Attachment Exhibit E

This document pretains to SES-ASG-20130220-00192 for Assignment on a Satellite Earth Station filing.

IBFS_SESASG2013022000192_986620

Description of Pro Forma Conversion Georgia Television Company (“GTC”) hereby seeks Commission consent to the pro forma conversion of GTC, a Delaware corporation, into Georgia Television, LLC (“GTL”), a Delaware limited liability company. While this change of corporate form does not qualify as an “assignment” under state law, GTC is filing the instant assignment of license application to reflect the conversion. Upon the conversion, the issued and outstanding shares of the capital stock of GTC would automatically become limited liability membership interests in GTL. The instant conversion qualifies for pro forma treatment because it involves no substantial change in the ownership or control of GTC. Under the current structure, Cox Enterprises, Inc. (“CEI”) controls and owns 100% of the capital stock of GTC. Following the conversion, CEI will directly control and own 100% of the membership interests in GTL. The proposed pro forma conversion will be completed pursuant to the drafts of the Certificate of Conversion, Certificate of Formation, and Plan of Conversion attached hereto. While those drafts are subject to change prior to execution, any such changes are not expected to be material. The parties have not exchanged any consideration in connection with the proposed pro forma conversion. 4106011_1

CERTIFICATE OF FORMATION OF GEORGIA TELEVISION, LLC This Certificate of Formation of Georgia Television, LLC (the "Company") dated as of March __, 2013, is duly executed and filed to form a limited liability company under the Delaware Limited Liability Company Act. FIRST: The name of the limited liability company formed hereby is Georgia Television, LLC. SECOND: The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808. THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808. FOURTH: The name and address of the authorized person is Joan Como, 6205 Peachtree Dunwoody Road, Atlanta, Georgia 30328. The powers of the authorized person shall terminate upon the filing of this Certificate of Formation. FIFTH: The effective date of this Certificate of Formation shall be 11:59 p.m., March 31, 2013. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written. Joan Como Authorized Person

PLAN OF CONVERSION OF O@ GEORGIA TELEVISION COMPANY 4p’ CONVERTING TO GEORGIA TELEVISION, LLC Pursuant to Section 266 of the Delaware General Corporation Law and this Plan of Conversion dated February ___, 2013, Georgia Television Company, a Delaware corporation, shall be converted into Georgia Television, LLC, a Delaware limited liability company (the "Conversion"), as follows: 1. The name and type of the business entity prior to the Conversion is Georgia Television Company, a Delaware corporation (the "Corporation"). The name and type of the business entity after the Conversion shall be Georgia Television, LLC, a Delaware limited liability company (the "Company"‘). The terms and conditions of the Conversion shall be as follows: a. The effective date of the Conversion shall be 11:59 p.m. on March 31, 2013 (the "Effective Date"). b. For United States federal income tax purposes, it is intended that (i) the Company shall be an entity disregarded as an entity separate from its owner pursuant to section 301.7701—3(b) of the Treasury Regulations, and (ii) the Conversion shall be a liquidation under section 332 of the Internal Revenue Code of 1986, as amended. As of the Effective Date, the issued and outstanding shares of the capital stock of the Corporation shall, by virtue of the conversion and without any action by the holder thereof, be and become a limited liability company membership interest of the Company. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned has caused this Plan of Conversion to be executed, effective as of the date first written above. GEORGIA TELEVISION COMPANY By: Shauna Sullivan Muhl Secretary

CERTIFICATE OF CONVERSION TO LIMITED LIABILITY COMPANY OF GEORGIA TELEVISION COMPANY CONVERTING INTO GEORGIA TELEVISION, LLC This Certificate of Conversion of Georgia Television Company dated as of March , 2013 is duly executed and filed to convert Georgia Television Company into a limited liability company under the Delaware Limited Liability Act. 1. The name of the corporation immediately prior to 11:59 p.m. on March 31, 2013 (the "Effective Date" of this Certificate of Conversion) is Georgia Television Company. 2. The date on which the original Certificate of Incorporation of Georgia Television Company was filed with the Secretary of State of the State of Delaware is April 24, 1985. 3. As of the Effective Date, the name of the limited liability company shall be Georgia Television, LLC. 4. The conversion has been approved in accordance with the provisions of Section 266 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, the undersigned has executed this Certificate of Conversion as of the date first above written. GEORGIA TELEVISION COMPANY Shauna Sullivan Muhl Secretary

Parties to the Application Ownership of Georgia Television, LLC Georgia Television, LLC (“GT”) is a Delaware limited liability corporation that has one member, Cox Enterprises, Inc. The contact address for the officers and directors of GT listed herein is: 6205 Peachtree Dunwoody Road, Atlanta, GA 30328, unless otherwise indicated. The officers and directors of GT and member of GT are as follows: 1. Name 2. Citizenship 3. Positional Interest 4. Percentage of votes 5. Percentage of total assets (1.) (2.) (3.) 1. Georgia Television, LLC Douglas E. Franklin Maria Friedman 2. Delaware Limited Liability USA USA Corporation 3. N/A President and Director Vice President 4. N/A 0% 0% 5. N/A N/A1 N/A (4.) (5.) (6.) 1. Neil O. Johnston Shauna Sullivan Muhl Charles L. Odom 2. USA USA USA 3. Vice President Secretary and Director Vice President, Treasurer 4. 0% 0% 0% 5. N/A N/A N/A (7.) (8.) (9.) 1. Timothy G. McVay William S. Hoffman Cody L. Partin 2. USA USA USA 3. Vice President, General Director Vice President, Real Estate Manager 4. 0% 0% 0% 5. N/A N/A N/A 1 The licensee interprets this question as seeking information about any parties, whose interests are otherwise non- attributable, who acquire attributable status as a result of operation of the “equity debt plus” rule (47 C.F.R. § 73.3555, Note 2(i)). There are no such parties in the entity. As a result, this question has been answered “N/A,” unless there is a positional interest to report. Where applicable, the figure represents the percentage of equity the party holds in the entity 4106063_1

(10.) (11.) (12.) 1. Carol Larner Charles N. Bowen Cox Enterprises, Inc. 6205 Peachtree Dunwoody Rd. Atlanta, GA 30328 2. USA USA Delaware Corporation 3. Assistant Treasurer Assistant Secretary N/A 4. 0% 0% 100% 5. N/A N/A N/A 4106063_1

Ownership of Cox Enterprises, Inc. Cox Enterprises, Inc. (“CEI”) is a Delaware corporation that has three classes of common stock: Class A voting stock, zero shares of which are issued and outstanding; Class B Voting stock 249,444,418 shares of which are issued and outstanding; and Class C nonvoting stock 322,165,296 shares of which are issued and outstanding. The address for CEI and the contact address for the officers and directors of CEI listed herein is: 6205 Peachtree Dunwoody Road, Atlanta, GA 30328, unless otherwise indicated. The officers and directors of CEI and those stockholders with a five percent or greater interest in CEI are as follows: 1. Name 2. Citizenship 3. Positional Interest 4. Percentage of votes 5. Percentage of total assets (1.) (2.) (3.) 1. Cox Enterprises, Inc. James C. Kennedy Jimmy W. Hayes 2. Delaware Corporation USA USA 3. N/A Chairman of the Board and President and Chief Director Executive Officer and Director 4. N/A 0% 0% 5. N/A N/A N/A (4.) (5.) (6.) 1. Anne Cox Chambers Michael J. Ahern Arthur M. Blank 2. USA USA USA 3. Vice President and Director Director Director 4. 0% 0% 0% 5. N/A N/A N/A (7.) (8.) (9.) 1. Janet M. Clarke S. Taylor Glover Brady L. Rackley III 2. USA USA USA 3. Director Director Director 4. 0% 0% 0% 5. N/A N/A N/A 4106063_1

Officers, Directors, and Stockholders of Cox Enterprises, Inc. (cont.’) 1. Name 2. Citizenship 3. Positional Interest 4. Percentage of votes 5. Percentage of total assets (10.) (11.) (12.) 1. Robert C. O’Leary Christopher J. Williams John M. Dyer 2. USA USA USA 3. Director Director Executive Vice President & Chief Financial Officer 4. 0% 0% 0% 5. N/A N/A N/A (13.) (14.) (15.) 1. Marybeth H. Leamer J. Lacey Lewis Gregory B. Morrison 2. USA USA USA 3. Exec. Vice President, Human Senior Vice President, Finance Sr. Vice President & Chief Resources & Administration Information Officer 4. 0% 0% 0% 5. N/A N/A N/A (16.) (17.) (18.) 1. Maria L. Friedman Katherine Decker Robert F. Cahn, Jr. 2. USA USA USA 3. Sr. Vice President, Tax and Vice President & Treasurer Vice President of Human Treasury Services Resources Development & Diversity 4. 0% 0% 0% 5. N/A N/A N/A (19.) (20.) (21.) 1. Jack Polish James C. Kennedy, Jr. Shauna S. Muhl 2. USA USA USA 3. Vice President and Controller Vice President, Business Vice President, General Development Counsel and Corporate Secretary 4. 0% 0% 0% 5. N/A N/A N/A 4106063_1

Officers, Directors, and Stockholders of Cox Enterprises, Inc. (cont.’) 1. Name 2. Citizenship 3. Positional Interest 4. Percentage of votes 5. Percentage of total assets (22.) (23.) (24.) 1. J. Leigh Scott Barry Ohlson Nancy Rigby 2. USA USA USA 3. Sr. Vice President, Family Vice President, Regulatory Vice President, Foundations Office & Real Estate Affairs 4. 0% 0% 0% 5. N/A N/A N/A (25.) (26.) (27.) 1. Joab M. Lesesne III Roberto I. Jimenez Randal Earley 2. USA USA USA 3. Vice President, Public Policy Vice President, Corporate Vice President, Audit Services & Government Affairs Communications and Public Affairs 4. 0% 0% 0% 5. N/A N/A N/A (28.) (29.) (30.) 1. Duane Ritter Cody L. Partin Charles N. Bowen 2. USA USA USA 3. Vice President, Corporate Vice President, Real Estate & Asst. Secretary Security Strategic Investment 4. 0% 0% 0% 5. N/A N/A N/A (31.) (32.) (33.) 1. Mark Dawson Cathy Hubbard Carol Larner 2. USA USA USA 3. Asst. Vice President, Asst. Vice President, Corporate Asst. Vice President, Asst. Corporate Information Accounting Treasurer Services 4. 0% 0% 0% 5. N/A N/A N/A 4106063_1

Officers, Directors, and Stockholders of Cox Enterprises, Inc. (cont.’) 1. Name 2. Citizenship 3. Positional Interest 4. Percentage of votes 5. Percentage of total assets (34.) (35.) (36.) 1. Catherine McGillivray John Bell Andre Reese 2. USA USA USA 3. Asst. Vice President, Human Asst. Vice President, Asst. Vice President, Resources Technology Services Information Systems Information Systems Engineering Operations 4. 0% 0% 0% 5. N/A N/A N/A (37.) (38.) (39.) 1. Betsy Vencius Don A. Stryszko Joey Yates 2. USA USA USA 3. Asst. Vice President, Benefits Asst. Vice President, Risk Asst. Vice President, Management Compensation 4. 0% 0% 0% 5. N/A N/A N/A (40.) (41.) (42.) 1. George Markley Mary Vickers Keith Mask 2. USA USA USA 3. Asst. Vice President, Tax Asst. Vice President, Tax Asst. Vice President, Energy Management & Systems Engineering 4. 0% 0% 0% 5. N/A N/A N/A (43.) (44.) (45.) 1. Mark Leuenberger Neil Campbell Barry Campbell 2. USA USA USA 3. Asst. Vice President, Supply Asst. Vice President, Financial Asst. Vice President, Aviation Chain Management & Fleet Planning & Analysis Management 4. 0% 0% 0% 5. N/A N/A N/A 4106063_1

Officers, Directors, and Stockholders of Cox Enterprises, Inc. (cont.’) 1. Name 2. Citizenship 3. Positional Interest 4. Percentage of votes 5. Percentage of total assets (43.) (44.) (45.) 1. Paul Scolese Dayton-Cox Trust A, Anne Cox Chambers, James Cox Kennedy, and Jimmy W. Hayes, Trustees, c/o Cox Enterprises, Inc. 2. USA Ohio Trust 3. Asst. Vice President, N/A Government Affairs 4. 0% 99.0% 5. N/A N/A 4106063_1


Document Created: 2013-02-20 15:49:48
Document Modified: 2013-02-20 15:49:48
© 2024 FCC.report
This site is not affiliated with or endorsed by the FCC