Company Overview

A rapidly growing provider of cloud-based workflow management and automation software for enterprise creative and marketing teams.

A growth-oriented private equity firm focused on investing in software, internet, media and ecommerce companies. Level Equity currently invests from a $535 million fund and is based in New York, NY.

Situational Overview

Founded in 1999, IMN introduced the industry’s first online proofing solution and has since broadened its offering into a workflow management platform that enables users to more effectively manage and streamline creative content production projects and review processes.

In 2013, Ben Hartmere replaced the original Chief Executive Officer and began to focus on building his executive management team, upgrading the sales group, expanding and enhancing the product, and accelerating growth.

With most of these milestones completed by 2018, the Board began exploring strategic alternatives when Level Equity submitted a competitive, preemptive Letter of Intent (“LOI”).

IMN had raised multiple rounds of capital with the latest occurring in 2016. Because of its complex capital structure, shareholders were divided on whether to accept the Level Equity LOI or wait six to nine months in hopes of achieving a higher valuation. Based on BCA’s view on valuation and terms, the Board opted to try to negotiate and close on the LOI while preparing for a full process in the event Level Equity re-negotiated any of the indicated terms.

BCA Strategy

Given the sensitive shareholder dynamics around timing and valuation, BCA used the possibility of launching a broader competitive process to negotiate a purchase price increase.

Shortly after signing the LOI, it was discovered that the Company’s projection model overstated ARR. BCA worked with management to re-forecast the Company’s monthly recurring revenue, using recent customer wins and pipeline opportunities to substantiate the financial projections.

Transaction Result

Based upon the revised forecast, Level Equity re-submitted its LOI to include an earn-out component that bridged to the initially proposed valuation and terms.

Despite the significant setback, BCA was able to close the transaction within the original timeframe.

The growth equity financing provided significant liquidity for shareholders, a reinvestment opportunity and new option pool for management, and a financial partner with the resources and capital required to achieve future growth.


“BCA played a critical role in advising all of the Company’s constituents through this important transaction that met the needs of both existing and future investors. BCA’s software industry knowledge and transactional expertise played a key role in analyzing and positioning IMN’s strong recurring revenue growth and market-leading position in the vertically-integrated creative workflow market.”

- Ben Hartmere, CEO