Voyager tells court Binance acquisition plan is ‘sound business judgment,’ urgently needed

Bankrupt crypto brokerage Voyager Digital filed documents in a United States court on Jan. 8 in response to objections raised to the Binance.US proposal to buy out its debt. Voyager announced it had approved the offer on Dec. 19. The Securities and Exchange Commission, four states, the U.S. trustee and Alameda Research filed objections to it.

Voyager stated in one document that objections to the Binance.US offer “fail to put forward any factual or legal support” in their arguments, while Binance.US offered creditors higher recovery rates than other proposals and expeditious recovery.

Voyager’s decision to accept the Binance.US plan was an exercise of sound business judgment, it argued. The “business judgment rule” is a legal doctrine that describes how courts should respect the decisions of a company’s executives. The document states:

“The Objections ignore the practical realities of these chapter 11 cases and fail to identify any transaction that provides a better outcome for the Debtors’ creditors. There is none. And time is of the essence in these chapter 11 cases.”

Voyager also pointed out that the agreement preserved its “’fiduciary out’ should a higher or better alternative transaction be proposed.”

Objections from the U.S. trustee and the states of Vermont, New York, Texas and Hawaii were dismissed in the document as “premature.”

A second, longer reply, dated Jan. 8, detailed the purported adequacy of the information provided in the Binance.US plan and argued in detail that other objections are premature and, in the case of Alameda Research, frivolous.

The SEC had filed a limited objection to the Binance.US plan on Jan. 4, claiming the plan was insufficiently detailed. Alameda claimed the plan did not respect its loan facility claims, which Voyager said it only entered into the loan agreement “based on AlamedaFTX’s fraudulent and false representations.” Voyager entered into a $500 million loan agreement with Alameda to help it cover losses it experienced after the failure of the crypto venture capital firm Three Arrows Capital.

The @binance offer to buy @investvoyager for $1.02B makes no sense, unless they’re not planning to make users whole.
$1B of is owed to Voyager customers.
Let’s GENEROUSLY assume that Binance keeps 1M of the 3.5M Voyager users.
$1000 per user is ridiculous.
What’s CZ’s angle?
— Cory Swan.com #Bitcoin WORKS (@coryklippsten) January 9, 2023

Voyager filed for Chapter 11 bankruptcy on July 5. According to the shorter court filing on Jan. 8, Voyager entered into discussions with 96 third parties interested in its business.

FTX US won the auction for Voyager assets in September. The bidding process was renewed after FTX’s bankruptcy, leading to offers from CrossTower, INX and others.