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Joshua A. Sussberg, P.C.

Christopher Marcus, P.C.
Christine A. Okike, P.C.
Allyson B. Smith (pro hac vice pending)
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, New York 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

)
In re: ) Chapter 11
)
VOYAGER DIGITAL HOLDINGS, INC., ) Case No. 22-10943 (___)
)
Debtor. )
)
Tax I.D. No. 82-3997687 )
)
In re: ) Chapter 11
)
VOYAGER DIGITAL LTD., ) Case No. 22-10944 (___)
)
Debtor. )
)
Tax I.D. No. N/A )
)
In re: ) Chapter 11
)
VOYAGER DIGITAL, LLC, ) Case No. 22-10945 (___)
)
Debtor. )
)
Tax I.D. No. 82-4138013 )

DEBTORS’ MOTION FOR ENTRY

OF AN ORDER (I) DIRECTING JOINT ADMINISTRATION
OF THE CHAPTER 11 CASES AND (II) GRANTING RELATED RELIEF

The above-captioned debtors and debtors in possession (collectively, the “Debtors”)

respectfully state the following in support of this motion (this “Motion”):

KE 87808599
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Relief Requested

1. The Debtors seek entry of an order, substantially in the form attached hereto as

Exhibit A (the “Order”): (a) authorizing procedural consolidation and joint administration of

these chapter 11 cases; and (b) granting related relief. Specifically, the Debtors request that the

United States Bankruptcy Court for the Southern District of New York (the “Court”) maintain one

file and one docket for all of the jointly administered cases under the case of Voyager Digital

Holdings, Inc. and that the cases be administered under a consolidated caption, as follows:

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

)
In re: ) Chapter 11
)
VOYAGER DIGITAL HOLDINGS, INC. et al.,1 ) Case No. 22-10943 (___)
)
Debtors. ) (Jointly Administered)
)
1
The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification
number, are: Voyager Digital Holdings, Inc. (7687); Voyager Digital Ltd. (N/A); and Voyager Digital, LLC
(8013). The location of the Debtors’ principal place of business is 33 Irving Place, Suite 3060, New York, NY
10003.

2. The Debtors further request that the Court order that the foregoing caption satisfies

the requirements set forth in section 342(c)(1) of title 11 of the United States Code

(the “Bankruptcy Code”).

3. The Debtors also request that a docket entry, substantially similar to the following,

be entered on the docket of each of the Debtors’ cases other than the case of Voyager Digital

Holdings, Inc.:

An order has been entered in accordance with rule 1015(b) of the

Federal Rules of Bankruptcy Procedure directing the joint
administration of the chapter 11 cases of: Voyager Digital
Holdings, Inc., No. 22-10943 (___); Voyager Digital Ltd., No. 22-
10944 (___); Voyager Digital, LLC, No. 22-10945 (___). All

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further pleadings and other papers shall be filed in and all

further docket entries shall be made in Case No. 22-10943 (___).

4. The Debtors also seek authority to fulfill the monthly operating report requirements

required by the Operating Guidelines and Reporting Requirements for Debtors in Possession and

Trustees, issued by the United States Trustee for the Southern District of New York (the “U.S.

Trustee”), in accordance with the applicable Instructions for UST Form 11-MOR: Monthly

Operating Report.

Jurisdiction and Venue

5. The United States Bankruptcy Court for the Southern District of New York

(the “Court”) has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the

Amended Standing Order of Reference from the United States District Court for the Southern

District of New York, entered February 1, 2012. The Debtors confirm their consent to the Court

entering a final order in connection with this Motion to the extent that it is later determined that

the Court, absent consent of the parties, cannot enter final orders or judgments in connection

herewith consistent with Article III of the United States Constitution.

6. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.

7. The bases for the relief requested herein are sections 105(a) and 342 of the

Bankruptcy Code, rule 105(b) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy

Rules”), and rule 9013-1(a) of the Local Bankruptcy Rules for the Southern District of New York

(the “Local Rules”).

Background

8. On July 5, 2022 (the “Petition Date”), each Debtor filed a voluntary petition for

relief under chapter 11 of the Bankruptcy Code. A detailed description of the facts and

circumstances of these chapter 11 cases is set forth in the Declaration of Stephen Ehrlich, Chief

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Executive Officer of the Debtors, in Support of Chapter 11 Petitions and First Day Motions

(the “First Day Declaration”), filed contemporaneously with this Motion and incorporated by

reference herein. 1

9. The Debtors are operating their business and managing their property as debtors in

possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No request for the

appointment of a trustee or examiner has been made in these chapter 11 cases, and no official

committees have been appointed or designated.

Basis for Relief

10. Bankruptcy Rule 1015(b) provides, in pertinent part, that “[i]f . . . two or more

petitions are pending in the same court by or against . . . a debtor and an affiliate, the court may

order a joint administration of the estates.” Fed. R. Bankr. P. 1015. The three Debtor entities that

commenced chapter 11 cases are “affiliates” as that term is defined in section 101(2) of the

Bankruptcy Code. Accordingly, the Bankruptcy Code and Bankruptcy Rules authorize the Court

to grant the relief requested herein.

11. Section 105(a) of the Bankruptcy Code provides the Court with the power to grant

the relief requested herein by permitting the Court to “issue any order, process, or judgment that

is necessary or appropriate to carry out the provisions of the [Bankruptcy Code].”

11 U.S.C. § 105(a).

12. Joint administration is generally non-controversial, and courts in this jurisdiction

routinely order joint administration in cases with multiple, related debtors. See, e.g., In re Revlon,

Inc., No. 22-10760 (DSJ) (Bankr. S.D.N.Y. June 16, 2022) (directing joint administration of

chapter 11 cases); In re GTT Commc’ns, Inc., No. 21-11880 (MEW) (Bankr. S.D.N.Y. Nov. 1,

1
Capitalized terms not defined herein shall have the meanings ascribed to such terms in the First Day Declaration.

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2021) (same); In re Grupo Posadas S.A.B. de C.V., No. 21-11831 (SHL) (Bankr. S.D.N.Y. Oct.

27, 2021) (same); In re Lakeland Tours, LLC, 20-11647 (JLG) (Bankr. S.D.N.Y. July 27, 2020)

(same); In re Jason Indus., Inc., No. 20-22766 (RDD) (Bankr. S.D.N.Y. June 29, 2020) (same); In

re Frontier Commc’ns Corp., No. 20-22577 (RDD) (Bankr. S.D.N.Y. Apr. 17, 2020) (same). 2

13. Given the integrated nature of the Debtors’ operations, joint administration of these

chapter 11 cases will provide significant administrative convenience without harming the

substantive rights of any party in interest. Many of the motions, hearings, and orders in these

chapter 11 cases will affect each Debtor entity. The entry of the Order directing joint

administration of these chapter 11 cases will reduce fees and costs by avoiding duplicative filings

and objections. Joint administration also will allow the U.S. Trustee and all parties in interest to

monitor these chapter 11 cases with greater ease and efficiency.

14. Moreover, joint administration will not adversely affect the Debtors’ respective

constituencies because this Motion seeks only administrative, not substantive, consolidation of the

Debtors’ estates. Parties in interest will not be harmed by the relief requested; instead, parties in

interest will benefit from the cost reductions associated with the joint administration of these

chapter 11 cases. Accordingly, the Debtors submit that the joint administration of these chapter 11

cases is in the best interests of their estates, their creditors, and all other parties in interest.

Motion Practice

15. This Motion includes citations to the applicable rules and statutory authorities upon

which the relief requested herein is predicated and a discussion of their application to this Motion.

Accordingly, the Debtors submit that this Motion satisfies Local Rule 9013-1(a).

2
Because of the voluminous nature of the orders cited herein, such orders have not been attached to this Motion.
Copies of these orders are available upon request to the Debtors’ proposed counsel.

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Notice

16. The Debtors will provide notice of this Motion to the following parties and/or their

respective counsel, as applicable: (a) the U.S. Trustee; (b) the holders of the 50 largest unsecured

claims against the Debtors (on a consolidated basis); (c) the lender under the Debtors’ prepetition

loan facility; (d) the United States Attorney’s Office for the Southern District of New York; (e) the

Internal Revenue Service; (f) the Toronto Stock Exchange; (g) the attorneys general in the states

where the Debtors conduct their business operations; and (h) any party that has requested notice

pursuant to Bankruptcy Rule 2002. The Debtors submit that, in light of the nature of the relief

requested, no other or further notice need be given.

No Prior Request

17. No prior request for the relief sought in this Motion has been made to this or any

other court.

[Remainder of page intentionally left blank.]

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WHEREFORE, the Debtors respectfully request that the Court enter the Order granting the

relief requested herein and such other relief as the Court deems appropriate under the

circumstances.

Dated: July 6, 2022 /s/ Joshua A. Sussberg

New York, New York KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
Joshua A. Sussberg, P.C.
Christopher Marcus, P.C.
Christine A. Okike, P.C.
Allyson B. Smith (pro hac vice pending)
601 Lexington Avenue
New York, New York 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
Email: [email protected]
[email protected]
[email protected]
[email protected]

Proposed Counsel to the Debtors and Debtors in Possession

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Exhibit A

Proposed Order
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UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

)
In re: ) Chapter 11
)
VOYAGER DIGITAL HOLDINGS, INC., ) Case No. 22-10943 (___)
)
Debtor. )
)
Tax I.D. No. 82-3997687 )
)
In re: ) Chapter 11
)
VOYAGER DIGITAL LTD., ) Case No. 22-10944 (___)
)
Debtor. )
)
Tax I.D. No. N/A )
)
In re: ) Chapter 11
)
VOYAGER DIGITAL, LLC ) Case No. 22-10945 (___)
)
Debtor. )
)
Tax I.D. No. 82-4138013 )

ORDER (I) DIRECTING JOINT ADMINISTRATION OF THE

CHAPTER 11 CASES AND (II) GRANTING RELATED RELIEF

Upon the motion (the “Motion”) 1 of the above-captioned debtors and debtors in possession

(collectively, the “Debtors”) for entry of an order (this “Order”), (a) directing the joint

administration of the Debtors’ chapter 11 cases for procedural purposes only, and (b) granting

related relief, all as more fully set forth in the Motion; and upon the First Day Declaration; and

this Court having jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the

Amended Standing Order of Reference from the United States District Court for the Southern

1
Capitalized terms used but not defined herein have the meanings ascribed to them in the Motion.

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District of New York, entered February 1, 2012; and that this Court having the power to enter a

final order consistent with Article III of the United States Constitution; and this Court having found

that venue of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C. §§ 1408

and 1409; and this Court having found that the relief requested in the Motion is in the best interests

of the Debtors’ estates, their creditors, and other parties in interest; and this Court having found

that the Debtors’ notice of the Motion and opportunity for a hearing on the Motion were

appropriate under the circumstances and no other notice need be provided; and this Court having

reviewed the Motion and having heard the statements in support of the relief requested therein at

a hearing before this Court (the “Hearing”); and this Court having determined that the legal and

factual bases set forth in the Motion and at the Hearing establish just cause for the relief granted

herein; and upon all of the proceedings had before this Court; and after due deliberation and

sufficient cause appearing therefor, it is HEREBY ORDERED THAT:

1. The Motion is granted as set forth herein.

2. The above-captioned chapter 11 cases are consolidated for procedural purposes

only and shall be jointly administered by this Court under Case No. 22-10943 (___).

3. The caption of the jointly administered cases should read as follows:

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

)
In re: ) Chapter 11
)
VOYAGER DIGITAL HOLDINGS, INC. et al,1 ) Case No. 22-10943 (___)
)
Debtors. ) (Jointly Administered)
)
1
The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification
number, are: Voyager Digital Holdings, Inc. (7687); Voyager Digital Ltd. (N/A); and Voyager Digital, LLC (8013).
The location of the Debtors’ principal place of business is 33 Irving Place, Suite 3060, New York, NY 10003.

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4. The foregoing caption satisfies the requirements set forth in section 342(c)(1) of

the Bankruptcy Code.

5. A docket entry, substantially similar to the following, shall be entered on the docket

of each of the Debtors, other than Voyager Digital Holdings, Inc., to reflect the joint administration

of these chapter 11 cases:

An order has been entered in accordance with rule 1015(b) of the

Federal Rules of Bankruptcy Procedure directing the joint
administration of the chapter 11 cases of: Voyager Digital
Holdings, Inc., No. 22-10943 (___); Voyager Digital Ltd., No. 22-
10944 (___); Voyager Digital, LLC, No. 22-10945 (___). All
further pleadings and other papers shall be filed in and all
further docket entries shall be made in Case No. 22-10943 (___).

6. The Debtors shall maintain, and the Clerk of the Court shall keep, with the

assistance of the notice and claims agent retained by the Debtors in these chapter 11 cases, one

consolidated docket, one file, and one consolidated service list.

7. The Debtors shall file the monthly operating reports required by the Operating

Guidelines and Reporting Requirements for Debtors in Possession and Trustees, issued by the

U.S. Trustee, in accordance with the applicable Instructions for UST Form 11-MOR: Monthly

Operating Report and Supporting Documentation.

8. Nothing contained in the Motion or this Order shall be deemed or construed as

directing or otherwise effecting a substantive consolidation of these chapter 11 cases, and this

Order shall be without prejudice to the rights of the Debtors to seek entry of an order substantively

consolidating their respective cases.

9. The Debtors are authorized to take all actions necessary to effectuate the relief

granted in this Order in accordance with the Motion.

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10. Notice of the Motion as provided therein shall be deemed good and sufficient notice

of such motion, and the requirements of the Bankruptcy Code, Bankruptcy Rules, and Local Rules

of this Court are satisfied by such notice.

11. This Court retains exclusive jurisdiction with respect to all matters arising from or

related to the implementation, interpretation, and enforcement of this Order.

New York, New York

Dated: ____________, 2022

THE HONORABLE [●]

UNITED STATES BANKRUPTCY JUDGE