Attachment Exhibit E

This document pretains to SES-T/C-20160421-00363 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2016042100363_1134169

News-Press & Gazette Co. FCC Form 312 Exhibit E EXHIBIT E DESCRIPTION OF TRANSACTION CHANGES IN INTEREST AS A RESULT OF TRANSFER OF CONTROL The instant application is one of a series of applications involving a pro forma transfer of control of News-Press & Gazette Company (“NPG” or the “Company”), which owns various subsidiary licensee companies, including the licensee of the International Bureau license that is the subject of this application. NPG is a closely-held, family-run company headquartered in St. Joseph, Missouri, that has always been and continues to be controlled by members of the Bradley family (the “Bradley Family”). The instant application covers the FCC International Bureau license held by a subsidiary entity of NPG: NPG of Monterey-Salinas CA, LLC. NPG owns 100 percent of NPG of Monterey- Salinas CA, LLC. The following is a narrative description of NPG’s corporate structure: Henry H. Bradley (“Henry”) and David Bradley, Jr. (“David”) are brothers. Control of NPG is split evenly between Henry’s and David’s respective families, with Henry’s family controlling 50% and David’s family controlling 50% as follows:  Henry Bradley’s sons, Brian Bradley and Eric Bradley, each control 25 percent of the voting interests of NPG.  David controls 33.33 percent of the voting interests of NPG; and David’s children, Katherine Bradley Bowlin, Stephane Bradley, and David Bradley, III, each control 5.56 percent of the voting interests of NPG. Each foregoing member of the Bradley Family holds his or her respective voting interests in one or more individual trusts, which he or she controls as trustee as follows: % CONTROL TRUST TRUSTEE OF NPG Brian A. Bradley Trust Brian Bradley 10.83% 25% Hank & Vickie Bradley 2012 Irrevocable Trust Brian Bradley 14.16% for Brian A. Bradley Eric A. Bradley Trust Eric Bradley 10.83% 25%

News-Press & Gazette Co. FCC Form 312 Exhibit E Hank & Vickie Bradley 2012 Irrevocable Trust Eric Bradley 14.16% for Eric A. Bradley David R. Bradley, Jr. Trust David Bradley, Jr. 33.33% Katherine Bradley Bowlin Trust Katherine Bradley Bowlin 5.56% Stephane S. Bradley Trust Stephane Bradley 5.56% David R. Bradley, III Trust David Bradley, III 5.56% The instant application (along with a series of other applications) is being filed out of an abundance of caution to establish control with the individual members of the Bradley Family, as set forth above, to the extent that Henry or David might be deemed to have control, whether de facto or de jure, over NPG.1 Following is a graphical depiction of the pro forma transfer of control: BEFORE TRANSFER OF CONTROL 50 Percent Control 50 Percent Control Henry Bradley David Bradley, Jr. (50%) (50%) Brian Bradley Eric Bradley Katherine Bradley Stephane Bradley David Bradley, III (0%) (0%) (0%) (0%) (0%) 1 NPG hired its current FCC regulatory counsel relatively recently. New counsel assisted NPG with its FCC Form 323 biennial ownership reports for the first time in late 2015, and the reports correctly reflect the ownership structure described herein. NPG is filing this application (and related applications) as a precautionary measure as a result of the discovery of inadvertent discrepancies in NPG’s prior reports which may otherwise cause confusion over NPG’s ownership structure.

News-Press & Gazette Co. FCC Form 312 Exhibit E AFTER TRANSFER OF CONTROL 50 Percent Control 50 Percent Control Henry Bradley David Bradley, Jr. (0%) (33.33%) Brian Bradley Eric Bradley Katherine Bradley Stephane Bradley David Bradley, III (25%) (25%) (5.56%) (5.56%) (5.56%) For reference purposes, the qualifications of each member of the Bradley Family set forth herein were last approved on a “long-form” application by the Commission on December 17, 2015, in FCC File Number BALH-20150423AAW, in connection with the assignment of the license for KRDO-FM, Colorado Springs, Colorado, to Pikes Peak Television, Inc. This is a pro forma transfer of control because (1) the transfer is not a substantial one, and (2) the Commission has passed upon all of the individuals who control voting interests of NPG. See In re Barnes Enterprises, Inc., 55 FCC Rcd 721 (1975) (governing Media Bureau licenses, which are a principal component of the instant transaction). Since this application is being filed as a precautionary measure, there is no written agreement concerning this pro forma transfer. ***

News-Press & Gazette Co. FCC Form 312 Exhibit E CHANGES IN INTERESTS AS A RESULT OF TRANSFER Interest Held Names and Addresses Citizenship Before Transfer After Transfer % of Votes % of Assets % of Votes % of Assets Henry H. Bradley U.S. 50% 6% 0% 0% Brian A. Bradley, as trustee of the Brian A. Bradley Trust and the Hank & Vickie Bradley U.S. 0% 20% 25% 24% 2012 Irrevocable Trust for Brian A. Bradley Eric A. Bradley, as trustee of the Eric A. Bradley Trust and the Hank & Vickie Bradley U.S. 0% 20% 25% 24% 2012 Irrevocable Trust for Eric A. Bradley David R. Bradley, Jr., individually and as trustee of U.S. 50% 5% 33.33% 1% the David R. Bradley, Jr. Trust Katherine Bradley Bowlin, as trustee of the Katherine U.S. 0% 15% 5.56% 16% Bradley Bowlin Trust Stephane S. Bradley, as trustee of the Stephane S. U.S. 0% 15% 5.56% 16% Bradley Trust David R. Bradley, III, as trustee of the David R. Bradley, U.S. 0% 15% 5.56% 16% III Trust *****


Document Created: 2016-04-20 12:38:15
Document Modified: 2016-04-20 12:38:15
© 2024 FCC.report
This site is not affiliated with or endorsed by the FCC