Federal Communications Commission
Washington, D.C. 20554
Approved by OMB
3060-0075 (April 2017)
FCC 345
FOR FCC USE ONLY
 
APPLICATION FOR TRANSFER OF CONTROL OF A CORPORATE LICENSEE OR PERMITTEE, OR FOR ASSIGNMENT OF LICENSE OR PERMIT OF TV OR FM TRANSLATOR STATION OR LOW POWER TELEVISION STATION

Read INSTRUCTIONS Before Filling Out Form

FOR COMMISSION USE ONLY
FILE NO.

BALDTL - 20170918ACA
Section I - General Information
1. Legal Name of the Licensee/Permittee
MAKO COMMUNICATIONS, LLC
Mailing Address
518 PEOPLES STREET

City
CORPUS CHRISTI
State or Country (if foreign address)
TX
ZIP Code
78401 -
Telephone Number (include area code)
3618831763
E-Mail Address (if available) 
MINICK@SWBELL.NET
FCC Registration Number:
0004985982
Call Sign 
KVAT-LD
Facility Identifier
52930
2. Contact Representative (if other than Licensee/Permittee)
LEE PELTZMAN
Firm or Company Name
SHAINIS & PELTZMAN
Mailing Address
1850 M STREET, N.W.
SUITE 240

City
WASHINGTON
State or Country (if foreign address)
DC
ZIP Code
20036 -
Telephone Number (include area code)
2022930569
E-Mail Address (if available)
LEE@S-PLAW.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.
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.
Yes No

[Exhibit 1]



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.  Licensee/permittee certifies that it has answered each question in this application based on its review of the application instructions and worksheets. Licensee 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 only one box for A and B):
A. Consent to Assignment of Construction Permit Consent to Transfer Control of Permittee
Consent to Assignment of License Consent to Transfer Control of Licensee
Amendment to 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 2]
B. TV Translator Low Power TV Station FM Translator Digital Low Power TV   Digital TV Translator
3.

Legal Name of the Assignor/Transferor
MAKO COMMUNICATIONS, LLC

Mailing Address
518 PEOPLES STREET

City
CORPUS CHRISTI
State or Country (if foreign address)
TX
Zip Code
78401 -
Telephone Number
(include area code)
3618831763
E-Mail Address (if available)

 
If more than one transferor, submit the information requested in question 1 for each transferor.
[Exhibit 3]
4.

Contact Representative (if other than assignee)
LEE J. PELTZMAN

Firm or Company Name
SHAINIS & PELTZMAN, CHARTERED
Mailing Address
1850 M STREET, NW
SUITE 240

City
WASHINGTON
State or Country (if foreign address)
DC
Zip Code
20036 -
Telephone Number
(include area code)
2022930011
E-Mail Address (if available)

LEE@S-PLAW.COM
5. Authorizations to be Assigned/Transferred. List call signs, locations and facility identifiers of all authorizations to be assigned/transferred. Include construction permits and file numbers. List main station authorizations and any FM and/or TV translator stations, LPTV stations, SCA, FM and/or TV booster stations, and associated auxiliary service 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

52930

KVAT-LD

-

AUSTIN

TX

Facility ID Number Call Sign or Construction Permit File Number City State

61692

W25DW-D

-

ARBURY HILLS

IL

Facility ID Number Call Sign or Construction Permit File Number City State

68454

KCCX-LP

-

CORPUS CHRISTI

TX

Facility ID Number Call Sign or Construction Permit File Number City State

52926

KHPK-LD

-

DE SOTO

TX

Facility ID Number Call Sign or Construction Permit File Number City State

26957

KJJM-LD

-

DALLAS & MESQUITE

TX

Facility ID Number Call Sign or Construction Permit File Number City State

52925

KODF-LD

-

BRITTON

TX

Facility ID Number Call Sign or Construction Permit File Number City State

52923

K31GL-D

-

DE SOTO

TX

Facility ID Number Call Sign or Construction Permit File Number City State

167664

KUVM-LD

-

MISSOURI CITY

TX

Facility ID Number Call Sign or Construction Permit File Number City State

8887

KVPX-LD

-

LAS VEGAS

NV

Facility ID Number Call Sign or Construction Permit File Number City State

168004

KEGS-LD

-

LAS VEGAS

NV

Facility ID Number Call Sign or Construction Permit File Number City State

129704

K24GP

-

LUBBOCK

TX

Facility ID Number Call Sign or Construction Permit File Number City State

4331

W16CC-D

-

WEST GATE

FL

Facility ID Number Call Sign or Construction Permit File Number City State

28186

KTOU-LD

-

OKLAHOMA CITY

OK

Facility ID Number Call Sign or Construction Permit File Number City State

19586

WDUM-LD

-

SPRINGVILLE

NJ

Facility ID Number Call Sign or Construction Permit File Number City State

72535

W36DO-D

-

DARBY

PA

Facility ID Number Call Sign or Construction Permit File Number City State

72536

WZPA-LD

-

PHILADELPHIA

PA

Facility ID Number Call Sign or Construction Permit File Number City State

7085

K18JL-D

-

PHOENIX

AZ

Facility ID Number Call Sign or Construction Permit File Number City State

60465

KTVP-LD

-

PHOENIX

AZ

Facility ID Number Call Sign or Construction Permit File Number City State

65789

K04QR-D

-

ESPARTO

CA

Facility ID Number Call Sign or Construction Permit File Number City State

20566

KSAA-LP

-

SAN ANTONIO

TX

Facility ID Number Call Sign or Construction Permit File Number City State

58786

KISA-LD

-

SAN ANTONIO

TX

Facility ID Number Call Sign or Construction Permit File Number City State

168057

KUSE-LD

-

SEATTLE

WA

Facility ID Number Call Sign or Construction Permit File Number City State

35781

KPTN-LD

-

ST. LOUIS

MO

Facility ID Number Call Sign or Construction Permit File Number City State

4330

W43CE-D

-

LEALMAN

FL

Facility ID Number Call Sign or Construction Permit File Number City State

6029

W15CM-D

-

ORIENT CITY

FL


6.
Agreements for Sale/Transfer of Station. Licensee/permittee certifies that:
a. it has placed in its station records and submitted to the Commission as an Exhibit to this application copies of all agreements for the sale/transfer of the station(s);
b. these documents embody the complete and final understanding between licensee/permittee and assignee/transferee; and
c. these agreements comply fully with the Commission's rules and policies.
Yes No

See Explanation in
[Exhibit 4]

7.
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 party to the a application; or
b.
any pending broadcast application in which character issues have been raised.
Yes No

See Explanation in
[Exhibit 5]

8.
Adverse Findings. Licensee/permittee certifies that, with respect to the licensee/permittee and any 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 the following: any felony; mass media-related antitrust or unfair competition; fraudulent statements to another government unit; or discrimination.
Yes No

See Explanation in
[Exhibit 6]

9.
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.
Yes No
10.
Auction Authorization. Licensee/permittee certifies that more than five years have passed since the issuance of the construction permit for the station being assigned/transferred, 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 7]

11.
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
12.
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 FM translator, TV translator, or low power television stations.
Yes No

N/A

See Explanation in
[Exhibit 8]

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
AMANDA MINTZ


Typed or Printed Title of Person Signing
MEMBER
Signature
Date
09/08/2017

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
HC2 LPTV HOLDINGS, INC.
Mailing Address
450 PARK AVENUE
30TH FLOOR

City
NEW YORK
State or Country (if foreign address)
NY
Zip Code
10022 -
Telephone Number (include area code)
2123395835
E-Mail Address (if available)

JFERRARO@HC2.COM
If more than one transferee, submit the information requested in question 1 for each transferor.
[Exhibit 9]
3.
Contact Representative (if other than assignee)
TREY HANBURY
Firm or Company Name
HOGAN LOVELLS US LLP
Mailing Address
555 THIRTEENTH STREET NW

City
WASHINGTON
State or Country (if foreign address)
DC
Zip Code
20004 -
Telephone Number (include area code)
2026375534

E-Mail Address (if available)
TREY.HANBURY@HOGANLOVELLS.COM
4. Nature of Applicant. Assignee/transferee is:
an individual a general partnership a for-profit corporation
a limited partnership a not-for-profit corporation a limited liability company (LLC/LC)
other    

a. If "other", describe nature of applicant in an Exhibit. [Exhibit 10]
5.
Agreements for Sale/Transfer of Station. Assignee/Transferee certifies that:
a. the written agreements in the licensee/permittee's station records embody the complete and final agreement for the sale of the station(s) which are to be assigned; and these
b. agreements comply fully with the Commission's rules and policies.
Yes No

See Explanation in
[Exhibit 11]

6.
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 party to the a application; or
b. any pending broadcast application in which character issues have been raised.
Yes No

See Explanation in
[Exhibit 12]

7.
Adverse Findings. Assignee/Transferee certifies that, with respect to the assignee/transferee and any 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 government unit; or discrimination.
Yes No

See Explanation in
[Exhibit 13]

8.
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 14]

9.
Financial Qualifications. Assignee/Transferee 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.
Yes No

See Explanation in
[Exhibit 15]

10.
Rebroadcast Certification. For applicants proposing translator rebroadcasts who are not the licensee of the primary station, the applicant certifies that written authority has been obtained from the licensee of the station whose programs are to be retransmitted Yes No
N/A
Primary station proposed to be rebroadcast:
Facility ID Number Call Sign City State
11.
a. Applicant certifies that it is not the licensee or permittee of the commercial primary station being rebroadcast and that neither it nor any parties to the application have any interest in or connection with the commercial primary station being rebroadcast. See 47 C.F.R. Section 74.1232(d).
Yes No
N/A
See Explanation in
[Exhibit 16]

b. Applicant certifies that the FM translator's (a) 1mV/m coverage contour does not extend beyond the protected contour of the commercial FM primary station to be rebroadcast, or (b) entire 1mV/m coverage contour is contained within the greater of either: (i) the 2 mV/m daytime contour of the commercial AM primary station to be rebroadcast, or (ii) a 25-mile radius centered at the commercial AM primary station's transmitter site.
Yes No
N/A

See Explanation in
[Exhibit 17]

NOTE: If No to a. and b., and no waiver has been requested in an Exhibit, this application is unacceptable for filing. See 47 C.F.R. Section 74.1231(d).

If No to a. and Yes to b. applicant is prohibited from receiving any support, before or after construction, either directly or indirectly from the commercial primary station being rebroadcast or from any person or entity having any interest whatsoever, or any connection with the primary FM station. Interested and connected parties include group owners, corporate parents, shareholders, officers, directors, employees, general and limited partners, family members and business associates. See 47 C.F.R. Section 74.1232(e).

12.
Applicant certifies that it is in compliance with 47 C.F.R. Section 74.1232(e), which prohibits a FM translator station whose coverage contour extends beyond the protected contour of the commercial FM primary station being rebroadcast, from receiving support (except for specified technical assistance), before, during, or after construction, directly or indirectly, from the primary station, or any person or entity having any interest in, or connection with, the primary station. Yes No
N/A

See Explanation in
[Exhibit 18]

13.
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]

14.
Anti-Drug Abuse Act Certification. Assignee/Transferee 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. Yes No
15.
Equal Employment Opportunity (EEO). If the applicant proposes to employ five or more full-time employees, applicant certifies that it is filing simultaneously with this application a Model EEO Program Report on FCC Form 396-A. 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
MICHAEL J. SENA
Typed or Printed Title of Person Signing
CHIEF FINANCIAL OFFICER
Signature
Date
09/08/2017

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 4
Description:
AGREEMENTS

SEE ATTACHED ASSET PURCHASE AGREEMENT AND ESCROW AGREEMENT


THE SCHEDULES TO THE ASSET PURCHASE AGREEMENT HAVE NOT BEEN PROVIDED TO THE COMMISSION BECAUSE THE INFORMATION CONTAINED IN THE SCHEDULES IS NOT RELEVANT TO THE COMMISSION'S OR THE PUBLIC'S PUBLIC INTEREST REVIEW OF THIS APPLICATION. SEE LUJ, INC. AND LONG NINE, INC., MEMORANDUM OPINION AND ORDER, 17 FCC RCD 16980 (2002). ADDITIONALLY, THE SCHEDULES CONTAIN PROPRIETARY , NON-PUBLIC INFORMATION RELATING TO THE BUSINESS OF THE PARTIES TO THE AGREEMENT. THE SCHEDULES WILL BE MADE AVAILABLE TO THE COMMISSION UPON ITS REQUEST.


Attachment 4
Description
ASSET PURCHASE AGREEMENT
ESCROW AGREEMENT


Exhibit 11
Description:
REDACTED

ASSIGNOR AND ASSIGNEE HAVE REDACTED THE EXHIBITS AND SCHEDULES TO THEIR ASSET PURCHASE AGREEMENT LISTED IN EXHIBIT 4 TO THIS APPLICATION, OTHER THAN EXHIBIT A (THE ESCROW AGREEMENT). THE REDACTED EXHIBITS AND SCHEDULES CONTAIN SENSITIVE FINANCIAL INFORMATION THAT IS NOT MATERIAL TO THE COMMISSION'S PROCESSING OF THIS APPLICATION. SEE LUJ, INC., MEMORANDUM OPINION AND ORDER, 17 FCC RCD 16980 (2002).   A DESCRIPTION OF THE REDACTED EXHIBITS AND SCHEDULES IS INCLUDED BELOW:

EXHIBIT B: FORM OF PROMISSORY NOTE
EXHIBIT C: FORM OF BILL OF SALE
EXHIBIT D: FORM OF LOCK-UP AGREEMENT
EXHIBIT E: FORM OF DOMAIN NAME ASSIGNMENT AGREEMENT
SCHEDULE 2.2: EXCLUDED ASSETS
SCHEDULE 2.7: ALLOCATION
SCHEDULE 3.3: CONSENTS
SCHEDULE 3.4: PURCHASED LICENSES
SCHEDULE 3.4(C): NO ACTIONS
SCHEDULE 3.4(E): NO LEASES, OTHER RIGHTS
SCHEDULE 3.5: PERMITTED LIENS
SCHEDULE 3.5(A): MATERIAL ASSETS OTHER THAN PURCHASED ASSETS
SCHEDULE 3.6: TANGIBLE PERSONAL PROPERTY
SCHEDULE 3.6(A): TANGIBLE PERSONAL PROPERTY; PERMITTED LIENS
SCHEDULE 3.6(B): REAL PROPERTY
SCHEDULE 3.7: ASSUMED CONTRACTS
SCHEDULE 3.7(A): ASSUMED CONTRACTS NOT DELIVERED TO BUYER
SCHEDULE 3.7(B): ASSUMED CONTRACTS NO DEFAULT, MATERIAL COMPLIANCE, LAPSE OF TIME
SCHEDULE 3.8: NO AMENDMENT, MODIFICATION, TERMINATION
SCHEDULE 3.9(A): TAX RETURNS
SCHEDULE 3.9(D): TAX EXTENSIONS
SCHEDULE 3.11: INTANGIBLE PROPERTY
SCHEDULE 3.13: JUDGMENTS, AWARDS, LITIGATION, ACTION PENDING
SCHEDULE 3.14: COMPLIANCE WITH LAWS
SCHEDULE 3.15: AFFILIATE CONTRACTS
SCHEDULE 3.16: FINANCIAL STATEMENTS
SCHEDULE 3.17: MATERIAL ADVERSE EFFECTS
SCHEDULE 5.3: BUYER CONSENTS
SCHEDULE 6.4(A): UTILITY SERVICES
SCHEDULE 11.4: LIABILITIES

Attachment 11