Project Evergreen TopCo, a Veritas Capital Vehicle Whose Directors Include Trinity Consultants' CEO and an Oak Hill Partner, Reports $2.36 Billion of Equity Sold

Project Evergreen TopCo LP, a Delaware limited partnership formed this year, filed its first Form D on October 19, 2026, reporting $2,360,619,775 of a $2,362,869,775 equity offering sold to 296 investors, with a date of first sale of October 1 (accession 0002160536-26-000001). The notice marks the offering as a business combination and describes it as a rollover of target company equity in exchange for new equity of the issuer, reinvestment of transaction proceeds, and new investments. It does not name the target. Six of the eight related persons it lists are Veritas Capital partners and executives. The other two are Paul Greywall, the President and Chief Executive Officer of Trinity Consultants, and John Rachwalski, a partner at Oak Hill Capital, the seller in the Trinity Consultants acquisition that Veritas announced on August 5, 2026 without disclosing its terms.

What the filing shows

The filing is the only one on EDGAR for CIK 2160536. It describes the issuer as a limited partnership organized in Delaware in 2026, with its principal office at 9 West 57th Street, 32nd Floor, New York, and places it in the Business Services industry group. The securities are equity, offered under Rule 506(b). The offering amount is $2,362,869,775, the amount sold $2,360,619,775, and the amount remaining $2,250,000, with 296 investors already in; the notice reports no non-accredited investors. The minimum investment accepted from an outside investor is $51. No sales commissions, finders' fees or proceeds to related persons are reported, and the notice answers no to the question whether the offering is intended to last more than a year.

Item 9 answers yes to the business combination question and adds, in the issuer's words: 'Entails a (1) rollover of target company equity in exchange for newly issued equity of the Issuer, (2) reinvestment of transaction proceeds and/or (3) new investments.' The related persons are Daniel Sugar, an executive officer and director; Sean Cahill, an executive officer; and six directors, Benjamin Polk, James Dimitri, Matthew Middleton, John Rachwalski, Paul Greywall and Samuel Tammens. Oladipo Ashiru signed as Secretary.

Background

Veritas Capital's team page lists Daniel Sugar and James Dimitri as Partners and Co-Heads of Flagship Private Equity, Benjamin Polk as a Partner, Matthew Middleton as a Principal on the Flagship team, Sam Tammen as a Vice President on the Flagship team, Sean Cahill as Chief Financial Officer and Dipo Ashiru as General Counsel and Chief Compliance Officer. Business directories list 9 West 57th Street, 32nd Floor as Veritas Capital's New York office and (212) 415-6700 as its number. On EDGAR, Veritas Capital's own funds file under their fund names, most recently Veritas Capital Fund IX, L.P. (a Form D/A in May 2025); none mentions Project Evergreen.

The two directors who are not Veritas personnel appear together in one announcement. On August 5, 2026, Trinity Consultants, a Dallas environmental and engineering consultancy, announced that Veritas Capital had agreed to acquire it from Oak Hill Capital. The release names Paul Greywall as Trinity's President and Chief Executive Officer, who will continue to lead the company, and quotes John Rachwalski as a partner at Oak Hill Capital. It says Oak Hill 'will reinvest in the Company and remain a minority shareholder,' that the 'management team and broader employee base will also continue to hold a meaningful ownership stake,' that the transaction 'is expected to close by the fourth quarter of 2026' subject to customary conditions including regulatory approvals, and that 'Financial terms of the transaction were not disclosed.'

Those three features, a seller reinvesting, management and employees keeping a stake, and a sponsor's funds coming in, are the three items Project Evergreen's Form D lists under its business combination: a rollover of target company equity, reinvestment of transaction proceeds, and new investments. The Form D does not say so, and no announcement connects the two. The overlap is the roster and the structure.

The pattern in AltStreet's data

AltStreet's record holds no other filing, relationship or signal for this issuer, and EDGAR's full-text search for 'Veritas Capital' returns the firm's funds (Fund IX and three Credit Opportunities funds) rather than any deal vehicle. Veritas announced two other business-services acquisitions in the same summer, BGIS in July and Saber Power in August, each also expected to close in the fourth quarter; neither announcement names a person who appears on this Form D.

Why it matters

If Project Evergreen is the Trinity vehicle, the Form D is the first public figure for a transaction whose terms were not disclosed. The figure needs its definition. The $2,360,619,775 is equity reported sold under a notice that says the offering can include rollover interests, reinvested proceeds and new cash; the notice does not separate them, so the number is neither the purchase price nor the cash Veritas put in. It is the equity the vehicle reports issuing, which in a rollover is valued at the transaction price.

The October 1 date of first sale is the date securities were first sold under the notice, not the closing date of an acquisition; the Trinity announcement expected a close by the fourth quarter, and no closing announcement had been published as of October 21. The 296 investors and the $51 minimum are consistent with management and employees rolling equity into a new holding company, as the announcement described, but the notice does not identify who invested.

What the filing does not show

The Form D does not name the target, the sponsor, the purchase price or any debt financing. The Veritas Capital connection rests on the related persons' titles on the firm's own team page and on the office address and telephone number on the notice; the Trinity Consultants connection rests on Greywall's and Rachwalski's roles in the August 5 release and on the match between the release's ownership description and the notice's Item 9. Neither company has said that Project Evergreen is the Trinity vehicle. The notice does not say how much of the amount sold is rolled equity and how much is cash, whether the transaction has closed, or what the $2,250,000 remaining is reserved for.