LEIAmed2.pdf

OTHER submitted by Liberty Media Corporation

Response to Request for Information

2009-03-05

This document pretains to SES-T/C-20090130-00125 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2009013000125_698499

Nelson Mullins Nelson Mullns Riley & Scarborough LLP Robert L. Hoegle Attorneys and Counselors at Law 101 Constitution Avenue, NW / Suite 90 / Washington, DC 2000l (Admitted in DC & NY) Tel: 202.712.2816 Tel: 202.712.2800 Fax: 202.712.2836 Fax: 202.712.2836 www.nelsonmuIlns.com bob.hoegle(?nelsonmullins.com March 5, 2009 Via Electronic Filn~ Ms. Marlene H. Dortch, Secretary Office of the Secretary Federal Communications Commssion 445 12th Street, S.W. Washington, D.C. 20554 Re: Amendment to Transfer of Control Applications: SAT-T/C-20090127-0001O, SAT-T/C-20090127-00011, SES-T/C-20090130-00125, SES-T/C-20090130- 00127, SES-T/C-20090130-00128, SES-T/C-20090130-00129, SES-TC- 20090130-00134, SES-T/C-20090130-00135 and SES-T/C-20090128-00074 Dear Ms. Dortch: This amendment to the above-referenced transfer of control applications provides additional information requested by the Commssion staff on February 10 and February 16, 2009. A. Holders of Attributable Interests in Liberty Entertainment, Inc. Exhibit A lists the individuals and entities that hold five percent or more of the voting and equity interests of the Liberty Entertainment Group trackig stock and their equivalent voting and equity interests in Liberty Entertainment, Inc. ("LEI") immediately after completion of the split-off transaction. Such information is based upon shares of the Liberty Entertainment Group tracking stock outstanding as of December 31, 2008 and, except with respect to the shares held by John C. Malone, is based upon the required public filings of the listed entities. There is no other individual or entity that wil hold an attributable interest in LEI immediately following consummation of the split-off including, without limitation, under the FCC's equity-debt plus attribution criteria or partnership attribution criteria. Atlanta. Boston. Charleston. Charlotte. Columbia. Greenvile. Myrte Beach. Raleigh. Tallahassee. Washington, DC . Winston-Salem

Ms. Marlene H. Dortch, Secretary March 5, 2009 Page 2 B. Executive Officers and Directors As set forth in Exhibit 1 to the above-referenced applications, upon completion of the proposed split-off transaction, the executive offcers and directors of LEI wil be the same as the current executive officers and directors of Liberty Media Corporation ("Libert Media"). The executive officers of Liberty Media and LEI, after consummation of the split-off transaction, are listed in Exhibit B hereto. The directors of Libert Media and LEI, after consummation of the split-off transaction, are listed in Exhibit C. C. Residual Business of Liberty Entertainment Group Only the specified assets and liabilties of the Liberty Entertainment Group wil be split- off into LEI. All of the other businesses, assets and liabilities currently attributed to the Libert Entertainment Group that are not held by LEI after the split-off wil remain in Libert Media and continue to be attributed to the Liberty Entertainment Group. The holders of the Liberty Entertainment Group trackig stock wil continue to hold that portion of their shares that is not redeemed in the split-off, which wil continue to track the businesses, assets and liabilties remaining in the Liberty Entertainment Group. Attached as Exhibit D is a list of the assets currently attributable to the Liberty Entertainment Group, and the assets that wil be attributable to the Liberty Entertainment Group and to LEI following consummation of the split-off. D. Organizational Charts Attached as Exhibit E are organiational charts depicting the following information: (1) the ownership structure of Liberty Media companies currently in the Liberty Entertainment Group; (2) the post-split-off ownership structure of the companies to be included in LEI; and (3) the post-split-off ownership structure of the Liberty Media companies that wil remain in the Liberty Entertainment Group after consummation of the split-off. E. Nature of the Transaction The proposed split-off transaction is not part of a larger transaction. However, Liberty Media continues to evaluate the marketplace and other potential transactions. If Liberty Media were to decide to pursue an additional transaction involving LEI, Liberty Media would file a further amendment to the pending applications or new applications, as appropriate and to the extent necessary. * * *

Ms. Marlene H. Dortch, Secretary March 5, 2009 Page 3 If you have any questions regarding the information contained in this amendment, please contact me. ~ Respectfully submitted, Robert L. Hoegle Counsel for Liberty Media Corporation RLH:gt Enclosures - Doc# 49241.-

EXHIBIT A

Exhibit A Individuals and Entities Holding Five Percent or More of the Voting Power and Equity of Liberty Entertinment Group Tracking Stock and Liberty Entertinment, Inc. Dr. John C. Malone 30.29% 4.82% c/o 12300 Libert Boulevard Englewood, Colorado 80112 Southeastern Asset Management, Inc. 12.8% 18.0% 6410 Poplar Avenue, Suite 900 Memphis, Tennessee 38119 Longleaf Partners Fund * 6.6% c/o Southeastern Asset Management, Inc. 6410 Poplar Avenue, Suite 900 Memphis, Tennessee 38119 Capital Research and Management * 5.6% Company 333 South Hope Street, 55th Floor Los Angeles, California 90071 * Voting power held by entities is less than 5 percent.

EXHIBIT B

Exhibit B Executive Officers of Liberty Media Corporation and Liberty Entertinment, Inc. John C. Malone Chairman of the Board Gre ory B. Maffei Chief Executive Offcer and President Charles Y. Tanabe Executive Vice President and General Counsel David J .A. Flowers Senior Vice President and Treasurer Albert E. Rosenthaler Senior Vice President Christopher W. Shean Senior Vice President and Controller

EXHIBIT C

Exhibit C Directors of Liberty Media Corporation and Liberty Entertinment, Inc. John C. Malone Gregory B. Maffei Robert R. Bennett Donne F. Fisher Paul A. Gould Evan D. Malone David E. Rapley M. LaVoy Robison Larry E. Romrell

EXHIBIT D

Assets Currently Attributed to Liberty Entertainment Group Tracking Stock 54 % interest in The DIRECTV Group, Inc. 100% interest in FUN Technologies, Inc. 100% interest in Libert Sports Holdings LLC 100 % interest in Starz Entertainment, LLC 73 % interest in PicksPal, Inc. 50 % interest in GSN, LLC 37 % equity interest in Wildblue Communications, Inc. Assets Attributed to Liberty Entertinment, Inc. Post Split-Off 54% interest in The DIRECTV Group, Inc. 100% interest in FUN Technologies, Inc. 100 % interest in Libert Sports Holdings LLC 73 % interest in PicksPal, Inc. 50 % interest in GSN, LLC Up to $300 milion in cash and cash equivalents Assets Attributed to Liberty Entertainment Group Tracking Stock Post Split-Off 100 % interest in Starz Entertainment, LLC 37 % equity interest in Wildblue Communications, Inc. $400 millon in cash and cash equivalents

EXHIBIT E

CURRENT LIBERTY ENTERTAINMENT GROUP TRACKING STOCK ASSETS LIBERTY MEDIA CORPORA- TION ALL OWNERSHIP IS 100% UNLESS OTHERWISE NOTED LIBERTY GENIUS, INC. TECHNOLO, PICKSPAL, GIES, INC. INC. (CANADA) AND SUB- WILD BLUE HOLDINGS, INC. i WILD BLUE LADY CORP. COMMUNI, CATIONS, I GREEN- INC. 54% THE DIREClV GROUP, INC. DIREClV)

POST SPLIT-OFF LIBERTY ENTERTAINMENT GROUP TRACKING STOCK ASSETS ¡ UBERTY i f"--"--¡ i MEDIA ¡ ALL OWNERSHIP IS 100% UNLESS OTHERWISE NOTED .1' , CORPORA- TION I' /'~i'. . MEDIA, LLC (LIBERTY ~ hlBERTY , PROGRAM, r.~ ¡ Y ~~ 0~, :r," (ENTERTAIN:\ ¡ MENTLLC , \ AND j ~~S WILD BLUE COMMUNI- CATIONS, INC.

POST SPLIT-OFF LIBERTY ENTERTAINMENT, INC. ALL OWNERSHIP IS 100% UNLESS OTHERWISE NOTED LIBERTY ENTERTAIN, MENT, INC. 'J LIBERTY ~~C ~:~\ r:ER;"ì~~ ¡ FREEDOM,) GENIUS, (L'AREA : INC. ~PORTS. uy \:~~.~ ~~~/ "'.. "..~j _T9221 % TECHNOLO- PICKS PAL, GIES, INC. INC. (CANADA) GREEN, AND SUB, LAY CORP. 54% THE -i DIRECTV GROUP, iNC, .....J!:J~i:.£iyL._


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