Attachment Exhibit E

This document pretains to SES-T/C-INTR2019-00647 for Transfer of Control on a Satellite Earth Station filing.


                                                                           Comprehensive Exhibit
                                                                                    January 2019


I.     OVERVIEW OF TRANSACTION AND ASSOCIATED APPLICATIONS

        This application is one of a number of FCC applications requesting Commission consent
to the acquisition of the outstanding equity interests of Tribune Media Company ("Tribune"), the
ultimate parent of the licensees of 41 full-power television stations, one AM radio station and
related other FCC licenses, by Nexstar Media Group, Inc. ("Nexstar") in a cash merger
transaction (the "Transaction"). At the conclusion of the Transaction, Nexstar will be the direct
 100% parent of Tribune and the indirect 100% parent of Tribune's licensee subsidiaries.
Corporate structure charts illustrating the before and after structures of the merging companies
are provided in Attachment A-I and Attachment A-2 hereto.

        On January 7, 2019, Nexstar and Tribune filed a series of applications seeking consent to
the Transaction in connection with the various Part 73 and Part 74 television broadcast licenses
held by subsidiaries of Tribune (the "Broadcast Applications"). The instant application is one of
several applications being filed for consent to the Transaction with respect to certain non-
broadcast licenses held by Tribune subsidiaries. Further information regarding the Transaction
can be found in the Broadcast Applications.

        The proposed Transaction will increase Nexstar's operational efficiencies and capabilities
in serving the public, allowing for expanded news coverage and enhanced service to local
communities, and maintain current levels of competition and diversity in local television markets
while creating opportunities for new entrants in a number of those markets. For these reasons,
the Transaction strongly serves the public interest, and the applicants urge the Commission to
promptly process and grant the associated applications.

II.    DESCRIPTION OF TRANSACTION

        The Transaction is an acquisition by Nexstar of all outstanding Tribune equity interests in
a cash merger transaction. Titan Merger Sub, Inc., a wholly-owned subsidiary ofNexstar, will
merge with and into Tribune, with Tribune continuing as the surviving entity (the "Merger").
Upon the consummation of the Merger, each share of Tribune common stock issued and
outstanding immediately prior to the effective time of the Merger will be converted into the right
to receive $46.50 in cash, and Tribune will become a wholly-owned subsidiary ofNexstar.

III.   PARTIES TO THE APPLICATIONS

         Upon the closing of the Transaction, Nexstar will remain a publicly traded company. As
a result, the number of shares held by anyone shareholder is subject to change at any time.
Currently, no Nexstar shareholder owns a 5% or greater voting interest, or 20% or greater voting
interest to the extent such investor is an investment company under 15 U.S.C. § 80a-3. To the
extent that Nexstar learns that any other shareholder obtains an attributable interest during the
pendency of this application, the applicants will submit an appropriate amendment. The current
officers and directors ofNexstar are listed below.


                                  NEXSTAR MEDIA GROUP, INC.

         Name I Address              Citizenship        Positional Interest          Percent of Percent of
                                                                                       Votes·   Total Assets
 Nexstar Media Group, Inc.
                                      Delaware              Transferee
 545 E. John Carpenter Freeway,                                                        NIA          NIA
                                     Corporation
 Suite 700 Irvine. Texas 75062
 Pen)' Sook                                            Chairman of the Board,
 545 E. John Carpenter Freeway,          U.S.            President, CEO &              2.3%        2.3%
 Suite 700 Irving, Texas 75062                              Shareholder
 Thomas Carter
                                                          Executive Vice
 545 E. John Carpenter Freeway,          U.S.                                            O           O
                                                         President & Chief
 Suite 700 Irving, Texas 75062
                                                         Financial Officer
 El izabeth Ryder                                         Executive Vice
 545 E. John Carpenter Freeway,          U.S.            President, General              O           O
 Suite 700 Irvine. Texas 75062                          r",m~ol   /& C;:pt'rpt"r\l
 Brett Jenkins                                            Executive Vice
 545 E. John Carpenter Freeway,          U.S.            President & Chief               O           O
                                                        Technology Officer
 Suite 700 Irvine. Texas 75062
 Blake Russell                                            Executive Vice
 545 E. John Carpenter Freeway,          U.S.                President,                  O           O
 Suite 700 Irving, Texas 75062                         Content & Operations
 Dione Rigsby                                              Vice President,
 545 E. John Carpenter Freeway,          U.S.               Technology                   O           O
 Suite 700 Irvine Texas 75062
 Randall Bradford
                                                           Vice President,
 545 E. John Carpenter Freeway,
                                         U.S.           Financial Operations             O           O
 Suite 700 Irving, Texas 75062
 Patrick Cusick
                                                           Vice President,
 545 E. John Carpenter Freeway,
                                         U.S.             Controller, Taxes              O           O
 Suite 700 Irving, Texas 75062
 Terri Bush
                                                       Senior Vice President,
 545 E. John Carpenter Freeway,
                                         U.S.             Director of HR                 O           O
 Suite 700 Irving, Texas 75062
                                                         Vice President of
 Charles W. Pautsch
                                                       Labor & Employment
 545 E. John Carpenter Freeway,          U.S.                                            O           O
                                                        Relations, Associate
 Suite 700 Irving, Texas 75062                                 Counsel
 Geoff Armstrong
 cio Nexstar Media Group, Inc.           U.S.                 Director                   O           O
 545 E. John Carpenter Freeway,
 Suite 700 Irvinz Texas 75062




1 Percentage of votes is as of September 30, 2018 (the last SEC reporting period for which
information is available). In addition, certain of the officers and directors (other than Mr. Sook)
collectively hold approximately 0.5% of votes and assets.


                                                   2


             Name / Address                      Citizenship       Positional   Interest   Percent of    Percent of
                                                                                             Votes!     Total Assets
 Dennis J. FitzSimons
                                                     U.S.
 c/o Nexstar Media Group, Inc.                                           Director              O             O
 545 E. John Carpenter Freeway,
 Suite 700 Irvine Texas 75062
 J ay Grossman
 c/o Nexstar Media Group, Inc.                       U.S.                Director              O             O
 545 E. John Carpenter Freeway,
 Suite 700 Irvine: Texas 75062
 Lisbeth R. McNabb
 c/o Nexstar Media Group, Inc.                       U.S.                Director              O             O
 545 E. John Carpenter Freeway,
 ~l1itp   700 Ir vin   c   Tpyl'l~   7<;0¡:;')
 Thomas McMillen
 c/o Nexstar Media Group, Inc.                       U.S.                Director              O             O
 545 E. John Carpenter Freeway,
 Suite 700 Irvine: Texas 75062
 Dennis Miller
 c/o Nexstar Media Group, Inc.                       U.S.                Director              O             O
 545 E. John Carpenter Freeway,
 Suite 700 Irvine: Texas 75062
 John Muse
 c/o Nexstar Media Group, Inc.                       U.S.                Director              O             O
 545 E. John Carpenter Freeway,
 Suite 700 Irving, Texas 75062
 I. Martin Pompadour
 c/o Nexstar Media Group, Inc.                       U.S.                Director              O             O
 545 E. John Carpenter Freeway,
 Suite 700 Irving, Texas 75062


        Upon the closing of the Transaction, Nexstar will be the ultimate parent of Tribune
Media Company. Corporate structure charts illustrating the before and after structures of the
merging companies can be found in Attachment A-I and Attachment A-2. Nexstar does not
anticipate any changes in the board of directors or officers ofNexstar. It is anticipated that the
officers and directors of Tribune Media Company and all of its direct and indirect subsidiaries
will be as follows:




                                                               3


     OFFICERS AND DIRECTORS OF POST -MERGER TRIBUNE MEDIA COMPANY
                       (and direct and indirect subsidiaries)

           Name / Address            Citizenship      Positional Interest         % of           %of
                                                                                  Votes       Total Assets

    Perry Sook
    545 E. John Carpenter Freeway,       U.S.             President and CEO,        O               O
    Suite 700                                                   Director
    Irving, Texas 75062
    Thomas Carter
    545 E. lohn Carpenter Freeway,       U.S.               Executive Vice          O               O
    Suite 700                                              President & CFO
    Irving, Texas 75062
    Elizabeth Ryder
    545 E. John Carpenter Freeway,       U.S.                                       O               O
                                                              Secretary
    Suite 700
    Irving, Texas 75062

IV.       PENDING APPLICATIONS AND CUT-OFF RULES

          It is intended that the applications filed in connection with the Transaction include all of
the licenses and other authorizations held by the respective Tribune license subsidiaries. The
license subsidiaries of Tribune may now have on file, and may hereafter file, additional requests
for authorizations for new or modified facilities that may be granted before the Commission
takes action on the above-described transfer/assignment applications. Accordingly, the
applicants request that Commission approval of the applications filed in connection with the
Transaction include (1) any authorization issued to Tribune or any of its subsidiaries while the
Transaction is pending before the Commission and during the period required for consummation
of the Transaction, and (2) any applications filed by Tribune or any of its subsidiaries that are
pending at the time of consummation. Inclusion of authorizations issued while the Transaction is
pending and during the consummation period, and applications pending at the time of
consummation, are both consistent with prior Commission decisions.?

         Additionally, pursuant to Sections 1.927(h), 1.929(a)(2), and 1.933(b) ofthe
Commission's Rules, to the extent necessary, Nexstar requests a blanket exemption from any
applicable cut-off rules in cases where Nexstar files 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.


2 See, e.g., Applications of AT&T Inc. and Celico Partnership d/b/a Verizon Wireless, Memorandum Opinion and
Order, 25 FCC Red 8704, 8773, ~ 165 (2010); 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 Red
21522, 21626, ~275 (2004).



                                                      4


       Grant of this request would be consistent with prior Commission decisions that routinely
have granted a blanket exemption in cases involving multiple-license transactions.'




3See, e.g., Applications of PacifiCorp Holdings, Inc., and Century Telephone Enterprises, Inc. for Consent to Transfer
Control of Pacific Telecom, Inc., Memorandum Opinion and Order, 13 FCC Red 8891, 8915-16, ~ 47 (1997);
Applications of NYNEX Corp. and Bell Atlantic Corp., Memorandum Opinion and Order, 12 FCC Red 19985,20092,
~ 234 (1997).


                                                          5


    ATTACHMENT      A-I

Pre-Merger Ownership Charts




            A-l


                                                                     January 2019
                                                                   Attachment A-I

                       Tribune Media Company
                   Pre-Merger Corporate Structure


                            Tribune Media
                               Company



     100%                                            100%


Tribune Broadcasting                     Tribune Broadcasting
    Company, LLC                            Company II, LLC

     100%                                            100%



                                               Local TV
                                             Holdings, LLC


                             100%                                        100%


                                                                  Foxco
                             Local TV, LLC
                                                             Acquisition, LLC

                             100%                                        100%


                                Local TV                         Foxco
                             Finance, LLC               Acquisition Sub, LLC

                             100%                                        100%


                                                                    ,r


Licensee Subsidiaries    Licensee Subsidiaries           Licensee Subsidiaries


                                   January 2019
                                 Attachment A-I
     Nexstar Media Group
Pre-Merger Corporate Structure


         Nexstar Media
          Group, Inc.

                    100%


           Nexstar
       Broadcasting, Inc.


                    100%


               ,~

          FCC Licenses


    ATTACHMENT      A-2

Post-Merger Ownership Chart




            A-2


                                                                                  -
                                                                         January 2019
                                                                       Attachment A-2

                  Combined Post-Merger Company Structure



                                      Nexstar Media
                                       Group, Inc.

                                             I
                   100%   I                                                       100%

                 Tribune Media                                          Nexstar
                    Company                                        Broadcasting, Inc.


                          I
    100% ~------------------~100%


Tribune Broadcasting          Tribune Broadcasting
    Company, LLC                 Company II, LLC

    100%                                 100%



                                    Local TV
                                  Holdings, LLC


                   100%                               100%

                                                  Foxco
                  Local TV, LLC
                                             Acquisition, LLC

                   100%                               100%


                    Local TV                       Foxco
                  Finance, LLC             Acquisition Sub, LLC

                   100%                               100%                        100%


                                                                           , I'


       Tribune Direct and Indirect Licensee Subsidiaries          Nexstar FCC Licenses



Document Created: 2019-04-15 21:40:32
Document Modified: 2019-04-15 21:40:32

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