Crescent–Triton¶

Antitrust Matter Intelligence

$425MEnterprise value

$40MAffected-revenue cap

$21.25MConditional reverse break fee

$18MProjected annual synergies

Crescent Capital Partners, LP · Proposed acquisition of Triton Industrial Gas Distribution, Inc.

KG curated by kg-generator, rdf-infographic-skill, and GPT-6 on behalf of Kingsley Uyi Idehen

Matter overview

One transaction. Several distinct legal exposures.¶

Crescent Fund IV proposes to acquire Triton through TGD Acquisition Corp. for an enterprise value of $425 million, alongside its existing Praxion platform. Counsel must assess horizontal overlaps, document evidence, filing duties and remedy exposure against a $40 million affected-revenue cap, a conditional $21.25 million reverse break fee and the agreement’s termination provisions.

Crescent Capital Partners, LP

Crescent Fund IV

TGD Acquisition Corp.

Triton Industrial Gas Distribution, Inc.

Praxion Gas Solutions, Inc. sits in Crescent Fund III; the proposed acquisition uses Crescent Fund IV.

Contractual duties

What the agreement requires¶

Acquiror pays applicable HSR filing fees ¶

Obligor · TGD Acquisition Corp.

Read the obligation

(b) Filing Fee. The Acquiror shall be responsible for the payment of all filing fees in connection with the HSR Filing, including the HSR Act filing fee of One Hundred Sixty Thousand Dollars ($160,000) or such other amount as may be applicable under the fee schedule then in effect. The Acquiror shall remit such filing fee concurrently with the submission of the HSR Filing.

Fee stated in excerpt; subject to applicable fee schedule: $0.16M

Acquiror undertakes remedy actions, including portfolio companies, subject to the cap ¶

Obligor · TGD Acquisition Corp.

Read the obligation

(b) Hell-or-High-Water Obligation (Acquiror). Without limiting the generality of Section 6.4(a), the Acquiror shall, and shall cause its Affiliates (including any Portfolio Company) to, take any and all actions necessary to obtain Antitrust Approval as promptly as practicable, including without limitation:

Condition or limitation: Subject to Section 6.4(c) and Section 6.4(f); the covenant is not unconditional.
Portfolio company explicitly covered: Praxion Gas Solutions, Inc.

Each party files its HSR notification within ten business days ¶

Obligor · TGD Acquisition Corp., Frank Castellano, Maria Castellano-Ruiz, Castellano Family Trust

Read the obligation

(a) Filing Obligation. Each of the Acquiror and the Sellers shall, as promptly as practicable and in no event later than ten (10) Business Days following the date of this Agreement (i.e., no later than April 28, 2025), file or cause to be filed with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice a complete Notification and Report Form with respect to the Transactions as required by the HSR Act. Each party shall be responsible for the preparation of its own HSR Filing, subject to the cooperation obligations set forth in Section 6.5.

Contractual filing deadline: 2025-04-28
Deadline interval: 10

Make specified personnel available on authority request ¶

Obligor · TGD Acquisition Corp., Frank Castellano, Maria Castellano-Ruiz, Castellano Family Trust

Read the obligation

(b) Personnel Availability. Each party shall make its officers, directors, and key employees available for interviews, depositions, hearings, and testimony as may be reasonably required by any Antitrust Authority in connection with the review of the Transactions. Without limiting the generality of the foregoing, the following individuals shall be made available upon request by any Antitrust Authority: David Rennick, Chief Executive Officer of Praxion Gas Solutions, Inc.; Angela Trinh, Vice President of Sales of Praxion Gas Solutions, Inc.; Frank Castellano, Chairman of Triton Industrial Gas Distribution, Inc.; Maria Castellano-Ruiz, President of Triton Industrial Gas Distribution, Inc.; and Thomas Hargrove, Chief Financial Officer of Triton Industrial Gas Distribution, Inc. The Acquiror shall use commercially reasonable efforts to prepare and make available any additional personnel of any Portfolio Company as may be requested by any Antitrust Authority.

Obtain prior written consent for transaction-related contacts, subject to exceptions ¶

Obligor · TGD Acquisition Corp., Frank Castellano, Maria Castellano-Ruiz, Castellano Family Trust

Read the obligation

(c) Customer Contact Protocols. No party shall contact any customer, supplier, or competitor of the Company, any Subsidiary of the Company, or any Portfolio Company for purposes of obtaining consent, providing notice, or gathering information in connection with the Transactions or any Antitrust Authority's review thereof, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned, or delayed), except as required by applicable Law or as directed by any Antitrust Authority in connection with its investigation or review.

Parent guarantees acquiror payment and performance ¶

Obligor · Crescent Capital Partners, LP

Read the obligation

Crescent Capital Partners, LP, in its capacity as Acquiror Parent, hereby irrevocably and unconditionally guarantees to the Sellers the due and punctual performance and observance by the Acquiror of all of the Acquiror's obligations under this Agreement, including without limitation the payment of the Reverse Break Fee pursuant to Section 8.2(b) when and as the same shall become due and payable. This guarantee is a guarantee of payment and performance and not merely of collection, and the Sellers shall not be required to proceed against the Acquiror before seeking performance from the Acquiror Parent under this Section 10.13. The obligations of the Acquiror Parent under this Section 10.13 shall be absolute and unconditional, irrespective of any modification, amendment, or waiver of any provision of this Agreement, any extension of time for performance, or any other circumstance that might otherwise constitute a defense to, or discharge of, the obligations of a guarantor. The Acquiror Parent represents that Crescent Fund IV has aggregate committed capital of approximately Two Billion Eight Hundred Million Dollars ($2,800,000,000), which provides sufficient financial resources to support the obligations guaranteed hereby.

Direct recourse: Sellers need not proceed against the acquiror before seeking parent performance.

Pay conditional reverse break fee to sellers pro rata ¶

Obligor · TGD Acquisition Corp.

Read the obligation

then the Acquiror shall pay to the Sellers (pro rata in accordance with their respective ownership percentages of the Company Shares), by wire transfer of immediately available funds to the accounts designated by the Sellers, within five (5) Business Days following the date of such termination, the Reverse Break Fee in the amount of Twenty-One Million Two Hundred Fifty Thousand Dollars ($21,250,000) (being five percent (5%) of the Enterprise Value of Four Hundred Twenty-Five Million Dollars ($425,000,000): $425,000,000 × 0.05 = $21,250,000).

Condition or limitation: Section 8.1(b) termination with antitrust approval outstanding and other conditions satisfied/waived, or acquiror termination under Section 8.1(d).
Conditional reverse break fee: $21.25M
Payment deadline: 5
Percentage of enterprise value: 5

Produce responsive documents and information ¶

Obligor · TGD Acquisition Corp., Frank Castellano, Maria Castellano-Ruiz, Castellano Family Trust

Read the obligation

(a) Document Production. Each party shall use reasonable best efforts to produce and make available to the other party, and to any Antitrust Authority upon request, all documents and information required in connection with the HSR Filing, any Second Request, or any other investigation, review, or proceeding conducted by an Antitrust Authority with respect to the Transactions, including but not limited to:

Risk allocation

The limits around the remedy covenant¶

Section 10.13 — Acquiror Parent Guarantee.¶

Read provision

Dates and conditions

The transaction calendar¶

2025-04-14Agreement execution
2025-04-28HSR filing deadline
2025-08-01Target closing
2025-10-31Base outside date
2026-01-29Conditional extended outside date

Market evidence

Where competitive overlap concentrates¶

Workbook market estimates by area and product
Market area	Product category	Combined share	Pre-merger HHI	HHI increase	Post-merger HHI	Source assessment
Baton Rouge, LA MSA	All Products	34.7%	2150	864	3014	HIGH — Presumption of anticompetitive effects
Baton Rouge, LA MSA	Bulk Industrial Gases	37.8%	2150	864	3014	HIGH — Presumption of anticompetitive effects
Baton Rouge, LA MSA	Medical Gases	30.0%	2517	217	2734	MODERATE — Combined share 30% but asymmetric positions
Baton Rouge, LA MSA	Packaged / Cylinder Gases	33.3%	1842	484	2326	MODERATE — Significant HHI increase
Baton Rouge, LA MSA	Specialty Gases	36.8%	2088	647	2735	HIGH — Specialty gas market highly concentrated
Baton Rouge, LA MSA	Welding & Hardgoods	26.1%	2114	295	2409	MODERATE — Fragmented hardgoods market
Gulfport-Biloxi, MS MSA	All Products	43.5%	2480	1280	3760	VERY HIGH — Combined share 43.5%, HHI increase 1,280
Gulfport-Biloxi, MS MSA	Bulk Industrial Gases	42.2%	2480	1280	3760	VERY HIGH — Combined share over 42%, HHI increase 1,280
Gulfport-Biloxi, MS MSA	Medical Gases	33.3%	2793	555	3348	HIGH — Only 3 competitors in medical gas
Gulfport-Biloxi, MS MSA	Packaged / Cylinder Gases	51.3%	2545	1237	3782	VERY HIGH — Over 51% combined packaged gas share
Gulfport-Biloxi, MS MSA	Specialty Gases	56.2%	2625	1296	3921	VERY HIGH — Triton dominates specialty gas at 40%; combined 56%
Gulfport-Biloxi, MS MSA	Welding & Hardgoods	30.0%	2321	441	2762	HIGH — Limited alternatives in welding/hardgoods
Hattiesburg, MS MSA	All Products	35.2%	2141	1848	3989	VERY HIGH — Combined share 35.2%, HHI increase 1,848; only 3 competitors post-merger
Hattiesburg, MS MSA	Bulk Industrial Gases	37.3%	2141	1848	3989	VERY HIGH — Combined share 37%, HHI increase 1,848; only 3 competitors
Hattiesburg, MS MSA	Medical Gases	28.8%	2870	376	3246	HIGH — Post-merger only 2 medical gas suppliers: combined entity and Linde
Hattiesburg, MS MSA	Packaged / Cylinder Gases	39.0%	2902	748	3650	VERY HIGH — Only Linde and local independents remain
Hattiesburg, MS MSA	Specialty Gases	46.0%	2680	1008	3688	VERY HIGH — 46% combined specialty gas share; no Matheson or Air Products
Hattiesburg, MS MSA	Welding & Hardgoods	16.4%	5128	133	5261	LOW — Local independents dominate welding/hardgoods; Δ < 200
Mobile, AL MSA	All Products	20.3%	1850	360	2210	MODERATE — Below 2,500 threshold but significant increase
Mobile, AL MSA	Bulk Industrial Gases	19.7%	1850	360	2210	MODERATE — Below 2,500 threshold but significant increase
Mobile, AL MSA	Medical Gases	19.1%	2346	176	2522	LOW-MODERATE — HHI high but Δ below 200
Mobile, AL MSA	Packaged / Cylinder Gases	23.3%	2160	267	2427	MODERATE
Mobile, AL MSA	Specialty Gases	25.0%	1969	312	2281	MODERATE
Mobile, AL MSA	Welding & Hardgoods	16.3%	3477	132	3609	LOW — Fragmented; Δ well below 200
New Orleans-Metairie, LA MSA	All Products	26.5%	1980	690	2670	HIGH — Presumption of anticompetitive effects
New Orleans-Metairie, LA MSA	Bulk Industrial Gases	25.2%	1980	690	2670	HIGH — Presumption of anticompetitive effects
New Orleans-Metairie, LA MSA	Medical Gases	25.0%	2218	311	2529	MODERATE — Medical gas regulatory barriers elevate concern
New Orleans-Metairie, LA MSA	Packaged / Cylinder Gases	29.0%	1794	420	2214	MODERATE — Significant HHI increase
New Orleans-Metairie, LA MSA	Specialty Gases	32.5%	2014	507	2521	HIGH — Specialty gas concentration
New Orleans-Metairie, LA MSA	Welding & Hardgoods	24.2%	2012	288	2300	MODERATE
Overlap States Total	All Products	30.5%	—	—	—	HIGH — 30.5% combined share across all products in overlap states
Overlap States Total	Bulk Industrial Gases	31.2%	—	—	—	HIGH — 31.2% combined bulk industrial share in overlap states
Overlap States Total	Medical Gases	26.6%	—	—	—	MODERATE — 26.6% combined but FDA barriers to entry elevate risk
Overlap States Total	Packaged / Cylinder Gases	32.9%	—	—	—	MODERATE — Significant combined share but more fragmented
Overlap States Total	Specialty Gases	33.0%	—	—	—	HIGH — Combined 33.0% in potentially distinct product market
Overlap States Total	Welding & Hardgoods	23.6%	—	—	—	LOW — Highly fragmented; well below threshold

HHI = Herfindahl–Hirschman Index. Values below retain the workbook’s figures; the reconciliation section identifies differences within and across sources.

Reconciliation

Keep the differences visible¶

29 reconciliation findings preserve the competing values and their evidence.

Filter findings

MSA branch count differs between narrative and workbook

Praxion Gas Solutions, Inc., Gulfport-Biloxi: narrative count 1; Branch Locations assigns 2 branches to that MSA. The comparison counts all rows whose MSA label begins with the city name.

MSA branch count differs between narrative and workbook

Praxion Gas Solutions, Inc., Mobile: narrative count 1; Branch Locations assigns 2 branches to that MSA. The comparison counts all rows whose MSA label begins with the city name.

MSA branch count differs between narrative and workbook

Praxion Gas Solutions, Inc., New Orleans: narrative count 2; Branch Locations assigns 3 branches to that MSA. The comparison counts all rows whose MSA label begins with the city name.

MSA branch count differs between narrative and workbook

Triton Industrial Gas Distribution, Inc., Gulfport-Biloxi: narrative count 2; Branch Locations assigns 3 branches to that MSA. The comparison counts all rows whose MSA label begins with the city name.

MSA branch count differs between narrative and workbook

Triton Industrial Gas Distribution, Inc., Mobile: narrative count 1; Branch Locations assigns 2 branches to that MSA. The comparison counts all rows whose MSA label begins with the city name.

MSA branch count differs between narrative and workbook

Triton Industrial Gas Distribution, Inc., New Orleans: narrative count 3; Branch Locations assigns 4 branches to that MSA. The comparison counts all rows whose MSA label begins with the city name.

Medical revenue differs across source documents

Triton medical operations summary reports approximately 38 million USD across all operations; Product Mix by State row 16 reports 20.2 million USD. Both are retained.

Narrative and workbook bulk-gas share figures differ

Baton Rouge: management slide reports Triton 18% and combined 42%; workbook row 2 reports Triton 13.8% and combined 37.8%. Definitions, rounding, or source errors require reconciliation; no single value is selected.

Narrative and workbook bulk-gas share figures differ

Gulfport-Biloxi: management slide reports Triton 32% and combined 52%; workbook row 14 reports Triton 25.8% and combined 42.2%. Definitions, rounding, or source errors require reconciliation; no single value is selected.

Narrative and workbook bulk-gas share figures differ

Hattiesburg: management slide reports Triton 33% and combined 61%; workbook row 20 reports Triton 20.7% and combined 37.3%. Definitions, rounding, or source errors require reconciliation; no single value is selected.

Narrative and workbook bulk-gas share figures differ

Mobile: management slide reports Triton 18% and combined 28%; workbook row 26 reports Triton 10.6% and combined 19.7%. Definitions, rounding, or source errors require reconciliation; no single value is selected.

Narrative and workbook bulk-gas share figures differ

New Orleans: management slide reports Triton 23% and combined 38%; workbook row 8 reports Triton 14.8% and combined 25.2%. Definitions, rounding, or source errors require reconciliation; no single value is selected.

Revenue total is not fully allocated to the five product components

Product Mix by State row 15: printed product revenues sum to 31.0 million USD; printed total is 39.0 million USD. The gap is 8.0 million USD. Non-overlap revenue is unallocated by product in some source rows; this is an allocation gap, not a substituted total.

Revenue total is not fully allocated to the five product components

Product Mix by State row 16: printed product revenues sum to 266.0 million USD; printed total is 274.0 million USD. The gap is 8.0 million USD. Non-overlap revenue is unallocated by product in some source rows; this is an allocation gap, not a substituted total.

Revenue total is not fully allocated to the five product components

Product Mix by State row 19: printed product revenues sum to 500.5 million USD; printed total is 586.0 million USD. The gap is 85.5 million USD. Non-overlap revenue is unallocated by product in some source rows; this is an allocation gap, not a substituted total.

Revenue total is not fully allocated to the five product components

Product Mix by State row 8: printed product revenues sum to 234.5 million USD; printed total is 312.0 million USD. The gap is 77.5 million USD. Non-overlap revenue is unallocated by product in some source rows; this is an allocation gap, not a substituted total.

Revenue total is not fully allocated to the five product components

Revenue by Branch row 62: printed product revenues sum to 234.5 million USD; printed total is 312.0 million USD. The gap is 77.5 million USD. Non-overlap revenue is unallocated by product in some source rows; this is an allocation gap, not a substituted total.

Revenue total is not fully allocated to the five product components

Revenue by Branch row 63: printed product revenues sum to 266.0 million USD; printed total is 274.0 million USD. The gap is 8.0 million USD. Non-overlap revenue is unallocated by product in some source rows; this is an allocation gap, not a substituted total.

Revenue total is not fully allocated to the five product components

Revenue by Branch row 64: printed product revenues sum to 500.5 million USD; printed total is 586.0 million USD. The gap is 85.5 million USD. Non-overlap revenue is unallocated by product in some source rows; this is an allocation gap, not a substituted total.

Workbook HHI increase differs from printed market shares

New Orleans-Metairie, LA MSA / All Products: printed shares 11.8% and 14.8% imply ΔHHI 349.28; the workbook reports 690.

Workbook HHI increase differs from printed market shares

Gulfport-Biloxi, MS MSA / Bulk Industrial Gases: printed shares 16.4% and 25.8% imply ΔHHI 846.24; the workbook reports 1280.

Workbook HHI increase differs from printed market shares

Gulfport-Biloxi, MS MSA / All Products: printed shares 16.5% and 27.0% imply ΔHHI 891.00; the workbook reports 1280.

Workbook HHI increase differs from printed market shares

Baton Rouge, LA MSA / Bulk Industrial Gases: printed shares 24.0% and 13.8% imply ΔHHI 662.40; the workbook reports 864.

Workbook HHI increase differs from printed market shares

Hattiesburg, MS MSA / Bulk Industrial Gases: printed shares 16.6% and 20.7% imply ΔHHI 687.24; the workbook reports 1848.

Workbook HHI increase differs from printed market shares

Hattiesburg, MS MSA / All Products: printed shares 16.2% and 19.0% imply ΔHHI 615.60; the workbook reports 1848.

Workbook HHI increase differs from printed market shares

Mobile, AL MSA / Bulk Industrial Gases: printed shares 9.0% and 10.6% imply ΔHHI 190.80; the workbook reports 360.

Workbook HHI increase differs from printed market shares

Mobile, AL MSA / All Products: printed shares 9.8% and 10.4% imply ΔHHI 203.84; the workbook reports 360.

Workbook HHI increase differs from printed market shares

Baton Rouge, LA MSA / All Products: printed shares 23.4% and 11.3% imply ΔHHI 528.84; the workbook reports 864.

Workbook HHI increase differs from printed market shares

New Orleans-Metairie, LA MSA / Bulk Industrial Gases: printed shares 10.5% and 14.8% imply ΔHHI 310.80; the workbook reports 690.

Projected savings

Management’s integration case¶

Praxion management synergy projection

Branch consolidation and route savings

$7.2M

Procurement savings

$5.8M

G&A savings

$5M

Management forecast, not realized savings; assumes the target closing and subsequent integration.

Source evidence

The matter file¶

Competitive Overlap Analysis — Draft for Discussion ¶

pinnacle-overlap-analysis.docx

2025-04-10

Open source document

Investment Committee Memorandum ¶

crescent-ic-memo.docx

2025-01-22

Open source document

Market Data and Branches Workbook ¶

market-data-branches.xlsx

Open source document

Medical Gas Operations Summary ¶

triton-medical-gas-summary.docx

2025-03

Open source document

Prior Acquisitions Summary — Industrial Gas Distribution Sector ¶

crescent-prior-acquisitions.docx

2025-04

Open source document

Project Titan — Synergy Analysis & Integration Planning ¶

praxion-synergy-presentation.pptx

2025-02-10

Open source document

Re: Triton — Thoughts on Strategic Fit ¶

rennick-email-triton.eml

2024-12-15

Open source document

Review of Strategic Alternatives — Presentation to the Board ¶

triton-board-presentation.pptx

2025-03-03

Open source document

Stock Purchase Agreement — Selected Excerpts for Antitrust Review ¶

purchase-agreement-excerpts.docx

2025-04-16

Open source document

Search the complete evidenceSource

Workbook

Inspect the workbook records¶

Questions for the matter team¶

Who provides outside antitrust counsel?¶

Ashford, Kendrick & Hale LLP, led by Priya Chakravarti with Samuel Roth.

Who provides M&A counsel?¶

Bledsoe & Tharpe LLP, led by Nathan Bledsoe.

What is the proposed transaction enterprise value?¶

425 million USD: 310 million cash, 95 million assumed debt and a maximum 20 million earnout.

What date is the agreement reported as executed?¶

April 14, 2025. The target closing date is not evidence of completion.

What filing deadline does the contract specify?¶

No later than April 28, 2025, described as ten business days after execution.

How is the divestiture cap measured?¶

The 40 million USD cap concerns aggregate affected annual revenue for the twelve months ended December 31, 2024, including portfolio-company operations; the detailed measurement provision includes foreseeable lost or impaired revenue.

Is the antitrust covenant an obligation to litigate?¶

Section 6.4(f) says the acquiror has no obligation to litigate or contest an antitrust challenge.

What reverse break fee is specified?¶

21.25 million USD, payable within five business days after a qualifying termination under Section 8.2(b), subject to its conditions.

Who guarantees the acquiror obligations?¶

Crescent Capital Partners, LP guarantees payment and performance under Section 10.13.

Which prior acquisitions are discussed?¶

Praxion acquired Delta Cylinder in March 2022 for approximately 12 million USD; Triton acquired Coastal Air & Gas in September 2023 for approximately 8.5 million USD.

What annual synergies does management project?¶

18 million USD at full run-rate: 7.2 million branch and route savings, 5.8 million procurement savings, and 5 million G&A reductions.

Which areas are the principal geographic overlaps?¶

Baton Rouge, New Orleans-Metairie, Gulfport-Biloxi, Hattiesburg and Mobile are named in the agreement schedule.

What does the medical summary report about state licensing timing?¶

The summary describes typical application-to-approval times of six to eighteen months, varying by state.

What competitive concern appears in the Rennick email?¶

Rennick describes stopping the Baton Rouge and New Orleans pricing war and gaining a stronger negotiating position. These statements remain attributed to the email sender.

Defined terms in the agreement¶

Acquiror ¶

"Acquiror" means TGD Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Acquiror Parent Fund.

Acquiror Parent ¶

"Acquiror Parent" means Crescent Capital Partners, LP, a Delaware limited partnership, in its capacity as the general partner of, and investment manager to, the Acquiror Parent Fund and its parallel and co-investment vehicles.

Acquiror Parent Fund ¶

"Acquiror Parent Fund" means Crescent Fund IV, a Delaware limited partnership managed by Crescent Capital Partners, LP, with aggregate committed capital of approximately Two Billion Eight Hundred Million Dollars ($2,800,000,000).

Antitrust Approval ¶

"Antitrust Approval" means (a) the expiration or early termination of the waiting period (and any extension thereof) applicable to the Transactions under the HSR Act and (b) the receipt of any other approval, clearance, consent, or confirmation of non-objection from any Antitrust Authority that is required in connection with the consummation of the Transactions under any applicable Antitrust Law.

Antitrust Authority ¶

"Antitrust Authority" means the Federal Trade Commission, the Antitrust Division of the United States Department of Justice, any state attorney general, or any other Governmental Authority with jurisdiction over the enforcement or administration of any Antitrust Law.

Antitrust Laws ¶

"Antitrust Laws" means the Sherman Antitrust Act of 1890, as amended, the Clayton Antitrust Act of 1914, as amended, the HSR Act, the Federal Trade Commission Act of 1914, as amended, and all other applicable federal, state, and foreign statutes, laws, rules, regulations, orders, decrees, and other enactments relating to antitrust, competition, or trade regulation.

Burdensome Condition ¶

"Burdensome Condition" has the meaning set forth in Section 6.4(c).

Business ¶

"Business" means the industrial, medical, specialty, and packaged gas distribution business conducted by the Company and its Subsidiaries as of the date hereof, including the distribution of bulk and cylinder gases, the rental and sale of gas cylinders and related equipment, and the provision of gas management services to industrial, medical, and commercial customers.

Closing Date ¶

"Closing Date" means the date on which the Closing occurs, which the parties target to be August 1, 2025, or such other date as the parties may mutually agree in writing, subject in all cases to the satisfaction or waiver of the conditions set forth in Article VII and the provisions of Section 8.1 (including the Outside Date).

Company ¶

"Company" means Triton Industrial Gas Distribution, Inc., a Texas corporation.

Company Shares ¶

"Company Shares" means all of the issued and outstanding shares of common stock, par value $0.01 per share, of the Company, consisting of 620,000 shares held by Frank Castellano (representing approximately 62% of the Company Shares), 230,000 shares held by Maria Castellano-Ruiz (representing approximately 23% of the Company Shares), and 150,000 shares held by the Castellano Family Trust (representing approximately 15% of the Company Shares).

Earnout Amount ¶

"Earnout Amount" means an aggregate amount of up to Twenty Million Dollars ($20,000,000), payable to the Sellers in accordance with Section 2.5 and the terms and conditions set forth in Exhibit C, based on the achievement of certain post-Closing performance milestones relating to the Business.

Enterprise Value ¶

"Enterprise Value" means Four Hundred Twenty-Five Million Dollars ($425,000,000), consisting of the Cash Consideration of Three Hundred Ten Million Dollars ($310,000,000), plus the Assumed Indebtedness of Ninety-Five Million Dollars ($95,000,000), plus the maximum Earnout Amount of Twenty Million Dollars ($20,000,000) (i.e., $310,000,000 + $95,000,000 + $20,000,000 = $425,000,000).

HSR Act ¶

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder by the Federal Trade Commission.

HSR Filing ¶

"HSR Filing" means the filing by each of the Acquiror and the Sellers (or their respective ultimate parent entities) of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions, together with all required documentary attachments and supplemental information.

Material Adverse Effect ¶

"Material Adverse Effect" means any change, event, development, occurrence, condition, or effect that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the business, results of operations, financial condition, or assets of the Company and its Subsidiaries, taken as a whole; provided, however, that in no event shall any of the following, alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been, a Material Adverse Effect: [standard carve-outs omitted; note: the carve-outs include effects arising from compliance with Section 6.4 and any Remedy Action contemplated thereby].

Outside Date ¶

"Outside Date" means October 31, 2025, as such date may be extended in accordance with Section 8.1(e).

Portfolio Company ¶

"Portfolio Company" means any Person in which Acquiror Parent or any of its affiliated investment funds (including Crescent Fund III, Crescent Fund IV, or any parallel, co-investment, or successor vehicle) holds, directly or indirectly, a controlling equity interest, including without limitation Praxion Gas Solutions, Inc., a Delaware corporation ("Praxion").

Reverse Break Fee ¶

"Reverse Break Fee" means Twenty-One Million Two Hundred Fifty Thousand Dollars ($21,250,000), being five percent (5%) of the Enterprise Value (i.e., $425,000,000 × 0.05 = $21,250,000).

Sellers ¶

"Sellers" means, collectively, Frank Castellano, an individual resident of the State of Texas, Maria Castellano-Ruiz, an individual resident of the State of Texas, and the Castellano Family Trust, a Texas trust.

Transactions ¶

"Transactions" means the acquisition by the Acquiror of the Company Shares from the Sellers and the other transactions contemplated by this Agreement and the Ancillary Agreements.

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Contractual duties and source provisions

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Law firm representation and client relationships

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SELECT ?engagement ?provider ?client WHERE { ?engagement a schema:Service; schema:provider ?provider; schema:customer ?client . ?provider a <https://folio.openlegalstandard.org/RiRZCIYSrlWbUE4T76ifCF> . }

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Market estimates, source cells and units

PREFIX schema: <http://schema.org/>
SELECT ?observation ?metric ?value ?unit WHERE { ?observation a schema:Observation; schema:additionalProperty ?cell . ?cell schema:propertyID ?metric; schema:value ?value . OPTIONAL { ?cell schema:unitText ?unit } }

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Reconciliation findings and evidence

PREFIX schema: <http://schema.org/>
PREFIX prov: <http://www.w3.org/ns/prov#>
SELECT ?finding ?text ?source WHERE { ?finding schema:category "generated-reconciliation-finding"@en; schema:text ?text; prov:wasDerivedFrom ?source . }

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Query editor¶

SPARQL Query

SELECT ?type (SAMPLE(?s) AS ?sampleEntity) (SAMPLE(?label) AS ?sampleLabel) (COUNT(?s) AS ?entityCount)
WHERE {
  GRAPH <https://linkeddata.uriburner.com/DAV/demos/daas/harvey-antitrust-hsr-strategy-gpt6-1.ttl> {
    ?s a ?type .
    OPTIONAL { ?s rdfs:label|<http://schema.org/name> ?label }
  }
}
GROUP BY ?type
ORDER BY DESC(?entityCount)

▶ Run live on URIBurner SELECT: text/x-html+tr | DESCRIBE/CONSTRUCT: text/x-html-nice-turtle

Crescent–Triton¶

One transaction. Several distinct legal exposures.¶

Counsel and advisers¶

What the agreement requires¶

The limits around the remedy covenant¶

The transaction calendar¶

Where competitive overlap concentrates¶

Keep the differences visible¶

Management’s integration case¶

The matter file¶

Inspect the workbook records¶

Questions for the matter team¶

Defined terms in the agreement¶

Crescent–Triton¶

KG Settings¶

Predicate Filters

Node Types

Literal Filter

Query editor¶