Attachment Exhibit E SES-T/C-20140708-00592

Attachment Exhibit E

This document pretains to SES-T/C-20140708-00592 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2014070800592_1053243

Description of Transaction

By this and other concurrently-filed applications, Evening Post Industries, Inc. (“EPI”),
on behalf of the EPI licensee subsidiaries listed on Exhibit A hereto (the “Licensees”), requests
the Commission’s consent to the concurrent (i) pro forma creation of a new, wholly-owned
holding company in the EPI ownership chain, EPI Group, LLC (“EPI Group”); and (ii) pro
forma transfer of non-voting membership interests in Cordillera Communications, LLC
(“Cordillera”) from EPI to EPI Group (collectively, the “Reorganization”). Organizational
charts reflecting the pre- and post-transaction structures are attached as Exhibit B.

Upon the Reorganization, which is subject to shareholder approval, (i) existing EPI
shareholders would contribute all of their stock in EPI to EPI Group and would receive, in
exchange, LLC membership interests in EPI Group,1 (ii) EPI would merge with an existing
wholly-owned subsidiary of EPI Group, with EPI surviving the merger as a wholly-owned
subsidiary of EPI Group, and (iii) non-voting LLC membership interests in Cordillera currently
held by EPI would be transferred to EPI Group.

The Reorganization qualifies for pro forma treatment because it involves no substantial
change in the ownership or control of the Licensees. Prior to the Reorganization, EPI
shareholders control the Licensees by virtue of their capital stock in EPI, which ultimately owns
and controls the Licensees. While current EPI shareholders will have the option to vote against
the Reorganization and exchange their shares for cash, it is expected that all currently-
attributable EPI shareholders will elect to exchange their shares for voting interests in EPI
Group. Thus, following the Reorganization, current EPI shareholders, including the attributable
shareholders in EPI, will control the Licensees by virtue of their ownership and control of 100%
of the membership interests in EPI Group, which ultimately will own and control the Licensees.

In connection with this transaction, the parties intend to enter into agreements regarding
organization and governance of EPI Group. These agreements, which will comply with the
Commission’s rules and policies, have not been finalized but will be filed with the Commission
upon execution to the extent required by Section 73.3613 of the Commission’s rules.

1
As described in more detail in Exhibit 12, EPI shareholders that currently are non-attributable would be
subject to customary LLC insulation provisions in the EPI Group operating agreement upon consummation of the
Reorganization.

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Exhibit A
Licensees

KSBY Communications, LLC
KCTZ Communications, LLC
KPAX Communications, LLC
KVOA Communications, LLC
KATC Communications, LLC
KTVQ Communications, LLC
KXLF Communications, LLC
KRTV Communications, LLC
Sangre de Cristo Communications, LLC
WLEX Communications, LLC

108669796 v1

Parties to the Application
Unless otherwise noted, all attributable parties to the application can be reached at 134 Columbus Street,
Charleston, SC 29403-4800.

Line 1 – Name of officers, directors and members
Line 2 – Citizenship
Line 3 – Positional interest
Line 4 – Percentage of votes
Line 5 – Percentage of Total Assets (Equity Plus Debt) 1

Ownership of Licensee Entities

Licensees:
KATC Communications, LLC
KCTZ Communications, LLC
KPAX Communications, LLC
KRTV Communications, LLC
KSBY Communications, LLC
KTVQ Communications, LLC
KVOA Communications, LLC
KXLF Communications, LLC
Sangre de Cristo Communications, LLC
WLEX Communications, LLC
(a) (b) (c)
1. Licensee John Barnwell Terrance Hurley

2. South Carolina Limited Liability U.S. U.S.
Company
3. N/A Vice President, Manager Vice President, Manager
4. N/A 0% 0%
5. N/A N/A N/A
(d) (e) (f)
1. Ronald Owens General Manager2 Cordillera Communications,
LLC
2. U.S. U.S. South Carolina Limited Liability
Company
3. Secretary, Treasurer, Manager President Member
4. 0% 0% 100%
5. N/A N/A N/A

1
The respondent interprets Question 5 in Item 4(a) as seeking information about any parties, whose interests are otherwise non-
attributable, who acquire attributable status as a result of operation of the “equity debt plus” rule (47 C.F.R. § 73.3555, Note 2(i)).
There are no such parties in the reporting entities. As a result, Line 5 has been answered “N/A.”
2
The General Manager and President for each licensee is as follows:
KATC Communications, LLC-Andrew Shenkan
KCTZ Communications, LLC-Jon Saunders
KPAX Communications, LLC-Robert Hermes
KRTV Communications, LLC-Jon Saunders
KSBY Communications, LLC-Kathleen Choal
KTVQ Communications, LLC-John Hurley
KVOA Communications, LLC-Bill Shaw
KXLF Communications, LLC-Jon Saunders
Sangre de Cristo Communications, LLC-Evan Pappas
WLEX Communications, LLC-Patrick Dalbey

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Line 1 – Name of officers, directors and members
Line 2 – Citizenship
Line 3 – Positional interest
Line 4 – Percentage of votes
Line 5 – Percentage of Total Assets (Equity Plus Debt)

Ownership of Cordillera Communications, LLC

(a) (b) (c)
1. Cordillera Communications, LLC John Barnwell Terrance Hurley

2. South Carolina Limited Liability U.S. U.S.
Company
3. N/A Vice President, Manager President, Manager
4. N/A 0% 0%
5. N/A N/A N/A
(d) (e) (f)
1. Ronald Owens EPI Preferred, LLC EPI Group, LLC
2. U.S. South Carolina Limited Liability South Carolina Limited Liability
Company Company
3. Secretary, Treasurer, Manager Member Member
4. 0% 100% 0%
5. N/A N/A N/A

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Line 1 – Name of officers, directors and members
Line 2 – Citizenship
Line 3 – Positional interest
Line 4 – Percentage of votes
Line 5 – Percentage of Total Assets (Equity Plus Debt)

Ownership of EPI Preferred, LLC

(a) (b) (c)
1. EPI Preferred, LLC John Barnwell Ronald Owens
2. South Carolina Limited Liability U.S. U.S.
Company
3. N/A President, Manager Secretary, Treasurer, Manager
4. N/A 0% 0%
5. N/A N/A N/A
(d) (e) (f)
1. Evening Post Industries, Inc.
2. South Carolina Corporation
3. Member
4. 100%
5. N/A

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Line 1 – Name of officers, directors and stockholders
Line 2 – Citizenship
Line 3 – Positional interest
Line 4 – Percentage of votes
Line 5 – Percentage of Total Assets (Equity Plus Debt)

Ownership of Evening Post Industries, Inc.

(a) (b) (c)
1. Evening Post Industries, Inc. John Barnwell PJ Browning

2. South Carolina Corporation U.S. U.S.
3. N/A President, CEO, Director Senior Vice President, President
of Newspaper Division
4. N/A 0% 0%
5. N/A N/A N/A
(d) (e) (f)
1. Margaret Garrett Edward Gilbreth Mary Manigault Gilbreth
2. U.S. U.S. U.S.
3. Secretary, Director Vice-Chairman of the Board, Director
Director
4. 0% 0% 0%
5. N/A N/A N/A
(g) (h) (i)
1. Daniel Herres Rebecca Herres Patricia Manigault
2. U.S. U.S. U.S.
3. Executive Vice President Assistant Secretary, Director Director
4. 0% 0% 0%
5. N/A N/A N/A
(j) (k) (l)
1. Pierre Manigault Joseph McGee Ronald Owens
2. U.S. U.S. U.S.
3. Chairman of the Board, Director Director Chief Financial Officer, Director
4. 0% 0% 0%
5. N/A N/A N/A
(m) (n) (o)
1. Wilbur Prezzano Katherine Salmons Paul Sharry
2. U.S. U.S. U.S.
3. Director Director Senior Vice President of Human
Resources
4. 0% 0% 0%
5. N/A N/A N/A
(p) (q) (r)
1. Thomas Waring Arthur Wilcox Terrance Hurley
2. U.S. U.S. U.S.
3. Director Director Director
4. 0% 0% 0%
5. N/A N/A N/A

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Line 1 – Name of officers, directors and stockholders
Line 2 – Citizenship
Line 3 – Positional interest
Line 4 – Percentage of votes
Line 5 – Percentage of Total Assets (Equity Plus Debt)

Ownership of Evening Post Industries, Inc. (cont.)

(a) (b) (c)
1. H. Laurence Fritz EPI Group, LLC
2. U.S. South Carolina Limited Liability
Company
3. Director Stockholder
4. 0% 100%
5. N/A N/A

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Line 1 – Name of officers, directors and stockholders
Line 2 – Citizenship
Line 3 – Positional interest
Line 4 – Percentage of votes in EPI Group. LLC (percentage of votes in Evening Post Industries, Inc.)3
Line 5 – Percentage of Total Assets (Equity Plus Debt)

Ownership of EPI Group, LLC

(a) (b) (c)
1. EPI Group, LLC John Barnwell Margaret Garrett

2. South Carolina Limited Liability U.S. U.S.
Company
3. N/A President, CEO, Manager Secretary, Manager
4. N/A 0% (0%) 0% (0%)
5. N/A N/A N/A
(d) (e) (f)
1. Edward Gilbreth Mary Manigault Gilbreth Rebecca Herres
2. U.S. U.S. U.S.
3. Manager Manager Manager
4. 3% (2%) 40% (28%) 3% (2%)
5. N/A N/A N/A
(g) (h) (i)
1. Terrance Hurley Patricia Manigault Pierre Manigault
2. U.S. U.S. U.S.
3. Manager Manager Manager
4. 0% (0%) 0% (0%) 1% (1%)
5. N/A N/A N/A
(j) (k) (l)
1. Joseph McGee Ronald Owens Wilbur Prezzano
2. U.S. U.S. U.S.
3. Manager Vice President, Treasurer, Chief Manager
Financial Officer, Manager
4. 3% (2%) 0% (0%) 0% (0%)
5. N/A N/A N/A
(m) (n) (o)
1. Katherine Salmons Joseph Waring Thomas Waring
2. U.S. U.S. U.S.
3. Manager Attributable Member Manager
4. 1% (1%) 0% (0%) 4% (3%)
5. N/A N/A N/A

3
As part of the Reorganization, holders of voting stock in EPI that do not hold attributable interests in EPI
prior to the Reorganization will, upon consummation of the Reorganization, be subject to insulation provisions in the
EPI Group operating agreement that will cause such holders to be non-attributable owners of EPI Group. Thus, the
attributable shareholders that hold approximately 71% of the voting shares in EPI will, upon consummation of the
Reorganization, hold 100% of the voting interests in EPI Group, and the non-attributable shareholders that currently
hold 29% of the voting shares of EPI will not hold a voting interest in EPI Group. The chart above reflects the
proportional increase in voting power that results from this change by including, for each attributable person, both the
voting interest in EPI Group they will hold and, in parentheses and italics, the voting interest in EPI they currently hold.

The EPI Group operating agreement will provide that, after the Reorganization, insulated members may elect
to exercise voting rights with respect to their interests, subject to the prior approval of EPI Group based a review of
their FCC qualifications. Members making such an election will be reported on subsequent ownership reports
reflecting EPI Group ownership. Additionally, while current EPI shareholders will have the option to vote against the
Reorganization and exchange their shares for cash, it is expected that all currently-attributable holders of voting shares
in EPI will elect to exchange their shares for voting interests in EPI Group.

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Line 1 – Name of officers, directors and stockholders
Line 2 – Citizenship
Line 3 – Positional interest
Line 4 – Percentage of votes in EPI Group. LLC (percentage of votes in Evening Post Industries, Inc.)
Line 5 – Percentage of Total Assets (Equity Plus Debt)

Ownership of EPI Group, LLC (cont.)

(a) (b) (c)
1. Arthur Wilcox H. Laurence Fritz The Patricia Lucas Bennett
Marital Trust
2. U.S. U.S. U.S.
3. Manager Manager Member
4. 3% (2%) 0% (0%) 42% (30%)
5. N/A N/A N/A

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Line 1 – Name of trustees and beneficiary
Line 2 – Citizenship
Line 3 – Positional interest
Line 4 – Percentage of votes
Line 5 – Percentage of Total Assets (Equity Plus Debt)

Ownership of The Patricia Lucas Bennett Marital Trust

(a) (b) (c)
1. The Patricia Lucas Bennett Marital Patricia Manigault Pierre Manigault
Trust
2. South Carolina Trust U.S U.S
3. N/A Trustee, Beneficiary Trustee
4. N/A 25% 25%
5. N/A N/A N/A
(d) (e) (f)
1. Ivan V. Anderson, Jr. Richard Braunstein
2. U.S U.S
3. Trustee Trustee
4. 25% 25%
5. N/A N/A

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Document Created: 2014-07-07 12:16:24
Document Modified: 2014-07-07 12:16:24

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