Attachment Exhibit E SES-T/C-20180327-00286

Attachment Exhibit E

This document pretains to SES-T/C-20180327-00286 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2018032700286_1361752

Radio License Holdings LLC
FCC Form 312
Exhibit E

DESCRIPTION OF TRANSACTION
AND PARTIES TO APPLICATION

Satellite earth stations E0861076 and E870207 are licensed to Radio License Holdings
LLC, an indirect wholly-owned licensee of Cumulus Media Inc. This application is one of
several concurrently-filed long-form transfer of control applications (the “Transfer
Applications”) requesting Commission consent to implement the Joint Plan of Reorganization of
Cumulus Media Inc. and its debtor affiliates pursuant to Chapter 11 of the Bankruptcy Code (as
amended, modified and supplemented from time to time, the “Plan”)1 by which Cumulus Media
Inc., Debtor-in-Possession (“Cumulus”) and certain of its direct and indirect subsidiaries will
emerge from bankruptcy as reorganized entities (Cumulus as so reorganized, “Reorganized
Cumulus” and such subsidiaries as so reorganized, collectively, the “Reorganized Cumulus
Subsidiaries”).2 The reorganization contemplated by the Plan is referred to herein as the
“Reorganization.”3 Each of the Transfer Applications requests Commission consent to the
transfer of control (the “Transfer of Control”) of the Cumulus license subsidiaries from the
shareholders of Cumulus to the shareholders of Reorganized Cumulus in connection with the
Reorganization.4

1
In re Cumulus Media, Inc., et. al., Case No. 17-13381 (SCC) (Bankr. SDNY) (Docket No. 446).
2
Reorganized Cumulus may be a newly-formed Delaware corporation that will hold, indirectly through other
newly-formed wholly-owned Delaware entities, all of the assets of Cumulus Media Holdings Inc. (a wholly-
owned direct subsidiary of Cumulus, “Cumulus Holdings”), including the equity of the current subsidiaries of
Cumulus Holdings as such subsidiaries may be converted to limited liability companies as described in footnote 3
and Section IV below.
3
Attachment A hereto includes organization charts which show the current (Pre-Reorganization) structure of
Cumulus and its subsidiaries that directly or indirectly through other subsidiaries hold Commission licenses and
the proposed (Post-Reorganization) structure of Reorganized Cumulus and the Reorganized Cumulus Subsidiaries
that directly or indirectly through other Reorganized Cumulus Subsidiaries are expected to hold Commission
licenses. For each such entity a long-form transfer of control application is being filed with the Commission in
connection with the Reorganization and the Transfer of Control. In addition, applications regarding non-
broadcast licenses held by subsidiaries of Cumulus are also being filed with the Commission.
Contemporaneously with the Transfer of Control, Cumulus will also convert its direct and indirect wholly-owned
subsidiaries (other than Cumulus Holdings) that are currently corporations into limited liability companies.
Commission consent to the pro forma transfers of control and assignments resulting from such conversions are
also sought in this application. See Section IV below.
4
The parties intend that the applications filed in connection with the Transfer of Control include all of the licenses
and other FCC authorizations held by Cumulus and its subsidiaries. Such companies may now have on file, and
may hereafter file, additional requests for authorizations for new or modified facilities that may be granted before
the Commission takes action on this application. Accordingly, Cumulus requests that any Commission approval
of the applications filed in connection with the Transfer of Control include authority for the shareholders of
Reorganized Cumulus to acquire control of: (1) any authorization issued to Cumulus or its subsidiaries relating to
their non-broadcast businesses while the applications for the Transfer of Control are pending before the
Commission and during the period required for consummation of the Transfer of Control; and (2) any
applications filed by Cumulus or its subsidiaries relating to their non-broadcast businesses that are pending at the
time of consummation. Such action would be consistent with prior decisions of the Commission. See, e.g.,
Applications of AT&T Inc. and Cellco Partnership d/b/a Verizon Wireless, Memorandum Opinion and Order, 25
FCC Rcd 8704, 8773, ¶ 165 (2010); SBC Communications Inc. and AT&T Corp. Applications for Approval of
Transfer of Control, Memorandum Opinion and Order, 20 FCC Rcd 18290, 18392, ¶ 212 (2005); Applications of

Under the Plan, Cumulus proposes to cancel the existing debt of Cumulus and to issue, in
exchange therefor, among other things, securities in Reorganized Cumulus, which securities shall
consist of a combination of (i) Class A Common Stock, which will entitle holders to vote for
directors of Reorganized Cumulus, (ii) Class B Common Stock, which will not entitle holders to
vote for directors of Reorganized Cumulus, and (iii) Special Warrants which will be exercisable
for common stock of Reorganized Cumulus subject to certain conditions (clauses (i) – (iii),
collectively, the “New Securities”). Upon Cumulus’ emergence from bankruptcy, all of the
existing capital stock of Cumulus will be cancelled, and all of the New Securities will be
distributed to holders of debt and other creditors of Cumulus and/or their designees. Following
the Transfer of Control, no single person or entity, or group of commonly-controlled persons or
entities, shall hold a controlling interest in Reorganized Cumulus. Cumulus’s current President
and Chief Executive Officer Mary G. Berner will continue to serve in that same capacity for
Reorganized Cumulus upon emergence.

I. DESCRIPTION OF TRANSACTION

A. The Bankruptcy and Reorganization

In November 2017, Cumulus and a number of its direct and indirect subsidiaries filed
voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the
“Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New
York (the “Bankruptcy Court”).5 Since the filing of such petitions, Cumulus has continued to
manage its properties and operate its businesses as a “debtor-in-possession” under the
jurisdiction of the Bankruptcy Court.6 On December 9, 2017, Cumulus filed the initial version of
the Plan with the Bankruptcy Court, and on February 12, 2018, filed the solicitation version of

AT&T Wireless Services, Inc. and Cingular Wireless Corp. for Consent to Transfer Control of Licenses and
Authorizations, Memorandum Opinion and Order, 19 FCC Rcd 21522, 21626 ¶ 275 (2004). Cumulus also
requests that Commission approval include any authorizations that may have been inadvertently omitted.
Similarly, pursuant to Sections 1.927(h), 1.929(a)(2), and 1.933(b) of the Commission’s Rules, to the extent
necessary, Cumulus requests a blanket exemption from any applicable cut-off rules in cases where the Cumulus
license subsidiaries file amendments to pending applications in order to reflect consummation of the proposed
Transfer of Control so that such amendments are not treated as disqualifying amendments. The nature of the
proposed Transfer of Control demonstrates that the ownership changes are not being made for the purpose of
acquiring any particular pending application, but as part of a larger transaction undertaken for an independent and
legitimate business purpose. Grant of this request would be consistent with prior Commission decisions that
routinely have granted a blanket exemption in cases involving multiple-license transactions. See, e.g.,
Applications of PacifiCorp Holdings, Inc., and Century Telephone Enterprises, Inc. for Consent to Transfer
Control of Pacific Telecom, Inc., a Subsidiary of PacifiCorp Holdings, Inc., Memorandum Opinion and Order, 13
FCC Rcd 8891, 8915 ¶ 47 (1997); Applications of NYNEX Corp. and Bell Atlantic Corp., Memorandum Opinion
and Order, 12 FCC Rcd 19985, 20091, 20092 ¶ 234 (1997).

5
In re Cumulus Media, Inc., et. al., Case No. 17-13381 (SCC) (Bankr. SDNY).
6
On December 1, 2017, each of the Cumulus license subsidiaries filed applications on FCC Form 312 requesting
Commission consent to the involuntary transfer of control of such licensees from Cumulus Media Inc. to
Cumulus Media Inc., Debtor-in-Possession. See, e.g., SES-ASG-20171204-01300. Each of those pro forma
applications was granted on December 12, 2017. With the exception of Westwood One, Inc., none of the
Cumulus license subsidiaries have filed chapter 11 petitions and are not debtors in possession in any of the
chapter 11 cases.

2

the Plan. Certain creditors of Cumulus will have the right to vote on the Plan and the Plan
remains subject to confirmation by the Bankruptcy Court.

Assuming the Plan is confirmed by the Bankruptcy Court, following such confirmation
the Reorganization and the concomitant Transfer of Control will be consummated. The date of
such consummation is referred to herein as the “Effective Date.” On the Effective Date,
Reorganized Cumulus will issue, among other things, the New Securities in exchange for the
cancellation of certain debt obligations of Cumulus. As of the Effective Date, all of Reorganized
Cumulus’ common stock will be held by holders of debt of Cumulus and other Cumulus
creditors. As of the Effective Date, no single person or entity, or group of commonly-controlled
persons or entities, shall hold a controlling interest in Reorganized Cumulus.

As of the Effective Date, the board of directors of Reorganized Cumulus will consist of
seven members, one of whom shall be Cumulus’ current President and Chief Executive Officer,
Ms. Berner. All of such directors are listed on Attachment B hereto.

B. Proposed Transfer of Control

The applicants seek Commission consent to the Transfer of Control of each of the
Cumulus license subsidiaries which will result from the change in ownership of Cumulus in the
Reorganization. As a result of the Reorganization, Reorganized Cumulus will be the successor
to Cumulus and will be owned by new stockholders. None of the Cumulus license subsidiaries
which hold broadcast authorizations is a debtor-in-possession, and consequently there will no
change in the name or status of those license subsidiaries (except as a result of the conversion of
such subsidiaries that are currently corporations into limited liability companies as described in
Section IV below), but only in the ownership of subsidiaries of Cumulus.

II. PARTIES TO THE APPLICATION

Following consummation of the Transfer of Control, it is anticipated that the capital stock
of Reorganized Cumulus will be widely held. Cumulus anticipates that, apart from its officers
and directors, only one other party will have an attributable interest,7 stemming from its right to
vote approximately 11% of the Class A Common Stock of Reorganized Cumulus.8 The Plan
provides for an “Equity Allocation Mechanism” to ensure that only parties which have been
identified in the transferee portion of this Application as attributable parties (the “Attributable
Entities”) will be issued Class A Common Stock in an amount equal to five percent (5%) or

7
SP Signal, LLC would have the right to vote 11.1% of the Class A Common Stock of Reorganized Cumulus, if all
the issued New Securities were Class A Common Stock. SP Signal, LLC will have the right to vote a greater
percentage of Class A Common Stock if some of the New Securities that are issued consist of Class B Common
Stock and Special Warrants. Two other entities will have the right to vote more than 5% of the Class A Common
Stock, but those interests will not be attributable because they will be for less than 20% of the Class A Common
Stock, and one of the entities is an indirect subsidiary of an insurance company and the other is a family of
investment companies. See 47 C.F.R. 73.3555, Note 2.b (investment companies, insurance companies, and banks
holding stock through their trust department in trust accounts will be considered to have a cognizable interest only
if they hold 20% or more of the outstanding stock).
8
The Class A Common Stock will be the only class of capital stock of Reorganized Cumulus entitled to vote for
the election of directors.

3

more of the outstanding Class A Common Stock as of the Effective Date. To the extent other
parties are eligible to receive equity securities of Reorganized Cumulus in an amount that would
meet or exceed the five percent (5%) mark, such parties will receive either Class B Common
Stock, which is not entitled to vote for directors, or Special Warrants exercisable for common
stock.9 Accordingly, no entities other than the Attributable Entities will receive Class A
Common Stock of Reorganized Cumulus in an amount that would result in such entity holding
an attributable interest in Reorganized Cumulus. Attachment B hereto provides the information
with respect to the Attributable Entities as well as with respect to the directors and officers of
Reorganized Cumulus.

III. COMPLIANCE WITH FOREIGN OWNERSHIP LIMITATIONS

Pursuant to the Plan, prior to the Effective Date each holder of a claim which would
entitle it to receive New Securities of Reorganized Cumulus in the Reorganization will be asked
to submit a certification to Cumulus as to the amount of its foreign ownership. Those
certifications will enable Cumulus to determine the aggregate percentage of foreign ownership
that would exist in Reorganized Cumulus, both as a percentage of voting rights and of equity.
To ensure that foreign ownership will not exceed the 25% benchmark under Section 310(b)(4) of
the Communications Act of 1934, as amended (the “Communications Act”), with respect to
either voting rights or equity, claims holders with foreign ownership may receive Class B
Common Stock and/or Special Warrants in an amount with respect to all claims holders with
foreign ownership sufficient to cause the foreign ownership of Reorganized Cumulus, on both a
voting and equity basis, not to exceed 22.5% in the aggregate.

The methodology for effecting the distribution of New Securities of Reorganized
Cumulus described above is set forth in the “Equity Allocation Mechanism” included as Exhibit
A to the Plan. The Special Warrants, as convertible instruments, will not be deemed to constitute
stock or equity instruments for purposes of Section 310(b) of the Communications Act.10 The
use of warrants as part of an equity distribution system is designed to ensure that foreign
ownership of broadcast licensees which are emerging from bankruptcy has been approved by the
Commission in a number of transactions.11

Subsequent to the filing of this Application, Cumulus will file with the Commission a
Petition for Declaratory Ruling requesting that the aggregate amount of equity and voting
interests in Reorganized Cumulus to be held by foreign parties generally be allowed to exceed
the 25% benchmark set forth in Section 310(b)(4) of the Communications Act. However,
because action on the Petition for Declaratory Ruling is not required before the Effective Date,

9
Although the Class B Common Stock and the Special Warrants will have certain approval rights over
fundamental corporate matters, such rights will be consistent with Commission precedent which permits holders
of non-voting securities to hold such approval rights without potentially triggering attribution. See, e.g.,
Shareholders of Hispanic Broadcasting Corporation and Univision Communications, Inc., 18 FCC Rcd 18834,
18849-18850 (2003); Paxson Management Corporation and Lowell W. Paxson, 22 FCC Rcd 22224, 22231-32
(2007).
10
See, e.g., Univision Holdings, Inc., 7 FCC Rcd 6672, n.6 (1992); Una Vez Mas Texas Holdings, LLC, 25 FCC
Rcd 13409 (MB 2010).
11
See, e.g., Tribune Company and its License Subsidiaries, Debtors-in-Possession, 27 FCC Rcd 14239 (MB 2012);
Citadel Broadcasting Company, Debtor-in-Possession, BTC-20100318ABL, et. seq.

4

the Plan provides that the distribution of New Securities of Reorganized Cumulus on the
Effective Date will be subject to the 22.5% limitation (with respect to voting rights and equity
ownership) on foreign holdings of stock of Reorganized Cumulus as set forth in the Equity
Allocation Mechanism. Following the Transfer of Control, the stock of Reorganized Cumulus
will continue to be publically held and traded, and Reorganized Cumulus will continue to
monitor and assess compliance with the foreign ownership limitations.

IV. CONSENT TO PRO FORMA ASSIGNMENTS/TRANSFERS

In connection with the Reorganization, Cumulus intends to convert all of its direct and
indirect wholly-owned subsidiaries (other than Cumulus Holdings) that are currently
corporations, including such subsidiaries which hold Commission licenses, into limited liability
companies. This internal reorganization will require the Commission’s prior consent to the pro
forma assignment or transfer of control of the licenses held by those entities as a result of such
conversions, but there will be no substantial change in control of any license subsidiary solely as
a result of such conversions.12 A list of the Cumulus license subsidiaries and the Cumulus
subsidiaries that directly or indirectly own equity interests in such Cumulus license subsidiaries
which, in each case, are being converted from corporations into limited liability companies is
attached as Attachment C hereto.

12
See 47 C.F.R. 73.3540(f)(4).

5

ATTACHMENT A

Organization Charts

% of
% of
Name & Address Citizenship Positional Interest Total
Votes
Assets
David M. Baum U.S. Director Less than Less than
c/o Cumulus Media Inc. 5% 5%
3280 Peachtree Road, NW
Suite 2200
Atlanta, GA 30305
John F. Abbot U.S. Executive Vice 0% 0%
c/o Cumulus Media Inc. President, CFO and
3280 Peachtree Road, NW Treasurer of Cumulus
Suite 2200 Media Inc. and
Atlanta, GA 30305 Subsidiaries
Richard S. Denning U.S. Senior Vice President, Less than Less than
c/o Cumulus Media Inc. General Counsel and 5% 5%
3280 Peachtree Road, NW Secretary of Cumulus
Suite 2200 Media Inc. and
Atlanta, GA 30305 Subsidiaries
Suzanne M. Grimes U.S. Executive Vice Less than Less than
c/o Cumulus Media Inc. President of Corporate 5% 5%
3280 Peachtree Road, NW Marketing & President
Suite 2200 of Westwood One
Atlanta, GA 30305 Division of Cumulus
Media Inc.14
Todd McCarty U.S. Chief Human 0% 0%
c/o Cumulus Media Inc. Resource Officer &
3280 Peachtree Road, NW Senior Vice President
Suite 2200 – Human Resources of
Atlanta, GA 30305 Cumulus Media Inc.

Suzanne G. Smith U.S. Vice President & 0% 0%
c/o Cumulus Media Inc. Chief Accounting
3280 Peachtree Road, NW Officer of Cumulus
Suite 2200 Media Inc.
Atlanta, GA 30305
SP Signal, LLC U.S. Holder of 5% or More 11.1% 0%
2 Greenwich Plaza (Delaware of the Votes
Greenwich, CT 06830 limited
liability
company)

14
Westwood One, Inc. is an indirect wholly-owned subsidiary of Cumulus which does not hold any attributable
media interests.

Ownership Information for SP Signal, LLC

Positional % of % of
Name & Address Citizenship
Interest Votes Total Assets
SP Signal, LLC U.S.
2 Greenwich Plaza (Delaware
Greenwich, CT 06830 limited
liability
company)
SP Signal Manager, LLC U.S. Voting 100 0%
2 Greenwich Plaza (Delaware Member
Greenwich, CT 06830 limited
liability
company)

The other members of SP Signal, LLC are not materially involved, directly or indirectly, in the
management or operation of the media-related activities of SP Signal, LLC, and SP Signal, LLC
complies with the Commission’s restrictions relating to the insulation and non-participation of
non-party investors.

Ownership Information for SP Signal Manager, LLC

Positional % of % of
Name & Address Citizenship
Interest Votes Total Assets
SP Signal Manager, LLC U.S.
2 Greenwich Plaza (Delaware
Greenwich, CT 06830 limited
liability
company)
Edward A. Mulé U.S. Member 100% 100%
c/o SP Signal Manager, LLC
2 Greenwich Plaza
Greenwich, CT 06830

ATTACHMENT C

Entities to be Converted to LLCs

Current Name of Pre-Reorganization Intended Name of Post-Reorganization
Subsidiaries Subsidiaries

Cumulus Intermediate Holdings Inc. Cumulus Intermediate Holdings LLC

Cumulus Radio Corporation Cumulus Radio LLC

CMP Susquehanna Radio Holdings Corp. CMP Susquehanna Radio Holdings LLC

CMP Susquehanna Corp. CMP Susquehanna LLC

Susquehanna Pfaltzgraff Co. Susquehanna Pfaltzgraff LLC

Susquehanna Media Co. Susquehanna Media LLC

Susquehanna Radio Corp. Susquehanna Radio LLC

Cumulus Network Holdings Inc. Cumulus Network Holdings LLC

CMP KC Corp. CMP KC LLC

KLIF Broadcasting Inc. KLIF Broadcasting LLC

KLIF Lico, Inc. KLIF Lico, LLC

Radio Metroplex, Inc. Radio Metroplex LLC

KPLX Lico, Inc. KPLX Lico, LLC

Document Created: 2018-03-25 12:33:58
Document Modified: 2018-03-25 12:33:58

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