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.

BALDTA - 20150804AAY
Section I - General Information
1. Legal Name of the Licensee/Permittee
MILACHI MEDIA, LLC
Mailing Address
33 EAST MARKET STREET

City
CORNING
State or Country (if foreign address)
NY
Zip Code
14830 -
Telephone Number (include area code)
6079375000
E-Mail Address (if available)
BCHRISTIAN@WYDCTV.COM
FCC Registration Number:
0022029409
Call Sign
WGCE-CD
Facility ID Number
58739
2. Contact Representative (if other than licensee/permittee)
MARK DENBO
Firm or Company Name
SMITHWICK & BELENDIUK, P.C.
Mailing Address
5028 WISCONSIN AVENUE, N.W.
SUITE 301

City
WASHINGTON
State or Country (if foreign address)
DC
ZIP Code
20016 -
Telephone Number (include area code)
2023509656

E-Mail Address (if available)
MDENBO@FCCWORLD.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
MILACHI MEDIA, LLC
Mailing Address
33 EAST MARKET STREET

City
CORNING
State or Country (if foreign address)
NY
Zip Code
14830 -
Telephone Number (include area code)
6079375000
E-Mail Address (if available)

BCHRISTIAN@WYDCTV.COM
4.
Contact Representative (if other than Assignor/Transferor)
MARK DENBO
Firm or Company Name
SMITHWICK & BELENDIUK, P.C.
Mailing Address
5028 WISCONSIN AVENUE, N.W.
SUITE 301

City
WASHINGTON
State or Country (if foreign address)
DC
Zip Code
20016 -
Telephone Number (include area code)
2023509656

E-Mail Address (if available)
MDENBO@FCCWORLD.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
58739 WGCE-CD - ROCHESTER NY


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
WILLIAM CHRISTIAN
Typed or Printed Title of Person Signing
MANAGER
Signature
Date
08/04/2015
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
STELLAR TELEVISION, LLC
Mailing Address
33 EAST MARKET STREET

City
CORNING
State or Country (if foreign address)
NY
Zip Code
14830 -
Telephone Number (include area code)
6079375000
E-Mail Address (if available)

BCHRISTIAN@WYDCTV.COM
3.
Contact Representative (if other than Assignee/Transferee)
MARK DENBO
Firm or Company Name
SMITHWICK & BELENDIUK, P.C.
Mailing Address
5028 WISCONSIN AVENUE, N.W.
SUITE 301

City
WASHINGTON
State or Country (if foreign address)
DC
Zip Code
20016 -
Telephone Number (include area code)
2023509656

E-Mail Address (if available)
MDENBO@FCCWORLD.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)

MILACHI MEDIA, LLC 33 EAST MARKET STREET CORNING, NY 14830 US 100 100 50 50

(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)

WBGT, LLC 33 EAST MARKET STREET CORNING, NY 14830 US 0 0 50 50


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
WILLIAM CHRISTIAN
Typed or Printed Title of Person Signing
MANAGER
Signature
Date
08/04/2015
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

AS INDICATED ON THE ATTACHED CHARTS, MILACHI MEDIA, LLC ('MILACHI') PRESENTLY IS THE LICENSEE OF CLASS A LOW POWER DIGITAL TELEVISION STATION WGCE-CD, ROCHESTER, NEW YORK (FACILITY NO. 58739) ('STATION'). MILACHI IS COMPRISED OF TWO INDIVIDUAL MEMBERS, MR. WILLIAM CHRISTIAN AND HIS WIFE, MRS. PAIGE CHRISTIAN, EACH OF WHOM HOLDS A 50 PERCENT MEMBERSHIP INTEREST. PURSUANT TO THE LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MILACHI, THE MANAGER (MR. CHRISTIAN) HAS SOLE AUTHORITY TO MANAGE AND CONTROL THE BUSINESS AND AFFAIRS OF MILACHI. MRS. CHRISTIAN IS NOT A 'MANAGER' AND HAS NO MANAGEMENT ROLE WITH RESPECT TO THE BUSINESS AND AFFAIRS OF MILACHI OR THE STATION.

BY THIS APPLICATION, MILACHI SEEKS CONSENT TO THE PRO FORMA ASSIGNMENT OF THE STATION'S LICENSE TO A NEW COMPANY, STELLAR TELEVISION, LLC ('STELLAR'). STELLAR WILL HAVE TWO EQUAL VOTING MEMBERS, MILACHI AND WBGT, LLC. ('WBGT'). THE SOLE MEMBER OF WBGT IS VISION COMMUNICATIONS, LLC ('VISION'). PURSUANT TO THE LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF VISION, THE MANAGER (MR. CHRISTIAN) HAS SOLE AUTHORITY TO MANAGE AND CONTROL THE BUSINESS AND AFFAIRS OF VISION, SUBJECT TO CERTAIN CUSTOMARY PROTECTIONS AFFORDED TO HOLDERS OF MINORITY MEMBERSHIP INTERESTS. PURSUANT TO THE LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF WBGT, THE MANAGER (MR. CHRISTIAN) HAS SOLE AUTHORITY TO MANAGE AND CONTROL THE BUSINESS AND AFFAIRS OF WBGT, SUBJECT TO CERTAIN CUSTOMARY PROTECTIONS AFFORDED TO VISION, THE SOLE OWNER OF WBGT.

FOLLOWING THE CONSUMMATION OF THIS TRANSACTION, MR. CHRISTIAN WILL CONTINUE TO BE THE SOLE MANAGER OF STELLAR. PURSUANT TO THE LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF STELLAR, THE MANAGER (MR. CHRISTIAN) HAS SOLE AUTHORITY TO MANAGE AND CONTROL THE BUSINESS AND AFFAIRS OF STELLAR, SUBJECT TO CERTAIN CUSTOMARY PROTECTIONS AFFORDED TO HOLDERS OF MINORITY MEMBERSHIP INTERESTS OF STELLAR. NO PARTY, OTHER THAN MILACHI, WBGT AND MR. CHRISTIAN, WOULD BE CONSIDERED TO HOLD AN 'ATTRIBUTABLE' INTEREST IN STELLAR.

MR. CHRISTIAN'S QUALIFICATIONS AS A LICENSEE HAVE BEEN PASSED ON NUMEROUS TIMES IN 'LONG FORM' APPLICATIONS (SEE, E.G., BALTTA-20140707ABE; BALTTA-20140821ADC; AND BALTVA 20120907ADW). BY THIS APPLICATION: (1) THE PREVIOUSLY-APPROVED PRINCIPAL OF THE STATION'S LICENSEE (MR. CHRISTIAN) WILL RETAIN MORE THAN 50 PERCENT OF THE STATION'S VOTING RIGHTS; AND (2) NOT MORE THAN 50 PERCENT OF THE STATION'S VOTING RIGHTS ARE BEING ASSIGNED.       

AT PRESENT, MR. CHRISTIAN IS THE SOLE MANAGER OF MILACHI AND HAS SOLE AUTHORITY TO MANAGE AND CONTROL THE BUSINESS AND AFFAIRS OF THE STATION. BECAUSE MR. CHRISTIAN ALSO IS THE SOLE MANAGER OF VISION AND WBGT, AND BECAUSE HE WILL BE THE SOLE MANAGER OF STELLAR, MR. CHRISTIAN WILL CONTINUE TO HAVE SOLE AUTHORITY TO MANAGE AND CONTROL THE BUSINESS AND AFFAIRS OF THE STATION (SUBJECT TO CERTAIN MINORITY INVESTOR PROTECTIONS) FOLLOWING THE CONSUMMATION OF THIS TRANSACTION. (MRS. PAIGE CHRISTIAN WILL BE RETAINING HER 50 PERCENT MEMBERSHIP IN MILACHI, BUT, AS BEFORE, WILL HAVE NO MANAGEMENT ROLE IN THE BUSINESS AND AFFAIRS OF THE STATION OR STELLAR.)

ACCORDINGLY, BASED ON THE FOREGOING, USE OF FORM 316 IS APPROPRIATE FOR THE PROPOSED TRANSACTION.

A SEPARATE APPLICATION IS BEING FILED CONCURRENTLY HEREWITH FOR CONSENT TO THE PRO FORMA ASSIGNMENT OF WBGT-CD, ROCHESTER, NEW YORK (FACILITY NO. 10318) FROM WBGT TO STELLAR. THAT APPLICATION PROPOSES THE SAME OWNERSHIP STRUCTURE BEING PROPOSED BY THIS APPLICATION. THE APPLICANTS RESPECTFULLY REQUEST THAT BOTH APPLICATIONS BE PROCESSED AT THE SAME TIME.

Attachment 2
Description
Milachi Media - Pre-Closing
Milachi Media - Post-Closing


Exhibit 5
Description:
CONTRIBUTION AGREEMENT

ATTACHED IS THE CONTRIBUTION AGREEMENT OF MILACHI MEDIA, LLC AND STELLAR TELEVISION, LLC, WHICH IS THE DOCUMENT THAT GOVERNS THIS TRANSACTION.

THE FOLLOWING EXHIBITS TO THE CONTRIBUTION AGREEMENT ARE NOT BEING SUBMITTED WITH THIS APPLICATION BECAUSE THEY CONTAIN MATERIAL THAT EITHER IS PROPRIETARY, NOT GERMANE TO THE COMMISSION'S EVALUATION OF THIS APPLICATION, OR ALREADY IN THE COMMISSION'S POSSESSION. SEE LUJ, INC., MEMORANDUM OPINION AND ORDER, 17 FCC RCD 16980 (2002); MEDIA BUREAU ANNOUNCES INTERIM FILING AND CERTIFICATION REQUIREMENTS REGARDING SUBMISSION OF CONTRACTS WITH ASSIGNMENT/TRANSFER OF CONTROL APPLICATIONS, PUBLIC NOTICE, 17 FCC RCD 16166 (MED. BUR. 2002).

THE EXHIBITS ARE:

SCHEDULE 2.1(A) - FCC AUTHORIZATIONS
SCHEDULE 2.1(B) - PERSONAL PROPERTY CONTRIBUTED
SCHEDULE 2.1(C) - INTELLECTUAL PROPERTY CONTRIBUTED
SCHEDULE 2.1(D) - ACQUIRED CONTRACTS
SCHEDULE 2.1(E) - CONTRIBUTED ACCOUNTS RECEIVABLE AND NOTES
SCHEDULE 2.2(B) - ASSUMED LIABILITIES


Attachment 5
Description
Contribution Agreement


Exhibit 11
Description:
EXHIBIT 11

SEE EXHIBIT 5.

Attachment 11


Exhibit 12
Description:
EXHIBIT 12

FOR ADDITIONAL EXPLANATION REGARDING THE CHANGES IN INTERESTS AS A RESULT OF THE ASSIGNMENT BEING PROPOSED HEREIN, SEE EXHIBIT 2.

Attachment 12


Exhibit 14
Description:
EXHIBIT 14

STELLAR TELEVISION, LLC ('STELLAR'), THE PROPOSED ASSIGNEE, HOLDS NO OTHER BROADCAST INTERESTS.

MILACHI MEDIA, LLC, THE PROPOSED ASSIGNOR, IS THE 50 PERCENT VOTING MEMBER OF STELLAR. WBGT, LLC ('WBGT'), THE OTHER 50 PERCENT VOTING MEMBER OF STELLAR, ALSO IS THE LICENSEE OF WBGT-CD, ROCHESTER, NEW YORK (FACILITY NO. 10318).

WILLIAM CHRISTIAN, THE MANAGER OF STELLAR AND MILACHI, ALSO HOLDS ATTRIBUTABLE INTERESTS IN THE FOLLOWING BROADCAST STATIONS:

* WYDC(DT), CORNING, NY, FACILITY NO. 62219
* WCBA(AM), CORNING, NY, FACILITY NO. 19652.
* LOW POWER AND CLASS A TELEVISION STATIONS WVTT-CA, OLEAN, NY, FACILITY NO. 10869; WVMA-CD, WINCHENDON, MA, FACILITY NO. 48413; W16BE-D, HORNELL, NY, FACILITY NO. 43451; W20BL-D, BATH, NY, FACILITY NO. 43452; W26BF, ELMIRA, NY, FACILITY NO. 15570;
WJKP-LD, CORNING, NY, FACILITY NO. 128778; W41DB, CORNING, NY, FACILITY NO. 128780; AND W22ET-D, CORNING, NY, FACILITY NO. 125480.

Attachment 14


Exhibit 15
Description:
EXHIBIT 15

BALTVA-20120907ADW.

Attachment 15