B. Riley Advisory Services has been engaged by Professional Technical Security Services, Inc., (“Protech”) Debtor, as its Financial Advisor to conduct the sale process for (i) up to 100% of its stock and/or (ii) its assets under pursuant to Bankruptcy Code section 363 (the “363 Sale”).
Deadline for Offers is August 12, 2022
Virtual Data Room is Now Available to Pre-Qualified Buyers with Executed NDAs
About Protech: Protech is one of the largest regional providers of union-affiliated security services in the San Francisco Bay Area. Protech provides security for some of San Francisco’s most iconic and largest office buildings. The Company has annual revenue of approximately $35,000,000 with 580 full and part-time employees. Protech has been in business for over 20 years under the sole ownership and management of its founder.
The Buildings & Customers: Protech has an extraordinary portfolio of contracts and service agreements to provide security services for approximately 71 downtown San Francisco buildings and 23 office buildings located in Oakland and East Bay. The buildings are highly concentrated in San Francisco’s Financial District. The owners that trust Protech to protect their buildings and tenants include several of the country’s most prestigious families, foreign investors and large real estate investment trusts. The long-term sticky-ness of Protech’s customers is indicative of the high level of customer satisfaction.
Available Net Loss Carry-Forward: One of Debtor’s most significant assets is a roughly $9 million NOL carryover tax credit. To capture the value of this credit, potential purchasers may be interested in acquiring the stock in Debtor rather than its assets through the 363 Sale. The Debtor has indicated its willingness to cooperate in structuring a sale of capital stock to accommodate IRS NOL rules.
The Sale Process and Key Dates: The Sale Process is a two-step process with offers due on or before 5:00 p.m. August 12, 2022. Qualified Bidders, as defined in the Sale Procedure Term Sheet filed with the court, and attached to this memorandum, will have the opportunity to overbid a Stalking Horse during an auction on September 16, 2022.
Stalking Horse: The Debtor will entertain a Stalking Horse bidder with bid protection consisting of a Break-up Fee of $75,000 and an Initial Overbid of $150,000.
Non-Disclosure Agreement (NDA): The approved NDA form is available by contacting Seth R. Freeman or George Demos by email or telephone above. Upon Debtor’s approval of the executed NDA, Buyers will be provided access to the virtual data room (VDR). B. Riley Advisory Services reserves the right to prequalify prospective buyers prior to providing access to the VDR.
Approval of the Bankruptcy Court: Final sale is subject to approval of the Bankruptcy court.
Key B. Riley Advisory Services Contacts:
|Seth R. Freeman
About B. Riley Advisory Services (formerly GlassRatner)
We provide an integrated suite of client-focused financial advisory services as a unit of B. Riley Financial, Inc. (NASDAQ: RILY). Our team comprises award-winning restructuring, valuation, forensic investigations and accounting, litigation support and expert witness services. In restructuring, we serve as CRO’s, Financial Advisors to unsecured creditors committees and fiduciaries, such as Receiver, Assignee and Responsible Party. Clients benefit from a middle-market focused boutique within a large diversified financial services firm, where we can draw on the expertise of investment banking, private equity, venture capital, valuation and asset disposition teams.
Recently, George Demos and Seth Freeman have worked for the Unsecured Creditors Committee of Easterday Ranches, the largest cattle fraud case in U.S. history; and as CRO and the Financial Advisor to the Chapter 7 Trustee in the DC Solar cases, a $2bn Ponzi scheme, the largest fraud case in the history of the Eastern District of California.
DailyDAC™ is the oldest, most trusted, and most widely used provider of public notices of asset sales and case commencements, and other important notices involving companies in financial distress in the United States and Canada. DailyDAC™ public notices are used by bankruptcy trustees, chapter 11 debtors in possession, federal and state court receivers, and secured parties disposing of their collateral under Article 9 of the Uniform Commercial Code or other state law trust (and their respective auction firms, law firms, and other agents). Learn more.
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