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LifeLine Security is acquired as platform for growth, Topspin is equity partner, Barnes Associates advised deal

May 22, 2013. SACRAMENTO, Calif.—Industry veteran Steve Baker, who has served in executive roles at ADT, Monitronics and Westec, announced May 22 that his corporation, GHS Interactive Security, has acquired LifeLine Security and Automation as a platform for growth.

LifeLine uses a year-round door-knocking sales model and is formerly one of Monitronics’ largest dealers. The company has 60 employees who have remained with GHS. Based here, LifeLine also has an office in Emeryville, Calif. GHS has an office in Dallas that is expected to be up and running by the end of June.

GHS will retain all accounts. The plan is to “build a world-class customer service, field service, monitoring service and operating infrastructure,” according to an email from GHS principals. The company plans to expand in existing markets as well as “adjacent geographic markets.”

In an email interview, Baker told Security Systems News, “We can begin with state-of-the-art processes and equipment and go from there. All of our customer accounts will be new, sold and installed by us, and serviced with the best technology and processes available.”

Baker formed GHS recently for the specific purpose of acquiring LifeLine and building a business along with Gordon Johnson and John Fox, the principals of LifeLine.

GHS was formed with equity capital backing from Topspin Partners, which is run by former Honeywell executive Leo Guthart, and recently made an investment in View Systems. GHS declined to disclose the amount of Topspin’s investment, which was led by Topspin partner Steve Lebowitz. GHS also has a $20 million loan facility from the Barclays Private Credit Partners Fund.

Besides Baker, who will serve as president of GHS, the executive team includes Johnson and Fox, who will oversee sales as division presidents; Craig Weingartner, CFO; and John Bergher, VP of marketing and customer care. All members of the executive team are investors in the company.

Michael Barnes, a partner in the consulting and advisory firm Barnes Associates, which specializes in the security alarm industry and co-sponsors the Barnes Buchanan Conference, advised Baker and Topspin.

GHS principals point out in the email that this transaction takes a non-traditional approach to building a company by “acquiring the growth engine and building (rather than acquiring) the infrastructure needed to own and service the accounts.”

Baker called LifeLine an “ultra-high-quality account originator” that operates its year-round sales model with precision. GHS plans to leverage what Baker calls LifeLine’s “sophisticated, high-quality approach to door-to-door sales.”

He also said that LifeLine has “deep roots” in its geographic markets. As GHS expands, it plans to continue with this level of “commitment to the communities served.”

Johnson said that he and Fox “have always had a long-term vision of building a company that both originates new alarm customers and provides them with the long-term services. That is the GHS model.”

Fox said that working as an originating dealer for seven years “has allowed us to be exclusively focused on perfecting the sales and installation side of the business. We have it down. Not only the mechanics of the process, but also how to target our efforts for the best result. … We are ready to roll out our capability into additional markets.”

“As a Monitronics dealer, we were also well schooled in the rigorous quality control and documentation requirements associated with generating quality accounts. This understanding and capability will be very important to GHS moving forward.”

GHS’ challenge, according to Bergher, will be to “build the infrastructure necessary for providing the ongoing services.” He said the team that Baker has assembled is up for that challenge. “We also have the capital necessary to build the best company,” he added.

Les Gold of Mitchell, Silberberg & Knupp, which advised Baker and other buyers on the deal, told SSN that he has “great confidence in Steve Baker and the finance folks who are involved in the deal.”

Barnes said Baker is “the right guy, at the right place, at the right time.” Having GHS’ growth engine in place provides “a much more certain and lower-risk mechanism for generating investor returns than most models.”

Barnes also has a small stake in the business. “I asked Steve Lebowitz if we could take a portion of our fee in shares of the company. Not enough to create any conflicts, but something that would allow us to benefit from what we are sure will be a great success. Luckily, he said yes.”

April 1, 2013. Blick Art Materials, a multi‐channel retailer with 39 locations, has purchased the stock of Utrecht Art Supplies, a 45‐store multi‐channel retailer. Both businesses are leading participants in the art supply industry.

Robert Buchsbaum, Chief Executive Officer of Blick Art Materials and leader of the newly‐combined enterprise, spoke of the transaction “The acquisition of Utrecht gives us a tremendous, well‐established brand and greater geographic reach for our brick and mortar channel. We are very excited to welcome Utrecht employees and customers to the Blick team.”

Topspin Partners LBO Managing Director Steve Lebowitz was equally pleased with the transaction, stating, “We are glad to have achieved a successful exit for our investors and are proud of the business that Utrecht’s employees have helped to build. We are confident that Utrecht will be in good hands as part of the Blick family.”

Consensus Advisors acted as financial advisor to Utrecht.

About Blick Art Materials:

Founded in Galesburg, IL, in 1911, Blick Art Materials (www.dickblick.com) is one of the largest and oldest providers of art supplies in the United States, with 39 retail stores nationwide. Its products cater to the full spectrum of artists — from the youngest child ready to scribble with his or her first crayon to well‐known, gallery‐represented professionals. The company’s extensive selection, competitive prices and superior customer service make Blick the best choice for art educators, students, artists, architects, designers, hobbyists or anyone requiring quality art materials for work or pleasure. A long‐time advocate of art education in the U.S., Blick also provides support of scholastic, collegiate and professional art shows, both financially and through a variety of materials that emphasize the benefits of art education. Blick also supports the communities in which it does business by sponsoring in‐store events, local schools, art leagues and community groups across the country.

Utrecht Art Supplies was founded to give creative professionals the tools, materials and knowledge they need to make the next generation of great art. Their team of working professional artists has the practical knowledge and experience using a wide range of art materials and processes. Launched in 1949 as a canvas importer, today Utrecht Art Supplies serves an international customer base as a manufacturer and retailer. The company currently operates 45 retail locations, publishes an annual ‘big‐book’ catalog (The Resource Guide) and maintains a web store (utrechtart.com), which features the industry’s first brand‐neutral technical helpline, “Ask the Experts”.

Utrecht exclusively produces its own American‐made lines of artists’ colors. The signature brand is made at the company’s Brooklyn, NY workshop by a team of skilled craftsmen, chemists and artists. Utrecht products have been classroom and studio staples for decades, routinely used and recommended by professional artists and educators. For more information about Utrecht Art Supplies and Utrecht Manufacturing Corporation, visit www.utrechtart.com.

Topspin Partners LBO is a Long Island, NY‐based private equity fund that makes control investments in profitable and established lower middle‐market businesses. The firm often invests in sectors such as consumer products, business services, food/beverage, retail, media and security. The team at Topspin LBO has considerable operational expertise and has partnered with management teams in building businesses of varying stages and sizes, both at Topspin and at prior firms. Additional information on Topspin LBO can be found at www.topspinlbo.com.

Media Contact Information
Robert Buchsbaum
Chief Executive Officer
Blick Art Materials
847‐681‐6843

Stephen Lebowitz
Managing Director
Topspin Partners LBO
516‐625‐9400

January 23, 2012. Topspin LBO today announced that it has completed the acquisition of Stagnito Media (“Stagnito” or the “Company”), a rapidly growing business-to-business media company serving the grocery and convenience store industries.

Based in Deerfield, Illinois, Stagnito operates several industry-leading trade publications including CONVENIENCE STORE NEWS, (CSN FOR THE SINGLE STORE OWNER), PROGRESSIVE GROCER, (PG’s STORE BRANDS), THE GOURMET RETAILER, HISPANIC RETAIL 360 and RETAIL LEADER. In addition to print media, the Company maintains two directories and a variety of digital, event and custom media offerings, all serving the grocery and convenience store industries.

With over 40 years of experience, Mr. Harry Stagnito, President and CEO of Stagnito, will continue to lead a highly respected management team with longstanding relationships in the industry. Mr. Stagnito stated, “We are excited to have Topspin as our equity partners. Their expertise in the media industry will be helpful as we consider various avenues for growth.”

“Stagnito Media has brought a successful, new business model to the grocery and convenience store retailing market, and that has been evidenced by its rapid growth during the past couple of years,” said Steve Lebowitz, Managing Director at Topspin LBO. “We especially like the way the Company has developed and integrated its platform of magazines, websites, digital products, events and original research. The Company is a great addition to our portfolio.”

Topspin LBO

Topspin LBO is a Long Island, NY-based private equity fund that makes control investments in profitable and established lower middle-market businesses. The firm often invests in sectors such as consumer products, business services, food/beverage, retail, media, niche manufacturing and security. The team at Topspin LBO has considerable operational expertise and has partnered with management teams in building businesses of varying stages and sizes, both at Topspin as well as prior firms. Additional information on Topspin LBO can be found at www.topspinlbo.com

January 4, 2011. Topspin LBO, together with Gotham Private Equity Partners, L.P., today announced that they have acquired TwoTwenty Records Management, LLC (“Two-Twenty” or the “Company”). In conjunction with this investment, TwoTwenty has acquired two successful regional platform businesses, Storetrieve Inc. in Los Angeles, CA and Arizona Records Storage Centers in Phoenix, AZ. Two-Twenty is also actively pursuing several additional acquisition targets.

Two-Twenty offers outsourced storage, archiving, digital services, and electronic data vaulting, as well as transportation of multiple media types including documents, computer back-up tapes, and film and sound archives.

Two-Twenty was founded by Avishay Levanovsky, a seasoned veteran of the records management industry. Mr. Levanovsky will lead a senior management team that has longstanding relationships and experience in the industry. Mr. Levanovsky stated, “We are thrilled to have Topspin and Gotham as our equity partners. Their expertise in business services will be helpful as we look to grow the Company.”

Leigh Randall, Managing Director at Topspin LBO, said, “This is a great addition to our portfolio. We invested in Two-Twenty because the Company has significant growth opportunities and the right team to capitalize on it.”

Greg Prata, Vice President at Gotham Private Equity, said, “We have been following the RIM industry for years and we are excited to have the opportunity to partner with Topspin and an outstanding management team in building this platform.”

Topspin LBO

Topspin LBO is a Long Island, NY-based private equity fund that makes control investments in profitable and established lower middle-market businesses. The firm often invests in sectors such as consumer products, business services, food/beverage, retail, niche manufacturing and security. The team at Topspin LBO has considerable operational expertise and has partnered with management teams in building businesses of varying stages and sizes, both at Topspin as well as prior firms. Additional information on Topspin LBO can be found at www.topspinlbo.com.

Gotham Private Equity Partners, L.P.

Gotham Private Equity, based in New York, is an independent private equity firm that originates, executes and manages private equity investments in lower-middle market companies in the United States and Canada. Gotham is comprised of a seasoned and cohesive team of investment professionals with significant experience in private equity, M&A and leveraged finance. Additional information on Gotham can be found at www.gothamequity.com.

June 5, 2009. Deal-making in both the health-care and pet-care markets has remained relatively resilient in the recession, as these sectors are seen as more resistant to a downturn than, say, Beluga caviar makers. Now comes a buyout that marries both.

Topspin Partners LBO has bought a division of medical device maker Sanuwave Inc. whose products treat chronic pain and arthritis-related pain in a nonsurgical setting, primarily in horses. The VersaTron product line uses sound waves to trigger an animal’s own repair mechanisms, helping it to heal. It’s been used on more than 250,000 animals.

Richard Effress, the chairman of Pulse Veterinary Technologies LLC, as the company is now known, said its therapy costs between $700 and $1,100, less than the $2,500 to $5,000 cost of surgical alternatives.

“[Pulse] is a whole different animal, so to speak,” said Effress.

The product has also been found to work on smaller animals like dogs, and Topspin and the company’s new management hope to encourage more dog owners to use the product. It sees this as a big market.

“There are many more dogs in the country than horses,” said Leigh Randall, managing director at Topspin Partners.

But the company is ignoring cats, simply because the more flexible felines don’t typically suffer from such health problems.

“They don’t have have the same degree of these (musco-skeletal) problems,” Effress said. “They’re more resilient.”

June 3, 2009. Roslyn Heights, NY – Topspin LBO today announced that it had partnered with Integris, LLC to acquire the veterinary business of SANUWAVE, Inc. The acquired veterinary business will be named Pulse Veterinary Technologies, LLC.

Pulse Veterinary Technologies will focus solely on the veterinary market opportunity, with improved service to the equine market and expansion of the technology into the small animal market. The top selling products of Pulse Veterinary Technologies includes the VersaTron® family of pulsed energy therapeutic products. The VersaTron® is the preferred shock wave device of leading equine practitioners and has been proven safe and effective in more equine studies and clinical trials than any other shock wave system. The use of the VersaTron® in the treatment of musculoskeletal disorders aids in healing by stimulating the body’s regeneration process.

Topspin LBO worked with Integris, LLC an independent sponsor, on the transaction. Integris, LLC is led by Richard Effress, who will become Chairman of Pulse Veterinary Technologies. Prior to Integris, Mr. Effress co-founded and served as Chairman and CEO of MedSource Technologies, Inc., a leading global provider of manufacturing and engineering services and supply chain management solutions to the medical device industry.

Leigh Randall, Managing Director of Topspin LBO, said, “This investment is a great addition to our portfolio. We invested in Pulse Veterinary Technologies because we believe the company has a significant growth opportunity, and has a talented management team to capitalize on the opportunity in the veterinary field. The company has a stable base of business in the equine market, and ample growth opportunities internationally and in the small animal market.”

Mr. Effress stated “This transaction will help grow the VersaTron product family – an extremely safe, efficacious and robust therapy that provides veterinarians an ease-of-use treatment option. The technology is the most studied of all pulsed energy systems in the veterinary field, and the field’s thought leaders are among our many satisfied users and clinician partners.”

Topspin LBO

Topspin LBO is a $132 million, Long Island, NY-based private equity fund that makes control investments in profitable and established small businesses. The firm often invests in sectors such as consumer products, niche manufacturing, food/beverage, retail, business services, and security. The team at Topspin LBO has considerable operations expertise and has partnered with management teams in building businesses of varying stages and sizes, both at Topspin as well as prior firms. Additional information on Topspin LBO can be found at www.topspinlbo.com.

Pulse Veterinary Technologies, LLC

Pulse Veterinary Technologies, LLC, located in Alpharetta, Ga., is a privately held company which develops and markets innovative, non-invasive therapies for the veterinary market. The company’s principal technology is the VersaTron® family of products for the management of a variety of musculoskeletal disorders causing chronic pain and lameness. For more information, please visit www.pulsevet.com.

January 28, 2009. Roslyn Heights, NY – Topspin LBO today announced that it has completed the acquisition of Hart Systems, Inc. from the company’s founders, Harvey and Jared Goldsmith.

Hart Systems is a leading provider of inventory counting equipment and services to retailers, primarily in the U.S. and Canada. The company, based in Hauppauge, New York (Long Island), owns a fleet of mobile scanning devices that its customers use to count store inventories. The company also provides the supporting infrastructure and various reporting capabilities as part of its service.

Topspin LBO completed the transaction with financing from Brookside Mezzanine Partners, an affiliate of The Brookside Group that provides debt to small‐ and mid‐sized companies seeking long‐term capital. The Goldsmith family reinvested a portion of their equity into the transaction.

Harvey Goldsmith, co‐founder of Hart Systems, stated, “We built this company over many years and wanted to sell it to a group with the capabilities to ensure its continued growth. Topspin has significant retail and operations expertise, and I am very pleased to have ultimately partnered with them.”

Steve Lebowitz, Managing Director of Topspin LBO, said, “This investment is a great addition to our portfolio. Harvey and Jared have created a great business, and considerable opportunity remains. We look forward to working with the team to expand Hart’s leadership position within the industry.”

Topspin LBO

Topspin LBO is a $132 million, Long Island, NY‐based private equity fund that makes control investments in small businesses with $15 million to $75 million of revenues. The firm often invests in sectors such as consumer products, retail, security, media and publishing, business services, and niche manufacturing. The team at Topspin LBO has considerable industry operations expertise and has partnered with management teams in building businesses of varying stages and sizes, both at Topspin as well as prior firms. Additional information on Topspin LBO can be found at www.topspinlbo.com.

December 15, 2008. Roslyn Heights, NY – Topspin LBO today announced that it has completed the acquisition of a majority stake in IDS Sports from the company’s founding partners, Joseph Savas and Nick Worrell. IDS, a sports nutrition company based in Oviedo, Florida, sells a portfolio of nutritional products through GNC, Vitamin Shoppe, Vitamin World and a variety of distributors and on‐line retailers. IDS’ biggest selling and fastest growing product is New Whey Liquid Protein, the ultimate in convenient protein supplementation. New Whey contains 42 grams of protein with no sugar or fat in less than three and a half ounces.

Mr. Savas and Mr. Worrell will remain with the company as Executive Vice Presidents of Marketing and Operations respectively. Both have significant experience in the nutritional industry and together have launched several innovative new products. They will report to the company’s new CEO, David Dixon. Mr. Dixon brings extensive strategic marketing, brand building, and management experience having been a senior marketing executive at Miller Brewing Company as well as having successfully run an international beverage and distribution company. Mr. Savas stated, “We are thrilled to have Topspin as our new partners and Dave as our new CEO. Their experience in retail and consumer packaged goods will be extremely helpful as we look to take the company to the next level.”

Added Mr. Dixon, “I am extremely excited to join the IDS Sports team and look forward to helping accelerate the outstanding growth the company has achieved over the last several years.”

Leigh Randall, a partner at Topspin LBO, said “IDS is an outstanding addition for our fund. The company has significant momentum and we look forward to working with Dave, Joe, Nick and the IDS team in maintaining and building on it.”

Topspin LBO

Topspin LBO is a $132 million, Long Island, NY‐based private equity fund that makes control investments in small businesses with $15 million to $75 million of revenues. The firm often invests in sectors such as consumer products, retail, security, media and publishing, business services, and niche manufacturing. The team at Topspin LBO has considerable industry operations expertise and has partnered with management teams in building businesses of varying stage, size and sector, both at Topspin as well as prior firms. Additional information on Topspin LBO can be found at www.topspinlbo.com.

June 30, 2008. Topspin Partners LBO (“Topspin LBO”), a leading investment firm focused on the lower middle market, announced today that it has closed a new $132 million equity fund, exceeding its initial target of $100 million. The new fund is the successor to the buyout practice of Topspin Partners, a fund formed in 2000.

“We appreciate the strong support we have received from our investors, allowing us to exceed our target,” said Leigh Randall, Managing Director. “We plan to continue our disciplined investment approach, seeking strong companies with good earnings visibility in sectors that we know and understand,” he said.

Topspin LBO seeks to partner with management teams in acquiring businesses. “We bring a significant level of experience and contacts to bear to the businesses we buy,” said Stephen Lebowitz, Managing Director. “At the same time, we believe firmly that management teams are best positioned to drive a company’s growth, so we are best off letting them do their jobs,” he added.

Topspin Partners LBO

Topspin Partners LBO is a private equity firm based in Long Island that acquires lower middle market companies across the continental United States. The firm acquires controlling interests in companies with $2‐7 million in EBITDA and a consistent record of earnings growth and visibility. Industries of interest include consumer products, retail, restaurants, food and beverage, media and publishing, niche manufacturing, and security. The firm follows a value‐oriented investment philosophy and takes a long‐term approach to managing investments. More information on Topspin LBO can be found at www.topspinlbo.com.

September 10, 2007. Roslyn Heights, NY – Topspin LBO today announced that it has completed the acquisition of Utrecht Manufacturing Corporation (“Utrecht”) from Brynwood Partners.

Utrecht is a leading multi‐channel retailer of art supplies, with 35 stores nationwide. The company also sells its own brand of paints, canvas, and other art products, which are found exclusively at Utrecht locations and select independent dealers. Utrecht represents the first investment out of Topspin LBO’s recently‐raised $115 million+ buyout fund.

George J. Muench, President and CEO of Utrecht, will remain with the company under its new ownership. He stated, “We are very excited about the opportunity to continue building the Utrecht brand with our new partners. Topspin’s experience in retail and consumer products will be helpful as we consider various avenues of growth.”

Steve Lebowitz, Managing Director of Topspin LBO, said, “This investment is a great way to start off our new fund. The business has significant momentum, and we look forward to working with George and his team in maintaining and building on it.”

Hendrik Hartong, Jr., Senior Managing Partner of Brynwood Partners said: “We are happy with the sale of Utrecht to Topspin LBO. Utrecht is a great franchise and has a strong future with its new owners.”

Madison Parker Capital, a Boston‐based boutique merchant bank, partnered with Topspin LBO on the transaction and made an equity co‐investment in the company.

Topspin LBO

Topspin LBO is a Long Island, NY‐based private equity fund that makes control investments in small businesses with $15 million to $75 million of revenues. The firm is generalist in approach but often invests in sectors such as consumer products, retail, security, media and publishing, business services, and niche manufacturing. The team at Topspin LBO has considerable industry operations expertise and has partnered with management teams in building businesses of varying stage, size and sector, both at Topspin as well as prior firms. Additional information on Topspin LBO can be found at www.topspinlbo.com.