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Federal Register / Vol. 86, No. 123 / Wednesday, June 30, 2021 / Rules and Regulations finding that permitting an entity to directly or indirectly own, operate, or control two television stations licensed in the same DMA would serve the public interest, convenience, and necessity. The Commission will consider showings that the Top-Four Prohibition should not apply due to specific circumstances in a local market or with respect to a specific transaction on a case-by-case basis.

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Note 2 to 73.3555: In applying the provisions of this section, ownership and other interests in broadcast licensees will be attributed to their holders and deemed cognizable pursuant to the following criteria:

a. Except as otherwise provided herein, partnership and direct ownership interests and any voting stock interest amounting to 5% or more of the outstanding voting stock of a corporate broadcast licensee will be cognizable;
b. Investment companies, as defined in 15 U.S.C. 80a3, insurance companies and banks holding stock through their trust departments in trust accounts will be considered to have a cognizable interest only if they hold 20% or more of the outstanding voting stock of a corporate broadcast licensee, or if any of the officers or directors of the broadcast licensee are representatives of the investment company, insurance company or bank concerned. Holdings by a bank or insurance company will be aggregated if the bank or insurance company has any right to determine how the stock will be voted. Holdings by investment companies will be aggregated if under common management.
c. Attribution of ownership interests in a broadcast licensee that are held indirectly by any party through one or more intervening corporations will be determined by successive multiplication of the ownership percentages for each link in the vertical ownership chain and application of the relevant attribution benchmark to the resulting product, except that wherever the ownership percentage for any link in the chain exceeds 50%, it shall not be included for purposes of this multiplication. For purposes of paragraph i. of this note, attribution of ownership interests in a broadcast licensee that are held indirectly by any party through one or more intervening organizations will be determined by successive multiplication of the ownership percentages for each link in the vertical ownership chain and application of the relevant attribution benchmark to the resulting product, and the ownership percentage for any link in the chain that exceeds 50% shall be
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included for purposes of this multiplication. For example, except for purposes of paragraph i of this note, if A owns 10% of company X, which owns 60% of company Y, which owns 25% of Licensee, then Xs interest in Licensee would be 25% the same as Ys interest because Xs interest in Y
exceeds 50%, and As interest in Licensee would be 2.5% 0.1 0.25.
Under the 5% attribution benchmark, Xs interest in Licensee would be cognizable, while As interest would not be cognizable. For purposes of paragraph i. of this note, Xs interest in Licensee would be 15% 0.6 0.25
and As interest in Licensee would be 1.5% 0.1 0.6 0.25. Neither interest would be attributed under paragraph i.
of this note.
d. Voting stock interests held in trust shall be attributed to any person who holds or shares the power to vote such stock, to any person who has the sole power to sell such stock, and to any person who has the right to revoke the trust at will or to replace the trustee at will. If the trustee has a familial, personal or extra-trust business relationship to the grantor or the beneficiary, the grantor or beneficiary, as appropriate, will be attributed with the stock interests held in trust. An otherwise qualified trust will be ineffective to insulate the grantor or beneficiary from attribution with the trusts assets unless all voting stock interests held by the grantor or beneficiary in the relevant broadcast licensee are subject to said trust.

g. Officers and directors of a broadcast licensee are considered to have a cognizable interest in the entity with which they are so associated. If any such entity engages in businesses in addition to its primary business of broadcasting, it may request the Commission to waive attribution for any officer or director whose duties and responsibilities are wholly unrelated to its primary business. The officers and directors of a parent company of a broadcast licensee, with an attributable interest in any such subsidiary entity, shall be deemed to have a cognizable interest in the subsidiary unless the duties and responsibilities of the officer or director involved are wholly unrelated to the broadcast licensee, and a statement properly documenting this fact is submitted to the Commission.
This statement may be included on the appropriate Ownership Report. The officers and directors of a sister corporation of a broadcast licensee shall not be attributed with ownership of that licensee by virtue of such status.

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h. Discrete ownership interests will be aggregated in determining whether or not an interest is cognizable under this section. An individual or entity will be deemed to have a cognizable investment if:
1. The sum of the interests held by or through passive investors is equal to or exceeds 20 percent; or 2. The sum of the interests other than those held by or through passive investors is equal to or exceeds 5
percent; or 3. The sum of the interests computed under paragraph h. 1. of this note plus the sum of the interests computed under paragraph h. 2. of this note is equal to or exceeds 20 percent.
i.1. Notwithstanding paragraphs e.
and f. of this Note, the holder of an equity or debt interest or interests in a broadcast licensee subject to the broadcast multiple ownership rules interest holder shall have that interest attributed if:
A. The equity including all stockholdings, whether voting or nonvoting, common or preferred and debt interest or interests, in the aggregate, exceed 33 percent of the total asset value, defined as the aggregate of all equity plus all debt, of that broadcast licensee; and B.i The interest holder also holds an interest in a broadcast licensee in the same market that is subject to the broadcast multiple ownership rules and is attributable under paragraphs of this note other than this paragraph i.; or ii The interest holder supplies over fifteen percent of the total weekly broadcast programming hours of the station in which the interest is held. For purposes of applying this paragraph, the term, market, will be defined as it is defined under the specific multiple ownership rule that is being applied, except that for television stations, the term market will be defined by reference to the definition contained in the local television multiple ownership rule contained in paragraph b of this section.
2. Notwithstanding paragraph i.1. of this Note, the interest holder may exceed the 33 percent threshold therein without triggering attribution where holding such interest would enable an eligible entity to acquire a broadcast station, provided that:
i. The combined equity and debt of the interest holder in the eligible entity is less than 50 percent, or ii. The total debt of the interest holder in the eligible entity does not exceed 80
percent of the asset value of the station being acquired by the eligible entity and the interest holder does not hold any equity interest, option, or promise to
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