A Different Exit.
IMS is roughly a $10M EBITDA business. Alone, it sells at a high-single-digit EBITDA multiple — a real outcome, and a deserved one. The combined entity, with Jackrabbit's technology integrated across IMS's verticals and embedded in the LAZ Parking operation, sells as a payments-technology platform at a mid-to-high-teens multiple. The gap between those two numbers is what this conversation is about.
This works because neither side is doing the other a favor. IMS has the merchant base, the LAZ relationship, and fifteen years of operational credibility. Jackrabbit has the proprietary technology, the rollup capital, and the M&A infrastructure. Neither party gets to the platform multiple without the other. That's what makes the structure clean.
What IMS Brings
- ~$10M EBITDA on proven organic momentum
- LAZ Parking — a 15-year relationship with deep operational trust
- A sales machine and agent network across multiple verticals
- Management that knows how to run this business
What Jackrabbit Brings
- Proprietary convenience-fee and gateway technology
- Capital for the merchant rollup toward 50,000–75,000 accounts
- The M&A infrastructure to execute at scale
- The integration that converts LAZ from a processing contract into a moat
The standard objection to LAZ's share of IMS volume is legitimate — a processing contract that can be re-papered in 90 days is a concentration risk, and buyers price it accordingly. The integration changes the nature of the asset.
A purpose-fitted Jackrabbit Gateway embedded across LAZ's parking operations — transaction processing, location-level reporting, corporate reconciliation, client-facing payments — is not a processing contract. It is infrastructure. Once it is in production at scale, the operational cost of replacing it is significant. The concentration that today is a discount becomes a switching-cost-protected anchor that a strategic acquirer prices as a premium.
Sean manages the LAZ relationship through and beyond the integration. That continuity is not a dependency — it is a documented asset in the diligence package.
"The LAZ concentration is a risk precisely as long as it is a processing contract. The integration is what converts it from the thing a buyer discounts into the thing a buyer pays up for. That is not a theoretical outcome — it is the transaction Fiserv made with First Data, and Global Payments made with TSYS."
The re-rate is not about growing the residual. It is about what the asset is classified as when the buyer writes the check.
| Scenario | Asset Type | Buyer Profile | EBITDA Multiple | What Drives It |
|---|---|---|---|---|
| IMS StandaloneProcessing portfolio, 4–5 year horizon | ISO / Payment Processor | PE or ISO acquirer | 7–9× | Annual net residual |
| Combined PlatformPayments + embedded vertical software | Payments Technology Platform | Fiserv / Global Payments / Strategic | 15–18× | EBITDA + software + LAZ switching costs + rollup scale |
Reference transactions: Fiserv / First Data (~14× EBITDA, 2019); Global Payments / TSYS (~16× EBITDA, 2019); Worldpay / Vantiv (~17× EBITDA, 2018). Premiums in each case driven by software distribution and switching costs.
Jackrabbit puts in an equity check at close, the proprietary technology license, dedicated integration engineering, and the rollup capital and M&A infrastructure. IMS puts in the merchant base, the LAZ relationship, and operational management through exit. Jackrabbit takes an agreed equity stake in the combined platform. Sean and Larry retain operational control and participate in the exit at the platform multiple — not the processing one. The specifics are a negotiation. The logic is not.
Running the exit as an enterprise software sale — with management in place, integration seasoned, and a competitive multi-party process — is what keeps Fiserv from exercising a processing-level ROFR against a software-level asset. They want to buy the platform. They have no incentive to exercise early at a processing valuation and disrupt the management that built it. Sean's continued role in the LAZ relationship is, in that context, not a liability. It is a feature of the asset that commands the premium.
The partnership includes defined milestones at months 6, 12, and 24. If Jackrabbit does not deliver against agreed integration benchmarks, IMS has the right to exit on pre-negotiated terms, including a residual buyback at a defined floor. Sean retains control of the LAZ relationship at every stage regardless. The floor is real and it is in the agreement — not in this document.
The EBITDA assumptions, the LAZ integration scope, and the equity split are all negotiable. The meeting is not a commitment — it is a stress test. If the math holds, we structure a deal. If it does not, everyone goes back to what they were doing. The only cost of the conversation is the conversation.