Attachment Exhibit E

This document pretains to SES-T/C-20141218-00911 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2014121800911_1071650

FCC Form 312 Exhibit E December 2014 DESCRIPTION OF TRANSACTION This application is additional to a number of previously 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, those applications sought and have been granted authorizing: + 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). The instant application seeks consent for the pro forma transfer of control of an additional earth station license held by a subsidiary of Existing Media General. At the conclusion of the Transaction, the shares of Post—Merger Media General will be held approximately 67.4% by current shareholders of Existing Media General and 32.6% 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, 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. 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 404491361v2

FCC Form 312 Exhibit E December 2014 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. 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 67.4% of the shares of Post—Merger Media General will be held by the former shareholders of Existing Media General, and approximately 32.6% 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. 404491361v2

Attachment A Page 1 (Pre—Merger) Media General, Inc. Ownership Structure Soohyung Kim 100% voting through intervening entltics Standard General Fund, LP, Member (100% equity) Attributable Shareholder (4,28% votes) Standard General Non—Attributable Media General, Communteations LLC Inc, Sharsholders Attributable Shareholder (26.21% votes) 69.51% equity Media Genetal, Inc. Sole Member Sole Sharcholder Media General Broadcasting, LLC _ Media General Communications, Inc. Sole Member Sole Sharecholder Young Broadcasting, LLC Media General Operations, Inc. Parent Company Sole Member ‘Various Licenso Subsidiaries Media General Communications Holdings, (see attached) LLC (License Subsidiary)

Attachment A Page 2 (Pre—Merger) LIN Media LLC Ownership Structure John R. Muse Royal W. Carson Non—Attributable (through intervening Shareholders entities) 100% General Partner Hicks, Muse, Tate & Carson LIN SBS LLP, Furst Bquity Fund II, L.P, 35% voting 35% voting LIN Media LLC Sole Shareholder LIN Televigion Corporation Varlous License Subsidiaries (see attached)

Attachment A Page 3 (Post—Merger) Media General, Inc. Ownership Structure Soohyung Kim ' John R. Muse (throughintervening entitles) (through Intervening ontitles) Standard General Hicks, Muse, Tate & _ Non— Non—Attributable Fund, LP. Furst Equity Fund III, Attributable Media General, Solo Member LP,. Former LIN Inc. Sharcholders Sharsholders &fifgfié?gi: Standeu“d (?“enel‘al Attributable Shareholder Capprox. Communications LLC (approx. 12,.56% votes) 2,83% votes) Attrlbutable Shareholder (approx. 1741% votes) (Post—Merger) Media General, Inc. 100% LIN Television Corporation 100% 100% (Pre—Merger) Media General, Inc. 100% 100% Media General Broadcasting, Media General LLC Communications, Inc. 100% 100% Young Broadcasting, LLC Media CGeneral Operations, Inc. 100% 100% Various License Subsidiaries License Subsidiary Various License Subsidiaries (see attached) (see attached)

Attachment A Media Genexal License Subsidianes Structare Chart Page 4 Young Broadcasting, LLC Media General Operations, Inc. Sole Sole Member Sharebolder Y ¥. Media General Communications n Holdings, LC ¥. ¥. _¥ Y¥ + Young Young WCBD—TV, Charleston, WV — Y¥ ¥ k4 Broadcastmg LAT, Broadcast'ng YBK, WNCT—TV, Greeaville, NC Young Young Young Young ofLotisiana, Inc. ofKnoxville, Inc. WSLS—TV, Roanoke, VA Broadcasting Broadcasting Broadcasting Broadcasting of Inc. . Tac. WIAL—TV, Johnson City, TN ofRapid ofSan — ofAlbany, Sioux Falls, fac. WIJTV(FTV), FJackson, MS Chty, fnc. Francisco, Inc. Tnc. _ * WELT(TV}, Hattiesbare, MS . KELO—TV, Generel Timied Conezal WSAV—TV, Savannah, GA EKCLO—TV KRON—TV WwTEN(TV) Sioux Falls, SD Partnec Partoer YBET, Partner WELA—TV, Tampa, FL Rapid City, Sar Francisco, Albany, NY KPLO—TYV, Irc. Socle WIARCTV) E:’rovldencs. RI SD CA wWCBC—TV, Reliance, SD Meniber s Bs °C _ Adares,*~MA KDLOTV, WVIM—TV, Binutngham, AL — r sp Gaws Y¥ WNCN(TV}, Goldsboro, NC orence, eas 2 Young WEKRG—TVY, Mobile, AL Broadcasting WIEFE(TY), Augosts, GA ¥ < x ¥ ~ ofNashvalle, WREBL{TV}, Colimbuas, GA Young Yourg Yourg Young 1LC WSPC‘IS%W’ Spéfi‘nbmf’;g Broadcastimg Broadcastmg Broadcasting Broadcastimg KLFY, LP wY {,,TV)’ eville, ofRichmond, ofLansing, ofDavenport, ofGreen Bay, Genei Geneel WBTW(TV}, Florence, SC Inc. Tnc. Tnc. Inc. EBEYTV Partuer Partner WCME—TV, Cotembas, OH Lafayette, wWwRICTV WLNSTV KWOCTV WBAY—TV TLA Petersbarg, Laasing, Mi Davenport, IA Green Bay, VA WI Y¥ Y¥ ¥ ¥ WEKRN, GP. WATE, GP. WEKRNTV WATETV Nashville, IN Kpoxville, IN

| Aftachment A LIN Media Licease Subsidiaties Structure Chart Page 5 LIN Television Corporation Sole Member A Y C r ¥ x LIN of LIN of LIN ofNew LIN of WAVY KXANILLC Primeland ~ Alabaraa, Wisconsin, Mexico, LLC Colorado, Broadcasting, 1ILC LINLicense ILC ILC LILC KXANTV, Company, ILC KASA—TV, . Aunstin; WLELTVY, KamTy . WALA—TV, WLUK—TV, Santa Fe; KREZTV, WAVY—TV, KBVO(TY), Lafayette, ~FV, Hilo; Mobile; GreenBay; KRQE(TV}, Durango, CO Portsmonth; Llano, TX IN KHAW—TV, WENATY), WCWE(TV), Albuguerque; wVETEVY, — Waildka; GulfShores, Suring, WI KBIMTV, Vircinia Beact KBEON—TV —£L ¥, AL " Roswell, NM trgiiih VA Deaci Honolsls, Bf KDMI—IV, Mason City, 4; KON(TV), Porfland, OR; F KSNG(TV), %fi? Czty’; TVL Broadcastimg LLC Topeka; KSNC(TY), Great Bend; KSNW (TV), Wichfia; frfl\fi% i x¥ ¥ ¥ Y¥ ¥ Y¥ ope 3 . . WIAT(TV), TVL WDTN Inchaz:z: EX'_OQD WI‘%/B. m Oafiii"x?W—Pf~ n V;ZII\IH Birmingham, AL; Broadcasting Broadcasting, Rroadcasting, TLicepse Broadcasting, C LLC?:S?IB& 0 LLcagm& wICGI{TY) ofRhode ILC ' IIC Company, LLC LLC Tsland, LLC WANE—TV, F. | | Savanpah, GA:; nrep & WKBNCTV) WwDTIN(TY), Wayoe: _ WOODTV & WIVEB—TV, WWLP(TV}, mefic WINH{TV)}, New Heven: wWYEXID. WPRITV, Dayton, OH — wWNDY—TV, WXSP—CD, Buffalo; Springfield, MA ew Haven; Younpstown, Of Providence, REI Marion; Grand Rapids; WNLO{(TYV)}, WCTX{TY), wisE—TV, wOTv(ITVy, Buffalo, NY NewHaven, Indianspolis; Battle Creek, CT WTIHLI—TV, Terre MI Haute, IN


Document Created: 2014-12-18 17:02:15
Document Modified: 2014-12-18 17:02:15
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