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David Neier (DN 5391) Carey D. Schreiber (CS 3896) WINSTON & STRAWN LLP 200 Park Avenue New York, New York 10166 Telephone: (212) 294-6700 Facsimile: (212) 294-4700 and Mark K. Thomas (pro hac vice pending) Daniel McGuire (pro hac vice pending) Mindy D. Cohn (pro hac vice pending) WINSTON & STRAWN LLP 35 West Wacker Drive Chicago, Illinois 60601 Telephone: (312) 558-5600 Facsimile: (312) 558-5700 Proposed Counsel to the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re Ziff Davis Media Inc., et al.,1 Debtors. ) ) Chapter 11 ) ) ) Case No. 08-__________(___) ) Jointly Administered )



Mark D. Moyer, being duly sworn, deposes and states:


The Debtors in these cases include: Ziff Davis Media Inc.; Ziff Davis Development Inc.; Ziff Davis Holdings Inc.; Ziff Davis Intermediate Holdings Inc.; Ziff Davis Internet Inc.; Ziff Davis Publishing Inc.; and Ziff Davis Publishing Holdings Inc.



I am the Chief Restructuring Officer of Ziff Davis Media Inc. (Ziff Davis

Media), Ziff Davis Development Inc., Ziff Davis Holdings Inc., Ziff Davis Intermediate Holdings Inc., Ziff Davis Internet Inc., Ziff Davis Publishing Inc., and Ziff Davis Publishing Holdings 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 voluntary

petition with the Court under chapter 11 of title 11 of the United States Code, 11 U.S.C. 1011532 (the Bankruptcy Code). The Debtors are operating their businesses and managing their property 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 joint administration 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 in their first day motions and applications (each, a First Day Motion). The First Day Motions seek relief intended to allow the Debtors to effectively transition into chapter 11 and minimize disruption 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 the exhibits 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


productivity and value; (b) constitutes a critical element to achieving a successful reorganization of 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 my

personal knowledge of the Debtors operations and finances, information learned from my review 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 the Debtors, and, if called upon to testify, I could and would testify competently to the facts set forth herein. 5. Part I of this Affidavit describes the Debtors businesses, their capital and

corporate structures and the circumstances surrounding the commencement of these chapter 11 cases. Part II sets forth the relevant facts in support of each of the First Day Motions.2 Part III provides the information required by Local Bankruptcy Rule 1007-2. PART I I. OVERVIEW OF THE DEBTORS BUSINESS OPERATIONS A. 6. Corporate Structure Ziff Davis Media is a wholly-owned indirect subsidiary of Ziff Davis Holdings

Inc. (Ziff Davis Holdings), a Delaware corporation. Ziff Davis Holdings is the ultimate parent of a group of affiliated companies that includes each of the Debtors and foreign non-Debtor affiliates (collectively, the Company). Ziff Davis Holdings is majority owned by various investment funds managed by Willis Stein & Partners Management III, L.L.C. (Willis Stein), a private 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


Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the relevant First Day Motion.


the corporate structure of Ziff Davis Media and its Debtor and non-Debtor affiliates is attached hereto as Exhibit A. 7. Ziff Davis Holdings was formed in 2000 by Willis Stein and its other

shareholders to acquire certain publishing assets. In April 2000, Ziff Davis Media through Ziff Davis Holdings acquired the assets comprising the publishing division of ZD Inc., an unrelated company, for approximately $780 million. Substantially all of the Companys operations are conducted through Ziff Davis Media. B. 8. Description of the Debtors Business Operations The Company is an integrated media company serving the technology and The Company provides comprehensive labs-based review, purchasing

videogame markets.

recommendations, and analysis of certain technology and videogame products to over 26 million individuals each month through their portfolio of 16 websites, three (3) award-winning magazines, and direct marketing services. The Company manages its business through two business segments: the PCMag Network and the 1UP Network. 9. PCMag Network. The Companys PCMag Network provides technology

purchasing information and recommendations specifically targeted to individual consumer and small and medium business technology purchasers. The Companys PCMag Network reaches millions of technology purchasers annually through its monthly publication of PC Magazine, its maintenance of certain consumer-oriented websites, including principally pcmag.com and extremetech.com, and its annual consumer electronics convention. 10. The PCMag Network through its print and Internet publications provides

extensive and detailed technology product reviews as a result of conducting labs-based product analysis and testing. Upon completion of such analysis and testing, the Company publishes its testing results and makes recommendations to its subscribers and other readers. Additionally, 4CHI:2044610.15

through its publications, the PCMag Network assists individual and small business technology purchasers in obtaining the best possible price and service options in connection with their technology purchases. 11. The Companys revenues are comprised primarily of advertising, subscription and

circulation revenues. As a result, the Companys revenues are highly dependent, in part, on the ability of the PCMag Network to provide technology product information to the highest possible number of individual, small and medium business consumers. 12. As of December 2007, the Debtors determined that approximately 6.7 million Further, PC

individuals review the PCMag Networks Internet publications each month.

Magazine maintains an average readership per issue of approximately 4.4 million individuals. Approximately 60% of the Companys total revenues from continuing businesses in 2007, or $46 million, were obtained from the operations of the PCMag Network. 13. 1UP Network. The Companys 1UP Network maintains print and Internet

publications that provide videogame users with videogame product reviews and news regarding the videogame industry. Additionally, in connection with their Internet publications, the 1UP Network allows readers to enter and form discussions groups and other social networking forums, thereby providing videogame users with a community medium through which such users can obtain and discuss the latest videogame products. 14. The Companys 1UP Network has reached millions of videogame users through

its annual print publications of Electronic Gaming Monthly and Games for Windows, and related Internet sites, consisting primarily of 1UP.com and Filefront.com. As of December 2007, the Debtors determined that approximately 22.9 million individuals review the 1UP Network's


Internet publications each month. Further, the aggregate (unduplicated) readership per issue for the two print publications is approximately 6.5 million individuals. 15. The readership of the 1UP Networks publications consists primarily of males

between the ages of 18 and 34, which represent a significant advertising demographic. Accordingly, the 1UP Networks publications offer advertisers access to this significant advertising demographic. As this demographic prefers to obtain its information from Internet sources, the Company has been able to increase the advertising revenues generated from the 1UP Networks Internet publications. The total revenues generated by the 1UP Network in 2007 were approximately $26.5 million. C. 16. Sale of the Debtors Enterprise Group Prior to the summer of 2007, the Company managed a third business segment:

the Enterprise Group. The Enterprise Group provided extensive analysis, proprietary research, and evaluations of technology products and systems that impact company-wide information technology systems and operations. The