Raycom/Drewry FCC Form 312 Exhibit F FCC Form
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Raycom/Drewry FCC Form 312 Exhibit F FCC Form 312 Schedule A, Question A21 EXHIBIT F Transaction Description and Public Interest Statement Pursuant to a Purchase Agreement dated as of July 29, 2015 (the “Agreement”), TV-3, LLC (“TV-3”), an indirect subsidiary of Raycom Media, Inc. (“Raycom”), is purchasing the equity interests and certain assets of the television and radio station licensees and other subsidiaries comprising the Drewry Communications station group (“Drewry”). In some cases, the transaction will be accomplished by the direct assignment of licenses from the current Drewry licensee to a newly-created Raycom subsidiary. In other cases, the transaction will be accomplished by the merger of the Drewry licensee into a Raycom subsidiary, which will simultaneously assign the FCC licenses into a wholly-owned license subsidiary. Thus, in each case, the post-closing Raycom licensee will differ from the current Drewry licensee, and all of the concurrently filed Form 312 applications are structured as license assignments. The table below summarizes the assignments of the full-power televisions stations, which are illustrated in more detail in Attachments A and B hereto. Market (Rank) Station Community Fac. ID Assignor Assignee Waco-Temple- KXXV(TV) Waco, TX 9781 Centex Television KXXV License Bryan, TX Limited Subsidiary, (87) Partnership LLC Amarillo, TX KEYU(TV) Borger, TX 83715 Midessa KFDA/KEYU (130) KEYU-FM Amarillo, TX 39892 Broadcasting License Limited Subsidiary, Partnership LLC KFDA-TV Amarillo, TX 51466 Panhandle Telecasting Limited Partnership Wichita Falls, KSWO-TV Lawton, OK 35645 KSWO Television KSWO License TX-Lawton, Co. Inc. Subsidiary, OK (145) LLC DC: 5801662-1 Raycom/Drewry FCC Form 312 Exhibit F Page 2 Market (Rank) Station Community Fac. ID Assignor Assignee Odessa- KWAB-TV Big Spring, 42008 Midessa KWES License Midland, TX TX Television Limited Subsidiary, (146) KWES-TV Odessa, TX 42007 Partnership LLC KTXC(FM) Lamesa, TX 71650 Midessa Broadcasting Limited Partnership The satellite earth station authorizations identified in this FCC Form 312 application are used in connection with the operations of the licensees’ television stations, and no change in the operation or use of the satellite earth station authorizations will occur as a result of the grant of these pro forma transfers of control. Accordingly, the public interest would be served by prompt consent to this application. Attachment A: Current Ownership (Drewry) KSWO Television Co., Inc. (including notes on transaction structure) KSWO-TV, KSWX-LP Sole Shareholder Licenses assigned to KSWO License Adelante Television of Texas, Subsidiary, LLC Inc. 1% GP Lawton Cablevision, Inc. 99% LP Sole Adelante Television Limited Shareholder Partnership Sole Shareholder KTLE-LP, KKTM-LP, KSCM-LP Sole Member Licenses assigned to KWES LCI Television of Texas, KSWO Television of Texas, License Subsidiary, LLC, KSWO Inc. Inc. License Subsidiary, LLC, and KXXV License Subsidiary, LLC, respectively Manager 1% GP 1% GP 1% GP 45% LP 1% GP 54% LP 49% LP 99% LP 50% LP 99% LP Centex Television Limited Texhoma Broadcasting, LLC Panhandle Telecasting Midessa Television Midessa Broadcasting Partnership Limited Partnership Limited Partnership Limited Partnership KRHD-CD, KXXV(TV) KFDA-TV, KZBZ-CD, K29HB- KWES-TV, KWAB-TV KEYU(TV), KEYU-FM D, K38KZ-D KTXC(FM) Merged into KXXV, LLC; Merged into KWES, LLC; Licenses simultaneously assigned to Merged into KFDA/KEYU, LLC; Licenses simultaneously assigned KEYU(DT) and KEYU-FM assigned KXXV DC: License 5801662-1 Subsidiary, LLC Licenses simultaneously assigned to to KWES License Subsidiary, to KFDA/KEYU License Subsidiary, KFDA/KEYU License Subsidiary, LLC LLC; KTXC(FM) assigned to KWES LLC License Subsidiary, LLC Attachment B: Post-Closing Ownership (Raycom) Raycom Media, Inc. 77.41% (remaining interest indirectly held through a sister wholly-owned subsidiary) TV Stations Holdings, LLC 100% Raycom TV Broadcasting, LLC 100% TV-3, LLC 100% 100% 100% 100% KFDA/KEYU, LLC KWES, LLC KXXV, LLC KSWO, LLC 100% 100% 100% 100% KFDA/KEYU License KWES License KXXV License KSWO License Subsidiary, LLC Subsidiary, LLC Subsidiary, LLC Subsidiary, LLC Assignee of Amarillo Assignee of Odessa Assignee of Waco Assignee of Wichita licenses: KEYU(TV), licenses: KWAB-TV, licenses: Falls licenses: KFDA-TV, KEYU-FM, KWES-TV, KTLE- KXXV(TV), KRHD- KSWO-TV, KSWX- KZBZ-CD, K29HB-D, LP, KTXC(FM) CD, KSCM-LP LP, KKTM-LP K38KZ-D DC: 5801662-1 .