1041-00001 · Thorngate Capital Partners · FTC Submissions

supplemental-production-cover-letter.docx DOCUMENT Antitrust

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CONFIDENTIAL — SUBJECT TO FTC RULES OF PRACTICE 16 C.F.R. § 4.10

CALDERWOOD & HARKNESS LLP Attorneys at Law

1900 K Street NW, Suite 800 Washington, DC 20006 Telephone: (202) 551-7400 Facsimile: (202) 551-7401 www.calderwoodharkness.com

November 17, 2023

VIA HAND DELIVERY AND ELECTRONIC TRANSMISSION

Lead Staff Attorney Bureau of Competition Mergers IV Division Federal Trade Commission 600 Pennsylvania Avenue NW Washington, DC 20580

Re: FTC File No. 231-0487 — Supplemental Production on Behalf of Solara Digital Infrastructure LP in Response to Supplemental Document Requests Dated October 27, 2023

Dear Staff Attorney:

I. Introduction and Purpose

We write on behalf of our client, Solara Digital Infrastructure LP ("Solara"), a Delaware limited partnership with its principal place of business at 200 Tatnall Street, Suite 1400, Wilmington, Delaware 19801, in connection with the above-referenced investigation, FTC File No. 231-0487. Calderwood & Harkness LLP serves as outside antitrust counsel to Solara in this matter.

As you are aware, the Federal Trade Commission (the "Commission") issued its Request for Additional Information and Documentary Material ("Second Request") to Solara on May 29, 2023, in connection with the proposed acquisition by Solara Digital Infrastructure Fund IV LP, acting through its wholly owned acquisition subsidiary, PCS Acquisition Corp. (a Delaware corporation organized for purposes of the transaction), of one hundred percent (100%) of the outstanding capital stock of Pinnacle Cloud Systems, Inc. ("Pinnacle"), a Delaware corporation, pursuant to the terms of that certain Stock Purchase Agreement dated April 14, 2023, by and among Solara Digital Infrastructure Fund IV LP, PCS Acquisition Corp., Pinnacle, the stockholders of Pinnacle identified on the signature pages thereto, and the Stockholder Representative (the "Merger Agreement"). The proposed transaction has an aggregate enterprise value of approximately $1.63 billion, consisting of approximately $1.19 billion in cash consideration and approximately $440 million in rollover equity from existing Pinnacle management and certain existing institutional investors.

As previously communicated to the Staff, Solara filed its Certification of Substantial Compliance with the Second Request on September 22, 2023, which was 116 calendar days from the date of issuance of the Second Request. Pinnacle, through its outside counsel, Hargrove, Pelletier & Stein LLP ("HPS"), filed its Certification of Substantial Compliance on October 6, 2023.

This letter accompanies and describes the supplemental document and data production that Solara is making today in response to the eight (8) supplemental document requests (the "Pull-Forward Requests") transmitted by Commission Staff on October 27, 2023. The Pull-Forward Requests seek additional documents and data not covered by, or extending the scope of, the original forty-seven (47) specifications set forth in the Second Request. This letter sets forth the scope and methodology of the additional collection and production efforts undertaken by Solara and its counsel in response to the Pull-Forward Requests, describes the contents and volume of the supplemental production, and addresses certain related matters including privilege review, coordination with counsel for Pinnacle, and Solara's reservation of rights and objections.

II. Background on Prior Production

To place the supplemental production in context, we briefly summarize the scope and volume of Solara's prior document and data production in response to the Second Request.

In connection with the forty-seven (47) specifications of the Second Request, Solara undertook a comprehensive document collection, review, and production effort overseen by Calderwood & Harkness LLP with processing and hosting support provided by Keymark Document Solutions LLC ("Keymark"). The total volume of documents collected from Solara-side custodians in the initial collection effort was approximately 1,240,000 documents. Following application of standard de-duplication procedures (utilizing MD5 hash values at the family level), date-range filtering, and keyword culling protocols (which were developed in consultation with and disclosed to Commission Staff), approximately 487,000 documents were staged for substantive review for responsiveness and privilege.

Through the date of Solara's Substantial Compliance Certification and continuing through the date of this letter, Solara has produced to the Commission approximately 196,300 documents, bearing Bates numbers SDILP-2R-000001 through SDILP-2R-196300. These documents were produced in the format agreed upon with Commission Staff, consisting of single-page TIFF images with corresponding load files containing extracted text and metadata, with native-format production for spreadsheets (including Microsoft Excel files) and presentations (including Microsoft Northgate Services Inc. files) where native format was necessary to preserve functionality and usability.

In addition to the document production, Solara has provided seven (7) structured data submissions in response to the data-specific specifications of the Second Request. These structured data submissions cover the following subject areas: (i) sales data, (ii) pricing data, (iii) customer lists and contract information, (iv) win/loss data, (v) market share estimates and competitive landscape analyses, (vi) financial data including historical revenue, cost, and margin information, and (vii) product feature matrices. These data submissions encompass data from both Pinnacle Cloud Systems, Inc. and Meridian Workflow Solutions, Inc. ("Meridian"), a portfolio company of Solara Digital Infrastructure Fund III LP in which Solara GP holds significant governance and operational oversight authority. All structured data submissions were provided in Microsoft Excel format with accompanying data dictionaries describing the fields, definitions, and data sources.

Solara's privilege log, as updated through the date of Substantial Compliance Certification, contains 4,872 entries. These entries are categorized as follows: 3,641 entries withheld or redacted on the basis of the attorney-client privilege; 894 entries withheld or redacted on the basis of the work product doctrine; and 337 entries withheld or redacted on the basis of the joint defense privilege and/or common interest doctrine. The privilege log was prepared in accordance with the Privilege Review Protocol agreed upon with Commission Staff and dated June 15, 2023.

The document production was drawn from a total of eighteen (18) Solara-side custodians, consisting of: (a) twelve (12) custodians from Solara Digital Infrastructure GP LLC and the Fund IV management and investment team, including Graham A. Whitfield, Founding Partner and Chief Executive Officer of Solara GP, and Sandra K. Levinson, Co-Managing Partner and Chief Investment Officer of Solara GP; and (b) six (6) custodians from Meridian Workflow Solutions, Inc., including Priya N. Raghavan, Chief Executive Officer of Meridian. The custodian list was developed through a reasonable and good-faith process, disclosed to Commission Staff, and reflects the individuals most likely to possess documents responsive to the specifications of the Second Request.

III. Summary of the Eight Supplemental Document Requests

On October 27, 2023, Commission Staff transmitted to Calderwood & Harkness LLP eight (8) supplemental document requests, which we refer to herein as the "Pull-Forward Requests." These Pull-Forward Requests seek additional documents and data that were either not covered by the original forty-seven (47) specifications of the Second Request, or that extend the temporal scope or substantive reach of those specifications to capture more recent materials. The Pull-Forward Requests were transmitted via email from the assigned Staff Attorney to Howard Bellamy at Calderwood & Harkness.

The general subject areas covered by the eight Pull-Forward Requests are described below:

Pull-Forward Request No. 1 — Updated Integration and Combination Planning Documents. This request seeks documents relating to the planning, analysis, or implementation of any integration or combination of the businesses, operations, products, personnel, or assets of Pinnacle and Meridian that were created, modified, or received after the original collection date range (i.e., after May 29, 2023). This includes, without limitation, integration planning memoranda, workstream trackers, organizational design proposals, technology integration assessments, and post-merger integration ("PMI") timelines.

Pull-Forward Request No. 2 — Communications Regarding Competitive Positioning of the Combined Platform. This request seeks communications between Solara investment professionals (including members of the Fund IV deal team, operating partners, and portfolio operations personnel) and Meridian management concerning the competitive positioning of the combined Pinnacle-Meridian platform in the marketplace, including communications addressing customer overlap, product complementarity, cross-selling opportunities, and competitive advantages that may result from the combination.

Pull-Forward Request No. 3 — Supplemental Customer-Facing Materials for Meridian's Analytics Module. This request seeks customer-facing materials, including product roadmaps, marketing collateral, sales presentations, demonstrations, and Request for Proposal ("RFP") responses, relating to Meridian's analytics module. Staff's interest in Meridian's analytics module is understandable given that this module generated approximately $37.4 million in last-twelve-months ("LTM") revenue as of the most recently reported period, representing approximately 17.64% of Meridian's total revenue of approximately $212 million. This request extends the temporal scope to capture materials created through November 10, 2023.

Pull-Forward Request No. 4 — Updated Pricing and discounting Data for Meridian's Analytics Offerings. This request seeks updated pricing and discounting data for Meridian's analytics offerings, including list prices, negotiated prices, volume discounts, promotional pricing, and bundled pricing, covering the period through the end of the third quarter of 2023 (i.e., September 30, 2023).

Pull-Forward Request No. 5 — Win/Loss Analysis Data for Pinnacle. This request seeks win/loss analysis data for Pinnacle covering competitive encounters with Meridian and other named competitors, including Marlowe Asset Management Analytics Corp. and Arclight Data Systems, for the most recent fiscal quarters not previously covered in Solara's original data submissions.

Pull-Forward Request No. 6 — Documents Relating to API Interoperability. This request seeks documents relating to open-architecture application programming interface ("API") interoperability between the Pinnacle and Meridian platforms, and between those platforms and third-party order management systems ("OMS") and analytics platforms. We understand that this request is relevant to the Staff's analysis of potential vertical foreclosure effects, and Solara has endeavored to provide a fulsome response addressing interoperability capabilities, API documentation, and partnership or integration arrangements with third-party platform providers.

Pull-Forward Request No. 7 — Board Materials and Investment Committee Presentations. This request seeks board materials and investment committee presentations from Solara GP concerning the transaction rationale for the Pinnacle acquisition, including deal screening memoranda, investment committee memoranda, board presentations, and related analyses, extending the date range beyond the original collection period to capture materials created or updated after May 29, 2023.

Pull-Forward Request No. 8 — Updated Financial Projections and Forecasts. This request seeks updated financial projections and forecasts for both Pinnacle and Meridian through year-end 2023, including revised budget and forecast models, reforecast analyses, and any management or board-level presentations summarizing updated financial expectations.

IV. Scope and Methodology of Supplemental Collection

A. Custodian Universe

Supplemental collections were conducted from the same eighteen (18) Solara-side custodians previously identified in connection with the original Second Request production. In conducting the supplemental collection, Calderwood & Harkness, in consultation with Solara and Meridian personnel, identified a subset of custodians most likely to possess responsive materials for the expanded subject areas covered by the Pull-Forward Requests. This approach ensured that collection efforts were targeted and efficient while remaining comprehensive.

The key custodians from whom supplemental collections were prioritized include: Graham A. Whitfield, Founding Partner and Chief Executive Officer of Solara Digital Infrastructure GP LLC; Sandra K. Levinson, Co-Managing Partner and Chief Investment Officer of Solara Digital Infrastructure GP LLC; Priya N. Raghavan, Chief Executive Officer of Meridian Workflow Solutions, Inc.; and additional members of the Solara Fund IV investment team and Meridian product management and sales leadership who are among the original eighteen custodians. Calderwood & Harkness conducted interviews with each of the prioritized custodians to identify potentially responsive document sources and to confirm that no additional custodians beyond the original eighteen were necessary. Based on these interviews and our review of the Pull-Forward Requests, we determined that no new custodians needed to be added to the custodian universe. Calderwood & Harkness is prepared to discuss the custodian selection with Staff if requested.

B. Date Ranges

The original collection date range for the Second Request production covered documents created or received through the date of the Second Request (May 29, 2023), with certain specifications (including those relating to transaction-specific documents) extending through the date of production. For purposes of the supplemental collection in response to the Pull-Forward Requests, the collection date range was extended through November 10, 2023, in order to capture post-Second Request materials responsive to the Pull-Forward Requests. This extended date range is particularly relevant with respect to Pull-Forward Request Nos. 1, 2, 3, 7, and 8, which seek integration planning documents, competitive positioning communications, customer-facing materials, board and investment committee materials, and updated financial projections, respectively, that would have been created or modified after the original collection cutoff date. For Pull-Forward Request No. 4 (updated pricing and discounting data), the data period extends through Q3 2023 (September 30, 2023). For Pull-Forward Request No. 5 (win/loss data), the data period extends through the most recently completed fiscal quarter.

C. Data Sources

The supplemental collection drew from the same categories of data sources utilized in the original collection, including Strathmore Data Systems and Ashbury Software email repositories, shared network drives and Aldermere Systems sites, Meridian Solutions and Northgate Data Systems messaging platforms, personal devices (where previously collected pursuant to the original collection protocol), and cloud-based document repositories (including Hollowell Health IT and Fenmore Services Inc. accounts used by certain custodians). These collections were performed consistent with the original collection protocol and using the same forensic collection tools and chain-of-custody procedures.

In addition to these standard data sources, targeted supplemental collections were conducted from Meridian's customer relationship management ("CRM") system (Pinnacle Health IT) and product management platforms (including Jira and confluence) to capture updated customer-facing materials and win/loss data responsive to Pull-Forward Request Nos. 3, 4, and 5. These additional targeted collections were identified through custodian interviews and consultations with Meridian's information technology department as necessary to capture responsive materials that may not have been reflected in the email and messaging data of the relevant custodians.

All supplemental collections were coordinated with Keymark Document Solutions LLC (Daniel S. Fong, Project Manager) for processing, de-duplication, and hosting within the existing Relativity review environment maintained at Keymark's facility located at 7600 Leesburg Pike, Suite 320, Falls Church, Virginia 22043. Keymark applied the same processing protocols used for the original production, including extraction of metadata, text extraction via optical character recognition ("OCR") where necessary, and application of near-duplicate identification analytics to assist in the review workflow.

D. De-Duplication and Filtering

Supplemental collections were de-duplicated against the full corpus of documents comprising the original document population to ensure that no duplicative documents would be produced. De-duplication was performed at the global level using MD5 hash values, with family-level integrity maintained so that attachments would not be separated from their parent documents. In addition, date-range filters, custodian-specific filters, and keyword filters were applied to the supplemental collections consistent with the search methodology established in the original collection protocol and previously disclosed to Commission Staff. The keyword search terms applied to the supplemental collections were tailored to the subject matter of each Pull-Forward Request and were developed by the Calderwood & Harkness review team in consultation with the Solara and Meridian business personnel most knowledgeable about the relevant subject areas.

E. Review and Privilege Analysis

Documents identified through the supplemental collection and filtering process were reviewed for responsiveness and privilege by the Calderwood & Harkness litigation team, led by Monica Reyes, Lead Associate, and Elliot Nguyen, Working Associate, with substantive oversight and quality control by Howard Bellamy, Partner. The review team was further supported by Tamara J. Westbrook, Of Counsel in Calderwood & Harkness's Electronic discovery and Information Governance practice, who supervised the application of processing protocols and quality assurance procedures. A contract review team managed by Keymark provided first-level review of lower-priority document populations, with all privilege calls and complex responsiveness determinations escalated to the Calderwood & Harkness attorney team.

Privilege determinations during the supplemental review were made in accordance with the same categories and protocols established in the Privilege Review Protocol dated June 15, 2023, which was developed in coordination with Commission Staff. The three categories of privilege asserted are: (i) the attorney-client privilege, (ii) the work product doctrine (both opinion and factual work product), and (iii) the joint defense privilege and/or common interest doctrine (principally covering communications between counsel for Solara and counsel for Pinnacle made in furtherance of the parties' common legal interest in the transaction and the regulatory review process).

We also note that the Clawback and Non-Waiver Agreement executed by Calderwood & Harkness LLP and the Commission Staff on June 9, 2023 (the "Clawback Agreement"), governs any inadvertent production of privileged or protected materials in connection with both the original production and this supplemental production. Solara expressly relies on the protections of the Clawback Agreement and Federal Rule of Evidence 502(d) in making this supplemental production.

V. Description of Supplemental Document Production

A. Document Volume

Today's supplemental production consists of 8,437 additional documents, bearing Bates numbers SDILP-2R-196301 through SDILP-2R-204737. These documents are being produced in the same format as the original production, consisting of single-page TIFF images with corresponding load files (including extracted text, metadata, and Bates number references), with native-format production for spreadsheets and presentations. The supplemental production is provided on encrypted electronic media delivered by hand and simultaneously transmitted electronically via the secure file transfer protocol previously established with Commission Staff.

The 8,437 supplemental documents are distributed across the eight Pull-Forward Requests as follows, although we note that certain documents are responsive to more than one Pull-Forward Request and are therefore counted only once in the total:

These documents, together with the 196,300 documents previously produced, bring Solara's total document production in this matter to approximately 204,737 documents.

B. Supplemental Privilege Log Entries

The supplemental review generated 387 additional privilege log entries. These entries are provided as an addendum to the existing privilege log, formatted consistently with the original log and containing all fields required by the Privilege Review Protocol. The supplemental privilege log entries break down as follows: 291 entries withheld or redacted on the basis of the attorney-client privilege; 62 entries withheld or redacted on the basis of the work product doctrine; and 34 entries withheld or redacted on the basis of the joint defense privilege and/or common interest doctrine. The supplemental privilege log addendum is included as an enclosure to this letter and is being produced in both Excel and PDF formats.

C. Supplemental Structured Data Submissions

In addition to the supplemental document production, Solara is providing three (3) updated structured data submissions responsive to Pull-Forward Request Nos. 4, 5, and 8:

Updated Pricing and discounting Data for Meridian's Analytics Module (Responsive to Pull-Forward Request No. 4). This data submission updates and extends the pricing data previously provided in Solara's second structured data submission. The updated submission covers list prices, negotiated transaction prices, volume discount schedules, promotional pricing, and bundled pricing for Meridian's analytics module and related product SKUs for the period through September 30, 2023. The data is provided at the individual transaction level where available and at the product-tier level for standard list prices.

Updated Win/Loss Analysis Data for Pinnacle (Responsive to Pull-Forward Request No. 5). This data submission updates the win/loss data previously provided in Solara's fourth structured data submission. The updated submission covers competitive encounters tracked by Pinnacle's sales organization in which Meridian, Marlowe Asset Management Analytics Corp., Arclight Data Systems, or other identified competitors participated, for the fiscal quarters ending June 30, 2023, and September 30, 2023. The data includes, for each encounter, the customer name, deal size, product category, competitors identified, outcome (win/loss), and, where recorded, the primary and secondary reasons for the outcome.

Updated Financial Projections and Forecasts for Pinnacle and Meridian (Responsive to Pull-Forward Request No. 8). This data submission provides updated financial projections and forecasts for both Pinnacle and Meridian through year-end 2023, including revised revenue forecasts, expense budgets, EBITDA projections, and capital expenditure plans. These projections reflect management's most recent estimates and reforecasts as of the date of this submission.

Each of the three supplemental structured data submissions is provided in Microsoft Excel format and is accompanied by an updated data dictionary describing all fields, definitions, units of measurement, data sources, and any material assumptions or methodological notes. The data dictionaries are consistent in format with those provided in connection with Solara's prior seven structured data submissions.

VI. Coordination with Counsel for Pinnacle

Calderwood & Harkness has coordinated with Hargrove, Pelletier & Stein LLP ("HPS") — specifically, Catherine A. Pelletier, Lead Partner, and David L. Morrissette, Associate, at HPS's office at 2001 Ross Avenue, Suite 3600, Dallas, Texas 75201 — regarding the Pull-Forward Requests and the supplemental production obligations of Pinnacle Cloud Systems, Inc. As counsel to Pinnacle, HPS is responsible for Pinnacle's supplemental document production, and Solara understands that HPS will make Pinnacle's supplemental production separately and directly to Commission Staff on a parallel timeline.

With respect to the structured data submissions that require inputs from both Pinnacle and Meridian — particularly the win/loss analysis data (Pull-Forward Request No. 5) and the pricing and discounting data (Pull-Forward Request No. 4) — Calderwood & Harkness and HPS have coordinated to ensure consistency and completeness across the respective submissions. This coordination has included alignment on field definitions, data formatting conventions, competitor naming conventions, and time-period coverage. Calderwood & Harkness and HPS have been mindful of applicable antitrust information-sharing protocols throughout this coordination, and all exchanges of competitively sensitive information between Solara/Meridian and Pinnacle in connection with this coordination have been conducted through outside counsel and in compliance with the Clean Team Agreement dated May 5, 2023.

VII. Reservation of Rights

Solara reserves all rights and objections with respect to the Pull-Forward Requests and this supplemental production, including but not limited to objections on the grounds of relevance, privilege (including the attorney-client privilege, the work product doctrine, and the joint defense and/or common interest doctrine), proportionality, undue burden, and overbreadth. The production of documents and data in response to the Pull-Forward Requests does not constitute a waiver of any previously asserted objections to the original Second Request specifications, nor does it constitute an admission as to the relevance, materiality, or admissibility of any document or data produced.

Solara expressly relies upon the protections of the Clawback and Non-Waiver Agreement dated June 9, 2023, which preserves all privilege protections in the event of inadvertent disclosure of privileged or protected materials. In the event that any document or communication subject to a valid claim of privilege or protection is inadvertently included in this supplemental production, Solara reserves the right to assert the applicable privilege or protection and to demand the return or destruction of such materials in accordance with the terms of the Clawback Agreement and Federal Rule of Evidence 502(d).

Finally, Solara's production of documents and data in response to the Pull-Forward Requests is made without prejudice to Solara's position that the proposed acquisition of Pinnacle Cloud Systems, Inc. does not violate Section 7 of the Clayton Act, 15 U.S.C. § 18, or Section 5 of the Federal Trade Commission Act, 15 U.S.C. § 45, and does not substantially lessen competition or tend to create a monopoly in any relevant product or geographic market. Nothing in this supplemental production, or in any document or data produced herewith, should be construed as an acknowledgment or concession that the proposed transaction raises competitive concerns of any kind.

VIII. Continuing Availability for Dialogue

Calderwood & Harkness remains fully available to discuss the sufficiency and completeness of this supplemental production and to address any questions that Commission Staff may have regarding the documents and data produced herewith. We are committed to working cooperatively with Staff to facilitate a thorough and timely review of the proposed transaction.

In this regard, we note that Solara's Economic Submission and White Paper, prepared by Calderwood & Harkness in conjunction with Solara's economic consultants at Ridgeline Management Consulting, was filed with the Commission on November 3, 2023. The Economic Submission addresses relevant product market definition, relevant geographic market definition, competitive effects analysis, and entry and expansion conditions, and demonstrates the absence of cognizable horizontal or vertical competitive concerns arising from the proposed transaction. We believe that the Economic Submission, together with the comprehensive documentary record provided through the original and supplemental productions, provides the Commission with a complete and fulsome basis upon which to evaluate the competitive implications of the proposed acquisition.

We welcome the opportunity to arrange meetings or telephone conferences with Commission Staff to discuss any additional information needs, to provide further context regarding the documents and data produced, or to address any outstanding questions regarding the supplemental production methodology or content. Calderwood & Harkness and Solara are committed to a constructive dialogue with Staff as the investigation proceeds.

We also wish to bring to Staff's attention the transaction timeline established under the Merger Agreement. The Outside Date under the Merger Agreement, as defined in Section 9.1(b)(i) thereof, is April 14, 2024, subject to an automatic three-month extension to July 14, 2024, in the event that the antitrust regulatory condition set forth in Section 7.1(b) of the Merger Agreement is the sole condition to closing that remains unsatisfied as of the original Outside Date. Solara has a strong interest in achieving a timely resolution of this investigation and respectfully requests that Staff proceed expeditiously in its review of the supplemental production and the transaction as a whole.

IX. Conclusion

We trust that the supplemental production described herein, together with the original production of approximately 196,300 documents and seven structured data submissions, provides Commission Staff with a comprehensive and complete documentary record with which to evaluate the competitive effects of the proposed acquisition of Pinnacle Cloud Systems, Inc. by Solara Digital Infrastructure Fund IV LP. We are confident that a thorough review of this record will confirm that the proposed transaction does not present competitive concerns warranting further action by the Commission.

Should you have any questions regarding this supplemental production, the enclosed materials, or any other aspect of Solara's compliance with the Second Request and Pull-Forward Requests, please do not hesitate to contact Howard Bellamy at (202) 551-7412 or hbellamy@calderwoodharkness.com, or Elliot Nguyen at (202) 551-7438 or enguyen@calderwoodharkness.com. We appreciate Staff's attention to this matter and look forward to continued productive engagement.

Respectfully submitted,

CALDERWOOD & HARKNESS LLP

By: ________

Howard Bellamy Partner, Antitrust & Competition Group Direct: (202) 551-7412 hbellamy@calderwoodharkness.com

By: ________

Elliot Nguyen Associate, Antitrust & Competition Group Direct: (202) 551-7438 enguyen@calderwoodharkness.com

Calderwood & Harkness LLP 1900 K Street NW, Suite 800 Washington, DC 20006

cc (via email):

Graham A. Whitfield, Founding Partner & CEO, Solara Digital Infrastructure GP LLC Sandra K. Levinson, Co-Managing Partner & CIO, Solara Digital Infrastructure GP LLC Marcus E. Culberson, General Counsel, Pinnacle Cloud Systems, Inc. Catherine A. Pelletier, Partner, Hargrove, Pelletier & Stein LLP Monica Reyes, Lead Associate, Calderwood & Harkness LLP Tamara J. Westbrook, Of Counsel, Calderwood & Harkness LLP

Enclosures:

1. Supplemental Document Production (encrypted electronic media and load files, bearing Bates Nos. SDILP-2R-196301 through SDILP-2R-204737)

2. Supplemental Privilege Log Addendum (387 entries, in Excel and PDF formats)

3. Supplemental Structured Data Submissions, consisting of:

(a) Updated Pricing and discounting Data for Meridian Analytics Module (with Data Dictionary) (b) Updated Win/Loss Analysis Data for Pinnacle (with Data Dictionary) (c) Updated Financial Projections and Forecasts for Pinnacle and Meridian (with Data Dictionary)

Pull-Forward Request	Subject Area	Approx. Document Count
No. 1	Integration/Combination Planning	1,274
No. 2	Competitive Positioning Communications	2,163
No. 3	Customer-Facing Materials (Analytics Module)	1,408
No. 4	Pricing/Discounting Data (Analytics)	347
No. 5	Win/Loss Analysis (Pinnacle)	892
No. 6	API Interoperability	1,187
No. 7	Board/Investment Committee Materials	624
No. 8	Financial Projections/Forecasts	542

CONFIDENTIAL — SUBJECT TO FTC RULES OF PRACTICE 16 C.F.R. § 4.10
CALDERWOOD & HARKNESS LLP Attorneys at Law
1900 K Street NW, Suite 800 Washington, DC 20006 Telephone: (202) 551-7400 Facsimile: (202) 551-7401 www.calderwoodharkness.com
November 17, 2023
VIA HAND DELIVERY AND ELECTRONIC TRANSMISSION
Lead Staff Attorney Bureau of Competition Mergers IV Division Federal Trade Commission 600 Pennsylvania Avenue NW Washington, DC 20580
Re: FTC File No. 231-0487 — Supplemental Production on Behalf of Solara Digital Infrastructure LP in Response to Supplemental Document Requests Dated October 27, 2023
Dear Staff Attorney:
I. Introduction and Purpose
We write on behalf of our client, Solara Digital Infrastructure LP ("Solara"), a Delaware limited partnership with its principal place of business at 200 Tatnall Street, Suite 1400, Wilmington, Delaware 19801, in connection with the above-referenced investigation, FTC File No. 231-0487. Calderwood & Harkness LLP serves as outside antitrust counsel to Solara in this matter.
As you are aware, the Federal Trade Commission (the "Commission") issued its Request for Additional Information and Documentary Material ("Second Request") to Solara on May 29, 2023, in connection with the proposed acquisition by Solara Digital Infrastructure Fund IV LP, acting through its wholly owned acquisition subsidiary, PCS Acquisition Corp. (a Delaware corporation organized for purposes of the transaction), of one hundred percent (100%) of the outstanding capital stock of Pinnacle Cloud Systems, Inc. ("Pinnacle"), a Delaware corporation, pursuant to the terms of that certain Stock Purchase Agreement dated April 14, 2023, by and among Solara Digital Infrastructure Fund IV LP, PCS Acquisition Corp., Pinnacle, the stockholders of Pinnacle identified on the signature pages thereto, and the Stockholder Representative (the "Merger Agreement"). The proposed transaction has an aggregate enterprise value of approximately $1.63 billion, consisting of approximately $1.19 billion in cash consideration and approximately $440 million in rollover equity from existing Pinnacle management and certain existing institutional investors.
As previously communicated to the Staff, Solara filed its Certification of Substantial Compliance with the Second Request on September 22, 2023, which was 116 calendar days from the date of issuance of the Second Request. Pinnacle, through its outside counsel, Hargrove, Pelletier & Stein LLP ("HPS"), filed its Certification of Substantial Compliance on October 6, 2023.
This letter accompanies and describes the supplemental document and data production that Solara is making today in response to the eight (8) supplemental document requests (the "Pull-Forward Requests") transmitted by Commission Staff on October 27, 2023. The Pull-Forward Requests seek additional documents and data not covered by, or extending the scope of, the original forty-seven (47) specifications set forth in the Second Request. This letter sets forth the scope and methodology of the additional collection and production efforts undertaken by Solara and its counsel in response to the Pull-Forward Requests, describes the contents and volume of the supplemental production, and addresses certain related matters including privilege review, coordination with counsel for Pinnacle, and Solara's reservation of rights and objections.
II. Background on Prior Production
To place the supplemental production in context, we briefly summarize the scope and volume of Solara's prior document and data production in response to the Second Request.
In connection with the forty-seven (47) specifications of the Second Request, Solara undertook a comprehensive document collection, review, and production effort overseen by Calderwood & Harkness LLP with processing and hosting support provided by Keymark Document Solutions LLC ("Keymark"). The total volume of documents collected from Solara-side custodians in the initial collection effort was approximately 1,240,000 documents. Following application of standard de-duplication procedures (utilizing MD5 hash values at the family level), date-range filtering, and keyword culling protocols (which were developed in consultation with and disclosed to Commission Staff), approximately 487,000 documents were staged for substantive review for responsiveness and privilege.
Through the date of Solara's Substantial Compliance Certification and continuing through the date of this letter, Solara has produced to the Commission approximately 196,300 documents, bearing Bates numbers SDILP-2R-000001 through SDILP-2R-196300. These documents were produced in the format agreed upon with Commission Staff, consisting of single-page TIFF images with corresponding load files containing extracted text and metadata, with native-format production for spreadsheets (including Microsoft Excel files) and presentations (including Microsoft Northgate Services Inc. files) where native format was necessary to preserve functionality and usability.
In addition to the document production, Solara has provided seven (7) structured data submissions in response to the data-specific specifications of the Second Request. These structured data submissions cover the following subject areas: (i) sales data, (ii) pricing data, (iii) customer lists and contract information, (iv) win/loss data, (v) market share estimates and competitive landscape analyses, (vi) financial data including historical revenue, cost, and margin information, and (vii) product feature matrices. These data submissions encompass data from both Pinnacle Cloud Systems, Inc. and Meridian Workflow Solutions, Inc. ("Meridian"), a portfolio company of Solara Digital Infrastructure Fund III LP in which Solara GP holds significant governance and operational oversight authority. All structured data submissions were provided in Microsoft Excel format with accompanying data dictionaries describing the fields, definitions, and data sources.
Solara's privilege log, as updated through the date of Substantial Compliance Certification, contains 4,872 entries. These entries are categorized as follows: 3,641 entries withheld or redacted on the basis of the attorney-client privilege; 894 entries withheld or redacted on the basis of the work product doctrine; and 337 entries withheld or redacted on the basis of the joint defense privilege and/or common interest doctrine. The privilege log was prepared in accordance with the Privilege Review Protocol agreed upon with Commission Staff and dated June 15, 2023.
The document production was drawn from a total of eighteen (18) Solara-side custodians, consisting of: (a) twelve (12) custodians from Solara Digital Infrastructure GP LLC and the Fund IV management and investment team, including Graham A. Whitfield, Founding Partner and Chief Executive Officer of Solara GP, and Sandra K. Levinson, Co-Managing Partner and Chief Investment Officer of Solara GP; and (b) six (6) custodians from Meridian Workflow Solutions, Inc., including Priya N. Raghavan, Chief Executive Officer of Meridian. The custodian list was developed through a reasonable and good-faith process, disclosed to Commission Staff, and reflects the individuals most likely to possess documents responsive to the specifications of the Second Request.
III. Summary of the Eight Supplemental Document Requests
On October 27, 2023, Commission Staff transmitted to Calderwood & Harkness LLP eight (8) supplemental document requests, which we refer to herein as the "Pull-Forward Requests." These Pull-Forward Requests seek additional documents and data that were either not covered by the original forty-seven (47) specifications of the Second Request, or that extend the temporal scope or substantive reach of those specifications to capture more recent materials. The Pull-Forward Requests were transmitted via email from the assigned Staff Attorney to Howard Bellamy at Calderwood & Harkness.
The general subject areas covered by the eight Pull-Forward Requests are described below:
Pull-Forward Request No. 1 — Updated Integration and Combination Planning Documents. This request seeks documents relating to the planning, analysis, or implementation of any integration or combination of the businesses, operations, products, personnel, or assets of Pinnacle and Meridian that were created, modified, or received after the original collection date range (i.e., after May 29, 2023). This includes, without limitation, integration planning memoranda, workstream trackers, organizational design proposals, technology integration assessments, and post-merger integration ("PMI") timelines.
Pull-Forward Request No. 2 — Communications Regarding Competitive Positioning of the Combined Platform. This request seeks communications between Solara investment professionals (including members of the Fund IV deal team, operating partners, and portfolio operations personnel) and Meridian management concerning the competitive positioning of the combined Pinnacle-Meridian platform in the marketplace, including communications addressing customer overlap, product complementarity, cross-selling opportunities, and competitive advantages that may result from the combination.
Pull-Forward Request No. 3 — Supplemental Customer-Facing Materials for Meridian's Analytics Module. This request seeks customer-facing materials, including product roadmaps, marketing collateral, sales presentations, demonstrations, and Request for Proposal ("RFP") responses, relating to Meridian's analytics module. Staff's interest in Meridian's analytics module is understandable given that this module generated approximately $37.4 million in last-twelve-months ("LTM") revenue as of the most recently reported period, representing approximately 17.64% of Meridian's total revenue of approximately $212 million. This request extends the temporal scope to capture materials created through November 10, 2023.
Pull-Forward Request No. 4 — Updated Pricing and discounting Data for Meridian's Analytics Offerings. This request seeks updated pricing and discounting data for Meridian's analytics offerings, including list prices, negotiated prices, volume discounts, promotional pricing, and bundled pricing, covering the period through the end of the third quarter of 2023 (i.e., September 30, 2023).
Pull-Forward Request No. 5 — Win/Loss Analysis Data for Pinnacle. This request seeks win/loss analysis data for Pinnacle covering competitive encounters with Meridian and other named competitors, including Marlowe Asset Management Analytics Corp. and Arclight Data Systems, for the most recent fiscal quarters not previously covered in Solara's original data submissions.
Pull-Forward Request No. 6 — Documents Relating to API Interoperability. This request seeks documents relating to open-architecture application programming interface ("API") interoperability between the Pinnacle and Meridian platforms, and between those platforms and third-party order management systems ("OMS") and analytics platforms. We understand that this request is relevant to the Staff's analysis of potential vertical foreclosure effects, and Solara has endeavored to provide a fulsome response addressing interoperability capabilities, API documentation, and partnership or integration arrangements with third-party platform providers.
Pull-Forward Request No. 7 — Board Materials and Investment Committee Presentations. This request seeks board materials and investment committee presentations from Solara GP concerning the transaction rationale for the Pinnacle acquisition, including deal screening memoranda, investment committee memoranda, board presentations, and related analyses, extending the date range beyond the original collection period to capture materials created or updated after May 29, 2023.
Pull-Forward Request No. 8 — Updated Financial Projections and Forecasts. This request seeks updated financial projections and forecasts for both Pinnacle and Meridian through year-end 2023, including revised budget and forecast models, reforecast analyses, and any management or board-level presentations summarizing updated financial expectations.
IV. Scope and Methodology of Supplemental Collection
A. Custodian Universe
Supplemental collections were conducted from the same eighteen (18) Solara-side custodians previously identified in connection with the original Second Request production. In conducting the supplemental collection, Calderwood & Harkness, in consultation with Solara and Meridian personnel, identified a subset of custodians most likely to possess responsive materials for the expanded subject areas covered by the Pull-Forward Requests. This approach ensured that collection efforts were targeted and efficient while remaining comprehensive.
The key custodians from whom supplemental collections were prioritized include: Graham A. Whitfield, Founding Partner and Chief Executive Officer of Solara Digital Infrastructure GP LLC; Sandra K. Levinson, Co-Managing Partner and Chief Investment Officer of Solara Digital Infrastructure GP LLC; Priya N. Raghavan, Chief Executive Officer of Meridian Workflow Solutions, Inc.; and additional members of the Solara Fund IV investment team and Meridian product management and sales leadership who are among the original eighteen custodians. Calderwood & Harkness conducted interviews with each of the prioritized custodians to identify potentially responsive document sources and to confirm that no additional custodians beyond the original eighteen were necessary. Based on these interviews and our review of the Pull-Forward Requests, we determined that no new custodians needed to be added to the custodian universe. Calderwood & Harkness is prepared to discuss the custodian selection with Staff if requested.
B. Date Ranges
The original collection date range for the Second Request production covered documents created or received through the date of the Second Request (May 29, 2023), with certain specifications (including those relating to transaction-specific documents) extending through the date of production. For purposes of the supplemental collection in response to the Pull-Forward Requests, the collection date range was extended through November 10, 2023, in order to capture post-Second Request materials responsive to the Pull-Forward Requests. This extended date range is particularly relevant with respect to Pull-Forward Request Nos. 1, 2, 3, 7, and 8, which seek integration planning documents, competitive positioning communications, customer-facing materials, board and investment committee materials, and updated financial projections, respectively, that would have been created or modified after the original collection cutoff date. For Pull-Forward Request No. 4 (updated pricing and discounting data), the data period extends through Q3 2023 (September 30, 2023). For Pull-Forward Request No. 5 (win/loss data), the data period extends through the most recently completed fiscal quarter.
C. Data Sources
The supplemental collection drew from the same categories of data sources utilized in the original collection, including Strathmore Data Systems and Ashbury Software email repositories, shared network drives and Aldermere Systems sites, Meridian Solutions and Northgate Data Systems messaging platforms, personal devices (where previously collected pursuant to the original collection protocol), and cloud-based document repositories (including Hollowell Health IT and Fenmore Services Inc. accounts used by certain custodians). These collections were performed consistent with the original collection protocol and using the same forensic collection tools and chain-of-custody procedures.
In addition to these standard data sources, targeted supplemental collections were conducted from Meridian's customer relationship management ("CRM") system (Pinnacle Health IT) and product management platforms (including Jira and confluence) to capture updated customer-facing materials and win/loss data responsive to Pull-Forward Request Nos. 3, 4, and 5. These additional targeted collections were identified through custodian interviews and consultations with Meridian's information technology department as necessary to capture responsive materials that may not have been reflected in the email and messaging data of the relevant custodians.
All supplemental collections were coordinated with Keymark Document Solutions LLC (Daniel S. Fong, Project Manager) for processing, de-duplication, and hosting within the existing Relativity review environment maintained at Keymark's facility located at 7600 Leesburg Pike, Suite 320, Falls Church, Virginia 22043. Keymark applied the same processing protocols used for the original production, including extraction of metadata, text extraction via optical character recognition ("OCR") where necessary, and application of near-duplicate identification analytics to assist in the review workflow.
D. De-Duplication and Filtering
Supplemental collections were de-duplicated against the full corpus of documents comprising the original document population to ensure that no duplicative documents would be produced. De-duplication was performed at the global level using MD5 hash values, with family-level integrity maintained so that attachments would not be separated from their parent documents. In addition, date-range filters, custodian-specific filters, and keyword filters were applied to the supplemental collections consistent with the search methodology established in the original collection protocol and previously disclosed to Commission Staff. The keyword search terms applied to the supplemental collections were tailored to the subject matter of each Pull-Forward Request and were developed by the Calderwood & Harkness review team in consultation with the Solara and Meridian business personnel most knowledgeable about the relevant subject areas.
E. Review and Privilege Analysis
Documents identified through the supplemental collection and filtering process were reviewed for responsiveness and privilege by the Calderwood & Harkness litigation team, led by Monica Reyes, Lead Associate, and Elliot Nguyen, Working Associate, with substantive oversight and quality control by Howard Bellamy, Partner. The review team was further supported by Tamara J. Westbrook, Of Counsel in Calderwood & Harkness's Electronic discovery and Information Governance practice, who supervised the application of processing protocols and quality assurance procedures. A contract review team managed by Keymark provided first-level review of lower-priority document populations, with all privilege calls and complex responsiveness determinations escalated to the Calderwood & Harkness attorney team.
Privilege determinations during the supplemental review were made in accordance with the same categories and protocols established in the Privilege Review Protocol dated June 15, 2023, which was developed in coordination with Commission Staff. The three categories of privilege asserted are: (i) the attorney-client privilege, (ii) the work product doctrine (both opinion and factual work product), and (iii) the joint defense privilege and/or common interest doctrine (principally covering communications between counsel for Solara and counsel for Pinnacle made in furtherance of the parties' common legal interest in the transaction and the regulatory review process).
We also note that the Clawback and Non-Waiver Agreement executed by Calderwood & Harkness LLP and the Commission Staff on June 9, 2023 (the "Clawback Agreement"), governs any inadvertent production of privileged or protected materials in connection with both the original production and this supplemental production. Solara expressly relies on the protections of the Clawback Agreement and Federal Rule of Evidence 502(d) in making this supplemental production.
V. Description of Supplemental Document Production
A. Document Volume
Today's supplemental production consists of 8,437 additional documents, bearing Bates numbers SDILP-2R-196301 through SDILP-2R-204737. These documents are being produced in the same format as the original production, consisting of single-page TIFF images with corresponding load files (including extracted text, metadata, and Bates number references), with native-format production for spreadsheets and presentations. The supplemental production is provided on encrypted electronic media delivered by hand and simultaneously transmitted electronically via the secure file transfer protocol previously established with Commission Staff.
The 8,437 supplemental documents are distributed across the eight Pull-Forward Requests as follows, although we note that certain documents are responsive to more than one Pull-Forward Request and are therefore counted only once in the total:
These documents, together with the 196,300 documents previously produced, bring Solara's total document production in this matter to approximately 204,737 documents.
B. Supplemental Privilege Log Entries
The supplemental review generated 387 additional privilege log entries. These entries are provided as an addendum to the existing privilege log, formatted consistently with the original log and containing all fields required by the Privilege Review Protocol. The supplemental privilege log entries break down as follows: 291 entries withheld or redacted on the basis of the attorney-client privilege; 62 entries withheld or redacted on the basis of the work product doctrine; and 34 entries withheld or redacted on the basis of the joint defense privilege and/or common interest doctrine. The supplemental privilege log addendum is included as an enclosure to this letter and is being produced in both Excel and PDF formats.
C. Supplemental Structured Data Submissions
In addition to the supplemental document production, Solara is providing three (3) updated structured data submissions responsive to Pull-Forward Request Nos. 4, 5, and 8:
Updated Pricing and discounting Data for Meridian's Analytics Module (Responsive to Pull-Forward Request No. 4). This data submission updates and extends the pricing data previously provided in Solara's second structured data submission. The updated submission covers list prices, negotiated transaction prices, volume discount schedules, promotional pricing, and bundled pricing for Meridian's analytics module and related product SKUs for the period through September 30, 2023. The data is provided at the individual transaction level where available and at the product-tier level for standard list prices.
Updated Win/Loss Analysis Data for Pinnacle (Responsive to Pull-Forward Request No. 5). This data submission updates the win/loss data previously provided in Solara's fourth structured data submission. The updated submission covers competitive encounters tracked by Pinnacle's sales organization in which Meridian, Marlowe Asset Management Analytics Corp., Arclight Data Systems, or other identified competitors participated, for the fiscal quarters ending June 30, 2023, and September 30, 2023. The data includes, for each encounter, the customer name, deal size, product category, competitors identified, outcome (win/loss), and, where recorded, the primary and secondary reasons for the outcome.
Updated Financial Projections and Forecasts for Pinnacle and Meridian (Responsive to Pull-Forward Request No. 8). This data submission provides updated financial projections and forecasts for both Pinnacle and Meridian through year-end 2023, including revised revenue forecasts, expense budgets, EBITDA projections, and capital expenditure plans. These projections reflect management's most recent estimates and reforecasts as of the date of this submission.
Each of the three supplemental structured data submissions is provided in Microsoft Excel format and is accompanied by an updated data dictionary describing all fields, definitions, units of measurement, data sources, and any material assumptions or methodological notes. The data dictionaries are consistent in format with those provided in connection with Solara's prior seven structured data submissions.
VI. Coordination with Counsel for Pinnacle
Calderwood & Harkness has coordinated with Hargrove, Pelletier & Stein LLP ("HPS") — specifically, Catherine A. Pelletier, Lead Partner, and David L. Morrissette, Associate, at HPS's office at 2001 Ross Avenue, Suite 3600, Dallas, Texas 75201 — regarding the Pull-Forward Requests and the supplemental production obligations of Pinnacle Cloud Systems, Inc. As counsel to Pinnacle, HPS is responsible for Pinnacle's supplemental document production, and Solara understands that HPS will make Pinnacle's supplemental production separately and directly to Commission Staff on a parallel timeline.
With respect to the structured data submissions that require inputs from both Pinnacle and Meridian — particularly the win/loss analysis data (Pull-Forward Request No. 5) and the pricing and discounting data (Pull-Forward Request No. 4) — Calderwood & Harkness and HPS have coordinated to ensure consistency and completeness across the respective submissions. This coordination has included alignment on field definitions, data formatting conventions, competitor naming conventions, and time-period coverage. Calderwood & Harkness and HPS have been mindful of applicable antitrust information-sharing protocols throughout this coordination, and all exchanges of competitively sensitive information between Solara/Meridian and Pinnacle in connection with this coordination have been conducted through outside counsel and in compliance with the Clean Team Agreement dated May 5, 2023.
VII. Reservation of Rights
Solara reserves all rights and objections with respect to the Pull-Forward Requests and this supplemental production, including but not limited to objections on the grounds of relevance, privilege (including the attorney-client privilege, the work product doctrine, and the joint defense and/or common interest doctrine), proportionality, undue burden, and overbreadth. The production of documents and data in response to the Pull-Forward Requests does not constitute a waiver of any previously asserted objections to the original Second Request specifications, nor does it constitute an admission as to the relevance, materiality, or admissibility of any document or data produced.
Solara expressly relies upon the protections of the Clawback and Non-Waiver Agreement dated June 9, 2023, which preserves all privilege protections in the event of inadvertent disclosure of privileged or protected materials. In the event that any document or communication subject to a valid claim of privilege or protection is inadvertently included in this supplemental production, Solara reserves the right to assert the applicable privilege or protection and to demand the return or destruction of such materials in accordance with the terms of the Clawback Agreement and Federal Rule of Evidence 502(d).
Finally, Solara's production of documents and data in response to the Pull-Forward Requests is made without prejudice to Solara's position that the proposed acquisition of Pinnacle Cloud Systems, Inc. does not violate Section 7 of the Clayton Act, 15 U.S.C. § 18, or Section 5 of the Federal Trade Commission Act, 15 U.S.C. § 45, and does not substantially lessen competition or tend to create a monopoly in any relevant product or geographic market. Nothing in this supplemental production, or in any document or data produced herewith, should be construed as an acknowledgment or concession that the proposed transaction raises competitive concerns of any kind.
VIII. Continuing Availability for Dialogue
Calderwood & Harkness remains fully available to discuss the sufficiency and completeness of this supplemental production and to address any questions that Commission Staff may have regarding the documents and data produced herewith. We are committed to working cooperatively with Staff to facilitate a thorough and timely review of the proposed transaction.
In this regard, we note that Solara's Economic Submission and White Paper, prepared by Calderwood & Harkness in conjunction with Solara's economic consultants at Ridgeline Management Consulting, was filed with the Commission on November 3, 2023. The Economic Submission addresses relevant product market definition, relevant geographic market definition, competitive effects analysis, and entry and expansion conditions, and demonstrates the absence of cognizable horizontal or vertical competitive concerns arising from the proposed transaction. We believe that the Economic Submission, together with the comprehensive documentary record provided through the original and supplemental productions, provides the Commission with a complete and fulsome basis upon which to evaluate the competitive implications of the proposed acquisition.
We welcome the opportunity to arrange meetings or telephone conferences with Commission Staff to discuss any additional information needs, to provide further context regarding the documents and data produced, or to address any outstanding questions regarding the supplemental production methodology or content. Calderwood & Harkness and Solara are committed to a constructive dialogue with Staff as the investigation proceeds.
We also wish to bring to Staff's attention the transaction timeline established under the Merger Agreement. The Outside Date under the Merger Agreement, as defined in Section 9.1(b)(i) thereof, is April 14, 2024, subject to an automatic three-month extension to July 14, 2024, in the event that the antitrust regulatory condition set forth in Section 7.1(b) of the Merger Agreement is the sole condition to closing that remains unsatisfied as of the original Outside Date. Solara has a strong interest in achieving a timely resolution of this investigation and respectfully requests that Staff proceed expeditiously in its review of the supplemental production and the transaction as a whole.
IX. Conclusion
We trust that the supplemental production described herein, together with the original production of approximately 196,300 documents and seven structured data submissions, provides Commission Staff with a comprehensive and complete documentary record with which to evaluate the competitive effects of the proposed acquisition of Pinnacle Cloud Systems, Inc. by Solara Digital Infrastructure Fund IV LP. We are confident that a thorough review of this record will confirm that the proposed transaction does not present competitive concerns warranting further action by the Commission.
Should you have any questions regarding this supplemental production, the enclosed materials, or any other aspect of Solara's compliance with the Second Request and Pull-Forward Requests, please do not hesitate to contact Howard Bellamy at (202) 551-7412 or hbellamy@calderwoodharkness.com, or Elliot Nguyen at (202) 551-7438 or enguyen@calderwoodharkness.com. We appreciate Staff's attention to this matter and look forward to continued productive engagement.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Howard Bellamy Partner, Antitrust & Competition Group Direct: (202) 551-7412 hbellamy@calderwoodharkness.com
By: ________
Elliot Nguyen Associate, Antitrust & Competition Group Direct: (202) 551-7438 enguyen@calderwoodharkness.com
Calderwood & Harkness LLP 1900 K Street NW, Suite 800 Washington, DC 20006
cc (via email):
Graham A. Whitfield, Founding Partner & CEO, Solara Digital Infrastructure GP LLC Sandra K. Levinson, Co-Managing Partner & CIO, Solara Digital Infrastructure GP LLC Marcus E. Culberson, General Counsel, Pinnacle Cloud Systems, Inc. Catherine A. Pelletier, Partner, Hargrove, Pelletier & Stein LLP Monica Reyes, Lead Associate, Calderwood & Harkness LLP Tamara J. Westbrook, Of Counsel, Calderwood & Harkness LLP
Enclosures:
1. Supplemental Document Production (encrypted electronic media and load files, bearing Bates Nos. SDILP-2R-196301 through SDILP-2R-204737)
2. Supplemental Privilege Log Addendum (387 entries, in Excel and PDF formats)
3. Supplemental Structured Data Submissions, consisting of:
(a) Updated Pricing and discounting Data for Meridian Analytics Module (with Data Dictionary) (b) Updated Win/Loss Analysis Data for Pinnacle (with Data Dictionary) (c) Updated Financial Projections and Forecasts for Pinnacle and Meridian (with Data Dictionary)
Pull-Forward Request | Subject Area | Approx. Document Count
No. 1 | Integration/Combination Planning | 1,274
No. 2 | Competitive Positioning Communications | 2,163
No. 3 | Customer-Facing Materials (Analytics Module) | 1,408
No. 4 | Pricing/Discounting Data (Analytics) | 347
No. 5 | Win/Loss Analysis (Pinnacle) | 892
No. 6 | API Interoperability | 1,187
No. 7 | Board/Investment Committee Materials | 624
No. 8 | Financial Projections/Forecasts | 542

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