Attachment Exhibit F

This document pretains to SES-ASG-20170103-00003 for Assignment on a Satellite Earth Station filing.

IBFS_SESASG2017010300003_1162760

                                             EXHIBIT F

         This application seeks FCC consent to the assignment of license of the earth station license(s)
identified at Item A8 of FCC Form 312 Schedule A (the “Earth Stations”), from WPXI, Inc. (the
“Assignor”) to WPXI, LLC (the “Assignee”). The Earth Stations are used in connection with the
broadcast operations of the commonly owned television station WPXI(TV), Pittsburgh,
Pennsylvania, for news gathering and coverage of events of interest to the station’s local community.
An application for the assignment of the license of WPXI(TV), Pittsburgh, Pennsylvania, has been
concurrently filed with the FCC’s Media Bureau.

        The Assignee will continue to use the Earth Stations in the same manner and for the same
purpose as before the assignment of the license. Accordingly, grant of this FCC Form 312 would
serve the public interest.




139484734 v1


                                                EXHIBIT

                                      Description of Transaction

         By this and other separate but concurrently-filed applications, Cox Media Group, LLC
(“CMG”) requests the Commission’s consent to the pro forma conversion of three CMG licensee
subsidiaries1 (the “Licensees”) from their current business forms into limited liability companies
(the “LLC Conversions”). Organizational charts reflecting the current and proposed structures
are attached. CMG is filing the instant applications as “assignment of license” applications to
reflect the change in the names and business forms of the Licensees.

        Upon the LLC Conversions, the issued and outstanding shares of capital stock of the
Licensees would be exchanged for limited liability company membership interests. The LLC
Conversions qualify for pro forma treatment because they involve no substantial change in the
ownership or control of the Licensees. Currently, CMG controls and owns 100% of the capital
stock of the Licensees. Following the LLC Conversion, CMG will control and own 100% of the
membership interests in the Licensees. There will be no change in the Licensees’ officers and
directors as a result of the LLC conversions.

       In connection with this transaction, the parties intend to enter into agreements regarding
organization and governance of the converted entities. These agreements, which will comply
with the Commission’s rules and policies, have not been finalized but will be filed with the
Commission upon execution to the extent required by Section 73.3613 of the Commission’s
rules.




1
         WFTV, Inc., WPXI, Inc., and WSOC Television, Inc.


139383455 v2


                                                                   Current Organizational Chart (Pre-Assignment)2


                                                                                 Cox Family Voting Trust, Alexander
                                                                                 C. Taylor, James C. Kennedy & John
                                                                                             Dyer, Trustees




                                                                                          Cox Enterprises, Inc.




                                                                                        Cox Media Group, LLC




                                                        WFTV, Inc.                        WSOC Television, Inc.                             WPXI, Inc.




2
    Additional indirect subsidiaries of Cox Enterprises, Inc. that are not pertinent to the instant application have been omitted from this chart.
139383455 v2


                                                                  Proposed Organizational Chart (Post-Assignment)3


                                                                                 Cox Family Voting Trust, Alexander
                                                                                 C. Taylor, James C. Kennedy & John
                                                                                             Dyer, Trustees




                                                                                          Cox Enterprises, Inc.




                                                                                        Cox Media Group, LLC




                                                    WFTV, LLC                            WSOC Television, LLC                           WPXI, LLC




3
    Additional indirect subsidiaries of Cox Enterprises, Inc. that are not pertinent to the instant application have been omitted from this chart.
139383455 v2



Document Created: 2016-11-29 12:01:18
Document Modified: 2016-11-29 12:01:18

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