Attachment Combined EX E& F

This document pretains to SES-T/C-20130125-00117 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2013012500117_982628

Combined Exhibits E and F The applicant respectfully requests approval of a transfer of control of the earth station license(s) (the "Earth Stations") as set forth in this application. This application is one of several applications being concurrently submitted to the Media Bureau and Wireless Bureau in connection with the transfer of control of Perpetual Corporation and Allholdco, Inc. as a result of the death of Mr. Joe L. Allbritton. Attached hereto is the exhibit being submitted to the Media Bureau describing the transaction. The Earth Stations are used in connection with the operations of one or more television stations listed in the attached Exhibit. Accordingly, grant of this application is in the public interest because it will allow the television stations to continue to use the Earth Stations to provide news, entertainment, and informational programming to their local audiences. Page 1

Exnlanation Resardine Transfer of Control Perpetual Corporation and Allholdco, Inc. are concurently filing seven related applications on FCC Form 316 and FCC Form 315 to transfer control of the following broadcast television stations, low power television stations, and television translators (the "Stations") as a result of the death of Mr. Joe L. Allbritton on December 12,20121 t:iffi'Ë:ffi'ffi,rffiffi ffiÏ'j:,Fi!:#)Wffiffi WCIV(TV) Charleston. South Carolina Charleston Television, LLC Allholdco.Inc. WSET-TV Lvnchburs. Virsinia WSET, Incorporated Perpetual Corp. WO5AA-D Roanoke, Virginia WSET. Incorporated Pemetual Corn. KATVITV) Little Rock. Arkansas KATV. LLC Pemetual Corp. WHTM-TV Harrisburs. Pennsvlvania Harrisburs Television. Inc. Pemetual Com. WJLA-TV Washinston. DC ACC Licensee. LLC Perpetual Corp. KTUL-TV Tulsa. Oklahoma KTUL, LLC Perpetual Corp. WCFT-TV Tuscaloosa" Alabama TV Alabama,Inc Perpetual Corp. WJSU-TV Anniston, Alabama TV Alabama.Inc. Perpetual Corp. WBMA.LD Birminsham. Alabama TV Alabama,Inc. Pemetual Com. As shown in the attached charts, prior to his death Mr. Allbritton directly and indirectly owned 72%o of the voting stock of Allholdco, Inc., which is the sole shareholder of Charleston Television, LLC, licensee of Station WCIV(TV). In addition, he owned 49%o of the stock of Perpetual Corporation, which is the ultimate parent of the licensees of the remaining Stations. Upon his death, Mr. Allbrifion's will created a new testamentary trust, the Barbara B. Allbritton Mariøl Trust (the "Trust"). Mr. Allbritton's wife and son, Barbara Allbritton and Robert Allbritton respectively, are the trustees of the Trust, but Ms. Allbritton has the power to appoint herself as sole trustee. As a result, Ms. Allbritton controls the Trust. Under the terms of Mr. Allbritton's will, the Trust inherited all of Mr. Allbritton's direct and indirect ownership interest in Perpetual Corporation and Allholdio, Inc. FCC Form 316: Perpetual Corporation Stations. Under Section 309(c)(2)(B) of the Communications Act of 1934, as amended, pro forma treatment of a transfer of control is appropriate if the transaction "does not involve a substa-ntial change of ownership or control."2 The Commission has declared that a transfer of control is not "substantial" - and, thus, a licensee may use FCC Form 316 - if (l) not more than 50 percent of the voting stock is changing hands as a result of the transaction and (2) the Commission has previously "passed upon" the person acquiring the stock in a o'long form" application on FCC Form 3 14 or Form 3 1 5.3 t This application is being filed on January 24,2013,pursuant to the request for extension of time submitted by letter dated January 14,2013. SeeLehter from Robert J. Folliard, counsel to Perpetual Corporation and Allholdco, Inc., to Marlene Dortch, Secretary, FCC (Jan. 14,2013). 2 47 u.s.c. 309(cX2XB) 3 Mrtromedia, Inc.,98FCC 2d 300, f8 (1984), recon. denied,56 RR 2d I198 (19S4). Page2

With respect to the Stations indirectly owned by Perpetual Corporation, FCC Form 316 is appropriate for this transaction. First, Mr. Allbritton only owned 49 percent of Perpetual Corporation and, thus, has transferred less than 50 percent of its voting stock. Second, the Commission has previously passed upon Ms. Allbritton's attributable interest in each of the Perpetual Corporation Stations in the "long form" applications listed below. Ms. Allbritton continuously has been an attributable officer and attributable director of each of the Perpetual Corporation Stations since consummation of the acquisition of each such Station. tfl itit-É##fi,, it*,Ilf Om :,.,*å.r' j'. . ., : .' H Tr : ii"r.ï *Nitë' üf#,ffiü*lTA{1,.i-l.,.Ì. .,1P,ä KATV(TV) KATV,Inc. Allbritton BALCT-I9821227LF 2lt4/83 Communications Co. KruL(TV) KTUL,Inc. Allbritton BALCT-1982t227Lt 2114183 Communications Co. WCFT(TV) WCFT License Allbritton BALCT-19951205KG 2/28196 Subsidiarv.Inc. Communications Co. WJSU-TV Flagship Broadcasting TV Alabama,Inc. BALCT-1999i I l6AJI U24100 Comoration WBMA-LD Shirlev H. James TV Alabama,Inc. BALTTL-19970513I8 7t0u97 WHTM-TV WHTM-TV,Inc. Allbritton BALCT.19951OI9KE 2/29196 Communications Co. WJLA-TV Washington Star Perpetual Corp. of BTC-7601 U2t/75 Communications- Inc. Delaware WSET.TV Washington Star Perpetual Corp. of BTC-1602 U21/75 Communications. Inc. Delaware WO5AA-D Washington Star Perpetual Corp. of BTC-j602 U2ll75 Communications. Inc. Delaware FCC Form 315: Allholdco, Inc. With respect to WCIV(TV), which is indirectly owned by Allholdco, Inc., FCC Form 315 is appropriate. Mr. Allbritton directly and indirectly owned 72 percent of the voting stock of Allholdco, Inc. Under the terms of his will, the Trust now controls that stock. Because more than 50 percent of the stock of Allholdco, Inc. has transferred to the Trust, Allholdco, Inc. must seek approval on a "long form" FCC Form 315. Moreover, at the speciflrc direction of the FCC staff, Allholdco, Inc. is only filing a single Form 315 for WCIV(TV); Allholdco, Inc. is not first seeking approval for this transfer of control on a Form 316 as an involuntary transfer of control. No Other Changes Proposed. Aside from reporting the death of Mr. Allbritton and transferring his interests in Perpetual Corporation and Allholdco, Inc. to the Trust, these transfers of control applications do not propose any other changes to the officers, directors, or other attributable interest holders in any Station. The Trust agreement and Mr. Allbritton's will are the only documents setting forth the terms of this transfer of control. Pursuant to Section 73.3613(b)(3xiii), Perpetual Corporation and Allholdco, Inc. will provide'a copy of the Trust agteement upon request from the Commission staff.a o 47 C.F.R. 973.3613(bx3)(iii) ("However, trust agreements or abstracts thereof are not required to be filed, unless requested specifically by the FCC."). Page 3

Allbritton Voting lnterests Prior to Death of Mr. Allbritton Barbara Allb¡itton 2008 Marital Trust Trustees: Robert Lewis Allbritton 1996 T¡usl Trustees:

Allbritton Voting lnterests After Death of Mr. Allbritton Barbara B Allbritton Marital Trust Allbritton 2008 Trustees: Robert Lewis Allbr¡tton 1996 Trust Trustees: Robert L. Allbr¡tton ACC Licensee, LLC (WJLA) Allf¡nco, lnc.


Document Created: 2013-01-25 07:55:14
Document Modified: 2013-01-25 07:55:14
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