Vice Ch11petition Declaration

23-10738-jpm Doc 3 Filed 05/15/23 Entered 05/15/23 02:38:38 Main Document
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UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK
In re: Chapter 11
VICE GROUP HOLDING INC., et al. Case No. 23-10738 (__)
Debtors.1 (Joint Administration Requested)
DECLARATION OF FRANK A. POMETTI IN SUPPORT

OF THE DEBTORS’ CHAPTER 11 PETITIONS AND FIRST DAY RELIEF
I, Frank A. Pometti, hereby declare under penalty of perjury:
1. I am the Chief Restructuring Officer (“CRO”) of Vice Group Holding Inc.
(“Vice Parent”) and the debtors and debtors-in-possession (collectively with Vice Parent,
the “Debtors”) in the above captioned chapter 11 cases (the “Chapter 11 Cases”) and a
partner and managing director of AlixPartners, LLP. I have been authorized by the
Debtors to submit this declaration (the “Declaration”) on their behalf.
2. I have more than 20 years of financial and operational experience,
specializing in assisting distressed and underperforming companies in all areas of
operational and financial restructuring. Over my career, I have advised debtors,
creditors, investors, and court-appointed officers in multiple chapter 11 and out-of-court
matters, spanning a wide range of industries. I have a bachelor’s degree from The United
States Military Academy at West Point and a master’s degree in business administration
from the Columbia School of Business.
1
The last four digits of Debtor Vice Group Holding Inc.’s tax identification number are 4250. Due to the
large number of debtors in these chapter 11 cases, a complete list of the debtor entities and the last four
digits of their federal tax identification numbers is not provided herein. A complete list of such
information may be obtained on the website of the Debtors’ claims and noticing agent at
https://https://cases.stretto.com/vice/. The location of the Debtors’ service address for purposes of
these chapter 11 cases is: 49 South 2nd Street, Brooklyn, NY 11249.
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3. Except as otherwise indicated, the facts set forth in this Declaration are
based upon my personal knowledge of the Debtors’ operations, capital structure and
financial condition; my review of the relevant documents; input I received from members
of the AlixPartners (as defined below) team, other advisors to the Debtors, and the
Debtors’ management; and my opinions derived from my experience and knowledge as
a restructuring professional. If called upon to testify, I would testify competently to the
facts set forth herein.
4. On December 28, 2022, the Debtors engaged AP Services, LLC, an affiliate
of AlixPartners LLP (together with its affiliates, including AP Services, LLC,
“AlixPartners”), to assist it in various matters relating to the Debtors’ financial
obligations, including the maturity of Senior Secured Term Loans (as defined below). In
connection with the Debtors’ engagement of AlixPartners, I became the Debtors’ CRO.
As CRO, I have led various restructuring and cash preservation initiatives for the Debtors
and their non-debtor affiliates (collectively, the “Company” or “VICE”), and also played
a leading role in overseeing preparations for the commencement of these Chapter 11
Case. Through those roles, I have become familiar with the Debtors’ operations, day-to-
day business affairs and books and records.
5. I submit this Declaration on behalf of the Debtors in support of: (a) the
Debtors’ voluntary petitions (collectively, the “Petitions”) for relief that they filed under
chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy
Code”) on the date hereof (the “Petition Date”); and (b) the “first-day” pleadings that are
being filed contemporaneously herewith (collectively, the “First Day Pleadings”). I have
reviewed the Petitions and the First Day Pleadings and believe that the filing of the
Petitions and the relief sought in the First Day Pleadings are in the best interests of the
Debtors’ estates, creditors, and other parties in interest, and are necessary to preserve and
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maximize the value of the Debtors’ estates. Moreover, I believe that the relief sought by
the First Day Pleadings is properly tailored with the intention of minimizing the adverse
effects of the commencement of these Chapter 11 Cases on the Debtors’ businesses and
operations.
6. As described in greater detail below, VICE grew rapidly from a niche
magazine into a global media company that focuses on content centered around news
and culture, serving a largely global youth audience. VICE currently reaches its audience
in multiple formats including editorial, digital and social video, experiential events,
commercials, music videos, scripted and unscripted television, feature documentaries,
and movies. VICE distributes the content it creates across multiple distribution channels,
including owned and operated digital platforms, social platforms, advertising-based and
subscription video on demand streaming services, broadcast and cable television, live
events, and experiential campaigns.
7. Like many other growth companies in the media and technology sectors,
VICE has been cash flow negative for the past several years. As a result, VICE relied on
external funding, raising both debt and equity capital to fuel its rapid growth and to fund
expenses in certain parts of its businesses. Although these fund-raising efforts helped to
finance VICE’s growth, they ultimately led to the Company being burdened by a highly
leveraged and unusually complex capital structure.
8. As current market dynamics trended against the Debtors, the substantial
funded debt obligations, dividend requirements from its various classes of preferred
stock, and other non-operational expenses and obligations, severely constrained liquidity
and interfered with VICE’s ability to raise additional capital. The lack of liquidity was
particularly problematic for VICE given the ongoing capital requirements arising from
the fact that the majority of its businesses operate across platforms that require near
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constant innovation and adaption to new technologies, and the development of content
which requires upfront investment and often takes multiple years to generate returns.
9. As described in greater detail below, the liquidity strain caused by VICE’s
lack of profitability was further exacerbated late last year by the maturity of both the
Senior Secured Term Loans (as defined below) and the Senior Subordinated Notes (as
defined below). Following an unsuccessful sale process that the Debtors conducted in
the summer and autumn of 2022—which itself followed efforts to pursue a SPAC
transaction in 2021 that the Company ultimately decided to forgo—on December 12, 2022,
the Debtors, the prepetition term lenders (the “Prepetition Term Lenders”) under that
certain Amended and Restated Credit and Guaranty Agreement, dated November 4, 2019
(as amended, restated, or supplemented, the “Prepetition Senior Secured Credit
Agreement”) and Fortress Credit Corp., as administrative agent under the Senior Secured
Credit Agreement (the “Prepetition Administrative Agent”), entered into a forbearance
agreement (the “Initial Forbearance Agreement”), whereby the Prepetition Term Lenders
and the Prepetition Administrative Agent agreed to forbear from taking enforcement
actions under the Prepetition Senior Secured Credit Agreement through December 15,
2022 (the “Initial Forbearance Period”). On December 27, 2022, the Debtors, the
Prepetition Term Lenders and the Prepetition Administrative Agent entered into a
second temporary forbearance agreement (the “Second Forbearance Agreement”), which
further extended the forbearance period, and, among other things, required my
appointment as CRO.
10. The Second Forbearance Agreement was followed by the entry into a
further forbearance agreement among the Debtors and Prepetition Term Lenders, dated
January 12, 2023 (the “Third Forbearance Agreement”). The Third Forbearance
Agreement extended the forbearance period through May 12, 2023. In connection with
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the Third Forbearance Agreement, the Debtors and the Prepetition Term Lenders entered
into that certain Incremental Agreement and Amendment No. 25 to Amended and
Restated Credit and Guaranty Agreement, dated January 25, 2023 (the “Incremental
Credit Amendment”). The Incremental Credit Amendment amended the Prepetition
Senior Secured Credit Agreement to allow the Debtors to access up to an aggregate
principal amount of $30 million of new Senior Secured Term Loans (the “2023 Multi-
Draw Term Loans”).2 The milestones set forth in the Third Forbearance Agreement
required, among other things, that (i) the Debtors initiate a new process to solicit bids to
sell substantially all of their assets, and (ii) Vice Parent appoint two new independent
directors (selected by the Prepetition Term Lenders) to its board of directors, who
together with an existing independent board member, formed a special committee of the
board (the “Special Committee”). The forbearance period under the Third Forbearance
Agreement has terminated for failure to satisfy the milestones contained therein.
11. Having just launched a sale process in accordance with the Third
Forbearance Agreement (the “Prepetition Marketing Process”) in January 2023, the
Debtors again faced a severe liquidity crunch. This was primarily caused by a delay in
the receipt of a quarterly payment for the production of content for VICE World News
(“VWN”) of approximately $34 million (the “Q1 VWN Payment”) that was due in mid-
January under the Debtors’ agreements with GMN Cayman Ltd (“GMNC”). Without
having received the Q1 VWN Payment, the Company was forced to draw upon the 2023
Multi-Draw Term Loan far sooner than expected, and this ultimately led to the Debtors
2
Amendment No. 28 to Amended and Restated Credit and Guaranty Agreement, dated March 22, 2023,
allowed the Debtors to access an additional $10 million of 2023 Multi-Draw Term Loans and
Amendment No. 31 to Amended and Restated Credit and Guaranty Agreement, dated April 21, 2023,
allowed the Debtors to access an additional $3 million of 2023 Multi-Draw Term Loans.
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requesting and obtaining advances beyond the original commitments under the 2023
Multi-Draw Term Loan.
12. Ultimately, on February 13, 2023, the Debtors received a notice from GMNC
(the “VWN Termination Notice”) of its intention to terminate for convenience the master
services agreement (the “VWN MSA”) governing the VWN relationship and trigger its
wind-down provisions. The impact of termination of the VWN relationship on the
entirety of VICE’s businesses was substantial. While the sale process continued, the
Debtors began to assess the implications of the termination of the VWN MSA and explore
options to restructure the Company. In parallel, efforts were also pursued to find a
replacement counterparty to the VWN MSA. To address the loss of the VWN MSA, the
Debtors, with the assistance of their advisors, determined that the best path forward was
to implement a number of structural changes to the Company to mitigate the impact of
the loss of the VWN contract. These changes included refocusing resources in the
Company’s news division in favor of its television series and documentary businesses
and other digital businesses, while reorganizing its business structure to streamline its
overhead. As the Company sought to begin its operational restructuring, it also re-
launched a sale and marketing campaign and negotiated a settlement of amounts due to
the Debtors from GMNC arising out of its failure to make the Q1 VWN Payment and the
delivery of VWN Termination Notice.
13. The negotiations with GMNC initially focused on an agreement for an
immediate payment of a full cash settlement. An initial understanding was reached fairly
rapidly for an immediately payable cash settlement, and the parties reached an informal
understanding on the terms required to document their agreement. Despite that
progress, GMNC delayed in executing a signed agreement, and ultimately sought to
impose new terms, and to break the agreed upon amount into multiple payments. The
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delay in the receipt of payments from GMNC caused significant hardship to the Debtors
by delaying the Company’s ability to reorganize, added to the financial strain on the
Company in a material manner, and created a large strain on the Prepetition Marketing
Process.
14. Ultimately, on April 26, 2023, Vice Parent, and certain Debtors entered into
a Termination Deed with GMNC and certain of its affiliates (the “Termination Deed”) in
which GMN Cayman HoldCo LLC (“GMNH”) agreed to make two payments to the
Debtors in the aggregate amount of $50 million (collectively, the “VWN Termination
Payment”). While the initial $30 million of the VWN Termination Payment was required
to be paid by GMNH no later than May 4, 2023, the Debtors did not receive this payment
until May 9, 2023. The second payment of $20 million is required to be made on or before
July 17, 2023.
15. Over this time period, while the Debtors were negotiating with GMNC over
the terms of a settlement, the Debtors utilized the full amount of 2023 Multi-Draw Term
Loans, but without any payment for the Q1 VWN Payment and the delivery of VWN
Termination Notice, the Debtors found themselves in need of additional funding to
continue to meet operating expenses. As a result, the Debtors sought additional
advances from the Prepetition Term Lenders. Ultimately, through a series of
amendments to the Amended and Restated Credit and Guaranty Agreement, the
Prepetition Term Lenders advanced an additional $27 million above the initial
commitment of the 2023 Multi-Draw Term Loans. With those additional amounts, the
aggregate amount of the 2023 Multi-Draw Term Loans grew to $57 million. The Debtors
utilized the much-needed funds from the additional advances under the 2023 Multi-
Draw Term Loans, among other things, to pay employee compensation and continue to
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drive the Prepetition Marketing Process forward for the maximization of value for all
stakeholders.
16. In addition, as described further below, in the final days leading up to these
Chapter 11 Cases, Wipro LLC (“Wipro”) obtained a judgment against Vice Media LLC
(“Vice Media”) in the amount of approximately $9.9 million. Wipro obtained such
judgment on May 4, 2023, and on May 5, 2023, Wipro commenced the process of
enforcing its judgment through the purported service of a restraining notice under CPLR
§ 5222(b) (the “Restraining Notice”), limiting the ability of Vice Media to transfer or
dispose of its assets, including its cash on hand.
17. Upon information and belief, on or about May 10, 2023, Wipro served the
Debtors’ primary cash management bank JPMorgan Chase Bank, N.A. (“JPMC”) with a
restraining notice similar to the Restraining Notice received by the Debtors, which sought
to impose a stay on withdrawals from Vice Media’s accounts at JPMC (the “VICE Media
JPMC Accounts”). At that time, there were funds in the VICE Media JPMC Accounts in
excess of the amounts required to satisfy the stay requirements of the Restraining
Notice. Upon further information and belief, the Prepetition Collateral Agent sought to
exercise remedies under their deposit account control agreements for all of the Debtors’
accounts at JPMC, including the Vice Media JPMC Accounts. It is my understanding
that JPMC has frozen the VICE Media JPMC accounts pending an order from a court that
clarifies the control of the funds in the VICE Media JPMC Accounts. As set forth in the
motion seeking debtor-in-possession financing and use of cash collateral filed
contemporaneously herewith, the Debtors are seeking authority to use the funds in the
VICE Media JPMC Accounts as the cash collateral of the Prepetition Term Lenders.
18. The freeze on the Vice Media JPMC Accounts has essentially shut off much
of the liquidity of the Debtors. The lack of liquidity is a particular concern for the Debtors
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as they rely heavily on the services of freelancers and independent contractors. In
addition, due to the international nature of the Company’s businesses (as described in
greater detail below), they require liquidity to ensure that non-debtor foreign subsidiaries
are able to operate in the ordinary course of business.
19. This Declaration is divided into four parts. Part I provides an overview of
the Debtors and these Chapter 11 Cases. Part II provides a summary of the Debtors’
capital structure. Part III describes the circumstances leading to the commencement of
these Chapter 11 Cases. Part IV summarizes the First Day Pleadings and the factual bases
for the relief requested therein.
I. Introduction and Background
20. VICE traces its roots back to 1994, when the current Chairman of the Board
of Vice Parent, Shane Smith, co-founded and launched Voice of Montreal, an alternative
punk focused magazine, in Montreal, Quebec, Canada. From those humble beginnings
VICE has expanded into a global, multi-platform media company with a collection of
powerful brands, producing premium award-winning content for a highly engaged
global youth audience.
21. With offices and production hubs in 20 central locations around the world,
and more than 1,300 employees globally, VICE creates thousands of pieces of content
each week globally, including editorial, digital and social video, experiential events,
commercials, music videos, scripted and unscripted television, feature documentaries,
and movies. VICE has a unique and well-earned brand that has broad recognition among
its audience. Some of VICE’s distinctive logos and brands are as follows:
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A. Business Segments and Organizational Structure.
22. The Company comprises Vice Parent, and 189 wholly owned subsidiaries,
of which 32 are Debtors in these Chapter 11 Cases. The Company operates globally
spanning three primary regions:
• North America (“NA”), which comprises the United States and Canada.
VICE’s worldwide headquarters, as well as its regional headquarters for
NA, is located in Brooklyn, New York.
• Europe and Middle East (“EMEA”), which includes offices in Eastern

Europe, Western Europe, the Nordic countries, and the Middle East.
VICE’s regional headquarters for EMEA is located in London.
• Asia Pacific (“APAC”), which includes operations in India, China,

Korea, Singapore, Japan and Australia. VICE’s regional headquarters for
APAC is located in Singapore.
An organizational chart depicting each of the VICE subsidiaries is attached hereto as
Exhibit A.
23. VICE currently operates through five primary business segments: (i) the
studios group (“Studios Group”), (ii) publishing (“Publishing”), (iii) VICE TV, and (iv)
VIRTUE, a creative advertising agency (“VIRTUE”), and (v) VICE News (“VICE News”).
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As VICE has been exploring options to restructure its business operations, it has been
evaluating whether to combine certain business segments. A description of each of the
Company’s recent business segments is set forth in greater detail below.
1. Studios Group
24. The Studios Group, which operates through its VICE Studios and Pulse
Films Limited (“Pulse”) labels, comprises a complete end-to-end production studio
delivering premium and award-winning global scripted and unscripted television,
documentary, and film content, as well as commercials and music videos. The content
created and produced by the Studios Group is delivered to a broad network of
distribution partners that span multiple platforms, including broadcast and cable
television and streaming platforms domestically and internationally. The Studios Group
prides itself on its strong creative teams and unparalleled talent relationships that are
focused on producing multi-genre premium content across creative disciplines on a
global scale. The Studios Group has garnered significant acclaim and award-recognition
for its films, documentaries, and recurring scripted TV series, music videos, and
commercials, including Flee (distributed by Neon), The Beastie Boys Story (available on
Apple TV+), and Gangs of London (available on Sky Atlantic and AMC).
25. VICE Studios focuses primarily on three regions (NA, EMEA, and APAC)
and three content areas (documentary films, factual content, and scripted TV). VICE
Studios works with major domestic and international streaming services and views its
substantial global footprint to be a differentiator.
26. Pulse is an award-winning production and talent management company
that was founded in 2005, with offices in London and Los Angeles. VICE acquired a
majority stake in Pulse in 2016, and it became a wholly owned subsidiary of the Company
in 2021. Historically, Pulse generated the majority of its revenue from the production of
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commercials, music videos, non-fiction, and scripted content in its offices in the United
States and United Kingdom. Some of Pulse’s more recent notable projects include music
videos such as Harry Styles’ ‘Satellite’, documentaries such as Lewis Capaldi: How I Am
Feeling Now and The Disappearance of Madeleine McCann, and commercials for Stella Artois,
McDonalds, H&M, Apple, and others.
2. Publishing
27. Publishing is an award-winning global digital publishing business that
operates through its portfolio of brands, including “VICE”, i-D (a fashion and culture
based print and digital magazine), and Refinery29, Inc. (a digital media and
entertainment platform focused on a female audience that operates through Debtor,
Refinery29 Inc. (“Refinery29”)). Publishing creates and distributes thousands of pieces
of content monthly in multiple formats through a digital presence that reaches
approximately 400 million people globally. Content generated by Publishing is
distributed on its owned and operated websites and channels, as well as through a
network of third-party websites, mobile applications and social and digital media
platforms (e.g., YouTube, Facebook, Instagram, Twitch, Twitter, TikTok, Snapchat, etc.).
28. Publishing focuses on the creation and distribution of cultural and lifestyle
content in video, news, editorial, social media, and audio. Publishing generates revenue
through its comprehensive portfolio of advertising products and services, with the
majority of its revenue derived from the branded content and advertising offerings sold
directly by VICE’s sales team to marketers. Branded content revenue principally is
generated from advertisers (including internationally recognizable food and beverage,
retail, fashion brands, and in partnership with some of the largest ad agencies in the
world) seeking VICE’s expertise to produce custom video and editorial content that
builds brand awareness and promotes their products and services. Advertisers purchase
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digital media ad space on the VICE digital platforms through banners and video on
websites and on third-party platforms (such as YouTube) and mobile applications.
VICE’s advertising business is driven by brands who want contextual adjacency to VICE’s
content (branded or not) and the two products are often packaged together. Advertisers
also pay for insights generated on VICE’s platforms, including the brand awareness of
different demographics of its audience.
29. Publishing also generates revenue through affiliate commerce and
experiential events. Affiliate commerce revenue is generated from embedding affiliate
links for products into articles on VICE’s digital platforms that allow users to click
through the affiliate links in order to purchase products, with VICE earning a commission
on the sales attributed to VICE from the click throughs. Experiential marketing revenue
is generated when advertisers engage the Publishing team to ideate, strategize, organize
and produce branded or co-branded events to promote brands, products or services, and
through Publishing’s own branded experiential events.
3. VICE TV
30. VICE TV is a cable channel that offers news, documentaries, film and reality
television series distributed in over 60 million homes in the U.S. The VICE TV channel is
operated by Vice Television Network, LLC (a non-debtor subsidiary that is 50.1% owned
by A+E Networks (“AETN”)) and is bundled with the A&E, History, and Lifetime
channels. VICE TV licenses its content to third party distributors globally, including
AVOD (ad-supported video on demand), SVOD (subscription video on demand) and
FAST (free ad-supported streaming television) distribution.
31. VICE TV produces its own programs and content. In addition, VICE TV also
acquires programming rights from VICE News, VICE Studios, and third parties. The
majority of the domestic cable networks’ revenue is derived from affiliate fees and
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advertising sales. VICE TV also sells and licenses programs developed by VICE TV
worldwide to television broadcasters and to subscription video-on-demand services as
well as advertising relating to video-on-demand services.
32. VICE TV provides content and programming under multi-year licensing
agreements with multi-channel video programming distributors, including cable and
satellite television operators. VICE TV generates revenue from: (i) affiliate fees for carriage
as described above, (ii) advertising sold on the network with AETN, and (iii)
sponsorships and other advertising products relating to specific programming.
4. VIRTUE
33. VIRTUE is VICE’s in-house creative advertising agency. VIRTUE works
with prominent brands in a consultative process to drive brand strategy and produce
assets (including commercials, digital ads, experiential events, Web3 enabled content,
etc.), while leveraging insights and analytics around culture, some of which are from
VICE’s content businesses. Through that work, VIRTUE drives high-value, brand-direct
relationships into the VICE ecosystem.
34. VIRTUE operates in most of VICE’s offices worldwide, with a regional
organization that resembles VICE’s global footprint (i.e., NA, EMEA, and APAC), with
NA and EMEA representing VIRTUE’s largest regions in terms of revenue. VIRTUE’s
client base includes Fortune 500 companies and other large consumer-facing brands.
35. VIRTUE has two sources of revenue: professional services revenue and
production revenue. VIRTUE earns professional services revenue (which typically is
recuring in nature) from companies that retain VIRTUE to develop creative and brand
strategy for their products and services—such as creating a visual identity for a new
product campaign and crafting an advertising strategy which is culturally focused and
helps brands reach hard to reach and valuable consumers. VIRTUE also earns production
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revenue (which typically is project-based) from other advertising companies that retain
VIRTUE to produce content assets conceptualized for their clients or for one-off
productions for brands not otherwise working with VIRTUE.
5. VICE News
36. VICE News is a ground-breaking news platform built for youth audiences.
VICE News creates original in-depth multiformat content that is distributed through
video, editorial, audio and social media channels. These distribution channels include
cable channels (i.e., VICE TV and Showtime), broadcast television, AVOD and SVOD
distributors, podcast platforms, owned and operated websites and channels, and third-
party platforms (e.g., YouTube, Twitch, Instagram, Twitter, TikTok, Snapchat, etc.). The
original content created by VICE News, including VWN, was utilized across other VICE
business segments; however, following the termination of the VWN MSA, VICE has been
analyzing the impact on those interrelationships.
37. VWN was launched in 2019 to expand the global presence of VICE News
that would allow VICE to monetize the creation of documentary content and short-form
stories that target a global audience. VWN content, which was produced primarily under
the VWN MSA and various ancillary agreements related thereto, provided VICE with a
steady stream of stable and profitable revenue for the Company. In 2022, VICE was paid
approximately $134 million under the VWN MSA.
38. The receipt of the VWN Termination Notice had a significant impact on
VICE, beyond the direct costs of winding down the operations of VWN, as VICE had to
develop alternative strategies to create alternative content for its other segments at its
own expense. As of the date hereof, the Debtors continue to work on a longer-term
strategy to address the termination of the VWN MSA and reposition the Company for
profitable growth. The longer-term strategy will involve a leaner news organization. In
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that regard, VICE has announced that it is reducing its news related workforce during
May and June 2023. This reduction includes discontinuing VICE News Tonight on VICE
TV (the last VTN broadcast will be in May). The reductions in the size of VICE News
comes at the same time that several of VICE News’ main competitors, including CNN,
CBS News, ABC News, BuzzFeed News, Vox and News Corp are reported to have
reduced their news staffing levels.
II. Capital Structure3
39. The Debtors are burdened by a highly leveraged capital structure, which
includes not only large levels of funded debt, but also an exceptionally complex set of
preferred stock at Vice Parent (collectively, the “Preferred Stock”). As discussed below,
much of the Company’s current capital structure dates back to a transformation of the
Company in 2019. The Debtors overburdened capital structure has weighed heavily on
the Company in a manner that both has limited the Company’s flexibility to adapt to
changing market conditions and constrained its ability to utilize capital for operational
growth.
A. The Funded Debt Obligations
40. At the heart of the Debtors’ capital structure are approximately $834 million
of obligations under the Debtors funded debt issued or guaranteed by the Debtors
(the “Funded Debt Obligations”). The Funded Debt Obligations comprise the following:
3
The description of the Debtors’ indebtedness provided in this Declaration is for informational purposes
only and is qualified in its entirety by reference to the actual documents that contain the specific terms
and obligations. Nothing in this Declaration is intended to be an admission as to any rights or security
interests under such documents and agreements.
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Debt Amount Outstanding
Prepetition Senior Secured Credit $474.6 million
Agreement
JPM Overdraft Facility $9.8 million4
The Pulse Notes $20.9 million
Senior Subordinated Notes $328.7 million
Total Funded Debt $834 million
Descriptions of the Funded Debt Obligations and the Preferred Stock are set forth below.
1. Prepetition Senior Secured Credit Agreement
41. As of the Petition Date, the Debtors had a total of $474.6 million aggregate
principal amount (inclusive of principal, PIK interest, and PIK forbearance fees) of term
loans (the “Prepetition Senior Secured Term Loans”) outstanding under the Prepetition
Senior Secured Credit Agreement by and among Vice Parent, as borrower, certain
subsidiaries of Vice Parent from time to time party thereto as guarantors, the Prepetition
Term Lenders, the Prepetition Administrative Agent, and Wilmington Trust, National
Association, as collateral agent (in such capacity, the “Prepetition Collateral Agent”).
The Prepetition Senior Secured Term Loans consist of two separate loans: (i) an initial
term loan in the aggregate principal amount of $250 million (the “Initial Prepetition
Secured Term Loan”) and (ii) the 2023 Multi-Draw Term Loans, of which $57 million in
principal was drawn and outstanding as of the Petition Date. All obligations under the
Prepetition Senior Secured Credit Agreement and the guarantees of those obligations are
4
As discussed below, the JPM Overdraft Facility is denominated in British pounds sterling. The U.S.
dollar amounts set forth in this table represent and approximation based upon the conversions of GBP
to USD.
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secured by a first-priority security interest in substantially all of the property and assets
of the Debtors (the “Prepetition Collateral”).
42. The Initial Prepetition Secured Term Loan matured on December 9, 2022
(the “Maturity Date”). The Debtors failed to repay the Initial Prepetition Secured Term
Loans on the Maturity Date, which constituted an event of default under the Prepetition
Senior Secured Credit Agreement (the “Maturity Default”). The occurrence of the
Maturity Default caused interest on the Initial Prepetition Secured Term Loans to accrue
interest at the Default Rate (as defined below), and also triggered cross-defaults under
the provisions of several of the Senior Subordinated Notes (as defined below) and the
Pulse Note (as defined below). The 2023 Multi-Draw Term Loans, made available in
connection with the Third Forbearance Agreement as part of the Incremental Agreement
and Amendment No. 25 to the Amended and Restated Credit and Guaranty Agreement
dated January 25, 2023, will mature on the earlier of a “Forbearance Termination Event”
(defined in the Third Forbearance Agreement) or May 12, 2023.
43. Interest on the Initial Prepetition Secured Term Loans accrues at the rate of
SOFR plus 9%, provided that the Debtors have the option (which it regularly exercised)
to elect to pay the non-SOFR portion of the interest on the Initial Prepetition Secured
Term Loans in kind, whereupon, if such election is made, the interest rate on the Initial
Prepetition Secured Term Loans would increase to SOFR plus 12%. The default rate of
interest for the Initial Prepetition Secured Term Loans is +3% per annum, which may be
paid in kind unless the Prepetition Term Lenders make a contrary demand (the “Default
Rate”). The 2023 Multi-Draw Term Loans bear interest at the rate of SOFR plus 12%, with
the SOFR portion payable in cash, and the remainder payable in kind.
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2. JPM Overdraft Facility
44. Certain of the Debtors have outstanding guarantee obligations under an
uncommitted multicurrency overdraft facility pursuant to that certain Uncommitted
Overdraft Facility, dated October 17, 2016 (as amended, supplemented, or modified from
time to time, the “Overdraft Facility”) between Vice Europe Holding Limited (“VEHL”)
and JPMC. The Overdraft Facility was established to be available from time to time to
cover overdrafts on VEHL’s accounts with JPMC. The Overdraft Facility is guaranteed
by several affiliates of VEHL, including Debtors Vice Parent and Vice Media. Initially,
the Overdraft Facility had an overdraft limit of GB£3 million, however, pursuant to an
amendment letter dated September 25, 2017, the overdraft limit was increased to GB£10
million. The Overdraft Facility accrues interest at a rate equal to two percent plus the
market index rate for specified currencies, and such interest is paid monthly or quarterly
in arrears (the “Overdraft Interest”). If amounts under the Overdraft Facility are not paid
when due, the Overdraft Facility bears interest at a rate of the Overdraft Interest plus four
percent per annum. As of the Petition Date, there are outstanding obligations under the
Overdraft Facility of approximately $9.8 million. JPMC has setoff rights against the
Debtors and also is secured pursuant to an Assignment of Deposits among Debtor Vice
Media and JPMC, dated May 1, 2019, pledging certain deposit accounts held by Vice
Media and its subsidiaries in favor of JPMC as security for costs and expenses incurred
by JPMC in connection with the covered bank accounts. The Prepetition Overdraft
Facility is also a secured “Cash Management Agreement” under the Prepetition Credit
Agreement and is supported by a pari passu security interest in the Prepetition Collateral.
3. The Pulse Notes
45. In connection with the Company’s 2016 acquisition of a majority stake in
Pulse, Debtor Vice Holding Inc. (“Vice Holding”) entered into a shareholders agreement
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with the original founders and sellers of Pulse (the “Pulse Sellers”), which allowed such
sellers to put their shares in Pulse Films to VEHL, such that it would be required to
purchase such sellers’ shares of Pulse Films (the “Pulse Seller Shares”) for an amount
determined in accordance with a specified formula (the “Put Option”). In April 2021, the
Pulse Sellers exercised their Put Option, which would have obligated the Company to
pay $53,240,000 in cash.
46. In lieu of paying the obligations due in respect of the Put Option, on
December 8, 2021, a wholly owned subsidiary of VEHL, Vice Europe Pulse Holding
Limited (“VEPH”), purchased the Pulse Seller Shares by paying a total aggregate amount
of $10 million in cash and issuing $43,240,000 of 10% secured and guaranteed redeemable
loan notes due 2023 (the “Pulse Notes”) to the Pulse Sellers. VEPH’s obligations in
respect of the Pulse Notes were guaranteed by VEH and Vice Holding. To secure its
obligations under the Pulse Notes, VEPH pledged 100% of its equity interests in Pulse
Films pursuant to a share charge (the “Share Charge”). The rights of the Pulse Sellers to
receive payments under the Pulse Notes and to exercise any rights under the Share
Charge are fully subordinate to the rights of the Prepetition Term Lenders under the
Prepetition Senior Secured Credit Agreement, pursuant to the Subordination and
Intercreditor Agreement, dated December 8, 2021, among Pulse Sellers, B & C 3, LLC, as
the security agent for the holders of the Pulse Notes, the Prepetition Collateral Agent, and
Prepetition Administrative Agent (the “Pulse Notes Subordination Agreement”). Under
the terms of the Pulse Notes Subordination Agreement, payment to the holders of the
Pulse Notes is precluded for so long as an event of default under the Prepetition Senior
Secured Credit Agreement remains outstanding, and until the Prepetition Term Lenders
have been repaid in full, and holders of the Pulse Notes may not exercise rights or
remedies in respect of the Pulse Notes absent the prior written consent of the Prepetition
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Term Lenders. Moreover, pursuant to the Pulse Notes Subordination Agreement, the
Pulse Sellers waived the right to object to any use of cash collateral or debtor-in-
possession financing that has the consent of the Prepetition Term Lenders, and likewise
consented to the priming of the Pulse Notes by such debtor-in-possession financing to
the extent that the Prepetition Senior Secured Term Loans also are primed. As of the
Petition Date, the aggregate principal amount of the Pulse Notes is approximately $20.9
million.
4. Senior Subordinated Notes
47. As described below, the Debtors have a complex set of Preferred Stock,
including the Series A-1 Preferred Stock and the Series A-3 Preferred Stock issued to TPG
Virat Holdings 1, L.P. (“TPG”) and Sixth Street Virat Holdings 2, LLC (“SSP” and,
together with TPG and certain of their respective affiliates, the “Senior Preferred
Shareholders”). In conjunction with the Company’s entry into the Prepetition Senior
Secured Credit Agreement in 2019, Vice Parent amended the certificate of designation
governing such preferred stock to permit the issuance, in April 2020, of senior
subordinated unsecured notes due 2022 (the “Initial Subordinated Notes”) to the Senior
Preferred Shareholders, in satisfaction of certain dividends arising under the Series A-1
and A-3 Preferred Stock (as discussed further below) rather than either paying such
dividends in cash or increasing the dividend accrual rate to an Incremental Building
Default Rate (as defined in the A&R Certificate of Designation discussed below). On each
dividend payment date for the Series A-1 and A-3 Preferred Stock, the principal amount
of the Initial Subordinated Notes was increased in an amount equal to a specified portion
of the dividends then due on the Series A-1 and A-3 Preferred Stock. Although the Initial
Subordinated Notes relieved the Debtors of the burdens of paying accrued dividends on
the Series A-1 and A-3 Preferred Stock in cash, it increased the Company’s debt-load,
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which continued to grow through payments in kind of interest on the Initial
Subordinated Notes.
48. Beginning in early 2022, to address cash shortfalls, Vice Parent issued
several series of subordinated unsecured notes, as issuer, to the Senior Preferred
Shareholders, as purchasers (the “Subsequent Subordinated Notes” and, together with
the Initial Subordinated Notes, the “Senior Subordinated Notes”). The Subsequent
Subordinated Notes were issued in various series, which respectively were dated
February 25, 2022, April 29, 2022, May 27, 2022, June 14, 2022, August 2, 2022, August 12,
2022, August 26, 2022, August 29, 2022, September 13, 2022, November 2, 2022, and
November 14, 2022.
49. Under the terms of the Subsequent Subordinated Notes, the Debtors have
the ability to elect, for all or a portion of the interest due for the applicable period on the
Subsequent Subordinated Notes, to (i) pay interest in cash at 9% per annum, or (ii)
capitalize (i.e., PIK) such interest and add it to the then outstanding principal amount of
the Subsequent Subordinated Note at the rate of 12% per annum. Pursuant to
subordination agreements entered into for each issuance of the Senior Subordinated
Notes, the Senior Subordinated Notes indebtedness and related rights of TPG and SSP
are subordinate to the indebtedness and rights of the Prepetition Term Lenders under the
Prepetition Senior Secured Credit Agreement. Each Subordinated Note issuance, and the
associated principal amount outstanding as of the Petition Date are set forth below:
Senior Subordinated Notes Amount as of 5/15/23

Initial Subordinated Notes $206,671,643.69
Series B, Senior Subordinated Notes issued February 25, 2022 $29,187,106.95
Series B, Senior Subordinated Notes issued April 29, 2022 $28,578,558.33
Series C, Senior Subordinated Notes issued May 27, 2022 $5,663,683.08
Series C, Senior Subordinated Notes issued June 14, 2022 $5,632,094.30
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Senior Subordinated Notes Amount as of 5/15/23

Series D, Senior Subordinated Notes issued August 2, 2022 $5,543,822.50
Series E, Senior Subordinated Notes issued August 12, 2022 $5,525,782.07
Series F, Senior Subordinated Notes issued August 26, 2022 $3,850,367.84
Series G, Senior Subordinated Notes issued August 29, 2022 $8,792,181.36
Series G, Senior Subordinated Notes issued September 13, 2022 $10,939,713.52
Series H, Senior Subordinated Notes issued November 2, 2022 $10,764,848.07
Series H, Senior Subordinated Notes issued November 14, 2022 $7,506,039.74
Total $328,655,841.46
B. The Preferred Stock
50. As a result of various investments and capital raises through the years, Vice
Parent has developed a complex and restrictive equity structure. Ahead of the common
equity of Vice Parent sits 11 series and sub-series of Preferred Stock, a set forth below:
As of the Petition Date, Series A-1, Series A-2, Series A-3, Series A-4, Series D, Series E,
and Series F Preferred Stock are entitled to receive dividend payments (with Series D, E,
and F dividends paid in kind).
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51. The Series A-1, A-2, A-3, and A-4 Preferred Stock (collectively, the “Series-
A Preferred Stock”) were issued as part of a recapitalization of the Company in 2017.
Holders of the Series-A Preferred Stock, which is convertible into common stock at the
option of the holder, are entitled to quarterly dividend payments of 12% of the stated
value of the Series-A Preferred Stock. Dividends on the Series A-2 and A-4 Preferred
Stock is entirely paid-in-kind (i.e., through an increase in the stated value series of
Preferred Stock). When initially issued, dividends on the Series A-1 and Series A-3
Preferred Stock were to receive 50% of their quarterly dividends in cash and 50% in stock
commencing in 2019; however in accordance with the Fifth Amended and Restated
Certificate of Designation of Senior Convertible Preferred Stock, Series A (as amended,
supplemented, or supplemented and amended, the “A&R Certificate of Designation”)
and previous amendments to such certificate of designation, holders of the Series A-1 and
A-3 Preferred Stock are no longer entitled to receive a cash dividend, but instead receive
50% of the quarterly dividend PIK and 50% in the issuance of Senior Subordinated Notes.
52. The Series A-1 and Series A-3 Preferred Stock are held entirely by the Senior
Preferred Shareholders. Under the A&R Certificate of Designation, the consent of the
Senior Preferred Shareholders is required, for, among other things, any of the following
actions (subject to certain exceptions):
• Consummation of a liquidation of Vice Parent.
• Issuance, authorization or creation of shares of (a) Series A Preferred

Stock, (b) any equity securities that vote as a single class with any of
the Series A Preferred Stock or (c) any equity securities that are senior
to or on parity with the Series A Preferred Stock.
• Incurrence of debt for borrowed money.
• Adoption, amendment, waiver or otherwise modification of any

provision of the Charter or By-Laws in a manner that, by its terms
would be adverse to the rights or obligations of the Series A-1
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Preferred Stock or Series A-3 Preferred Stock or would be materially

adverse to such holders relative to the holders of any other class or
series of stock of the Company.
• Entry into or materially amend any transaction with a Designated

Affiliate (other than a subsidiary).
• Declaration or payment of certain dividends or other distribution.
• Redemption, repurchase, or cancellation of any equity securities.
• Undertake any action, or permit any event or circumstance to occur,

which contravenes the negative covenants set forth in the Prepetition
Senior Secured Credit Agreement.
Under the Amended and Restated Investors’ Rights Agreement dated February 25, 2022,
by and among Vice Parent and the investors named on Schedule A thereto, the Senior
Preferred Shareholders (as holders of the Series A-1 and Series A-3 Preferred Stock) also
have the right to designate directors with a majority of the voting power of the board of
directors of Vice Parent. Pursuant to the Third Amended and Restated Certificate of
Incorporation of Vice Parent, if, at any time, the Senior Preferred Shareholders have not
appointed the maximum number of directors to which they are entitled, the voting power
of their seated directors would be increased such that they, in the aggregate, would have
the full voting as if a majority of directors had been seated.
53. On March 21, 2023, the Senior Preferred Shareholders, the Prepetition Term
Lenders, and the Prepetition Administrative Agent, entered into that certain sharing
agreement (the “Proceeds Agreement”). Pursuant to the Proceeds Agreement, the
Prepetition Term Lenders, the Prepetition Administrative Agent, and the Senior
Preferred Shareholders agreed to share in the proceeds of any kind received for
distribution in respect of any claims against Vice Parent or its subsidiaries in accordance
with a distribution waterfall distribution set forth therein. Although Vice Parent was not
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involved in the negotiation of the Proceeds Agreement, it executed the agreement to
acknowledge its terms.
III. Circumstances Leading to These Chapter 11 Cases
A. Profitability and Highly Leveraged Capital Structure
54. In 2017, following the issuance of significant amounts of Preferred Stock,
the Company invested significant capital in content, operations and infrastructure that
did not provide an immediate return and resulted in significant losses and increased
expenses. In 2019 the Company raised additional capital to fund ongoing operations,
non-operating expenses and liabilities and operational restructurings. This left the
Company saddled with a significant amount of leverage in the form of the Prepetition
Senior Secured Term Loans, Senior Subordinated Notes and Preferred Stock.
Complicating the Company’s financial situation was the fact that it did not generate
sufficient free cash flow to pay its debts and continued to operate at a loss for several
years prior to the Petition Date.
55. Compounding those issues, the Company found itself confronting the
maturity of the Prepetition Senior Secured Term Loans and Senior Subordinated Notes
in 2022, while continuing to deal with the headwinds resulting from the COVID-19
pandemic and resulting macro-economic forces (that were aggravated by the war in the
Ukraine), which together impacted the Company’s revenues, from, among other things,
a contraction of advertising spending across the market since 2020. The Company’s lack
of free cash flow and liquidity profile became particularly acute when GMNC failed to
make the Q1 VWN Payment in January 2023 and then terminated the VWN MSA.
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B. Industry and Market Dynamics
56. The media industry is subject to rapid and frequent changes in technology,
evolving customer preferences and the frequent introduction of new content and
features. Indeed, in the relatively short time since VICE was founded in 1994, the print
and digital media landscapes have evolved enormously. Although VICE has worked
hard to be at the forefront of that evolution, the cost of investing to develop new
technologies is significant.
57. In recent years, VICE’s revenue generation operations, cash flows, and
financial position were negatively impacted by the overall decline in advertising markets,
and further hampered by challenges in monetizing news and cultural content
programmatically due to platform imposed filters. Additionally, the COVID-19 outbreak
and the start of the conflict in Ukraine disrupted certain production activities and
resulted in delays, postponements, or cancellations of certain revenue sources.
58. In the face of market headwinds, over the last two years the Company
continued to raise capital for continued operations and investments, while management
implemented a series of additional cost-saving actions intended to improve profitability.
Ultimately, the business challenges confronting VICE, the complexity of the Company’s
governance and capital structure, and the rapid deterioration of the debt and equity
capital markets severely constrained VICE’s access to new capital and impeded the
Company’s strategic efforts to find an adequate solution.
C. Capital Raising Initiatives
59. Over the past decade, VICE expanded significantly, acquiring
complementary businesses and breaking into new markets, resulting in the need for
access to additional capital. This rapid growth and resulting financing activity ultimately
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contributed to the liquidity challenges the Company has experienced over the past five
years.
1. The 2020 Rights Offering
60. In the Summer of 2020, the Company needed cash to fund its ongoing
operations, and certain stockholders agreed to lead a round of financing to raise up to $80
million in new money. The Company issued units of Series D-1 and Series D-2 Preferred
Stock to raise the capital needed to fund operations. Series D-1 Preferred Stock had a
liquidation value (and was convertible) in an amount equal to five times the purchase
price of the Series D-1 and Series D-2 Preferred Stock. Series D-2 Preferred Stock was
convertible into approximately 62.5% of the fully diluted common equity of the
Company. In connection with the 2020 Rights Offering, Series D-3 Preferred Stock was
issued to the management of the Company, had a liquidation value of $19.32 per share
(which would amount to approximately $12 million in the aggregate) and was
convertible into a number of shares equal to $19.32 divided by the conversion price as
adjusted. The lead investors in the 2020 equity raising transaction (the “2020 Rights
Offering”) included certain funds of Technology Crossover Ventures (“TCV”), Lupa
Investment Holdings, LP (“Lupa”), and TWDC Investment Enterprises, LLC, who were
prior investors and stockholders of the Company. Given the related-party nature of the
2020 Rights Offering, the 2020 Rights Offering was extended to allow all other
shareholders of the Company an opportunity to participate. Through the 2020 Rights
Offering, the Company was able to raise an additional $74 million of new money.
61. Following the 2020 Rights Offering, the Company began to explore
potential merger transactions including a transaction with a special purpose acquisition
company (“SPAC”) to take the Company public (the “SPAC Transaction”). In March
2021, VICE entered into a letter of intent for the SPAC Transaction. Although the
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Company incurred significant professional fees and management dedicated substantial
time and effort to the SPAC Transaction—including an extensive roadshow—the SPAC
market eroded significantly during 2021, and the contemplated SPAC Transaction
ultimately was cancelled in July 2021.
2. Series E/F Recapitalization and the 2021 Rights Offering
62. From April 2021 to August 2021, management reviewed various financing
options available to the Company. With external financing options not being available on
terms reasonably acceptable to Vice Parent or its board of directors, management began
to discuss internal financing options, including potential senior and junior equity
investments from existing stockholders. In May 2021, the Company entered into a
subordinated note agreement with certain investors to raise $25 million in convertible
bridge notes (the “2021 Bridge Notes”).
63. Around the same time, negotiations around a proposed term sheet to invest
in senior preferred equity securities in an interim equity financing ensued with a group
of investors that included TPG, SSP, TCV, Lupa, and Antenna Group, Inc. (“Antenna”
and, together with TPG, SSP, TCV, and Lupa, the “Investors”). The Company’s
management reviewed and analyzed the terms of the proposed financing from the
Investors (the “Proposed Financing”) with the Company’s external advisors, and an
extensive dialogue between the Company and the Investors ensued regarding the terms
of the Proposed Financing. The Proposed Financing involved: (i) the issuance to the
Investors of units of Series E Preferred Stock, with each such unit comprising one share
of Series E-1 Preferred Stock and three and eight thousand six hundred ninety-three ten-
thousandths (3.8693) of a share of Series F Preferred Stock, for an aggregate consideration
of $85 million in the form of cash and cancellation of certain indebtedness (the “Series
E/F Recapitalization”); (ii) the issuance of Series E-2 Preferred Stock to certain investors,
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including, among others, TCV and Lupa for an aggregate consideration of $25 million in
the form of cancellation of the 2021 Bridge Notes; and (iii) a rights offering to other
stockholders to purchase up to an aggregate of $25 million of preferred equity (the “2021
Rights Offering”). The Series E/F Recapitalization occurred on August 31, 2021, and the
2021 Rights Offering commenced on October 25, 2021, and closed on December 8, 2021,
resulting in a series of recapitalization transactions and the raising of approximately $110
million in the form of cash and cancellation of indebtedness.
D. 2022 Sale Process
64. Despite the Debtors’ capital raising efforts, the Company continued to
struggle to maintain adequate liquidity to meet their financial obligations and were not
profitable in 2021 or 2022. As the Company continued to face tightening liquidity, and a
looming maturity of the Prepetition Senior Secured Term Loans and its Senior
Subordinated Notes, it began to consider and develop wider strategic alternatives.
65. In the spring of 2022, VICE management began working with PJT Partners
LP (“PJT”) and LionTree LLC (“LionTree”) to assist it in exploring a sale that would
maximize value for the benefit of creditors and other stakeholders. With the support of
those advisors, VICE launched a marketing process for a potential sale of the Company
or certain of its business segments. The Company received indications of interest from
several prospects, two bids for a whole company transaction, and reached advance stages
of negotiation and documentation with one of those bidders. Ultimately, despite a
lengthy and protracted process, the Company was unable to conclude a transaction with
any of the bidders. When no sale transaction was able to be completed, the Debtors were
unable to pay the Prepetition Senior Secured Term Loans at maturity and entered into
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the Initial Forbearance Agreement with the Prepetition Term Lenders and the Prepetition
Administrative Agent on December 12, 2022.
E. Second Forbearance Agreement and My Appointment as CRO
66. As noted above, on December 27, 2022, the Debtors, the Prepetition Term
Lenders and the Prepetition Administrative Agent entered into the Second Forbearance
Agreement. The forbearance period provided for under the Second Forbearance
Agreement would have expired at 12:01 a.m. on January 12, 2023. The Second
Forbearance Agreement provided for a forbearance fee equal to 1% of the indebtedness
under the Prepetition Senior Secured Credit Agreement, which was payable in kind, and
also imposed certain milestones, including the appointment of a chief restructuring
officer by December 28, 2022, the delivery of a 13-week cash flow forecast to the
Prepetition Administrative Agent by January 4, 2023, and the payment of fees and
expenses of the Prepetition Term Lenders’ advisors. In satisfaction of the milestones
under the Second Forbearance Agreement, I became the Debtors’ CRO.
67. Following the delivery of a 13-week budget in accordance with the Second
Forbearance Agreement, the Debtors and Prepetition Term Lenders engaged in further
intensive negotiations regarding the terms of additional new money financing and
forbearance with the objective of facilitating a renewed, more robust sale process to occur
outside of chapter 11. Those negotiations were complicated by the broad governance
rights of the Senior Preferred Shareholders, whose consent was needed in order for the
Company to agree to additional financing and other proposed terms.
F. Third Forbearance Agreement and Appointment of the Special

Committee
68. Narrowly overcoming those complications, on January 12, 2023, the
Company, Prepetition Term Lenders and the Prepetition Administrative Agent entered
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into the Third Forbearance Agreement. In contrast to the previous forbearance
agreements, the Third Forbearance Agreement provided relatively longer period of
forbearance—through May 12, 2023—to allow the Company to execute on an out of court
sale process under the auspices of the newly formed Special Committee. The Third
Forbearance Agreement included a term sheet for bridge financing to fund that sale
process in the form of the 2023 Multi-Draw Term Loans. The Company paid a 10% PIK
forbearance fee to the Prepetition Term Lenders in connection with the Third Forbearance
Agreement.
69. Aside from longer term liquidity constraints, the $5 million initial draw on
the 2023 Multi-Draw Term Loans occurred earlier than originally planned, due to the
Company not having received a payment from GMNC in the amount of $34 million that
was due on January 15, 2023. As described above, GMNC is the primary commissioner
of the VWN content.
G. VWN MSA Termination
70. For the past several years, the VWN MSA was a significant source of stable
and profitable revenue for the Company, including approximately $134 million in annual
revenue in 2022. The VWN MSA called for quarterly payments from GMNC to VICE,
with the Q1 VWN Payment having been due on January 15, 2023. In early January 2023,
representatives of VICE began to inquire with GMNC about the precise timing of Q1
VWN Payment. Upon information and belief, in those conversations VICE received
assurance that the Q1 VWN Payment would be made on a timely basis. As the end of
January approached and into February, those discussions intensified, and it is my
understanding that VICE’s representatives continued to receive assurances that the Q1
VWN Payment would be made imminently and that GMNC remained committed to the
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VWN MSA. Despite those assurances, VICE received the VWN Termination Notice,
indicating that GMNC would be terminating the VWN MSA for convenience pursuant
its terms (a “Termination for Convenience”).
71. Under the VWN MSA, a Termination for Convenience would be effective
60 days after the giving of notice under the VWN MSA, during which time VICE was
required to wind down the operations of VWN in a manner that mitigated the costs of
termination. Upon a Termination for Convenience, GMNC was obligated to reimburse
VICE for up to $50 million of documented wind down expenses. In order to address the
uncertainty around the calculation and the length of time involved in the calculation and
proof of reimbursable expense, VICE ultimately agreed to a resolution of the wind down
expenses in February 2023. Despite that resolution and the documentation of an agreed
upon form termination agreement with GMNC, GMNC delayed the final execution of
the Termination Deed.
72. Ultimately, on April 26, 2023, Vice Parent, and certain Debtors entered into
the Termination Deed with GMNC and certain of its affiliates in which GMNH agreed to
pay the VWN Termination Payment. While the initial $30 million of the VWN
Termination Payment was required to be paid by GMNH no later than May 4, 2023, the
Debtors did not receive this payment until May 9, 2023. The $20 million second part of
the VWN Termination is required to be made on or before July 17, 2023.
H. The Wipro Judgement and Enforcement Action
73. In May of 2020, Wipro LLC, a former technology and enterprise services
provider to Vice Media, commenced an arbitration proceeding relating to the termination
of its agreement with Debtor Vice Media. On March 1, 2023, the arbitrator ruled in favor
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of Wipro, awarding it approximately $7.9 million, plus pre-award interest at a rate of 9%,
which, together with the $7.9 million judgment amounted to approximately $9.9 million.
74. On May 4, 2023, Wipro obtained a judgment in respect of its arbitration
award from the Supreme Court of the State of New York. On May 5, 2023, it purportedly
served a restraining notice pursuant to CPLR § 5222(b) on Vice Media, limiting its ability
to access its cash or dispose of any of its assets, which resulted in additional defaults
under the Prepetition Senior Secured Credit Agreement for which the Prepetition Term
Lenders had not granted forbearance.
75. Upon information and belief, on or about May 10, 2023, Wipro served JPMC
with a restraining notice similar to the Restraining Notice received by the Debtors, which
sought to impose a stay on withdrawals from the VICE Media JPMC Accounts. At that
time, there were funds in the VICE Media JPMC Accounts in excess of the amounts
required to satisfy the stay requirements of the Restraining Notice. Upon further
information and believe, the Prepetition Collateral Agent sought to exercise remedies
under their deposit account control agreements for all of the Debtors’ accounts at JPMC,
including the Vice Media JPMC Accounts. It is my understanding that JPMC has frozen
the VICE Media JPMC accounts pending an order from a court that clarifies the control
of the funds in the VICE Media JPMC Accounts. As set forth in the motion seeking
debtor-in-possession financing and use of cash collateral filed contemporaneously
herewith, the Debtors are seeking authority to use the funds in the VICE Media JPMC
Accounts as the cash collateral of the Prepetition Term Lenders.
I. Prepetition Marketing Process
76. In January 2023, the Debtors re-engaged with LionTree and PJT to run a
second sale process to solicit interest in a sale transaction, which has remained underway
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since that time. LionTree and PJT initially contacted groups of potential financial and
strategic investors who are experienced in investing in the media sector, operational
turnarounds and/or distressed situations. The Debtors’ marketing efforts are ongoing,
and as part of these Chapter 11 Cases, the Debtors intend to conclude a robust and active
sale process. In total, prior to the Petition Date, the Debtors solicited interest from
approximately 150 potential investors, over 85 of which had executed nondisclosure
agreements (“NDAs”). Several of the parties contacted could have potentially been
acquirors of some or all of the Company’s businesses, as well as providers of postpetition
financing to fund a going-concern reorganization.
77. Additionally, because of the VWN MSA Termination, a revised business
plan was developed by the Company and presented to interested acquirors as they were
informed of the planned end to VWN MSA. Due to the business plan changes mid-sale
process and new information being provided to potential acquirors who had begun their
diligence based on projections that included the VWN MSA, the timeline for pursuing an
out-of-court sale was further extended.
J. DIP Financing and Cash Collateral
78. The Debtors also require the immediate use of cash collateral, and in
particular the funds in the VICE Media JPMC Accounts. The DIP Facility was specifically
sized after taking into account the use of the amounts in the VICE Media JPMC Accounts.
79. With the assistance of their advisors, the Debtors sought proposals for
debtor-in-possession financing (“DIP Financing”) from potential third-party sources.
Negotiations for DIP Financing began in February 2023, and then resumed in earnest in
April when it became clear that the VWN payment for the first quarter of 2023 would not
be received as previously anticipated. However, no one was willing to provide DIP
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Financing on a junior basis, and the Prepetition Term Lenders would not consent to being
primed. Without alternative financing available, the Debtors engaged in negotiations
with the Prepetition Term Lenders. After months of hard-fought negotiations, the
Debtors and the Prepetition Term Lenders agreed upon the terms of a senior secured
superpriority debtor-in-possession multi-draw term loan facility comprised of
$10 million in new money term loans and a roll-up of $50 million in existing Prepetition
Senior Secured Term Loans under the Prepetition Senior Secured Credit Agreement, for
a total facility size of $60 million (the “DIP Facility”). The DIP Facility will be provided
by Fortress Investment Group, Soros Fund Management, Monroe Capital, and their
respective affiliated funds (collectively, the “DIP Lenders”), who have committed to
provide the full amount of the DIP Facility.
80. The DIP Facility contains certain key milestones (the “DIP Milestones”),
including the following:
Date Milestone
The Debtors shall file a motion to approve the Bidding
On the Petition Date
Procedures (as defined below)
No later than three days
The Debtors shall file the Stalking Horse Agreement
after the Petition Date
The Debtors shall obtain entry of an order approving the
No later than 15 days after
Bidding Procedures and authorizing the Debtors to enter into
the Petition Date
the Stalking Horse Agreement
No later than 35 days after The Debtors shall have conducted the Auctions with respect to
the Petition Date the 363 Sale (as defined below), if necessary.
No later than 40 days after The sale hearing shall take place and the Debtors shall obtain
the Petition Date entry of an order approving the sale
No later than 55 days after
The 363 Sale process shall close.
the Petition Date
81. In my view, the DIP Milestones, while tight, are appropriate under the
circumstances. In particular, with respect to the DIP Milestones relating to the 363 Sale,
it should be noted that, in light of the Debtors’ liquidity position, time is of the essence to
complete the 363 Sale in order to best position the Company to survive as a going concern.
The Debtors believe that, notwithstanding the tight deadlines in DIP Milestones, as
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discussed herein, the prepetition marketing process was extensive, and the Debtors
believe that there is ample time for competing bids to the Stalking Horse Bid (as defined
below) to be submitted prior to an auction.
82. As described above, pursuant to the Prepetition Overdraft Facility, JPMC
has setoff rights against certain of the Debtors’ accounts and the obligations owing to
JPMC are supported by a pari passu security interest in the Prepetition Collateral. In the
weeks leading up to the Petition Date, the Debtors and DIP Lenders negotiated with
JPMC and reached an agreement with JPMC in which JPMC has consented to the terms
of the Debtors’ DIP Financing and entry of the interim and final orders authorizing the
Debtors to obtain such DIP Financing (the “JPMC Consent and Forbearance”).5 The JPMC
Consent and Forbearance provides that JPMC will agree to forbear from exercising any
remedies or terminating the Debtors’ cash management agreements with JPMC solely as
a result of these Chapter 11 Cases or the Debtors’ insolvency. The period of forbearance
under the agreement terminates on the earlier of November 10, 2023, at 11:59 p.m. (New
York City time), and the occurrence of a Forbearance Termination Event (as defined
therein).
83. It is my understanding that with respect to the Pulse Notes, the Debtors and
DIP Lenders did not require the Pulse Sellers’ consent to obtain DIP Financing because
the Pule Notes Subordination Agreement explicitly provides that if the Debtors seek to
obtain financing under section 363 or 364 of the Bankruptcy Code, then: (i) the Pulse
Sellers will not raise any objection to such DIP Financing or request any other relief in
5
The terms of the agreement with JPMC were memorialized in that certain Consent and Forbearance
Agreement dated as of May 14, 2023.
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connection with any interest in any asset and (ii) the security interests and liens of the
Pulse Sellers, if any, will be subordinate to such DIP Financing.
84. The Debtors require access to borrowings under the DIP Facility to fund the
costs of administering these Chapter 11 Cases, near-term working capital needs and
ongoing business operations. Specifically, based on the Debtors’ forecasts, the Debtors
anticipate that they will be unable to generate sufficient levels of operating cash flow in
the ordinary course of business to cover the projected restructuring costs of these Chapter
11 Cases without access to the postpetition financing provided by the DIP Facility. The
DIP Facility will provide the greatest chance of avoiding negative impacts to VICE’s
businesses, by assuring vendors and other third parties that the Debtors will be able to
continue operating business-as-usual. It will also allow for the continuation of the
Debtors’ sale process and facilitate obtaining the highest and best bid.6
K. The Stalking Horse Bid
85. Once the Debtors’ path towards a sale through chapter 11 (the “363 Sale”)
came into focus, the Debtors and the Prepetition Term Lenders worked quickly to
develop and negotiate a sale term sheet and bidding procedures. The foundation of the
363 Sale process is a stalking horse bid (the “Stalking Horse Bid”) to be provided by
Fortress (in such capacity, the “Stalking Horse Bidder”) to purchase substantially all of
6
A further description of the DIP Facility and the process to obtain it is set forth in the Declaration of Brent
Herlihy in Support of the Debtors’ Motion for Entry of Interim and Final Orders (I) Authorizing the Debtors to
(A) Obtain Postpetition Financing and (B) Use Cash Collateral, (II) Granting Liens and Superpriority Claims,
(III) Modifying the Automatic Stay, (IV) Granting Adequate Protection to Prepetition Secured Parties, (V)
Scheduling a Final Hearing, and (VI) Granting Related Relief (the “DIP Declaration”).
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the Company’s assets. The Stalking Horse Bid will provide a value “floor” to entice
further bidding.
86. The Stalking Horse Bid is the result of hard-fought, arm’s-length
negotiations with the Stalking Horse Bidder and represents the highest and best offer for
the Debtors’ assets. Although the prepetition marketing process did not yield an
actionable transaction prior to the Petition Date other than the Stalking Horse Bidder, it
did result in the terms of a stalking horse bid that the Debtors believe will spark further
interest in their business segments and yield a competitive and value-maximizing 363
Sale process. Armed with the benefit of the prepetition marketing process, the Debtors
are confident that the Stalking Horse Bid represents the best terms available as of the
Petition Date. The Debtors are hopeful that the Stalking Horse Bid will strengthen interest
in their assets—further to the interest that was evidenced in the prior marketing
processes.
87. The Debtors have developed bidding procedures and auction procedures
(the “Bidding Procedures”) that will facilitate a competitive process for the Company’s
assets. The urgency of the Debtors’ current situation dictates that time is of the essence
for completing the 363 Sale. Accordingly, contemporaneously with the filing of this
Declaration, the Debtors have filed Debtors’ Motion to Shorten Notice to Consider Debtors’
Motion for Entry of an Order (I) Establishing Bidding, Noticing, and Assumption and
Assignment Procedures, (II) Authorizing and Approving the Debtors’ Entry into the Stalking
Horse Agreement, (III) Approving the Sale of Substantially all of the Debtors’ Assets and (IV)
Granting Related Relief (the “Motion to Shorten”), which seeks an expedited hearing to
approve the Bidding Procedures. A further description of the Motion to Shorten is
included in Exhibit B to this Declaration.
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L. Commencement of the Chapter 11 Cases
88. Against the backdrop described above, the Debtors commenced these
Chapter 11 Cases. The Debtors’ objective in these Chapter 11 Cases is simple—to
complete an open and transparent sale and auction process that will allow them to
maximize the value of their businesses. With the protections and tools afforded under
chapter 11, the Debtors will be able preserve the value of their assets and execute on a
restructuring of their balance sheets. As the Debtors refine and seek to implement their
restructuring strategy, the immediate focus of these Chapter 11 Cases is the stabilization
of the Debtors’ businesses and the relief requested in the First Day Pleadings.
IV. Overview of First Day Pleadings
89. Today the Debtors filed their First Day Pleadings, which seek orders
granting various forms of relief needed to stabilize the Debtors’ businesses, transition to
operating as debtors-in-possession and facilitate an efficient administration of these
Chapter 11 Cases. A description of the relief requested and the facts supporting each of
the First Day Pleadings is set forth in Exhibit B.
90. I am familiar with the content of the First Day Pleadings. The First Day
Pleadings seek authority and Court approval to, among other things, honor employee-
related wages and benefits obligations, pay claims of certain vendors and suppliers
critical to the Debtors’ business operations, and ensure the continuation of the Debtors’
cash management system and other operations in the ordinary course of business.
91. The relief requested in the First Day Pleadings is urgently necessary to
minimize the risk of business disruption and preserve the value of the Debtors’ assets.
The relief sought will inure to the benefit of all stakeholders of the Debtors. Obtaining
the relief sought in the First Day Pleadings will permit the Debtors to preserve and
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maximize the value of their estates for the benefit of all of their stakeholders. Absent this
first day relief, the Debtors’ estates would suffer immediate and likely irreparable harm.
92. On behalf of the Debtors, I request that the Court grant the relief requested
in the First Day Pleadings and thank the Court for its expedited consideration of them.
V. Information Required by Local Rule 1007-2
93. Local Bankruptcy Rule 1007-2 requires certain information related to the
Debtors, which I have provided in the exhibits attached hereto as Exhibit C through
Exhibit M. Specifically, these exhibits contain the following information with respect to
the Debtors (on a consolidated basis, unless otherwise noted):
• Exhibit C provides the names and addresses of the members of, and
attorneys for, any committee organized prior to the order for relief in
these chapter 11 cases, and a brief description of the circumstances
surrounding the formation of the committee, pursuant to Local
Bankruptcy Rule 1007-2(a)(3).
• Exhibit D provides the following information with respect to each of

the holders of the debtors’ 30 largest unsecured claims, excluding claims
of insiders: the creditors name; the address (including the number,
street, apartment, or suite number, and zip code, if not included in the
post office address); the telephone number; the name(s) of the person(s)
familiar with the debtors’ account; the nature and approximate amount
of the claim; and an indication of whether the claim is contingent,
unliquidated, disputed, or partially secured, pursuant to Local
• Exhibit E provides the following information with respect to each of the

holders of the five largest secured claims against the debtors: the
creditor’s name; address (including the number, street, apartment, or
suite number, and zip code, if not included in the post office address);
the amount of the claim; a brief description of the claim; an estimate of
the value of the collateral securing the claim; and an indication of
whether the claim or lien is disputed at this time, pursuant to Local
• Exhibit F provides a summary of the debtors’ assets and liabilities,

pursuant to Local Bankruptcy Rule 1007-2(a)(6).
• Exhibit G provides a summary of the publicly held securities of the

debtors, pursuant to Local Bankruptcy Rule 1007-2(a)(7).
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• Exhibit H provides the following information with respect to any

property in possession or custody of any custodian, public officer,
mortgagee, pledge, assignee of rents, or secured creditors, or agent for
such entity: the name; address; and telephone number of such entity and
the court in which any proceeding relating thereto is pending, pursuant
to Local Bankruptcy Rule 1007-2(a)(8).
• Exhibit I provides a list of property comprising the premises owned,

leased, or held under other arrangement from which the debtors operate
their business, pursuant to Local Bankruptcy Rule 1007-2(a)(9).
• Exhibit J sets forth the location of the debtors’ substantial assets, the
location of their books and records, and the nature, location, and value
of any assets held by the debtors outside the territorial limits of the
United States, pursuant to Local Bankruptcy Rule 1007-2(a)(10).
• Exhibit K provides a list of the nature and present status of each action
or proceeding, pending or threatened, against the debtors or their
property where a judgment or seizure of their property may be
imminent, pursuant to Local Bankruptcy Rule 1007-2(a)(11).
• Exhibit L sets forth a list of the names of the individuals who comprise
the debtors’ existing senior management, their tenure with the debtors,
and a brief summary of their relevant responsibilities and experience,
pursuant to Local Bankruptcy Rule 1007-2(a)(12).
• Exhibit M provides the estimated amount of payroll to the debtors’

employees (not including officers, directors, and equity holders) and the
estimated amounts to be paid to officers, equity holders, directors, and
financial and business consultants retained by the debtors, for the 30-
day period following the Petition Date, pursuant to Local Bankruptcy
Rule 1007-2(b)(1)-(2)(A).
• Exhibit N provides a schedule, for the 30-day period following the

Petition Date, of estimated cash receipts and disbursements, net gain or
loss, obligations and receivables expected to accrue but remain unpaid,
other than professional fees, for the 30-day period following the filing
of the chapter 11 cases, and any other information relevant to an
understanding of the foregoing, pursuant to Local Bankruptcy Rule
1007-2(b)(3).
94. I declare under penalty of perjury that, to the best of my knowledge and
after reasonable inquiry, the foregoing is true and correct.
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Dated: May 15, 2023
/s/Frank A. Pometti
Name: Frank A. Pometti
Title: Chief Restructuring Officer
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Exhibit A
Corporate Organization Chart

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Exhibit B
Evidentiary Support for First Day Pleadings1
1
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the
applicable First Day Pleading.
Pg 49 of 92
I. Procedural First Day Pleadings
A. Debtors’ Motion for Entry of an Order Authorizing and Directing Joint

Administration of Chapter 11 Cases (the “Joint Administration Motion”)
1. In the Joint Administration Motion, the debtors seek entry of an order
directing joint administration of their Chapter 11 Cases for procedural purposes only. As
set forth above, the Debtors are “affiliates” with one another as that term is defined in
section 101(2) of the Bankruptcy Code and as used in Bankruptcy Rule 1015(b), with VICE
as the direct or ultimate parent. Given the integrated nature of the Debtors’ operations,
joint administration of these Chapter 11 Cases will provide significant administrative
convenience without harming the substantive rights of any party in interest. As such,
joint administration of the Chapter 11 Cases is appropriate pursuant to Bankruptcy Rule
1015(b).
2. Joint administration of these cases is also appropriate because it will avoid
the unnecessary time and expense of duplicative motions, applications, orders, and other
papers and related notices that otherwise would need to be filed in all of the cases absent
joint administration. By permitting counsel for all parties in interest to file all notices,
applications, motions, and other pleadings under a single case number, I believe that joint
administration will promote judicial economy and avoid duplicative and potentially
confusing filings. Accordingly, I believe that the relief requested in the Joint
Administration Motion is in the best interests of the Debtors’ estates, their creditors, and
all other parties in interest.

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B. Debtors’ Motion for Entry of an Order (I) Extending Time to File

Schedules of Assets and Liabilities and Statements of Financial Affairs
and (II) Granting Related Relief (the “Schedules Motion”)
3. In the Schedules Motion, the Debtors seek entry of an order (i) extending
the initial 14-day period to file their schedules of assets and liabilities and statements of
financial affairs for an additional 30 days, for a total of 44 days, without prejudice to the
Debtors’ ability to request additional time or to seek other relief, and (ii) granting related
relief.
4. The Court’s grant of an extension of time to file the Schedules and
Statements is appropriate in light of the circumstances surrounding these Chapter 11
Cases. It is my understanding that in order to prepare the Schedules and Statements, the
Debtors must compile information from books, records, and documents relating to the
claims of numerous creditors, as well as the Debtors’ assets and contracts. This
information is voluminous and collecting it requires a substantial expenditure of time
and effort on the part of the Debtors and their professional advisors in the near term—
when these resources would be best used to ensure a smooth transition of the Debtors
into chapter 11. In my opinion, focusing the attention of key personnel on critical
operation and chapter 11 compliance issued during the early days of these Chapter 11
Cases will maintain the stability of the Debtors’ business operations and facilitate the
Debtors’ smooth transition into chapter 11, thereby maximizing value for their estates,
their creditors, and other parties in interest.
5. While the Debtors, with the help of their professional advisors, are working
diligently and expeditiously on the preparation of the Schedules and Statements,
resources have concentrated on the aforementioned objectives. Accordingly, the
employees with the expertise to complete the Schedules and Statements have been pre-
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occupied by numerous other restructuring work matters in addition to their ordinary
course duties as employees of the Debtors. I believe that the immense volume of
information that must be assembled and compiled and the potentially hundreds of
employee and professional hours required to complete the Schedules and Statements
constitute good and sufficient cause for granting the requested extension of time. In
addition, I understand that employee efforts during the initial postpetition period are
critical, and the Debtors must devote their time and attention to business operations to
maximize the value of the Debtors’ estates during this period.
6. Due to the amount of work entailed in completing the Schedules and
Statements for cases of this size, and the competing demands upon the limited number
of employees available to assist the Debtors and their professionals, I understand that the
Debtors will not be able to complete the Schedules and Statements properly and
accurately within the required 14-day time period provided for under Bankruptcy Rule
1007(c), and, therefore, I believe that ample cause exists for the requested extension.
C. Debtors’ Motion for Entry of an Order (I) Authorizing the Debtors to

Prepare a Consolidated List of Creditors in Lieu of Submitting a Separate
Mailing Matrix for Each Debtor, (II) Authorizing the Debtors to File a
Consolidated List of the Debtors’ Thirty Largest Unsecured Creditors,
(III) Authorizing the Debtors to Redact Certain Personally Identifiable
Information, (IV) Approving the Form and Manner of Notifying
Creditors of Commencement, and (V) Granting Related Relief
(the “Creditor Matrix Motion”)
7. The Debtors have filed a purely administrative or procedural motion
seeking entry of an order (i) authorizing the Debtors to prepare a consolidated list of
creditors in lieu of submitting a separate mailing matrix for each Debtor; (ii) authorizing
the Debtors to file a consolidated list of the Debtors’ 30 largest unsecured creditors;
(iii) authorizing the Debtors to redact certain personally identifiable information;
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(iv) approving the form and manner of notifying creditors of the commencement of these
Chapter 11 Cases; and (v) granting related relief.
8. Permitting the Debtors to file a consolidated list of creditors, as opposed to
a separate creditor matrix for each Debtor, is, in my opinion, warranted under the
circumstances of these cases. Indeed, because the Debtors estimate that they have
thousands of creditors and other parties in interest, I believe that filing separate creditor
matrices for each Debtor would be a duplicative and burdensome task. Additionally, I
understand that converting the Debtors’ computerized information to a format
compatible with the matrix requirements would be time-consuming and, more
importantly, would greatly increase the risk of error. As such, I believe that the Debtors’
request to file the consolidated list of creditors as it is currently formatted and in
accordance with the procedures outlined in the Creditor Matrix Motion is reasonable and
warranted under the circumstances.
9. The Debtors, working together with AlixPartners LLP and Stretto, Inc.
(“Stretto”) have already prepared a single, consolidated list of the Debtors’ creditors in
electronic format. The Debtors are prepared to make the Creditor Matrix available in
electronic form to any party in interest who so requests (or in non-electronic form at such
requesting party’s sole cost and expense) in lieu of submitting a mailing matrix to the
clerk of this Court.
10. The Debtors also request authority to prepare a consolidated list of the
Debtors’ 30 largest unsecured creditors. Compiling separate top-20-creditor lists for each
individual Debtor would consume a substantial amount of the Debtors’ time and
resources. I believe that a single, consolidated list of the Debtors’ 30 largest unsecured,
non-insider creditors will aid the U.S. Trustee in its efforts to communicate with these
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creditors. Filing a single consolidated list of the 30 largest unsecured creditors in these
Chapter 11 Cases is appropriate for these reasons.
11. Additionally, the Debtors request authority to redact certain personally
identifiable information from their lists of creditors. The Debtors respectfully submit that
it is appropriate to authorize the Debtors to redact from any paper filed or to be filed with
the Court in these Chapter 11 Cases, including the lists of creditors and their Schedules
and Statements, (i) the home addresses of individual creditors—including the Debtors’
employees—and individual equity holders and (ii) the names, addresses, and other
personally identifiable data of any natural person to the extent they are processed subject
to applicable UK, EU, or Jersey privacy laws because, respectively, (x) such information
can be used to perpetrate identity theft and phishing scams or to locate survivors of
domestic violence, harassment, or stalking under 11 U.S.C. § 107(c)(1), and (y) disclosure
risks violating such applicable UK, EU, or Jersey privacy laws, exposing the Debtors to
potential civil liability and significant financial penalties.
12. The Debtors propose to provide an unredacted version of the Creditor
Matrix, Schedules and Statements, and any other applicable filings redacted pursuant to
the proposed Order to (i) the Court, the U.S. Trustee, counsel to any official committee
appointed in these Chapter 11 Cases, and (ii) any party in interest upon a request to the
Debtors (email is sufficient) or to the Court that is reasonably related to these Chapter 11
Cases. In each case, this would be subject to a review of whether such disclosure, on a
case-by-case basis, would violate any obligation under the Data Protection Regimes, or
any other privacy or data protection law or regulation. In addition, the Debtors will
distribute as applicable any notices that are received at the Debtors’ corporate
headquarters and are intended for a current employee.
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13. Finally, the Debtors request authority to serve their proposed notice of
commencement, and all mailings directed by the Court or the U.S. Trustee, through their
proposed claims and noticing agent. The notice of commencement informs creditors of
the commencement of these Chapter 11 Cases, the time and location of the Section 341
Meeting, and the Bar Dates. The notice of commencement also provides instructions for
attending the Section 341 Meeting and the procedure for filing proofs of claim. I believe
that using Stretto to promptly provide notices to all applicable parties will maximize
efficiency in administering these Chapter 11 Cases and will ease administrative burdens
that would otherwise fall upon the Court and the U.S. Trustee. Additionally, Stretto will
assist the Debtors in preparing creditor lists and mailing initial notices, and, therefore,
there are efficiencies in authorizing Stretto to mail the notice of commencement of these
Chapter 11 Cases.
14. Accordingly, I believe that the relief requested in the Creditor Matrix
Motion is in the best interests of the Debtors’ estates.
D. Debtors’ Application Seeking Entry of an Order (I) Authorizing and

Approving the Appointment of Stretto, Inc. as Claims and Noticing
Agent and (II) Granting Related Relief (the “Claims and Noticing Agent
Application”)
15. The Debtors seek entry of an order appointing Stretto as claims and noticing
agent for the Debtors in these Chapter 11 Cases effective as of the Petition Date including
assuming full responsibility for the distribution of notices and the maintenance,
processing, and docketing of proofs of claim filed in the Debtors’ Chapter 11 Cases, and
(ii) granting related relief.
16. The Debtors selected Stretto because it is one of the nation’s leading
bankruptcy administrators and has extensive experience performing these tasks in cases
of this size. I believe that Stretto is well-qualified to perform the services contemplated
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in its retention application. I believe that Stretto’s rates are competitive and reasonable
given Stretto’s quality of services and expertise. The terms of Stretto’s retention are set
forth in the Engagement Agreement attached to the Claims and Noticing Agent
Application as Exhibit C; provided that Stretto is seeking approval solely of the terms and
provisions as set forth in their application and the proposed order attached thereto.
17. Given the number of anticipated claimants and the complexity of the
Debtors’ businesses, I believe that the appointment of Stretto as claims and noticing agent
is in the best interest of the Debtors’ estates and their creditors, because the distribution
of notices and the processing of claims will be expedited, and the Clerk’s Office will be
relieved of the administrative burden of processing what may be an overwhelming
number of claims.
II. Operational First Day Pleadings
A. Debtors’ Motion for Entry of Interim and Final Orders (I) Authorizing
Debtors to Pay Certain Taxes and Fees and (II) Granting Related Relief
(the “Taxes Motion”)
18. In the ordinary course of their businesses, the Debtors collect, incur, and
withhold income taxes, sales taxes, use taxes, value-added taxes, personal property taxes,
franchise taxes and fees, foreign taxes, and various other governmental taxes, fees, and
assessments. The Debtors pay or remit Taxes and Fees to various federal, state,
provincial, local, and foreign governmental units, including taxing authorities (on a
periodic basis (monthly, quarterly, semi-annually, or annually) depending on the nature
and incurrence of a particular Tax or Fee and as required by applicable laws and
regulations. The Debtors generally pay and remit Taxes and Fees through checks and
electronic transfers that are processed through their banks and other financial institutions
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or service providers. The Debtors estimate that approximately $1.3 million in Taxes and
Fees are outstanding as of the Petition Date.
19. Any failure by the Debtors to pay the Taxes and Fees could materially
disrupt the Debtors’ business operations in several ways, including: (i) the Governmental
Authorities may initiate audits of the Debtors, which would unnecessarily divert the
Debtors’ attention from these Chapter 11 Cases; (ii) the Governmental Authorities may
attempt to suspend the Debtors’ operations, file liens, seek to lift the automatic stay, and
pursue other remedies that will harm the estates; and (iii) in some instances, certain of
the Debtors’ directors and officers could be subject to claims of personal liability, which
would likely distract those key individuals from their duties related to the Debtors’
restructuring. Taxes and Fees not paid on the due date as required by law may result in
fines and penalties, the accrual of interest, or both. Moreover, the Debtors also collect
and hold certain outstanding tax liabilities in trust for the benefit of the applicable
Governmental Authorities, and these funds may not constitute property of the Debtors’
estates.
20. I believe that the relief requested in the Taxes Motion is in the best interest
of the Debtors’ estates, their creditors, and all other parties in interest, and will enable the
Debtors to continue to operate their businesses in chapter 11 without disruption.
B. Debtors’ Motion for Entry of Interim and Final Orders (I) Establishing
Notice and Objection Procedures for Transfers of Equity Securities and
Claims of Worthless Stock Deductions and (II) Granting Related Relief
(the “NOL Motion”)
21. Pursuant to the NOL Motion, the Debtors seek entry of interim and final
orders (i) establishing notice and objection procedures related to certain transfers of and
declarations of worthlessness for federal or state tax purposes with respect to the existing
Common Stock or Preferred Stock of VICE, or any beneficial ownership thereof; (ii)
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directing that any purchase of, sale of, or other transfer or declaration of worthlessness
with respect to VICE Stock in violation of the procedures set forth therein be null and
void ab initio; and (iii) granting related relief, including scheduling a hearing to consider
approval of the NOL Motion on a final basis.
22. I understand that the Debtors generate various Tax Attributes that are of
significant value to the Debtors and their estates because the Debtors may be able to
utilize the Tax Attributes to offset any taxable income generated by transactions
consummated during and after these Chapter 11 Cases. Additionally, the Debtors may
be able to carry forward certain of those Tax Attributes to offset federal taxable income
or federal liability in future years. I believe that any termination or limitation of the Tax
Attributes, including during the first month of these Chapter 11 Cases, could cause
significant and irreparable damage to the Debtors’ estates and stakeholders.
23. The Debtors estimate that, as of the Petition Date, they collectively have
federal and state NOL carryovers in excess of $1 billion. The Debtors also may have
additional disallowed business interest carryforwards, foreign tax credits, net unrealized
built-in loss or other Tax Attributes as of the Petition Date. Furthermore, the Debtors
believe that, based on currently available information, they may generate significant
additional Tax Attributes in the current and future tax years, including during the
pendency of these Chapter 11 Cases. The Tax Attributes provide the potential for
material future tax savings or other tax structuring possibilities in these Chapter 11 Cases
because the Debtors can generally carry forward their Tax Attributes to offset future
taxable income, thereby reducing their future aggregate tax obligations. Additionally,
such Tax Attributes may generally be utilized by the Debtors to offset any taxable income
generated by transactions consummated during these Chapter 11 Cases. Thus, the value
of the Tax Attributes will inure to the benefit of all of the Debtors’ stakeholders.
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24. If no restrictions on trading or worthlessness deductions are imposed as
requested in the NOL Motion, such trading or deductions could severely limit or even
eliminate the Debtors’ ability to utilize the Tax Attributes. I believe that the loss of these
valuable estate assets could lead to significant negative consequences for the Debtors,
their estates, their stakeholders, and the overall reorganization process. I further believe
that the procedures and other relief requested in the NOL Motion may be critical for
maximizing estate value and will help ensure a meaningful recovery for creditors. I
believe that the relief requested in the NOL Motion is in the best interest of the Debtors’
estates, their creditors, and all other parties in interest.
C. Debtors’ Motion for Entry of Interim and Final Orders (I) Authorizing
the Debtors to Continue to (A) Utilize their Existing Cash Management
System, (B) Maintain their Existing Bank Accounts, (C) Perform
Intercompany Transactions, (D) Utilize and Maintain their Existing
Business Forms and (E) Utilize their Corporate Credit Card Programs and
(II) Granting Related Relief (the “Cash Management Motion”)
25. Pursuant to the Cash Management Motion, the Debtors seek entry of
interim and final orders (i) authorizing the Debtors to continue to (a) utilize their existing
cash management system, (b) maintain their existing bank accounts, (c) perform
intercompany transactions, (d) utilize and maintain their existing business forms, and (e)
utilize their corporate credit card programs and to pay any related expenses or fees with
respect to the same; and (ii) setting the date of a final hearing and granting related relief.
26. In the ordinary course of its business, the Company, like other business
enterprises of its size and scope, utilizes a sophisticated centralized cash management
system to collect, transfer, and disburse funds in a manner that promotes the efficient
operation of its integrated business operations. The Cash Management System is a critical
component of the Company’s complex global operations and is integral to the ability of
the Debtors and their non-Debtor affiliates to process payrolls and satisfy obligations to
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vendors and content providers. The Cash Management System allows the Company to
manage cash efficiently and maintain control over the administration of their accounts,
while facilitating cash monitoring, forecasting, and reporting functions.
27. The Cash Management System currently utilizes 46 bank accounts that the
Debtors control,8 which are identified on Exhibit C to the Cash Management Motion. In
addition, the Cash Management System utilizes 228 bank accounts of Non-Debtor
Affiliates, excluding accounts of non-Debtor joint ventures in which the Company is a
party. An illustrative schematic of the Cash Management System is attached as Exhibit
D to the Cash Management Motion.
28. The Cash Management System generally operates through a division of the
Bank Accounts into three regional segments: (i) the United States and Canada (“NA
Region”); (ii) Europe, the Middle East, and Africa (“EMEA Region”); and (iii) Asia and
the Pacific (“APAC Region”). All of the Debtor Bank Accounts are in the NA Region and
the EMEA Region, with 43 Debtor Bank Accounts in the United States and three Debtor
Bank Accounts in the United Kingdom.
29. Of the 46 Debtor Bank Accounts, 44 are at JPMorgan Chase Bank, N.A.
(“JPMC”), one is at City National, N.A. (“City National”), and one is at PNC. Of the
Debtor Bank Accounts at JPMC, 41 are part of the NA Region (all of which are located in
the United States) and three are part of the EMEA Region (all of which are located in the
United Kingdom). The Debtor Bank Accounts at PNC and City National are both part of
the NA Region (located in the United States).
8
The Debtors have an interest in one escrow account in the United States that is at PNC Bank, N.A.
(“PNC”).
12
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30. The Debtors incur periodic service charges and other fees in connection
with the maintenance of the Cash Management System, including processing fees and
monthly bank fees for certain Bank Accounts. Bank Fees average approximately $42,000
per month for monthly bank fees, and approximately $25,000-$40,000 per month for
overdraft interest, depending on utilization. The banks to whom Bank Fees are owed
may have rights of setoff for such fees against amounts on deposits in the various Bank
Accounts. Specifically, in the case of JPMC, some of these Bank Fees are secured pursuant
to an Assignment of Deposits among Debtor VICE Media LLC and JPMC, dated May 1,
2019, pledging certain deposit accounts held by VICE Media LLC and its subsidiaries in
favor of JPMC as security for costs and expenses incurred by JPMC in connection with
the covered Bank Accounts.
31. JPMC, PNC, and City National are Authorized Depositories in the Southern
District of New York by the Office of the United States Trustee for the Southern District
of New York, pursuant to the Operating Guidelines and Reporting Requirements for Debtors
in Possession and Trustees.
32. The Debtors use a variety of preprinted business forms in the ordinary
course of business. To minimize expenses to their estates and avoid confusion on the part
of employees, customers, vendors, and suppliers during the pendency of these chapter
11 cases, the Debtors request that the Court authorize their continued use of all Business
Forms in existence immediately before the Petition Date, without reference to the
Debtors’ status as debtors in possession. The Debtors submit that once they have
exhausted their existing stock of Business Forms, they shall ensure that any new Business
Forms are clearly labeled “Debtor in Possession,” and with respect to any Business Forms
that exist or are generated electronically, the Debtors shall ensure that such electronic
Business Forms are clearly labeled “Debtor in Possession.”
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33. In the ordinary course of business, the Debtors maintain various company
paid Corporate Cards that are utilized to pay for certain work-related expenses,
emergencies, online purchases of supplies, and other small, non-recurring purchases
made on behalf of the Debtors. The Corporate Cards are issued by three credit card
providers, American Express (“AMEX”), JPMC, and Barclays PLC. As of the Petition
Date, approximately 318 Corporate Cards have been issued by the Corporate Card
Providers.
34. In general, Corporate Cards are issued to specific employees, such as
Production Managers, who file expense reports for the Debtors’ payment of business-
related expenses incurred on the Corporate Cards. The Debtors directly incur certain
business-related expenses through the Corporate Cards, without the Debtors’ employees
incurring any reimbursable expenses. The Debtors receive monthly statements for
purchases (the “Corporate Card Expenses”) made with the Corporate Cards in the
preceding month. The cards issued by Barclays are paid primarily through a direct debit,
the cards associated with JPMC are paid via EFT Debit. The AMEX cards maintain
individualized statements, and the company pays the VICE Media Debtor entity’s cards
via a general EFT Debit or through ACH payments and the Refinery29 Debtor entity’s
cards by wire. Once the Debtors determine that the Corporate Card Expenses comply
with the Debtors’ policies and procedures, the Debtors typically pay at least part of the
outstanding Corporate Card Expenses within 30 days of receipt of such statements. Due
to the individualized nature of the AMEX statement, the company contributes weekly
towards the balance of each card in order to avoid late payment fees. As of the Petition
Date, the Debtors estimate that there are $380,000 of accrued but unpaid purchasing card
expenses from JPMC that will become due and owing within the first twenty-one days of
these Chapter 11 Cases.
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35. The Company, comprising both the Debtors and Non-Debtor Affiliates,
forms a single, integrated global enterprise under common management. As part of that
integrated enterprise, the Debtors engage in numerous Intercompany Transactions.
Intercompany Transactions include, among other things, global management and legal
services, production services, IT services, purchasing, and maintaining insurance policies
on behalf of the Company. In the ordinary course of business, the Debtors make
Intercompany Transactions to either (a) reimburse certain Debtor or non-Debtor affiliates
for various expenditures associated with their business or (b) fund certain Debtors’ or
non-Debtor affiliates’ accounts in anticipation of such expenditures, as needed.
36. The Debtors track all Intercompany Transactions through their accounting
system and can ascertain, trace, and account for all Intercompany Transactions. If the
Intercompany Transactions were to be discontinued, the Cash Management System and
the Debtors’ operations would be disrupted unnecessarily to the detriment of the
Debtors, their creditors, and other stakeholders.
37. I believe that the relief requested in the Cash Management Motion is in the
best interest of the Debtors’ estates, their creditors, and all other parties in interest and
will facilitate the Debtors’ ability to operate their businesses in chapter 11 without
disruption.
D. Debtors’ Motion for Entry of Interim and Final Orders

(I) Authorizing the Debtors to (A) Continue their Prepetition Insurance
Coverage and Pay Prepetition Obligations Thereunder, (B) Renew,
Amend, Supplement, Extend, or Purchase Insurance Policies, (C)
Continue to Pay Insurance Brokerage Commissions, and (II) Granting
Related Relief (the “Insurance Motion”)
38. By the Insurance Motion the Debtors request entry of interim and final
orders (i) authorizing, but not directing, the Debtors to (a) continue their prepetition
insurance coverage and pay all prepetition obligations thereunder, (b) renew, amend,
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supplement, extend, or purchase insurance coverage in the ordinary course of business
on a postpetition basis, and (c) satisfy payment of prepetition obligations on account of,
and continue to pay, Insurance Brokerage Commissions in the ordinary course, and (ii)
setting the date of a final hearing and granting related relief.
39. In the ordinary course of business, the Debtors maintain approximately 30
insurance policies that are administered by a variety of third-party carriers, providing,
among other things, general liability coverage, excess liability, employer’s liability,
property coverage, production coverage (including coverage for producer liability, cast
issues, imminent peril, extra expenses, event cancellation and other production related
issues), directors’ and officers’ liability, employment practices liability, fiduciary liability,
crime/theft, international general liability, cyber and technology, errors and omissions,
business travel accident and security incident response coverage. A list of the Debtors’
Insurance Policies and Insurers is attached as Exhibit C to the Insurance Motion.
40. From time to time, the Company takes out limited Insurance Policies for
specific, time-defined projects. As of the Petition Date, the Debtors are current on all
obligations owing under such Project-Based Insurance Policies. The Debtors are seeking
authority, but not direction, to continue to take out such Project-Based Insurance Policies
as needed for their projects in the ordinary course of business. Continuation and renewal
of the Insurance Policies and entry into new insurance policies, as applicable, are essential
to the preservation of the value of the Debtors’ properties and assets. Moreover, in many
instances, coverage provided by the Insurance Policies is required by regulation, laws,
and contracts governing the Debtors’ commercial activities, including the requirement of
the U.S. Trustee that a debtor maintain adequate coverage given the circumstances of its
chapter 11 case.
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41. The Debtors typically obtain their Insurance Policies through their
Insurance Brokers who assist the Debtors with: (i) obtaining comprehensive, cost-
effective insurance coverage for their operations; (ii) negotiating policy terms, provisions,
and premiums; (iii) administering claims; and (iv) providing ongoing support
throughout policy periods. The Debtors pay the Insurance Brokers the entire amount of
the Insurance Premium due under certain Insurance Policies, from which the Insurance
Broker deducts a percentage of the Insurance Premium as compensation for its services,
and direct payment of the remaining funds to the applicable Insurer. I believe that the
Insurance Brokers’ services are necessary to the Debtors’ ability to obtain Insurance
Policies on reasonable terms and at competitive rates. The Insurance Brokers’ services
will also facilitate the proper maintenance of the Debtors’ Insurance Policies post-petition
and ensure adequate protection of the Debtors’ property. As of the Petition Date, the
Debtors do not believe there are any unpaid pre-petition obligations in connection with
the Insurance Brokerage Commissions.
42. The Debtors’ ability to maintain the Insurance Policies, to renew,
supplement, and modify the same as needed, and to enter into new insurance policies as
needed in the ordinary course of business, is essential to preserving the value of the
Debtors’ businesses, operations, and assets. In many instances, insurance is required by
statutes, rules, regulations, and contracts that govern the Debtors’ commercial activities,
including the requirements of the U.S. Trustee that a debtor maintain adequate coverage
given the circumstances of its chapter 11 case. In particular, it is critical that the Debtors
maintain their production coverage in order to complete content driven projects on a
timely and uninterrupted basis. Accordingly, I believe that the relief requested in the
Insurance Motion is in the best interest of the Debtors’ estates, their creditors, and all
17
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other parties in interest and will facilitate the Debtors’ ability to operate their businesses
in chapter 11 without disruption.
E. Debtors’ Motion for Entry of Interim and Final Orders (I) Authorizing
the Debtors to Pay Prepetition Claims of Certain (A) Freelancers, (B)
Critical Vendors, and (C) Foreign Vendors and (II) Granting Related
Relief (the “Critical Vendors Motion”)
43. Pursuant to the Critical Vendors Motion the Debtors seek entry of interim
and final orders (i) authorizing, but not directing, the Debtors to pay or otherwise honor
certain prepetition claims and obligations, in the ordinary course of business, owing to:
(a) Freelancers; (b) Critical Vendors; and (c) Foreign Vendors, and (ii) setting the date of
a final hearing and granting related relief.
44. As a multiplatform media company, VICE relies on continuing access to,
and relationships with, its Key Suppliers, which include irreplaceable Freelancers who
are essential for the Debtors’ production activities, vendors who are critical to the
development and production of content and advertising, and other crucial vendors and
service providers.
45. Additionally, many of the Debtors’ obligations to Key Suppliers arise out
of the Debtors’ agreements with their customers and are essential to allow the Debtors to
fulfill such agreements. Often, when the Debtors enter into an agreement with a
customer, such customer may require the Company to use certain vendors in connection
with that agreement. In such cases, the use of the Key Supplier’s services is critical for
the Debtors’ ability to continue the existing relationship with the customer. Any
interruption of such Key Suppliers’ services as a consequence of a failure to pay them
might cause significant harm to the Debtors’ customer relationships and might even
result in the termination of the Debtors’ current projects, leading to a loss of revenue that
the Debtors cannot afford.
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46. Due to the industries in which the Debtors operate, in the ordinary course
of business, they have historically utilized the services of more than 1,800 Freelancers.
The Freelancers, who either are engaged directly by the Debtors or through Staffing
Agencies include writers, influencers, producers, and other creative talent, and are
essential to the Debtors’ production of journalism, advertising, television, films, podcasts,
digital content, and other content. The Freelancers play a central role in the Debtors’
operations. They possess specific qualifications, skills, and expertise, without which the
Debtors would not be able to produce the high-quality content for which they are known
around the world. The Freelancers are critical to the Debtors’ ongoing viability, and their
importance cannot be overstated.
47. Subject to the Court’s approval, the Debtors intend to pay Key Supplier
Claims only to the extent necessary to preserve their businesses. The Debtors have
designated a core group of executives, advisors, and employees who have experience in
the Debtors’ business and in the Debtors’ value-preserving process, which will review,
assess, and, as appropriate, recommend payment on account of trade claims to determine
whether they should be treated as Key Supplier Claims. In return for paying Key
Supplier Claims, the Debtors will use commercially reasonable efforts to condition
payment of such claims upon each such Key Supplier’s agreement to continue supplying
goods and services to the Debtors in accordance with Customary Trade Terms. In
particular, the Debtors will have each Critical Vendor, with the exception of (i)
Freelancers and (ii) any Critical Vendor with a prepetition balance of less than $50,000,
execute a Trade Agreement. Additionally, in connection with making a payment to a
Foreign Vendor with prepetition claims exceeding $50,000, the Debtors will seek an
acknowledgement that such Foreign Vendor will continue providing services to the
Debtors on Customary Trade Terms.
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48. After an extensive review and analysis of the Debtors’ vendors, the Debtors
and their advisors identified the vendors that they rely on to continue to generate revenue
on an uninterrupted basis and operate their businesses. The Critical Vendors include
vendors and suppliers who provide the Debtors with various goods and services,
including, but not limited to, production equipment and services, content, licensing,
information technology services, telecommunications equipment and services, and
advertising and marketing-related services. The Debtors’ trade relationships with their
Critical Vendors generally are not governed by long-term contracts, and the Debtors
believe that those trade relationships may materially deteriorate if the Debtors are unable
to pay Critical Vendor Claims, causing interruptions and delays in the Debtors’
operations, with potentially devastating effects on the value of the Debtors’ estates.
49. The Critical Vendors provide mission-critical goods and services that
support the Debtors’ production of content and advertising. Any attempt to replace these
Critical Vendors would be highly disruptive to the Debtors’ businesses and operations,
particularly during the Debtors’ transition into chapter 11. Payment of the Critical Vendor
Claims is essential to avoid costly disturbances to the Debtors’ businesses during these
Chapter 11 Cases at this critical juncture.
50. Due to the international scope of the Debtors’ businesses, a critical
component of the Debtors’ operations involves transacting with Foreign Vendors. The
Foreign Vendors supply goods and services to the Debtors that are crucial to the Debtors’
ongoing international operations and for the continuation of their businesses in the
ordinary course during these Chapter 11 Cases, including production equipment and
services, content, licensing, information technology services, and advertising and
marketing-related services. Maintaining existing relationships with the Foreign Vendors
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is essential for the Debtors to continue to operate in the ordinary course. Replacing these
Foreign Vendors would be time-consuming, impracticable, and cost-prohibitive.
51. I believe that the relief requested in the Critical Vendors Motion is in the
best interest of the Debtors’ estates, their creditors, and all other parties in interest and
will facilitate the Debtors’ ability to operate their businesses in chapter 11 without
disruption.
F. Debtors’ Motion for Entry of Interim and Final Orders (I) Authorizing
Debtors to (A) Pay Prepetition Wages, Salaries, Reimbursable Expenses,
and other Obligations Arising from Compensation and Benefits
Programs and (B) Continue Compensation and Benefits Programs and
(II) Granting Related Relief (the “Wages Motion”)
52. Pursuant to the Wages Motion, the Debtors seek entry of interim and final
orders (i) authorizing the Debtors to (a) pay prepetition wages, salaries, reimbursable
expenses, and other obligations arising from the Compensation and Benefits Programs in
the ordinary course of business as provided therein and (b) continue to administer the
Compensation and Benefits Programs, and (ii) and granting related relief.
53. As of the Petition Date, following a significant reduction in force, the
Debtors directly employ approximately 679 employees,9 of which five are part-time
Employees. All of the Debtors’ Employees that are the subject of the relief requested in
the Wages Motion are employed in the United States.10 The majority of the Employees
are salaried; however, approximately six Employees are paid on an hourly basis.
Approximately 151 of the Employees are members of various labor unions and are
9
In addition to the Debtors’ Employees, the Debtors’ non-debtor affiliates employ approximately 684
individuals at various locations throughout the world.
10
Debtor entity Vice Europe Holding Limited, is incorporated in the Bailiwick of Jersey and has one
employee. However, this individual is paid by, and receives all of his employment benefits from, non-
debtor entity Vice UK Limited. Accordingly, the Debtors do not seek relief to pay the compensation
and benefits of this employee pursuant to the Wages Motion.
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covered by various collective bargaining agreements. After implementing certain cost-
cutting initiatives and an operational restructuring, in part due to the termination of the
VWN agreement, the Debtors made a series of workforce reductions. On May 5, 2023,
the Debtors reduced their workforce by approximately 32 employees, following an initial
reduction in force of approximately 32 employees in April 2023 (collectively, the “RIF”).
For the avoidance of doubt, I note that the numbers in this paragraph reflect the RIF.
54. In the ordinary course of business, the Debtors make severance payments
to certain non-Insider, rank-and-file former employees in the event of a termination of
employment by the Debtors that is not for “cause.” The Debtors also subsidize the cost
of COBRA premiums for eligible Employees for the duration of the negotiated severance
period, as well as one month of outplacement services. As a result of the RIF, certain non-
insider former employees are entitled to severance, which the Debtors seek to pay in the
ordinary course of business and pursuant to a final order only.
55. The Debtors’ Workforce is critical to preserving the value of the Debtors’
estates. Failure to maintain the continued, uninterrupted services of their Workforce
would upend the Debtors’ restructuring and jeopardize their businesses as a going
concern. The Employees rely on their compensation and benefits to pay their daily living
expenses. The individuals that comprise the Workforce would experience significant
financial hardship if the Court does not permit the Debtors to continue paying their
compensation and provide them with health and other benefits. Accordingly, the relief
requested in the Wages Motion is necessary and appropriate under the facts and
circumstances of these Chapter 11 Cases.
56. The Debtors seek authority to pay the aggregate amounts related to
prepetition amounts owed on account of the Compensation and Benefits Programs set
forth in the table below:
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Interim
Compensation and Withholdings Final Amount
Amount
Employee Wages - -
Commissions $350,000 $550,000
Withholding Obligations - -
Payroll Processing Fees $76,500 $1,286,000
Reimbursable Business Expenses $35,000 $70,000
Interim
Health and Welfare Programs Final Amount
Amount
Medical, Dental, and Vision Insurance $255,600 $255,600
Flexible Spending Account Programs $2,600 $2,600
Other Health Benefits $1,330 $1,330
Life and AD&D $40,000 $40,000
Disability Benefits $180,000 $360,000
401(k) and Pension Plans $2,000 $2,000
Time Off Policies - $1,038,400
Miscellaneous Benefits $2,500 $2,500
Severance and Incentive Programs Interim
Final Amount
Amount
Non-Insider Severance Practices - $700,000
Non-Insider Discretionary Bonuses - $10,000
Total $945,530 $4,318,430
57. I believe that the Employees provide the Debtors with services necessary to
conduct the Debtors’ businesses, and that absent the payment of the amounts owed under
the Compensation and Benefits Programs, the Debtors may experience significant
employee turnover and instability at this critical time. Additionally, a significant portion
of the value of the Debtors’ businesses is tied to their Workforce, which cannot be
replaced without significant cost and efforts—which may not even be possible at this
juncture.
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58. Sections 507(a)(4) and 507(a)(5) of the Bankruptcy Code entitle the majority
of the Compensation and Benefits Programs to priority treatment. As priority claims, the
Debtors are required to pay these claims in full to confirm a chapter 11 plan. Additionally,
the Debtors should be authorized to pay certain withholding obligations amounts that
governments, Employees, and judicial authorities have designated for deduction from
Employees’ wages and that federal, state, and local government require the Debtors to
remit.
59. In light of the foregoing, I believe that payment of prepetition obligations
with respect to the Compensation and Benefits Programs is a necessary and critical
element of the Debtors’ efforts to preserve value and will give the Debtors the greatest
likelihood to retain the Employees as the Debtors seek to operate their businesses in these
Chapter 11 Cases. For these reasons, the relief requested in the Wages Motion is in the
best interests of the Debtors, their creditors and all other parties-in-interest.
G. Debtors’ Motion for Entry of an Order (I) Prohibiting Utility Providers

from Discontinuing, Altering, or Refusing Service, (II) Approving
Proposed Form of Adequate Assurance of Payment to Utility Providers,
(III) Establishing Procedures for Resolving Requests for Additional
Assurance, and (IV) Granting Related Relief (the “Utilities Motion”)
60. Pursuant to the Utilities Motion, the Debtors seek entry of an order (i)
prohibiting the Utility Providers and Consenting Foreign Utility Providers (as defined
herein) from discontinuing, altering, or refusing service, (ii) approving the proposed form
of adequate assurance of payment to the Utility Providers and Consenting Foreign Utility
Providers, (iii) establishing procedures for resolving requests for additional adequate
assurance of payment, and (iv) granting related relief.
61. In the ordinary course operation of the Debtors’ businesses, the Debtors
obtain water, sewer service, telecommunications, electricity, waste disposal, natural gas,
and other similar services from a number of utility providers. A list of the Utility
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Providers that directly provide Utility Services to the Debtors, together with the average
monthly payment for each Utility Provider, and where available, the Debtors’ account
number with each Utility Provider is attached to the Utilities Motion as Exhibit B.
62. The Debtors’ businesses rely on the uninterrupted receipt of Utility Services
for their operations. If a Utility Provider were to refuse or discontinue service, even for a
brief period, the Debtors’ business operations could be disrupted. Such a disruption could
jeopardize the Debtors’ ability to administer the Chapter 11 Cases and adversely affect
not only their production of revenue generating content, but also their employee relations
and morale, which, in turn, would negatively affect the Debtors’ financial and operational
condition to the detriment of the Debtors’ estates. Accordingly, it is essential that the
Utility Services continue uninterrupted during the Chapter 11 Cases.
63. To the best of the Debtors’ knowledge there are no defaults or arrearages
with respect to undisputed invoices for prepetition Utility Services. In the aggregate, the
Debtors paid approximately $170,000 per month during the 2022 calendar year for Utility
Services. The Debtors estimate that approximately $650,000 of invoices on account of
prepetition Utility Services have accrued and remain payable. The Debtors estimate that
the cost for Utility Services that will need to be paid by the Debtors to the Utility Providers
during the next 30 days will total approximately $170,000.
64. The Debtors intend to pay post-petition obligations to the Utility Providers,
and, as applicable to their landlords and other third parties who make such payments
directly to the Utility Providers, in a timely manner and in the ordinary course of business
on a post-petition basis. The Debtors believe that they will have sufficient funds to pay
amounts described in the Motion by virtue of anticipated access to post-petition financing
and cash collateral.
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65. To provide additional assurance of payment for Utility Services, the
Debtors propose to deposit $84,250 into a segregated account, within thirty days after the
Petition Date. The amount of the Aggregate Adequate Assurance Deposit is equal to the
aggregate of all Individual Utility Monthly Payment Average Amounts.
66. I believe that the Proposed Adequate Assurance, in conjunction with the
Debtors’ ability to pay for future Utility Services in accordance with their prepetition
practice, constitutes sufficient adequate assurance to the Utility Providers in full
satisfaction of payment as required by section 366 of the Bankruptcy Code. To the extent
that any Utility Provider believes that additional assurance is required, the Adequate
Assurance Procedures provide reasonable and necessary procedures to do so and avoid
a haphazard and chaotic process.
67. I believe that the relief requested in the Utilities Motion is in the best interest
of the Debtors’ estates, their creditors, and all other parties in interest and will facilitate
the Debtors’ ability to operate their businesses in chapter 11 without disruption.
H. Debtors’ Motion to Shorten Notice to Consider Debtors’ Motion for Entry

of an Order (I) Establishing Bidding, Noticing, and Assumption and
Assignment Procedures, (II) Authorizing and Approving the Debtors’
Entry into the Stalking Horse Agreement, (III) Approving the Sale of
Substantially all of the Debtors’ Assets and (IV) Granting Related Relief
(the “Motion to Shorten”)
68. Pursuant to the Motion to Shorten, the Debtors seek entry of an order
(a) shortening the notice and objection periods for the Debtors’ Bidding Procedures
Motion, setting the hearing to consider entry of the Bidding Procedures Order, including
approval of the Bidding Procedures on or before May 26, 2023 at 10:00 a.m. (Eastern Time)
and setting the objection deadline to entry of the Bidding Procedures Order to May 24,
2023 at 10:00 a.m. (Eastern Time), two business days before the Hearing, and (b) granting
related relief.
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69. The Debtors seek to have the Bidding Procedures Motion heard on 12 days’
notice, in compliance with the DIP Milestones. Failure to comply with the DIP Milestones
will constitute an event of default under the DIP Credit Agreement that would result in
the maturity and acceleration of the DIP Facility and the loss of access to critical cash
collateral. Without continued access to the DIP Facility and cash collateral, the Debtors
would likely liquidate, to the detriment of the Debtors, their stakeholders, and all other
parties-in-interest. The DIP Facility is a crucial part of the Debtors’ 363 Sale process,
without which the Debtors cannot conclude their year-long, extensive, marketing
campaign.
70. In light of the Debtors’ extensive marketing efforts, the Debtors’ liquidity
runway in these Chapter 11 Cases, and the need to comply with the DIP Milestones, the
Debtors have proposed an expeditious timeline for the marketing and sale of their
businesses through the Bidding Procedures. The proposed timeline balances the need to
provide adequate and appropriate notice to parties in interest and potential bidders with
the need to quickly and efficiently run a sale process to maximize the value of the Debtors’
estates.
71. Further, the Motion to Shorten will not impact the notice periods for
objection to the sale or the assumption and assignment of executory contract. Interested
parties will have more than enough time to object as they wish to the sale process or any
aspect of the sale. Accordingly, I believe that the relief requested in the Motion to Shorten
is in the best interest of the Debtors’ estates, their creditors, and all other parties in interest
and will facilitate the Debtors’ ability to efficiently close a value-maximizing sale process.
[Remainder of page left blank intentionally]
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Exhibit C
Committees Organized Prepetition
Pursuant to Local Rule 1007-2(a)(3), to the best of the Debtors’ knowledge, there was no
committee formed prior to the Petition Date to participate in the Debtors’ ongoing restructuring
efforts.
Pg 76 of 92
Exhibit D
Consolidated List of the Holders of the Debtors’ 30 Largest Unsecured Claims
Pursuant to Local Rule 1007-2(a)(4), the following is a consolidated list of the Debtors’
creditors holding the 30 largest unsecured claims (the “Consolidated Creditor List”) based on the
Debtors’ unaudited books and records as of the Petition Date. The Consolidated Creditor List has
been prepared in accordance with Bankruptcy Rule 1007(d) and does not include (i) persons who
come within the definition of “insider” set forth in section 101(31) of the Bankruptcy Code or (ii)
secured creditors, unless the value of the collateral is such that the unsecured deficiency places
the creditor among the holders of the 30 largest unsecured claims.
Pg 77 of 92
Top 30 Unsecured Creditors
Amount of unsecured claim. If the

claim is fully unsecured, fill in
only unsecured claim amount. If
Nature of the claim (for example, claim is partially secured, fill in
Name of creditor and complete mailing address, Name, telephone number, and email address of trade debts, bank loans, Indicate if claim is contingent, total claim amount and deduction
including zip code creditor contact professional services, and unliquidated, or disputed for value of collateral or setoff to
government contracts) calculate unsecured claim.
Unsecured claim
Wipro LLC
1 9,905,086.59
2 Tower Centre Boulevard, Suite 2200
farhan.shekhani@wipro.com Arbitration Award -
East Brunswick, NJ 08816
United States
CNN Productions Inc.

2 3,798,333.00
One CNN Center
rebecca.conners@warnermedia.com Third Party Production -
Atlanta, GA 30303
United States
Antenna TV S.A.
3 3,795,400.00
10-12 KIFISIAS Ave
Jochem.dekoning@antenna-group.com
MAROUSSI Consultancy Services Agreement -
Greece
Antenna TV S.A.
4 2,750,000.00
10-12 KIFISIAS Ave
Jochem.dekoning@antenna-group.com
MAROUSSI Trade Debts -
Greece
Ernst & Young US

5 2,137,298.67
PO BOX 640382
gss.accountsreceivable@xe02.ey.com Professional Services -
Pittsburgh, PA 15264
United States
Horizon Media Inc

6 2,121,962.14
75 Varick St, 16th Floor
sfried@horizonmedia.com Ad Serving Fees -
New York, NY 10013
United States
Pg 78 of 92

Unsecured claim
Home Box Office

7 1,763,157.90
1100 Avenue of the Americas
jeannette.francis@hbo.com Licensing -
New York City, NY 10036
United States
FTI Consulting, Inc.

8 1,392,441.65
350 South Grand Avenue Suite 3000
On file Professional Services -
Los Angeles, CA 90071
United States
VICE TELEVISION NETWORK LLC

9 1,350,666.00
235 E. 45TH STREET
aeremitinfo-intl@aenetworks.com Trade Debts -
New York City, NY 10017
United States
WORKDAY INC
10 1,251,939.33
6230 STONERIDGE MALL ROAD
legal@workday.com Software -
Pleasanton, CA 94588
United States
Adobe Systems Incorporated

11 1,216,376.00
345 Park Avenue
bhunting@adobe.com Software -
San Jose, CA 95110
United States
RANKER INC
12 1,062,863.87
6420 Wilshire Blvd Suite 500
YING@RANKER.COM Software -
United States
Getty Images Inc.

13 1,015,154.08
PO Box 953604
arprocessing@gettyimages.com Digital, Images, Video -
St. Louis, MO 63195-3604
United States
14 Two Twenty Five Broadway Company 952,679.81

160 Broadway 1st Fl david@braunre.com
Rent Unliquidated
New York, NY 10038
United States
Pg 79 of 92

Unsecured claim
A&E TELEVISION NETWORKS, LLC

15 937,500.00
235 E 45TH STREET
aeremitinfo-intl@aenetworks.com Trade Debts -
New York, NY 10036
United States
Amazon Web Services, Inc.

16 820,287.73
P.O. BOX 84023
aws-receivables@amazon.com Information Security -
Seattle, WA 98124
United States
Web Holdings LLC 824,649.94

17
49 South 2nd Street pinny@ctadigital.com
Rent Unliquidated
Brooklyn, NY 11249
United States
Piano Software Inc 630,702.00

18
111 S Independence Mall East, Suite 950 receivable@piano.io
Market Research -
Philadelphia, PA 19106
United States
XWP.Co Pty Ltd

19 583,900.00
664 Collins Street, Level 13
billing@xwp.co Technology Consulting -
Docklands, VIC 3008
Australia
Bailey Duquette P.C.

20 571,692.53
104 Charlton Street, 1W
marc@baileyduquette.com Legal Services -
New York, NY 10014
United States
Con Edison
21 539,732.75
PO Box 1702
corpcom@coned.com Utilities -
New York, NY 10116-1702
United States
22 Justin Stefano 521,596.00

525 University Avenue joseph.yaffe@skadden.com
R29 Put Holding -
Palo Alto, California 94301
United States
Pg 80 of 92

Unsecured claim
SALESFORCE.COM INC
23 515,927.23
LANDMARK ONE MARKET STREET SUITE 300
payment@salesforce.com Software -
San Francisco, CA 94105
United States
Paul Hastings Europe LLP

24 499,339.87
515 S. Flower Street, Suite 2500
matthewpoxon@paulhastings.com Legal Services -
United States
ASANA, INC.
25 469,423.66
1550 BRYANT ST STE 800
AR@ASANA.COM Software -
San Francisco, CA 94103
United States
Wolftech Broadcast Solutions

26 420,875.00
Agnes Mowinckels Gate 6 ab@wolftech.no
Software -
5008 Bergen +47 901 22 462
Norway
27 ORACLE AMERICA INC

416,953.89
500 Oracle Parkway Software Unliquidated
peter.fernan@oracle.com
Redwood City CA 94065
United States
JPMorgan Chase NA
28
P.O. Box 15918 Mail Suite DE1-1404
patrick.j.minnick@jpmorgan.com Purchasing Cards - 399,438.08
Wilmington, DE 19850
United States
Presidio Networked Solutions Group, LLC

29
12120 SUNSET HILLS RD, SUITE 202
PNSGremittanceAdvices@presidio.com Software - 385,444.25
Reston, VA 20190
United States
DAVIS WRIGHT TREMAINE LLP

920 5th Ave, Suite 3300 achpaymentnotification@dwt.com
30 Legal Services - 364,116.34
Seattle, WA 98104-1610
United States
Pg 81 of 92
Exhibit E
Consolidated List of the Holders of the Debtors’ Largest Secured Claims
Pursuant to local Rule 1007-2(a)(5), to the best of the Debtors’ knowledge the table below
shows the largest secured claims against the Debtors prior to the Petition Date.
Name of Complete Mailing Amount of Description of Contingent,

Creditor Address Claim Collateral unliquidated, or
disputed
c/o Fortress First-priority

Investment Group security interest
LLC in substantially
Fortress Credit
1345 Avenue of the all of the
Corporation 474,572,920 -
Americas, 46th Floor property and
New York, NY 10105 assets of the
Attn: General Counsel Debtors
gccredit@fortress.com
TB: Earl Villa, COMO

Thomas Benski Parrot Cay
and Marisa Provideciales TKCA Share capital of
Clifford IZZ, Turks and Caicos Pulse Films Unliquidated
20,939,275
and B&C 3, Islands Limited
LLC (as agent) MC: 26 Birchwood
Avenue
London N10 3BE
Guaranteed by
several affiliates
of VEHL,
JP Morgan 25 Bank Street
including Unliquidated
Chase Bank, Canary Wharf 9,841,275
Debtors Vice
N.A. London E14 5JP
Parent and Vice
Media, LLC
Pg 82 of 92
Exhibit F
Pursuant to Local Rule 1007-2(a)(6), the following are estimates of the Debtors’ total assets
and liabilities on a consolidated basis. The following financial data is the latest available
information and reflects the Debtors’ financial condition, as consolidated with their affiliated
debtors and non-debtors as of the Petition Date.
The information contained herein shall not constitute an admission of liability by, nor is
it binding on, the Debtors. The Debtors reserve all rights to assert that any debt or claim included
herein is a disputed claim or debt, and to challenge the priority, nature, amount, or status of any
such claim or debt.
Assets and Liabilities Amount (Approximate)
Total Assets (Book Value as of December 31, 2022) Approximately $350 million
Total Liabilities (Book Value as of December 31, 2022) Approximately $596 million
Pg 83 of 92
Exhibit G
Summary of the Publicly Held Securities of the Debtors
Pursuant to Local Rule 1007-2(a)(7), the Debtors have no classes of shares of stock,
debentures, or other securities of the Debtors that are publicly held.
Pg 84 of 92
Exhibit H
Pursuant to Local Bankruptcy Rule 1007-2(a)(8), the following provides a list of all of the
debtor's property in the possession or custody of any custodian, public officer, mortgagee,
pledgee, assignee of rents or secured creditor, or agent for any such entity, giving the name,
address, and telephone number of each such entity and the court in which any proceeding
relating thereto is pending.
Certain property of the Debtors is likely to be in the possession of various other persons,
including maintenance providers, shippers, common carriers, materialmen, custodians, public
officers, mortgagees, pledges, assignees of rents, joint venturers, secured creditors, or agents.
Through these arrangements, the Debtors’ ownership interest is not affected. In light of the
movement of this property, providing a comprehensive list of the persons or entities in possession
of the property, their addresses and telephone numbers, and the location of any court proceeding
affecting such property would be impractical.
Pg 85 of 92
Exhibit I
Pursuant to Local Rule 1007-2(a)(9), the following lists the location of the premises owned,
leased, or held under other arrangement from which the Debtors operates their businesses as of
the Petition Date.
Debtor Street Address City State Zip Code
49 South Second
VICE MEDIA LLC Brooklyn NY 11249
Street
11821 Mississippi
REFINERY 29 INC. Avenue and 2050 S. Los Angeles CA 90025
Westgate Avenue
VICE MEDIA LLC 1625 Electric Avenue Los Angeles CA 90291
VICE MEDIA INC. 589 Venice Boulevard Los Angeles CA 90291
1717 DeSales Street,

VICE MEDIA LLC Washington DC 20036
N.W.
Pg 86 of 92
Exhibit J
Location of Debtors’ Assets, Books, and Records
Pursuant to Local Rule 1007-2(a)(10), the following lists the locations of the Debtors’
substantial assets, the location of their books and records, and the nature, location, and value of
any assets held by the Debtors outside the territorial limits of the United States.
Location of Debtors’ Substantial Assets
As of December 31, 2022, the Debtors had assets of approximately $350 million as
provided in Exhibit F, substantially all of which are held in the United States. Further information
will be provided in documents to be filed in these Chapter 11 Cases.
Books and Records
While the Debtors might have books and records in each of the locations listed above in
which the Debtors operate in the ordinary course, the Debtors’ books and records are primarily
located at 49 South 2nd Street, Brooklyn, NY 11211.
Debtors’ Assets Outside the United States
The Debtors do not have significant assets located outside of the territorial limits of the
United States. In the ordinary course of business, on any given day, the Debtors may own title to
goods and merchandise that is in transit to the United States from locations outside the territorial
limits. Such goods only remain outside the United States for the duration of shipping and
transport. Because of the constant movement of this property, providing a comprehensive list of
such goods and merchandise would be impractical.
Pg 87 of 92
Exhibit K
Summary of Legal Actions Against the Debtors
Pursuant to Local Rule 1007-2(a)(11), the list below reflects actions or proceedings
considered material by the Debtors and, if necessary, will be supplemented in the corresponding
schedules to be filed by the Debtors in these Chapter 11 Cases.
Debtor Matter Name Description
Judgment and restraining

notice in In the matter of the
Application of WIPRO, LLC
against Vice Media LLC,
WIPRO LLC vs VICE MEDIA
VICE MEDIA LLC Supreme Court of the State of
LLC
New York County of New
York (Index No.
651159/2023), May 4, 2023
(Borrok, J.).
Pg 88 of 92
Exhibit L
The Debtors’ Senior Management
Pursuant to Local Rule 1007-2(a)(12), the following schedule provides the names of the
individuals who constitute the Debtors’ existing senior management, their tenure with the
Debtors, and a brief summary of their responsibilities and relevant experience as of the Petition
Date.
Name/
Relevant Experience/Responsibilities Tenure
Position
Bruce Dixon Mr. Dixon has served as Co-Chief Executive Officer since
Co-Chief 2023. Mr. Dixon previously served as Chief Financial
Executive Officer at Vice since 2021 and prior to that was Chief
Officer Financial Officer of Vice Studios. Before working at Vice, 2015 - Present
Dixon was finance director, global markets for BBC Studios,
and group controller and head of FP&A for Central Media
Enterprises.
Hozefa Mr. Lokhandwala has served as Co-Chief Executive Officer

Lokhandwala since 2023. Mr. Lokhandwala previously served as the Chief
Co-Chief Strategy Officer since 2018. Prior to Vice, Mr. Lokhandwala
2018 - Present
Executive mostly recent served as a Managing Director, Head of
Officer Content & Entertainment Investment Banking at J.P.
Morgan.
Maria Harris Ms. Harris has served as Chief Legal Officer since 2022.
Chief Legal Prior to Vice, Ms. Harris was Chief Legal Officer at Packable
Officer Holdings LLC, a private equity-backed e-commerce
2022 - Present
platform. She previously spent nearly four years as general
counsel at SoulCycle Inc. Harris is a former in-house lawyer
at the Body Shop International Ltd. and Revlon Inc.
Daisy Auger- Ms. Auger-Domínguez has served as Chief People Officer

Dominguez since 2020. Prior to Vice, Ms. Auger-Domínguez was an
Chief People independent HR consultant advising Fortune 500
Officer companies, startups and social-impact organizations on
workplace culture as well as diversity and inclusion 2020 - Present
initiatives. Ms. Auger-Dominguez is a founder of Auger-
Dominguez Ventures, a consultancy firm, and served in
various roles at Viacom, Google, Disney-ABC Television,
Time Warner and Moody’s.
Nadja Bellan- Ms. Bellan-White has served as the Global Chief Marketing
White Officer since 2020. Most recently prior to Vice, Ms. Bellan-
Chief White served as the Executive Partner for Ogilvy & Mather
Marketing Worldwide. In 2014, she was promoted to CEO of Ogilvy 2020 - Present
and Africa in Nairobi, Kenya where she managed its business
Commercial across the continent.
Officer
Cory Haik Ms. Haik has served as Chief Digital Officer since 2019.
Chief Digital Prior to Vice, Ms. Haik was most recently the Publisher of 2019 - Present
Officer millennial-focused news organization, Mic. Previously, she
helped grow the digital platforms for The Washington Post
while also leading innovative initiatives under Jeff Bezos as
Pg 89 of 92
Name/
Position
Executive Director, Emerging News Products.
Subrata De Ms. De has served as President, Global News since 2023.

President, Ms. De was previously executive producer and showrunner
Global News for Investigations by VICE on Hulu and VICE on HBO, the
Emmy-winning weekly newsmagazine. Before joining 2018 - Present
Vice, she was a VP at ABC News. She also spent several
years at MSNBC as the executive producer of Andrea
Mitchell Reports, and at NBC News as a senior producer.
Morgan Mr. Hertzan has served as Executive VP, GM ViceTV since

Hertzan 2019. Prior to Vice, Mr. Hertzan was previous a partner at
Executive VP, Efran Films and a senior vice president and general 2019 - Present
GM, ViceTV manager of Walt Disney Television/ABC News’ Lincoln
Square Studios.
Chris Garbutt Mr. Garbutt has served as Chief Creative Officer since 2021
President, after the firm Mr. Garbutt founded, Pltfrmr, was acquired
Virtue by Vice. Prior to forming Pltfrmr, Mr. Garbutt was global 2021 - Present
Chief Creative chief creative officer, TBWA\Worldwide.
Officer, VMG
Davud Mr. Karbassioun has served as Global President,

Karbassioun Commercials and Entertainment since 2022. He previously
Global served as Global President of Commercials and Branded
President, Entertainment of Pulse Films. Before joining Pulse Films, 2017 - Present
Commercials he worked at BBH for 15 years where he was the
and Worldwide Chief Production Officer.
Entertainment
Danny Gabai Mr. Gabai has served as Chief Creative Officer, Studios
Chief Creative since 2019. Prior to Vice, Gabai was a literary agent at WME
2012 - Present
Officer, with such clients as Roman Coppola and Chris Milk.
Studios
Vanessa Case Ms. Case has served as Global Head of Unscripted

SVP, Global Production since 2022, after previously serving as SVP of
Head of Production and Operations NA and SVP Studio VICE
2018 - Present
Unscripted Canda since 2018. Prior to Vice, Ms. Case was most recently
Production EVP Content at Blue Ant Media. She has also held positions
at Shaw, CanWest and Alliance Atlantis.
Jamie Hall Mr. Hall has served as COO of Scripted Production since
COO of 2020 after previously serving as President-Scripted TV and
Scripted EVP - Production & Commercial Affairs since 2018. Prior to
2018 - Present
Production Vice, Mr. Hall was the COO of Big Light Productions. He
previously worked at Eleven as head of commercial affairs
and Lime Pictures as Group Head of Production.
Frank Pometti Mr. Pometti has served as Chief Restructuring Officer since
Chief 2022. Frank is Partner and Managing Director at
2022 - Present
Restructuring AlixPartners in the Turnaround & Restructuring Practice.
Officer
Pg 90 of 92
Name/
Position
Mark Del Mr. Del Priore has served as Interim Chief Financial Officer
Priore since 2023. Mark is a Director at AlixPartners in the
Interim Chief Turnaround & Restructuring Practice. He has been with 2023 - Present
Financial AlixPartners since 2020. Prior to AlixPartners, he was the
Officer Chief Financial Officer at Harte Hanks and SITO Mobile.
Pg 91 of 92
Exhibit M
The Debtors’ Payroll for the 30-Day Period

Following the Filing of the Debtors’ Chapter 11 Petitions
Pursuant to Local Rules 1007-2(b)(1)–(2)(A) and (C), the following provides, for the 30-
day period following the Petition Date, the estimated amount of payroll to the Debtors’
employees (exclusive of officers, directors, and stockholders), the estimated amount paid and
proposed to be paid to officers, stockholders, and directors, and the amount paid or proposed to
be paid to financial and business consultants retained by the Debtors.
Payments Payment Amount ($ in millions)
Estimated amount of payment to the

employees (exclusive of officers, directors, $8,250,000
and stockholders)
Estimated amount proposed to be paid to

$500,000
officers, stockholders, and directors
Estimated amount proposed to be paid to

financial and business consultants retained $0
by the Debtors
Pg 92 of 92
Exhibit N
The Debtors’ Estimated Cash Receipts and Disbursements for the 30-Day Period Following
the Filing of the Chapter 11 Petitions
Pursuant to Local Rule 1007-2(b)(3), the following provides, for the 30-day period
following the Petition Date, the Debtors’ estimated cash receipts and disbursements, net cash gain
or loss, and obligations and receivables expected to accrue that remain unpaid, other than
professional fees.
Type Amount ($ in millions)
Cash Receipts ~$30,000,000
Cash Disbursements ~$49,200,000
Net Cash Gain ~($19,200,000)
Unpaid Obligations (excluding professional fees) ~$17,400,000
Unpaid Receivables (excluding professional fees) ~$20,700,000

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23-10738-jpm Doc 3 Filed 05/15/23 Entered 05/15/23 02:38:38 Main Document

UNITED STATES BANKRUPTCY COURT

VICE GROUP HOLDING INC., et al. Case No. 23-10738 (__)

Debtors.1 (Joint Administration Requested)

DECLARATION OF FRANK A. POMETTI IN SUPPORT

I, Frank A. Pometti, hereby declare under penalty of perjury:

1. I am the Chief Restructuring Officer (“CRO”) of Vice Group Holding Inc.

Debtors to submit this declaration (the “Declaration”) on their behalf.

2. I have more than 20 years of financial and operational experience,

specializing in assisting distressed and underperforming companies in all areas of

operational and financial restructuring. Over my career, I have advised debtors,

creditors, investors, and court-appointed officers in multiple chapter 11 and out-of-court

from the Columbia School of Business.

Debtors’ management; and my opinions derived from my experience and knowledge as

a restructuring professional. If called upon to testify, I would testify competently to the

facts set forth herein.

4. On December 28, 2022, the Debtors engaged AP Services, LLC, an affiliate

of AlixPartners LLP (together with its affiliates, including AP Services, LLC,

“AlixPartners”), to assist it in various matters relating to the Debtors’ financial

a leading role in overseeing preparations for the commencement of these Chapter 11

day business affairs and books and records.

6. As described in greater detail below, VICE grew rapidly from a niche

commercials, music videos, scripted and unscripted television, feature documentaries,

events, and experiential campaigns.

leveraged and unusually complex capital structure.

8. As current market dynamics trended against the Debtors, the substantial

9. As described in greater detail below, the liquidity strain caused by VICE’s

(as amended, restated, or supplemented, the “Prepetition Senior Secured Credit

Credit Agreement (the “Prepetition Administrative Agent”), entered into a forbearance

second temporary forbearance agreement (the “Second Forbearance Agreement”), which

Credit Amendment”). The Incremental Credit Amendment amended the Prepetition

Senior Secured Credit Agreement to allow the Debtors to access up to an aggregate

Forbearance Agreement (the “Prepetition Marketing Process”) in January 2023, the

Multi-Draw Term Loan.

wind-down provisions. The impact of termination of the VWN relationship on the

to implement a number of structural changes to the Company to mitigate the impact of

delivery of VWN Termination Notice.

13. The negotiations with GMNC initially focused on an agreement for an

understanding on the terms required to document their agreement. Despite that

progress, GMNC delayed in executing a signed agreement, and ultimately sought to

July 17, 2023.

Termination Notice, the Debtors found themselves in need of additional funding to

continue to meet operating expenses. As a result, the Debtors sought additional

advances from the Prepetition Term Lenders. Ultimately, through a series of

dispose of its assets, including its cash on hand.

accounts at JPMC, including the Vice Media JPMC Accounts. It is my understanding

motion seeking debtor-in-possession financing and use of cash collateral filed

as they rely heavily on the services of freelancers and independent contractors. In

are able to operate in the ordinary course of business.

for the relief requested therein.

I. Introduction and Background

powerful brands, producing premium award-winning content for a highly engaged

global youth audience.

commercials, music videos, scripted and unscripted television, feature documentaries,

A. Business Segments and Organizational Structure.

spanning three primary regions:

• Europe and Middle East (“EMEA”), which includes offices in Eastern

• Asia Pacific (“APAC”), which includes operations in India, China,

An organizational chart depicting each of the VICE subsidiaries is attached hereto as