Attachment Waiver Request

This document pretains to SES-T/C-20130928-00858 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2013092800858_1014284

                                                                   Raycom TV Broadcasting, LLC
                                                                                FCC Form 312
                                                                                      Exhibit F
                                          EXHIBIT F
                                         FCC Form 312
                                    Schedule A, Question A21

           Public Interest Statement and Description of Transaction; Waiver Request

                Raycom Media, Inc. (“Raycom”) owns, through various indirectly-owned license

subsidiaries, 40 full-power television stations (including satellite stations), and related earth

station facilities. This FCC Form 312 application notifies the FCC of the pro forma transfer of

control of these indirect license subsidiaries, from one Raycom subsidiary that indirectly owns

these license subsidiaries (Raycom TV Broadcasting, Inc., or “Transferor”, a Delaware

corporation) to another similarly-positioned Raycom subsidiary (TV Stations Holdings, LLC, or

“Transferee”, a Delaware limited liability company).

                As shown in the attached “Before” diagram, the stations that are the subject of the

application are licensed to license subsidiaries that are indirectly owned by Raycom TV

Broadcasting, LLC, a Delaware limited liability company, which in turn was a wholly-owned

subsidiary of Transferor.1 As shown in the attached “After” diagram, depicting the post-

consummation control structure, the stations continue to be indirectly owned by Raycom TV

Broadcasting, LLC, which in turn is a wholly-owned subsidiary of Transferee. Raycom owned

100% of Transferor (77.41% directly, with the remaining interest held indirectly, through a




1
  Transferor was merged with and into Transferee effective December 31, 2012, with Transferee
being the surviving entity. In the course of preparing biennial ownership reports that will be due
later this year, Raycom discovered that FCC Form 312 applications were not previously filed for
this internal restructuring. Raycom regrets this inadvertent oversight and requests that this
notification be accepted nunc pro tunc. Raycom respectfully seeks a waiver of § 25.119 of the
FCC’s rules, to the extent necessary, and notifies the FCC of the transfer of control which
became effective on December 31, 2012, so that the Commission’s records will reflect the pro
forma internal reorganization discussed herein.



DC: 5011375-2


                                                                   Raycom TV Broadcasting, LLC
                                                                                FCC Form 312
                                                                                      Exhibit F
                                                                                         Page 2

 wholly-owned sister subsidiary). Likewise, Raycom owns 100% of Transferee (77.41% directly,

 with the remaining interest held indirectly, through a wholly-owned sister subsidiary).2

         This notification and its 3 companion notifications concern 4 indirect license subsidiaries

 of Raycom TV Broadcasting, LLC. Substantively identical transfer notifications on FCC Form

 312 are being filed concurrently for two license subsidiaries indirectly owned by Cosmos

 Broadcasting, LLC (“Cosmos”) that hold earth station registrations. Cosmos is also an indirect,

 wholly-owned subsidiaries of Raycom.

                  The Stations that are subject to this notification will be used in the same manner

 and for the same purposes following the pro forma transfer of control as they were before the

 transfer of control. Accordingly, the public interest would be served by prompt processing of this

 notification.

         Including this notification, the 4 FCC Form 312 notifications for subsidiaries of Raycom
 TV Broadcasting, LLC cover the below licensees and stations.


                 Licensee                     Earth Station Call Sign          TV Station Call Sign
                                                                                         &
                                                                                  City of License
1. KLTV/KTRE License Subsidiary,          E7413 Receive-Only (TVRO)            2. KLTV/KTRE
LLC                                       Earth Station                        License Subsidiary,
                                                                               LLC
2. WAVE License Subsidiary, LLC           E910351 Receive-Only (TVRO)          WAVE
                                          Earth Station                        Louisville, KY
3.WIS License Subsidiary, LLC             E6078 Receive-Only (TVRO)            WIS
                                          Earth Station                        Columbia, SC
4. WLOX License Subsidiary, LLC           E050212 Receive-Only (TVRO)          WLOX
                                          Earth Station                        Biloxi, MS


 2
  Liberty TV Group, LLC (“Liberty”) owns the other 22.59% of Transferee. Liberty is a single-
 member LLC whose sole member is Raycom.


                                                               Raycom TV Broadcasting, LLC
                                                                            FCC Form 312
                                                                                  Exhibit F
                                                                                     Page 3

              The applicants respectfully request that all of these notifications be processed and

approved concurrently.


                                                         BEFORE

                                 Raycom Media, Inc.

                77.41 (remaining interest held indirectly                       77.41 (remaining interest held indirectly through Liberty
                through a sister, wholly-owned subsidiary)                      TV Group, LLC (100% owned by Raycom Media, Inc.))


                                 Raycom TV Broadcasting, Inc.          TV Stations Holdings, LLC
                                 (Transferor)


                                 Raycom TV Broadcasting, LLC



                                 Operating subsidiaries (including 9 FCC licensees
                                 that hold earth station registrations)




DC: 5011375-2


                     AFTER

Raycom Media, Inc.

                          77.41 (remaining interest held indirectly through Liberty
                          TV Group, LLC (100% owned by Raycom Media, Inc.))

TV Stations Holdings, LLC
(Transferee)


Raycom TV Broadcasting, LLC



Operating subsidiaries (including 9 FCC licensees
that hold earth station registrations)



Document Created: 2013-09-27 10:10:19
Document Modified: 2013-09-27 10:10:19

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