NPP FCC Exhibit No. 125

Transcription

UNITED STATES OF AMERICA
FEDERAL COMMUNICATIONS COMMISSION
WASHINGTON, D.C. 20554
(FOR CHIEF, AUDIO DIVISION, MEDIA BUREAU)
DATE: 11/23/2010
X CONSENT TO ASSIGNMENT:
FROM: SUN CITY LICENSES, LLC
CONSENT TO TRANSFER:
TO:
ATMOR PROPERTIES INC.
Licensee/Permittee:
(for transfer only)
CALL
CLASS SIGN
FM
KVIB
FACILITY
FILE#
ID
BALH-20101007AAU
16770
STATION LOCATION
SUN CITY WEST, AZ
AUXILIARY
STATIONS
ALL CURRENTLY
AUTHORIZED
AUXILIARY
STATIONS
Under authority of the Communications Act of 1934, as amended, the consent of the
Federal Communications Commission is hereby granted to the transaction indicated
above.
The Commission's consent to the above is based on the representations made by the
applicants that the statements contained in, or made in connection with, the
application are true and that the undertakings of the parties upon which this
transaction is authorized will be carried out in good faith.
The actual consummation of voluntary transactions shall be completed within 90
days from the date hereof, and notice in letter form thereof shall promptly be
furnished to the Commission by the seller or buyer showing the date the acts
necessary to effect the transaction were completed. Upon furnishing the Commission
with such written notice, this transaction will be considered completed for all
purposes related to the above described station(s).
FCC Form 323, Ownership Report, must be filed within 30 days after consummation,
by the licensee/permittee or assignee.
ADDITIONAL REQUIREMENTS FOR ASSIGNMENTS ONLY:
Upon consummation the assignor must deliver the permit/license, including any
modifications thereof to the assignee.
It is hereby directed that, upon consummation, a copy of this consent be posted
with the station authorization(s) as required by the Commission's Rules and
Regulations.
The assignee is not authorized to construct nor operate said station(s) unless and
until notification of consummation in letter form has been forwarded to the
Commission.
NPP FCC Exhibit No. 125
Page 1 of 1
FCC FORM 732 August 1992
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Approved by OMB FOR FCC USE ONLY
3060-0031 (June 2010)
Federal Communications Commission
Washington, D.C. 20554
FCC 314
APPLICATION FOR CONSENT TO ASSIGNMENT
OF BROADCAST STATION CONSTRUCTION
PERMIT OR LICENSE
FOR COMMISSION USE ONLY
FILE NO.
BALH - 20101007AAU
Read INSTRUCTIONS Before Filling Out Form
Section I - General Information
1. Legal Name of the Licensee/Permittee
SUN CITY LICENSES, LLC
Mailing Address
4745 NORTH 7TH STREET, SUITE 410
City
PHOENIX
State or Country (if foreign address)
AZ
Zip Code
85014 -
Telephone Number (include area code)
6026829800
E-Mail Address (if available)
[email protected]
FCC Registration Number:
0013781786
Facility ID Number
16770
Call Sign
KVIB
2. Contact Representative (if other than licensee/permittee)
KEVIN C. BOYLE
Firm or Company Name
LATHAM & WATKINS LLP
Mailing Address
555 ELEVENTH STREET, NW, SUITE 1000
City
WASHINGTON
DC
2026372200
ZIP Code
20004 - 1304
E-Mail Address (if available)
[email protected]
3. Legal Name of the Assignee
ATMOR PROPERTIES INC.
Mailing Address
17077 SWANSFIELD ROAD
City
COLUMBIA
MD
2023509658
4. Contact Representative (if other than assignee)
A. THOMAS CARROCCIO
ZIP Code
21044 E-Mail Address (if available)
[email protected]
Firm or Company Name
Mailing Address
1140 NINETEENTH ST.
SUITE 600
City
WASHINGTON
DC
2022968870
Zip Code
20036 E-Mail Address (if available)
[email protected]
5.
https://licensing.fcc.gov/cgi-bin/ws.exe/prod/cdbs/forms/prod/cdbsmenu.hts?context=25&a...
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If this application has been submitted without a fee, indicate reason for fee exemption (see 47 C.F.R. Section 1.1114):
Governmental Entity
Noncommercial Educational Licensee/Permittee
Other
N/A (Fee Required)
6. Purpose of Application:
Assignment of license
Assignment of construction permit
Amendment to pending application
File number of pending application: If an amendment, submit as an Exhibit a listing by Section and Question Number of the
portions of the pending application that are being revised.
7. Were any of the authorizations that are the subject of this application obtained through the
Commission's competitive bidding procedures (see 47 C.F.R. Sections 1.2111(a) and
73.5001)?
If yes, list pertinent authorizations in an Exhibit.
[Exhibit 1]
Yes
No
[Exhibit 2]
8. a. Were any of the authorizations that are the subject of this application obtained through the
Commission's point system for reserved channel noncommercial educational stations (see 47
C.F.R. Sections 73.7001 and 73.7003)?
Yes
No
b. If yes to 8(a), have all such stations operated for at least 4 years with a minimum operating
schedule since grant pursuant to the point system?
If no, list pertinent authorizations in an Exhibit and include in the Exhibit a showing that the
transaction is consistent with the holding period requirements of 47 C.F.R. Section 73.7005
(a).
Yes
No
c. LPFM Licenses Only: Has the assignor held the station license and operated the station for at
least three years?
[Exhibit 3]
Yes
No
N/A
9. a. Were any of the authorizations that are the subject of this application obtained after award of
a dispositive Section 307(b) preference using the Tribal Priority, or through the Tribal
Priority as applied before the NCE fair distribution analysis set forth in 47 C.F.R. § 73.7002
(b)?
Yes
No
b. If yes to 9(a), have all such stations operated for at least 4 years with a minimum operating
schedule since grant?
Yes
No
c. If no to 9(b), are both the assignor/transferor and assignee/transferee either (1) a federally
recognized Native American tribe or Alaska Native village (a "Tribe") or consortium of
Tribes, (2) an enrolled member of a Tribe, or (3) an entity 70 percent or more owned or
controlled by a Tribe or Tribes, or enrolled member(s) of a Tribe or Tribes, and are the
qualifying Tribe or Tribes in factors (1), (2), or (3) occupying tribal lands, portions of which
are covered by at least 50 percent of the stations' principal community contours?
Yes
No
[Exhibit 4]
If no, list pertinent authorizations in an Exhibit and include in the Exhibit a showing that the
transaction is consistent with the established Tribal Priority holding period restrictions, or
that the policy should be waived.
Section II - Assignor
1. Certification. Licensee/permittee certifies that it has answered each question in this
application based on its review of the application instructions and worksheets. Licensee further
Yes
No
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certifies that where it has made an affirmative certification below, this certification constitutes
its representation that the application satisfies each of the pertinent standards and criteria set
forth in the application instructions and worksheets.
2. Authorizations to be Assigned. List the authorized stations and construction permits to be
assigned. Provide the Facility Identification Number and the Call Sign, or the Facility
Identification Number and the File Number of the Construction Permit, and the location, for
each station to be assigned. Include main stations, FM and/or TV translator stations, LPTV
stations, FM and/or TV booster stations.
[Enter Station Information]
List the authorized stations and construction permits to be assigned. Provide the Facility
Identification Number and the Call Sign, or the Facility Identification Number and the File
Number of the Construction Permit, and the location, for each station to be assigned. Include
main stations, FM and/or TV translator stations, LPTV stations, FM and/or TV booster stations.
Facility ID
Number
16770
Call Sign or Construction Permit File Number
KVIB -
City
SUN CITY
WEST
State
AZ
3. Agreements for Sale of Station. Licensee/permittee certifies that:
a. it has placed in its public inspection file(s) and submitted as an exhibit to this item copies of
all agreements for the sale of the station(s);
b. these documents embody the complete and final understanding between licensee/permittee
and assignee; and
c. these agreements comply fully with the Commission's rules and policies.
Exhibit Required
4. Other Authorizations. List call signs, locations and facility identifiers of all other broadcast
stations in which licensee/permittee or any party to the application has an attributable interest.
5. Character Issues. Licensee/permittee certifies that neither licensee/permittee nor any party to
the application has or has had any interest in, or connection with:
a. any broadcast application in any proceeding where character issues were left unresolved or
were resolved adversely against the applicant or any party to the application; or
b. any pending broadcast application in which character issues have been raised.
6. Adverse Findings. Licensee/permittee certifies that, with respect to the licensee/permittee and
each party to the application, no adverse finding has been made, nor has an adverse final action
been taken by any court or administrative body in a civil or criminal proceeding brought under
the provisions of any law related to any of the following: any felony; mass media-related
antitrust or unfair competition; fraudulent statements to another governmental unit; or
discrimination.
7. Local Public Notice. Licensee/permittee certifies that it has or will comply with the public
notice requirements of 47 C.F.R. Section 73.3580.
8. Auction Authorization. Licensee/permittee certifies that more than five years have passed
since the issuance of the construction permit for the station being assigned, where that permit
was acquired in an auction through the use of a bidding credit or other special measure.
Yes
No
[Exhibit 5]
N/A
[Exhibit 6]
Yes
No
See Explanation in
[Exhibit 7]
Yes
No
See Explanation in
[Exhibit 8]
Yes
No
Yes
No
N/A
See Explanation in
[Exhibit 9]
9. Anti-Drug Abuse Act Certification. Licensee/permittee certifies that neither
licensee/permittee nor any party to the application is subject to denial of federal benefits
pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988, 21 U.S.C. Section 862.
Yes
No
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10. Anti-Discrimination Certification. Licensee/permittee certifies that neither licensee/permittee
nor any party to the application have violated the Commission's prohibition against
discrimination on the basis of race, color, religion, national origin or sex in the sale of
commercially operated AM, FM, TV, Class A TV or international broadcast stations.
Yes
No
N/A
See Explanation in
[Exhibit 10]
I certify that the statements in this application are true, complete, and correct to the best of my knowledge and belief, and are
made in good faith. I acknowledge that all certifications and attached Exhibits are considered material representations.
Typed or Printed Name of Person Signing
STEPHEN F. GORMLEY
Signature
Typed or Printed Title of Person Signing
MANAGER OF SOLE MEMBER OF SOLE MEMBER
Date
10/06/2010
WILLFUL FALSE STATEMENTS ON THIS FORM ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT (U.S.
CODE, TITLE 18, SECTION 1001), AND/OR REVOCATION OF ANY STATION LICENSE OR CONSTRUCTION
PERMIT (U.S. CODE, TITLE 47, SECTION 312(a)(1)), AND/OR FORFEITURE (U.S. CODE, TITLE 47, SECTION 503).
Section III - Assignee
1. Certification. Assignee certifies that it has answered each question in this application based on
its review of the application instructions and worksheets. Assignee further certifies that where it
has made an affirmative certification below, this certification constitutes its representation that the
application satisfies each of the pertinent standards and criteria set forth in the application
instructions and worksheets.
2. Assignee is:
an individual
a limited partnership
a general partnership
a not-for-profit
corporation
Yes
No
a for-profit corporation
a limited liability company
(LLC/LC)
other
a. If "other", describe nature of applicant in an Exhibit.
3. Agreements for Sale of Station. Assignee certifies that:
a. the written agreements in the licensee/permittee's public inspection file and submitted to the
Commission embody the complete and final agreement for the sale of the station(s) which are
to be assigned; and
b. these agreements comply fully with the Commission's rules and policies.
[Exhibit 11]
Yes
No
See Explanation in
[Exhibit 12]
4. Parties to the Application.
a. List the assignee, and, if other than a natural person, its officers, directors, stockholders with attributable interests,
non-insulated partners and/or members. If a corporation or partnership holds an attributable interest in the assignee,
list separately its officers, directors, stockholders with attributable interests, non-insulated partners and/or members.
Create a separate row for each individual or entity. Attach additional pages if necessary.
(1) Name and address of the assignee and each
(2) Citizenship.
party to the application holding an attributable
(3) Positional Interest: Officer, director, general partner, limited
intrerest (if other than individual also show
partner, LLC member, investor/creditor attributable under the
name, address and citizenship of natural
Commission's equity/debt plus standard., etc.
person authorized to vote the stock or holding
the attributable interest). List the assignee
(4) Percentage of votes.
first, officers next, then directors and,
thereafter, remaining stockholders and other (5) Percentage of total assets (debt plus equity).
entities with attributable interests, and
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partners.
[Enter Parties/Owners Information]
4a. Parties to the Application
List the assignee, and, if other than a natural person, its officers, directors, stockholders with attributable interests,
non-insulated partners and/or members. If a corporation or partnership holds an attributable interest in the assignee,
list separately its officers, directors, stockholders with attributable interests, non-insulated partners and/or members.
Create a separate row for each individual or entity.
(1) Name and address of the assignee and each party to the application holding an attributable intrerest (if other than
individual also show name, address and citizenship of natural person authorized to vote the stock or holding the
attributable interest). List the assignee first, officers next, then directors and, thereafter, remaining stockholders and
other entities with attributable interests, and partners.
(2) Citizenship.
(3) Positional Interest: Officer, director, general partner, limited partner, LLC member, investor/creditor attributable
under the Commission's equity/debt plus standard., etc.
(4) Percentage of votes.
(5) Percentage of total assets(debt plus equity).
(1) Name and Address
SHUBERT-ATMOR VALUE ENTERPRISE, LLC, 11077
SWANSFIELD ROAD, COLUMBIA, MD 21044
(1) Name and Address
LEE W. SHUBERT, 11077 SWANSFIELD ROAD,
COLUMBIA, MD 21044
(2) Citizenship
US
(2) Citizenship
US
(3) Positional
Interest
TRUSTEE
(3) Positional
Interest
SOLE MEMBER OF
TRUSTEE
(4) Percentage (5) Percentage
of Votes
of total assets
(debt plus
equity)
100
100
(4) Percentage (5) Percentage
of Votes
of total assets
(debt plus
equity)
100
100
or [Exhibit 13]
b. Assignee certifies that equity interests not set forth above are non-attributable.
Yes
No
N/A
See Explanation in
[Exhibit 14]
5. Other Authorizations. List call signs, locations and facility identifiers of all other broadcast
stations in which licensee/permittee or any party to the application has an attributable interest.
N/A
[Exhibit 15]
6. Multiple Ownership.
a. Is the assignee or any party to the application the holder of an attributable radio joint sales
agreement or an attributable radio or television time brokerage agreement with the station(s)
subject to this application or with any other station in the same market as the station(s) subject
to this application?
Yes
No
[Exhibit 16]
If "Yes," radio applicants must submit as an Exhibit a copy of each such agreement for radio
stations.
b. Assignee certifies that the proposed assignment complies with the Commission's multiple
ownership rules and cross-ownership rules.
AM and/or FM Radio applicants only: If "Yes," submit an Exhibit providing information
Yes
No
[Exhibit 17]
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regarding the market, broadcast station(s), and other information necessary to demonstrate
compliance with 47 C.F.R. § 73.3555(a).
All applicants: If "No," submit as an Exhibit a detailed explanation in support of an
exemption from, or waiver of, 47 C.F.R. § 73.3555.
c. Assignee certifies that the proposed assignment:
1. does not present an issue under the Commission's policies relating to media interests of
immediate family members;
2. complies with the Commission's policies relating to future ownership interests; and
3. complies with the Commission's restrictions relating to the insulation and nonparticipation
of non-party investors and creditors.
d. Does the Assignee claim status as an "eligible entity," that is, an entity that qualifies as a
small business under the Small Business Administration's size standards for its industry
grouping (as set forth in 13 C.F.R. § 121-201), and holds (1) 30 percent or more of the stock
or partnership interests and more than 50 percent of the voting power of the corporation or
partnership that will own the media outlet; or (2) 15 percent or more of the stock or
partnership interests and more than 50 percent of the voting power of the corporation or
partnership that will own the media outlet, provided that no other person or entity owns or
controls more than 25 percent of the outstanding stock or partnership interests; or (3) more
than 50 percent of the voting power of the corporation that will own the media outlet (if such
corporation is a publicly traded company)?
Yes
No
See Explanation in
[Exhibit 18]
Yes
No
See Explanation in
[Exhibit 19]
All applicants: If "Yes," submit as an Exhibit a detailed showing demonstrating proof of
status as an eligible entity.
e. Does this assignment include a grand-fathered cluster of stations?
All applicants: If "Yes", applicant certifies that it will come in compliance by divesting the
necessary station(s) within 12 months of the consummation of this transaction to:
Yes
No
A. An Eligible Entity (as defined in Item 6d, above).
Yes
No
B. An Irrevocable Trust that will assign the station(s) to an Eligible Entity.
Yes
No
All applicants: If "Yes" to Item 6e A or B: Submit as an Exhibit a copy of the form of
irrevocable trust agreement providing for the assignment of the station(s) to an Eligible
Entity.
7. Character Issues. Assignee certifies that neither assignee nor any party to the application has or
has had any interest in, or connection with:
a. any broadcast application in any proceeding where character issues were left unresolved or
were resolved adversely against the applicant or any party to the application; or
b. any pending broadcast application in which character issues have been raised.
8. Adverse Findings. Assignee certifies that, with respect to the assignee and each party to the
application, no adverse finding has been made, nor has an adverse final action been taken by any
court or administrative body in a civil or criminal proceeding brought under the provisions of any
law related to any of the following: any felony; mass media-related antitrust or unfair
competition; fraudulent statements to another governmental unit; or discrimination.
9. Alien Ownership and Control. Assignee certifies that it complies with the provisions of Section
310 of the Communications Act of 1934, as amended, relating to interests of aliens and foreign
governments.
10. Financial Qualifications. Assignee certifies that sufficient net liquid assets are on hand or are
available from committed sources to consummate the transaction and operate the station(s) for
three months.
11. Program Service Certification. Assignee certifies that it is cognizant of and will comply with its
See Explanation in
[Exhibit 20]
Yes
No
See Explanation in
[Exhibit 21]
Yes
No
See Explanation in
[Exhibit 22]
Yes
No
See Explanation in
[Exhibit 23]
Yes
No
See Explanation in
[Exhibit 24]
Yes
No
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obligations as a Commission licensee to present a program service responsive to the issues of
public concern facing the station's community of license and service area.
12. Auction Authorization. Assignee certifies that where less than five years have passed since the
issuance of the construction permit and the permit had been acquired in an auction through the
use of a bidding credit or other special measure, it would qualify for such credit or other special
measure.
Yes
No
N/A
See Explanation in
[Exhibit 25]
13. Anti-Drug Abuse Act Certification. Assignee certifies that neither assignee nor any party to the
application is subject to denial of federal benefits pursuant to Section 5301 of the Anti-Drug
Abuse Act of 1988, 21 U.S.C. Section 862.
14. Equal Employment Opportunity (EEO). If the applicant proposes to employ five or more fulltime employees, applicant certifies that it is filing simultaneously with this application a Model
EEO Program Report on FCC Form 396-A.
Yes
No
Yes
No
N/A
I certify that the statements in this application are true, complete, and correct to the best of my knowledge and belief, and are
made in good faith. I acknowledge that all certifications and attached Exhibits are considered material representations. I
hereby waive any claim to the use of any particular frequency as against the regulatory power of the United States because of
the previous use of the same, whether by license or otherwise, and request an authorization in accordance with this
application. (See Section 304 of the Communications Act of 1934, as amended.)
Typed or Printed Name of Person Signing
LEE W. SHUBERT
Signature
Typed or Printed Title of Person Signing
PRESIDENT
Date
10/06/2010
WILLFUL FALSE STATEMENTS ON THIS FORM ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT (U.S.
CODE, TITLE 18, SECTION 1001), AND/OR REVOCATION OF ANY STATION LICENSE OR CONSTRUCTION
PERMIT (U.S. CODE, TITLE 47, SECTION 312(a)(1)), AND/OR FORFEITURE (U.S. CODE, TITLE 47, SECTION 503).
Exhibits
Attachment 5
Description
Asset Purchase Agreement
Omitted Schedules List
Exhibit 6
Description: EXHIBIT 5 - OTHER BROADCAST INTERESTS
SUN CITY LICENSES, LLC, A DELAWARE LIMITED LIABILITY COMPANY, IS THE LICENSEE OF KVIB(FM)
(FACILITY ID #16770), SUN CITY WEST, AZ. ITS SOLE MEMBER IS SUN CITY COMMUNICATIONS, LLC. THE
SOLE MEMBER OF SUN CITY COMMUNICATIONS, LLC IS SUN CITY HOLDING, LLC. MEMBERS OF SUN CITY
HOLDING, LLC ARE MICHAEL A. CUTCHALL (MANAGER/MEMBER), GREAT HILL EQUITY PARTNERS II
LIMITED PARTNERSHIP, GREAT HILL INVESTORS, LLC, GREAT HILL AFFILIATE PARTNERS II LIMITED
PARTNERSHIP, STEPHEN F. GORMLEY (MANAGER).
GREAT HILL INVESTORS, LLCS MANAGING MEMBERS ARE STEPHEN F. GORMLEY, CHRISTOPHER S.
GAFFNEY AND JOHN G. HAYES. OTHER MEMBERS ARE MARK E. EVANS, MATTHEW T. VETTEL, A. JOHN
AHMAD, AARON T. MILLER,C. THOMAS ALLGOOD, CHARLES A. PAPAZIAN, CHRISTOPHER E. CAVANAGH,
CHRISTOPHER M. BUSBY, DANIEL M. MADDEN, GEORGE A. COUTO, JESSICA N. PHILLIPS,LAURIE GERBER,
MARK D. TABER, MELISSA D. PRITCHARD, MICHAEL A. KUMIN, NICHOLAS R. CAYER, PETER B. FREELAND,
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PETER L. GARRAN, PHILIP G. YATES, UBMB, LLC, ALVIN KWAN, ANDREW J. MCELANEY, BRUCE E.
ROGOFF, BRYCE D. YOUNGREN, CHRIS D. SUH, CHRISTOPHER J. LOMBARDI, CHRISTOPHER M. BODNAR,
DEVIN R. MATHEWS, GENE YOON, KATHLEEN O. RAMIREZ, JACLYN M. GRIMSHAW, JOHN P. KENNY,
JONATHAN M. MASTERS, LINDSAY E. DUNCAN, MARK E. EVANS, MARK J. MIDLE, MATTHEW M. MURPHY,
MICHAEL F. DALE, MICHAEL S. MANCINI, NIMESH N. PATEL, OHIKHUOVBO AKHIGBE,
PAUL A. LIPSON, RYAN S. HEDRICK, SAMANTHA V. SHIELLS, SHAMIT M. MEHTA, STEPHEN O. MEREDITH
AND VIKRAM MANSHARAMANI.
GREAT HILL EQUITY PARTNERS II LIMITED PARTNERSHIP'S GENERAL PARTNER (WHICH IS ALSO A
LIMITED PARTNER) IS GREAT HILL PARTNERS GP II, LLC (0.2%) AND INSULATED LIMITED PARTNERS
(99.8%). THE GENERAL PARTNERS AND LIMITED PARTNERS OF GREAT HILL AFFILIATE PARTNERS II
LIMITED PARTNERSHIP ARE GREAT HILL PARTNERS GP II, LLC (GENERAL PARTNER/LIMITED PARTNER
0%) AND INSULATED LIMITED PARTNERS (100%).
GREAT HILL AFFILIATES PARTNERS II LIMITED PARTNERSHIPS GENERAL PARTNER (WHICH IS ALSO A
LIMITED PARTNER) IS GREAT HILL PARTNERS GP II, LLC (0.0%). ALL OTHER LIMITED PARTNERS ARE
INSULATED (100%). SEE EXHIBIT 5 ATTACHMENT 1 FOR ORGANIZATIONAL DIAGRAM.
GREAT HILL INVESTORS, LLC HAS OTHER ATTRIBUTABLE INTERESTS IN THE FOLLOWING:
PBB LICENSES, LLC IS THE LICENSEE OF THE FOLLOWING STATION:
WRMF(FM), PALM BEACH, FL (ID #20436)
IN ADDITION TO THE STATION LISTED ABOVE, STEPHEN F. GORMLEY HAS OTHER ATTRIBUTABLE
INTERESTS IN THE FOLLOWING:
EQUITY COMMUNICATIONS, L.P. THE LICENSEE OF THE FOLLOWING STATIONS:
WAYV(FM), ATLANTIC CITY, NJ, ID #3125
WZXL(FM), WILDWOOD, NJ. ID #70260
WCMC(AM), WILDWOOD, NJ, ID #70259
WTTH(FM), MARGATE CITY, NJ, ID #40030
WZBZ(FM), PLEASANTVILLE, NJ, ID #1306
WAIV(FM), CAPE MAY, NJ, ID #37475
WEZW(FM), WILDWOOD CREST, NJ, ID #32201
WSNQ(FM), CAPE MAY COURTHOUSE, NJ, ID #40031
WMID(AM), ATLANTIC CITY, NJ, ID #1307
Attachment 6
Attachment 12
Description
Description of Proposed Transaction
Attachment 15
Description
Other Media Interests
Attachment 16
Description
Local Marketing Agreement
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Attachment 17
Description
Multiple Ownership
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KVIB(FM), Sun City West, AZ
Application for Assignment of License
(FCC Form 314)
Omitted Schedules to Asset Purchase Agreement
Set forth below is a list of the schedules to the Asset Purchase Agreement filed with this
application. Pursuant to the Commission’s policy as stated in its Public Notice, 17 FCC Rcd 16166
(Media Bureau 2002), these schedules and exhibits have not been included with this application.
The Communications Act of 1934, as amended, provides that the Commission must
determine with respect to an application filed with it whether the public interest, convenience and
necessity will be served by the grant of that application. 47 U.S.C. 309(a). The Commission’s
statutory authority is to assess an applicant’s qualifications based upon the character, financial
qualifications, alien involvement, other media interests, and legal compliance of the applicant and
parties holding an attributable interest in the applicant. The applicant believes that information
contained in the exhibits and schedules listed below is either duplicative of information provided in the
application itself or is not material to the Commission’s determination as to whether to grant the
application, dealing as they do with physical assets, employees, liens, and other similar matters.
In the event the Commission or its staff makes a request for any of these schedules they will
be provided at that time, subject to redaction, or request for confidential treatment, of certain
confidential or proprietary information contained therein.
Schedule
Description
Schedule 1.1.1(a)
Government Licenses
Schedule 1.1.1(b)
Tangible Personal Property
Schedule 1.1.1(c)
Real Estate Leases
Schedule 1.1.1(d)
Contracts
Schedule 1.1.2(l)
Miscellaneous Items
Schedule 2.6
Intangible Property
Schedule 2.7
Noncompliance
Schedule 2.8
Station Employees
Schedule 2.10
Litigation
Schedule 2.12
Insolvency Proceedings
Schedule 2.14
Financial Statements
Schedule 2.15
Company Liabilities
1
DC\1135047.1
Schedule 2.17
Insurance Policies
Schedule 2.19
Affiliate Transactions
2
DC\1135047.1
Exhibit No. 11
FCC Form 314
DESCRIPTION OF PROPOSED TRANSACTION
This application seeks the consent of the Federal Communications Commission
(“Commission” or “FCC”) to the assignment of the license for FM Broadcast
Station KVIB, Sun City West, AZ (Facility ID No. 16770) (the “Station”) from Sun
City Licenses, LLC (“Assignor”) to Atmor Properties Inc. (“Atmor” or
“Assignee”).
Proposed Transaction
Assignee proposes to acquire the subject radio broadcast station pursuant to the
terms of an asset purchase agreement (“APA”) by and among Assignor and two
of its affiliates, as “Sellers,” and Atmor, as the buyer. A copy of the APA is being
submitted as an exhibit to the instant application. As consideration for the Sellers’
assignment of the subject license and other assets used in the operation of the
Station, Assignee will assume Sellers’ loan obligations to CIT Lending Services
Corporation, the sole beneficiary under the irrevocable trust agreement
governing the legal ownership and control of Assignee.
These proposed transactions have been designed to restore the financial viability
of the Station and, thereby, allow it continue to provide viable program service to
its community and surrounding service area. The proposed assignment of license
is a critical element of the agreed-upon loan restructuring arrangements, the
objectives of which are to: (1) obviate any present need for the Station to seek
protection through bankruptcy proceedings; (2) allow the Station to continue its
broadcast operations; (3) maintain the value of the Station’s assets as collateral
for outstanding loans; and (4) provide temporary arrangements for maintaining
the Station as a viable, marketable broadcast property until such time as market
conditions recover to the point where the Station can be transferred to a qualified
third-party buyer on commercially reasonable terms. Accordingly, a grant of the
instant application will serve the public interest.
A facet of this transaction is that Atmor’s subsidiary, Riviera Broadcast Group,
LLC, has undertaken a Local Marketing Agreement (“LMA”), as the broker, with
Sellers to facilitate the continuing operation the Station. It is contemplated that
upon consummation of the transaction under the APA (following FCC consent),
Sellers will assign their interests under the LMA to Atmor, so that Atmor will
become the subrogee to Sellers’ rights and obligations under the LMA.
Exhibit No. 14
FCC Form 314
Section III, Item 5
OTHER MEDIA INTERESTS
Lee W. Shubert is the sole owner and Managing Member of Shubert-Atmor
Value Enterprise, LLC (“SAVE”). SAVE, as Trustee of the Atmor Trust, holds
legal title to, and exercises voting control over, all of the issued and outstanding
shares of Atmor Properties Inc. (“Atmor” or “Assignee”), the assignee proposed
by the instant application.
Atmor also holds and votes seventy percent (70%) of the equity and voting
interests in Riviera Broadcast Group, LLC (“RBG”), which in turn holds and votes
one hundred percent (100%) of the equity of RBG Phoenix Licenses, LLC (“RBG
Phoenix”), the licensee of FM Broadcast Stations KEXX, Gilbert, Arizona (Facility
ID No, 54944) and KKFR, Mayer, Arizona (Facility ID No. 41462). Both of these
stations are in the Phoenix market.
Mr. Shubert also is the sole owner and Managing Member of Lee W. Shubert, LC
(“Shubert LC”). Shubert LC is the trustee of Multicultural Capital Trust, which is
the sole member and equity holder of the following entities:
MTB San Francisco Operating LLC, which, in turn, is the sole member and
equity holder of MTB San Francisco Licensee LLC, licensee of Television
Station KCNS, San Francisco, California (Facility Id. No. 71586); and
MTB Boston Operating LLC, which, in turn, is the sole member and equity
holder of MTB Boston License LLC, licensee of Television Station WMFP,
Lawrence, Massachusetts (Facility Id. No. 41436).
In addition, Shubert LC, as trustee, holds legal title to all of the membership
interests in Vicksburg Broadcasting LLC, which is the licensee of Television
Stations WUFX (Channel 35), Vicksburg, Mississippi (FCC Facility ID No. 84253)
and WBMS-CA (Channel 10), Jackson, Mississippi (FCC Facility ID No. 23473).
Except as noted in the second paragraph above, none of Mr. Shubert, Atmor, the
Atmor Trust, SAVE or Shubert LC, holds any cognizable or attributable interest in
any other media property in the Phoenix market.
Exhibit No. 15
FCC Form 314
Section III, Item 6a
LOCAL MARKETING AGREEMENT
Assignor, Sun City Licenses, LLC, has entered into a Local Marketing Agreement
(“LMA”) with Riviera Broadcast Group, LLC, which is an affiliate of Assignee,
Atmor Properties Inc. A copy of the LMA is attached.
Proprietary Data - Redacted
Proprietary Data
Prorietary
Proprietary
Data Redacted
Proprietary
Data Redacted
Proprietary
Data Redacted
Proprietary
Data Redacted
Proprietary
Data Redacted
Proprietary
Data Redacted
Proprietary Data
Exhibit No. 16
FCC Form 314
Section III, Item 6b
COMPLIANCE WITH MULTIPLE OWNERSHIP RULES
The instant application proposes the assignment of the license for FM Broadcast
Station KVIB, Sun City West, AZ (Facility ID No. 16770) to Atmor Properties Inc.
(“Atmor or “Assignee”). The subject Station is part of the Phoenix, AZ radio
market. See, attached BIA “FCC Geographic Market Definition for Phoenix, AZ”
(“BIA Report”).
Atmor also controls, and holds and votes seventy percent (70%) of the equity
and voting interests in Riviera Broadcast Group, LLC (“RBG”), which in turn holds
and votes one hundred percent (100%) of the equity in RBG Phoenix Licenses,
LLC (“RBG Phoenix”), the licensee of FM Broadcast Stations KEXX, Gilbert,
Arizona (Facility ID No, 54944) and KKFR, Mayer, Arizona (Facility ID No.
41462). Both of these stations are in the Phoenix market. See, BIA Report.
Neither Atmor nor any of its principals or affiliates has any attributable interest in
any other broadcast station or daily newspaper in the Phoenix, AZ media market.
Assignee’s proposed acquisition of the subject Station is consistent with the
Commission’s multiple ownership rules, because the proposed acquisition will
result in Assignee having attributable interests in only three (3) of the fifty-seven
(57) broadcast radio stations in the applicable market. See, BIA Report.
Legal Notices
Copyright Notice
Copyright © 2010 by BIA Advisory Services, LLC (d/b/a BIA/Kelsey). The contents of this report are the property
of BIA/Kelsey and are protected by copyright and other intellectual property laws. No part of this material may
be reproduced or transmitted by any means, electronic or mechanical, including photocopying or
recording in an information storage and retrieval system, unless there is written permission from
BIA/Kelsey or a license agreement with them for such use. All rights reserved.
Information in this report is solely for the internal use of clients of BIA/Kelsey and may not be distributed to third
parties. The information is not for use as the basis for private offering, in a prospectus, in a valuation or appraisal
report, or for developing derivative works distributed to third parties without written permission from BIA/Kelsey.
Permission is considered upon request and the submittal of an indemnification and release form. Licensing
agreements are available for limited use and distribution. For further information, please call 703-818-2425 or
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BIA ADVISORY SERVICES, BIA FINANCIAL NETWORK, BIAfn, INVESTING IN RADIO, INVESTING IN
TELEVISION, INVESTING IN NEWSPAPER, RADIO YEARBOOK, TELEVISION YEARBOOK, and MEDIA
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distribution. To report violations, please contact 703-818-2425 or email [email protected].
Disclaimer Notice
Every effort has been made to ensure the accuracy of the information in this report. Any errors detected or
called to our attention, which in our opinion are material, will be corrected in future releases. BIA/Kelsey
assumes no liability for any errors or omissions in the information, and shall not be liable for any injuries or
damages (including consequential) which might result from its use.
For information on BIA/Kelsey’s full Portfolio of Services
Call 800-331-5086 or Visit www.bia.com
Or email: [email protected]
BIA Advisory Services, LLC
15120 Enterprise Court, Chantilly, VA 20151
Copyright © 2010 by BIA Advisory Services
FM
AM
AM
KBAQ
KBMB
KBSZ
C
C
1100
550
910
105.9
AM
FM
FM
FM
FM
AM
AM
AM
AM
KDVA
KESZ
KEXX
KFLR
KFNN
KFNX
KFYI
KGME
1060
1310
91.5
AM
AM
KIDR
KIHP
1580
FM
FM
KNIX
KNRJ
101.1
102.5
88.3
96.9
860
97.5
107.9
103.5
960
C
Phoenix, AZ
Modern
AC
Phoenix, AZ
Phoenix, AZ
Spanish AC Phoenix, AZ
Sports
Phoenix, AZ
Phoenix, AZ
Phoenix, AZ
Phoenix, AZ
Phoenix, AZ
Phoenix, AZ
Religion
Mexican
Phoenix, AZ
Nws/Tlk/Inf Phoenix, AZ
Rhymc/CHR Phoenix, AZ
Phoenix, AZ
Phoenix, AZ
Span/Relgn Phoenix, AZ
Mexican
Mexican
Sprts/Talk
C
C
Phoenix, AZ
Hot AC
Hip Hop
Country
Phoenix, AZ
Phoenix, AZ
Phoenix, AZ
Phoenix, AZ
Black Gospl Phoenix, AZ
Hot AC
Phoenix, AZ
Family Hits Phoenix, AZ
Country
NC Mexican
C
C
C
C
C
NC ChrsContem Phoenix, AZ
C
C
C
Phoenix, AZ
Nws/Tlk/Inf Phoenix, AZ
News/Talk
BusNw/Talk Phoenix, AZ
NC NPR/Jazz
C
C
C
C
C
C
NC Inspr/Chrst Phoenix, AZ
C
C
C
AOR
Clsc Rock
Talk
Span/Sprts Phoenix, AZ
Phoenix, AZ
Phoenix, AZ
Printed: 09/30/2010 Data: 09/30/2010
Clear Channel Communications Inc
Entravision Communications Corp
Sandusky Radio
Sandusky Radio
Desert West Air Ranchers Corp
1TV.Com Inc
Maricopa Community College
Sandusky Radio
KASA Radio Hogar Inc
Maricopa Community College
IHR Educational Broadcasting
Gore-Overgaard Broadcasting Inc
Univision
Univision
Premier Radio Stations LLC
CRC Broadcasting Company Inc
Family Life Communications Inc
CBS Radio
ABC/Disney
Educational Media Foundation
Salem Communications Corporation
15
15
15
15
Sierra H Broadcasting Inc
National Farm Workers Service Center
15 p AIM Broadcasting LLC
15 p Trumper Communications III License LLC
15
15
15
15
15
15 p Riviera Broadcast Group LLC
15
15
15
15
15
15
15
15
15
15
15 p Riviera Broadcast Group LLC
15
15
15
15
15
15
15
15
15
15
Owner
Sierra H Broadcasting Inc
"p" indicates pending sale to owner listed
07/02/2003
07/02/2003
07/02/2003
07/02/2003
07/02/2003
12/06/2005
07/02/2003
07/02/2003
07/02/2003
07/02/2003
07/02/2003
07/02/2003
07/02/2003
07/02/2003
07/02/2003
07/02/2003
07/02/2003
07/02/2003
10/22/2007
07/02/2003
07/02/2003
07/02/2003
07/02/2003
07/02/2003
07/02/2003
07/02/2003
07/02/2003
08/01/2005
03/19/2008
07/02/2003
07/02/2003
07/02/2003
07/02/2003
Market Home
Designtn Mkt
Date
Rank
07/02/2003 15
Payson, AZ
Phoenix, AZ
Phoenix, AZ
Phoenix, AZ
Phoenix, AZ
Dewey-Humboldt, AZ
Chandler, AZ
Tempe, AZ
Fountain Hills, AZ
Glendale, AZ
Phoenix, AZ
Mayer, AZ
Phoenix, AZ
Mesa, AZ
Phoenix, AZ
Wickenburg, AZ
Paradise Valley, AZ
Phoenix, AZ
Phoenix, AZ
Cave Creek, AZ
Mesa, AZ
Phoenix, AZ
Gilbert, AZ
Phoenix, AZ
Buckeye, AZ
Tempe, AZ
Mesa, AZ
Florence, AZ
Apache Junction, AZ
Black Canyon City, AZ
Phoenix, AZ
Scottsdale, AZ
Phoenix, AZ
City & State
of License
Camp Verde, AZ
Copyright © 2010 BIA Advisory Services, LLC. Unauthorized distribution prohibited. (703) 818-2425 www.bia.com
"C" - Commercial Station; "NC" - Non Commercial Station
FM
FM
KMXP
KNAI
FM
AM
KMVA
KMVP
AM
FM
KMIK
FM
FM
KLNZ
KLVK
KMLE
89.1
AM
KKNT
98.3
FM
FM
KJZZ
KKFR
740
105.3
FM
FM
KHOT
KHOV
1510
90.3
103.9
99.9
106.9
C
C
KDUS
93.3
FM
FM
C
C
KCDX
103.1
Oldies
NC Classical
C
KDKB
1260
710
89.5
1440
Spn/CCt/Var Phoenix, AZ
AM
KAZG
C
AM
KASA
1540
AM/
Type
FM Freq Station Format
Home Market
FM 104.3 C
R&B Oldies Phoenix, AZ
Call
Letters
KAJM
FCC Geographic Market Definition for Phoenix, AZ
Gila
Maricopa
Maricopa
Maricopa
Maricopa
Yavapai
Maricopa
Maricopa
Maricopa
Maricopa
Maricopa
Yavapai
Maricopa
Maricopa
Maricopa
Maricopa
Maricopa
Maricopa
Maricopa
Maricopa
Maricopa
Maricopa
Maricopa
Maricopa
Maricopa
Maricopa
Maricopa
Pinal
Maricopa
Yavapai
Maricopa
Maricopa
Maricopa
County of
License
Yavapai
Page 1
94.1
100.7
AM
FM
AM
FM
AM
FM
FM
KOY
KPHF
KPHX
KPKX
KPXQ
KQMR
KRDE
C
C
C
C
C
C
C
C
C
Phoenix, AZ
Phoenix, AZ
Phoenix, AZ
Phoenix, AZ
Phoenix, AZ
Phoenix, AZ
Phoenix, AZ
Phoenix, AZ
Phoenix, AZ
Phoenix, AZ
Phoenix, AZ
Phoenix, AZ
Phoenix, AZ
Rhymc/CHR Phoenix, AZ
Rhythmic
Smooth
Religion
Religion
AOR
Sprts/Talk
News/Talk
Country
Mexican
Clsc Rock
Country
Chrst/Talk
Adult Hits
Nws/Tlk/Pgv Phoenix, AZ
Phoenix, AZ
Phoenix, AZ
Phoenix, AZ
Number of Stations in Geographic Market
104.7
101.5
95.5
620
92.3
96.3
Nostalgia
Clsc Hits
AM
600
C
Nws/Tlk/Spt Flagstaff-Prescott, AZ
Printed: 09/30/2010 Data: 09/30/2010
57
144
15
15
15
15
15
15
15
15
15
15
15
15
15
15
15
15
15
15
15
15
15
15
Hafley, W. Grant
CBS Radio
Communicom
Communicom
Sun City Communications LLC
Sandusky Radio
Bonneville International Corp
Circle S Broadcasting Co Inc
Fiesta Radio Inc
Sandusky Radio
Corso, Linda
Univision
Salem Communications Corporation
Continental Broadcasting
Family Stations Inc
CBS Radio
Univision
Owner
New Radio Venture Inc
"p" indicates pending sale to owner listed
08/03/2005
07/02/2003
07/02/2003
07/02/2003
07/02/2003
07/02/2003
07/02/2003
02/04/2004
07/02/2003
07/02/2003
07/02/2003
07/02/2003
07/02/2003
07/02/2003
06/01/2009
07/02/2003
07/02/2003
07/02/2003
07/02/2003
07/02/2003
07/02/2003
07/02/2003
07/02/2003
Market Home
Designtn Mkt
Date
Rank
07/02/2003 15
Flagstaff, AZ
Mesa, AZ
Phoenix, AZ
Phoenix, AZ
Tolleson, AZ
Phoenix, AZ
Apache Junction, AZ
Sun City West, AZ
Tempe, AZ
Phoenix, AZ
Glendale, AZ
Wickenburg, AZ
Phoenix, AZ
Scottsdale, AZ
Globe, AZ
Globe, AZ
Glendale, AZ
Phoenix, AZ
Phoenix, AZ
Phoenix, AZ
Phoenix, AZ
Phoenix, AZ
Sun City, AZ
City & State
of License
Tolleson, AZ
Copyright © 2010 BIA Advisory Services, LLC. Unauthorized distribution prohibited. (703) 818-2425 www.bia.com
"C" - Commercial Station; "NC" - Non Commercial Station
KVNA
Previous Stations in Geographic Market
FM
FM
KZON
FM
AM
KVVA
KXEG
KZZP
1010
FM
KVIB
AM
1280
FM
KUPD
FM
107.1
AM
KTAR
KXXT
C
FM
KYOT
C
97.9
95.1
FM
KTAR
C
C
KSWG
1400
FM
AM
KSLX
C
C
C
C
C
Home Market
Phoenix, AZ
Span/AdHts Phoenix, AZ
NC Religion
C
C
C
KSUN
100.3
1360
98.7
1480
88.3
1230
94.5
106.3
FM
FM
KOMR
KOOL
AM/
Type
FM Freq Station Format
AM 1190 C
DARK
Call
Letters
KNUV
FCC Geographic Market Definition for Phoenix, AZ
Coconino
Maricopa
Maricopa
Maricopa
Maricopa
Maricopa
Pinal
Maricopa
Maricopa
Maricopa
Maricopa
Maricopa
Maricopa
Maricopa
Gila
Gila
Maricopa
Maricopa
Maricopa
Maricopa
Maricopa
Maricopa
Maricopa
County of
License
Maricopa
Page 2

NPP FCC Exhibit No. 125

Transcription

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