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Contract analysis / hsr-notification-form-draft.docx
hsr-notification-form-draft.docx
High · 0
Medium · 1
Standard · 2
1. February 1–5, 2024: Client review of draft, with comments and additional data returned
1. February 1–5, 2024: Client review of draft, with comments and additional data returned to Calderwood & Harkness by end of day February 5.
2. February 6, 2024: Client sign-off call at 2:00 p.m. Eastern with Messrs. Elliston, Wex
2. February 6, 2024: Client sign-off call at 2:00 p.m. Eastern with Messrs. Elliston, Wexford and Ms. Narasimhan; final open items resolved.
3. February 7–8, 2024: Execution and notarization of Item 9 certification and Item 10 aff
3. February 7–8, 2024: Execution and notarization of Item 9 certification and Item 10 affidavit; finalization of Item 4(c) and Item 4(d) production.
4. February 9, 2024: Filing with the FTC Premerger Notification Office and simultaneous t
Medium
⚑ Confidentiality undertaking
4. February 9, 2024: Filing with the FTC Premerger Notification Office and simultaneous transmittal to the DOJ Antitrust Division; wire of filing fee to FTC lockbox. Filing Fee. The transaction falls within the highest HSR filing fee tier applicable to transactions valued at or above $5 billion. The precise fee amount will be confirmed against the fee schedule in effect on the date of filing; wire instructions will b
1. A definitive Agreement and Plan of Merger has been executed on January 22, 2024, by an
1. A definitive Agreement and Plan of Merger has been executed on January 22, 2024, by and among Solara Digital Infrastructure Fund VI LP, Stratos Merger Sub Inc., and Cloudium Technologies plc, evidencing the good-faith intention of the parties to consummate the transaction described in this Notification and Report Form.
2. Solara Digital Infrastructure Fund VI LP has a good-faith intention to complete the ac
2. Solara Digital Infrastructure Fund VI LP has a good-faith intention to complete the acquisition described herein in accordance with the terms of the Merger Agreement, subject to the satisfaction or waiver of the closing conditions set forth therein. SOLARA DIGITAL INFRASTRUCTURE FUND VI LP By: Solara Fund VI GP LLC, its general partner By: ________ Name: Marcus Elliston Title: Founder & Managing Partner Sworn to a
1. Filing fee. Confirm final filing fee tier applicable to transactions with value ≥ $5 b
Standard
⚑ Commercial term
1. Filing fee. Confirm final filing fee tier applicable to transactions with value ≥ $5 billion and payment mechanics (wire to FTC lockbox); pre-verify wire routing with FTC Premerger Notification Office within 48 hours of transmittal. Owner: Fitzpatrick. Due: February 7, 2024.
2. Parallel DOJ transmittal. Confirm parallel courtesy submission to DOJ Antitrust Divisi
2. Parallel DOJ transmittal. Confirm parallel courtesy submission to DOJ Antitrust Division, Technology & Financial Services Section; confirm receiving contact. Owner: Rosenthal.
3. Notarization window. Confirm Marcus Elliston availability for notarization of Items 9
3. Notarization window. Confirm Marcus Elliston availability for notarization of Items 9 and 10 during the window February 7–9, 2024; identify NY-commissioned notary for in-person execution. Owner: Solara / Fitzpatrick.
4. Acquired Person coordination. Continued coordination with Ridgeway Phelps & Sato LLP (
4. Acquired Person coordination. Continued coordination with Ridgeway Phelps & Sato LLP (Catherine Answorth / Robert Tillman) on the Acquired Person's separate filing to ensure consistent transaction description, consistent § 801.10 valuation, and consistent NAICS overlap presentation.
5. Item 4(c) completeness. Ensure all Osprey Bancroft & Co. presentations and all Fund VI
5. Item 4(c) completeness. Ensure all Osprey Bancroft & Co. presentations and all Fund VI internal investment committee decks reviewed and coded by February 5, 2024; confirm no late-arriving decks from Damien Harlow's team. Owner: Rosenthal / Fitzpatrick.
6. Item 5 reconciliation. Confirm no NAICS misclassifications in Fund VI portfolio-compan
6. Item 5 reconciliation. Confirm no NAICS misclassifications in Fund VI portfolio-company revenue reporting; Vanessa Liu (Glenmore Thornton LLP) to deliver reconciliation of consolidated Fund VI revenue tables to portfolio-company financial statements by February 4, 2024.
7. UK CMA coordination. Coordinate final factual consistency review with Fiona McAllister
7. UK CMA coordination. Coordinate final factual consistency review with Fiona McAllister (Albright & Kerr LLP) prior to CMA Merger Notice submission (target February 12, 2024); the CMA case reference will be assigned by the CMA in its standard ME/YYYY/YY format upon acceptance.
8. Waiting period timing. Anticipated expiration of the initial 30-day waiting period on
8. Waiting period timing. Anticipated expiration of the initial 30-day waiting period on or about March 11, 2024, absent issuance of a Second Request. Prepare calendar to closing.
9. Client sign-off call. February 6, 2024 at 2:00 p.m. Eastern — attendees: Elliston, Nar
9. Client sign-off call. February 6, 2024 at 2:00 p.m. Eastern — attendees: Elliston, Narasimhan (Solara); Wexford, Forsythe (C&H). Rosenthal to circulate agenda and marked draft by end of day February 5, 2024.
10. Final distribution. On filing, distribute final filed version to: Solara deal team (E
Standard
⚑ Commercial term
10. Final distribution. On filing, distribute final filed version to: Solara deal team (Elliston, Narasimhan, Yoo, Petrov, Serrano, Lieber); Wexford; Rosenthal; Fitzpatrick; Ridgeway Phelps & Sato (Answorth, Tillman); Albright & Kerr (McAllister); internal C&H matter file 1041-00003. — End of Draft — From: | Elaine Forsythe, Specialist Partner, Antitrust & Competition, Calderwood & Harkness LLP To: | Harrison Wexford