Attachment Exhibit E

This document pretains to SES-T/C-20130619-00595 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2013061900595_1001351

                                                                                   U.S. Satellite Corporation
                                                                                   FCC Form 312 - Transfer of Control
                                                                                   Response to Item A20


The instant application seeks FCC authority for the transfer of control of earth station
authorizations held by U.S. Satellite Corporation, a Utah corporation, from SUPERVALU Inc.
(“SUPERVALU”) to AB Acquisition LLC (“AB Acquisition”), a Delaware limited liability
company.

                       Exhibit E: Response to FCC Form 312, Question A20

Upon consummation of the proposed transaction, U.S. Satellite Corporation, the licensee, will be
an indirect wholly owned subsidiary of AB Acquisition. Specifically, U.S. Satellite Corporation
will be a direct wholly owned subsidiary of ASC Media Services, Inc., a Utah corporation,
which, in turn, is a wholly owned subsidiary of American Stores Company, LLC, a Delaware
limited liability company. American Stores Company, LLC is a wholly owned subsidiary of
New Albertson’s, Inc., an Ohio corporation, which, in turn, will be a wholly owned subsidiary of
NAI Holdings LLC, a Delaware limited liability company. NAI Holdings LLC is a wholly
owned subsidiary of AB Acquisition.1

AB Acquisition, the proposed transferee, is directly controlled by Cerberus Iceberg LLC, a
Delaware limited liability company located at 875 Third Avenue, 11th Floor, New York, NY
10022. Pursuant to its limited liability company operating agreement, AB Acquisition is
governed by a board of managers composed of eight members that have a combined ten votes,
five of which are controlled by Cerberus Iceberg LLC. Specifically, Cerberus Iceberg LLC
holds a 36.86% equity interest in the company, but pursuant to the operating agreement, controls
AB Acquisition through its right to appoint three of the company’s board members, one of whom
is entitled to three votes. The remaining equity interests in AB Acquisition are widely held by
private investment funds, none of which has the right to appoint more than one member to the
company’s board.2

Listed below are those entities holding direct or indirect voting and/or equity interests of 10
percent or more in Cerberus Iceberg LLC, the proposed transferee’s controlling entity. Each
entity’s address, citizenship, and percentage of voting and/or equity interest is specified below.
Other than as set forth below, no other individual or entity holds a direct or indirect interest of 10
percent or more in Cerberus Iceberg LLC. A chart depicting the controlling ownership of AB
Acquisition is attached as Attachment 1.

       Cerberus Partners, L.P., a Delaware limited partnership located at 875 Third Avenue, 11th
        Floor, New York, NY 10022, holds a 28.02% equity interest in, and is the managing
        member of, Cerberus Iceberg LLC. Cerberus Associates, L.L.C., a Delaware limited
        liability company located at 875 Third Avenue, 11th Floor, New York, NY 10022, is the
        general partner of Cerberus Partners, L.P. Stephen Feinberg, a U.S. citizen, with an

1
       The address for ASC Media Services, Inc.; American Stores Company, LLC; New Albertson’s, Inc.; and
NAI Holdings LLC is 250 Parkcenter Blvd., Boise, ID 83706.

2
         For investment purposes only, Cerberus Iceberg LLC and the other investors in AB Acquisition will hold a
portion of their equity interests in the company through NAI Group Holdings, Inc., a Delaware corporation located
at 250 Parkcenter Blvd., Boise, ID 83706.


                                                                     U.S. Satellite Corporation
                                                                     FCC Form 312 - Transfer of Control
                                                                     Response to Item A20

    address of c/o Cerberus Capital Management, L.P., 875 Third Avenue, 11th Floor New
    York NY 10022, holds a 75% interest in, and is the managing member of, Cerberus
    Associates, L.L.C. Richter Investment Corp., a Delaware corporation located at 875
    Third Avenue, 11th Floor, New York, NY 10022, holds a 25% interest in, and is a non-
    managing member of, Cerberus Associates, L.L.C.

   Cerberus Institutional Partners V, L.P., a Delaware limited partnership located at 875
    Third Avenue, 11th Floor, New York, NY 10022, holds a 42.04% equity interest in
    Cerberus Iceberg LLC. Cerberus Institutional Associates II, L.L.C., a Delaware limited
    liability company located at 875 Third Avenue, 11th Floor, New York, NY 10022, is the
    general partner of Cerberus Institutional Partners V, L.P. Cerberus Executive, LLC, a
    Delaware limited liability company located at 875 Third Avenue, 11th Floor, New York,
    NY 10022, holds a 47.1% interest in Cerberus Institutional Associates II, L.L.C. Stephen
    Feinberg is the managing member of Cerberus Executive, LLC. Cerberus Institutional
    Associates, L.L.C., a Delaware limited liability company located at 875 Third Avenue,
    11th Floor, New York, NY 10022, holds a 46.4% interest in Cerberus Institutional
    Associates II, L.L.C. Stephen Feinberg is the managing member of Cerberus Institutional
    Associates, L.L.C. and holds a 10% interest in the company. Feinberg Family
    Institutional, LLC, a Delaware limited liability company located at 875 Third Avenue,
    11th Floor, New York, NY 10022 holds a 65% interest in Cerberus Institutional
    Associates, L.L.C. Stephen Feinberg is the managing member of Feinberg Family
    Institutional LLC.

   Cerberus Institutional Real Estate Partners III, L.P., a Delaware limited partnership
    located at 875 Third Avenue, 11th Floor, New York, NY 10022, holds a 15.90% equity
    interest in Cerberus Iceberg LLC. Cerberus Real Estate GP III, L.L.C. a Delaware
    limited liability company located at 875 Third Avenue, 11th Floor, New York, NY 10022,
    is the general partner of Cerberus Institutional Real Estate Partners III, L.P. Cerberus
    Real Estate GP III, L.L.C. has two managing members: Stephen Feinberg and Ron
    Kravit. Mr. Kravit is a U.S. citizen with an address of c/o Cerberus Capital Management,
    L.P., 875 Third Avenue, 11th Floor, New York, NY 10022.




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Document Created: 2013-06-06 17:28:11
Document Modified: 2013-06-06 17:28:11

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