Attachment Exhibit F

This document pretains to SES-T/C-20160729-00703 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2016072900703_1145129

EXHIBIT F FCC FORM 312 Schedule A, Paragraph A21 Description of Transfer of Control and Public Interest Statement Starz Entertainment, LLC (“Starz Entertainment”), the licensee of the transmit/receive earth station authorizations E010171 and E010172 (the “Stations”), is an indirect wholly owned subsidiary of Starz, a publicly traded company. This application seeks FCC consent to a transfer of control of Starz Entertainment from Starz to Orion Arm Holding Co., LLC, which is an indirect wholly owned subsidiary of Lions Gate Entertainment Corp. (“Lionsgate”). Following FCC approval of this transfer of control, Orion Arm Acquisition Inc., a direct wholly owned subsidiary of Orion Arm Holding Co., LLC and an indirect wholly-owned subsidiary of Lionsgate, will merge with and into Starz, with Starz continuing as the surviving entity (the “Transaction”). Thus, Starz and Starz Entertainment will become indirect wholly owned subsidiaries of Lionsgate. Starz Entertainment will remain as the licensee of the Stations. In addition, Starz intends to convert from a corporation to a limited liability company after the proposed Transaction. Charts illustrating Starz Entertainment’s ownership structure before and after consummation of the proposed Transaction are provided in Attachment A hereto. Lionsgate is a leading content provider of feature films, television programming and digital content, and Starz is a leading integrated media and entertainment company that provides premium subscription video programming, principally on U.S. pay television networks. Lionsgate’s acquisition of Starz is expected to increase the combined company’s content creation capabilities, enhance its leadership in premium scripted programming, and scale its global distribution footprint across mobile, broadband, cable and satellite platforms. Lionsgate and Starz also expect that the Transaction will foster a broad range of new content collaboration and accelerate the growth of Lionsgate’s and Starz’s over-the-top (“OTT”) services. The proposed Transaction thus serves the public interest by making the combined company a stronger competitor in video programming markets and enhancing the means by which consumers may access video programming. Accordingly, the transfer of control of the Stations, which Starz uses in its content creation and distribution efforts, will serve the public interest.

Attachment A

Pre-Transaction Organizational Chart NOTE Starz (corporation) All ownership is 100%. Starz, LLC Starz Entertainment, LLC

Post-Transaction Organizational Chart MHR Fund Other holders Management LLC (none >= 10%) 20.5% 79.5% Lions Gate Entertainment Corp. NOTE All ownership is Entertainment 100% except as Capital Holdings otherwise II S.à r.l. indicated. ~9.2% ~90.8% Entertainment Capital Holdings LG Leopard GP S.à r.l. Canada Inc. ~14.7% ~18.3% ~67% Lions Gate Entertainment Inc. Orion Arm Holding Co., LLC Starz (to be converted from a corporation to an LLC) Starz, LLC Starz Entertainment, LLC


Document Created: 2016-07-29 17:58:24
Document Modified: 2016-07-29 17:58:24
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