Exhibit A

0061-EX-TU-2018 Applicant Eligibility

ESPN Productions, Inc.

2018-11-16ELS_219894

FCC Form 703
Exhibit A
Description of Transaction / Public Interest Statement

This application seeks Commission consent to the pro forma transfer of control of

The Walt Disney Company (“TWDC”) and all of its direct and indirect licensee subsidiaries to

TWDC Holdco 613 Corp., 1 a Delaware corporation (“Holdco 613”) which today is a wholly

owned subsidiary of TWDC. 2 The application is being filed in furtherance of an internal

restructuring (the “Restructuring”) being undertaken to achieve certain tax efficiencies. 3 Upon

consummation of the Restructuring, TWDC will become a direct, wholly-owned subsidiary of

Holdco 613. 4 The Restructuring will not result in any changes in the business, management,

operations or assets of TWDC or any of its licensee subsidiaries.

The Restructuring will be effectuated by the merger of WDC Merger

Enterprises I, Inc., a direct, wholly owned subsidiary of Holdco 613, into TWDC. TWDC will

be the surviving corporation in the merger and, pursuant to the merger, TWDC will become a

direct, wholly owned subsidiary of Holdco 613. Holdco 613 will hold, through TWDC and its

subsidiaries, all of the operating assets currently held by TWDC. There will be no changes in the

1
TWDC is filing applications on FCC Forms 316, 603, 703 and 312 seeking Commission consent to the
transfer of control of broadcast radio station licenses, wireless telecommunications licenses, experimental licenses
and earth station licenses, respectively, held by these or other direct and indirect subsidiaries. The applicants
respectfully request that the applications be processed and approved concurrently in order to facilitate
consummation of the Transaction.
2
As depicted in Attachment A, Holdco 613 does not currently own or control any entity that holds an FCC
license.
3
These tax efficiencies will arise in connection with TWDC’s planned acquisition of certain businesses and
assets of Twenty-First Century Fox, Inc. (“21CF”) (the “Fox Transaction”), which is not before the Commission
because it will not involve any substantial change in control or assignment of any FCC licenses.
4
Upon consummation of the pro forma transaction described herein, (1) TWDC Holdco 613 Corp. will be
renamed The Walt Disney Company, and (2) its wholly owned subsidiary, which currently is known as The Walt
Disney Company, will be renamed to a name to be determined.

DC: 6908980-1

The Walt Disney Company
FCC Form 703
November 2018
Page 2

ownership of any of TWDC’s direct or indirect subsidiaries. Accordingly the proposed

transaction is considered to be pro forma. See 47 C.F.R. § 73.3540(f)(4) (corporate

reorganization without substantial change of control) and (5) (transfer of control from a

corporation to a wholly owned subsidiary thereof or vice versa).

Holders of shares of common stock of TWDC will receive, on a one-for-one

basis, shares of common stock of Holdco 613. Immediately following consummation of the

Restructuring, all of the attributable interests in Holdco 613 will be held by the same persons

who held attributable interests in TWDC prior to the Restructuring. 5 No change in the operation

or use of the experimental authorization will occur as a result of the grant of this pro forma

transfer of control. Accordingly, the public interest would be served by prompt consent to the

application.

5
Following consummation of the Restructuring, as part of the consideration for the Fox Transaction,
individual shareholders of 21CF will be entitled to receive shares of common stock of Holdco 613 or cash. No
21CF shareholder will have an attributable interest in Holdco 613.

Attachment A

DC: 6908980-1

THE WALT DISNEY COMPANY

TWDC HOLDCO 613 CORP. DISNEY ENTERPRISES, INC.

Operating subsidiaries (including FCC
licensees that hold earth station
authorizations)

Attachment B

DC: 6908980-1

TWDC HOLDCO 613 CORP.
(to be renamed
“THE WALT DISNEY COMPANY”)

THE WALT DISNEY COMPANY
(to be renamed, new name TBD)

DISNEY ENTERPRISES, INC.

Operating subsidiaries (including FCC licensees
that hold earth station authorizations)

Document Created: 2018-11-16 16:42:13
Document Modified: 2018-11-16 16:42:13

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