Ad Hoc Group of Senior Secured Noteholders and Official Committee of Unsecured Creditors Agree to Ziff Davis Media's Plan of Reorganization.Company Expects To Emerge From Bankruptcy in June 2008 NEW YORK New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of -- Ziff Davis Media (Ziff Davis Media Inc., New York, www.ziffdavis.com) A leading integrated media company that serves the computer, videogame and consumer lifestyle markets. Its offerings include PC Magazine and the PCMag.com Network, which includes PCMag.com, ExtremeTech. Inc. ("Ziff Davis Ziff Davis Inc. (ZD) is an American magazine publisher and Internet Information company. It was founded in 1927 in Chicago by William B. Ziff, Sr. and Bernard G. Davis. Throughout most of its history, it was a publisher of hobbyist magazines, often ones devoted to expensive, " or the "Company"), an indirect wholly-owned subsidiary of Ziff Davis Holdings Inc., announced today that it has reached an agreement with an ad hoc For this purpose. Meaning "to this" in Latin, it refers to dealing with special situations as they occur rather than functions that are repeated on a regular basis. See ad hoc query and ad hoc mode. group of holders of more than 80% in principal amount of its Senior Secured Floating Rate Notes (the "Senior Secured Notes") and the Official Committee of Unsecured Creditors Unsecured Creditor An individual or institution that lends money without obtaining specified assets as collateral. This poses a higher risk to the creditor because they have nothing to fall back on should the borrower default on the loan. A debenture holder is an unsecured creditor. (the "Official Committee") on a consensual CONSENSUAL, civil law. This word is applied to designate one species of contract known in the civil laws; these contracts derive their name from the consent of the parties which is required in their formation, as they cannot exist without such consent. 2. plan of reorganization (the "Plan") that substantially de-leverages Ziff Davis' balance sheet by converting over $428 million in funded indebtedness to (a) new common stock of reorganized re·or·gan·ize v. re·or·gan·ized, re·or·gan·iz·ing, re·or·gan·iz·es v.tr. To organize again or anew. v.intr. To undergo or effect changes in organization. Ziff Davis Media and (b) a new note that will not exceed $57.5 million. The Plan was filed with the Court today. The Plan provides Ziff Davis with sufficient cash to fund its exit from Chapter 11 as well as its ongoing business plan. Additionally, the Plan provides for two pools of cash for distribution to general unsecured creditors. The Official Committee includes both trade creditors and holders of well over 60% of the Company's unsecured subordinated notes, which notes aggregate approximately $186 million. As previously announced, the ad hoc noteholder group has agreed to set aside up to $24.5 million to fund the Company's operations during the Chapter 11 case as well as after the Company emerges from Chapter 11. "We are pleased to have achieved one of our long-standing goals to reach a consensual agreement with both our Senior Secured Noteholders and the Official Committee of Unsecured Creditors," said Jason Young, Chief Executive Officer of Ziff Davis Media. "The Plan reflects their confidence in the strength of our business and our ability to unlock the underlying value in the Company. We believe that today's Plan agreement provides the highest value and best outcome for all constituents and leaves us with a strong, de-levered balance sheet." "I would like to thank our customers, partners and employees for their continued loyalty to Ziff Davis throughout this process," continued Mr. Young. "We are poised to capitalize on Cap´i`tal`ize on` v. t. 1. To turn (an opportunity) to one's advantage; to take advantage of (a situation); to profit from; as, to capitalize on an opponent's mistakes s>. the recent digital momentum that we are experiencing, as shown through the unique visitor growth in the first quarter, which grew by more than 20% over the first quarter of last year. We look forward to emerging quickly from Chapter 11 so that we can put our complete focus on operating our business and continuing our strong digital momentum." Ziff Davis will ask the Bankruptcy Court bankruptcy court n. the specialized Federal court in which bankruptcy matters under the Federal Bankruptcy Act are conducted. There are several bankruptcy courts in each state, and each one's territory covers several counties. to confirm the Plan in June 2008, and expects to emerge from bankruptcy shortly thereafter. The Plan has not been approved by the Bankruptcy Court. As a result, the Plan may be materially modified before approval. More information about Ziff Davis' reorganization, including the Plan and Disclosure Statement, are available at www.bmcgroup.com. This release is not intended as a solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual for a vote on the Plan. About Ziff Davis Holdings Inc. Ziff Davis Holdings Inc. is the ultimate parent company of Ziff Davis Media Inc. Ziff Davis Media Inc. (www.ziffdavis.com) is a leading integrated media company serving the technology and videogame markets. Ziff Davis currently reaches over 26 million people a month through its portfolio of 15 websites, three award-winning magazines, consumer events and direct marketing services. The company is headquartered in New York and also has offices and labs in San Francisco San Francisco (săn frănsĭs`kō), city (1990 pop. 723,959), coextensive with San Francisco co., W Calif., on the tip of a peninsula between the Pacific Ocean and San Francisco Bay, which are connected by the strait known as the Golden . Ziff Davis exports its brands internationally in 45 countries and 13 languages. Forward-Looking Statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. Except for historical information contained herein, the statements made in this release including anticipated future revenues and operating results, cash balances and cost savings, constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements are subject to certain risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking statements. Such risks and uncertainties include risks associated with our existing defaults under our compounding notes and senior secured notes, a potential deterioration de·te·ri·o·ra·tion n. The process or condition of becoming worse. of our business due to our current restructuring efforts, a potential deterioration of the economic climate in general or with respect to the markets in which we operate, risks associated with new business investments, acquisitions, competition and seasonality and the other risks discussed in the Company's Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. and other filings made with the Securities and Exchange Commission (which are available from the Company or at http://www.sec.gov), which discussions are incorporated in this release by reference. These forward-looking statements speak only as of the date of this release. After the issuance of this release, the Company might come to believe that certain forward-looking statements contained in this release are no longer accurate. The Company shall not have any obligation to release publicly any corrections or revisions to any forward-looking statements contained in this release. No assurances may be given that the Court will approve the Plan described above or that the Plan will be implemented as described or at all. |
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