Attachment Exhibit F

This document pretains to SES-T/C-20111130-01416 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2011113001416_926761

Exhibit F DESCRIPTION OF THE PROPOSED PRO FORMA ASSIGNMENT AND PUBLIC INTEREST STATEMENT1 This application seeks Commission consent to the pro forma transfer of control and assignments of the licenses and applications listed in this application as a result of an internal corporate reorganization among DIRECTV and certain of its wholly-owned subsidiaries, including DIRECTV Enterprises, LLC (“Enterprises”), DIRECTV, Inc. (“DTVI”),2 and LABC Productions, LLC (“LABC”), each of which holds at least one Commission license.3 This transaction will: (1) transfer the licenses held by DTVI and LABC into Enterprises, which already holds the vast majority of licenses under DIRECTV’s control; and (2) add a new, intermediate limited liability entity—to be named DIRECTV, LLC (“New LLC”)—between Enterprises and its ultimate parent, DIRECTV. Thus, both ultimate control of the licenses and 100 percent indirect ownership of each license will remain with DIRECTV and its shareholders. As such, this transaction qualifies as a non-substantial, or pro forma, transfer of control under the Commission’s rules. 4 I. Background and Existing Corporate Structure The vast majority of DIRECTV’s satellite and radio licenses are now held by Enterprises, a Delaware limited liability corporation. As set forth in Figure 1, below, Enterprises directly and wholly owns both DTVI, a California corporation, and DIRECTV Operations, LLC (“Operations”), a California limited liability company. DTVI, in turn, indirectly wholly owns LABC, a California limited liability company. Enterprises is directly wholly owned by DIRECTV Holdings, LLC (“Holdings”), a Delaware limited liability company. Holdings is directly wholly owned by The DIRECTV Group, Inc. (“DTVG”), a Delaware corporation. DTVG is indirectly wholly owned by DIRECTV, a Delaware corporation. DIRECTV in turn is owned by its shareholders, a large and diverse group primarily composed of institutional and other public shareholders. 1 Enterprises also holds one blanket earth station license for up to one million earth stations to communicate with the D1R satellite in the Ku-Band at 72.5º W.L. See SES-MFS-20061213-02157, call sign E040024. However, Enterprises intends to cease service under that blanket license prior to consummating the transaction at issue in this application. 2 DTVI also holds a license with a separate FCC Registration Number—6400899—that is designated as “DIRECTV-LABC.” As DTVI holds the license, and DIRECTV-LABC is not itself a corporate entity, DTVI is the applicant with respect to that license. 3 47 C.F.R. §25.119. 4 To the extent that Enterprises has received authority to operate any of the licenses identified in this application under special temporary authority at the time this assignment is consummated, DIRECTV requests a determination by the Commission that the grant of this Application includes authority for DIRECTV to assign such temporary authorizations.

Figure One: Existing Corporate Structure (Abbreviated) DiRECTV Eiess DTVI (Licenses) es IL Description of Transaction and Public Interest Benefits In a series of interrelated transactions, DIRECTV will: (1) merge DTVI into Operations; (2) Rename Operations as New LLC; (3) place newly—named New LLC between Holdings and Enterprises; and (4) reassign certain company functions between New LLC and Enterprises— including assigningall licenses now held by DTVI and LABC to Enterprises. DIRECTV‘s new abbreviated corporate structure will look as follows:

Figure Two: Post Transaction Corporate Structure DIRECTV Enterpnses (L1censes) LABC (no hcense) As discussed above, each of the licenses referenced in this transaction will remain with entities ultimately wholly owned by DIRECTV. Indeed, most will remain with Ente1prises itself (while the remainder will be assigned to Ente1prises). As such, this proposed transaction qualifies for pro forma treatment by the Commission. The proposed c01porate reorganization will permit DIRECTV to operate more efficiently. Moreover, from a regulat01y perspective, it will enable DIRECTV to consolidate licenses that are now held by three separate, wholly-owned c01p orate entities (Ente1prises, DTVI, and LABC) into a single entity, Ente1prises, thereby simplifying regulat01y compliance. Accordingly, Ente1prises respectfully requests that the Commission consent to the proposed pro forma transfer and assignment.

Authorizations to be Transferred International Bureau Authorizations Licensee/Registrant Call Sign DIRECTV Enterprises, LLC Satellite Space Stations-DBS S2430 S2455 S2632 S2669 S2673 S2693 DIRECTV Enterprises, LLC S2132 Satellite Space Stations – Ka-Band S2133 S2191 S2797 S2711 S2712 S2796 S2640 S2641 S2689 DIRECTV Enterprises, LLC E010129 Satellite Earth Stations – Transmit/Receive E010130 E010237 E020172 E020241 E020242 E030105 E030117 E050112 E050113 E050121 E050122 E050229 E050230 E050255 E050286 E060014 E060187 E060188 E060236

E060298 E060299 E060441 E070002 E070023 E070027 E070073 E070074 E070111 E070122 E070123 E080025 E080026 E080027 E080028 E080056 E080057 E090024 E090025 E090068 E090076 E090088 E090107 E090173 E100079 E100080 E100119 E100120 E100121 E100122 E110004 E930191 E930229 E930304 E930485 E950349 E980285 E990159 E990545 DIRECTV Enterprises, LLC E050340 Satellite Earth Stations – Transmit Only DIRECTV Enterprises, LLC E040179 Satellite Earth Stations – Receive Only E040180 E090069

E980170 E980341 DIRECTV Enterprises, LLC WPZC401 Radio Service YG Authorizations to be Assigned International Bureau Authorizations Licensee/Registrant Call Sign DIRECTV, Inc. (a/k/a DIRECTV – LABC) WPTZ691 Land Mobile Radio LABC Productions, LLC WQIU946 Radio Service LP DIRECTV Inc. WQHM919 Radio Service IG


Document Created: 2019-04-11 00:37:12
Document Modified: 2019-04-11 00:37:12
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