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ION MEDIA NETWORKS LIQUIDATING TRUST AND MEDIA HOLDCO, LP

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Released: December 17, 2009

Federal Communications Commission

DA 09-2602

Before the

Federal Communications Commission

Washington, D.C. 20554

In the Matter of
)

ION Media Networks Liquidating Trust

)
File Nos. BTCCDT-20090901ABT, et al.
(Transferors)
)
)

and
)
)

Media Holdco, LP

)
(Transferee)
)
)

For Transfer of Control of ION Media Networks,
)
Inc., and Certain Subsidiaries, Licensees of
)
Station WPXN-TV, New York, NY, et al.
)

MEMORANDUM OPINION AND ORDER

Adopted: December 16, 2009

Released: December 17, 2009

By the Chief, Media Bureau:

I.

INTRODUCTION

1. The Commission, by the Chief, Media Bureau, pursuant to delegated authority, has before it
unopposed applications listed in the attached Appendix seeking consent to transfer control of licensee
subsidiaries holding 58 full-power broadcast television licenses and associated low-power, Class A, and
television translator licenses, from ION Media Networks Liquidating Trust (“ION Trust”), to Media
Holdco, LP (“Media Holdco”). The applications have been filed pursuant to a Chapter 11 joint plan for
reorganization, which the United States Bankruptcy Court for the Southern District of New York (the
“Bankruptcy Court”) approved on December 3, 2009. In connection with the applications, Media Holdco
has requested four continuing satellite exemptions to the television ownership rule pursuant to Note 5 of
Section 73.3555.1 For the reasons set forth below, we grant the applications.

II.

BACKGROUND

2. On May 19, 2009, ION Media Networks, Inc. (“ION”), and certain of its wholly owned
subsidiaries, filed for Chapter 11 bankruptcy with the Bankruptcy Court. On June 5, 2009, the
Commission granted FCC Form 316 applications seeking consent to assign certain licenses from ION
subsidiaries to such subsidiaries as Debtors-In-Possession (“ION DIP”).2 As contemplated in the


1 47 C.F.R. §73.3555(b) (2002).
2 See File Nos. BALCT-20090520AAJ, et al.

Federal Communications Commission

DA 09-2602

reorganization plan submitted and approved by the Bankruptcy Court, all currently issued and outstanding
equity interests of ION will be cancelled and extinguished, and new common stock will be authorized and
issued. The plan further contemplates that, after approval by the Bankruptcy Court, the new common
stock will be transferred to the ION Trust, and the proposed holders of the common stock will be given
beneficial interests in the ION Trust. On September 14, 2009, ION DIP filed FCC Form 316 applications
seeking consent to assign the new common stock to the ION Trust. The applications were granted
September 28, 2009.3 The new common stock, therefore, is currently being held by the ION Trust for the
benefit of certain ION DIP lenders and holders of ION’s first lien indebtedness, pending Commission
approval of the above-captioned applications, but after approval of the reorganization plan by the
Bankruptcy Court.4 Members of the current board of directors of ION DIP serve as members of a trustee
board, and constitute a majority of such board.5 The ION Trust is also subject to the ultimate supervision,
direction, and control of the Bankruptcy Court.
3. In the instant transaction, the applicants seek approval to effectuate ION’s reorganization by
transferring control of the new common stock from the ION Trust to Media Holdco, LP (“Media
Holdco”), an entity controlled by affiliates of Avenue ION Holdings GL, LLC, Black Diamond Capital
Holdings, L.L.C., and Trilogy Capital, LLC, three of ION’s pre-petition creditors. Media Holdco will
hold an approximately 71.7% voting and equity interest in the reorganized ION, while certain second tier
ION DIP lenders will hold an approximately 28.3% interest.
4. The transaction will not result in the creation of any new ownership combinations implicating
our multiple and cross-ownership rules. However, the applicants have requested Commission consent to
continue operating station WPXG-TV, Concord, New Hampshire, and station WDPX-TV, Vineyard
Haven, Massachusetts, as satellites of station WBPX-TV, Boston, Massachusetts; to continue operating
station WPXU-TV, Jacksonville, North Carolina, as a satellite of station WEPX-TV, Greenville, North
Carolina; and to continue operating station WWPX-TV, Martinsburg, West Virginia, as a satellite of
WPXW-TV, Manassas, Virginia. Stations WDPX-TV, and WPXG-TV, which were originally authorized
as satellites in 1994 and 1995, respectively,6 are all located in the same Boston, Massachusetts, Nielsen
Designated Market Area (“DMA”) as parent station WBPX-TV. Station WPXU-TV has been in
continuous operation as a satellite since 1993, but became a satellite of station WEPX-TV in 1999.7
Station WPXU-TV and station WEPX-TV are located in the same Greenville-New Bern-Washington,
North Carolina DMA. Station WWPX-TV has operated as a satellite of station WPXW-TV since 2003;8
both are located in the Washington, D.C. DMA.


3 See File Nos. BALCDT-200090901AAN et al.
4 The ION DIP lenders would cumulatively hold 62.5% of the liquidating trust interests, while the holders of ION’s
first lien indebtedness would hold 37.5% of the liquidating trust interests.
5 Three other directors unaffiliated with either ION DIP or the beneficiaries will also be members of the trustee
board.
6 Cape Television, Inc., 9 FCC Rcd 6389 (1994); New England Television, Inc., 10 FCC Rcd 7241 (1995).
7 Letter from Barbara A. Kreisman, Chief, Video Services Division, to Eric A. Moses, Esq., dated October 1, 1999.
8 Letter from Barbara A. Kreisman, Chief, Video Services Division, to John Feore, Esq., dated July 24, 2003.
2

Federal Communications Commission

DA 09-2602

III.

DISCUSSION

5. In Television Satellite Stations,9 the Commission established the requirement that all applicants
seeking to transfer or assign satellite stations justify continued satellite status by demonstrating
compliance with the three-part “presumptive” satellite exemption standard applicable to new satellite
stations. The presumptive satellite exemption is met if the following three public interest criteria are
satisfied: (1) there is no City Grade overlap between the parent and the satellite; (2) the proposed satellite
would provide service to an underserved area; and (3) no alternative operator is ready and able to
construct or to purchase and operate the satellite as a full-service station.10 If an applicant does not qualify
for the presumption, the Commission will evaluate the proposal on an ad hoc basis, and grant the
application if there are compelling circumstances that warrant approval.11
6.
Digital television stations do not have City Grade contours, so the first criterion of the
presumptive standard is not applicable in the digital environment. Regardless, prior to the digital
transition, there was no City Grade Contour overlap between the satellites and their respective parent
stations. Further, in each market at issue, there is only a slight overlap between the digital contours of the
satellites and their respective parent stations.
7.
With respect to the second criterion, Media Holdco has demonstrated that the respective
satellites serve an underserved area by using our “transmission” test. That test deems an area underserved
if there are two or fewer full-service stations licensed to a proposed satellite’s community of license.
Stations WDPX-TV, WPXG-TV and WWPX(TV) are the only stations licensed to their respective
communities of license, while there is only one other station licensed to Jacksonville, North Carolina,
station WPXU-TV’s community of license.
8.
With respect to the third criterion, Media Holdco has not provided evidence of an attempt to sell
the stations, as ION is exiting bankruptcy, but argues that the satellites are not viable as stand-alone
stations. Media Holdco contends, however, that the Commission most recently approved continued
operation of stations WDPX-TV, WPXG-TV, WPXU-TV, and WWPX-TV as satellites on December 31,
2007, and that, since that time, none of the essential facts underlying their operation have changed.
9.
In support of the assertion that the satellites are not viable as full-service stations, Media Holdco
has submitted a report from BIA Financial Network, which it claims demonstrates that no alternative
operator would be ready and able to purchase and operate the stations on a full-service basis. With
respect to the two satellite requests in the Boston DMA, the BIA Report states that thirteen of the 14 full-
service stations in the market reach more than 60 percent of the local market households, while WPXG-
TV and WDPX-TV reach only 37 percent and 11 percent of the local market households, respectively.12
In addition, Media Holdco asserts that all English-language and major Spanish-language networks already


9 Television Satellite Stations Review of Policies and Rules, Report and Order, 6 FCC Rcd 4212, 4215 (1991)
(subsequent history omitted) (“Television Satellite Stations”).
10 Id. at 4213-14.
11 Id.
12 Application To Transfer Control of Station WBPX-TV, File No. BTCCDT-20090901ACZ, BIA Advisory
Services Economic Viability Study, at 5.
3

Federal Communications Commission

DA 09-2602

have affiliates in the market.13 If stations WGPX-TV and WDPX-TV were to operate as full-service
stations, then, they would need to operate as independents with inferior market coverage.
10. With respect to the station WPXU-TV satellite request, Media Holdco states that the Greenville
DMA is the 103rd largest television market, and is presently served by five full-service stations and two
full-power satellite stations.14 According to Media Holdco, station WPXU-TV only reaches a portion of
Greenville DMA and, therefore, it would be unable to obtain an affiliation with a national network even if
it did operate as a full-service station.15 The BIA Report concludes that a full-service station would need a
strong network affiliation or other source of attractive programming in order to succeed in the market,
since advertising revenue growth in the Greenville DMA is expected to be comparatively low.16
11. Finally, Media Holdco maintains that all of the full-service stations in the Washington, DC
DMA have much greater coverage and coverage that is nearer to the population center of the market, than
WWPX-TV.17 Further, all English-language networks have affiliates in the market and, thus, station
WWPX-TV would need to either operate as an independent or a Spanish-language network affiliate,
neither of which would be viable options, according to Media Holdco, given the station’s inferior
coverage and its inability to reach a significant proportion of Hispanic individuals in the market.18
12. While we do not find that this showing justifies a continuing satellite exemption under the
presumptive standard, based on our review of the materials submitted, we find that Media Holdco has set
forth information sufficient to warrant continued operation of stations WDPX-TV, WPXG-TV, WPXU-
TV, and WWPX-TV as satellites under our ad hoc analysis. Each of the stations has operated as a
satellite for many years. They all have limited coverage areas when compared to other stations in their
respective markets, a finding on which previous satellite exemptions had been based.19 Further, to make
the switch from satellite to full-service operations, ION would need to invest additional capital to
construct master control rooms as well as purchase production and other equipment. The BIA Report
estimates those costs to be 1.3 million dollars per station.20 We agree with Media Holdco that, given the
economic climate and ION’s exit from bankruptcy, obtaining financing for capital investments would be
difficult. Media Holdco has, thus, submitted evidence demonstrating the unfeasibility of finding a
purchaser willing to operate the stations on a stand-alone basis. We, therefore, find that continued
operation of station WDPX-TV and WPXG-TV as satellites of station WBPX-TV; continued operation of
station WPXU-TV as a satellite of station WEPX-TV; and continued operation of station WWPX-TV as a
satellite of station WPXW-TV would serve the public interest.


13 Application To Transfer Control of Station WBPX-TV, File No. BTCCDT-20090901ACZ, Exhibit 18, at 3.
14 Id. at 4.
15 Id.
16 BIA Advisory Services Economic Viability Study, at 18, 20.
17 Exhibit 18, at 3.
18 Id.
19 Letter from Barbara A. Kreisman, Chief, Video Services Division, to John Feore, Esq., dated May 5, 2000; Letter
from Barbara A. Kreisman, Chief, Video Services Division, to Joel Levy, Esq., dated October 1, 1999; Letter from
Barbara A. Kreisman, Chief, Video Services Division, to John Feore, Esq., dated July 24, 2003.
20 BIA Advisory Services Economic Viability Study, at 21.
4

Federal Communications Commission

DA 09-2602

13.

Pending Renewals.

On September 1, 2004, the Office of Communication of the United Church
of Christ, Inc., and the Center for Digital Democracy (“UCC”), filed a Petition to Deny opposing the
license renewal applications of Station WPXW(TV), Manassas, Virginia, licensed to ION subsidiary
Paxson Washington License, Inc. (“Paxson Washington”),21 and Station WDCA(TV), Washington, D.C.,
licensed to Fox Television Stations, Inc. UCC argues that the program Miracle Pets aired by Station
WPXW(TV) during significant portions of the previous license term fails to qualify as programming
specifically designed to serve the educational and informational needs of children (core programming),
and that, therefore, Paxson Washington has failed to comply with the processing guidelines of Section
73.671 of the Commission’s rules, and has otherwise failed to demonstrate compliance with the
Children’s Television Act of 1990 (“CTA”).22 Station WPXW(TV)’s Form 398 Children’s Television
Programming Report for the quarter ending September 30, 2002, described Miracle Pets as a “one-hour
live-action program” depicting “short reenactments of pets/animals doing heroic, extraordinary acts,”
which provides children with “positive role models, prosocial values and the importance of taking care of
the pets in their lives.” Miracle Pets was aired by Station WPXW(TV) from the first quarter of 2001 to
the third quarter of 2005.
14. In the past, the Commission has stated that “in multi-station transactions, it will grant the
transfer of control application while [a] renewal application is pending as long as there are no basic
qualification issues pending against the transferor or transferee that could not be resolved in the context of
the transfer proceeding, and the transferee explicitly assents to standing in the stead of the transferor in
the pending renewal proceeding.”23 Media Holdco has agreed “to succeed to the place of the current
licensee in any pending renewal application[].”24 As we found in the 2007 Memorandum Opinion and
Order granting transfer of control of the pre-bankruptcy ION to CIG Media, LLC,25 UCC’s allegations
involved only one of the 58 full-power television stations that are subject to the proposed transaction, and
that the Station WPXW(TV) renewal is the only one that remains outstanding. Without reaching a
conclusion as to whether such programming qualifies as “core programming,” we find, as we did most
recently in 2007, that UCC’s allegations do not raise a qualification issue involving Paxson Washington
that would preclude action on the instant transfer of control applications. UCC has provided no evidence
that Paxson Washington has engaged in intentional misrepresentation.

IV.

CONCLUSION

15. We have reviewed the application and conclude that the applicants are fully qualified and that
grant of above-captioned transfer of control applications, will serve the public interest, convenience, and
necessity.


21 Paxson Washington has since been renamed ION Media Washington License, Inc.
22 47 C.F.R. § 73.671; Pub. L. No. 101-437, 104 Stat. 996-1000, codified at 47 U.S.C. Sections 303a, 303b and 394.
23 Shareholders of CBS Corporation, Memorandum Opinion and Order, 16 FCC Rcd 16072, 16072-16073 (2001).
See, also, Stockholders of CBS, Inc., Memorandum Opinion and Order, 11 FCC Rcd 3733 (1995), aff’d, Serafyn v.
FCC
, 149 F.3d 1213 (D.C. Cir. 1998); Capital Cities/ABC, Inc., Memorandum Opinion and Order, 11 FCC Rcd
5841 (1996).
24 WPXW-TV Application for Transfer of Control, File No. BTCCDT-20090901AHQ, Exhibit 15.
25 Paxson Management Corporation and Lowell W. Paxson, Memorandum Opinion and Order, 22 FCC Rcd 22224,
22235-22236 (2007).
5

Federal Communications Commission

DA 09-2602

V.

ORDERING CLAUSES

16.

IT IS ORDERED

, That the applications listed in the attached Appendix seeking consent to
transfer control of the licensee subsidiaries held in trust by the ION Media Networks Liquidating Trust to
Media Holdco, LP,

ARE GRANTED

.
FEDERAL COMUNICATIONS COMMISSION
William T. Lake
Chief, Media Bureau

APPENDIX

6

Federal Communications Commission

DA 09-2602

Authorizations to be Transferred from ION Media Networks Liquidating Trust to Media Holdco,

LP

Name of Entity


Call Sign(s)


Facility ID


File No.


ION Media License
WPXN-TV, NEW YORK, NY
73356
BTCCDT-20090901ABT
Company, LLC
WPXD-TV, ANN ARBOR, MI
5800
WXPX-TV, BRADENTON, FL
6601
KWPX-TV, BELLEVUE, WA
56852
WPXM-TV, MIAMI, FL
48608
WFPX-TV, FAYETTEVILLE, NC
21245
WNPX-TV, COOKEVILLE, TN
28468
WPXH-TV, GADSDEN, AL
73312
WPXV-TV, NORFOLK, VA
67077
WPXR-TV, ROANOKE, VA
70251
KPXR-TV, CEDAR RAPIDS, IA
21156
KPXG-LP, PORTLAND, OR
69792
WPXJ-LP, JACKSONVILLE, FL
29716
WIPX-LP, INDIANAPOLIS, IN
65121
W48AV, DETROIT, MI
68544
ION Media Los
KPXN-TV, SAN BERNARDINO,
58978
BTCCDT-20090901AFP
Angeles License, Inc.
CA
ION Media Chicago
WCPX-TV, CHICAGO, IL
10981
BTCCDT-20090901ADJ
License, Inc.
ION Media
WPPX-TV, WILMINGTON, DE
51984
BTCCDT-20090901AGP
Philadelphia License,
Inc.
ION Media Dallas
KPXD-TV, ARLINGTON, TX
68834
BTCCDT-20090901ADK
License, Inc.
ION Media San Jose
KKPX-TV, SAN JOSE, CA
22644
BTCCDT-20090901AIA
License, Inc.
ION Media Boston
WBPX-TV, BOSTON, MA
7692
BTCCDT-20090901ACZ
License, Inc.
WDPX-TV, VINEYARD HAVEN,
6476
MA
WPXG-TV, CONCORD, NH
48406
WMPX-LP, DENNIS, MA
6477
ION Media Atlanta
WPXA-TV, ROME, GA
51969
BTCCDT-20090901ACW
License, Inc.
ION Media
WPXW-TV, MANASSAS, VA
74091
BTCCDT-20090901AHQ
Washington License,
Inc.
ION Media
WWPX-TV, MARTINSBURG,
23264
BTCCDT-20090901AIZ
Martinsburg License,
WV
Inc.
ION Media Houston
KPXB-TV, CONROE, TX
58835
BTCCDT-20090901AEH
License, Inc.
America 51, L.P.
KPPX-TV, TOLLESON, AZ
26655
BTCCDT-20090901ACQ
ION Media
KPXM-TV, ST. CLOUD, MN
35907
BTCCDT-20090901AGA
Minneapolis License,
Inc.
ION Media Akron
WVPX-TV, AKRON, OH
70491
BTCCDT-20090901ACS
7

Federal Communications Commission

DA 09-2602

License, Inc.
ION Media Denver
KPXC-TV, DENVER, CO
68695
BTCCDT-20090901ADQ
License, Inc.
ION Media Orlando
WOPX-TV, MELBOURNE, FL
67602
BTCCDT-20090901AGO
License, Inc.
ION Media
KSPX-TV, SACRAMENTO, CA
52953
BTCCDT-20090902ABC
Sacramento License,
Inc.
ION Media Portland
KPXG-TV, SALEM, OR
5801
BTCCDT-20090901AHH
License, Inc.
ION Media
WIPX-TV, BLOOMINGTON, IN
10253
BTCCDT-20090901AEL
Indianapolis License,
Inc.
ION Media Raleigh
WRPX-TV, ROCKY MOUNT, NC
20590
BTCCDT-20090901AHK
License, Inc.
ION Media Hartford
WHPX-TV, NEW LONDON, CT
51980
BTCCDT-20090901ADX
License, Inc.
ION Media Kansas
KPXE-TV, KANSAS CITY, MO
33337
BTCCDT-20090901AER
City License, Inc.
ION Media Salt Lake
KUPX-TV, PROVO , UT
57884
BTCCDT-20090901AHY
City License, Inc.
ION Media
WPXE-TV, KENOSHA, WI
37104
BTCCDT-20090901AFX
Milwaukee License,
Inc.
ION Media San
KPXL-TV, UVALDE, TX
61173
BTCCDT-20090901AHZ
Antonio License, Inc.
ION Media West Palm WPXP-TV, LAKE WORTH, FL
27290
BTCCDT-20090901AIQ
Beach License,
Inc.
ION Media Battle
WZPX-TV, BATTLE CREEK, MI
71871
BTCCDT-20090901ACX
Creek License, Inc.
ION Media Oklahoma
KOPX-TV, OKLAHOMA CITY,
2566
BTCCDT-20090901AGJ
City License, Inc.
OK
ION Media
WGPX-TV, BURLINGTON, NC
65074
BTCCDT-20090901ADT
Greensboro License,
Inc.
ION Media Brunswick WPXC-TV, BRUNSWICK, GA
71236
BTCCDT-20090901ADE
License, Inc.
ION Media Memphis
WPXX-TV, MEMPHIS, TN
21726
BTCCDT-20090901AFU
License, Inc.
ION Media Buffalo
WPXJ-TV, BATAVIA, NY
2325
BTCCDT-20090901ADG
License, Inc.
Ocean State
WPXQ-TV, BLOCK ISLAND, RI
50063
BTCCDT-20090901AIT
Television, L.L.C.
ION Media New
WPXL-TV, NEW ORLEANS, LA
21729
BTCCDT-20090901AGE
Orleans License, Inc.
ION Media Scranton
WQPX-TV, SCRANTON, PA
64690
BTCCDT-20090901AIB
License, Inc.
ION Media Albany
WYPX-TV, AMSTERDAM, NY
13933
BTCCDT-20090901ACT
License, Inc.
ION Media Knoxville
WPXK-TV, JELLICO, TN
52628
BTCCDT-20090901AFF
8

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DA 09-2602

License, Inc.
ION Media Tulsa
KTPX-TV, OKMULGEE, OK
7078
BTCCDT-20090901AIJ
License, Inc.
ION Media Lexington
WUPX-TV, MOREHEAD, KY
23128
BTCCDT-20090901AFL
License, Inc.
ION Media Charleston WLPX-TV, CHARLESTON, WV
73189
BTCCDT-20090901AJT
License, Inc.
ION Media Des
KFPX-TV, NEWTON, IA
81509
BTCCDT-20090901ADR
Moines License, Inc.
ION Media Hawaii
KPXO-TV, KANEOHE, HI
77483
BTCCDT-20090901AEC
License, Inc.
ION Media Spokane
KGPX-TV, SPOKANE, WA
81694
BTCCDT-20090901AIC
License, Inc.
ION Media Syracuse
WSPX-TV, SYRACUSE, NY
64352
BTCCDT-20090901AIG
License, Inc.
ION Media Greenville
WEPX-TV, GREENVILLE, NC
81508
BTCCDT-20090901ADU
License, Inc.
ION Media
WPXU-TV, JACKSONVILLE, NC
37971
BTCCDT-20090901AIU
Jacksonville License,
Inc.
ION Media Wausau
WTPX-TV, ANTIGO, WI
86496
BTCCDT-20090901AIM
License, Inc.
ION Media LPTV,
KPXH-LP, FORT COLLINS, CO
18509
BTCTT-20090901AGX
Inc.
WPXU-LP, AMITYVILLE, NY
2129
KBPX-LP, HOUSTON, TX
17746
WNPX-LP, NASHVILLE, TN
30258
WPXB-LD, DAYTONA BEACH,
10321
FL
W40BO, BOSTON, MA
55114
9

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