Attachment Exhibit F

This document pretains to SES-T/C-20150220-00093 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2015022000093_1076920

                                                                                                FEG Holdings, Inc.
                                                                                                   FCC Form 312
                                                                                                   February 2015


                                              FCC Form 312
                                         Schedule A, Question A21
                                               EXHIBIT F

                       Transaction Description and Public Interest Statement

                  This application seeks FCC consent to the pro forma transfer of control of the

indirect licensee subsidiaries of FEG Holdings, Inc. (“FEGH”). The transfer of control will

occur as a result of a change in the form of organization of each of FEGH and intervening

subsidiaries FEG Entertainment Group, Inc. (“FEG”), Fox Television Holdings, Inc. (“FTH”),

and Fox Television Stations, Inc. (“FTS”) from corporation to limited liability company.1 (These

transactions are referred to collectively herein as the “LLC Conversions.”)

                  The licensee, FTS, FTH, FEG, and FEGH are all indirect, wholly-owned

subsidiaries of Twenty-First Century Fox, Inc. (“21CF”). The transactions described herein are

being undertaken solely for legal and tax purposes and will not result in any change in the

ultimate ownership of any subsidiary of 21CF, including of any licensee subsidiary; further,

there will be no change in the business, management, operations or assets of any subsidiary of

21CF.

                  As a result of the LLC Conversions and as illustrated in the Attachments hereto,

the form of organization of each of FEGH, FEG, FTH, and FTS will be converted from a




1
         A substantively identical transfer of control application on FCC Form 312 is being filed concurrently
herewith for each of the two non-broadcast subsidiaries of FEGH that hold satellite earth station authorizations, Fox
News Network, LLC (“FNN”) and Fox Broadcasting Company. One of these licensees, FNN, will also be subject to
an additional LLC Conversion step. Specifically, FTS will create Fox News Network 2, LLC (“New FNN”), as a
single-member limited liability corporation with FTS as the sole member. FNN will be merged with New FNN,
with New FNN as the surviving member.


                                                                                                 FEG Holdings, Inc.
                                                                                                    FCC Form 312
                                                                                                         Exhibit F
                                                                                                           Page 2


Delaware corporation to a Delaware limited liability company.2 Thereafter, pursuant to

applicable Delaware law, the separate existence of each of FEGH, FEG, FTH, and FTS as a

corporation will cease and the limited liability company, in each case, will continue the existence

of the respective company.

                  The LLC Conversions will not result in any material3 change in the equity

ownership, voting interests, business, management, operations or assets of the satellite earth

stations or of FTS, FTH, FEG, FEGH, or FNN, nor will they affect in any way the ultimate

control of all of these entities by 21CF. The officers and directors of each of these entities will

remain the same. Accordingly, the proposed transaction is considered to be pro forma.4 See

47 C.F.R. § 73.3540(f)(4) (corporate reorganization without substantial change of control) and

(5) (transfer of control from a corporation to a wholly owned subsidiary thereof or vice versa).5

                  The attachments to this Exhibit 1 provide additional information as follows:

         •   Attachment A: Depicts the control structure prior to the LLC Conversions.

         •   Attachment B: Depicts the control structure following the LLC Conversions.

2
         FEGH, FEG and FTH will be converted into single member Delaware limited liability companies. The
conversion of FTS will be effectuated by the formation of a new single member Delaware limited liability company
subsidiary of FTH (“FTS LLC”) and the merger of FTS into FTS LLC, with FTS LLC as the surviving entity. The
conversions of FEGH, FEG and FTH; the merger of FTS into FTS LLC; and the merger of FNN into New FNN will
occur pursuant to the same overall plan.
3
          Three indirect subsidiaries of 21CF owning less than 5% in the aggregate will be redeemed immediately
prior to and as part of a plan which includes the merger of FTSI into FTS LLC.
4
         As noted in note 1, a substantively identical transfer of control application on FCC Form 312 is being filed
concurrently herewith for each of the two non-broadcast subsidiaries of FEGH that hold satellite earth station
authorizations. Additional FCC Form 312 applications are also being filed with respect to seven television station
licensee subsidiaries of FEGH. The applicants respectfully request that the applications be processed and approved
concurrently.
5
        As a pro forma internal reorganization, the transaction does not involve payment of consideration or a
purchase agreement.


                                                                                   FEG Holdings, Inc.
                                                                                      FCC Form 312
                                                                                           Exhibit F
                                                                                             Page 3


               The satellite earth station authorizations identified in this FCC Form 312

application are used in connection with the operations of the licensees’ television stations, and no

change in the operation or use of the authorizations will occur as a result of the grant of these pro

forma transfers of control. Accordingly, the public interest would be served by prompt consent to

this application.


                                                           Attachment A (Before)


             Twenty-First Century Fox, Inc.



             21st Century Fox America, Inc.



             FEG Holdings, Inc.



              Fox Entertainment Group, Inc.

                                                   **
Fox Television Holdings, Inc.                 Fox Broadcasting Company



Fox Television Stations, Inc.*



Fox News Network, LLC




                                   *Other subsidiaries of 21CF owning individually less than 5%
                                  and in the aggregate 8.5057% not shown on chart
                                  ** Intervening subsidiaries omitted


                                                                         Attachment B (After)

                         Twenty-First Century Fox, Inc.



                         21st Century Fox America, Inc.


                         FEG Holdings, LLC



                         Fox Entertainment Group, LLC

                                                               **

                Fox Television Holdings, LLC                 Fox Broadcasting Company




                Fox Television Stations, LLC*



                Fox News Network 2, LLC




                                     *21st Century Fox America, Inc. will hold a 5.0557% interest directly
                                    in Fox Television Stations, LLC
                                    ** Intervening subsidiaries omitted


DC: 5594713-1



Document Created: 2015-02-10 13:54:45
Document Modified: 2015-02-10 13:54:45

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