Attachment Exhibit E

This document pretains to SES-ASG-20160725-00696 for Assignment on a Satellite Earth Station filing.

IBFS_SESASG2016072500696_1144520

The Weather Channel LLC Form 312 Question A20 Exhibit E Page 1 of 3 Parties with Ownership Interests in the Transferee This application seeks FCC consent for a pro forma assignment of four private, non-common carrier earth stations authorizations held by Weather Group Television, LLC (“WGT”), E050116, E060074, E070142 and WD34, to FCC License Holdings, LLC (“License Holdings”).1 As described in Exhibit F to this application, the proposed transaction will assign these licenses to another company with exactly the same ultimate ownership as WGT. Current Ownership WGT, a Georgia limited liability company, is wholly-owned by Weather Group, LLC (“Weather Group”), a Delaware limited liability company. Weather Group is owned by TV Holdings 1, LLC and TV Holdings 2, LLC. Both TV Holdings 1, LLC and TV Holdings 2, LLC are Delaware limited liability companies.2 Each of these entities is located at 300 Interstate North Parkway, Atlanta, Georgia 30339. TV Holdings 1, LLC is 50.04% owned by Blackstone and 49.77% owned by Bain and has a 75.00% ownership interest in Weather Group. Blackstone has a 37.53% indirect ownership interest in Weather Group and Bain has a 37.33% indirect ownership interest in Weather Group. TV Holdings 2, LLC is 100% owned by NBCU and has a 25.00% ownership interest in Weather Group. The following is information on the owners of WGT: Owner Address Primary Business Ownership3 NBCUniversal Media, LLC 30 Rockefeller Plaza Media 25.00% (“NBCU”) New York, NY 10012 Private equity funds 111 Huntington Private Equity Fund 37.33% controlled by Bain Capital Avenue Manager Investors, LLC (“Bain”) Boston, MA 02199 Private equity funds 345 Park Avenue Alternative Asset 37.53% controlled by The Blackstone New York, NY 10154 Manager Group (“Blackstone”) (Principal Office) 1 WGT also holds a license in the Business Radio Service, which is the subject of a separate application being filed concurrently with this application, and holds an authorization for receive-only earth station E030141. WGT will file a notice of assignment of E030141 following consummation of the proposed transaction. 2 The current ownership structure was approved by the Commission on December 29, 2015. See File No. SES-T/C- 20151209-00925, Public Notice, Satellite Communications Services Information, Rep. No. SES-01812 (rel. Dec. 30, 2015). In the consummation notice for that transaction, filed on February 4, 2016, the company reported that the name of TV Spinco, LLC, the parent company of the licensee, had been changed to Weather Group, LLC. On March 31, 2016, the company reported that the name of the licensee for these authorizations had been changed from Weather Channel, LLC to Weather Group Television, LLC. 3 Ownership is reported to the nearest 1/100th of a percent.

The Weather Channel LLC Form 312 Question A20 Exhibit E Page 2 of 3 NBCU, Bain and Blackstone are parties to a shareholders agreement that may require a unanimous or supermajority vote for certain actions. Proposed Transaction This assignment will take place as part of a broader transaction involving assets that are not subject to Section 310(d). All of the FCC authorizations held by WGT will be assigned to License Holdings, a Delaware limited liability company.4 License Holdings will ultimately be owned by Weather Holdco, LLC (“Weather Holdco”), a Delaware limited liability company. Each of these entities is located at 300 Interstate North Parkway, Atlanta, Georgia 30339. Weather Holdco will be 75.00% percent owned by Weather Domestic Blocker Co., a Delaware corporation (“Weather Domestic Blocker”), and 25% owned by NBCU. Weather Domestic Blocker will be 100% owned by Weather Foreign Blocker Co., a Cayman Islands limited company (“Weather Foreign Blocker”). Weather Domestic Blocker and Weather Foreign Blocker will be located at 300 Interstate North Parkway, Atlanta, Georgia 30339. Weather Foreign Blocker will be owned by Bain, which will have a 49.77% interest and Blackstone, which will have a 50.04% interest. Through Weather Foreign Blocker, Weather Domestic Blocker, and Weather Holdco, Blackstone will have a 37.53% indirect ownership interest in License Holdings and Bain will have a 37.33% indirect ownership interest in License Holdings. Consequently, following the transaction, the ultimate ownership of the company holding the authorizations subject to the application, License Holdings, will be the same as the ultimate ownership of the current licensee of these authorizations. As a result, the transaction constitutes a pro forma assignment of those licenses. Additional information for each of the entities with ultimate ownership of License Holdings before and after the proposed transaction is provided below. NBCUniversal Media, LLC NBCUniversal Media, LLC is a wholly owned subsidiary of NBCUniversal, LLC. Comcast Navy Contribution, LLC holds a 45.75% voting interest and a 38.31% equity interest in NBCUniversal, LLC and Comcast Navy Acquisition, LLC holds a 49.79% voting interest and a 41.69% equity interest in NBC Universal, LLC. NBCUniversal Enterprise, Inc. holds a 4.06% voting interest and a 19.06% equity interest in NBCUniversal, LLC. 4 As one of the steps during the reorganization, the assets being assigned, including the FCC authorizations, will be held briefly as undivided interests by TV Holdings 1, LLC and TV Holdings 2, LLC, which are part of the current ownership structure. TV Holdings 1, LLC and TV Holdings 2, LLC will have the same percentage interests they have today. The undivided interest held by TV Holdings 1 will also be held briefly by Weather Foreign Blocker and Weather Domestic Blocker, and the authorizations will be held briefly by License Holdings. Under the Commission’s Phipps precedent, these steps can be disregarded for purposes of this application. See John H. Phipps, Inc., Memorandum Opinion and Order, BALCT-960116IA (1996).

The Weather Channel LLC Form 312 Question A20 Exhibit E Page 3 of 3 Comcast Navy Contribution, LLC is owned 88.1% by subsidiaries of Comcast Holdings Corporation and 11.9% by Comcast Contribution Holdings, LLC. Comcast Holdings Corporation and Comcast Contribution Holdings, LLC are each 100% owned by Comcast Corporation. NBCUniversal Enterprise, Inc. is 79% owned by Comcast Navy Holdings, LLC. Comcast Navy Holdings, LLC is 100% owned by Comcast Corporation. Comcast Navy Acquisition, LLC is 100% owned by Comcast Corporation. Each of the entities in the ownership chain of NBCUniversal Media is a United States entity. Comcast Corporation’s mailing address is One Comcast Center, 1701 John F. Kennedy Boulevard, Philadelphia, Pennsylvania 19103. Comcast is a publicly traded corporation with stock that is widely held by members of the public. No individual or entity holds, directly or indirectly, a ten percent or greater equity interest in Comcast. Brian L. Roberts, Comcast’s Chairman and Chief Executive Officer, has or is attributed with the power to vote stock that represents 33.33 percent of the voting power of Comcast’s voting stock. Mr. Roberts’s voting interest is held primarily through his control BRCC Holdings LLC, a Delaware limited liability company of which he is the sole Manager. No other individual or entity has or is attributed with, directly or indirectly, a ten percent or greater voting interest in Comcast Corporation. Bain Capital Investors, LLC The Bain Capital funds are controlled by Bain Capital Investors, LLC (“BCI”), a Delaware limited liability company that is a private equity investment firm. No person holds a ten percent or greater share of the voting control of BCI. The Blackstone Group The Blackstone Capital funds are controlled by the Blackstone Group, a Delaware corporation that is a leading global alternative asset manager and provider of financial advisory services. The Blackstone Group is listed on the New York Stock Exchange under the ticker symbol “BX” with its principal office located at 345 Park Avenue, New York, NY 10154. No public unit holder holds 10% or more of the publicly traded units of BX.


Document Created: 2016-07-25 09:18:23
Document Modified: 2016-07-25 09:18:23
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