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.

BTCCDT - 20121001AQI
Section I - General Information
1. Legal Name of the Licensee/Permittee
AMERICA-CV STATION GROUP, INC.
Mailing Address
13001 N.W. 107TH AVE.

City
HIALEAH GARDENS
State or Country (if foreign address)
FL
Zip Code
33018 - 1104
Telephone Number (include area code)
3055924141
E-Mail Address (if available)
FCC Registration Number:
0019526946
Call Sign
WJPX
Facility ID Number
58340
2. Contact Representative (if other than licensee/permittee)
DAVID M. ROGERO, ESQ.
Firm or Company Name
DAVID M. ROGERO, P.A.
Mailing Address
2625 PONCE DE LEON BLVD.
SUITE 280

City
CORAL GABLES
State or Country (if foreign address)
FL
ZIP Code
33134 - 6018
Telephone Number (include area code)
3054410200

E-Mail Address (if available)
DMROGERO@DMRPA.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 NO FEE FOR AMENDMENT
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
CARIBEVISION HOLDINGS, INC.
Mailing Address
C/O BAKER & MCKENZIE LLP
1111 BRICKELL AVENUE, 17TH FLOOR

City
MIAMI
State or Country (if foreign address)
FL
Zip Code
33131 -
Telephone Number (include area code)
3055924141
E-Mail Address (if available)

4.
Contact Representative (if other than Assignor/Transferor)
MEGAN RENZE
Firm or Company Name
BAKER & MCKENZIE LLP
Mailing Address
1111 BRICKELL AVENUE
17TH FLOOR

City
MIAMI
State or Country (if foreign address)
FL
Zip Code
33131 -
Telephone Number (include area code)
3057898982

E-Mail Address (if available)
MEGAN.R.RENZE@BAKERMCKENZIE.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
58340 WJPX - SAN JUAN PR

Facility ID Number
Call Sign or Construction Permit File Number
City
State
58341 WKPV - PONCE PR

Facility ID Number
Call Sign or Construction Permit File Number
City
State
58342 WJWN-TV - SAN SEBASTIAN PR

Facility ID Number
Call Sign or Construction Permit File Number
City
State
14311 WPXO-LD - EAST ORANGE NJ

Facility ID Number
Call Sign or Construction Permit File Number
City
State
39887 WIRS - YAUCO PR

Facility ID Number
Call Sign or Construction Permit File Number
City
State
60165 WJAN-CD - MIAMI FL

Facility ID Number
Call Sign or Construction Permit File Number
City
State
60542 WFUN-LD - MIAMI FL


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
OMAR ROMAY
Typed or Printed Title of Person Signing
PRESIDENT OF LICENSEE
Signature
Date
10/09/2012
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
OKEECHOBEE TELEVISION CORPORATION
Mailing Address
13001 N.W. 107TH AVE.

City
HIALEAH GARDENS
State or Country (if foreign address)
FL
Zip Code
33018 - 1104
Telephone Number (include area code)
3055924141
E-Mail Address (if available)

OMAR.ROMAY@AMERICATEVE.COM
3.
Contact Representative (if other than Assignee/Transferee)
FRANCIS X. SEXTON, JR., ESQ.
Firm or Company Name
FOWLER RODRIGUEZ VALDES FAULI
Mailing Address
355 ALHAMBRA CIRCLE
SUITE 801

City
CORAL GABLES
State or Country (if foreign address)
FL
Zip Code
33134 - 5075
Telephone Number (include area code)
7863648400

E-Mail Address (if available)
FSEXGIB@FRVF-LAW.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]

Changes in Interests as a Result of Assignment/Transfer

(A) NAMES AND ADDRESSES OF ANY PARTY TO APPLICATION HOLDING AN ATTRIBUTABLE INTEREST
(B)
CITIZENSHIP
INTEREST HELD
(C) BEFORE TRANSFER OR ASSIGNMENT
(D) AFTER TRANSFER OR ASSIGNMENT
(1) Percentage Vote
(2) PercentageTotal Assets

(Equity plus Debt)

(1) Percentage Votes
(2) PercentageTotal Assets

(Equity plus Debt)

CARIBEVISION HOLDINGS, INC.1111 BRICKELL AVE., 17TH FLOOR, MIAMI, FL 33131 US 50 50 40 40

(A) NAMES AND ADDRESSES OF ANY PARTY TO APPLICATION HOLDING AN ATTRIBUTABLE INTEREST
(B)
CITIZENSHIP
INTEREST HELD
(C) BEFORE TRANSFER OR ASSIGNMENT
(D) AFTER TRANSFER OR ASSIGNMENT
(1) Percentage Vote
(2) PercentageTotal Assets

(Equity plus Debt)

(1) Percentage Votes
(2) PercentageTotal Assets

(Equity plus Debt)

OKEECHOBEE TELEVISION CORP., 13001 N.W. 107TH AVE., HIALEAH GARDENS, FL 33018 US 47 47 57 57

(A) NAMES AND ADDRESSES OF ANY PARTY TO APPLICATION HOLDING AN ATTRIBUTABLE INTEREST
(B)
CITIZENSHIP
INTEREST HELD
(C) BEFORE TRANSFER OR ASSIGNMENT
(D) AFTER TRANSFER OR ASSIGNMENT
(1) Percentage Vote
(2) PercentageTotal Assets

(Equity plus Debt)

(1) Percentage Votes
(2) PercentageTotal Assets

(Equity plus Debt)

PROMISA, INC. (FORMERLY ORLY GROUP, INC.), 13001 N.W. 107TH AVE., HIALEAH GARDENS, FL 33018 US 3 3 3 3


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
OMAR ROMAY
Typed or Printed Title of Person Signing
PRESIDENT OF TRANSFEREE
Signature
Date
10/09/2012
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 1
Description:
PURPOSE OF AMENDMENT

THE CONTACT REPRESENTATIVES IN SECTION I, QUESTION 2, AND SECTION III, QUESTION 3, ARE CHANGED.

EXHIBIT 11 IS ADDED, REFERRING TO EXHIBIT 5.

EXHIBIT 14 IS ADDED.

NON-SUBSTANTIVE EDITS ARE MADE IN EXHIBIT 18.

Attachment 1


Exhibit 2
Description:
USE OF FORM 316

THE LICENSEES OWNERSHIP AS CURRENTLY ON FILE IS A 50-50 SPLIT BETWEEN CARIBEVISION HOLDINGS, INC. (CVH) AND TWO ENTITIES CONTROLLED BY OMAR ROMAY: OKEECHOBEE TELEVISION CORP. (47%) AND PROMISA, INC. (3%).

NEW SHARES OF STOCK OF THE LICENSEE WERE ISSUED TO OKEECHOBEE, RESULTING IN OKEECHOBEE HOLDING 57%, WHICH IS MAJORITY CONTROL.   FORM 316 IS APPROPRIATE, BECAUSE LESS THAN 50% IS CHANGING HANDS, AND NO NEW PARTIES ARE BEING INTRODUCED.

CVH HAS DISPUTED THE VALIDITY OF THE NEW STOCK ISSUE AND IS ENGAGED IN LITIGATION TO STOP IT. CVH HAS FAILED TO WIN AN INJUNCTION OR STAY IN LOCAL COURTS. OKEECHOBEE HAS PAID FOR THE NEW SHARES AND, UNDER THESE CIRCUMSTANCES, OKEECHOBEE SEEKS COMMISSION CONSENT TO ITS EXERCISE OF MAJORITY CONTROL.

BECAUSE CVH CONTINUES TO DISPUTE THE VALIDITY OF THE STOCK ISSUANCE, IT HAS DECLINED TO EXECUTE THE TRANSFEROR'S SECTION OF THIS APPLICATION. THUS, THE TRANSFEROR'S SECTION IS SIGNED BY AN OFFICER OF THE LICENSEE.

THE LICENSEE BELIEVES THAT, DESPITE THE LITIGATION, IT IS OBLIGATED TO SEEK COMMISSION CONSENT TO THE TRANSFER OF CONTROL. SHOULD CVH PREVAIL IN COURT, A NEW TRANSFER APPLICATION WILL BE FILED TO RESTORE THE PRIOR OWNERSHIP SPLIT (OR A REVISED OWNERSHIP, AS APPLICABLE). MEANWHILE, THE COMMISSION SHOULD ADHERE TO ITS ESTABLISHED POLICY OF DEFERRING TO THE LOCAL COURTS FOR THE ULTIMATE RESOLUTION OF THE DISPUTE.


Attachment 2


Exhibit 5
Description:
AGREEMENTS

THIS TRANSFER OF CONTROL OCCURS AS THE RESULT OF THE ISSUANCE OF ADDITIONAL EQUITY CAPITAL SHARES TO OKECHOBEE TELEVISION CORPORATION, ONE OF THE LICENSEE'S SHAREHOLDERS, AND THE CORRESPONDING DILUTION OF THE EXISTING NEGATIVE CONTROL OF ANOTHER SHAREHOLDER, CARIBEVISION HOLDINGS, INC. THIS EXERCISE WAS MADE PURSUANT TO THE TERMS OF PRE-EXISTING CORPORATE DOCUMENTS, THE CONTRIBUTION AGREEMENT AND SHAREHOLDERS AGREEMENT FOR AMERICA-CV STATION GROUP, INC. BOTH OF THESE AGREEMENT WERE SUBMITTED TO THE COMMISSION IN 2009 IN MULTIPLE APPLICATIONS (SEE, E.G., FILE. NO. BALCDT-20091123AKM) AND ARE MAINTAINED IN THE STATIONS' PUBLIC INSPECTION FILES.

Attachment 5


Exhibit 11
Description:
AGREEMENT

SEE DISCUSSION IN EXHIBIT 5.

Attachment 11


Exhibit 14
Description:
OTHER AUTHORIZATIONS

THE TRANSFEREE AND ITS PRINCIPALS HAVE NO OTHER ATTRIBUTABLE MEDIA INTERESTS.

CARLOS BARBA AND HIS WIFE, TERESA BARBA, HOLD NON-CONTROLLING INTERESTS IN CARIBEVISION HOLDINGS, INC., THE TRANSFEROR IN THIS APPLICATION. CARLOS BARBA IS THE PRESIDENT AND AND AN ATTRIBUTABLE OWNER OF BUENAVISION TV NETWORK NY LLC, LICENSEE OF WBQM-LD, FACILITY ID 22797, NEW YORK, NY.

Attachment 14


Exhibit 15
Description:
PRIOR AUTHORIZATION

THE QUALIFICATIONS OF THE ASSIGNEE AND THE PRINCIPALS OF ASSIGNEE WE PASSED UPON BY THE FCC IN BALCDT-20091123AKM, GRANTED 03/24/2010.

Attachment 15


Exhibit 18
Description:
ALIEN OWNERSHIP

THE LICENSEE ('ACV') WILL REMAIN IN COMPLIANCE WITH SEC. 310(B) OF THE COMMUNICATIONS ACT AFTER THE PROPOSED PRO FORMA TRANSFER OF CONTROL, AS THE TOTAL INDIRECT ALIEN OWNERSHIP/VOTING INTEREST IN THE LICENSEE WILL ACTUALLY DECREASE FROM 24.895% TO 21.396%. THIS FIGURE IS THE SUM OF THE FOLLOWING CALCULATIONS CONDUCTED IN ACCORDANCE WITH THE INSTRUCTIONS TO FORM 314 REGARDING ALIEN OWNERSHIP MULTIPLIERS.

ALL SHAREHOLDERS OF THE LICENSEE ARE U.S. ENTITIES. ALIEN OWNERSHIP APPEARS ONLY AT THE PARENT COMPANY LEVEL.

AFTER THE TRANSFER, OKEECHOBEE TELEVISION CORP. WILL HAVE A 57% VOTING AND EQUITY INTEREST IN THE LICENSEE. BECAUSE 20% OF OKEECHOBEE STOCK IS OWNED BY A BRITISH VIRGIN ISLANDS COMPANY, THERE IS 20% ALIEN OWNERSHIP/VOTING INTEREST IN OKEECHOBEE. UPON GRANT OF THIS TRANSFER OF CONTROL, OKEECHOBEE WILL HOLD 57% OWNERSHIP/VOTING INTEREST IN THE LICENSEE, RESULTING IN INDIRECT ALIEN OWNERSHIP OF THE LICENSEE EQUAL TO 11.4%.

MR. ROMAY, THE 100% OWNER OF 3% SHAREHOLDER PROMISA, INC., RECENTLY BECAME A U.S. CITIZEN. THUS, THERE IS NO ALIEN OWNERSHIP/VOTING INTEREST IN PROMISA, INC. (FORMERLY KNOWN AS ORLY GROUP, INC.).

FINALLY, THERE REMAINS A 24.99% ALIEN OWNERSHIP/VOTING INTEREST IN CARIBEVISION HOLDINGS, INC., WHICH IN TURN WILL HOLD 40% OWNERSHIP/VOTING INTEREST IN THE LICENSEE, RESULTING IN INDIRECT ALIEN OWNERSHIP EQUAL TO 9.996%.

THUS, THE TOTAL INDIRECT ALIEN INTEREST IN THE LICENSEE WILL BE 21.396%, BOTH VOTING AND EQUITY.

Attachment 18