Attachment Changes in Interest

This document pretains to SES-ASG-20160906-00768 for Assignment on a Satellite Earth Station filing.

IBFS_SESASG2016090600768_1145520

                                                                                             FCC Form 312
                                          EXHIBIT E
                            DESCRIPTION OF PRO FORMA TRANSACTION

        The instant Form 312 application involves a pro forma assignment of earth station license
E060045 from WAPT Hearst Television Inc. (“WAPTHTV”) to Jackson Hearst Television Inc. (“Jackson
Hearst”). WAPTHTV is also the licensee of television station WAPT(TV), Jackson, Mississippi. A
Media Bureau application on FCC Form 316 with respect to WAPT(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.

        WAPTHTV is a wholly owned subsidiary of Hearst Television Inc. (“Hearst Television”). Hearst
Television is owned by Hearst Broadcasting, Inc. (“HBI”); HBI is owned by Hearst Communications, Inc.
(“Communications”); Communications is owned by Hearst Holdings, Inc. (“Holdings”); and Holdings is
owned by The Hearst Corporation (“Hearst”). For corporate organizational reasons, Hearst plans to
merge WAPTHTV with and into Jackson Hearst. Jackson Hearst will be the surviving entity.

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

                  PRE-MERGER                                         POST- MERGER

                 The Hearst Corporation                                The Hearst Corporation


                  Hearst Holdings, Inc.
                                                                        Hearst Holdings, Inc.


               Hearst Communications Inc.
                                                                     Hearst Communications Inc.




                Hearst Broadcasting, Inc.                             Hearst Broadcasting, Inc.



                  Hearst Television Inc.
                                                                        Hearst Television Inc.


               WAPT Hearst Television Inc.
                                                                       Jackson Hearst Television
                                                                                 Inc.
          Jackson Hearst          FCC Licenses
          Television Inc.
                                                                           FCC Licenses


        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)

         The qualifications of The Hearst Corporation were last approved on “long-form” by the FCC on
December 17, 2014 in FCC File Number BALCT-20140827ACP in connection with the assignment of
the license for WVTM-TV, Birmingham, Alabama, to WVTM Hearst Television Inc.


                                                  *****



Document Created: 2016-08-03 16:51:27
Document Modified: 2016-08-03 16:51:27

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