The 4 deals I'd walk away from immediately (and why)

After evaluating 20+ IT MSP and B2B services deals over the past year, certain red flags now jump out immediately. Each of these killed a deal that looked solid on the surface. 1. Licenses held personally, not by the entity: Biggest one in home services and trades. Owner is the master HVAC/plumbing/electrical license holder. The LLC has no qualifying agent. Day he leaves, you can't legally pull a permit in most states. 3–6 months of restricted project revenue while you hire a replacement. The CIM never mentions this. You only find it when you ask the right question: "Are all operating licenses held by the business entity?" 2. Add-backs that don't survive scrutiny: Broker quotes $900K EBITDA verbally. CIM says $700K. You rebuild the add-backs properly, market rate replacement salary is $150K not $80K, you keep 60% of T&E as a real business expense not personal, vehicle allowance for a new operator. Real normalized EBITDA: $580K. At $580K with a $2.8M asking price, DSCR fails SBA underwriting. The deal that sounded like 3.1× on the phone never clears the 1.25× floor. Always rebuild add-backs from scratch, never accept the broker's schedule as-is. 3. Change-of-control clauses in the top contract: One commercial client = 48% of revenue. Their contract has a change-of-control clause; they can exit with 90 days notice the moment you complete the acquisition. Seller is in a hurry to close before Q1. The timeline pressure isn't coincidental; they know an RFP answer is coming. Read every commercial contract for change-of-control language before you sign anything. 4. Owner dependency with no real transition plan: 4 of top 10 clients have a personal relationship with the owner. That's 10–15% of ARR that leaves with him unless there are genuine introductions pre-close, not post-close promises. "I'll introduce you after we sign" is not a transition plan. Get the introductions done before exclusivity ends or price the attrition into your offer. None of these are exotic risks. They're hiding in plain sight in every CIM. What patterns have killed deals for you that looked good at first glance?