Daily News: December 9, 2013

Livingstone Facilitates IPC Sale to Universal Protection Services

Livingstone announced the sale of IPC International to Universal Protection Service, pursuant to §363 of Chapter 11 of the U.S. Bankruptcy Code.

After experiencing tightened liquidity due to a number of industry factors, Livingstone was retained as the company’s investment banker in 2012 to conduct a comprehensive sale process. After strong interest and offers from a number of strategic and financial buyers, IPC entered into a stalking horse purchase agreement with Universal and filed for Chapter 11 Bankruptcy protection in the U.S. Bankruptcy Court for the District of Delaware in August 2013.

Following a competitive bankruptcy auction at which Universal prevailed as the successful bidder, the bankruptcy court approved the sale. IPC’s security guard operations were sold to Universal for $24 million cash plus the assumption of certain liabilities while the estate retained all principal balance sheet assets including accounts receivable, prepaid assets and real estate. In addition, a multimillion dollar fund is being established to service general liability claims for IPC customers that signed amended customer contracts.

“Universal is one of the fastest growing companies in the security industry and IPC — as the industry leader in shopping mall security solutions — is a perfect strategic fit,” said Livingstone partner Joseph Greenwood.

Other professionals involved in the transaction included: Paul Possinger and Brandon Levitan of Proskauer Rose, counsel for the debtor; Michael Silverman, Constadinos Tsitsis and Ryan Perrone of Silverman Consulting, financial advisor for the Debtor; John Sieger of Katten Muchin Rosenman LLP, counsel for the senior lender; Brad Sandler and Teddy Kapur of Pachulski, Stang, Ziehl & Jones, counsel for the Official Committee of Unsecured Creditors; Jim Fox of GlassRatner, financial advisor for the Official Committee of Unsecured Creditors; Jeremy Ryan of Potter Anderson & Corroon LLP, local counsel for the debtor; and Wally Brockhoff and Bob Grossman of Lathrop & Gage, special counsel for the ddebtor.

Bannockburn, IL-headquartered IPC was founded by Howard Kaplan in 1978 as General Investigative Corp. The company later became IPC International and eventually grew to become an industry leader in mall security staffing with 7,000-plus employees generating annual revenue in excess of $200 million at its peak. IPC is widely recognized for revolutionizing the shopping center security industry by pioneering commonly used security programs utilized today in America’s shopping centers.

Santa Ana, CA-headquartered Universal Services of America employs hands-on, highly experienced management teams and continuous training to deliver consistent, high-quality security solutions. Universal is made up of four unique divisions: Universal Protection Service, which offers a wide range of security professionals for commercial properties of every type; Universal Building Maintenance, which specializes in green cleaning services for every kind of facility; Universal Security Systems, which provides full-service security systems; and Universal Fire/Life Safety Services, which offers all aspects of emergency preparation.