Attachment Exhibit A

This document pretains to SES-T/C-20130316-00253 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2013031600253_990212

Exhibit A Description of the Transaction This application seeks consent to transfer control of Satellite Earth Station License E050285 from Outdoor Channel Holdings, Inc., a Delaware corporation (“Outdoor Channel”), to Kroenke Sports & Entertainment, LLC, a Delaware limited liability company (“KSE”). On March 13, 2013, Outdoor Channel entered into a definitive merger agreement (the “KSE Merger Agreement”) with KSE and KSE Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of KSE (“Merger Sub”). Under the terms of the KSE Merger Agreement, at the closing, Merger Sub will merge with and into Outdoor Channel, with Outdoor Channel as the surviving corporation (the “KSE Merger”). As a result of the consummation of the KSE Merger, Outdoor Channel will become a wholly owned subsidiary of KSE and shares of Outdoor Channel common stock will no longer be listed for trading on NASDAQ. Prior to entering into the KSE Merger, Outdoor Channel had entered an Agreement and Plan of Merger, dated as of November 15, 2012, among InterMedia Outdoors Holdings, LLC, InterMedia Outdoor Holdings, Inc., Outdoor Merger Sub, LLC and Outdoor Merger Corp (“Intermedia Agreement”). On February 19, 2013, the Commission approved the assignment of Satellite Earth Station License E050285 from Outdoor Channel to InterMedia Partners VII, L.P.1 This transaction has not been consummated and, in light of Outdoor Channel’s subsequent agreement to enter into the KSE Merger, will not be consummated. Pursuant to the terms of the KSE Merger, the applicants seek approval to transfer control of Satellite Earth Station License E050285 from Outdoor Channel to KSE. 1 See Federal Communications Commission, Public Notice, Report No. SES-01529 (Feb. 20, 2013), available at http://licensing.fcc.gov/ibfsweb/ib.page.FetchPN?report_key=986018.


Document Created: 2013-03-15 20:11:44
Document Modified: 2013-03-15 20:11:44
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