Attachment Exhibit E Form 312

This document pretains to SES-T/C-20180321-00247 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2018032100247_1357887

                                                                                   FCC Form 312
                                                                                       Exhibit E
                                                                                     March 2018
                                   Description of Transaction
This application is one of several contemporaneously-filed applications on FCC Form 312 which
collectively request Commission consent to the involuntary pro forma assignment or transfer of
control of the satellite earth station licenses held by various licensee entities controlled by
iHeartMedia, Inc. (“iHM”), to iHM, or to those same licensee entities, as debtors-in-possession.1

On March 14 and 15, 2018, iHM, along with certain of its subsidiaries (collectively, the
“Debtors”), submitted voluntary petitions for bankruptcy to the United States Bankruptcy Court,
Southern District of Texas (“Bankruptcy Court”), seeking relief under the provisions of Chapter
11 of the United States Bankruptcy Code to effectuate a restructuring of the debt obligations of
the Debtors.2 As a result, each of the Debtors is now operating as a debtor-in-possession under
the Bankruptcy Court’s oversight. The Debtors anticipate that they will continue business
operations in the ordinary course throughout the Chapter 11 process.

The instant pro forma transaction will not result in a substantial change in control of any iHM
license subsidiary. The ownership structure of iHM, its officers and directors, as well as those of
each of its license subsidiaries remains unchanged following the filing of the bankruptcy
petitions. Through various intermediate companies, control of the licensee subsidiaries remains
as it was, subject to the jurisdiction and oversight of the Bankruptcy Court. Accordingly, the
contemplated transaction is pro forma in nature. See 47 C.F.R. § 73.3540(f)(4); 1998 Biennial
Regulatory Review – Streamlining of Mass Media Applications, Rules and Procedures, 13 FCC
Rcd 11349, 11375 (1998).
The entities that are concurrently filing involuntary pro forma assignment or transfer of
applications on FCC Form 312 are set forth below:

Florida's Radio Networks
Kentucky News Network
Oklahoma News Network
Premiere Radio Networks
Tennessee Radio Network
iHeartMedia + Entertainment, Inc.3




1
    iHM was formerly known as Clear Channel Communications, Inc.
2
 See In re iHeartMedia, Inc., et al., Case No. 18-31274 (Chapter 11) (Bankr. S.D. Tex.) (Jointly
Administered).
3
 Applications seeking Commission consent to the involuntary pro forma assignment or transfer
of control of the broadcast and wireless licenses held by the licensees controlled by iHM are
being filed with the Media Bureau and the Wireless Bureau. Additional information regarding
the transaction is available in the applications filed with the Media Bureau. See FCC File Nos.
BALH-20180319ABB, et al.


14184303.1



Document Created: 1900-04-09 00:00:00
Document Modified: 1900-04-09 00:00:00

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