Attachment Exhibit E

This document pretains to SES-T/C-INTR2019-01392 for Transfer of Control on a Satellite Earth Station filing.


                                                                                               Exhibit E

                                      Description of Transaction

Gray Television, Inc. (“Gray”), through various subsidiaries, holds FCC licenses for the television
stations listed herein (“FCC Licenses”). Currently, Gray is the sole shareholder of WVLT-TV, Inc.
(“WVLT”) and Gray Media Group, Inc. (formerly known as Raycom Media, Inc., “GMGI”). WVLT in
turn is the sole shareholder of Gray Television Group, Inc. (“GTGI”), which is the sole member of Gray
Television Licensee, LLC. (“Gray Licensee”). GMGI is the sole shareholder of the following licensee
entities: Raycom Media Licensee, LLC (“Raycom Licensee”); WXIX License Subsidiary, LLC; KNIN
License Subsidiary, LLC; WBRC License Subsidiary, LLC; WFLX License Subsidiary, LLC; WVUE
License Subsidiary, LLC; and KYOU Raycom License Subsidiary, LLC. (collectively, the “Raycom Fox
Licensees”).
This application seeks Commission consent to the pro forma reorganization of Gray to streamline its
ownership structure. Specifically, the Raycom Fox Licensees will assign their FCC licenses to Raycom
Licensee. 1 Next, GTGI will merge into GMGI, and GMGI will survive. Immediately thereafter, Gray
Licensee will merge into Raycom Licensee, and Gray Licensee will survive. Consequently, upon
consummation of these pro forma transactions, Gray will remain the sole shareholder of WVLT and
GMGI, and GMGI will be the sole member of Gray Licensee.
The current ownership structure of Gray is depicted on Figure 1, and the proposed ownership structure is
depicted on Figure 2.
Upon consummation of the pro forma transactions described in this application and the footnoted
applications, the attributable interests in the FCC Licenses will continue to be held in the same
proportions and by the same persons who were previously approved to hold those ownership interests.
Accordingly, this transaction involves no substantial change in the beneficial ownership of the Licensees
and use of the FCC Form 316 is appropriate. Gray’s qualifications were most recently passed upon by the
Commission in connection with its acquisition of Raycom Media, Inc.2 Because this transaction is being
undertaken solely for internal corporate purposes, there are no agreements relevant to this transfer.
Additional information concerning the officers and directors of Gray and its subsidiaries is provided
below.

1
  Applications seeking the Commission’s consent to the assignment of the FCC Licenses from the Raycom Fox
Licensees to Raycom Licensee are on file. See BALCDT-20190102ABO, BALCDT-20190102ABL, BALCDT-
20190102ABK, BALCDT-20190102ABM, BALCDT-20190102ABN, BALCDT-20190102ABI.
2
  See BALCDT-20180709ACP, BAL-20180709ACQ, BALCDT-20180709ADP, BAL-20180709ADQ, BAL-
20180709ADR, BALCDT-20180709ACS, BALCDT-20180709ABP, BTCCDT-20180709ABN, BALCDT-
20180709AEW, BALCDT-20180709AEX, BALCDT-20180709ADD, BALCDT-20180709ACZ, BALCDT-
20180709ACH, BALH-20180709ACI, BAL-20180709ACJ, BALCDT-20180709ADY, BALCDT-20180709ADZ,
BALCDT-20180709AEA, BALCDT-20180709AEB, BAL-20180709AEC, BAL-20180709AED, BAL-
20180709AEE, BALCDT-20180709ACV, BALCDT-20180709ADB, BALCDT-20180709ABT, BALCDT-
20180709ABV, BALCDT-20180709ADF, BALH-20180709ADG, BALCDT-20180709ADH, BAL-20180709ADI,
BAL-20180709ADJ, BALCDT-20180709ABZ, BAL-20180709ACA, BAL-20180709ACB, BTCCDT-
20180709ABS, BALCDT-20180709ADM, BALCDT-20180709ADU, BALCDT-20180709ADW, BALCDT-
20180709AFB, BALCDT-20180709AEU, BTCCDT-20180709ACG, BALCDT-20180709ABQ, BALCDT-
20180709ABR, BALCDT-20180709ABY, BALCDT-20180709AEG, BALCDT-20180709ADT, BALCDT-
20180709ADK, BALCDT-20180709ACC, BALCDT-20180709ACE, BALCDT-20180709ACU, BALCDT-
20180709ACY, BTCCDT-20180709ACL, BALCDT-20180709ACF, BTCCDT-20180709ACO, BALCDT-
20180709ACD


The following charts provide the ownership information for the ownership structure of Gray Television,
Inc. following consummation of the pro forma transaction.
                                   Gray Television Licensee, LLC


      1     Gray Television Licensee, LLC               Gray Media Group, Inc.
            4370 Peachtree Road, NE                     4370 Peachtree Road, NE
            Atlanta, GA 30319                           Atlanta, GA 30319
      2     Delaware Limited Liability Company          Delaware Corporation
      3     N/A                                         Sole Member
      4     N/A                                         100%
      5     N/A                                         N/A


   Name                          Citizenship     Positional Interest   % Votes        % Total
                                                                                      Assets
   Hilton H. Howell, Jr.         US              Director/Officer      0%             0%
   D. Patrick LaPlatney          US              Director/Officer      0%             0%
   Kevin P. Latek                US              Director/Officer      0%             0%
   James C. Ryan                 US              Officer               0%             0%
   Robert J. Folliard, III       US              Officer               0%             0%
   Ellenann Yelverton            US              Officer               0%             0%
   Robin Collins                 US              Officer               0%             0%


                                        Gray Media Group, Inc.
                                      (formerly Raycom Media, Inc.)

      1     Gray Media Group, Inc.                      Gray Television, Inc.
            4370 Peachtree Road, NE                     4370 Peachtree Road, NE
            Atlanta, GA 30319                           Atlanta, GA 30319
      2     Delaware Corporation                        Georgia Corporation
      3     N/A                                         Sole Shareholder
      4     N/A                                         100%
      5     N/A                                         N/A


   Name                          Citizenship     Positional Interest   % Votes        % Total
                                                                                      Assets
   Hilton H. Howell, Jr.         US              Director/ Officer     0%             0%
   D. Patrick LaPlatney          US              Director/Officer      0%             0%
   Kevin P. Latek                US              Director/Officer      0%             0%


The individuals listed below are officers of Gray Media Group, Inc. and U.S. Citizens. They hold no
voting interest or percentage of the total assets.

      James C. Ryan                  Mark Gentner                    Debbie Bush
      Robert J. Folliard, III        Michele D. Godard               Daniel Cates
      Ellenann Yelverton             Chris Gross                     Chris Conroy
      Bob Smith                      Liz Haltiwanger                 Ronna Corrente
      Nick Waller                    Jasmine Hardin                  Scott Dempsey
      Sandy Breland                  Annette Heath                   Eric Duncan
      Dave Burke                     Nancy Johnson                   Mike Elrod
      Matt Jaquint                   Eric Krebs                      Ted Fortenberry
      Mike King                      Allan Lancaster                 Collin Gaston
      Nick Matesi                    Kelly Landeen                   Kym Grinnage
      Greg McCastle                  Steve Lavin                     John Heislman
      Chris Mossman                  Kim Lee                         Jay Hiett
      J. Bradley Streit              Ken Long                        Tim Ingram
      Mike Braun                     Laura Long                      Daniel Jackson
      Becky Meyer                    Brian McDonough                 Jama Killingworth
      John C. Alexander              Neil Middleton                  Brent McClure
      Rick Burns                     Matt Moran                      Mark Mendenhall
      Robin Collins                  Brad Moses                      Sarah Miles
      Greg Conklin                   Terry McHugh                    Jonathan Mitchell
      Jackson S. Cowart, IV          Tim Myers                       Kelvin Mize
      Sabra Cowart                   Mike Oates                      Erik Schrader
      Mike Fass                      John O’Brien                    Lyle Schulze
      Jan Goldstein                  Brad Odil                       Joe Sciortino
      Mike Jones                     Heather Peeples                 Ken Selvaggi
      Vance F. Luke                  Debbie Petersmark               Larry Sibermann
      Becky Sheffield                Thom Pritz                      Kathy Silk
      Diane Wilson                   Matt Pumo                       Pat Stacey
      Karen Youger                   Sasha Purciful                  Holly Steuart
      Jeff Anderson                  Sue Ramsett                     Dave Thomason
      Jay Barton                     Rick Rhoades                    John Ware
      Jim Beck                       Barry Schumaier                 Hatton Week
      James Berman                   Andrew Stewart                  Rick William
      Spencer Bienvenu               Stacey Stewart                  Tim DeFazio
      Shannon Booth                  Don Vesely                      Matt Eldredge
      Roger Brokke                   Pete Veto                       Chris Fedele
      Ulysses Carlini                Tim Walker                      Chris Fry
      Julia Campbell                 James Wareham                   Bruce Austin
      Alan Chatman                   Tregg White                     Jeffrey Benninghoff
      Tim Coles                      Mike Wright                     Rick Blangiardi
      Don Davis                      Luis Villarreal                 Mark Bunting
      Rick Dean                      Josh Young


                                             Gray Television, Inc.
The following individuals or entities are an officer, director or hold an attributable interest in Gray
Television, Inc.

Name                                Citizenship     Positional Interest      % Votes             % Total Assets
Harriet J. Robinson3                US              Owner                    28.32%              6.37%
Hilton H. Howell, Jr.4              US              Director/ Officer        6.66%               1.86%
Atlantic American Corporation5      US              Owner                    6.0%                1.1%
Richard L. Boger                    US              Director                 Less than 1%        Less than 1%
T.L.(Gene) Elder                    US              Director                 Less than 1%        Less than 1%
Luis A. Garcia                      US              Director                 Less than 1%        Less than 1%
Richard B. Hare                     US              Director                 Less than 1%        Less than 1%
Robin R. Howell                     US              Director                 Less than 1%        Less than 1%
Howell W. Newton                    US              Director                 Less than 1%        Less than 1%
Hugh E. Norton                      US              Director                 Less than 1%        Less than 1%
Elizabeth R. Neuhoff                US              Director                 Less than 1%        Less than 1%
D. Patrick LaPlatney                US              Director/Officer         Less than 1%        Less than 1%
Paul McTear                         US              Director                 Less than 1%        Less than 1%
Rick Burns                          US              Officer                  Less than 1%        Less than 1%
Robin Collins                       US              Officer                  Less than 1%        Less than 1%
Kevin P. Latek                      US              Officer                  Less than 1%        Less than 1%
James C. Ryan                       US              Officer                  Less than 1%        Less than 1%
Bob Smith                           US              Officer                  Less than 1%        Less than 1%
Nick Waller                         US              Officer                  Less than 1%        Less than 1%
Jackson S. Cowart, IV               US              Officer                  Less than 1%        Less than 1%
Sabra Cowart                        US              Officer                  Less than 1%        Less than 1%
Robert J. Folliard, III             US              Officer                  Less than 1%        Less than 1%
Vance F. Luke                       US              Officer                  Less than 1%        Less than 1%
Jan Goldstein                       US              Officer                  Less than 1%        Less than 1%
Becky Sheffield                     US              Officer                  Less than 1%        Less than 1%
Ellenann Yelverton                  US              Officer                  Less than 1%        Less than 1%


3
           The attributable ownership interest reported herein for Harriet Robinson includes:
(i) her ownership of Class A Common Stock (ten votes each share) and Class B Common Stock (one vote each
share);
(ii) the stock held in trust for children or grandchildren; and
(iii) shares held by companies controlled by Mrs. Robinson that own both Class A Common and Class B Common
Stock of Gray except Atlantic American Corporation, which is reported separately above.

4
           The attributable ownership interest reported herein for Hilton H. Howell, Jr. includes:
(i) his individual ownership of Class A Common Stock (ten votes each share) and Class B Common Stock (one vote
each share); and
(ii) the stock owned by his wife, Robin R. Howell, and children.
It is not represented that Mrs. Howell’s media interests are independently held and not subject to common influence
or control. See In re Clarification of Commission Policies Regarding Spousal Attribution, Policy Statement, 7 FCC
Rcd 1920, para. 1 (finding that “spouses’ media interests will not be attributed where the spouses’ disclosures
confirm that such media interests are independently held and are not subject to common influence or control.”)
5
         Atlantic American Corporation is controlled by Mrs. Robinson who owns more than 50% of the stock of
this corporation.


                                   Figure 1

                               Current Structure



                       Gray Television, Inc.




     WVLT-TV, Inc.                           Gray Media Group, Inc.
                                         (formerly Raycom Media, Inc.)




Gray Television Group, Inc.               Raycom Media            KNIN License
                                          Licensee, LLC          Subsidiary, LLC



                                         WBRC License             WFLX License
     Gray Television                     Subsidiary, LLC          Subsidiary, LLC
     Licensee, LLC


                                          WVUE License            KYOU Raycom
                                          Subsidiary, LLC             License
                                                                  Subsidiary, LLC


                                           WXIX License
                                          Subsidiary, LLC


          Figure 2


    Post-Reorganization



    Gray Television, Inc.




   Gray Media Group, Inc.




Gray Television Licensee, LLC



Document Created: 2019-02-22 10:08:10
Document Modified: 2019-02-22 10:08:10

© 2019 FCC.report
This site is not affiliated with or endorsed by the FCC