Attachment Exhibit F

This document pretains to SES-T/C-20131001-00849 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2013100100849_1014277

                                                                   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 seeks FCC consent to 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
application be accepted nunc pro tunc. Raycom respectfully seeks a waiver of § 25.119 of the
FCC’s rules, to the extent necessary, and consent to 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: 5009708-1


                                                                  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 application and its 18 companion applications concern 19 indirect license

 subsidiaries of Raycom TV Broadcasting, LLC. Substantively identical transfer applications on

 FCC Form 312 are being filed concurrently for the three license subsidiaries indirectly owned by

 Cosmos Broadcasting, LLC (“Cosmos”) and two license subsidiaries indirectly owned by

 Raycom Holdings, LLC, (“Raycom Holdings”) that hold earth station authorizations. Both

 Cosmos and Raycom Holdings are also indirect, wholly-owned subsidiaries of Raycom.

                 The Stations that are subject to this application 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 consent to this

 application.

        Including this instant application, the 19 FCC Form 312 applications 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. KFVS License Subsidiary, LLC          E030079 Temporary Fixed Earth        KFVS-TV
                                         (T/R Truck)                          Cape Girardeau, MO
2. KLTV/KTRE License Subsidiary,         E110184 DSNG Transmit-Only           KLTV
LLC                                      Truck Earth Station                  Tyler, TX
3. KOLD License Subsidiary, LLC          E030021 Satellite Earth Station      KOLD-TV
                                         Uplink                               Tucson, AZ
4. KSLA License Subsidiary, LLC          E000525 Transmit/Receive Earth       KSLA
                                         Station                              Shreveport, LA

 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

             Licensee                      Earth Station Call Sign          TV Station Call Sign
                                                                                      &
                                                                               City of License
5. WAFB License Subsidiary, LLC        E950495 Transmit/Receive Earth       WAFB
                                       Station                              Baton Rouge, LA
                                       E030081 Temporary Fixed
                                       (Transportable) Earth Station
6. WAFF License Subsidiary, LLC        E080241 Satellite Truck License      WAFF
                                                                            Huntsville, AL
7. WALB License Subsidiary, LLC        E050315 Transmit/Receive Earth       WALB
                                       Station
                                                                            Albany, GA
8. WAVE License Subsidiary, LLC        E120214 Satellite Earth Station      WAVE
                                       (T/R truck)                          Louisville, KY
9. WBTV License Subsidiary, LLC        E8184 Transmit-Only Earth            WBTV
                                       Station                              Charlotte, NC
10. WCSC License Subsidiary, LLC       E950481 Transmit-Only Earth          WCSC-TV
                                       Station                              Charleston, SC
11.WDAM License Subsidiary, LLC        E950024 Transmit-Receive Earth       WDAM-TV
                                       Station                              Laurel, MS
12.WIS License Subsidiary, LLC         E881120 Transmit/Receive Earth       WIS
                                       Station                              Columbia, SC
13. WLOX License Subsidiary, LLC       E890217 Transmit/Receive Earth       WLOX
                                       Station                              Biloxi, MS
14. WMC License Subsidiary, LLC        E070128 DSNG Transmit-Only           WMC-TV
                                       Truck                                Memphis, TN
15. WOIO License Subsidiary, LLC       E030060 Temporary Fixed              WOIO
                                       (Transmit/Receive) Earth Station     Shaker Heights, OH
16. WTOC License Subsidiary, LLC       E020310 Satellite Earth Station      WTOC-TV
                                       (T/R Truck)                          Savannah, GA
17. WTVM License Subsidiary, LLC       E990438 Transmit-Only Earth          WTVM
                                       Station                              Columbus, GA
18. WWBT License Subsidiary, LLC       E874277 Transmit-Only Earth          WWBT
                                       Station                              Richmond, VA
19. WXIX License Subsidiary, LLC       E100125 DSNG Transmit-               WXIX-TV
                                       Receive Truck                        Newport, KY

               The applicants respectfully request that all of these applications 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 19 FCC licensees
                                 that hold earth station authorizations)




DC: 5009708-1


                     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 19 FCC licensees
that hold earth station authorizations)



Document Created: 2013-09-26 14:28:38
Document Modified: 2013-09-26 14:28:38

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