Attachment Exhibit F

This document pretains to SES-T/C-20170811-00909 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2017081100909_1260624

                                                                                         FCC Form 312
                                                                                             Exhibit F
                                             FCC Form 312
                                        Section A, Question A20
                                               Exhibit F

                       Transaction Description and Public Interest Statement

                   This notification is part of a series of concurrent parallel filings with the Wireless

Telecommunications Bureau, the Media Bureau, and the International Bureau, in which Raycom

Media, Inc. (“Raycom”) seeks FCC consent to the pro forma transfer of control of four license

subsidiaries of Raycom (and each licensee’s immediate parent) from one second-tier subsidiary

of Raycom to a sister second-tier subsidiary of Raycom. The affected stations and their

respective licensees are set forth in the table below:

         Station                Community of License                            Licensee

WBRC(TV)                     Birmingham, AL                     WBRC License Subsidiary, LLC

WFIE(TV)                     Evansville, IN                     WFIE License Subsidiary, LLC

WSFA(TV)                     Montgomery, AL                     WSFA License Subsidiary, LLC

WTOL(TV)                     Toledo, OH                         WTOL License Subsidiary, LLC


                   As reflected in the “Before” diagram below, each licensee’s immediate parent is a

Delaware limited liability company, which is the sole member of its respective licensee. Before

the pro forma reorganization, 100% of the membership interests of the direct parent of WBRC

are held by Raycom Holdings, LLC, a second-tier subsidiary of Raycom. All of the membership

interests of each other station’s parent entity are held by Cosmos Broadcasting, LLC (together




DC: 6500484-1


                                                                                     FCC Form 312
                                                                                         Exhibit F
                                                                                            Page 2

with Raycom Holdings, LLC, “Transferors”), also a second-tier subsidiary of Raycom. The sole

member of each Transferor is TV Stations Holdings, LLC, a first-tier subsidiary of Raycom. 1

               As reflected in the “After” diagram below, following the pro forma corporate

reorganization, 100% of the membership interests in each licensee’s immediate parent will be

held by Raycom TV Broadcasting, LLC (“Transferee”), a Delaware limited liability company.

Transferee, like Transferor, is a second-tier subsidiary of Raycom. The sole member of

Transferee is TV Stations Holdings, LLC.

               The earth station authorizations identified in this FCC Form 312 notification are

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

operation or use of the earth station authorizations will occur as a result of the grant of these pro

forma transfers of control.




1
  Raycom owns 100% of TV Stations Holdings, LLC (77.41% directly, with the remaining interest held
indirectly, through Liberty TV Group, LLC, a single-member LLC whose sole member is Raycom).


                                                                                                                   FCC Form 312
                                                                                                                       Exhibit F


                                                  Before

 NOTE: All ownership is
 100% unless otherwise                      Raycom Media, Inc.
 indicated.
                                                        100% (77.41% direct interest, remainder indirectly held
                                                        through a sister, wholly-owned subsidiary)

                                               TV Stations
                                              Holdings, LLC




                       Raycom TV            Cosmos Broadcasting,                                                  Raycom Holdings,
                    Broadcasting, LLC              LLC                                                                  LLC
                      (Transferee)             (Transferor)                                                         (Transferor)




                           WSFA, LLC            WFIE, LLC                     WTOL, LLC                            WBRC, LLC




                          WSFA License         WFIE License                 WTOL License                          WBRC License
                          Subsidiary, LLC     Subsidiary, LLC               Subsidiary, LLC                       Subsidiary, LLC
                             (WSFA)               (WFIE)                       (WTOL)                                (WBRC)



DC: 6500484-1


                                                                                                                       FCC Form 312
                                                                                                                           Exhibit F
                                                                                                                              Page 4

                                                        After

       NOTE: All ownership is
       100% unless otherwise                     Raycom Media, Inc.
       indicated.
                                                            100% (77.41% direct interest, remainder indirectly held
                                                            through a sister, wholly-owned subsidiary)

                                                    TV Stations
                                                   Holdings, LLC




                             Raycom TV          Cosmos Broadcasting,                                                  Raycom Holdings,
                          Broadcasting, LLC            LLC                                                                  LLC
                            (Transferee)           (Transferor)                                                         (Transferor)




 WSFA, LLC                      WFIE, LLC      WTOL, LLC                     WBRC, LLC




WSFA License                WFIE License      WTOL License                 WBRC License
Subsidiary, LLC            Subsidiary, LLC    Subsidiary, LLC              Subsidiary, LLC
   (WSFA)                      (WFIE)            (WTOL)                       (WBRC)



Document Created: 2017-08-11 15:15:30
Document Modified: 2017-08-11 15:15:30

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