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FTX leadership sues Sam Bankman-Fried over $220M deal made prior to bankruptcy

When FTX tried to sell the platform after filing for bankruptcy, the top bid was for just $1 million, representing a 99.5% decline in value.

FTX lawyers are suing former CEO Sam Bankman-Fried, co-founder Zixiao Wang, and former senior executive Nishad Singh over the $220 million acquisition of stock-clearing platform Embed, alleging lack of due diligence. 

According to a May 17 filing, FTX had paid $220 million to acquire Embed through its United States subsidiary after having allegedly “performed almost no due diligence” on the platform.

After FTX filed for bankruptcy, the judge in charge of the proceedings approved the sales of Embed and other assets of FTX, but the top bidder for the platform offered just $1 million, with FTX’s lawyers stating:

“The bidders had figured out what the FTX Group and FTX Insiders did not bother to assess prior to the Embed acquisition, namely, that Embed’s vaunted software platform was essentially worthless.”

While 12 entities had submitted non-binding indications of interest — the largest of which was $78 million — all but one declined to submit a final bid after conducting more comprehensive due diligence: Embed’s founder and former CEO, Michael Giles.

According to FTX’s lawyers, Giles had “personally received approximately $157 million in connection with the acquisition,” but his final bid to regain ownership of Embed was a paltry $1 million, subject to reductions at closing.

Related: Voyager bankruptcy plan approved, customers may recover 35.7% of claims initially

The lawyers additionally accused the FTX insiders of taking “advantage of the FTX Group’s lack of controls and recordkeeping to perpetrate a massive fraud” by using misappropriated customer funds to facilitate the purchase of Embed, while fully aware that the company was insolvent when finalizing the deal.

The lawyers further alleged that misleading records were created to obscure Alameda Research’s role in funding the Embed acquisition, claiming funds had been transferred between FTX entities, not from Bankman-Fried, Singh and Wang as claimed.

A screenshot from the filing shows a visualization of the flow of funds according to FTX lawyers. Source: Kroll

FTX wants the transactions to be labeled as “avoidable fraudulent transfers and obligations, and/or preferences,” in addition to having claims made by the defendants disallowed until FTX can recoup the funds lost through avoidable transfers.

FTX filed for bankruptcy on November 11, 2022, and since then, its new leadership has been focused on clawing back funds to repay customers and creditors. It has also been considering a possible relaunch of the exchange.

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Elizabeth Warren Blames ‘Crypto Risk’ for Silvergate Bank’s Liquidation, Critics Dismiss Senator’s Claims as ‘Terribly Misinformed’

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Silvergate CEO calls out ‘short sellers’ spreading misinformation

In the statement, Lane also took the opportunity to "set the record straight” about its investment relationship with FTX and the firm's “robust risk management approach.”

Silvergate Capital CEO Alan Lane has slammed “short sellers” and “other opportunists” for spreading misinformation over the last few weeks — just to score themselves a quick buck. 

In a Dec. 5 public letter, Lane said there was “plenty of speculation – and misinformation” being spread by these parties to “capitalize on market uncertainty” caused in part to FTX’s catastrophic collapse in November.

His crypto-focused bank was recently forced to deny one of these so-called FUD (fear, uncertainty and doubt) campaigns last week when there was speculation that the firm was exposed to the bankrupt crypto lender BlockFi.

Lane also used the latest letter to the public as an “opportunity to set the record straight” about its investment relationship with FTX, as well as the company’s “robust risk management approach.”

Lane reiterated that the firm complies with the Bank Secrecy Act and the USA PATRIOT Act, which requires it to monitor and scrutinize “each and every account,” including FTX and Alameda research.

“Silvergate conducted significant due diligence on FTX and its related entities including Alameda Research, both during the onboarding process and through ongoing monitoring,” the CEO explained.

The CEO has also touted the firm’s “resilient balance sheet and ample liquidity” adding that customers’ deposits are “safely held.”

“In addition to the cash we carry on our balance sheet, our entire investment securities portfolio can be pledged for borrowings at the Federal Home Loan Bank, other financial institutions, and the Federal Reserve Discount Window – and can ultimately be sold should we need to generate liquidity to satisfy customer withdrawal request,” explained Lane.

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Silvergate has also been the focus of other speculation in recent weeks, including CFA-issued accountant and former portfolio manager Genevieve Roch-Decter, who expressed doubt in a Dec. 1 post whether Silvergate could maintain its liquidity position and pondered whether it could suffer from its close relationship with FTX.

Roch-Decter was also concerned with Silvergate’s Bitcoin-collateralized loan position, which could impact the firm’s balance sheet if Bitcoin’s (BTC) price continues to fall.

She also expressed worry that should the firm’s Silvergate Exchange Network — a network used by highly used crypto exchanges to send U.S. dollars and Euros between accounts — was compromised, it could “drag down the entire system.”

Lane confirmed in the statement that Silvergate “customers continue to have access to their U.S. dollar deposits when they need them and that Silvergate Exchange Network (SEN) has continued to operate uninterrupted throughout this period.”

“We intentionally carry cash and securities in excess of our digital asset-related deposit liabilities,” the CEO added.

Lane’s public letter did little to stem the bleeding of Silvergate’s (SI) share price, which fell 8.49% to $24.24 on the New York Stock Exchange (NYSE) on Monday, according to MarketWatch.

Silvergate’s stock is now down 52.43% over the last thirty days and decreased 85.34% over the last 12 months.

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No red flags at FTX despite 8 months of ‘extensive due diligence’ — Temasek

Despite eight months of due diligence, investment firm Temasek found no major concerns with FTX’s financials and no sign that the crypto exchange would eventually collapse.

Singapore's state-owned investment firm Temasek revealed despite eight months of due diligence in 2021, it didn't find any significant red flags in FTXs financials before deciding to invest $275 million into the now-bankrupt crypto exchange.

Like many of FTX's more than one million creditors, the Singapore-based firm has been left blindsided by the collapse of FTX and the ongoing fallout, saying in a Nov. 17 post:

"The thesis for our investment in FTX was to invest in a leading digital asset exchange providing us with protocol agnostic and market neutral exposure to crypto markets with a fee income model and no trading or balance sheet risk."

Before the firm decided to invest $210 million for a stake of 1% in FTX International and $65 million for a minority 1.5% stake in its United States-based entity FTX US across two funding rounds, it claims to have conducted "extensive due diligence" from Feb. to Oct. 2021.

According to Temasek it reviewed FTX's audited financial statements, investigated the associated regulatory risk with crypto financial market service providers, and sought advice from external legal and cybersecurity specialists, with a legal and regulatory review undertaken for the investments.

As another precaution, the firm said it interviewed people familiar with FTX, including employees, industry participants, and other investors.

"We recognize that while our due diligence processes may mitigate certain risks, it is not practicable to eliminate all risks," the firm said.

"It is apparent from this investment that perhaps our belief in the actions, judgment, and leadership of Sam Bankman-Fried, formed from our interactions with him and views expressed in our discussions with others, would appear to have been misplaced."

Related: FTX’s ongoing saga: Everything that’s happened until now

According to Temasek, it estimates its investment in FTX was 0.09% of its portfolio value of more than $293 billion, and none of the disclosed investments involves crypto, despite rumors to the contrary, the firm says it has “no direct exposure in cryptocurrencies."

"We continue to recognize the potential of blockchain applications and decentralized technologies to transform sectors and create a more connected world. But recent events have demonstrated what we have identified previously – the nascency of the blockchain and crypto industry and the innumerable opportunities as well as significant risks involved.”

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