Voyager Digital Assets Inc., together with two of its associates, filed chapter petitions within the Southern District of New York on July 5, 2022. The submitting is critical—it adopted months of an excessive downturn within the cryptocurrency sector which led to the collapse of Three Arrows Capital, a Singaporean cryptocurrency hedge fund (that borrowed $350 million and 15,250 Bitcoins from Voyager). Whereas “crypto” is a newcomer to the USA chapter system, the acquainted contours of insolvency regulation can be at play within the Voyager chapter with many new questions but to be answered.
Cryptocurrency
Cryptocurrency is a digital technique of storing worth using “blockchain” know-how. In essence, cryptocurrencies are information of transactions which have taken place on a string of pc code generally known as the blockchain. Every crypto “coin” is a portion of blockchain signifying a verified transaction. The inventor of bitcoin outlined it as “a series of digital signatures. Every proprietor transfers bitcoin to the subsequent by digitally signing a hash of the earlier transaction and the general public key of the subsequent proprietor and including these to the tip of the coin. A payee can confirm the signatures to confirm the chain of possession.”1 And, whereas each bitcoin transaction is publicly viewable, the events to the transaction can stay nameless. Numerous types of cryptocurrency, from Bitcoin to Etherum to Solana, are broadly accessible on many platforms. Nonetheless, the Voyager chapter seems to be largely the results of contagion from a particular “stablecoin” that was (in principle) backed by—or “pegged to”—precise forex.
Voyager Digital’s Enterprise Mannequin
At first blush, Voyager’s enterprise was typical of many monetary companies corporations, offering its prospects (i) brokerage companies, (ii) custodial companies, and (iii) lending companies. On the time of submitting, Voyager Digital boasted over 3.5 million prospects.
Voyager’s brokerage companies supplied its prospects a platform to facilitate cryptocurrency buying and selling throughout quite a lot of cryptocurrency exchanges. Very like a conventional buying and selling desk, Voyager served as an middleman between patrons and sellers of cryptocurrency on quite a lot of crypto markets or exchanges.
Voyager’s custodial companies permitted prospects to “deposit” cryptocurrency onto the Voyager platform, and, in return, earn curiosity on the deposit. The type of curiosity was primarily paid both in (i) PIK curiosity, i.e. curiosity paid within the type of bitcoin deposited, (ii) Voyager’s personal cryptocurrency which supplied extra account enhancements, or (iii) a “staked” worth on the time of deposit which might be accessible solely after a hard and fast time period.
Voyager’s lending companies permitted prospects to “borrow” bitcoin (deposited by prospects) at pre-negotiated rate of interest. The repaid curiosity was then used to pay, amongst different issues, the curiosity to prospects that deposited bitcoin onto Voyager’s platform.
The “Cryptopocalypse”
The months main as much as the Voyager chapter have been marked by a groundswell of financial decline within the cryptocurrency trade, fittingly dubbed the “Cryptopocalypse.” From November 2021 to June 2022, the market worth of cryptocurrencies fell from $2.9 trillion to $1 trillion. Consequently, two main gamers within the crypto sphere (and key gamers in Voyager’s enterprise)—Terraform Labs and Three Arrows Capital—collapsed.
Terraform Labs issued Luna, a conventional cryptocurrency that recorded transactions on the Terra blockchain. Terraform Labs additionally developed TerraUSD, a stablecoin that, in principle, was pegged to the worth of the U.S. Greenback and thus traditionally traded on Terra at $1.00. The worth of TerraUSD was the usual for valuing Luna crypto cash—when a TerraUSD coin was minted, a corresponding Luna coin was additionally minted. Thus, customers on the Terra blockchain would reinforce the value of Luna cash by minting and buying and selling TerraUSD and Luna cash. If the worth of both TerraUSD or Luna cash fell beneath $1.00, Terra blockchain customers would change the cash for $1.00 price of the choice.
In Might 2022, over $2 billion price of TerraUSD was bought, inflicting a common panic amongst customers of the Terra blockchain. Consequently, TerraUSD’s buying and selling value plummeted to $0.15, versus $1.00. Luna suffered a worse destiny, buying and selling beneath $0.01.
Three Arrows Capital, a Singaporean crypto hedge fund, was closely entrenched within the Luna crypto coin, with over $200 million invested in Luna cash. Because of the Cryptopocalypse, the worth of the fund’s Luna holdings evaporated, main the agency to provoke liquidation proceedings within the British Virgin Islands on June 27, 2022. Up to now, the estimated worth of Three Arrows Capital is lower than $5 million; a major drawback for Voyager, which had loaned $350 million and 15,250 Bitcoins (for a complete mortgage valued at greater than $650 million) to Three Arrows Capital.
The Bankruptcy
The destructive influence of the Three Arrow Capital liquidation continuing was virtually quick for Voyager. Within the later a part of June 2022, the corporate started to have interaction in a advertising course of to both promote all of its property or increase capital. On June 23, 2022, Voyager was pressured to restrict the withdrawals from its platform from $25,000 to $10,000. Then, on July 1, 2022, the corporate suspended all buying and selling, deposits, and withdrawals. In its press launch asserting the halt, Voyager introduced that it held $658 million in property, $355 million in buyer money, and $168 million in cryptocurrency.
Only one week previous to the chapter, on June 22, 2022, Voyager, in an try to seek out stabilizing liquidity, entered right into a $500 million revolving credit score facility with Alameda Ventures Ltd., comprised of $200 million money and 15,000 Bitcoins.
On July 5, Voyager initiated (i) a chapter 11 continuing and (ii) a chapter 15 continuing for its Canadian affiliate within the chapter courtroom for the Southern District of New York.
The corporate introduced that it will be embarking upon a “dual-track” restructuring course of—which is able to lead to both (x) a sale of the corporate or (y) the issuance of fairness within the reorganized firm to its prospects. Voyager expects to fund a plan of reorganization with “(a) money, (b) Cash, (c) Voyager Tokens, (d) the Three Arrows Capital Restoration, and (e) New Widespread Inventory.” Basically, this “placeholder” plan is not more than a abstract of the standard choices accessible to any entity in chapter.
Issues
In lots of respects, the Voyager chapter is charting the well-worn path of chapter 11 reorganization utilizing the assorted instruments within the restructuring toolbox (i.e., the automated keep, a possible debt for fairness swap, a possible free and clear sale). Many routine chapter points are readily evident early on in these instances: (a) whether or not and to what extent there may be choice publicity for withdrawals made within the 90 days main as much as chapter; (b) whether or not and to what extent are there claims in opposition to firm management arising out of Voyager’s prepetition transactions; and (c) whether or not and to what extent prospects are secured to the extent that they deposited cryptocurrencies onto Voyager’s platform.
Nonetheless, Voyager’s main enterprise—cryptocurrency—and the contagion within the crypto world charts unfamiliar territory that has baffled buyers, regulators, and lay individuals since cryptocurrency’s entry into the general public sphere. Given the unstable nature of cryptocurrency, this chapter is prone to set precedent with respect to valuing digital property, associated claims, and the power to substantiate a plan with cryptocurrency as a method for implementation. Because the debtors embark upon confirming a plan, novel points round figuring out and noticing Voyager’s creditor constituencies, the adequacy of the corporate’s disclosure of its reorganization plan, and a myriad of different points will unfold.2 And, because the Bankruptcy Courtroom queried on the “first day listening to”, whether or not crypto held by the debtor actually constitutes “property of the property” will finally decide the trajectory of the chapter and Voyager’s prospects for profitable reorganization.
FOOTNOTES
1 Satoshi Nakamoto, Bitcoin: A Peer-to-Peer Digital Money System, accessible at https://www.bitcoin.com/bitcoin.pdf.
2 As of the date of this publication, one other crypto lending agency, Celsius Community. filed for chapter 11 aid within the chapter courtroom for the Southern District of New York. Celsius Community is represented by the identical attorneys as Voyager.
©1994-2022 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. All Rights Reserved.Nationwide Regulation Assessment, Quantity XII, Quantity 199
