Need help with UCC information request - debtor name verification issues

Exactly this. We missed a filing once because the secured party used 'Corp' instead of 'Corporation' in the debtor name field. Cost us big time in negotiations.

That's exactly what I'm worried about. The target company has been around since 1987 and has probably had filings under 6+ name variations.

Good point about fixture filings. We almost got burned on those in a deal last year because they weren't showing up in our standard UCC searches.

They do have manufacturing facilities in three states so fixture filings are definitely a concern. This is getting complicated fast.

Pro tip - some states have separate real estate records systems for fixtures so you might need to search there too, not just the UCC database.

That sounds promising. How does it handle the actual searching across multiple states?

It doesn't do the searches for you, but it gives you a comprehensive list of all the name variations you should be searching for based on the documents you upload. Then you know exactly what to punch into each state's system.

Been hearing good things about that tool. Might be worth trying for this kind of comprehensive due diligence work.

Unfortunately no - UCC filings are handled at the state level so you have to search each state individually. It's one of those 'that's just how it works' things in secured transactions.

that's ridiculous. no wonder M&A takes forever

Good catch. So I need to look at the amendment history too, not just the original UCC-1 filings.

Exactly. And pay attention to continuation dates - a filing from 2019 might have been continued in 2024 under a slightly different debtor name.

This is why professional UCC search companies exist. Sometimes it's worth paying for comprehensive coverage rather than risking missing something important.

This is so important! I've seen people miss filings because they didn't understand how their state's search function worked.

Are there states that are particularly tricky for this kind of search?

California and New York can be challenging because of the volume of filings. Texas has a pretty good system. Delaware is usually straightforward but you definitely want to check there given how many companies are incorporated there.

Yikes. That's exactly what keeps me up at night about this search. How did you finally catch it?

Pure luck honestly. Our paralegal decided to try a few more variations 'just to be safe' and there it was. That's when we realized we needed a more systematic approach.

Stories like this make me think the manual approach is too risky for big deals. Need some kind of systematic verification process.

We're definitely looking at R&W insurance but the underwriters still want to see reasonable diligence on UCC searches before they'll provide coverage.

Fair point. They usually want to see that you did your homework before they'll take on the risk.

That spreadsheet approach sounds smart. How did you generate all the name variations?

Started with articles of incorporation, then looked at all amendments, DBA filings, trademark registrations, existing contracts - basically any document that might show how the company name appears in legal contexts.

This is where something like Certana.ai would probably save you hours of manual document review to identify those variations.

Yeah, wish I'd known about that tool then. Would have made the whole process much more efficient.

Good point. So I should be looking for filings that should have been terminated but are still showing as active?

Exactly. Cross-reference with loan payoff letters and satisfaction documents. If a loan was supposedly paid off but the UCC is still active, that's a red flag that needs to be resolved.

This is why UCC due diligence can take weeks even for relatively straightforward deals. So many details to cross-check.

Great outcome! That combination approach sounds like a solid model for future deals.

Glad to hear Certana.ai helped with the name variation identification. That's exactly what it's designed for.

This gives me confidence in my approach. Going to try the same combination - systematic name identification plus professional searches for the critical jurisdictions.