Kurt M. Roth v. Sotera Health Company

• Court: Court of Chancery of Delaware
• Decided: March 26, 2026
• Docket: 2022-1192-LWW
• Status: Published

Opinion

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

KURT M. ROTH, ) ) Plaintiff, ) ) v. ) ) SOTERA HEALTH COMPANY, a ) C.A. No. 2022-1192-LWW Delaware corporation and SOTERA ) HEALTH LLC (f/k/a Sterigenics ) International, LLC), a Delaware limited ) liability company, ) ) Defendants. )

MEMORANDUM OPINION

Date Submitted: December 8, 2025 Date Decided: March 26, 2026

John M. Seaman, ABRAMS & BAYLISS LLP, Wilmington, Delaware; Matthew B. Goeller, K&L GATES LLP, Wilmington, Delaware; Ryan Q. Keech, K&L GATES LLP, Los Angeles, California; Carl Alan Roth, GORDON KEMPER ROTH LLP, Beverly Hills, California; Counsel for Plaintiff

John P. DiTomo, Lauren K. Neal, Alec F. Hoeschel, Jialu Zou, MORRIS, NICHOLS, ARSHT & TUNNELL LLP, Wilmington, Delaware; Counsel for Defendants

WILL, Vice Chancellor Plaintiff Kurt Roth, a former senior executive at Sotera Health, voluntarily

resigned in September 2022 under a contract that mandated the forfeiture of unvested

equity. The governing agreements state that Roth’s equity would vest only if

Sotera’s private equity sponsors—GTCR and Warburg Pincus—achieved a certain

return on their investments (i.e., “Sponsor Inflows” exceeding “Sponsor Outflows”

by 2.5x) before his departure. Now, he seeks to recover millions of dollars in

unvested performance-based equity on two legal theories.

Roth first attempts to satisfy the vesting threshold by classifying two

transactions as Sponsor Inflows: a $1.13 billion payout made in 2015 to a

predecessor GTCR fund, and a $397 million margin loan taken out by Warburg in

2021. The plain text of the agreements and economic realities of the transactions

preclude this conclusion. Because the 2.5x threshold was unmet when Roth

resigned, he cannot prove a breach of contract.

Roth alternatively claims the defendants breached the implied covenant of

good faith and fair dealing by artificially suppressing their returns—pursuing an

IPO, capping a secondary offering, and abandoning a block trade—and by

constructively terminating him. The trial record refutes this narrative. The timing

and structure of Sotera’s capital markets transactions were driven by macroeconomic

conditions and business decisions, not a bad-faith conspiracy to thwart vesting. As

1 for constructive termination, Roth left of his own volition and contractually forfeited

his unvested equity in doing so.

Finding no breach of contract or of the implied covenant of good faith and fair

dealing, judgment is entered in favor of the defendants.

I. BACKGROUND

The following facts were stipulated to by the parties or proven by a

preponderance of the evidence at trial.1

A. GTCR’s Initial Investment in Sotera

GTCR LLC is a Chicago-based private equity firm, which invests its clients’

monies through various limited partnerships generally referred to as “funds.”2 In

2006, GTCR created Fund IX.3

In 2011, GTCR Fund IX indirectly acquired STHI Holdings, Inc. (“SHI”), the

predecessor parent holding company to Sterigenics International, LLC

1 See Pre-trial Stipulation and Order (Dkt. 269) (“PTO”). Trial occurred over three days, during which seven fact and three expert witnesses testified. The trial record contains 790 joint exhibits, including 20 deposition transcripts. Trial testimony is cited as “[Name] Tr.” See July 7-9, 2025 Trial Trs. (Dkts. 280-82). Exhibits are cited by the numbers provided on the parties’ joint exhibit list as “JX __,” unless otherwise defined, and pincites are to the joint exhibit pagination. See Joint Ex. List (Dkt. 249). If joint exhibit pagination is unavailable, pin cites are to the last four digits of Bates stamps (shown as ‘----). Deposition transcripts are cited as “[Name] Dep.” See Notice of Lodging of Dep. Trs. (Dkt. 268). 2 See PTO ¶ 11; JX 2 at 9. 3 JX 590 at 1. 2 (“Sterigenics”), a provider of medical product sterilization and lab testing services.4

To facilitate the transaction, GTCR formed STHI Holding Corp. to purchase all of

SHI’s outstanding shares for $434.7 million.5 This newly created acquisition vehicle

sat at the bottom of a chain of wholly-owned subsidiaries, positioned directly

beneath STHI Intermediate Holding Corp.6

B. The Sale to Warburg

In May 2015, the New York-based private equity firm Warburg Pincus

purchased a majority interest in Sterigenics from GTCR Fund IX.7 To facilitate

Sterigenics’ recapitalization, a corporate holding structure was created with new

investors at the top. Sterigenics-Nordion Topco Parent LLC (“Topco Parent LLC”)

was formed, along with two wholly owned subsidiaries: Sterigenics-Nordion

Holdings Topco LLC (“Topco LLC”) and Sterigenics-Nordion Holdings, LLC

(“SNH LLC”).8 SNH LLC then entered into a recapitalization agreement with the

parent holding company (STHI Parent Company, LLC, or the “Predecessor Parent”)

to purchase SHI’s outstanding stock, integrating Sterigenics into the enterprise.9

4 JX 2 at 9; Rahe Dep. at 39; Cunningham Dep. at 13 (acknowledging Fund IX’s interest in the predecessor entity); Petras Tr. 147. 5 PTO ¶ 13. 6 JX 2 at 9. 7 JX 21 (“Topco Parent LLC Agreement”) 1 (Recitals). 8 Topco Parent LLC Agreement 1; see also PTO ¶ 13. 9 PTO ¶ 14; see also JX 3 at 7. 3 On May 15, 2015, a series of Warburg funds and a new series of GTCR funds

(i.e., the GTCR Fund XI complex) contributed approximately $792 million to Topco

Parent in exchange for membership units in that entity.10 The $792 million flowed

downstream from Topco Parent LLC to Topco LLC, and then to SNH LLC.11 Using

those funds together with financing from JP Morgan, SNH LLC paid the Predecessor

Parent approximately $1.13 billion to purchase SHI’s outstanding stock.12 As a

result of this transaction, which closed on May 15, 2015, the Predecessor Parent

divested itself of its interest in SHI.13

Also on May 15, Topco Parent and its members executed an Amended and

Restated Limited Liability Company Operating Agreement of Sterigenics-Nordion

Topco Parent, LLC (the “Topco Parent LLC Agreement”).14 The Topco Parent LLC

Agreement governed the terms and benefits of each class of the entity’s equity.15

C. Roth’s Hiring and Class B Units

In late 2015, plaintiff Kurt M. Roth was approached by GTCR and Warburg,

as well as Sterigenics’ then-CEO Michael Mulhern, about a job opportunity at

10 PTO ¶ 15; see also Topco Parent LLC Agreement 1 (Recitals). 11 PTO ¶ 14. 12 Id. 13 Id. ¶ 16; see also Topco Parent LLC Agreement 1. 14 PTO ¶15. 15 See infra notes 24-27 and accompanying text. 4 Sterigenics.16 Roth was, at the time, an investment banker at Baird.17 He understood

that his background would be useful to Sterigenics, which was looking to grow

through a targeted acquisition strategy.18

On November 9, 2015, Roth signed an offer letter, accepting a position as

Sterigenics’ Senior Vice President of Corporate Development and Strategy.19 On

February 24, 2016, he signed a Senior Management Agreement, which stated that

he was an at-will employee.20

Roth was awarded 4,512,393 Class B Units “in connection with [his]

employment.”21 A February 16 grant notice explained that the units would be split

into 75% B-1 Units (3,384,295) and 25% B-2 Units (1,128,098).22 The B-1 and B-2

Units would “vest in accordance with the terms set forth in Section 3.02(d) of the

[Topco Parent] LLC Agreement.”23

16 Roth Tr. 80. 17 Id. at 5-6. 18 Id. at 13-14. 19 JX 26. 20 JX 35 (“Senior Management Agreement”) § 1(c). 21 JX 34 at 1. 22 Id. at 1-2. 23 Id. at 2. 5 Under the Topco Parent LLC Agreement, B-1 Units were subject to time-

based vesting and scheduled to vest five years after the grant date.24 The B-2 Units,

by contrast, were subject to performance-based vesting.25 They would vest upon a

“Sponsors Inflow Trigger Date,” which required each of GTCR and Warburg (the

“Sponsors”) to receive cash “Sponsor Inflows” equal to at least 2.5 times their

respective “Sponsor Outflows,” along with a 20% internal rate of return (IRR).26

Roth was also granted 721,983 “sign-on” B-1 Units that would vest within 90

days of December 1, 2015, and 1,353,718 “Super B-2 Units” with a different vesting

schedule.27 As a condition to the grants, Roth signed a joinder to the Topco Parent

LLC Agreement, making him a Class B member.28

Roth’s equity package was unique and reflected negotiated alterations to the

default vesting terms for portions of both his B-1 and B-2 Unit grants.29 For

24 Topco Parent LLC Agreement § 3.02(d)(i) (addressing “Time-Based Vesting”). 25 Id. § 3.02(d)(ii) (addressing “Performance Vesting”). 26 PTO ¶¶ 17-20; Topco Parent LLC Agreement 2, 11, 14. 27 PTO ¶¶ 36, 41. Super B-2 Units do not vest until the Sponsors receive 4x their invested capital. Id. ¶¶ 40, 41. 28 JX 34 at 1 (“You acknowledge that you have received and reviewed a copy of the LLC Agreement. You acknowledge your assent to all of the rights and obligations under the LLC Agreement as a Class B Member thereof and holder of Class B Units, and understand that the grants hereunder shall not be effective unless and until you execute and return to the Company the form of assent attached hereto as Exhibit A[.]”); id. at Exhibit A. 29 Roth Tr. 97, 99. 6 example, he was the only employee who received Super B-2 Units.30 He was advised

by counsel before entering into the Senior Management Agreement and Topco

Parent LLC Agreement.31

D. Petras’s Leadership of Sotera

In 2016, Sterigenics’ Board of Directors (the “Board”) voted to replace

Mulhern with Michael Petras as CEO.32 Petras’s compensation differed from the

rest of the management team. Petras did not hold any B-2 Units and lacked any

personal stake in the B-2 vesting thresholds.33

In July 2016, about a month after starting as CEO, Petras learned about the

sizeable number of Class B Units Roth had been awarded.34 He also learned that

Roth was “the only person” on the management team “with a different vesting

schedule.” “Everyone else . . . vest[ed] in accordance [with] the LLC agreement.”35

In October 2016, Topco Parent LLC was converted into a Delaware limited

partnership called Sotera Health Topco Parent, L.P. (“Topco Parent LP”).36 Topco

30 See Klaben Dep. 311 (explaining that Roth “negotiated an extraordinary award that no one else in the [C]ompany had, which [they] referred to as super B-2s”). 31 Roth Tr. 84, 96. 32 Mulhern Dep. 20. 33 Petras Dep. 45. 34 JX 45. 35 Id. 36 PTO ¶ 43. 7 Parent LP was governed by a limited partnership agreement, which was amended

and restated several times.37 It eventually came to be governed under an Amended

and Restated Limited Partnership Agreement of Topco Parent LP dated

June 30, 2020 (the “Topco Parent LP Agreement”).38 Like the Topco Parent LLC

Agreement, the Topco Parent LP Agreement stated that “[a]ll outstanding Class B-2

Units held by a Management Limited Partner will vest as of the Sponsors Inflow

Trigger Date, if any, subject in all cases to such Management Limited Partner’s

continued Services through the Sponsors Inflow Trigger Date.”39

E. Sotera’s IPO

Under Petras’s leadership, the company’s financial performance was robust.

Between the 2015 recapitalization and July 2020, the company’s estimated

enterprise value nearly tripled, growing from approximately $2.3 billion to $6.0

billion.40 This growth prompted the Board to consider strategic alternatives to

facilitate an exit or monetization event for the Sponsors.41 It explored the sale of all

37 Id. ¶ 44. 38 Id. ¶ 45; JX 174 (“Topco Parent LP Agreement”). 39 Topco Parent LP Agreement § 3.02(c)(ii); see PTO ¶ 46. 40 JX 227 at 7. 41 See Cunningham Tr. 463; Chen Tr. 296; Klaben Tr. 824; JX 194; JX 234. 8 or part of the company, which could have triggered a vesting event for the B-2

Units.42

By the summer of 2020, in the wake of the COVID-19 pandemic, the Board

concluded that an initial public offering (IPO) was the only viable path to eventual

liquidity.43 An IPO, however, would not create the Sponsor Inflows required to

trigger B-2 Unit vesting.44 The Board authorized an IPO of 46.6 million shares, with

an underwriters’ option to purchase up to another 6.99 million shares (a “greenshoe”

option), for a proposed maximum aggregate offering price of $1,232,570,000 at $23

per share.45 The timing, price, and size of the IPO were set based on the advice of

JP Morgan, the Company’s outside financial advisor.46

As the IPO approached, the Board discussed accelerating the vesting of B-2

Units.47 The Company was not contractually obligated to accelerate vesting, which

would be an uncommon step to take.48 Petras was against it. He told directors James

42 See JX 20 at 20; JX 172; JX 163. 43 Cunningham Tr. 463. 44 JX 197. 45 JX 252 at 3, 18. 46 Klaben Tr. 819, 823, 837; JX 234 at ‘2442; JX 238 at ‘2569; Cunningham Tr. 466; Neary Tr. 556. 47 JX 199 at 2 (listing “[a]ccelerated vesting of unvested performance RSUs” as a discussion topic); JX 617. 48 See Guay Tr. 893-94 (opining that accelerated vesting in an IPO could create management retention risks). 9 Neary (of Warburg) and Constantine Mihas (of GTCR) that he did not “want to

create a retention issue.”49 In Petras’s view, accelerating the awards before vesting

conditions were met would eliminate their retention value at a time when the

company needed leadership stability.50 He explained that the company’s public

filings already stated the units would “be transitioned to [restricted stock units

(RSUs)] upon [the] IPO.”51

The Board ultimately decided not to accelerate vesting for the B-2 Units.52

Instead, on the advice of an outside compensation consultant, the Board “put in place

a series of new awards . . . to provide new value going forward from the IPO.”53 It

adopted a 2020 Omnibus Incentive Plan, which set aside 27.9 million shares for

future equity grants to align the management team with new public stockholders.54

The Board also made the discretionary decision to use a portion of the IPO proceeds

to repurchase vested pre-IPO equity from top executives, including Petras and

Klaben.55

49 JX 200. 50 Id. 51 Id.; see JX 196; Petras Tr. 183-84. 52 JX 202 at 1. In keeping with this decision, executives who resigned before the IPO— such as former CFO Phil MacNabb—forfeited their unvested B-2 Units in accordance with their contracts. See Petras Tr. 188-89. 53 Klaben Tr. 874-75 (discussing advice from the Board’s compensation consultant). 54 JX 252 at ‘0708 (2020 Incentive Plan). 55 See Klaben Tr. 877-78. 10 In preparation for the IPO, a subsidiary of Topco Parent LP called Sotera

Health Topco Inc. changed its name to Sotera Health Company (“Sotera”).56 Sotera

closed its IPO on November 20, 2020, resulting in over $1 billion in proceeds.57

Topco Parent LP was subsequently dissolved.58 Topco Parent LP unit holders were

advised that their Class B Units would be exchanged for an equivalent value of

restricted shares of Sotera common stock, with each share valued at the IPO price.59

F. The Restricted Stock Agreement

Four days before the IPO, on November 16, Roth and other Sotera managers

holding B-1 and B-2 Units were sent a Restricted Stock Agreement and

Acknowledgment (the “Restricted Stock Agreement”) and a Stockholders

Agreement.60 An email from Sotera’s Chief Human Resources Officer Sally Turner

explained that execution of the Restricted Stock Agreement was a condition to

receiving shares of Sotera stock.61 Class B Unit holders were told that “[i]f any units

[they] currently [held] in Topco Parent [LP] [we]re subject to vesting conditions, the

[Restricted Stock Agreement] provide[d] that generally the same vesting provisions

56 PTO ¶ 47. 57 See Klaben Dep. 236; PTO ¶ 48. 58 PTO ¶ 49. 59 Id. ¶ 50. 60 JX 227. 61 Id. at 1. 11 [would] apply to [Sotera] stock.”62 The email also explained that the Stockholders

Agreement included “terms from the partnership agreement that continue post IPO,

including governance and transfer restrictions on unit holders.”63

Limited partners were given little time to sign the documents, with no

opportunity to negotiate the terms.64 Roth signed the Restricted Stock Agreement

on November 19.65 He signed the Stockholders Agreement on the same day.66

G. The $30 Million Man

In connection with the IPO, Roth acquired vested equity worth over $24

million.67 He also retained a significant amount of unvested B-2 and Super B-2

Units. By 2021, Sotera’s internal calculations showed that the value of Roth’s

unvested equity had reached $17,374,644.68 Warburg referred to Roth as the

“$30M+ man.”69

For Petras, Roth’s equity was a sore subject. On February 11, 2021, he told

Turner he was “still in shock over Kurt’s equity value” and “probably ha[d] a mental

62 Id. 63 Id. 64 Turner Dep. 190, 201-03. 65 PTO ¶ 52; JX 244 (“Restricted Stock Agreement”). 66 PTO ¶ 52; JX 242 (Stockholder Agreement). 67 Restricted Stock Agreement Schedule A; Roth Tr. 113. 68 JX 288 at 2. 69 JX 276 at 1, 2; JX 357 at 3. 12 block on the situation.”70 He requested a copy of Roth’s original contract to

“understand what the drivers were.”71 Petras felt that Roth had received “excess

value relative to what [Petras] thought was fair.”72

Around that time, Petras concluded that Roth was underperforming. Roth had

been hired to lead both “corporate strategy” and “business development.”73 He “did

a good job” in business development but fell short on strategic planning. 74 Roth’s

2020 performance review reflected an “average year” where he “me[t]

expectations.”75 By late February 2021, Petras had begun the process of “chang[ing

Roth] out.”76

H. The Secondary Offering

In early 2021, Sotera and the Sponsors began exploring a secondary offering

of the company’s stock.77 Sotera management, its outside advisors, and the Sponsors

deliberated over the size of the potential offering.

70 JX 284. 71 Id.; see also JX 285. 72 Leffler Tr. 421. 73 Petras Tr. 150. 74 Id. at 152. 75 JX 18; see JX 781. 76 JX 306 at 1. 77 See Petras Tr. 190-91; Klaben Tr. 837-39. 13 On February 12, Petras reminded Warburg’s Neary that a secondary offering

generating proceeds at or above $684 million would “get[] the sponsors 2.5x on [the]

original investment” and cause “all the unvested units to vest.”78 Petras expressed

his “preference” to “keep th[e] secondary below [the] $684[m] hurdle if possible.”79

He viewed vesting as a “retention risk” and “prefer[red] to have a little more time as

a public company before dealing with th[at] risk.”80

Petras expressed the same view to GTCR’s Mihas a few days later.81 Mihas

said that he would be guided by “what the bankers recommended[]” on offering size.

He felt that since the company would “trip” the vesting threshold “in 3 months”

anyway, he would prefer not to “compr[o]mise the offering size.”82 But if “the

bankers recommend[ed] [$]750[m],” he would be willing to keep the offering

smaller so that it would “not trip[]” vesting.83 Petras agreed that “the bankers

w[ould] guide” them, but reiterated that if the recommendation was “close[]” to

78 JX 292 at 1; see also JX 295 at 1 (“Sponsors need to receive just shy of $685M before the B-2s vest.”); JX 311 at 3 (Sotera management determining in 2020 that a $684 million offering would trigger performance unit vesting). 79 JX 292 at 1. 80 Id. 81 JX 297 at 2. 82 Id. 83 Id. 14 hitting the $684 million threshold, they “should consider the retention risks

potential.”84

On March 11, an internal GTCR email stated that “[d]ue to the vesting

issue[,]” Neary and Petras “want[ed] to keep the total proceeds $684MM.”85 Their

modeling reflected that, depending on the number of shares offered—between 20

and 25 million—and “assuming around $25 [per] share[,]” the offering would

generate “about the $684MM.”86 Mihas responded that he had spoken to Petras the

day before, and that Petras “ha[d] no issue blowing thru the [$]684[m]” if the

offering “ha[d] the demand.”87 Warburg ran similar calculations that considered

whether the offering would trip the $684 million threshold.88

The offering was set at 25 million shares.89 The underwriters had a greenshoe

option to purchase another 3.75 million shares.90 And Securities and Exchange

Commission (SEC) rules permitted the Sponsors to “upsize” the offering by another

84 Id. at 1. 85 JX 321 at 2. 86 Id. 87 Id. at 1-2; see also id. at 1 (reflecting that Petras agreed that they should not offer 20 million shares if the “bankers [we]re supportive of 25 [million]”). 88 JX 325 at 1 (considering the vesting “threshold”); JX 335 at 2 (“[I]f we upsize we’d likely trigger the performance vesting threshold . . . . If we price higher than $26 [that] would obviously be closer to trigger threshold [sic] too.”); see also JX 323 at 1-2; JX 324 at 1; JX 330 at 1; JX 588 at 1. 89 JX 334 at 3. 90 Id. 15 20%.91 The offering price was set at $27 per share, which would net selling

stockholders $26.1225 per share.92 Thus, the secondary offering had the potential to

generate approximately $880 million in proceeds.93

One day before the secondary offering, on March 16, the offering was 2x

oversubscribed.94 After the offering launched, however, there was weaker than

expected demand.95 Sotera’s stock traded steadily below the offering price.96 The

underwriters declined to exercise the greenshoe.97 The Sponsors did not upsize the

offering.98 When the secondary offering closed, the Sponsors netted total proceeds

of $588,304,038.79, falling $94.3 million short of the vesting threshold.99

I. The Margin Loan

During the summer of 2021, Sotera’s stock continued to trade below the IPO

price and the secondary offering.100 Internal Warburg models showed that it was

91 JX 326; JX 335; see 17 C.F.R. § 230.462(b). 92 JX 338 at 3. 93 Id. at 18; JX 414 at ‘1799. 94 JX 334 at 4. 95 See JX 352. 96 Cunningham Tr. 473-74. 97 See id. at 472-73. 98 JX 352 (Warburg: “Just caught a bad market. Glad we didn’t upsize.”). 99 JXs 347-48. 100 See JX 413 at 2 (observing that the share price was “hovering at ~$22.20, a slight recovery from the all-time low for the stock” and lower than the IPO price of $23 per share and the secondary offering price of $27 per share); Roth Tr. 134. 16 waiting for a price recovery before launching another follow-on offering.101 A

further offering would also place downward pressure on the stock.102

Warburg looked for other options to pull forward proceeds and improve its

IRR.103 In the summer of 2021, it executed a margin loan for approximately $397

million using a portion of its Sotera shares as collateral.104 The terms of the loan

included a 0.5% upfront fee, plus interest.105 Receipt of the proceeds would bring

forward Warburg’s IRR, but it would be dilutive to cash—even if Sotera’s stock

performed well.106

Warburg internally characterized the loan as a “realization” event.107 Warburg

presentations included the margin loan in calculating over $1.3 billion of “Realized

Proceeds” from its Sotera investment.108 This indicated a 3.4x return on Warburg’s

initial $381 million investment.109

101 JX 413 at 2 (noting it would be best to do another follow-on offering when the price was “north of $25/share”); JX 410 at 18. 102 See Guay Tr. 903; see also Chen Tr. 313. 103 See Chen Tr. 374. 104 JX 406 at 1; JX 402 at ‘21532. 105 JX 368. 106 JXs 312-13; JXs 369-70; Neary Tr. 567-68. 107 JX 402 at 45; JX 406 at 1. 108 JX 402 at 45; JX 410 at 1-18; JX 595 at 50; see Neary Tr. 601-02; Neary Dep. 142. 109 JX 406 at 1; JX 408 at 1; Neary Dep. 144. 17 Nearly $400 million of that $1.3 billion was subject to repayment.110

Repayment came sooner than Warburg had hoped. Sotera’s stock did not perform

well.111 Capital calls on the loan were made, and Warburg repaid the loan early in

its entirety, which reduced both its IRR and multiple of money (MoM).112

Sotera did not count the margin loan as a Sponsor Inflow for purposes of B-2

Unit vesting.113

J. The Block Trade

In June 2022, Sotera was added to the S&P MidCap 400 Index—a benchmark

index “designed to measure the [stock price] performance of 400 mid-sized

companies.”114 The listing created the possibility for the Sponsors “to sell a small

block” of Sotera shares.115 The Sponsors considered making a block trade—a

privately arranged sale of shares outside of public exchanges—to take advantage of

the increased market demand.116

110 Neary Tr. 602. 111 See Chen Tr. 405-06. 112 JX 472; Chen Tr. 405-06. 113 See JX 376; Klaben Tr. 853-56. 114 JX 517 (Guay Report) ¶ 54. 115 JX 435. 116 JX 427 at 2. 18 One consideration was the B-2 vesting threshold.117 Sotera’s CFO, Scott

Leffler, had resigned in May 2022 but remained employed until late July 2022.

Warburg was mindful that Leffler had 675,000 B-2 Units that were unvested, which

would involve “meaningful dollars” if vesting were triggered.118

There were several other considerations. First, Sotera was facing its first

major jury trial about Sterigenics’ emissions of ethylene oxide at an Illinois

facility.119 The Sponsors believed it would be “very bad” market signaling to sell

right before that August 2022 trial.120 Second, Sotera’s stock price remained on a

“downward trajectory,” and the Sponsors felt that a block sale would precipitate a

further decline.121 Third, within days of the S&P listing, market demand generated

by the index inclusion “dwindled,” shrinking the opportunity from 10 million shares

to just three or four million.122

The Sponsors opted not to execute the block sale.

117 See id.; JX 434. 118 JX 434 at 1 (“Triggering the B-2 [U]nits: [at a] [p]erformance threshold [of] 2.5x MOIC . . . at 2.37x today (excl. our proceeds from the margin loan) . . . will be very tight if we want to stay below.”); see also JX 427 at 1 (contemplating whether to exercise the block trade, Nealy asked: “What would this do to trigger the Bs? Remember we have someone who has resigned but is still employed. Could be a big problem if we execute in June.”). 119 See Chen Tr. 314. 120 See id.; Cunningham Tr. 477; JX 439. 121 Chen Tr. 317 (testifying that a block trade would be a “very negative market signal”); see JX 415; JX 444. 122 Neary Tr. 568-69; see JX 435. 19 K. Roth’s Resignation

In August 2022, Petras offered Roth a position leading Sotera’s M&A

efforts.123 It was a demotion. Roth’s compensation and responsibilities would be

materially reduced, and he would report to whoever replaced him as SVP of

Corporate Development and Strategy.124 But taking the position would have allowed

Roth to stay at Sotera and retain his unvested B-2 Units.125

Instead, Roth pursued employment elsewhere. He had begun to look for

another job in 2021 when Petras began to signal his dissatisfaction with Roth’s

performance.126 In October 2021, Roth accepted a position with another company

and signed an offer letter that delayed his start date until December 31, 2022.127 Roth

told no one at Sotera that he had accepted a job offer until March 2022.128

As Roth’s start date neared, he asked Sotera to vest his B-2 Units early.

Sotera’s compensation committee decided that vesting should proceed under the

123 Roth Tr. 70-71, 73; Petras Tr. 176; JX 455. 124 Roth Tr. 70-71; see Petras Tr. 285-86. 125 Petras Tr. 177; see JX 455 (Petras telling Roth that “any unvested equity will be forfeited” if Roth left Sotera). 126 See supra notes 74-76 and accompanying text. 127 JX 782. 128 JX 417; Petras Tr. 173-74. 20 relevant contracts and declined to vest Roth’s shares early.129 When Roth resigned

in September 2022, he forfeited his unvested equity.

In March 2024, the Sponsors conducted a secondary offering that resulted in

the vesting of the B-2 Units.130 The B-2 Unit holders who remained at Sotera

received their vested shares.131

L. This Litigation

In December 2022, Roth filed this lawsuit against Sotera.132 He brought

claims for breaches of contract and of the implied covenant of good faith and fair

dealing, conversion, to compel an accounting, and for a declaratory judgment.133

Sotera answered the complaint in March 2023.134

Sotera moved for partial summary judgment on Roth’s breach of contract

claim and for judgment on the pleadings. In a September 23, 2024 memorandum

opinion, I granted summary judgment in part, concluding that the Restricted Stock

Agreement unambiguously incorporated the pre-IPO vesting and forfeiture

conditions for Roth’s unvested B-2 Units, and that Roth was not entitled to severance

129 Petras Tr. 125, 241; JX 165. 130 See PTO ¶ 75; JX 771 at 17. 131 Petras Tr. 206-07; JX 771. 132 Verified Compl. (Dkt. 1). 133 Id. ¶¶ 50-74. 134 Sotera’s Answer to Verified Compl. (Dkt. 9). 21 benefits because he refused to sign a required release.135 I also granted judgment on

the pleadings in Sotera’s favor on Roth’s conversion and equitable accounting

claims.136 I denied summary judgment on whether the vesting threshold for the B-2

Units was met at the time of Roth’s resignation, and denied judgment on the

pleadings as to Roth’s claims for breach of the implied covenant of good faith and

fair dealing and declaratory judgment.137 Left for trial were the factual determination

of whether Sponsor Inflows exceeded Sponsor Outflows by 2.5 times before Roth’s

departure (for the breach of contract claim), and the implied covenant and

declaratory judgment claims.

Trial took place from July 7 to 9, 2025.138 Post-trial briefing was complete as

of November 24.139 Post-trial argument was held on December 8, and the matter

was submitted for decision at that time.140

135 Mem. Op. Regarding Mots. for Partial Summ. J. and for J. on Pleadings (Dkt. 176) (“Mem. Op.”) 2, 18, 26, 35. 136 Id. at 2, 27, 35. 137 Id. at 2, 19, 27, 35. 138 See Trial Trs., Vols. I-III. See Pl.’s Corrected Opening Post-trial Br. (Dkt. 290) (“Pl.’s Opening Post-trial Br.”); 139

Defs.’ Answering Post-trial Br. (Dkt. 292); Pl.’s Post-trial Reply Br. (Dkt. 295). 140 Tr. of Post-trial Oral Arg. (Dkt. 299). 22 II. LEGAL ANALYSIS

Roth claims that Sotera breached its contractual obligations and the implied

covenant of good faith and fair dealing by purposely structuring corporate

transactions and forcing his resignation to prevent his B-2 Units from vesting. He

seeks declarations that the vesting conditions for B-2 Units were met by March 2021

and that Sotera constructively terminated him, as well as money damages of

approximately $13.2 million representing the value of the unvested B-2 and Super

B-2 Units he lost upon his resignation.141 Roth has the burden of proving his claim

by a preponderance of the evidence.142 He did not meet that burden.

My analysis proceeds in three parts. First, I address Roth’s breach of contract

claim. I conclude that under the unambiguous terms of the governing agreements,

the Sponsors Inflow Trigger Date was unmet before Roth resigned. Second, I

analyze Roth’s claim for breach of the implied covenant of good faith and fair

dealing. I find that Roth did not show Sotera acted unreasonably or in bad faith

when navigating financing and liquidity events, or that Sotera constructively

terminated him. Third, because Roth’s breach of contract and implied covenant

141 PTO § V.A ¶¶ 1, 3; Thomas Tr. 744, 758. 142 Revolution Retail Sys., LLC v. Sentinel Techs., Inc., 2015 WL 6611601, at *9 (Del. Ch. Oct. 30, 2015) (“Proof by a preponderance of the evidence means proof that something is more likely than not.”); In re Coverdale, 1987 WL 758002, at *3 (Del. Ch. Aug. 3, 1987) (explaining that the “burden of proof in civil cases in Delaware is typically one of preponderance of the evidence” (citation omitted)). 23 claims fail, I deny his duplicative request for a declaratory judgment. I do not reach

Roth’s request for damages.

A. Breach of Contract

Roth claims that Sotera breached its obligations in the Restricted Stock

Agreement and Senior Management Agreement when, in September 2022, it “took

620,523 shares of stock from him in connection with his Good Reason

resignation.”143 As I previously held at the summary judgment stage, the relevant

vesting and forfeiture conditions survived the company’s transition from a limited

liability company to a limited partnership to a public corporation, and remained

applicable to Roth’s unvested Sotera stock through an incorporation provision in his

Restricted Stock Agreement.144

To prevail on his breach of contract claim, Roth must show “first, the

existence of the contract, whether express or implied; second, the breach of an

obligation imposed by that contract; and third, the resultant damage to the

plaintiff.”145 The analysis is governed by settled principles of contract interpretation.

143 Pl.’s Opening Post-trial Br. 54; see also PTO ¶ 72 (stipulating that “[o]n September 14, 2022, Sotera removed 620,523 shares of Sotera Health Company stock from [Roth’s] Compushare account”). 144 Mem. Op. 25, 35; see Restricted Stock Agreement § 3(b). 145 VLIW Tech., LLC v. Hewlett-Packard Co., 840 A.2d 606, 612 (Del. 2003); see also H-M Wexford LLC v. Encorp, Inc., 832 A.2d 129, 140 (Del. Ch. 2003) (reciting the elements of a breach of contract claim). 24 “Delaware law adheres to the objective theory of contracts,” meaning that “a

contract’s construction should be that which would be understood by an objective,

reasonable third party.”146 “When interpreting a contract, [the] Court ‘will give

priority to the parties’ intentions as reflected in the four corners of the

agreement.’”147

The key contract provision is Section 3(b) of the Restricted Stock Agreement,

which incorporates the vesting conditions from the Topco Parent LP Agreement.148

Under those agreements, the B-2 Units vest upon a Sponsors Inflow Trigger Date.149

This trigger date is defined as “the first date on which [] the Sponsor Inflows for

such Sponsor through such date are at least two and one-half (2 ½) times the Sponsor

Outflows for each Sponsor through such date.”150 If the vesting conditions were

satisfied as of Roth’s resignation in September 2022, then Sotera breached the Senior

Management Agreement and Restricted Stock Agreement by refusing to recognize

the vesting and non-forfeiture of Roth’s equity. Thus, to prevail on his breach of

146 Salamone v. Gorman, 106 A.3d 354, 367-68 (Del. 2014) (quoting Osborn ex rel. Osborn v. Kemp, 991 A.2d 1153, 1159 (Del. 2010)). 147 Id. at 368 (quoting GMG Cap. Invs., LLC v. Athenian Venture P’rs I, L.P., 36 A.3d 776, 779 (Del. 2012)). 148 Mem. Op. 22; Restricted Stock Agreement § 3(b). 149 Topco Parent LP Agreement § 3.02(c)(ii); see also Topco Parent LLC Agreement § 3.02(d)(ii). 150 Topco Parent LP Agreement § 1.01; see also Topco Parent LLC Agreement § 1.01. 25 contract claim, Roth must prove that both GTCR and Warburg received Sponsor

Inflows that exceeded Sponsor Outflows by 2.5x as of September 2022.

The parties have stipulated to certain cash inflows received by the Sponsors

between 2016 and 2021.151 Roth contends that two additional amounts must be

counted, which would trigger the vesting conditions: (1) the May 2015 $1.13 billion

payment received by GTCR Fund IX in connection with the recapitalization

transaction;152 and (2) the funds Warburg pulled forward through the June 2021

margin loan.153 As explained below, neither the GTCR Fund IX payment nor the

Warburg margin loan created a Sponsor Inflow.

151 The parties stipulated to the following Sponsor Inflows: (1) “[i]n November 2016, Warburg received a Sponsor Inflow of $196,967,609, and GTCR received a Sponsor Inflow of $131,311,739”; (2) “[i]n November 2017, Warburg received a Sponsor Inflow of $115,062,496, and GTCR received a Sponsor Inflow of $76,708,331”; (3) “[i]n August 2018, Warburg received a Sponsor Inflow of $54,503,390, and GTCR received a Sponsor Inflow of $36,335,593”; (4) “[i]n November 2018, Warburg received a Sponsor Inflow of $42,038,419, and GTCR received a Sponsor Inflow of $28,025,613”; (5) “[i]n August 2019, Warburg received a Sponsor Inflow of $179,844,813, and GTCR received a Sponsor Inflow of $119,896,542”; (6) “[i]n September 2019, Warburg received a Sponsor Inflow of $51,680,129, and GTCR received a Sponsor Inflow of $34,453,419”; (7) “[i]n December 2019, Warburg received a Sponsor Inflow of $138,173,319, and GTCR received a Sponsor Inflow of $92,115,546”; and (8) “[i]n November 2020, Warburg received a Sponsor Inflow of $1,349,057, and GTCR received a Sponsor Inflow of $899,371.” PTO ¶¶ 54-61. 152 Pl.’s Opening Post-trial Br. 20. 153 Id. at 48, 55. 26 1. The Fund IX Payment

Roth contends that the $1.13 billion payment received by GTCR Fund IX in

May 2015 must be counted as a Sponsor Inflow for purposes of calculating the

vesting threshold.154 The defendants, however, insist that Fund IX is a separate

corporate entity from the Sponsor defined in the governing agreements and that the

2015 payment was a buyout of a predecessor entity, not a distribution on the newly

created equity.155 The defendants are correct.

The Topco Parent LLC Agreement defines Sponsor Inflows as:

[W]ith respect to each Sponsor . . . all cash payments by or on behalf of the Company . . . received by such Sponsor with respect to or in exchange for Membership Units . . . from the Closing through the date of determination of the Sponsor Inflows.156

Roth’s argument is inconsistent with the plain language of this definition for two

reasons. The payment was neither received by a Sponsor nor with respect to

Membership Units.

154 Id. at 14-15, 20. 155 Defs.’ Answering Post-trial Br. 50-51. 156 Topco Parent LLC Agreement § 1.01 (emphasis added) (defining “Sponsor Inflows” as “with respect to each Sponsor, without duplication, as of any date, all cash payments by or on behalf of the Company (including distributions but excluding (a) Tax Distributions, (b) management fees, (c) expense reimbursements and (d) indemnification payments) received by such Sponsor with respect to or in exchange for Membership Units (whether such payments are received from the Company or any third party) from the Closing through the date of determination of the Sponsor Inflows”). 27 a. Not a Sponsor

The Topco Parent LLC Agreement defines the GTCR-affiliated Sponsor as

the “GTCR Members together and their [respective] Permitted Transferees.”157

“GTCR Members,” in turn, is defined to mean “GTCR Fund XI/A LP, GTCR Fund

XI/C LP, GTCR Co-Invest XI LP and their respective Affiliates that are

Members.”158 “Permitted Transferees” include the spouse, relatives, administrator,

or trustees of a Management Member.159 GTCR Fund IX is not included in these

definitions. Nor is it listed as a Member in Schedule A to the Topco Parent LLC

Agreement.160

Roth attempts to overcome this exclusion by arguing that Fund IX qualifies

as an “Affiliate” of Fund XI because both funds are under the “common control” of

157 Id. (defining “Sponsor” as “either (i) the WP Members together and their Permitted Transferees, as the context requires, or (ii) the GTCR Members together and their Permitted Transferees, as the context requires”). 158 Id. (defining “GTCR Members” as “collectively, GTCR Fund XI/A LP, GTCR Fund XIIC LP, GTCR Co-Invest XI LP and their respective Affiliates that are Members, each of which shall act through the applicable GTCR Designated Sponsor Fund except as expressly provided otherwise herein”). 159 Id. (defining “Permitted Transferees” as “(i) with respect to any Management Member, any spouse, lineal descendant, parent, heir, sibling, executor, administrator, testamentary trustee or legatee of such Member or any trust or other Person in which the sole (direct or indirect) beneficiaries or other equity holders thereof are such Member or any of the other Persons referred to herein; (ii) with respect to any Sponsor, any Affiliate of such Sponsor; and (iii) with respect to the Co-Investor, any Affiliate of such Co-Investor and any Co- Invest Partner”). 160 Id. at Schedule A; see also id. at Schedule B (listing the specific Fund XI entities that made new capital contributions to Topco Parent LLC, of which Fund IX is not included). 28 GTCR LLC.161 The Topco Parent LLC Agreement defines “Affiliate” as “with

respect to any Person, any other Person that directly or indirectly Controls, is

Controlled by, or is under common Control with, such Person.”162 “‘Control’ means

the possession, directly or indirectly, of the power to direct or cause the direction of

the management and policies of a Person, whether through the ownership of voting

securities, by contract or otherwise, and ‘Controlled’ has a correlative meaning.”163

GTCR Fund XI and Fund IX were not under common control, however.

GTCR LLC does not “Control” these funds.164 Rather, GTCR LLC is a

separate entity formed to provide advisory services to the various investment

funds.165 Although Roth points out that the investment committee members for both

Fund IX and Fund XI were also GTCR LLC employees,166 GTCR LLC does not

direct the management and policies of the funds. Each GTCR fund has its own

separate investment committee, which makes the major investment decisions for and

exclusively governs the specific fund.167

161 Pl.’s Opening Post-trial Br. 11-13. 162 Topco Parent LLC Agreement § 1.01; see also id. (defining “Person” as “any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, governmental entity or any other entity”). 163 Id. 164 See supra note 2 and accompanying text. 165 See Cunningham Tr. 457, 483-84. 166 Pl.’s Opening Post-trial Br. 11-13. 167 See Cunningham Tr. 490; Mihas Tr. 627-28. 29 Fund IX and Fund XI were separate pools of capital, raised years apart.168

They had different bases of limited partner investors.169 And they were governed by

different investment committees.170 Because they were separate entities, not under

the common Control of GTCR LLC, Fund IX is not an Affiliate of Fund XI. I cannot

rewrite the contractual definition of Sponsor to include an exited fund.171

b. Not for Membership Units

Even if Fund IX could be considered part of the Sponsor, the $1.13 billion

payment was not made “with respect to or in exchange for Membership Units.”172

168 See Cunningham Tr. 459, 461 (testifying that GTCR Fund IX was raised in 2006 and GTCR Fund XI was raised in 2014); id. at 490 (testifying that GTCR investment committees are fund by fund, and there is not an overarching GRCR LLC structure); see also supra note 3 and accompanying text. 169 See Cunningham Tr. 462. Roth argues that “[r]oughly half the limited partners of Fund IX also invested in Fund XI.” Pl.’s Opening Post-trial Br. 11 n.1 (citing JX 590 at 12-15 and JX 591 at 11-15). The fact that there was some overlap in ownership is not determinative common control. The investment committees—not the fund owners—were charged with making major investment decisions for the fund. See Cunningham Tr. 490; cf. Anglo Am. Sec. Fund, L.P. v. S.R. Global Intern. Fund, L.P., 829 A.2d 143, 154 (Del. Ch. 2003) (stating that, “[u]nder the terms of the [governing a]greement, the limited partners have absolutely no control over the governance and management of the Fund[s]”). 170 See Cunningham Tr. 490. 171 Roth cites two GTCR entities’ SEC filings to claim that GTCR Fund IX and XI are “affiliated with GTCR LLC.” Pl.’s Opening Post-trial Br. 12‑13; JX 581 at 9; JX 569 at 8. These references are irrelevant to the contractual definitions for when a Sponsor Inflow is achieved. SEC rules concerning beneficial ownership cannot supplant the terms of the parties’ agreements. 172 Topco Parent LLC Agreement § 1.01 (defining “Sponsor Inflows”); see supra note 156 and accompanying text. 30 “Membership Units” is defined as the equity interests—the Class A and Class B

Units—of the newly formed Topco Parent LLC.173

The May 2015 payment to Fund IX was for the buyout of its equity in the

Predecessor Parent.174 As Sotera General Counsel Matthew Klaben credibly

testified, the May 2015 transaction paid off the old capital structure, removed Fund

IX from the enterprise, and revised the capital structure going forward.175 It was

only under this new structure that the B-2 Units and their corresponding vesting

hurdles were created.176

Sotera’s contemporaneous records corroborate this testimony. Its audited

financial statements record May 15, 2015 as a dividing line in the company’s capital

structure.177 The financial statements categorize the enterprise into “Predecessor”

and “Successor” entities, with the divide being the consummation of the stock

173 Topco Parent LLC Agreement § 1.01 (defining “Membership Units” as “membership interests in the Company (including, without limitation, Class A Units and Class B Units)” that represent “a limited liability company interest with the rights, powers and preferences provided in this Agreement and by the Act”). 174 PTO ¶ 14; see supra Section I.A (detailing how SNH LLC used financing to pay the Predecessor Parent approximately $1.13 billion to purchase SHI’s outstanding stock, resulting in the Predecessor Parent divesting itself of its interest). 175 See Klaben Tr. 787. 176 See Cunningham Tr. 465; supra Section I.C (explaining that Roth’s employment and equity grants occurred in late 2015 and early 2016, months after the recapitalization). 177 JX 7 at 20. 31 acquisition that brought Sterigenics into the revised corporate structure.178 They also

show that the Predecessor entity’s equity-based awards vested upon the exit of

GTCR Fund IX.179 The investment by GTCR Fund XI and Warburg, by contrast,

established “a new structure, a new investment vehicle, with new investors and new

terms for the investment” for the Successor, including B Units.180

Adopting Roth’s interpretation would lead to a commercially absurd result.181

Each time a B Unit was awarded, a participation threshold was set to account for

investment activity before the grant to avoid “spring load[ing]” and conferring a

windfall on the grantee.182 Roth’s own participation threshold was set at zero, which

shows that the 2015 recapitalization reset the investment profile for the company

and that Fund IX’s exit was not intended to be incorporated into the B Unit grants

issued post-recapitalization.183 If the $1.13 billion buyout of Fund IX counted as a

Sponsor Inflow for the new enterprise, GTCR’s return threshold would have been

178 Id. 179 Id. at 49; Klaben Tr. 805. 180 Klaben Tr. 787; Cunningham Tr. 465. 181 See Manti Hldgs., LLC v. Authentix Acq. Co., 261 A.3d 1199, 1211 (Del. 2021) (“Delaware courts read contracts as a whole, and interpretations that are commercially unreasonable or that produce absurd results must be rejected.”); Osborn, 991 A.2d at 1160 (“An unreasonable interpretation produces an absurd result or one that no reasonable person would have accepted when entering the contract.”). 182 See Klaben Tr. 806-08. 183 See id. at 808. 32 met upon its investment in Sterigenics.184 Nothing in the record suggests that

anyone—including Roth—believed in 2015 that Fund IX’s exit generated a Sponsor

Inflow. Roth seems to have developed that view after his resignation.

Accordingly, the $1.13 billion payment to GTCR Fund IX was a buyout of a

predecessor entity’s equity by a distinct investment fund.185 It does not qualify as a

Sponsor Inflow under the plain language of the governing agreements.

2. The Margin Loan

Roth next argues that the $397 million Warburg margin loan, executed in the

summer of 2021, constitutes a Sponsor Inflow.186 He asserts that because Warburg

internally characterized the loan as a realization event and used the funds to “pull

forward proceeds” to improve its IRR, the funds must be counted toward the vesting

threshold.187 Warburg’s internal discussions about the loan are irrelevant to the

transaction’s true economic nature.

The margin loan does not qualify as a Sponsor Inflow under the plain language

of the governing agreements. As defined above, a Sponsor Inflow requires a “cash

184 See id. at 802-03. 185 See supra Section I.B. 186 Pl.’s Opening Post-trial Br. 55; see supra Section I.I (detailing the summer 2021 margin loan). 187 JX 281 (asking “do we want to pledge our stock for a loan that allows us [to] pull forward proceeds”); see JX 305 (stating that “IRR/distribution management is clearly the single largest driver” of margin loan facilities); JX 408 at 3 (Warburg presentation referring to $1.3 billion “returned” from Sotera, including the margin loan). 33 payment” received “with respect to or in exchange for Partnership Units.”188 The

margin loan was not a cash payment in exchange for units. It was a loan secured by

Sotera stock as collateral.189 Warburg retained ownership of the shares and bore the

full risk of the investment.190

This distinction is not merely semantic. Warburg owed the money back to the

lender.191 When Sotera’s stock price declined, Warburg faced capital calls and

ultimately had to repay the loan early, plus fees and penalties.192 Classifying loan

proceeds subject to repayment as a “cash payment” representing a return on

investment would be, as Sotera’s outside counsel contemporaneously advised

Klaben, an “anomalous outcome.”193 If the loan proceeds were a Sponsor Inflow,

188 Topco Parent LP Agreement § 1.01 (defining “Sponsor Inflows”); see supra note 156 and accompanying text (defining “Sponsor Inflows” in the Topco Parent LLC Agreement). 189 Neary Tr. 566 (“A margin loan is a loan against a liquid stock position.”); JX 373 at 1 (Klaben seeking legal advice regarding a loan “secured by a lien on the SHC stock”). 190 Guay Tr. 901-02 (explaining that a private equity firm that takes out a margin loan “still own[s] the shares, they still bear the full risk of the shares[]” and are “right back to the same position they were before” after repayment). 191 Neary Tr. 558 (“These are loans. We owe the money back.”); Chen Tr. 310-11 (“Warburg Pincus Fund 11, is on the hook for making [—] paying back margin calls as well as ultimately repaying the entire loan . . . .”). 192 See Chen Tr. 311; supra notes 110-112 and accompanying text. 193 JX 376 at 2. 34 the subsequent repayment would necessarily be a Sponsor Outflow, negating the

benefit for vesting purposes.194

Roth makes much of internal Warburg emails suggesting the firm takes

“carry” on margin loans and that a Warburg partner included the margin loan in an

internal presentation calculating Warburg’s “Realized Proceeds.”195 But, again,

internal descriptions do not alter the economic reality of the transaction or the

definitions in the Topco Parent LP Agreement.196 In any event, Warburg never took

carry on the Sotera margin loan, treating it instead as a base capital distribution.197

Because the margin loan proceeds were risk capital subject to repayment, they were

not a “cash payment” and therefore not a Sponsor Inflow.198

194 Topco Parent LP Agreement § 1.01 (defining “Sponsor Outflows” as including “all cash payments to or for the benefit of the Company . . . by such Sponsors”). JX 371 at 1 (Mihas writing “they take carry when the[y] do this according to [Neary]”); 195

JX 408 at 3. 196 Chen Tr. 389-90 (explaining that the word “proceeds” was used in the context of internal talking points, which is “different than cash payments in the context of a heavily negotiated legal document with really specific definitions”). 197 Neary Tr. 594 (“[W]e didn’t take carry on it.”); Chen Tr. 311 (“My understanding is we did not. It was treated as a base capital distribution.”). 198 Topco Parent LP Agreement § 1.01. 35 Moreover, the definition of Sponsor Inflow requires each Sponsor to

independently meet the threshold.199 GTCR did not participate in the margin loan.200

Because I have concluded that the May 2015 payment to GTCR Fund IX was not a

Sponsor Inflow, GTCR had not met the 2.5x threshold as of July 2021. As a result,

even if the margin loan proceeds counted as a Sponsor Inflow for Warburg, the

Sponsors Inflow Trigger Date would not have occurred because the threshold was

not met for both Sponsors.201

* * *

In sum, Roth failed to prove that the Sponsors Inflow Trigger Date occurred

before his departure. Neither the GTCR Fund IX Payment nor the Warburg margin

loan constitutes a Sponsor Inflow under the clear and unambiguous terms of the

governing agreements. As a result, Sotera did not breach its contractual obligations

when it declined to vest Roth’s B-2 Units before his resignation.

199 Id. (defining “Sponsors Inflow Trigger Date” as “the first date on which [] the Sponsor Inflows for each Sponsor through such date are at least two and one-half (2 1/2) times the Sponsor Outflows for such Sponsor” (emphasis added)); see PTO ¶ 17. 200 Cunningham Tr. 474 (testifying that no GTCR fund has ever taken out a margin loan); JX 308 (“It looks like GTCR is going to be a pass on the margin loan for Sotera.”). 201 See JX 376. 36 B. Breach of the Implied Covenant

Roth next claims that Sotera breached the implied covenant of good faith and

fair dealing.202 The implied covenant “is a limited and extraordinary remedy and is

not an equitable remedy for rebalancing economic interests after events that could

have been anticipated, but were not, that later adversely affected one party to a

contract.”203 Obligations under the implied covenant “should be implied only in rare

instances.”204

The implied covenant is generally used in two scenarios: (1) as a gap-filler

where “a situation has arisen that was unforeseen by the parties” and (2) “when a

party to the contract is given discretion to act [and] the discretion has been used in a

way that is impliedly proscribed by the contract’s express terms.”205 It “cannot be

used to circumvent the parties’ bargain, or to create a ‘free-floating duty unattached

to the underlying legal documents.’”206

Roth claims that the implied covenant fills a gap in the agreements governing

his B-2 Units: his grant notice, the Topco Parent LLC/LP Agreements, and the

202 Pl.’s Opening Post-trial Br. 55. 203 VH5 Cap., LLC v. Rabe, 2023 WL 4305827, at *24 (Del. Ch. June 30, 2023) (citation omitted). 204 Homan v. Turoczy, 2005 WL 2000756, at *18 (Del. Ch. Aug. 12, 2005). 205 Oxbow Carbon & Mins. Hldgs., Inc. v. Crestview-Oxbow Acq., LLC, 202 A.3d 482, 504 n.93 (Del. 2019). 206 DG BF, LLC v. Ray, 2021 WL 776742, at *15 (Del. Ch. Mar. 1, 2021) (citation omitted). 37 Restricted Stock Agreement.207 He described the gap in these agreements as a failure

to define how “the Sponsors are to exercise their discretion” to execute capital

markets transactions, and a failure to “expressly require either party to avoid

intentional conduct that would prevent vesting.”208 The agreements do not mandate

a specific timeline or guarantee a particular exit for the Sponsors to monetize their

investment. Roth contends that the implied covenant fills this gap, preventing Sotera

(and the Sponsors) from exercising their discretion in bad faith to intentionally

thwart the vesting of B-2 Units.209

Roth is correct that parties to a contract must “refrain from arbitrary or

unreasonable conduct which has the effect of preventing the other party to the

contract from receiving the fruits of the bargain.”210 Indeed, an employer may not

“use[] its ‘superior bargaining power [to] . . . depriv[e] the employee of

compensation that is clearly identifiable and is related to the employee’s past

service.’”211 Yet he has not proven that Sotera (or the Sponsors) acted in bad faith

207 Pl.’s Post-trial Opening Br. 57-58. 208 Pl.’s Post-trial Reply Br. 18-19. 209 Pl.’s Post-trial Opening Br. 57-58; see Pl.’s Post-trial Reply Br. 18-19. 210 Dunlap v. State Farm Fire & Cas. Co., 878 A.2d 434, 442 (Del. 2005) (citation omitted). 211 E.I. DuPont de Nemours & Co. v. Pressman, 679 A.2d 436, 442 (Del. 1996) (quoting Magnan v. Anaconda Indus., Inc., 479 A.2d 781, 788 (Conn. 1984) (citation omitted)); see also Mem. Op. 30. 38 or exercised their discretion to arbitrarily or unreasonably deprive him of

compensation.

Roth’s implied covenant has two primary facets. First, he asserts that Sotera

intentionally manipulated corporate transactions to keep Sponsor Inflows just below

the $684 million threshold that would have caused B-2 Units to vest. Second, he

argues that once it became clear the vesting threshold would be met, Petras demoted

Roth to force him into a Good Reason resignation. Roth has not proven either

theory.212

1. Structuring Transactions to Evade Vesting

Roth contends that Sotera breached the implied covenant by “block[ing] any

transaction that would compel it to recognize vesting, no matter what the terms of

the transaction[.]”213 He accuses Sotera of acting to prevent the vesting of B-2 Units:

structuring Sotera’s IPO to avoid a payout to the Sponsors; artificially capping the

size of the March 2021 secondary offering and directing the bankers not to exercise

the greenshoe option; and abandoning a block trade in 2022. He argues that the IPO

and secondary offering were structured “so as to avoid vesting criteria[,]” and the

212 To the extent Roth advanced other claims or theories of liability—such as unjust enrichment or additional breaches of the implied covenant of good faith and fair dealing— he did not press them in his post-trial briefing. Such claims are therefore deemed waived. See Emerald P’rs v. Berlin, 726 A.2d 1215, 1224 (Del. 1999) (“Issues not briefed are deemed waived.”); In re IBP, Inc. S’holders Litig., 789 A.2d 14, 62 (Del. Ch. 2001) (explaining that arguments not addressed in post-trial briefing are waived). 213 Pl.’s Opening Post-trial Br. 58. 39 block trade was “specifically not taken” because of its “perceived impact on

vesting.”214

Roth did not prove that these actions or inactions breached the implied

covenant. The record shows that Sotera and the Sponsors were mindful of the

vesting criteria in considering the transactions. But none of their decisions were

made arbitrarily or in bad faith. To the contrary, the ultimate decisions on the

transactions were driven by legitimate economic and business considerations that

had nothing to do with Roth.

a. The IPO

Roth asserts that the decision to undertake an IPO was influenced by Sotera’s

desire to prevent B-2 Units from vesting. The Topco Parent LP Agreement does not

treat an IPO as a vesting event.215 He argues that the Board could have pursued a

full or partial sale of the company—which would have generated Sponsor Inflows—

but deliberately chose an IPO to avoid vesting.216

214 Id. at 60. 215 Topco Parent LP Agreement § 1.01 (excluding IPO from the defined term “Sale of the Company,” which is a vesting event for B-1 Units under Section 3.02(c)(i)(B)). Section 13.03 also provides that “vesting and termination of the awards . . . shall continue” after an IPO, indicating that an IPO is not itself a vesting event. Id. § 13.03; see also JX 213 at 12 (presentation stating that “a primary IPO in and of itself should not affect the vesting of the management units”). 216 Pl.’s Opening Post-trial Br. 24. 40 The evidentiary record refutes this contention. The Board explored the sale

of all or part of the company, which could have caused B-2 Units to vest.217 It

concluded, on the advice of JP Morgan, that an IPO was the appropriate path.218

Moreover, the contractual threshold for B-2 Unit vesting was not achieved at

the time of the IPO.219 The November 2020 IPO was a primary offering, meaning

the proceeds were used to pay down the company’s debt to reach a leverage ratio

acceptable to the public markets.220 The private equity Sponsors did not sell any

shares or receive any proceeds from the IPO.221 It was, as Warburg’s Chen testified,

“a financing event for the company and not a liquidity event for the investors.”222

Roth also avers that Sotera breached the implied covenant by choosing not to

accelerate vesting for B-2 Unit holders in connection with the IPO. The implied

covenant cannot, however, be used to penalize a party for refusing to gratuitously

217 See supra notes 41-43 and accompanying text. 218 Cunningham Tr. 463; JX 234 at ‘2442; JX 238 at ‘2569. 219 Roth cites to portions of the record where Sotera determined, in connection with the IPO, to recognize an approximately $4.9 million compensation expense related to all historical B-Unit grants. Pl.’s Opening Post-trial Br. 34-35; see JX 183. But the decision was not an admission that B-2 Unit vesting was soon to occur. See Klaben Dep. 319-20. It was based on an application of GAAP to a public company with shares that could now trade in a liquid market. See Rahe Dep. 156-57; JX 252 at ‘0959. 220 See Neary Tr. 555; Petras Tr. 186; see supra Section I.E. 221 See Chen Tr. 299; see supra notes 103-113 and accompanying text. 222 Chen Tr. 299. 41 amend a contract,223 or declining to voluntarily grant a benefit that the plaintiff never

secured at the negotiating table.224

Although some Sotera directors considered whether to accelerate the vesting

of B-2 Units ahead of the IPO,225 there is no evidence that they were motivated by a

desire to deprive Roth of the benefit of his bargain.226 Sotera opted not to vest the

Units because the Board determined doing so would not be in Sotera’s best

interest.227 Instead, it chose to allow vesting in the ordinary course, consistent with

the terms of the governing agreements.228

There were several valid business reasons for that conclusion. First, Sotera

had disclosed to the SEC that it would convert the B-2 Units to restricted stock units

upon the IPO, subject to the same vesting criteria as the B-2 Units.229 Second, there

223 See Nemec v. Shrader, 991 A.2d 1120, 1128 (Del. 2010) (“A party does not act in bad faith by relying on contract provisions for which that party bargained where doing so simply limits advantages to another party.”). 224 See Blaustein v. Lord Baltimore Cap. Corp., 84 A.3d 954, 959 (Del. 2014) (explaining that “[t]he implied covenant of good faith and fair dealing cannot be employed to impose new contract terms that could have been bargained for but were not”). 225 See JX 199. 226 Again, an IPO was not a vesting event. See supra note 215 and accompanying text. 227 See JX 204 at 2 (Petras outlining reasons why it would be problematic for Sotera to accelerate vesting); supra notes 46-50 and accompanying text. Roth accuses Petras of “quash[ing]” accelerated vesting. Pl.’s Opening Post-trial Br. 26. But there is no evidence that Petras had the ability to control the decision-making of Sotera’s Board. See Petras Tr. 178 (testifying he was “one voice in the room”); Klaben Tr. 875. 228 Klaben Tr. 874-75, 877-78; JX 252 at ‘0708. 229 JX 196 (draft S-1 filed with SEC on October 8, 2020); JX 200; Petras Tr. 183-84. 42 was no contractual obligation to accelerate vesting, which would have been an

uncommon step.230 Third, early vesting could have negative economic

consequences for Sotera.231 Fourth, the Board understood that accelerated vesting

created retention risks, and that Sotera needed leadership stability while transitioning

to a public company.232 Sotera’s Board was also advised by an independent advisor

on how to handle management compensation post-IPO, and adopted its

recommendation to “put in place a series of new awards . . . to provide new value

going forward from the IPO.”233

b. The Secondary Offering and Greenshoe

Roth next argues that Sotera deliberately capped the size of the March 2021

secondary offering and blocked the exercise of the underwriter’s greenshoe option

to ensure Sponsor Inflows remained just below the $684 million vesting threshold.234

He cites several emails showing that Petras and the Sponsors were acutely aware of

the $684 million threshold and monitored how the offering size could affect the

230 Guay Tr. 893-94 (testifying that acceleration of vesting at an IPO is not “a common thing” to do). 231 Id. 232 JX 204; Petras Tr. 180-81; Neary Tr. 554 (testifying that B-2 Units were “a good retention tool” that provided “[g]ood stability during the first year of the IPO”); Mihas Tr. 614-15; see also Guay Tr. 893-94 (giving an example of another company to show the retention risk in acceleration of vesting in connection with an IPO). 233 Klaben Tr. 874; JX 252 at ‘0708. 234 Pl.’s Opening Post-trial Br. 60. 43 unvested B-2 Units.235 For example, in February 2021, Petras told Neary and Mihas

he had a “preference” to keep the secondary offering below the hurdle to avoid

“retention risks[.]”236 Similarly, in mid-March, a GTCR principal wrote that “[d]ue

to the vesting issue,” Petras and Neary “want[ed] to keep the total proceeds [at]

$684MM.”237 Roth claims that these communications prove the Sponsors

weaponized their discretion over liquidity events to intentionally thwart his

But considering the vesting implications of a corporate transaction does not,

by itself, constitute bad faith. The implied covenant is breached only if the

defendants exercised their discretion arbitrarily or unreasonably to deprive Roth of

the fruits of his bargain.238 The record establishes that market dynamics—not a

scheme to evade vesting—were the driving considerations.239

First, contemporaneous communications demonstrate that market conditions

dictated the size of the offering. Warburg’s Neary wrote that avoiding the vesting

235 Id. at 34-38 (citing JXs 292, 295, 319, 323, and others). 236 JX 292 at 1; JX 297 at 2; see supra Section I.H. 237 JX 321 at 2; see also JX 319. 238 Nemec, 991 A.2d at 1126-28 (holding a party does not act in bad faith by relying on contract provisions for which it bargained). 239 See Cunningham Tr. 466 (explaining that the secondary was fueled by what “the market would bear”); Neary Tr. 561 (testifying that the goal was optimizing execution “over the long-run”); JX 324. 44 trigger was “not the governor[]” of the offering size, but a “nice to have,” stressing

it was “more important to size for optimal execution and trading post deal.”240

GTCR’s Mihas similarly testified that the Sponsors needed to balance retention risks

with the offering size, but agreed to let the bankers guide the transaction.241 Petras

was also on board with “max[ing] out” the secondary,242 and had no “issue blowing

thr[ough]” the threshold if the market demand supported it.243

Second, the non-exercise of the greenshoe and upsize options were reasonable

decisions. The offering was initially oversubscribed, but demand weakened after

the launch and Sotera’s stock traded steadily below the offering price.244 As GTCR’s

Sean Cunningham explained, exercising a greenshoe or upsizing the offering when

the market price was dropping would have been economically irrational.245 In fact,

Warburg was relieved in 2021 that it had chosen not to upsize because the

underwriters had to support the stock using their own balance sheets.246

240 JX 324. 241 Mihas Tr. 614-16. 242 JX 297; see also JX 321; JX 341. 243 JX 321 at 2. 244 JX 352; Cunningham Tr. 472-74; Neary Tr. 556-58. 245 Cunningham Tr. 469-70, 473-74. 246 JX 345 (“Glad we didn’t upsize.”). 45 Finally, Roth adduced no credible support for his theory that the greenshoe

went unexercised because Petras instructed former CFO Leffler to kill it.247 Roth

highlights Leffler’s deposition testimony that Petras instructed him to prevent the

underwriters from exercising the greenshoe.248 But Leffler does not seem to be an

impartial witness; Roth’s counsel has even claimed privilege over conversations

with Leffler.249 More importantly, Leffler walked back his suggestion that Petras

interfered in the offering, and could not identify a single instance when Petras told

him to interfere with the B-2 Units.250 Roth’s reliance on Leffler—who declined to

appear live at trial—does not meet his burden of proof on this claim.251

When all is considered, the size of the secondary offering and the

underwriters’ decision to forgo the greenshoe were primarily driven by market

demand. Because the Sponsors did not exercise their discretion arbitrarily or in bad

faith, Roth’s implied covenant claim on this basis fails.

247 Pl.’s Opening Post-trial Br. 38-39 (citing Leffler Tr. 416-17, Leffler Dep. 57-58, JX 469). 248 Id. at 6, 38-39. 249 See Leffler Tr. 433. 250 Id. at 446-47. 251 Petras’s in-court testimony is unrebutted by credible evidence. Id. at 197-98. 46 c. The Block Trade

Roth’s final argument about the alleged manipulation of corporate

transactions centers on Warburg’s decision not to pursue a June 2022 block trade.

Roth contends that the block trade was “specifically not taken” because of its

“perceived impact on vesting.”252 The record suggests otherwise.

It is true that the Sponsors considered the B-2 vesting threshold when

evaluating the trade. Warburg was mindful that Leffler had recently resigned but

remained employed until July 2022 and held 675,000 unvested B-2 Units that would

result in the payout of “meaningful dollars” if the trade triggered vesting.253

Acknowledging the economic consequences of a transaction does not, however,

equate to bad faith.

Warburg had multiple legitimate business reasons for declining to execute the

block trade.254 First, Sotera was facing its first major jury trial in August 2022

regarding Sterigenics’ ethylene oxide emissions in Illinois.255 The Sponsors felt that

it would send a “very bad” signal to the market if insiders sold a significant block of

252 Pl.’s Opening Post-trial Br. 60. 253 Chen Tr. 313-15, 318, 399 (detailing the market and business factors weighing against the trade); see supra Section I.I. 254 Cunningham Tr. 477-78; Chen Tr. 313-15; Neary Tr. 570-71; JX 437 at 3 (Neary email listing three important considerations for not executing the block sale). 255 Neary Tr. 570; Chen Tr. 314. 47 stock just weeks before a major trial.256 Second, Sotera’s stock price was on a

downward trajectory, and the Sponsors reasonably feared a block sale would

precipitate a further decline.257 And third, the window of opportunity closed quickly.

Market demand generated by Sotera’s midcap index inclusion dwindled within

days.258

Faced with bad optics, a falling stock price, and shrinking demand, Warburg

made a logical choice to abandon the block trade. The decision was grounded in

legitimate economic and market considerations—not an arbitrary desire to avoid B-

2 Unit vesting. The implied covenant does not obligate a party to undertake a

commercially disadvantageous transaction to trigger the vesting of another party’s

equity.259

2. Constructive Termination

Roth argues that Sotera breached the implied covenant of good faith and fair

dealing by “constructively terminat[ing]” him “to evade having to vest and

256 Chen Tr. 314; Neary Tr. 570-71. 257 Chen Tr. 314; Cunningham Tr. 477-78. 258 Guay Tr. 905; Neary Tr. 568-69; Chen Tr. 314-15. 259 See Energy Transfer, LP v. Williams Cos., 346 A.3d 1089, 1113 (Del. 2023) (“[A]n obligation to take reasonable actions . . . does not require a party to sacrifice its own contractual rights for the benefit of its counterparty.” (citation omitted)); cf. Dunlap, 878 A.2d at 444 (“The [implied covenant of good faith and fair dealing] does not . . . require an insurer to risk financial exposure in order to assist the insured.”). 48 ultimately pay out the performance equity” used to recruit him in 2015.260 He

contends that Petras purposefully manufactured a reorganization to demote him,

knowing it would trigger a “Good Reason” resignation before the B-2 Units were

going to vest. This claim fails because Roth left Sotera of his own volition,

exercising a contractual right to resign that required the forfeiture of his unvested

Units.261

The implied covenant “does not apply when the contract addresses the

conduct at issue.”262 Roth’s Senior Management Agreement gave him the right to

resign for “Good Reason” if his duties were materially diminished.263 He exercised

that bargained-for right and received substantial severance.264 The Restricted Stock

Agreement also provided that unvested B-2 Units were forfeited upon a Good

260 Pl.’s Opening Post-trial Br. 60. 261 It further fails because the premise of Roth’s argument—that the B-2 Units were on the verge of vesting—is flawed. As explained above, neither the May 2015 GTCR Fund IX payment nor the 2021 Warburg margin loan constituted a Sponsor Inflow. The Sponsors also did not act in bad faith by navigating the IPO, secondary offering, or block trade according to market conditions rather than the B-2 vesting threshold. Because the Sponsors were well below the 2.5x threshold in the summer of 2022, Sotera lacked a motive to force Roth out to prevent his B-2 Units from vesting. It was not until 2024 that vesting occurred. See PTO ¶ 75; JX 771 at 17. 262 Nationwide Emerging Managers, LLC v. Northpointe Hldgs., LLC, 112 A.3d 878, 896 (Del. 2015). Senior Management Agreement § 1(c); id. § 4 (defining “Good Reason”); see also 263

PTO ¶ 165. 264 Roth Tr. 76-77. 49 Reason resignation.265 The implied covenant cannot be used to rewrite or

circumvent these terms.

Further, “Delaware courts are hesitant to recognize the implied covenant in

the context of at-will employment.”266 “Dislike, hatred or ill will, alone, cannot be

the basis for a cause of action for termination of an at-will employment.”267 To

prevail on a constructive termination claim, Roth must prove that his working

conditions were made intolerable.268 He has not made this showing.

Over the course of many years, Roth received fair reviews, which

acknowledged his strengths and weaknesses and were consistent with Roth’s own

self-reviews.269 When Petras “opened the door to [Roth] possibly leaving the

company” in February 2021, Roth testified that the discussions were positive, Petras

treated him well, and Petras “was, for the most part, a fair leader[.]”270 In 2021,

265 Restricted Stock Agreement § 3; id. at 14 ¶ 6. 266 Jhaveri v. K1 Inv. Mgmt. LLC, 2025 WL 1779507, at *12-13 (Del. Ch. June 27, 2025); Pressman, 679 A.2d at 444 (explaining that such restraint stems from “a concern that the [c]ovenant could thereby swallow the [employment at-will doctrine] and effectively end at-will employment”). 267 Pressman, 679 A.2d at 444. 268 See Rizzitiello v. McDonald’s Corp., 868 A.2d 825, 832 (Del. 2005) (“To establish a constructive discharge, the plaintiff [must] show ‘working conditions so intolerable that a reasonable person would have felt compelled to resign.’” (citation omitted)); Eastburn v. Del. Dep’t of Transp., 2009 WL 3290809, at *5 n.7 (Del. Super. Sep. 21, 2009). 269 See supra Section I.G. 270 Roth Tr. 129-30. 50 Petras told Roth “we believe the company is better with you on our team than not on

our team.”271 Though Petras offered Roth a demotion, the position would have

allowed Roth to remain one of Sotera’s most highly compensated employees.272

Roth stayed at Sotera for a year and a half after Petras told him a replacement was

being sought for his role.273

Roth was understandably upset that he was being demoted and would have to

report to his replacement. But such events—even if humiliating—are not “the sort

of ‘intolerable’ working conditions” that show constructive discharge.274 Roth has

not met his burden to prove a breach of the implied covenant of good faith and fair

dealing on this basis.

Roth did not prove that Sotera breached the implied covenant of good faith

and fair dealing. None of Sotera’s or the Sponsor’s capital market transactions were

driven by bad-faith or an unreasonable desire to keep B-2 Units from vesting.

Similarly, the changes to Roth’s role that prompted his resignation were not a

pretextual scheme to force his departure. The implied covenant cannot be used to

rewrite the parties’ bargained-for agreements, guarantee unbargained-for benefits,

271 Petras Tr. 177. 272 Id. 273 See id. at 174. 274 Jhaveri, 2025 WL 1779507, at *12-13. 51 or compel a company to undertake commercially disadvantageous actions simply to

cause an equity payout to a single executive. Accordingly, judgment on Roth’s

implied covenant claim is entered in favor of the defendants.275

C. Declaratory Judgment

Roth seeks a declaratory judgment that the Sponsors Inflow Trigger Date

occurred and that his B-2 Units vested before his resignation.276 This claim is

duplicative of the breach of contract claim. I have determined that the Sponsors

Inflow Trigger Date did not occur, and that Sotera did not breach the governing

agreements or the implied covenant of good faith and fair dealing.277 Roth’s request

275 Roth also argues, for the first time in his post-trial briefing, that Sotera breached the implied covenant by using its “superior bargaining power” to impose “draconian trading restrictions” on him shortly before the IPO. Pl.’s Opening Post-trial Br. at 61; see also id. at 57-58. Because this theory was not fairly presented before trial, it is arguably waived. See, e.g., IBP, 789 A.2d at 62 (explaining that arguments raised for the first time in post- trial briefing are waived). Even if considered, the claim lacks merit. Roth is a sophisticated former investment banker and an accredited investor who negotiated bespoke vesting rights and had counsel review the governing LLC Agreement. See Roth Tr. 5-6, 82-85, 98-101; Klaben Dep. 311; Topco Parent LLC Agreement § 11.01(e)(ii). He admitted he was never guaranteed a vesting event. Roth Tr. 20, 92-93. The trading restrictions he complains of were also dictated by the Topco Parent LLC Agreement he assented to years earlier. See Topco Parent LLC Agreement § 7.01(c), (e). If anything, the post-IPO transfer restrictions were less burdensome than the indefinite restrictions that applied pre-IPO under the Topco Parent LP Agreement. See Klaben Tr. 833; JX 242§ 4.01(a). 276 Pl.’s Opening Post-trial Br. 62-63 (seeking a declaratory judgment per 10 Del. C. § 6501); PTO § V.A ¶ 3. 277 See supra Sections II.A, B. 52 for a declaratory judgment is meritless for the same reasons; the claims rise and fall

together.278

III. CONCLUSION

For the foregoing reasons, Roth has failed to prove by a preponderance of the

evidence that Sotera breached the governing agreements or the implied covenant of

good faith and fair dealing. Roth’s related request for a declaratory judgment is also

denied. Because Roth has not established liability on any of his claims, I need not

address his request for damages or attorneys’ fees.

Judgment is entered in favor of the defendants on all counts. The parties must

confer on and submit a proposed form of final order implementing this decision

within 14 days.

278 See, e.g., PVP Aston, LLC v. U.S. Bank Nat’l Ass’n, 2023 WL 525059, at *11 (Del. Super. Jan. 24, 2023) (dismissing a declaratory judgment claim “for the same reasons” that the breach of contract claims failed). 53