§ VI — Managed Liquidations

The lights stay on,
but only as long
as it pays.

Operating wind-downs that keep a business running long enough to maximize asset value — service contracts honored, customers transitioned, and IP sold as a going concern rather than a liquidation lot.

Sometimes the highest-value path is not an immediate shut-down. A SaaS company has six months left on its annual contracts; an inventory-heavy business has $3M of stock that liquidates for 12¢ on the dollar fire-sold but 60¢ on the dollar sold to existing customers; a hardware company has open service obligations that — if abandoned — destroy the customer goodwill that makes the IP saleable.

Run it just long enough
to preserve the value.

Managed liquidation is the discipline of running a dying company profitably through its last quarter — paying go-forward costs from go-forward revenues, honoring contracts, protecting customer goodwill, and selling the assets to a buyer who values continuity over a fire-sale.

Operating Cash Model

Daily cash visibility.

Live cash forecast modeled on the Live Ledger. Every dollar of go-forward AR, every dollar of go-forward AP, and every operating expense — visible and projected daily so the wind-down terminates the moment cash flow turns negative.

Customer Communications

Transitions, not abandonment.

Customer-by-customer transition plans drafted via the Document Mill. Notice letters, renewal-window communications, contract-assignment paperwork, and refund mechanics — all coordinated so that customer goodwill remains an asset on the closing balance sheet.

IP-as-Going-Concern

Sold operating, not idle.

An idle patent is worth substantially less than the same patent attached to a working product, an active customer base, and an ongoing engineering team. Managed liquidations preserve the going-concern envelope long enough to sell the IP at going-concern value.

Process

How a managed liquidation
actually runs.

01.

Cash-runway model & consent.

We model the operating-runway window — typically 60–180 days — during which the business throws off enough cash to cover its own go-forward costs. Secured creditor consent is obtained where applicable. The Board agrees to the operating window.

02.

Continuity protocol.

Key employees retained on temporary assignments. Critical vendors paid go-forward. Customers notified of the wind-down with clear transition options. Service-level commitments honored. Engineering, support, and operations continue as needed.

03.

Sale in motion.

While operations continue, the Buyer Graph engages strategic buyers and acqui-hire partners. Buyers see a working product, an active customer base, and a willing engineering team — not a stack of patents in a folder. Going-concern value is preserved through the sale.

04.

Wind-up & final transition.

On the agreed date — or earlier if cash flow turns negative or a buyer closes — the operating phase ends. Remaining assets are transferred (typically via ABC or Article 9). Final customer transitions complete. Lights out, cleanly.

When this fits
SaaS w/ contracts
Inventory-heavy
Hardware w/ service
Continuity matters

When managed liquidation is the right tool.

SaaS companies with annual contracts. Customers paid for 12 months and only 4 have been delivered. Abandoning the contracts triggers refunds, destroys customer goodwill, and prevents any acqui-hire. Continuing operations for the contract tail produces $X of revenue at $Y of cost, plus an asset-sale outcome that wouldn't otherwise exist.

Inventory-heavy businesses. $3M of inventory that fire-sales for $360K and orderly-sells for $1.8M. The orderly sale requires four months of operations, customer outreach, and structured liquidation. Managed liquidation captures the spread.

Hardware companies with service obligations. Three thousand customers with active warranty or service contracts. Abandoning them invites litigation, destroys brand value, and ensures the IP sells at scrap. Honoring them — even at a loss — preserves the IP value at multiples of the service cost.

The fiduciary question.

A managed liquidation, like an Operating ABC, requires that the Assignee remit payment for go-forward services and product as obligations accrue. The Assignee acts in a manner consistent with its fiduciary obligations only if the operating decision genuinely produces a higher recovery for creditors than an immediate shut-down. We model that decision before we recommend it — and we document the model in the Live Ledger so the choice is defensible to creditors, the secured lender, and the court (if applicable).

What we monitor daily.

  • Cash flow. The moment go-forward operations turn cash-negative, the operating phase ends. No exceptions.
  • Customer attrition. Faster-than-modeled attrition compresses the timeline; slower-than-modeled attrition extends it.
  • Buyer interest. The Buyer Graph reports daily on outreach status. A confirmed buyer accelerates wind-up; lack of buyer interest accelerates the alternative path.
  • Inventory and AR. Recovery on inventory and accounts receivable is monitored daily. A deviation triggers reassessment of the operating window.
Fee Structure

Operating fees
+ recovery bonus.

Managed liquidations are operationally intensive. The monthly fee covers active management; the recovery bonus is calculated on the difference between modeled liquidation value and actual sale value. We earn our keep when the spread materializes.

  • Monthly operating fee$25,000–$60,000
  • Recovery bonus6% of incremental value
  • Hourly supportCapped
  • Tailnone

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 →

Run it cleanly, until it makes sense to stop.