Attachment Ex. F

This document pretains to SES-T/C-20121210-01138 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2012121001138_977360

FCC Form 312 Question A21 Exhibit F December 2012 Public Interest Statement The Outdoor Channel, Inc. (“Outdoor Channel”) holds a non-common carrier, fixed satellite service, transmit-receive earth station license (call sign E050285; file number SES-LIC-20051011-01398) which is used to distribute television programming. Outdoor Channel operates a national television network engaged in outdoor related lifestyle programming. Outdoor Channel currently is a directly owned subsidiary of OC Corporation. OC Corporation is a directly owned subsidiary of Outdoor Channel Holdings, Inc. In accordance with an Agreement and Plan of Merger by and among InterMedia Outdoor Holdings, Inc., Outdoor Merger Sub, LLC, Outdoor Merger Corp., Outdoor Channel Holdings, Inc. and InterMedia Outdoors Holdings, LLC dated as of November 15, 2012, and as described in detail in Exhibit E, the following two actions will occur: (1) Outdoor Merger Corp., an indirectly owned subsidiary of InterMedia Partners VII, L.P., will merge with and into Outdoor Channel Holdings, Inc., which shall be the surviving entity and (2) Outdoor Merger Sub, LLC, also an indirectly owned subsidiary of InterMedia Partners VII, L.P., will merge with and into InterMedia Outdoors Holdings, LLC, a directly owned subsidiary of InterMedia Partners VII, L.P. Upon consummation of this transaction, control of Outdoor Channel Holdings, Inc., and hence control of the earth station license held by its wholly owned subsidiary, Outdoor Channel, will be transferred to InterMedia Partners VII, L.P. By this Application, Outdoor Channel requests the Commission’s consent to transfer control of its non-common carrier earth station license. With the transfer of control to InterMedia Partners VII, L.P., Outdoor Channel will gain access to additional financial resources, which will enable it to better create programming and to enhance its ability to make the most effective use of its satellite earth station with regard to the distribution of television programming to the public. The transfer of control will be seamless to purchasers and viewers of Outdoor Channel’s programming and Outdoor Chanel will continue to operate without interruption. The parties to this Application respectfully submit that this transfer of control will therefore serve the public interest, convenience and necessity.


Document Created: 2012-12-03 18:51:16
Document Modified: 2012-12-03 18:51:16
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