United States Bankruptcy Court District of New Jersey Caption in Compliance With D.N.J. LBR 9004-1 (B) Cole Schotz P.C

Case 22-19361-MBK Doc 923 Filed 05/17/23 Entered 05/17/23 08:58:36 Desc Main
Document Page 1 of 17
UNITED STATES BANKRUPTCY COURT

DISTRICT OF NEW JERSEY
Caption in Compliance with D.N.J. LBR 9004-1(b)
COLE SCHOTZ P.C.

Michael D. Sirota, Esq. (NJ Bar No. 014321986)
Warren A. Usatine, Esq. (NJ Bar No. 025881995)
Court Plaza North, 25 Main Street
Hackensack, New Jersey 07601
(201) 489-3000
[email protected] Order Filed on May 17, 2023
[email protected] by Clerk
U.S. Bankruptcy Court
District of New Jersey
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
Joshua A. Sussberg, P.C. (admitted pro hac vice)
Christine A. Okike, P.C. (admitted pro hac vice)
601 Lexington Avenue
New York, New York 10022
(212) 446-4800
[email protected]
[email protected]
HAYNES AND BOONE, LLP

Richard S. Kanowitz, Esq. (NJ Bar No. 047911992)
Kenric D. Kattner, Esq. (admitted pro hac vice)
30 Rockefeller Plaza, 26th Floor
(212) 659-7300
[email protected]
[email protected]
Attorneys for Debtors and Debtors in Possession

In re: Chapter 11
BLOCKFI INC., et al., Case No. 22-19361 (MBK)
Debtors.1 (Jointly Administered)
ORDER (I) AUTHORIZING THE DEBTORS TO (A) HONOR

WITHDRAWALS FROM WALLET ACCOUNTS, (B) UPDATE THE USER
INTERFACE TO PROPERLY REFLECT TRANSACTIONS AND ASSETS
AS OF THE PLATFORM PAUSE, AND (C) CONDUCT ORDINARY COURSE
RECONCILIATION OF ACCOUNTS, AND (II) GRANTING RELATED RELIEF
DATED: May 17, 2023

The relief set forth on the following pages, numbered four (4) through seven (7), is
ORDERED.
(Page | 3)
Debtors: BLOCKFI INC., et al.
Case No. 22-19361 (MBK)
Caption of Order: ORDER (I) AUTHORIZING THE DEBTORS TO (A) HONOR
WITHDRAWALS FROM WALLET ACCOUNTS, (B) UPDATE THE
USER INTERFACE TO PROPERLY REFLECT TRANSACTIONS AND
ASSETS AS OF THE PLATFORM PAUSE, AND (C) CONDUCT
ORDINARY COURSE RECONCILIATION OF ACCOUNTS, AND (II)
GRANTING RELATED RELIEF
Upon the Debtors’ Motion for Entry of an Order (I) Authorizing the Debtors to (A) Honor
Withdrawals from Wallet Accounts, (B) Update the User Interface to Properly Reflect
Transactions and Assets as of the Platform Pause, and (C) Conduct Ordinary Course
Reconciliation of Accounts, and (II) Granting Related Relief (the “Motion”),1 where the
above-captioned debtors and debtors in possession (collectively, the “Debtors”), seek entry of an
order (this “Order”) (a) authorizing the Debtors to (i) honor client withdrawals solely from the
Wallet Accounts as of the Platform Pause Time Stamp, (ii) update the User Interface to properly
reflect transactions and assets held in clients’ accounts as of the Platform Pause Time Stamp, and
(iii) conduct ordinary course reconciliation of client accounts, and (b) granting related relief, all as
more fully set forth in the Motion; and upon the First Day Declaration; and the declaration filed in
support of the Motion; and the Court having jurisdiction to consider the Motion and the relief
requested therein pursuant to 28 U.S.C. §§ 157 and 1334 and the Standing Order of Reference to
the Bankruptcy Court Under Title 11 of the United States District Court for the District of New
Jersey, entered July 23, 1984, and amended on September 18, 2012 (Simandle, C.J.); 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 was appropriate under the circumstances
1 Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Motion.
(Page | 4)
Case No. 22-19361 (MBK)
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 on May 8,
2023 (the “Hearing”); and this Court having determined and articulated on the record at a hearing
on May 11, 2023, that the legal and factual bases set forth in the Motion, the Stipulated Facts (Dkt.
No. 842), the Amended Declaration of Amit Cheela (Dkt. No. 822), and the exhibits to each,
establish just cause for the relief granted herein; and upon all of the proceedings had before the
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 digital assets held in the Custodial Omnibus Wallets as of the Platform Pause
Time Stamp are not property of the Debtors’ estate.
3. The Debtors are authorized to take any actions to update the User Interface and
Company-Facing Interface to accurately reflect the transactions and related balance of digital
assets as of the Platform Pause Time Stamp, including those held in the Custodial Omnibus Wallets
and represented in the Client Wallet Accounts. With respect to BlockFi International, the
foregoing shall be carried out subject to entry of an order authorizing such relief in the parallel
Bermuda JPL Proceedings currently pending in the Supreme Court of Bermuda.
4. The Debtors are authorized, but not directed, to distribute the digital assets
contained in the Custodial Omnibus Wallets and represented in the Client Wallet Accounts as of
the Platform Pause Time Stamp, subject to further order of the Court with respect to preference
4
(Page | 5)
Case No. 22-19361 (MBK)
claims under chapter 5 of the Bankruptcy Code and any setoff rights; provided, however, that
distributions of the digital assets contained in the Custodial Omnibus Wallets and represented in
the Client Wallet Accounts as of the Platform Pause Time Stamp to BlockFi International clients
from the International Vault Wallets shall be honored subject to entry of an order authorizing such
withdrawals in the parallel Bermuda JPL Proceedings currently pending in the Supreme Court of
Bermuda.
5. For the avoidance of doubt, all complete or partial withdrawals or distributions from
the Client Wallet Accounts shall be subject to the ordinary withdrawal fees provided for under the
BlockFi Wallet Terms of Service and the cost of facilitating the withdrawals shall be mitigated
insofar as reasonably practicable by the Debtors.
6. For the avoidance of doubt, nothing contained herein shall be construed (i) as a
determination, implication, admission, or waiver of any rights or causes of action with respect to
any potential preference or avoidance actions under chapter 5 of the Bankruptcy Code; (ii) to
permit withdrawal from any Wallet Account owned or controlled by any (a) employee of the
Debtors or (b) “insider” of the Debtors as such term is defined in the Bankruptcy Code, 11 U.S.C.
§ 101(31); or (iii) pending further order of the Court, to permit withdrawal from (x) any Wallet
Account that received transfers from other non-Wallet BlockFi accounts during the ninety (90)
days prior to the Petition Date, or (y) any Wallet Account belonging to any person that the Debtors
reasonably believe may be subject to any avoidance actions under chapter 5 of the Bankruptcy
Code or other rights of setoff belonging to the Debtors’ estates.
5
(Page | 6)
Case No. 22-19361 (MBK)
7. The Debtors are authorized to conduct reconciliatory practices in the ordinary
course consistent with prepetition practices. Reconciliatory practices for BlockFi International
shall be carried out subject to entry of an order authorizing such relief in the parallel Bermuda JPL
Proceedings currently pending in the Supreme Court of Bermuda.
8. Notwithstanding the actual or threatened suspension or termination of any
transmission licenses by any U.S. state or governmental entity, any transfers or disbursements
made pursuant to this Order shall not be deemed an implication, admission, or determination that
the Debtors are operating with a suspended or terminated license, nor shall the Debtors or their
insurance providers be liable for any associated fines or penalties, including, but not limited to,
penalties related to the Arch Insurance Company money transmitter bonds or otherwise.
9. For the avoidance of doubt, the approximately $7,423,926 worth of digital assets
that were requested to be transferred from clients’ Client Wallet Accounts to their BIAs or to their
BlockFi private client accounts during the Platform Pause Period did not include any requests from
BlockFi’s U.S. clients to transfer digital assets from Client Wallet Accounts to BIAs, which was
prohibited on BlockFi’s platform as of February 14, 2022 in connection with BlockFi’s settlement
agreement with the U.S. Securities and Exchange Commission.
10. Notwithstanding the relief granted in this Order and any actions taken pursuant to
such relief, nothing in this Order shall be deemed: (a) an admission as to the validity of any
particular claim against the Debtors; (b) a waiver of the Debtors’ rights to dispute any particular
claim on any grounds; (c) a promise or requirement to pay any particular claim; (d) an implication
6
(Page | 7)
Case No. 22-19361 (MBK)
or admission that any particular claim is of a type specified or defined in this Order or the Motion;
(e) a determination, implication, or admission as to the status as property of the estate of any assets
held in BIA; (f) a request or authorization to assume any agreement, contract, or lease pursuant to
section 365 of the Bankruptcy Code; (g) a waiver or limitation of the Debtors’ rights under the
Bankruptcy Code or any other applicable law; or (h) a concession by the Debtors that any liens
(contractual, common law, statutory, or otherwise) satisfied pursuant to the Motion are valid, and
the Debtors expressly reserve their rights to contest the extent, validity, or perfection or seek
avoidance of all such liens. Any payment made pursuant to this Order is not intended and should
not be construed as an admission as the validity of any particular claim or a waiver of the Debtors’
rights to subsequently dispute such claim.
11. The Debtors are authorized to take all actions necessary to effectuate the relief
granted pursuant to this Order in accordance with the Motion.
12. The requirement set forth in Local Rule 9013-1(a)(3) that any motion be
accompanied by a memorandum of law is hereby deemed satisfied by the contents of the Motion
or otherwise waived.
13. Notwithstanding anything to the contrary in the Motion, this Order, or any findings
announced at the hearing, nothing in the Motion, this Order, or announced at the hearing constitutes
a finding under the federal securities laws as to whether crypto tokens or transactions involving
7
(Page | 8)
Case No. 22-19361 (MBK)
crypto tokens are securities, and the right of the United States Securities and Exchange
Commission to challenge transactions involving crypto tokens on any basis are expressly reserved.
14. This Court retains exclusive jurisdiction with respect to all matters arising from or
related to the implementation, interpretation, and enforcement of this Order.
8
Redline
UNITED STATES BANKRUPTCY COURT

DISTRICT OF NEW JERSEY
Caption in Compliance with D.N.J. LBR 9004-1(b)
COLE SCHOTZ P.C.

Michael D. Sirota, Esq. (NJ Bar No. 014321986)
Warren A. Usatine, Esq. (NJ Bar No. 025881995)
Court Plaza North, 25 Main Street
Hackensack, New Jersey 07601
(201) 489-3000
[email protected]
[email protected]
KIRKLAND & ELLIS LLP

KIRKLAND & ELLIS INTERNATIONAL LLP
Joshua A. Sussberg, P.C. (admitted pro hac vice)
Christine A. Okike, P.C. (admitted pro hac vice)
601 Lexington Avenue
(212) 446-4800
[email protected]
[email protected]
HAYNES AND BOONE, LLP

Richard S. Kanowitz, Esq. (NJ Bar No. 047911992)
Kenric D. Kattner, Esq. (admitted pro hac vice)
30 Rockefeller Plaza, 26th Floor
(212) 659-7300
[email protected]
[email protected]
Proposed Attorneys for Debtors and Debtors in Possession

In re: Chapter 11
BLOCKFI INC., et al., Case No. 22-19361 (MBK)
Debtors.1 (Jointly Administered)
Hearing Date and Time:
ORDER (I) AUTHORIZING THE DEBTORS TO (A) HONOR

WITHDRAWALS FROM WALLET ACCOUNTS, (B) UPDATE THE USER
INTERFACE TO PROPERLY REFLECT TRANSACTIONS AND ASSETS
AS OF THE PLATFORM PAUSE, AND (C) CONDUCT ORDINARY COURSE
RECONCILIATION OF ACCOUNTS, AND (II) GRANTING RELATED RELIEF
1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification
number, are: BlockFi Inc. (0015); BlockFi Trading LLC (2487); BlockFi Lending LLC (5017); BlockFi Wallet
LLC (3231); BlockFi Ventures LLC (9937); BlockFi International Ltd. (N/A); BlockFi Investment Products LLC
(2422); BlockFi Services, Inc. (5965); and BlockFi Lending II LLC (0154). The location of the Debtors’ service
address is 201 Montgomery Street, Suite 263, Jersey City, NJ 07302.
The relief set forth on the following pages, numbered threefour (34) through sixseven (67),
is ORDERED.
2
Upon the Debtors’ Motion for Entry of an Order (I) Authorizing the Debtors to (A) Honor
Withdrawals from Wallet Accounts, (B) Update the User Interface to Properly Reflect
Transactions and Assets as of the Platform Pause, and (C) Conduct Ordinary Course
Reconciliation of Accounts, and (II) Granting Related Relief (the “Motion”),1 ofwhere the
above-captioned debtors and debtors in possession (collectively, the “Debtors”), forseek entry of
an order (this “Order”) (a) authorizing the Debtors to (i) honor client withdrawals solely from the
Wallet Accounts as of the Platform Pause Time Stamp, (ii) update the User Interface to properly
reflect transactions and assets held in clients’ accounts as of the Platform Pause Time Stamp, and
(iii) conduct ordinary course reconciliation of client accounts, and (b) granting related relief, all as
more fully set forth in the Motion; and upon the First Day Declaration; and the declaration filed in
support of the Motion; and the Court having jurisdiction to consider the Motion and the relief
requested therein pursuant to 28 U.S.C. §§ 157 and 1334 and the Standing Order of Reference to
the Bankruptcy Court Under Title 11 of the United States District Court for the District of New
Jersey, entered July 23, 1984, and amended on September 18, 2012 (Simandle, C.J.); 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 was 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 on May 8,
2023 (the “Hearing”); and this Court having determined and articulated on the record at a hearing
on May 11, 2023, that the legal and factual bases set forth in the Motion, the Stipulated Facts (Dkt.
1 Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Motion.
3
(Page | 4)
Case No.: 22-19361 (MBK)
No. 842), the Amended Declaration of Amit Cheela (Dkt. No. 822), and the exhibits to each,
establish just cause for the relief granted herein; and upon all of the proceedings had before the
Court and after due deliberation and sufficient cause appearing therefor IT IS HEREBY
ORDERED THAT:
1. The Motion is GRANTED on a basis as set forth herein.
2. The digital assets held in the Custodial Omnibus Wallets as of the Platform Pause
Time Stamp are not property of the Debtors’ estate.
3. The Debtors are authorized to take any actions to update the User Interface and
Company-Facing Interface to accurately reflect the transactions and related balance of digital
assets as of the Platform Pause Time Stamp, including those held in the Custodial Omnibus Wallets
and represented in the Client Wallet Accounts. With respect to BlockFi International, the
foregoing shall be carried out subject to entry of an order authorizing such relief in the parallel
Bermuda JPL Proceedings currently pending in the Supreme Court of Bermuda.
4. 2. The Debtors are authorized to honor client withdrawal requests solely from the,
but not directed, to distribute the digital assets contained in the Custodial Omnibus Wallets and
represented in the Client Wallet Accounts as of the Platform Pause Time Stamp in accordance with
the BlockFi Wallet Terms of Service, subject to further order of the Court with respect to
preference claims under chapter 5 of the Bankruptcy Code and any setoff rights; provided,
however, that the withdrawal requests of thedistributions of the digital assets contained in the
Custodial Omnibus Wallets and represented in the Client Wallet Accounts as of the Platform Pause
4
(Page | 5)
Case No.: 22-19361 (MBK)
Time Stamp to BlockFi International clients from the International Vault Wallets shall be honored
subject to entry of an order authorizing such withdrawals in the parallel Bermuda JPL Proceedings
currently pending in the Supreme Court of Bermuda.
5. For the avoidance of doubt, all complete or partial withdrawals or distributions from
the Client Wallet Accounts, including Trade-Only Assets, shall be subject to the ordinary
withdrawal fees provided for under the BlockFi Wallet Terms of Service and the cost of facilitating
the withdrawals shall be mitigated insofar as reasonably practicable by the Debtors.
6. For the avoidance of doubt, nothing contained herein shall be construed (i) as a
determination, implication, admission, or waiver of any rights or causes of action with respect to
any potential preference or avoidance actions under chapter 5 of the Bankruptcy Code; (ii) to
permit withdrawal from any Wallet Account owned or controlled by any (a) employee of the
Debtors or (b) “insider” of the Debtors as such term is defined in the Bankruptcy Code, 11 U.S.C.
§ 101(31); or (iii) pending further order of the Court, to permit withdrawal from (x) any Wallet
Account that received transfers from other non-Wallet BlockFi accounts during the ninety (90)
days prior to the Petition Date, or (y) any Wallet Account belonging to any person that the Debtors
reasonably believe may be subject to any avoidance actions under chapter 5 of the Bankruptcy
Code or other rights of setoff belonging to the Debtors’ estates.
3. The Debtors are authorized to dollarize the Trade-Only Assets as soon as reasonably
practicable after a client makes a withdrawal request of such Trade Only Assets. Withdrawal of
5
(Page | 6)
Case No.: 22-19361 (MBK)
the Trade-Only Assets of BlockFi International shall be conducted subject to entry of an order
authorizing such withdrawals in the parallel Bermuda JPL Proceedings currently pending in the
Supreme Court of Bermuda.
4. The Debtors are authorized to take any actions reasonably necessary to accurately reflect
that the Attempted Platform Pause Transactions did not actually occur, so that the User Interface
properly reflects the digital assets in the Wallet Accounts as of the Platform Pause Time Stamp.
With respect to Attempted Platform Pause Transactions for BlockFi International, this shall be
carried out subject to entry of an order authorizing such relief in the parallel Bermuda JPL
7. 5. The Debtors are authorized to conduct reconciliatory practices in the ordinary
course consistent with prepetition practices. Reconciliatory practices for BlockFi International
shall be carried out subject to entry of an order authorizing such relief in the parallel Bermuda JPL
8. 6. Notwithstanding the actual or threatened suspension or termination of any
transmission licenses by any U.S. state or governmental entity, any transfers or disbursements
made pursuant to this Order shall not be deemed an implication, admission, or determination that
the Debtors are operating with a suspended or terminated license, nor shall the Debtors or their
insurance providers be liable for any associated fines or penalties, including, but not limited to,
penalties related to the Arch Insurance Company money transmitter bonds or otherwise.
6
(Page | 7)
Case No.: 22-19361 (MBK)
9. For the avoidance of doubt, the approximately $7,423,926 worth of digital assets
that were requested to be transferred from clients’ Client Wallet Accounts to their BIAs or to their
BlockFi private client accounts during the Platform Pause Period did not include any requests from
BlockFi’s U.S. clients to transfer digital assets from Client Wallet Accounts to BIAs, which was
prohibited on BlockFi’s platform as of February 14, 2022 in connection with BlockFi’s settlement
agreement with the U.S. Securities and Exchange Commission.
10. 7. Notwithstanding the relief granted in this Order and any actions taken pursuant
to such relief, nothing in this Order shall be deemed: (a) an admission as to the validity of any
particular claim against the Debtors; (b) a waiver of the Debtors’ rights to dispute any particular
claim on any grounds; (c) a promise or requirement to pay any particular claim; (d) an implication
or admission that any particular claim is of a type specified or defined in this Order or the Motion;
(e) a determination, implication, or admission as to the status as property of the estate of any assets
held in BIA; (f) a request or authorization to assume any agreement, contract, or lease pursuant to
section 365 of the Bankruptcy Code; (fg) a waiver or limitation of the Debtors’ rights under the
Bankruptcy Code or any other applicable law; or (gh) a concession by the Debtors that any liens
(contractual, common law, statutory, or otherwise) satisfied pursuant to the Motion are valid, and
the Debtors expressly reserve their rights to contest the extent, validity, or perfection or seek
avoidance of all such liens. Any payment made pursuant to this Order is not intended and should
not be construed as an admission as the validity of any particular claim or a waiver of the Debtors’
rights to subsequently dispute such claim.
7
(Page | 8)
Case No.: 22-19361 (MBK)
11. 8. The Debtors are authorized to take all actions necessary to effectuate the relief
granted pursuant to this Order in accordance with the Motion.
12. 9. The requirement set forth in Local Rule 9013-1(a)(3) that any motion be
accompanied by a memorandum of law is hereby deemed satisfied by the contents of the Motion
or otherwise waived.
13. Notwithstanding anything to the contrary in the Motion, this Order, or any findings
announced at the hearing, nothing in the Motion, this Order, or announced at the hearing constitutes
a finding under the federal securities laws as to whether crypto tokens or transactions involving
crypto tokens are securities, and the right of the United States Securities and Exchange
Commission to challenge transactions involving crypto tokens on any basis are expressly reserved.
14. 10. This Court retains exclusive jurisdiction with respect to all matters arising from
or related to the implementation, interpretation, and enforcement of this Order.

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Case 22-19361-MBK Doc 923 Filed 05/17/23 Entered 05/17/23 08:58:36 Desc Main

UNITED STATES BANKRUPTCY COURT

COLE SCHOTZ P.C.

HAYNES AND BOONE, LLP

Attorneys for Debtors and Debtors in Possession

BLOCKFI INC., et al., Case No. 22-19361 (MBK)

Debtors.1 (Jointly Administered)

ORDER (I) AUTHORIZING THE DEBTORS TO (A) HONOR

DATED: May 17, 2023

1. The Motion is GRANTED as set forth herein.

Time Stamp are not property of the Debtors’ estate.

Bermuda JPL Proceedings currently pending in the Supreme Court of Bermuda.

insofar as reasonably practicable by the Debtors.

Code or other rights of setoff belonging to the Debtors’ estates.

7. The Debtors are authorized to conduct reconciliatory practices in the ordinary

Proceedings currently pending in the Supreme Court of Bermuda.

8. Notwithstanding the actual or threatened suspension or termination of any

agreement with the U.S. Securities and Exchange Commission.

rights to subsequently dispute such claim.

granted pursuant to this Order in accordance with the Motion.

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

UNITED STATES BANKRUPTCY COURT

COLE SCHOTZ P.C.

KIRKLAND & ELLIS LLP

HAYNES AND BOONE, LLP

Proposed Attorneys for Debtors and Debtors in Possession

BLOCKFI INC., et al., Case No. 22-19361 (MBK)

Debtors.1 (Jointly Administered)

Hearing Date and Time:

ORDER (I) AUTHORIZING THE DEBTORS TO (A) HONOR

1. The Motion is GRANTED on a basis as set forth herein.

Time Stamp are not property of the Debtors’ estate.

Bermuda JPL Proceedings currently pending in the Supreme Court of Bermuda.

currently pending in the Supreme Court of Bermuda.

the withdrawals shall be mitigated insofar as reasonably practicable by the Debtors.

Code or other rights of setoff belonging to the Debtors’ estates.

Supreme Court of Bermuda.

Proceedings currently pending in the Supreme Court of Bermuda.

7. 5. The Debtors are authorized to conduct reconciliatory practices in the ordinary

Proceedings currently pending in the Supreme Court of Bermuda.

8. 6. Notwithstanding the actual or threatened suspension or termination of any

agreement with the U.S. Securities and Exchange Commission.

rights to subsequently dispute such claim.

granted pursuant to this Order in accordance with the Motion.

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

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