NOTIFICATION AND REPORT FORM
FOR CERTAIN MERGERS AND ACQUISITIONS
Pursuant to Section 7A of the Clayton Act, 15 U.S.C. § 18a, and the Premerger Notification Rules, 16 C.F.R. Parts 801–803
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DRAFT — FOR INTERNAL REVIEW AND CLIENT SIGN-OFF
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Transaction:
Acquisition of Cloudium Technologies plc by Solara Digital Infrastructure Fund VI LP
Aggregate Deal Value: $6,800,000,000
Draft Date: February 1, 2024 Anticipated Filing Date: February 9, 2024
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Prepared by:
CALDERWOOD & HARKNESS LLP 1601 K Street NW Washington, DC 20006
Elaine Forsythe, Specialist Partner Antitrust & Competition Practice
Matter No. 1041-00003
COVER MEMORANDUM TO FILE
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
This memorandum transmits, for client review and comment, the draft Notification and Report Form for Certain Mergers and Acquisitions ("HSR Form") to be filed by Solara Digital Infrastructure Fund VI LP ("Fund VI" or the "Acquiring Person") in connection with its proposed acquisition of Cloudium Technologies plc ("Cloudium" or the "Acquired Person"). The draft has been prepared based on the Agreement and Plan of Merger dated January 22, 2024, the accompanying transaction documentation, and information collected from Solara's deal team and its advisors through the close of business on January 31, 2024.
We propose the following schedule to accommodate a February 9, 2024 filing date:
1. February 1–5, 2024: Client review of draft, with comments and additional data returned to Calderwood & Harkness by end of day February 5.
2. February 6, 2024: Client sign-off call at 2:00 p.m. Eastern with Messrs. Elliston, Wexford and Ms. Narasimhan; final open items resolved.
3. February 7–8, 2024: Execution and notarization of Item 9 certification and Item 10 affidavit; finalization of Item 4(c) and Item 4(d) production.
4. February 9, 2024: Filing with the FTC Premerger Notification Office and simultaneous transmittal to the DOJ Antitrust Division; wire of filing fee to FTC lockbox.
Filing Fee. The transaction falls within the highest HSR filing fee tier applicable to transactions valued at or above $5 billion. The precise fee amount will be confirmed against the fee schedule in effect on the date of filing; wire instructions will be re-verified with the FTC's Premerger Notification Office within 48 hours of transmittal. Andrew Fitzpatrick will circulate wire confirmation documentation to Solara treasury for pre-execution.
Early Termination. Requests for early termination of the initial 30-day waiting period remain unavailable under FTC policy in effect as of the date hereof; accordingly, no such request has been included in the draft. Absent issuance of a Request for Additional Information and Documentary Material ("Second Request"), the initial waiting period would expire on or about March 11, 2024.
Parallel UK CMA Filing. In parallel, Fiona McAllister of Albright & Kerr LLP (London) is preparing the UK Merger Notice for submission to the Competition and Markets Authority ("CMA"), with a target submission of February 12, 2024. We are coordinating factual representations across the two filings — in particular, the description of the transaction, deal value in USD/GBP, and NAICS/SIC overlap analysis — to ensure consistency. A separate CMA case reference will be assigned in the CMA's ME/YYYY/YY format following submission.
Acquired Person Filing. Ridgeway Phelps & Sato LLP (Catherine Answorth, New York; Robert Tillman, Washington, DC) is preparing Cloudium's separate HSR Form as the Acquired Person. We have exchanged transaction description language and confirmed alignment on deal value under 16 C.F.R. § 801.10.
Please direct all comments and questions to the undersigned or to Tiffany Rosenthal.
Respectfully,
Elaine Forsythe Specialist Partner Antitrust & Competition Practice Calderwood & Harkness LLP
PART I — TRANSACTION IDENTIFICATION
1.1 Type of Filing
This Notification and Report Form is filed under Section 7A of the Clayton Act, 15 U.S.C. § 18a, and the Premerger Notification Rules promulgated thereunder at 16 C.F.R. Parts 801–803.
(a) Filing type: Acquisition of voting securities. The transaction is structured as a reverse triangular merger under the Delaware General Corporation Law, resulting in the Acquiring Person's direct or indirect acquisition of 100% of the issued and outstanding voting securities of Cloudium Technologies plc.
(b) Early termination: Not requested. Early termination of the waiting period is unavailable under current FTC policy.
(c) Bankruptcy filing: No. The transaction is not being consummated in connection with any proceeding under Title 11 of the United States Code or comparable non-U.S. insolvency proceeding.
(d) Amendment: No. This is an initial filing; no prior HSR Form has been filed with respect to this transaction.
(e) Cash tender offer: No. The transaction is a negotiated merger effected pursuant to an Agreement and Plan of Merger dated January 22, 2024.
1.2 Parties to the Transaction
Acquiring Person (Ultimate Parent Entity per 16 C.F.R. § 801.1(a)(3)):
Solara Digital Infrastructure Fund VI LP 1200 Market Street, Suite 3400 Wilmington, DE 19801 EIN: 87-4523190
Solara Digital Infrastructure Fund VI LP is the ultimate parent entity of the acquiring person under 16 C.F.R. § 801.1(a)(3), as no entity holds fifty percent or more of the limited partner interests entitled to receive distributions and no entity has the contractual power presently to designate fifty percent or more of the members of the general partner's governing body other than through Solara Fund VI GP LLC, which is itself controlled solely by its own managing members.
Acquired Person (Ultimate Parent Entity):
Cloudium Technologies plc Registered Office: 45 Broadwick Street, London W1F 0DB, United Kingdom US Headquarters: 600 Townsend Street, Suite 800, San Francisco, CA 94103 Company No. (England and Wales): 09734521 US Taxpayer EIN: 83-2196754 Nasdaq Global Select Market: CLDM
Cloudium Technologies plc is a public limited company with no controlling shareholder within the meaning of 16 C.F.R. § 801.1(b). No single person holds fifty percent or more of the outstanding voting securities of Cloudium, and no single person has the contractual power presently to designate fifty percent or more of the directors of Cloudium.
Acquisition Vehicle:
Stratos Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Fund VI, formed January 8, 2024 (Delaware File No. 7923841), organized for the sole purpose of effecting the Merger.
1.3 Transaction Description
Pursuant to the Agreement and Plan of Merger dated January 22, 2024 (the "Merger Agreement"), Stratos Merger Sub Inc. will merge with and into Cloudium Technologies plc under Section 251 of the Delaware General Corporation Law and applicable provisions of English law, with Cloudium continuing as the surviving entity and, at and after the effective time, as a wholly owned subsidiary of Fund VI (the "Merger").
The aggregate value of the transaction is $6,800,000,000, determined in accordance with 16 C.F.R. § 801.10 (see the Valuation Determination Memorandum at Exhibit M). At the effective time, each share of Cloudium common stock issued and outstanding immediately prior to the effective time (other than rollover shares and shares held in treasury) will be converted into the right to receive approximately $36.92 per share in cash, without interest, based on 184,200,000 shares of common stock outstanding as of the reference date under the Merger Agreement.
A portion of the consideration payable to two existing Cloudium stockholders will be delivered in the form of rollover equity in the Acquiring Person's acquisition vehicle in an aggregate amount of $616,055,952, consisting of $142,814,544 of rollover from Jonathan Hargrove (Cloudium's founder and Chief Executive Officer) and $473,241,408 of rollover from Pinnacle Growth Ventures LLC (Cloudium's largest existing institutional stockholder). The rollover terms are set forth in separate Rollover Agreements, each dated January 22, 2024, submitted herewith at Exhibit C.
Consummation of the Merger is subject to expiration or termination of the HSR waiting period, clearance by the UK Competition and Markets Authority, the affirmative vote of the holders of a majority of Cloudium's outstanding voting securities, and other customary closing conditions specified in the Merger Agreement.
PART II — ITEM-BY-ITEM DRAFT RESPONSES
Item 1 — Person Filing Notification (Acquiring Person)
1(a) Name and address of Ultimate Parent Entity:
Solara Digital Infrastructure Fund VI LP 1200 Market Street, Suite 3400 Wilmington, DE 19801
1(b) Headquarters address and mailing address:
Principal place of business (investment management operations): Solara Digital Infrastructure LP 399 Park Avenue, 32nd Floor New York, NY 10022
Registered office and mailing address: 1200 Market Street, Suite 3400 Wilmington, DE 19801
1(c) Person's contact for HSR matters:
Elaine Forsythe Specialist Partner, Antitrust & Competition Calderwood & Harkness LLP 1601 K Street NW Washington, DC 20006 Telephone: (202) 555-0184
Email: eforsythe@calderwoodharkness.com
1(d) Individual within Acquiring Person having authority to receive notices under 16 C.F.R. § 803.20:
Marcus Elliston Founder & Managing Partner Solara Digital Infrastructure LP 399 Park Avenue, 32nd Floor New York, NY 10022
1(e) Type of entity: Delaware limited partnership.
1(f) Employer Identification Number: 87-4523190.
1(g) State or country of incorporation/organization: State of Delaware, United States of America.
1(h) Description of Acquiring Person's business:
Solara Digital Infrastructure Fund VI LP is a private equity investment fund sponsored by Solara Digital Infrastructure LP, a private equity firm specializing in control and significant minority investments in digital infrastructure, enterprise software, cloud infrastructure, data analytics, and software-as-a-service ("SaaS") platforms. As of December 31, 2023, the Solara platform managed approximately $38.0 billion of assets across six flagship funds (Funds I through VI) and related co-investment vehicles. Fund VI is a 2022-vintage buyout fund with $12.4 billion of committed capital and had approximately 62% of committed capital deployed as of December 31, 2023.
Fund VI's portfolio includes control investments in eleven platform companies operating principally in the software publishing (NAICS 511210), data processing and hosting (NAICS 518210), custom computer programming services (NAICS 541511), and computer systems design services (NAICS 541512) sectors.
1(i) NAICS classifications for Fund VI's principal portfolio activities:
An abbreviated summary is set forth below; a full portfolio-company-by-portfolio-company NAICS schedule is included in the Item 5 support materials at Exhibit J.
Item 2 — Person or Entity Being Acquired
2(a) Name and address of Ultimate Parent Entity:
Cloudium Technologies plc Registered Office: 45 Broadwick Street, London W1F 0DB, United Kingdom US Headquarters: 600 Townsend Street, Suite 800, San Francisco, CA 94103
2(b) Headquarters address:
Cloudium's global operational headquarters is at 600 Townsend Street, Suite 800, San Francisco, CA 94103. Its registered office is in London as set forth above.
2(c) HSR contact for Acquired Person:
Catherine Answorth Partner Ridgeway Phelps & Sato LLP 375 Park Avenue New York, NY 10152
with a copy to:
Robert Tillman Partner, Antitrust & Competition Ridgeway Phelps & Sato LLP Washington, DC Office
2(d) Individual with authority to receive notices under 16 C.F.R. § 803.20:
Nadia Chowdhury General Counsel Cloudium Technologies plc 600 Townsend Street, Suite 800 San Francisco, CA 94103
2(e) Type of entity: Public limited company incorporated under the laws of England and Wales (Company No. 09734521).
2(f) US taxpayer EIN: 83-2196754.
2(g) Description of business:
Cloudium Technologies plc, together with its subsidiaries, provides cloud-native enterprise resource planning ("ERP"), customer relationship management ("CRM"), and business intelligence software delivered on a SaaS basis to mid-market and enterprise customers. Cloudium's platform is deployed principally on a multi-tenant public cloud architecture and is sold on a subscription basis, with a growing professional services and implementation practice. Cloudium serves approximately 8,400 enterprise customers across financial services, healthcare, manufacturing, retail, and technology end-markets. As of December 31, 2023, Cloudium employed approximately 6,800 persons globally.
2(h) Financial information:
2(i) Public trading: Cloudium common stock is listed on the Nasdaq Global Select Market under the ticker symbol "CLDM." As of the reference date under the Merger Agreement, there were 184,200,000 shares of common stock outstanding.
Item 3 — Transaction Description and Value
3(a) Value of transaction:
The aggregate value of the transaction, determined in accordance with 16 C.F.R. § 801.10, is $6,800,000,000. This amount reflects the fair market value of the voting securities of Cloudium to be acquired directly or indirectly by the Acquiring Person, as determined in good faith by the board of directors of the Acquiring Person's general partner. A memorandum documenting the § 801.10 valuation determination, including the methodology and supporting inputs, is attached hereto as Exhibit M.
3(b) Percentage of voting securities to be held as a result of the acquisition:
100%. Upon consummation of the Merger, all issued and outstanding voting securities of Cloudium will be held, directly or indirectly, by Fund VI.
3(c) Nature of the acquisition:
The Merger is a reverse triangular merger under Section 251 of the Delaware General Corporation Law. At the effective time, Stratos Merger Sub Inc. — a Delaware corporation formed on January 8, 2024 as a wholly owned subsidiary of Fund VI for the sole purpose of effecting the Merger — will merge with and into Cloudium Technologies plc. Cloudium will be the surviving corporation and, immediately following the Merger, will be a wholly owned subsidiary of Fund VI. Each outstanding share of Cloudium common stock (other than treasury shares, dissenting shares, and rollover shares held by the Rollover Investors) will be converted into the right to receive $36.92 per share in cash.
3(d) Documents attached:
The following transaction documents are filed herewith:
(i) Agreement and Plan of Merger dated January 22, 2024, by and among Solara Digital Infrastructure Fund VI LP, Stratos Merger Sub Inc., and Cloudium Technologies plc (Exhibit A);
(ii) Voting and Support Agreements, each dated January 22, 2024, executed by Jonathan Hargrove and by Pinnacle Growth Ventures LLC (Exhibit B);
(iii) Rollover Agreements, each dated January 22, 2024, executed by Jonathan Hargrove and by Pinnacle Growth Ventures LLC (Exhibit C);
(iv) Equity Commitment Letter dated January 22, 2024, from Solara Digital Infrastructure Fund VI LP in the amount of $2,832,888,096 (Exhibit E);
(v) Debt Commitment Letter dated January 22, 2024, from Meridian Atlantic Bank, N.A. and Ironclad Capital Markets LLC, providing for aggregate debt financing commitments of up to $4,240,000,000 (Exhibit D); and
(vi) Limited Guarantee dated January 22, 2024, from Solara Fund VI GP LLC in the amount of $246,000,000 (Exhibit E).
3(e) Sources of funds:
The consideration payable in connection with the Merger, together with related transaction expenses and refinancing of certain existing Cloudium indebtedness, will be funded from the following sources:
Within the Fund VI equity contribution above, Solara Digital Co-Invest VI-A LP will participate in the amount of $425,000,000.
The uses of proceeds are as follows:
Item 4 — Documents to be Filed
4(a) Organizational documents:
The following certifications and organizational documents are submitted:
(i) Certificate of Limited Partnership of Solara Digital Infrastructure Fund VI LP, as filed with the Delaware Secretary of State;
(ii) Amended and Restated Limited Partnership Agreement of Solara Digital Infrastructure Fund VI LP;
(iii) Certificate of Formation and Limited Liability Company Agreement of Solara Fund VI GP LLC, the general partner of Fund VI;
(iv) Certificate of Incorporation and Bylaws of Stratos Merger Sub Inc., filed January 8, 2024 (Delaware File No. 7923841).
4(b) Annual reports and audited financial statements:
(i) Audited financial statements of Solara Digital Infrastructure Fund VI LP for the fiscal year ended December 31, 2023 (audited by Harwell & Dobson LLP); interim capital account statements are provided for the period since the most recent audit;
(ii) Annual Report of Cloudium Technologies plc for the fiscal year ended September 30, 2023, together with the accompanying audited consolidated financial statements (audited by Harwell & Dobson LLP), including the Form 20-F equivalent disclosures filed with the Securities and Exchange Commission;
(iii) Cloudium's most recent quarterly financial statements for the fiscal quarter ended December 31, 2023 (unaudited).
4(c) Studies, surveys, analyses, and reports evaluating the acquisition with respect to market shares, competition, competitors, markets, potential for sales growth, or expansion into product or geographic markets:
Identification Protocol. The Acquiring Person has undertaken a good-faith collection and review of documents responsive to Item 4(c) from the following custodians at Solara Digital Infrastructure LP for the period August 1, 2023 through January 22, 2024: Marcus Elliston (Founder & Managing Partner); Priya Narasimhan (Partner and Fund VI deal lead); Alexander Deng, Renata Bianchi, and Charles Whitmore (Fund VI investment committee members); and the Fund VI deal team members assigned to Project Stratos (David Yoo, Aleksandra Petrov, Miguel Serrano, and Hannah Lieber). Collection encompassed email, network file shares, and deal-team workspaces. Documents responsive to Item 4(c) were reviewed by counsel and are being produced with Bates numbering (SOL-4C-000001 et seq.).
Representative List of Item 4(c) Documents to be Produced (subject to final review):
(1) Osprey Bancroft & Co. presentation to Solara Fund VI Investment Committee, dated September 18, 2023, "Project Stratos — Preliminary Valuation and Competitive Landscape Overview" (Damien Harlow, Managing Director, Technology M&A, presenter);
(2) Osprey Bancroft & Co. presentation, dated November 6, 2023, "Project Stratos — Industry Comparables and Public Trading Analysis";
(3) Solara Fund VI Investment Committee Memorandum, dated October 25, 2023, "Project Stratos — Investment Thesis and Preliminary Approval";
(4) Solara Fund VI Investment Committee Update Memorandum, dated December 12, 2023, "Project Stratos — Diligence Update and Revised Bid Framework";
(5) Solara Fund VI Final Approval Memorandum, dated January 18, 2024, "Project Stratos — Final Investment Committee Approval";
(6) Glenmore Thornton LLP Quality of Earnings Report, dated December 22, 2023, prepared by Vanessa Liu, together with the accompanying customer and market analyses;
(7) Board presentation delivered to Solara Digital GP LLC on January 19, 2024, "Project Stratos — Signing Approval Deck";
(8) Management projections model and synergy analyses, including bottoms-up build of $110,000,000 in run-rate synergies and pro forma adjusted EBITDA build (Fund VI deal team work product, iterations dated November 2023 through January 2024).
Documents Reviewed and Identified as Not Responsive. Certain documents that reference the transaction but do not evaluate it with respect to market shares, competition, competitors, markets, or the potential for sales growth or expansion into product or geographic markets have been reviewed and identified as non-responsive. These include debt financing pitch materials from Meridian Atlantic Bank, N.A. and Ironclad Capital Markets LLC that address only financing structure and pricing, tax structuring memoranda from Whitfield Sarnoff LLP addressing only tax matters, and internal Solara treasury/cash-management materials. A summary log of non-responsive documents is available upon request.
Bates and Privilege Protocol. Documents are produced with Bates numbering in the series SOL-4C-000001 et seq. Documents withheld or redacted on grounds of attorney-client privilege or attorney work product are identified on a privilege log to be delivered with the production. The production is made subject to a customary non-waiver and clawback protocol, and inadvertent production of privileged material shall not constitute a waiver of any applicable privilege.
4(d) Confidential Information Memoranda, Synergies/Efficiencies Analyses, and Other Item 4(d) Documents:
(1) Confidential Information Memorandum prepared by Veridian Partners LLC (Monica Pressler, Managing Director) in connection with the Cloudium sell-side process, dated September 2023;
(2) Cloudium management presentation deck dated October 2, 2023, delivered to prospective bidders including Solara;
(3) Synergy analyses prepared by Osprey Bancroft & Co. and by the Solara deal team, including detailed build-up of run-rate synergies of $110,000,000, disaggregated between cost synergies (approximately $82,000,000, principally overlapping G&A, procurement, and technology infrastructure rationalization) and revenue synergies (approximately $28,000,000, principally cross-sell into Solara portfolio company customer bases);
(4) Fairness opinion materials prepared by Veridian Partners LLC and delivered to Cloudium's board of directors on January 21, 2024, in connection with the board's approval of the Merger Agreement.
Item 4(d) documents are being produced contemporaneously with this filing to the extent then available; consistent with FTC practice, the Acquiring Person will complete production of any supplemental Item 4(d) documents identified through continuing collection within 20 calendar days of the filing date.
4(e) Timing of Production:
Item 4(c) and Item 4(d) documents will be uploaded to the FTC/DOJ document submission portal contemporaneously with the transmittal of this Notification and Report Form. To the extent additional responsive documents are identified after the filing date, the Acquiring Person will supplement its production promptly and in any event within 20 calendar days.
Item 5 — Revenues (NAICS-Based)
5(a) Aggregate revenue of Acquiring Person, by 6-digit NAICS code, for the most recent completed fiscal year (calendar year 2023):
The table below reflects consolidated revenue of Fund VI portfolio companies, classified by 6-digit NAICS code. Detailed portfolio-company-level schedules are provided at Exhibit J.
5(b) Aggregate revenue of Acquired Person, by 6-digit NAICS code, for the fiscal year ended September 30, 2023:
Total consolidated revenue: $1,620,000,000.
Geographic segmentation:
5(c) Overlap Analysis Reference:
Cross-reference to Item 7 for identification of overlapping 6-digit NAICS codes reported by both the Acquiring Person and the Acquired Person, and for geographic market data with respect to such overlaps.
Item 6 — Corporate Structure and Holdings
6(a) Entities included within Acquiring Person:
(i) Solara Digital Infrastructure Fund VI LP (Delaware limited partnership; ultimate parent);
(ii) Solara Fund VI GP LLC (Delaware limited liability company; general partner of Fund VI);
(iii) Solara Digital Co-Invest VI-A LP (Delaware limited partnership; co-investment vehicle organized alongside Fund VI, participating in the transaction in the amount of $425,000,000);
(iv) Stratos Merger Sub Inc. (Delaware corporation; wholly owned subsidiary of Fund VI, formed January 8, 2024, Delaware File No. 7923841); and
(v) All Fund VI portfolio companies and other controlled entities, as set forth on the organizational chart and portfolio schedule at Exhibit I.
6(b) Limited partners of Acquiring Person holding 5% or more of limited partnership interests:
The following institutional limited partners of Fund VI hold five percent or more of Fund VI's aggregate committed capital as of the date hereof:
(i) Massachusetts Public Employees' Retirement Investment Fund — 8.9%;
(ii) Alberta Public Sector Pension Investment Board — 7.4%;
(iii) Gulfstream Sovereign Investment Authority — 6.8%;
(iv) Norrland Kommunala Pensionsstiftelse — 5.7%;
(v) Yale Endowment (through separate account vehicle) — 5.2%.
None of the foregoing limited partners holds sufficient limited partner interests to constitute an ultimate parent entity of Fund VI under 16 C.F.R. § 801.1(a)(3); each participates as a limited partner with no contractual right to designate members of Fund VI's general partner governing body or otherwise to control Fund VI.
6(c) Entities within Acquired Person:
(i) Cloudium Technologies plc (England and Wales; Company No. 09734521; parent);
(ii) Cloudium Technologies UK Ltd. (England and Wales; Company No. 11287456; approximately 1,200 employees; principally engaged in UK and EMEA sales, professional services, and R&D);
(iii) Cloudium Technologies India Pvt. Ltd. (Bangalore, Karnataka, India; approximately 2,400 employees; principally engaged in software engineering and technical support);
(iv) Cloudium Solutions GmbH (Berlin, Germany; approximately 400 employees; principally engaged in DACH-region sales and implementation services).
6(d) Holders of 5% or more of voting securities of Acquired Person:
Based on Cloudium's most recent proxy statement and Schedule 13G/13D filings on file with the Securities and Exchange Commission:
For completeness, and although below the 5% threshold, Jonathan Hargrove (Cloudium's founder and Chief Executive Officer) holds 7,736,400 shares (approximately 4.2%). Mr. Hargrove's shares are being rolled over in the transaction pursuant to the Rollover Agreement referenced in Item 3(d) and included at Exhibit C.
6(e) Minority holdings of Acquiring Person in other entities (5% or more), by NAICS code:
Fund VI's minority holdings of five percent or more in entities not otherwise consolidated within Fund VI are set forth on the schedule at Exhibit I. Such minority holdings principally consist of growth-equity investments in the software publishing (511210) and data processing/hosting (518210) sectors and are not, individually or in the aggregate, expected to give rise to competitive concerns in respect of the transaction.
Item 7 — Combined Revenues and Geographic Market Data
7(a) 6-digit NAICS codes reported by both Acquiring Person and Acquired Person:
The following 6-digit NAICS codes are reported by both persons under Item 5:
7(b) Geographic market information for overlap codes:
For each of the overlapping 6-digit NAICS codes above, the Acquiring Person has prepared state-by-state and, where applicable, 3-digit ZIP code detail for the overlapping revenues; this detail is provided at Exhibit J. The functional product overlaps within these NAICS codes principally consist of cloud-native ERP, cloud-native CRM, and business intelligence SaaS offerings. Because NAICS classifications are broad and include many non-overlapping functional product categories, the aggregate reported figures materially overstate any genuine product overlap.
The principal geographies in which both parties report revenue are the United States (all 50 states plus the District of Columbia) and the United Kingdom. Cloudium's revenue mix is weighted toward the United States and the United Kingdom, while Fund VI portfolio company revenues in NAICS 511210 and 518210 are more evenly distributed across the United States, Canada, and continental Europe.
7(c) Discussion of competitive positioning:
While the Acquiring Person offers no analysis in this section beyond what is required by the Form, and reserves all rights to present a full competitive analysis in any subsequent engagement with the reviewing agency, the Acquiring Person notes that its pre-filing antitrust memorandum dated January 25, 2024 concluded that the transaction does not raise substantive concerns under Section 7 of the Clayton Act. That conclusion rests on, among other considerations, the fragmented and dynamic nature of the cloud enterprise software segments in which Cloudium operates; the presence of large hyperscale competitors (including Salesforce, Microsoft, Oracle, SAP, ServiceNow, and Workday); the de minimis share of any Fund VI portfolio company in any properly defined product/geographic market in which Cloudium participates; and the absence of any credible theory of foreclosure or coordinated effects. The Acquiring Person accordingly anticipates clearance without issuance of a Second Request.
Item 8 — Previous Acquisitions
The following table sets forth acquisitions of entities with 2023 revenues under 6-digit NAICS codes 511210 or 518210 by Fund VI portfolio companies (and, where applicable, by Funds IV and V portfolio companies that remain within Fund VI's control person structure) during the five-year period preceding the date of this filing. A complete schedule, including revenues at acquisition, transaction consideration, and post-closing integrations, appears at Exhibit N.
PART III — CERTIFICATIONS AND SIGNATURES
Item 9 — Certification by Acquiring Person
Pursuant to 16 C.F.R. § 803.6, the undersigned, being duly authorized, certifies on behalf of Solara Digital Infrastructure Fund VI LP that:
(a) this Notification and Report Form, together with any and all appendices, attachments, and exhibits thereto, was prepared and assembled under the supervision of the undersigned in accordance with the instructions issued by the Federal Trade Commission;
(b) subject to the recognition that, where so indicated, reasonable estimates have been made because books and records do not provide the required data, the information is, to the best of the knowledge, information and belief of the undersigned, true, correct, and complete in accordance with the statute and rules; and
(c) any documentary attachments hereto that are copies of originals are true, correct, and complete copies of the originals.
SOLARA DIGITAL INFRASTRUCTURE FUND VI LP
By: Solara Fund VI GP LLC, its general partner
By: ________
Name: Marcus Elliston
Title: Founder & Managing Partner
Date: ________
Notarization:
State of New York ) ) ss.: County of New York )
On this __ day of February, 2024, before me personally appeared Marcus Elliston, known to me (or satisfactorily proven) to be the person whose name is subscribed to the foregoing certification, and acknowledged that he executed the same in the capacity therein stated and for the purposes therein contained.
________________________________________
Notary Public My Commission Expires: ____