Attachment 1 Description of Pro Forma Transaction
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Quincy Newspapers, Inc. et al. FCC Form 312 ATTACHMENT 1 DESCRIPTION OF PRO FORMA TRANSACTION The instant application involves the pro forma assignment of the FCC International Bureau licenses of the below listed earth stations from Quincy Newspapers, Inc. (“QNI”) or a wholly owned first- tier subsidiary of QNI to a wholly owned second-tier subsidiary of QNI. This pro forma application is accompanied by and related to the corresponding pro forma Media Bureau applications filed by the Applicant for its full-power television stations in File Nos. 20151021AGF, 20151021AHL, 20151021AGV, and 20151021AHG. The instant application is one of four inter-related applications for which consent to assignment of earth station licenses is sought. The complete list of the Assignor’s FCC International Bureau authorizations for which assignment is sought is below: Call Type of Earth Station Facility Name of Current Name of Proposed Sign Licensee Assignee 1. E090013 Transmit Only Fixed C-Band WISE-TV License, LLC WPTA License, LLC Transmit/Receive 2. E030098 KWWL Television, Inc. KWWL License, LLC Temporary/Fixed Ku-Band Transmit/Receive 3. E950239 KWWL Television, Inc. KWWL License, LLC Temporary/Fixed Ku-Band Transmit/Receive 4. E970099 WKOW Television, Inc. WKOW License, LLC Fixed Ku-Band Transmit/Receive 5. E050130 Temporary/Fixed WVVA Television, Inc. WVVA License, LLC Ku-Band Transmit/Receive 6. E940161 WVVA Television, Inc. WVVA License, LLC Fixed Ku-Band The Commission recently approved QNI’s acquisition of the earth stations listed in item 1 in the above table. See SES-ASG-20141201-00878 (the “Granite Acquisition Application”). This acquisition has not yet been consummated. As reflected in the “Before Reorganization” diagram below, QNI sought and obtained Commission consent to assignment of these licenses directly to QNI. At or after closing, QNI intends to undertake a pro forma corporate reorganization, for which QNI hereby seeks Commission consent. As shown in the “After Reorganization” diagram below, following the reorganization, newly formed second-tier subsidiaries will hold the International Bureau licenses, and 100% of the membership interest in these second-tier limited liability companies will be held by newly formed first-tier holding companies. One hundred percent of the stock of each first-tier holding company will be held by QNI. QNI also seeks consent to the assignment of its existing International Bureau licenses (those it holds prior to the closing of the transactions contemplated in the Granite Acquisition Application) from existing first-tier subsidiaries to newly formed second-tier subsidiaries. These earth stations are listed in items 2-6 in the above table. One hundred percent of the stock of the first-tier holding companies is currently held, and will continue after reorganization to be held, by QNI. After the reorganization, as shown in the “After Reorganization” diagram below, the International Bureau licenses will be held by second-tier subsidiaries, and 100% of the membership interest in each newly formed second-tier subsidiary will be held by a corresponding first-tier holding company. One hundred percent of the stock of each first-tier holding company is held by QNI. Following is a summary depiction of the proposed pro forma transaction: - 1 - Before Reorganization - 2 - After Reorganization - 3 - This is a pro forma transaction because the transaction is a “corporate reorganization which involves no substantial change in the beneficial ownership” of the FCC licenses. See 47 C.F.R. § 73.3540(f)(4). Since this application is in connection with an internal corporate restructuring, there is no formal written agreement for this pro forma transaction. For reference, the qualifications of the attributable parties of QNI and its subsidiaries1 was last approved on “long-form” by the Commission on September 15, 2015, in FCC File Numbers BALCDT- 20140221ABR, BALCDT-20140221ABQ, BALCDT-20140221ABN, BALCDT-20140221ABO, and BALCDT-20140221ABL. ***** 1 The attributable parties of each of QNI’s first-tier and second-tier subsidiary licensee companies is made up entirely of attributable parties of QNI. - 4 - EXHIBIT E CHANGES IN INTERESTS AS A RESULT OF TRANSACTION Interest Held Names and Addresses Citizenship Before Transaction After Transaction % of Votes % of Assets % of Votes % of Assets WKOW Television, Inc. (Assignor of E970099) Domestic PO Box 909 100% 100% 100%* 100%* Corporation Quincy, IL 62306 WKOW License, LLC Domestic (Assignee of E970099) Limited PO Box 909 0% 0% 100% 100% Liability Quincy, IL 62306 Company KWWL Television, Inc. (Assignor of E030098 & Domestic E950239) 100% 100% 100%* 100%* PO Box 909 Corporation Quincy, IL 62306 KWWL License, LLC (Assignee of E030098 & Domestic Limited E950239) 0% 0% 100% 100% PO Box 909 Liability Quincy, IL 62306 Company WVVA Television, Inc. (Assignor of E050130 & Domestic E940161) 100% 100% 100%* 100%* PO Box 909 Corporation Quincy, IL 62306 WVVA License, LLC (Assignee of E050130 & Domestic Limited E940161) 0% 0% 100% 100% PO Box 909 Liability Quincy, IL 62306 Company Quincy Newspapers, Inc. (Assignor of E090013) Domestic PO Box 909 100% 100% 100%* 100%* Corporation Quincy, IL 62306 WPTA License, LLC (Assignee of E090013) Domestic Limited PO Box 909 0% 0% 100% 100% Quincy, IL 62306 Liability Company Quincy Newspapers, Inc. (Parent Company of Parties to Domestic the Application) 100%* 100%* 100%* 100%* PO Box 909 Corporation Quincy, IL 62306 Lee Lindsay Curtis Grantor Irrevocable Trust Domestic 26%* 26%* 26%* 26%* 1648 Maine Street Trust Quincy, IL 62301 * Interest held indirectly via one or more wholly owned corporate intermediary entity(ies). The Assignors and Assignees are either Quincy Newspapers, Inc. (“QNI”) or wholly owned subsidiaries of QNI. A corporate structure diagram is included in Attachment 1. The Lee Lindsay Curtis Grantor Irrevocable Trust is the only holder of ten percent (10%) or more of the voting stock of QNI. ***** EXHIBIT F PUBLIC INTEREST Grant of the instant application would be in the public interest because it would permit the applicant licensee and the assignor/assignee to continue to operate the respective earth station(s) listed in Attachment 1 which are used for newsgathering and other activities in conjunction with the licensee’s and assignor/assignee’s ownership and operation of various full- power television stations..