Attachment Exhibits E and F

This document pretains to SES-ASG-20121214-01106 for Assignment on a Satellite Earth Station filing.

IBFS_SESASG2012121401106_978328

                                                                                               FCC Form 312

                                      EXHIBIT E
                        DESCRIPTION OF PRO FORMA TRANSACTION

        The instant Form 312 application involves a pro forma assignment of earth station licenses
E020279, E090044, and E890632 from WPBF-TV Company (“WPBF-TV”) to Hearst Properties Inc.
(“Hearst Properties”). WPBF-TV is also the licensee of television station WPBF(TV), Tequesta, Florida.
A Media Bureau application on FCC Form 316 with respect to WPBF(TV) is being filed
contemporaneously with the instant application. It is respectfully requested that the instant application be
processed by the International Bureau on a track that is parallel to the processing track in the Media
Bureau.

        WPBF-TV and Hearst Properties are wholly owned subsidiaries of Hearst Television Inc.
(“Hearst Television”). Hearst Television is owned by Hearst Broadcasting, Inc. (“HBI”); HBI is owned
by Hearst Holdings, Inc. (“Holdings”); and Holdings is owned by The Hearst Corporation (“Hearst”).
For corporate organizational reasons, Hearst plans to merge WPBF-TV with and into Hearst Properties.
Hearst Properties will be the surviving entity.

        Following is a summary depiction of the proposed pro forma transaction:

                 PRE-MERGER                                          POST- MERGER

                       The Hearst                                         The Hearst
                       Corporation                                        Corporation



                Hearst Holdings, Inc.                                 Hearst Holdings, Inc.




              Hearst Broadcasting, Inc.                             Hearst Broadcasting, Inc.




                Hearst Television Inc.                               Hearst Television Inc.




     WPBF-TV Company          Hearst Properties Inc.                  Hearst Properties Inc.




        FCC Licenses                                                      FCC Licenses




                                                       -1-


        The qualifications of Hearst and its subsidiaries, including WPBF-TV and Hearst Properties were
last approved on “long-form” by the FCC on September 1, 2006, in FCC File Number BALCT-
20060512AAT in connection with the assignment of the license for WKCF(TV), Clermont, Florida, to a
subsidiary of The Hearst Corporation.

        Since this application is in connection with an internal corporate restructuring, there is no formal
written agreement for this pro forma transaction.

                                                  *****

                CHANGES IN INTERESTS AS A RESULT OF TRANSACTION


                                                                            Interest Held
        Names and Addresses         Citizenship
                                                       Before Transaction                   After Transaction

                                                  % of Votes       % of Assets        % of Votes       % of Assets

 The Hearst Corporation
                                    Domestic
 (Indirect Parent Company of                       100%              100%               100%             100%
                                   Corporation
 the Parties to the Application)



                                                  *****




                                                   -2-


                                                                                FCC Form 312

                                      EXHIBIT F
                             PUBLIC INTEREST STATEMENT

        The assignment of the licenses for earth station licenses E020279, E090044, and E890632
from WPBF-TV Company to Hearst Properties Inc. will serve the public interest by allowing the
licensee to continue to use the facilities in its newsgathering operations in connection with the
operation of television stations WPBF(TV) following the pro forma merger of WPBF-TV
Company into Hearst Properties Inc.



Document Created: 2012-12-14 13:20:17
Document Modified: 2012-12-14 13:20:17

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