Attachment Description of Trxn

This document pretains to SES-T/C-20101217-01556 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2010121701556_857267

                                                                          FCC Form 312
                                            Application for Pro Forma Transfer of Control
                                                                 News 12 Westchester, Inc.

                Description of Transaction and Public Interest Statement

News 12 Westchester, Inc. (the “Licensee”) is currently an indirect wholly-owned
subsidiary of Cablevision Systems Corporation (“Cablevision” or the “Company”).
Cablevision holds its interest in the Licensee through, among others, Rainbow Media
Holdings LLC (“RMH”), a wholly-owned indirect subsidiary of Cablevision. As part of
a corporate restructuring, RMH’s interest in the Licensee will be assumed by N12N LLC,
another wholly-owned indirect subsidiary of Cablevision. This is merely a change in
corporate structure. The ownership of Cablevision remains the same and there will be no
change in the management or operations of Cablevision in connection with the
transaction. The transfer of control of the Licensee therefore requires only pro forma
approval.1/ Prompt approval of this change in corporate form will enable Cablevision to
continue its 35-year track record of delivering quality service and innovative products to
its customers in today’s increasingly competitive environment, thereby serving the public
interest, convenience, and necessity.




1/
         See, e.g., 47 C.F.R. § 63.03(d) (defining pro forma transfers to include “corporate
reorganization which involves no substantial change in the beneficial ownership of the
corporation” and “assignment or transfer from a corporation to a wholly owned subsidiary thereof
or vice versa, or where there is an assignment from a corporation to a corporation owned or
controlled by the assignor stockholders without substantial change in their interests”), 47 C.F.R. §
73.3540(f) (listing pro forma transactions under broadcast ownership rules); Non-Substantial
Assignments of Wireless Licenses, 13 FCC Rcd 6293, 6297-99 (1998) (discussing Commission’s
reliance on broadcast ownership rules to identify pro forma wireless transfers).



Document Created: 2010-12-16 16:36:50
Document Modified: 2010-12-16 16:36:50

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