Attachment Exhibit F

This document pretains to SES-T/C-20151102-00798 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2015110200798_1113188

                             Exhibit F - Description of Transfer of Control


        The instant application is one of a number of concurrently filed applications that seek the
Commission’s consent to a pro forma transfer of control of Hubbard Broadcasting, Inc. (“HBI”)
and its various licensee subsidiaries holding radio and television broadcast station licenses,
microwave authorizations, as well as earth station authorizations.

        The change in control of HBI is the result of the death of Alice Liptak, on September 25,
2015. During her lifetime, Alice Liptak was the sole beneficiary of the Stanley E. Hubbard
Grandchildren’s Trust FBO Alice Liptak (the “Trust”). Pursuant to the Trust document, and a
related Court Order dated December 30, 2008, the Trust terminates upon the death of Alice
Liptak, and its assets are to be distributed to its remainder beneficiaries, who are the five children
of Stanley S. Hubbard (Kathryn Hubbard Rominski, Stanley E. Hubbard, Virginia Anne
Hubbard, Robert W. Hubbard and Julia Hubbard Coyte). The assets to be distributed include
seven percent (7%) of the voting stock of HBI.

        Prior to the termination of the Trust and distribution of its assets, Stanley S. Hubbard
(“SSH”), through the Stanley S. Hubbard Revocable Trust (the “SSH Trust”) and its holdings in
Kinnimaka Trust Company and HBI, controls 54.53% of the outstanding voting stock of HBI.1
As a result of the death of Alice Liptak, the Trust will distribute its seven percent (7%) voting
stock interest in HBI to the remainder beneficiaries of the Trust (above named),2 which will
result in the percentage of the voting shares of HBI ultimately controlled by SSH being reduced
from 54.53% to 47.53%.3

        The distribution of the voting stock of HBI held by the Trust, and the resulting reduction
in the percentage of the voting stock ultimately controlled by SSH below 50 percent, is required
pursuant to the provisions of the trust indenture that created the Trust and the related court order
and occurs as a direct result of the death of Alice Liptak who was the sole beneficiary of the
Trust during her lifetime.4 Accordingly, the resulting transfer of control from SSH to the
shareholders of HBI is involuntary in nature and pro forma.


1
  A chart showing the ownership of HBI prior to the distribution of assets by the Trust as a result of the
death of Alice Liptak is attached. The broadcast licensee subsidiaries of HBI are all 100% directly or
indirectly owned by HBI. There will be no change in the ownership structure below HBI as a result of the
death of Alice Liptak and the distribution of assets by the Trust to the remainder beneficiaries.
2
  It is likely that the seven percent (7%) voting stock interest in HBI that is owned by the Trust will be
distributed in equal shares to the five children of SSH, as remainder beneficiaries; however, it is possible
that such voting stock interest could be distributed in different and unequal portions among the remainder
beneficiaries. Also, the voting stock of HBI may be distributed directly to revocable trusts of the
remainder beneficiaries if the trustee is directed to do so by these beneficiaries.
3
  A chart showing the ownership of HBI subsequent to the distribution of assets by the Trust as a result of
the death of Alice Liptak is attached.
4
    The distribution of voting stock is mandatory, not discretionary.


        In addition, this transaction involves the transfer of less than 50 percent of the voting
stock of HBI and more than 50% of the outstanding voting stock of HBI will remain in the hands
of persons or entities in the Hubbard family that have been passed upon by the FCC.5




5
 See FCC File Nos. BAL-20130716ABV and BALCDT-20130307ABT. The individual remainder
beneficiaries of the Trust and their revocable trusts were passed upon in these applications and reported in
broadcast ownership reports.


                                                     2


                               Current HBI Voting Stock Ownership



                                     Suanley S. Hubbard


                              StaleyS Hubbard Revocsble Trast
                             (Stanley 5. Hubbard sole Trutoeasto       ...
                          Kinnimaka and Hubbard Prowdeasting, Ic]
                                                                                           L_s,v-s     |
                                       100%% Conel
                                            1
                                Kimimata Trust Company

                                      Sole Trusee



  L       stnorat                        Stanley S.                        Stankey . Hubbard
      =                                Hubbard Trus                       Residuary Trast No.1
                                            T                                       T
             7%                           mm                                     21000




      Kathon Hubbard                                                                      Robert W. Hubbard
Roninsk) Revocable Trus                                                                    Revocable TTrust



                                                                                        Virginia Anne Unbbard
   Stiley E. Hubbard                   nare                         nam                    Revocable Trust
      Revocsble Tras:                                               4



                                            HubbardBroadeasting, Inc


                              HBI Voting Stock Ownership After Distribution of Assets
                                by the SEH   Grandchildren‘s Trust FBO Alicc Liptak




                                            Stanley S Hubbard


                                     Stanky 5. Hubbard Revocable Trust
                                    [Stanky5. Mobbardsole Trutce us to
                                  Kinnimaka and Hubbard Brodeisting,t]
                                                                                                      son
                                              100%; Control

                                        Kinimaka Trast Company

                                              Sole Trusce


                      Stanley 5.                                           Statey E. Hubbard
                    Hubbard Tros                                          Residuary Trust No 1
                          I                                                        I
                       261%                                                     rioem




     Kathen Hobbard                                 g                      s 1                   Robert W. Hubbard
 RoninskiRevocable Trnt                      mm                           cme          f€         feoubds   rat



    Sgte   L Bs
     Revocsble Trast                          rme                         tarme                   Revocable Trus

                                                                                                 Tulls Hubbard Coyte
                                                                           raow                    Revoceble Trust

                                                    Hubbard Broadcasting,Inc

*The ownentin peventages orthee msts nay vry depentin upon th compostionofths l db ion t exchremainder bereiciny



Document Created: 2015-10-29 15:58:33
Document Modified: 2015-10-29 15:58:33

© 2024 FCC.report
This site is not affiliated with or endorsed by the FCC