M&A Post-Closing Technical Aspects
As an iGaming M&A advisor who has shepherded dozens of regulated-gaming exits, I treat the weeks after closing with the same intensity as the run-up to signing. Three areas deserve particular attention: secured-interest upkeep, residual lease liabilities, and the survivability of seller notes once an entity is wound down.
| Post-Closing Task | Why It Matters | Time Frame / Deadline | Practical Tip |
|---|---|---|---|
| Renew UCC-1 filing | A lapsed filing turns your perfected security interest into an unsecured claim. | Financing statements lapse 5 years after the original filing; continuation must be lodged within the 6-month window before expiry. | Calendar the lapse date at closing and ask your corporate agent to file the continuation automatically. |
| Monitor lease guarantee | Most commercial guarantees survive assignment, exposing you if the buyer defaults. | Until the landlord issues a formal release—often years. | Request monthly rent ledgers from the landlord for the first 12 months; escalate if any arrears appear. |
| Preserve note enforceability after dissolution | A dissolved entity’s assets go into trust; creditors can challenge distributions and delay recovery. | State “survival” statutes vary (3-5 years common). | Before filing articles of dissolution, prepare a closing balance sheet and board resolution that assigns the promissory note to you personally. |
Narrative Guidance (fewer bullets, same length)
Renewing UCC liens is not an administrative nicety—it is your only lien on the buyer’s assets once regulatory escrow closes. Because UCC-1s lapse every five years, diarise the continuation window immediately and delegate the filing to a service that issues automatic reminders. Failing to do so could subordinate you behind subsequent secured lenders.
Even when the gaming licence, player databases, and PAM platforms have transferred, you may remain personally on the hook for the property lease that houses the operations team. Landlords rarely waive legacy guarantees without substitute credit, so keep an open channel: a friendly quarterly call or a request for rent statements lets you spot stress early and, if necessary, step in with a cure payment before a default ripples into the licence.
Finally, many sellers dissolve the old holding company for tax efficiency. Do so only after carving out the seller-financing note. Courts dismiss enforcement actions when the claimant cannot show chain-of-title or compliance with dissolution statutes. Retain the final tax return, liquidation plan, and an assignment of the note in your personal name or a family trust—these documents will be exhibit A if you need to sue.
Pros and Cons of Each Approach
Pros:
- Proper UCC renewal preserves senior lien status;
- Ongoing landlord dialogue reduces default surprise;
- Structured dissolution can cut franchise or state taxes.
Cons:
- Missed UCC continuations revert you to unsecured status;
- Continuing guarantees tie up personal credit capacity;
- Premature dissolution may delay or jeopardise note enforcement.
Frequently Asked Questions
Q 1 – How early can I file a UCC continuation?
A continuation filed more than six months before the lapse date is ineffective; file within that window to add another five-year term.
Q 2 – Can the landlord be compelled to release my guarantee?
Only if the lease or a separate novation requires it; absent that, the release is a commercial negotiation, not a legal right.
Q 3 – What evidence proves I own the note after dissolution?
Produce the board resolution assigning the note, the plan of liquidation, and the certificate of dissolution stamped by the Secretary of State; together they establish standing under most state survival statutes.
