Justin A. Macke

Sidley represented industrials investor American Industrial Partners (AIP) in its US$700 million acquisition of the Grain & Protein business of AGCO Corporation (NYSE: AGCO), a large precision agriculture technology and machinery company. The division produces grain storage and seed processing equipment and generates an annual revenue of approximately US$1 billion with 3,200 employees and 14 facilities across North America, Brazil, Europe, and Malaysia. Through this carve-out acquisition, AIP plans to realize synergies across brands and maximize quality, yields, and value of agricultural products while improving global food security. The Sidley team was led by Justin Macke, John Godfrey, and Christopher Rile (M&A and Private Equity), and includes MK Han, George H. Brooks, Sam E. Hulsey, Alison C. Malkowski, Sarah Kang, Henry Dickinson, Jessica Edwards, Andrew Lecky, and John K. Neal Jr. (M&A and Private Equity); Margaret H. Allen, Ernesto R. Claeyssen, Deepika R. Daggubati, Alyssa A. Hartley, and Erica C. Mellon (Commercial Litigation and Disputes); Eric S. Wolf, Karim S. Pirani, and Joanna Janica (Employee Benefits and Executive Compensation); Maureen M. Crough (Environmental); Jen Fernandez, Christopher Lock, and Heather Hedges (Global Arbitration, Trade and Advocacy); Scott J.F. Goldstein (Insurance); Mike Bettinger (IP Litigation); Peter McCorkell and Alex Down (Labor, Employment and Immigration); Francesca Blythe, Ash Nagdev, Denise Kara, and Matthias Bruynseraede (Privacy and Cybersecurity); Elizabeth K. McCloy, Brandon Bryer, and Margaret Whalen (Real Estate); Christian Brause, Jason Menzies, Eric M. Grosshandler, Tyler J. Combest, and Fraser Tudor (Tax); Dusan Clark and E. Kyle Barnett (Technology and Life Sciences Transactions); Craig Francis Dukin (White Collar Defense and Investigations).~~Sidley represented industrials investor American Industrial Partners (AIP) in its US$700 million acquisition of the Grain & Protein business of AGCO Corporation (NYSE: AGCO), a large precision agriculture technology and machinery company. The division produces grain storage and seed processing equipment and generates an annual revenue of approximately US$1 billion with 3,200 employees and 14 facilities across North America, Brazil, Europe, and Malaysia. Through this carve-out acquisition, AIP plans to realize synergies across brands and maximize quality, yields, and value of agricultural products while improving global food security. The Sidley team was led by Justin Macke, John Godfrey, and Christopher Rile (M&A and Private Equity), and includes MK Han, George H. Brooks, Sam E. Hulsey, Alison C. Malkowski, Sarah Kang, Henry Dickinson, Jessica Edwards, Andrew Lecky, and John K. Neal Jr. (M&A and Private Equity); Margaret H. Allen, Ernesto R. Claeyssen, Deepika R. Daggubati, Alyssa A. Hartley, and Erica C. Mellon (Commercial Litigation and Disputes); Eric S. Wolf, Karim S. Pirani, and Joanna Janica (Employee Benefits and Executive Compensation); Maureen M. Crough (Environmental); Jen Fernandez, Christopher Lock, and Heather Hedges (Global Arbitration, Trade and Advocacy); Scott J.F. Goldstein (Insurance); Mike Bettinger (IP Litigation); Peter McCorkell and Alex Down (Labor, Employment and Immigration); Francesca Blythe, Ash Nagdev, Denise Kara, and Matthias Bruynseraede (Privacy and Cybersecurity); Elizabeth K. McCloy, Brandon Bryer, and Margaret Whalen (Real Estate); Christian Brause, Jason Menzies, Eric M. Grosshandler, Tyler J. Combest, and Fraser Tudor (Tax); Dusan Clark and E. Kyle Barnett (Technology and Life Sciences Transactions); Craig Francis Dukin (White Collar Defense and Investigations).

Jul 25

2 min

On Friday, August 2, 2024, Sidley successfully obtained confirmation of Ebix Inc.’s Chapter 11 plan from the U.S. Bankruptcy Court for the Northern District of Texas. Ebix, which operates an insurance exchange platform as well as providing other financial services focused on the insurance industry, filed for Chapter 11 bankruptcy on December 17, 2023. In connection with the filing, Ebix reached a “stalking horse” agreement to sell its North American Life and Annuity assets to Zinnia Distributor Solutions, which sale ultimately closed on April 1, 2024. The Debtors then ran an extensive marketing process for their remaining assets and/or equity interests in non-Debtor subsidiaries, and the right to sponsor a plan of reorganization for the Debtors. A consortium of Eraaya Lifespaces Limited, Vikas Lifecare Limited, and Vitasta Software India Private Limited (the “Plan Sponsor”) was the successful bidder for the sponsorship of a plan of reorganization for the Debtors, and the Debtors were able to broker a global resolution between the Debtors, the Prepetition Lenders / DIP lenders, the Plan Sponsor, and the Unsecured Creditors Committee in advance of the confirmation hearing to present an uncontested confirmation hearing other than with respect to issues related to releases and exculpation provisions in the plan raised by the Office of the United States Trustee. Following a bench ruling, the Court confirmed the plan, commending the parties for a “marvelous job” done, specifically appreciating the consideration given to addressing the Court’s stated concerns regarding third-party releases (although ultimately requiring the removal of the third-party release opt-out provisions). This complex, cross-border matter involved lawyers and staff from the New York, Chicago, Los Angeles, Century City, Houston, Dallas, Washington, D.C., San Francisco, London, Singapore, and Hong Kong offices. The Sidley team included Tom Califano, Rakhee Patel, Ameneh Bordi, Jeri Leigh Miller, Weiru Fang, Molly Dyas, Luke Mason, Michael Sabino, Ibrahim Babiker, Siddhanth Goyal, Raphael Rabinowitz, Parker Embry, Ashrita Gulati, Jake Landreth, Joshua Lee, Jesse Lopez, Chelsea McManus, Joshua Oeij, Andreas Rauch, Francesca Sadler, and Chris Yu (Restructuring); Nicholas Schwartz, Mark Adler, Julie Ann Rosenberg Lamm, Pietro Fontana, Daniel Lindsey, Bill Turnbull III, Shaobin Zheng, Wilfred Ong, and Horine Ye (Global Finance); S. Scott Parel, Justin Macke, Jessica Pisani, Nick DeAngelis, Staci Alexander, Amanda Patterson, Ryan Lim, Sarah Kang, Ellen Heighten, Henry Dickinson, Rachel Ang, Caulyn Bong, Micaela Hannah, and Amanda Gonzalez (M&A/Private Equity); Suresh Advani, Richard Silverman, Oliver Currall, Mitchell Li, Molly Homann, Tyler Replogle, Alice Qin (Tax); Gregory Jacobs, John Kuster, Jon Muenz, and Katelin Everson (Commercial Litigation and Disputes); James Mendenhall, Carys Golesworthy, Kayla Scott, and Ryan Tan (Global Arbitration, Trade and Advocacy); Kristina Gliklad, Vadim Brusser, Edward Sharon, and Jamie Sadler (Antitrust and Competition); Kostian Ciko, Prabhat Mehta, and Istvan Hajdu (Capital Markets); Mary Niehaus and Gregory Matisoff (Employee Benefits and Executive Compensation); Walter Carlson and Andrew Kunsak (Securities and Shareholder Litigation); David Lashway and John W. Woods Jr. (Privacy and Cybersecurity); E. Kyle Barnett (Technology and Life Sciences Transactions); Stephanie Dobecki (Insurance); Elizabeth McCloy (Real Estate); Carlton Fleming (Emerging Companies and Venture Capital); Scott Heyman (Tax Controversy); Katherine Roberts (Labor, Employment and Immigration); and George Vlahakos (Energy and Infrastructure).~~On Friday, August 2, 2024, Sidley successfully obtained confirmation of Ebix Inc.’s Chapter 11 plan from the U.S. Bankruptcy Court for the Northern District of Texas. Ebix, which operates an insurance exchange platform as well as providing other financial services focused on the insurance industry, filed for Chapter 11 bankruptcy on December 17, 2023. In connection with the filing, Ebix reached a “stalking horse” agreement to sell its North American Life and Annuity assets to Zinnia Distributor Solutions, which sale ultimately closed on April 1, 2024. The Debtors then ran an extensive marketing process for their remaining assets and/or equity interests in non-Debtor subsidiaries, and the right to sponsor a plan of reorganization for the Debtors. A consortium of Eraaya Lifespaces Limited, Vikas Lifecare Limited, and Vitasta Software India Private Limited (the “Plan Sponsor”) was the successful bidder for the sponsorship of a plan of reorganization for the Debtors, and the Debtors were able to broker a global resolution between the Debtors, the Prepetition Lenders / DIP lenders, the Plan Sponsor, and the Unsecured Creditors Committee in advance of the confirmation hearing to present an uncontested confirmation hearing other than with respect to issues related to releases and exculpation provisions in the plan raised by the Office of the United States Trustee. Following a bench ruling, the Court confirmed the plan, commending the parties for a “marvelous job” done, specifically appreciating the consideration given to addressing the Court’s stated concerns regarding third-party releases (although ultimately requiring the removal of the third-party release opt-out provisions). This complex, cross-border matter involved lawyers and staff from the New York, Chicago, Los Angeles, Century City, Houston, Dallas, Washington, D.C., San Francisco, London, Singapore, and Hong Kong offices. The Sidley team included Tom Califano, Rakhee Patel, Ameneh Bordi, Jeri Leigh Miller, Weiru Fang, Molly Dyas, Luke Mason, Michael Sabino, Ibrahim Babiker, Siddhanth Goyal, Raphael Rabinowitz, Parker Embry, Ashrita Gulati, Jake Landreth, Joshua Lee, Jesse Lopez, Chelsea McManus, Joshua Oeij, Andreas Rauch, Francesca Sadler, and Chris Yu (Restructuring); Nicholas Schwartz, Mark Adler, Julie Ann Rosenberg Lamm, Pietro Fontana, Daniel Lindsey, Bill Turnbull III, Shaobin Zheng, Wilfred Ong, and Horine Ye (Global Finance); S. Scott Parel, Justin Macke, Jessica Pisani, Nick DeAngelis, Staci Alexander, Amanda Patterson, Ryan Lim, Sarah Kang, Ellen Heighten, Henry Dickinson, Rachel Ang, Caulyn Bong, Micaela Hannah, and Amanda Gonzalez (M&A/Private Equity); Suresh Advani, Richard Silverman, Oliver Currall, Mitchell Li, Molly Homann, Tyler Replogle, Alice Qin (Tax); Gregory Jacobs, John Kuster, Jon Muenz, and Katelin Everson (Commercial Litigation and Disputes); James Mendenhall, Carys Golesworthy, Kayla Scott, and Ryan Tan (Global Arbitration, Trade and Advocacy); Kristina Gliklad, Vadim Brusser, Edward Sharon, and Jamie Sadler (Antitrust and Competition); Kostian Ciko, Prabhat Mehta, and Istvan Hajdu (Capital Markets); Mary Niehaus and Gregory Matisoff (Employee Benefits and Executive Compensation); Walter Carlson and Andrew Kunsak (Securities and Shareholder Litigation); David Lashway and John W. Woods Jr. (Privacy and Cybersecurity); E. Kyle Barnett (Technology and Life Sciences Transactions); Stephanie Dobecki (Insurance); Elizabeth McCloy (Real Estate); Carlton Fleming (Emerging Companies and Venture Capital); Scott Heyman (Tax Controversy); Katherine Roberts (Labor, Employment and Immigration); and George Vlahakos (Energy and Infrastructure).

Aug 9

5 min

A Sidley team represented Ebix, Inc. in its filing for Chapter 11 protection in the U.S. Bankruptcy Court for the Northern District of Texas on December 17, 2023. Ebix, a publicly traded leading international supplier of on-demand software and e-commerce services to the insurance, financial services, travel, healthcare, and e-learning industries, listed assets, and liabilities between US$500 million and US$1 billion, including a prepetition credit facility in the amount of approximately US$617 million. In connection with the filing, Ebix reached a “stalking horse” agreement to sell its North American Life and Annuity assets to Zinnia, an Eldridge business and leading life insurance and annuity technology and service company, for US$400 million. The Zinnia bid will act as a baseline for competitive bids for the acquisition of the North American Life and Annuity assets in the Chapter 11 cases. In addition, Ebix secured a US$105 million debtor-in-possession facility to fund the case, which includes up to US$35 million in new money commitments. The team representing Ebix is led by Steve Hessler, Tom Califano, and Rakhee Patel (all Restructuring) and includes Scott Parel (Private Equity), Justin Macke (Private Equity), Julie Ann Rosenberg Lamm (Global Finance), Ameneh Bordi (Restructuring), and Jeri Leigh Miller (Restructuring).~~A Sidley team represented Ebix, Inc. in its filing for Chapter 11 protection in the U.S. Bankruptcy Court for the Northern District of Texas on December 17, 2023. Ebix, a publicly traded leading international supplier of on-demand software and e-commerce services to the insurance, financial services, travel, healthcare, and e-learning industries, listed assets, and liabilities between US$500 million and US$1 billion, including a prepetition credit facility in the amount of approximately US$617 million. In connection with the filing, Ebix reached a “stalking horse” agreement to sell its North American Life and Annuity assets to Zinnia, an Eldridge business and leading life insurance and annuity technology and service company, for US$400 million. The Zinnia bid will act as a baseline for competitive bids for the acquisition of the North American Life and Annuity assets in the Chapter 11 cases. In addition, Ebix secured a US$105 million debtor-in-possession facility to fund the case, which includes up to US$35 million in new money commitments. The team representing Ebix is led by Steve Hessler, Tom Califano, and Rakhee Patel (all Restructuring) and includes Scott Parel (Private Equity), Justin Macke (Private Equity), Julie Ann Rosenberg Lamm (Global Finance), Ameneh Bordi (Restructuring), and Jeri Leigh Miller (Restructuring).

Dec 22

2 min

New York – Sidley is pleased to announce that George Hunter has joined the firm’s M&A practice as a partner in the New York office. Mr. Hunter joins from Jones Day. Mr. Hunter advises companies and their boards on M&A and corporate governance situations, including shareholder activism and securities law matters. With a particular focus on public company transactions, he has counseled clients on numerous high-profile transactions involving a variety of deal structures. Mr. Hunter has represented clients in a wide range of industries, including aerospace, defense, digital and energy infrastructure, mining, consumer goods, and consumer retail. “George has a great reputation and credibility as an experienced boardroom lawyer in strategic transactions for public companies, private equity infrastructure transactions, and restructuring matters,” said Brian Fahrney, Chair-elect of Sidley’s Executive Committee. “His experience will augment our already significant public company practice in New York and elsewhere, and will greatly benefit our clients.” “George has worked closely with New York partners Adam Cromie, Dave Grubman, and Justin Macke, and we are excited to welcome him to the office,” said Nancy Chung, managing partner of Sidley’s New York office and a member of the firm’s Management Committee and Executive Committee. “He is known for his technical and nuanced counseling in bet-the-company matters and will collaborate closely with our M&A, energy and infrastructure, activism defense, and restructuring practices to offer a first-class client experience.” The firm’s preeminent global M&A and Private Equity practice has more than 650 lawyers who are engaged in the full spectrum of public and private mergers and acquisitions, as well as private equity transactions across a variety of industries, including manufacturing, energy, life sciences, sports, entertainment, healthcare, real estate, consumer products, transportation and logistics, infrastructure, technology, media and telecoms, financial services and insurance, and metals and mining. Sidley is an elite global law firm. With 2,300 lawyers, annual revenue of US$3.4 billion, and experience of nearly 160 years, we have established a reputation using Built to Win℠ legal strategies in successfully representing clients in 65 countries on complex transactional, restructuring, investigation, regulatory, and litigation matters. With 21 offices strategically situated in key commercial, regulatory, and financial hubs across the world, our perspective and our reach are truly global. Our lawyers and business professionals, fluent in more than 75 languages, possess the cultural awareness and cross-border legal acumen needed to bring clarity to a dynamic business landscape. Matt Messinger, Director, Public Relations, +1 312 456 4009 (Global) Attorney Advertising—Sidley Austin LLP is a global law firm. Our addresses and contact information can be found at www.sidley.com/en/locations/offices. Sidley and Sidley Austin refer to Sidley Austin LLP and affiliated partnerships as explained at www.sidley.com/disclaimer. New York – Sidley is pleased to announce that George Hunter has joined the firm’s M&A practice as a partner in the New York office. Mr. Hunter joins from Jones Day. Mr. Hunter advises companies and their boards on M&A and corporate governance situations, including shareholder activism and securities law matters. With a particular focus on public company transactions, he has counseled clients on numerous high-profile transactions involving a variety of deal structures. Mr. Hunter has represented clients in a wide range of industries, including aerospace, defense, digital and energy infrastructure, mining, consumer goods, and consumer retail. “George has a great reputation and credibility as an experienced boardroom lawyer in strategic transactions for public companies, private equity infrastructure transactions, and restructuring matters,” said Brian Fahrney, Chair-elect of Sidley’s Executive Committee. “His experience will augment our already significant public company practice in New York and elsewhere, and will greatly benefit our clients.” “George has worked closely with New York partners Adam Cromie, Dave Grubman, and Justin Macke, and we are excited to welcome him to the office,” said Nancy Chung, managing partner of Sidley’s New York office and a member of the firm’s Management Committee and Executive Committee. “He is known for his technical and nuanced counseling in bet-the-company matters and will collaborate closely with our M&A, energy and infrastructure, activism defense, and restructuring practices to offer a first-class client experience.” The firm’s preeminent global M&A and Private Equity practice has more than 650 lawyers who are engaged in the full spectrum of public and private mergers and acquisitions, as well as private equity transactions across a variety of industries, including manufacturing, energy, life sciences, sports, entertainment, healthcare, real estate, consumer products, transportation and logistics, infrastructure, technology, media and telecoms, financial services and insurance, and metals and mining. Sidley is an elite global law firm. With 2,300 lawyers, annual revenue of US$3.4 billion, and experience of nearly 160 years, we have established a reputation using Built to Win℠ legal strategies in successfully representing clients in 65 countries on complex transactional, restructuring, investigation, regulatory, and litigation matters. With 21 offices strategically situated in key commercial, regulatory, and financial hubs across the world, our perspective and our reach are truly global. Our lawyers and business professionals, fluent in more than 75 languages, possess the cultural awareness and cross-border legal acumen needed to bring clarity to a dynamic business landscape. Matt Messinger, Director, Public Relations, +1 312 456 4009 (Global) Attorney Advertising—Sidley Austin LLP is a global law firm. Our addresses and contact information can be found at www.sidley.com/en/locations/offices. Sidley and Sidley Austin refer to Sidley Austin LLP and affiliated partnerships as explained at www.sidley.com/disclaimer.

Apr 3

4 min

Sidley represented Carlstar Group LLC (Carlstar) in its US$296 million acquisition by Titan International, Inc. (NYSE: TWI) (Titan). Carlstar is a global manufacturer and distributor of specialty tires and wheels for a variety of end-market verticals, including outdoor power equipment, power sports, trailers, and small to midsize agricultural and construction equipment. Titan is a global manufacturer of off-highway wheels, tires, assemblies, and undercarriage products. The transaction will serve to further diversify Titan’s product portfolio and bring new customer relationships in multiple channels. The Sidley team was led by M&A and Private Equity partner Justin Macke and senior managing associate MK (Mee Kyung) Han. Additional team members included: LinLin Teng and Amy Jang (M&A and Private Equity); Alex Csordas and Sam Gandhi (Capital Markets); Ernesto Claeyssen (Commercial Litigation and Disputes); Eric Wolf and Amanda Casanueva (Employee Benefits and Executive Compensation); Maureen Crough (Environmental); Jen Fernandez and Carys Golesworthy (Global Arbitration, Trade and Advocacy); Steven Rutkovsky (Global Finance); Eric Hoffman (Labor, Employment and Immigration); Ash Nagdev (Privacy and Cybersecurity); Christian Brause, Eric Grosshandler, and Joel Lifshitz (Tax); Julia Chester (Technology and Life Sciences); and Craig Francis Dukin (White Collar Defense and Investigations).~~Sidley represented Carlstar Group LLC (Carlstar) in its US$296 million acquisition by Titan International, Inc. (NYSE: TWI) (Titan). Carlstar is a global manufacturer and distributor of specialty tires and wheels for a variety of end-market verticals, including outdoor power equipment, power sports, trailers, and small to midsize agricultural and construction equipment. Titan is a global manufacturer of off-highway wheels, tires, assemblies, and undercarriage products. The transaction will serve to further diversify Titan’s product portfolio and bring new customer relationships in multiple channels. The Sidley team was led by M&A and Private Equity partner Justin Macke and senior managing associate MK (Mee Kyung) Han. Additional team members included: LinLin Teng and Amy Jang (M&A and Private Equity); Alex Csordas and Sam Gandhi (Capital Markets); Ernesto Claeyssen (Commercial Litigation and Disputes); Eric Wolf and Amanda Casanueva (Employee Benefits and Executive Compensation); Maureen Crough (Environmental); Jen Fernandez and Carys Golesworthy (Global Arbitration, Trade and Advocacy); Steven Rutkovsky (Global Finance); Eric Hoffman (Labor, Employment and Immigration); Ash Nagdev (Privacy and Cybersecurity); Christian Brause, Eric Grosshandler, and Joel Lifshitz (Tax); Julia Chester (Technology and Life Sciences); and Craig Francis Dukin (White Collar Defense and Investigations).

Feb 29

2 min