Attachment Exhibit E

This document pretains to SES-T/C-20130717-00640 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2013071700640_1004396

        This application is one of a number of applications being contemporaneously filed with
the Commission seeking consent to the transfer of control of television broadcast stations whose
licenses are held by a subsidiary of Media General, Inc. (“Media General”), as well as the
wireless and earth station facilities that are used in connection with those television stations.
Applications are pending with the FCC’s Media Bureau seeking consent to the transfer of control
of the broadcast service licenses ultimately held by Media General.

        These applications seek the Commission’s consent to a transaction (the “Transaction”)
that will combine the television broadcast operations of Media General with those of New Young
Broadcasting Holding Co., Inc. (“Young”). Following the consummation of the proposed
Transaction, a post-transaction Media General (“Post-Merger Media General”), owned and
controlled by the present equity holders of Young and Media General (“Post-Merger
Shareholders of Media General”), will continue to operate the television stations that Young and
Media General now own and operate separately; and the present equity holders of Media General
and Young together will own and vote the stock of Post-Merger Media General. Following
consummation of the Transaction, the pre-merger equity holders of Young will own
approximately 68.3% of the equity of Post-Merger Media General and the pre-merger equity
holders of Media General will own approximately 31.7% of the equity of Post-Merger Media
General.

        At present, each of Young and Media General has a single majority shareholder.
Standard General Communications LLC and its sole member Standard General Fund, L.P.
(together “Standard General”) control a majority of the voting rights represented by Young’s
issued and outstanding stock. J. Stewart Bryan III controls a majority of the voting rights of
Media General. Following consummation of the Transaction, no party will control a majority of
the shares or voting rights of Post-Merger Media General, which will remain a publicly traded
company.

         As shown in the attached diagrams, upon consummation of the Transaction, Post-Merger
Media General will continue to control Media General Communications Holdings, LLC, an
indirect wholly owned subsidiary that holds Media General’s broadcast licenses. A new limited
liability company with Post-Merger Media General as its sole member will indirectly hold and
control Young’s current broadcast licensee subsidiaries. As noted above, the current equity
holders of Young and Media General will hold the stock of Post-Merger Media General.


              Pre-Merger Young                                               Pre-Merger Media General
              Ownership Structure                                               Ownership Structure


                                     Standard General                                  J. Stewart Bryan III
Sole Majority Shareholder
                                        Fund, L.P.

                                                                                                 Sole Majority Shareholder
              Member (100% equity)



   Standard General                                                                   Media General, Inc.
 Communications LLC

                Shareholder (42.8% votes)         Shareholder (7.8% votes)                         Sole Shareholder




    New Young Broadcasting Holding Co., Inc.                                   Media General Communications, Inc.



                                Sole Member                                                        Sole Shareholder




                  Young Broadcasting, LLC                                        Media General Operations, Inc.



                                 Parent Company                                                    Sole Member




                 Young Licensee Subsidiaries                                  Media General Communications Holdings,
             (see Young Licensee Structure Chart                                               LLC
                         attached)                                                     (Licensee Subsidiary)




                                                                      2


                                  Post-Merger Media General, Inc.
                                               Ownership Structure


                                                                          Standard General
                                                                             Fund, L.P.

                                                   Member (100% equity)


                           Standard General                                        Attributable Shareholder (4.53% votes)
                         Communications LLC

Attributable Shareholder (25.15% votes)



                                                    Media General, Inc.




                                 Sole Member                                                      Sole Shareholder




      Media General Broadcasting, LLC                                      Media General Communications, Inc.



                                 Sole Member                                                      Sole Shareholder




           Young Broadcasting, LLC                                            Media General Operations, Inc.


                                  Parent Company
                                                                                                  Sole Member




         Young Licensee Subsidiaries                                      Media General Communications Holdings,
     (see Young Licensee Structure Chart                                                   LLC
                 attached)                                                         (Licensee Subsidiary)

                                                              3


                                                                                       Young Licensee Structure Chart
                                                                                        (Pre—Merger and Post—Merger)


                                                                                          Young Broadcasting, LLC




                                                                                                               ¥

    Sole           Sole            Sole            Sole           Sole            Sole          Sole                 Sole               Sole              Sole                  Sole                        Sole              Sole
    Shareholder    {Sharcholde;    |Sharebolder    |Shareholder   Shareholder     Shareholder   Spareholder          Shareholder        Sharcholder       Shareholder           Shareholder                 Shareholder       Shareholder


   Y¥                                                                                                                                                                      Y¥                                                ¥

   Young                    Young                           Young                        Young                              Young                                                                Young
Broadcasting             Broadcasting                    Broadcasting                 Broadcasting                       Broadcasting                                                         Broadcasting
 of Rapid                    of San                       of Albany,                  of Sioux Falls,                     of Louisiana,                                                       ofKnoxville,
 City, Inc.                Francisco,                         Inc.                         Inc.                                Inc.               LAT, Inc.             YBT, Inc.                 Inc.                     YIE(F’
KCLO—TV                           Inc.                   WTEN(TV),                      KELO—TV                                                                                                                                  *
Rapid City,                KRON—TV                       Albany, NY                    Sioux Falls,
    SD                            San                    WCDC—TV,                           SD
                           Francisco,                    Adams, MA                      KPLO—TV                                         General            Limited              General             Sole
                                  CA                                                  Reliance, SD                                      Partner            Pau;;er              Partner           Member
                                                                                        KDLO—TV                                                                                               v
                                                                                      Florence, SD                                                                                          Young                General      General
                  ¥v                              ¥                         ¥                                 ¥                    ¥v                 ¥                                   Broadcasting           Partner      Partner
              Young                           Young                      Young:                          Young                                                                            ofNashville,
         Broadcasting                     Broadcasting               Broadcasting                     Broadcasting                         KLFY, LP                                           LLC
                  of                       of Lansing,               of Davenport,                    of Green Bay,                         KLEY—TV
          Richmond,                               Inc.                     Inc.                               Inc.                        Lafayett@j LA
            Inc.                           WLNS—TV                    KWQC—TV                        WBAY—TV                                                                                      General
          WRIC—TV                         Lansing, MI                 Davenport,                    Green Bay, WI                                                                                 Partner
          Petersburg,                                                      IA                                                                                                                                ¥
               VA                                                                                                                                                          *

                                                                                                                                                                           WKRN, G.P.                          WATE, G.P.
                                                                                                                                                                               WKRN—TV                           WATE—TV
                                                                                                                                                                           Nashville, TN                      Knoxville, TN



Document Created: 2013-07-15 17:54:25
Document Modified: 2013-07-15 17:54:25

© 2024 FCC.report
This site is not affiliated with or endorsed by the FCC