Attachment Attachment 1 SES-T/C-20120123-00085

Attachment Attachment 1

This document pretains to SES-T/C-20120123-00085 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2012012300085_936240

Description of Transaction

This Form 312 application seeks FCC consent to a pro forma transfer of control
of Providence Equity Partners VI L.L.C. (“PEP VI LLC” or “Transferor”), which indirectly
controls Newport Television License LLC (“Newport”), licensee of digital television stations and
the associated satellite earth station licenses listed in this application (“Newport Stations”). As a
result of a pro forma internal reorganization described below, Messrs. Jonathan M. Nelson,
Glenn M. Creamer and Paul J. Salem, the controlling members of PEP IV LLC, continue to
control PEP VI LLC but do so indirectly through their control of Transferee Providence
Managing Member L.L.C., rather than directly through their direct ownership of PEP VI LLC.1

As reflected in Diagram A below, before the pro forma corporate reorganization,
each of Messrs. Nelson, Creamer and Salem held a direct LLC membership interest in PEP VI
LLC, with each individually holding the power to bind the Transferor. PEP VI LLC is the sole
general partner (holding 100% of the voting interests) of Providence Equity GP VI L.P., which in
turn is the sole general partner (holding 100% of the voting interests) of Providence Equity
Partners VI (Umbrella US) L.P. Providence Equity Partners VI (Umbrella US) L.P. holds a
controlling (54.9%) voting interest in Newport TV HoldCo LLC, which is the indirect parent of
the licensees of the Newport Stations.

As reflected in Diagram B below, the pro forma reorganization does not alter the
ownership structure below PEP VI LLC. Messrs. Nelson, Creamer and Salem continue to
control PEP VI LLC, but do so indirectly rather than through their direct ownership of
Transferor. Pursuant to the pro forma reorganization, the LLC interests of Transferor previously
held by Messrs. Nelson, Creamer and Salem are held by Providence Fund Holdco (Domestic
ECI) L.P., whose sole general partner (holding 100% of the voting interests) is Providence
Managing Member L.L.C.2 Transferee Providence Managing Member L.L.C. in turn is owned
and controlled by Messrs. Nelson, Creamer and Salem, each sharing the power to bind the
company.

Newport is submitting this pro forma transfer application on a nunc pro tunc basis. The
stations that are subject of this application will be used in the same manner and for the same
purposes following the pro forma transfer of control as they were before the transfer of control.
Accordingly, the public interest would be served by prompt grant of this application.

1
In the course of preparing recently-filed 2011 biennial ownership reports for the Newport
Stations, it was determined that, subsequent to the reporting date of the prior ownership reports,
the interests of Messrs. Nelson, Creamer and Salem in PEP VI LLC had been restructured in
order to streamline the manner in which they hold their controlling interests in several affiliated
investment funds which, other than PEP VI LLC, do not hold interests in the Newport Stations.
2
Certain other entities directly or indirectly controlled by Messrs. Nelson, Creamer and
Salem that also have direct or indirect attributable interests in the Newport Stations, but that are
outside the control structure that is the subject of this application and are not affected by the
application, are not depicted in Diagram A or Diagram B.

DC: 4253167-1

Document Created: 2012-01-23 10:07:19
Document Modified: 2012-01-23 10:07:19

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