Attachment Exhibit F

This document pretains to SES-T/C-20110225-00219 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2011022500219_871569

FCC Form 312 Exhibit F February 2011 Page 1 of 3 Description of the Transaction and Public Interest Statement Starz Entertainment, LLC ("Starz Entertainment") holds the transmit/receive earth station licenses listed in this application. This application seeks the Federal Communications Commission's consent to the pro forma transfer of control of Starz's transmit/receive earth station licenses that wil result from the proposed split-off transaction described below. Description of the Transaction Starz Entertainment is an indirect, wholly-owned subsidiary of Liberty Media Corporation ("Liberty Media"). Liberty Media is a publicly-traded company that owns interests in a broad range of electronic retailing, media, communications and Internet businesses. Those interests are attributed to three tracking stock groups: (1) the Starz Group; (2) the Capital Group; and (3) the Interactive Group. Liberty Media currently has three tracking stocks: Liberty Starz common stock, Liberty Capital common stock and Liberty Interactive common stock, which track the Starz Group, the Capital Group and the Interactive Group, respectively. Liberty Media has announced that it wil split-off its Liberty Capital and Liberty Starz tracking stock groups from its Liberty Interactive tracking stock group. In the proposed split- off transaction, all of the outstanding shares of Liberty Capital tracking stock and Liberty Starz tracking stock wil be redeemed in exchange for shares of a newly formed company, Liberty Splitco, Inc. ("Liberty Splitco"). Liberty Splitco wil hold substantially all the assets and be subject to substantially all the liabilities currently attributed to the Libert Capital and Liberty Starz tracking stock groups. The common stock of Liberty Splitco wil be divided into two tracking stock groups, one tracking assets that are currently attributed to the Liberty Capital Group ("Splitco Capital Group") and the other tracking assets that are currently attributed to the Liberty Starz Group ("Splitco Starz Group"). In the redemption, holders of Liberty Capital tracking stock wil receive shares of Splitco Capital Group tracking stock and holders of Liberty Starz tracking stock wil receive shares of Splitco Starz Group tracking stock. After the redemption, Liberty Splitco and Liberty Media wil be separate public companies. The management teams of Liberty Media and Liberty Splitco each wil be comprised of a majority of the persons who currently comprise Liberty Media's management team. The initial board of directors of Liberty Splitco wil be comprised of a majority of the persons who currently comprise the board of directors of Liberty Media. The Proposed Transaction Wil Result in a Pro Forma Transfer of Control The Communications Act permits the use of pro form application procedures for transfer of control transactions that do not involve a "substantial change in ownership or control." See 47 D.S.C. §309(c)(2)(B); see also Stephen F. Sewell, Assignments and

FCC Form 312 Exhibit F February 2011 Page 2 of 3 Transfers of Control Under Section 310(d) of the Communications Act of 1934, 43 Fed. Comm. L.J. 277, 318-19 (1991). The FCC's broadcast rules list examples of transactions eligible for pro forma processing, including the following: · Corporate reorganization which involves no substantial change in the beneficial ownership of the corporation. . 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. See 47 C.F.R. §73.3540(f)(4) & (5); see also, WWOR-TV Inc., 6 FCC Rcd. 193 (1990), on recon., 6 FCC Rcd. 6569 (1991) (short-form application appropriate for spin off transactions; section 73.3540(f)(5) applies to transfers of control as well as assignments). The FCC has incorporated these standards for the pro forma treatment of qualifying assignment and transfer of control applications in its regulations governing non-broadcast services. See, e.g., Federal Communications Bar Association's Petition for Forbearance from Section 310(d) of the Communications Act Regarding Non-Substantial Assignments of Wireless Licenses and Transfers of Control and Personal Communications Industry Association's Broadband Personal Communications Services Allance's Petition for Forbearance for Broadband Personal Communications Services, 13 FCC Rcd. 6293 (1998), at ~8(for "common carrier transfers and assignments, we have applied the same standard that is set forth in Section 73.3540(f) of our broadcast rules, which identifies common categories of transactions...eligible for pro forma treatment); 47 C.F.R. §63.24(d) (same standards applied to international Section 214 authorizations). Thus, under the FCC's regulations and decisions, spin-off/split-off transactions involving a transfer from a corporation to a corporation owned or controlled by the transferor's stockholders without a substantial change in their interests, are considered pro forma in nature. The Proposed Transaction Wil Serve the Public Interest, Convenience and Necessity Liberty Media respectfully submits that the proposed transaction serves the public interest, convenience and necessity. The proposed split-off wil simplify the complexity associated with a three tracking stock structure, thereby improving transparency to the market, reducing the discounts at which the tracking stocks have been trading and encouraging investment in the stocks. The improved market recognition of the value of the businesses and assets attributed to Liberty Splitco and Liberty Media stocks resulting from the split-off wil provide Liberty Splitco and. Liberty Media with greater flexibilty in raising equity capital for growth and responding to strategic opportunities. Further, the split-off wil enable Liberty Splitco to pursue opportnities in the credit market for the benefit of the Capital and the Starz

FCC Form 312 Exhibit F February 2011 Page 3 of 3 Groups that may not be available if the current three tracking stock structure were to continue. Finally, the proposed split-off transaction wil not affect the operations associated with the earth station licenses held by Starz Entertainment.


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