Attachment Exhibit F

This document pretains to SES-T/C-20121129-01067 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2012112901067_976656

FCC Form 312 November 2012 Exhibit F Description of the Transaction and Public Interest Statement This application is one of four applications seeking the Commission’s consent to a pro forma reorganization of the ownership of Bahakel Communications, Ltd. (“Bahakel”), the parent company of Tennessee Broadcasting Partners, Alabama Broadcasting Partners, South Carolina Broadcasting Partners and North Carolina Broadcasting Partners (the “Applicants”). This reorganization was intended to address estate planning and implementation issues, and was undertaken on the advice of trust and estates counsel. Each of the Applicants is an indirect, wholly owned subsidiary of Bahakel. The applicants hold the following earth station authorizations: Entity Authorization Tennessee Broadcasting Partners Receive-only Earth Station E060340 Alabama Broadcasting Partners Transmit-receive Earth Station E970420 South Carolina Broadcasting Partners Transmit-receive Earth Station E970422 North Carolina Broadcasting Partners Receive-only Earth Station E060007 The reorganization effected two changes to the ownership of Bahakel and, therefore, to the ownership of the Applicants. First, Voting Stock, LLC, a North Carolina limited liability company, was created as a single member limited liability company wholly owned by the Cy N. Bahakel Trust Dated January 12, 2005 (the “CNB Trust”). The CNB Trust was the sole member and interest holder of Voting Stock, LLC, and Beverly B. Poston, the sole trustee of the CNB Trust, became the sole voting manager of Voting Stock, LLC. The CNB Trust, which owned 100 percent of the voting stock of Bahakel, contributed all of the voting stock of Bahakel to Voting Stock, LLC. In the second step of the reorganization, the CNB Trust transferred all of the membership interests of Voting Stock, LLC, to the 2000 Bahakel Descendents Trust, an Alaska trust. The sole Investments and Benefits Trustee of the 2000 Bahakel Descendents Trust is Ms. Poston, and she remains as the sole manager of Voting Stock, LLC. Applications for consent to pro forma transfers of control of the broadcast licenses held by the Applicants for these two steps were approved by the Commission on June 16 and December 2, 2008. See, e.g., File Nos. BTCCT-20080604ACD and BTCCT-20081121AKZ. Pursuant to those consents, the transfers were consummated in 2008. Applicants recently discovered that they had inadvertently failed to apply for consent for the pro forma transfer of control of the earth station authorizations listed above, and therefore now are seeking the required consent. They request that the consent be granted nunc pro tunc.


Document Created: 2012-11-28 18:29:08
Document Modified: 2012-11-28 18:29:08
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