►EXECUTIVE SUMMARY 1) $4M EBITDA LOOKED LIKE A DREAM — UNTIL THE GOVERNMENT KILLED HALF OF IT OVERNIGHT: Compounding pharmacy, 50% margins, $8M revenue, clean financials, 4x EBITDA. Textbook deal. Then Medicare and Medicaid stopped reimbursing for a key compound and $2M in EBITDA evaporated. The deal checked every box except the one that mattered. 2) SMART BUYERS MOVE FAST — AND THAT'S EXACTLY HOW THEY GET BURNED: This wasn't some rookie. Every normal filter was passed. But confident operators making personally guaranteed purchase agreement decisions outside their domain of expertise don't know what they don't know. Twenty minutes of research on compounding pharmacy margin volatility would've killed this deal before the LOI. 3) 50% MARGINS IN A GOVERNMENT-REIMBURSED INDUSTRY IS A TICKING TIME BOMB: Elliott looked at compound pharmacies a decade ago as a self-funded searcher and walked away. The math is simple: if you're paying 4x EBITDA, the business needs to sustain for four years minimum. When the government decides your margins are too fat, they don't negotiate — they legislate. 4) NO DOMAIN EXPERT IN THE ROOM = A PERSONALLY GUARANTEED DISASTER: The buyer, their accountant, their lawyer — nobody flagged the regulatory risk. Once you sign that purchase agreement with a personal guarantee, there's no undo button. If you're not an expert in what you're buying, you need one sitting next to you at the closing table.