Court rules for defendants in Roth equity dispute

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

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

1. 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

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.

1. BACKGROUND
   The following facts were stipulated to by the parties or proven by a preponderance of the evidence at trial. 1

2. 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.” In 2 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

See Pre-trial Stipulation and Order (Dkt. 269) (“PTO”). Trial occurred over three days, 1during 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). See PTO ¶ 11; JX 2 at 9. 2 JX 590 at 1. 3 2

(“Sterigenics”), a provider of medical product sterilization and lab testing services. To facilitate the transaction, GTCR formed STHI Holding Corp. to purchase all of

SHI’s outstanding shares for $434.7 million. This newly created acquisition vehicle 5 sat at the bottom of a chain of wholly-owned subsidiaries, positioned directly beneath STHI Intermediate Holding Corp. 6

1. 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. To facilitate 7

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”). SNH LLC then entered into a recapitalization agreement with the 8 parent holding company (STHI Parent Company, LLC, or the “Predecessor Parent”)

to purchase SHI’s outstanding stock, integrating Sterigenics into the enterprise. 9 JX 2 at 9; Rahe Dep. at 39; Cunningham Dep. at 13 (acknowledging Fund IX’s interest 4in the predecessor entity); Petras Tr. 147. PTO ¶ 13. 5 JX 2 at 9. 6 JX 21 (“Topco Parent LLC Agreement”) 1 (Recitals). 7 Topco Parent LLC Agreement 1; see also PTO ¶ 13. 8 PTO ¶ 14; see also JX 3 at 7. 9 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. The $792 million flowed 10 downstream from Topco Parent LLC to Topco LLC, and then to SNH LLC. Using 11 those funds together with financing from JP Morgan, SNH LLC paid the Predecessor Parent approximately $1.13 billion to purchase SHI’s outstanding stock. As a 12 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”). The Topco Parent LLC 14 Agreement governed the terms and benefits of each class of the entity’s equity. 15

1. 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

PTO ¶ 15; see also Topco Parent LLC Agreement 1 (Recitals). 10 PTO ¶ 14. 11 Id. 12 Id. ¶ 16; see also Topco Parent LLC Agreement 1. 13 PTO ¶15. 14 See infra notes 24-27 and accompanying text. 15 4

Sterigenics. Roth was, at the time, an investment banker at Baird. 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. On 19 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]

A February 16 grant notice explained that the units would be split 21employment.” into 75% B-1 Units (3,384,295) and 25% B-2 Units (1,128,098). The B-1 and B-2 22 Units would “vest in accordance with the terms set forth in Section 3.02(d) of the 23[Topco Parent] LLC Agreement.”

Roth Tr. 80. 16 Id. at 5-6. 17 Id. at 13-14. 18 JX 26. 19 JX 35 (“Senior Management Agreement”) § 1(c). 20 JX 34 at 1. 21 Id. at 1-2. 22 Id. at 2. 23 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. The B-2 Units, 24 by contrast, were subject to performance-based vesting. They would vest upon a 25

“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. As a condition to the grants, Roth signed a joinder to the Topco Parent 27 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. For 29

Topco Parent LLC Agreement § 3.02(d)(i) (addressing “Time-Based Vesting”). 24 Id. § 3.02(d)(ii) (addressing “Performance Vesting”). 25 PTO ¶¶ 17-20; Topco Parent LLC Agreement 2, 11, 14. 26 PTO ¶¶ 36, 41. Super B-2 Units do not vest until the Sponsors receive 4x their invested 27capital. Id. ¶¶ 40, 41. JX 34 at 1 (“You acknowledge that you have received and reviewed a copy of the LLC 28Agreement. 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. Roth Tr. 97, 99. 29 6

example, he was the only employee who received Super B-2 Units. He was advised by counsel before entering into the Senior Management Agreement and Topco Parent LLC Agreement. 31

1. Petras’s Leadership of Sotera

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

Mulhern with Michael Petras as CEO. Petras’s compensation differed from the 32 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. He also learned that 34

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

Parent LP was governed by a limited partnership agreement, which was amended and restated several times. It eventually came to be governed under an Amended 37 and Restated Limited Partnership Agreement of Topco Parent LP dated June 30, 2020 (the “Topco Parent LP Agreement”). Like the Topco Parent LLC 38

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

39continued Services through the Sponsors Inflow Trigger Date.”

1. 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. This growth prompted the Board to consider strategic alternatives to 40 facilitate an exit or monetization event for the Sponsors. It explored the sale of all 41

Id. ¶ 44. 37 Id. ¶ 45; JX 174 (“Topco Parent LP Agreement”). 38 Topco Parent LP Agreement § 3.02(c)(ii); see PTO ¶ 46. 39 JX 227 at 7. 40 See Cunningham Tr. 463; Chen Tr. 296; Klaben Tr. 824; JX 194; JX 234. 41 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. An IPO, however, would not create the Sponsor Inflows required to 43 trigger B-2 Unit vesting. The Board authorized an IPO of 46.6 million shares, with 44

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. The timing, price, and size of the IPO were set based on the advice of 45 JP Morgan, the Company’s outside financial advisor. 46 As the IPO approached, the Board discussed accelerating the vesting of B-2 Units. The Company was not contractually obligated to accelerate vesting, which 47 would be an uncommon step to take. Petras was against it. He told directors James 48 See JX 20 at 20; JX 172; JX 163. 42 Cunningham Tr. 463. 43 JX 197. 44 JX 252 at 3, 18. 45 Klaben Tr. 819, 823, 837; JX 234 at ‘2442; JX 238 at ‘2569; Cunningham Tr. 466; Neary 46Tr. 556. JX 199 at 2 (listing “[a]ccelerated vesting of unvested performance RSUs” as a 47discussion topic); JX 617. See Guay Tr. 893-94 (opining that accelerated vesting in an IPO could create 48management retention risks). 9

Neary (of Warburg) and Constantine Mihas (of GTCR) that he did not “want to create a retention issue.” In Petras’s view, accelerating the awards before vesting 49 conditions were met would eliminate their retention value at a time when the company needed leadership stability. He explained that the company’s public 50 filings already stated the units would “be transitioned to [restricted stock units 51(RSUs)] upon [the] IPO.” 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.” It 53 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 JX 200. 49 Id. 50 Id.; see JX 196; Petras Tr. 183-84. 51 JX 202 at 1. In keeping with this decision, executives who resigned before the IPO—52such as former CFO Phil MacNabb—forfeited their unvested B-2 Units in accordance with their contracts. See Petras Tr. 188-89. Klaben Tr. 874-75 (discussing advice from the Board’s compensation consultant). 53 JX 252 at ‘0708 (2020 Incentive Plan). 54 See Klaben Tr. 877-78. 55 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”). Sotera 56 closed its IPO on November 20, 2020, resulting in over $1 billion in proceeds. 57 Topco Parent LP was subsequently dissolved. Topco Parent LP unit holders were 58 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

1. 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. An email from Sotera’s Chief Human Resources Officer Sally Turner 60 explained that execution of the Restricted Stock Agreement was a condition to receiving shares of Sotera stock. Class B Unit holders were told that “[i]f any units 61 [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 PTO ¶ 47. 56 See Klaben Dep. 236; PTO ¶ 48. 57 PTO ¶ 49. 58 Id. ¶ 50. 59 JX 227. 60 Id. at 1. 61 11

[would] apply to [Sotera] stock.” The email also explained that the Stockholders Agreement included “terms from the partnership agreement that continue post IPO, 63including governance and transfer restrictions on unit holders.” Limited partners were given little time to sign the documents, with no opportunity to negotiate the terms. Roth signed the Restricted Stock Agreement 64 on November 19. He signed the Stockholders Agreement on the same day. 65 66

1. The $30 Million Man In connection with the IPO, Roth acquired vested equity worth over $24 million. He also retained a significant amount of unvested B-2 and Super B-2 67 Units. By 2021, Sotera’s internal calculations showed that the value of Roth’s unvested equity had reached $17,374,644. Warburg referred to Roth as the 68 69“$30M+ man.”

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

Id. 62 Id. 63 Turner Dep. 190, 201-03. 64 PTO ¶ 52; JX 244 (“Restricted Stock Agreement”). 65 PTO ¶ 52; JX 242 (Stockholder Agreement). 66 Restricted Stock Agreement Schedule A; Roth Tr. 113. 67 JX 288 at 2. 68 JX 276 at 1, 2; JX 357 at 3. 69 12

He requested a copy of Roth’s original contract to block on the situation.” Petras felt that Roth had received “excess 71“understand what the drivers were.” 72value relative to what [Petras] thought was fair.” Around that time, Petras concluded that Roth was underperforming. Roth had He “did 73been hired to lead both “corporate strategy” and “business development.” Roth’s 74a good job” in business development but fell short on strategic planning.

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

By late February 2021, Petras had begun the process of “chang[ing 75expectations.” Roth] out.” 76

1. The Secondary Offering In early 2021, Sotera and the Sponsors began exploring a secondary offering Sotera management, its outside advisors, and the Sponsors 77of the company’s stock. deliberated over the size of the potential offering.

JX 284. 70 Id.; see also JX 285. 71 Leffler Tr. 421. 72 Petras Tr. 150. 73 Id. at 152. 74 JX 18; see JX 781. 75 JX 306 at 1. 76 See Petras Tr. 190-91; Klaben Tr. 837-39. 77 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] Petras expressed 78original investment” and cause “all the unvested units to vest.” 79his “preference” to “keep th[e] secondary below [the] $684[m] hurdle if possible.”

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

80a public company before dealing with th[at] risk.” Petras expressed the same view to GTCR’s Mihas a few days later. Mihas 81

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.” But if “the 82

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

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

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

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

hitting the $684 million threshold, they “should consider the retention risks

84potential.”

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.” Their 85 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 $684MM.” Mihas responded that he had spoken to Petras the 86 day before, and that Petras “ha[d] no issue blowing thru the [$]684[m]” if the Warburg ran similar calculations that considered 87offering “ha[d] the demand.” whether the offering would trip the $684 million threshold. 88 The offering was set at 25 million shares. The underwriters had a greenshoe 89 option to purchase another 3.75 million shares. And Securities and Exchange 90 Commission (SEC) rules permitted the Sponsors to “upsize” the offering by another Id. at 1. 84 JX 321 at 2. 85 Id. 86 Id. at 1-2; see also id. at 1 (reflecting that Petras agreed that they should not offer 20 87million shares if the “bankers [we]re supportive of 25 [million]”). JX 325 at 1 (considering the vesting “threshold”); JX 335 at 2 (“[I]f we upsize we’d 88likely 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. JX 334 at 3. 89 Id. 90 15

20%. The offering price was set at $27 per share, which would net selling stockholders $26.1225 per share. Thus, the secondary offering had the potential to 92 generate approximately $880 million in proceeds. 93 One day before the secondary offering, on March 16, the offering was 2x oversubscribed. After the offering launched, however, there was weaker than 94 expected demand. Sotera’s stock traded steadily below the offering price. The 95 96 underwriters declined to exercise the greenshoe. The Sponsors did not upsize the 97 offering. When the secondary offering closed, the Sponsors netted total proceeds 98 of $588,304,038.79, falling $94.3 million short of the vesting threshold. 99

1. The Margin Loan

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

price and the secondary offering. Internal Warburg models showed that it was 100 JX 326; JX 335; see 17 C.F.R. § 230.462(b). 91 JX 338 at 3. 92 Id. at 18; JX 414 at ‘1799. 93 JX 334 at 4. 94 See JX 352. 95 Cunningham Tr. 473-74. 96 See id. at 472-73. 97 JX 352 (Warburg: “Just caught a bad market. Glad we didn’t upsize.”). 98 JXs 347-48. 99 See JX 413 at 2 (observing that the share price was “hovering at ~$22.20, a slight 100recovery 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. further offering would also place downward pressure on the stock. 102 Warburg looked for other options to pull forward proceeds and improve its IRR. In the summer of 2021, it executed a margin loan for approximately $397 103 million using a portion of its Sotera shares as collateral. The terms of the loan 104 included a 0.5% upfront fee, plus interest. Receipt of the proceeds would bring 105 forward Warburg’s IRR, but it would be dilutive to cash—even if Sotera’s stock performed well. 106 Warburg 107 Warburg internally characterized the loan as a “realization” event. presentations included the margin loan in calculating over $1.3 billion of “Realized This indicated a 3.4x return on Warburg’s 108Proceeds” from its Sotera investment. initial $381 million investment. 109

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

Nearly $400 million of that $1.3 billion was subject to repayment. Repayment came sooner than Warburg had hoped. Sotera’s stock did not perform well. Capital calls on the loan were made, and Warburg repaid the loan early in 111 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

1. 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

The listing created the possibility for the Sponsors “to sell a small 114companies.” The Sponsors considered making a block trade—a 115block” of Sotera shares. privately arranged sale of shares outside of public exchanges—to take advantage of the increased market demand. 116

Neary Tr. 602. 110 See Chen Tr. 405-06. 111 JX 472; Chen Tr. 405-06. 112 See JX 376; Klaben Tr. 853-56. 113 JX 517 (Guay Report) ¶ 54. 114 JX 435. 115 JX 427 at 2. 116 18

One consideration was the B-2 vesting threshold. 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 118would involve “meaningful dollars” if vesting were triggered. There were several other considerations. First, Sotera was facing its first major jury trial about Sterigenics’ emissions of ethylene oxide at an Illinois facility. The Sponsors believed it would be “very bad” market signaling to sell 119 right before that August 2022 trial. Second, Sotera’s stock price remained on a 120

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

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

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. See id.; JX 434. 117 JX 434 at 1 (“Triggering the B-2 [U]nits: [at a] [p]erformance threshold [of] 2.5x MOIC 118. . . 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.”). See Chen Tr. 314. 119 See id.; Cunningham Tr. 477; JX 439. 120 Chen Tr. 317 (testifying that a block trade would be a “very negative market signal”); 121see JX 415; JX 444. Neary Tr. 568-69; see JX 435. 122 19

1. Roth’s Resignation In August 2022, Petras offered Roth a position leading Sotera’s M&A efforts. It was a demotion. Roth’s compensation and responsibilities would be 123 materially reduced, and he would report to whoever replaced him as SVP of Corporate Development and Strategy. But taking the position would have allowed 124 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. In October 2021, Roth accepted a position with another company 126 and signed an offer letter that delayed his start date until December 31, 2022. Roth 127 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

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

relevant contracts and declined to vest Roth’s shares early. 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. The B-2 Unit holders who remained at Sotera 130 received their vested shares. 131

1. This Litigation In December 2022, Roth filed this lawsuit against Sotera. He brought 132 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 Petras Tr. 125, 241; JX 165. 129 See PTO ¶ 75; JX 771 at 17. 130 Petras Tr. 206-07; JX 771. 131 Verified Compl. (Dkt. 1). 132 Id. ¶¶ 50-74. 133 Sotera’s Answer to Verified Compl. (Dkt. 9). 134 21

benefits because he refused to sign a required release. I also granted judgment on

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

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

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. Left for trial were the factual determination 137 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. Post-trial briefing was complete as 138 of November 24. Post-trial argument was held on December 8, and the matter 139 was submitted for decision at that time. 140

Mem. Op. Regarding Mots. for Partial Summ. J. and for J. on Pleadings (Dkt. 176) 135(“Mem. Op.”) 2, 18, 26, 35. Id. at 2, 27, 35. 136 Id. at 2, 19, 27, 35. 137 See Trial Trs., Vols. I-III. 138 See Pl.’s Corrected Opening Post-trial Br. (Dkt. 290) (“Pl.’s Opening Post-trial Br.”); 139Defs.’ Answering Post-trial Br. (Dkt. 292); Pl.’s Post-trial Reply Br. (Dkt. 295). Tr. of Post-trial Oral Arg. (Dkt. 299). 140 22

1. 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. Roth has the burden of proving his claim 141 by a preponderance of the evidence. He did not meet that burden. 142

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

PTO § V.A ¶¶ 1, 3; Thomas Tr. 744, 758. 141 Revolution Retail Sys., LLC v. Sentinel Techs., Inc., 2015 WL 6611601, at *9 (Del. Ch. 142

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.

1. 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 As I previously held at the summary judgment stage, the relevant 143resignation.” 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.” The analysis is governed by settled principles of contract interpretation. 145 Pl.’s Opening Post-trial Br. 54; see also PTO ¶ 72 (stipulating that “[o]n 143September 14, 2022, Sotera removed 620,523 shares of Sotera Health Company stock from

[Roth’s] Compushare account”).

Mem. Op. 25, 35; see Restricted Stock Agreement § 3(b). 144 VLIW Tech., LLC v. Hewlett-Packard Co., 840 A.2d 606, 612 (Del. 2003); see also H-M 145Wexford 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,

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

priority to the parties’ intentions as reflected in the four corners of the 147agreement.’” 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.” If the vesting conditions were 150

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

Salamone v. Gorman, 106 A.3d 354, 367-68 (Del. 2014) (quoting Osborn ex rel. Osborn 146v. Kemp, 991 A.2d 1153, 1159 (Del. 2010)). Id. at 368 (quoting GMG Cap. Invs., LLC v. Athenian Venture P’rs I, L.P., 14736 A.3d 776, 779 (Del. 2012)). Mem. Op. 22; Restricted Stock Agreement § 3(b). 148 Topco Parent LP Agreement § 3.02(c)(ii); see also Topco Parent LLC Agreement 149§ 3.02(d)(ii). Topco Parent LP Agreement § 1.01; see also Topco Parent LLC Agreement § 1.01. 150 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. Roth contends that two additional amounts must be 151 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; and (2) the funds Warburg pulled forward through the June 2021 152 margin loan. As explained below, neither the GTCR Fund IX payment nor the 153 Warburg margin loan created a Sponsor Inflow.

The parties stipulated to the following Sponsor Inflows: (1) “[i]n November 2016, 151Warburg 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. Pl.’s Opening Post-trial Br. 20. 152 Id. at 48, 55. 153 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. The defendants, however, insist that Fund IX is a separate 154 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. The defendants are correct. 155 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.

Id. at 14-15, 20. 154 Defs.’ Answering Post-trial Br. 50-51. 155 Topco Parent LLC Agreement § 1.01 (emphasis added) (defining “Sponsor Inflows” as 156

“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

1. 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 “Permitted Transferees” include the spouse, relatives, administrator, 158Members.” or trustees of a Management Member. GTCR Fund IX is not included in these 159 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

Id. (defining “Sponsor” as “either (i) the WP Members together and their Permitted 157Transferees, as the context requires, or (ii) the GTCR Members together and their Permitted

Transferees, as the context requires”).

Id. (defining “GTCR Members” as “collectively, GTCR Fund XI/A LP, GTCR Fund 158XIIC 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”). Id. (defining “Permitted Transferees” as “(i) with respect to any Management Member, 159any 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”).

Id. at Schedule A; see also id. at Schedule B (listing the specific Fund XI entities that 160made new capital contributions to Topco Parent LLC, of which Fund IX is not included). 28

GTCR LLC. 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.” “‘Control’ means 162 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 163securities, by contract or otherwise, and ‘Controlled’ has a correlative meaning.” GTCR Fund XI and Fund IX were not under common control, however. GTCR LLC does not “Control” these funds. Rather, GTCR LLC is a 164 separate entity formed to provide advisory services to the various investment funds. Although Roth points out that the investment committee members for both 165 Fund IX and Fund XI were also GTCR LLC employees, GTCR LLC does not 166 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 Pl.’s Opening Post-trial Br. 11-13. 161 Topco Parent LLC Agreement § 1.01; see also id. (defining “Person” as “any individual, 162corporation, partnership, limited liability company, joint venture, association, joint-stock

company, trust, unincorporated organization, governmental entity or any other entity”).

Id. 163 See supra note 2 and accompanying text. 164 See Cunningham Tr. 457, 483-84. 165 Pl.’s Opening Post-trial Br. 11-13. 166 See Cunningham Tr. 490; Mihas Tr. 627-28. 167 29

Fund IX and Fund XI were separate pools of capital, raised years apart. They had different bases of limited partner investors. And they were governed by 169 different investment committees. Because they were separate entities, not under 170 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

1. Not for Membership Units Even if Fund IX could be considered part of the Sponsor, the $1.13 billion 172payment was not made “with respect to or in exchange for Membership Units.”

See Cunningham Tr. 459, 461 (testifying that GTCR Fund IX was raised in 2006 and 168GTCR 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.

See Cunningham Tr. 462. Roth argues that “[r]oughly half the limited partners of Fund 169IX 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]”).

See Cunningham Tr. 490. 170 Roth cites two GTCR entities’ SEC filings to claim that GTCR Fund IX and XI are 171“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.

Topco Parent LLC Agreement § 1.01 (defining “Sponsor Inflows”); see supra note 156 172and 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. As Sotera General Counsel Matthew Klaben credibly 174 testified, the May 2015 transaction paid off the old capital structure, removed Fund IX from the enterprise, and revised the capital structure going forward. It was 175 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. The financial statements categorize the enterprise into “Predecessor” 177

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

Topco Parent LLC Agreement § 1.01 (defining “Membership Units” as “membership 173interests 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”).

PTO ¶ 14; see supra Section I.A (detailing how SNH LLC used financing to pay the 174

Predecessor Parent approximately $1.13 billion to purchase SHI’s outstanding stock, resulting in the Predecessor Parent divesting itself of its interest). See Klaben Tr. 787. 175 See Cunningham Tr. 465; supra Section I.C (explaining that Roth’s employment and 176equity grants occurred in late 2015 and early 2016, months after the recapitalization). JX 7 at 20. 177 31

acquisition that brought Sterigenics into the revised corporate structure. They also

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

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

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

180terms for the investment” for the Successor, including B Units. 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. Roth’s own participation threshold was set at zero, which 182 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. If the $1.13 billion buyout of Fund IX counted as a 183

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

Id. 178 Id. at 49; Klaben Tr. 805. 179 Klaben Tr. 787; Cunningham Tr. 465. 180 See Manti Hldgs., LLC v. Authentix Acq. Co., 261 A.3d 1199, 1211 (Del. 2021) 181

(“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.”).

See Klaben Tr. 806-08. 182 See id. at 808. 183 32

met upon its investment in Sterigenics. 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. It does not qualify as a 185 Sponsor Inflow under the plain language of the governing agreements.

1. The Margin Loan Roth next argues that the $397 million Warburg margin loan, executed in the summer of 2021, constitutes a Sponsor Inflow. He asserts that because Warburg 186 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. Warburg’s internal discussions about the loan are irrelevant to the 187

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 See id. at 802-03. 184 See supra Section I.B. 185 Pl.’s Opening Post-trial Br. 55; see supra Section I.I (detailing the summer 2021 margin 186loan). JX 281 (asking “do we want to pledge our stock for a loan that allows us [to] pull 187forward 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.” The margin loan was not a cash payment in exchange for units. It was a loan secured by Sotera stock as collateral. Warburg retained ownership of the shares and bore the 189 full risk of the investment. 190 This distinction is not merely semantic. Warburg owed the money back to the lender. When Sotera’s stock price declined, Warburg faced capital calls and 191 ultimately had to repay the loan early, plus fees and penalties. Classifying loan 192 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.” If the loan proceeds were a Sponsor Inflow, 193

Topco Parent LP Agreement § 1.01 (defining “Sponsor Inflows”); see supra note 156 188and accompanying text (defining “Sponsor Inflows” in the Topco Parent LLC Agreement). Neary Tr. 566 (“A margin loan is a loan against a liquid stock position.”); JX 373 at 1 189(Klaben seeking legal advice regarding a loan “secured by a lien on the SHC stock”). Guay Tr. 901-02 (explaining that a private equity firm that takes out a margin loan “still 190own[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). Neary Tr. 558 (“These are loans. We owe the money back.”); Chen Tr. 310-11 191(“Warburg Pincus Fund 11, is on the hook for making [—] paying back margin calls as well as ultimately repaying the entire loan . . . .”). See Chen Tr. 311; supra notes 110-112 and accompanying text. 192 JX 376 at 2. 193 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.” But, again, 195 internal descriptions do not alter the economic reality of the transaction or the definitions in the Topco Parent LP Agreement. In any event, Warburg never took 196 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

Topco Parent LP Agreement § 1.01 (defining “Sponsor Outflows” as including “all cash 194payments 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]”); 195JX 408 at 3. Chen Tr. 389-90 (explaining that the word “proceeds” was used in the context of internal 196talking points, which is “different than cash payments in the context of a heavily negotiated legal document with really specific definitions”). Neary Tr. 594 (“[W]e didn’t take carry on it.”); Chen Tr. 311 (“My understanding is we 197did not. It was treated as a base capital distribution.”). Topco Parent LP Agreement § 1.01. 198 35

Moreover, the definition of Sponsor Inflow requires each Sponsor to independently meet the threshold. GTCR did not participate in the margin loan. 199 200 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.

Id. (defining “Sponsors Inflow Trigger Date” as “the first date on which [] the Sponsor 199Inflows 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. Cunningham Tr. 474 (testifying that no GTCR fund has ever taken out a margin loan); 200JX 308 (“It looks like GTCR is going to be a pass on the margin loan for Sotera.”). See JX 376. 201 36

1. Breach of the Implied Covenant Roth next claims that Sotera breached the implied covenant of good faith and fair dealing. The implied covenant “is a limited and extraordinary remedy and is 202 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.” Obligations under the implied covenant “should be implied only in rare 203 204instances.” 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 It “cannot be 205way that is impliedly proscribed by the contract’s express terms.”

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

206to the underlying legal documents.’” 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 Pl.’s Opening Post-trial Br. 55. 202 VH5 Cap., LLC v. Rabe, 2023 WL 4305827, at *24 (Del. Ch. June 30, 2023) (citation 203omitted). Homan v. Turoczy, 2005 WL 2000756, at *18 (Del. Ch. Aug. 12, 2005). 204 Oxbow Carbon & Mins. Hldgs., Inc. v. Crestview-Oxbow Acq., LLC, 202 A.3d 482, 504 205n.93 (Del. 2019). DG BF, LLC v. Ray, 2021 WL 776742, at *15 (Del. Ch. Mar. 1, 2021) (citation omitted). 206 37

Restricted Stock Agreement. 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.” The agreements do not mandate 208 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 Indeed, an employer may not 210contract from receiving the fruits of the bargain.”

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

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

also Mem. Op. 30.

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

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

To the extent Roth advanced other claims or theories of liability—such as unjust 212enrichment 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). Pl.’s Opening Post-trial Br. 58. 213 39

block trade was “specifically not taken” because of its “perceived impact on 214vesting.” 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.

1. 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. He argues that the Board could have pursued a 215 full or partial sale of the company—which would have generated Sponsor Inflows— but deliberately chose an IPO to avoid vesting. 216

Id. at 60. 214 Topco Parent LP Agreement § 1.01 (excluding IPO from the defined term “Sale of the 215Company,” 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”).

Pl.’s Opening Post-trial Br. 24. 216 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. It 217 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. The November 2020 IPO was a primary offering, meaning 219

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

acceptable to the public markets. The private equity Sponsors did not sell any 220 shares or receive any proceeds from the IPO. It was, as Warburg’s Chen testified, 221

“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

See supra notes 41-43 and accompanying text. 217 Cunningham Tr. 463; JX 234 at ‘2442; JX 238 at ‘2569. 218 Roth cites to portions of the record where Sotera determined, in connection with the 219IPO, 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. See Neary Tr. 555; Petras Tr. 186; see supra Section I.E. 220 See Chen Tr. 299; see supra notes 103-113 and accompanying text. 221 Chen Tr. 299. 222 41

amend a contract, 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, there is no evidence that they were motivated by a 225 desire to deprive Roth of the benefit of his bargain. Sotera opted not to vest the 226 Units because the Board determined doing so would not be in Sotera’s best interest. Instead, it chose to allow vesting in the ordinary course, consistent with 227 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. Second, there 229 See Nemec v. Shrader, 991 A.2d 1120, 1128 (Del. 2010) (“A party does not act in bad 223faith by relying on contract provisions for which that party bargained where doing so simply limits advantages to another party.”). See Blaustein v. Lord Baltimore Cap. Corp., 84 A.3d 954, 959 (Del. 2014) (explaining 224that “[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”).

See JX 199. 225 Again, an IPO was not a vesting event. See supra note 215 and accompanying text. 226 See JX 204 at 2 (Petras outlining reasons why it would be problematic for Sotera to 227accelerate 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. Klaben Tr. 874-75, 877-78; JX 252 at ‘0708. 228 JX 196 (draft S-1 filed with SEC on October 8, 2020); JX 200; Petras Tr. 183-84. 229 42

was no contractual obligation to accelerate vesting, which would have been an uncommon step. Third, early vesting could have negative economic 230 consequences for Sotera. Fourth, the Board understood that accelerated vesting 231 created retention risks, and that Sotera needed leadership stability while transitioning to a public company. Sotera’s Board was also advised by an independent advisor 232 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

1. 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 Guay Tr. 893-94 (testifying that acceleration of vesting at an IPO is not “a common 230thing” to do). Id. 231 JX 204; Petras Tr. 180-81; Neary Tr. 554 (testifying that B-2 Units were “a good 232retention 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). Klaben Tr. 874; JX 252 at ‘0708. 233

unvested B-2 Units. 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[.]” Similarly, in mid-March, a GTCR principal wrote that “[d]ue 236

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

Roth claims that these communications prove the Sponsors 237$684MM.” weaponized their discretion over liquidity events to intentionally thwart his compensation. 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. The record establishes that market dynamics—not a 238 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

Id. at 34-38 (citing JXs 292, 295, 319, 323, and others). 235 JX 292 at 1; JX 297 at 2; see supra Section I.H. 236 JX 321 at 2; see also JX 319. 237 Nemec, 991 A.2d at 1126-28 (holding a party does not act in bad faith by relying on 238contract provisions for which it bargained). See Cunningham Tr. 466 (explaining that the secondary was fueled by what “the market 239

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

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

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. Petras 241 and had no “issue blowing 242was also on board with “max[ing] out” the secondary,

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 As GTCR’s 244the launch and Sotera’s stock traded steadily below the offering price. Sean Cunningham explained, exercising a greenshoe or upsizing the offering when the market price was dropping would have been economically irrational. In fact, 245 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

JX 324. 240 Mihas Tr. 614-16. 241 JX 297; see also JX 321; JX 341. 242 JX 321 at 2. 243 JX 352; Cunningham Tr. 472-74; Neary Tr. 556-58. 244 Cunningham Tr. 469-70, 473-74. 245 JX 345 (“Glad we didn’t upsize.”). 246 45

Finally, Roth adduced no credible support for his theory that the greenshoe went unexercised because Petras instructed former CFO Leffler to kill it. Roth 247

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

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

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

with Leffler. More importantly, Leffler walked back his suggestion that Petras 249 interfered in the offering, and could not identify a single instance when Petras told him to interfere with the B-2 Units. Roth’s reliance on Leffler—who declined to 250 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.

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

1. 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 The record suggests otherwise. 252“perceived impact on vesting.” 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 253result in the payout of “meaningful dollars” if the trade triggered vesting. 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. First, Sotera was facing its first major jury trial in August 2022 254 The Sponsors felt that 255regarding Sterigenics’ ethylene oxide emissions in Illinois.

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

Chen Tr. 313-15, 318, 399 (detailing the market and business factors weighing against 253the trade); see supra Section I.I. Cunningham Tr. 477-78; Chen Tr. 313-15; Neary Tr. 570-71; JX 437 at 3 (Neary email 254listing three important considerations for not executing the block sale). Neary Tr. 570; Chen Tr. 314. 255 47

stock just weeks before a major trial. Second, Sotera’s stock price was on a downward trajectory, and the Sponsors reasonably feared a block sale would precipitate a further decline. And third, the window of opportunity closed quickly. 257 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

1. 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

Chen Tr. 314; Neary Tr. 570-71. 256 Chen Tr. 314; Cunningham Tr. 477-78. 257 Guay Tr. 905; Neary Tr. 568-69; Chen Tr. 314-15. 258 See Energy Transfer, LP v. Williams Cos., 346 A.3d 1089, 1113 (Del. 2023) (“[A]n 259obligation 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.”).

He ultimately pay out the performance equity” used to recruit him in 2015. 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

Roth’s Senior Management Agreement gave him the right to 262conduct at issue.” He exercised 263resign for “Good Reason” if his duties were materially diminished. that bargained-for right and received substantial severance. The Restricted Stock 264 Agreement also provided that unvested B-2 Units were forfeited upon a Good

It further fails because the premise of Roth’s argument—that the B-2 Units were on the 261verge 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. Nationwide Emerging Managers, LLC v. Northpointe Hldgs., LLC, 112 A.3d 878, 896 262(Del. 2015). Senior Management Agreement § 1(c); id. § 4 (defining “Good Reason”); see also 263PTO ¶ 165. Roth Tr. 76-77. 264 49

Reason resignation. 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.” “Dislike, hatred or ill will, alone, cannot be 266 the basis for a cause of action for termination of an at-will employment.” To 267 prevail on a constructive termination claim, Roth must prove that his working conditions were made intolerable. He has not made this showing. 268 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. When Petras “opened the door to [Roth] possibly leaving the 269

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[.]” In 2021, 270 Restricted Stock Agreement § 3; id. at 14 ¶ 6. 265 Jhaveri v. K1 Inv. Mgmt. LLC, 2025 WL 1779507, at *12-13 (Del. Ch. June 27, 2025); 266Pressman, 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”). Pressman, 679 A.2d at 444. 267 See Rizzitiello v. McDonald’s Corp., 868 A.2d 825, 832 (Del. 2005) (“To establish a 268

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).

See supra Section I.G. 269 Roth Tr. 129-30. 270 50

Petras told Roth “we believe the company is better with you on our team than not on our team.” Though Petras offered Roth a demotion, the position would have 271 272allowed Roth to remain one of Sotera’s most highly compensated employees. 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 Roth has 274of ‘intolerable’ working conditions” that show constructive discharge. 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, Petras Tr. 177. 271 Id. 272 See id. at 174. 273 Jhaveri, 2025 WL 1779507, at *12-13. 274 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

1. Declaratory Judgment Roth seeks a declaratory judgment that the Sponsors Inflow Trigger Date occurred and that his B-2 Units vested before his resignation. This claim is 276 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. Roth’s request 277

Roth also argues, for the first time in his post-trial briefing, that Sotera breached the 275

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). Pl.’s Opening Post-trial Br. 62-63 (seeking a declaratory judgment per 27610 Del. C. § 6501); PTO § V.A ¶ 3. See supra Sections II.A, B. 277 52

for a declaratory judgment is meritless for the same reasons; the claims rise and fall together. 278

1. 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.

See, e.g., PVP Aston, LLC v. U.S. Bank Nat’l Ass’n, 2023 WL 525059, at *11 (Del. 278

Super. Jan. 24, 2023) (dismissing a declaratory judgment claim “for the same reasons” that the breach of contract claims failed). 53