HR.com Deal State — Canonical Reference

Source of truth for the HR.com / Debbie McGrath engagement. Any new Claude session should read this file first before taking action on the deal.

Deal Summary

Ewing Gillaspy (Next Chapter Advisory Group / Chapter.guide) is representing Debbie McGrath, CEO of HR.com, in the sale of HR.com's asset portfolio: the HR.com domain name, the HR.com media/community business, and mypeople.ai (collectively referenced in contracts as "hr.com," "Nc/NCA," and "mypeople"). The engagement is structured as a co-representation with Andrew Miller of ATM Holdings / Hilco Digital Assets, who is the domain-sale specialist. Both engagement contracts (Next Chapter <> HR.com and the NCA <> ATM Holdings split-fee agreement) were executed on 2026-04-17 via RightSignature, and the team kicked off active prospecting on 2026-04-20.

Parties & Roles

Authoritative Financials

THE authoritative number (per Debbie, 2026-04-21)

"No this is not even close. We hit a high of almost 12 m. But now are just shy of 6m Cdn dollars."

— Debbie McGrath, email "Re: Latka for Hr.com numbers," 2026-04-21 07:39 UTC (thread 19dae71e9f84f071)

• Current annual revenue: ~CAD $6M (approx. CAD $5.5–6M)
• Historical peak: ~CAD $12M
• Currency: Canadian dollars (company is Canadian; fiscal year ends June 30 per 2026-04-20 kickoff call)
• Confidence: HIGH — direct statement from the CEO in writing, in response to Ewing's direct question citing the Latka article.

Disputed / must-verify sources

Financials in flight (action items from 2026-04-20 kickoff)

• Debbie committed to provide financial statements for FY 2020, FY 2024, FY 2025 (year-end June 30) to Ewing and Andrew for deal-building.
• Laurie Hamilton-Rojas (accounting lead) is now the point of contact on financial data delivery (per Debbie's 2026-04-21 email, thread 19db0ae1c0be8ada).
• Debbie stated on 2026-04-21: "I have a call this morning with accounting to get you what you need but let's chat."

Signed Documents

1. Next Chapter <> HR.com Engagement Agreement

• File: "NextChapter HR com Final" (RightSignature)
• Reference #: 42cced2b-ea10-4c1e-9f48-a66a014abc11
• Signers: Debbie McGrath + Ewing Gillaspy
• Status: EXECUTED
• Executed: 2026-04-17 20:17 UTC (RightSignature email 19d9d17c8273fef8)
• Contract references: hr.com, Nc (Next Chapter), NCA (Next Chapter Advisors), mypeople.ai
• Includes: Appendix A (financial waterfall / split math — cross-referenced with ATM agreement's Appendix B for full transparency)
• Exclusivity term: 6 months (extended from 4 at Debbie's request to accommodate her surgery — agreed in 2026-04-14 "Contract" Fireflies call 01KP6D93E2KY0PZ57GC3EB3Y27)
• Earlier draft (superseded): "Next Chapter + HR com Agreement - 04-14-26," ref 93bf5f6f-0621-43af-9644-12d90f330a6f, signed by Ewing 2026-04-14 but iterated before final execution on 04-17.

2. NCA <> ATM Holdings Split-Fee Agreement

• File: "NCA + ATM Holdings Split Fee Agreement Final with Appendix B"
• Reference #: 3c73f718-adef-440e-9f94-... (full ref in RightSignature email 19d9d1219c2fe460)
• Signers: Andrew Miller + Ewing Gillaspy
• Status: EXECUTED
• Executed: 2026-04-17 20:11 UTC
• Appendix B: Details the fee split / waterfall (mirror of Next Chapter agreement's Appendix A)
• Domain floor: $12.5M for the HR.com domain (Andrew: "It's still 12.5 for the..." — 2026-04-15 thread 19d92f160f6d18e8). Bundled-sale floor question ($12M) raised by Ewing on 2026-04-15; Debbie pushed back on rigid floors and said "Let me think on this."

ATM Holdings wire instructions (on file for first-payment split)

• Bank of America, 808 Beacon St., Newton, MA 02459
• ABA #026009593 / Acct #004614771763
• Payable to: ATM Holdings Inc
• Split: 25% to ATM on first HR.com invoice payment (per Ewing's note to Mark — thread 19d9d31f3dfe8a0b, e.g. $5,000 on a $20K first invoice).

Open Action Items by Owner

Debbie McGrath

• Provide FY 2020, FY 2024, FY 2025 financial statements (year-end June 30) — tolerance ±10-15% margin acceptable. (From 2026-04-20 kickoff, action item 08:13)
• Share "do not call" / "waste of time" list and preferred-target list from prior efforts. (Kickoff action item 02:42)
• Forward inbound domain-only inquiries to Andrew's team — do NOT reply directly. Review spam folder for legit inquiries. (Kickoff action item 03:55)
• Laurie Hamilton-Rojas to be looped into financial/invoice flow (Debbie has committed to share all contracts with Laurie). (2026-04-21, thread 19db0ae1c0be8ada)
• Financials-focused call with Ewing — Debbie proposed "tonight" (2026-04-21 evening).

Andrew Miller (ATM)

• Draft one-pager framing HR.com domain value for outreach within 24 hours of 2026-04-20 kickoff (i.e., by 2026-04-21) for Debbie's review. (Kickoff action item 07:28)

Andrew Miller + Bret Miller

• Deliver comprehensive initial prospect list for domain outreach within 1 week of kickoff (target: ~2026-04-27). (Kickoff action item 09:11)
• Coordinate with Ewing on shared/iterated outreach lists to prevent duplicate contacts. (Kickoff action item 09:44)

Ewing Gillaspy (+ Mark)

• Set up secure deal room (password-protected) for shared financials and prospect data, with Bret collaboration. (Kickoff action item 19:20) — Note: deal room already stood up at https://debbiedealroom.com (password = phone number) for early research phase.
• Send full update email to Debbie (committed 2026-04-21: "Full update email coming tomorrow morning. We're touching it up now.").
• Stay reachable via call/text/email for all parties. (Kickoff action item 19:32)
• Qualify inbound broker pitches (Gateway Group, "Nereida Brooks," "Bobbi Bates," Amber Thompson) — flagged to team, most appear to be AI-generated spam campaigns.
• First outreach target identified: Healthcare Realty Trust (noted as uncertain match but first on list).

Mark DeChant (Next Chapter Ops)

• Execute the Friday list: list scoring system, first list of 500, CRM, blueprint, website content, 1-sheet, letter finalization, e-signature setup, P&L organization, LLC/state decisions. (Thread 19d9d2b1708fa660)
• Hold ATM wire instructions; issue 25% to ATM on first Debbie invoice payment.

Laurie Hamilton-Rojas (HR.com Accounting)

• Receive invoices jointly with Debbie going forward. (2026-04-21, thread 19db0ae1c0be8ada)
• Coordinate financial statement delivery.

Timeline (Chronological)

Open Questions / Unknowns

1. Currency conversion & trend math — Is the ~CAD $6M current revenue confirmed-constant, or is it still declining from the CAD $12M peak? What's the slope? (Awaiting Laurie's financial statements.)
2. CIM docx provenance — Where did the $21.8M → $28.5M → $42.6M figures originate? Who authored them? Need to reconcile before any outreach materials reference them.
3. Revenue split across assets — Of the ~CAD $6M, how much is (a) HR.com media/community, (b) HR.com Prime, (c) certifications, (d) mypeople.ai, (e) advertising / buyer activation? No breakdown yet in hand.
4. mypeople.ai scope — Debbie still processing John's proposal. Unclear if mypeople is sold (a) as standalone, (b) bundled with HR.com, (c) kept and John comes in as interim CEO. (John was floated as interim CEO for mypeople on 2026-03-30 call — $7M revenue stated at that time; conflicts with current CAD $6M total figure.)
5. Domain floor in bundled sale — Unresolved. Andrew: $12.5M domain-only; Ewing proposed $12M bundled floor; Debbie pushed back. Still an open negotiation item.
6. Debbie's hip surgery timing — Driver for 6-month exclusivity extension; exact date not captured in current thread set. Affects deal urgency window.
7. "Delancey" comparable deal — Debbie shared both contracts from her last deal + Delancey for the team to reference. Unclear whether that benchmark information has been fully absorbed into the pricing narrative.
8. LLC / state for Next Chapter entity — On Mark's Friday list, unresolved.
9. Asset definition — Debbie (2026-04-15): "We have not defined all assets: 1. Domain name 2. Media property 3. Mypeople. How does this work in a bundled sale of 30m?" Formal asset schedule still to be finalized.

Inbound Interest

Legitimate / qualified (track for follow-up)

• None yet identified as qualified inbound. All inbound-to-date flagged as spam/AI campaigns.

Unqualified / AI-generated broker spam (do not engage directly)

All forwarded by Debbie with skepticism; Ewing's team to handle/qualify:

Pattern note: All four are broker/buyer-side prospecting using identical templates and likely Calendly/HighLevel automation. Treat as noise until a human-authored, specific outreach arrives.

Strategy Notes

Positioning: domain-first deal

• The HR.com domain is the hero asset. Andrew Miller's team (ATM/Hilco) leads domain outreach.
• Bundled vs separate strategy: Maximize value by being willing to sell domain, media business, and mypeople.ai separately OR bundled — creates buyer competition and allows targeting different buyer profiles. (Per 2026-04-01 proposal call and ongoing.)
• No exclusivity between co-reps: ATM and Next Chapter both work the deal simultaneously; lead-referral protocol in place to prevent duplicate outreach.
• Target buyer archetypes:
  • Large HR-tech platforms (SAP, Workday, ADP, ServiceNow) — can see strategic value in domain + community + data
  • AI-first entrants (Anthropic building dedicated HR AI product per Debbie's 2026-04-20 intel; Meta Muse Spark; OpenAI media plays)
  • Domain-strategic buyers (e.g., Dharmesh Shah — owns multiple HR domains, active transactor, referenced on 2026-04-20 call)
  • HubSpot and platforms looking to extend into "people" tech
  • Healthcare Realty Trust — first outreach target on list (relevance uncertain)

Do-not-call / do-not-waste-time list

• Pending — Debbie committed on 2026-04-20 to share her compiled list from past conversations. Do not do any outreach until this list is received.

Inbound-inquiry protocol

• All domain inquiries → Andrew's team for vetting. Debbie does NOT reply directly. Ewing relays/CCs as needed.
• Debbie to review spam folder for legitimate inquiries that may have been misclassified.
• Costly mistakes possible if inbound leads mishandled (per Andrew's cautionary note on 2026-04-20).

Communication defaults

• Debbie: email + phone (1-816-288-2422). She uses Fathom to record her calls.
• Ewing is reachable by text, call, or email at 818-747-9668 / ewing@chapter.guide.
• Mark: 480-266-8846 / mark@chapter.guide.
• Deal room: https://debbiedealroom.com (password = caller's own phone number) — stood up for research phase; secure deal room for financials being spun up now.
• Invoice routing: Laurie Hamilton-Rojas AND Debbie (both).
• Comms routing: Send primary communications to Debbie; let her copy Andrew as she sees fit. ("Keeps the decision process thoughtless for us early on." — Ewing, 2026-04-22.)

Fee structure (per executed contracts)

• Waterfall-based (not flat %), mirrored between NC and ATM agreements via Appendix A/B.
• Domain floor: $12.5M on domain-only sale.
• First-payment split: 25% to ATM on first Debbie invoice received by Next Chapter.
• Example invoice flow discussed: $20K first invoice → $5K to ATM.

Narrative/positioning for outreach

• HR.com = hub/anchor in HR tech ecosystem despite industry shift away from "HR" terminology
• 295-member HR professional community (per Tim Blais inbound — approximate number external parties cite; needs internal verification)
• 80/20 framing: 20% of HR work is strategic, 80% transactional — HR.com serves both via research, certification, events, and community
• AI orchestration story: HR workflows fragmented (payroll/recruiting/benefits/strategy on different platforms); HR.com domain + community + data = unique orchestration layer for AI players
• PageRank 87 (Debbie, 2026-04-10)
• Pricing narrative must reflect authoritative revenue (CAD $6M, peak CAD $12M), NOT the CIM's $21.8/28.5/42.6M figures.

Operating tempo (post-execution)

• One-pager draft in 24h (Andrew, due ~2026-04-21).
• Financials in hand within days (Debbie / Laurie).
• Initial prospect list within 1 week (Andrew + Bret, target ~2026-04-27).
• Secure deal room stood up in parallel (Ewing).
• Weekly coordination cadence TBD.

Key Files & Links

• Deal room (research phase, gated): https://debbiedealroom.com/deal-research (password = your phone number)
• Shared Google Drive folder: "14 - HR.com" (shared by Mark 2026-04-13, thread 19d88dc9f9362cd3)
• Next Chapter + HR.com Agreement.docx (Google Drive, shared by Debbie 2026-04-14, thread 19d8d6916b670485)
• RightSignature executed contracts: Refs 42cced2b-ea10-4c1e-9f48-a66a014abc11 (NC/HR.com) and 3c73f718-adef-440e-9f94-... (NCA/ATM Split-Fee)
• mypeople.ai proposal: mypeople-deb-and-john-discussion.netlify.app (password 6508886134) — John's proposal, thread 19d978f6c4e778a3
• Fireflies transcripts (Debbie calls):
  • 01KPKD5R9GP0GRAB2W2D4K5MC8 — Kickoff 2026-04-20 (most recent, most actionable)
  • 01KP6D93E2KY0PZ57GC3EB3Y27 — Contract call 2026-04-14
  • 01KNQ9E4FYXSAYFEMMW968SBHJ — Review call 2026-04-13
  • 01KNN9KQ7W5TNQ5289KZJ8HCQ7 — HR.com Review 2026-04-08 (first Andrew+Debbie joint)
  • 01KN3D8S57CX196DC5C6MZ8YHB — Proposal Review 2026-04-01
  • 01KMZMBANV6TW9NFG27GVXGET3 — Catch up 2026-03-30
  • 01KM9J1A8SYJXTWXVP68BFZHEM — First call 2026-03-23

Last Updated

2026-04-22 (generated from Gmail + Fireflies pull) Prepared by: Claude Opus 4.7 for Ewing Gillaspy (ewing@engram.nexus / ewing@chapter.guide)