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ZIFF DAVIS MEDIA REACHES AGREEMENT TO RESTRUCTURE SENIOR SECURED DEBT

7 March 2008 334 supporters No Comment

ZIFF DAVIS MEDIA REACHES AGREEMENT TO RESTRUCTURE SENIOR SECURED DEBTNEW YORK, March 5, 2008 – Ziff Davis Media Inc. (“Ziff Davis” 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 group of holders of more than 80% in principal amount of its Senior Secured Floating Rate Notes (the “Senior Secured Notes”) on the terms of a restructuring to reduce substantially the Company’s funded indebtedness.

In order to implement the restructuring and permanently improve its capital structure, Ziff Davis and certain of its affiliates today elected to file Chapter 11 petitions in the U.S. Bankruptcy Court for the Southern District of New York (the “Court”). The Company intends to implement the restructuring through a pre-arranged plan of reorganization that the Company shortly intends to file. The Company intends to seek Court approval of the pre-arranged plan as soon as possible. Ziff Davis expects operations to continue as usual during the reorganization process and expects to emerge from Chapter 11 this summer.

Importantly, as part of the restructuring, 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. These funds, together with the Company’s current cash reserves and cash flow from operations, will be sufficient to fund its operations during the reorganization process. In addition, the restructuring, if approved by the Court, will result in a substantial de-leveraging of the Company’s balance sheet. Specifically, $225 million (principal amount) of senior secured indebtedness (including the Senior Secured Notes) will be exchanged for a new $57.5 million (maximum face amount) senior secured note and at least 88.8% of the common stock in the reorganized Company. The restructuring provides for 11.2% of the reorganized Company’s common stock to be distributed to holders of the Company’s subordinated unsecured notes if the class of such holders votes to accept the restructuring. Holders of the Company’s subordinated, unsecured notes have not yet agreed on the restructuring; however, the Company believes the restructuring plan can be approved by the Court without their agreement.

Jason Young, Chief Executive Officer of Ziff Davis Media, said “This agreement underscores our Senior Secured Noteholders’ confidence in our ability to position ourselves for continued profitable growth. Today’s restructuring agreement goes a long way towards resolving the burdens of a debt load and capital structure established seven years ago, during a leveraged buyout of the Company.”

“Operationally, we are also making great progress,” continued Mr. Young. “As a result of our employees’ hard work, we ended 2007 on a strong note. We matched audience growth with impressive digital revenue expansion. And while the print market continued to be challenging, we continue to be print category leaders in the markets we serve.”

Ziff Davis also announced that, despite good faith negotiations with certain of its subordinated unsecured noteholders, the Company has been unable to reach a consensual agreement with such holders. The Company intends to work with its constituencies, including its subordinated unsecured noteholders, throughout the Chapter 11 process.

“In light of the progress we have made with our senior secured creditors, and after careful consideration of all of our alternatives, we have concluded that a court-supervised process will accelerate – and finalize – our restructuring while helping to ensure that current business operations continue,” added Mr. Young. “Through this process, we will improve our capital structure and align it with the size of our current business operations. We have great strength in our industry leading brands and products and we believe that this restructuring will allow us to unlock the underlying value of our businesses and achieve our true growth potential.”

In conjunction with today’s filing, the Company filed a variety of customary “first day” motions to support its employees and vendors during the reorganization process. As part of these motions, the Company has asked the Court for permission to continue paying employee wages and salaries and to provide employee benefits without interruption. Additionally, during the restructuring process, vendors and business partners should expect to be paid for post-filing goods sold and services rendered to the Company in the ordinary course of business.

Ziff Davis has retained Alvarez & Marsal as financial and restructuring advisor and Winston & Strawn LLP as legal counsel to provide professional services in connection with these restructuring efforts. The ad hoc noteholder group is advised by Houlihan Lokey Howard & Zukin and Paul, Weiss, Rifkind, Wharton & Garrison LLP.

Additional information about Ziff Davis Media’s restructuring is available at the Company’s website www.ziffdavis.com. For access to Court documents and other general information about the Chapter 11 cases, please visit www.bmcgroup.com.




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