Attachment Exhibit F

This document pretains to SES-T/C-20181211-03433 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2018121103433_1576283

                                                                                       The Walt Disney Company
                                                                                                 November 2018
                                               Exhibit F
                                             FCC Form 312
                                         Section A, Question 21
                         Description of Transaction / Public Interest Statement

                   This application seeks Commission consent to the pro forma transfer of control of

The Walt Disney Company (“TWDC”) and all of its direct and indirect licensee subsidiaries to

TWDC Holdco 613 Corp., 1 a Delaware corporation (“Holdco 613”) which today is a wholly

owned subsidiary of TWDC. 2 The application is being filed in furtherance of an internal

restructuring (the “Restructuring”) being undertaken to achieve certain tax efficiencies. 3 Upon

consummation of the Restructuring, TWDC will become a direct, wholly-owned subsidiary of

Holdco 613. 4 The Restructuring will not result in any changes in the business, management,

operations or assets of TWDC or any of its licensee subsidiaries.

                   The Restructuring will be effectuated by the merger of WDC Merger

Enterprises I, Inc., a direct, wholly owned subsidiary of Holdco 613, into TWDC. TWDC will

be the surviving corporation in the merger and, pursuant to the merger, TWDC will become a

direct, wholly owned subsidiary of Holdco 613. Holdco 613 will hold, through TWDC and its


1
          A substantively identical transfer of control application on FCC Form 312 is being filed concurrently
herewith for each of the Company’s direct or indirect licensee subsidiaries that hold satellite earth station licenses or
registrations. Separately, TWDC is filing applications on FCC Forms 316, 603, 703 and 327 seeking Commission
consent to the transfer of control of broadcast radio station licenses, wireless telecommunications licenses,
experimental licenses and CARS licenses, respectively, held by these or other direct and indirect subsidiaries. The
applicants respectfully request that the applications be processed and approved concurrently in order to facilitate
consummation of the Transaction.
2
           As depicted in Attachment A, Holdco 613 does not currently own or control any entity that holds an FCC
license.
3
          These tax efficiencies will arise in connection with TWDC’s planned acquisition of certain businesses and
assets of Twenty-First Century Fox, Inc. (“21CF”) (the “Fox Transaction”), which is not before the Commission
because it will not involve any substantial change in control or assignment of any FCC licenses.
4
        Upon consummation of the pro forma transaction described herein, (1) TWDC Holdco 613 Corp. will be
renamed The Walt Disney Company, and (2) its wholly owned subsidiary, which currently is known as The Walt
Disney Company, will be renamed to a name to be determined.




DC: 6900661-2


                                                                                     The Walt Disney Company
                                                                                                FCC Form 312
                                                                                                     Exhibit F
                                                                                                       Page 2


subsidiaries, all of the operating assets currently held by TWDC. There will be no changes in the

ownership of any of TWDC’s direct or indirect subsidiaries.

                 Holders of shares of common stock of TWDC will receive, on a one-for-one

basis, shares of common stock of Holdco 613. Immediately following consummation of the

Restructuring, all of the attributable interests in Holdco 613 will be held by the same persons

who held attributable interests in TWDC prior to the Restructuring. 5 The earth stations that are

subject to this application will be used in the same manner and for the same purposes following

the pro forma transfer of control as they were before the transfer of control. Accordingly, the

public interest would be served by prompt consent to the application.




                 Attachment A: Depicts the control structure of TWDC prior to consummation of
                 the Restructuring.

                 Attachment B: Depicts the control structure of TWDC upon consummation of the
                 Restructuring.




5
         Following consummation of the Restructuring, as part of the consideration for the Fox Transaction,
individual shareholders of 21CF will be entitled to receive shares of common stock of Holdco 613 or cash. No
21CF shareholder will have an attributable interest in Holdco 613.


                               The Walt Disney Company
                                         November 2018
                Attachment A




DC: 6900661-2


                                 THE WALT DISNEY COMPANY




         TWDC HOLDCO 613 CORP.                             DISNEY ENTERPRISES, INC.


WDC Merger                WDC Merger
Enterprises I,            Enterprises II,
    Inc.                       Inc.




                                                       Operating subsidiaries (including FCC
                                                         licensees that hold earth station
                                                                  authorizations)


                               The Walt Disney Company
                                         November 2018
                Attachment B




DC: 6900661-2


        TWDC HOLDCO 613 CORP.
             (to be renamed
      “THE WALT DISNEY COMPANY”)


        THE WALT DISNEY COMPANY
       (to be renamed, new name TBD)


        DISNEY ENTERPRISES, INC.




Operating subsidiaries (including FCC licensees
    that hold earth station authorizations)



Document Created: 2018-11-14 11:24:57
Document Modified: 2018-11-14 11:24:57

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