Attachment 1.65 letter

1.65 letter

LETTER submitted by Broadcasting Media Partners Inc. (BMPI)

1.65 letter

2007-03-06

This document pretains to SES-T/C-20060719-01204 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2006071901204_554463

HOGAN & ym« HARTSON RECEIVED mm"‘“:(,%w MAR 1 4 2007 «rammsit n sramemstd n Satelite Dvision Internationl Burceu se Neasigent March 6, 2007 FILED/ACCEPTEp Miend. H&:&en:am _ie —6au7 im BY HAND DELIVERY Ofceatbeennay Ms. Marlene H. Dortch Secretary Federal Communications Commission 445 12th Street, S.W. Washington, D.C. 20554 RE; File Nos. SES—T/C—20060719—01204 er al. (See Appendix A) Notification Pursuant to Section 1.65 Dear Ms. Dortch: Broadcasting Media Partners Inc. (°BMPI),by its attomeys and pursuant to Section 1.65 of the Commission‘s rules, hereby updates the pending applications listed in Appendix A hereto (the "Applications") for Commission consent o the transfer ofcontrol of earth station licensees from the Sharcholders of Univision Communications Inc. ("Univision‘®) to BMPL This update relates to a "pro forma"insertion into the ownership structure of the transferee of an intermediate subsidiary, as detailed below. The Applications specified that upon the closing of the subject transaction, Univision would become a wholly—owned subsidiary of BMPI. This correspondence is to report that it is now planned at closing that Univision will become a wholly owned subsidiary of Broadcast Media Parters Holdings, Inc. (*BMP Holdings"). BMP Holdings will be a corporation organized under the laws of Delaware (with the same mailing address as BMPD, whose officers and directors will be drawn from the officers and directors of BMPL One—hundred percent of the voting rights and 80 percent of the equity interests of BMP Holdings will be held directly by BMPL The remaining 20 percent ofthe equity interests of BMP Holdings will be held by the sharchoders ofBMPL Insertion ofBMP Holdings,a direct,

Ms. Marlene H. Dortch March 6, 2007 Page 2 controlled subsidiary of BMPL, into the post—transaction ownership chain ofUnivision is a "pro forma"change. 1/ Please direct any questions regarding this submission to the undersigned. Respectfully submitted, (icw'- _ Mace J hein Counsel for Broadcasting Media Partners Inc. Attachment 1/ As described in Exhibit E to the subject Form 312 applications, the tansfer of control will be effectuated by the merger of Umbrella Acquisition, Inc. (°UAI"),a wholly owned subsidiary of Umbrella Holdings, LLC (which will be renamed BMPI) ("UHLLC®) with and into Univision, whereupon the separate existence of UAI will cease and Univision will continue as the surviving corporation under the same name but as a wholly owned subsidiary of BMPI Pursuant to the proforma change proposed herein, the merger will still occur as described; the only difference is that UAT will be a wholly owned subsidiary of BMP Holdings, instead of BMPL

APPENDIX A PENDING EARTH STATION LICENSEE TRANSFER OF CONTROL APPLICATIONS ‘ SES—T/C—20060719—01204 SES—1/C—20060719—01205 | SES—1/C—20060719—01206 SES—T/C—20060719—01207 SES—T/C—20060719—01208 SES—T/C—20060719—01209 SES—T/C—20060719—01210 SES—T/C—20060719—01211 SES—1/C—20060719—01212 SES—T/C—20060719—01213 SES—T/C—20060719—01214 SES—T/C—20060727—01275


Document Created: 2007-03-14 08:51:22
Document Modified: 2007-03-14 08:51:22
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