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) 

(Jointly Administered) 

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. 

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 2 

NOTICE OF FILING OF FIRST DAY HEARING DEMONSTRATIVE 

PLEASE TAKE NOTICE that on December 19, 2023, the United States Bankruptcy 

Court for the Northern District of Texas (the “Court”) conducted a hearing with respect to certain 

“first day” relief (the “First Day Hearing”) requested by the above-captioned debtors and debtors 

in possession (collectively, the “Debtors”). 

PLEASE TAKE FURTHER NOTICE that the Debtors hereby file a copy of the 

demonstrative presentation referenced in the First Day Hearing. 

PLEASE TAKE FURTHER NOTICE that copies of pleadings filed in this case may be 

obtained (i) at the website established by the Debtors’ proposed noticing agent, Omni Agent 

Solutions, Inc. at https://omniagentsolutions.com/Ebix, (ii) from the Court’s website 

http://www.txnb.uscourts.gov via ECF/Pacer, or (iii) upon request to the undersigned. 

[Remainder of page intentionally left blank]

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Dated: December 19, 2023 

Dallas, Texas /s/ Jeri Leigh Miller 

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 

and 

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 

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Certificate of Service 

 I certify that on the December 19, 2023, I caused a copy of the foregoing document to be 

served by the Electronic Case Filing System for the United States Bankruptcy Court for the 

Southern District of Texas. 

/s/ Jeri Leigh Miller 

 

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Exhibit A 

First Day Hearing Demonstrative 

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Ebix Inc., et al., 

Case No. 23-80004

Judge Everett

United States Bankruptcy Court

Northern District of Texas

December 19, 2023

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Leading international provider of technology services, 

focusing on the insurance, financial services, travel, 

and healthcare industries

Ebix’s Business Lines

2

Insurance 

Exchange

Risk Compliance 

Solutions

Consulting

Primary Channels

Oakstone 

Business (medical 

education) 

ADAM Business 

(multimedia health 

content provider)

EbixHealth

(technology 

platform)

Other Business Lines

Insurance 

Exchange (U.K., 

Australia, New 

Zealand, Brazil) 

EbixCash (India) 

(software and 

services) 

International Services

Domestic Business Lines International Business Lines

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Add Text

PowerPoint Presentation 

Revenue

Customer relationship 

management, front and 

back-end systems, 

administrative & risk 

compliance, and discrete 

consultancy services 

Development & 

deployment of SaaS 

enterprise solutions for 

insurance and 

reinsurance exchanges

Majority of revenue is 

generated from software 

insurance exchange 

business, EbixExchange

Insurance Exchange

3

SaaS Enterprise Solutions Areas Serviced

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Add Text

PowerPoint Presentation 

Risk Compliance Solutions

4

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Add Text

PowerPoint Presentation 

Consulting

5

Customed Services

Diverse suite of additional 

businesses and services in 

the technology and training 

sector

Custom app 

development, strategic 

consulting, business 

process management, IT 

outsourcing

Customized consulting 

& support services to 

build, manage, and 

optimize IT 

infrastructures

Comprehensive Offerings

Additional Businesses

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Company’s Global Footprint

6

Over 10,000 

employees worldwide

Debtors’ worldwide 

headquarters is located in 

Johns Creek, Georgia

Non-Debtors operate 

internationally across ~200 

offices abroad

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Debtors

7

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Debtors’ Management Team

• Robin Raina (CEO) 

• Amit Garg (CFO & First Day Declarant) 

Debtors’ Advisors

• Counsel: Sidley Austin 

• Financial Advisor: AlixPartners 

• Investment Banker: Jefferies 

(Richard Morgner, Declarant) 

Prepetition Lenders & DIP Lenders’ 

Advisors (Regions Bank as Agent)

• Counsel: Mayer Brown 

• Financial Advisor: FTI

Stalking Horse (Zinnia)’s Advisors

• Counsel: Milbank 

• Financial Advisor: RBC & Citibank

Key Players

8

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2014 2024

Aug. 2014 –

Prepetition 

Credit 

Agreement

2019 –

Pursuit of EbixCash

IPO (initial target 

completion date of 

May 2020)

July 2016 to April 

2021 –

Amendments 2-12

Fall 2021 –

Company engaged 

Jefferies to advise 

on potential debt 

financing 

transactions

Timeline of Important Events

Jan. 2022 –

Company formed 

Strategic 

Investment 

Committee to 

evaluate financing 

and capital raising 

alternatives

Nov. 2022 –

Company reengaged 

Jefferies to 

launch new 

refinancing 

process effort

Nov. 2022 –

Company 

engaged 

Sidley

Feb. 2023 –

Prepetition Credit 

Facility to mature, 

but extended by 

Amendment 13 to 

May 2023

May 2023 –

Amendment 14, 

maturity date of 

Prepetition Credit 

Facility extended 

again to Sept. 2023 

July 2023 –

Amendment 15 

removes July 31 

deadline for public 

opening of subscription 

to investors of 

EbixCash Ltd.

Sept. 2023 –

Company entered into 

forbearance agreement 

with Prepetition Lenders 

which provided 45 day 

forbearance window to 

Nov. 15, 2023 & 

appointment of 

additional directors 

Feb. 2023 –

Jefferies 

launched 

M&A process

Nov. 2023 –

Company enters 

into Amended 

Forbearance 

Agreement 

extending 

forbearance 

period to Dec. 

17, 2023

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Prepetition Capital Structure

10

 Approximately $620 million in principal amount of outstanding funded debt

obligations, exclusive of accrued but unpaid interest and fees, under the Credit

Facility.

 As of the Petition Date, interest and amendment fees have accrued in the aggregate

amount of approximately $36 million.

 Approximately $7.5 million in trade payables.

 Approximately $7 million owed to judgement creditor Amadeus.

 Additional litigation claims in contingent, unliquidated amount (including securities

class actions).

 Intercompany claims pursuant to Support Services arrangements with foreign

affiliates and funding arrangement with non-Debtor benefit services entity.

 Approximately 30 million shares of Common Stock outstanding, trading at $4.93

as of close of market 12/15, for an implied market capitalization of approximately

$150 million.

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Key Building Blocks of the Chapter 11 Cases 

11

RSA

• Support from the prepetition lenders for the cases 

• Forbearance from the prepetition lenders from exercising remedies against non-Debtor guarantors under the 

prepetition facility, Ebix Singapore Pte Ltd and Ebix International Holdings Limited

Restructuring 

Transactions

• Jointly administered plan of reorganization

• Sale or sales of the Debtors’ North American Life and Annuity assets & other assets as is necessary to fund 

the restructuring transactions and pay all prepetition secured claims in full

DIP Facility

• Superpriority, senior secured, delayed-draw term loan facility 

• Aggregate principal amount up to $105,000,000 consisting of: 

• (a) New Money DIP Loans of up to $35,000,000; and 

• (b) DIP Rolled-UP Loans in the aggregate amount of up to $70,000,000

Stalking 

Horse APA

• Agreement with Zinnia Distributor Solutions, LLC, a wholly owned subsidiary of Zinnia Corporate 

Holdings, LLC for sale of North American L&AAssets 

• Purchase Price of $400 million subject to price adjustment 

• 3% breakup fee and $3 million expense reimbursement 

• Conditions include third party QofE and acceptance of employment by certain key employees 

KEIP / KERP

• Key employee incentive and retention plans, which shall be funded through the DIP Facility

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Marketing Process 

12

Prepetition

Launch of Marketing Process February 2023 - Jefferies launched a sale process for the

North American operations of the Insurance Exchanges

and Risk Compliance Solutions businesses

Potential Acquirors Contacted 30 parties contacted (19 sponsors and 11 strategics)

NDAs Signed 28 potential buyers executed confidentiality agreements

IOIs Received May 2023 - 15 indications of interest (“IOI”) received.

Then, 6 revised IOIs were received for NA L&AAssets

Stalking Horse Agreement APA Signed with Zinnia on December 18, 2023

Postpetition (Proposed)

Bidding Procedures Hearing January 8, 2024

Bid Deadline January 29, 2024

Auction (if required) By February 2, 2024

Sale Order Entered By February 7, 2024

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North America L&A Marketing Process 

13

North American 

L&A Exchange 

Assets

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Marketing Process 

14

Prepetition

Launch of Marketing Process February 2023 - Jefferies launched a sale process for the

North American operations of the Insurance Exchanges

and Risk Compliance Solutions businesses

Potential Acquirors Contacted 30 parties contacted (19 sponsors and 11 strategics)

NDAs Signed 28 potential buyers executed confidentiality agreements

IOIs Received May 2023 - 15 indications of interest (“IOI”) received.

Then, 6 revised IOIs were received for NA L&AAssets

Stalking Horse Agreement APA Signed with Zinnia on December 18, 2023

Postpetition (Proposed)

Bidding Procedures Hearing January 8, 2024

Bid Deadline January 29, 2024

Auction (if required) By February 2, 2024

Sale Order Entered By February 7, 2024

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DIP Facility Milestones

15

Milestones

• Petition Date (“PD”)+3 – Interim DIP Order Entered

• PD+5 – Appointment of CRO

• PD+15 – Bid Procedures Motion Filed

• PD+30 – Provide DIP lenders with CIM and Proposed list of interested buyers

• PD+45 – Bid Procedures Order Entered

• PD+45 – Final DIP Order Entered

• PD+75 – Plan, Disclosure Statement, Disclosure Statement Motion Filed

• PD+110 – Qualified Bid Received

• PD+110 – Order Approving Disclosure Statement and Solicitation of Votes for Plan

• PD+115 – Selection of Qualified Bidder(s)

• PD+125 – Hold Auction (if Applicable)

• PD+135 – Sale Order Entered

• PD+150 – Confirmation Order Entered

• PD+170 – Plan Effective Date

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First Day Relief 

16

• Joint Administration 

• SOFA & Schedules Motion 

• Consolidated Creditor Matrix Motion

• NOL Motion 

• Wages Motion 

• Cash Management Motion

• Vendor Motion

• Insurance Motion 

• Taxes Motion 

• Utilities Motion 

• [Lease Rejection Motion] 

• Omni Retention 

Application 

• DIP Facility

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Evidentiary Support

17

Amit Garg –

Ebix CFO / First Day 

Declarant

Richard Morgner –

Jefferies / DIP Motion

Paul Deutch –

Omni / Retention 

Application 

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