Exhibit A

Sale Declaration

Case 23-80004-swe11 Doc 43-1 Filed 12/18/23 Entered 12/18/23 22:31:24 Desc

Exhibit A - Declaration ISO Bid Procedures Page 1 of 11
SIDLEY AUSTIN LLP

Thomas R. Califano (24122825)

Rakhee V. Patel (00797213)

Jeri Leigh Miller (24102176)

2021 McKinney Avenue, Suite 2000

Dallas, Texas 75201

Telephone: (214) 981-3300

Facsimile: (214) 981-3400

Email: tom.califano@sidley.com

rpatel@sidley.com

jeri.miller@sidley.com

SIDLEY AUSTIN LLP

Andres Barajas (pro hac vice pending)

Weiru Fang (pro hac vice pending)

787 Seventh Avenue

New York, New York 10019

Telephone: (212) 839-5300

Facsimile: (212) 839-5599

Email: andres.barajas@sidley.com

weiru.fang@sidley.com

Proposed Attorneys for the Debtors

and Debtors in Possession

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

In re:

EBIX, INC., et al.1

 Debtors.

Chapter 11

Case No. 23-80004 (SWE)

(Joint Administration Requested)

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification 

number, as applicable, are: Ebix, Inc. (1975), Vertex, Incorporated (6295), P.B. Systems, Inc. (9074), Ebix 

Consulting, Inc. (6666), Ebix US, LLC (N/A), Facts Services, Inc. (1348), Doctors Exchange, Inc. (N/A), Ebix 

International LLC (N/A), Agency Solutions.com, LLC d/b/a Health Connect LLC (N/A), ConfirmNet 

Corporation (2737), A.D.A.M., Inc. (8070), and Ebix Latin America, LLC (N/A). The Debtors’ mailing address 

is 1 Ebix Way, Johns Creek, Georgia 30097.

Case 23-80004-swe11 Doc 43-1 Filed 12/18/23 Entered 12/18/23 22:31:24 Desc

Exhibit A - Declaration ISO Bid Procedures Page 2 of 11
2

DECLARATION OF 

RICHARD W. MORGNER 

IN SUPPORT OF DEBTORS’ MOTION 

FOR ENTRY OF AN ORDER (I)(A) APPROVING 

BID PROCEDURES; (B) APPROVING THE DEBTORS’ ENTRY INTO THE 

STALKING HORSE APA AND APPROVING BID PROTECTIONS; (C) SCHEDULING 

AUCTION AND SALE HEARING; (D) APPROVING THE FORM AND MANNER OF 

NOTICES RELATING TO THE SALE TRANSACTION; (E) APPROVING 

ASSUMPTION AND ASSIGNMENT PROCEDURES; (II) AUTHORIZING THE SALE 

TRANSACTION; AND (III) GRANTING RELATED RELIEF

I, Richard W. Morgner, hereby declare under penalty of perjury as follows:

1. I submit this declaration (this “Declaration”) in support of the Debtors’ Motion for 

Entry of an Order (I)(A) Approving Bid Procedures; (B) Approving the Debtors’ Entry into the 

Stalking Horse APA and Approving Bid Protections; (C) Scheduling Auction and Sale Hearing; 

(D) Approving the Form and Manner of Notices Relating to the Sale Transaction; (E) Approving 

Assumption and Assignment Procedures; (II) Authorizing the Sale Transaction; and (III) Granting 

Related Relief, filed contemporaneously herewith (the “Motion”),2 which seeks approval of, 

among other things (a) the Bid Procedures that will govern the sale process and potential Auction 

for certain of the Debtors’ assets and (b) various dates and deadlines associated therewith. 

2. I understand that the Debtors have also submitted, in support of the Motion, 

the Declaration of Amit K. Garg, Chief Financial Officer of Ebix, Inc., in Support of Chapter 11 

Petitions and First Day Motions [Docket No. 16] (the “First Day Declaration”), which is 

incorporated by reference herein. I also make reference to Declaration of Richard W. Morgner in 

Support of the Debtors’ Emergency Motion for Entry of Interim and Final Orders (I) Authorizing 

(A) Postpetition Financing, and (B) the Use of Cash Collateral; (II) Granting Liens and Providing 

Superpriority Administrative Expense Claims; (III) Granting Adequate Protection to Prepetition 

2 Capitalized terms used but not defined herein have the meanings given to such terms in the Motion or the First 

Day Declaration (as defined below).

Case 23-80004-swe11 Doc 43-1 Filed 12/18/23 Entered 12/18/23 22:31:24 Desc

Exhibit A - Declaration ISO Bid Procedures Page 3 of 11
3

Lenders; (IV) Modifying the Automatic Stay; (VI) Scheduling a Final Hearing; and (VII) Granting 

Related Relief [Docket No. 14]. 

3. Although Jefferies LLC (“Jefferies”) is being compensated for its work as the 

investment banker proposed to be retained by the Debtors, I am not being compensated separately 

for this Declaration or testimony. Except as otherwise indicated herein, all of the facts set forth in 

this Declaration are based upon my personal knowledge, my review of relevant documents, 

information provided to me by Jefferies professionals involved in advising the Debtors in these 

chapter 11 cases, or information provided to me by the Debtors or their other advisors. If called 

upon to testify, I could and would testify to the facts set forth herein on that basis. I am over the 

age of 18 years and authorized to submit this Declaration.

Professional Background and Qualifications

4. I am a Managing Director and Joint Global Head of the Debt Advisory & 

Restructuring Group at Jefferies, a global investment banking firm founded over 50 years ago, 

with its principal office located at 520 Madison Avenue, New York, New York 10022. Jefferies 

is a registered broker-dealer with the United States Securities and Exchange Commission and is a 

member of the Financial Industry Regulatory Authority and the Securities Investor Protection 

Corporation. Jefferies, together with its investment banking advisory affiliates, has over 5,000 

employees located in more than 30 offices around the world. Jefferies and its senior professionals 

have extensive expertise providing investment banking services to financially distressed 

companies, creditors, committees, equity holders, asset purchasers, and other constituencies in 

reorganization proceedings and complex financial restructurings, both in and out of court. 

5. I have more than 30 years of investment banking and restructuring experience. 

Since joining Jefferies in 2009, I have provided investment banking expertise, and distressed 

Case 23-80004-swe11 Doc 43-1 Filed 12/18/23 Entered 12/18/23 22:31:24 Desc

Exhibit A - Declaration ISO Bid Procedures Page 4 of 11
4

mergers and acquisition and financing advice to companies, lenders, and investors in both in- and 

out-of-court restructurings. Prior to joining Jefferies, I was a Managing Director and Co-Head of 

the mergers and acquisitions group at Miller Buckfire, where my primary responsibilities included 

advising companies and investors in restructuring, distressed mergers and acquisitions, distressed 

financing, and special situations. 

6. I have personally led or had material involvement in the execution of over 

100 M&A transactions during my career, many of which involved companies experiencing 

financial distress. In addition, I have personally led or had material involvement in 

approximately 30 chapter 11 cases over the last 20 years. Examples of some of these cases where 

I was involved in a sale process include: AppHarvest Products, LLC (Bankr. S.D. Tex.), 

Vewd Software USA, LLC (Bankr. S.D.N.Y.), NPC International, Inc. (Bankr. S.D. Tex.),

CarbonLite Holdings (Bankr. D. Del.), GenCanna Global (Bankr. E.D. Ky.), Dura Automotive 

Systems (Bankr. D. Del.), Hanjin Shipping Co. (Bankr. D.N.J.), Black Diamond Mining Co.

(Bankr. E.D. Ky.), Dana Corporation (Bankr. S.D.N.Y.), Sundevil Power Holdings (Bankr. D. 

Del.), BMC Holdings (Bankr. D. Minn.), and Magnatrax (Bankr. D. Del.).

General Background

7. As set forth more fully in the First Day Declaration, the Debtors are a leading 

international supplier of on-demand infrastructure exchanges to insurance, financial services, 

travel, and healthcare industries. The Debtors’ main focus is to develop and deploy a wide variety 

of insurance and reinsurance exchanges on an on-demand basis using software-as-a-service 

enterprise solutions in areas of customer relationship management, front-end and back-end 

systems, and outsourced administrative and risk compliance.

Case 23-80004-swe11 Doc 43-1 Filed 12/18/23 Entered 12/18/23 22:31:24 Desc

Exhibit A - Declaration ISO Bid Procedures Page 5 of 11
5

8. The Debtors retained Jefferies as their investment banker in 2021 to, among other 

things, advise the Debtors and facilitate outreach in connection with an evaluation of the Debtors’ 

immediate financing needs and potential strategic transactions, including bridge financing and 

asset sales. Jefferies launched a marketing process on behalf of the Debtors to explore capital raise 

opportunities in an effort to refinance the maturing Prepetition Credit Agreement. Despite 

Jefferies’ robust marketing process, including engagement with over ninety parties, the Debtors 

did not ultimately receive any acceptable refinancing offers, and determined to terminate the 

process. 

9. The Debtors re-engaged Jefferies on November 25, 2022, to provide investment 

banking services in connection with the effort to refinance the maturing Prepetition Credit 

Agreement and a potential restructuring of the Debtors. A cross-sectional team of six managing 

directors across Jefferies’ leverage finance and debt capital markets, debt advisory and 

restructuring, and technology groups have been overseeing these efforts. Jefferies has been 

integrally involved in the negotiations with existing Prepetition Lenders under the Debtors’ 

Prepetition Credit Agreement, other creditors and stakeholders, and third parties. In addition, 

Jefferies, together with the Debtors’ other advisors and management, have been assisting the 

Debtors in (i) the negotiation of a debtor in possession credit facility and assessment of alternative 

financing options, and (ii) running a comprehensive sale and marketing process for substantially 

all of the Debtors’ assets. 

Prepetition Marking Process

10. As set forth more fully in the First Day Declaration, the Debtors explored various 

alternatives towards a refinancing or repayment of the Credit Facility. One of these paths was a 

marketing process for the sale of certain of the Debtors’ assets, which commenced in February 

Case 23-80004-swe11 Doc 43-1 Filed 12/18/23 Entered 12/18/23 22:31:24 Desc

Exhibit A - Declaration ISO Bid Procedures Page 6 of 11
6

2023. Beginning on March 29, 2023, Jefferies distributed an initial marketing materials package 

with respect to a sale of the Debtors’ North American operations to approximately thirty potential 

interested buyers. Management conducted twelve meetings with potential buyers, and provided 

significant initial diligence. Nine indications of interest were received in early May 2023. Based 

on feedback from the buyers and direction from the Debtors’ Strategic Investment Committee 

(the “SIC”), the Debtors sought revised indications of interest for the Debtors’ North American 

Life and Annuity Assets (the “NA L&A Assets”). Six parties submitted revised bids, and the SIC 

selected two bidders to continue forward in the process during the summer and fall of 2023. 

11. In November 2023, the Debtors’ newly-constituted finance committee and the 

Debtors’ Board of Directors authorized Jefferies to broaden the marketing process to any and all 

interested buyers and expanded the scope of the potential assets to be sold beyond the NA L&A 

Assets. Subsequently, an additional four parties engaged in exploration of a purchase of the 

Debtors’ assets, including the Stalking Horse Purchaser (as defined and described more fully 

below). To date, significant information regarding the Debtors’ business has been made available 

in the virtual data room for potential buyers, which includes more than 450 files comprising more 

than 25,000 pages of diligence.

12. The Debtors intend to continue to pursue the sale of assets commenced prepetition 

with the aim of swiftly achieving a value-maximizing transaction. I believe that the marketing 

process, to be conducted in accordance with the Bid Procedures requested in the Motion, should 

be sufficient to identify potential bidders and facilitate an orderly, competitive, and efficient 

bidding and auction process in a fair and transparent manner. 

Case 23-80004-swe11 Doc 43-1 Filed 12/18/23 Entered 12/18/23 22:31:24 Desc

Exhibit A - Declaration ISO Bid Procedures Page 7 of 11
7

Bid Procedures

13. The proposed Bid Procedures contemplate an open auction process for some or all 

of the Debtors assets, including the NA L&A Assets (collectively, the “Assets”), with appropriate 

requirements to submit a qualified bid, and provide potential bidders with sufficient time to 

perform due diligence and acquire the information necessary to submit a timely and well-informed 

bid. I believe the Bid Procedures should increase the likelihood that the Debtors will obtain the 

highest or otherwise best value for the Assets to the benefit of the Debtors’ estates and all parties 

in interest. 

14. In formulating the proposed sale timeline, the Debtors balanced the need to find a 

buyer for the Assets quickly and efficiently against the need to provide adequate time for potential

purchasers to conduct due diligence and submit bids. As described more fully above, prior to the 

Petition Date, the Debtors, with the assistance of Jefferies, conducted a marketing process for 

certain of the Debtors’ Assets and, as discussed below, were able to agree with the Stalking Horse 

Purchaser (as defined below) on a Stalking Horse APA to establish a framework and a floor for 

the purchase price of the NA L&A Assets. The Bid Procedures provide for an approximately 

month and a half postpetition marketing and bidding process for the NA L&A Assets, subject to 

the Stalking Horse APA, to be followed by the Auction to the extent multiple bids are received. 

The Bid Procedures also provide for an approximately four month postpetition marketing and 

bidding process for non-NA L&A Assets, to be followed by the Auction to the extent multiple bids 

are received. 

15. I believe that this timeline is appropriate under the facts that exist here. As 

described more fully above, the Debtors have been engaged in marketing the Assets for many 

months prior to the Petition Date. In addition, potential bidders already have access to a significant 

Case 23-80004-swe11 Doc 43-1 Filed 12/18/23 Entered 12/18/23 22:31:24 Desc

Exhibit A - Declaration ISO Bid Procedures Page 8 of 11
8

amount of diligence with respect to the Debtors’ Assets, and with respect to the NA L&A Assets, 

have a framework within which to structure the purchase of these Assets in the form of the Stalking 

Horse APA. The time and process proposed by the Bid Procedures, therefore, balance the need to 

proceed expeditiously and the chances of obtaining value maximizing bids for the Debtors’ Asset. 

16. Accordingly, I believe the Bid Procedures are reasonable, and appropriate and 

should be approved.

The Stalking Horse Bid

17. Prior to the Petition Date, the Debtors, together with their advisors, determined that 

entry into an agreement with a stalking horse for the NA L&A Assets would maximize value by 

providing a framework and a floor for these assets. Accordingly, the Debtors and their advisors 

worked to secure a stalking horse bid (the “Stalking Horse Bid”) for the NA L&A Assets submitted 

by Zinnia Distributor Solutions LLC (the “Stalking Horse Purchaser”). Negotiations in connection 

with the Stalking Horse Bid included extensive arms’-length negotiations between the Stalking 

Horse Purchaser and the Debtors and their advisors on the economic and legal terms of a purchase 

of the NA L&A Assets culminating in the deal embodied in that certain asset purchase agreement 

between the Debtors and the Stalking Horse Purchaser (the “Stalking Horse APA”). As set forth 

in the Stalking Horse APA, the Stalking Horse Purchaser is prepared to expeditiously complete 

the diligence process and execute definitive documentation to consummate purchase of the NA 

L&A Assets, subject to higher or otherwise better offers at the Auction. 

18. The Stalking Horse APA contemplates certain bid protections (the “Bid 

Protections”) including (a) a provision for reimbursement of reasonable and documented fees and 

expenses not to exceed $3 million (the “Purchaser Expense Reimbursement”) following the 

termination of the Stalking Horse APA under certain circumstances and (ii) a breakup fee equal to 

Case 23-80004-swe11 Doc 43-1 Filed 12/18/23 Entered 12/18/23 22:31:24 Desc

Exhibit A - Declaration ISO Bid Procedures Page 9 of 11
9

3% of the Purchase Price, payable in the event that the Stalking Horse APA is terminated under 

certain circumstances or the Debtors consummate an alternative transaction (the “Breakup Fee”). 

Based on my experience and the facts that exist here, I believe that the Bid Protections, including 

the Breakup Fee and Purchaser Expense Reimbursement, are customary and usual, typically 

required by stalking horse bidders, and are reasonable under the circumstances. The Stalking 

Horse Bid sets a floor for the value of the NA L&A Assets, encouraging potential buyers to meet 

or exceed a fair price for the NA L&A Assets and maximizing the realizable value of the NA L&A 

Assets to the benefit of all parties in interest. Additionally, the Stalking Horse APA ensures that 

the Debtors will have a purchaser for the NA L&A Assets, which accounts for a substantial portion 

of the Debtors’ North American Assets. Accordingly, I believe that being able to secure the 

Stalking Horse Purchaser’s commitment to purchase the NA L&A Assets is beneficial to the sale 

process. Further, the payment of the Bid Protections will not diminish the Debtors’ estates to the 

extent they become payable in an Auction because any competing bid must exceed the Stalking 

Horse Bid by an amount in excess of the sum of the Breakup Fee and the Purchaser Expense 

Reimbursement. 

19. Finally, the Debtors worked to minimize the amount and circumstances in which 

the Bid Protections would be payable. I believe that the Bid Protections, as a whole, are 

comparable to the bid protections often provided to similar bidders in other bankruptcy cases.

20. Accordingly, based on my experience, and my review of the negotiations and 

proposals received to date, the proposed purchase of the NA L&A Assets as contemplated by the 

Stalking Horse APA is the result of extensive, good-faith, arms’-length negotiations, and is 

currently the highest and best proposal. I further believe that entry into the Stalking Horse APA 

has put the Debtors in a position, despite a challenging liquidity position, to solicit competing bids 

Case 23-80004-swe11 Doc 43-1 Filed 12/18/23 Entered 12/18/23 22:31:24 Desc

Exhibit A - Declaration ISO Bid Procedures Page 10 of 11
10

that may be materially higher or may provide otherwise better value to the Debtors’ estates than 

the Stalking Horse Bid.

21. Accordingly, in light of the circumstances and in the context of the proposed sale 

processes, I believe that entering into the Stalking Horse APA, including granting the Bid 

Protections is in the best interest of the Debtors’ estates, and should be approved. 

Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true 

and correct to the best of my knowledge and belief.

Dated: December 18, 2023 /s/ Richard W. Morgner

Richard W. Morgner

Case 23-80004-swe11 Doc 43-1 Filed 12/18/23 Entered 12/18/23 22:31:24 Desc

Exhibit A - Declaration ISO Bid Procedures Page 11 of 11