Voluntary Petition for Non-Individuals Filing for Bankruptcy — No. 22-10943 (Doc. 1, Bankr. S.D.N.Y.)
Summary
Voyager Digital Holdings, Inc. filed this voluntary petition under Chapter 11 in the United States Bankruptcy Court for the Southern District of New York on 07/05/22, Case No. 22-10943. The petition, signed by Chief Executive Officer Stephen Ehrlich, checks estimated assets and estimated liabilities of $1,000,000,001-$10 billion each and more than 100,000 creditors, and says funds will be available for distribution to unsecured creditors. Rider 1 lists affiliated debtors Voyager Digital, LLC and Voyager Digital Ltd., the Canadian parent that holds 100% of the company's equity. Attached resolutions signed by David Brosgol authorize the filings for the three companies.
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Fill in this information to identify the case:
United States Bankruptcy Court for the:
Southern District of New York
(State) ☐ Check if this is an
Case number (if known): Chapter 11 amended filing
Official Form 201
Voluntary Petition for Non-Individuals Filing for Bankruptcy 06/22
If more space is needed, attach a separate sheet to this form. On the top of any additional pages, write the debtor’s name and the case
number (if known). For more information, a separate document, Instructions for Bankruptcy Forms for Non-Individuals, is available.
1. Debtor’s Name Voyager Digital Holdings, Inc.
2. All other names debtor used
in the last 8 years
Include any assumed names,
trade names, and doing
business as names
3. Debtor’s federal Employer
Identification Number (EIN) 8 2 – 3 9 9 7 6 8 7
4. Debtor’s address Principal place of business Mailing address, if different from principal place
of business
33 Irving Place, 3rd Floor
Number Street Number Street
P.O. Box
New York NY 10003
City State Zip Code City State Zip Code
Location of principal assets, if different from
principal place of business
New York
County Number Street
City State Zip Code
5. Debtor’s website (URL) https://www.investvoyager.com
Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 1
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Debtor Voyager Digital Holdings, Inc. Case number (if known)
Name
6. Type of debtor ☒ Corporation (including Limited Liability Company (LLC) and Limited Liability Partnership (LLP))
☐ Partnership (excluding LLP)
☐ Other. Specify:
A. Check One:
7. Describe debtor’s business
☐ Health Care Business (as defined in 11 U.S.C. § 101(27A))
☐ Single Asset Real Estate (as defined in 11 U.S.C. § 101(51B))
☐ Railroad (as defined in 11 U.S.C. § 101(44))
☐ Stockbroker (as defined in 11 U.S.C. § 101(53A))
☐ Commodity Broker (as defined in 11 U.S.C. § 101(6))
☐ Clearing Bank (as defined in 11 U.S.C. § 781(3))
☒ None of the above
B. Check all that apply:
☐ Tax-exempt entity (as described in 26 U.S.C. § 501)
☐ Investment company, including hedge fund or pooled investment vehicle (as defined in 15 U.S.C.
§ 80a-3)
☐ Investment advisor (as defined in 15 U.S.C. § 80b-2(a)(11))
C. NAICS (North American Industry Classification System) 4-digit code that best describes debtor. See
http://www.uscourts.gov/four-digit-national-association-naics-codes.
5239
8. Under which chapter of the Check One:
Bankruptcy Code is the
debtor filing? ☐ Chapter 7
☐ Chapter 9
☒ Chapter 11. Check all that apply:
A debtor who is a “small business ☐ The debtor is a small business debtor as defined in 11 U.S.C. § 101(51D), and its
debtor” must check the first sub- aggregate noncontingent liquidated debts (excluding debts owed to insiders or
box. A debtor as defined in affiliates) are less than $3,024,725. If this sub-box is selected, attach the most recent
§ 1182(1) who elects to proceed balance sheet, statement of operations, cash-flow statement, and federal income tax
under subchapter V of chapter 11 return or if any of these documents do not exist, follow the procedure in
(whether or not the debtor is a 11 U.S.C. § 1116(1)(B).
“small business debtor”) must
check the second sub-box. ☐ The debtor is a debtor as defined in 11 U.S.C. § 1182(1), its aggregate noncontingent
liquidated debts (excluding debts owed to insiders or affiliates) are less than $7,500,000,
and it chooses to proceed under Subchapter V of Chapter 11. If this sub-box is
selected, attach the most recent balance sheet, statement of operations, cash-flow
statement, and federal income tax return or if any of these documents do not exist,
follow the procedure in 11 U.S.C. § 1116(1)(B).
☒ A plan is being filed with this petition.
☐ Acceptances of the plan were solicited prepetition from one or more classes of
creditors, in accordance with 11 U.S.C. § 1126(b).
☐ The debtor is required to file periodic reports (for example, 10K and 10Q) with the
Securities and Exchange Commission according to § 13 or 15(d) of the Securities
Exchange Act of 1934. File the Attachment to Voluntary Petition for Non-Individuals
Filing for Bankruptcy under Chapter 11 (Official Form 201A) with this form.
☐ The debtor is a shell company as defined in the Securities Exchange Act of 1934 Rule
12b-2.
☐ Chapter 12
Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 2
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Debtor Voyager Digital Holdings, Inc. Case number (if known)
Name
9. Were prior bankruptcy cases ☒ No District When Case number
filed by or against the debtor ☐ Yes. MM / DD /YYYY
within the last 8 years? District When Case number
MM / DD / YYYY
If more than 2 cases, attach a
separate list
10. Are any bankruptcy cases ☐ No
☒ Yes. Relationship Affiliate
pending or being filed by a Debtor See Rider 1
business partner or an
affiliate of the debtor?
District Southern District of New York
When 07/05/2022
List all cases. If more than 1,
MM / DD / YYYY
attach a separate list.
Case number, if known
11. Why is the case filed in this Check all that apply:
district?
☒ Debtor has had its domicile, principal place of business, or principal assets in this district for 180 days
immediately preceding the date of this petition or for a longer part of such 180 days than in any other
district.
☐ A bankruptcy case concerning debtor’s affiliate, general partner, or partnership is pending in this district.
12. Does the debtor own or have ☒ No
possession of any real ☐ Yes. Answer below for each property that needs immediate attention. Attach additional sheets if needed.
property or personal property
that needs immediate Why does the property need immediate attention? (Check all that apply.)
attention?
☐ It poses or is alleged to pose a threat of imminent and identifiable hazard to public health or
safety.
What is the hazard? __________________________________________________________
☐ It needs to be physically secured or protected from the weather.
☐ It includes perishable goods or assets that could quickly deteriorate or lose value without
attention (for example, livestock, seasonal goods, meat, dairy, produce, or securities-related
assets or other options).
☐ Other
Where is the property?
Number Street
City State Zip Code
Is the property insured?
☐ No
☐ Yes. Insurance agency
Contact name
Phone
Statistical and administrative information
Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 3
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Debtor Voyager Digital Holdings, Inc. Case number (if known)
Name
13. Debtor’s estimation of Check one:
available funds
☒ Funds will be available for distribution to unsecured creditors.
☐ After any administrative expenses are paid, no funds will be available for distribution to unsecured creditors.
14. Estimated number of ☐ 1-49 ☐ 1,000-5,000 ☐ 25,001-50,000
creditors1 ☐ 50-99 ☐ 5,001-10,000 ☐ 50,001-100,000
☐ 100-199 ☐ 10,001-25,000 ☒ More than 100,000
☐ 200-999
15. Estimated assets ☐ $0-$50,000 ☐ $1,000,001-$10 million ☐ $500,000,001-$1 billion
☐ $50,001-$100,000 ☐ $10,000,001-$50 million ☒ $1,000,000,001-$10 billion
☐ $100,001-$500,000 ☐ $50,000,001-$100 million ☐ $10,000,000,001-$50 billion
☐ $500,001-$1 million ☐ $100,000,001-$500 million ☐ More than $50 billion
16. Estimated liabilities ☐ $0-$50,000 ☐ $1,000,001-$10 million ☐ $500,000,001-$1 billion
☐ $50,001-$100,000 ☐ $10,000,001-$50 million ☒ $1,000,000,001-$10 billion
☐ $100,001-$500,000 ☐ $50,000,001-$100 million ☐ $10,000,000,001-$50 billion
☐ $500,001-$1 million ☐ $100,000,001-$500 million ☐ More than $50 billion
Request for Relief, Declaration, and Signatures
WARNING -- Bankruptcy fraud is a serious crime. Making a false statement in connection with a bankruptcy case can result in fines up to
$500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571.
17. Declaration and signature of The debtor requests relief in accordance with the chapter of title 11, United States Code, specified in this
authorized representative of petition.
debtor
I have been authorized to file this petition on behalf of the debtor.
I have examined the information in this petition and have a reasonable belief that the information is true and
correct.
I declare under penalty of perjury that the foregoing is true and correct.
Executed on 07/05/2022
MM/ DD / YYYY
/s/ Stephen Ehrlich Stephen Ehrlich
Signature of authorized representative of debtor Printed name
Title Chief Executive Officer
1 The estimated number of creditors and estimated amounts of assets and liabilities are being listed on a consolidated basis for all Debtor affiliates
listed on Rider 1, attached hereto.
Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 4
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Debtor Voyager Digital Holdings, Inc. Case number (if known)
Name
18. Signature of attorney /s/ Joshua A. Sussberg Date 07/05/2022
Signature of attorney for debtor MM/ DD/YYYY
Joshua A. Sussberg
Printed name
Kirkland & Ellis LLP
Firm name
601 Lexington Avenue
Number Street
New York NY 10022
City State ZIP Code
(212) 446-4800 joshua.sussberg@kirkland.com
Contact phone Email address
4216453 NY
Bar number State
Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 5
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Fill in this information to identify the case:
United States Bankruptcy Court for the:
Southern District of New York
(State) ☐ Check if this is an
Case number (if known): Chapter 11 amended filing
Rider 1
Pending Bankruptcy Cases Filed by the Debtor and Affiliates of the Debtor
On the date hereof, each of the entities listed below (collectively, the “Debtors”) filed a petition in the United States
Bankruptcy Court for the Southern District of New York for relief under chapter 11 of title 11 of the United States Code.
The Debtors have moved for joint administration of these cases under the case number assigned to the chapter 11 case of
Voyager Digital Holdings, Inc.
Voyager Digital Holdings, Inc.
Voyager Digital, LLC
Voyager Digital Ltd.
Rider 1
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UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
)
In re: ) Chapter 11
)
VOYAGER DIGITAL HOLDINGS, INC. ) Case No. 22-[#####] [(___)]
)
Debtor. )
)
LIST OF EQUITY SECURITY HOLDERS1
Debtor Equity Holders Address of Equity Holder Percentage of
Equity Held
333 Bay Street, Suite 2400
Voyager Digital
Voyager Digital Ltd. Toronto, Ontario M5H 2R2, 100%
Holdings, Inc.
Canada
1 This list serves as the disclosure required to be made by the debtor pursuant to rule 1007 of the Federal Rules of
Bankruptcy Procedure. All equity positions listed are as of the date of commencement of the chapter 11 case.
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UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
)
In re: ) Chapter 11
)
VOYAGER DIGITAL HOLDINGS, INC. ) Case No. 22-[#####] [(___)]
)
Debtor. )
)
CORPORATE OWNERSHIP STATEMENT
Pursuant to rules 1007(a)(1) and 7007.1 of the Federal Rules of Bankruptcy Procedure, the
following are corporations, other than a government unit, that directly or indirectly own 10% or
more of any class of the debtor’s equity interests:
Shareholder Approximate Percentage of Shares Held
Voyager Digital Ltd. 100%
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Fill in this information to identify the case:
Debtor Name: Voyager Digital Holdings, Inc., et al.
Check if this is an amended filing
United States Bankruptcy Court for the: Southern District of New York
Case number (if known): __________________________
Fill in this information to identify the case:
Official Form 204
Chapter 11 or Chapter 9 Cases: Amended List of Creditors Who Have the 50 Largest Unsecured Claims and Are Not InsidersA 12/15
A list of creditors holding the 50 largest unsecured claims must be filed in a Chapter 11 or Chapter 9 case. Include claims which the
debtor disputes. Do not include claims by any person or entity who is an insider, as defined in 11 U.S.C. § 101(31). Also, do not
include claims by secured creditors, unless the unsecured claim resulting from inadequate collateral value places the creditor
among the holders of the 50 largest unsecured claims.
Name of creditor and Name, telephone number Nature of Indicate if Amount of claim
complete mailing address, and email address of claim claim is If the claim is fully unsecured, fill in only
(for example, unsecured claim amount. If claim is
including zip code and last creditor contact contingent,
trade debts, partially secured, fill in total claim amount
6 digits of customer user ID unliquidated,
bank loans, and deduction for value of collateral or
or disputed
professional setoff to calculate unsecured claim.
services, and
Total Deduction Unsecured
government
claim, if for value of claim
contracts)
partially collateral or
secured setoff
Alameda Research Ltd.
Tortola Pier Park, Building 1, Second
Floor
1 Wickhams Cay I, Road Town, Tortola,
British Virgin Islands
Alameda Research Ventures Ltd.
2000 Center Street, 4th Floor, Unsecured Loan
Berkeley, CA 94704 Alameda Research Ltd. Party $75,000,000.00
2
On file On file Customer $9,771,026.39
3
On file On file Customer $7,875,569.88
A On a consolidated basis. The information herein shall not constitute an admission of liability by, nor is it binding on, any Debtors with respect to all or any portion of the claims
listed below. Moreover, nothing herein shall affect any Debtor’s right to challenge the amount or characterization of any claim at a later date.
Official Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 50 Largest Unsecured Claims
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Debtor Frontier Communications Corporation, et al. Case number (if known) ____________
Name
Name of creditor and Name, telephone number Nature of Indicate if Amount of claim
complete mailing address, and email address of claim claim is If the claim is fully unsecured, fill in only
(for example, unsecured claim amount. If claim is
including zip code and last creditor contact contingent,
trade debts, partially secured, fill in total claim amount
6 digits of customer user ID unliquidated,
bank loans, and deduction for value of collateral or
or disputed
professional setoff to calculate unsecured claim.
services, and
government
contracts)
4
On file On file Customer $5,133,077.33
5
On file On file Customer $3,327,083.25
6
On file On file Customer $3,316,285.83
7
On file On file Customer $3,084,416.32
8
On file On file Customer $2,930,770.56
9
On file On file Customer $2,899,546.46
10
On file On file Customer $2,699,537.41
11
On file On file Customer $2,584,297.56
Official Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 50 Largest Unsecured Claims
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Debtor Frontier Communications Corporation, et al. Case number (if known) ____________
Name
Name of creditor and Name, telephone number Nature of Indicate if Amount of claim
complete mailing address, and email address of claim claim is If the claim is fully unsecured, fill in only
(for example, unsecured claim amount. If claim is
including zip code and last creditor contact contingent,
trade debts, partially secured, fill in total claim amount
6 digits of customer user ID unliquidated,
bank loans, and deduction for value of collateral or
or disputed
professional setoff to calculate unsecured claim.
services, and
government
contracts)
12
On file On file Customer $2,472,855.31
13
On file On file Customer $2,466,916.67
14
On file On file Customer $2,405,985.41
15
On file On file Customer $2,163,490.52
16
On file On file Customer $2,048,781.58
17
On file On file Customer $1,999,936.23
18
On file On file Customer $1,936,370.03
19
On file On file Customer $1,855,378.84
Official Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 50 Largest Unsecured Claims
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Debtor Frontier Communications Corporation, et al. Case number (if known) ____________
Name
Name of creditor and Name, telephone number Nature of Indicate if Amount of claim
complete mailing address, and email address of claim claim is If the claim is fully unsecured, fill in only
(for example, unsecured claim amount. If claim is
including zip code and last creditor contact contingent,
trade debts, partially secured, fill in total claim amount
6 digits of customer user ID unliquidated,
bank loans, and deduction for value of collateral or
or disputed
professional setoff to calculate unsecured claim.
services, and
government
contracts)
20
On file On file Customer $1,785,763.23
21
On file On file Customer $1,781,958.34
22
On file On file Customer $1,689,566.42
23
On file On file Customer $1,661,058.19
24
On file On file Customer $1,577,946.44
25
On file On file Customer $1,509,038.80
26
On file On file Customer $1,442,283.33
27
5c72ca On file Customer $1,391,369.85
Official Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 50 Largest Unsecured Claims
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Debtor Frontier Communications Corporation, et al. Case number (if known) ____________
Name
Name of creditor and Name, telephone number Nature of Indicate if Amount of claim
complete mailing address, and email address of claim claim is If the claim is fully unsecured, fill in only
(for example, unsecured claim amount. If claim is
including zip code and last creditor contact contingent,
trade debts, partially secured, fill in total claim amount
6 digits of customer user ID unliquidated,
bank loans, and deduction for value of collateral or
or disputed
professional setoff to calculate unsecured claim.
services, and
government
contracts)
28
On file On file Customer $1,329,222.92
29
On file On file Customer $1,310,281.37
30
On file On file Customer $1,307,524.62
31
On file On file Customer $1,260,535.52
32
On file On file Customer $1,225,553.05
33
On file On file Customer $1,223,832.81
34
On file On file Customer $1,174,538.85
35
On file On file Customer $1,165,604.89
Official Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 50 Largest Unsecured Claims
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Debtor Frontier Communications Corporation, et al. Case number (if known) ____________
Name
Name of creditor and Name, telephone number Nature of Indicate if Amount of claim
complete mailing address, and email address of claim claim is If the claim is fully unsecured, fill in only
(for example, unsecured claim amount. If claim is
including zip code and last creditor contact contingent,
trade debts, partially secured, fill in total claim amount
6 digits of customer user ID unliquidated,
bank loans, and deduction for value of collateral or
or disputed
professional setoff to calculate unsecured claim.
services, and
government
contracts)
36
On file On file Customer $1,125,470.69
37
On file On file Customer $1,116,305.23
38
On file On file Customer $1,107,941.23
39
On file On file Customer $1,061,546.38
40
On file On file Customer $1,024,800.55
41
On file On file Customer $1,009,999.15
42
On file On file Customer $1,004,308.85
43
On file On file Customer $997,520.99
Official Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 50 Largest Unsecured Claims
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Debtor Frontier Communications Corporation, et al. Case number (if known) ____________
Name
Name of creditor and Name, telephone number Nature of Indicate if Amount of claim
complete mailing address, and email address of claim claim is If the claim is fully unsecured, fill in only
(for example, unsecured claim amount. If claim is
including zip code and last creditor contact contingent,
trade debts, partially secured, fill in total claim amount
6 digits of customer user ID unliquidated,
bank loans, and deduction for value of collateral or
or disputed
professional setoff to calculate unsecured claim.
services, and
government
contracts)
44
On file On file Customer $991,340.08
45
On file On file Customer $988,921.41
46
On file On file Customer $981,899.00
47
Google, LLC.
Google LLC
1600 Amphitheatre Pkwy
Mountain View, CA 94043 collections@google.com Vendor $959,775.94
48
On file On file Customer $958,713.73
49
On file On file Customer $955,579.05
50
On file On file Customer $955,417.27
Official Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 50 Largest Unsecured Claims
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SECRETARY CERTIFICATE
July 5, 2022
The undersigned, David Brosgol, as the secretary or otherwise authorized signatory, as applicable,
of, Voyager Digital Ltd., Voyager Digital Holdings, Inc., and Voyager Digital, LLC (each,
a “Company” and, collectively, the “Companies”), hereby certifies as follows:
1. I am the duly qualified and elected secretary or authorized signatory, as applicable,
of the Companies and, as such, I am familiar with the facts herein certified and I am duly authorized
to certify the same on behalf of the Companies.
2. Attached hereto is a true, complete, and correct copy of the resolutions of the
Companies’ boards of directors, the manager, or sole member, as applicable (collectively,
the “Board”), duly adopted at a properly convened and joint meeting of the Board of July 5, 2022,
in accordance with the applicable limited liability company agreements, operating agreement,
bylaws, or similar governing document (in each case as amended or amended and restated) of each
Company.
3. Since their adoption and execution, the resolutions have not been modified,
rescinded, or amended and are in full force and effect as of the date hereof, and the resolutions are
the only resolutions adopted by the Board relating to the authorization and ratification of all
corporate actions taken in connection with the matters referred to therein.
[Signature page follows]
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IN WITNESS WHEREOF, I have hereunto set my hand on behalf of the Companies as of
the date hereof.
Voyager Digital Ltd.
Voyager Digital Holdings, Inc.
Voyager Digital, LLC
By: ______________________________
Name: David Brosgol
Title: Authorized Signatory
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RESOLUTIONS OF THE BOARD
OF DIRECTORS OF VOYAGER DIGITAL LTD.
Effective as of July 5, 2022
After due deliberation, the undersigned, being all of the members of the board of directors,
the manager, or the sole member, as applicable (each, a “Governing Body”, and, collectively,
the “Board”), of the applicable entity set forth on Exhibit A attached hereto (each, a “Company,”
and, collectively, the “Companies”), hereby take the following actions and adopt the following
resolutions (the “Resolutions”) pursuant to (as applicable) the articles of incorporation, limited
liability company agreement, operating agreement, bylaws, or similar governing document (in
each case as amended or amended and restated) of each Company and the laws of the state,
province or country of formation of each Company as set forth next to each Company’s name on
Exhibit A:
WHEREAS, the Board has reviewed and considered presentations by the management
and the financial and legal advisors of the Company regarding the liabilities and liquidity situation
of the Company, the strategic alternatives available to it, and the effect of the foregoing on the
Company’s business;
WHEREAS, the Board has had the opportunity to consult with the management and the
financial and legal advisors of the Companies and to fully consider each of the strategic alternatives
available to the Companies;
WHEREAS, the Board has reviewed and considered presentations by the management
and the financial and legal advisors of the Company regarding the transactions contemplated under
the proposed chapter 11 plan of reorganization (the “Plan”).
NOW, THEREFORE, BE IT,
Chapter 11 Filing
RESOLVED, that in the judgment of the Board, it is desirable and in the best interests of
the Company, its stakeholders, its creditors, and other parties in interest, that each Company shall
be, and hereby is, authorized to file, or cause to be filed, a voluntary petition for relief (the “Chapter
11 Case”) under the provisions of chapter 11 of title 11 of the United States Code (the “Bankruptcy
Code”) in the bankruptcy court for the Southern District of New York (the “Bankruptcy Court”)
and any other petition for relief or recognition or other order that may be desirable under applicable
law in the United States.
RESOLVED, that any of the Chief Executive Officer, Chief Financial Officer, any
Executive Vice President, General Counsel, and Secretary or any other duly appointed officer of
each Company (collectively, the “Authorized Signatories”), acting alone or with one or more other
Authorized Signatories be, and they hereby are, authorized, empowered, and directed to execute
and file on behalf of the Company all petitions, schedules, lists, and other motions, papers, or
documents, and to take any and all action that they deem necessary or proper to obtain such relief,
including, without limitation, any action necessary to maintain the ordinary course operation of
the Company’s business.
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RESOLVED, that each of the Authorized Signatories has determined in its business
judgment it is desirable and in the best interests of the Company, its stakeholders, its creditors, and
other parties in interest that the Authorized Signatories shall be, and hereby are, authorized to file
or cause to be filed the Plan, and all other papers or documents (including any amendments) related
thereto and to take any and all actions that they deem necessary or appropriate to pursue
confirmation and consummation of a plan of reorganization materially consistent with the Plan.
RESOLVED, that the Authorized Signatories, acting alone or with one or more other
Authorized Signatories shall be, and hereby are, authorized to take or cause to be taken any and
all such other and further action, and to execute, acknowledge, deliver, and file any and all such
instruments as each, in his or her discretion, may deem necessary or advisable in order to
consummate the Plan if confirmed by the Bankruptcy Court.
Retention of Professionals
RESOLVED, that each of the Authorized Signatories be, and hereby is, authorized and
directed to employ the law firm of Kirkland & Ellis LLP and Kirkland & Ellis International LLP
(together, “Kirkland”) as general bankruptcy counsel to represent and assist the Company in
carrying out its duties under the Bankruptcy Code, and to take any and all actions to advance the
Company’s rights and obligations, including filing any motions, objections, replies, applications,
or pleadings; and in connection therewith, each of the Authorized Signatories, with power of
delegation, is hereby authorized and directed to execute appropriate retention agreements, pay
appropriate retainers, and to cause to be filed an appropriate application for authority to retain the
services of Kirkland.
RESOLVED, that each of the Authorized Signatories be, and hereby is, authorized and
directed to employ the firm Berkeley Research Group, LLC (“BRG”), as financial advisors to
represent and assist the Company in carrying out its duties under the Bankruptcy Code, and to take
any and all actions to advance the Company’s rights and obligations; and in connection therewith,
each of the Authorized Signatories, with power of delegation, is hereby authorized and directed to
execute appropriate retention agreements, pay appropriate retainers, and to cause to be filed an
appropriate application for authority to retain the services of BRG.
RESOLVED, that each of the Authorized Signatories be, and hereby is, authorized and
directed to employ the firm Moelis & Company (“Moelis”), as investment bankers to represent
and assist the Company in carrying out its duties under the Bankruptcy Code, and to take any and
all actions to advance the Company’s rights and obligations; and in connection therewith, each of
the Authorized Signatories, with power of delegation, is hereby authorized and directed to execute
appropriate retention agreements, pay appropriate retainers, and to cause to be filed an appropriate
application for authority to retain the services of Moelis.
RESOLVED, that each of the Authorized Signatories be, and hereby is, authorized and
directed to employ the firm Consello Group (“Consello”), as strategic and financial advisors to
represent and assist the Company in carrying out its duties under the Bankruptcy Code, and to take
any and all actions to advance the Company’s rights and obligations; and in connection therewith,
each of the Authorized Signatories, with power of delegation, is hereby authorized and directed to
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execute appropriate retention agreements, pay appropriate retainers, and to cause to be filed an
appropriate application for authority to retain the services of Consello.
RESOLVED, that each of the Authorized Signatories be, and hereby is, authorized and
directed to employ the firm of Stretto, Inc. (“Stretto”) as notice and claims agent to represent and
assist the Company in carrying out its duties under the Bankruptcy Code, and to take any and all
actions to advance the Company’s rights and obligations; and in connection therewith, each of the
Authorized Signatories, with power of delegation, is hereby authorized and directed to execute
appropriate retention agreements, pay appropriate retainers, and to cause to be filed appropriate
applications for authority to retain the services of Stretto.
RESOLVED, that each of the Authorized Signatories be, and hereby is, authorized and
directed to employ any other professionals to assist the Company in carrying out its duties under
the Bankruptcy Code; and in connection therewith, each of the Authorized Signatories, with power
of delegation, is hereby authorized and directed to execute appropriate retention agreements, pay
appropriate retainers and fees, and to cause to be filed an appropriate application for authority to
retain the services of any other professionals as necessary.
RESOLVED, that each of the Authorized Signatories be, and hereby is, with power of
delegation, authorized, empowered, and directed to execute and file all petitions, schedules,
motions, lists, applications, pleadings, and other papers and, in connection therewith, to employ
and retain all assistance by legal counsel, accountants, financial advisors, and other professionals
and to take and perform any and all further acts and deeds that each of the Authorized Signatories
deem necessary, proper, or desirable in connection with the Company’s Chapter 11 Case, with a
view to the successful prosecution of such case.
CCAA Recognition Application
RESOLVED, that in the business judgment of each Governing Body and based on the
recommendation from management and the financial and legal advisors of the Companies, it is
desirable and in the best interests of each Company, its creditors and other parties in interest that
Voyager Digital Ltd. (and such other Company as may be necessary) shall be, and hereby is,
authorized to file or cause to be filed an application for recognition in Canada under the
Companies’ Creditors Arrangement Act (Canada) (“CCAA”) of its Chapter 11 Case and to seek
such other insolvency or bankruptcy relief in Canada in respect of itself or any other Company
(the “Canadian Proceedings”).
RESOLVED, that each of the Authorized Signatories be, and hereby is, authorized,
empowered and directed to execute and file on behalf of Voyager Digital Ltd. (or such Company,
as applicable) all petitions, schedules, motions, objections, replies, applications, pleadings, lists,
documents and other papers, and to take any and all action that such Authorized Signatories deem
necessary, appropriate or desirable to obtain such relief, including, without limitation, any action
necessary, appropriate or desirable to maintain the ordinary course operation of such Company’s
businesses or to assist such Company in the Canadian Proceedings and in carrying out its duties
under the provisions of the CCAA.
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Retention of Canadian Professionals
RESOLVED, that each of the Authorized Signatories be, and hereby is, authorized and
directed to employ Fasken Martineau DuMoulin LLP (“Fasken”) as Canadian bankruptcy counsel
to provide Canadian legal advice to the Companies, to represent and assist each Company in
carrying out its duties under the CCAA and the Canadian Proceedings, and to take any and all
actions to advance the Company’s rights and obligations, including filing any motions, objections,
replies, applications, or pleadings, and in connection therewith, each of the Authorized Signatories,
with power of delegation, is hereby authorized and directed to execute appropriate retention
agreements, pay appropriate retainers and, if required, to cause to be filed an appropriate
application for authority to retain Fasken in accordance with applicable law.
RESOLVED, that each of the Authorized Signatories be, and hereby is, authorized and
directed to pay the fees and expenses of the proposed Canadian court appointed Information
Officer in the Canadian Proceedings, Alvarez & Marsal Canada Inc., and its counsel, Blake,
Cassels & Graydon LLP, in connection with the Canadian Proceedings and, as applicable, on such
terms and conditions as the Canadian Court shall subsequently approve.
General
RESOLVED, that in addition to the specific authorizations heretofore conferred upon the
Authorized Signatories, each of the Authorized Signatories (and their designees and delegates) be,
and they hereby are, authorized and empowered, in the name of and on behalf of the Company, to
take or cause to be taken any and all such other and further action, and to execute, acknowledge,
deliver, and file any and all such agreements, certificates, instruments, and other documents and
to pay all expenses, including but not limited to filing fees, in each case as in such Authorized
Signatory’s judgment, shall be necessary, advisable, or desirable in order to fully carry out the
intent and accomplish the purposes of the Resolutions adopted herein.
RESOLVED, that the Board has received sufficient notice of the actions and transactions
relating to the matters contemplated by the foregoing Resolutions, as may be required by the
organizational documents of the Company, or hereby waive any right to have received such notice.
RESOLVED, that all acts, actions, and transactions relating to the matters contemplated
by the foregoing Resolutions done in the name of and on behalf of the Company, which acts would
have been approved by the foregoing Resolutions except that such acts were taken before the
adoption of these Resolutions, are hereby in all respects approved and ratified as the true acts and
deeds of the Company with the same force and effect as if each such act, transaction, agreement,
or certificate has been specifically authorized in advance by Resolution of the Board.
RESOLVED, that each of the Authorized Signatories (and their designees and delegates)
be, and hereby is, authorized and empowered to take all actions or to not take any action in the
name of the Company with respect to the transactions contemplated by these Resolutions
hereunder, as such Authorized Signatory shall deem necessary or desirable in such Authorized
Signatory’s reasonable business judgment as may be necessary or convenient to effectuate the
purposes of the transactions contemplated herein.
***
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Exhibit A
Company
Company Jurisdiction
Voyager Digital Ltd. Canada
Voyager Digital Holdings, Inc. Delaware
Voyager Digital, LLC Delaware
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Fill in this information to identify the case and this filing:
Debtor Name Voyager Digital Holdings, Inc.
United States Bankruptcy Court for the: Southern District of New York
(State)
Case number (If known):
Official Form 202
Declaration Under Penalty of Perjury for Non-Individual Debtors 12/15
An individual who is authorized to act on behalf of a non-individual debtor, such as a corporation or partnership, must sign and
submit this form for the schedules of assets and liabilities, any other document that requires a declaration that is not included in
the document, and any amendments of those documents. This form must state the individual’s position or relationship to the
debtor, the identity of the document, and the date. Bankruptcy Rules 1008 and 9011.
WARNING -- Bankruptcy fraud is a serious crime. Making a false statement, concealing property, or obtaining money or property
by fraud in connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both.
18 U.S.C. §§ 152, 1341, 1519, and 3571.
Declaration and signature
I am the president, another officer, or an authorized agent of the corporation; a member or an authorized agent of the
partnership; or another individual serving as a representative of the debtor in this case.
I have examined the information in the documents checked below and I have a reasonable belief that the information is true
and correct:
☐ Schedule A/B: Assets-Real and Personal Property (Official Form 206A/B)
☐ Schedule D: Creditors Who Have Claims Secured by Property (Official Form 206D)
☐ Schedule E/F: Creditors Who Have Unsecured Claims (Official Form 206E/F)
☐ Schedule G: Executory Contracts and Unexpired Leases (Official Form 206G)
☐ Schedule H: Codebtors (Official Form 206H)
☐ Summary of Assets and Liabilities for Non-Individuals (Official Form 206Sum)
☐ Amended Schedule___
☒ Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured Claims and Are Not Insiders
(Official Form 204)1
☒
Other document that requires a declaration List of Equity Security Holders, Corporate Ownership
Statement
I declare under penalty of perjury that the foregoing is true and correct.
Executed on 07/05/2022 /s/ Stephen Ehrlich
MM/ DD/YYYY Signature of individual signing on behalf of debtor
Stephen Ehrlich
Printed name
Chief Executive Officer
Position or relationship to debtor
Official Form 202 Declaration Under Penalty of Perjury for Non-Individual Debtors
1 In lieu of filing an individual list of the debtor’s top twenty unsecured, non-insider creditors as set forth on Official Form 204, the debtor and
its affiliates have requested authority to file a consolidated list of their top fifty unsecured, non-insider creditors as more fully set forth in the
Debtors’ Motion Seeking Entry of an Order (I) Authorizing the Debtors to File a Consolidated List of Creditors in Lieu of Submitting a Separate
Mailing Matrix for Each Debtor, (II) Authorizing the Debtors to File a Consolidated List of the Debtors’ Fifty Largest Unsecured Creditors,
(III) Authorizing the Debtors to Redact Certain Personally Identifiable Information, (IV) Approving the Form and Manner of Notifying Creditors
of Commencement, and (V) Granting Related Relief.
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