Attachment Exhibit F

This document pretains to SES-T/C-20131001-00867 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2013100100867_1014027

                                                                            Raycom Holdings, 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 Holdings,

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 Holdings, 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 wholly-owned sister




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: 5010551-1


                                                                           Raycom Holdings, LLC
                                                                                  FCC Form 312
                                                                                       Exhibit F
                                                                                         Page 2

 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 1 companion application concern 2 indirect license subsidiaries

 of Raycom Holdings, LLC. Substantively identical transfer applications on FCC Form 312 are

 being filed concurrently for the 19 license subsidiaries indirectly owned by Raycom TV

 Broadcasting, LLC (“Raycom TV Broadcasting”) and 3 license subsidiaries indirectly owned by

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

 TV Broadcasting and Cosmos 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 2 FCC Form 312 applications for subsidiaries of
 Raycom Holdings, LLC cover the below licensees and stations.


                Licensee                     Earth Station Call Sign          TV Station Call Sign
                                                                                        &
                                                                                 City of License
1. WBRC License Subsidiary, LLC          E000168 Transmit-Only                WBRC
                                         Temporary Fixed                      Birmingham, AL
2. WMBF License Subsidiary, LLC          E080022 Transmit-Only Earth          WMBF
                                         Station                              Myrtle Beach, SC




 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 Holdings, LLC
                                                                               FCC Form 312
                                                                                    Exhibit F
                                                                                      Page 3

              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 Holdings, LLC



                                 Operating subsidiaries (including 2 FCC licensees
                                 that hold earth station authorizations)




DC: 5010551-1


                     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 Holdings, LLC



Operating subsidiaries (including 2 FCC licensees
that hold earth station authorizations)



Document Created: 2013-09-26 14:31:02
Document Modified: 2013-09-26 14:31:02

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