citizen and resident of Lake Oswego, Oregon. He joined Cascadia as CFO in 2016. Prior to joining Cascadia, Mr. Engel served as Vice President of Finance at TeleCove, Inc. and as a senior manager in the Technology, Media, and Telecommunications practice at Muldoon Thackeray CPAs LLP.
General Counsel: Sandra Whitfield. Ms. Whitfield is a U.S. citizen and resident of Portland, Oregon. She joined Cascadia as General Counsel in 2018. Ms. Whitfield previously practiced telecommunications regulatory law at Corvinal & Pryor LLP in Portland from 2010 to 2018, and prior to that was an attorney in the FCC's Wireline Competition Bureau.
Board Chair: Clive Atherton. Mr. Atherton is a U.S. citizen and resident of Portland, Oregon. He serves as the board designee of Timberline Growth Partners, LP, and has been Chair of the Cascadia board since Timberline's initial investment in 2014. Mr. Atherton is a Managing Partner of Timberline Growth Management, LLC.
Directors:
• Rebecca Montrose: Board designee of Ridgecrest Venture Fund III, LP. Ms. Montrose is a U.S. citizen and resident of San Francisco, California. She is a Managing Director of Ridgecrest Capital Management, LLC.
• Gerald Foss: Independent director. Mr. Foss is a U.S. citizen and resident of Seattle, Washington. He is a former CEO of Northwest Link Communications, Inc. and has served on the Cascadia board since 2017.
• Diane Okamoto: Independent director. Ms. Okamoto is a U.S. citizen and resident of Boise, Idaho. She is a former Commissioner of the Idaho Public Utilities Commission and has served on the Cascadia board since 2019.
4.3 Equity Ownership of Cascadia
The current equity ownership of Cascadia Fiber Networks, Inc. is as follows:
All current equity holders of Cascadia are U.S.-based entities or individuals. No foreign person currently holds any equity interest in Cascadia. No foreign government entity, sovereign wealth fund, or state-owned enterprise has ever held any equity interest in Cascadia.
Timberline Growth Partners, LP made its initial investment in Cascadia in 2014 and currently holds a 42.3% equity stake, making it the largest single shareholder. Timberline is a U.S.-based private equity firm focused on growth-stage investments in technology and telecommunications companies in the Pacific Northwest. Ridgecrest Venture Fund III, LP invested in Cascadia in 2016 as part of a Series B financing round. Ridgecrest is a U.S.-based venture capital firm based in San Francisco, California.
4.4 Cascadia's Products, Services, and Customer Base
Cascadia provides the following telecommunications infrastructure services across its approximately 4,800 route-mile fiber-optic network in the Pacific Northwest:
Lit Fiber Services. Cascadia provides managed, lit fiber services — meaning activated fiber-optic connections with electronics (optical transceivers, DWDM equipment, and multiplexing infrastructure) installed and managed by Cascadia — to enterprise customers, regional internet service providers ("ISPs"), and data center operators. Lit fiber services are sold under multi-year master services agreements and typically include service-level commitments for availability, latency, and jitter.
Dark Fiber Services. Cascadia leases unlit ("dark") fiber strands to customers who provide their own optical networking equipment and manage their own traffic. Dark fiber leases are typically structured as Indefeasible Rights of Use ("IRU") agreements with terms ranging from fifteen (15) to twenty-five (25) years. Dark fiber customers include hyperscale data center operators, carrier-grade ISPs, and certain municipal broadband programs.
Wavelength Provisioning. Cascadia provides dedicated wavelength services on its dense wavelength division multiplexing ("DWDM") platform, offering customers dedicated optical channels with bandwidths ranging from 10 Gbps to 400 Gbps. Wavelength services are particularly attractive to data center operators and cloud service providers requiring high-capacity, low-latency point-to-point connectivity.
Data Center Interconnection. Cascadia's network connects more than thirty (30) data center facilities across the Pacific Northwest, providing cross-connect and metro fiber interconnection services that enable customers to exchange traffic between facilities and access cloud on-ramps, content delivery networks, and peering exchanges.
Key Customers and Commercial Contracts. Cascadia's customer base includes regional ISPs, hyperscale data center operators, municipal broadband programs, and enterprise accounts. Notable commercial contracts include:
(a) Pacific Ridge Data Centers, LLC: Cascadia maintains a Master Services Agreement with Pacific Ridge Data Centers, LLC, a regional data center operator with facilities in Portland, Oregon and Hillsboro, Oregon. This contract generates approximately $22 million in annual revenue and provides for lit fiber, dark fiber, and wavelength services connecting Pacific Ridge's data center campuses.
(b) Clearpath Internet Services, Inc.: Cascadia maintains a Wholesale Fiber IRU Agreement with Clearpath Internet Services, Inc., a regional ISP serving residential and commercial customers across Oregon and Washington. Under this agreement, Cascadia provides dark fiber strands on a long-term IRU basis to support Clearpath's network expansion.
(c) Oregon Municipal Broadband Cooperative Agreement: Cascadia participates in the Oregon Municipal Broadband Cooperative, providing middle-mile fiber connectivity to several municipal broadband networks in rural and underserved communities across Oregon. This arrangement was established pursuant to a cooperative agreement with participating municipalities and is funded in part by federal broadband grant programs.
Nature of Services. The services provided by Cascadia are standard commercial telecommunications infrastructure services. Cascadia does not provide classified communications services, does not operate any network segments that are specially designed or modified for defense or intelligence purposes, and does not hold any contracts requiring access to classified information.
4.5 Government and DOD Customer Relationships
Cascadia provides fiber connectivity services to certain U.S. government and Department of Defense customer sites in the Pacific Northwest. The parties provide the following information regarding these relationships to enable the Committee to conduct its assessment:
Nature of Government Services. The services that Cascadia provides to government and DOD customers consist of standard commercial lit and dark fiber transport. These services are identical in kind to the services provided to Cascadia's commercial customers and are delivered over the same network infrastructure, using the same equipment and the same operational processes. Cascadia does not provide classified network operations, does not maintain or operate any SCIF-connected infrastructure, and is not involved in any classified programs.
Security Clearances. Cascadia does not hold any facility security clearances ("FCL") issued by the Defense Counterintelligence and Security Agency ("DCSA") or any predecessor agency. Cascadia has never applied for or been issued an FCL. No employee of Cascadia holds a personnel security clearance in connection with Cascadia's business operations.
Classified Contracts. Cascadia does not operate under any classified contracts with the U.S. government, the Department of Defense, or any intelligence community agency. All of Cascadia's government customer contracts are unclassified, commercially-available services acquired through standard government procurement processes.
Proximity to Government and DOD Facilities. Cascadia's fiber-optic routes pass in proximity to certain military installations and federal facilities in Oregon and Washington. Generalized, non-classified depictions of these fiber routes are provided in Exhibit C to this Notice. The services provided by Cascadia to government customers in proximity to these facilities are commercially available services and are not specially designed, modified, or reserved for defense purposes. Cascadia's fiber routes follow public rights-of-way (e.g., state and county roads, utility easements, and railroad corridors) and are not routed through military installations or restricted areas.
Revenue from Government/DOD Customers. The revenue attributable to government and DOD customers as a percentage of Cascadia's total revenue is believed to be de minimis. The precise percentage will be determined through ongoing due diligence and will be provided in the final filing or in a supplemental submission. Based on preliminary analysis, counsel estimates that government and DOD revenue constitutes less than five percent (5%) of Cascadia's total annual revenue.
Additional detail regarding Cascadia's government and DOD customer relationships is provided in Exhibit G to this Notice.
4.6 FCC Licenses and Regulatory Status
Cascadia holds the following regulatory authorizations:
International Section 214 Authorization. Cascadia holds an international Section 214 authorization issued by the FCC, permitting it to provide international telecommunications services. A copy of this authorization is provided in Exhibit D.
State PUC Certifications. Cascadia holds certifications or authorizations to provide competitive telecommunications services from the following state public utility commissions:
(a) Oregon Public Utility Commission — Certificate of Authority
(b) Washington Utilities and Transportation Commission — Competitive Telecommunications Company Registration
(c) Idaho Public Utilities Commission — Certificate of Public Convenience and Necessity
(d) Public Utilities Commission of Nevada — Certificate of Public Convenience and Necessity
Copies of all state PUC certifications are provided in Exhibit D.
Regulatory Classification. Cascadia operates as a competitive local exchange carrier ("CLEC") and an interexchange carrier in the states in which it holds certifications. Cascadia is not a common carrier operating under Title II obligations with respect to classified or restricted government communications. Cascadia is not designated as an "eligible telecommunications carrier" under Section 214(e) of the Communications Act for purposes of receiving universal service support.
FCC Transfer of Control Application. A separate FCC transfer of control application is being prepared by counsel for concurrent filing with the FCC, addressing the transfer of Cascadia's international Section 214 authorization and its domestic regulatory authorizations from the current ownership to Northgate. That application will include the required foreign ownership analysis under Section 310(b)(4) of the Communications Act.
4.7 Critical Infrastructure and Critical Technologies Analysis
The parties have conducted a thorough analysis of the Transaction under the critical infrastructure and critical technologies provisions of the CFIUS regulations, and provide the following assessment:
Critical Infrastructure — 31 C.F.R. § 800.212. The parties acknowledge that fiber-optic telecommunications infrastructure can, in certain circumstances, constitute "critical infrastructure" as that term is used in the context of CFIUS review. However, the CFIUS regulations, as amended by FIRRMA and its implementing rules, define "covered investment critical infrastructure" by reference to the specific functions listed in Appendix A to 31 C.F.R. Part 800. Cascadia's network is a regional commercial fiber-optic network that provides standard commercial telecommunications services. Based on the parties' analysis, Cascadia's operations do not fall within the categories of covered investment critical infrastructure enumerated in Appendix A. Specifically:
(a) Cascadia does not own or operate any submarine cable systems or submarine cable landing stations.
(b) Cascadia does not own or operate any internet exchange points ("IXPs") that are identified as critical infrastructure in Appendix A.
(c) Cascadia does not own or operate any telecommunications infrastructure that serves a "substantial network" function as described in Appendix A.
(d) Cascadia's fiber network is a regional middle-mile and last-mile network, not a Tier 1 internet backbone or a network whose disruption would have a systemic impact on U.S. telecommunications.
Notwithstanding this analysis, the parties recognize that the Committee may independently assess the significance of Cascadia's fiber infrastructure in the context of U.S. national security, and the parties are prepared to provide any additional information that the Committee may require.
Critical Technologies — 31 C.F.R. § 800.215. Cascadia does not produce, design, test, manufacture, fabricate, or develop any "critical technologies" as defined in 31 C.F.R. § 800.215. Specifically:
(a) Cascadia does not produce or export defense articles or furnish defense services controlled under the ITAR (22 C.F.R. Parts 120–130).
(b) Cascadia does not produce, export, or re-export items controlled under the EAR (15 C.F.R. Parts 730–774) that would require a license for export to the United Kingdom.
(c) Cascadia does not produce or handle nuclear materials, equipment, or technology subject to the Atomic Energy Act of 1954 or NRC regulations.
(d) Cascadia does not produce or handle select agents or toxins controlled under the Select Agent Regulations (7 C.F.R. Part 331, 9 C.F.R. Part 121, or 42 C.F.R. Part 73).
(e) Cascadia does not develop, produce, or manufacture emerging or foundational technologies controlled pursuant to Section 1758 of the Export Control Reform Act of 2018.
Cascadia develops and uses proprietary network management software and holds certain patents related to fiber-optic network monitoring and optimization. These technologies are commercial-grade, are not export-controlled, and do not constitute "critical technologies" under the CFIUS regulations. A summary of Cascadia's material intellectual property will be provided upon request.
Assessment. Based on the foregoing analysis, the Transaction does not constitute a "covered transaction" involving critical technologies. While the Transaction involves the acquisition of a U.S. telecommunications infrastructure company by a foreign person, the parties believe that the commercial nature of Cascadia's operations, the absence of classified contracts or critical technologies, and the UK Five Eyes ally status of the acquirer collectively support a determination that the Transaction does not raise unresolved national security concerns.
4.8 Sensitive Personal Data
The parties have assessed the Transaction under the sensitive personal data provisions of 31 C.F.R. § 800.241 and provide the following analysis:
Cascadia does not maintain "sensitive personal data" as defined in 31 C.F.R. § 800.241 in quantities or of a nature that would trigger mandatory CFIUS filing requirements. Specifically:
(a) Cascadia does not maintain genetic test results, biometric data, or personal health data of U.S. government personnel.
(b) Cascadia does not maintain financial data that could be used to determine the net worth of individuals who hold U.S. government security clearances.
(c) Cascadia does not maintain precise geolocation data of U.S. government personnel.
(d) Cascadia does not aggregate or maintain personal data of more than one million individuals in categories identified in 31 C.F.R. § 800.241(a)(1).
Cascadia maintains standard customer and employee data in the ordinary course of its business operations, including contact information, billing records, and employment records. This data is maintained in compliance with applicable federal and state privacy laws, including the Oregon Consumer Privacy Act, and is subject to Cascadia's internal data security policies and procedures.
The parties do not believe that the sensitive personal data provisions of the CFIUS regulations are implicated by the Transaction.
PART 5: NATIONAL SECURITY ANALYSIS AND RISK ASSESSMENT
The parties respectfully submit the following analysis of the national security implications of the Transaction, structured in accordance with the threat-vulnerability-consequence framework that CFIUS employs in its assessment of covered transactions.
5.1 Threat Assessment
The threat assessment considers whether the foreign person acquiring control of the U.S. business poses or could pose a threat to U.S. national security. The parties submit that Northgate presents a negligible threat profile based on the following considerations:
Country of Origin. The United Kingdom is among the most closely allied nations to the United States in terms of defense and intelligence cooperation. As a founding member of the Five Eyes intelligence-sharing alliance, the UK participates in the deepest and most trusted intelligence relationship that the United States maintains with any foreign nation. The UK and the United States share a common commitment to democratic governance, the rule of law, and the protection of civil liberties, including protections against government interference in private commercial enterprises.
No Foreign Government Influence. There is no indication that the UK government, or any other foreign government, has any interest in, direction over, or ability to influence Northgate's operations or its potential use of Cascadia's fiber-optic infrastructure. Northgate is a publicly traded company with a diversified shareholder base comprising primarily institutional investors in the United States and the United Kingdom. No government entity holds a significant ownership stake in Northgate. The UK government has no board representation, no veto rights, and no contractual or statutory authority to direct Northgate's commercial operations beyond generally applicable law and regulation.
Publicly Traded Company with Governance Safeguards. Northgate's publicly traded status on both the London Stock Exchange and the New York Stock Exchange subjects it to comprehensive corporate governance requirements, including independent board oversight, external audit, and public disclosure obligations. These governance mechanisms provide transparency and accountability that further mitigate any theoretical risk of foreign government influence or direction.
Clean Compliance Record. Northgate has no history of violations of U.S. export controls, sanctions, anti-corruption laws, or other national security-related statutes and regulations. Northgate has never been subject to debarment, suspension, or proposed debarment by any U.S. government agency. Northgate has not been the subject of any adverse CFIUS findings or enforcement actions.
No Adverse intelligence Information. To the best of the parties' knowledge, there is no adverse intelligence information regarding Northgate, its officers, its directors, or its principal shareholders that would suggest a threat to U.S. national security.
5.2 Vulnerability Assessment
The vulnerability assessment considers whether the U.S. business presents vulnerabilities that could be exploited by the foreign person to the detriment of U.S. national security. The parties submit that Cascadia presents limited vulnerabilities based on the following considerations:
Commercial Nature of Operations. Cascadia's fiber-optic network is a commercial telecommunications infrastructure asset that provides standard commercial services to commercial and government customers alike. The services provided to government customers are identical in kind to those provided to commercial customers. There is no classified infrastructure, no SCIF-connected equipment, and no specialized defense-grade networking capability within Cascadia's operations.
Proximity to Government Facilities. The parties acknowledge that Cascadia's fiber-optic routes pass in proximity to certain government and DOD facilities in Oregon and Washington, which creates a theoretical vulnerability. However, this proximity is a common feature of commercial telecommunications networks across the United States — virtually all major fiber-optic carriers have routes that pass near government and military installations, as both fiber routes and government facilities tend to be located along major transportation corridors and in urban and suburban areas. The proximity of Cascadia's fiber routes to government facilities does not, in itself, provide any special access to classified information or defense capabilities.
Absence of Security Clearances. Cascadia does not hold facility security clearances and does not employ individuals with personnel security clearances in connection with its business operations. This absence of clearances reflects the purely commercial nature of Cascadia's operations and confirms that Cascadia is not involved in classified programs or activities.
Continued Regulatory Oversight. Following the closing of the Transaction, Cascadia will continue to operate under all applicable FCC and state PUC regulatory requirements. The FCC retains authority to impose conditions on the transfer of control of Cascadia's international Section 214 authorization and to monitor ongoing compliance. State PUCs retain jurisdiction over Cascadia's operations within their respective states. These regulatory frameworks provide ongoing governmental oversight of Cascadia's operations regardless of the identity of its ultimate parent company.
Northgate's Compliance Infrastructure. As a publicly traded UK company subject to Ofcom regulation, FCA listing requirements, and NYSE listing standards, Northgate maintains a comprehensive compliance infrastructure that includes internal controls, governance policies, and regulatory reporting obligations. This existing compliance infrastructure provides an additional layer of governance that will extend to Cascadia as a subsidiary of Northgate following the closing.
5.3 Consequences Assessment
The consequences assessment considers the potential impact on U.S. national security if the identified vulnerabilities were exploited. The parties submit that the potential consequences are limited and are adequately mitigated by existing safeguards:
UK Five Eyes Ally Status. The most significant mitigating factor in the consequences assessment is the UK's status as a Five Eyes ally. The intelligence-sharing and mutual defense obligations that bind the United States and the United Kingdom create a framework of trust and cooperation that substantially reduces the risk that a UK-based acquirer would exploit access to U.S. telecommunications infrastructure to the detriment of U.S. national security. The Five Eyes alliance reflects a judgment by the governments of both nations that they can be entrusted with each other's most sensitive intelligence — a level of trust that far exceeds the trust required for the ownership of a regional commercial fiber network.