Contract analysis

1. Section 7.3 — IRC § 367 Inapplicability Analysis. We have substantially strengthened this section by incorporating detailed legislative history discussion tracing the enactment and evolution of § 367, which was designed to address transfers of appreciated property to foreign corporations in the context of corporate reorganizations and inversions. We have added a textual argument grounded in the plain statutory lan

2. Section 7.5 — IRC § 752 Liability Netting Analysis. We have expanded the netting discussion to address the tiered partnership implications in greater detail under Treasury Regulation § 1.752-1(f). The revised analysis includes a detailed walk-through of how the interposition of the Consolidated Master Fund LP between the Legacy Offshore Vehicles and their limited partners affects liability share calculations. We h

3. Section 7.10 and Section 8 — Business Purpose Representations. We have added comprehensive, specific business purpose representations, including quantification of the approximately $3.8 million in annual duplicative cost savings; a detailed description of the impact of the OECD Pillar Two GloBE rules on effective tax rates of the Luxembourg SCSp structures beginning FY 2025; FATCA and CRS reporting simplification

4. Section 5 — Transaction Description. We have refined the descriptions of asset fair market values and adjusted tax bases to align with the financial data provided by Caldwell Pierce & Co. and the independent valuations prepared by Redstone Advisory Group. Please review these figures carefully against your internal records.

5. Various Conforming Edits. Citation updates, formatting corrections, and conforming edits have been made throughout the document to ensure internal consistency. Action Items for Client: We request that your team review the enclosed draft with particular attention to the following: • Factual accuracy. Please verify all financial data, including fair market values, adjusted tax bases, built-in gain amounts, liability

1. Caption and Addressee Block [Date of Submission] Internal Revenue Service Office of the Associate Chief Counsel (International) CC:INTL 1111 Constitution Avenue NW Washington, DC 20224 Secondary Jurisdiction Noted: Office of the Associate Chief Counsel (Passthroughs & Special Industries), CC:PSI Re: Request for Private Letter Ruling — Solara Digital Infrastructure LP — Cross-Border Fund-Platform Reorganization Dea

2. User Fee Enclosed herewith is the applicable user fee payment of $38,000 pursuant to the Schedule of User Fees, Appendix A, Revenue Procedure 2025-1. This fee corresponds to the applicable category for a ruling request involving multiple entities with combined assets exceeding $50,000,000. The user fee has been remitted by wire transfer, and confirmation of the wire transfer is enclosed as part of the supporting d

3. Identification of Taxpayer(s) 3.1 Principal Taxpayer The principal taxpayer requesting this private letter ruling is: Solara Digital Infrastructure LP A Delaware limited partnership Employer Identification Number (EIN): 82-4917366 Principal Office Address: 1200 Market Street, Suite 3400, Wilmington, DE 19801 Date of Formation: March 17, 2014 Approximate Assets Under Management: $14.7 billion (as of March 31, 2025)

4. Statement of Facts 4.1 Background and Business Description Solara Digital Infrastructure LP is a Delaware-based private equity sponsor with approximately $14.7 billion in assets under management across digital infrastructure and enterprise SaaS verticals. Since its founding in 2014, Solara has established itself as a leading investor in the digital infrastructure sector, focusing on data center development and ope

5. Description of the Proposed Transaction — Multi-Step Reorganization 5.1 Overview. The proposed Reorganization consists of five integrated steps, planned for execution in the fourth quarter of 2025 with a target effective date of December 1, 2025 for the final step. Each step is described in detail below. Diagrammatic depictions of each step, including pre- and post-step entity structures and asset flows, are provi

Section 1446 Withholding Analysis. A ruling is requested that no withholding under IRC § 1446 is required in connection with this contribution, as discussed in Section 7.7 below, on the basis that the contribution is a nonrecognition transaction generating no effectively connected taxable income. 5.5 Step 4 — Contribution of Fund V Offshore Assets (Target: November 1, 2025) In Step 4, the Fund V Legacy Offshore Vehic

6. Specific Rulings Requested Based on the facts set forth above and the legal analysis presented in Section 7 below, Solara respectfully requests the following private letter rulings: 6.1 Ruling 1 — IRC § 721(a): Tax-Free Contributions The contributions of portfolio assets by the Legacy Offshore Vehicles (Fund IV-A Cayman, Fund IV-B Lux, Fund V-A Cayman, and Fund V-B Lux) to the Consolidated Master Fund LP in Steps

7. Legal Analysis 7.1 Analysis of Ruling 1 — IRC § 721(a) Statement of the General Rule. IRC § 721(a) provides that "[n]o gain or loss shall be recognized to a partnership or to any of its partners in the case of a contribution of property to the partnership in exchange for an interest in the partnership." This provision reflects Congress's determination that the contribution of property to a partnership in exchange