FCC Form 312 Jwrc 2012 Page I
COMPREHENSIVE EXHIBIT
Pro Forma Applications for the Restructuring of the Licensee Subsidiaries of Tribune Company, Debtor-in-Possession, Holding Satellite Earth Stations
Table of Contents
I. Introduction and Overview ...... 2 il. Relationship of the Restructuring Applications to the Exit 4pp1ications...... 3 ilI. Basis for Pro Forma Treatment...... 4 IV. Description of Restructuring Transactions ...... 4 V. Permit-but-Disclose Status...... 5 VI. Agreements for the Proposed Restructuring Transactions...... '...' 5 VII. Specific Changes in Tribune Licensee Subsidiaries...... '.... 6
ATTACHMENT A: Broadcast Licenses Held by Tribune Subsidiaries, with a Description of the Consents Transfers and Assignments Being Sought in Separate Applications to Implement the Restructuring
ATTACHMENT B: Non-Broadcast Licenses Held by Tribune Subsidiaries, with a Description of the Consents Transfers and Assignments Being Sought in Separate Applications to Implement the Restructuring
ATTACHMENT C: Fourth Amended Plan of Reorganization for Tribune Company prepared by certain of Tribune's debtors, creditors .'DCL and lenders, as amended (the Plan").
Attachment C is being filed with the Restructuring Application for V/GN Continental Broadcasting Company, Debtor-in- Possession, licensee of WGN(AM) and WGN-TV, Chicago, Illinois, and is incorporated by reference in the other broadcast, satellite, wireless and CARS Restructuring Applications being filed concurrently with the WGN application. FCC Form 312 June2012 Page2
COMPREHENSIVE EXHIBIT
Pro Formn Applications for the Restructuring of the Licensee Subsidiaries of Tribune Company, Debtor-in-Possession, Holding Satellite Earth Stations
L Introduction and Overview
Applications currently are pending before the Commission seeking Commission consent for Tribune Company, Debtor-in-Possession ("Tribune") and the other Tribune Debtors to emerge from bankruptcy (the "Exit Applications").1
This application, its companion application, and other concurrently filed FCC applications, (collectively, the "Restructuring Applications"), seek the Commission's consent to implement, pxþ to the Tribune Debtor's emergence from bankruptcy, an internal restructuring of the subsidiaries of Tribune.' The Restructuring Applications include both the broadcast applications identified in Attachment A of this Exhibit and concunently filed applications for assignment or transfer of non-broadcast licenses, as described in Attachment B to this Exhibit. These transactions are contemplated by the Plan of Reorganization for Tribune Company prepared by certain of Tribune's debtors, creditors and lenders, as amended (the "DCL Plan"), by which Tribune and certain of its direct and indirect subsidiaries (collectively, the "Tribune Debtors") will emerge from
I On December 8, 2008, Tribune and certain of its subsidiaries submitted voluntary petitions for relief under chapter 11 of title l l of the United States Code to the United States Bankruptcy Court District of Delaware (the "Bankruptcy Court"), to reorganize under Chapter I I of the Bankruptcy Code. See In re Tribune Company et al., Case No. 08-13141 (Chapter 1l) @anl
The Plan ofReorganization authorizes Tribune to enter into transactions to change the organizational structure of its current subsidiaries. If Tribune determines to enter into such transactions with respect to Tribune licensee subsidiaries while the Exit Applications are pending, the applicants, as appropriate, will amend the Exit Applications and/or file separate applications for proforma transfer or assignment to obtain any necessary authorþ for any changes affecting the Tribune licensee subsidiaries.
Comprehensive Exhibit atl n.2. FCC Form 312 June2012 Page 3 bankruptcy as reorganized entities (the reorganized Tribune Company is hereinafter referred to as "Reorganized Tribune"). These transactions for internalreorganization of Tribune's broadcast and non-broadcast licensee subsidiaries as described in this Exhibit are referred to hereafter as the "Restructuring Transactions." il. Relationship of the Restructuring Applications to the Exit Applications
As part of the implementation of the DCL Plan, Tribune proposes to consummate the Restructuring Transactions (1) following the Commission's issuance of consent for Tribune to emerge from bankruptcy pursuant to the Exit Applications and (2) prior to the consummation of the transactions described in the Exit Applications and Tribune's emergence from bankruptcy.3 Tribune's consummation of the Restructuring Transactions while in bankruptcy will result in changes in the identity of Tribune subsidiaries proposed to be the assignees under the Exit Applications. In each case in which the assignee is a new entity, the change will be a minor change from one wholly owned indirect subsidiary of Tribune to another wholly owned direct or indirect subsidiary of Tribune. Accordingly, Tribune, in connection with the filing of this and the other Resffucturing Applications, also is amending the Exit Applications so that a Commission grant of the Exit Applications will reflect the changes in the identity of the Tribune licensee subsidiaries that will be effectuated through the pre-emergence consummation of the Restructuring Transactions.
As directed by the International Bureau for the purpose of ensuring that the necessary authorizations are properly reflected in the International Bureau's electronic frling system, each Tribune satellite earth station authorization is included in two pro forma applications, hereafter the "First Step Application" and the "Second Step Application."
The First Step Application seeks authority for the pro þrma assignment (or transfer of control) of the satellite earth station authorizations subject to the First Step Application to the Tribune subsidiary listed in Attachment B that will hold the authorizations as a debtor-in-possession until Tribune's emergence from bankruptcy.
The Second Step Application, which is being fiied concunently with the First Step Application, requests afarther proþrma consent to substitute the Tribune subsidiary that will be licensee upon consummation of the First Step Application as the licensee upon the emergence of Tribune and the Tribune subsidiary from bankruptcy, such that they are no longer designated as debtors-in-possession.
In other words, each First Step Application moves Tribune earth station licenses to a new entity or to an entity with a different control structure within Tribune, with
3 Pursuant to Wireless Bureau authorization, Tribune plans to consummate prior to the approval of the Exit Applications a limited number of Restructuring Transactions that involve only non-broadcast authorizations. FCC Form 312 Iune2012 Page 4
Tribune and its licensee subsidiaries continuing to be debtors in possession. The Second Step Application for those licenses substitutes those licensees for the assignees designated under the Exit Applications.
IIII. Basis for Pro Forma Treatment
The Restructuring Applications propose changes only in the structure of Tribune's subsidiaries and do not otherwise propose to make any changes or introduce any new parties into Tribune itself, other than newly created wholly owned subsidiaries of Tribune. Each of the assignments and transfers proposed in the Restructuring Applications involves either the assignment of Tribune licenses from one indirect, wholly-owned subsidiary of Tribune to another or the transfer of a Tribune licensee from control by one indirect, wholly owned subsidiary of Tribune to control by another indirect, wholly owned subsidiary of Tribune. IV. DescriptionofRestructuringTransactions
At present, Tribune indirectly holds its broadcast licenses through its direct wholly owned subsidiary Tribune Broadcasting Holdco, LLC, which, in turn, holds all of the issued and outstanding stock of Tribune Broadcasting Company. Each of Tribune's current broadcasting licensee subsidiaries is a direct or indirect wholly owned subsidiary of Tribune Broadcasting Company.
Concurrently with the consummation of the proþrmalicense assignments and proformatransfer,a and as apartof the Restructuring Transactions, Tribune Broadcasting Holdco, LLC will merge into Tribune Broadcasting Company. Tribune Broadcasting Company will then convert to a limited liabilþ company, Tribune Broadcasting Company, LLC. In addition, the Restructuring Applications contemplate that each of the Tribune licenses except for the licenses for KPLR-TV, St. Louis, Missouri, held by KPLR,Inc., and those- for WGNO(TV) and WNOL-TV, held by Tribune Broadcasting New Orleans, Inc. will be assigned to a Delaware limited liability company following the Restructuring Transactions- as a result of:
o a direct assignment of the licenses of an existing subsidiary to one or more newly formed Delaware limited liability company licensee subsidiaries;
o a merger of the present licensee subsidiary into the corresponding newly formed Delaware limited liability company licensee subsidiary, with such newly formed Delaware limited liability company subsidiary as the surviving entity in the merger; or
4 Most of the Restructuring Applications for broadcast licensees propose aproforma assignment of license to a new entity. The Restructuring Applications for KPLR, Inc., and for Tribune Television New Orleans, Inc., however, seek consent to a pro forma transfer of control. FCC Form 312 June2012 Page 5
o a conversion of the present licensee subsidiary from a corporation to a limited liabilþ corporation under applicable provisions of state law, which would result in a new business form (limited liabilþ company) and a new name.
KPLR,Inc. will remain the licensee of KPLR-TV, St. Louis, Missouri, and Tribune Television New Orleans, Inc. will remain the licensee of WGNO(TV) and WNOL-TV, New Orleans, Louisiana, as the Restructuring Transactions do not contemplate any merger, conversion or similar transaction involving KPLR, Inc. or Tribune Television New Orleans, Inc. Each of KPLR, [nc. and Tribune Television New Orleans, [nc. will undergo a pro forma transfer of control, however, to become a direct wholly-owned subsidiary of Tribune Broadcasting Company,LLC following the merger of Tribune Broadcast Holdco, LLC into Tribune Broadcasting Company and the conversion of Tribune Broadcasting Company into a limited liability company, as described above. Thus, KPLR, Inc. and Tribune Television New Orleans, Inc. will continue in existence as corporations, but will undergo aproþrma transfer of control.
As a result of the Restructuring Transactions described above, Tribune Broadcasting Company,LLC will become the direct or indirect parent company of each of Tribune's broadcast licensee subsidiaries, which are the assignees (or licensees undergoing a transfer of control) pursuant to the pro þrma assigrwrent (or transfer) applications described in Section VII.
V. Permit-but-Disclose Status
The Commission already has granted'þermit-but-disclose" status under the Commission's ex parte rules for Tribune's Exit Applications. See Public Notice, "Media Bureau Announces Filing of Applications for Consent to Assignment of Broadcast Station Licenses by Tribune and Its Subsidiary Companies and Permit-but-Disclose Ex Parte Søtus for the Proceeding," MM Docket No. 10-104, FCC No. DA 10-840, released May 13, 2010; see ølso 47 C.F.R. $ 1.1200 et seq. The RestructuringApplications also request Commission consent to implement the Plan of Reorganization Accordingly, Tribune understands that the permit-but-disclose ex parte procedures applicable to non- restricted proceedings also will govern the Commission's consideration of the Restructuring Applications. See 47 C.F.R. $ 1.1206.
VI. Agreements for the Proposed Restructuring Transactions
The principal document governing the Restructuring Transactions is the DCL Plan. A copy of the DCL Plan is being filed with the Restructuring Application for WGN Continental Broadcasting Company,licensee of WGN(AM) and WGN-TV, Chicago, Illinois, and incorporated by reference in the other broadcast Restructuring Applications. Because the Restructuring Applications are wholly internal to Tribune, other anticipated transaction documents will consist of those associated with the notices, assignments, merger, conversion, and related filings under state law that will be prepared to reflect the changes in Tribune subsidiaries detailed in Section VII, and Attachments A and B, below. FCC Form 312 June2012 Page 6
The documents will be voluminous and will contain information that is not germane to the FCC's consideration ofthe Restructuring Applications. Documents relating to the bankruptcy proceeding generally will be available to the public through the Bankruptcy Court-5
VII. Specific Changes in Tribune Licensee Subsidiaries
Attachment A and Attachment B describe the changes in Tribune licensee subsidiaries that will result from the consummation of each of the Restructuring Transactions. The Restructuring Transactions involving satellite earth stations are described in Attachment B. The Restructuring Transactions involve only transfers and assignments among wholly owned direct or indirect subsidiaries of Tribune. Each assignee and transferee will be a debtor-in-possession following the consummation of the Step One Applications prior to Tribune's emergence from bankruptcy. The proforma assignments desøibed in the Step Two Applications substitute the licensee following the consummation of the transactions in the Step One Applications for the licensee listed in the Exit Applications, with such licensee no longer a debtor-in-possession.
s See LUJ, Inc. and Long Nine, Inc.,17 FCC Rcd 16980 (2002). Epiq Bankruptcy Solutions, LLC offers a list on its website of the publicly available filings in the Tribune bankruptcy docket as a service to the public. The list is available athfip:llchapterl l.epiqsystems.com./tribune (last visited June 8, 2012). The website is not the website of the United States Bankruptcy Court and does not purport to contain the complete, ofücial record ofthe Bankruptcy Court. All documents filed with the Bankruptcy Court are available for inspection at the offrce ofthe Clerk ofthe Bankruptcy Court during its normal business hours or may be accessed online for a fee via PACER at: htþ://www.deb.uscourts.gov. FCC Forms 3161 603 13121327 June2012 Page I
ATTACHMENT A: BROADCAST LICENSES HELD BY TRIBUITIE SUBSIDIARIES
Assignor or Assignee/ Call Sign and Community Description Transferor Transferee F'CC ID of License Tribune Tribune KCPQ(TÐ Tacoma, WA Assignor will convert into Television Broadcasting ß3894\ Tribune Broadcasting Seattle, Northwest, Seattle, LLC, K25CG.D' Aberdeen, LLC,awholly owned Inc., Debtor- Debtor-in- (33898\ WA subsidiary of Tribune in-Possession Possession K ?C}Í4.D' Centralia/ Broadcasting Company, LLC. (Assignor) (Assignee) ß3895\ Chehalis. WA KOTZC-D' Ellensburg- [formerly Kittitas, WA Ks4DXl ßs8961 K28KJ-D* Chelan, WA Iformerly K64ESl (33899\ Channel 40, KXTL, LLC, KT)(L(TV) Sacramento, Assignor will merge with and Inc., Debtor- Debtor-in- (r020s) CA into KTXL,LLC, a wholly in-Possession Possession owned subsidiary of Tribune (Assipnor) (Assisnee) Broadcastins Comoanv. LLC. KIAH [nc., K[AH, LLC, KIAH(TÐ Houston, TX Assignor will convert into Debtor-in- Debtor-in- (2s3e4) KIAH, LLC,a wholly owned Possession Possession subsidiary of Tribune (Assisnor) (Assisnee) Broadcastins Comoanv. LLC KSWB Inc., KSWB, LLC, KSWB-TV San Diego, Assignor will merge with and Debtor-in- Debtor-in- (5882D CA into KSWB,LLC, a wholly Possession Possession owned subsidiary of Tribune (Assisnor) (Assisnee) Broadcastinq Company " LLC. KTLA Inc., KTLA, LLC, KTLA(TÐ Los Angeles, Assignor will merge with and Debtor-in- Debtor-in- (3s670) CA into KTLA,LLC, a wholly Possession Possession owned subsidiary of Tribune (Assisnor) (Assipnee) Broadcastins Comoanv. LLC.
t Call sigrr change reflecting digiøl conversion. 'Call sign change reflecting digital conversion. ' Call sigr change reflecting digital conversion. o Call sign change reflecting digital conversion. FCC Forms 3 | 61 603 /3 I2l 327 Iune2012 Page2
Assignor or Assignee/ Call Sign and Community Description Transferor Transferee FCC ID of License Tribune Tribune KZJO(rÐ Seattle, WA The licenses for KJZO(TV) Television Broadcasting (formerly will be assigned to Tribune Holdings, Seattle, LLC, KMYQ(rv)) Broadcasting Seattle, LLC, a Inc., Debtor- Debtor-in- 69s71\ wholly owned subsidiary of in-Possession Possession K25CH-D North Bend, Tribune Broadcasting (Assignor) (Assígnee) (6es7s) WA Company, LLC. K29ED-D" Everett, WA (6es74) Tribune W)OVfl, LLC, mß{r(rÐ Grand Rapids, The licenses for \M)ilVf(TV) Television Debtor-in- ró84s3\ MI will be assigned to WXMI, Holdings, Possession W42CB-D' Hesperia, MI LLC,awholly owned Inc., Debtor- (Assignee) 64440\ subsidiary of Tribune in-Possession wl7DF-D" Muskegon, Broadcasting Company, LLC. (Assignor) (formerly MI w52DB) 64442\ Tribune KDAF, LLC, KDAF(TV) Dallas, TX The licenses for KDAF(TV) Television Debtor-in- (22201) will be assigned to KDAF, Company, Possession LLC, awholly owned Debtor-in- (Assignee) subsidiary of Tribune Possession Broadcasting Company, LLC. (Assipnor) Tribune Tribune \MTIC.TV Hartford, CT The licenses for WTIC-TV Television Broadcasting (147) will be assigned to Tribune Company, Hartford, Broadcasting Hartford, LLC, a Debtor-in- LLC, Debtor- wholly owned subsidiary of Possession in-Possession Tribune Broadcasting (Assisnor) (As.sisnee) Comoanv- LLC. Tribune WPMT, LLC, ïvPMr(TÐ York, PA The licenses for WPMT(TÐ Television Debtor-in- (t02ts) will be assigned to WPMT, Company, Possession LLC,awholly owned Debtor-in- (Assignee) subsidiary of Tribune Possession Broadcasting Company, LLC. (Assisnor)
5 Call sign change reflecting digital conversion.
u Call sigrr change reflecting digital conversion. t Call sign change reflecting digital conversion. t Call sign change reflecting digital conversion. FCC Forms 3 161 603 I 3 121327 June2012 Page 3
Assignor or Assignee/ Call Sign and Community Description Transferor Transferee FCC ID of License Tribune WPHL, LLC, WPFIL-TV Philadelphia, The licenses for WPHL-TV Television Debtor-in- (7387e) PA will be assigned to WPHL, Company, Possession LLC,awholly owned Debtor-in- (Assignee) subsidiary of Tribune Possession Broadcasting Company, LLC. (Assisnor) Tribune Tribune wxrN(rv) Indianapolis, The licenses for WXIN(TV) Television Broadcasting u46) IN will be assigned to Tribune Company, Indianapolis, Broadcasting Indianapolis, Debtor-in- LLC, Debtor- LLC,awholly owned Possession in-Possession subsidiary of Tribune (Assisnor) (Assisnee) Broadcastins Companv" LLC. Tribune KRCW, LLC, KRCW-TV Salem, OR The licenses for KRCW-TV Broadcast Debtor-in- ( 10192\ will be assigned to KRCW, Holdings, Possession lKl3ZEl' Prineville, OR LLC,awholly owned Inc., Debtor- (Assignee) ( I 29666\1 subsidiary of Tribune in-Possession K2OES Pendleton, Broadcasti4g Company, LLC. (Assignor) ( 12671) etc., OR K24DX Pendleton, ( 12678\ etc.. OR KRCW-LP Portland, OR (3515l',I Tribune Tribune wrrv(rÐ Bloomington, The licenses for WTTV(TV) Broadcast Broadcasting (s6523) TN and WTTK(TV) will be Holdings, Indianapolis, assigned to Tribune Inc., Debtor- LLC, Debtor- WTTK(TV)'," Kokomo,IN Broadcasting Indianapolis, in-Possession in-Possession (56s26) LLC,awholly owned (Assignor) (Assignee) subsidiary of Tribune Broadcastins Companv. LLC. WGN WGN wGN(AM) Chicago,IL Assignor will convert into Continental Continental (72 r 14) WGN Continental Broadcasting Broadcasting Broadcasting Company, LLC, Company, Company, WGN-TV Chicago,IL a wholly owned subsidiary of Debtor-in- LLC, Debtor- (72 r t5) Tribune Broadcasting Possession in-Possession Company, LLC. (Assisnor) (Assísnee)
e Construction permit surrendered for cancellation on August 8, 201l.
to Tribune Broadcast Holdings, Inc. operates WTIK(ñD, Kokomo, lndiana, as a satellite of WTTV(TV), Bloomington, Indiana. See Shareholders of Tribune Co.,22 FCC Rcd at2l284-21286. FCC Forms 3 1,6/ 603 I 3 12/327 June2012 Page 4
Assignor or Assignee/ Call Sign and Community Description Transferor Transferee FCC ID of License Channel 39, WSFL, LLC, WSFL.TV Miami, FL Assignor will convert into Inc., Debtor- Debtor-in- (r020s) WSFL, LLC, awholly owned in-Possession Possession subsidiary of Tribune (Assisnor) (Assipnee) Broadcastins Companv. LLC. KWGN Inc., KWGN, LLC, KWGN-TV Denver, CO Assignor will convert into Debtor-in- Debtor-in- (J5883) KWGN, LLC, awholly owned Possession Possession subsidiary of Tribune (Assisnor) (Assísnee) Broadcasting Company, LLC. Tribune Tribune wGNO(rÐ New Orleans, Control of Tribune Television Television Broadcasting (72119\ LA New Orleans,Inc.o licensee of New Orleans, Company, WNOL-TV New Orleans, WGNO(TV) and WNOL-TV, Inc., Debtor- LLC, Debtor- (s4280) LA will be transferred to Tribune in-Possession in-Possession Broadcasting Company, LLC, (Licensee), a (Transferee) and Tribune Television New subsidiary of Orleans,Inc. will become a Tribune wholly owned subsidiàry of Broadcasting Tribune Broadcasting Company Company, LLC. (Transferor\ WPIX,Inc., WPIX, LLC, wPrx(TV) New York, Assignor will convert into Debtor-in- Debtor-in- (7s881) NY WPIX, LLC, awholly owned Possession Possession subsidiary of Tribune (A.s.sìsnor) (Assisnee) Broadcastins Company, LLC. .WDCW, WDCW wDCw(rÐ Washington, Assignor will convert into Broadcasting, LLC, Debtor- (305761 DC WDCTW, LLC, awholly owned Inc., Debtor- in-Possession lw5lcY Chambersbur subsidiary of Tribune in-Possession (Assignee) (6468Ølt1 g, PA Broadcasting Company, LLC. (Assisnor) WCCT,Inc., Tribune WCCT-TV Waterbury, Assignor will convert into Debtor-in- Broadcasting (formerly CT Tribune Broadcasting Possession Hartford, wTXX(rÐ Hartford, LLC, awholly (formerly LLC, Debtor- (r40s0) owned subsidiary of Tribune named in-Possession Broadcasting Company, LLC. WTXX Inc.) (Assignee) (Assisnor)
rr Authorization surrendered for cancellation on August 12,2011. FCC Forms 3 | 61 603 / 3 121327 June2012 Page 5
Assignor or Assignee/ Call Sign and Community Description Transferor Transferee FCC ID of License KPLR,Inc., Tribune KPLR.TV St. Louis, MO Tribune Broadcasting Debtor-in- Broadcasting (3s4tD Company, which owns all of Possession Company, the issued and outstanding (Licensee), a LLC, Debtor- stock of KPLR,Inc., will be subsidiary of in-Possession, converted into a Delaware Tribune (Transferee) limited liability company, Broadcasting Tribune Broadcasting Company Company, LLC, which will be (Transferor) a wholly owned subsidiary of Tribune Comoanv. FCC Forms 3 | 61 603 /3 I2l 327 June2012 Page 6
ATTACHMENT B: NON.BROADCAST LICENSES ITELD BY TRIBTJITIE SUBSIDIARIES
Assignor or Assignee or Call Sign Description Transferor Transferee Channel39,Inc., WSFL, LLC, 1E0900161'' Assignor will convert into WSFL, Debtor-in- Debtor-in- LLC, awholly owned subsidiary of Possession Possession Tribune Broadcasting Company, (Assignor) (Assignee) LLC, a wholly owned subsidiary of E5159 Tribune Company.
Channel40,Inc., KXTL, LLC, WNEU6OO Assignor will merge with and into Debtor-in- Debtor-in- KTXL, LLC, awholly owned Possession Possession subsidiary of Tribune Broadcasting (Assignor) (Assignee) WNEU6Ol Company, LLC, a wholly owned subsidiary of Tribune Company.
E,070263
KG62
Chicago Tribune Chicago wQP427 Assignor will merge with and into Company, Tribune Chicago Tribune Company, LLC, a Debtor-in- Company, LLC, wholly owned subsidiary of Tribune Possession Debtor-in- Publishing Company, LLC, a wholly (Assignor) Possession owned subsidiary of Tribune (Assipnee\ Company. Chicagoland Chicagoland wNTO776 Assignor will merge with and into Microwave Television woF49 Chicagoland Television News, Inc., Licensee,Inc., News, LLC, F,040146 which will then convert into Debtor-in- Debtor-in- KB60l25 Chicagoland Television News, LLC, Possession Possession. l-wLY387l' a wholly owned subsidiary of (Assignor) (Assignee) [wLY388]'" Tribune Broadcasting Company, LLC, a wholly owned subsidiary of Tribune Company.
12 License assigned to and now held by WGN Continental Broadcasting Company, Debtor-in-Possession.
13 Surrendered for cancellation on August 12,2}ll. ra Surrendered for cancellation on August 12,2011. FCC Forms 3 I 61 603 / 3 121327 Jlur¡re2012 PageT
Assignor or Assignee or Call Sign Description Transferor Transferee The Hartford The Hartford wQDX448 Assignor will merge with and into Courant Courant The Hartford Courant Company, Company, Company, LLC, LLC, awholly owned subsidiary of Debtor-in- Debtor-in- Tribune Publishing Company, LLC, Possession Possession wholly owned subsidiary of Tribune (Assipnor\ (Assiçnee\ Comoanv. KIAH Inc., K[AH, LLC, WNSZ973 Assignor will convert into KIAH, Debtor-in- Debtor-in- LLC, awholly owned subsidiary of Possession Possession Tribune Broadcasting Company, a (Assignor) (Assignqe) wholly owned subsidiary ôf Tribune Company. E000330
Licensee: KPLR, Transferee: wPwc6l4 Tribune Broadcasting Company, Inc., Debtor-in- Tribune which owns all of the issued and Possession Broadcasting outstanding stock of KPLR,Inc., will Company, LLC, be converted into a Delaware limited Transferor: Debtor-in- liability company, Tribune Tribune Possession. wPwc6l6 Broadcasting Company, LLC, which Broadcasting will be a wholly owned subsidiary of Company Licensee Tribune Company. remains: KPLR,Inc., Debtor-in- Possession wPwc859
KSWB,Inc., KSWB, LLC, E080179 Assignor will merge with and into Debtor-in- Debtor-in- KSWB, LLC, awholly owned Possession Possession subsidiary of Tribune Broadcasting (,4ssignor) (Assignee) Company, LLC, a wholly owned subsidiarv of Tribune Company. FCC Forms 3 | 6 I 603 13 l2l 327 June2012 Page 8
Assignor or Assignee or Call Sign Description Transferor Transferee KTLA Inc., KTLA, LLC, KA6987T Assignor will merge with and into Debtor-in- Debtor-in- wPoTTl3 KTLA, LLC, awholly owned Pqssession Possession wPoT714 subsidiary of Tribune Broadcasting (Assignor) (Assígnee) WPYW95l Company, LLC, awholly owned WPZF492 subsidiary of Tribune Company. WPZVSSO woHV526 E0r0013 F,040245 E870836 El10041" Pending Applications 000s166830 0005 163816 000s 157978 0005157947 KWGN,Inc., KWGN, LLC, KNGWgIO Assignee will convert into KWGN, Debtor-in- Debtor-in- WNTY263 LLC, a wholly owned subsidiary of Possession Possession WNTZ34O Tribune Broadcasting Company, (Assignor) (Assignee) WPTJ722 LLC, awholly owned subsidiary of WPXF2I3 Tribune Company. E;020240 8990t79 Licensee; Los Transferee: KNNJ823 Ownership and control of Los Angeles Times Tribune KMH964 Angeles Times Communications, Communications, Publishing KNGL886 LLC, will be transferred from Company, Tribune Company to Tribune LLC, Debtor-in- LLC, KRT233 Possession Debtor-in- Publishing Company, LLC, a wholly WNMLTIO Possession owned subsidiary of Tribune Transferor: Licensee WNML7l1 Comnanv and Trih¡¡ne T.os Anoeles- Tribune remains as: wxM802 Inc. will be merged into Los Angeles Company, Los Angeles KD26376 Times Communications, LLC. Debtor-in- Times wPGW829 Possession Communication WPLR39I s LLC, Debtor- WPNY772 in-Possession WPSD866
15 Authorization issued after the filing of the Exit Applications. FCC Forms 3 | 6/ 603 / 3 12/ 327 June2012 Page 9
Assignor or Assignee or Call Sign Description Transferor Transferee Orlando Sentinel Orlando KIM936 Assignor will convert into Orlando Communications Sentinel Sentinel Communications Company, Company, Communication LLC, and the interests in the Orlando Debtor-in- s Company, Sentinel Communications Company, Possession LLC, Debtor- LLC, will be assigned from Tribune (,4ssignee) in-Possession Company to Tribune Publishing (Assignor) WNYHSO3 Company, LLC, so that Orlando Sentinel Communications Company, LLC, will become a wholly owned subsidiary of Tribune Publishing WPNL352 Company, LLC, a wholly owned subsidiary of Tribune Company.
Sun-Sentinel Sun-Sentinel WQFE854 Assignor will convert into Sun- Company, Company, LLC, Sentinel Company, LLC, and the Debtor-in- Debtor-in- interests in Sun-Sentinel Company Possession Possession will be conveyed from Tribune wPvITgl (Assignor) (,4ssignee) Company to Tribune Publishing Company, LLC, so that Sun-Sentinel Company, LLC , will become a wholly owned subsidiary of Tribune Publishing Company, LLC, awholly owned subsidiary of Tribune Comoanv. The Morning The Morning WPDT6TO Assignor will merge with and into Call,Inc., Debtor- Call,LLC, The Moming Call, LLC, a wholly in-Possession Debtor-in- KER671 owned subsidiary of Tribune (Assignor) Possession. Publishing Company, LLC, a wholly (Assignee) WPMP325 owned subsidiary of Tribune Comoanv. Tribune Broadcast Tribune 80001 17 The licenses will be assigned to Holdings,Inc., Broadcasting Tribune Broadcasting Indianapolis, Debtor-in- Indianapolis, LLC, awholly owned subsidiary of Broadcasting Company, Possession LLC, Debtor- E940434 Tribune (Assignor) in-Possession LLC, a wholly owned subsidiary of (Assisnee) Tribune Companv. FCC Forms 3 | 61 603 /3 l2l 327 June2012 Page l0
Assignor or Assignee or Call Sign Description Transferor Transferee Tribune KDAF, LLC, WPPB659 The licenses will be assigned to Television Debtor-in- KDAF, LLC, awholly owned Company, Possession subsidiary of Tribune Broadcasting Debtor-in- (Assignee) Company, LLC, a wholly owned Possession subsidiary of Tribune Company. (Assignor)
E000143
Tribune Tribune 8880192 The licenses will be assigned to Television Broadcasting Tribune Broadcasting Hartford, LLC, Company, Hartford, LLC, a wholly owned subsidiary of 8960251 Debtor-in- Debtor-in- Tribune Broadcasting Company, Possession Possession LLC, a wholly owned subsidiary of (Assignor) (Assignee) Tribune Company. E090014
Tribune WPMT, LLC, WPVV416 The licenses will be assigned to Television Debtor-in- wPwD6l5 WPMT, LLC, a wholly owned Company, Possession subsidiary of Tribune Broadcasting Debtor-in- (Assignee) E030089 Company, LLC, awholly owned Possession E910286 subsidiary of Tribune Company. lAssisnor) Tribune WPHL, LLC, E861091 The license will be assigned to Television Debtor-in- WPHL, LLC, a wholly owned Company, Possession subsidiary of Tribune Broadcasting Debtor-in- (Assignee) Company, LLC, a wholly owned Possession subsidiary of Tribune Company. (Assísnor\ FCC Forms 3 16/ 603 13 12/327 June2012 Page 11
Assignor or Assignee or Call Sign Description Transferor Transferee Tribune Tribune F;0t0294 The licenses will be assigned to Television Broadcasting Tribune Broadcasting Indianapolis, 8050094 Company, Indianapolis, LLC, awholly owned subsidiary of Debtor-in- LLC, Debtor- 8940358 Tribune Broadcasting Company, Possession in-Possession LLC, awholly owned subsidiary of (Assignor) (Assignee) 8110039'' Tribune Company.
Tribune WXMI, LLC, WNDA663 The licenses will be assigned to Television Debtor-in- WXMI, LLC, awholly owned wPos479 Holdings,Inc., Possession subsidiary of Tribune Broadcasting Debtor-in- (Assignee) wP)(L969 Company, LLC, a wholly owned Possession 898050s subsidiary of Tribune Company. (Assignor) woox723" woPE760'" Tribune Tribune 8060339 Control of Tribune Television New Television New Broadcasting E;070143 Orleans, Inc., will be transferred to Orleans,Inc., Company, LLC, E090031 Tribune Broadcasting Company, Debtor-in- Debtor-in- F;96002s LLC,awholly owned subsidiary of Possession Possession WPJD417 Tribune Company. (Licensee), a (Transferee) WPJD418 subsidiary of WPTC527 Tribune WPTC528 Broadcasting Company (Transferor\
16 Authorization issued after the filing of the Exit Applications. r7 The authorization for rWQOX723 was issued after the filing of the Exit Applications. A notice of completion of construction has been filed for WQOX723.
18 The authorizationfor WQPE760 was issued after the filing of the Exit Applications. A notification of the completion of construction of the facility was filed with the Commission on June 7 ,2012. FCC Forms 3 I 6/ 603 / 3 12/ 327 June2012 Page 12
Assignor or Assignee or Call Sign Description Transferor Transferee Tribune Tribune WPND9OO Assignor will convert into Tribune Television Broadcasting WPLP484 Broadcasting Seattle, LLC, a wholly Northwest,Inc., Seattle, LLC, WPNDgOI owned subsidiary of Tribune Debtor-in- Debtor-in- WPNJ2IO Broadcasting Company, LLC, a Possession Possession wPoN880 wholly owned subsidiary of Tribune (Assignor) (Assignee) wPoN881 Company. WPSS919 WPYH836 woDR693 wPoQ408 E,030207 8050057 8990062 E120001', WGN Continental WGN KNNl895 Assignor will convert into WGN Broadcasting Continental WNTH421 Continental Broadcasting Company, Company, Broadcasting WPMW586 LLC, a wholly owned subsidiary of Debtor-in- Company, LLC, WPNJ494 Tribune Broadcasting Company, Possession Debtor-in- E030276 LLC, a wholly owned subsidiary of (Assignor) Possession E040339 Tribune Company. (Assignee) E980088 8090016"
WPIX,Inc., W?IX, LLC, 8110038','. Assignor will convert into WPIX, Debtor-in- Debtor-in- 8860695 LLC, awholly owned subsidiary of Possession Possession 8970060 Tribune Broadcasting Company, (Assignor) (Assignee) F;040317 LLC, awholly owned subsidiary of 8120002'" Tribune Company. WPNM862 wPoR428
re Authorization issued after the filing of the Exit Applications. to License acquired from Channel 39, Inc., Debtor-in-Possession. 2t Authorization issued after the filing of the Exit Applications. 22 Authorization issued after the filing of the Exit Applications. ATTACHMENT C
Attachment C is being frled with the Restructuring Application for WGN Continental Broadcasting Company, Debtor-in- Possession, licensee of 'WGN(AM) and WGN-TV, Chicago, Illinois, and is incorporated by reference in the other broadcast, satellite, wireless and CARS Restructuring Applications being filed concurrently with the WGN application