Attachment Exhibit 2

This document pretains to SES-ASG-20150902-00564 for Assignment on a Satellite Earth Station filing.

IBFS_SESASG2015090200564_1101976

                                                                                                     FCC Form 316
                                                                                                          Exhibit 2
                                                                                                    September 2015

                                                 Description of the Transaction

      This application seeks Commission consent to the following pro forma restructuring of
Midessa Television Limited Partnership (“Midessa”).

         The restructuring will occur in three steps:
                1.      Lawton Cablevision, Inc. (“LCI”), KSWO Television Co., Inc. (“KSWO”)
         and LCI Television of Texas, Inc. (“LCI TX”) will convert Midessa from a Texas limited
         partnership to a Texas limited liability company and rename the entity “Midessa
         Television, LLC”.

                2.     LCI, KSWO and LCI TX will form Midessa Television Holdings, LLC
         (“Holdings Co.”), a Texas limited liability company, owned 49% by LCI, 50% by KSWO
         and 1% by LCI TX.

               3.      LCI, KSWO and LCI TX will contribute all of the membership interests of
         Midessa to Holdings Co.
        The restructuring will occur in a continuous, uninterrupted series. The Commission has
previously held that one application may be used to seek approval of a multi-step transaction of
this nature. See John H. Phipps, Inc., 11 FCC Rcd 13053, 13056 (1996).

        The use of FCC Form 316 is appropriate, because LCI, KSWO and LCI TX will remain
in control of Midessa, through Holdings Co., and there is no change in the control of LCI,
KSWO or LCI TX.
      The following charts depict the current structure and proposed structure of LCI, KSWO
and LCI TX’s ownership of Midessa.
                        Current Structure                                         Proposed Structure

                                                                                         Lawton Cablevision, Inc.
                              Lawton Cablevision, Inc.
                                                                                                            100%

                                                      100%
                                                                      KSWO Television               LCI Television of
 KSWO Television                               LCI Television of         Co., Inc.                    Texas, Inc.
    Co., Inc.                                    Texas, Inc.
                                                                            50%             49%        1%
                         49% Limited Partner
  50% Limited Partner                            1% General Partner
                                                                            Midessa Television Holdings, LLC
      Midessa Television Limited Partnership
         Licensee of KWES-TV, KWAB-TV                                                     100%



                                                                                 Midessa Television LLC
                                                                             Licensee of KWES-TV, KWAB-TV


                                                                                FCC Form 316
                                                                                     Exhibit 2
                                                                               September 2015

       An application is pending requesting consent to the assignment of the FCC licenses of
Midessa to KWES License Subsidiary, LLC, a subsidiary of Raycom Media, Inc. See FCC File
No. BALCDT-20150807ABI (the “Drewry/Raycom Application”). The restructuring proposed
herein will occur prior to the consummation of the transaction described in the Drewry/Raycom
Application.




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Document Created: 2015-09-01 18:45:32
Document Modified: 2015-09-01 18:45:32

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