1/ Genesis Ch 11 Finding:

How GBTC went to a 50% discount.

Summary:
- Genesis pledges GBTC to #GeminiEarn
- Genesis suspends withdrawals.
- Gemini forecloses on GBTC collateral
- Gemini sells GBTC to a private buyer causing spread to widen

Timeline thread...
2/ August 15th

~2 months after 3AC collapse.

Gemini enters into a Security Agreement (e.g., $465 MM of GBTC pledged: ~31 MM units of GBTC @ $15.06)

A risk manager at Gemini Earn says 'Hey Genesis - we have a lot of unsecured risk on you. Please post collateral asap'
3/ The risk manager was likely concerned about Genesis:
i) increasing counterparty concentration risk
ii) the decline in Genesis's loans outstanding
iii) fallout / contagion risks from Gemini.

They may have been concerned about another 3AC.
4/ November 7th - Gemini and Genesis modify the Security Agreement.

They agree to 'term out' the agreement - giving Genesis more time to pay back Gemini Earn creditors.

November 8th - FTX stops withdrawals.

The parties are negotiating while FTX is blowing up in the background
5/ November 10th - Gemini, Genesis enter into a second amendment to the security agreement.

This time - DCG is also a party to the agreement

DCG steps in to help Genesis likely by pledging another 31 MM of GTBC accumulated from its GBTC buying spree

6/ November 16 - Genesis suspends withdrawals.

On the same day, Gemini forecloses on the GBTC collateral in its possession at $9.20 per share in a private sale.

On Nov 7, the shares were worth $12.15.

The sale of GBTC (~5% of GBTC outstanding) requires a ~25% haircut to move
7/ A chart depicting what happened on Nov 10th (pledge date) and Nov 16th (Genesis suspends withdrawals & Gemini liquidates)

The private buyer likely hedged their risk via shorting or sold GBTC in the open market causing the discount to widen.
8/ The sale generated proceeds of $284 MM. Gemini notified Genesis of the foreclosure and sale.

Genesis disputes whether Gemini's foreclosure and was sale was completed in a commercially reasonable manner with sufficient notice

(Translation: DCG/Genesis goes ballistic)
9/ Note: To this date - Genesis has not delivered the 'second tranche' of GBTC that it pledged to Gemini on November 10th

They must have been shocked that Gemini liquidated GBTC collateral and didn't want GBTC assets to dump on the market again
10/ There is the question of Rule 144 which limits the issuer and affiliates of a security to sell no more than 1% of its holdings.

The GBTC holdings would be considered 'restricted securities' under the statute.

Read more about Rule 144 here:
sec.gov/reportspubs/in…
11/ Those events are going to raise questions for securities lawyers. Can Genesis or DCG pledge 'restricted securities' as collateral?

Technically, in foreclosure legal title changes from Genesis/DCG to Gemini Earn. Is that sufficient to remove restriction? (I don't believe so)
12/ Was there a possible violation of Rule 144 by DCG/Genesis?

Zooming out - b/c GBTC was pledged to Gemini, the value of that asset should ultimately find its way to Genesis unsecured creditors.

And that's great for Genesis creditors.
13/ If you want to learn more about the GBTC 'WidowMaker' trade do check out my Odd Lots podcast with @TheStalwart and @tracyalloway

bloomberg.com/news/articles/…
meant to say ‘fallout contagion risks from 3AC’. Gemini has no contagion risk since it did not invest as a principal in the loans using its balance sheet. @elonmusk Whenedit button?

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More from @ramahluwalia

Jan 24
1/ Taking a closer pass on the Genesis Ch 11.

Highlights:
1) Retail treated differently than Institutional
2) Kickers offered in exchange for releases. Gemini will offer cash to Gemini Earn. DCG will offer cash to both Institutional & Gemini Earn.
3) List of the Big Open Qs
2/ DISCLAIMER: Genesis Ch 11 has a complex architecture with multiple elections and contingencies.

This is not a simple liquidation waterfall

And we'll see another plan from Gemini Creditor Committee soon - or better yet - a joint plan.

CONSULT A LAWYER. NOT FINANCIAL ADVICE.
3/ Below is a summary of the Genesis Balance Sheet

The balance sheet will be unveiled by March. Image
Read 25 tweets
Jan 21
Hey folks - will share rapid findings from Genesis Ch 11 filing.

Will discuss learnings re: GBTC asset sales, DCG investigations, and initial assessment of value of claims.

twitter.com/i/spaces/1yNxa…
I will discuss:
- why GBTC had a 50% discount
- new DCG / Genesis intracompany investigations underway by Genesis board
- Timeline for distributions
- The ‘DCG kicker’ for release of claims
- DCG outlook
other topics:
- Ch 11 framework (two paths)
- Treatment of digital deposits
- Clarity on the Promissory Note
- Clarity on the 3AC loan
- Clawbacks / Preference Window
Read 5 tweets
Jan 20
1/ After Genesis there was Exodus.

We are entering the next phase of the drama - chapter 11.

@cameron is waging a maximum pressure campaign threatening lawsuits against @BarrySilbert to get a ‘fair deal’ submitted to the court

🧵
2/ @cameron tweet indicates no prepackaged bankruptcy contrary to news yesterday.

Cameron says they are negotiating around then clock.

A mutually agreed plan would create speed, preserve the economic pie, and clarity
3/ First, why was DCG unable to raise equity after a Nov 2021 $10 Bn valuation?

1) $1.1 Bn Promissory Note.

2) DCG liabilities > assets (varies with BTC price)

3) FTX clawback risk on the 3AC loans called in Aug, and

4) @cameron allegations re: fraud

5) DOJ & SEC inquiry
Read 18 tweets
Jan 19
Hey folks - a quick take on FTX exchange re-opening under John Ray (‘No.’). As a fiduciary he has to say he will explore alternatives.

More substantive is the deeper discussion on Genesis Creditors situation.

Starts at 2:30 minute mark…
Thorny issue if investors who bought an unregistered security (loan to Genesis) in violation of securities laws are delivered yet another unregistered security (DCG stock) as part of the solution.

Can’t wait to see that term sheet.
Imagine Gemini Earn retail creditors now getting investor updates from Barry Gilbert. Does Barry want that? No. Do retail creditors want that? No. Would the SEC want that? No. But, the equitable treatment of creditors means investors in the same class have to be treated similarly
Read 4 tweets
Jan 18
1/ A key idea about securities law is being lost in the Gemini & Genesis debate and @cameron’s thread.

You cannot preclear and file an unregistered security with the SEC.

Then it would be a ‘registered security’ - on-file and visible to public with reporting standards…
2/ The standard for a ‘public offering’ of an investment is an S-1 filing (IPOs) - or a Crowdfunding filing (which has more restrictions).

There are limits on how and to whom the security can be marketed to and what must be disclosed and the amount you can raise.
3/ The idea behind an unregistered security is you have the freedom to raise funds for a project and expressly do *not* need regulator approval.

How horrible would universal registration be for entrepreneurship? Imagine the bureaucracy, politicization & centralization?
Read 10 tweets
Jan 14
Why is Bitcoin pumping hard?

I have a good theory…

If you are following closely you already know the answer!

Leave guesses in comments and I will leave answer tomorrow.
There were 3 ‘ground conditions’ in place.

None of these are the catalyst. But they set the stage.

1) record put/call ratios across all markets at end of December
2) Extreme bearishness.

On New Years day - 80% of people are betting on a hard landing instead of a hard morning.
Read 8 tweets

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