Attachment Attachment 1

This document pretains to SES-T/C-20100312-00318 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2010031200318_805688

                                                              Description of the Transaction
                                       Freedom Communications Holdings, Inc. and Subsidiaries



                    Description of the Proposed Transaction

       This application is one of a number of simultaneously filed applications (collectively, the
“Short-Form Applications”) seeking consent of the Federal Communications Commission
(”FCC” or “Commission”) to the pro forma transfer of control of the license-holding indirect
subsidiaries of Freedom Communications Holdings, Inc. (“Freedom”).

        Freedom) is the ultimate parent entity of entities that own and operate eight full power
commercial television stations (the “Stations”), and a variety of associated licenses issued by the
Commission. A list of the Stations and licensees at issue is attached as Appendix A. The
authorizations which are the subject of this application are ancillary to Freedom’s operation of
the Stations.

       On September 1, 2009, Freedom and its subsidiaries filed for voluntary bankruptcy under
Chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the District of
Delaware (the “Bankruptcy Court”). The Commission shortly afterwards granted pro forma
applications reflecting the current status as “debtors in possession” of the wholly-owned
Freedom subsidiaries that hold FCC licenses (the “Licensee Subsidiaries”).1 Thus, the
Bankruptcy Court currently has oversight, and thus, ultimate control, of the Licensee
Subsidiaries.

       On March 9, 2010, the Bankruptcy Court confirmed a Joint Plan of Reorganization Under
Chapter 11, Title 11, United States Code, In re Freedom Communications Holdings, Inc., et al.,
Case No. 09-13046 (BLS)(Jointly Administered)(the “Plan”). Under the Plan, Freedom will
emerge from bankruptcy with a new capital structure, and enhancing its ability to meet the needs
of broadcast viewers.

        A condition precedent to the effectiveness of the Plan, and thus the emergence from
bankruptcy of the Freedom operating subsidiaries who currently own the assets of the Stations
other than the FCC licenses (the “Operating Subsidiaries”), is Commission grant of the Short-
Form Applications. The Short Form Applications seek Commission consent to the transfer of
control of the Licensee Subsidiaries to a trust established under the Plan and approved by the
Bankruptcy Court (the “Trust”), which trust will remain subject to the oversight, and thus the
ultimate control, of the Bankruptcy Court. Specifically, the Plan provides that “all of the
Subsidiary Interests in each of the Reorganized Broadcast Licensee Companies shall be issued to
the Broadcast Trustee to be held in trust pursuant to the terms of the Broadcast Trust Agreement


1
       File Nos. BALCDT-20090908ACI, ACT, ACZ, ADA, ADC, ADR, ADS, and ADT.


and subject to the continued supervision of the Bankruptcy Court.”2 The Trust Agreement
further specifically provides that any changes in the identity of the Trustee or in the terms of the
Trust must be approved by the Bankruptcy Court and, if appropriate, by the Commission, and
that the parties to the Trust Agreement are subject to the continuing jurisdiction of the
Bankruptcy Court.3 Moreover, the order of the Bankruptcy Court confirming the Plan provides
that any transactions outside the ordinary course of business implemented by the Trustee require
the approval of the Bankruptcy Court.4

        As detailed below, use of the Trust is consistent with recent Commission approval of
similar applications in the context of restructuring transactions, as well as the Commission’s
policy of applying its rules in a manner that advances other Federal policies, including the
bankruptcy laws. See LaRose v. FCC, 494 F.2d 1145, 1146 n.2 (D.C. Cir. 1974). As noted
above, the proposed Short-Form Applications will allow Freedom and its subsidiaries to emerge
from bankruptcy promptly, thus serving the public interest by enabling the Stations to operate
without the costs and uncertainty of a continued Chapter 11 proceeding. Thus, approval of the
proposed transactions serves both the interests reflected in the bankruptcy laws and the public
interest in strong and vibrant local television service.

       The sole Trustee of the Trust (the “Trustee”) is Gary R. Chapman, an experienced,
longtime and well-respected broadcaster, whose qualifications have been approved repeatedly by
the Commission. Mr. Chapman was formerly the Chairman of the Board and CEO of LIN TV
Corporation, subsidiaries of which are licensees of television stations across the United States.
Mr. Chapman previously held management positions at other broadcasting companies. In
addition, Mr. Chapman has served as Chairman of the Television Board of Directors and of the
Joint Board of Directors of the National Association of Broadcasters. He also served as
Chairman of the Board of the Association for Maximum Service Television, Inc., in addition to
numerous other industry leadership positions. His biography is attached as Appendix B. Mr.
Chapman is not an employee of Freedom or of any of its subsidiaries.5

        Further, the Trustee will at all times be subject to the jurisdiction, supervision, and
control of the Bankruptcy Court. When ownership of the Licensee Subsidiaries is transferred to
the Trust, the Operating Subsidiaries and the Trust will enter into Local Marketing Agreements
(“LMAs”) under which the Operating Subsidiaries will provide programming and other services
to the Stations under the supervision of the Trustee.



2
       Article 5.16(b) of the Plan (emphasis added).
3
       Broadcast Trust Agreement §§ 7, 8, 10, 11.j.
4
       Order Confirming Joint Plan of Reorganization § 17.
5
       Over 20 years ago, Mr. Chapman was a senior executive at Freedom but has had no
continuing professional involvement with Freedom. Although his employment at Freedom
ended in 1989, Mr. Chapman continues to be a participant in Freedom’s Non-Qualified DC Plan
and Non-Qualified EB Plan. As such, he is currently the holder of non-qualified retirement
claims under those plans.

                                                -2-


        Because Freedom and its Licensee Subsidiaries are currently under the control of the
Bankruptcy Court, and the Trustee will continue to be subject to the control of the Bankruptcy
Court, the proposed transaction is involuntary and does not represent a substantial change in
control of the Licensee Subsidiaries. The purpose of these transactions is to facilitate the
expeditious emergence from bankruptcy of Freedom and its subsidiaries. Long-form
applications seeking the Commission’s consent to the transfer of control of the Licensee
Subsidiaries from the Trust to reorganized Freedom and the Operating Subsidiaries will be filed
(the “Long-Form Applications”) after consummation of this proposed transfer of control to the
Trust.

         The Beneficiaries of the Trust are the Operating Subsidiaries,6 who have no rights to
control the decisions of the Trustee.7 Neither Freedom nor the Operating Subsidiaries has the
right under the Plan to revoke the Trust and, as indicated above, the Trust Agreement cannot be
amended without the consent of the Bankruptcy Court. The Trustee has the sole responsibility to
control the Licensee Subsidiaries, subject only to the continuing jurisdiction of the Bankruptcy
Court and has full authority to perform his responsibilities as the Trustee in control of the
Licensee Subsidiaries.8

        Under the LMAs,9 which are materially similar in terms to LMAs which the Commission
has approved, the Operating Subsidiaries will provide sales and other services and programming
to the Stations. The LMAs provide the Trust with ultimate responsibility for personnel,
programming and finances for the Stations,10 require that the Trust will have at least two
employees at each station cluster,11 and make the Trust responsible for the payment of expenses
of the Stations.12

                           This Transaction is Pro Forma in Nature

        The proposed transactions qualify for short-form treatment. Grant of the Short-Form
Applications will not result in a substantial or voluntary change in the control of a licensee.
While the Trust is in place, management and control of the Licensee Subsidiaries will remain
subject to the continuing jurisdiction of the Bankruptcy Court. Further, the proposed

6
       Broadcast Trust Agreement § 4.
7
       Article 5.16(b) of the Plan.
8
       The Trustee can be removed, but only for cause, by the unanimous vote of the Board of
Directors of Freedom, the ultimate parent company of the beneficiaries. The appointment of a
successor Trustee must be approved by the Bankruptcy Court and by the Commission.
9
       There are separate LMAs for each Operating Subsidiary. With the exception of the
names of the parties, identification of the stations involved, and grammatical changes to reflect
those differences, the LMAs are identical.
10
       LMA ¶¶ 4(a), 4(d), 4(f).
11
       Id. ¶ 4(d).
12
       Id. ¶ 4(a).

                                               -3-


transactions are required by the order of the Bankruptcy Court confirming the Plan and thus, with
respect to Freedom and its subsidiaries, are involuntary.

        Moreover, the Commission has granted similar requests in the context of bankruptcy
proceedings to transfer control to a trust using short-form procedures, pending approval of long-
form applications. The Commission on September 28, 2009 approved short-form applications to
transfer control of the licensee subsidiaries of ION Media Networks to a trust.13 In February of
this year, the Commission approved a similar short-form application to permit the transfer of
control of the licensee subsidiary of Affiliated Media to a trust pending grant of a long-form
application to transfer control to the reorganized company.14

        The instant applications are directly analogous to the ION and Affiliated Media
applications. Like the licensee subsidiaries at issue in those proceedings, the Freedom Licensee
Subsidiaries are currently operating as debtors-in-possession under the control of the Bankruptcy
Court. As with ION and Affiliated Media, the Freedom Plan confirmed by the Bankruptcy Court
expressly provides for the establishment of the Trust to hold and manage the licensee
subsidiaries until the FCC grants the Long-Form Applications. Like the trusts in the ION and
Affiliated Media transactions, the Freedom Trust and the actions of the Trustee are explicitly
subject to the supervision and control of the Bankruptcy Court. Since the Commission
concluded that the use of short-form applications was appropriate in those cases, it should reach
the same conclusion here and grant the Short-Form Applications.




13
       BALCDT-20090901AIF
14
       BALCDT-20100127ACS

                                              -4-


                              Appendix A
                  Freedom Broadcasting Stations
       Station     Facility ID No.   Licensee Subsidiary          Operating
                                                                  Subsidiary

WPEC             52527               Freedom                 Freedom
                                     Broadcasting of         Broadcasting of
                                     Florida Licensee,       Florida, Inc., Debtor-
                                     LLC, Debtor-in-         in-Possession
                                     Possession

WLAJ             36533               Freedom                 Freedom
                                     Broadcasting of         Broadcasting of
                                     Michigan Licensee,      Michigan, Inc.,
                                     LLC, Debtor-in-         Debtor-in-Possession
                                     Possession

WWMT             74195               Freedom                 Freedom
                                     Broadcasting of         Broadcasting of
                                     Michigan Licensee,      Michigan, Inc.,
                                     LLC, Debtor-in-         Debtor-in-Possession
                                     Possession

WCWN             73264               Freedom                 Freedom
                                     Broadcasting of New     Broadcasting of New
                                     York Licensee, LLC,     York, Inc., Debtor-in-
                                     Debtor-in-Possession    Possession

WRGB             73942               Freedom                 Freedom
                                     Broadcasting of New     Broadcasting of New
                                     York Licensee, LLC,     York, Inc., Debtor-in-
                                     Debtor-in-Possession    Possession

WTVC             22590               Freedom                 Freedom
                                     Broadcasting of         Broadcasting of
                                     Tennessee Licensee,     Tennessee, Inc.,
                                     LLC, Debtor-in-         Debtor-in-Possession
                                     Possession

KFDM             22589               Freedom                 Freedom
                                     Broadcasting of Texas   Broadcasting of
                                     Licensee, LLC,          Texas, Inc., Debtor-
                                     Debtor-in-Possession    in-Possession


KTVL   22570   Freedom            Freedom
               Broadcasting of    Broadcasting of
               Oregon Licensee,   Oregon, Inc., Debtor-
               LLC, Debtor-in-    in-Possession
               Possession


                                                                                   Appendix B


                                      Gary R. Chapman



       Gary R. Chapman is President of Gary R. Chapman Consulting LLC (July 2007 –
present). Gary Chapman was Chairman, President and CEO of LIN TV Corp. (NYSE: TVL).
Gary retired in July 2006. He joined LIN’s former parent in 1988 as President of Television and
was named CEO of Television in June 1994 and Chairman in August 2000.

       Gary received his BS degree in radio and television communications from Southern
Illinois University at Carbondale. He began his television career at KSDK-TV, St. Louis in
1967, and by 1976 he became Director of Marketing and Research for KSDK’s owner, Pulitzer
Television. After serving as General Manager of WLNE-TV, Providence from 1979 to 1984,
Gary was promoted to Director of Broadcasting for the station’s parent company, Freedom
Newspapers, Inc. In 1987, he was named Senior Vice President, Broadcasting of Freedom
Newspapers.

       Gary become a member of the Electronic Media Rating Council in 1980, and presided as
Chairman from 1982 to 1988. Gary was the Joint Board Chairman of the National Association
of Broadcasters (NAB) from 1991 to 1993 and served on the Board of Directors since 1987,
including Chairman of the Television Board (1989-1991). He has served as Chairman of
COLTAM and chairman of the NAB Personal Diary Project. He has also served on the Board of
Directors for the Broadcast Education Association, the Advanced Television Test Center, Inc.
(ATTC), and The Advertising Council. Gary was Chairman of the Board of The Association of
Maximum Service Television (MSTV) from 2000-2005. He is presently Chairman of the
Advisory Board of Governors for the National Association of Broadcasters Education
Foundation (NABEF), co-chairman of the NAB Decency in Programming Task Force, and is on
the Board of Broadcasting Foundation of America. Gary is also a former director of The Greater
Providence Chamber of Commerce. Gary is the recipient of the 2002 Hugh Malcolm Beville, Jr.
Award for his achievement in the filed of audience research. Gary received and Honorary
Doctoral Degree from Roger Williams University in May 2005, and is a Board Trustee at Roger
Williams University.



Document Created: 2010-03-12 15:58:16
Document Modified: 2010-03-12 15:58:16

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