BEFORE THE FEDERAL COMMUNICATIONS COMMISSION
WASHINGTON, D.C. 20554
APPLICATION FOR CONSENT TO TRANSFER OF CONTROL OF INTERNATIONAL SECTION 214 AUTHORIZATION AND RELATED LICENSES
Prepared by:
Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022
C&H Matter No. 1022-00006
Contact Attorney:
Howard Bellamy Specialist Partner, Antitrust & Competition Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022 Telephone: (212) 558-4000
Email: hbellamy@calderwoodharkness.com
DRAFT — Prepared for filing on or about April 28, 2025
TABLE OF CONTENTS
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I. INTRODUCTION AND SUMMARY
Cascadia Fiber Networks, Inc. ("Cascadia" or the "Transferor") and Northgate Telecommunications PLC ("Northgate" or the "Transferee") (collectively, the "Applicants"), by their undersigned counsel, hereby respectfully submit this Application for Consent to Transfer of Control ("Application") to the Federal Communications Commission (the "Commission" or "FCC"). Pursuant to Section 214 of the Communications Act of 1934, as amended, 47 U.S.C. § 214, and Section 63.24 of the Commission's rules, 47 C.F.R. § 63.24, the Applicants request the Commission's consent to the transfer of control of Cascadia and its international Section 214 authorization to Northgate.
The proposed transfer of control arises from a forward merger transaction structured under Section 251 of the Delaware General Corporation Law ("DGCL"). Under the terms of the proposed transaction, NTP Acquisition Sub, Inc. ("Merger Sub"), a newly formed Delaware corporation and wholly owned subsidiary of Northgate, will merge with and into Cascadia, with Cascadia surviving the merger as a wholly owned subsidiary of Northgate. The aggregate merger consideration is $750,000,000 in cash, with no stock component. The parties anticipate executing the definitive Agreement and Plan of Merger on or about April 7, 2025, with an estimated closing date in August 2025, subject to the satisfaction of customary closing conditions, including the receipt of all required regulatory approvals.
The proposed transaction will serve the public interest by combining Northgate's substantial financial resources, integrated telecommunications services capabilities, and enterprise SaaS platforms — including its proprietary "NetOrchestra" network management suite — with Cascadia's approximately 4,800 route miles of fiber-optic infrastructure deployed across Oregon, Washington, Idaho, and northern Nevada. The combination will enhance network capabilities, promote broadband deployment in rural and underserved communities, introduce advanced network management tools to Cascadia's existing customer base, and preserve continuity of service. No reduction in competition will result from the transaction, as the parties' respective operations are complementary rather than overlapping.
The Applicants respectfully request that the Commission process this Application on a streamlined basis pursuant to 47 C.F.R. § 63.12, and further request expedited treatment in light of the transaction timeline and the outside date of September 30, 2025 (as may be extended). As demonstrated below, the proposed transaction satisfies all applicable requirements for the Commission's consent and is consistent with the public interest, convenience, and necessity.
II. DESCRIPTION OF THE PARTIES
A. Transferor: Cascadia Fiber Networks, Inc.
1. General Information
Cascadia Fiber Networks, Inc. is a corporation organized and existing under the laws of the State of Delaware. Cascadia was founded in 2011 and is headquartered at 2750 NW Thurman Street, Suite 400, Portland, Oregon 97210. Its Delaware File Number is 5197843, and its federal Employer Identification Number ("EIN") is 45-6128937.
2. Principal Business
Cascadia is a regional fiber-optic network infrastructure operator providing lit and dark fiber services, wavelength provisioning, and data center interconnection throughout the Pacific Northwest and portions of the northern Great Basin region. Cascadia's network spans approximately 4,800 route miles across four states: Oregon, Washington, Idaho, and northern Nevada. Cascadia's fiber network connects major metropolitan areas, data center campuses, and rural communities throughout its service territory, providing critical middle-mile and last-mile connectivity to a diverse customer base.
Cascadia's principal customers include regional Internet service providers ("ISPs"), hyperscale data center operators, municipal broadband programs, and enterprise accounts. Cascadia serves as a key infrastructure provider to its region, and its network supports range wholesale and retail telecommunications services. Among Cascadia's most significant commercial relationships are its agreements with Pacific Ridge Data Centers, LLC (representing approximately $22,000,000 in annual revenue) and Clearpath Internet Services, Inc., both of which are expected to continue following the consummation of the proposed transaction.
3. Financial Information
For its fiscal year ended December 31, 2024, Cascadia reported total revenue of $187,400,000 and earnings before interest, taxes, depreciation, and amortization ("EBITDA") of $61,200,000. As of the date of this Application, Cascadia employs approximately 620 individuals across its operations.
4. Officers and Directors
Cascadia's principal officers are as follows:
Cascadia's Board of Directors consists of the following members:
5. Current Equity Ownership
Cascadia is a privately held company. Its current equity ownership is as follows:
6. FCC Authorizations
Cascadia holds an international Section 214 authorization issued by the Commission, the specific file number and authorization reference for which will be confirmed and inserted prior to filing of this Application. Cascadia also holds various state public utility commission ("PUC") certifications in the states of Oregon, Washington, Idaho, and Nevada, as further described in Section IV below and in Exhibit E hereto.
7. Outside Counsel
Cascadia is represented in connection with this Application and the proposed transaction by Whitmore, Kessler & Braun LLP, 1120 SW Quelston Street, Suite 800, Portland, Oregon 97205. The Lead Partner is Jonathan Kessler, and Regulatory Counsel is Aaron Whitmore.
B. Transferee: Northgate Telecommunications PLC
1. General Information
Northgate Telecommunications PLC is a public limited company organized and existing under the laws of England and Wales, with its principal office and headquarters 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 its American Depositary Receipts ("ADRs") trade on the New York Stock Exchange under the ticker symbol "NTPL."
2. Principal Business
Northgate is a leading provider of integrated telecommunications services and enterprise SaaS platforms, with operations spanning multiple countries. Northgate's service offerings encompass unified communications, network orchestration, managed connectivity, and related technology services. Northgate's proprietary "NetOrchestra" platform is a SaaS-based network management suite that provides enterprise and wholesale customers with enhanced network visibility, automated provisioning, real-time analytics, and operational efficiency tools. Northgate has made significant investments in expanding its North American presence and views the proposed acquisition of Cascadia as a key component of its strategic growth plan in the region.
3. Financial Information
For its fiscal year ended December 31, 2024, Northgate reported total revenue of £3,820,000,000 (approximately $4,830,000,000 at prevailing exchange rates) and EBITDA of £894,000,000 (approximately $1,130,000,000). As of approximately February 24, 2025, Northgate's market capitalization was approximately £6,100,000,000 (approximately $7,700,000,000).
4. Officers and Directors
Northgate's principal officers relevant to this Application are as follows:
Northgate's Board of Directors is chaired by Dame Catherine Enright, DBE. Additional details regarding the composition of Northgate's Board of Directors will be provided as required.
5. U.S. Registered Agent
Northgate's U.S. registered agent is Corporation Trust Associates, located at 1209 Orange Street, Wilmington, Delaware 19801.
6. Outside Counsel
Northgate is represented in connection with this Application and the proposed transaction by Calderwood & Harkness LLP, 600 Lexington Avenue, 30th Floor, New York, New York 10022. The Responsible Partner is Oliver Mackenzie, and Regulatory Counsel is Howard Bellamy.
C. Merger Sub: NTP Acquisition Sub, Inc.
NTP Acquisition Sub, Inc. ("Merger Sub") is a corporation organized and existing under the laws of the State of Delaware. Merger Sub was incorporated on February 21, 2025, solely for the purpose of effecting the forward merger described herein. Its Delaware File Number is 7301524, and its federal EIN is 93-2587401. Merger Sub's registered agent is Corporation Trust Associates, located at 1209 Orange Street, Wilmington, Delaware 19801.
Merger Sub's sole director is Liam Sutherland, Vice President, Corporate Development of Northgate. Merger Sub's authorized capital consists of 100 shares of common stock, par value $0.01 per share, all of which are issued and outstanding and held by Northgate. Merger Sub was formed for the sole purpose of effecting the proposed forward merger transaction and has not conducted any business operations, incurred any liabilities (other than in connection with its organization and the proposed transaction), or acquired any assets other than its initial capitalization. Upon consummation of the merger, Merger Sub will merge with and into Cascadia and will cease to exist as a separate entity, with Cascadia surviving as the continuing corporation.
III. DESCRIPTION OF THE TRANSACTION
A. Transaction Structure
The proposed transaction is structured as a forward merger under Section 251 of the Delaware General Corporation Law. Pursuant to the definitive Agreement and Plan of Merger to be executed by and among Northgate, Merger Sub, and Cascadia (the "Merger Agreement"), Merger Sub will merge with and into Cascadia (the "Merger"), with Cascadia surviving the Merger as the surviving corporation (the "Surviving Corporation"). Upon the effective time of the Merger, each outstanding share of Cascadia common stock (together with options, restricted stock units, and warrants that are converted or exercised in connection with the Merger) will be converted into the right to receive a portion of the aggregate merger consideration. The Surviving Corporation will become a wholly owned subsidiary of Northgate.
The aggregate merger consideration for all outstanding equity interests in Cascadia (including shares, options, restricted stock units, and warrants, calculated on a fully diluted basis) is $750,000,000, payable entirely in cash. No stock or other non-cash consideration is included in the transaction. Based on a fully diluted share count of 47,500,000 shares, the per-share consideration is $15.79.
The financing for the transaction will be provided through a combination of debt and cash on hand, as follows:
(a) Senior Secured Credit Facility: $500,000,000 from a senior secured credit facility arranged by Pinnacle Atlantic Bank, N.A., consisting of:
(i) a $300,000,000 Term Loan A facility; and
(ii) a $200,000,000 Revolving Credit Facility.
(b) Cash on Hand: $250,000,000 contributed by Northgate from its existing cash reserves and available liquidity.
A commitment letter from Pinnacle Atlantic Bank, N.A. evidencing the availability of the senior secured credit facility was executed on March 10, 2025 (Reference: PAB-CL-2025-03102).
Consummation of the Merger is subject to the approval of the holders of a majority of Cascadia's outstanding shares of common stock, as required by DGCL § 251(c). In connection with the execution of the Merger Agreement, Timberline Growth Partners, LP (holding 42.3% of Cascadia's outstanding shares) and Ridgecrest Venture Fund III, LP (holding 17.8% of Cascadia's outstanding shares) are expected to enter into voting support agreements pursuant to which each will agree to vote all of its shares in favor of the Merger. Together, these two stockholders hold approximately 60.1% of Cascadia's outstanding shares, which exceeds the majority threshold required for stockholder approval under the DGCL.
B. Transaction Timeline
The Applicants currently anticipate the following timeline for the proposed transaction:
The Letter of Intent includes a 60-day exclusivity period running from February 14, 2025, through April 14, 2025, during which Cascadia has agreed not to solicit, initiate, or engage in discussions or negotiations with any third party regarding any alternative acquisition proposal.
The Merger Agreement will include an outside date of September 30, 2025, by which all conditions to closing must be satisfied or waived. The outside date is subject to a mutual extension of 60 days (to November 29, 2025) in the event that all conditions to closing other than the receipt of required regulatory approvals have been satisfied or waived as of the original outside date.
C. Post-Closing Structure
Following the consummation of the Merger, Cascadia will continue to operate as a wholly owned subsidiary of Northgate. Cascadia's existing FCC authorizations, including its international Section 214 authorization, and its state PUC certifications in Oregon, Washington, Idaho, and Nevada, will remain with the Surviving Corporation. No change in the day-to-day operations, services, or customers of Cascadia's fiber-optic network is contemplated as a result of the transaction.
In furtherance of the public interest benefits described more fully in Section VI below, Northgate intends to deploy its proprietary NetOrchestra SaaS-based network management suite to Cascadia's enterprise and wholesale customer base following closing. The integration of NetOrchestra is expected to enhance service quality, improve network visibility, and provide Cascadia's customers with access to advanced unified communications and network orchestration capabilities.
D. Existing Indebtedness to Be Retired at Closing
In connection with the closing of the Merger, certain existing indebtedness of Cascadia will be retired. Specifically:
(a) Cascadia's existing term loan with Elkhorn Capital Markets, LLC in the outstanding principal amount of $82,600,000 will be mandatorily prepaid at closing. The term loan agreement with Elkhorn Capital Markets, LLC contains a change of control provision that triggers mandatory prepayment upon consummation of a transaction of the type contemplated herein. The mandatory prepayment will include a 1.0% prepayment premium in the amount of $826,000.
(b) Cascadia has outstanding capital leases with an aggregate balance of approximately $12,300,000. The treatment of these capital leases at closing, including whether they will be assumed by the Surviving Corporation or retired, is to be confirmed in connection with the negotiation and execution of the Merger Agreement and the related financing documentation.
The total estimated indebtedness of Cascadia to be addressed at closing is approximately $94,900,000. All transaction-related indebtedness will be addressed through the financing arrangements described in Section III.A above and through Northgate's available cash resources.
IV. LICENSES AND AUTHORIZATIONS SUBJECT TO TRANSFER
This Application seeks the Commission's consent to the transfer of control of the following FCC authorizations held by Cascadia Fiber Networks, Inc.:
(a) International Section 214 Authorization: Cascadia holds an international Section 214 authorization issued by the Commission. The specific FCC file number(s) and authorization reference(s) associated with this authorization will be confirmed and inserted prior to the filing of this Application. A complete list of all FCC authorizations held by Cascadia will be set forth in Exhibit C hereto.
In addition to the foregoing FCC authorizations, Cascadia holds state-level public utility commission certifications in each of the four states in which it operates:
(b) Oregon Public Utility Commission — Certificate of authority to provide telecommunications services in the State of Oregon.
(c) Washington Utilities and Transportation Commission — Certificate of authority to provide telecommunications services in the State of Washington.
(d) Idaho Public Utilities Commission — Certificate of authority to provide telecommunications services in the State of Idaho.
(e) Nevada Public Utilities Commission — Certificate of authority to provide telecommunications services in the State of Nevada.
Separate state-level transfer of control notifications and/or applications, as required, will be filed concurrently with or promptly following the filing of this Application with the Commission. A description of Cascadia's state PUC certifications is set forth in Exhibit E hereto.
The Applicants note that no domestic Section 214 authorization is implicated by the proposed transaction, as Cascadia's domestic services fall within the blanket authorization framework established by the Commission's rules. Nevertheless, the Applicants confirm compliance with all applicable notification requirements related to domestic Section 214 authorizations.
The Applicants respectfully request that the Commission's consent extend to all authorizations held by Cascadia, including any authorizations that may not be specifically identified herein but that are subject to the Commission's transfer of control requirements.
V. FOREIGN OWNERSHIP DISCLOSURE
A. Northgate's Ownership Structure
Northgate Telecommunications PLC is a publicly traded company organized under the laws of England and Wales. As described in Section II.B above, Northgate's ordinary shares are listed on the London Stock Exchange (LSE: NTP), and its American Depositary Receipts trade on the New York Stock Exchange (NYSE: NTPL).
Northgate's shares are widely held by public investors. Based on information available as of the date of this Application, no single shareholder holds more than 10% of Northgate's outstanding shares. Beneficial ownership data will be confirmed and updated, as necessary, prior to the filing of this Application. To the extent that any shareholder is identified as holding 10% or more of Northgate's outstanding shares, such information will be disclosed in Exhibit D hereto and in any supplemental filings made in connection with this Application.
Upon consummation of the proposed transaction, Northgate will hold 100% of the equity of the Surviving Corporation (i.e., Cascadia, following the merger of Merger Sub with and into Cascadia). Accordingly, Cascadia will be an indirect wholly owned subsidiary of Northgate, a foreign entity organized under the laws of England and Wales.
B. Section 310 Analysis
Section 310(b)(4) of the Communications Act of 1934, as amended, 47 U.S.C. § 310(b)(4), imposes restrictions on indirect foreign ownership of entities holding common carrier radio licenses and certain other FCC authorizations. Cascadia's international Section 214 authorization subjects it to the Commission's review under Section 310(b)(4), which provides that the Commission may deny or revoke a license if it finds that the public interest would be served by such action in cases where more than 25% of a licensee's equity is owned, directly or indirectly, by foreign individuals, entities, or governments.
Upon consummation of the proposed transaction, 100% of Cascadia's equity will be indirectly held by Northgate, a public limited company organized under the laws of England and Wales. Accordingly, the Applicants acknowledge that the proposed transaction will result in aggregate indirect foreign ownership of Cascadia in excess of the 25% benchmark established by Section 310(b)(4).
The Applicants submit that the proposed foreign ownership is fully consistent with the public interest and request the Commission's approval under its Section 310(b)(4) analysis. In conducting its analysis, the Commission has established a presumption in favor of approval of foreign ownership where the foreign entity is organized under the laws of a country that is a member of the World Trade Organization ("WTO") and where no countervailing public interest concerns are present. The United Kingdom is a WTO member country and a close and longstanding ally of the United States. The United Kingdom is a member of the Five Eyes intelligence alliance, alongside the United States, Canada, Australia, and New Zealand, and is a party to comprehensive mutual defense and intelligence-sharing agreements with the United States. These factors strongly support a finding that the proposed foreign ownership is consistent with the public interest.
The Applicants further submit that this Application is subject to the Executive Branch review process, as described in Section V.D below, and the Applicants will cooperate fully with the Executive Branch's assessment of national security and law enforcement considerations.
C. Principal Foreign Owners and Officers
The principal foreign citizens who will hold positions of ownership, directorship, or senior management with respect to the Transferee and its subsidiaries following the consummation of the proposed transaction are as follows:
Additional beneficial ownership details regarding shareholders holding 10% or more of Northgate's outstanding shares, if any, will be provided in Exhibit D hereto and in any supplemental filings made in connection with this Application. Based on publicly available information, no single shareholder currently holds 10% or more of Northgate's outstanding shares.
D. Executive Branch / Team Telecom Review
The Applicants acknowledge that, consistent with the Commission's established practice and applicable Executive Orders, this Application will be referred to the Executive Branch for review by the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector, commonly known as "Team Telecom." Team Telecom is an interagency committee comprising representatives of the Department of Justice, the Department of Homeland Security, the Department of Defense, and other relevant Executive Branch agencies. Team Telecom is charged with reviewing applications involving foreign ownership of U.S. telecommunications assets and advising the Commission on national security, law enforcement, and public safety considerations.
The Applicants will cooperate fully with any inquiries from Team Telecom and will provide all information and documentation reasonably requested in connection with the Executive Branch review. The Applicants anticipate that the review will be completed within the customary timeframe and will not present material impediments to the consummation of the proposed transaction.
In addition to the Team Telecom review, the Applicants are voluntarily filing a notice with the Committee on Foreign Investment in the United States ("CFIUS") addressing Northgate's ownership structure and Cascadia's proximity to certain government and Department of Defense customer sites in the Pacific Northwest region. The Applicants' preliminary assessment is that the proposed transaction presents a low risk from a national security perspective, given the United Kingdom's status as a Five Eyes intelligence alliance partner and the nature of Cascadia's fiber-optic infrastructure services. The voluntary CFIUS notice is expected to be filed concurrently with or shortly after the filing of this FCC Application.
VI. PUBLIC INTEREST ANALYSIS
The proposed transaction will serve the public interest, convenience, and necessity. As set forth below, the combination of Northgate's substantial financial resources, integrated telecommunications capabilities, and enterprise SaaS platforms with Cascadia's extensive Pacific Northwest fiber-optic infrastructure will yield significant public interest benefits, including enhanced network capabilities and investment, service innovation through advanced SaaS platform deployment, preservation of competitive conditions, continuity of service, and support for broadband access in rural and underserved areas.
A. Enhanced Network Capabilities and Investment
Northgate brings significant financial resources and operational expertise to the proposed transaction. With fiscal year 2024 revenue of approximately $4,830,000,000, EBITDA of approximately $1,130,000,000, and a market capitalization of approximately $7,700,000,000, Northgate has the scale and financial capacity to make substantial capital investments in Cascadia's Pacific Northwest fiber-optic infrastructure. These investments will support the expansion, modernization, and maintenance of Cascadia's approximately 4,800 route miles of fiber, benefiting consumers, businesses, and institutions throughout Oregon, Washington, Idaho, and northern Nevada.
The proposed transaction will fill a significant gap in Northgate's North American middle-mile network strategy, enabling the creation of a more robust and interconnected fiber infrastructure for the Pacific Northwest region. Northgate's capital investment program for Cascadia is expected to include network expansion to additional communities and data center campuses, capacity upgrades along existing routes, and deployment of next-generation optical networking technologies. These investments will enhance the reliability, capacity, and reach of the region's telecommunications infrastructure.
B. SaaS Platform Deployment and Service Innovation
A key benefit of the proposed transaction is the deployment of Northgate's proprietary NetOrchestra SaaS-based network management suite to Cascadia's enterprise and wholesale customer base. NetOrchestra provides advanced capabilities including automated network provisioning, real-time performance monitoring, predictive analytics, and integrated unified communications functionality. Currently, NetOrchestra is deployed across Northgate's existing global customer base, and the platform has received industry recognition for its ability to improve network visibility, reduce operational costs, and accelerate service delivery.
Following the closing of the transaction, Cascadia's customers — including regional ISPs, hyperscale data center operators, municipal broadband programs, and enterprise accounts — will have access to NetOrchestra's capabilities. The integration of NetOrchestra with Cascadia's fiber-optic infrastructure is expected to enhance service quality, improve the customer experience, and enable Cascadia's customers to manage their network services more efficiently. The deployment of NetOrchestra represents a tangible and immediate public interest benefit that would not be achievable absent the proposed transaction.
C. No Reduction in Competition
The proposed transaction is a vertical and complementary combination that will not result in any reduction in competition in any relevant market. Northgate's principal business involves integrated telecommunications services and enterprise SaaS platforms, while Cascadia is a regional fiber-optic infrastructure provider. The parties' respective operations do not overlap in any geographic service area. Northgate does not currently operate fiber-optic network infrastructure in Oregon, Washington, Idaho, or northern Nevada, and Cascadia does not offer integrated telecommunications services or SaaS platforms of the type provided by Northgate.
Cascadia's existing customer contracts and service obligations will continue to be honored following the closing of the transaction. Key commercial relationships, including Cascadia's agreements with Pacific Ridge Data Centers, LLC (representing approximately $22,000,000 in annual revenue) and Clearpath Internet Services, Inc., will be maintained in accordance with their existing terms. The proposed transaction will not result in any degradation of service or change in the terms under which Cascadia provides services to its existing customers.
D. Continuity of Service
Cascadia will continue to operate as a going concern following the consummation of the proposed transaction, maintaining its existing services, customer relationships, and workforce of approximately 620 employees. No degradation, discontinuation, or material change in Cascadia's existing services is contemplated as a result of the transaction. Cascadia's fiber-optic network will continue to provide lit and dark fiber services, wavelength provisioning, and data center interconnection to its customers throughout the Pacific Northwest.
Cascadia's management team, including co-founders Derek Holmgren (CEO) and Priya Ramachandran (CTO), is expected to remain in key operational roles during the transition period following the closing of the transaction. This continuity of management will ensure a smooth transition and will minimize any potential disruption to Cascadia's operations or customer relationships.
E. Benefit to Rural and Underserved Areas
Cascadia's network plays an important role in supporting broadband access in rural and underserved communities throughout the Pacific Northwest. Among other things, Cascadia's network serves municipal broadband programs, including the Oregon Municipal Broadband Cooperative Agreement, which extends broadband connectivity to communities that might otherwise lack adequate telecommunications infrastructure.
Northgate's financial backing and technology resources will support Cascadia's continued and expanded participation in broadband expansion initiatives. The combination of Northgate's capital investment capabilities and Cascadia's existing network presence in underserved areas creates a meaningful opportunity to accelerate the deployment of high-speed broadband to communities that need it most. The proposed transaction is therefore consistent with the Commission's longstanding policy of promoting universal service and broadband deployment throughout the nation.
VII. OTHER REGULATORY PROCEEDINGS
The proposed transaction is subject to various regulatory approvals and notifications in addition to the Commission's consent sought herein. The Applicants provide the following summary of other regulatory proceedings associated with the transaction:
Hart-Scott-Rodino Act Premerger Notification. The proposed transaction requires a premerger notification filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR Act"), 15 U.S.C. § 18a. Based on the aggregate merger consideration of $750,000,000 and the applicable 2025 filing thresholds, the required HSR filing fee is $250,000 (applicable to the $500,000,000 to $1,000,000,000 transaction value tier). The Applicants anticipate making the HSR filing on or about April 21, 2025, which is approximately 10 business days following the target signing date for the Merger Agreement.
CFIUS Voluntary Notice. As described in Section V.D above, the Applicants intend to file a voluntary notice with the Committee on Foreign Investment in the United States ("CFIUS") addressing Northgate's foreign ownership structure and Cascadia's proximity to certain government and Department of Defense customer sites in the Pacific Northwest. The CFIUS notice is expected to be filed concurrently with or shortly after the filing of this FCC Application. The Applicants' preliminary risk assessment is that the transaction presents a low risk from a national security perspective.
State PUC Notifications and Applications. Cascadia holds public utility commission certifications in four states, and the proposed transfer of control will require separate notifications and/or applications to the relevant state regulatory authorities:
• Oregon Public Utility Commission
• Washington Utilities and Transportation Commission
• Idaho Public Utilities Commission
• Nevada Public Utilities Commission
State-level filings will be made in parallel with the FCC filing and are expected to be submitted on or about the same date as this Application or promptly thereafter.
Estimated Overall Regulatory Timeline. Based on the foregoing, the Applicants estimate that the overall regulatory approval process will require approximately 90 to 150 days from the signing of the Merger Agreement. The outside date for the transaction is September 30, 2025, which may be extended by mutual agreement of the parties to November 29, 2025 in the event that the receipt of required regulatory approvals is the sole remaining condition to closing.
VIII. INFORMATION REQUIRED UNDER SECTION 63.24
Pursuant to Section 63.24 of the Commission's rules, 47 C.F.R. § 63.24, the Applicants provide the following information:
A. Applicant Contact Information
Transferor: Cascadia Fiber Networks, Inc.
Address: 2750 NW Thurman Street, Suite 400, Portland, Oregon 97210
Principal Contact: Sandra Whitfield, General Counsel Telephone: (503) 555-2400
Email: swhitfield@cascadiafiber.com
Outside Counsel: Aaron Whitmore, Regulatory Counsel Whitmore, Kessler & Braun LLP 1120 SW Quelston Street, Suite 800 Portland, Oregon 97205 Telephone: (503) 555-7800
Email: awhitmore@wkblaw.com
Transferee: Northgate Telecommunications PLC
International Address: 14 Broadwick Place, London W1F 8HN, United Kingdom
U.S. Address (Registered Agent): Corporation Trust Associates, 1209 Orange Street, Wilmington, Delaware 19801
Principal Contact: Philippa Ashworth, General Counsel Telephone: +44 20 7946 0000
Email: p.ashworth@northgatetelecom.co.uk
Outside Counsel: Howard Bellamy, Specialist Partner Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, New York 10022 Telephone: (212) 558-4000
Email: hbellamy@calderwoodharkness.com
B. Organizational Charts
Pre-transaction and post-transaction organizational charts are attached hereto as Exhibit B.
The pre-transaction organizational chart depicts Cascadia's current ownership structure, showing the following equity holders and their respective ownership percentages:
• Timberline Growth Partners, LP — 42.3%
• Founders and Management — 28.1%
• Ridgecrest Venture Fund III, LP — 17.8%
• Other Investors / Option Holders — 11.8%
The post-transaction organizational chart depicts Cascadia as a wholly owned subsidiary of Northgate Telecommunications PLC, with Northgate's UK public company structure above. Following the consummation of the Merger, all of Cascadia's equity will be held indirectly by Northgate through the Surviving Corporation.
C. Citizenship and Principal Place of Business
Cascadia Fiber Networks, Inc.: Corporation organized and existing under the laws of the State of Delaware, with its principal place of business in Portland, Oregon, United States of America.
Northgate Telecommunications PLC: Public limited company organized and existing under the laws of England and Wales, with its principal place of business in London, United Kingdom.
D. Revenues and Financial Information
The following table summarizes the key financial information for both Applicants for the most recently completed fiscal year (fiscal year ended December 31, 2024):
Exchange rate conversions are based on prevailing rates as of the date of preparation of this Application and are provided for informational purposes only.
IX. COMPLIANCE CERTIFICATIONS
The Applicants hereby make the following certifications in connection with this Application:
1. No Pending Enforcement Actions. The Applicants certify that neither Cascadia Fiber Networks, Inc. nor Northgate Telecommunications PLC is a party to any pending enforcement action before the Commission, and that neither entity has been the subject of any adjudicated enforcement action by the Commission within the past five years.
2. No Unfair Competitive Practices. The Applicants certify that neither Cascadia Fiber Networks, Inc. nor Northgate Telecommunications PLC has been found by the Commission to have engaged in unfair competitive practices in violation of the Communications Act of 1934, as amended, or the Commission's rules.
3. Foreign Ownership Reporting Compliance. The Applicants certify that they are in compliance with the Commission's rules regarding foreign ownership reporting, including the requirements set forth in 47 C.F.R. § 1.5000 et seq., and will continue to comply with all applicable foreign ownership reporting obligations following the consummation of the proposed transaction.
4. National Security. The Applicants certify that, to the best of their knowledge, the proposed transaction does not implicate any national security concerns. In support of this certification, the Applicants note that the Transferee is organized under the laws of the United Kingdom, a close ally of the United States and a member of the Five Eyes intelligence alliance, and that the Applicants are voluntarily filing a CFIUS notice to facilitate a comprehensive assessment of any potential national security considerations, as described in Section V.D above.
5. Verification Under Penalty of Perjury. The authorized representatives of both the Transferor and the Transferee have executed declarations under penalty of perjury affirming the truth and accuracy of the statements made in this Application, which declarations are set forth in Section XIII below.
X. EXHIBITS AND ATTACHMENTS
The following exhibits are attached to and incorporated by reference into this Application:
Exhibit A — Copy of the Agreement and Plan of Merger (or summary thereof), by and among Northgate Telecommunications PLC, NTP Acquisition Sub, Inc., and Cascadia Fiber Networks, Inc. Note: To be attached upon execution of the definitive Merger Agreement, with a target signing date of April 7, 2025.
Exhibit B — Pre-closing and post-closing organizational charts depicting the ownership structure of Cascadia Fiber Networks, Inc. before and after the consummation of the proposed transaction.
Exhibit C — List of all FCC authorizations held by Cascadia Fiber Networks, Inc., including file numbers and authorization references. Note: To be confirmed and finalized prior to filing.
Exhibit D — Foreign ownership disclosure details and beneficial ownership information for Northgate Telecommunications PLC, including identification of any shareholders holding 10% or more of Northgate's outstanding shares.
Exhibit E — Description of Cascadia Fiber Networks, Inc.'s state public utility commission certifications in Oregon, Washington, Idaho, and Nevada, including certificate numbers and relevant regulatory contacts.
Exhibit F — Map of Cascadia's fiber-optic network, depicting approximately 4,800 route miles of fiber infrastructure across Oregon, Washington, Idaho, and northern Nevada, including key network nodes, interconnection points, and data center locations.
XI. REQUEST FOR STREAMLINED PROCESSING
The Applicants respectfully request that this Application be placed on the Commission's streamlined processing queue pursuant to Section 63.12 of the Commission's rules, 47 C.F.R. § 63.12.
The proposed transaction qualifies for streamlined processing for the following reasons:
(i) WTO Member Country. The Transferee, Northgate Telecommunications PLC, is organized under the laws of England and Wales, which is a member country of the World Trade Organization. Consistent with the Commission's precedent, applications involving transferees organized under the laws of WTO member countries are presumptively eligible for streamlined processing.
(ii) No Competitive Concerns. The proposed transaction does not raise competitive concerns. As described in Section VI.C above, the transaction is a vertical and complementary combination, and the parties' respective operations do not overlap in any geographic service area. The transaction will not result in any reduction in competition in any relevant market.
(iii) No Prior Denial or Revocation. Neither Cascadia nor Northgate has been denied an FCC authorization or had an FCC authorization revoked. Neither party has been the subject of any adverse FCC enforcement action that would preclude streamlined processing.
In addition to streamlined processing, the Applicants respectfully request expedited treatment of this Application. The estimated regulatory timeline for the proposed transaction is 90 to 150 days from the signing of the Merger Agreement, and the outside date for the transaction is September 30, 2025 (subject to a mutual extension to November 29, 2025 if regulatory approvals are the sole outstanding condition). Prompt processing of this Application will facilitate the timely consummation of the transaction in accordance with the parties' agreement and will allow the public interest benefits of the transaction to be realized without unnecessary delay.
XII. CONCLUSION AND PRAYER FOR RELIEF
For the foregoing reasons, the Applicants respectfully request that the Commission grant its consent to the transfer of control of Cascadia Fiber Networks, Inc.'s international Section 214 authorization and all related FCC licenses and authorizations to Northgate Telecommunications PLC.
As set forth in detail above, the proposed transaction serves the public interest, convenience, and necessity. The combination of Northgate's financial resources, integrated telecommunications capabilities, and enterprise SaaS platforms with Cascadia's extensive fiber-optic infrastructure in the Pacific Northwest will yield significant and tangible public interest benefits, including:
• Enhanced network capabilities and expanded capital investment in approximately 4,800 route miles of fiber infrastructure across Oregon, Washington, Idaho, and northern Nevada;
• Deployment of Northgate's proprietary NetOrchestra SaaS-based network management suite to Cascadia's enterprise and wholesale customers, promoting service innovation, network visibility, and operational efficiency;
• Preservation of competitive conditions, with no reduction in competition in any relevant market;
• Continuity of service to Cascadia's existing customers, including regional ISPs, hyperscale data center operators, municipal broadband programs, and enterprise accounts; and
• Continued and expanded support for broadband deployment in rural and underserved communities.
The proposed transaction raises no competitive, national security, or other public interest concerns that would warrant denial of the Application. Accordingly, the Applicants respectfully request that the Commission grant consent to the transfer of control on a streamlined and expedited basis, thereby enabling the timely closing of the transaction in accordance with the parties' Merger Agreement.
XIII. SIGNATURE BLOCKS AND VERIFICATION
On Behalf of Transferor: Cascadia Fiber Networks, Inc.
VERIFICATION
I, Derek Holmgren, hereby declare under penalty of perjury that I am the Chief Executive Officer and Co-Founder of Cascadia Fiber Networks, Inc.; that I am authorized to make this verification on behalf of Cascadia Fiber Networks, Inc.; that I have read the foregoing Application and the exhibits attached thereto; and that the statements of fact contained therein are true and correct to the best of my knowledge, information, and belief.
CASCADIA FIBER NETWORKS, INC.
By: ________
Name: Derek Holmgren
Title: Chief Executive Officer & Co-Founder