We choose to do these things not because they are easy, but because they are hard.
Some distressed situations are defined by what you can see: real estate, equipment, inventory. Others are defined by what you can’t afford to lose.
This was the latter.
When Resolute was engaged, the collateral at issue wasn’t sitting in a warehouse or recorded on a deed. It was an international language eLearning platform. A technology-driven, revenue-generating business whose value existed almost entirely in its ability to keep operating.
And it was running out of time.
The engagement was led by Managing Director Spencer Smith, whose experience navigating complex Article 9 transactions would prove critical in a situation where the margin for error was effectively zero.
When the Lights Go Out, the Value Disappears
The company was carrying approximately $20 million in secured debt. External market forces, including shifting trade dynamics and tariffs had materially reduced U.S. companies’ engagement with international partners. As a result, revenue declined, liquidity tightened, and the company’s ability to service its debt became increasingly strained.
What made this situation uniquely risky wasn’t just the size of the exposure, it was the nature of the collateral.
This was a technology platform with limited tangible assets. Auctioning the business in pieces was not a viable option, most of its value was intangible and dependent on the company continuing to operate. If the company ceased operations, the lender wouldn’t be left with machines to auction or property to sell. The core value — customer relationships, proprietary systems, workforce continuity, and going-concern momentum would evaporate almost immediately.
In other words:
There was no safety net.
Delay meant collapse. A misstep meant permanent value destruction.
Why Waiting Wasn’t an Option
By the time Resolute entered the picture, the company and lender had already pursued an extensive marketing process. Interest had been tested. Outcomes had fallen short. Traditional paths were closing.
The remaining options were all difficult:
- Continue operating and hope for improvement while liquidity dwindled
- Shut down and liquidate knowing the lender’s recovery would be severely impaired
- Attempt an Article 9 sale, a process that if mishandled, could undermine the very value it was meant to protect
Article 9 wasn’t the easy choice.
It was the only choice that offered a final opportunity to preserve going-concern value while providing the lender statutory protection under the UCC.
Choosing Precision Under Pressure
Executing an Article 9 sale on a live technology business is not a paint-by-numbers exercise. While Resolute had prior experience executing Article 9 sales involving operating technology platforms, each engagement presents its own risks when continuity is critical.
Every step had to thread the needle:
- Marketing the collateral in a manner that did not spook customers or employees
- Providing proper notice under the UCC without disrupting operations
- Preserving confidence in the platform while transferring control
Move too slowly, and the company would run out of cash.
Move too aggressively, and the business and its value could unravel.
Resolute was brought in to design and execute a process that balanced speed with precision, compliance with continuity, and enforcement with preservation.
Execution Without Collateral Damage
Behind the scenes, success depended on coordination and trust. Management was understandably concerned that required notices could unsettle employees or customers and trigger a loss of confidence at a critical moment.
The company’s management team remained cooperative, providing critical information needed to deliver notices efficiently and accurately. This cooperation allowed Resolute to move quickly while maintaining strict adherence to statutory requirements.
At the same time, the process was carefully structured to ensure that operations continued uninterrupted. Employees stayed in place, customers continued to be served. The platform remained functional because every day it operated was another day value was preserved.
This wasn’t about forcing a sale.
It was about keeping a fragile ecosystem intact long enough for the process to work.
Preserving What Could Have Gone Dark
The Article 9 strategy achieved what few alternatives could:
- Going-concern value was preserved
- Jobs were maintained
- The lender retained statutory cover under the UCC
- A collapsing situation was stabilized long enough to protect recovery
Absent this approach, the company would have exhausted its liquidity and shut down leaving little to recover and no path forward.
The speed, clarity, and disciplined execution of the process were critical to the outcome.
Why We Do The Hard Things
This engagement wasn’t difficult because Article 9 is unfamiliar.
It was difficult because:
- The collateral was intangible
- The business had to remain operational
- Time was the enemy
- There was no margin for error
Resolute was asked to enforce rights without destroying value, to act decisively without triggering collapse, and to execute a legally precise process under real-time operational pressure.
That’s why we took the case.
Not because it was easy.
But because it was hard and because doing it right made all the difference.