PUBLIC NOTICE
Federal Communications Commission
445 12th St., S.W.
Washington, D.C. 20554
News Media Information 202 / 418-0500
Internet: http://www.fcc.gov
TTY: 1-888-835-5322
DA 07-4684
November 20, 2007
MEDIA BUREAU SEEKS COMMENT ON PROPOSED CHANGE TO CONDITION
CONTAINED IN PARAGRAPH 47 OF UNIVISION COMMUNICATIONS, INC., 22 FCC 
Rcd 5842, 5848, 5860 (2007)
Comments Due: December 4, 2007
Reply Comments:  Waived
On March 27, 2007, the Commission conditionally approved the acquisition of Univision 
Communications, Inc. (“Univision”), by Broadcasting Media Partners, Inc. (“BMPI”), an investor group 
that includes investment funds controlled by Providence Equity Partners, Inc. (“PEP”), and Thomas H. 
Lee Partners, L.P. (“Lee”).1  As a result of the 2007 Univision Order, PEP and Lee hold 19% and 23.3% 
interests in Univision, respectively.  In addition, as further noted in the 2007 Univision Order, PEP holds 
a 16% interest in Freedom Communications Holdings, Inc. (“Freedom”), and Lee holds a 25% interest in 
Cumulus Media Partners, LLC (“Cumulus”). 
PEP’s interests in Univision and Freedom resulted in violation of Section 73.3555(d) of the 
Commission’s Rules (the “newspaper/broadcast cross-ownership rule”) in five markets,2 while Lee’s 
interest in Cumulus resulted in violation of Section 73.3555(c) (the “radio/television cross-ownership 
rule”) and Section 73.3555(a) (the “local radio ownership rule”) in three markets. Therefore, in 
Paragraph 47 of the 2007 Univision Order the Commission required PEP and Lee to take specific steps to 
come into compliance with the newspaper/broadcast cross-ownership rule within six months of 
consummation of the Univision/BMPI transaction.  The post-merger Univision was given the choice of 
divesting, within six months of consummation, either the necessary broadcast stations in those markets 
where PEP’s interest in Freedom resulted in violation of the broadcast/newspaper cross-ownership rule, or 
divesting PEP’s minority interest in Freedom. 3 Likewise, the post-merger Univision was given the 
choice of divesting within six months of consummation, the necessary radio and/or television stations in 
those markets where Lee’s interest in Cumulus resulted in violation of the radio/television cross-
ownership and/or the local radio ownership rules, or divesting Lee’s interest in Cumulus.4  
  
1 See Shareholders of Univision Communications, Inc., 22 FCC Rcd 5842 (2007) (“2007 Univision 
Order”).  As described in the 2007 Univision Order, PEP was one of five entities that invested in BMPI, 
which was created to purchase Univision.  
2 47 C.F.R. §73.3555(d) (2002).
3 2007 Univision Order, 22 FCC Rcd at 5860.
4 Id. at 5860-5861.
BMPI consummated its acquisition of Univision on March 29, 2007, and, as a result, September 
29, 2007, became the deadline for meeting this divestiture condition.  On June 25, 2007, PEP and Lee 
filed letters notifying the Commission that they intended to divest their respective interests in Freedom 
and Cumulus by September 27, 2007.5 Subsequently, on September 25, 2007, PEP requested, and the 
staff granted, a 30-day extension of the deadline through October 29, 2007. Lee requested and obtained a 
waiver until October 31, 2007.  
On November 8, 2007, PEP filed a Request for Clarification seeking a determination that it will 
have complied with Paragraph 47 of the 2007 Univision Decision by conversion of its current voting 
interest in Freedom “into a non-voting interest that is classified as ‘nonattributable’ under Section 
73.3555 of the rules and Notes thereto.”6  PEP states that “the FCC’s rules, policies and past precedent 
would not have required BMPI to seek [] a waiver had PEP’s interest in Freedom been “nonattributable” 
under the rules,” and that “holding of a nonattributable interest in Freedom would not even have been 
reportable.”7 PEP states that it intends to exchange its voting shares for non-voting shares; relinquish its
right to designate any member to the Freedom board of directors; and ensure that any board member 
previously designated by PEP resigns.8
On November 16, 2007, Lee filed a Request for Clarification seeking a determination that it will 
have complied with Paragraph 47 of the 2007 Univision Decision by converting its current attributable 
interest in BMPI into a form that Lee alleges is not attributable under the Commission’s rules.  On 
October 22, 2007, BMPI notified the Commission that Lee had converted its voting stock in BMPI into 
non-voting stock; and relinquished its right to designate members of the BMPI Board of Directors or any 
of its subsidiaries, including Univision.  BMPI also stated that members of the BMPI and Univision 
boards previously designated by Lee had resigned.9 Lee contends that, by rendering its interest in BMPI 
nonattributable, it “eliminated the factual predicate on which the Univision Condition was based and 
thereby fully resolved the concerns identified by the Commission in the 2007 Univision Order.”10  
Interested parties may file comments regarding the above Requests for Clarification by December 
4, 2007.  Given the time-sensitive nature of the requests, we are waiving Section 1.45 of the 
Commission’s rules insofar as it permits reply comments.  In accordance with Section 1.51(c) of the 
Commission’s rules, an original and four copies of all pleadings must be filed with the Commission’s 
Secretary, Marlene H. Dortch, Federal Communications Commission, 445 12th Street, S.W., Room TW-
A325, Washington, DC 20554.  Hand-delivered or messenger-delivered copies must be sent to:  Federal 
Communications Commission, Office of the Secretary c/o Natek, Inc., 236 Massachusetts Avenue, N.E., 
Suite 110, Washington, DC 20002.  Other messenger-delivered documents, including documents sent by 
overnight mail (other than United States Postal Service Express Mail and Priority Mail) must be sent to:  
Federal Communications Commission, Office of the Secretary, 9300 East Hampton Drive, Capitol 
Heights, MD 20743.  In addition, one copy of each pleading should be filed with David Brown, Media 
Bureau, 445 12th Street, S.W., Room 2-C828, Washington, DC 20554.
  
5 Letter from Mace J. Rosenstein, Esq., to Marlene H. Dortch, Secretary, Federal Communications 
Commission, dated June 25, 2007.
6 PEP Request for Clarification, at 1-2.
7 Id. at 2.
8 A copy of the PEP Request for Clarification is attached as Exhibit A.
9 Letter from Mace J. Rosenstein, Esq., to Marlene H. Dortch, Secretary, Federal Communications 
Commission, dated October 22, 2007.
10 Lee Request for Clarification, at i.  A copy of the Lee Request for Clarification is attached as Exhibit B.
EXHIBIT A
Before the
FEDERAL COMMUNICATIONS COMMISSION
Washington, D.C. 20554
In the Matter of )
)
Shareholders of Univision Communications Inc. )
(Transferor) )
) BTCCT-20060718AGO et al.
and )
)
Broadcasting Media Partners Inc. )
(Transferee) )
To: The Commission
REQUEST FOR CLARIFICATION
Providence Equity Partners Inc. (“PEP”), as a minority attributable owner of 
Broadcasting Media Partners Inc. (“BMPI”), the controlling parent of Univision Communications Inc. 
(“Univision”), hereby requests clarification of paragraph 47 of the Commission’s decision granting 
consent to the transfer of control of the licensee subsidiaries of Univision to BMPI.1 to reflect that PEP 
would, in the terms of the Univision condition, have “come into compliance with the newspaper/broadcast 
cross-ownership rule” by divesting its minority but “attributable” interest in Freedom Communications 
Holdings, Inc. (“Freedom”) through the conversion of that interest into a non-voting interest that is 
classified as “nonattributable” under Section 73.3555 of the rules and the Notes thereto (the “Rules”).  
At the time of the Univision Decision, certain principals of PEP, through commonly-controlled 
investment funds, held a limited noncontrolling but attributable interest in Freedom, a closely-held, 
family-controlled entity that is the parent of television station licensees and the publisher of English-
language daily newspapers.  Because BMPI, indirectly through Univision, has attributable interests 
  
1 Shareholders of Univision Communications Inc., 22 FCC Rcd 5842, 5860 ¶ 47(1) (rel. Mar. 27, 
2007) (“Univision Decision”).  Paragraph 47(1) provides, inter alia, that:  “The post-merger Univision 
shall come into compliance with the newspaper/broadcast cross-ownership rule in the affected markets 
within 6 months of consummation by Providence Equity Partners, Inc. either divesting its interest in 
Freedom Communications Holdings, Inc. or the post-merger Univision divesting those broadcast station 
licenses implicating the newspaper/broadcast cross-ownership rule in the Los Angeles, Phoenix, Fresno-
Visalia, Harlingen-Weslaco-Brownsville-McAllen and Odessa-Midland markets.”  
which, if held in common with an attributable interest in Freedom, would result in nonconforming 
combinations under the newspaper/broadcast cross-ownership rule in certain of the Univision markets, the 
Univision Decision granted a temporary waiver of the rule, concluding that the public interest would be 
served by providing a period of time following consummation of the Univision transaction for PEP to 
achieve compliance with the rule.  Id. at 5848.
The FCC’s rules, policies and past precedent would not have required BMPI to seek such 
a waiver had PEP’s interest in Freedom been “nonattributable” under the Rules.  In fact, PEP’s holding of 
a nonattributable interest in Freedom would not even have been reportable.2 Accordingly, consistent with 
the FCC’s rules and past precedent, PEP proposes to make its interest in Freedom nonattributable.3  
Specifically, PEP intends to eliminate its minority attributable interest by (i) the exchange of its voting 
shares in Freedom for non-voting shares; (ii) the relinquishment of its right to designate any member of 
the board of directors of Freedom; and (iii) the resignation of any board member of Freedom who 
formerly had been designated by PEP.  Once these steps are fully implemented, PEP will no longer hold 
any interest in Freedom that is attributable under the Rules, and, thus, it will have achieved full and 
complete compliance with the newspaper/broadcast cross-ownership rule.
PEP respectfully requests that the Commission rule that these steps will suffice to resolve 
the Univision condition because PEP would have “divested” any interest in Freedom which would 
implicate the newspaper/broadcast cross-ownership rule.  By doing so, PEP would have obviated the 
basis for BMPI’s initial request for temporary newspaper/broadcast cross-ownership waiver.  Most 
  
2 See, e.g., FCC Form 323, “Ownership Report for Commercial Broadcast Stations,” Section II, 
Question 9(b).
3 As the Commission is aware, PEP had initially intended to comply with the paragraph 47 
requirement by way of the redemption of its attributable interest in Freedom by the company.  Despite 
their diligent and continuing efforts, PEP and Freedom, due to extraordinarily volatile conditions in the 
credit market and the newspaper industry in general, have not yet been able to obtain the financing 
necessary to conclude the transaction.  The parties, however, continue their efforts to obtain the financing 
and have now signed commitment papers for such financing.  The Commission previously has noted that, 
as a closely-held and family-controlled entity, Freedom does not have a public market for its shares; as a 
result, any redemption of PEP’s interest must be undertaken by way of a recapitalization of the company 
utilizing the capital markets for debt financing.  See pending October 31, 2007 Motion for Extension of 
Time to comply with Univision condition.
fundamentally, PEP would, in the terms of the Univision condition, have “come into compliance with the 
newspaper/broadcast cross-ownership rule.”4
For the foregoing reasons, PEP respectively requests a ruling that the conversion of its 
minority interest in Freedom to one that is nonattributable under the Rules will resolve the condition set 
out at paragraph 47(1) of the Univision Decision. 
Respectfully submitted,
PROVIDENCE EQUITY PARTNERS INC.
By: ____________________________
Jonathan D. Blake
Mace J. Rosenstein
William H. Fitz
COVINGTON & BURLING LLP
1201 Pennsylvania Avenue NW
Washington, D.C. 20004-2401
(202) 662-6000
Its Attorneys
November 8, 2007
  
4 PEP, therefore, would not have to take the further step, under the Univision condition, of 
divesting the Freedom shares that would have become nonattributable interests under the Rules.
EXHIBIT B
Before the
FEDERAL COMMUNICATIONS COMMISSION
Washington, D.C. 20554
In the Matter of
Shareholders of Univision Communications 
Inc.
(Transferor)
and
Broadcasting Media Partners, Inc.
(Transferee)
For Transfer of Control of Univision 
Communications, Inc., and Certain Subsidiaries, 
Licensees of KUVE-TV, Green Valley, Arizona et 
al.
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
BTCCT-20060718AGO et al.
To: The Commission
REQUEST FOR CLARIFICATION
John R. Feore, Jr., Esq.
John S. Logan, Esq.
DOW LOHNES PLLC
1200 New Hampshire Ave., NW
Suite 800
Washington, DC 20036
Attorneys for 
THOMAS H. LEE PARTNERS, L.P.
November 16, 2007
i
SUMMARY
Thomas H. Lee Partners, L.P. (“THL”), by its attorneys, hereby requests clarification that 
the conversion of its interest in Broadcast Media Partners Inc. (“BMPI”) to non-attributable form 
fully satisfies (or renders moot) the condition in paragraph 47 (the “Univision Condition”) of the 
Commission’s decision consenting to the transfer of Univision Communications, Inc. 
(“Univision”).1 The Univision Condition directed Univision to “come into compliance with the 
radio-television cross-ownership rules in the affected markets within 6 months of consummation 
by Thomas H. Lee Partners, L. P. either divesting its interest in Cumulus Media LLC, or the post-
merger Univision divesting those broadcast station licenses in the . . . markets that exceed the 
numerical ownership limits of the radio/television cross-ownership or radio ownership rules.”2
By relinquishing its attributable interest in BMPI, THL eliminated the factual predicate 
on which the Univision Condition was based and thereby fully resolved the concerns identified by 
the Commission in the Univision Order.  The Commission imposed the Univision Condition
because THL held attributable broadcast interests in both BMPI and Cumulus Media Partners, 
LLC (“CMP”) and the combination of those interests in certain markets exceeded the ownership 
limits set forth in the Commission’s rules.  If THL had not held an attributable interest in BMPI 
in the first place, the Commission would have had no reason to impose the Univision Condition
and the transaction could have proceeded unconditionally in full compliance with the 
Commission’s rules.  
By divesting its attributable interest in BMPI, THL achieved compliance with the 
Commission’s radio/television and local radio ownership rules and fully satisfied the underlying 
purpose for the Univision Condition.  Now that THL no longer holds an attributable interest in 
  
1 Shareholders of Univision Communications, Inc., Memorandum, Opinion & Order, 22 
FCC Rcd 5842, ¶ 47 (2007) (the “Univision Order”).
2 Id. at ¶ 47.
ii
BMPI, there is no regulatory reason for the Commission to require THL or post-merger Univision 
to take any further steps. 
The Commission should not ignore the context of the Univision Condition so as to render 
it inconsistent with standard Commission practice in dozens of other similar transactions.  When 
the Commission has approved broadcast transactions subject to a condition requiring the 
divestiture of certain stations, the Commission has provided the divesting party with flexibility to 
achieve compliance in whatever manner it sees fit.  The Commission should not interpret the 
Univision Condition to exclude for THL alternatives the Commission has afforded other similarly 
situated parties.
3
SUMMARY i
BACKGROUND 1
I. THE CONVERSION OF THL’S INTEREST IN BMPI TO NON-ATTRIBUTABLE FORM 
REMOVED THE PREDICATE ON WHICH THE UNIVISION CONDITION WAS BASED. 4
II. THE CONVERSION OF THL’S INTEREST IN BMPI TO NON-ATTRIBUTABLE FORM 
FULFILLED THE OBJECTIVES OF THE UNIVISION CONDITION. 6
III. REQUIRING ADDITIONAL DIVESTITURES BY THL PURSUANT TO THE UNIVISION 
CONDITION WOULD SERVE NO REGULATORY PURPOSE. 7
IV. FUNDAMENTAL FAIRNESS REQUIRES THE COMMISSION TO APPLY ITS RULES AND 
POLICIES EQUALLY TO ALL SIMILARLY-SITUATED LICENSEES. 8
4
Before the
FEDERAL COMMUNICATIONS COMMISSION
Washington, D.C. 20554
In the Matter of
Shareholders of Univision Communications 
Inc.
(Transferor)
and
Broadcasting Media Partners, Inc.
(Transferee)
For Transfer of Control of Univision 
Communications, Inc., and Certain Subsidiaries, 
Licensees of KUVE-TV, Green Valley, Arizona et 
al.
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
BTCCT-20060718AGO et al.
To: The Commission
REQUEST FOR CLARIFICATION
Thomas H. Lee Partners, L.P. (“THL”), by its attorneys, hereby requests partial clarification of 
paragraph 47 of the Commission’s decision granting consent to the transfer of control of the licensee 
subsidiaries of Univision Communications, Inc. (“Univision”) to Broadcasting Media Partners Inc. 
(“BMPI”) to confirm that the conversion of THL’s interest in BMPI to non-attributable form in 
accordance with the Commission’s rules satisfies condition (2) of that paragraph as it applies to THL.1
Background
As reported in the above-referenced applications for transfer of control of Univision, THL held an 
attributable voting stock interest of 23.314% in BMPI, the proposed transferee of Univision.  THL further 
reported that certain of its affiliates also hold a minority attributable interest in Cumulus Media Partners, 
LLC (CMP”), which owns and controls radio stations in certain markets in which Univision also operates. 
On March 27, 2007, the Commission issued its Univision Order granting consent to the proposed 
transfer of control of Univision to BMPI.  In view of THL’s attributable interests in CMP and Univision, 
the Univision Order granted a six-month waiver for THL and imposed a condition (the “Univision
  
1 Shareholders of Univision Communications, Inc., Memorandum, Opinion & Order, 22 FCC 
Rcd 5842, ¶ 47 (2007) (the “Univision Order”).
5
Condition”) requiring THL and post-merger Univision to come into compliance with the applicable 
ownership rules within that time.2
THL is one of four limited liability company members of CMP – the other three members are 
Bain Capital (“Bain”), Cumulus Media, Inc., and Blackstone Capital (or their affiliates) – each of which 
holds a 25% minority attributable interest in CMP.  The contractual arrangements among CMP members 
prevent any CMP member from selling or disposing of its membership interest, or even placing such 
interest in a trust, without the consent of the other CMP members.  As of the end of the six-month waiver 
period specified in the Univision Order, THL had not concluded negotiations with the other members of 
CMP to address THL’s attributable interest in CMP.  THL therefore sought and obtained from the 
Commission a thirty-day extension of the waiver period.  
Because THL had not been able to render its CMP interest non-attributable and because THL, as 
a minority shareholder then holding a voting interest in BMPI of approximately 16%, could not cause 
BMPI to take any action (such as sell Univision stations), THL divested its attributable interest in BMPI 
to come into compliance with the media ownership rules.  Accordingly, on October 22, 2007, BMPI 
notified the Commission that, by virtue of a conversion of voting stock to non-voting stock, THL and its 
  
2 The Univision Condition provided:
. . . (2). The post-merger Univision shall come into compliance with the radio/television cross-
ownership and radio ownership rules in the affected markets within 6 months of consummation 
by Thomas H. Lee Partners, L.P. either divesting its interest in Cumulus Media LLC, or the post-
merger Univision divesting those broadcast station licenses in the Dallas, San Francisco, and 
Houston-Galveston markets that exceed the numerical ownership limits of the radio/television 
cross-ownership and radio ownership rules. To ensure that the post-merger Univision no longer 
owns or controls properties in excess of the numerical ownership limit of the radio/television 
cross-ownership or radio ownership rules in the above markets following expiration of the 6-
month period, the parties must ensure either that: (A) within 60 days of release of this order, 
THLP files evidence of a binding commitment to transfer its stock interest in Cumulus  to a 
divestiture trust within 6 months of consummation, including a copy of the trust agreement, if full 
compliance with the radio/television cross-ownership rule or the radio ownership rule has not 
been achieved within 6 months of consummation; or (B) Univision files applications seeking to 
assign those broadcast licenses exceeding the numerical ownership limits of the radio/television 
cross-ownership rule and the radio ownership rule to a divestiture trust, along with a copy of the 
trust agreement, within 60 days of release of this order, which the Commission shall grant, if the 
applicants are so qualified, and full compliance with the radio/television cross-ownership rule or 
the radio ownership rule has not been achieved within 6 months of consummation . . . .
Univision Order at ¶ 47.
6
affiliates no longer held any attributable interest in BMPI or Univision.3 In connection with that 
conversion, THL also relinquished its right to designate members of the boards of directors of BMPI or of 
any of its subsidiaries, including Univision; and members of the BMPI and Univision boards formerly 
designated by THL resigned.  As a consequence, THL no longer has any attributable interest in BMPI, 
Univision, or any Univision subsidiary.  The Commission has long recognized that non-voting stock 
represents a non-attributable interest in broadcast properties:  “we will continue to consider non-voting 
stock interests to be non-cognizable for purposes of the multiple ownership rules.”4
THL submits that, by converting its interest in BMPI to non-attributable form, THL removed the 
predicate for the Univision Condition and fully satisfied the objective of the Univision Condition, which 
is compliance with the Commission’s radio and television ownership rules.  THL hereby requests 
confirmation that this understanding is correct or, in the alternative, an appropriate modification of the 
condition.
I. The Conversion of THL’s Interest in BMPI to Non-Attributable Form Removed the 
Predicate on Which the Univision Condition Was Based.
The Commission imposed the Univision Condition because THL held attributable broadcast 
interests in both BMPI and CMP and the combination of those interests in certain markets exceeded the 
ownership limits set forth in the Commission’s rules.  If THL had not held an attributable interest in 
BMPI in the first place, the Commission would have had no reason to impose the Univision Condition,
and the transaction could have proceeded unconditionally in full compliance with the Commission’s rules.  
By relinquishing its attributable interest in BMPI, THL eliminated the factual predicate on which the 
Univision Condition was based and thereby fully resolved the concerns identified by the Commission in 
the Univision Order.
The absence of a specific statement in the Univision Order that THL could resolve the Univision 
Condition by relinquishing its attributable interest in BMPI is neither surprising nor relevant.  The 
  
3 A copy of the BMPI letter to the Commission is attached hereto.
4 Corporate Ownership Reporting and Disclosure by Broadcast Licensees, Report and Order, 97 
FCC 2d 997, ¶ 45 (1984) (“1984 Attribution”), on reconsideration, Memorandum, Opinion & Order, 58 
R.R. 2d 604 (1985) (“Attribution Reconsideration”), affirmed on further recon., 1 FCC Rcd 802 (1986).
7
Univision Condition set forth the terms and conditions under which THL could acquire and hold an 
attributable interest in BMPI, which was the issue presented to the Commission in the application that 
was before it.  Thus, in disposing of the Univision applications, the Commission necessarily assumed that 
THL would continue to hold an attributable voting stock interest in BMPI, and it therefore designated the 
terms and conditions under which THL could do so.  Now, however, by making its BMPI investment 
entirely non-attributable, THL no longer holds an attributable voting stock interest in BMPI, no longer 
holds any right to appoint directors to the boards of BMPI or any of its subsidiaries, and no longer has any 
THL-appointed directors serving on any of those boards.  Thus, the underlying facts have entirely 
changed, the rationale for imposing the Univision Condition in the first place no longer exists, and the 
policy objectives the Univision Order sought to accomplish have been fully achieved.
This is the very essence of the Commission’s attribution rules.  As the Commission has noted: 
By the attribution rules the Commission evaluates whether or not a specific ownership or 
positional interest conveys a degree of influence or control to its holder sufficient to 
warrant limitation by the media multiple ownership rules.  The attribution rules in 
essence constitute the means by which the media multiple ownership rules are 
implemented.5
For the Commission, non-attributable equals non-ownership when it comes to applying the Commission’s 
radio and television ownership rules.  As the Commission clearly stated:
[T]he attribution rules constitute the mechanism by which the multiple ownership rules 
are given practical effect.  That is, they define what constitutes a cognizable interest for 
the purpose of applying the multiple ownership rules to specific situations.  In that role, 
they represent the Commission’s judgment regarding what ownership interest in or 
relation to a licensee will confer on its holder that degree of influence or control over the 
licensee and its facilities as should subject it to limitation by the multiple ownership 
rules.6
II. The Conversion of THL’s Interest in BMPI to Non-Attributable Form Fulfilled the 
Objectives of the Univision Condition.
The Univision transfer necessitated a waiver of the Commission’s ownership rules because 
“THL[]’s common attributable interests in [CMP] and BMPI will result in combinations violating the 
numerical ownership limits of both the radio/television cross-ownership rule and the local radio 
  
5 Attribution Reconsideration at ¶ 2.
6 1984 Attribution at ¶ 2 (internal quotations and citations omitted).
8
ownership rule in the Dallas, Texas, San Francisco, California, and Houston-Galveston, Texas markets.”7  
By granting a limited waiver to allow THL to come into compliance with its rules, the Commission 
achieved a balance between the policy underlying the ownership rules and the policy to “promote 
commerce, encourage investment in the broadcast industry, and allow for the free transferability of 
broadcast licenses.”8 The Univision Condition directed Univision to “come into compliance with the 
radio-television cross-ownership rules in the affected markets within 6 months of consummation by 
Thomas H. Lee Partners, L. P. either divesting its interest in Cumulus Media LLC, or the post-merger 
Univision divesting those broadcast station licenses in the . . . markets that exceed the numerical 
ownership limits of the radio/television cross-ownership or radio ownership rules.”9
The Univision Order identifies no policy basis for the Univision Condition other than to 
encourage THL and post-merger Univision to bring THL’s common attributable interests in CMP and 
BMPI into compliance with the rules at the earliest possible time.  Similarly, although the Univision 
Condition described a divestiture trust as one means of ensuring that THL and Univision would come into 
compliance promptly, the Univision Order does not suggest any policy basis for interpreting the term 
“divestiture,” as used in the Univision Condition, as having any objective other than compliance with the 
Commission’s rules through the divestiture of attributable interests.  Indeed, under the terms of the 
Univision Condition, the statements relating to placing THL’s CMP interest in a divestiture trust applied 
only “if full compliance with the radio/television cross-ownership rule or the radio ownership rule has not 
been achieved within six months of consummation . . . .”10 THL achieved full compliance with the 
Commission’s radio/television and local radio ownership rules when it divested its attributable interest in 
BMPI by transforming that interest into a non-attributable investment.  
III. Requiring Additional Divestitures by THL Pursuant to the
Univision Condition Would Serve No Regulatory Purpose.
  
7 Univision Order at ¶ 14.
8 Id.
9 Id. at ¶ 47.
10 Id.
9
Now that THL no longer holds an attributable interest in BMPI, there is no regulatory reason for 
the Commission to require THL or post-merger Univision to take any further steps.  THL’s conversion of 
its BMPI interest to non-voting stock, and the resignation of its appointees to the BMPI board, fully 
satisfies the Univision Condition by eliminating THL’s attributable interest in BMPI and thereby 
removing the underlying purpose for which the condition was imposed.11 The Commission imposed the 
Univision Condition to specify the terms on which THL could continue to hold its attributable interest in 
BMPI.  THL concluded it would be unable (within the time specified by the Commission) to satisfy the 
conditions for holding an attributable interest in BMPI; and, rather than seek a further extension, THL 
relinquished its attributable interest in BMPI and came into compliance with the ownership rules as 
required by the Univision Order.
THL’s relinquishment of its attributable interest in BMPI plainly obviated the need for any 
condition concerning the holding of an attributable interest in BMPI.  THL currently has no attributable 
interest in BMPI.  The Univision Condition has served its purpose by bringing THL into compliance with 
the media ownership rules within the permitted waiver period.  Commission policy is to assess ownership 
attribution under codified “bright-line” rules rather than through ad hoc determinations.12 There is no 
reason for the Commission to depart from the long-established and well supported application of its 
attribution rules to require THL to take any further actions pursuant to the Univision Condition.  
Moreover, any further enforcement of the Univision Condition now that it has been rendered moot would 
produce irrational results that cannot be reconciled with any objective under the Commission’s rules, 
much less with the intended purpose set out in the Univision Order.  The Commission does not prohibit 
the purchase, sale, or holding of non-attributable interests and does not even require that parties report 
  
11 See Applications for Consent to the Transfer of Control of Licenses from Comcast Corporation 
and AT&T Corp. to AT&T Comcast Corporation, Transferee, Memorandum Opinion and Order, 17 FCC 
Rcd 23246, ¶ 85 (2002) (removing merger conditions because AT&T “divested Cablevision to a non-
attributable level” and thus provided appropriate safeguards from public interest harms).
12 Review of the Commission's Regulations Governing Attribution of Broadcast and Cable/MDS 
Interests, Report & Order, 14 FCC Rcd 12559 (1999).
10
those interests to the Commission.  Requiring the sale of fully permissible interests serves no Commission 
policy or objective.
IV. Fundamental Fairness Requires the Commission to Apply Its Rules and Policies 
Equally to All Similarly-Situated Licensees.
The Commission should not read the Univision Condition so as to ignore its context and render it 
inconsistent with standard Commission practice in dozens of other similar transactions.  As a fundamental 
notion of administrative law, an agency must treat similarly situated parties in a similar fashion.13 This 
principle applies to every aspect of the Commission’s adjudication, including how the Commission 
interprets its merger conditions.14 The Univision Order does not indicate that the Commission had any 
broader purpose for the Univision Condition than that of achieving full compliance with its rules.  The 
Commission therefore should not interpret the Univision Condition to exclude for THL alternatives that 
the Commission has afforded other similarly situated parties.  When the Commission has approved 
broadcast transactions subject to a condition requiring the divestiture of certain stations, the Commission 
has provided the divesting party with flexibility to achieve compliance in whatever manner it sees fit –
provided, of course, that the party does, in fact, achieve compliance within the allotted period of time.15  
To avoid disparate treatment of similarly situated parties, the Commission should apply the
Univision Condition to provide THL with the same flexibility afforded other parties to achieve 
  
13 See Garrett v. FCC, 513 F.2d 1056 (1975) (federal administrative agencies cannot “treat 
similar situations in dissimilar ways” (quoting Herbert Harvey, Inc. v. NLRB, 424 F.2d 770, 780 (1969))); 
Melody Music, Inc. v. FCC, 345 F.2d 730, 732-733 (1965).
14 Cf. Stockholders of Renaissance Communications Corporation, Order, 13 FCC Rcd 4717, ¶ 4 
(1998) (recognizing that it would be “unduly harsh” not to provide Tribune with the same media 
ownership rule relief as granted to Disney in the Capital Cities merger); see also Tribune Co. v. FCC, 133 
F.3d 61 (1998) (stating that it was “not unsympathetic to Tribune’s position” that the Commission acted 
in an arbitrary and capricious manner by treating Tribune differently than it previously treated similarly-
situated Disney).
15 See, e.g.,  Shareholders of the Ackerley Group, Inc., Memorandum Opinion and Order, 17 FCC 
Rcd 10828, at ¶  45 (2002) (conditioning the Ackerley-Clear Channel merger on filing “the applications 
necessary to bring it into compliance in all five markets” without limiting the methods of achieving 
compliance) (emphasis added).  See also id. at n. 51 (“Consistent with our precedent, we will not specify 
which stations Clear Channel must divest to come into compliance with our rules”); UTV of San 
Francisco, Inc., et al., Memorandum Opinion and Order, 16 FCC Rcd 14975, at ¶ 48 (2001) (conditioning 
the Fox-Christ-Craft merger on filing “any application or applications that may be necessary at that 
time”) (emphasis added).
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compliance with its rules.  Indeed, when THL converted its interest in Univision to non-attributable form, 
it thereby achieved full compliance with the media ownership rules vis-à-vis THL’s interest in CMP.  
THL’s actions plainly would have been sufficient to comply with similar conditions in dozens of other 
transactions.  It therefore should be sufficient to satisfy the Univision Condition or otherwise render it 
moot.
* * * *
In sum, the Univision Condition has been fully satisfied by THL’s relinquishment of its 
attributable interest in BMPI, which eliminated the underlying reason for which the condition was 
imposed.  Indeed, the purpose of the Univision Condition also has been fully achieved because THL, 
which no longer has any attributable interest in BMPI, is in full compliance with the media ownership 
rules in relation to its interest in CMP.  
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For the foregoing reasons, THL respectfully submits that the Univision Condition has been fully 
satisfied by conversion of its minority interest to non-attributable form and requires no further action by 
THL.
Respectfully Submitted,
THOMAS H. LEE PARTNERS, L.P.
By: _______________________________
John R. Feore
John S. Logan
Dow Lohnes PLLC
1200 New Hampshire Avenue, N.W.
Suite 800
Washington, D.C. 20036
Its Attorneys
November 16, 2007
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ATTACHMENT 1
Letter Notifying Commission of Conversion to Non-Attributable Status
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