LOS ANGELES, CA--(Marketwire - Oct 12, 2011) - [ Imperial Capital, LLC ] announced that it served as the exclusive financial advisor to Jacobs Trading Company ("Jacobs Trading" or the "Company") in its sale to Liquidity Services, Inc. (NASDAQ: [ LQDT ]) ("Liquidity Services"). Jacobs Trading is a provider of remarketing and reverse logistics solutions with an over 20-year track record of service excellence to Walmart and other leading Fortune 500 retailers and consumer goods manufacturers.

"This transaction demonstrates Imperial Capital's expertise across various industries and our Consumer Group's knowledge and extensive relationships at all levels of the retail and consumer product sector," said [ John E. Mack III ], Managing Director and Co-Head of Investment Banking at Imperial Capital. Minneapolis-based [ Jim D'Aquila ], Managing Director, added, "Jacobs Trading was a logical acquisition for Liquidity Services given Jacobs Trading's long-term relationship with Walmart as well as other major retailers and consumer goods manufacturers."

Irwin Jacobs, Chairman of Jacobs Trading, called the sale a win-win and said it "gives the Company an opportunity to grow."

Bill Angrick, Chairman and CEO of Liquidity Services, said, "The acquisition of Jacobs Trading is perfectly aligned with our strategy of creating a diversified, $1 billion growth business and further penetrating the $60 billion U.S. retail market opportunity for our services. We believe that Jacobs Trading is a natural complement to our organization and a winning proposition for Liquidity Services' and Jacobs Trading's growing network of Fortune 500 clients and buying customers. In addition to expanding our existing, strong relationship with Walmart, this strategic combination will enable our respective clients and buying customers to utilize a broader array of innovative value-added services, sales channels and distribution center locations to save costs, improve cycle times and accelerate sustainability initiatives within the retail supply chain. The complementary strengths of Jacobs Trading will enhance Liquidity Services' position as the leading reverse supply chain solution for Fortune 500 retailers and manufacturers of consumer goods."

Terms of the deal include upfront consideration of $140 million, consisting of $80 million in cash, $40 million in a seller promissory note and $20 million in Liquidity Services' common stock, based on the average closing price during the 10 trading days prior to the executed definitive purchase agreement. The transaction also includes additional contingent earn-out payments of up to an aggregate of $30 million based on Jacobs Trading's EBITDA results for calendar year 2012 and calendar year 2013. Jacobs Trading selling stockholders may elect to receive any earn-out amounts due in either: (i) all cash, or (ii) up to 50% in Liquidity Services' stock and the remainder in cash. Any stock elected to be taken by Jacobs Trading selling stockholders pursuant to an earn-out shall be valued based on the average closing price of Liquidity Services' common stock during the 10 trading days prior to the end of the earn-out period, December 31, 2012 and December 31, 2013.

About Imperial Capital, LLC

Imperial Capital, founded in 1997, is [ a full-service investment banking firm ] with offices in Los Angeles, New York, San Francisco, Minneapolis, Boston, and Chicago. The firm currently employs over 185 professionals and offers a wide range of proprietary products and services to institutional investors, middle market companies, and private equity firms. Imperial Capital provides institutional clients research and sales and trading of high yield and distressed debt securities, bank debt, convertible bonds, preferred stocks, and equities. The firm provides middle market companies and financial sponsors with capital markets, merger and acquisitions, capital structure, restructuring and recapitalization advisory services. More information about Imperial Capital can be found at [ www.imperialcapital.com ].

About Jacobs Trading Company

Jacobs Trading is a provider of remarketing and reverse logistics solutions with an over 20-year track record of service excellence to Walmart and other leading Fortune 500 retailers and consumer goods manufacturers. During calendar year 2010, Jacobs Trading recorded revenues and adjusted EBITDA (which excludes non-cash compensation and other items) of approximately $65.3 million and $18.3 million, respectively; and has grown its revenues and adjusted EBITDA at a compound annual rate of more than 20% annually during the past three calendar years. The Company is based in Hopkins, Minnesota. Additional information can be found at [ www.jacobstrading.com ].

About Liquidity Services

Liquidity Services, Inc. (NASDAQ: [ LQDT ]) provides leading corporations, public sector agencies and buying customers the world's most transparent, innovative and effective online marketplaces and integrated services for surplus assets. On behalf of its clients, Liquidity Services has completed the sale of over $2.2 billion of surplus, returned and end-of-life assets, in over 500 product categories, including consumer goods, capital assets and industrial equipment. The company is based in Washington, D.C. and has over 700 employees. Additional information can be found at [ www.liquidityservicesinc.com ].