Attachment Exhibit F

This document pretains to SES-ASG-20160805-00721 for Assignment on a Satellite Earth Station filing.

IBFS_SESASG2016080500721_1145687

                                            Exhibit F
                                          FCC Form 312


                The instant application seeks Commission consent to the pro forma assignment of

the earth station license (the “Station”) held by Waterman Broadcasting Corporation of Florida,

Inc., which will occur as a result of the entity’s conversion from a corporation to a limited

liability company, Waterman Broadcasting of Florida, LLC (together with Waterman

Broadcasting Corporation of Florida, Inc., “Waterman Florida”).

                In addition to the conversion of Waterman Florida, Waterman will concurrently

undergo a restructuring. As reflected in the attached Annex A “Before” diagram, Waterman

Florida is a wholly-owned direct subsidiary of Waterman. Before the pro forma reorganization,

The Bernard E. Waterman Trust (dated October 27, 2009) (“Bernard Waterman Trust”) directly

holds a 90% controlling interest in Waterman, and The Edith B. Waterman Trust (dated October

27, 2009) (“Edith Waterman Trust”) directly holds the remaining 10% minority interest. Mr.

Bernard Waterman and Mrs. Edith Waterman are the sole trustees of their respective trusts.

                Subject to obtaining prior Commission consent as requested in the instant

application and companion applications, Mrs. Waterman will transfer the Edith Waterman

Trust’s 10% minority interest in Waterman to the Bernard Waterman Trust. Thus, as reflected in

the Annex B “After” diagram, the pro forma reorganization will not alter the Bernard Waterman

Trust’s existing status as Waterman’s controlling shareholder; the reorganization simply will

increase the Bernard Waterman Trust’s interest from 90% to 100%.

         These changes qualify for pro forma treatment because they do not substantively alter the

ownership or control of Waterman Florida The Station that is subject of this application will be

used in the same manner and for the same purposes following the pro forma transaction as it is


DC: 6133631-1


FCC Form 312                                                                  Exhibit F
                                                                                Page 2


currently. Accordingly, the public interest would be served by prompt consent to this

application.




DC: 6133631-1


FCC Form 312                                                                    Exhibit F
                                                                                  Page 3



                                   Annex A “Before”
                    The Bernard E.                The Edith B. Waterman Trust
                    Waterman Trust                  (Dated October 27, 2009)
                (Dated October 27, 2009)               Edith B. Waterman
                 Bernard E. Waterman                      Sole Trustee
                      Sole Trustee

                                                            10%
                         90%


                        Waterman Broadcasting Corporation


                                           100%


                              Waterman Broadcasting
                                    Corporation
                                  of Florida, Inc.
                                (Licensee of Station
                                     E120233)
                             (Instant FCC Form 312
                                   Application)




DC: 6133631-1


FCC Form 312                                            Exhibit F
                                                          Page 4



                          Annex B “After”



                   The Bernard E. Waterman Trust
                      (Dated October 27, 2009)
                  Bernard E. Waterman Sole Trustee



                                 100%



                  Waterman Broadcasting Corporation


                                 100%


                Waterman Broadcasting of Florida, LLC
                    (Licensee of Station E120233)
                  (Instant Form 312 Application)




DC: 6133631-1



Document Created: 2016-08-05 09:39:52
Document Modified: 2016-08-05 09:39:52

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