Voyager and Binance.US deal given initial nod amid national security probe

The deal has received initial approval from the bankruptcy judge but will require the approval of creditors and final court approval.

Bankrupt crypto lender Voyager Digital received initial court approval for its proposal to sell its assets to Binance.US for $1.02 billion.

The approval comes amid a national security probe concerning Binance.US that Voyager is seeking to speed up.

On Jan. 10, Judge Michael Wiles in the United States Bankruptcy Court for the Southern District of New York allowed Voyager to enter into the asset purchase agreement and seek creditor approval, but the sale will not become final until a future court hearing, according to a Jan. 11 Reuters report.

It comes as Voyager wants to expedite a review of its proposal to sell assets to Binance.US which could result in the deal being blocked or delayed.

Voyager’s attorney Joshua Sussberg noted during the court hearing that Voyager has been responding to questions from the Committee on Foreign Investment in the United States (CFIUS) and will address any concerns that CFIUS has which could see it oppose the transaction.

“We are coordinating with Binance and their attorneys to not only deal with that inquiry, but to voluntarily submit an application to move this process along,” Sussberg said.

CFIUS is an inter-agency body that reviews foreign investments or acquisitions of U.S. companies for national security concerns.

If it determines that national security concerns regarding the deal are justified CFIUS can block or unwind the transaction or tell involved parties to alter the deal to mitigate concerns.

CFIUS filed a court notice on Dec. 30 indicating “one or more transactions contemplated” by Voyager could be subject to a review, resulting in possible blocks or delays.

Binance’s global entity is reportedly being probed by the U.S. attorney’s office over money laundering allegations, but its CEO, Changpeng “CZ” Zhao, has stated Binance.US is a “fully independent entity” headquartered in California.

Zhao is a Chinese-born Canadian citizen and CFIUS is authorized to review any transactions which could result in foreign control of a U.S. business or which affords a foreign person an equity interest.

The Voyager Official Committee of Unsecured Creditors — a body representing creditors with no security interests in Voyager — supported the transaction in its current form noting the deal would result in greater recoveries for creditors than if Voyager liquidated its holdings itself — which is what would occur if CFIUS blocks the transaction.

6/ This change, along with other agreed-upon terms reflected in the Amended APA (link below), has made the UCC comfortable with the transaction and garnered the UCC’s support.

— Voyager Official Committee of Unsecured Creditors (@VoyagerUCC) January 10, 2023

Previously, objections to the acquisition proposal from Alameda Research, the Securities and Exchange Commission (SEC), four U.S. states and the U.S. trustee were rebutted by the bankrupt lender on Jan. 8.

It claimed the transaction is in the best interest of its creditors and the objections “fail to put forward any factual or legal support” for its arguments.

Voyager announced on Dec. 19 it had agreed to Binance.US’s bid to acquire its assets in the $1.022 billion deal after the previous $1.4 billion deal with FTX.US fell through following the bankruptcy of the crypto exchange.