Attachment Waiver Request

This document pretains to SES-T/C-20140219-00080 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2014021900080_1014168

Cosmos 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 Cosmos 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 Cosmos 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: 5010476-1

Cosmos 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 2 companion applications concern 3 indirect license subsidiaries of Cosmos Broadcasting, 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 two license subsidiaries indirectly owned by Raycom Holdings, LLC, (“Raycom Holdings”) that hold earth station authorizations. Both Raycom TV Broadcasting 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 3 FCC Form 312 applications for subsidiaries of Cosmos Broadcasting, LLC cover the below licensees and stations. Licensee Earth Station Call Sign TV Station Call Sign & City of License 1.WFIE License Subsidiary, LLC E010178 Transmit-Only Earth WFIE Station Evansville, IN 2. WSFA License Subsidiary, LLC E020026 Transmit/Receive Earth WSFA Station Montgomery, AL 3. WTOL License Subsidiary, LLC E980177 Transmit/Receive Earth WTOL Station Toledo, OH 2 Liberty TV Group, LLC (“Liberty”) owns the other 22.59% of Transferee. Liberty is a single- member LLC whose sole member is Raycom.

Cosmos Broadcasting, 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) Cosmos Broadcasting, LLC Operating subsidiaries (including 3 FCC licensees that hold earth station authorizations) DC: 5010476-1

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) Cosmos Broadcasting, LLC Operating subsidiaries (including 3 FCC licensees that hold earth station authorizations)


Document Created: 2013-09-26 14:31:49
Document Modified: 2013-09-26 14:31:49
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