Attachment Exhibit F

This document pretains to SES-T/C-20170614-00652 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2017061400652_1237601

                                                                               FCC Form 312
                                                            Application for Transfer of Control

                       DESCRIPTION OF TRANSACTION AND
                         PUBLIC INTEREST STATEMENT

        Hawk Holding Company, LLC (“Transferee”), Hawk Holding Company, Inc.
(“HHCI”), and Intrawest Resorts Holdings, Inc. (“Transferor”) seek Federal
Communications Commission (“FCC”) consent to the transfer control of earth station
call sign E960019 (the “License”) from the shareholders of Transferor to Transferee.
Transferor is a publicly traded Delaware corporation and is a North American mountain
resort and adventure company with resorts in Colorado, the eastern U.S. and Canada.
The License is held by Steamboat Ski & Resort Corporation, an indirect, wholly owned
subsidiary of Transferor. A pre- and post-closing diagram of the ownership chain is
attached.

         Under an Agreement and Plan of Merger between Transferor, Transferee, HHCI
(a direct subsidiary of Transferee) and Hawk Merger Sub, Inc. (“Merger Sub,” a direct
subsidiary of HHCI), Merger Sub will be merged with and into the Transferor, with the
Transferor continuing as the surviving corporation. After the merger, Transferor will
cease to be a publicly traded company and will become a direct, wholly-owned
subsidiary of HHCI. At closing, no single entity or individual will possess control of
Transferee.

       After consummation of the transaction, the License will continue to be used for
communications related to the Steamboat Ski Resort, including for breaking weather
information, ski news, and featured resort events. This transaction is in the public
interest because it will ensure the continued safe and efficient operation of the resort
upon closing of the transaction.


 Pre-Closing                        Post-Closing


                                    Hawk Holding Company, LLC
                                           (Delaware)




                                    Hawk Holding Company, Inc.
                                           (Delaware)




Intrawest Resorts Holdings, Inc.   Intrawest Resorts Holdings, Inc.
          (Delaware)                         (Delaware)



  Intrawest Operations Group         Intrawest Operations Group
         Holdings, LLC                      Holdings, LLC
          (Delaware)                         (Delaware)



Intrawest Operations Group, LLC    Intrawest Operations Group, LLC
          (Delaware)                         (Delaware)




  Intrawest U.S. Holdings Inc.       Intrawest U.S. Holdings Inc.
         (Delaware)                         (Delaware)



    Steamboat Ski & Resort             Steamboat Ski & Resort
         Corporation                        Corporation
         (Delaware)                         (Delaware)



Document Created: 2017-06-14 10:29:01
Document Modified: 2017-06-14 10:29:01

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