Contract analysis

I. Introduction and Purpose This letter is submitted on behalf of Solara Digital Infrastructure LP ("Solara" or "SDILP"), a Delaware limited partnership, by Calderwood & Harkness LLP, outside antitrust counsel to Solara, in response to the letter from the Staff of the Federal Trade Commission's Bureau of Competition, Mergers IV Division ("Staff" or "FTC Staff"), dated November 8, 2023 (the "Challenge Letter"), challe

II. Background A. The Transaction Solara Digital Infrastructure Fund IV LP ("Fund IV"), a Delaware limited partnership managed by Solara Digital Infrastructure GP LLC ("Solara GP"), proposes, through its wholly owned indirect subsidiary PCS Acquisition Corp. ("PCS AcqCo"), a newly formed Delaware corporation, to acquire 100% of the outstanding capital stock of Pinnacle Cloud Systems, Inc. ("Pinnacle"), a Delaware cor

III. Legal Standards Governing Privilege Assertions A. Attorney-Client Privilege The attorney-client privilege is the oldest recognized privilege for confidential communications, and its purpose is to encourage full and frank communication between attorneys and their clients in order to promote the broader public interest of the observance of law and the administration of justice. See Upjohn Co. v. United States, 449

IV. Response to Challenged Attorney-Client Privilege Entries A. Overview of Challenged Attorney-Client Entries Of the 214 entries challenged by Staff in the Challenge Letter, 148 entries fall within the attorney-client privilege category, constituting the largest portion of the challenge. These 148 entries represent approximately 69.2% of all challenged entries and approximately 4.1% of the 3,641 total attorney-clien

V. Response to Challenged Work Product Entries A. Overview of Challenged Work Product Entries Of the 214 entries challenged by Staff, 44 entries fall within the work product doctrine category. These 44 entries represent approximately 20.6% of all challenged entries and approximately 4.9% of the 894 total work product entries on the Privilege Log. Staff's principal objection with respect to these entries is that certa

VI. Response to Challenged Joint Defense / Common Interest Entries A. Overview of Challenged Joint Defense / Common Interest Entries Of the 214 entries challenged by Staff, 22 entries fall within the joint defense / common interest privilege category. These 22 entries represent approximately 10.3% of all challenged entries and approximately 6.5% of the 337 total joint defense / common interest entries on the Privileg

VII. Reconciliation of Challenged Entry Count For clarity and completeness, Solara provides the following reconciliation of the challenged entries: Solara confirms that the 214 challenged entries identified in Staff's Challenge Letter of November 8, 2023, have been accounted for in their entirety, and that the enhanced descriptions provided in this letter and in Appendix A address each of the 214 challenged entries.

VIII. Conclusion and Request For the reasons set forth above, Solara Digital Infrastructure LP respectfully requests that FTC Staff withdraw its challenge to all 214 entries identified in the Challenge Letter dated November 8, 2023. Solara has demonstrated, through the enhanced descriptions provided in this letter and in Appendix A, that each of the 214 challenged entries is properly withheld under the attorney-clien