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CHI:2044610.15
 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)
AFFIDAVIT OF MARK D. MOYER, CHIEF RESTRUCTURING OFFICEROF ZIFF DAVIS MEDIA INC., IN SUPPORT OF FIRST DAY MOTIONS
STATE OF NEW YORK )) ss:COUNTY OF NEW YORK )Mark D. Moyer, being duly sworn, deposes and states:
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.
 
 
CHI:2044610.15
 21.
 
I am the Chief Restructuring Officer of Ziff Davis Media Inc. (“Ziff DavisMedia”), Ziff Davis Development Inc., Ziff Davis Holdings Inc., Ziff Davis IntermediateHoldings Inc., Ziff Davis Internet Inc., Ziff Davis Publishing Inc., and Ziff Davis PublishingHoldings Inc., all corporations organized under the laws of the State of Delaware (collectively,the “Debtors”). In this capacity, I am generally familiar with the Debtors’ day-to-day operations,business and financial affairs, and books and records.2.
 
On the date hereof (the “Petition Date”), each of the Debtors filed a voluntarypetition with the Court under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”). The Debtors are operating their businesses and managing theirproperty as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.No request for the appointment of a trustee or examiner has been made in these chapter 11 cases,and no official committees have been appointed or designated. Concurrently with the filing of this First Day Affidavit, the Debtors have sought procedural consolidation and jointadministration of these chapter 11 cases.3.
 
To enable the Debtors to minimize the adverse effects of the commencement of these chapter 11 cases on their businesses, the Debtors have requested various types of relief intheir “first day” motions and applications (each, a “First Day Motion”). The First Day Motionsseek relief intended to allow the Debtors to effectively transition into chapter 11 and minimizedisruption of the Debtors’ business operations, thereby preserving and maximizing the value of the Debtors’ estates. I am familiar with the contents of each First Day Motion (including theexhibits and schedules thereto), and I believe that the relief sought in each First Day Motion:(a) is necessary to enable the Debtors to operate in chapter 11 with minimal disruption or loss of 
 
 
CHI:2044610.15
 3productivity and value; (b) constitutes a critical element to achieving a successful reorganizationof the Debtors; and (c) best serves the Debtors’ estates and creditors’ interests.4.
 
Except as otherwise indicated, all facts set forth herein are based upon mypersonal knowledge of the Debtors’ operations and finances, information learned from myreview of relevant documents, and information supplied to me by other members of the Debtors’management and the Debtors’ advisors. I am authorized to submit this Affidavit on behalf of theDebtors, and, if called upon to testify, I could and would testify competently to the facts set forthherein.5.
 
Part I of this Affidavit describes the Debtors’ businesses, their capital andcorporate structures and the circumstances surrounding the commencement of these chapter 11cases. Part II sets forth the relevant facts in support of each of the First Day Motions.
2
Part IIIprovides the information required by Local Bankruptcy Rule 1007-2.
PART II.
 
OVERVIEW OF THE DEBTORS’ BUSINESS OPERATIONSA.
 
Corporate Structure
6.
 
Ziff Davis Media is a wholly-owned indirect subsidiary of Ziff Davis HoldingsInc. (“Ziff Davis Holdings”), a Delaware corporation. Ziff Davis Holdings is the ultimate parentof a group of affiliated companies that includes each of the Debtors and foreign non-Debtoraffiliates (collectively, the “Company”). Ziff Davis Holdings is majority owned by variousinvestment funds managed by Willis Stein & Partners Management III, L.L.C. (“Willis Stein”), aprivate equity firm. Ziff Davis Media is the principal operating company, owns the Debtors'principal assets and is obligor with respect to the Debtors' principal liabilities. A chart reflecting
2Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the relevant First Day Motion.
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