Bankrupt Voyager Digital’s search for a buyer — notes from the first committee town hall

If you are interested in Voyager Digital’s Chapter 11 proceedings, the official creditors’ committee town hall held on August 11 is a good one to watch. [YouTube, presentation]

The session was put on by committee lawyers Darren Azman, Chuck Gibbs, and Gregg Steinman; the committee’s financial advisor Michael Cordasco; and Jason Raznick, CEO of trading news site Benzinga, who is the chair of the creditors’ committee. 

Azman and Gibbs, both partners at McDermott Will & Emery, did most of the talking. 

The group outlined the bankruptcy process and offered a (very aggressive, perhaps overly optimistic) timeline for how things could pan out. What follows are a few notes I pulled from the meeting. Read through the entire creditor presentation for more. 

Seeking bids for a buyout

Voyager is soliciting bids from companies to acquire its assets. The creditors’ committee is actively involved in the process. A lot of conversations are happening behind the scenes. Formal bids are due on August 26; an auction will occur on August 29.

Sam Bankman-Fried’s FTX offered a bid earlier, but the creditors’ committee pooh-poohed the bid. 

“I can tell you that FTX is not the only interested party. The company has received several indications of interest,” said Azman. He added that FTX’s offer was the lowest bid.

By the end of August, he said they should have a good idea of who the winning bidder is and the terms of the sale. 

Bankman-Fried’s FTX and Alameda Research have deep ties to Voyager and its bankruptcy wipeout, stretching back to mid-2021. In the Voyager bankruptcy, Alameda is a borrower, a lender, and a shareholder, so I expect FTX is going to have the strongest interest in purchasing Voyager.

A plan of reorganization

The conclusion of Chapter 11 ends with the confirmation of a plan, which could result in a reorganization — or a liquidation. Voyager has 120 days to come up with a plan, and creditors get to vote on whether to accept a plan.   

But before Voyager can put forth a plan for a vote, the company has to file a written disclosure statement, which the court then has to approve.

The disclosure statement is similar to a securities prospectus. It will contain detailed information about the debtor’s financial affairs, how it got into the mess in the first place, a description of its assets, and a description of claims and liabilities and how those claims will be handled. 

The disclosure statement will have a plan of reorganization attached to it, but the two are separate documents.

After Voyager files its disclosure statement, the court will hold a hearing to decide if the statement has adequate information. The plan must be feasible, meaning that after the plan is confirmed, it will not be followed by a plan to liquidate the company under Chapter 7. 

McDermott Will & Emery expect confirmation of a plan by the end of October and distribution of funds sometime in November. 

This is extremely optimistic! Large bankruptcy proceedings generally take years. In the case of QuadrigaCX, which went dark in early 2019, the creditors are still waiting for disbursement as everything is tied up with the Canada Revenue Agency, which insisted on doing its own audit. Similarly, Mt Gox fell apart in early 2014, and its creditors are also still waiting for their money. 

Voyager’s financials 

As of June 30, Voyager has total assets worth USD $1.26 billion:

  • Operating cash: $140 million  
  • Loan portfolio: $470 million 
  • Various crypto holdings: $655 million  

It has total claims so far of $1.8 billion, leaving a hole in its balance sheet of $550 million. 

These numbers do not include the $270 million in cash held in Metropolitan Commercial Bank’s FBO accounts. The numbers also don’t include the $650 million loan to Three Arrows Capital, which 3AC defaulted on. 

Voyager will need to dip into its operating cash to pay its employees and cover benefits and severance pay. Also, bankruptcies are expensive. As David Gerard and I mentioned in a recent crypto crash update, administrative costs could easily end up being $100 million or more. 

(You can read more about Voyager’s mess here.)

A possible interim distribution? 

The creditors’ committee is pursuing an interim distribution. This is rare and unusual, the lawyers explained in the town hall, and only Voyager can put the motion in front of the judge. 

Azman: “We have had productive conversations with Voyager about making an interim distribution and ultimately we are hopeful they will do so.” 

He says there is no guarantee that it will happen or that it will happen any faster than the plan approval.

I seriously doubt that it will happen at all, but we’ll see. 

Insider investigations

Before Voyager filed for bankruptcy, it formed a special committee of certain directors, Azman explained. Part of the special committee’s mandate is to investigate certain actions of insiders (directors and affiliates of Voyager) “with a particular focus on the loan that Voyager made to Three Arrows Capital.”

The special committee retained a separate law firm to handle the investigation. Ultimately, the special committee will produce a report that presents their views on whether insiders are liable for any wrongdoing. 

“It should not surprise any of you to hear that we, the creditors’ committee, believe preliminarily that there are a number of people and companies that may be liable for wrongdoing and should and will be held accountable,” said Azman. “Thus we are conducting our own investigation of insiders and their potential wrongdoing.” 

If the Voyager special committee concludes there are no claims against insiders then Voyager will seek to release those insiders from all liability under their Chapter 11 claim, he warned.

Azman went on to explain that if Voyager succeeds in doing that, the creditors’ committee will not be able to pursue claims that the company has against those insiders. 

“If the creditors’ committee disagrees with the special committee’s conclusions, we will recommend to creditors that they vote to reject any plan that attempts to release insiders so that they do not receive releases. And second, we will reject the confirmation of the plan on the grounds that the releases are improper.” 

Azman and Gibbs say they’ll be putting on more town halls in the near future to keep Voyager creditors updated on the case. 

Claims are due October 3 and McDermott Will & Emery are posting key documents on their website.

If you like my work, consider supporting my writing by subscribing to my Patreon account for as little as $5 a month. 

Source