Attachment ComprehensiveExhibit

This document pretains to SES-T/C-20121002-00895 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2012100200895_968064

FCC Form 312 Comprehensive Exhibit Page 1 of 12 Comprehensive Exhibit to FCC Form 312 Overview: This application and related applications being filed concurrently herewith seek Commission consent to the pro forma transfer of control of the licensee subsidiaries of ION Media Networks, Inc. (“ION”) which hold the licenses listed on Attachment A hereto. This pro forma transfer will result from a transfer of stock held in Media Holdco Parent, Inc. (“Media Holdco Parent”), a corporation that indirectly controls ION. The stock interest in Media Holdco Parent to be transferred amounts to less than 50% of the voting rights in Media Holdco Parent; and, following consummation of the transfer, more than 50% of the voting rights in Media Holdco Parent will continue to be held by persons previously approved by the Commission in a long-form application. Accordingly, the proposed transfer fully meets the Commission’s requirements for the use of pro forma procedures. Both before and after consummation of the pro forma transfer, 1 Media Holdco Parent will have three voting shareholders, each of which previously has been approved in a long-form application 2: (1) BD ION Media GP Holdings LLC (“Black Diamond), (2) Avenue ION Holdings, L.P. (“Avenue”), and (3) Trilogy ION, LLC (“Trilogy”). The following table shows the changes in voting rights for each of the three shareholders of Media Holdco Parent as a result of the proposed transaction 3: Stockholders of Voting Rights Prior to Range of Voting Rights Media Holdco Parent Consummation After Consummation BD ION Media GP Holdings LLC 44.8% 62.3%-93% Avenue ION Holdings, L.P. 39.8% 27.2% - 5% Trilogy ION, LLC 15.4% 10.5% - 2% The parties propose to effectuate the transaction through a partial redemption of the stock that Avenue and Trilogy hold in Media Holdco Parent. Thus, at the consummation of the transaction, Media Holdco Parent will purchase from Avenue and Trilogy and remove from circulation enough shares of its own issued and outstanding stock to cause Black Diamond’s voting rights in Media Holdco Parent to increase, at the most, from 44.8% to 93%, representing a maximum change of 48.2%. As a result, Black Diamond will acquire positive control of Media 1 Attachment B depicts the control structure of Media Holdco Parent as approved by the FCC in 2009. Media Holdco Parent currently holds an 86.8% indirect voting interest in ION. Attachment C depicts the control structure of Media Holdco Parent upon consummation of the proposed transfer. Attachment D sets forth the required ownership information for Black Diamond and the other parties to the application. 2 See, e.g., FCC File No. BTCCDT-20090901ABT. 3 The agreement to effectuate the proposed transaction provides that the exact percentage of voting rights in Media Holdco Parent that may be held by each of the parties upon consummation may vary in certain circumstances. Consequently, the instant application reports the range of potential percentages of voting rights that each party may hold upon consummation of the proposed transfer.

FCC Form 312 Comprehensive Exhibit Page 2 of 12 Holdco Parent as its single majority shareholder, and the stock interests that Avenue and Trilogy would continue to hold in Media Holdco Parent no longer would be attributable. 4 Moreover, upon the increase of its interest to 93% upon consummation of the transaction, Black Diamond will exercise indirect positive control of ION and its licensee subsidiaries. In sum, the transaction involves a transfer of less than 50% (i.e., 48.2% at the most) of the voting rights in the issued and outstanding stock of Media Holdco Parent and also does not result in the transfer of more than 50% of the voting rights of ION or its licensee subsidiaries. 5 Moreover, following the consummation of the transaction, more than 50% -- indeed, 100% -- of the stock of Media Holdco Parent will continue to be held by persons previously approved on a long-form application. The Commission thus may process this application under pro forma procedures on Form 316. 6 Denied Applications. On December 8, 1995, the FCC denied the application (BML-951016AD) of L. Paxson, Inc. (an entity under common control with the licensee), licensee of WFTL(AM), Ft. Lauderdale, Florida (formerly Paxson Miami License, L.P.), for a modification of license and waiver of the main studio rule. On February 12, 2006, an appeal of that decision was filed with the Commission; that appeal remains pending. The licensee and its parent entities no longer have an interest in that station. Public Interest Statement. Each earth station is used in connection with the broadcast operations of a commercial TV station, ultimately owned by ION, for news gathering and coverage of events of interest to the local community. After consummation of the proposed transaction pursuant to prior FCC approval, each earth station will be used in the same manner and for the same purposes as before the proposed transaction. Accordingly, grant of this FCC Form 312 would serve the public interest. 4 If Black Diamond’s interest increases to 93% at closing, the parties intend to enter into a separate put/call agreement pursuant to which the non-attributable voting interests in Media Holdco Parent held by Avenue and Trilogy may be transferred back to Media Holdco Parent. Exercise of put and call options will be discretionary and cannot be exercised earlier than 180 days after the proposed transaction has been consummated. 5 Indeed, at the time the proposed transaction is consummated, as a result of its position as single majority shareholder of Media Holdco Parent (the corporation that indirectly controls ION), Black Diamond will be deemed to hold a 86.8% voting interest in ION, which is 43.1% greater than its previously-approved 43.7% voting interest in ION and its licensee subsidiaries. 6 See Barnes Enterprises, Inc., 55 FCC 2d 721, 725 (1975) (“Through long administrative interpretation, the test for substantiality is generally: (a) whether 50 percent or more of the stock is being transferred, and (b) whether, as a result of the transaction, 50 percent or more of the outstanding stock will be held by a person or persons whose qualifications have not been approved or passed on in a long form application for the particular station involved.”); see also In Re Reading Broadcasting, Inc., 17 FCC Rcd 14001, 14018 (2002) (citing Barnes test for substantiality).

FCC Form 312 Comprehensive Exhibit Page 3 of 12 ATTACHMENT A Name of Entity Call Sign Type of Facility ION Media Tampa License, Inc. E920199 Transmit-Receive Satellite Earth Station ION Media Houston License, Inc. E900563 Receive-Only Satellite Earth Station

FCC Form 312 Comprehensive Exhibit Page 4 of 12 ATTACHMENT B

FCC Form 312 Comprehensive Exhibit Page 5 of 12 ATTACHMENT C

FCC Form 312 Comprehensive Exhibit Page 6 of 12 ATTACHMENT D This Attachment D sets forth the following information for BD ION Media GP Holdings LLC and the other parties to the application: (1) Name & Address; (2) Citizenship; (3) Positional Interest; and (4) Percentage of Votes. Except as otherwise noted below, any equity interests not disclosed herein are held by individuals or entities that have been insulated under the FCC’s rules and are not attributable under the FCC’s rules. 7 Ownership Structure of ION Media Networks, Inc. 8 Name & Address Citizenship Positional Percentage of Interest Votes of ION Media Holdco, LP U.S. Single 86.8% c/o Tom Davidson Majority 1333 New Hampshire Ave., NW Shareholder Washington, DC 20036 R. Brandon Burgess U.S. President, 0% 44 Cocoanut Row Chief Apt. B-605 Executive Palm Beach, FL 33480-4069 Officer, Director Jeffrey J. Quinn U.S. Treasurer 0% 936 SW All American Blvd. Palm Beach City, FL 34990 William L. Watson U.S. Vice 0% 117 Satinwood Lane President and Palm Beach Gardens, FL 33410 Assistant Secretary Marc Zand U.S. Vice 0% 19408 Presidential Way President North Miami Beach, FL 33179 7 This Attachment D does not include a column for Percentage of Total Assets (equity debt plus) because no entity or individual will hold an attributable interest in ION solely as a result of the Commission’s equity debt plus rule. 8 Attachment A hereto lists the licensee subsidiaries of ION. If Black Diamond obtains a 93% interest in Media Holdco Parent, the ION board will consist of five individuals, Brandon Burgess (the chief executive officer of ION), two directors appointed by Black Diamond, and two other independent directors appointed by Black Diamond but unaffiliated with Black Diamond. If Black Diamond obtains a 62.3% interest in Media Holdco Parent, four of the eight directors on the board of ION will be appointed by Black Diamond, two of the directors on the ION board will continue to be appointed by Avenue, one of the directors on the ION board will continue to be appointed by Trilogy, and the remaining director on the ION board will be Brandon Burgess (the chief executive officer of ION).

FCC Form 312 Comprehensive Exhibit Page 7 of 12 Name & Address Citizenship Positional Percentage of Interest Votes of ION Stephen H. Deckoff U.S. Director 0% One Sound Shore Drive Suite 200 Greenwich, Connecticut 06830 Christopher W. Parker U.S. Director 0% One Sound Shore Drive Suite 200 Greenwich, Connecticut 06830 Kay Koplovitz U.S. Director 0% 156 West 56th Street 56th Floor New York, New York 10019 Carl Vogel U.S. Director 0% 255 Clayton Street Suite 301 Denver, Colorado 80206 Ownership Structure of Media Holdco, LP Name & Address Citizenship Positional Percentage of Interest Votes of Media Holdco, LP Media Holdco GP, LLC U.S. General 100% c/o Tom Davidson Partner 1333 New Hampshire Ave., NW Washington, DC 20036 Ownership Structure of Media Holdco GP, LLC Name & Address Citizenship Positional Percentage of Interest Votes of Media Holdco GP, LLC Media Holdco Parent, Inc. U.S. Sole Member 100% c/o Tom Davidson 1333 New Hampshire Ave., NW Washington, DC 20036

FCC Form 312 Comprehensive Exhibit Page 8 of 12 Ownership Structure of Media Holdco Parent, Inc. 9 Name & Address Citizenship Positional Range of Interest Voting Percentages of Media Holdco Parent, Inc. Avenue ION Holdings, L.P. U.S. Shareholder 27.2% - 5% 399 Park Avenue, 6th Floor New York, New York 10022 BD ION Media GP Holdings U.S. Shareholder 62.3% - 93% LLC 1 Sound Shore Drive, Suite 200 Greenwich, CT 06830 Trilogy ION, LLC U.S. Shareholder 10.5% - 2% 33 Benedict Place, 1st Floor Greenwich, CT 06830 Stephen H. Deckoff U.S. President and 0% One Sound Shore Drive Director Suite 200 Greenwich, Connecticut 06830 Christopher W. Parker U.S. Director 0% One Sound Shore Drive Suite 200 Greenwich, Connecticut 06830 Andrew M. Cohen U.S. Director 0% One Sound Shore Drive Suite 200 Greenwich, Connecticut 06830 9 If Black Diamond obtains a 93% interest in Media Holdco Parent, the board of Media Holdco Parent will consist of three individuals appointed by Black Diamond. If Black Diamond obtains a 62.3% interest in Media Holdco Parent, four of the seven directors on the board of Media Holdco Parent will be appointed by Black Diamond.

FCC Form 312 Comprehensive Exhibit Page 9 of 12 Ownership of Avenue ION Holdings, L.P. Name & Address Citizenship Positional Percentage of Interest Votes of Avenue ION Holdings, L.P. Avenue ION Holdings GenPar, U.S. General 100% LLC Partner 399 Park Avenue, 6th Floor New York, New York 10022 Avenue ION Holdings GenPar, LLC Name & Address Citizenship Positional Percentage of Interest Votes of Avenue ION Holdings GenPar, LLC Avenue ION Holdings GL, LLC U.S. Sole Member 100% 399 Park Avenue, 6th Floor New York, New York 10022 Avenue ION Holdings GL, LLC Name & Address Citizenship Positional Percentage of Interest Votes of ION Marc Lasry U.S. Managing 27.2% - 5% 399 Park Avenue, 6th Floor Member New York, New York 10022

FCC Form 312 Comprehensive Exhibit Page 10 of 12 Ownership of BD ION Media GP Holdings LLC Name & Address Citizenship Positional Percentage of Interest Votes of BD ION Media GP Holdings LLC BDCM Opportunity Fund II U.S. Member/ 85.2% Adviser, L.L.C. Manager 1 Sound Shore Drive, Suite 200 Greenwich, CT 06830 BDCM Fund Adviser, L.L.C. U.S. Member/ 14.8% 1 Sound Shore Drive, Suite 200 Manager Greenwich, CT 06830 BDCM Opportunity Fund II Adviser, L.L.C. Name & Address Citizenship Positional Percentage of Interest Votes of BDCM Opportunity Fund II Adviser, L.L.C Black Diamond Capital Holdings, U.S. Member/ 100% L.L.C. Manager 1 Sound Shore Drive, Suite 200 Greenwich, CT 06830 Stephen H. Deckoff U.S. Managing 0% 1 Sound Shore Drive, Suite 200 Principal Greenwich, CT 06830

FCC Form 312 Comprehensive Exhibit Page 11 of 12 BDCM Fund Adviser, L.L.C. Name & Address Citizenship Positional Percentage of Interest Votes of BDCM Fund Adviser, L.L.C. Black Diamond Capital Holdings, U.S. Member/ 100% L.L.C. Manager 1 Sound Shore Drive, Suite 200 Greenwich, CT 06830 Stephen H. Deckoff U.S. Managing 0% 1 Sound Shore Drive, Suite 200 Principal Greenwich, CT 06830 Black Diamond Capital Holdings, L.L.C. Name & Address Citizenship Positional Percentage of Interest Votes of ION SD Capital Management, LLC 10 U.S. Manager 86.8% 1 Sound Shore Drive, Suite 200 Greenwich, CT 06830 SD Investments, LLC 11 U.S. Non- 0% 1 Sound Shore Drive, Suite 200 Managing Greenwich, CT 06830 Member Nahas Holdings LLC12 U.S. Non- 0% 1 Sound Shore Drive, Suite 200 Managing Greenwich, CT 06830 Member L. Meier Holdings LLC 13 U.S. Non- 0% 1 Sound Shore Drive, Suite 200 Managing Greenwich, CT 06830 Member 10 The sole member/general manager of SD Capital Management, LLC is Stephen H. Deckoff. 11 The sole member/general manager of SD Investments, LLC is Stephen H. Deckoff. 12 The sole member/manager of Nahas Holdings LLC is Mounir Nahas, a U.S. citizen. The address for Mounir Nahas is 1 Sound Shore Drive, Suite 200, Greenwich, CT 06830.

FCC Form 312 Comprehensive Exhibit Page 12 of 12 Name & Address Citizenship Positional Percentage of Interest Votes of ION AHM Consulting LLC 14 U.S. Non- 0% 1 Sound Shore Drive, Suite 200 Managing Greenwich, CT 06830 Member Ownership of Trilogy ION, LLC Name & Address Citizenship Positional Percentage of Interest Votes of Trilogy ION, LLC Trilogy Capital, LLC U.S. Managing 100% 33 Benedict Place, 1st Floor Member Greenwich, CT 06830 Trilogy Capital, LLC Name & Address Citizenship Positional Percentage of Interest Votes of ION Jonathan Rosenstein U.S. Managing 10.5% - 2% 33 Benedict Place, 1st Floor Member Greenwich, CT 06830 13 The sole member/manager of L. Meier Holdings LLC is Leslie A. Meier, a U.S. citizen. The address for Leslie A. Meier is 1 Sound Shore Drive, Suite 200, Greenwich, CT 06830. 14 The sole member/manager of AHM Consulting LLC is Michael P. Moreno, a U.S. citizen. The address for Michael P. Moreno is 1 Sound Shore Drive, Suite 200, Greenwich, CT 06830.


Document Created: 2012-10-01 10:55:42
Document Modified: 2012-10-01 10:55:42
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