Court approves Voyager entering into asset purchase agreement with FTX US

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What did the Court approve?

In a multi-step process, the Court approved Voyager’s entry into the asset purchase agreement between FTX US and Voyager. The FTX US offering, valued at approximately $1.422 billion, includes (i) the fair market value of all Voyager cryptocurrencies at a future date to be determined prior to the close of the sale, which at current market prices as of September 26, is estimated at $1.311 billion, plus (ii) additional consideration which is expected to provide approximately $111 million of additional value to creditors. Voyager’s claims against Three Arrows Capital will remain with the bankruptcy estate and any recovery under the 3AC claims will be available for further distribution to Voyager’s creditors.

What are the next steps?

Following approval of its entry into the deal, Voyager will move forward with a customer vote on the broader plan, whereby the sale to FTX US will be implemented. The deadline to vote on the plan is Nov. 29. Because we believe the plan, including the sale to FTX US, maximizes recoveries for Voyager’s creditors, we urge all customers and creditors to vote in favor of the plan.

How to vote?

In the coming days, our claims agent Stretto will be sending solicitation packages to all creditors eligible to vote on the plan, including customers. The solicitation package includes voting instructions and the approved statement, which provides further details of the plan. We encourage you to read the entire solicitation package before submitting your ballot, whether you vote online or by mail.

For your vote to be counted, you must return your ballot to Stretto by the voting deadline of the November 29 at 4 p.m. Eastern time in effect. Only ballots actually received by the November 29 deadline will be accepted.

Why should I vote to ACCEPT the plan?

Voyager and its affiliated obligors believe that the sale to FTX US is in the best interest of all parties involved and, ultimately, is the best possible – and only actionable – transaction available. As such, Voyager and its affiliate debtors urge you to submit your ballot correctly and in a timely manner, by the November 29 deadline, with a vote to ACCEPT the plan.

What value will be returned to me?

Under the plan, the purchase price of Voyager cryptocurrency by FTX US, other than for VGX, will be determined based on a 20-day historical average at some future time. Because of this, the prorated value that each customer receives will be affected by the price of Voyager’s cryptocurrency wallet during the 20-day benchmark period, which has yet to be set.

Value can be returned to clients via a combination of in-kind crypto, USDC, and US dollars, depending on the nature of a client’s claims, if and when clients switch to FTX US, and the specific coins supported on the FTX US platform. Only customers who upgrade to FTX US will be eligible to receive cryptocurrency as part of their plan distribution. Clients who do not switch to FTX US will receive their cash distributions from Voyager’s bankruptcy assets. FTX US currently supports tokens that represent approximately 77% of cryptocurrency-denominated claims and is looking to add additional tokens to increase this percentage.

FTX US does not currently support the VGX token. FTX US offered to purchase all VGX held by Voyager and its affiliates for a purchase price of $10 million. This is the floor price for VGX. Voyager will continue to work internally and with third parties to identify a superior and better solution for VGX that is also compatible with the FTX US Asset Purchase Agreement. Any such alternative solution, to be acceptable, must offer a value greater than $10 million. If Voyager is unable to identify a higher and better solution for VGX, it will accept FTX US’s offer and this $10 million will be added to the purchase price of all other Voyager cryptocurrencies. , for distribution to customers. VGX may lose value and may have no value after plan consumption. VGX constitutes a small fraction of the total value that should be returned to customers.

To help you understand the value you can receive from selling to FTX US, an illustrative distribution spreadsheet is available at: https://cases.stretto.com/Voyager/.

You can enter the number and type of coins in your account using this spreadsheet, and it will calculate an estimated distribution as if the Voyager wallet had been sold on September 29, 2022, adjusted for pool size total claims against Voyager and associates upheld.

The U.S. Bankruptcy Code requires that all creditors in the same class receive “equal treatment” so that the value is equitably distributed among all customers (i.e., no customer can be more likely to recover his debt than another customer).

Additionally, on the 30-day anniversary of the shutdown, clients who switched to FTX US will also see an additional $50 deposited to their FTX US account if they executed a cryptocurrency trade on the FTX platform. US, regardless of Trade size. This first transaction will not be subject to any transaction fees.

Why was the FTX US offer selected?

After several rounds of bidding in a highly competitive bidding process that lasted two weeks, with the active participation of the Official Unsecured Creditors Committee (UCC), the FTX US bid was selected as the highest bid and the best for our assets. FTX US’s offering, which is significantly better for customers than its original offering, was chosen because it maximizes the value returned to you in the shortest possible time. Ultimately, the deal reached with FTX US following the auction contains up to $96 million more for customers than FTX US’s original offer.

Does the UCC support the FTX US offer?

Yes. UCC actively participated in the competitive auction and supports the winning bid from FTX US, and agrees that the plan needs to be confirmed to ensure that customers receive the distributions in large quantities and as quickly as possible.

What happens after the voting period ends?

We expect the bankruptcy court to confirm the plan from the start until mid-December. At this point, Voyager and FTX US will move forward with closing the sale and begin the process of returning value to customers through their FTX US accounts, and more information will be provided on the steps to open. your FTX US account.

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