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 - 20131211BDV
Section I - General Information
1. Legal Name of the Licensee/Permittee
KOKH LICENSEE, LLC
Mailing Address
C/O CLIFFORD HARRINGTON, PILLSBURY WINTHROP SHAWPITTMAN LLC
2300 N STREET, N.W.

City
WASHINGTON
State or Country (if foreign address)
DC
Zip Code
20037 - 1128
Telephone Number (include area code)
2026638525
E-Mail Address (if available)
CLIFFORD.HARRINGTON@PILLSBURYLAW.COM
FCC Registration Number:
0006587109
Call Sign
KOKH-TV
Facility ID Number
35388
2. Contact Representative (if other than licensee/permittee)
CLIFFORD HARRINGTON, ESQ.
Firm or Company Name
PILLSBURY WINTHROP SHAW PITTMAN LLP
Mailing Address
2300 N STREET, N.W.

City
WASHINGTON
State or Country (if foreign address)
DC
ZIP Code
20037 - 1128
Telephone Number (include area code)
2026638525

E-Mail Address (if available)
CLIFFORD.HARRINGTON@PILLSBURYLAW.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
WDKY, INC.
Mailing Address
C/O PILLSBURY - C. HARRINGTON
2300 N STREET, NW

City
WASHINGTON
State or Country (if foreign address)
DC
Zip Code
20037 -
Telephone Number (include area code)
2026638525
E-Mail Address (if available)

4.
Contact Representative (if other than Assignor/Transferor)
CLIFFORD M. HARRINGTON, ESQ.
Firm or Company Name
PILLSBURY WINTHROP SHAW PITTMAN LLP
Mailing Address
2300 N STREET, NW

City
WASHINGTON
State or Country (if foreign address)
DC
Zip Code
20037 -
Telephone Number (include area code)
2026638525

E-Mail Address (if available)
CLIFFORD.HARRINGTON@PILLSBURYLAW.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
35388 KOKH-TV - OKLAHOMA CITY OK


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 B. AMY
Typed or Printed Title of Person Signing
SENIOR MANAGER
Signature
Date
12/11/2013
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
SINCLAIR COMMUNICATIONS, LLC
Mailing Address
C/O PILLSBURY - CLIFFORD HARRINGTON
2300 N STREET, NW

City
WASHINGTON
State or Country (if foreign address)
DC
Zip Code
20037 -
Telephone Number (include area code)
2026638525
E-Mail Address (if available)

3.
Contact Representative (if other than Assignee/Transferee)
CLIFFORD M. HARRINGTON, ESQ.
Firm or Company Name
PILLSBURY WINTHROP SHAW PITTMAN LLP
Mailing Address
2300 N STREET, NW

City
WASHINGTON
State or Country (if foreign address)
DC
Zip Code
20037 -
Telephone Number (include area code)
2026638525

E-Mail Address (if available)
CLIFFORD.HARRINGTON@PILLSBURYLAW.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)

WDKY, INC., C/O PILLSBURY - C. HARRINGTON, 2300 N STREET, NW, WASHINGTON, DC 20037 MD 100 100 0 0

(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)

KOKH, LLC, C/O PILLSBURY - C. HARRINGTON, 2300 N STREET, NW, WASHINGTON, DC 20037 NV 100 100 100 100

(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)

SINCLAIR COMMUNICATIONS, LLC, C/O PILLSBURY - C. HARRINGTON, 2300 N STREET, NW, WASHINGTON, DC 20037 MD 100 100 100 100


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
DAVID B. AMY
Typed or Printed Title of Person Signing
SECRETARY, SINCLAIR TELEVISION GROUP, INC.
Signature
Date
12/11/2013
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 2
Description:
EXHIBIT 2

THE INSTANT APPLICATION IS BEING SUBMITTED AS PART OF A CORPORATE REORGANIZATION PURSUANT TO WHICH CERTAIN WHOLLY-OWNED SUBSIDIARIES OF SINCLAIR BROADCAST GROUP, INC. ('SBG') WILL MERGE. THE INSTANT TRANSFER OF CONTROL DOES NOT PROPOSE ANY SIGNIFICANT CHANGES IN THE LICENSEES OWNERSHIP STRUCTURE.

CURRENTLY, THE LICENSEE'S SOLE MEMBER IS WDKY, INC., WHICH IS WHOLLY-OWNED BY SINCLAIR COMMUNICATIONS, LLC ('SCLLC'), WHICH IN TURN IS WHOLLY-OWNED BY SINCLAIR TELEVISION GROUP, INC. ('STG'). STG IS WHOLLY-OWNED BY SBG.

AS SHOWN IN THE ATTACHED CHART DETAILING THE PROPOSED INTERNAL REORGANIZATION, WDKY, INC. WILL MERGE INTO SCLLC, AND SCLLC WILL BE THE SURVIVING ENTITY. AS A RESULT, SCLLC WILL CONTINUE TO INDIRECTLY OWN 100% OF THE LICENSEE.

THE PROPOSED MERGER IS THUS PRO FORMA IN NATURE AND WILL NOT RESULT IN ANY SUBSTANTIAL CHANGE IN THE BENEFICIAL OWNERSHIP OF THE LICENSEE. THEREFORE THE USE OF FCC FORM 316 IS APPROPRIATE.


Attachment 2
Description
Ownership Chart


Exhibit 5
Description:
EXHIBIT 5

THE PROPOSED TRANSACTION WILL OCCUR AS AN INTERNAL REORGANIZATION AND DOES NOT PROPOSE ANY SIGNIFICANT CHANGES IN OWNERSHIP OF THE LICENSEE. THIS INTERNAL REORGANIZATION WILL BE DOCUMENTED BY WRITTEN ARTICLES OF MERGER. THOSE ARTICLES HAVE NOT YET BEEN DRAFTED, AND IT IS NOT ANTICIPATED THAT THEY WILL BE PREPARED UNTIL SHORTLY PRIOR TO CONSUMMATION OF THE PROPOSED MERGER. THE APPLICANT WILL PLACE A COPY OF THE INSTANT APPLICATION, AND ANY RELATED DOCUMENTATION, INTO THE STATION'S PUBLIC INSPECTION FILE.

Attachment 5


Exhibit 7
Description:
EXHIBIT 7

THE TRANSFEROR BELIEVES THAT THIS QUESTION IS PROPERLY ANSWERED IN THE AFFIRMATIVE. HOWEVER, OUT OF AN ABUNDANCE OF CAUTION, IT IS NOTED THAT IN THE MATTER OF EDWIN L. EDWARDS, SR. ET AL, 16 FCC RCD 22236 (2001), SINCLAIR WAS FOUND QUALIFIED TO BE A COMMISSION LICENSEE AND THE ASSIGNMENT APPLICATIONS WERE GRANTED. IN THAT MATTER, THE COMMISSION ISSUED A FORFEITURE WHICH HAS BEEN PAID. ADDITIONALLY, VARIOUS PARTIES HAVE FILED COMPLAINTS AND OTHER OBJECTIONS AGAINST SINCLAIR AND STATIONS LICENSED TO SINCLAIR'S SUBSIDIARIES. AS A RESULT OF THESE FILINGS, A NUMBER OF SINCLAIR'S APPLICATIONS REMAIN PENDING BEFORE THE COMMISSION. IN ADDITION, ON SEPTEMBER 13, 2013, RAINBOW PUSH COALITION FILED A PETITION TO DENY CERTAIN ACQUISITIONS BY SINCLAIR IN WHICH IT RAISED STALE ALLEGATIONS OF CHARACTER ISSUES. SEE FCC FILE NOS. BTCCDT-20130809ABW, ET AL. AND FCC PUBLIC NOTICE DA 13-1751 (REL. AUG. 14, 2013). ON SEPTEMBER 26, 2013, THE COMPANY FILED A CONSOLIDATED OPPOSITION TO THE PETITIONS TO DENY. ON OCTOBER 24, 2013, RAINBOWPUSH, FREE PRESS, AND AMERICAN CABLE ASSOCIATION FILED REPLIES TO THE COMPANYS OPPOSITION. ON NOVEMBER 5, 2013, THE COMPANY FILED A SUBMISSION FOR THE RECORD IN RESPONSE TO THE REPLIES. THE MATTER REMAINS PENDING AT THE FCC. IN SEPTEMBER 2013, THE COMPANY FILED WITH THE FCC APPLICATIONS TO ACQUIRE CERTAIN TELEVISION STATIONS OWNED BY NEW AGE MEDIA. AMERICAN CABLE ASSOCIATION SUBMITTED A PETITION TO DENY THE APPROVAL BY THE FCC OF THE NEW AGE MEDIA TRANSACTION ON NOVEMBER 4, 2013. ON NOVEMBER 19, 2013, THE COMPANY FILED AN OPPOSITION TO THE PETITION TO DENY. THE MATTER REMAINS PENDING AT THE FCC.

Attachment 7


Exhibit 11
Description:
EXHIBIT 11

SEE TRANSFEROR'S EXHIBIT 5.

Attachment 11


Attachment 14
Description
Other Authorizations


Exhibit 15
Description:
EXHIBIT 15

BTCCT-19991116BEH - GRANTED JANUARY 18, 2002.

Attachment 15


Exhibit 16
Description:
EXHIBIT 16

THE PROPOSED TRANSFEREE BELIEVES THAT THIS QUESTION IS PROPERLY ANSWERED IN THE AFFIRMATIVE. HOWEVER, OUT OF AN ABUNDANCE OF CAUTION, IT IS NOTED THAT IN THE MATTER OF EDWIN L. EDWARDS, SR. ET AL, 16 FCC RCD 22236 (2001), SINCLAIR WAS FOUND QUALIFIED TO BE A COMMISSION LICENSEE AND THE ASSIGNMENT APPLICATIONS WERE GRANTED. IN THAT MATTER, THE COMMISSION ISSUED A FORFEITURE WHICH HAS BEEN PAID. ADDITIONALLY, VARIOUS PARTIES HAVE FILED COMPLAINTS AND OTHER OBJECTIONS AGAINST SINCLAIR AND STATIONS LICENSED TO SINCLAIR'S SUBSIDIARIES. AS A RESULT OF THESE FILINGS, A NUMBER OF SINCLAIR'S APPLICATIONS REMAIN PENDING BEFORE THE COMMISSION. IN ADDITION, ON SEPTEMBER 13, 2013, RAINBOW PUSH COALITION FILED A PETITION TO DENY CERTAIN ACQUISITIONS BY SINCLAIR IN WHICH IT RAISED STALE ALLEGATIONS OF CHARACTER ISSUES. SEE FCC FILE NOS. BTCCDT-20130809ABW, ET AL. AND FCC PUBLIC NOTICE DA 13-1751 (REL. AUG. 14, 2013). ON SEPTEMBER 26, 2013, THE COMPANY FILED A CONSOLIDATED OPPOSITION TO THE PETITIONS TO DENY. ON OCTOBER 24, 2013, RAINBOWPUSH, FREE PRESS, AND AMERICAN CABLE ASSOCIATION FILED REPLIES TO THE COMPANYS OPPOSITION. ON NOVEMBER 5, 2013, THE COMPANY FILED A SUBMISSION FOR THE RECORD IN RESPONSE TO THE REPLIES. THE MATTER REMAINS PENDING AT THE FCC. IN SEPTEMBER 2013, THE COMPANY FILED WITH THE FCC APPLICATIONS TO ACQUIRE CERTAIN TELEVISION STATIONS OWNED BY NEW AGE MEDIA. AMERICAN CABLE ASSOCIATION SUBMITTED A PETITION TO DENY THE APPROVAL BY THE FCC OF THE NEW AGE MEDIA TRANSACTION ON NOVEMBER 4, 2013. ON NOVEMBER 19, 2013, THE COMPANY FILED AN OPPOSITION TO THE PETITION TO DENY. THE MATTER REMAINS PENDING AT THE FCC.

Attachment 16