061016gawkerPET .pdf

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Doc 1

Filed 06/10/16

Entered 06/10/16 12:44:05
Pg 1 of 24

Main Document

Fill in this information to Identify your case:
United States Bankruptcy Court for the:
SOUTHERN DISTRICT OF NEW YORK
Case number (if known)

-------------------------------

Chapter

11

D

Check if this an
amended filing

Official Form 201

Voluntary Petition for Non-Individuals Filing for Bankruptcy

4/16

If more space is needed, attach a separate sheet to this form. On the top of any additional pages, write the debtor's name and case number (if known).
For more information, a separate document, Instructions for Bankruptcy Forms for Non-Individuals, is available.

1.

Debtor's name

Gawker Media, LLC

2.

All other names debtor
used in the last 8 years

FDBA
FDBA
FDBA
FDBA

Include any assumed
names, trade names and
doing business as names

Gawker Sales, LLC
Gawker Entertainment, LLC
Gawker Technology, LLC
Blogwire, Inc.

3.

Debtor's federal
Employer Identification
Number {EIN)

20-3040492

4.

Debtor's address

Principal place of business

Mailing address, if different from principal place of
business

114 5th Ave.
2nd Floor
New York, NY 10011
Number, Street, City, State & ZIP Code

P.O. Box, Number, Street, City, State & ZIP Code

New York

Location of principal assets, if different from principal
place of business

County

Number, Street, City, State & ZIP Code

5.

Debtor's website {URL)

6.

Type of debtor

Official Form 201

_www:.c. .: .: . :.:. :·.s.9.=a..:. :wc:.k:.=e.:.cr.:. :c-=o..:. :mc:. _____________________________________________________________________



Corporation {including Limited Liability Company {LLC) and Limited Liability Partnership {LLP))

D
D

Partnership {excluding LLP)
Other. Specify:

Voluntary Petition for Non-Individuals Filing for Bankruptcy

page 1

16-11700-smb

Debtor

7.

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Case number (if known)

Gawker Media, LLC
Name

Describe debtor's business

Main Document

------------------------------

A. Check one:
D Health Care Business (as defined in 11 U.S.C. § 101(27A))
D Single Asset Real Estate (as defined in 11 U.S.C. § 101(51B))
D Railroad (as defined in 11 U.S.C. § 101(44))
D Stockbroker (as defined in 11 U.S.C. § 101(53A))
D Commodity Broker (as defined in 11 U.S.C. § 101{6))
D Clearing Bank (as defined in 11 U.S.C. § 781(3))


None of the above

B. Check all that apply
D Tax-exempt entity {as described in 26 U.S.C. §501)
D Investment company, including hedge fund or pooled investment vehicle {as defined in 15 U.S.C. §80a-3)
D Investment advisor (as defined in 15 U.S.C. §80b-2(a)(11))
A

"'";

'

',

\

;'

C. NAICS {North American Industry Classification System) 4-digit code that best describes debtor.
See http:ffwww.uscourts.gov/four-digit-national-association-naics-codes.

8129
8.

Under which chapter of the
Bankruptcy Code is the
debtor filing?

Check one:

D Chapter?
D Chapter9


Chapter 11. Check all that apply.
D

Debtor's aggregate noncontingent liquidated debts (excluding debts owed to insiders or affiliates)
are less than $2,566,050 (amount subject to adjustment on 4/01119 and every 3 years after that).

D

The debtor is a small business debtor as defined in 11 U.S.C. § 101{51 D). If the debtor is a small
business debtor, attach the most recent balance sheet, statement of operations, cash-flow
statement, and federal income tax return or if all of these documents do not exist, follow the
procedure in 11 U.S.C. § 1116(1 )(B).

D

A plan is being filed with this petition.

D

Acceptances of the plan were solicited prepetition from one or more classes of creditors, in
accordance with 11 U.S.C. § 1126(b).

D

The debtor is required to file periodic reports (for example, 1OK and 1OQ) with the Securities and
Exchange Commission according to § 13 or 15(d) of the Securities Exchange Act of 1934. File the
attachment to Voluntary Petition for Non-Individuals Filing for Bankruptcy under Chapter 11
{Official Form 201A) with this form.

D

The debtor is a shell company as defined in the Securities Exchange Act of 1934 Rule 12b-2.

D Chapter 12

9.

Were prior bank·ruptcy
cases filed by or against
the debtor within the last 8
years?



No.

DYes.

If more than 2 cases, attach a
separate list.

District
District

10. Are any bankruptcy cases
pending or being filed by a
business partner or an
affiliate of the debtor?
List all cases. If more than 1,
attach a separate list

When

-------------

Case number

-------------------- When - - - - - - - - - - - - - Case number

DNo
•Yes.

Debtor
District

Official Form 201

--------------------

See Attachment

Relationship

----------------------------------------------------------- When - - - - - - - - - Case number, if known

Voluntary Petition for Non-Individuals Filing for Bankruptcy

page2

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Debtor

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Case number (if known)

Gawker Media, LLC
Name

11. Why is the case filed in
this district?

12. Does the debtor own or
have possession of any
real property or personal
property that needs
immediate attention?

Main Document

------------------------------

Check all that apply:



Debtor has had its domicile, principal place of business, or principal assets in this district for 180 days immediately
preceding the date of this petition or for a longer part of such 180 days than in any other district.

0

A bankruptcy case concerning debtor's affiliate, general partner, or partnership is pending in this district.



No

0

Yes.

Answer below for each property that needs immediate attention. Attach additional sheets if needed.
Why does the property need immediate attention? (Check all that apply.)

0

It poses or is alleged to pose a threat of imminent and identifiable hazard to public health or safety.
What is the hazard?

0
0
0

It needs to be physically secured or protected from the weather.
It includes perishable goods or assets that could quickly deteriorate or lose value without attention (for example,
livestock, seasonal goods, meat, dairy, produce. or securities-related assets or other options).
Other

Where is the property?
Number. Street, City, State & ZIP Code
Is the property insured?

ONo

0

Yes.

Insurance agency
Contact name
Phone

Statistical and administrative information

13. Debtor's estimation of
available funds

14. Estimated number of
creditors

15. Estimated Assets

16. Estimated liabilities

Official Form 201

Check one:



Funds will be available for distribution to unsecured creditors.

0

After any administrative expenses are paid, no funds will be available to unsecured creditors.

0
0
0

1-49
50-99
100-199



200-999

0
0
0
0
0
0
0
0

0
0
0

1,000-5,000
5001-10,000
10,001-25,000

0
0
0

25,001-50,000
50,001-100,000
More than100,000

$0 - $50,000
$50,001 - $100,000
$100,001-$500,000
$500,001 - $1 million

0
0

$1,000,001 - $10 million
$10,000,001-$50 million



0

$50,000,001-$100 million
$100,000,001 - $500 million

0
0
0
0

$500,000,001 - $1 billion
$1,000,000,001 - $10 billion
$10,000,000,001 -$50 billion
More than $50 billion

$0- $50,000
$50,001 -$100,000
$100,001-$500,000
$500,001 - $1 million

0
0
0

$1,000,001 - $10 million
$10,000,001 -$50 million
$50,000,001 - $100 million



$100,000,001-$500 million

0
0
0
0

$500,000,001 - $1 billion
$1,000,000,001 - $10 billion
$10,000,000,001 -$50 billion
More than $50 billion

Voluntary Petition for Non-Individuals Filing for Bankruptcy

page 3

16-11700-smb

Debtor

-

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Entered 06/10/16 12:44:05
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Case number (if known)

Gawker Media, LLC
Name

Main Document

----------------- - ------------

Request for Relief, Declaration, and Signatures
WARNING-- Bankruptcy fraud is a serious crime . Making a false statement in connection with a bankruptcy case can result in fines up to $500,000 or
imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571.

17. Declaration and signature
of authorized
representative of debtor

The debtor requests relief in accordance with the chapter of title 11, United States Code, specified in this petition.
I have been authorized to file this petition on behalf of the debtor.
I have examined the information in this petition and have a reasonable belief that the information is trued and correct.
I declare under penal! of perjury that the foregoing is true and correct.
Executed on

G
William Holden
Printed name

Title

Chief Restructuring Officer

Date

18. Signature of attorney

e>c../ Ott !1.01 C.

~M~M
~
/~
0~
0~/~
Y~
Y~
Y~
Y-------

Gregg M . Galardi
Printed name
Ropes & G ra~-=L=-=L::.:.P_____________________________________
Firm name

1211 Avenue of the Americas
New York, NY 10036-8704
Number, Street, City, State & ZIP Code
Contact phone

212-596-9000

Email address

gregg.galardi@ropesgray.com

4535506
Bar number and State

Official Form 201

Vo luntary Petition fo r Non-Individua ls Filin g for Bankruptcy

page 4

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Main Document

GAWKER MEDIA LLC

June 9, 2016

I, Nicholas G.A. Denton, Manager of Gawker Media LLC, a Delaware limited liability company
(the "Company"), do hereby certify the following:
1. I am the duly qualified and appointed Manager of the Company.
2. Attached hereto as Exhibit A is a true, correct, and complete copy of the written consent
(the "Resolutions") duly adopted by the sole member of the Company acting pursuant to
the Second Amended and Restated Operating Agreement of the Company, as amended
by that certain Amendment No. 3 to the Operating Agreement of Gawker Media LLC,
dated as of June 7, 2016 (as amended, amended and restated, modified, supplemented or
replaced from time to time, the "Operating Agreement").
3. The Resolutions are not inconsistent with the Operating Agreement.
4. The Resolutions have not been amended, modified, repealed, or rescinded since adopted,
and are in full force and effect on and as of the date hereof.

57131232_1

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Main Document

IN WITNESS WHEREOF, the unders.igned has executed this certificate as of the date
first written above,

By: Nicholas Denton
Title: Manag(.!r

(Signature Page to Gawker Media l..LC Resolutions Certificate!

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EXHIBIT A

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RESOLUTIONS OF THE MANAGEMENT
OF GAWKER MEDIA LLC

WHEREAS, the sole member (the "Member") and the manager (the "Manager" and,
together with the Member, the "Management") of Gawker Media LLC (the "Company"), a
Delaware limited liability company, do hereby consent to the taking ofthe following actions and
does hereby adopt the following resolutions;
Chapter 11 Filing

RESOLVED: That in the judgment of the Management of the Company, it is desirable and in
the best interests of the Company, its creditors, and other parties in interest, that
the Company file or cause to be filed a voluntary petition for relief (the
"Chapter 11 Case") under the provisions of chapter II of title 11 of the United
States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for
the Southern District ofNew York (the-"Bankruptcy Court").
RESOLVED: That any officer of the Company, including the Chief Executive Officer, the
President or the Chief Restructuring Officer (collectively, the "Authorized
Officers") be, and hereby are, authorized to execute and file on behalf of the
Company a chapter 11 petition for relief in the Bankruptcy Court.
RESOLVED: That any Authorized Officer of the Company, acting alone or with one or more
other Authorized Officers be, and hereby are, authorized to execute and file on
behalf of the Company all schedules, lists and other papers or documents, and to
take any and all action which they deem reasonable, advisable, expedient,
convenient, necessary or proper to obtain chapter 11 relief, including, without
limitation, any action necessary to maintain the ordinary course operation of the
Company's business.
Retention of Professionals

RESOLVED: That the Authorized Officers be, and they hereby are, and each of them acting
singly is, authorized to employ the law firm of Ropes & Gray LLP as bankruptcy
counsel to represent and assist the Company in carrying out its duties under the
Bankruptcy Code, and to take any and all actions to advance the Company's
rights and obligations, including filing any pleadings; and in connection
therewith, the Authorized Officers be, and they are, and each of them acting
singly is, authorized to execute appropriate retention agreements, pay appropriate
retainers prior to and immediately upon filing of the Chapter 11 Case, and cause
to be filed an appropriate application for authority to retain the services of Ropes
& GrayLLP.
'
RESOLVED: That the Authorized Officers be, and they hereby are, and each of them acting
singly is, authorized to employ and retain the firm of Opportune LLP (including

57131232_1

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Main Document

for William Holden of Opportune to serve as the Company's Chief Restructuring
Officer), to provide management services, in accordance with the terms of an
engagement agreement between the Company and Opportune, LLP (the
"Opportune Services Agreement"), to represent and assist the Company in
carrying out its duties under the Bankruptcy Code and to take any and all actions
to advance the Company's rights and obligations; and in connection therewith, the
Authorized Officers be, and they are, and each of them acting singly is, authorized
to negotiate the final terms of the Oppotiune Services Agreement, execute the
Services Agreement, and cause to be filed an appropriate application for authority
to retain the services of Opportune LLP.
RESOLVED: That the Authorized Officers be, and they hereby are, and each ofthem acting
singly is, authorized to employ and retain the firm of Houlihan Lokey Capital,
Inc. ("Houlihan Lokey"), as investment banker in accordance with the terms of an
engagement agreement between the Company and Houlihan Lokey (the "HL
Services Agreement") to represent and assist the Company in carrying out its
duties under the Bankruptcy Code, and to take any and all actions to advance the·
Company's rights and obligations; and in connection therewith, the Authorized
Officers be, and they are, and each of them acting singly is, authorized to
negotiate the final terms of the HL Services Agreement, execute the HL Services
Agreement, and cause to be filed an appropriate application for authority to retain
the services ofHoulihan Lokey.
RESOLVED: That the Authorized Officers be, and they hereby are, and each ofthem acting
singly is, authorized to employ and retain the firm of Prime Clerk LLC as notice,
claims, and balloting agent and as administrative advisor to represent and assist
the Company in carrying out its duties under the Bankruptcy Code, and to take
any and all actions to advance the Company's rights and obligations; and in
connection therewith, the Authorized Officers be, and they are, and each of them
acting singly is, authorized to negotiate the final terms ofPrime Clerk LLC's
retention, execute appropriate retention agreements, and cause to be filed an
appropriate application for authority to retain the services of Prime Clerk LLC.
RESOLVED: That the Authorized Officers be, and they hereby are, and each ofthem acting
singly is, authorized to employ any other professionals to assist the Company in
carrying out its duties under the Bankruptcy Code; and in connection therewith,
each of the Authorized Officers, with power of delegation, is hereby authorized
and directed to execute appropriate retention agreements, pay appropriate
retainers, and to cause to be filed an appropriate application for authority to retain
the services of any other professionals as necessary.

57131232_1


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