Federal Communications Commission
Washington, D.C. 20554
Approved by OMB
3060-0009 (June 2010)
FCC 316
FOR FCC USE ONLY
 
APPLICATION FOR CONSENT TO ASSIGN BROADCAST STATION CONSTRUCTION PERMIT OR LICENSE OR TO TRANSFER CONTROL OF ENTITY HOLDING BROADCAST STATION CONSTRUCTION PERMIT OR LICENSE

Read INSTRUCTIONS Before Filling Out Form

FOR COMMISSION USE ONLY
FILE NO.

BTCH - 20110214AEZ
Section I - General Information
1. Legal Name of the Licensee/Permittee
SUSQUEHANNA RADIO CORP.
Mailing Address
3280 PEACHTREE ROAD, NW
SUITE 2300

City
ATLANTA
State or Country (if foreign address)
GA
Zip Code
30305 -
Telephone Number (include area code)
4049490700
E-Mail Address (if available)
FCC Registration Number:
0003254562
Call Sign
KSAN
Facility ID Number
14484
2. Contact Representative (if other than licensee/permittee)
LEWIS J. PAPER, ESQ.
Firm or Company Name
DICKSTEIN SHAPIRO LLP
Mailing Address
1825 EYE STREET, NW

City
WASHINGTON
State or Country (if foreign address)
DC
ZIP Code
30305 -
Telephone Number (include area code)
2024202265

E-Mail Address (if available)
PAPERL@DICKSTEINSHAPIRO.COM
3. 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)
4.
a.  Voluntary Assignment or Transfer of Control  Involuntary Assignment or Transfer of Control
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.

[Exhibit 1]

b.

Applicant certifies that the use of FCC Form 316 is appropriate for this transaction.

 

Yes No
See Explanation in
[Exhibit 2]
5.

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 73.5000)?

If yes, list pertinent authorizations in an Exhibit.

Yes No

[Exhibit 3]



NOTE: In addition to the information called for in this section, an explanatory exhibit providing full particulars must be submitted for each question for which a "No" response is provided.

Section II - Assignor/Transferor

1. Certification.   Assignor/Transferor certifies that it has answered each question in this application based on its review of the application instructions and worksheets. Assignor/Transferor 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. Yes No
2.
Application for (check one): Consent to Assign Construction Permit Consent to Transfer Control of Permittee
Consent to Assign License Consent to Transfer Control of Licensee
Amendment to pending application
3.
Legal Name of the Assignor/Transferor
BLACKSTONE FC COMMUNICATIONS PARTNERS L.P.
Mailing Address
C/O THE BLACKSTONE GROUP
345 PARK AVENUE

City
NEW YORK
State or Country (if foreign address)
NY
Zip Code
10154 -
Telephone Number (include area code)
2125835000
E-Mail Address (if available)

4.
Contact Representative (if other than Assignor/Transferor)
WAYNE D. JOHNSEN
Firm or Company Name
WILEY REIN LLP
Mailing Address
1776 K STREET, NW

City
WASHINGTON
State or Country (if foreign address)
DC
Zip Code
20006 -
Telephone Number (include area code)
2027197303

E-Mail Address (if available)
WJOHNSEN@WILEYREIN.COM
 
If more than one Transferor, submit the information requested in Questions 3 and 4 for each transferor.
[Exhibit 4]
5. Authorizations to be Assigned/Transferred. List the authorized stations and construction permits to be assigned/transferred. 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/transferred. 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/transferred. 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/transferred. Include main stations, FM and/or TV translator stations, LPTV stations,, FM and/or TV booster stations.

Facility ID Number
Call Sign or Construction Permit File Number
City
State
14484 KSAN - SAN MATEO CA

Facility ID Number
Call Sign or Construction Permit File Number
City
State
58843 KFFG - LOS ALTOS CA

Facility ID Number
Call Sign or Construction Permit File Number
City
State
54770 KFOG - SAN FRANCISCO CA

Facility ID Number
Call Sign or Construction Permit File Number
City
State
35208 KNBR - SAN FRANCISCO CA

Facility ID Number
Call Sign or Construction Permit File Number
City
State
51188 KTCT - SAN MATEO CA

Facility ID Number
Call Sign or Construction Permit File Number
City
State
73345 WWWQ - ATLANTA GA

Facility ID Number
Call Sign or Construction Permit File Number
City
State
6809 WNNX - COLLEGE PARK GA

Facility ID Number
Call Sign or Construction Permit File Number
City
State
71438 WRWM - LAWRENCE IN

Facility ID Number
Call Sign or Construction Permit File Number
City
State
54622 WFMS - FISHERS IN

Facility ID Number
Call Sign or Construction Permit File Number
City
State
63935 WQKC - JEFFERSONVILLE IN

Facility ID Number
Call Sign or Construction Permit File Number
City
State
28609 WJJK - NOBLESVILLE IN

Facility ID Number
Call Sign or Construction Permit File Number
City
State
58380 WLCL - SELLERSBURG IN

Facility ID Number
Call Sign or Construction Permit File Number
City
State
3142 WRRM - CINCINNATI OH

Facility ID Number
Call Sign or Construction Permit File Number
City
State
72126 WGRR - HAMILTON OH

Facility ID Number
Call Sign or Construction Permit File Number
City
State
10143 WFTK - LEBANON OH

Facility ID Number
Call Sign or Construction Permit File Number
City
State
55352 WGLD - MANCHESTER TOWNSHIP PA

Facility ID Number
Call Sign or Construction Permit File Number
City
State
55351 WSOX - RED LION PA

Facility ID Number
Call Sign or Construction Permit File Number
City
State
73980 WARM-FM - YORK PA

Facility ID Number
Call Sign or Construction Permit File Number
City
State
73979 WSBA - YORK PA

Facility ID Number
Call Sign or Construction Permit File Number
City
State
8773 KTCK - DALLAS TX

Facility ID Number
Call Sign or Construction Permit File Number
City
State
27299 KLIF-FM - HALTOM CITY TX

Facility ID Number
Call Sign or Construction Permit File Number
City
State
35524 KRBE - HOUSTON TX

Facility ID Number
Call Sign or Construction Permit File Number
City
State
86684 KKLF - RICHARDSON TX

Facility ID Number
Call Sign or Construction Permit File Number
City
State
26146 KTDK - SANGER TX


6.
Agreements for Sale/Transfer of Station.
a. If the transaction is voluntary, Assignor/Transferor certifies that:
  i. it has placed in licensee's/permittee's public inspection file(s) and submitted as an exhibit to this item copies of all agreements for the assignment/transfer of the station(s);
  ii. these documents embody the complete and final understanding between assignor/transferor and assignee/transferee; and
  iii. these agreements comply fully with the Commission's rules and policies.
b. If the transaction is involuntary, the Assignor/Transferor certifies that court orders or other authorizing documents have been issued and that it has placed in the licensee's/permittee's public inspecition file(s) and submitted to the Commission copies of such court orders or other authorizing documents.
Exhibit Required
Yes No
N/A

[Exhibit 5]


Yes No
N/A

[Exhibit 6]

7.
Character Issues. Assignor/Transferor 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.
Yes No

See Explanation in
[Exhibit 7]

8.
Adverse Findings. Assignor/Transferor certifies that, with respect to the assignor/transferor 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.
Yes No
See Explanation in
[Exhibit 8]
9. Auction Authorization. Assignor/transferor 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
N/A


See Explanation in
[Exhibit 9]
10. Anti-Drug Abuse Act Certification. Assignor/Transferor 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

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
DAVID TOLLEY
Typed or Printed Title of Person Signing
MEMBER OF GENERAL PARTNER
Signature
Date
02/14/2011
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).



NOTE: In addition to the information called for in this section, an explanatory exhibit providing full particulars must be submitted for each question for which a "No" response is provided.

Section III - Assignee/Transferee

1. Certification.   Assignee/Transferee certifies that it has answered each question in this application based on its review of the application instructions and worksheets. Assignee/Transferee 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. Yes No
2.
Legal Name of the Assignee/Transferee
CUMULUS MEDIA INC.
Mailing Address
3280 PEACHTREE ROAD, NW
SUITE 2300

City
ATLANTA
State or Country (if foreign address)
GA
Zip Code
30305 -
Telephone Number (include area code)
4049490700
E-Mail Address (if available)

3.
Contact Representative (if other than Assignee/Transferee)
LEWIS J. PAPER, ESQ.
Firm or Company Name
DICKSTEIN SHAPIRO LLP
Mailing Address
1825 EYE STREET, NW

City
WASHINGTON
State or Country (if foreign address)
DC
Zip Code
20006 - 5403
Telephone Number (include area code)
2024202265

E-Mail Address (if available)
PAPERL@DICKSTEINSHAPIRO.COM
 
If more than one Transferee, submit the information requested in Questions 2 and 3 for each transferee.
[Exhibit 10]
4.
Agreements for Sale/Transfer of Station. Assignee/Transferee certifies that:
a. the written agreements in the licensee/permittee's public inspection file embody the complete and final agreement for the sale or transfer of the station(s); and
b. these agreements comply fully with the Commission's rules and policies.
Yes No
[Exhibit 11]
5. Changes in interests as a result of assignment/transfer.
a. [Enter Changes in Interests Information]


or [Exhibit 12]
 
 
b. Applicant certifies that equity interests not set forth above are non-attributable.
Yes No

N/A

[Exhibit 13]

6. Other Authorizations. List call signs, locations, and facility identifiers of all other broadcast stations in which assignee/transferee or any party to the application has an attributable interest. N/A

[Exhibit 14]

7. Acquisition of Control. List the file number and date of grant of FCC Form 301, 314, or 315 application by which the Commission approved the qualifications of the individual or entity with a pre-existing interest in the licensee/permittee that is now acquiring control of the licensee/permittee as a result of the grant of this application. N/A

[Exhibit 15]

8.
Character Issues. Assignee/Transferee certifies that neither assignee/transferee 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.
Yes No

See Explanation in
[Exhibit 16]

9.
Adverse Findings. Assignee/Transferee certifies that, with respect to the assignee/transferee 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.
Yes No

See Explanation in
[Exhibit 17]

10. Alien Ownership and Control. Assignee/Transferee 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. Yes No

See Explanation in
[Exhibit 18]

11. Auction Authorization. Assignee/transferee 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 19]
12. Anti-Drug Abuse Act Certification. Assignee/transferee 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

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
RICHARD S. DENNING
Typed or Printed Title of Person Signing
VICE PRESIDENT & GENERAL COUNSEL
Signature
Date
02/14/2011
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
Exhibit 5
Description:
AGREEMENTS

PLEASE SEE EXHIBIT 11

Attachment 5


Exhibit 11
Description:
AGREEMENTS RELATING TO TRANSFER OF STATIONS

A COPY OF THE PARTIES' EXCHANGE AGREEMENT DATED AS OF JANUARY 31, 2011, IS ATTACHED HERETO, INCLUDING ANNEXES A THROUGH E THERETO. ALSO ATTACHED ARE COPIES OF A VOTING AGREEMENT AND VOTING AGREEMENT AND CONSENT, BOTH OF WHICH ARE DATED AS OF JANUARY 31, 2011. THE ATTACHED AGREEMENTS COMPLY WITH THE COMMISSION'S RULES AND POLICIES. THE SCHEDULES TO THE EXCHANGE AGREEMENT, A LIST OF WHICH IS SET FORTH BELOW, HAVE BEEN OMITTED FROM THIS FILING.

SELLERS' SCHEDULES TO EXCHANGE AGREEMENT:

SECTION: 4.2(A)   CMP CAPITALIZATION
SECTION: 4.2(B)   CMP CAPITALIZATION
SECTION: 4.6     CMP LITIGATION
SECTION: 4.8     TANGIBLE ASSETS
SECTION: 4.10    CONTRACTS
SECTION: 4.11    INSURANCE
SECTION: 4.14    LABOR MATTERS
SECTION: 4.15    ABSENCE OF UNDISCLOSED LIABILITIES
SECTION: 4.18    RELATED PARTY RELATIONSHIPS
SECTION: 6.1     TITLE TO UNITS
SECTION: 11.5    FEES AND EXPENSES

CUMULUS MEDIA INC. SCHEDULES TO EXCHANGE AGREEMENT:

SECTION: 5.2     CMI CAPITALIZATION
SECTION: 5.5(C)   CMI SEC REPORTS; DISCLOSURE CONTROLS AND PROCEDURES
SECTION: 5.7     CMI LITIGATION
SECTION: 5.9     TANGIBLE ASSETS
SECTION: 5.10    INTANGIBLES
SECTION: 5.11    CONTRACTS
SECTION: 5.12    INSURANCE
SECTION: 5.14    EMPLOYEE BENEFIT PLANS
SECTION: 5.15    LABOR MATTERS
SECTION: 5.16    ABSENCE OF UNDISCLOSED LIABILITIES
SECTION: 5.19    RELATED PARTY TRANSACTIONS

THE SCHEDULES TO THE EXCHANGE AGREEMENT HAVE BEEN OMITTED FROM THIS FILING BECAUSE THEY CONTAIN INFORMATION WHICH EITHER IS PROPRIETARY OR IS NOT GERMANE TO THE COMMISSION'S EVALUATION OF THE QUALIFICATIONS OF THE PARTIES TO THIS APPLICATION. NEVERTHELESS, THOSE SCHEDULES WHICH MAY BE DEEMED TO BE RELEVANT WILL BE PROVIDED TO THE COMMISSION UPON REQUEST, SUBJECT TO THE APPLICANTS' RIGHT TO REQUEST THAT ANY PROPRIETARY OR CONFIDENTIAL INFORMATION CONTAINED THEREIN BE HELD IN STRICT CONFIDENCE BY THE COMMISSION AND NOT BE MADE AVAILABLE FOR PUBLIC INSPECTION PURSUANT TO APPLICABLE FCC RULES AND POLICIES.

IN ACCORDANCE WITH THE COMMISSION'S DECISION IN LUJ, INC. AND LONG NINE, INC., 17 FCC RCD 16980 (2002), SECTION III, QUESTION 4, OF THIS APPLICATION HAS BEEN ANSWERED 'NO.'

Attachment 11
Description
Description of Transaction
Exchange Agreement
Annex A – CMI Shares to be Issued
Annex B – Form of Unit Assignment
Annex C – Form of Charter Amendment
Annex D – Form of Registration Rights Agreement
Annex E – Form of Letter Agreement
Voting Agreement
Voting Agreement and Consent


Attachment 12
Description
Changes in Interests


Attachment 14
Description
Other Authorizations


Exhibit 15
Description:
ACQUISITION OF CONTROL

THE PROPOSED TRANSFEREE, CUMULUS MEDIA INC., ACQUIRED A 50% VOTING INTEREST IN CUMULUS MEDIA PARTNERS, LLC ('CMP'), THE ULTIMATE PARENT OF THE LICENSEE, THROUGH A SERIES OF LONG-FORM TRANSFER OF CONTROL APPLICATIONS ALL OF WHICH WERE GRANTED ON JANUARY 18, 2008. THE LEAD FILE NOS. OF THOSE APPLICATIONS ARE AS FOLLOWS: BTCH-20071012AQT; BTC-20071012AQX; BTCH-20071012ASI; BTCH-20071012ARQ; BTCH-20071012AQR; BTCH-20071012ARP; BTCH-20071012ARH; BTCH-20071012ARF; BTCH-20071012ARS; BTCH-20071012ASY; BTCH-20071012ASA; BTC-20071012ARI; BTCH-20071012ART; BTCH-20071012ARN; AND BTC-20071012AQZ.

ON DECEMBER 18, 2008, THE COMMISSION GRANTED A SERIES OF SHORT-FORM ASSIGNMENT APPLICATIONS WHICH REFLECTED A REORGANIZATION OF CMP. AS A RESULT, 12 OF CMP'S LICENSEE SUBSIDIARIES WERE MERGED INTO SUSQUEHANNA RADIO CORP. SEE FILE NOS. BALH-20081211AET; BALH-20081211ADP; BAL-20081211AEN; BALH-20081211ADY; BALH-20081211AEZ; BAL-20081211AFD; BAL-20081211AFB; BALH-20081211AEJ; BALH-20081211AER; BALH-20081211AEV; BALH-20081211AFO; BAL-20081211AEP; AND BALH-20081211AEX.

Attachment 15