Attachment Updated Exhibit E E9

This document pretains to SES-ASG-20190606-00725 for Assignment on a Satellite Earth Station filing.

IBFS_SESASG2019060600725_1721668

                                                                                          Form 312
                                                                                          June 2019


                                 Description of the Transaction

This application is one of several contemporaneously-filed applications on FCC Form 314, Form
312 and Form 603 (the “Applications”), which collectively request Commission consent to the
assignment of various broadcast licenses held by indirect, wholly-owned subsidiaries of
Liberman Broadcasting, Inc., Debtor-in-Possession (“LBI”), which together with LBI and other
affiliated entities (collectively, the “LBI Debtors”), are currently being operated under the
protection of Chapter 11 of the U.S. Bankruptcy Code in consolidated cases before the United
States Bankruptcy Court for the District of Delaware (“Bankruptcy Court”),1 from the LBI
Debtors that hold broadcast licenses (the “LBI Licensees”), as debtors in possession, to those
same licensees as non-debtors in possession following their emergence from bankruptcy.

On April 17, 2019, LBI and its debtor affiliates received approval of it Third Amended Joint
Chapter 11 Plan of Reorganization of LBI Media, Inc. and Its Affiliated Debtors [D.I. 829] (as
may be further amended, supplemented, or otherwise modified, the “Plan”) from the Bankruptcy
Court.2 LBI expects to complete its restructuring and successfully emerge from Chapter 11,
subject to, among other things, receipt of FCC consent to the Applications.

Under the terms of the Plan, the following transactions will occur in the following order: 3

    •   To ensure compliance with the Communications Act of 1934, as amended, and the rules
        and regulations of the FCC (including, but not limited to, rules limiting foreign
        ownership in broadcast licensees) (collectively, “Communications Laws”), the first lien
        holder HPS Investment Partners, LLC (“HPS”) and its affiliates and funds (collectively,
        the “HPS Parties”) will internally reorganize to separate their primarily foreign-owned
        investment vehicles from primarily U.S.-owned investment vehicles.

    •   Immediately thereafter, LBI Parent shall issue 100 percent of the capital stock of
        reorganized LBI Parent (the “New Equity Interests”), together with any warrants to

1
    See In re LBI Media, Inc. et al., Case No. 1:18-bk-12655 (Chapter 11) (Bankr. D. Del.)
    (Jointly Administered).
2
    A copy of the final confirmed Plan (along with the order of the Bankruptcy Court confirming
    the Plan) is attached in Exhibit 5 to the Form 314 Applications. All documents related to the
    LBI Debtors’ bankruptcy and emergence can be found on a real-time basis in the Bankruptcy
    Court docket of the cases, available online at https://dm.epiq11.com/case/LBM/info. To the
    extent that documents relating to the bankruptcy case have not been supplied with this
    application or amendments thereto, such documents consist of material that is either
    proprietary and/or not germane to the Commission’s evaluation of this application. Such
    information will be provided to the Commission upon request, subject to the parties’ rights to
    submit such material subject to regulations restricting public access to confidential and
    proprietary information.
3
    A description of the Transaction Steps that has been or will soon be filed with the
    Bankruptcy Court is attached in Exhibit 5 to the Form 314 Applications.


        purchase New Equity Interests (the “Warrants”) that are issued on the effective date of
        the Plan to LBI Media Holdings, Inc. as a contribution to capital; immediately thereafter,
        LBI Media Holdings, Inc. shall contribute 100 percent of the New Equity Interests and
        the Warrants to LBI Media Intermediate Holdings, Inc. as a contribution to capital; and
        immediately thereafter LBI Media Intermediate Holdings, Inc. shall contribute 100
        percent of the New Equity Interests and the Warrants to LBI Media, Inc. as a contribution
        to capital.

    •   Immediately thereafter, LBI Media, Inc. shall distribute to the HPS Parties the New
        Equity Interests and Warrants (along with the exit credit facility). Such distribution of
        the New Equity Interests and the Warrants shall be effected in a manner that ensures
        compliance with the Communications Laws, including by issuing Warrants in lieu of
        New Equity Interests to certain HPS Parties. The Warrants will carry no voting rights,
        and no rights to distributions. The Warrants will also, by their terms, prohibit a holder
        from exercising the Warrants if to do so would cause the licensees to violate the
        Communications Laws. 4 In addition, all of the New Equity Interests distributed at
        emergence will be voting interests.

    The SLF Parties (as defined below) have represented that, upon emergence from bankruptcy,
    the new equity interests in LBI will be held as described below.

    Following the completion of the transactions described above, 100-percent of the new equity
    interests in LBI will be held as follows:

        SLF LBI US Holdings I, LLC (“SLF LBI I”) (a Delaware limited liability company), will
        hold 41.9-percent of the New Equity Interests in LBI;

        SLF LBI US Holdings II, LLC (“SLF LBI II,” and together with SLF LBI I, the “SLF
        Parties”) (a Delaware limited liability company), will hold 41.5-percent of the New
        Equity Interests in LBI; and

        The remaining New Equity Interests will be distributed to other HPS Parties, none of
        which will individually hold an attributable interest in LBI.

The SLF Parties, both U.S. limited liability companies, will be managed and controlled by their
two non-member managers who will be independent of HPS and the HPS Parties, Robert
Warshauer and Howard Norowitz, both U.S. citizens, each of whom will hold 50-percent of the
voting rights in the SLF Parties. Neither Mr. Warshauer nor Mr. Norowitz has any employment,
financial, close personal, or family relationship with HPS, any of its employees, or any of the
limited partner funds of the LLCs. Each has worked in the same industry as HPS, however, and
has arm’s length professional relationships with HPS employees—which is why they were
chosen to hold this position. Moreover, SLF Parties’ organizational documents contain
numerous provisions designed to ensure that HPS and its associated entities exercise no level of

4
    See Warrant Agreement, Sections 4.3(f), 4.3(g). A copy of the Warrant Agreement is
    attached in Exhibit 13 to the Form 314 Applications.



                                                 2


control over these Managers that would be inconsistent with FCC Rules and Regulations.

Each of the SLF Parties’ organizational documents contain provisions to ensure that all of its
members will not be materially involved, directly or indirectly, in the management or operation
of the media-related activities of the LLC, consistent with the FCC’s media ownership attribution
rules. 5 The total foreign equity interest held in LBI will be 19.7 percent, and the total foreign
voting interest in LBI will be 16.7 percent. Attachment A hereto contains diagrams depicting the
vertical chain of ownership of the LBI Licensees both before and after the LBI Debtors’
emergence from bankruptcy. Additional information concerning the SLF Parties and the
proposed post-emergence ownership of the LBI Licensees is included in Exhibit 14 to the Form
314 Applications.

The LBI Subsidiaries’ officers and directors will also change in part at emergence. The Plan
provides the HPS Parties with the right to designate LBI’s board of directors and, pursuant to the
Bankruptcy Code, 11 U.S.C. § 1129(a)(5), which requires a board of directors to be in place at
emergence, the Plan retains LBI’s existing chief executive officer, Lenard Liberman, as a
director, and appoints three new directors, Peter Markham, Colbert Cannon (an employee of
HPS), and Willem Mesdag. Post-emergence, the power to retain or replace these directors will
rest entirely with the SLF Parties, and it is anticipated that the SLF Parties will replace the
directors identified above with new directors that are independent of the HPS Parties following
emergence. Each officer and director appointed by the SLF Parties will possess the requisite
qualifications to hold an attributable interest in a broadcast licensee, and will not hold an
attributable interest in any other broadcast licensee that would cause a violation of the media
ownership rules when combined with an attributable interest in LBI.

The LBI Licensees that are concurrently filing Applications are set forth below:

           LBI Radio License LLC, debtor-in-possession;
           Liberman Broadcasting of Houston License LLC, debtor-in-possession;
           KZJL License LLC, debtor-in-possession;
           KRCA License LLC, debtor-in-possession;
           Liberman Television of Dallas License LLC, debtor-in-possession; and
           Liberman Broadcasting of Dallas License LLC, debtor-in-possession.

The specific authorizations held by each of the above LBI Licensees are identified in Section II,
Question 2, of the FCC Form 314 application for the relevant LBI Licensee, and in Exhibit 6.

Two of the LBI Licensees hold non-broadcast licenses. KRCA License LLC, debtor-in-
possession, the licensee of earth station license E930184, and Empire Burbank Studios LLC,
debtor-in-possession, the licensee of WPJK927, are seeking consent to the assignment of these
licenses on FCC Form 312 and FCC Form 603, respectively.



5
    See 47 C.F.R. § 73.3555, Note 2(f). A copy of the Limited Liability Company Agreement
    for each of the SLF Parties is attached in Exhibit 13 of the Form 314 Applications.



                                                3


                                              Pre-Reorganization LBI Ownership Structure Chart*                                                  Attachment A-1


                                                                          Lenard D. Liberman

                                                                   Liberman Broadcasting, Inc.

                                                                     LBI Media Holdings, Inc.

                                                             LBI Media Intermediate Holdings, Inc.

                                                                             LBI Media, Inc.



   Empire              Liberman                  Liberman                     Liberman                 Liberman                   Liberman                Liberman
  Burbank            Broadcasting of           Broadcasting of               Television of          Television LLC               Television of          Broadcasting
Studios LLC          California LLC             Houston LLC                  Houston LLC                                         Dallas LLC             of Dallas LLC
                                                                                                        KRCA
                                                                                                    Television LLC
                        LBI Radio               Liberman                     KZJL License                                         Liberman                Liberman
                       License LLC            Broadcasting of                   LLC                                             Television of            Broadcasting
                                                                                                         KRCA
                                              Houston License                                                                   Dallas License             of Dallas
                 KVNR(AM), Santa Ana, CA
                                                                          KZJL(TV), Houston, TX       License LLC
                                                   LLC                                                                               LLC                 License LLC
                 KWIZ (FM), Santa Ana, CA
                 KBUA(FM), San Fernando, CA                                                       KRCA(TV), Riverside, CA     KMPX(TV), Decatur, TX   KNOR(FM), Krum, TX
                 KBUE(FM), Long Beach, CA     KJOJ-FM, Freeport, TX                               KSDX-LD, San Diego, CA
                                              KTJM(FM), Port Arthur, TX                                                                               KBOC(FM), Bridgeport, TX
                 KEBN(FM), Garden Grove, CA                                                       KVPA-LD, Phoenix, AZ
                                              KQQK(FM), Beaumont, TX                                                                                  KZZA(FM), Muenster, TX
                 KRQB(FM), San Jacinto, CA                                                        WASA-LD, Port Jervis, NY
                                              KNTE(FM), Bay City, TX                                                                                  KZMP(AM), Univ. Park, TX
                                                                                                  KETD(TV), Castle Rock, CO                           KZMP-FM, Pilot Point, TX
                                              KEYH(AM), Houston, TX                               WESV-LD, Chicago, IL
                                                                                                  WVFW-LD, Miami, FL
                                                                                                  WGEN-TV, Key West, FL




   *Each subsidiary is wholly-owned by its parent corporation and is currently operating as debtor-in-possession subject to the supervision of the United States
   Bankruptcy Court, District of Delaware. Lenard Liberman, as the single majority shareholder, votes more than 90% of the shares of Liberman Broadcasting, Inc.


                                                                                                                                                              Page 1 of 2
                                                                          Attachment A-2
                                                       Reorganized LBI Ownership Structure Chart



                                                     See page 2 for ownership and control of SLF LBI I and SLF LBI II




                                       SLF LBI US Holdings I, LLC                                      SLF LBI US Holdings II, LLC
                                              (Delaware)                                                       (Delaware)

                                                       41.9% voting                                 41.5% voting
                                                       and economic                                 and economic
                                                       equity interest                              equity interest




All equity holders:
SLF LBI US Holdings 1, LLC (41.9%)
SLF LBI US Holdings II, LLC (41.5%)
Specialty Loan Ontario Fund 2016, LP (3.6%)
Reliance Standard Life Insurance Company (4.5%)
Safety National Casualty Corporation (4.5%)
Houston Casualty Company (4.05%)
Total: 100% (100.05% with rounding)
                                                                                                    All interests are 100% unless otherwise stated.

                                                                                                    All LBI entities are Delaware entities unless otherwise
                                                                                                    stated.


                                                                                                                                                               Page 2 of 2

                                                                               Attachment A-2

                                                            Reorganized LBI Ownership Structure Chart




                           Services Agreement                                                                            Services Agreement

                                                   Howard Norowitz                            Howard Norowitz
                                                                                                                                              HPS Investment Partners, LLC
HPS Investment Partners, LLC                       Robert Warshauer                           Robert Warshauer
                                                (non-member managers)                      (non-member managers)

                                                              100% voting control                       100% voting control


                                                SLF LBI US Holdings I, LLC*              SLF LBI US Holdings II, LLC*
                                                        (Delaware)                               (Delaware)

                                          41.9% voting                                  41.5% voting and economic
                                          and economic                                  equity interest
                                          equity interest

                                                                                            Liberman Broadcasting, Inc.




                                                                                            *All members are insulated



Document Created: 1900-06-12 00:00:00
Document Modified: 1900-06-12 00:00:00

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