STATE PUBLIC UTILITY COMMISSION NOTIFICATION / APPLICATION LETTERS
FORMS FOR OREGON, WASHINGTON, IDAHO, AND NEVADA
Prepared by Calderwood & Harkness LLP C&H Matter No. 1022-00006 / Billing No. 78432.001
Prepared on Behalf of: Northgate Telecommunications PLC (Acquirer) and Cascadia Fiber Networks, Inc. (Target)
DOCUMENT OVERVIEW AND INSTRUCTIONS
Document Title: State Public Utility Commission Notification/Application Letters — Forms for Oregon, Washington, Idaho, and Nevada
Prepared by: Calderwood & Harkness LLP, 600 Lexington Avenue, 30th Floor, New York, NY 10022 (C&H Matter No. 1022-00006 / Billing No. 78432.001)
Prepared on behalf of: Northgate Telecommunications PLC ("Northgate" or "Acquirer") and Cascadia Fiber Networks, Inc. ("Cascadia" or "Target")
Purpose: This document contains template notification and application letters to be filed with each state public utility commission (or equivalent regulatory body) in the four states in which Cascadia Fiber Networks, Inc. holds public utility commission certifications or authorizations to provide telecommunications services — namely, Oregon, Washington, Idaho, and Nevada. Each letter is designed to seek approval of, or provide requisite notice regarding, the change of control of Cascadia resulting from the proposed forward merger transaction described herein, pursuant to which NTP Acquisition Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of Northgate, will merge with and into Cascadia, with Cascadia surviving the merger as a wholly owned subsidiary of Northgate Telecommunications PLC.
Filing Trigger: The merger of NTP Acquisition Sub, Inc. with and into Cascadia Fiber Networks, Inc. (with Cascadia surviving as a wholly owned subsidiary of Northgate Telecommunications PLC) constitutes a "change of control" (or, in certain jurisdictions, a "transfer of controlling interest" or "transfer of control") requiring prior approval from, or advance notification to, the public utility commissions or equivalent regulatory authorities in each of Oregon, Washington, Idaho, and Nevada. Under each state's regulatory framework, the consummation of the merger may not proceed — or, in the case of states requiring only notice, the change of control may not take effect — without the requisite regulatory clearance or the expiration of an applicable notice period.
Instructions for Use:
1. Completion of Bracketed Fields. Each letter is a template. Bracketed fields marked "[Insert ...]" must be completed with matter-specific or state-specific information prior to filing. This includes, without limitation, specific statutory citations, current filing office addresses, descriptions of state-specific operations and customer bases, filing fees, and any supplemental information required by the applicable commission's rules. Under no circumstances should any letter be filed with bracketed fields remaining.
2. Consultation with Target's Regulatory Counsel. Target's counsel, Whitmore, Kessler & Braun LLP (Aaron Whitmore, Regulatory Counsel, 1120 SW Quelston Street, Suite 800, Portland, OR 97205), should be consulted to confirm all state-specific procedural requirements, filing fees, mandatory exhibits, and any supplemental attachments that may be required by each state's commission. Mr. Whitmore has extensive experience with the regulatory frameworks in each of the four relevant jurisdictions and is familiar with the informal practices and expectations of each commission's staff.
3. Filing Timeline and Coordination. Letters should be filed as promptly as practicable following execution of the Agreement and Plan of Merger (target signing date: April 7, 2025). Filing should be coordinated with the overall regulatory approvals timeline set forth in the Regulatory Approvals Strategy Memorandum prepared by Howard Bellamy, Specialist Partner, Antitrust & Competition, Calderwood & Harkness LLP (the "Bellamy Memorandum"), which estimates a 90-to-150-day overall regulatory timeline. The outside date for the transaction is September 30, 2025, subject to a mutual 60-day extension to November 29, 2025, which may be exercised if regulatory approvals constitute the sole outstanding closing condition.
4. Coordination with Parallel Regulatory Filings. Each state PUC filing should be coordinated with the following parallel regulatory filings and submissions:
• Hart-Scott-Rodino Act Premerger Notification: Target filing date of approximately April 21, 2025, with a filing fee of $250,000 (based on the transaction value).
• FCC Transfer of Control Application: An application for consent to the transfer of control of Cascadia's international Section 214 authorization, with a target filing date of approximately April 28, 2025.
• CFIUS Voluntary Notice: A voluntary notice to the Committee on Foreign Investment in the United States in light of Northgate's United Kingdom domicile; the transaction has been assessed as low risk from a CFIUS perspective, but a voluntary notice is recommended as a matter of prudent practice.
5. Exhibits. The exhibits and attachments listed at the conclusion of each letter are illustrative and should be confirmed against each state commission's rules and filing requirements. Certain exhibits — including the executed copy of the Agreement and Plan of Merger — will not be available until after signing. Placeholder references should be finalized and exhibits assembled prior to filing.
6. Filing Method. The method of filing (electronic, hard copy, or both) varies by state commission. Please confirm the current filing method and any requirements for service copies with Aaron Whitmore prior to submission.
7. Docketing and Record Keeping. All filings and related correspondence should be docketed and maintained in the Calderwood & Harkness matter file (Matter No. 1022-00006). Copies of all filed materials and commission correspondence should be circulated to the full deal team, including Oliver Mackenzie, Howard Bellamy, Aaron Whitmore, Sandra Whitfield, and Liam Sutherland.
FORM A
OREGON PUBLIC UTILITY COMMISSION
APPLICATION FOR APPROVAL OF CHANGE OF CONTROL
CALDERWOOD & HARKNESS LLP 600 Lexington Avenue, 30th Floor New York, NY 10022 Telephone: [Insert] Facsimile: [Insert] www.calderwoodharkness.com
[Insert filing date]
Oregon Public Utility Commission [Insert current address of Oregon PUC filing office]
Re: Application for Approval of Change of Control of Cascadia Fiber Networks, Inc. — Proposed Acquisition by Northgate Telecommunications PLC
Dear Commissioners and Staff:
I. Introduction and Purpose
Calderwood & Harkness LLP, on behalf of Northgate Telecommunications PLC ("Northgate" or "Acquirer") and Cascadia Fiber Networks, Inc. ("Cascadia" or "Target," and together with Northgate, the "Applicants"), respectfully submits this application (the "Application") to the Oregon Public Utility Commission (the "Commission") for approval of a change of control of Cascadia Fiber Networks, Inc. pursuant to the applicable provisions of the Oregon Revised Statutes and the Oregon Administrative Rules.
Cascadia Fiber Networks, Inc. is a Delaware corporation headquartered at 2750 NW Thurman Street, Suite 400, Portland, Oregon 97210. Cascadia holds certification from the Commission to provide telecommunications services in the State of Oregon and has been providing such services to Oregon customers since 2012. Cascadia is a regional fiber-optic network infrastructure operator whose Oregon operations form a core part of its Pacific Northwest service footprint.
This Application is filed in connection with a proposed forward merger (the "Merger" or "Transaction") pursuant to which NTP Acquisition Sub, Inc. ("Merger Sub"), a Delaware corporation formed as a wholly owned subsidiary of Northgate solely for the purpose of effectuating the Merger, will merge with and into Cascadia, with Cascadia surviving the Merger as a wholly owned subsidiary of Northgate. The consummation of the Merger will result in a change of control of Cascadia within the meaning of [Insert specific Oregon Revised Statutes and Oregon Administrative Rules provisions governing change of control of telecommunications providers], thereby giving rise to the filing of this Application.
The Applicants are jointly represented in this matter by Calderwood & Harkness LLP (Oliver Mackenzie, Responsible Partner, and Howard Bellamy, Specialist Partner, Antitrust & Competition). Cascadia is additionally represented by its regulatory counsel, Whitmore, Kessler & Braun LLP (Aaron Whitmore, Regulatory Counsel, 1120 SW Quelston Street, Suite 800, Portland, Oregon 97205). This filing is submitted pursuant to [Insert specific Oregon Revised Statutes and Oregon Administrative Rules provisions governing change of control of telecommunications providers].
The Applicants respectfully request that the Commission approve the proposed change of control, and further request that the Commission process this Application on an expedited basis consistent with the Transaction timeline described herein.
II. Description of the Parties
A. Cascadia Fiber Networks, Inc. (Target). Cascadia Fiber Networks, Inc. is a corporation organized under the laws of the State of Delaware (Delaware File No. 5197843; Employer Identification Number: 45-6128937). Cascadia was founded in 2011 and maintains its principal offices and headquarters at 2750 NW Thurman Street, Suite 400, Portland, Oregon 97210. Oregon is the home state of Cascadia's operations and the location of its corporate headquarters and primary management team.
Cascadia is a regional fiber-optic network infrastructure operator that provides a comprehensive suite of fiber-based telecommunications services, including lit and dark fiber services, wavelength provisioning, Ethernet transport, and data center interconnection services. Cascadia's network spans approximately 4,800 route miles of high-count fiber-optic cable across the states of Oregon, Washington, Idaho, and northern Nevada, interconnecting major metropolitan areas, enterprise campuses, data center facilities, and rural communities throughout the Pacific Northwest and northern Great Basin region.
Cascadia employs approximately 620 individuals company-wide, including network engineers, field technicians, operations and customer support personnel, and corporate administrative staff. A significant number of Cascadia's employees are based in Oregon, reflecting the state's status as the company's home market and operational headquarters.
For the fiscal year ended December 31, 2024, Cascadia reported total revenue of approximately $187.4 million and earnings before interest, taxes, depreciation, and amortization ("EBITDA") of approximately $61.2 million. These results reflect the strength and stability of Cascadia's recurring-revenue business model, which is underpinned by long-term service agreements with a diverse base of wholesale, enterprise, and governmental customers.
Oregon-Specific Operations. In the State of Oregon, Cascadia operates [Insert description of Oregon route miles] route miles of fiber-optic cable serving [Insert description of customer base and geographic coverage in Oregon]. Cascadia provides lit and dark fiber services, wavelength provisioning, Ethernet transport, and data center interconnection to a diverse base of Oregon customers, including regional Internet service providers, hyperscale data center operators, municipal broadband programs, enterprise accounts, and governmental entities. Among Cascadia's Oregon customers of particular note is its participation in the Oregon Municipal Broadband Cooperative Agreement, through which Cascadia provides middle-mile fiber connectivity to participating municipalities. [Insert further description of Oregon route miles, customer base, and services provided in Oregon as necessary.]
Cascadia's key officers are as follows:
• Chief Executive Officer & Co-Founder: Derek Holmgren
• Chief Technology Officer & Co-Founder: Priya Ramachandran
• Chief Financial Officer: Tobias Engel
• General Counsel: Sandra Whitfield
Cascadia's current ownership structure is as follows:
Following the closing of the Merger, 100% of Cascadia's equity will be owned, directly or indirectly, by Northgate Telecommunications PLC.
B. Northgate Telecommunications PLC (Acquirer). Northgate Telecommunications PLC is a public limited company organized under the laws of England and Wales, with its principal offices and registered address at 14 Broadwick Place, London W1F 8HN, United Kingdom. Northgate's ordinary shares are listed and traded on the London Stock Exchange under the ticker symbol "NTP," and Northgate's American Depositary Receipts ("ADRs") are listed and traded on the New York Stock Exchange under the ticker symbol "NTPL."
Northgate is an integrated telecommunications services provider and enterprise software company. Northgate's core business encompasses the provision of telecommunications network infrastructure services across multiple geographies, complemented by the development and deployment of enterprise SaaS (Software-as-a-Service) platforms, including its flagship unified communications and network orchestration platform marketed under the brand name "NetOrchestra." The NetOrchestra platform provides enterprise and wholesale customers with a suite of cloud-based tools for network management, provisioning, monitoring, fault detection, and performance optimization.
For the fiscal year ended December 31, 2024, Northgate reported total revenue of approximately £3.82 billion (approximately $4.83 billion at current exchange rates), EBITDA of approximately £894 million (approximately $1.13 billion), and a market capitalization of approximately £6.1 billion (approximately $7.7 billion). Northgate is a well-capitalized, publicly traded corporation with significant financial resources and a strong balance sheet, and it has the financial capability and operational expertise to support and enhance Cascadia's ongoing operations in Oregon and the other states in which Cascadia operates.
Northgate's key officers are as follows:
• Chief Executive Officer: Sir Malcolm Trent, KBE
• Chief Financial Officer: Gemma Haverford
• General Counsel: Philippa Ashworth
• Vice President, Corporate Development: Liam Sutherland
Strategic Rationale for the Transaction. Northgate's acquisition of Cascadia is driven by a clear strategic rationale. Cascadia's approximately 4,800 route miles of high-quality fiber-optic network infrastructure in the Pacific Northwest and northern Great Basin region fill a significant gap in Northgate's North American middle-mile network, which currently extends across the eastern and central United States but lacks a meaningful Pacific Northwest presence. The acquisition of Cascadia will provide Northgate with a well-established fiber platform from which to serve enterprise and wholesale customers in the region, and will enable the deployment of Northgate's NetOrchestra SaaS-based network management suite to Cascadia's existing and prospective customer base. The combination of Cascadia's high-quality physical infrastructure with Northgate's software capabilities is expected to deliver meaningful benefits to customers in Oregon and the other states served by Cascadia.
C. NTP Acquisition Sub, Inc. (Merger Sub). NTP Acquisition Sub, Inc. is a corporation organized under the laws of the State of Delaware (Delaware File No. 7301524; Employer Identification Number: 93-2587401). NTP Acquisition Sub, Inc. was incorporated on February 21, 2025, as a wholly owned subsidiary of Northgate Telecommunications PLC, formed solely and exclusively for the purpose of effectuating the forward merger contemplated by the Agreement and Plan of Merger. NTP Acquisition Sub, Inc. has no independent operations, assets, employees, or business purpose other than to serve as the transitory merger vehicle in the Transaction. The sole director of NTP Acquisition Sub, Inc. is Liam Sutherland, Vice President, Corporate Development of Northgate. NTP Acquisition Sub, Inc.'s registered agent in Delaware is Corporation Trust Associates, 1209 Orange Street, Wilmington, Delaware 19801. Upon consummation of the Merger, NTP Acquisition Sub, Inc. will cease to exist, having been merged with and into Cascadia Fiber Networks, Inc.
III. Description of the Transaction
The Transaction is structured as a forward merger under Section 251 of the Delaware General Corporation Law ("DGCL"). Pursuant to the Agreement and Plan of Merger by and among Northgate Telecommunications PLC, NTP Acquisition Sub, Inc., and Cascadia Fiber Networks, Inc. (the "Merger Agreement"), NTP Acquisition Sub, Inc. will merge with and into Cascadia Fiber Networks, Inc., with Cascadia surviving the Merger as a wholly owned subsidiary of Northgate Telecommunications PLC. Following the effective time of the Merger, Cascadia will continue as a going concern under its existing legal name, maintaining its existing corporate identity, PUC certifications, contractual relationships, and operational infrastructure.
The aggregate merger consideration to be paid by Northgate in connection with the Transaction is $750,000,000, payable entirely in cash. No stock or other non-cash consideration will be issued in connection with the Merger. The aggregate consideration implies a per-share price of approximately $15.79, based on approximately 47,500,000 fully diluted shares of Cascadia common stock outstanding (inclusive of all vested and unvested options, restricted stock units, and other equity-based awards, on a treasury-method basis).
The Transaction is being financed through a combination of (a) a $500 million senior secured credit facility arranged by Pinnacle Atlantic Bank, N.A. (as administrative agent and lead arranger), consisting of a $300 million Term Loan A facility and a $200 million Revolving Credit Facility, and (b) $250 million in cash on hand from Northgate's existing cash reserves. The commitment letter for the senior secured credit facility has been fully executed, and Northgate has confirmed the availability of the cash-on-hand component. Northgate has the financial resources necessary to consummate the Transaction and to support Cascadia's ongoing operations.
Approval of the Merger by the stockholders of Cascadia Fiber Networks, Inc. is required under DGCL Section 251(c), which requires the affirmative vote of a majority of the outstanding shares of Cascadia common stock. In connection with the negotiation of the Merger Agreement, Northgate obtained voting support agreements from 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), pursuant to which each of those stockholders has agreed to vote all of its shares in favor of the Merger. The voting support agreements represent, in the aggregate, approximately 60.1% of Cascadia's outstanding shares, which exceeds the majority threshold required for stockholder approval under the DGCL. Accordingly, stockholder approval of the Merger is assured.
The key dates and milestones of the Transaction are as follows:
• Letter of Intent: Executed February 14, 2025
• Merger Sub Incorporation: February 21, 2025
• Target Signing Date (Execution of Merger Agreement): April 7, 2025
• Estimated Closing Date: August 2025
• Outside Date: September 30, 2025 (extendable to November 29, 2025 if regulatory approvals are the sole outstanding closing condition)
Post-Closing Operations. Following the closing of the Merger, Cascadia will continue to operate as a going concern and surviving entity, functioning as a wholly owned subsidiary of Northgate Telecommunications PLC. The Applicants do not currently plan any changes to Cascadia's Oregon operations, customer service arrangements, service quality commitments, or regulatory compliance practices as a result of the Transaction. Cascadia's existing management team will remain in place and will continue to oversee day-to-day operations. Over time, Northgate intends to deploy its NetOrchestra platform across Cascadia's network, enhancing the network management, provisioning, and monitoring capabilities available to Cascadia's Oregon customers, but this technology deployment is expected to supplement — not replace — Cascadia's existing operational capabilities.
IV. Impact on Oregon Operations and Customers
The Applicants represent and affirm that the proposed change of control will not result in any degradation of service quality, rates, or availability to Cascadia's customers in the State of Oregon. To the contrary, the Transaction is expected to benefit Oregon customers by combining Cascadia's high-quality regional fiber-optic network infrastructure with Northgate's substantial financial resources, global operational expertise, and advanced technology platform.
Financial Resources and Investment Commitment. Northgate is a well-capitalized, publicly traded company with annual revenues in excess of $4.8 billion and a market capitalization of approximately $7.7 billion. Northgate has both the financial resources and the operational commitment to maintain and expand Cascadia's Oregon fiber network. Northgate's long-term investment strategy emphasizes the expansion of fiber-optic network infrastructure, and the acquisition of Cascadia represents a cornerstone of Northgate's strategy for the North American market. Northgate is committed to making continued capital investments in Cascadia's Oregon network to support growing customer demand and to maintain the highest standards of network reliability and performance.
Continuity of Management and Workforce. The Applicants affirm that no reductions in Cascadia's Oregon-based workforce are planned in connection with or as a result of the Transaction. Cascadia's existing management team — including CEO and Co-Founder Derek Holmgren and CTO and Co-Founder Priya Ramachandran — will remain in their current roles and will continue to direct the company's operations. Oregon-based employees will continue to serve in their existing capacities, and Cascadia's headquarters will remain in Portland, Oregon.
Continued Regulatory Compliance. Following the closing of the Merger, Cascadia will continue to comply with all applicable rules, regulations, orders, and tariffs of the Oregon Public Utility Commission. The Transaction will not result in any change to the terms or conditions of service currently provided by Cascadia to its Oregon customers, nor will it affect Cascadia's obligations under its existing Oregon PUC certification.
Strategic Benefits. The Transaction is expected to deliver tangible benefits to Oregon customers through the deployment of Northgate's NetOrchestra platform, a cloud-based network orchestration and management suite that provides advanced tools for network provisioning, real-time monitoring, fault detection, and performance optimization. The NetOrchestra platform will enhance the visibility, reliability, and efficiency of Cascadia's Oregon network operations, enabling faster service provisioning, more proactive maintenance, and improved customer support.
[Insert any Oregon-specific service quality commitments or conditions the Oregon PUC may require.]
V. Regulatory Approvals and Parallel Filings
In addition to this Application to the Oregon Public Utility Commission, the Applicants are seeking or will seek the following regulatory approvals and clearances in connection with the Transaction:
1. Hart-Scott-Rodino Act Premerger Notification. Premerger notification filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), will be submitted by both Northgate and Cascadia to the Federal Trade Commission and the Antitrust Division of the United States Department of Justice. The target filing date for the HSR notification is approximately April 21, 2025. The applicable filing fee is $250,000, based on the aggregate transaction value.
2. FCC Transfer of Control Application. An application for consent to the transfer of control of Cascadia's international Section 214 authorization will be filed with the Federal Communications Commission (the "FCC"). The target filing date for the FCC application is approximately April 28, 2025.
3. CFIUS Voluntary Notice. In light of Northgate's domicile in the United Kingdom, the Applicants intend to submit a voluntary notice to the Committee on Foreign Investment in the United States ("CFIUS") pursuant to Section 721 of the Defense Production Act of 1950, as amended. The Applicants have assessed the CFIUS risk associated with the Transaction as low, given the nature of Cascadia's business and the close security relationship between the United States and the United Kingdom, but are filing a voluntary notice as a matter of prudent regulatory practice.
4. Washington Utilities and Transportation Commission. A parallel application for approval of the change of control will be filed with the Washington Utilities and Transportation Commission ("Washington UTC") in connection with Cascadia's Washington state telecommunications certifications.
5. Idaho Public Utilities Commission. A parallel application for approval of the change of control will be filed with the Idaho Public Utilities Commission ("Idaho PUC") in connection with Cascadia's Idaho state PUC certification for telecommunications services.
6. Public Utilities Commission of Nevada. A parallel application for approval of the change of control will be filed with the Public Utilities Commission of Nevada ("Nevada PUC") in connection with Cascadia's Nevada state PUC certification for telecommunications services (serving northern Nevada).
The Applicants will promptly advise the Commission of the status of each of the foregoing regulatory proceedings as they progress.
VI. Requested Relief
Based on the foregoing, the Applicants respectfully request that the Oregon Public Utility Commission:
1. Approve the proposed change of control of Cascadia Fiber Networks, Inc. resulting from the merger of NTP Acquisition Sub, Inc. with and into Cascadia Fiber Networks, Inc., with Cascadia surviving as a wholly owned subsidiary of Northgate Telecommunications PLC;
2. Grant such approval on an expedited basis, to the extent available under the Commission's rules and procedures, in light of the Transaction timeline and the outside date of September 30, 2025 (as may be extended to November 29, 2025); and
3. Grant such other and further relief as the Commission deems just, reasonable, and appropriate.
The Applicants stand ready to provide any supplemental information or documentation that the Commission or its staff may request in connection with the review of this Application. The Applicants are also willing to appear before the Commission for a hearing or informal conference, if the Commission determines that such a proceeding would be useful in evaluating the Application.
VII. Contact Information for Communications
All communications, correspondence, information requests, and service of process related to this Application should be directed to the following:
Acquirer's Counsel:
Oliver Mackenzie, Responsible Partner Howard Bellamy, Specialist Partner, Antitrust & Competition Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022 Telephone: [Insert]
Email: [Insert]
Target's Regulatory Counsel:
Aaron Whitmore, Regulatory Counsel Whitmore, Kessler & Braun LLP 1120 SW Quelston Street, Suite 800 Portland, OR 97205 Telephone: [Insert]
Email: [Insert]
Cascadia Fiber Networks, Inc.:
Sandra Whitfield, General Counsel Cascadia Fiber Networks, Inc. 2750 NW Thurman Street, Suite 400 Portland, OR 97210 Telephone: [Insert]
Email: [Insert]
VIII. Exhibits and Attachments
The following exhibits and attachments are submitted herewith (or, where indicated, will be supplemented following execution of the Merger Agreement):
Exhibit A: Executed copy of the Agreement and Plan of Merger by and among Northgate Telecommunications PLC, NTP Acquisition Sub, Inc., and Cascadia Fiber Networks, Inc. [To be attached following execution; target signing date April 7, 2025]
Exhibit B: Cascadia Fiber Networks, Inc.'s current Oregon PUC certificate/authorization for the provision of telecommunications services in the State of Oregon. [Insert]
Exhibit C: Organizational charts depicting the ownership structure of Cascadia Fiber Networks, Inc. and its affiliates both before and after the closing of the Merger. [Insert]
Exhibit D: Corporate overview and most recent annual report of Northgate Telecommunications PLC, including financial statements for the fiscal year ended December 31, 2024. [Insert]
Exhibit E: Cascadia Fiber Networks, Inc.'s most recent Oregon-specific financial and operational data, including revenue, customer counts, route miles, and service descriptions for its Oregon operations. [Insert]
Exhibit F: Verification and/or affidavit of an authorized officer of each Applicant, attesting to the accuracy and completeness of the information provided in this Application. [Insert]
[Insert any additional exhibits required by Oregon PUC rules, including but not limited to copies of any tariffs, service agreements, or other documents that the Commission may require in connection with the review of a change of control application.]
IX. Signature. The undersigned, duly authorized to act on behalf of the Applicants, hereby submits this Application to the Oregon Public Utility Commission and attests that the statements and representations contained herein are true, complete, and accurate to the best of the undersigned's knowledge, information, and belief.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Name: [Insert authorized signatory]
Title: [Insert title]
Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022 Telephone: [Insert]
Email: [Insert]
Counsel for Northgate Telecommunications PLC and Cascadia Fiber Networks, Inc.
FORM B
WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION
APPLICATION FOR APPROVAL OF CHANGE OF CONTROL / TRANSFER OF CONTROL
CALDERWOOD & HARKNESS LLP 600 Lexington Avenue, 30th Floor New York, NY 10022 Telephone: [Insert] Facsimile: [Insert] www.calderwoodharkness.com
[Insert filing date]
Washington Utilities and Transportation Commission [Insert current address of Washington UTC filing office]
Re: Application for Approval of Change of Control / Transfer of Control of Cascadia Fiber Networks, Inc. — Proposed Acquisition by Northgate Telecommunications PLC
Dear Commissioners and Staff:
I. Introduction and Purpose
Calderwood & Harkness LLP, on behalf of Northgate Telecommunications PLC ("Northgate" or "Acquirer") and Cascadia Fiber Networks, Inc. ("Cascadia" or "Target," and together with Northgate, the "Applicants"), respectfully submits this application (the "Application") to the Washington Utilities and Transportation Commission (the "Commission" or "UTC") for approval of a change of control and/or transfer of control of Cascadia Fiber Networks, Inc. pursuant to the applicable provisions of the Revised Code of Washington and the Washington Administrative Code.
Cascadia Fiber Networks, Inc. is a Delaware corporation headquartered at 2750 NW Thurman Street, Suite 400, Portland, Oregon 97210. Cascadia holds certifications and/or registrations from the Commission to provide telecommunications services in the State of Washington and has been providing such services to Washington customers as part of its Pacific Northwest fiber-optic network operations. Cascadia maintains significant network infrastructure and customer relationships in the State of Washington, and its Washington operations constitute an important component of its overall business.
This Application is filed in connection with a proposed forward merger (the "Merger" or "Transaction") pursuant to which NTP Acquisition Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of Northgate formed solely for the purpose of effectuating the Merger, will merge with and into Cascadia, with Cascadia surviving as a wholly owned subsidiary of Northgate. The consummation of the Merger will result in a change of control of Cascadia within the meaning of [Insert specific RCW and WAC provisions governing telecommunications utility change of control], thereby giving rise to the filing of this Application.
The Applicants are jointly represented by Calderwood & Harkness LLP (Oliver Mackenzie, Responsible Partner, and Howard Bellamy, Specialist Partner, Antitrust & Competition). Cascadia is additionally represented by its regulatory counsel, Whitmore, Kessler & Braun LLP (Aaron Whitmore, Regulatory Counsel, 1120 SW Quelston Street, Suite 800, Portland, Oregon 97205). This filing is submitted pursuant to [Insert specific RCW and WAC provisions governing telecommunications utility change of control].
The Applicants respectfully request that the Commission approve the proposed change of control / transfer of control, and further request that the Commission process this Application on an expedited basis consistent with the Transaction timeline described herein.
II. Description of the Parties
A. Cascadia Fiber Networks, Inc. (Target). Cascadia Fiber Networks, Inc. is a corporation organized under the laws of the State of Delaware (Delaware File No. 5197843; Employer Identification Number: 45-6128937). Cascadia was founded in 2011 and maintains its principal offices and headquarters at 2750 NW Thurman Street, Suite 400, Portland, Oregon 97210.
Cascadia is a regional fiber-optic network infrastructure operator that provides lit and dark fiber services, wavelength provisioning, Ethernet transport, and data center interconnection services. Cascadia's network spans approximately 4,800 route miles of high-count fiber-optic cable across the states of Oregon, Washington, Idaho, and northern Nevada. Cascadia employs approximately 620 individuals company-wide, including personnel located in the State of Washington.
For the fiscal year ended December 31, 2024, Cascadia reported total revenue of approximately $187.4 million and EBITDA of approximately $61.2 million.
Washington-Specific Operations. In the State of Washington, Cascadia operates [Insert description of Washington route miles] route miles of fiber-optic cable, providing lit and dark fiber services, wavelength provisioning, Ethernet transport, and data center interconnection services to [Insert description of customer base and geographic coverage in Washington]. Cascadia's Washington network serves a diverse base of customers, including [Insert Washington-specific customers and contracts, including any contracts with governmental entities, educational institutions, data center operators, ISPs, or other significant customers in Washington].
Cascadia's current ownership structure is as set forth in Form A of these filings and summarized in the Transaction Summary Fact Sheet attached hereto.
Cascadia's key officers are Derek Holmgren (CEO & Co-Founder), Priya Ramachandran (CTO & Co-Founder), Tobias Engel (CFO), and Sandra Whitfield (General Counsel).
B. Northgate Telecommunications PLC (Acquirer). Northgate Telecommunications PLC is a public limited company organized under the laws of England and Wales, with its principal offices at 14 Broadwick Place, London W1F 8HN, United Kingdom. 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 is an integrated telecommunications services provider and enterprise software company, with annual revenue of approximately £3.82 billion (approximately $4.83 billion) for fiscal year 2024, EBITDA of approximately £894 million (approximately $1.13 billion), and a market capitalization of approximately £6.1 billion (approximately $7.7 billion). Northgate's business encompasses telecommunications network infrastructure services, unified communications, and its flagship NetOrchestra SaaS-based network orchestration platform.
Northgate's key officers are Sir Malcolm Trent, KBE (CEO), Gemma Haverford (CFO), Philippa Ashworth (General Counsel), and Liam Sutherland (VP, Corporate Development).
The strategic rationale for the Transaction is as set forth in Form A. In brief, Cascadia's Pacific Northwest fiber footprint fills a significant gap in Northgate's North American middle-mile network and provides a platform for deploying Northgate's NetOrchestra SaaS-based network management suite to Cascadia's enterprise and wholesale customers, including those in the State of Washington.
C. NTP Acquisition Sub, Inc. (Merger Sub). NTP Acquisition Sub, Inc. is a Delaware corporation (Delaware File No. 7301524; EIN: 93-2587401) incorporated on February 21, 2025, as a wholly owned subsidiary of Northgate, formed solely to effect the forward merger. Its sole director is Liam Sutherland. Its registered agent is Corporation Trust Associates, 1209 Orange Street, Wilmington, Delaware 19801. NTP Acquisition Sub, Inc. will cease to exist upon consummation of the Merger.
III. Description of the Transaction
The Transaction is structured as a forward merger under Section 251 of the Delaware General Corporation Law. Pursuant to the Merger Agreement, NTP Acquisition Sub, Inc. will merge with and into Cascadia Fiber Networks, Inc., with Cascadia surviving as a wholly owned subsidiary of Northgate. The aggregate merger consideration is $750,000,000, payable entirely in cash, implying a per-share price of approximately $15.79 based on approximately 47,500,000 fully diluted shares.
The Transaction is being financed through a $500 million senior secured credit facility (Pinnacle Atlantic Bank, N.A. as administrative agent and lead arranger; $300 million Term Loan A and $200 million Revolving Credit Facility) and $250 million in Northgate cash on hand.
Stockholder approval is required under DGCL Section 251(c). Voting support agreements from Timberline Growth Partners, LP (42.3%) and Ridgecrest Venture Fund III, LP (17.8%), representing approximately 60.1% of Cascadia's outstanding shares, assure the requisite majority vote.
Key transaction dates: Letter of Intent executed February 14, 2025; Merger Sub incorporated February 21, 2025; target signing date April 7, 2025; estimated closing August 2025; outside date September 30, 2025 (extendable to November 29, 2025 if regulatory approvals are the sole outstanding closing condition).
Post-closing, Cascadia will continue to operate as a going concern and surviving entity, wholly owned by Northgate. No changes to Cascadia's Washington operations, customer service, or regulatory compliance are currently planned.
IV. Impact on Washington Operations and Customers
The Applicants represent and affirm that the proposed Transaction will not adversely affect Cascadia's customers in the State of Washington. The change of control will not result in any degradation of service quality, rates, or availability to Washington customers.
Financial Capability and Commitment. Northgate possesses the financial resources and operational commitment to maintain and expand Cascadia's Washington operations. As a publicly traded company with annual revenues in excess of $4.8 billion and a strong balance sheet, Northgate is well-positioned to make continued capital investments in Cascadia's Washington network infrastructure.
Continuity of Operations and Workforce. Cascadia's existing management team will remain in place following the closing of the Merger. No reductions in Washington-based employees are planned in connection with the Transaction. Cascadia will continue to provide the same services to the same customers on the same terms and conditions as prior to the Merger.
Continued Regulatory Compliance. Cascadia will continue to comply with all applicable rules, regulations, orders, and tariffs of the Washington Utilities and Transportation Commission. The Transaction will not affect Cascadia's obligations under its existing Washington certifications or registrations.
Strategic Benefits. Washington customers will benefit from the deployment of Northgate's NetOrchestra platform, which provides advanced network management, provisioning, real-time monitoring, and fault detection capabilities. The integration of NetOrchestra into Cascadia's Washington operations is expected to enhance service reliability and responsiveness.
[Insert any Washington-specific service quality commitments or conditions the Washington UTC may require.]
V. Regulatory Approvals and Parallel Filings
In addition to this Application to the Washington Utilities and Transportation Commission, the Applicants are seeking or will seek the following regulatory approvals and clearances:
1. Hart-Scott-Rodino Act Premerger Notification — target filing date approximately April 21, 2025 (filing fee: $250,000).
2. FCC Transfer of Control Application — target filing date approximately April 28, 2025.
3. CFIUS Voluntary Notice — voluntary filing in light of Northgate's UK domicile; low risk assessment.
4. Oregon Public Utility Commission — parallel application for change of control approval.
5. Idaho Public Utilities Commission — parallel application for change of control approval.
6. Public Utilities Commission of Nevada — parallel application for change of control approval.
The Applicants will promptly advise the Commission of the status of each of the foregoing regulatory proceedings.
VI. Requested Relief
The Applicants respectfully request that the Washington Utilities and Transportation Commission:
1. Approve the proposed change of control / transfer of control of Cascadia Fiber Networks, Inc. resulting from the Merger;
2. Grant such approval on an expedited basis consistent with the Transaction timeline and the outside date; and
3. Grant such other and further relief as the Commission deems appropriate.
The Applicants stand ready to provide supplemental information or appear before the Commission as may be requested.
VII. Contact Information for Communications
All communications and correspondence related to this Application should be directed to:
Acquirer's Counsel:
Oliver Mackenzie, Responsible Partner Howard Bellamy, Specialist Partner, Antitrust & Competition Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022 Telephone: [Insert]
Email: [Insert]
Target's Regulatory Counsel:
Aaron Whitmore, Regulatory Counsel Whitmore, Kessler & Braun LLP 1120 SW Quelston Street, Suite 800 Portland, OR 97205 Telephone: [Insert]
Email: [Insert]
Cascadia Fiber Networks, Inc.:
Sandra Whitfield, General Counsel Cascadia Fiber Networks, Inc. 2750 NW Thurman Street, Suite 400 Portland, OR 97210 Telephone: [Insert]
Email: [Insert]
VIII. Exhibits and Attachments
Exhibit A: Executed copy of the Agreement and Plan of Merger. [To be attached following execution; target signing date April 7, 2025]
Exhibit B: Cascadia Fiber Networks, Inc.'s current Washington UTC certificate/authorization for the provision of telecommunications services in the State of Washington. [Insert]
Exhibit C: Organizational charts depicting the ownership structure of Cascadia Fiber Networks, Inc. before and after the closing of the Merger. [Insert]
Exhibit D: Corporate overview and most recent annual report of Northgate Telecommunications PLC. [Insert]
Exhibit E: Cascadia Fiber Networks, Inc.'s most recent Washington-specific financial and operational data. [Insert]
Exhibit F: Verification and/or affidavit of an authorized officer of each Applicant. [Insert]
[Insert any additional exhibits required by Washington UTC rules, including any required tariff information, service agreements, or other documents that the Commission may require in connection with the review of a change of control / transfer of control application.]
IX. Signature. Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Name: [Insert authorized signatory]
Title: [Insert title]
Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022 Telephone: [Insert]