Attachment Exhibit E

This document pretains to SES-T/C-20140514-00373 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2014051400373_1045485

                                                                                            FCC Form 312
                                                                                                Exhibit E
                                                                                               May 2014


                                  DESCRIPTION OF TRANSACTION

       This application is one of a number of concurrently filed applications that seek the
Commission’s consent to a transaction (the “Transaction”) that will combine the television
broadcast operations of Media General, Inc. (“Existing Media General”) with those of LIN
Media LLC (“LIN Media”). Specifically, the applications seek:

        •         consent to a long-form transfer of control of the license subsidiaries of LIN Media,
                  by making LIN Media’s wholly owned subsidiary LIN Television Corporation
                  (“LIN”) a wholly owned subsidiary of a new holding company, Mercury New
                  Holdco, Inc. (which will be renamed Media General, Inc. at closing) (“Post-Merger
                  Media General”); and

              •   consent to a pro forma restructuring of Existing Media General to insert Post-
                  Merger Media General and its newly-acquired subsidiary, LIN, above Existing
                  Media General in the corporate structure (see post-merger Structure Chart at
                  Attachment A).

       At the conclusion of the Transaction, the shares of Post-Merger Media General will be
held approximately 64% by current shareholders of Existing Media General and 36% by current
shareholders of LIN Media. As the Existing Media General shareholders will control Post-
Merger Media General, the pro forma transfer of control applications for the Existing Media
General licensee companies are required solely because of the insertion of LIN as the new parent
company of Existing Media General, and Post-Merger Media General as the corporate parent of
LIN.

       At the conclusion of the Transaction, the shares of Post-Merger Media General will be
held approximately 64% by current shareholders of Existing Media General and 36% by current
shareholders of LIN Media LLC. As the Existing Media General shareholders will control Post-
Merger Media General, the pro forma transfer of control applications for the Existing Media
General licensee companies are required solely because of the insertion of LIN as the new parent
company of Existing Media General, and Post-Merger Media General as the corporate parent of
LIN.

        In contrast, because current LIN Media shareholders will hold approximately 36% of the
voting shares of Post-Merger Media General, the portion of the Transaction in which LIN
becomes a wholly owned subsidiary of Post-Merger Media General requires long-form transfer
of control applications for the LIN license subsidiaries.1


1
   The license subsidiaries of Existing Media General and LIN are also filing contemporaneously
herewith separate applications in the appropriate bureaus requesting Commission consent for the transfer
of control of earth station, microwave and land mobile facilities. It is intended that the applications filed
in connection with the Transaction include all of the licenses and other authorizations held by the
respective licensees. Nevertheless, subsidiaries of Existing Media General and LIN may now have on file,
and may hereafter file, additional requests for authorizations for new or modified facilities that may be


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                                                                                            FCC Form 312
                                                                                                Exhibit E
                                                                                               May 2014


        The applicants will effectuate the Transaction through a series of mergers involving
newly-created subsidiaries that will be completed contemporaneously at a single closing. In the
first merger, Existing Media General will merge into Mercury Merger Sub 1, Inc., a newly
created, wholly-owned subsidiary of Post-Merger Media General, with Existing Media General
being the surviving entity. In the second merger, LIN Media LLC will merge into Mercury
Merger Sub 2, LLC, also a newly created, wholly-owned subsidiary of Post-Merger Media
General, with LIN Media LLC being the surviving entity. Next, Existing Media General will
move from being a wholly-owned subsidiary of Post-Merger Media General to being a wholly-
owned subsidiary of LIN. LIN Media LLC will then be absorbed into Post-Merger Media
General, making LIN Media LLC’s wholly-owned subsidiary, LIN, a wholly-owned subsidiary
of Post-Merger Media General. The before and after corporate structures are illustrated in
Attachment A. Note that the consummation of the Transaction will not alter the current
ownership structure of the subsidiaries of LIN or of Existing Media General, including the
license subsidiaries.




granted before the Commission takes action on the transfer applications. Accordingly, Existing Media
General and LIN request that any Commission approval of the applications relating to the Transaction
include authority for Post-Merger Media General to acquire control of: (1) any authorization issued to
Existing Media General or LIN subsidiaries while the Transaction is pending before the Commission and
during the period required for consummation of the Transaction; (2) any construction permits of Existing
Media General or LIN subsidiaries that mature into licenses after closing; and (3) any applications filed
by subsidiaries of Existing Media General or LIN that are pending at the time of consummation. Such
action would be consistent with prior decisions of the Commission. See, e.g., Applications of AT&T Inc.
and Cellco Partnership d/b/a Verizon Wireless, Memorandum Opinion and Order, 25 FCC Rcd 8704,
8716, ¶ 165 (2010); SBC Communications Inc. and AT&T Corp. Applications for Approval of Transfer of
Control, Memorandum Opinion and Order, 20 FCC Rcd 18290, 18392, ¶ 212 (2005); Applications of
AT&T Wireless Services, Inc. and Cingular Wireless Corp. for Consent to Transfer Control of Licenses
and Authorizations, Memorandum Opinion and Order, 19 FCC Rcd 21522, 21626 (2004). Moreover,
because Post-Merger Media General is acquiring control of LIN and all of its Commission authorizations,
the parties request that Commission approval include any authorizations that may have been inadvertently
omitted.

    Similarly, pursuant to Sections 1.927(h), 1.929(a)(2), and 1.933(b) of the Commission’s Rules, to the
extent necessary, the applicants request a blanket exemption from any applicable cut-off rules in cases
where the licensees in this Transaction file amendments to pending applications in order to reflect
consummation of the proposed Transaction so that such amendments are not treated as disqualifying
amendments. The nature of the proposed Transaction demonstrates that the ownership changes would not
be made for the purpose of acquiring any particular pending application, but as part of a larger transaction
undertaken for an independent and legitimate business purpose. Grant of this request would be consistent
with prior Commission decisions that routinely have granted a blanket exemption in cases involving
multiple-license transactions. See, e.g., Applications of PacifiCorp Holdings, Inc., and Century
Telephone Enterprises, Inc. for Consent to Transfer Control of Pacific Telecom, Inc., a Subsidiary of
PacifiCorp Holdings, Inc., Memorandum Opinion and Order, 13 FCC Rcd 8891, ¶ 47 (1997);
Applications of NYNEX Corp. and Bell Atlantic Corp., Memorandum Opinion and Order, 12 FCC Rcd
19985, ¶ 234 (1997).


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                                                                                     FCC Form 312
                                                                                         Exhibit E
                                                                                        May 2014


       As part of the merger process, the present shareholders of Existing Media General and of
LIN Media LLC will surrender their shares in those companies in exchange for stock of Post-
Merger Media General, with the LIN Media LLC shareholders having the opportunity to elect
cash consideration up to a stated level. As noted above, at the conclusion of the Transaction,
approximately 64% of the shares of Post-Merger Media General will be held by the former
shareholders of Existing Media General, and approximately 36% will be held by former
shareholders of LIN Media LLC.

        The proposed Transaction will increase the merged company’s operational efficiencies
and capabilities in serving the public, ensure continuance of existing service to the public, and
maintain current levels of competition and diversity in local markets while creating potential
opportunities for new entrants in seven television markets. For those reasons, the Transaction
also strongly serves the public interest, and therefore the applicants urge the Commission to
promptly process and grant its associated applications.




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Document Created: 2014-05-08 22:24:38
Document Modified: 2014-05-08 22:24:38

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