Federal Communications Commission DA 17-600
Before the
Federal Communications Commission
Washington, D.C. 20554
In the Matter of:
I Square Media, LLC
Application for Assignment of Licenses for: 
KMYA-DT, Camden, Arkansas
KMYA-LP, Sheridan, Arkansas
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File No. BALCDT-20160108AAQ
Facility No. 86534
Facility No. 24263
MEMORANDUM OPINION AND ORDER
Adopted:  June 21, 2017 Released:  June 21, 2017
By the Chief, Video Division, Media Bureau:
I.     INTRODUCTION
1. The Video Division has before it a Petition to Deny, Dismiss, or Hold in Abeyance
(Petition), filed by Marshall Media, LLC (Marshall Media), against the above referenced Application for
Assignment of Licenses, filed by I Square Media, LLC (I-Square), seeking Commission consent to 
assign the licenses of KMYA-DT, Camden, Arkansas, and KMYA-LP, Sheridan, Arkansas, to LR 
Telecasting, LLC (LRT).
1
For the reasons set forth below, the Video Division dismisses Marshall 
Media’s Petition, and denies the substantive arguments contained therein.
II.     BACKGROUND
2, On June 3, 2014, KMYA, LLC (KMYA), the former licensee, filed an Application for 
Assignment of Licenses (2014 Application) to assign the stations to I-Square. The Commission granted 
the application, and the sale was consummated on September 18, 2014.
2
In 2015, I-Square began 
negotiations with LRT, and in January 2016, “entered into a binding Letter of Intent” for the sale of the 
                                                          
1
Petition to Deny, Dismiss, or Hold in Abeyance (Petition) (Mar. 8, 2016). Marshall Media filed two separate 
supplements to the Petition on March 21, 2016, and March 28, 2016. See Supplement to Petition to Deny, Dismiss, 
or Hold in Abeyance (Supplement to Petition) (Mar. 21, 2016); See also Further Supplement to Petition to Deny, 
Dismiss, or Hold in Abeyance (Further Supplement to Petition) (Mar. 28, 2016). I-Square submitted an Opposition 
to the Petition (Opposition) on April 4, 2016, to which Marshall Media submitted a Reply to the Opposition 
(Reply) on April 15, 2016. Opposition to Petition to Deny (Opposition) (April 4, 2016); Reply to Opposition to 
Petition to Deny (Opposition) (Apr. 15, 2016). On November 3, 2016, LRT submitted comments against Marshall 
Media’s Petition (LRT Comments), to which Marshall Media filed a response (Response to LRT Comments) on 
November 30, 2016. Comments of LR Telecasting, LLC (LRT Comments) (November 3, 2016); Response to 
Comments (Response to LRT Comment) (Nov. 30, 2016). Finally, LRT filed a reply to Marshall Media’s response 
(LRT Reply to Marshall Media Response) on December 7, 2016. Reply of LR Telecasting, LLC (LRT Reply to 
Marshall Media Response) (Dec. 7, 2016).
2
File No. BALCDT-20140609ACS.
Federal Communications Commission DA 17-600
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Stations.
3
Subsequently, I-Square and LRT jointly filed the above-captioned Application for 
Assignment of Licenses (2016 Application), which the Commission accepted for filing on January 11, 
2016.
4
3. On March 8, 2016, Marshall Media, a 10 percent interest holder of SSN Funding, LP 
(SSN),
5
filed a Petition to Deny, Dismiss, or Hold in Abeyance (Petition), requesting the Division to 
“deny or dismiss” the 2016 Application because “[t]he proposed assignment of the Stations, if 
consummated, [would] result in the ultra vires assignment of the Stations for which [I-Square] has no 
authority.”
6
Marshall Media claimed that “[d]uring the pendency of the 2014 Application, [I-Square]
entered into a separate agreement with [Rock City Media, LLC (Rock City)], i.e., the [Rock City APA]”
on May 9, 2014.
7
Marshall Media argues that the Rock City APA was consummated on May 9, 2014, as
“evidenced by the flow of [New Market Tax Credit (NMTC)] funds from Arkansas Capital Corporation 
and the Heartland Renaissance Fund.”
8
Marshall Media also argues that the Arkansas Capital 
Corporation and Heartland Renaissance Fund would not have released the NMTC funds to I-Square
“without [I-Square’s] certification that it sold the Stations to Rock City Media . . . .”
9
Therefore,
according to Marshall Media, the 2016 Application “should be denied or dismissed because [I-Square]
does not have the requisite authority to seek [Commission consent] for the assignment of the Stations’ 
licenses to LR Telecasting.”
10
Additionally, Marshall Media states that it is “pursuing local action to 
resolve the disputed ownership of the stations[,]” and “[i]n the event that the Commission does not deny 
or dismiss the [2016 Application][,]” argues that “the public interest mandates that the Commission hold 
the [2016 Application] in abeyance while these serious issues are resolved” by the state court.
11
4. On March 21, 2016, Marshall Media filed a supplement to its Petition (Supplement to 
Petition) submitting additional documents
12
purporting to provide evidence that the Rock City APA was 
consummated. In particular, Marshall Media provides the “Written Consent of the Members of I Square 
Media, LLC,” which Marshall Media claims is support for its “assertion that [I-Square] received funds to 
assign the Stations’ assets and FCC Licenses to Rock City Media . . . .” Marshall Media also provides an 
Opinion Letter from Williams & Anderson PLC, a firm serving as “special Arkansas counsel” to both I-
Square and Rock City.
13
Marshall Media claims that the Opinion Letter “[provides] additional 
confirmation that [I-Square] received compensation for selling the Stations’ assets and FCC 
authorizations to [Rock City] . . . .”
14
Marshall Media filed an additional supplement to its Petition 
                                                          
3
Opposition, Affidavit of Ladly Abraham (Mar. 21, 2016).
4
File No. BALCDT-20160108AAQ.
5
SSN Funding, LP is a 10 percent interest holder in I-Square and an 89 percent interest holder in Rock City. Reply, 
Appendix 1.
6
Petition at 1.
7
Id. at 3. SSN had helped form Rock City to effectuate the purchase.  
8
Id. at 1.
9
Id. at 6.
10
Id. at 4-5. Marshall Media also claims that I-Square should have reported the Rock City sale to the Commission
and that now “[I-Square] intends to sell the Stations to [LRT] and split the proceeds from the Incentive Auction. Id.
11
Id.at 6-7.
12
Marshall Media provided 3 documents in total, one of which was a dated copy of the Rock City APA. See
Supplement to Petition, Appendix A.
13
Id. at 5; See Id., Appendix C.
14
Id.
Federal Communications Commission DA 17-600
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(Further Supplement to Petition) on March 28, 2017, providing a “Complaint filed in the Circuit Court of 
Pulaski County, Arkansas, by [Rock City], [Marshall Media], Skylar Media, LLC, Hogan Family 
Limited Partnership[,] and Linda Harding regarding the matters referenced in the Petition and 
[Supplement to Petition].”
15
5. On April 4, 2016, I-Square filed an Opposition to Marshall Media’s Petition
(Opposition). As an initial matter, I-Square contests Marshall Media’s Petition on procedural grounds.
16
I-Square claims that the documents Marshall Media provided in its Petition and subsequent supplements 
“certainly [could not] stand as direct evidence that the closing that [Marshall Media] claim[ed] occurred 
between [I-Square] and Rock City actually did occur on May 9, 2014, or any other date.”
17
To support 
this claim, I-Square provided the affidavit of Dr. Ladly Abraham. Dr. Abraham states that “[t]he Rock 
City APA presented somewhat of a peculiar situation because when it was executed, [I-Square] had not 
yet acquired the approval from the FCC to become the licensee of the Stations, and thus did not yet own
them[,]” and that it was his “understanding that if the transaction between [I-Square] and Rock City were 
to proceed, it would only become effective and binding after [I-Square] had obtained FCC approval for 
its acquisition of the Station licenses.”
18
Furthermore, “[a]s far as [Dr. Abraham was] personally aware, 
after May 9, 2014, nothing further happened with respect to the Rock City APA[,]”
19
and “many weeks 
and months went by after May 9, 2014 without Rock City taking any actual steps to perform its 
contractual promises that were required to close on the sale of the [Rock City APA].”
20
According to Dr. 
Abraham, “[t]he members of Rebel Media (and therefore I Square itself) came to believe in good faith 
that Rock City had either abandoned any interest in proceeding with the purchase of the KMYA/I Square 
assets, or lacked the financial means and ability to fulfill its obligations under the Rock City APA.”
21
I-
Square also argued that Marshall Media’s Petition should be dismissed because it failed “to contain 
specific allegations of fact sufficient to show that granting the [2016 Application] would be prima facie
inconsistent with the public interest,”
22
and “that the few shreds of ‘evidence’ presented by [Marshall 
Media] do not raise a substantial and material question of fact justifying further inquiry.”
23
6. On April 15, 2016, Marshall Media filed a Reply to I-Square’s Opposition (Reply), 
claiming that “Dr. Abraham’s argument that [I-Square] had acted in good faith by assuming that [Rock 
City] had abandoned its interest in the Rock City APA must summarily be rejected by the 
Commission.”
24
According to Marshall Media, “[I-Square] and [Rock City] were under substantial 
control by the same three individuals[:] (i) Sashwat Goyal, (ii) Mangaraju Chakka[,] and (iii) Ladly 
Abraham[;] and [that] these three individuals merely needed to discuss amongst themselves whether they 
would proceed to submit the applications in the name of [Rock City], as required under the Rock City 
                                                          
15
Further Supplement to Petition at1; See Id., Exhibit A.
16
Opposition at1 (“As an initial matter, although [Marshall Media’s] pleading purports to be a petition to deny, 
filed pursuant to Section 73.3584 of the Commission’s rules, that simply is not so”).
17
Id. at 4.
18
Opposition, Affidavit of Dr. Abraham, pg. 2.
19
Id. at 3.
20
Id. at 5. 
21
Id.; Consequently, I-Square did not file an Application to Assign the stations’ licenses to Rock City. See Petition, 
at 5-8.
22
Id. at 8-9.
23
Id. at 9.
24
Id. at 8.
Federal Communications Commission DA 17-600
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APA.”
25
Second, Marshall Media claims that I-Square’s Opposition failed to provide “any reasonable 
justification for the Commission to ignore the plain evidence that the [NMTC] funding was provided to 
[I-Square] for the sale [of] the Stations to [Rock City].”
26
Marshall Media argues that “even if one 
ignores the Funds Memorandum . . . ,” which details the NMTC flow of funds to I-Square, “and even if 
one accepts the rather odd assertion by [I-Square] that the ‘Written Consent of the Members of I Square 
Media, LLC,’
27
was executed ‘only in anticipation of concurrent closings for a number of transactions’
28
(which I-Square asserts did not occur), then [I-Square] must still confront the fact that [sic] the May 9, 
2014 Opinion Letter prepared by William & Anderson PLC (Option Letter).”
29
Marshall Media asserts
that the Opinion Letter “resolves any doubt that all of the events occurring on May 9, 2014, involving 
[SSN], [Rock City], and [I-Square], were directly tied to the execution of the Rock City APA.”
30
Marshall Media also asserts that it “has provided clear and convincing evidence establishing that the 
proposed sale of the Stations to [LRT] [is] not in the public interest[,]” and that “there are substantial and 
material questions associated with the actions taken by the controlling members of both [I-Square and 
Rock City].”
31
7. On November 3, 2016, LRT submitted Comments (LRT Comment) “urg[ing] the 
[Division] to dismiss the Marshall Media [P]etition and grant the assignment applications.”
32
According 
to LRT, the Division may deny or dismiss the Petition on jurisdictional grounds because the Commission 
does not have the power to “ascribe to a contract the legal status ‘enforceable under state law.’”
33
Furthermore, LRT asserts that “proper use of Section 309(d)’s analytical structure allows for swift and 
efficient FCC action denying the Petition.”
34
Additionally, LRT claims Marshall Media “failed to perfect 
service upon [I-Square] as required” by the Arkansas Rules of Civil Procedure, and therefore “the case 
was automatically dismissed, as a matter of law, as against [I-Square] on July 26, 2016.”
35
Therefore, as 
LRT asserts, “Marshall Media’s pleadings no longer present a valid basis for the FCC to defer action on 
the assignment applications.”
36
8. Marshall Media filed a Response to LRT’s comments (Response to LRT Comment) on 
November 30, 2016, claiming that because LRT’s “self-titled ‘Comments’ [were] an unauthorized filing, 
and LRT did not seek leave to submit the filing, the Comments should be stricken from the record.” 
Additionally, Marshall Media refutes LRT’s “assertion” that “Marshall Media’s local lawsuit against [I-
                                                          
25
Id. Marshall Media states that Shashwat Goyal, Mangaraju Chakka, and Ladly Abraham have substantial control 
both I-Square and SSN. Id., pg. 6. Additionally, according to Marshall Media, “[t]his same level of control by the 
three individuals extends to [Rock City].” Id. Specifically, Marshall Media states that Rock City “is comprised of 
four members: (i) Larry Morton; (ii) Greg Fess; (iii) William Campbell; and (iv) [SSN, which has an 89 percent 
membership interest in Rock City].”Id.
26
Id. at 9.
27
Id., fn. 25.
28
Id., fn. 26.
29
Reply at 12.
30
Id. 
31
Id. at 14. 
32
LRT Comment, Summary, pg. iii.
33
Id. at 3. 
34
Id. at 8.
35
Id. at 21.
36
Id.
Federal Communications Commission DA 17-600
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Square] was dismissed on July 26, 2016[,]” and provides “the Docket Report obtained from the Pulaski 
County Circuit Court” to show otherwise.
37
On December 7, 2016, LRT Replied to Marshall Media’s 
Response (LRT Reply to Marshall Media Response) stating that “Marshall Media has wisely refrained 
from even attempting to rebut LRT’s explication of Section 309(d)’s analytical structure, or LRT’s 
application of that structure to the facts of this case.”
38
Additionally, LRT presented further arguments 
pertaining to its claim that Marshall Media failed to perfect service on I-Square pursuant to the Arkansas 
Rules of Civil Procedure.
39
9. With regard to Marshall Media’s Petition, Section 309(d)(1) of the Communications Act 
of 1934 (Act), as amended, provides a “party in interest” the opportunity to file a petition to deny an 
application for the transfer or assignment of a license.
40
Section 309(d)(1) of the Act also authorizes the 
Commission to promulgate rules determining the length of time for which a “party in interest” may file a 
petition to deny.
41
Pursuant to Commission rules (Rules), a “party in interest” must file a petition to deny 
no later than 30 days after the Commission issues public notice of the acceptance for filing an 
application for the assignment of a license.
42
Here, the Commission accepted for filing I-Square’s 
application to assign the Stations’ licenses to LRT on January 11, 2016,
43
and issued a public notice on 
January 13, 2016.
44
All petitions to deny were due on February 12, 2016. Marshall Media filed its 
Petition on March 8, 2016, which was 25 days past the filing deadline. Therefore, the Division dismisses 
Marshall Media’s Petition as being late-filed pursuant to Section 73.3584(a) of the Rules. However, the 
Division addresses Marshall Media’s late-filed Petition as an informal objection pursuant to Section 
73.3587 of the Rules.
45
10. Pursuant to Section 309(d)(1) of the Act, the Division applies a two-part test when 
evaluating an informal objection under the public interest standard.
46
In part one of the test, the Division 
must determine whether the informal objection contains specific allegations of fact sufficient to show 
that granting the application would be prima facie inconsistent with the public interest.
47
The Division’s 
analysis under this part of the test “is much like that performed by a trial judge considering a motion for
directed verdict: if all the supporting facts alleged in the [informal objection] were true, could a 
reasonable factfinder conclude that the ultimate fact in dispute had been established.”
48
If the informal 
                                                          
37
Response to LRT Comment, pg. 2.
38
Reply to Marshall Media Response at 2.
39
Id. at 2-4.
40
47 U.S.C. § 309(d)(1).
41
Id. 
42
47 CFR § 73.3584(a).
43
See File No. BALCDT-20160108AAQ.
44
Broadcast Applications, Report No. 28651, Public Notice (MB Jan. 13, 2016).
45
47 CFR § 73.3587(a).
46
47 U.S.C. §§ 309(d)(1) and 310(d); Channel 61 Associates, LLC, Letter Order, 31 FCC Rcd 1340, 1343 (Vid. 
Div. 2016); See also Melodie Virtue, Esq. Meredeth S. Senter, Jr., Esq., Letter Order, 30 FCC 6045, 6051 (Aud. 
Div. 2015).
47
Id.; Astroline Communications Co. Ltd. Partnership v. FCC, 857 F.2d 1556 (D.C. Cir. 1988) (Astroline). 
48
Mr. Richard C. Young c/o Robert W. Braun, Esq. Dutton, Braun, Staack & Hellman, P.L.C. Kurt A. Wimmer, 
Esq. Covington & Burling, 21 FCC Rcd 6900, 6901 (2006) (citing Gencom, Inc. v. FCC, 832 F.2d 171, 181 (D.C. 
Cir. 1987); See also Serafyn v. FCC, 149 F.3d 1213, 1216 (D.C. Cir. 1998) (affirming two-step public interest 
analysis)).
Federal Communications Commission DA 17-600
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objection satisfies part one of the test, the Division then must determine “whether the totality of the 
evidence raises a substantial and material question of fact justifying further inquiry.”
49
If the informal 
objection fails to satisfy both steps, the Division will deny the informal objection if granting the 
application would otherwise serve the public interest, convenience, and necessity.
50
For the reasons set 
forth below, the Division denies Marshall Media’s Petition as an informal objection.
III.     DISCUSSION
11. We have reviewed the application before us, and, based on the following analysis, 
determined that granting the above-referenced Application for Assignment of Licenses, despite the 
private contractual dispute, would be in the public interest, convenience, and necessity. Here, Marshall 
Media’s informal objection fails to meet part one of the Commission’s two-part test because it did not 
provide the Division with specific allegations of fact sufficient to show that granting the application 
would be prima facie inconsistent with the public interest. We acknowledge the complexity of the 
contractual dispute at issue here.  In its pleadings, Marshall Media proffered facts purporting to show 
that the Rock City APA was consummated, and I-Square, as a result of the alleged consummation, lost 
its authority to assign the Stations’ licenses to LRT. Based on these allegations of fact, Marshall Media 
argued that the Division should “deny or dismiss” the 2016 Application because the Division’s grant of 
the application would result in the “ultra vires” assignment of the Stations’ licenses. 
12. While it is true that an unauthorized transfer of control of an FCC License would result 
in a potential violation of Section 310(d) of the Act,
51
Marshall Media’s informal objection requires the 
Division to make a de facto determination, based on Marshall Media’s allegations of fact, whether the 
Rock City APA was consummated, the sine qua non of whether control was transferred to Rock City. 
Because the “ultimate fact in dispute”
52
is contractual in nature, the Division lacks jurisdiction over this 
matter.
53
Pursuant to Commission precedent, the Division will not adjudicate private contractual 
disputes.
54
Instead, the Division will defer contractual disputes to state and local courts.
55
  The 
Commission is able to effectuate the decision of the court via traditional application and enforcement 
processes without disturbing the comity between the FCC and local courts, which are better equipped to 
make decisions involving complex contractual disputes.
III.     ORDERING CLAUSES
13. Accordingly, IT IS ORDERED, pursuant to Section 154(i) of the Communications Act 
of 1934, as amended,
56
and by the authority delegated by Sections 0.61 and 0.283 of the Commission’s 
                                                          
49
Id.
50
Id.
51
47 U.S.C. § 310(d).
52
See supra fn. 60.
53
See Radio Station Wow, Inc., 326 U.S. 120, 131-32 (1945).
54
See Arecibo Radio Corporation, Memorandum Opinion and Order, 101 FCC 2d 545 (1985).
55
Radio Station WOW v. Johnson, 326 U.S. 120 (1945); Arecibo Radio Corporation, Memorandum Opinion and 
Order, 101 FCC 2d 545 (1985). Channel 61 Associates, Letter Order, 31 FCC Rcd 1340, 1343 (Vid. Div. 2016) 
(“[T]he existence of a contractual dispute does not compel the Commission to stop processing a license application
until the matter is resolved by the courts”); KAXT, LLC, Memorandum Opinion and Order, 30 FCC Rcd 2691 (Vid. 
Div. 2015). See Arecibo Radio Corporation, Memorandum Opinion and Order, 101 FCC 2d 545 (1985).
56
47 U.S.C. § 154(i).
Federal Communications Commission DA 17-600
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rules,
57
that the Petition to Deny, Dismiss, or Hold in Abeyance filed by Marshall Media, LLC, IS 
DISMISSED, and when considered as an informal objection IS DENIED.
14. IT IS FURTHER ORDERED that the application to assign the licenses of stations 
KMYA-DT, Camden, Arkansas, and KMYA-LP, Sheridan, Arkansas, file no. BALCDT-20160108AAQ, 
IS GRANTED.  
FEDERAL COMMUNICATIONS 
COMMISSION
Barbara A. Kreisman
Chief, Video Division
Media Bureau
                                                          
57
47 CFR §§ 0.61, 0.283.