Contract analysis

I. Executive Summary This memorandum analyzes whether three newly formed entities in the Solara Digital Infrastructure LP ("Solara" or "SDILP") cross-border fund-platform reorganization qualify as "eligible entities" under Treasury Regulation § 301.7701-3(a) and whether their intended Form 8832 check-the-box elections to be classified as partnerships for United States federal income tax purposes will be effective. Th

1. Solara Consolidated Master Fund LP — a Delaware limited partnership to be formed on or about September 15, 2025, which will serve as the consolidated master fund vehicle receiving portfolio assets from Fund IV-A (Cayman) LP, Fund IV-B (Luxembourg) SCSp, Fund V-A (Cayman) LP, and Fund V-B (Luxembourg) SCSp. The Master Fund LP will function as the central investment vehicle in the post-reorganization fund structure,

2. Solara International Feeder (Cayman) LP — a Cayman Islands exempted limited partnership to be formed on or about the same date, which will serve as the feeder vehicle for non-U.S. investors investing into the Consolidated Master Fund. Representative non-U.S. investors that will be admitted to the International Feeder include the Nordhaven Sovereign Wealth Fund (Kingdom of Nordhaven) and Kestrel Pacific Insurance G

3. Solara Tax-Exempt Feeder (Cayman) LP — a Cayman Islands exempted limited partnership to be formed on or about the same date, which will serve as the feeder vehicle for U.S. tax-exempt investors to mitigate unrelated business taxable income ("UBTI") concerns under Internal Revenue Code ("IRC") §§ 511–514. Representative U.S. tax-exempt investors that will be admitted to the Tax-Exempt Feeder include Pinnacle State

II. Background and Factual Summary A. The Reorganization in Context Solara Digital Infrastructure LP ("Solara" or "SDILP") is a Delaware limited partnership founded on March 17, 2014, and headquartered at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801. As of March 31, 2025, Solara manages approximately $14.7 billion in assets under management ("AUM") across multiple fund vehicles. Solara sponsors private

1. Solara Consolidated Master Fund LP. Solara Consolidated Master Fund LP (the "Master Fund LP") will be organized as a Delaware limited partnership. Its Certificate of Limited Partnership will be filed with the Delaware Secretary of State on or about September 15, 2025. The registered agent for the Master Fund LP will be Capitol Registered Agents Inc., located at 850 New Burton Road, Suite 201, Dover, Delaware 19904

2. Solara International Feeder (Cayman) LP. Solara International Feeder (Cayman) LP (the "International Feeder") will be organized as a Cayman Islands exempted limited partnership under the Cayman Islands Exempted Limited Partnership Act (as revised). The International Feeder will be formed through the offices of Meridian Offshore Legal, with lead counsel Fiona McAllister, located at Caledonia House, 69 Dr. Roy's Dri

3. Solara Tax-Exempt Feeder (Cayman) LP. Solara Tax-Exempt Feeder (Cayman) LP (the "Tax-Exempt Feeder") will be organized as a Cayman Islands exempted limited partnership under the Cayman Islands Exempted Limited Partnership Act (as revised). The formation process will follow the same procedures as the International Feeder, through Meridian Offshore Legal. The registered office of the Tax-Exempt Feeder will also be H

III. Legal Framework — Treas. Reg. § 301.7701-1 Through -3 A. Overview of Entity Classification Regime The classification of entities for U.S. federal income tax purposes is governed by IRC § 7701(a)(2) and (3) and the Treasury Regulations promulgated thereunder. IRC § 7701(a)(2) defines a "partnership" to include "a syndicate, group, pool, joint venture, or other unincorporated organization, through or by means of w

IV. Application to Solara Consolidated Master Fund LP A. Classification as an Eligible Entity Solara Consolidated Master Fund LP will be organized as a Delaware limited partnership under the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101 et seq. (the "DRULPA"). We analyze whether this entity qualifies as an eligible entity under Treas. Reg. § 301.7701-3(a) by determining whether it falls within

V. Application to Solara International Feeder (Cayman) LP A. Classification as an Eligible Entity Solara International Feeder (Cayman) LP will be organized as a Cayman Islands exempted limited partnership under the Cayman Islands Exempted Limited Partnership Act (as revised) (the "ELPA"). We analyze whether this foreign entity qualifies as an eligible entity under Treas. Reg. § 301.7701-3(a) by determining whether it

VI. Application to Solara Tax-Exempt Feeder (Cayman) LP A. Classification as an Eligible Entity Solara Tax-Exempt Feeder (Cayman) LP will be organized as a Cayman Islands exempted limited partnership under the Cayman Islands Exempted Limited Partnership Act (as revised). The entity classification analysis for the Tax-Exempt Feeder follows the same framework as the analysis for the International Feeder set forth in Se

VII. Interaction with Other Ruling Requests The entity classification of the three new entities is not an isolated question; it is a foundational prerequisite for several other rulings being sought in the PLR request. This Section briefly addresses the interdependence between the entity classification analysis (Ruling 8) and four other rulings in the PLR request. A. Ruling 1 (§ 721): Contribution Analysis Partnership