Selling the Business Through an ABC: Going-Concern Value at Liquidation Speed

The best ABCs are acquisitions wearing liquidation clothing: the business sells intact — brand, team, customers — days into the assignment, at prices dead assets never reach.

What the Law Says

Assignees convey estate assets to buyers by bill of sale, free of unsecured claims and subject to resolved lien arrangements — without bankruptcy’s court-approval process but also without its free-and-clear order. Buyer diligence, lien payoffs and consents, and successor liability planning substitute for the judicial blessing.

How to Navigate It, Step by Step

1. Start the buyer process before the assignment: diligence under NDA during the runway compresses the timeline to days.
2. Structure around the liens: payoff letters and secured-party consents deliver clean title without a court.
3. Address the assumables: contracts, licenses, and leases the buyer needs get consents in the closing checklist.
4. Plan the successor liability edges: taxes, wages, and product lines have follow-the-assets rules to navigate.
5. Close fast — going-concern value decays weekly; speed is the whole point of the venue.

Common Questions

Why would a buyer purchase from an ABC instead of just buying the company?

Price and cleanliness — assets without the entity’s debts, at distressed value, on a timeline bankruptcy cannot match.

Without a court order, how does the buyer know the title is clean?

The assignee’s conveyance plus lien payoffs and UCC searches — the same diligence as any asset deal, executed by professionals who close these weekly.