Lodgenet petition

13-10238 Doc 1 Filed 01/27/13 Entered 01/27/13 16:27:55 DocketDocument Filed: 1/27/2013
Main #0001 Date Pg
B1 (Official Form 1) (12/11)
1 of 20
United States Bankruptcy Court
Southern District of New York Voluntary Petition

Name of Debtor (if individual, enter Last, First, Middle): Name of Joint Debtor (Spouse) (Last, First, Middle):
LodgeNet Interactive Corporation N/A

All Other Names used by the Debtor in the last 8 years All Other Names used by the Joint Debtor in the last 8 years
(include married, maiden, and trade names): (include married, maiden, and trade names):
LodgeNet Entertainment Corporation and LodgeNet N/A
Last four digits of Soc. Sec. or Individual-Taxpayer I.D. (ITIN)/Complete EIN Last four digits of Soc. Sec. or Individual-Taxpayer I.D. (ITIN)/Complete EIN
(if more than one, state all): (if more than one, state all):
46-0371161 N/A

Street Address of Debtor (No. and Street, City, and State): Street Address of Joint Debtor (No. and Street, City, and State):
3900 W. Innovation Street N/A
Sioux Falls, South Dakota
ZIP CODE 57107 ZIP CODE N/A
County of Residence or of the Principal Place of Business: County of Residence or of the Principal Place of Business:
Minnehaha, South Dakota N/A
Mailing Address of Debtor (if different from street address): Mailing Address of Joint Debtor (if different from street address):
N/A
ZIP CODE ZIP CODE N/A
Location of Principal Assets of Business Debtor (if different from street address above):
200 Petro Avenue, Sioux Falls, South Dakota 57107 and 50 W. San Fernando Street, San Jose, California 95113 ZIP CODE
Type of Debtor Nature of Business Chapter of Bankruptcy Code Under Which
(Form of Organization) (Check one box.) the Petition is Filed (Check one box)
(Check one box.)
Health Care Business
Individual (includes Joint Debtors) Single Asset Real Estate as defined in Chapter 7 Chapter 15 Petition for Recognition of a
See Exhibit D on page 2 of this form. 11 U.S.C. § 101 (51B) Chapter 9 Foreign Main Proceeding
Corporation (includes LLC and LLP) Railroad Chapter 11 Chapter 15 Petition for Recognition of a
Partnership Stockbroker Chapter 12 Foreign Nonmain Proceeding
Other (If debtor is not one of the above entities, check Commodity Broker Chapter 13
this box and state type of entity below.) Clearing Bank
____________________________________________ Other
Chapter 15 Debtors Tax-Exempt Entity Nature of Debts
Country of debtor’s center of main interests: (Check box, if applicable) (Check one box.)
Debtor is a tax-exempt organization Debts are primarily consumer Debts are primarily
Each country in which a foreign proceeding by, regarding, or under title 26 of the United States debts, defined in 11 U.S.C . business debts.
against debtor is pending: Code (the Internal Revenue Code). § 101(8) as “incurred by an
individual primarily for a personal,
family, or household purpose.”
Filing Fee (Check one box) Chapter 11 Debtors
Full Filing Fee attached Check one box:
Filing Fee to be paid in installments (applicable to individuals only). Must Debtor is a small business debtor as defined in 11 U.S.C. § 101(51D).
attach signed application for the court’s consideration certifying that the Debtor is not a small business debtor as defined in 11 U.S.C. § 101(51D).
debtor is unable to pay fee except in installments. Rule 1006(b). See Official
Check if:
Form 3A.
Debtor’s aggregate noncontingent liquidated debts (excluding debts owed to
Filing Fee waiver requested (applicable to chapter 7 individuals only). Must insiders or affiliates) are less than $2,343,300 (amount subject to adjustment
attach signed application for the court’s consideration. See Official Form 3B. on 4/01/13 and every three years thereafter).
– – – – – – – – – – – – – – – – – – – –
Check all applicable boxes:
A plan is being filed with this petition.
Acceptances of the plan were solicited prepetition from one or more classes
of creditors, in accordance with 11 U.S.C. § 1126(b).
Statistical/Administrative Information THIS SPACE IS
Debtor estimates that funds will be available for distribution to unsecured creditors. FOR COURT
Debtor estimates that, after any exempt property is excluded and administrative expenses paid, there will be no funds available for USE ONLY
distribution to unsecured creditors.

Estimated Number of Creditors (Consolidated with those affiliates that have simultaneously commenced chapter 11 cases.)

1-49 50-99 100-199 200-999 1000-5000 5,001-10,000 10,001-25,000 25,001-50,000 50,001- Over 100,000
100,000
Estimated Assets (Consolidated with those affiliates that have simultaneously commenced chapter 11 cases.)

$0 to $50,001 to $100,001 to $500,001 to $1,000,001 $10,000,001 $50,000,001 $100,000,001 $500,000,001 More than
$50,000 $100,000 $500,000 $1 million to $10 to $50 million to $100 to $500 to $1 billion $1 billion
million million million
Estimated Liabilities (Consolidated with those affiliates that have simultaneously commenced chapter 11 cases.)

¨1¤?"F-!; !¥«
$0 to $50,001 to $100,001 to $500,001 to $1,000,001 $10,000,001 $50,000,001 $100,000,001 $500,000,001 More than
$50,000 $100,000 $500,000 $1 million to $10 to $50 million to $100 to $500 to $1 billion $1 billion
million million million
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1310238130127000000000001

13-10238 Doc 1 Filed 01/27/13 Entered 01/27/13 16:27:55 Main Document Pg
B1 (Official Form 1) (12/11)
2 of 20 Page 2
Voluntary Petition Name of Debtor(s):
(This page must be completed and filed in every case) LodgeNet Interactive Corporation
All Prior Bankruptcy Case Filed Within Last 8 Years (If more than two, attach additional sheet)
Location Case Number: Date Filed:
Where Filed: N/A N/A N/A
Pending Bankruptcy Case Filed by any Spouse, Partner or Affiliate of this Debtor (If more than one, attach additional sheet)
Name of Debtor: Case Number: Date Filed:
See Schedule 1 attached hereto. See Schedule 1 attached hereto. See Schedule 1 attached
hereto.
District: Relationship: Judge:
Southern District of New York Affiliates Pending

Exhibit A Exhibit B
(To be completed if debtor is an individual
(To be completed if debtor is required to file periodic reports (e.g., forms 10K whose debts are primarily consumer debts)
and 10Q) with the Securities and Exchange Commission pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 and is requesting
relief under chapter 11.)
NOT APPLICABLE
I, the attorney for the petitioner named in the foregoing petition, declare that I have
informed the petitioner that [he or she] may proceed under chapter 7, 11, 12, or 13
of title 11, United States Code, and have explained the relief available under each
such chapter. I further certify that I delivered to the debtor the notice required by
Exhibit A is attached and made a part of this petition.
§ 342(b).

X
Signature of Attorney for Debtor(s) (Date)

Exhibit C
Does the debtor own or have possession of any property that poses or is alleged to pose a threat of imminent and identifiable harm to public health or safety?
Yes, and Exhibit C is attached and made a part of this petition.
No.

Exhibit D

NOT APPLICABLE
(To be completed by every individual debtor. If a joint petition is filed, each spouse must complete and attach a separate Exhibit D.)
Exhibit D, completed and signed by the debtor, is attached and made a part of this petition.
If this is a joint petition:
Exhibit D, also completed and signed by the joint debtor, is attached and made a part of this petition.

Information Regarding the Debtor Venue
(Check any applicable box)
Debtor has been domiciled or has had a residence, principal place of business, or principal assets in this District for 180 days immediately
preceding the date of this petition or for a longer part of such 180 days than in any other District.

There is a bankruptcy case concerning debtor’s affiliate, general partner, or partnership pending in this District.

Debtor is a debtor in a foreign proceeding and has its principal place of business or principal assets in the United States in this District, or has no
principal place of business or assets in the United States but is a defendant in an action or proceeding [in a federal or state court] in this District, or
the interests of the parties will be served in regard to the relief sought in this District.

Certification by a Debtor Who Resides as a Tenant of Residential Property
(Check all applicable boxes)

NOT APPLICABLE
Landlord has a judgment against the debtor for possession of debtor’s residence. (If box checked, complete the following.)

(Name of landlord than obtained judgment)

(Address of landlord)

Debtor claims that under applicable nonbankruptcy law, there are circumstances under which the debtor would be permitted to cure the entire
monetary default that gave rise to the judgment for possession, after the judgment for possession was entered, and

Debtor has included in this petition the deposit with the court of any rent that would become due during the 30-day period after the filing of the
petition.

Debtor certifies that he/she has served the Landlord with this certification. (11 U.S.C. § 362(1)).

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B1 (Official Form) 1 (12/11)
3 of 20 Page 3

Voluntary Petition Name of Debtor(s): LodgeNet Interactive Corporation
(This page must be completed and filed in every case)

Signatures
Signature(s) of Debtor(s) (Individual/Joint) Signature of a Foreign Representative
I declare under penalty of perjury that the information provided in this petition I declare under penalty of perjury that the information provided in this petition is
is true and correct. true and correct, that I am the foreign representative of a debtor in a foreign
[If petitioner is an individual whose debts are primarily consumer debts and proceeding, and that I am authorized to file this petition.
has chosen to file under chapter 7] I am aware that I may proceed under
chapter 7, 11, 12 or 13 of title 11, United States Code, understand the relief (Check only one box.)
available under each such chapter, and choose to proceed under chapter 7.
[If no attorney represents me and no bankruptcy petition preparer signs the I request relief in accordance with chapter 15 of title 11, United States Code.
petition] I have obtained and read the notice required by 11 U.S.C. § 342(b). Certified copies of the documents required by 11 U.S.C. § 1515 are attached.

Pursuant to 11 U.S.C. § 1511, I request relief in accordance with the chapter
I request relief in accordance with the chapter of title 11, United States Code, of title 11 specified in this petition. A certified copy of the order granting
specified in this petition. recognition of the foreign main proceeding is attached.

X
Signature of Debtor X
(Signature of Foreign Representative)
X
Signature of Joint Debtor
(Printed Name of Foreign Representative)

Telephone Number (If not represented by attorney)
Date

Date

Signature of Attorney* Signature of Non-Attorney Bankruptcy Petition Preparer
I declare under penalty of perjury that: (1) I am a bankruptcy petition preparer as
X /s/ Gary T. Holtzer
defined in 11 U.S.C. § 110; (2) I prepared this document for compensation and
Signature of Attorney for Debtor(s)
have provided the debtor with a copy of this document and the notices and
information required under 11 U.S.C. §§ 110(b), 110(h), and 342(b); and (3) if
Gary T. Holtzer rules or guidelines have been promulgated pursuant to 11 U.S.C. § 110(h) setting a
Printed Name of Attorney for Debtor(s) maximum fee for services chargeable by bankruptcy petition preparers, I have
given the debtor notice of the maximum amount before preparing any document for
Weil, Gotshal & Manges LLP filing for a debtor or accepting any fee from the debtor, as required in that section.
Firm Name Official Form 19 is attached.
______________________________________________________________
767 Fifth Avenue Printed Name and title, if any, of Bankruptcy Petition Preparer
Address
______________________________________________________________
New York, New York 10153 Social-Security number (If the bankruptcy petition preparer is not an
individual, state the Social-Security number of the officer, principal,
responsible person or partner of the bankruptcy petition preparer.) (Required
(212) 310-8000 by 11 U.S.C. § 110.)
Telephone Number

Address
January 27, 2013
Date
* In a case in which § 707(b)(4)(D) applies, this signature also constitutes a certification that the attorney
has no knowledge after an inquiry that the information in the schedules is incorrect. X
Signature
Signature of Debtor (Corporation/Partnership)
I declare under penalty of perjury that the information provided in this petition Date
is true and correct, and that I have been authorized to file this petition on
behalf of the debtor. Signature of bankruptcy petition preparer or officer, principal, responsible person,
or partner whose Social-Security number is provided above.
The debtor requests the relief in accordance with the chapter of title 11, United Name and Social-Security numbers of all other individuals who prepared or
States Code, specified in this petition. assisted in preparing this document unless the bankruptcy petition preparer is not
an individual.

X /s/ James G. Naro If more than one person prepared this document, attach additional sheets
Signature of Authorized Individual conforming to the appropriate official form for each person.
A bankruptcy petition preparer’s failure to comply with the provisions of title 11
James G. Naro and the Federal Rules of Bankruptcy Procedure may result in fines or
Printed Name of Authorized Individual imprisonment or both. 11 U.S.C. § 110; 18 U.S.C. § 156.

Co-Chief Executive Officer
Title of Authorized Individual

January 27, 2013
Date

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Schedule 1 to Chapter 11 Petition

On the date hereof, each of the affiliated entities listed below (including the debtor in this
chapter 11 case) filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code
in the United States Bankruptcy Court for the Southern District of New York (the “Court”). A motion
will be filed with the Court requesting that the chapter 11 cases of the entities listed below be
consolidated for procedural purposes only and jointly administered pursuant to Rule 1015(b) of the
Federal Rules of Bankruptcy Procedure.

COMPANY CASE NUMBER DATE FILED DISTRICT Judge
Southern District
The Hotel Networks, Inc. 13-________( ) January 27, 2013 Pending
of New York
Southern District
LodgeNet Interactive Corporation 13-________( ) January 27, 2013 Pending
of New York
Southern District
LodgeNet StayOnline, Inc. 13-________( ) January 27, 2013 Pending
of New York
Southern District
LodgeNet International, Inc. 13-________( ) January 27, 2013 Pending
of New York
Southern District
On Command Corporation 13-________( ) January 27, 2013 Pending
of New York
Southern District
On Command Video Corporation 13-________( ) January 27, 2013 Pending
of New York
Southern District
Hotel Digital Network, Inc. 13-________( ) January 27, 2013 Pending
of New York
Puerto Rico Video Entertainment Southern District
13-________( ) January 27, 2013 Pending
Corporation of New York
Virgin Islands Video Entertainment Southern District
13-________( ) January 27, 2013 Pending
Corporation of New York
Southern District
Spectradyne International, Inc. 13-________( ) January 27, 2013 Pending
of New York
Southern District
LodgeNet Healthcare, Inc. 13-________( ) January 27, 2013 Pending
of New York

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UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
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In re : Chapter 11
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LODGENET INTERACTIVE :
CORPORATION : Case No. 13-_____ (__)
:
Debtor. :
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EXHIBIT “A” TO VOLUNTARY PETITION
1. If any of debtor’s securities are registered under Section 12 of the Securities and Exchange Act of
1934, the SEC file number is 0-22334.

2. The following financial data is the latest available information and refers to the debtor’s condition
on September 30, 2012.

a. Total assets $ 291,745,000

b. Total debts (including debts listed in 2.c., below) $ 448,725,000

c. Debt securities held by more than 500 holders.

Approximate
number of
holders
secured unsecured subordinated $___________

d. Number of shares of preferred stock 57,000 (as of 12/31/12)

e. Number of shares of common stock 26,832,000 (as of 12/31/12)

Comments, if any:

3. Brief description of debtor’s business: LodgeNet is a provider of interactive media services to the
hospitality industry in the United States, Canada and Mexico. Its primary offerings include cable television, on-
demand movies, internet access services and advertising services.

4. 4. List the names of any person who directly or indirectly owns, controls, or holds, with power to
vote, 5% or more of the voting securities of debtor: Citigroup, DE Shaw, Penn Capital, and John Pecora.

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CERTIFICATE OF RESOLUTIONS OF
LODGENET INTERACTIVE CORPORATION

January 27, 2013

I, James G. Naro, a duly authorized officer of LodgeNet Interactive Corporation, a
Delaware corporation (the “Corporation”), hereby certify that the following resolutions were
duly adopted by the Board of Directors of the Corporation (the “Board”) at the Board meeting of
the Corporation held on January 25, 2013 in accordance with the requirements of the Delaware
General Corporation Law and the Corporation’s charter and bylaws, and that such resolutions
have not been altered, amended, or rescinded and are still in full force and effect as of the date
hereof.

WHEREAS, the Board of the Corporation has determined that it is desirable and in the
best interests of the Corporation, its creditors, employees, and other interested parties to file a
petition seeking relief under the provisions of chapter 11 of title 11 of the United States Code
(the “Bankruptcy Code”); now therefore be it

RESOLVED, that the Chief Executive Officer, Chief Financial Officer, the Secretary, the
General Counsel, the Strategic Planning Officers, and any other person designated and so
authorized to act on behalf of the Corporation by the aforementioned officers (each, an
“Authorized Person”), be and each hereby is, authorized, empowered, and directed, in the name
and on behalf of the Corporation, to execute and verify a petition under chapter 11, together with
the previously approved Plan of Reorganization and Disclosure Statement dated January 4, 2013,
thereby commencing a case under chapter 11 of the Bankruptcy Code (the “Chapter 11 Case”)
and to cause the same to be filed in the Bankruptcy Court of the Southern District of New York
(the “Bankruptcy Court”) at such time as the Authorized Person executing the petition shall
determine; and further

RESOLVED, that the law firm of Weil, Gotshal & Manges LLP be, and hereby is,
engaged as attorneys for the Corporation under a general retainer in the Chapter 11 Case, subject
to the approval of the Bankruptcy Court; and further

RESOLVED, that Kurtzman Carson Consultants LLC be, and hereby is, engaged as
claims and noticing agent for the Corporation under a general retainer in the Chapter 11 Case,
subject to the approval of the Bankruptcy Court; and further

RESOLVED, that the firm of Miller Buckfire & Co., LLC is hereby engaged as financial
advisor and investment banker for the Corporation in the Chapter 11 Case, subject to the
approval of the Bankruptcy Court; and further

RESOLVED, that the firm of FTI Consulting, Inc. is hereby engaged as financial advisor
for the Corporation in the Chapter 11 Case, subject to the approval of the Bankruptcy Court; and
further

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RESOLVED, that the firm of Moorgate Partners is hereby engaged as investment banker
for the Corporation in the Chapter 11 Case, subject to the approval of the Bankruptcy Court; and
further

RESOLVED, that the firm of Leonard, Street and Deinard is hereby engaged as general
corporate counsel for the Corporation in the Chapter 11 Case, subject to the approval of the
Bankruptcy Court; and further

RESOLVED, that each Authorized Person be, and hereby is, authorized, empowered, and
directed to: (i) execute and file the petition, all schedules, motions, lists, applications, pleadings,
and other papers and, in connection therewith, to employ and retain assistance by legal counsel,
accountants, financial advisors, and other professionals, (ii) negotiate, execute, and deliver a
debtor in possession loan facility, and (iii) perform any and all further acts and deeds that such
Authorized Persons deem necessary, proper, or desirable in connection with the Chapter 11 Case,
with a view to the successful prosecution of such case; and further

RESOLVED, that in connection with the Chapter 11 Case, (a) the Board authorizes and
approves (i) the execution, delivery and performance of a debtor-in-possession credit agreement
(the “Credit Agreement”) by the Corporation, substantially on the terms of the draft Credit
Agreement which has been provided to the Board and with such changes thereto as the
Authorized Persons executing the same shall approve, and any security agreements, guarantee
agreements, other agreements, notes, consents, certificates, amendments, assignments and
instruments by the Corporation in connection therewith (the “Credit Documents” and together
with the Credit Agreement, the “Financing Documents”), (ii) the granting of a security interest
by the Corporation in any assets of the Corporation as collateral and/or the guaranty of the
obligations of the Corporation under the Financing Documents, (iii) the Corporation is hereby
authorized to borrow from such amounts as may be available to it under the Credit Agreement,
such borrowings to have the maturity, to be payable and prepayable and bear interest at the rates
specified in the Credit Agreement; and that each Authorized Person is authorized, empowered
and directed from time to time, on behalf of the Corporation, to cause the Corporation to borrow
from time to time such amounts as may be available under the Credit Agreement, the making of
such borrowings to be conclusive evidence that the same has been authorized by the Board and
(iv) any transactions effected or to be effected pursuant to the terms and provisions of the
Financing Documents, and (b) any Authorized Person be, and hereby is, authorized and
empowered, in the name and on behalf of the Corporation, to negotiate, execute, deliver, and
perform or cause the performance of the Financing Documents with such changes, amendments,
supplements, additions or other modifications to the Financing Documents as any Authorized
Person executing same shall approve as being necessary or desirable, such approval to be
evidenced by such execution, as such Authorized Person executing the same considers necessary,
appropriate, proper, or desirable to effectuate the transactions contemplated by the Financing
Documents and other financing arrangements necessary, appropriate, proper, or desirable in the
interest of the Corporation in connection with the Chapter 11 case, such determination to be
conclusively evidenced by such execution or taking of such action.

RESOLVED, that consistent with the foregoing resolutions, each Authorized Person is
hereby authorized, directed, and empowered, on behalf of and in the name of the Corporation, to:

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(i) cause the Corporation to enter into, execute, deliver, certify, file, and perform all other
agreements, instruments, motions, affidavits, certificates, or other documents as such Authorized
Person deems necessary, (ii) incur and pay or cause to be paid all fees, expenses, and taxes,
including without limitation, legal fees and expenses, (iii) engage such persons as Authorized
Person shall in his judgment determine to be necessary, appropriate or desirable, and (iv) do any
and all other acts and things as such Authorized Person deems necessary, appropriate or
desirable to carry out fully the intent and purposes of the foregoing resolutions and each of the
transactions contemplated thereby; and further

RESOLVED, that any and all past actions heretofore taken by an Authorized Person or
the directors of the Board in the name and on behalf of the Corporation in furtherance of any or
all of the preceding resolutions be, and hereby are, ratified, confirmed, and approved.

In WITNESS WHEREOF, I have set my hand this 27th day of January, 2013.

/s/ James G. Naro
By: James G. Naro
Title: Secretary

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In re : Chapter 11
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Debtor. :
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CONSOLIDATED LIST OF CREDITORS
HOLDING 30 LARGEST UNSECURED CLAIMS

The following is a list of creditors holding the thirty (30) largest unsecured claims
against the above-captioned Debtor and certain affiliated entities that have simultaneously
commenced chapter 11 cases in this Court (collectively, the “Debtors”). This list has been
prepared on a consolidated basis from the unaudited books and records of the Debtors. The list
is prepared in accordance with Federal Rule of Bankruptcy Procedure 1007(d) for filing in the
Debtors’ chapter 11 cases. This list does not include (1) persons who come within the definition
of “insider” set forth in 11 U.S.C. § 101 or (2) secured creditors unless the value of the collateral
is such that the unsecured deficiency places the creditor among the holders of the thirty (30)
largest unsecured claims. The information herein shall not constitute an admission of liability
by, nor is it binding on, any Debtor. Moreover, nothing herein shall affect any Debtor’s right to
challenge the amount or characterization of any claim at a later date.

No. Name of creditor and Name, telephone number, Nature of Indicate if Estimated
complete mailing address, and complete mailing claim (trade claim is amount of claim
including zip code address, including zip code, debt, bank contingent, (if secured, also
of employee, agent, or loan, unliquidated, state value of
department of creditor government disputed, or security)
familiar with claim contract, etc.) subject to as of 12/31/12
who may be contacted setoff1
1. DIRECTV DIRECTV Trade Subject to $ 24,475,778.00
2230 E. Imperial Highway 2230 E. Imperial Highway potential setoff
El Segundo CA 90245 El Segundo, CA 90245
Attn: Attn:
Tel: (310) 964-5000
Fax: (310) 535-5225
e-mail:

1
All claims are subject to customary offsets, rebates, discounts, reconciliations, credits, and adjustments,
which are not reflected on this Schedule.

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2. Lions Gate Films Inc. Lions Gate Films Inc. Trade $ 2,155,961.00
2700 Colorado Avenue, 2700 Colorado Avenue, #200
#200 Santa Monica, CA 90404
Santa Monica, CA 90404 Attn:
Attn: General Counsel Tel: (310) 449-9200
Fax: (310) 255-3870
e-mail:
3. Universal Pay Television Universal Pay Television Trade $ 2,019,635.00
100 Universal City Plaza 100 Universal City Plaza
Bldg 502-2 Bldg 502-2
Universal City, CA 91608 Universal City, CA 91608
Attn: Attn:
Tel: (818) 777-1000
Fax: (818) 866-3600
e-mail:
4. Home Box Office, Inc. Home Box Office, Inc. Trade $ 1,752,121.00
c/o CT Corporation System c/o CT Corporation System
111 Eighth Avenue 111 Eighth Avenue
New York, NY 10011 New York, NY 10011
Attn: Attn:
Tel: (212) 512-1000
Fax: (212) 512-1182
e-mail:
5. Warner Home Video Warner Home Video Trade $ 1,436,111.00
Attn: Attn:
Tel: (818) 954-6000
Fax: (818) 954-6480
e-mail:
6. Columbia/Sony Pictures Columbia/Sony Pictures Trade $ 1,359,877.00
Home Entertainment Home Entertainment
10202 W. Washington Blvd. 10202 W. Washington Blvd.
SPP 1132 SPP 1132
Culver City CA 90232 Culver City CA 90232
Attn: Attn:
Tel: (310) 244-4000
Fax: (310) 280-1200
e-mail:

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7. Twentieth Century Fox Twentieth Century Fox Trade $ 1,178,160.00
Attn: Attn:
Tel: (310) 277-2211
Fax: (310) 203-1558
e-mail:
8. Nomadix Inc. Nomadix Inc. Trade $ 1,108,397.00
2711 Centerville Road, 2711 Centerville Road,
Suite 400 Suite 400
Wilmington, DE 19808 Wilmington, DE 19808
Attn: Attn:
Tel: (818) 597-1500
Fax: (818) 597-1502
e-mail:
9. Docomo Intertouch Ptd Ltd. Docomo Intertouch Ptd Ltd. Trade $ 953,326.00
89C Science Park Drive, 89C Science Park Drive,
#03-09/12 #03-09/12
The Rutherford Singapore The Rutherford Singapore
Science Park I Science Park I
Singapore Singapore
118261 118261
Attn:
Attn:
Tel: ( )
Fax: ( )
e-mail:
10. Relativity Media LLC Relativity Media LLC Trade $ 688,529.00
c/o Relativity Media LLC c/o Relativity Media LLC (IS
8899 Beverly Blvd., Suite THAT RIGHT?)
510 8899 Beverly Blvd., Suite
West Hollywood, CA 90048 510
Attn: West Hollywood, CA 90048
Attn:
Tel: (310) 859-1250
Fax: (310) 859-1254
e-mail:

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11. Technicolor USA Inc. Technicolor USA Inc. Trade $ 651,825.00
101 W. 103rd Street 101 W. 103rd Street
Indianapolis, IN 46290 Indianapolis, IN 46290
Attn: Attn:
Tel: (317) 587-3000
Fax: (317) 587-6765
e-mail:
12. Buena Vista Television-Pay Buena Vista Television-Pay Trade $ 642,011.00
Per View Per View
500 S. Buena Vista Street 500 S. Buena Vista Street
Burbank, CA 91521-0105 Burbank, CA 91521-0105
Attn: Attn:
Tel: (818) 560-9300
Fax: (818) 560-5296
e-mail:
13. Showtime Networks, Inc. Showtime Networks, Inc. Trade $ 460,922.00
c/o Adrienne Harrington c/o Adrienne Harrington
51 W. 52nd Street (19-13) 51 W. 52nd Street (19-13)
Attn: Tel: (212) 708-1600
Fax: (212) 708-1217
e-mail:
14. Microsoft Corporation Microsoft Corporation Trade $ 432,055.00
Legal & Corporate Affairs Legal & Corporate Affairs
Volume & Licensing Group Volume & Licensing Group
One Microsoft Way One Microsoft Way
Redmond, WA 98052 Redmond, WA 98052
Attn: Attn:
Tel:
Fax: (425) 936-7329
e-mail:
15. Universal Electronics Inc. Universal Electronics Inc. Trade $ 394,156.00
6101 Gateway Drive 6101 Gateway Drive
Cypress, CA 90630 Cypress, CA 90630
Attn: General Counsel Attn: General Counsel
Tel:
Fax:
e-mail: dtanaka@ueic.com

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16. ABC Cable Networks Group ABC Cable Networks Group Trade $ 363,103.00
2711 Centerville Road, 2711 Centerville Road,
Suite 400 Suite 400
Wilmington, DE 19808 Wilmington, DE 19808
Attn: Attn:
Tel: (818) 560-1000
Fax: (818) 560-1930
e-mail:
17. Guest-Tek Interactive Guest-Tek Interactive Trade $ 332,105.00
Entertainment LTD Entertainment LTD
12825 Ventura Boulevard 12825 Ventura Boulevard
Studio City, CA 91604-2368 Studio City, CA 91604-2368
Attn: Attn:
Tel: (403) 509-1010
Fax: (403) 509-1011
e-mail:
18. ASCAP ASCAP Trade $ 324,491.00
c/o The American Society of c/o The American Society of
Composers, Authors & Composers, Authors &
Publishers Publishers
ASCAP Building ASCAP Building
One Lincoln Plaza One Lincoln Plaza
Attn: Attn:
Tel: (212) 621-6000
Fax: (212) 621-8453
e-mail:
19. Invision Inc. Invision Inc. Trade $ 300,000.00
28 W. 44th Street 28 W. 44th Street
Attn: Attn:
Tel: (212) 557-5554
Fax: (212) 557-4454
e-mail:

US_ACTIVE:441231821459848.0004

14 of 20

20. Summit Entertainment LLC Summit Entertainment LLC Trade $ 294,132.00
4600 150th Avenue NE 4600 150th Avenue NE
Attn: Attn:
Tel: (310) 309-8400
Fax: (310) 828-4132
e-mail:
21. Magnolia Pictures, LLC Magnolia Pictures, LLC Trade $ 285,115.00
1614 W. 5th Street 1614 W. 5th Street
Austin, TX 78703 Austin, TX 78703
Attn: Attn:
Tel: (386) 760-8224
Fax: (212) 924-6742
e-mail:
22. Invidi Technologies Invidi Technologies Trade $ 250,399.00
Corporation Corporation
750 College Road East 750 College Road East
Princeton, NJ 08540 Princeton, NJ 08540
Attn: Attn:
Tel: (609) 759-3580
Fax: (609) 759-3581
e-mail:
23. Nintendo of America, Inc. Nintendo of America, Inc. Trade $ 244,941.00
4600 150th Avenue NE 4600 150th Avenue NE
Attn: Attn:
Tel: (425) 882-2040
Fax: (425) 882-3585
e-mail:
24. Paramount Pictures Paramount Pictures Trade $ 211,306.00
5555 Melrose Ave. 5555 Melrose Ave.
Los Angeles, CA 90038 Los Angeles, CA 90038
Attn: Attn:
Tel: (323) 956-5000
Fax: (323) 862-1075
e-mail:

US_ACTIVE:441231821459848.0004

15 of 20

25. Starz Media LLC Starz Media LLC Trade $ 195,098.00
8900 Liberty Circle 8900 Liberty Circle
Englewood, CO 80112 Englewood, CO 80112
Attn: Attn:
Tel: (818) 748-4000
Fax: (818) 748-4601
e-mail:
26. Millennium Entertainment Millennium Entertainment Trade $ 152,838.00
LLC LLC
5900 Wilshire Blvd 5900 Wilshire Blvd
18th Fl, Ste 1800 18th Fl, Ste 1800
Los Angeles, CA 90036 Los Angeles, CA 90036
Attn: Attn:
Tel: (310) 893-6289
Fax: (323) 937-0934
e-mail:
27. Microspace Microspace Trade $ 138,350.00
3100 Highwoods Blvd. 3100 Highwoods Blvd.
Ste 120 Ste 120
Raleigh, NC 27604 Raleigh, NC 27604
Attn: Attn:
Tel: (919) 850-4510
Fax: (919) 850-4518
e-mail:
28. Swank Healthcare Swank Healthcare Trade $ 133,696.00
10795 Watson Avenue 10795 Watson Avenue
Saint Louis, MO 63127 Saint Louis, MO 63127
Attn: Attn:
Tel: (800) 950-4248
Fax: (314) 289-2187
e-mail:
29. Broadcast Music Inc. Broadcast Music Inc. Trade $ 127,408.00
320 West 57th St. 320 West 57th St.
Attn: Attn:
Tel: (212) 220-3000
Fax: (212) 246-2163
e-mail:

US_ACTIVE:441231821459848.0004

16 of 20

30. Cable, Antenna & Television Cable, Antenna & Television Trade $ 122,288.00
Services Services
935 Zion Church Rd. 935 Zion Church Rd.
Torrance, CA 90503-5502 Torrance, CA 90503-5502
Attn: Dennis Vajgert Attn: Dennis Vajgert
Tel: ( )
Fax: ( )
e-mail:

US_ACTIVE:441231821459848.0004

17 of 20

DECLARATION CONCERNING CONSOLIDATED
LIST OF CREDITORS HOLDING 30 LARGEST UNSECURED CLAIMS

I, the undersigned authorized officer of the debtor in this case, declare under
penalty of perjury that I have reviewed the foregoing Consolidated List of Creditors Holding 30
Largest Unsecured Claims and that the list is true and correct to the best of my information and
belief.

Dated: January 27, 2013

/s/ James G. Naro
By: James G. Naro
Title: Co-Chief Executive Officer

US_ACTIVE:441231821459848.0004

18 of 20

----------------------------------------------------------------x
:
In re : Chapter 11
:
:
Debtor. :
----------------------------------------------------------------x

DECLARATION CONCERNING LIST OF CREDITORS1

Contemporaneously herewith, the above-captioned debtor and its affiliated
debtors (the “Debtors”) have filed a motion requesting a waiver of the requirement for filing a
list of creditors pursuant to Sections 105(a), 342(a), and 521(a)(1) of chapter 11 of title 11 of the
United States Code, Rules 1007(a)(1) and 2002(a), (f), and (l) of the Federal Rules of
Bankruptcy Procedure, Rule 1007-1 of the Local Bankruptcy Rules for the Southern District of
New York, and General Orders M-133, M-137, M-138, M-192 and M-409 of the United States
Bankruptcy Court for the Southern District of New York. The Debtors propose to furnish their
list of creditors to the proposed claims and noticing agent. The Debtors have consulted with and
received the approval of the Clerk of this Court to implement the foregoing procedures.

The list of creditors will contain only those creditors whose names and addresses
were maintained in the Debtors’ consolidated database or were otherwise ascertainable by the
Debtors prior to the commencement of the case.

1
The information herein shall not constitute an admission of liability by, nor is it binding on, the Debtors.

US_ACTIVE:441231821459848.0004

19 of 20

----------------------------------------------------------------x
:
In re : Chapter 11
:
:
Debtor. :
----------------------------------------------------------------x

DECLARATION CONCERNING LIST OF EQUITY SECURITY HOLDERS

Contemporaneously herewith, the above-captioned debtor (“Debtor”) has filed a
motion requesting a waiver of the requirement to file a list of equity security holders pursuant to
Rule 1007(a)(3) of the Federal Rules of Bankruptcy Procedure. The Debtor proposes that equity
security holders will not be prejudiced because if it becomes necessary for such equity security
holders to file proofs of interest, the Debtor will provide them with notice of the bar date and
they will have an opportunity to assert their interests at that time.

US_ACTIVE:441231821459848.0004

20 of 20

----------------------------------------------------------------x
:
In re : Chapter 11
:
:
Debtor. :
----------------------------------------------------------------x

CORPORATE OWNERSHIP STATEMENT PURSUANT TO
RULE 1007(a)(1) OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE

Pursuant to Rules 1007(a)(1) and 7007.1 of the Federal Rules of Bankruptcy
Procedure and Rule 1007-3 of the Local Rules for the United States Bankruptcy Court for the
Southern District of New York, LodgeNet Interactive Corporation, as debtor and debtor in
possession (the “Debtor”), respectfully represents as follows:
1. To the best of the Debtor’s knowledge and belief based on publicly filed
disclosures, no entity owns more than 10% of the equity interests of the Debtor.

2. The Debtor does not directly or indirectly own 10% or more of any class
of equity interests in any corporation whose securities are publicly traded.

DECLARATION CONCERNING CORPORATE OWNERSHIP STATEMENT

I, James G. Naro, am an authorized officer of LodgeNet Interactive Corporation,
the debtor in this case (the “Debtor”), and in such capacity, am familiar with the financial affairs
of the Debtor. I declare under penalty of perjury that I have reviewed this corporate ownership
statement and that it is true and correct to the best of my information and belief.

Dated: January 27, 2013

/s/ James G. Naro
By: James G. Naro
Title: Co-Chief Executive Officer

US_ACTIVE:441231821459848.0004

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