HSR FILING — FINAL SUBMISSION PACKAGE

HSR FILING — FINAL SUBMISSION PACKAGE
SOLARA DIGITAL INFRASTRUCTURE FUND VI LP Proposed Acquisition of Cloudium Technologies plc
Filed Pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (15 U.S.C. § 18a) and Rules Promulgated Thereunder (16 C.F.R. Parts 801–803)
February 9, 2024
CONFIDENTIAL TREATMENT REQUESTED — This filing and all accompanying materials contain confidential commercial and financial information and are submitted subject to the request for confidential treatment under 16 C.F.R. § 803.21. This package is not for public disclosure.
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I. COVER LETTER TO FTC PREMERGER NOTIFICATION OFFICE
CALDERWOOD & HARKNESS LLP 1601 K Street NW Washington, DC 20006 Telephone: (202) 555-4100 Facsimile: (202) 555-4101 www.calderwoodharkness.com
February 9, 2024
VIA ELECTRONIC FILING AND Sundial Data Systems
Premerger Notification Office Bureau of Competition Federal Trade Commission 600 Pennsylvania Avenue NW Washington, DC 20580
Re: Notification and Report Form Filed Pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 — Proposed Acquisition of Cloudium Technologies plc by Solara Digital Infrastructure Fund VI LP Matter No.: 1041-00003
Dear Sir or Madam:
On behalf of our client, Solara Digital Infrastructure Fund VI LP ("Fund VI"), a Delaware limited partnership (EIN 87-4523190), we hereby submit the enclosed Notification and Report Form (the "Filing") in connection with Fund VI's proposed acquisition of Cloudium Technologies plc ("Cloudium"), a public limited company incorporated under the laws of England and Wales (Company No. 09734521), pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), 15 U.S.C. § 18a, and the rules promulgated thereunder, 16 C.F.R. Parts 801–803 (the "Rules").
Identification of the Filing Party
This Filing is made on behalf of Fund VI, which is the "Acquiring Person" for purposes of the HSR Act. Fund VI is a Delaware limited partnership formed for the purpose of making private equity investments in digital infrastructure, enterprise software, cloud computing, and related technology sectors.
The ultimate parent entity ("UPE") of Fund VI is Solara Digital Infrastructure LP, a Delaware limited partnership, with a principal place of business at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801. The general partner of Solara Digital Infrastructure LP is Solara Digital GP LLC, a Delaware limited liability company. The natural persons who hold or share the right to exercise fifty percent or more of the voting power in the UPE, or who otherwise control the UPE, are Marcus Elliston (Founder and Managing Partner) and Priya Narasimhan (Co-Managing Partner and Chief Investment Officer).
Description of the Transaction
Fund VI proposes to acquire, through its wholly owned subsidiary Stratos Merger Sub Inc. (a Delaware corporation, DE File No. 7923841, incorporated on January 8, 2024), all of the outstanding voting securities of Cloudium Technologies plc. Cloudium's common stock is currently listed on the Nasdaq Global Select Market under the ticker symbol "CLDM."
The proposed acquisition will be structured as a reverse triangular merger under the Delaware General Corporation Law, pursuant to which Stratos Merger Sub Inc. will merge with and into Cloudium, with Cloudium surviving as a wholly owned subsidiary of Fund VI. Upon consummation of the merger, each share of Cloudium common stock outstanding (other than shares subject to rollover arrangements, treasury shares, and dissenting shares) will be converted into the right to receive approximately $36.92 in cash, without interest, for an aggregate deal value of approximately $6,800,000,000.
The transaction is governed by the Agreement and Plan of Merger, dated as of January 22, 2024 (the "Merger Agreement"), among Cloudium Technologies plc, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP. A fully executed copy of the Merger Agreement is enclosed herewith as Exhibit A.
In connection with the transaction, certain shareholders of Cloudium have entered into rollover agreements pursuant to which a portion of their equity holdings will be contributed to the surviving entity in exchange for equity interests in a post-closing holding company:
•  Jonathan Hargrove (Chief Executive Officer of Cloudium): holds approximately 4.2% of Cloudium's outstanding common stock (7,736,400 shares), of which 50% (3,868,200 shares, representing approximately $142,814,544 in value) will be rolled over into equity in the post-closing entity. The remaining shares will be cashed out at the per-share merger consideration of $36.92.
•  Pinnacle Growth Ventures LLC (a Delaware limited liability company, 777 Third Avenue, 28th Floor, New York, NY 10017; Managing Member: Evelyn Carmichael): holds approximately 11.6% of Cloudium's outstanding common stock (21,367,200 shares), of which 60% (12,820,320 shares, representing approximately $473,241,408 in value) will be rolled over into equity in the post-closing entity. The remaining shares will be cashed out at the per-share merger consideration of $36.92.
The total rollover equity is approximately $616,055,952, with the balance of the per-share merger consideration to be funded through a combination of equity contributions from Fund VI and committed debt financing.
Filing Fee Information
Based on the aggregate transaction value of $6,800,000,000, the applicable HSR filing fee has been calculated in accordance with the fee schedule then in effect under the HSR Act, as adjusted by the Federal Trade Commission. The filing fee for transactions valued in excess of the applicable threshold has been computed and transmitted to the Federal Trade Commission's designated account by wire transfer on February 8, 2024. A copy of the wire transfer confirmation is enclosed herewith as Exhibit G.
Enclosures
The following items are enclosed with this letter:
1.  Notification and Report Form for Fund VI (acquiring person filing), completed in accordance with the instructions set forth in 16 C.F.R. Part 803, together with all required items and responses;
2.  Exhibit A — Executed copy of the Agreement and Plan of Merger, dated January 22, 2024;
3.  Exhibit B — Organizational Chart of the Acquiring Person;
4.  Exhibit C — Organizational Chart of the Acquired Entity;
5.  Exhibit D — Annual Reports and SEC Filings of the Acquired Entity;
6.  Exhibit E — Item 4(c) and 4(d) Document Log;
7.  Exhibit F — NAICS Code Revenue Breakdown for Acquiring Person and Acquired Entity;
8.  Exhibit G — Filing Fee Calculation and Wire Transfer Confirmation;
9.  Exhibit H — Executed Power of Attorney / Authorization;
10.  Exhibit I — Certification of Compliance with Filing Requirements; and
11.  Competitive Analysis Summary (voluntary submission).
Counsel Identification
This Filing has been prepared and submitted by the following counsel:
Lead Antitrust Counsel: Elaine Forsythe, Specialist Partner Antitrust & Competition Practice Calderwood & Harkness LLP 1601 K Street NW Washington, DC 20006 Telephone: (202) 555-4112
Email: elaine.forsythe@calderwoodharkness.com
Responsible M&A Partner: Harrison Wexford, Partner Mergers & Acquisitions Practice Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022 Telephone: (212) 555-7800
Email: harrison.wexford@calderwoodharkness.com
Lead M&A Associate: Tiffany Rosenthal, Associate Mergers & Acquisitions Practice Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022 Telephone: (212) 555-7845
Email: tiffany.rosenthal@calderwoodharkness.com
This matter is being handled under Calderwood & Harkness LLP Matter Number 1041-00003. All correspondence and communications regarding this Filing should be directed to Elaine Forsythe at the address and contact information provided above.
Confidential Treatment Request
Fund VI respectfully requests that the Filing, all attachments and exhibits submitted herewith, and all non-public materials contained in or accompanying this submission be accorded confidential treatment pursuant to 16 C.F.R. § 803.21. The materials submitted contain highly sensitive commercial, financial, and proprietary information, the public disclosure of which would cause substantial competitive harm to the parties. Fund VI further requests that the Federal Trade Commission and the Department of Justice not disclose the fact of this Filing or any information derived therefrom, except to the extent required by law or as otherwise permitted under the HSR Act and the Rules.
Request for Early Termination
Fund VI hereby formally requests early termination of the statutory 30-day waiting period applicable to this transaction under Section 7A(b)(1) of the Clayton Act, 15 U.S.C. § 18a(b)(1). As set forth in the voluntary Competitive Analysis Summary enclosed herewith, the proposed acquisition raises no substantive competitive concerns. The transaction is a financial sponsor acquisition by a private equity fund and does not involve the combination of competing businesses in a manner that would be expected to lessen competition substantially in any relevant market. Fund VI respectfully submits that the competitive conditions supporting early termination are fully satisfied and requests that the agencies grant early termination at the earliest possible opportunity.
We are available to discuss any questions the Staff may have regarding this Filing or the proposed transaction. We would welcome the opportunity to meet with the Staff at their convenience to facilitate a prompt and efficient review.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Elaine Forsythe Specialist Partner, Antitrust & Competition 1601 K Street NW Washington, DC 20006 Telephone: (202) 555-4112
Email: elaine.forsythe@calderwoodharkness.com
Counsel for Solara Digital Infrastructure Fund VI LP
cc (via Sundial Data Systems):
Assistant Director Premerger Notification Office Antitrust Division United States Department of Justice 950 Pennsylvania Avenue NW Washington, DC 20530
Enclosures (as listed above)
II. NOTIFICATION AND REPORT FORM — ACQUIRING PERSON
NOTIFICATION AND REPORT FORM FOR CERTAIN MERGERS AND ACQUISITIONS
Filed Pursuant to Section 7A of the Clayton Act (15 U.S.C. § 18a) and Rules Promulgated Thereunder (16 C.F.R. Parts 801–803)
ACQUIRING PERSON FILING
Item 1 — Name and Headquarters of Person Filing Notification
1(a) — Filing Person
Name: Solara Digital Infrastructure Fund VI LP
Address: 1200 Market Street, Suite 3400, Wilmington, Delaware 19801
Entity Type: Limited Partnership organized under the laws of the State of Delaware
Employer Identification Number (EIN): 87-4523190
State of Organization: Delaware
Date of Organization: March 14, 2022
General Partner: Solara Fund VI GP LLC, a Delaware limited liability company
Nature of Business: Private equity investment fund focused on digital infrastructure, enterprise software, cloud computing, data analytics, and related technology sectors. Fund VI makes control investments in mid-market and large-cap technology companies, typically through leveraged buyouts, take-private transactions, and growth equity investments.
1(b) — Ultimate Parent Entity
Name: Solara Digital Infrastructure LP
Address: 1200 Market Street, Suite 3400, Wilmington, Delaware 19801
Entity Type: Limited Partnership organized under the laws of the State of Delaware
Employer Identification Number (EIN): 82-3917264
State of Organization: Delaware
Date of Organization: September 6, 2010
General Partner: Solara Digital GP LLC, a Delaware limited liability company, with its principal offices at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801
Natural Persons Who Hold or Share the Right to 50% or More of the Voting Power of the UPE or Who Otherwise Control the UPE:
•  Marcus Elliston — Founder and Managing Partner of Solara Digital Infrastructure LP and the Solara family of funds. Mr. Elliston serves as a Managing Member of Solara Digital GP LLC and has the ultimate authority over investment and management decisions for the Solara fund platform, including Fund VI.
•  Priya Narasimhan — Co-Managing Partner and Chief Investment Officer of Solara Digital Infrastructure LP. Ms. Narasimhan serves as a Managing Member of Solara Digital GP LLC and shares authority with Mr. Elliston over investment and management decisions for the Solara fund platform, including Fund VI.
Description of UPE Structure: Solara Digital Infrastructure LP serves as the management company and UPE for a series of private equity investment funds (currently Funds I through VI), co-investment vehicles, and related entities. Solara Digital GP LLC is the general partner of Solara Digital Infrastructure LP and is controlled by Marcus Elliston and Priya Narasimhan as its managing members. Each fund in the Solara series has its own general partner entity (e.g., Solara Fund VI GP LLC for Fund VI), all of which are controlled, directly or indirectly, by Solara Digital GP LLC. Total assets under management across the Solara fund platform are approximately $38 billion across six flagship funds.
1(c) — Contact Person for Filing
Name: Elaine Forsythe
Title: Specialist Partner, Antitrust & Competition
Firm: Calderwood & Harkness LLP
Address: 1601 K Street NW, Washington, DC 20006
Telephone: (202) 555-4112
Facsimile: (202) 555-4101
Email: elaine.forsythe@calderwoodharkness.com
Ms. Forsythe is authorized to act as the contact person for this Filing and to respond to inquiries from the Premerger Notification Office on behalf of the filing person, Fund VI, pursuant to the Power of Attorney enclosed as Exhibit H.
Item 2 — Identification of the Acquired Entity / Person
Name: Cloudium Technologies plc
Registered Office (United Kingdom): 45 Broadwick Street, London W1F 0DB, United Kingdom
U.S. Headquarters: 600 Townsend Street, Suite 800, San Francisco, California 94103
Entity Type: Public limited company incorporated under the laws of England and Wales
Company Number (England & Wales): 09734521
Date of Incorporation: August 18, 2015
U.S. Employer Identification Number (EIN): 83-2196754
Securities Listing: Cloudium's common stock is listed on the Nasdaq Global Select Market under the ticker symbol "CLDM."
Shares Outstanding: 184,200,000 shares of common stock (as of the most recent publicly available information)
Ultimate Parent Entity of Acquired Entity: Cloudium Technologies plc is itself the ultimate parent entity of its corporate group. Cloudium is a publicly held company, and no single shareholder or group of related shareholders holds a controlling interest sufficient to constitute a UPE other than Cloudium itself. The largest known shareholders are as follows:
•  Jonathan Hargrove (CEO): approximately 4.2% (7,736,400 shares)
•  Pinnacle Growth Ventures LLC: approximately 11.6% (21,367,200 shares)
•  Institutional investors hold the balance, with no single investor holding more than approximately 9%
Key Officers and Directors:
•  Chief Executive Officer: Jonathan Hargrove
•  Chief Financial Officer: Sienna Whitfield
•  General Counsel and Corporate Secretary: Nadia Chowdhury
•  Board Chair (Non-Executive): Douglas Pemberton
Acquired Entity's Counsel for HSR Purposes:
•  Ridgeway Phelps & Sato LLP
•  Robert Tillman, Partner, Antitrust & Competition
•  1900 M Street NW, Suite 600, Washington, DC 20036
Item 3 — Description of the Transaction
3(a) — Type of Transaction
The proposed transaction constitutes an acquisition of voting securities — specifically, 100% of the outstanding common stock of Cloudium Technologies plc — through a reverse triangular merger under the Delaware General Corporation Law ("DGCL").
The transaction will be effectuated as follows: Stratos Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Fund VI, will merge with and into Cloudium Technologies plc, with Cloudium surviving the merger as a wholly owned subsidiary of Fund VI. At the effective time of the merger, each share of Cloudium common stock (other than (i) shares held by Cloudium as treasury stock, (ii) shares held by Fund VI, Merger Sub, or any direct or indirect wholly owned subsidiary of Fund VI, (iii) shares subject to the rollover agreements described herein, and (iv) shares held by shareholders who have validly perfected their statutory appraisal rights under applicable law) will be cancelled and converted into the right to receive the per-share merger consideration of approximately $36.92, payable in cash, without interest.
Upon consummation of the merger, Fund VI will hold 100% of the voting securities of the surviving entity, Cloudium Technologies plc. The surviving entity will continue to conduct its business operations through its existing subsidiaries and organizational structure.
3(b) — Aggregate Total Value of Voting Securities and Assets to be Held
Aggregate Transaction Value: $6,800,000,000
Per-Share Merger Consideration: Approximately $36.92 per share of Cloudium common stock
Total Shares Outstanding: 184,200,000 shares
Form of Consideration: The merger consideration will be paid primarily in cash. The aggregate cash component is approximately $6,183,944,048, reflecting the total consideration payable to cashed-out shareholders. The remaining consideration takes the form of rollover equity contributed by two existing shareholders:
•  Jonathan Hargrove (CEO): 3,868,200 shares rolled over at an implied value of approximately $142,814,544
•  Pinnacle Growth Ventures LLC: 12,820,320 shares rolled over at an implied value of approximately $473,241,408
•  Total Rollover Equity: Approximately $616,055,952
The cash portion of the merger consideration will be funded through a combination of:
•  Equity Contribution from Fund VI: Approximately $2,832,888,096
•  Committed Debt Financing: $4,240,000,000 provided under a committed financing arrangement with Meridian Atlantic Bank, N.A. (as administrative agent and lead arranger) and Ironclad Capital Markets LLC (as co-lead arranger), pursuant to a commitment letter dated January 22, 2024
The sources and uses of funds are more fully described in the Merger Agreement and related financing documents.
3(c) — Transaction Agreement
The transaction is governed by the Agreement and Plan of Merger, dated as of January 22, 2024 (the "Merger Agreement"), among Cloudium Technologies plc, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP. The Merger Agreement sets forth the terms and conditions of the merger, including the merger consideration, representations and warranties of the parties, covenants (including antitrust cooperation covenants), conditions to closing, and termination provisions.
A fully executed copy of the Merger Agreement is attached hereto as Exhibit A. The key provisions of the Merger Agreement relevant to this Filing are summarized in the Exhibit Index below.
3(d) — Expected Date of Closing
The Merger Agreement provides for an outside date (the "Outside Date") of June 30, 2024, by which date either party may terminate the Merger Agreement if the closing has not occurred (subject to certain exceptions and extension provisions set forth therein). The parties currently expect the closing to occur promptly following the satisfaction or waiver of all conditions to closing, including receipt of all required regulatory clearances (including HSR Act clearance and clearance from the United Kingdom Competition and Markets Authority) and approval by Cloudium's shareholders at a special meeting to be convened for such purpose.
Based on the anticipated timeline for regulatory review, the parties currently expect to consummate the transaction in the second quarter of 2024, subject to the receipt of all required approvals.
Item 4 — Documents
4(a) — Board Minutes and Other Documents Relating to the Transaction
The following resolutions and consent documents have been produced or identified for production in connection with Item 4(a):
1.  Resolutions of Solara Fund VI GP LLC (acting in its capacity as general partner of Fund VI), dated January 22, 2024, unanimously authorizing the execution and delivery of the Merger Agreement, the Equity Commitment Letter, the Limited Guarantee, and all other documents and instruments contemplated thereby, and approving the consummation of the transactions contemplated by the Merger Agreement (including the merger and the funding of the equity contribution).
2.  Board Consent of Stratos Merger Sub Inc., dated January 22, 2024, adopted by the sole director of Stratos Merger Sub Inc., authorizing the execution and delivery of the Merger Agreement and the consummation of the merger.
3.  Written Consent of Solara Digital Infrastructure Fund VI LP (acting in its capacity as the sole stockholder of Stratos Merger Sub Inc.), dated January 22, 2024, approving the Merger Agreement and the merger in accordance with the DGCL.
4.  Resolutions of Solara Digital GP LLC (acting in its capacity as general partner of Solara Digital Infrastructure LP, the UPE), dated August 14, 2023, authorizing the engagement and pursuit of the proposed acquisition of Cloudium, including authorizing the engagement of Calderwood & Harkness LLP and Osprey Bancroft & Co. as legal and financial advisors, respectively, and authorizing Fund VI and its representatives to conduct due diligence and negotiate definitive transaction documents.
Copies of the foregoing resolutions and consents are being produced as part of this Filing.
4(b) — Certain SEC Filings
The following filings made with the U.S. Securities and Exchange Commission (the "SEC") in connection with the transaction have been identified:
1.  Form 8-K filed by Cloudium Technologies plc on January 23, 2024, announcing the execution of the Merger Agreement. This Form 8-K included a press release describing the material terms of the proposed transaction and a copy of the Merger Agreement filed as an exhibit thereto.
2.  Proxy Statement: As of the date of this Filing (February 9, 2024), Cloudium has not yet filed a definitive proxy statement with the SEC in connection with the special meeting of shareholders to be convened to approve the merger. Based on discussions with counsel for Cloudium, the definitive proxy statement is expected to be filed on or about April 15, 2024. Fund VI will supplement this Filing with the proxy statement upon its filing, if required.
3.  No Schedule 13D or Schedule 13D/A has been filed by Fund VI or any affiliate of Fund VI in connection with the transaction, as Fund VI does not hold any Cloudium voting securities as of the date of this Filing.
4(c) — Confidential Documents — Plans and Reports
Pursuant to Item 4(c) of the Notification and Report Form, Fund VI has identified and is producing (or, where privileged, has logged on a privilege log) all documents that were prepared by or for any officer(s) or director(s) of the filing person for the purpose of evaluating or analyzing the proposed transaction with respect to markets, market shares, competition, competitors, or potential for sales growth or expansion into product or geographic markets.
The documents identified under Item 4(c) include the following categories:
•  Investment Committee Presentations and Memoranda: Internal Solara investment memoranda and presentations prepared for and presented to the investment committee of Solara Digital GP LLC in connection with the evaluation, authorization, and approval of the proposed acquisition of Cloudium. These materials were prepared by the Solara deal team and include analysis of Cloudium's market position, competitive landscape, growth prospects, and strategic rationale for the acquisition.
•  Financial Advisor Materials: Reports, presentations, and analyses prepared by Osprey Bancroft & Co. (the buyer's financial advisor; lead banker: Damien Harlow, Managing Director, Technology M&A, 280 Park Avenue, New York, NY 10017) and provided to Solara's investment committee and deal team in connection with the evaluation of the proposed transaction. These materials include market analyses, competitive positioning assessments, and financial projections.
•  Industry Reports: Third-party industry reports and market studies obtained or commissioned in connection with the evaluation of the proposed transaction, to the extent such reports were reviewed by or prepared for officers or directors of the filing person.
All responsive, non-privileged documents have been produced as part of this Filing. A detailed itemized log of all documents produced under Item 4(c) is set forth in Exhibit E. To the extent any documents responsive to Item 4(c) have been withheld on grounds of attorney-client privilege or the work product doctrine, such documents have been identified on a privilege log included within Exhibit E.
4(d) — Confidential Documents — Relating to Competition
Pursuant to Item 4(d) of the Notification and Report Form, Fund VI has identified and is producing (or logging, where privileged) all documents that were prepared by or for any officer(s) or director(s) of the filing person that discuss competition, competitors, markets, market shares, or potential for sales growth or expansion in any relevant market, to the extent such documents relate to markets in which both the acquiring person and the acquired entity derive revenue.
The relevant product markets for purposes of this analysis include:
•  Cloud-native enterprise resource planning (ERP) solutions: Software platforms delivered on a subscription (SaaS) basis that provide integrated business management functionality, including financial management, supply chain management, human capital management, and related operational modules, specifically designed for deployment in cloud environments.
•  Customer relationship management (CRM) software: SaaS-based platforms for managing customer interactions, sales pipelines, marketing automation, and customer service operations.
•  Business-intelligence (BI) SaaS solutions: Cloud-based analytics and data visualization platforms enabling organizations to analyze business data, generate reports, and derive actionable insights.
The relevant customer segments include mid-market enterprises (generally defined as companies with annual revenues between $100 million and $3 billion) and large enterprise customers. The relevant geographic scope is the United States and globally.
Documents identified under Item 4(d) have been logged and are being produced in accordance with the procedures described in Exhibit E. Privileged documents have been withheld and identified on the privilege log.
Item 5 — Dollar Revenue by Industry Sector Code
5(a) — Acquiring Person Revenues
Revenue data has been compiled for Solara Digital Infrastructure LP (the UPE) and all entities included within the filing person, including all portfolio companies controlled by entities within the Solara fund family (Funds IV through VI). Fund VI is a private equity fund with approximately $12.4 billion in committed capital (vintage 2022). Total assets under management across the six flagship Solara funds are approximately $38 billion.
The acquiring person entity group currently includes 14 prior platform investments across Funds IV, V, and VI. Revenue data for each controlled portfolio company has been compiled and is reported at the 6-digit NAICS code level in the detailed tables set forth in Exhibit F. The portfolio companies operate across a range of technology sectors, including enterprise software, cloud infrastructure, data analytics, cybersecurity, and SaaS platforms. The NAICS codes at which these portfolio companies report revenue include, but are not limited to:
•  NAICS 511210 — Software Publishers
•  NAICS 518210 — Data Processing, Hosting, and Related Services
•  NAICS 541511 — Custom Computer Programming Services
•  NAICS 541512 — Computer Systems Design Services
•  NAICS 541519 — Other Computer Related Services
•  NAICS 519130 — Internet Publishing and Broadcasting and Web Search Portals
Aggregate revenues for the acquiring person entity group, and a breakout by each controlled entity and applicable NAICS code, are provided in Exhibit F.
5(b) — Acquired Entity Revenues
Revenue data for Cloudium Technologies plc, on a consolidated basis including all subsidiaries, has been compiled and is reported at the 6-digit NAICS code level in Exhibit F.
The key financial metrics for Cloudium are as follows:
•  Last Twelve Months (LTM) Revenue (fiscal year ended September 30, 2023): $1,620,000,000
•  Annual Recurring Revenue (ARR) (as of December 31, 2023): $1,740,000,000
•  LTM Adjusted EBITDA (fiscal year ended September 30, 2023): $405,000,000
•  Total Employees (Globally): Approximately 6,800
Cloudium's revenues are principally derived from the following product categories, each reported under the applicable NAICS codes:
•  Cloud-native ERP solutions (NAICS 511210 — Software Publishers): Cloudium's core cloud-native ERP platform, providing integrated financial management, supply chain management, human capital management, and procurement modules on a subscription basis.
•  CRM software (NAICS 511210 — Software Publishers): Cloudium's CRM platform, offering sales force automation, marketing automation, and customer service management tools.
•  Business-intelligence SaaS (NAICS 511210 / 518210): Cloudium's analytics and business intelligence platform, providing data visualization, reporting, and predictive analytics capabilities.
Cloudium's revenues are distributed across the following geographies:
•  United States (San Francisco headquarters and broader U.S. operations): The majority of Cloudium's revenue is generated from U.S.-based customers. The U.S. headquarters is located at 600 Townsend Street, Suite 800, San Francisco, California 94103.
•  United Kingdom — Cloudium Technologies UK Ltd. (wholly owned subsidiary, England & Wales, Company No. 11287456): Revenue of approximately £312,000,000 (equivalent to approximately $390,000,000 at an exchange rate of $1.25 per £1.00). Approximately 1,200 employees are based in London and Manchester.
•  India — Cloudium Technologies India Pvt. Ltd. (wholly owned subsidiary, Bangalore, Karnataka, India): Approximately 2,400 employees, primarily engaged in research and development, engineering, and customer support operations. Minimal direct revenue is generated by the Indian subsidiary, as services are provided primarily to other Cloudium group entities on an intercompany basis.
•  Germany — Cloudium Solutions GmbH (wholly owned subsidiary, Berlin, Germany): Approximately 400 employees, primarily engaged in sales and customer success operations for the DACH region (Germany, Austria, and Switzerland).
Detailed revenue tables by 6-digit NAICS code for the acquired entity are set forth in Exhibit F.
Item 6 — Additional Information
6(a) — Prior Acquisitions
Fund VI confirms that neither Solara Digital Infrastructure Fund VI LP, nor any entity within the acquiring person (including the UPE, Solara Digital Infrastructure LP, and any other Solara fund or portfolio company), has acquired any voting securities or assets of Cloudium Technologies plc or any of its subsidiaries within the five-year period preceding the date of this Filing.
There are no prior acquisitions to report under this Item.
6(b) — Existing Holdings
Fund VI confirms that, as of the date of this Filing (February 9, 2024), neither Fund VI nor any entity within the acquiring person holds any voting securities of Cloudium Technologies plc. Fund VI has not acquired, and does not beneficially own, any shares of Cloudium common stock.
The existence of the rollover arrangements with Jonathan Hargrove and Pinnacle Growth Ventures LLC is noted for completeness. However, as of the date of this Filing, neither Mr. Hargrove nor Pinnacle Growth Ventures LLC is an affiliate, associate, or controlled entity of the acquiring person. Their respective rollover commitments arise solely from the Rollover Agreements entered into in connection with the Merger Agreement and will take effect only at the effective time of the merger. Prior to closing, Mr. Hargrove and Pinnacle Growth Ventures LLC hold their Cloudium shares independently and are not acting in concert with or under the direction of Fund VI or any entity within the acquiring person.
6(c) — Affiliates and Associates
The following affiliates, associates, and related entities of the acquiring person are identified for purposes of this Filing:
1.  Solara Digital Co-Invest VI-A LP — A co-investment vehicle formed to participate alongside Fund VI in the proposed acquisition of Cloudium. Solara Digital Co-Invest VI-A LP is a Delaware limited partnership with committed capital of $425,000,000. Its general partner is Solara Fund VI GP LLC, the same general partner as Fund VI. Co-Invest VI-A LP is included within the filing person and is an affiliate of Fund VI.
2.  Stratos Merger Sub Inc. — A Delaware corporation (DE File No. 7923841) formed on January 8, 2024, with its registered office at 1209 Orange Street, Wilmington, Delaware 19801. Stratos Merger Sub Inc. is the acquisition vehicle and is a wholly owned subsidiary of Fund VI. It was formed solely for the purpose of effectuating the merger and has not conducted any business operations, incurred any liabilities, or acquired any assets other than in connection with its formation and the execution of the Merger Agreement.
3.  Pinnacle Growth Ventures LLC — A Delaware limited liability company with its principal office at 777 Third Avenue, 28th Floor, New York, New York 10017. Pinnacle's Managing Member is Evelyn Carmichael. Pinnacle is a party to the Rollover Agreement and will become a minority equity investor in the post-closing entity upon consummation of the merger. However, Pinnacle is not an affiliate of the acquiring person. Pinnacle is an independent third party that has entered into the Rollover Agreement on an arm's-length basis. Fund VI does not control, and is not controlled by, Pinnacle, and Pinnacle's investment and governance rights in the post-closing entity are limited to customary minority protections as set forth in the Rollover Agreement and the post-closing stockholders' agreement.
Item 7 — Certification
The undersigned, acting as attorney for and on behalf of Solara Digital Infrastructure Fund VI LP, pursuant to the Power of Attorney enclosed as Exhibit H, hereby certifies that the information contained in this Notification and Report Form is true, correct, and complete to the best of the undersigned's knowledge and belief, based upon all information reasonably available to the filing person.
The undersigned further certifies that Fund VI has made a good-faith effort to provide all information required by the HSR Act and the Rules, and that the responses set forth herein and in the accompanying exhibits are complete and accurate in all material respects. To the extent any information has been estimated or approximated, such estimation or approximation has been clearly identified and has been made in good faith on a reasonable basis.
SOLARA DIGITAL INFRASTRUCTURE FUND VI LP
By its attorney:
________________________________________
Elaine Forsythe Specialist Partner, Antitrust & Competition Calderwood & Harkness LLP 1601 K Street NW Washington, DC 20006
Date: February 9, 2024
III. EXHIBIT INDEX AND ATTACHMENTS
The following exhibits and attachments are submitted in connection with the Notification and Report Form filed on behalf of Solara Digital Infrastructure Fund VI LP. Each exhibit is identified by letter designation and brief description. The exhibits are submitted in the order listed below and are incorporated by reference into the Notification and Report Form.
Exhibit A — Agreement and Plan of Merger (Execution Version)
Attached hereto as Exhibit A is a fully executed copy of the Agreement and Plan of Merger, dated as of January 22, 2024 (the "Merger Agreement"), among Cloudium Technologies plc, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP.
The Merger Agreement is the definitive agreement governing the proposed transaction. The following is a summary of the key terms and provisions of the Merger Agreement that are relevant to the agencies' antitrust review:
Transaction Structure: The transaction is structured as a reverse triangular merger under the Delaware General Corporation Law. Stratos Merger Sub Inc. will merge with and into Cloudium Technologies plc, with Cloudium surviving as a wholly owned subsidiary of Fund VI.
Total Deal Value: $6,800,000,000 in aggregate.
Per-Share Consideration: Approximately $36.92 per share of Cloudium common stock, payable in cash (subject to the rollover arrangements described herein).
Antitrust Cooperation Covenant: Article VII of the Merger Agreement contains customary antitrust cooperation covenants requiring the parties to use reasonable best efforts to obtain all required regulatory clearances as promptly as practicable. The parties have agreed to cooperate with each other and with the relevant governmental authorities, including the Federal Trade Commission, the Department of Justice, and the United Kingdom Competition and Markets Authority, in connection with obtaining such clearances.
Hell-or-High-Water Provision: Section 7.4(b) of the Merger Agreement contains a "hell-or-high-water" provision pursuant to which Fund VI has agreed to take all actions necessary to obtain regulatory clearance, including agreeing to divestitures, hold-separate arrangements, or other remedies, subject to certain limitations specified therein. The specific scope and limitations of the hell-or-high-water commitment are set forth in the Merger Agreement.
Regulatory Conditions to Closing: Section 8.1(b) of the Merger Agreement provides that the obligations of the parties to consummate the merger are subject to, among other conditions: (i) the expiration or early termination of the waiting period applicable to the merger under the HSR Act (or the receipt of any required clearance or approval); and (ii) receipt of clearance from the United Kingdom Competition and Markets Authority (or expiration of the applicable review period without a reference to a Phase 2 investigation).
Outside Date: The Merger Agreement provides for an outside date of June 30, 2024, after which either party may terminate the Merger Agreement if the closing has not occurred, subject to certain exceptions and extension provisions.
Termination Fee: In the event of termination under specified circumstances, a termination fee of $272,000,000 (approximately 4.0% of equity value) is payable by Cloudium to Fund VI, and a reverse termination fee of $340,000,000 (approximately 5.0% of equity value) is payable by Fund VI to Cloudium, in each case as more fully described in the Merger Agreement.
The complete Merger Agreement, together with all schedules and exhibits thereto, is attached and incorporated herein by reference.
Exhibit B — Organizational Chart of the Acquiring Person
Attached hereto as Exhibit B is a graphical and textual depiction of the organizational structure of the acquiring person, from the ultimate parent entity level through the acquisition vehicle and, following the closing of the merger, the acquired entity and its subsidiaries.
Pre-Closing Structure:
Solara Digital Infrastructure LP (UPE — Delaware LP) → Controlled by Solara Digital GP LLC (General Partner — Delaware LLC) → Controlled by Marcus Elliston (Founder & Managing Partner) and Priya Narasimhan (Co-Managing Partner & CIO)
Solara Digital Infrastructure Fund VI LP (Filing Person — Delaware LP) → General Partner: Solara Fund VI GP LLC (Delaware LLC), which is controlled, directly or indirectly, by Solara Digital GP LLC
Solara Digital Co-Invest VI-A LP (Co-Investment Vehicle — Delaware LP, $425,000,000 committed capital) → General Partner: Solara Fund VI GP LLC (Delaware LLC)
Stratos Merger Sub Inc. (Acquisition Vehicle — Delaware Corporation, DE File No. 7923841) → Registered Office: 1209 Orange Street, Wilmington, Delaware 19801 → 100% owned by Solara Digital Infrastructure Fund VI LP
Post-Closing Structure:
Following the closing of the merger, the surviving entity (Cloudium Technologies plc) will be a wholly owned subsidiary of Fund VI, and the organizational chart will be as follows:
Solara Digital Infrastructure Fund VI LP → 100% owner of Cloudium Technologies plc (Surviving Entity — England & Wales, Company No. 09734521) → → Cloudium Technologies UK Ltd. (wholly owned subsidiary — England & Wales, Company No. 11287456) → → Cloudium Technologies India Pvt. Ltd. (wholly owned subsidiary — Bangalore, Karnataka, India) → → Cloudium Solutions GmbH (wholly owned subsidiary — Berlin, Germany)
A graphical organizational chart is included in the attached exhibit pages.
Exhibit C — Organizational Chart of the Acquired Entity
Attached hereto as Exhibit C is a graphical and textual depiction of the organizational structure of the acquired entity, Cloudium Technologies plc, and its subsidiaries.
Cloudium Technologies plc (Parent Company — England & Wales, Company No. 09734521) → Registered Office: 45 Broadwick Street, London W1F 0DB, United Kingdom → U.S. Headquarters: 600 Townsend Street, Suite 800, San Francisco, California 94103 → Listed on the Nasdaq Global Select Market; Ticker: CLDM → Shares Outstanding: 184,200,000 → Employees: Approximately 2,800 (U.S. and corporate functions)
Cloudium Technologies UK Ltd. (wholly owned subsidiary — England & Wales, Company No. 11287456) → Registered Office: 45 Broadwick Street, London W1F 0DB, United Kingdom → Operations in London and Manchester → Employees: Approximately 1,200 → Revenue: £312,000,000 (~$390,000,000)
Cloudium Technologies India Pvt. Ltd. (wholly owned subsidiary — Bangalore, Karnataka, India) → Principal Office: Whitefield Tech Park, Whitefield Main Road, Bangalore 560066, India → Employees: Approximately 2,400 (primarily R&D and customer support) → Revenue: Minimal direct revenue (primarily intercompany services)
Cloudium Solutions GmbH (wholly owned subsidiary — Berlin, Germany) → Principal Office: Friedrichstrasse 76, 10117 Berlin, Germany → Employees: Approximately 400 (DACH sales and customer success) → Revenue: Reported on a consolidated basis with the parent
A graphical organizational chart is included in the attached exhibit pages.
Exhibit D — Annual Reports / SEC Filings of Acquired Entity
Attached hereto as Exhibit D are copies of, or references to, the most recent annual reports and SEC filings of the acquired entity, Cloudium Technologies plc:
1.  Cloudium Technologies plc — Annual Report on Form 10-K for the fiscal year ended September 30, 2023, as filed with the U.S. Securities and Exchange Commission. The Form 10-K contains audited consolidated financial statements, management's discussion and analysis of financial condition and results of operations, and risk factor disclosures. A copy of the Form 10-K is included with this exhibit.
2.  Cloudium Technologies plc — Most Recent Annual Report and Accounts for the fiscal year ended September 30, 2023, as prepared in accordance with International Financial Reporting Standards (IFRS) and filed with Companies House (England & Wales). This report includes the strategic report, directors' report, corporate governance statement, and audited consolidated financial statements.
3.  Cloudium Technologies UK Ltd. — Statutory Accounts for the fiscal year ended September 30, 2023, as filed with Companies House (England & Wales, Company No. 11287456). These accounts include the balance sheet, profit and loss account, and notes to the financial statements for the UK subsidiary.
4.  Auditors: Cloudium's consolidated financial statements and the statutory accounts of Cloudium Technologies UK Ltd. were audited by Harwell & Dobson LLP (engagement partner: Martin Chisholm). Harwell & Dobson LLP maintains its U.S. headquarters at 200 Clarendon Street, Boston, Massachusetts 02116, and its London office at 1 Finsbury Avenue, London EC2M 2PF.
Exhibit E — Item 4(c) and 4(d) Document Log
Attached hereto as Exhibit E is an itemized log of all documents produced (or identified for production) under Items 4(c) and 4(d) of the Notification and Report Form.
The document log is organized by category and includes the following information for each document: a unique document identification number (Bates range), the date of the document, the author(s) and recipient(s), a brief description of the document, and the Item(s) under which the document is produced.
The categories of documents included in the log are as follows:
Category 1 — Investment Committee Presentations and Memoranda: Internal Solara deal team and investment committee presentations and memoranda prepared in connection with the evaluation, approval, and pursuit of the proposed acquisition of Cloudium. These materials include analysis of Cloudium's business, financial performance, market position, competitive dynamics, growth opportunities, and strategic fit within the Solara portfolio.
Category 2 — Financial Advisor Materials (Osprey Bancroft & Co.): Reports, presentations, and analyses prepared by Osprey Bancroft & Co. (lead banker: Damien Harlow, Managing Director, Technology M&A, 280 Park Avenue, New York, New York 10017) and provided to Solara's investment committee and deal team. These materials include market sizing analyses, competitive benchmarking, financial projections, and valuation analyses.
Category 3 — Competitive Landscape Analyses: Internal and third-party analyses of the competitive landscape in the cloud-native ERP, CRM, and business-intelligence SaaS markets, including assessments of Cloudium's market share, competitive positioning, and key competitors.
Category 4 — Industry Reports: Third-party industry reports and market research studies obtained, commissioned, or reviewed in connection with the evaluation of the proposed transaction, including reports from industry research firms covering the enterprise SaaS, cloud ERP, CRM, and BI markets.
Category 5 — Privilege Log: A privilege log has been prepared for all documents responsive to Items 4(c) and 4(d) that have been withheld from production on the basis of the attorney-client privilege or the work product doctrine. The privilege log identifies each withheld document by date, author(s), recipient(s), general subject matter, and the basis for the privilege claim.
Exhibit F — NAICS Code Revenue Breakdown
Attached hereto as Exhibit F are detailed tables setting forth the dollar revenue of the acquiring person entity group and the acquired entity, broken down by 6-digit North American Industry Classification System (NAICS) code, as required by Item 5 of the Notification and Report Form.
Acquiring Person (Solara Digital Infrastructure LP and Controlled Entities):
The revenue table for the acquiring person includes aggregate revenue data for Solara Digital Infrastructure LP (the UPE) and all entities within the filing person, including all portfolio companies controlled by entities across Funds IV, V, and VI. Revenue is reported at the 6-digit NAICS code level for each controlled portfolio company.
Acquired Entity (Cloudium Technologies plc):
The revenue table for the acquired entity includes consolidated revenue data for Cloudium Technologies plc and all of its subsidiaries, reported at the 6-digit NAICS code level. Cloudium's principal NAICS codes include:
•  NAICS 511210 — Software Publishers (cloud-native ERP, CRM, and BI software platforms)
•  NAICS 518210 — Data Processing, Hosting, and Related Services (cloud hosting and infrastructure services associated with SaaS delivery)
Overlapping NAICS Codes:
The tables in Exhibit F identify all NAICS codes at which both the acquiring person entity group and the acquired entity derive revenue. To the extent any overlapping codes are identified, the nature and extent of the overlap is described in the accompanying narrative, and additional competitive analysis is provided in the voluntary Competitive Analysis Summary (Section IV of this Filing package).
Exhibit G — Filing Fee Calculation and Wire Confirmation
Attached hereto as Exhibit G are the following:
1.  Filing Fee Calculation: A calculation of the applicable HSR filing fee based on the aggregate transaction value of $6,800,000,000. The filing fee has been computed in accordance with the fee schedule then in effect under the HSR Act, as adjusted by the Federal Trade Commission, for transactions valued above the relevant threshold tier.
2.  Wire Transfer Confirmation: A copy of the wire transfer confirmation evidencing payment of the filing fee to the Federal Trade Commission's designated depository account. The wire transfer was initiated on February 8, 2024, and received by the FTC's designated account prior to the submission of this Filing.
Exhibit H — Executed Power of Attorney / Authorization
Attached hereto as Exhibit H is a fully executed Power of Attorney from Solara Digital Infrastructure Fund VI LP, acting by and through its general partner Solara Fund VI GP LLC, authorizing Elaine Forsythe and Calderwood & Harkness LLP to prepare, execute, and file the Notification and Report Form on behalf of Fund VI, and to take all actions necessary or advisable in connection therewith, including communicating with the Federal Trade Commission and the Department of Justice, responding to inquiries from the Premerger Notification Office, and certifying the accuracy and completeness of the Filing.
The Power of Attorney is supported by reference to the Resolutions of Solara Fund VI GP LLC dated January 22, 2024, which authorized the execution and delivery of all documents and instruments contemplated by the Merger Agreement, including the HSR Filing and all related submissions.
Exhibit I — Certification of Compliance with Filing Requirements
Attached hereto as Exhibit I is a signed certification of compliance with the filing requirements of the HSR Act and the Rules promulgated thereunder, confirming that:
(a) The Notification and Report Form has been completed in accordance with the instructions set forth in 16 C.F.R. Part 803;
(b) All required information has been provided, or, where specific information was unavailable, a good-faith estimate or approximation has been provided with an explanation of the basis therefor;
(c) All documents required to be produced under Items 4(a), 4(b), 4(c), and 4(d) have been produced (or, where withheld on privilege grounds, have been identified on a privilege log);
(d) The applicable filing fee has been calculated and transmitted to the FTC's designated account; and
(e) The filing person will promptly supplement or correct any information that is or becomes materially inaccurate or incomplete following the date of this Filing.
CERTIFICATION
The undersigned hereby certifies, on behalf of Solara Digital Infrastructure Fund VI LP, that the foregoing statements are true, correct, and complete to the best of the undersigned's knowledge and belief.
________________________________________
Elaine Forsythe Specialist Partner, Antitrust & Competition Calderwood & Harkness LLP As Attorney for Solara Digital Infrastructure Fund VI LP
Date: February 9, 2024
IV. COMPETITIVE ANALYSIS SUMMARY (VOLUNTARY SUBMISSION)
This Competitive Analysis Summary is submitted voluntarily by Solara Digital Infrastructure Fund VI LP ("Fund VI") in connection with the Notification and Report Form filed pursuant to the HSR Act. This summary is intended to assist the Staff of the Federal Trade Commission and the Department of Justice in their review of the proposed transaction and to support Fund VI's request for early termination of the statutory waiting period. This submission is not required by the HSR Act or the Rules and is provided solely for the convenience of the reviewing agencies.
Market Definition
The proposed acquisition of Cloudium Technologies plc by Fund VI involves the following relevant product and geographic markets:
Relevant Product Markets:
1.  Cloud-Native Enterprise Resource Planning (ERP) Solutions: Cloud-native ERP platforms delivered on a subscription (SaaS) basis, providing integrated business management functionality including financial management, supply chain management, human capital management, procurement, and related operational modules. This market includes both comprehensive ERP suites and modular ERP components designed for deployment in public, private, or hybrid cloud environments.
2.  Customer Relationship Management (CRM) Software: SaaS-based CRM platforms offering sales force automation, marketing automation, customer service management, and related customer engagement tools. The CRM market encompasses a broad range of solutions from enterprise-grade platforms to mid-market and small-business offerings.
3.  Business-intelligence (BI) SaaS Solutions: Cloud-based analytics, data visualization, reporting, and predictive analytics platforms that enable organizations to analyze business data, generate reports, create dashboards, and derive actionable insights from structured and unstructured data.
Relevant Customer Segments:
Cloudium's products are primarily directed at mid-market enterprises (companies with annual revenues generally between $100 million and $3 billion) and large enterprise customers. Cloudium competes for customers across a wide range of industries, including technology, financial services, healthcare, manufacturing, retail, and professional services.
Relevant Geographic Markets:
The relevant geographic markets for Cloudium's products are the United States and the global market. Cloudium's SaaS products are delivered over the internet and are available to customers worldwide, subject to local regulatory requirements. The competitive dynamics of the cloud ERP, CRM, and BI markets are substantially global in nature, with major competitors operating across multiple geographies.
Cloudium's Market Position:
Cloudium Technologies plc reported LTM revenue of $1,620,000,000 for the fiscal year ended September 30, 2023, and ARR of $1,740,000,000 as of December 31, 2023. While Cloudium is a significant participant in the cloud ERP, CRM, and BI markets, it operates in a highly competitive environment with numerous well-established competitors, including (without limitation) Sundial Corporation, Ashford Holdings, Larkspur Solutions, Brightmoor Partners LLC (Dynamics 365), Crestline Corporation, and numerous other enterprise software providers. The cloud ERP, CRM, and BI markets are characterized by rapid innovation, low barriers to customer switching (particularly in SaaS environments), and vigorous price and feature competition among a large number of competitors.
Competitive Overlap Assessment
Fund VI, through its ultimate parent entity Solara Digital Infrastructure LP, controls a portfolio of 14 platform investments across Funds IV, V, and VI. A thorough assessment of the competitive overlap between Cloudium's product offerings and the products and services offered by each of these portfolio companies has been conducted.
Summary of Overlap Analysis:
The acquiring person's existing portfolio companies operate across a range of technology sectors, including cloud infrastructure services, cybersecurity, data analytics, developer tools, and vertical SaaS applications. While certain portfolio companies operate in the broader enterprise software and cloud services sectors, a detailed product-by-product and market-by-market analysis reveals that no Solara portfolio company competes directly with Cloudium in the cloud-native ERP, CRM, or BI SaaS markets in which Cloudium primarily operates.
Specifically:
•  No Solara portfolio company offers a cloud-native ERP platform that competes with Cloudium's ERP product suite.
•  No Solara portfolio company offers a CRM platform that competes with Cloudium's CRM product offerings.
•  While one Solara portfolio company (held in Fund V) offers a data analytics platform with certain business-intelligence capabilities, this portfolio company focuses on a distinct customer segment (small and medium-sized businesses with fewer than 500 employees) and offers a different product architecture (embedded analytics for vertical SaaS applications) that does not compete directly with Cloudium's enterprise BI platform. The revenue overlap at the 6-digit NAICS code level is minimal and does not raise competitive concerns.
Vertical Relationships:
Fund VI has also assessed whether any vertical relationships exist between Cloudium and the acquiring person's portfolio companies, including customer-supplier relationships or complementary product relationships. The assessment concludes that no vertical relationships of competitive significance exist. None of the acquiring person's portfolio companies are significant customers or suppliers of Cloudium, and there are no platform integration or data-dependency relationships that would give rise to vertical foreclosure concerns.
Conclusion:
Based on the foregoing analysis, Fund VI concludes that the proposed acquisition results in minimal or no horizontal overlap warranting substantive competitive concern, and that no vertical relationships between the acquiring person and the acquired entity raise competitive issues.
Rationale for Early Termination Request
Fund VI respectfully submits that the proposed acquisition warrants early termination of the statutory 30-day waiting period for the following reasons:
1.  Financial Sponsor Acquisition: The proposed transaction is primarily a financial sponsor acquisition (private equity buyout) in which Fund VI, a private equity fund, is acquiring Cloudium as a platform investment. This is not a strategic combination of competing businesses. Fund VI is a financial investor, and its acquisition of Cloudium will not result in the combination of competing product lines or the consolidation of market share in any relevant market.
2.  No Significant Horizontal Overlaps: As demonstrated in the competitive overlap assessment above, there are no significant horizontal overlaps between Cloudium's products and services and those of any portfolio company within the acquiring person entity group. The minimal overlap identified in the BI analytics category involves a portfolio company serving a distinct customer segment with a different product architecture.
3.  No Vertical Concerns: No customer-supplier or other vertical relationships between the acquiring person and Cloudium have been identified that would give rise to vertical foreclosure, raising rivals' costs, or other vertical theories of competitive harm.
4.  Consistent with Historical Treatment: The proposed transaction is consistent with the type of financial sponsor acquisitions that the FTC and DOJ have historically cleared without extended investigation. Private equity acquisitions of technology companies in competitive markets with multiple well-funded competitors are routinely granted early termination, and Fund VI submits that this transaction falls squarely within that category.
5.  Highly Competitive Market: Cloudium operates in markets characterized by vigorous competition from numerous large, well-resourced competitors (including Hollowell & Co., Ridgeline Industries, Pinnacle Health IT, Ashbury Holdings, and Ashbury & Co., among others), rapid technological innovation, and low customer switching costs. The acquisition of Cloudium by a financial sponsor is unlikely to alter the competitive dynamics of these markets.
Reference to Voluntary FTC Submission
Fund VI notes that a supplemental voluntary submission of additional market data and competitive analysis was transmitted separately to the Staff of the Federal Trade Commission on February 20, 2024, by letter from Elaine Forsythe (Calderwood & Harkness LLP) to the assigned FTC staff attorneys. The purpose of this supplemental submission was to proactively address any potential questions regarding competitive dynamics in the