UCC3 Financing Amendment and Termination Statements: Avoiding Loss of Lien Perfection or Priority
A Form UCC3 is used to add or change information regarding the collateral or the parties on the initial financing statement and record continuations, assignments, and terminations. These amendments are made in a proactive effort to preserve the secured party's priority position.
While seemingly straightforward, amending a UCC financing statement can be fraught with hidden risks and pitfalls that may not achieve the secured party's desired result, or worse, can jeopardize the secured party's lien or priority.
Competing creditors in bankruptcy litigation scrutinize UCC3 statements, as illustrated during the 2014 GE bankruptcy with JP Morgan's $1.5 billion loss due to an inadvertent error in a termination statement. While this case is an extreme example due to the extraordinary amount of the lender's loss, the scenario itself is prevalent.
Jason I. Miller, Member at Otterbourg and Jeffrey A. Wurst, Partner at Armstrong Teasdale, will brief counsel on the proper use of UCC3 financing amendment and termination statements, identify potential pitfalls that can result in the lender's loss of secured interest or priority of lien, and offer best practices for secured parties to avoid unnecessary risks and costly mistakes.
The panel will review these and other relevant issues:
- When are amendments to UCC financing statements required, and when are they not necessary?
- What circumstances require a secured lender to file a termination statement?
- What are the most common pitfalls in filing UCC3 financing statements, and how and when can lenders correct mistakes?