Attachment Description

This document pretains to SES-T/C-20120314-00264 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2012031400264_942958

                                                                             FCC Form 312
                                                                               March 2012


                                Description of the Transaction

        This application seeks the Commission’s consent, nunc pro tunc, to the pro forma
transfer of control of Journal Broadcast Corporation, the licensee of the earth stations
subject to this application, from The Journal Company to Journal Communications, Inc.

       Prior to the merger discussed herein, Journal Communications, Inc. was the sole
stockholder of The Journal Company and The Journal Company was the sole stockholder
of Journal Broadcast Corporation.

        The Journal Company merged with and into its sole shareholder, Journal
Communications, Inc. Subsequent to that merger, Journal Communications, Inc. is the
sole stockholder of Journal Broadcast Corporation. Each of the former officers and
directors of The Journal Company was, and continues to be, an officer or director of
Journal Communications, Inc.

       Although this merger was effective as of December 25, 2011, the Commission’s
consent to the pro forma transfer of control of Journal Broadcast Corporation that resulted
from this merger was inadvertently not obtained prior to the transaction. The parties to the
application therefore request that the Commission approve the transfer of control nunc pro
tunc.

        The following charts depict the ownership of Journal Broadcast Corporation before
and after the merger.

     Pre-Merger Structure                               Post-Merger Structure

Journal Communications, Inc.                          Journal Communications, Inc.

                100%                                                  100%

   The Journal Company
                                                      Journal Broadcast Corporation
                100%                                      (Various FCC Licenses)
Journal Broadcast Corporation

    (Various FCC Licenses)




305485



Document Created: 2012-03-07 12:03:15
Document Modified: 2012-03-07 12:03:15

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