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CHI:2041833.8
 
David Neier (DN 5391)Carey D. Schreiber (CS 3896)WINSTON & STRAWN LLP200 Park AvenueNew York, New York 10166Telephone: (212) 294-6700Facsimile: (212) 294-4700andMark K. Thomas (
 pro hac vice
pending)Daniel McGuire (
 pro hac vice
pending)Mindy D. Cohn (
 pro hac vice
pending)WINSTON & STRAWN LLP35 West Wacker DriveChicago, Illinois 60601Telephone: (312) 558-5600Facsimile: (312) 558-5700Proposed Counsel to the Debtors and Debtors inPossession
UNITED STATES BANKRUPTCY COURTSOUTHERN DISTRICT OF NEW YORK
)In re: ) Chapter 11)Ziff Davis Media Inc., et al.,
1
)) Case No. 08-__________(___)Debtors. ) Jointly Administered)
MOTION OF THE DEBTORS FOR AN ORDER AUTHORIZING THE DEBTORSTO REJECT A CERTAIN UNEXPIRED LEASE OF NONRESIDENTIALREAL PROPERTY EFFECTIVE AS OF THE PETITION DATE
The above-captioned debtors (collectively, the “Debtors”) hereby move the Court,pursuant to this motion (this “Motion”), for the entry of an order, substantially in the formattached hereto as
Exhibit A
, authorizing the Debtors to reject a certain unexpired lease of 
1The Debtors in these cases include: Ziff Davis Media Inc.; Ziff Davis Development Inc.; Ziff Davis Holdings Inc.; Ziff Davis IntermediateHoldings Inc.; Ziff Davis Internet Inc.; Ziff Davis Publishing Inc.; and Ziff Davis Publishing Holdings Inc.
 
 2
CHI:2041833.8
 
nonresidential real property effective as of the Petition Date (as defined herein). In support of this Motion, the Debtors respectfully state as follows:
Jurisdiction
1.
 
The Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and1334. This matter is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2).2.
 
Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.3.
 
The statutory bases for the relief requested herein are sections 105(a) and 365(a)of the Bankruptcy Code, 11 U.S.C. §§ 101–1532 (the “Bankruptcy Code”), Rules 6006 and 9019of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rule 6006–1 of theLocal Rules for the United States Bankruptcy Court for the Southern District of New York (the “Local Bankruptcy Rules”).
Background
4.
 
On the date hereof (the “Petition Date”), each of the Debtors filed a voluntarypetition for relief with the Court under chapter 11 of the Bankruptcy Code. The Debtors areoperating their businesses and managing their property as debtors in possession pursuant tosections 1107(a) and 1108 of the Bankruptcy Code. No request for the appointment of a trusteeor examiner has been made in these chapter 11 cases. No official committees have beenappointed or designated.5.
 
The Debtors’ corporate and capital structures are not complicated. Debtor Ziff Davis Media Inc. (“Ziff Davis Media”) is the principal operating company among a group of affiliated companies that includes each of the Debtors and foreign non-Debtor affiliates(collectively, the “Company”). Ziff Davis Media owns the Company’s principal assets and isobligor with respect to the Company’s principal liabilities. Ziff Davis Media is the issuer of thefollowing notes: (a) $205 million of senior secured floating rate notes due 2012 (the “Senior
 
 3
CHI:2041833.8
 
Secured Floating Rate Notes”); (b) $20.6 million of additional secured notes due 2012 (togetherwith the Senior Secured Floating Rate Notes, the “Senior Secured Notes”); (c) $152.5 million of senior subordinated compounding notes due 2009; and (d) $12.3 million of 12% seniorsubordinated notes due 2010. The Senior Secured Notes are secured by substantially all of theDebtors’ assets. The other Debtors (other than Ziff Davis Intermediate Holdings, Inc.)guaranteed all of the note obligations.6.
 
As set forth in the First Day Affidavit,
2
the Debtors and their non-debtor affiliatesare an integrated media company serving the technology and videogame markets. The Debtorsprovide comprehensive labs-based review, purchasing recommendations, and analysis of certaintechnology and videogame products to over 26 million individuals each month through theirportfolio of 16 websites, three (3) award-winning magazines, and direct marketing services.7.
 
The Debtors historically managed their business through three (3) segments: thePCMag Network; the Enterprise Group; and the 1UP Network. In July 2007, the Debtors soldthe Enterprise Group to Enterprise Media Group, Inc., an unrelated party formed by InsightVenture Partners, for an aggregate cash purchase price of approximately $150 million.
3
TheDebtors continue to provide technology and videogame product review services through thePCMag Network and 1UP Network. As of December 31, 2007, the Debtors had approximately266 employees. Additionally, as of December 31, 2007, the Debtors' books reflected debtobligations of approximately $500 million and assets (including goodwill) of approximately$313 million.
2The facts and circumstances supporting this Motion are set forth in the Affidavit of Mark D. Moyer, Chief Restructuring Officer of Ziff Davis Media Inc. in Support of First Day Motions (the "First Day Affidavit"), filed contemporaneously herewith.3The net sale proceeds in the amount of approximately $118.7 million (net of fees and expenses) are currently being held in a segregatedaccount.
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