FTX US won Voyager’s auction with a conditional $1.422 billion bid

Voyager Digital announced at 9:52 p.m. Eastern time on September 26, 2022 that its operating company had selected West Realm Shires Inc., doing business as FTX US, as the highest and best bidder for its assets after a two-week bankruptcy auction.

The selection marked a significant step for a cryptocurrency lender whose customers had lost access to assets during the market’s 2022 credit crisis. It did not, however, mean that FTX US had paid $1.422 billion in cash, completed an acquisition or guaranteed a particular customer recovery. The transaction remained embedded in Voyager’s Chapter 11 proceeding and required several further approvals.

What the $1.422 billion represented

Voyager assigned the bid an approximate value of $1.422 billion. The company divided that figure into two components: approximately $1.311 billion for the fair market value of cryptocurrency on the Voyager platform and approximately $111 million of estimated incremental value.

Those components require careful interpretation. The $1.311 billion was Voyager’s estimate using what it described as current market prices on September 26. The cryptocurrency would be valued again on a date to be determined, meaning the amount was neither fixed consideration nor an event-day cash payment from FTX US.

The additional $111 million was also an estimate. The September 26 announcement did not provide a complete public breakdown of that component. More detailed terms appeared in later bankruptcy materials, but they were not part of the information available when Voyager first announced the auction result.

The arithmetic—$1.311 billion plus $111 million—produces the advertised $1.422 billion aggregate valuation. It did not measure the value of Voyager’s business independently of cryptocurrency already held within the estate, and it did not establish what percentage of each creditor’s allowed claim would ultimately be recovered.

A bankruptcy milestone, not a completed sale

Voyager entered voluntary Chapter 11 proceedings on July 5, 2022. Reuters reported that its initial filing estimated more than 100,000 creditors and placed both assets and liabilities within broad ranges of $1 billion to $10 billion. Those petition ranges conveyed the case’s scale but were not precise valuations.

Voyager said the auction involved multiple bidding rounds and that the Official Committee of Unsecured Creditors participated actively and supported the winning bid. That was the company’s contemporaneous account; the September 26 announcement did not disclose every competing proposal or provide an independent comparison of their economics.

The next steps were material. Voyager said the proposed transaction would be presented to the U.S. Bankruptcy Court for the Southern District of New York, implemented through a Chapter 11 plan and subjected to a creditor vote and customary closing conditions. Customer access to cryptocurrency therefore could not resume merely because FTX US had prevailed at the auction.

A later court filing recorded that Voyager and FTX US executed the asset purchase agreement on September 27, one day after the public selection. That chronology reinforces the distinction between the September 26 auction result and the subsequent legal documentation.

Three Arrows claims stayed with the estate

Voyager also specified that its claims against Three Arrows Capital would remain with the bankruptcy estate. Any available recovery from those claims was to be distributed through the estate rather than transferred to FTX US as part of the winning bid.

That reservation mattered because uncertainty surrounding recoveries from failed counterparties was central to Voyager’s restructuring. On September 26, neither the announcement nor the reviewed contemporaneous reporting established how much the estate would collect from Three Arrows or when distributions could occur.

The defensible event-day conclusion was consequently narrow: FTX US had won Voyager’s competitive auction, and Voyager believed its conditional proposal offered the best available route through Chapter 11. The announcement advanced the restructuring, but it did not complete the sale, settle customer claims or convert the headline valuation into guaranteed recoveries.