Attachment Exhibit E

This document pretains to SES-ASG-20170317-00291 for Assignment on a Satellite Earth Station filing.

IBFS_SESASG2017031700291_1200838

FCC Form 312 Exhibit E March 2017 Explanation of Transaction Pursuant to Commission consent, Nexstar Media Group, Inc. (“NMG”)1, the parent of FCC licensee Nexstar Broadcasting, Inc. (“Nexstar”), acquired control of Media General, Inc. (“MGI”) and its subsidiaries through a merger transaction that was consummated on January 17, 2017 (the “Nexstar-MGI Merger”).2 The post-Nexstar-MGI Merger consummation structure is included as Attachment A. As part of an internal reorganization, certain subsidiaries acquired from the Merger, which are now indirectly held by Nexstar, will be assigned to Nexstar or merged into Nexstar, with Nexstar remaining as the surviving entity/licensee (the “Reorganization”). The instant application is part of a series of applications being filed seeking Commission consent to the assignment of the licenses held by the proposed assignor, to Nexstar, the proposed assignee. Nexstar certifies that the proposed assignments are pro-forma and that, together with all previous pro-forma transactions, do not result in a change in the actual controlling party3. As noted above, the pro forma transaction proposed herein is an internal reorganization; accordingly, there are no written or oral agreements for the transaction, other than routine assignment documents and merger documents. 1 Formerly known as Nexstar Broadcasting Group, Inc. 2 See Consent to Transfer Control of License Subsidiaries of Media General, Inc., from Shareholders of Media General, Inc. to Nexstar Media Group, Inc., MB Docket No. 16-57, DA 17-23 (rel. Jan. 11, 2017) (“Nexstar-MGI Order”). 3 See Attachment B for the post-Reorganization ownership structure chart.

FCC Form 312 Exhibit E March 2017 Attachment A4 Post-Nexstar-MGI Merger Transaction Structure5 Nexstar Media Group, Inc. Nexstar Broadcasting, Inc. Intermediate Media General, Inc. Entities License Subsidiary 4 Information concerning the vertical ownership structure of the License Subsidiaries is set forth in the FCC applications filed in connection with the Merger. See, e.g., Nexstar and Media General Inc., FCC File No. BTCCDT-20160210ABW, Comprehensive Exhibit (March 2016) at Attachment A-1. 5 Twenty-four of the 25 License Subsidiaries for which pro forma applications are being filed contemporaneously are indirect subsidiaries of NBI. The 25th License Subsidiary, LIN Television Corporation (“LIN TV Corp.”), is a direct subsidiary of NBI. Thus, with respect to the FCC Form 316 being filed for LIN TV Corp., the box in the above diagram labeled “Intermediate Media General, Inc. Entities” is inapplicable.

FCC Form 312 Exhibit E March 2017 Attachment B Post-Reorganization Structure Nexstar Media Group, Inc. Nexstar Broadcasting, Inc. (licensee)


Document Created: 2017-03-14 09:27:16
Document Modified: 2017-03-14 09:27:16
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