Go to the Federal Communications Commission homepage at www.fcc.gov

Licensing and Management System

Approved by OMB 3060-0010
September 2019
Go to the Federal Communications Commission homepage at www.fcc.gov

(REFERENCE COPY - Not for submission)Commercial Broadcast Stations Biennial Ownership Report (FCC Form 323)

File Number:
0000172991
Submit Date:
2021-11-29
FRN:
0023600190
Purpose:
Commercial Broadcast Stations Biennial Ownership Report
Status:
Received
Status Date:
11/30/2021
Filing Status:
Active

Section I - General Information

1. Respondent

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FRN Entity Name

0023600190

Alpha 3E Licensee LLC

Street Address City (and Country if non U.S. address) State ("NA" if non-U.S. address) Zip Code Phone Email

1211 SW 5th Avenue, Suite 750

Portland

OR

97204

+1 (503) 517-6200

john.grossi@alphamediausa.com

2. Contact Representative

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Name Organization

Kathleen A. Kirby

Wiley Rein LLP

Street Address City (and Country if non U.S. address) State Zip Code Phone Email

1776 K Street, NW

Washington

DC

20006

+1 (202) 719-3360

kkirby@wiley.law

3. Application Filing Fee

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Question Response

Is this application being submitted without a filing fee?

No

Fees

Application Type Form Number Fee Code Quantity Fee Amount Subtotal
Total $4,080.00

Biennial Form 323 MAR 48 85
$4,080.00

4. Nature of Respondent

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(a) Provide the following information about the Respondent:

Relationship to stations/permits

Licensee

Nature of Respondent

Limited liability company

(b) Provide the following information about this report:
Purpose Biennial
"As of" date 10/01/2021

When filing a biennial ownership report or validating and resubmitting a prior biennial ownership report, this date must be Oct. 1 of the year in which this report is filed.

5. Licensee(s) and Station(s)

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Respondent is filing this report to cover the following Licensee(s) and station(s):
Licensee/Permittee Name FRN
Alpha 3E Licensee LLC 0023600190
Fac. ID No. Call Sign City State Service
640 KIBZ CRETE NE FM
9654 KLGR-FM REDWOOD FALLS MN FM
9663 KKQQ VOLGA SD FM
9677 KJJQ VOLGA SD AM
9680 KLGR REDWOOD FALLS MN AM
12670 KATE ALBERT LEA MN AM
12706 KCPI ALBERT LEA MN FM
15261 KBRK-FM BROOKINGS SD FM
15263 KBRK BROOKINGS SD AM
20400 KYSM-FM MANKATO MN FM
20432 KSDR WATERTOWN SD AM
20433 KSDR-FM WATERTOWN SD FM
21193 KEEZ-FM MANKATO MN FM
26627 KLIR COLUMBUS NE FM
26628 KJSK COLUMBUS NE AM
28148 KTTT COLUMBUS NE AM
28149 KKOT COLUMBUS NE FM
28657 KTLB TWIN LAKES IA FM
30114 KGLO MASON CITY IA AM
30115 KIAI MASON CITY IA FM
31873 KRBI-FM ST. PETER MN FM
34436 KFOR LINCOLN NE AM
35891 KWMT FORT DODGE IA AM
35892 KKEZ FORT DODGE IA FM
39259 KQAD LUVERNE MN AM
39260 KLQL LUVERNE MN FM
39578 KJAM-FM MADISON SD FM
39580 KJAM MADISON SD AM
47094 KLSS-FM MASON CITY IA FM
47095 KRIB MASON CITY IA AM
49798 KYTC NORTHWOOD IA FM
50660 KAUS-FM AUSTIN MN FM
50677 KAUS AUSTIN MN AM
50733 KZEN CENTRAL CITY NE FM
53141 KTGL BEATRICE NE FM
53143 KZKX SEWARD NE FM
54641 KIAQ CLARION IA FM
54708 KLMS LINCOLN NE AM
57287 KFRX LINCOLN NE FM
60856 KWAT WATERTOWN SD AM
60859 KZLB FORT DODGE IA FM
60861 KIXX WATERTOWN SD FM
60862 KVFD FORT DODGE IA AM
60865 KDLO-FM WATERTOWN SD FM
63598 KKSD MILBANK SD FM
87411 KDBX CLEAR LAKE SD FM
162477 KXFT MANSON IA FM
164294 KMKO-FM LAKE CRYSTAL MN FM

Section II – Biennial Ownership Information

1. 47 C.F.R. Section 73.3613 and Other Documents

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Licensee Respondents that hold authorizations for one or more full power television, AM, and/or FM stations should list all contracts and other instruments set forth in 47 C.F.R. Section 73.3613(a) through (c) for the facility or facilities listed on this report. In addition, attributable Local Marketing Agreements (LMAs) and attributable Joint Sales Agreements (JSAs) must be disclosed by the licensee of the brokering station on its ownership report. If the agreement is an attributable LMA, an attributable JSA, or a network affiliation agreement, check the appropriate box. Otherwise, select “Other.” Non-Licensee Respondents, as well as Licensee Respondents that only hold authorizations for Class A television and/or low power television stations, should select “Not Applicable” in response to this question.


Document Information
Description of contract or instrument L&L Broadcast Holdings LLC Certificate of Formation
Parties to contract or instrument State of Delaware
Date of execution 03/2013
Date of expiration No expiration date
Agreement type
(check all that apply)
Other

Agreement Type: Certificate of Formation

Document Information
Description of contract or instrument Amended and Restated Bylaws of Alpha Media Holdings Inc.
Parties to contract or instrument ---
Date of execution 07/2021
Date of expiration No expiration date
Agreement type
(check all that apply)
Other

Agreement Type: Amended and Restated Bylaws

Document Information
Description of contract or instrument Certificate of Formation of Alpha Media USA LLC
Parties to contract or instrument State of Delaware
Date of execution 10/2015
Date of expiration No expiration date
Agreement type
(check all that apply)
Other

Agreement Type: Certificate of Formation

Document Information
Description of contract or instrument Amended and Restated Certificate of Incorporation of Alpha Media Holdings Inc.
Parties to contract or instrument State of Delaware
Date of execution 07/2021
Date of expiration No expiration date
Agreement type
(check all that apply)
Other

Agreement Type: Amended and Restated Certificate of Incorporation

Document Information
Description of contract or instrument Amended Limited Liability Company Agreement of Alpha Media USA LLC
Parties to contract or instrument Alpha Media Holdings LLC
Date of execution 07/2021
Date of expiration No expiration date
Agreement type
(check all that apply)
Other

Agreement Type: Limited Liability Company Agreement

Document Information
Description of contract or instrument Certificate of Formation of Digity 3E License, LLC
Parties to contract or instrument State of Delaware
Date of execution 05/2014
Date of expiration No expiration date
Agreement type
(check all that apply)
Other

Agreement Type: Certificate of Formation

Document Information
Description of contract or instrument Limited Liability Company Agreement of Digity 3E License, LLC
Parties to contract or instrument Digity 3E Corporation
Date of execution 05/2014
Date of expiration No expiration date
Agreement type
(check all that apply)
Other

Agreement Type: Limited Liability Company Agreement

Document Information
Description of contract or instrument Certificate of Amendment Changing Name from Digity 3E License, LLC to Alpha 3E Licensee LLC
Parties to contract or instrument State of Delaware
Date of execution 03/2016
Date of expiration No expiration date
Agreement type
(check all that apply)
Other

Agreement Type: Certificate of Amendment

Document Information
Description of contract or instrument Articles of Incorporation, as amended, for Three Eagles Communications, Inc.
Parties to contract or instrument State of Delaware
Date of execution 02/2003
Date of expiration No expiration date
Agreement type
(check all that apply)
Other

Agreement Type: Articles of Incorporation

Document Information
Description of contract or instrument Bylaws for Three Eagles Communications, Inc. (now Alpha Media Communications Inc.)
Parties to contract or instrument ---
Date of execution 10/2002
Date of expiration No expiration date
Agreement type
(check all that apply)
Other

Agreement Type: Bylaws

Document Information
Description of contract or instrument Certificate of Amendment to Change Name from Three Eagles Communications, Inc. to Alpha Media Communications, Inc.
Parties to contract or instrument State of Delaware
Date of execution 03/2016
Date of expiration No expiration date
Agreement type
(check all that apply)
Other

Agreement Type: Certificate of Amendment

Document Information
Description of contract or instrument Certificate of Formation of Digity 3E Corporation
Parties to contract or instrument State of Delaware
Date of execution 05/2014
Date of expiration No expiration date
Agreement type
(check all that apply)
Other

Agreement Type: Certificate of Formation

Document Information
Description of contract or instrument Bylaws of Digity 3E Corporation (now Alpha 3E Holding Corporation)
Parties to contract or instrument ---
Date of execution 05/2014
Date of expiration No expiration date
Agreement type
(check all that apply)
Other

Agreement Type: Bylaws

Document Information
Description of contract or instrument Certificate of Amendment to Change Name from Digity 3E Corporation to Alpha 3E Holding Corporation
Parties to contract or instrument State of Delaware
Date of execution 03/2016
Date of expiration No expiration date
Agreement type
(check all that apply)
Other

Agreement Type: Certificate of Amendment

Document Information
Description of contract or instrument Certificate of Incorporation of Alpha 3E Corporation
Parties to contract or instrument State of Delaware
Date of execution 09/2015
Date of expiration No expiration date
Agreement type
(check all that apply)
Other

Agreement Type: Certificate of Incorporation

Document Information
Description of contract or instrument Bylaws of Alpha 3E Corporation
Parties to contract or instrument ---
Date of execution 09/2015
Date of expiration No expiration date
Agreement type
(check all that apply)
Other

Agreement Type: Bylaws

Document Information
Description of contract or instrument Alpha Media Holdings Inc. Investors Agreement
Parties to contract or instrument ---
Date of execution 07/2021
Date of expiration No expiration date
Agreement type
(check all that apply)
Other

Agreement Type: Investors Agreement

Document Information
Description of contract or instrument Alpha Media Holdings Inc. Warrant Agreement
Parties to contract or instrument Alpha Media Holdings Inc. and Warrantholders
Date of execution 07/2021
Date of expiration No expiration date
Agreement type
(check all that apply)
Other

Agreement Type: Warrant Agreement

Document Information
Description of contract or instrument First Lien Credit Agreement
Parties to contract or instrument Alpha Media LLC and Alpha 3E Corporation (collectively, the Borrowers), the other Persons party thereto that are designated as a Credit Party Brigade Capital Management, LP, Wilmington Savings Fund Society, FSB et. al.
Date of execution 07/2021
Date of expiration 07/2026
Agreement type
(check all that apply)
Other

Agreement Type: First Lien Credit Agreement

Document Information
Description of contract or instrument First Lien Credit Agreement Guaranty and Security Agreement
Parties to contract or instrument Alpha Media LLC and Alpha 3E Corporation (collectively, the Borrowers), and each of the other entities listed on the signature pages thereof in favor of Wilmington Savings Fund Society, FSB
Date of execution 07/2021
Date of expiration No expiration date
Agreement type
(check all that apply)
Other

Agreement Type: First Lien Credit Agreement Guaranty and Security Agreement

Document Information
Description of contract or instrument Second Lien Note Purchase Agreement
Parties to contract or instrument Alpha Media LLC and Alpha 3E Corporation, a Delaware corporation (collectively, the Issuers), the other Persons party thereto that are designated as a Credit Party, ICG Debt Administration LLC, and the Persons from time to time party thereto as noteholder
Date of execution 07/2021
Date of expiration 07/2027
Agreement type
(check all that apply)
Other

Agreement Type: Second Lien Note Purchase Agreement

Document Information
Description of contract or instrument Second Lien Note Facility Guaranty and Security Agreement
Parties to contract or instrument Alpha Media LLC and Alpha 3E Corporation (collectively, the Issuers), and each of the other entities listed on the signature pages thereof, in favor of ICG Debt Administration LLC
Date of execution 07/2021
Date of expiration No expiration date
Agreement type
(check all that apply)
Other

Agreement Type: Second Lien Note Facility Guaranty and Security Agreement

2. Ownership Interests

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(a) Ownership Interests. This Question requires Respondents to enter detailed information about ownership interests by generating a series of subforms. Answer each question on each subform. The first subform listing should be for the Respondent itself. If the Respondent is not a natural person, also list each of the officers, directors, stockholders, non-insulated partners, non-insulated members, and any other persons or entities with a direct attributable interest in the Respondent pursuant to the standards set forth in 47 C.F.R. Section 73.3555. (A “direct” interest is one that is not held through any intervening companies or entities.) List each interest holder with a direct attributable interest in the Respondent separately.


Leave the percentage of total assets (Equity Debt Plus) field blank for an interest holder unless that interest holder has an attributable interest in the Respondent solely on the basis of the Commission’s Equity Debt Plus attribution standard, 47 C.F.R. Section 73.3555, Note 2(i).


In the case of vertical or indirect ownership structures, list only those interests in the Respondent that also represent an attributable interest in the Licensee(s) for which the report is being submitted.


Entities that are part of an organizational structure that includes holding companies or other forms of indirect ownership must file separate ownership reports. In such a structure do not report, or file a separate report for, any interest holder that does not have an attributable interest in the Licensee(s) for which the report is being submitted.


Please see the Instructions for further detail concerning interests that must be reported in response to this question.


The Respondent must provide an FCC Registration Number for each interest holder reported in response to this question. Please see the Instructions for detailed information and guidance concerning this requirement.


Ownership Information
FRN 0023600190
Entity Name Alpha 3E Licensee LLC
Address PO Box
Street 1 1211 SW 5th Avenue, Suite 750
Street 2
City Portland
State ("NA" if non-U.S. address) OR
Zip/Postal Code 97204
Country (if non-U.S. address) United States
Listing Type

Respondent

Positional Interests
(check all that apply)

Respondent
Tribal Nation or Tribal Entity

Interest holder is not a Tribal nation or Tribal entity

Interest Percentages
(enter percentage values from 0.0 to 100.0)
Voting 0.0% Jointly Held?

No

Equity 0.0%
Total assets (Equity Debt Plus) 0.0%
Does interest holder have an attributable interest in one or more broadcast stations that do not appear on this report?

No

Ownership Information
FRN 0019316454
Name Donald R. Proffitt
Address PO Box
Street 1 1211 SW 5th Avenue
Street 2 Suite 750
City Portland
State ("NA" if non-U.S. address) OR
Zip/Postal Code 97204
Country (if non-U.S. address) United States
Listing Type

Other Interest Holder

Positional Interests
(check all that apply)

Officer
Citizenship, Gender, Ethnicity, and Race Information (Natural Persons Only)
Citizenship US
Gender

Male

Ethnicity

Not Hispanic or Latino

Race White
Interest Percentages
(enter percentage values from 0.0 to 100.0)
Voting 0.0% Jointly Held?

No

Equity 0.0%
Total assets (Equity Debt Plus)
Does interest holder have an attributable interest in one or more broadcast stations that do not appear on this report?

Yes

Ownership Information
FRN 0027262393
Name John J. Grossi
Address PO Box
Street 1 1211 SW 5th Avenue
Street 2 Suite 750
City Portland
State ("NA" if non-U.S. address) OR
Zip/Postal Code 97204
Country (if non-U.S. address) United States
Listing Type

Other Interest Holder

Positional Interests
(check all that apply)

Officer
Citizenship, Gender, Ethnicity, and Race Information (Natural Persons Only)
Citizenship US
Gender

Male

Ethnicity

Not Hispanic or Latino

Race White
Interest Percentages
(enter percentage values from 0.0 to 100.0)
Voting 0.0% Jointly Held?

No

Equity 0.0%
Total assets (Equity Debt Plus)
Does interest holder have an attributable interest in one or more broadcast stations that do not appear on this report?

Yes

Ownership Information
FRN 0029076916
Entity Name Alpha Media Communications Inc.
Address PO Box
Street 1 1211 SW 5th Avenue
Street 2 Suite 501
City Portland
State ("NA" if non-U.S. address) OR
Zip/Postal Code 97204
Country (if non-U.S. address) United States
Listing Type

Other Interest Holder

Positional Interests
(check all that apply)

LC/LLC/PLLC Member
Tribal Nation or Tribal Entity

Interest holder is not a Tribal nation or Tribal entity

Interest Percentages
(enter percentage values from 0.0 to 100.0)
Voting 100.0% Jointly Held?

No

Equity 100.0%
Total assets (Equity Debt Plus)
Does interest holder have an attributable interest in one or more broadcast stations that do not appear on this report?

No

(b) Respondent certifies that any interests, including equity, financial, or voting interests, not reported in this filing are non-attributable.
If "No," submit as an exhibit an explanation.

Yes

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(c) Does the Respondent or any reported interest holder hold an attributable interest in any newspaper entities in the same market as any station for which this report is filed, as defined in 47 C.F.R. Section 73.3555?


If "Yes," provide information describing the interest(s), using EITHER the subform OR the spreadsheet option below. Respondents with a large number (50 or more) of entries to submit should use the spreadsheet option.


NOTE: Spreadsheets must be submitted in a special XML Spreadsheet format with the appropriate structure that is specified in the documentation. For instructions on how to use the spreadsheet option to complete this question (including templates to start with), please Click Here.


If using the subform, leave the percentage of total assets (Equity Debt Plus) field blank for an interest holder unless that interest holder has an attributable interest in the newspaper entity solely on the basis of the Commission’s Equity Debt Plus attribution standard, 47 C.F.R. Section 73.3555, Note 2(i). If using an XML Spreadsheet, enter “NA” into the percentage of total assets (Equity Debt Plus) field for an interest holder unless that interest holder has an attributable interest in the newspaper entity solely on the basis of the Commission’s Equity Debt Plus attribution standard.


The Respondent must provide an FCC Registration Number for each interest holder reported in response to this question. Please see the Instructions for detailed information and guidance concerning this requirement.

No

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(d) Are any of the individuals listed as an attributable interest holder in the Respondent married to each other or related to each other as parent‐child or as siblings?

If "Yes," provide the following information for each such the relationship.

No

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(e) Is Respondent seeking an attribution exemption for any officer or director with duties wholly unrelated to the Licensee(s)?

If "Yes," complete the information in the required fields and submit an Exhibit fully describing that individual’s duties and responsibilities, and explaining why that individual should not be attributed an interest.

No

3. Organizational Chart (Licensees Only)

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Attach a flowchart or similar document showing the Licensee’s vertical ownership structure including the Licensee and all entities that have attributable interests in the Licensee. Licensees with a single parent entity may provide a brief explanatory textual Exhibit in lieu of a flowchart or similar document. Licensees without parent entities should so indicate in a textual Exhibit.


Non-Licensee Respondents should select “N/A” in response to this question.


File Name Uploaded By Attachment Type Description
Alpha 2021 Biennial Ownership Organizational Chart.pdf Applicant Ownership Chart Organizational Chart

Section III - Certification

Certification

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Section Question Response
Authorized Party to Sign

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).

Certification I certify that I have examined this report and that to the best of my knowledge and belief, all statements in this report are true, correct and complete.

Official Title: Chief Financial Officer

Exact Legal Title or Name of Respondent: Alpha 3E Licensee LLC

Name: John Grossi

Phone: 5035176200


11/29/2021