Attachment 2019_02_01_14_50_44.

2019_02_01_14_50_44.

APPLICATION

New Application

2018-11-28

This document pretains to 325-NEW-20181128-00004 for New Application on a Permit to Foreign Broadcast filing.

IBFS_325NEW2018112800004_1616694

FOR COMMISSION USE ONLY File No, United States of America Federal Communications Commission Washington, D.C. 20SS4 APPLICATION FOR PERMIT TO DELIVER PROGRAMS TO FOREIGN BROADCAST STATIONS (Carefully read instructions before filing out Form-RETURN ONLY FORM TO FCO) 1. Name of Applicant Street Address or P.O. Eon City State Zip Code Telephone No. Local Media San Oiego, LLC (include area code) E1EO Comemlone Ct. E Suite 150 (E58) EtE-70a0 San Diego, CAE2121-3720 2. Name and address to whom communication should be sent if different fmm item 1. Name Street Address or P.O. Boa City State Zip Coda Telephone No. Tom W. Oevldson (Include area code) Akin Oump Straus Hauer & Feld, LLP (202) Et7401 1 1333 New Hampshire Ave. NW Washington, DC 2003E 3. Legal identity of applicant: (only check one boa) C individual C Partnership C Corporation U Oovemment Entity U Other If of her specify: Limited Uahility Company 4. Application is fan U New Authorization C Extension ot Existing Authority 5. It applicant is an individual, is applicant a citizen 01 me United States? UINIA U YtS U NI) B. If applicant in a partnership, era eli partners citizens of the United States: 0/N/A C YES U HO 7. If applicant is e corporation: 0/N/A a. Under lawn of what state won ft organized: b. ts more than one-fifth of the capital stock of the corporation owned of record or may it be voted by aliens or their representatives or by a foreign govemment or representative thereof, or by any corporation organized under the lawn of a foreign country? U YES U NO c. is any officer or director of the corporation an alien? U YES U NO If the answer is Yes, give the following for each: Name Nationality Position

d. Is applicant directly or indirectly controlled by any other corporation? U YES U NO lithe enewer is Yes, give the followtng for the controlling corporation Neme Address State In which organIzed e. Is more than one-fosrth of the capital stock of the controlling corporation either owned of record, or may it be voted by aliens, their representatives, or by a foroign government or rapresentative thereof, or by any corporation organized sndar the laws of a foreign coantry? U YES DNa I. Is any officer or more than ona-tosrth of the directors of the corporation an alien? U YES DNa lithe answer is Yes, give the name, nationality and position of each and give tho total somber of directors of the corporation. Name Natlosaltty PosItion Number of Directors g. Is the abosa-describad controlling corporation in torn a ssbsidiary? U YES U No It the answer is Yes, attach as Eshibit No. additional Intormation answartng the holdiog company qsastions is this paragraph for each company, including the organization having clttmste control. 8. a. If the applicant is an unincorporated association, give the following: DIN/A Total number of members Nambar of Atlas Members (If any) b. State the following for alien officers or directors (if any): Name Natlonetity PositIon FCC 308 (Page 2) Month/Year

9. a. What Is applicant’s prIncipal business? Broadcasting b. Does applicant or any party to thts application have any Interent In, or connection with, any AM, FM, or TV broadcast station (either domestic or foreign), or any application pending before the Commission? YBS UNO If the answer Is Yes, attach Exhibit No. giving full patticutam. See Exhibit I 10. to applicant a representative of an alien or of a foreign govemment? U YES U NO If the answer Is Yes, enplaln. 11. a. Has any radio slabs authorization prevIously Issued to the applicant or party to this application been revoked, either by the Commission or by any court? U YES U NO b. Has any previous application by the applicant or party to this application been denied by the Commission or by a predecessor agency? C YES U NO If the answer to (a ) and/or (b) is Yes, explain: 12. a Has applicant or any party to this application been found guilty of any felony by any court? C YBS UNO b. Has applicant or any party to this application been finally adjudged guilty by a federal court ot the ablation ot the awe of the United States relating to unlawful monopoly, restraint of trade, and or unfair methods of compehhon? U YES U NO If the answer to (a ) and or (b) is Yes, explain. FCC 308 (Page 3) Monlhflear

13. a. Address of studio or other piece et which progrems will odginete: 6160 Cornerstone Court, Suite 150, Sen Diego, CA 92121 b. Telephone contect number (658) 888-7000 c. Email eddmss: nmckee@lmenundiegn.com 14. Stete ownership of originating facilities See Exhibit I 15. e. Describe the means whereby programs will be delivered to foreign station(s), including the semen of any interconnecting common carriers. Programming to be deilvererod by mneos of fiber optic trensmission lines, with beckup using traditional telephone linen end!or 4G cellular transmissions, if necessary. Means of Transmissions include but are not limited lathe following: O Dedicated Wimline O Internet (IP) O Public Switched Telephone Network (PSTN) 0 Private Microwave 0 Private Radio (remote pickup) O Common Carrier Microwave O Common Carder Radio O Satellite O Dr cumbinetlon of methods b. LIst all cell signs of private tronomitters to the United States : Call Sign Company Name Form 308 (Page 4) Monthflear

16. Coordinated foreign station to which programs will be provided: See Exhibit I Cailsign: City: State: U AM Station Frequency (kHz): Qttsllrntt Nighttime Coordinates: NL NL WL • WL Operating power U FM Station: Frequency: Channel: Ctasa: Mode of operation: Oirectionat/Non-directtonat Maximum Effective Radiated Power (kW): Coordinates NL WL Antenna Height Above Average Terrain (HAAT): Antenna Radiatinn Center Above Mean Sea Level (RCAMSL): Q TV Station: Channel: Mode of operation: OirectionatiNoe-dlrecflonal Maximum Effective Radiated Power (kW): Coordinates NL Wi. Antenna Height Above Average Terrain (HAAT): Antenna Radiatien Center Above Meen Sea Level (RCAMSL):

17. Attach as Exhibit No________ a full eaptanation of the tegal retationship between the applicant and foreign station(s) involved, including a copy of contract (if any) with foreign station(s). See Exhibit I 18. a. Attach as Exhibit No_________ a statement as to whether program deliveries are to be intermittent or regulady scheduled and the average nuwber of hours, per day week and or month during which the foreign station(s) involved will broadcast See Exhibit I b. Attach as Exhibit No_________ a detailed description of the nature and character of the programming pmposed and the language to be employed. See Exhibit I jg Anti-Drug Abusa Act Ceñifioatlen. Asslgnee!transferee certifies that neither assignee nor any party to the application is subject to denial of federal benefits pursuant to Section 5301 of the Mb-Drug Abuse Act of 1688, 21 U.S.C. Section 862. 20. Equal Empleyment Oppertuntty (EEO). If the applicant proposes to ampley five or wore full-time employees, applicant certifies that it is filing simultaneously with this applicant a Model EEO Pmgram Report on FCC Form 356-A.

17. Attach as EthJbh No a fiAt enptanafiei of the legal relebonship between the applicant and foreign station(s) Involved, including a copy of contract (if any) n.tth foreign stobon(s). See Sithitit It. a Attach as Exhibit No_____ a statement ax to whether program deliveries sue to be toteemittont or regutady scheduled and the average center of beam, per day week and or month dozing which the fomign station(s) Involved will taoadcaxt See Sobitot I b. Attach as ththibbNo_____ a detaIled danaipfion of the nature end charaderof the frogmmtobig proposed and the langoagoto be employed, See Exhibit I 18. Anti-Drug Abuse Act Certification. Assigneedransfenee certifies that neither assignee nor any panty to the epplicahon Is subject to dentat of toderat benefith prnuantto Section 5301 of the Anti-Drug Abuse Mel 1008, 21 U.S.C. Section 802. 20. Eqoel Employment Cpportanhy (ESOL If the applicant propoaea to employ five or term hAl-type employees, appicant certifies that his Slog eimottaneoosiy with ffx epplicant a Model SOD Program Report on FCC Form 30-A. CERTIFI GAllON The APPUCANT aclmowtedges that afl etatemerto contaIned hr tAx application and attached entifbde are marenel repeseritatons, end thattbe e%oblxtrmmg apt of this eppltoeton end Incorporated herein as it set out to hAl to the application. The areteratgned carfifies thatthe atalemente contained to this ajrplicabch are bee, domplete and correct tote best othisther browledge and belief end sue madeto good beth. Signed end dated this 28th day ef November. 2018. Local MedtaSan Diego, LW By flt44.vw.— £ Q4eseefAfl tmret.nl IWLLFUL FALSE STATEMENTS ACE CHIlieS FORM jARS PUNISHABLE BY FINS AND IMPRISONMENT. I U.S. tODE TITLE1S. SEC110H 1001. EXHIBITS forrdshed as revuired be this bonn:

the applicant and 17. Attach as Exhibit No________ abel explanation ot the legal relationship between foreign station(s) lnidoivsd, Including a copy of contract (if any) with foreign station(s). See Eshbit are to be hitennlttent or 18. a. Attach as Exhibit No________ a statement as to whether program deliveries month during which the foreign station(s) Involved will broadcast regularly scheduled, and the average number of hours per day week and or suds progrxm See Eduibtl of the programming b. Macbaa Erdsibit No______ a deja0ed description of the nature and character proposed and the language to be employed. See E)hlbit I ossigree norany party tothe 19. Anti-Drug Abusi.Act CertIfIcation. tssigneetiransfereecertitres thatnicther kiti-Dtug Abuse Pot of 1998, applicattos Is subject to.denlal of federal benetls pursuant to Section 5301 of the 21 U.S.C. Sedson.8G2. ormore Mtrre employees, 20. Equal Employment Opportunity (BED). If the applicant proposes la empley Eve Program Report on FCC applicant cerlir.es that It is flUng simultaneously with thIs applicants Model EE.O Form 39fl. CERTiFICATION attached The APPLI lit acknowjedglis that all statenrents contalfiRd Is s application and ar edsibils re aterial.represeplatoud, and that theeeiuibils tormln part of t(iis pgition as If set out In Ml a app jjcallorr. The undersIgned CertifieS thist the sjaternerrs Incorporated her&n Cn know’edge and belief contained Inthis application are true complete and coned to the beet of blaTher end are mady br.good beth. Signed and dyted this. 29th day of November, 20.18. Local Medla.Spo Diego Holdings, LLC Eli 7 uua, lSgvoiaral y?. )‘2•i.._ INns srfxpdthN) (reel WLLRA. FALS5T4TuMENT5 MADE ON Thus FL.RM fARE PUNISHABLE BY FINE ND IMPRISONMENT. U.S. CODEr TITLE 18, 5rtON 1001.

CERTiFICATION The APPLICANT acknowledges that all statements contained in this appTication and attached echiblts are material representations, and that the exhibits forming a part of this application are incorporated herein as if set out in full in the application. The undersigned certifies that the statements contained In this application are true, complete and correct to the best of hisTher knowledge and belief and are made In good faith. Signed and dated this 28th day of November, 2018. Local Media of America Holngs, LLC By (Name c(Appllnt) (Signature) Lee M. Mitchell Authorized Signer WiLLFUL FALSE STATEMENTS MADE ON ThIS FORM ARE PUNISHABLE BY FINE AND IMPRISONMENT. U.S. CODE. TITLE 18. SECTION 1001.

FCC Form 308 Local Media San Diego, LLC Exhibit I Page 1 of4 Exhibit I Comprehensive Exhibit Local Media San Diego, LLC (“LMSD” or “Company”) is filing the instant application (“Application”) for authority from the Federal Communications Commission (“FCC”) to deliver programming to XTRA-FM, 91.1 MHz; XHTZ-FM, 90.3 MHz; and XFIRM-FM, 92.5 MHz (collectively “Stations”) following the change in control of LMSD as described herein. The Stations, which serve the San Diego radio market, currently receive programming from LMSD pursuant to an authorization (“325(c) Authorization”) issued by the FCC under Section 325(c) of the Conununications Act of 1934, as amended.’ LMSD presently is a wholly-owned subsidiary of Local Media of America Holdings, LLC (“Local Media”).2 On November 27, 2018, Local Media and Local Media San Diego Holdings, LLC (“LMSD Holdings”) entered into a Unit Purchase Agreement whereby LMSD Holdings agreed to purchase from Local Media all of the outstanding membership units of LMSD (“Transaction”).3 As described herein, upon consummation of the Transaction, LMSD will become a wholly-owned subsidiary of LMSD Holdings, which will be owned in part by individuals presently charged with responsibility for the day-to-thy management of LMSD. Accordingly, the instant Application is being filed to obtain FCC approval for LMSD to deliver programming to the Stations pursuant to Section 325(c) upon consununation of the transfer of control of LMSD from Local Media to LMSD Holdings. LMSD does not anticipate that there will be any changes in the nature of the programming presently delivered to the Stations or the means by which such progranming currently is delivered to the Stations as a result of the Transaction. I. OwNERS mp STRUCTURE Upon consummation of the Transaction, LMSD will become a wholly-owned subsidiary of LMSD Holdings, a Delaware limited liability company. Control of, and management authority over, the business and affairs of LMSD Holdings is vested exclusively with a nine person board of managers (“Board”). Except with respect to rights to designate representatives to the Board,4 the members of LMSD Holdings have ‘See IBFS File Nos. 325-NEW-20091221-00006 and 325-RWL-20150109-00001; see Section II below for more information regarding the nature of the programming. 2 Local Media is a board-managed Delaware limited liability company ultimately controlled by Thoma Bravo, LLC (“Thoma Bravo”). See IBFS File No. 325-RWL-20150109-0000l. The Unit Purchase Agreement obligates the parties to close the Transaction no later than December 31, 2018, and thus the parties are submitting concununtly herein an application for special temporary authority (“STA”) to enable LMSD to continue to deliver the programming to the Stations under its new ownership structure until such time as the FCC processes the instant Application. Pursuant to the operating agreement of LMSD Holdings (“LLC Agreement”), the members of LMSD Holdings are required to vote, or cause to be voted, their membership interests to ensure that the Board consists of: (A) three individuals designated by holders of a majority of Common Units (as defined herein) (“Common Representative”), (B) one individual designated by Mel Wheeler, Inc. for so long as Mel Wheeler, Inc. owns a specified number of preferred membership

FCC Form 30$ Local Media San Diego, LLC Exhibit I Page 2 of 4 no authority or power to act for, or on behalf of, LMSD Holdings in any manner. The initial Board of LMSD Holdings consists of John Gehron, Norman McKee, Steven McNeely, Jim Minarilç Chris Pacheco, Todd Schumacher, David Simmons, Leonard Wheeler, and Gregg Wolfson.5 The Board generally takes actions on matters by majority vote. 6 The membership interests in LMSD Holdings consist of preferred membership units (‘Preferred Units”) and common membership units (“Common Units” and, together with the Preferred Units, the “Membership Units”). Holders of Membership Units are entitled to one vote per Membership Unit. Holders of Preferred Units vote together as a single class, as is the case with holders of Common Units. The holders of Preferred Units are Mel Wheeler, Inc.,7 Trivest Investment Partners, LLC,8 Simmons Capital, LLC,9 John Gehron, Pacheco Family Trust, and Todd Schmacher. The holders of Common Units are Gregg Wolfson,’° Norman McKee,” and Tantara Capital Partners, LLC.’2 The following members of LMSD hold 5% or greater of the total Membership Units of LM$D Holdings: Mel Wheeler, Inc., Trivest Investment Partners, LLC, Simmons Capital, LLC, Gregg Wolfson, Norman McKee, and Tantara Capital Partners, LLC.’3 units in LMSD Holdings (“Wheeler Representative”), (C) one individual designated by Trivest Investment Partners, LLC for so long as Trivest Investment Partners, LLC owns a specified number of preferred membership units in LMSD Holdings (“Trivest Representative” and, together with the Wheeler Representative, the “Preferred Representatives”), and (D) four individuals designated by the holders of a majority of the Membership Units (as defined herein) voting together as a single class (each individual, an “At-Large Representative”). John Gehron and Steve McNeely presently are representatives of the board of Local Media, under the ownership of Thoma Bravo. Upon consummation of the Transaction, Mr. Gehron will serve as an At-Large Representative of the Board, and Mr. McNeely will serve as a Common Representative othe Board. 6 The following Board actions require a majority approval of the Board, where such majority includes the affirmative vote of at least one of the Preferred Representatives: (A) the fricunence of indebtedness outside of the ordinary course; (B) the entry into any related-party transactions; (C) a material change in the annual compensation of the executive officers of the Company or its subsidiaries; and (D) the hiring or promoting of any existing employee to the position of Chief Executive Officer of LMSD Holdings. The following stockholders of Mel Wheeler, Inc. wifi hold 5% or greater indirect interests in LMSD: Leonard Wheeler, Clark V. Wheeler, and Steve J. Wheeler. 8 Troy Templeton is the sole member of Trivest Investment Partners, LLC that will hold a greater than 5% indirect interest in LMSD. The David E. Simmons 201 Trust is the sole member of Simmons Capital, LLC that will hold a greater than 5% indirect interest in LMSD. David E. Simmons is the trustee of The David E. Simmons 201 Trust. 10 Mr. Wolfson presently is the Vice President and General Manager of LMSD. He has served in this position since 2010, when Thoma Bravo acquired control of LMSD. 11 Mr. McKee presently is the Chief Operating Officer of LMSD. He has served in this position since 2010, when Thoma Bravo acquired control of LMSD. 12 Steven McNeely, the sole member and manager of Tantara Capital, LLC, will hold a greater than 5% indirect interest in LMSD. 13 Mel Wheeler, Inc. and Trivest Investment Partners, LLC each hold approximately 26.7% of the total Membership Units of LMSD Holdings. Tantara Capital Partners, LLC holds approximately

FCC Form 308 Local Media San Diego, LLC Exhibit I Page 3 of 4 Foreign Ownership. No party to this application is an alien, a foreign government, a corporation organized under the laws of a foreign country, or a representative of any of the foregoing. Other Broadcast Interests. The following information is being provided in response to Item 9(b) on FCC Form 308: • Norman McKee, Gregg Wolfson, Tantara Capital Partners, LLC, and Steven McNeely hold attributable interests in Black Diamond Broadcasting Holdings, LLC, the licensee of WGFN(FM), Glen Arbor, Michigan; WGFE(FM), Glen Arbor, Michigan; WMKC(FM), Indian River, Michigan; WGFM(FM), Cheboygan, Michigan; WCBY(AM), Cheboygan, Michigan; WWMK(FM), Onaway, Michigan; and WCHY(FM), Cheboygan, Michigan. • Chris Pacheco holds an attributable interest in Fat Dawgs Broadcasting LLC, the licensee of KYNO(AM), Fresno, California and KFPT(AM), Clovis, California. Mr. Pacheco also holds an attributable interest in One Putt, the licensee of KFRR(FM), Woodlake, California; KJWL(FM), San Joaquin, California; and KIFX(FM), Fresno, California. • David Simmons holds an attributable interest in Missoula Broadcast Company, LLC, the licensee of KDTR(FM), Florence, Montana; KYJK(FM), Missoula, Montana; and KKVU(FM), Stevensville, Montana.’4 • Mel Wheeler, Inc. is the licensee of WVBE-FM, Lynchburg, Virginia; WXLK(FM), Roanoke, Virginia; WLNI(FM), Lynchburg, Virginia; WSLC-FM, Roanoke, Virginia; WFIR(AM), Roanoke, Virginia; WPLY(AM), Roanoke, Virginia; WSLQ(FM), Roanoke, Virginia; and WVBB(FM), Efliston-Lafayeffe, Virginia. Leonard Wheeler holds an attributable interest in Mel Wheeler, Inc. antI the aforementioned broadcast stations. Mr. Wheeler also holds an attributable interest in WSIL-TV, Inc., licensee of KPOB-TV, Poplar Bluff, Montana and WSIL-TV, Hanisburg, Illinois.’5 Except as provided above, and other than the Section 325(c) Authorization, neither the applicant nor any principal thereof holds an attributable interest in any 13.2% of the total Membership Units of LMSD Holdings. Mr. WoWson and Mr. McKee each hold approximately 10% of the total Membership Units of LMSD Holdings. Simmons Capital, LLC holds approximately 6.4% of the total Membership Units of LMSD Holdings. All other members of LMSD hold less than 5% of the total Membership Units of LMSD Holdings. 14 David E. Simmons Trust also is an attributable owner of the Missoula Broadcast Company, LLC and holds attributable interest in the broadcast stations listed in the text. See supra at n. 9 (indicating that The David E. Simmons Trust wifi hold a greater than 5% indirect interest in LMSD by virtue of its limited liability company interests in Simmons Capital, LLC). 5 Clark V. Wheeler and Steve J. Wheeler also are attributable owners of Mel Wheeler, Inc. and hold attributable interests in the broadcast stations licensed to Mel Wheeler, Inc. and WSIL-TV, Inc. as identified in the text. See supra at n. 7 (indicating that Clark V. Wheeler and Steve J. Wheeler will hold greater than 5% indirect interests in LMSD by virtue of their stock positions in Mel ‘Wheeler, Inc.).

FCC Form 308 Local Media San Diego, LLC Exhibit I Page 4 of 4 broadcast station licensed by the FCC, or pending application before the FCC for a new broadcast station. II. NATURE AND DELIVERY OF THE PROGRAMMING The information set forth in this Section II is being provided in response to Items 14, 17, 18(a) and 18(b) of FCC Form 308. Each of the Stations, which serve the San Diego radio market, is a FM broadcast radio station, licensed to Tijuana, B.C., Mexico. The originating facilities are owned by Comunicaciones Xersa, S.A. de C.V. (“Xersa”). Since the Section 325(c) Authorization was first issued to LMSD in 2010, LMSD has provided programming for the Stations pursuant to an Exclusive Promotional, Programming, and Sales Agreement (‘Programming Agreement”). The Programming Agreement contains propriety information and will be provided to the FCC upon request. Program deliveries to the Stations include regularly scheduled and special feature prograniming for up to 24 hours per thy, seven days per week, throughout the year, subject to Xersa’s Mexican programming obligations. The program deliveries consists of entertainment, news, sports, weather, traffic, information and/or other broadcast material in the English language. The program deliveries following transfer of control of LMSD pursuant to the instant Application will be unchanged from the programming delivered to the Stations by LMSD under control of Thoma Bravo. III. TEdHI’IcAL INFORMATION The following information is being provided in response to Item 16 on FCC Form 308: Call Sign Freq Channel Class Mode of Maxiimim Coordinates HAAT RCAMSL . Operation ERP (kW) XHRM-fM 3 223 Cl Non- 100,000 32-30-14 593’ 946’ directional 117-0243 )G{’l’Z-FM 90.3 212 C Non- 100,000 32-30-14 593’ 946’ directional 117-02-43 XTRA-fM 91.1 216 C Non- 100,000 32-30-22 478’ 898’ directional 117-02-21


Document Created: 2019-04-25 23:22:11
Document Modified: 2019-04-25 23:22:11
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