Letter to K. Kensing

LETTER submitted by Westwood One, LLC

Letter to K. Kensinger re conversion of licensee

2018-06-20

This document pretains to SES-ASG-20180327-00289 for Assignment on a Satellite Earth Station filing.

IBFS_SESASG2018032700289_1429872

(@cUumuLUs ANDREW S. KERSTING (404) 260—6761 REGULATORY COUNSEL ANDY.KERSTING@CUMULUS.COM June 20, 2018 By Electronic Filing Karl Kensinger, Esq. Deputy Division Chief Satellite Division International Bureau Federal Communications Commission 445 12" Street, SW Washington, DC 20554 Re: Westwood One, Inc., Debtor—in—Possession Application for Consent to Assignment File No. SES—ASG—20180327—00289 —Dear Mr. Kensinger: The purpose of this letter is to inform the Commission of a change in the name of the licensee of Westwood One, Inc., licensee of earth station E990283, to Westwood One, LLC. The change became effective upon the consummation of the assignment of the license from Westwood One, Inc., Debtor—in—Possession, to Westwood One, Inc. (File No. SES—ASG— 20180327—00289), which was granted by the Commission on May 22, 2018, and consummated on June 4, 2018. See Public Notice, Report No. SES—02064 (rel. May 23, 2018). A notice of consummation was filed with the Commission on June 14, 2018. The conversion from a corporation to a limited liability company was accomplished through filing with the Delaware Secretary of State‘s Office (i) a certificate of conversion to limited liability company; and (ii) a certificate of formation. 2 DE Code § 18—214. Subparagraph (g) of the above provision states in pertinent part: . . . the limited liability company shall be deemed to be the same entity as the converting other entity and the conversion shall constitute a continuation of the existence of the converting other entity in the form of a domestic limited liability company. As one authority observed, "Conversion does not end the existence of the original entity but continues its existence in a different from, or jurisdiction, as the case may be." Jeffrey P. 3280 Peachtree Road + Suite 2300 + Atlanta, GA 30305 + t: 404.949.0700 + f: 404.949.0740 + www.cumulus.com

Karl Kensinger, Esq. Federal Communications Commission June 20, 2018 Page 2 Zucker et al., 2001 Nevada Legislature Changes to Business Organization Law, 10 NEVADA LaAwyER 6 (2002). Since Westwood One LLC remains the same entity as Westwood One, Inc. under Delaware law, there was no requirement to file a short—form assignment application to obtain the Commission‘s prior approval to convert the entity from a corporation into a limited liability company. Indeed, representatives of Cumulus Media Inc., the ultimate parent of Westwood One LLC, have previously discussed this type of conversion with the Commission‘s staff in other contexts and they have agreed that no short—form assignment application would be required in such circumstances. In view of the foregoing, Westwood One LLC respectfully requests that the Commission change its database to reflect the name of the current licensee of earth station E990283. Should any questions arise concerning this matter, please contact the undersigned. Sincerely, TK 4 Andrew . Kersting Regulatory Counsel


Document Created: 2018-06-20 19:28:05
Document Modified: 2018-06-20 19:28:05
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