Built to sell: Strengthening your foundation for a future acquisition
Most founders think about selling their company far longer than they prepare for it.
At Engage Boston 2026, Leah McKelvey, senior vice president of corporate development at Bullhorn, led a conversation with two executives who have been on the other side of dozens of those decisions. Anthony Donnarumma, chief executive officer at 24 Seven, has closed 14 acquisitions and is days away from No. 15. Ryan Festerling, chief executive officer at QPS Employment Group, has completed five acquisitions in the past six years, including two in the last six months. Both had candid things to say about what separates a clean deal from a complicated one.
Here’s what they covered.
What buyers are actually evaluating
Valuation multiples were not the focus of this session by design. What drives those numbers is far more interesting.
Both Donnarumma and Festerling start with the same question. What is the actual base of the business, and where is the growth going to come from? Post-COVID revenue swings made that harder to answer, and the emergence of AI has added another layer. Buyers are now asking whether the skills of the talent a firm places are becoming more or less relevant, and whether the large clients in a seller’s portfolio face meaningful disruption risk from automation and AI. A business that looked strong in 2022 may look very different when evaluated through that lens today.
Technology stack matters less than many sellers assume. Both buyers noted that they expect to change most of what they inherit anyway. What they are looking for is whether there are innovative processes or ways of working inside the acquired company that could benefit the larger enterprise. The more interesting diligence question is not what system you use but what you do differently, and whether it is worth learning from.
What is harder to unwind is the friction that surfaces during the evaluation. That friction tends to show up in a few familiar places. Homegrown technology that can’t demonstrate clear value at a larger enterprise scale. A key person who is clearly running the business but whose role and compensation have not been acknowledged, and who may not stay if they aren’t. An owner who is anchored to a number from a 2022 conversation that no longer reflects market reality. Left unaddressed, any one of these can slow a deal down or stop it entirely.
The people problem is always the hardest part
Both panelists identified people-related dynamics of a transaction as the most difficult they navigate, and the most consequential.
Donnarumma described a pattern that appears often in smaller firms. A second-in-command who is genuinely running the machine, often the person holding the most important client relationships, but who has not been formally recognized or appropriately compensated for that role. When a founder downplays this person’s importance in early conversations, it creates a gap between what the deal looks like on paper and what it depends on in practice. His approach is to identify who holds the keys to the business early, meet those individuals before close, and build retention structures that reflect their actual value.
Getting that alignment right is part of establishing the foundation both sides are building on. A buyer who understands what the business actually runs on, and a seller who is honest about it, are starting from the same place. That shared understanding is what makes everything that follows easier.
Festerling talked about the opposite challenge. A long-tenured employee who is highly visible in the culture, often loved by the team, but whose contribution has not scaled with the business. These roles are sensitive to address. His framework is to divide personnel changes into three buckets from the start. Things that will definitely change on day one, things that will almost certainly never need to change, and a middle group to be revisited over time. Being explicit with the seller about those categories early reduces the emotional weight of every individual decision that follows. And more often than not, once the harder calls get made, the broader team responds with relief rather than resistance.
What sellers consistently underestimate
The practical advice from both buyers was direct. Most founders are not ready for the mechanics of a transaction, and that unpreparedness costs them.
The basics matter more than founders expect. Clean accrual accounting. Relationships with a qualified M&A attorney and a financial advisor who understands staffing. A working knowledge of concepts like net working capital, because fights over that number alone have derailed otherwise viable deals. Donnarumma’s advice was to seek out seminars, talk to professionals, and do the math on what a transaction actually nets after taxes and deal costs before any number becomes emotionally fixed.
Festerling’s advice was to practice the narrative before entering a process. If a founder plans to say the business runs without them but also says the business is built on their relationships, those two things do not hold together. Being able to explain client concentration, key person dependency, or a weak year clearly and confidently is the difference between a buyer who stays engaged and one who quietly moves on.
Both buyers agreed strongly on one point: choose advisors carefully. A bad broker creates false expectations, misrepresents the process, and sometimes costs sellers more in legal fees and emotional capital than the advisor ever delivers. Buyers notice when a seller is receiving poor counsel, and it complicates the relationship from the start. Find someone who understands M&A in this space specifically, and do not go with the first firm that calls.
The LOI is not the finish line
Unsolicited LOIs are common in staffing right now, and both panelists cautioned sellers against treating an early number as a commitment.
Festerling described a pattern he has witnessed multiple times. A seller receives a high LOI, chooses that buyer, enters due diligence, and then watches the price erodes as the buyer finds reasons to reduce what was offered. Three or four months later, the seller is hundreds of thousands of dollars into legal fees, emotionally drained, and either closing a much worse deal or coming back to the market with a story to explain. Two deals that QPS passed on early came back to them after exactly this sequence, and both ultimately closed.
Before signing any LOI, it’s worth asking the prospective buyer directly whether their offer price typically holds through close, what their track record is on earnout payments, and whether you can speak with founders from previous acquisitions.
Donnarumma put the underlying principle plainly. Every acquisition begins with a distrust that both sides have to work through. The way a buyer shows up in that process, whether they are transparent, whether they honor what they commit to, tells a seller everything about what integration is going to feel like.
“Five years later, no one says what was the exact price of the acquisition. They say, was it a good acquisition?”
— Anthony Donnarumma, chief executive officer, 24 Seven
Making the investment pay off
Both buyers were direct about what drives returns after a deal closes. Cross-selling, cultural integration, and a clear investment thesis that everyone involved understands from day one.
At 24 Seven, every acquisition that adds a new capability triggers a coordinated go-to-market effort with the existing business development team. The right acquisition doesn’t just add volume. It brings complementary solutions, segments, or client relationships that the combined business can now take further.
Cross-selling is where that value materializes, turning two separate books of business into something more than either could offer alone. Senior business development professionals have cross-selling targets built into their goals, results are tracked and shared internally, and wins are promoted aggressively across the organization.
Festerling keeps the thesis simple on purpose. Whether the logic is back-office consolidation, capability expansion, or geographic coverage, he articulates it explicitly to the seller and to the internal team. Integrations are difficult enough without ambiguity about why the deal was done in the first place. Keeping the investment thesis clear is what gives everyone a shared reference point when decisions get complicated.
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