Livingstone has sold IPC International Corp to Universal Protection Service for $24 million in cash. The transaction was completed following a bankruptcy auction. Based in Bannockburn, Illinois, IPC is a provider of security solutions for the shopping center industry.
Livingstone is pleased to announce the sale of IPC International Corporation (“IPC” or the “Company”) to Universal Protection Service, LLC, a division of Universal Services of America, Inc. (“Universal”). Universal is the 5th largest security company in the U.S. The sale was consummated pursuant to §363 of Chapter 11 of the United States Bankruptcy Code.
Headquartered in Bannockburn, Illinois, IPC was founded by Howard Kaplan in 1978 as General Investigative Corp. The Company later became IPC International and eventually grew to become the industry leader in mall security staffing with 7,000+ 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 every commonly used security program utilized today in America’s shopping centers.
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, IPC’s security guard operations were sold to Universal for $24.0 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 multi-million dollar fund was 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 include:
• Paul Possinger and Brandon Levitan of Proskauer Rose LLP, 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 LLP, 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
• Wally Brockhoff and Bob Grossman of Lathrop & Gage LLP, special counsel for the Debtor