UCC Article 9 secured-creditor sales — the cleanest, fastest available path for senior secured lenders to monetize collateral when the debtor cannot or will not consent to a structured wind-down.
Under Article 9 of the Uniform Commercial Code, a secured creditor who has perfected its security interest may, upon default, sell the collateral in a commercially reasonable public or private sale. The buyer takes free and clear of subordinate liens. The process can be completed in 30–60 days when properly structured.
An Article 9 sale is fast — but it is also legally fragile. A subordinate creditor who can credibly attack the sale as commercially unreasonable can derail it for months. The defense is process: documented marketing, defensible pricing, and a clear chain of evidence.
The Buyer Graph generates a documented contact list. Outreach is logged. Bids are tabulated. Negotiations are time-stamped. The complete marketing record is archived and produced on demand if the sale is later challenged.
The Valuation Engine produces a contemporaneous valuation memo at the time of sale — anchored on Trademarkia portfolio data, USPTO transactions, and recent comparable sales. Subordinate creditors challenging the price meet a documented, AI-grounded record.
Article 9 notice obligations vary by collateral type, debtor type, and state. The Compliance Engine ensures every required notice is sent on time, in the form required by the applicable UCC section, with proof of service archived.
We confirm the secured creditor's perfection (UCC-1, control agreements, or possession), default status, and the applicable notice obligations. Statutory notices are issued to the debtor, subordinate lienholders, and other parties entitled to notice.
The Buyer Graph generates a target list. NDAs are issued. A virtual data room opens. Indications of interest are collected and tabulated. Bid procedures are finalized — public auction, private sale, or hybrid — depending on collateral type and market depth.
On the noticed sale date, the highest commercially reasonable bid is accepted. A bill of sale is executed. UCC-3 termination statements are filed for the foreclosed liens. The buyer receives clean title.
Sale proceeds are applied first to costs of sale, then to the secured creditor's debt, then to subordinate lienholders in priority order, then to the debtor. Final accounting is delivered to all parties entitled to it.
Article 9 foreclosure sales are the right path when:
Article 9 is not the right tool when there are multiple creditor classes that need to be paid in priority, when the asset value is genuinely uncertain (a structured ABC sale produces better data on market value), or when the operating business needs to continue during sale (an Operating ABC is better suited).
Article 9 engagements are typically engaged by the senior secured creditor, not the debtor. Our fee structure reflects the leaner scope: a defined sale, on a defined timeline, against a defined collateral package.
Graveyard.vc was founded by Raj Abhyanker, who grew up in a family retail business in Phoenix and finished college and law school only after that family business wound down. He has launched dozens of companies since — and built this practice around the conviction that founders facing a wind-down deserve someone who has lived both sides of it. Read Raj's full bio →