Attachment Exhibit E

This document pretains to SES-T/C-20130417-00326 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2013041700326_993285

                                                     Receive-Only Earth Station
                                                                FCC Form 312
                                                                   Question 43
                                                                     Exhibit E
                         DESCRIPTION OF TRANSACTION AND
                           PUBLIC INTEREST STATEMENT


       This filing is to notify the Commission of the pro forma transfer of control of receive-
only satellite earth station E900627 (the “Station”), licensed to Televicentro of Puerto Rico, LLC
(“Televicentro”), from InterMedia Partners VII, L.P., to Hemisphere Media Holdings, LLC (the
“Transfer”). The pro forma transfer was consummated on April 4, 2013.
       The Station has been controlled by the same individuals both before and after the
Transfer. Organizational charts depicting the prior and current ownership structure of
Televicentro are included in this exhibit.

       Televicentro is a direct subsidiary of InterMedia Español, Inc., which is a direct
subsidiary of InterMedia Español Holdings, LLC (“InterMedia Holdings”).

        InterMedia Holdings is indirectly controlled by InterMedia VII, which prior to the
transaction had been InterMedia Holdings’ sole member. InterMedia VII is controlled by its sole
general partner, InterMedia Partners, L.P. That entity is controlled by its sole general partner,
HK Capital Partners, LLC, which is controlled by its two members, Leo J. Hindery, Jr. and Peter
M. Kern. The LLC agreement for HK Capital Partners, LLC provides that Mr. Hindery and Mr.
Kern must unanimously approve the decisions of HK Capital Partners, LLC, giving them each an
effective 50 percent “voting” interest in that entity.

       The Transfer occurred when Hemisphere Merger Sub I, LLC (“Hemisphere Sub I”)
merged with and into InterMedia Holdings, with InterMedia Holdings surviving. In connection
with that merger, InterMedia VII received shares of Hemisphere Media Group, Inc.
(“Hemisphere”). Prior to the Transfer, Hemisphere Sub I was an indirect, wholly-owned
subsidiary of Hemisphere.

       As a result of this merger and certain other related mergers, Hemisphere became a
publicly traded company with approximately 77% of its voting stock held by InterMedia VII.

       Thus, both before and after the consummation of the transaction proposed in this
application, Mr. Hindery and Mr. Kern have controlled the Station through their control of
InterMedia VII.




315170


                                                      Pre-Transfer Structure




  Leo J. Hindery, Jr.                                  Peter M. Kern
                      th                                               th
405 Lexington Ave., 48 Fl.;                     405 Lexington Ave., 48 Fl.;
      NY, NY 10174                                    NY, NY 10174



                           HK Capital Partners, LLC
                                         th
                  405 Lexington Ave., 48 Fl.; NY, NY 10174


                           InterMedia Partners, L.P.
                                         th
                  405 Lexington Ave., 48 Fl.; NY, NY 10174



                               InterMedia VII
                                        th
                 405 Lexington Ave., 48 Fl.; NY, NY 10174
                                                                                                          Hemisphere
                                                                                                     2000 Ponce de Leon Blvd;
                                                                                                      Coral Gables, FL 33134
                            InterMedia Holdings
                                        th
                 405 Lexington Ave., 48 Fl.; NY, NY 10174

                                                                                                Hemisphere Media Holdings, LLC
                                                                                                     2000 Ponce de Leon Blvd;
                           InterMedia Español, Inc.                                                   Coral Gables, FL 33134
                                         th
                  405 Lexington Ave., 48 Fl.; NY, NY 10174
                                                                    Hemisphere Sub I merged
                                                                     with and into InterMedia         Hemisphere Sub I
                                                                      Holdings, in return for        2000 Ponce de Leon Blvd;
                   Televicentro of Puerto Rico, LLC                   which InterMedia VII            Coral Gables, FL 33134
                    PO Box 362050; San Juan, PR 00936                   received shares of
                                   E900627                                 Hemisphere.




      315170


                                         Post-Transfer Structure




                  Leo J. Hindery, Jr.                                            Peter M. Kern
                              th                                                          th
         405 Lexington Ave., 48 Fl.; NY, NY 10174                    405 Lexington Ave., 48 Fl.; NY, NY 10174



                                           HK Capital Partners, LLC
                                                           th
                                     405 Lexington Ave., 48 Fl.; NY, NY 10174


                                            InterMedia Partners, L.P.
                                                            th
                                      405 Lexington Ave., 48 Fl.; NY, NY 10174


                                                    InterMedia VII
                                                            th
                                      405 Lexington Ave., 48 Fl.; NY, NY 10174                 Other Investors

                                           >77% of votes                              < 23% of votes

                                                     Hemisphere
                                   2000 Ponce de Leon Blvd; Coral Gables, FL 33134



                                       Hemisphere Media Holdings, LLC
                                   2000 Ponce de Leon Blvd; Coral Gables, FL 33134



                                               InterMedia Holdings
                                                            th
                                      405 Lexington Ave., 48 Fl.; NY, NY 10174


                                            InterMedia Español, Inc.
                                                            th
                                      405 Lexington Ave., 48 Fl.; NY, NY 10174




                                        Televicentro of Puerto Rico, LLC
                                        PO Box 362050; San Juan, PR 00936
                                                       E900627




315170


                                                                    Receive-Only Earth Stations
                                                                                FCC Form 312
                                                                       Schedule A, Question 21
                                                                                     Exhibit F



                             PUBLIC INTEREST STATEMENT
        Televicentro is also the licensee of full power broadcast television stations WAPA-TV,
WNJX-TV, and WTIN-TV. Televicentro uses receive-only earth station E900627 to facilitate
broadcasts to the public in connection with these broadcast television stations, which serves the
public interest.




315170



Document Created: 2013-04-15 11:43:29
Document Modified: 2013-04-15 11:43:29

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