http://www.bariston.com/rep_investments.html

Coastal Security Systems, Inc.

Coastal Security Systems, Inc. (Coastal), based in Boca Raton, Florida, is a leading provider of security alarm monitoring and related installation services in south Florida and third party monitoring services nationally.  Coastal monitors over 145,000 accounts throughout the United States and its monitoring central station is one of the largest in Florida.  The Company has achieved consistent and steady growth through high quality service and effective marketing.  It has been under the same management for over twenty years.

BP worked with Coastal’s existing management to structure and implement an orderly re-capitalization of the business in 2002.  BP arranged and negotiated approximately $25 million of senior debt and preferred stock to complete the transaction.  There was no change in Coastal’s management team. Coastal has continued its steady internal growth and has completed several acquisitions since 2002.  BP was an equity owner in Coastal.  Chris Needham served on the Board of Directors.

In November 2005, Coastal was sold to a strategic buyer for $50.4 million, resulting in a significant cash return and IRR for Bariston and its co-investors.

Commonwealth Business Media, Inc.

Commonwealth Business Media, Inc. (CBM) is the leading provider of dedicated information products and services, including customized and proprietary data, magazines, directories, references, newsletters, and online services, to the international trade and transportation industry of North America.  CBM, based in East Windsor, New Jersey, was formed by BP to acquire, from PRIMEDIA, Inc., the assets of the PRIMEDIA Directories Group.

BP initially provided the capital to CBM to fund the required acquisition deposit, as well as all transaction expenses.  BP negotiated the purchase with PRIMEDIA and the employment and equity participation arrangements with the management team, while also arranging the financing required to complete the initial $34 million acquisition.  The extensive experience of the CBM management team in integrating acquired properties has been an important component of the success of the Company. 

Subsequent to the original transaction, BP has worked very closely with CBM's management to complete three important strategic add-on acquisitions and two recapitalization financings.

In November 2001, BP assisted CBM's management team in the acquisition of a large competitor, The Journal of Commerce, from the Economist Group, PLC.  BP assisted in purchase negotiations and arranged a recapitalization of CBM aggregating approximately $60 million.  Then, in June 2002 with BP’s assistance, CBM acquired Trade Inc., a strategic add-on for the Company's PIERs database business. 

On December 31, 2003 CBM completed a $55 million recapitalization financing in which the Company entered into a new $45 million senior bank facility and issued $10 million in senior subordinated notes.  Bariston actively advised CBM’s management in this transaction.  In March 2005, BP assisted the Company in the completion of its acquisition of BACK Aviation Solutions, a leading provider of aviation and air transportation information.  On a combined basis, CBM now has annual revenues of approximately $60 million and a dominant position in its core trade and transportation markets.

In July of 2006, Commonwealth was sold to United Business Media, plc, a publicly traded strategic acquirer based in the United Kingdom.  United Business Media retained all of CBM’s executive management team.  The purchase price was $152 million generating a substantial cash on cash return and very attractive internal rate of return for CBM’s equity investors.

Guardian Security Holdings, Inc.

Guardian Security Holdings, Inc. d/b/a Ackerman Security Systems (Ackerman), based in Atlanta, Georgia, is a leading security alarm monitoring service provider in the Greater Atlanta market.  Since its founding in 1992, the Company has grown from 674 accounts to over 28,000.  The Company’s commitment to service and quality has enabled Ackerman to develop one of the strongest security alarm brands in the greater Atlanta market and to successfully compete with both local and national competitors. Ackerman’s website is www.ackermansecurity.com.

The Company generates its revenues from (i) selling and installing security alarm and ancillary systems and services, (ii) monitoring customer systems (RMR) out of its own Underwriters Laboratories (U.L.) certified central station, and (iii) servicing customer systems.  Ackerman generates revenues from both residential and commercial account accounts. 

The Company’s range of products include custom-designed residential security monitoring systems to highly customized integrated commercial security solutions, including interactive remote video, off-site video storage and archiving, access control with video badging, and fire security systems.  In addition to these core services, the Company also has available home theatre systems, whole-house audio systems, lighting control systems, home automation systems and structured wiring.

BP worked with existing Ackerman management and with the founders of the Company to structure and implement an orderly transfer of ownership and to recapitalize the business. Together with Bruce Turry, Ackerman’s CEO, and other members of the senior management team, BP formed an acquisition company and negotiated a binding purchase agreement.  BP also negotiated employment arrangements with Ackerman’s senior management team. BP then arranged and negotiated the private placement of over $35 million of senior debt and preferred stock commitments to complete the transaction. BP is an equity owner in Ackerman.  Chris Needham is a member of Ackerman’s Board of Directors.

HCPro Holdings, Inc.

HCPro Holdings, Inc. (HCPro), based in Marblehead, Massachusetts, is an industry leader in healthcare publishing and consulting.  Revenues have grown at a compound annual growth rate of approximately 18% since 1998.  HCPro has become the most extensive provider of need-to-know information on regulatory compliance in the healthcare industry.  HCPro’s website is www.hcpro.com.

HCPro provides information in a variety of formats including newsletters, books, videos, CDs, audio conferences, and e-learning.  The Company’s customer universe includes more than 190,000 U.S. facilities comprised of hospitals, assisted living, physician offices, the government and other healthcare-related organizations.  HCPro’s products and services are used by administrators, managers, and senior medical staff at these facilities.

The Company currently offers 47 monthly regulatory newsletters, 275 book titles, 98 videos, more than 125 audio conferences annually, 105 e-learning education products, 28 annual seminars, and over 3,000 consulting days in the field.  HCPro’s consultants provide services related to mission critical issues, such as accreditation, credentialing and privileging, patient safety, and external peer review. 

BP worked with existing HCPro management and with the founders of the Company to structure and implement an orderly transfer of ownership and to recapitalize the business.  Together with Bruce Guzowski, HCPro's CEO, BP formed an acquisition company and negotiated a binding purchase agreement as well as compensation and employment arrangements with HCPro's senior management team.  BP then arranged and negotiated the private placement of $37.5 million of senior debt, subordinated debt, and preferred stock.

In March 2005, HCPro completed a $27 million recapitalization of its existing senior and subordinated debt facilities.  The new senior debt facility provides for increased financial flexibility and funding for additional acquisitions.  Bariston served as HCPro’s advisor.

BP is an equity owner in HCPro.  Martin Madden is a member of HCPro's Board of Directors.

Health Watch Holdings, Inc.

Health Watch Holdings, Inc., (Health Watch), based in Cherry Hill, New Jersey, is the second largest provider of personal response systems (“PRS”) and monitoring services in the United States.  The PRS industry serves the needs of medically at-risk elders and disabled individuals who wish to remain in their own homes.  Health Watch’s technologically-advanced PRS enables individual subscribers to transmit a distress or other healthcare-related signal to its central monitoring station in Boca Raton, Florida, which then communicates with the subscriber and notifies emergency response agencies and/or family members when required.  Health Watch’s website is www.health-watch.com.

Health Watch was organized by BP and existing Health Watch management to acquire certain assets of Response USA, Inc. (“Response”) and all of the equity interests of Response’s four operating subsidiaries.  BP provided capital to fund the required deposit upon execution of the purchase agreement, as well as the transaction expenses.  BP subsequently raised approximately $32.6 million of senior debt, subordinated debt, and preferred stock to finance the transaction in May 2004.  BP is an equity owner in Health Watch.  Chris Needham is a member of Health Watch’s Board of Directors.

Moose River Publishing

Moose River Publishing (MRP) publishes six controlled circulation magazines servicing the turfgrass, landscaping and agricultural industries.  The largest publication is Turf Magazine, a monthly publication with a circulation of 65,000.  It represents 65% of MRP’s total annual revenues.

MRP, based in St. Johnsbury, Vermont, was formed as an LLC, to acquire the assets of the predecessor company from its founders.  BP initially provided the capital to MRP to fund the required deposit, as well as all transaction expenses.  BP worked with existing MRP management to structure and implement an orderly transfer of ownership, and arranged and negotiated a $3.8 million private placement of senior debt and preferred equity.  Upon completion of the acquisition, management received significant equity ownership of MRP.  In May 2003 and November 2004, BP assisted the Company in completing two refinancings, allowing MRP to redeem its preferred stock and provide for two significant dividend distributions to its shareholders which totaled 3.7x their original investment.  BP was an equity owner.

In December 2005, Bariston managed the sale of a controlling interest in MRP to a private equity firm at an attractive enterprise valuation.  This resulted in a significant cash return and IRR to MRP’s owners, including Bariston.

 

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