1041-00003 · Solara Digital Infrastructure LP · Antitrust & Regulatory

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CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 15 U.S.C. § 18a(h) AND 16 C.F.R. § 803.21

CALDERWOOD & HARKNESS LLP Attorneys at Law

Washington, DC Office 1601 K Street NW, Suite 1200 Washington, DC 20006

Telephone: (202) 654-8800 Facsimile: (202) 654-8801

Elaine Forsythe Partner, Antitrust & Competition Direct Dial: (202) 654-8847

Email: eforsythe@calderwoodharkness.com

February 20, 2024

VIA HAND DELIVERY AND ELECTRONIC SUBMISSION

CONFIDENTIAL — HSR ACT FILING

Assistant Director Premerger Notification Office Bureau of Competition Federal Trade Commission 600 Pennsylvania Avenue NW Washington, DC 20580

Re: Voluntary Submission of Additional Market Data — HSR Notification Filed February 9, 2024 — Proposed Acquisition of Cloudium Technologies plc by Solara Digital Infrastructure Fund VI LP

HSR Filing Date: February 9, 2024 Transaction No.: Assigned by FTC upon filing

Dear Assistant Director and Staff:

I. Purpose of This Letter

This firm represents Solara Digital Infrastructure Fund VI LP ("Fund VI"), a Delaware limited partnership, in connection with its proposed acquisition of all of the outstanding shares of common stock of Cloudium Technologies plc ("Cloudium"), a public limited company incorporated under the laws of England and Wales (Company No. 09734521) and listed on the Nasdaq Global Select Market under the ticker symbol "CLDM." We refer to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act," 15 U.S.C. § 18a), Pre-Merger Notification and Report Form (the "HSR Notification") filed on February 9, 2024, on behalf of Fund VI as the acquiring person within the meaning of 16 C.F.R. § 801.

The purpose of this letter is to voluntarily submit additional market data and competitive landscape analysis to assist the Federal Trade Commission ("FTC" or "Commission") staff in its review of the proposed transaction during the initial thirty-day waiting period established under Section 7A(b)(1) of the HSR Act, which is currently set to expire on or about March 11, 2024. We wish to emphasize at the outset that this submission is entirely voluntary and is not made in response to any request or inquiry by the Commission. Rather, it is intended to provide the staff with a comprehensive and well-documented understanding of the competitive dynamics in the relevant product and geographic markets, which the parties believe will confirm that the proposed transaction does not raise any substantive competitive concerns and that the transaction should be cleared upon expiration of the initial waiting period without the need for a Second Request under Section 7A(e) of the HSR Act.

The parties have authorized this voluntary submission because they are confident that a thorough review of the enclosed market data, competitive landscape analysis, and information regarding the acquiring person's existing portfolio companies will demonstrate that: (1) there is no horizontal overlap between Fund VI's existing portfolio investments and Cloudium's product lines; (2) Cloudium operates in large, growing, and highly competitive markets served by numerous well-capitalized competitors; (3) Cloudium's market shares are modest by any measure; and (4) the transaction does not present any vertical foreclosure or input-deprivation concerns.

We respectfully request confidential treatment of this letter and all enclosed materials, as set forth more fully in Section XI below.

II. Description of the Transaction

Fund VI, acting through its wholly owned subsidiary Stratos Merger Sub Inc., a Delaware corporation formed for purposes of effecting the proposed transaction ("Merger Sub"), proposes to acquire Cloudium by means of a reverse triangular merger under Sections 251 and 259 of the Delaware General Corporation Law (the "DGCL"). Pursuant to the merger agreement, Merger Sub will merge with and into Cloudium, with Cloudium surviving as a wholly owned subsidiary of Fund VI (the "Merger"). Upon consummation of the Merger, each outstanding share of Cloudium common stock (other than shares held in treasury or owned by Fund VI or any of its affiliates, and shares held by stockholders who have properly exercised appraisal rights under Section 262 of the DGCL) will be cancelled and converted into the right to receive $36.92 per share in cash, without interest, representing an aggregate transaction value of approximately $6,800,000,000 based on approximately 184,200,000 shares of Cloudium common stock outstanding as of the date of the merger agreement.

The Agreement and Plan of Merger was executed on January 22, 2024, among Cloudium Technologies plc, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP (the "Merger Agreement"). The Merger is subject to customary closing conditions, including (a) the adoption of the Merger Agreement by the holders of a majority of the outstanding shares of Cloudium common stock entitled to vote at a special meeting of stockholders, (b) the expiration or termination of the waiting period under the HSR Act and the receipt of any other required regulatory approvals, (c) the absence of any applicable law or order prohibiting the consummation of the Merger, and (d) other customary conditions as set forth in the Merger Agreement. Cloudium has filed, or will file shortly, a proxy statement with the Securities and Exchange Commission in connection with the special meeting of stockholders.

Fund VI is the investing fund of Solara Digital Infrastructure LP ("Solara" or "Solara Digital"), a Delaware limited partnership headquartered at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801. Solara is a leading private equity firm focused on digital infrastructure and enterprise software assets, with approximately $38 billion in assets under management across six flagship funds. Fund VI has approximately $12.4 billion in committed capital and is a vintage 2022 fund. Solara's general partner is Solara Digital GP LLC, a Delaware limited liability company. Fund VI's general partner is Solara Fund VI GP LLC, a Delaware limited liability company. The firm is led by Marcus Elliston, Founder and Managing Partner, and Priya Narasimhan, Co-Managing Partner and Chief Investment Officer.

III. Description of the Parties and Their Businesses

A. The Acquiring Person — Solara Digital / Fund VI

Solara Digital Infrastructure LP is a private equity sponsor focused exclusively on investments in digital infrastructure and enterprise software assets. Since its founding, Solara has made fourteen platform investments across Funds IV through VI spanning the enterprise software, cloud infrastructure, data analytics, and software-as-a-service ("SaaS") platform sectors. Solara maintains a disciplined investment strategy centered on acquiring and growing technology businesses with strong recurring revenue profiles, high customer retention rates, and meaningful organic growth potential. Fund VI (EIN: 87-4523190) is Solara's most recent flagship fund and is the entity through which the proposed acquisition of Cloudium will be consummated.

Importantly, Solara is primarily a financial buyer. Its portfolio companies operate in adjacent but non-overlapping segments of the broader software and technology ecosystem, and none of them directly compete with Cloudium in the cloud-based enterprise resource planning ("ERP"), customer relationship management ("CRM"), or business intelligence ("BI") product markets that are relevant to this transaction. A detailed overview of Solara's current portfolio companies is provided in Exhibit D enclosed herewith, but a summary of the most relevant portfolio holdings is as follows:

Sentinel Shield Cyber, Inc. (Fund V — acquired 2021): Sentinel Shield is an enterprise cybersecurity platform providing endpoint detection and response ("EDR"), threat intelligence, and security operations center ("SOC") automation solutions. Its products are focused entirely on cybersecurity and have no overlap with ERP, CRM, or BI software functionality.

Codestream DevOps Solutions LLC (Fund V — acquired 2022): Codestream provides continuous integration/continuous deployment ("CI/CD") pipeline management and DevOps tooling for software engineering teams. Its product suite is designed for use by software developers and DevOps engineers, and it does not offer ERP, CRM, or BI functionality.

Databridge Integration Corp. (Fund IV — acquired 2019): Databridge offers enterprise data integration and extract-transform-load ("ETL") middleware solutions for managing data flows between disparate enterprise systems. While Databridge's products operate within the broader enterprise software ecosystem, its ETL middleware serves as a utility layer and does not compete with application-level ERP, CRM, or BI software solutions of the type offered by Cloudium.

NimbusOps Infrastructure Inc. (Fund VI — acquired 2023): NimbusOps provides infrastructure-as-a-service ("IaaS") monitoring and cloud cost optimization tools for enterprises managing multi-cloud environments. NimbusOps operates at the infrastructure layer and does not offer application-layer ERP, CRM, or BI software.

As set forth in greater detail in Exhibit D and in Section VII below, none of Solara's portfolio companies competes with Cloudium in any relevant product market. The proposed transaction is a straightforward financial acquisition by a private equity fund of a publicly traded cloud software company, with no horizontal overlap between the acquirer's existing portfolio and the target's business.

B. The Target — Cloudium Technologies plc

Cloudium Technologies plc (Company No. 09734521, England and Wales) maintains its registered office at 45 Broadwick Street, London W1F 0DB, United Kingdom, and its US headquarters at 600 Townsend Street, Suite 800, San Francisco, California 94103. Cloudium is a provider of cloud-native enterprise resource planning ("ERP"), customer relationship management ("CRM"), and business intelligence ("BI") SaaS solutions serving mid-market and enterprise customers across a range of industries, including financial services, healthcare, manufacturing, technology, retail, and government services.

Cloudium's key financial and operational metrics are as follows:

• Last Twelve Months ("LTM") Revenue: $1,620,000,000 (for the fiscal year ended September 30, 2023)

• LTM EBITDA: $405,000,000 (for the fiscal year ended September 30, 2023)

• Annual Recurring Revenue ("ARR"): $1,740,000,000 as of December 31, 2023

• Employees: Approximately 6,800 globally across the United States, United Kingdom, India, and Germany

Cloudium operates through several subsidiaries, including the following principal operating entities:

• Cloudium Technologies UK Ltd. (Company No. 11287456, England and Wales): Approximately 1,200 employees; approximately £312,000,000 (approximately $390,000,000 at current exchange rates) in revenue, primarily serving UK and European customers.

• Cloudium Technologies India Pvt. Ltd. (Bangalore, India): Approximately 2,400 employees, principally engaged in research and development, engineering, and customer support operations.

• Cloudium Solutions GmbH (Berlin, Germany): Approximately 400 employees focused on sales and customer success operations in the Germany, Austria, and Switzerland ("DACH") region.

Cloudium's senior leadership team includes Jonathan Hargrove, Chief Executive Officer; Sienna Whitfield, Chief Financial Officer; Nadia Chowdhury, General Counsel; and Douglas Pemberton, Independent Chair of the Board of Directors.

IV. Relevant Product Markets

The proposed transaction implicates three product markets in which Cloudium operates: (A) cloud-based enterprise resource planning ("ERP") software, (B) cloud-based customer relationship management ("CRM") software, and (C) business intelligence and analytics software. As set forth below and in the enclosed exhibits, each of these markets is large, growing rapidly, highly competitive, and served by numerous well-capitalized competitors. Cloudium holds modest market shares in each.

A. Cloud-Based Enterprise Resource Planning (ERP) Software

Cloud-based ERP software comprises integrated suites of applications for financial management, procurement, supply chain management, human capital management, and project management, delivered as a service via cloud infrastructure. Unlike traditional on-premises ERP systems, which require significant upfront capital expenditure and lengthy implementation cycles, cloud ERP platforms are delivered via a subscription model, typically with lower switching costs and greater flexibility for customers. The market has experienced significant growth in recent years as enterprises of all sizes have migrated from legacy on-premises systems to cloud-based alternatives.

According to Meridian Research Group's 2023 Cloud ERP Market Report, the global cloud ERP market was valued at approximately $65 billion in 2023 and is projected to grow to approximately $130 billion by 2028, representing a compound annual growth rate ("CAGR") of approximately 15%. These estimates are broadly consistent with analyses published by Brindoval Analytics LLC and Pinnacle Market intelligence, which estimated the 2023 global cloud ERP market at $62 billion and $68 billion, respectively. The enclosed Exhibit A contains summaries of each of these third-party analyst reports.

Cloudium is one of numerous providers operating in this large and rapidly growing market. Cloudium's estimated share of the global cloud ERP market is approximately 2.5%, based on its LTM revenue attributable to ERP functionality relative to the total market size estimated by the foregoing analyst reports. This places Cloudium as a meaningful but relatively small participant in a highly fragmented competitive landscape. The enclosed Exhibit B provides market share estimates for the top fifteen cloud ERP providers globally, which illustrate the breadth of competition in this market.

Major competitors in the global cloud ERP market include, among many others:

• Apexion Software Corp., a publicly traded enterprise software company with an estimated global cloud ERP market share of approximately 16%, offering a comprehensive suite of cloud ERP applications across financial management, supply chain, and human capital management.

• NovaStar Enterprise Solutions Inc., a publicly traded technology company with an estimated global cloud ERP market share of approximately 14%, known for its broad portfolio of integrated business applications.

• Cirrus Business Systems LLC, a privately held enterprise software provider with an estimated global cloud ERP market share of approximately 8%, focused on mid-market cloud ERP solutions with strong customer retention.

• Polaris Cloud Holdings plc, a UK-headquartered publicly traded software company with an estimated global cloud ERP market share of approximately 6%, offering cloud ERP and supply chain management solutions to large enterprises globally.

In addition to these named competitors, the cloud ERP market includes dozens of additional providers serving various segments and geographies, including Stratum Software Inc., Veridian Enterprise Group LLC, Cascade Cloud Corporation, and numerous regional and niche providers. The presence of so many credible competitors, combined with the subscription-based delivery model of cloud software (which inherently lowers switching costs relative to on-premises alternatives), means that customers have abundant competitive alternatives and face relatively low barriers to switching providers. This competitive dynamic constrains the pricing and product strategies of all market participants, including Cloudium, and will continue to do so following consummation of the proposed transaction.

B. Cloud-Based Customer Relationship Management (CRM) Software

Cloud-based CRM software encompasses sales automation, marketing automation, customer service management, and analytics tools delivered via cloud infrastructure on a subscription basis. The cloud CRM market is one of the largest and most mature segments of the enterprise software industry, having been among the earliest categories to transition from on-premises to cloud delivery.

Cloudium's CRM module is a component of its broader SaaS platform and is primarily sold to existing ERP customers as a cross-sell and upsell offering. Cloudium's CRM functionality is designed to integrate seamlessly with its ERP platform, providing customers with a unified view of financial, operational, and customer data. While this integration capability is valuable to Cloudium's installed base, the CRM module is not marketed or sold as a standalone product in direct competition with the leading dedicated CRM platforms.

Based on analyst estimates from Meridian Research Group and Brindoval Analytics LLC, the global cloud CRM market was valued at approximately $80 billion in 2023. Cloudium's estimated share of the global cloud CRM market is less than 1.5%, reflecting the fact that Cloudium's CRM revenues represent a relatively small component of its overall business and an even smaller fraction of the total CRM market. The enclosed Exhibit C contains summaries of analyst reports addressing the global cloud CRM market and Cloudium's position within it.

The global cloud CRM market is dominated by several well-capitalized incumbents that hold substantially larger market positions than Cloudium. These competitors include:

• Zenithforce Inc., the undisputed market leader in cloud CRM with an estimated global market share of approximately 24%, offering a comprehensive suite of sales, marketing, service, and commerce cloud applications.

• Orion Customer Platforms Corp., a publicly traded enterprise software company with an estimated global cloud CRM market share of approximately 10%, known for its integrated CRM, ERP, and cloud platform offerings.

• Bluewire Digital Solutions LLC, a rapidly growing cloud CRM and marketing automation provider with an estimated global market share of approximately 5%, focused on mid-market and small business customers.

Given the dominant positions held by these and other established CRM competitors, Cloudium's CRM offering is best understood as a complementary add-on to its core ERP platform rather than as a meaningful competitive constraint on leading CRM providers. The proposed transaction will not materially alter the competitive dynamics of the cloud CRM market.

C. Business intelligence and Analytics Software

Cloudium's BI module provides dashboards, reporting, data visualization, and analytics capabilities within its broader SaaS platform. This functionality enables Cloudium's customers to derive actionable insights from the data generated by their ERP and CRM workflows without requiring a separate, standalone BI tool.

The business intelligence and analytics software market is highly fragmented, with numerous large and small providers offering standalone BI platforms, embedded analytics capabilities, and data visualization tools. This market includes well-known providers with substantially larger market positions than Cloudium, as well as dozens of specialized and niche vendors. Cloudium's share of the broader BI and analytics software market is de minimis — estimated at less than 1% — and its BI functionality is primarily used by existing customers of its ERP and CRM platform rather than sold as a competitive standalone product.

Given the negligible size of Cloudium's participation in the BI and analytics market, this product category does not warrant extended analysis. The proposed transaction will have no meaningful competitive effect in this segment.

V. Relevant Geographic Markets

Cloud ERP, CRM, and BI software are delivered to customers globally via internet-based cloud infrastructure. Customers can and do contract with providers located anywhere in the world, and the deployment of cloud-based solutions does not require physical proximity between the vendor and the customer. Accordingly, the relevant geographic market for each of the product markets described above is worldwide, or, at minimum, encompasses the United States, the United Kingdom, and the European Economic Area ("EEA").

Cloudium generates the substantial majority of its revenue in the United States, with approximately $1,230,000,000 in US revenue (representing the majority of its $1,620,000,000 in LTM revenue). Cloudium's UK subsidiary, Cloudium Technologies UK Ltd., generates approximately $390,000,000 in revenue from UK and European customers. Cloudium also generates smaller amounts of revenue in the DACH region (through Cloudium Solutions GmbH) and in India (where Cloudium Technologies India Pvt. Ltd. is primarily focused on R&D and support functions rather than direct revenue generation).

The global nature of cloud software delivery means that geographic barriers to entry are minimal. A cloud software provider headquartered in any region of the world can effectively serve customers in any other region, subject only to applicable data protection and regulatory requirements (which do not constitute meaningful barriers to entry for established software companies). Cloudium's competitors routinely serve customers across the same global geographies, and customers routinely evaluate and select cloud software providers without regard to the provider's physical location.

VI. Competitive Analysis — No Horizontal Overlap

A. Solara Portfolio Companies

As described in Section III.A above and as set forth in detail in Exhibit D, Solara's existing portfolio companies across Funds IV through VI operate in adjacent but distinct segments of the broader software and technology ecosystem that do not overlap with Cloudium's core ERP, CRM, and BI product lines. Specifically:

• Sentinel Shield Cyber, Inc. operates in the enterprise cybersecurity market (EDR, threat intelligence, SOC automation). Cybersecurity products are fundamentally distinct from ERP, CRM, and BI applications. While both cybersecurity and ERP/CRM software may be purchased by the same enterprise customers, they serve entirely different functional needs and are procured through different budget categories and decision-making processes. There is no product-level overlap.

• Codestream DevOps Solutions LLC operates in the DevOps tooling and CI/CD pipeline management market. DevOps tools are used by software engineering teams to manage the software development lifecycle and are not substitutes for, or competitive with, application-layer ERP, CRM, or BI software. There is no product-level overlap.

• Databridge Integration Corp. operates in the enterprise data integration and ETL middleware market. While Databridge's ETL middleware may be used in connection with enterprise applications (including, in some cases, ERP or CRM systems), ETL middleware is a distinct product category serving a utility function — it moves and transforms data between systems. It does not compete with the application-layer functionality provided by ERP, CRM, or BI platforms such as Cloudium's. There is no product-level overlap.

• NimbusOps Infrastructure Inc. operates in the IaaS monitoring and cloud cost optimization market. NimbusOps tools are used by IT operations teams to monitor cloud infrastructure performance and optimize cloud spending. These tools operate at the infrastructure layer and do not compete with application-layer ERP, CRM, or BI software. There is no product-level overlap.

In addition to the four portfolio companies described above, Solara's remaining portfolio investments (detailed in Exhibit D) operate in similarly distinct market segments, including workforce analytics, supply chain visibility middleware, and payment processing infrastructure. None of these portfolio companies offers products that compete with Cloudium's ERP, CRM, or BI applications.

Accordingly, the proposed transaction is a pure financial acquisition with no horizontal overlap between the acquirer's existing portfolio and the target. The transaction does not combine competing products or services in any relevant product market, and it will not result in any increase in market concentration as measured by the Herfindahl-Hirschman Index ("HHI") or any other standard metric of competitive concentration.

B. Vertical and Complementary Relationships

We note that certain of Solara's portfolio companies may have minor customer or vendor relationships with Cloudium in the ordinary course of their respective businesses. For example, one or more Solara portfolio companies may be users of Cloudium's ERP platform as customers, or may provide complementary technology (such as data integration middleware or cybersecurity tools) that Cloudium or its customers utilize alongside Cloudium's platform. However, these relationships are not competitively significant and do not give rise to vertical foreclosure or input-deprivation concerns for the following reasons:

First, any customer relationships between Solara portfolio companies and Cloudium are de minimis in the context of Cloudium's overall customer base and revenue. Cloudium serves thousands of enterprise and mid-market customers across multiple industries and geographies, and no single Solara portfolio company represents a material share of Cloudium's revenue or customer base.

Second, any vendor relationships in which Solara portfolio companies provide complementary technology to Cloudium or its customers are likewise de minimis and involve widely available commodity inputs (e.g., data integration middleware, cybersecurity tools) for which numerous alternative providers exist. The merged entity will not have the ability or incentive to foreclose competitors from any input or distribution channel, as doing so would be economically irrational given the minimal overlap and the availability of substitutes.

Third, the nature of cloud software markets — characterized by open APIs, interoperability standards, and multi-vendor environments — further ensures that vertical relationships between Solara portfolio companies and Cloudium's competitors will continue to operate on a competitive basis following consummation of the transaction.

In sum, the proposed transaction does not present any vertical or complementary concerns that would warrant further investigation.

VII. Market Data and Materials Enclosed

In connection with this voluntary submission, we are enclosing the following materials for the staff's review:

Exhibit A: Third-Party Analyst Reports — Global Cloud ERP Market. This exhibit contains summaries of third-party analyst reports on global cloud ERP market size, growth rates, competitive landscape, and market dynamics. The reports are sourced from Meridian Research Group (2023 Cloud ERP Market Report, published September 2023), Brindoval Analytics LLC (Global Enterprise Cloud Applications Forecast 2023–2028, published November 2023), and Pinnacle Market intelligence (Cloud ERP Competitive Landscape and Vendor Assessment, published October 2023). These reports consistently describe the global cloud ERP market as large (approximately $62–68 billion in 2023), rapidly growing (projected CAGR of approximately 14–16%), and highly competitive, with no single vendor holding a dominant position.

Exhibit B: Cloud ERP Market Share Estimates (Top 15 Providers). This exhibit presents market share estimates for the top fifteen cloud ERP providers globally, derived from the analyst reports summarized in Exhibit A. These estimates show that the leading cloud ERP provider holds approximately 16% of the global market, followed by a number of competitors with shares ranging from approximately 2% to 14%. Cloudium's estimated share of approximately 2.5% places it among the smaller of the top fifteen providers, illustrating the fragmented and competitive nature of the market.

Exhibit C: Third-Party Analyst Reports — Global Cloud CRM Market. This exhibit contains summaries of analyst reports addressing the global cloud CRM market, including market size estimates (approximately $80 billion in 2023), growth projections, and competitive landscape assessments. The reports confirm that the cloud CRM market is dominated by several well-capitalized incumbents and that Cloudium's share of the global cloud CRM market is less than 1.5%.

Exhibit D: Overview of Solara Portfolio Companies and Product Descriptions. This exhibit provides a comprehensive overview of Solara's current portfolio companies across Funds IV through VI, including descriptions of each company's business, product focus, target customers, and relevant NAICS codes. The exhibit demonstrates that none of Solara's existing portfolio companies operates in the cloud ERP, CRM, or BI product markets, thereby confirming the absence of horizontal overlap with Cloudium.

Exhibit E: Cloudium Customer Win/Loss Analysis (Ordinary Course Records). This exhibit presents customer survey data and win/loss analysis from Cloudium's ordinary-course business records, covering the period from January 2022 through December 2023. The win/loss data shows that Cloudium routinely competes against a broad array of ERP and CRM providers in competitive procurements, and that customers who do not select Cloudium choose from a wide range of alternative providers. This data corroborates the market share estimates and competitive landscape analysis presented in Exhibits A through C and further demonstrates the breadth of competitive alternatives available to Cloudium's customers.

All of the foregoing materials are submitted with a request for confidential treatment, as described in Section XI below.

VIII. Key Customer Context — Aegis Federal Solutions Inc.

For completeness, and to illustrate the diversity and breadth of Cloudium's customer base, we note that Cloudium's customers include Aegis Federal Solutions Inc. ("Aegis Federal"), a US government contractor that represents approximately $84,000,000 in annual recurring revenue. The Aegis Federal relationship is governed by a Master SaaS Agreement that contains a change-of-control consent provision. Cloudium has engaged with Aegis Federal regarding the proposed transaction, and the requisite consent has been or will be obtained prior to closing, consistent with the terms of the Master SaaS Agreement.

The Aegis Federal customer relationship is noted here solely for purposes of completeness and to illustrate that Cloudium's customer base spans government, enterprise, and mid-market segments across multiple industries, including financial services, healthcare, manufacturing, technology, retail, and government services. This diversity of customers further confirms the breadth of the markets in which Cloudium competes and the absence of any concentration concerns arising from the proposed transaction.

IX. Conclusion

Based on the market data, competitive landscape analysis, and portfolio company information presented in this letter and the enclosed exhibits, the proposed acquisition of Cloudium by Fund VI does not present competitive concerns warranting further investigation. In particular:

1. No Horizontal Overlap. There is no horizontal overlap between Solara's existing portfolio companies and Cloudium's core ERP, CRM, and BI product lines. The transaction is a pure financial acquisition.

2. Large, Growing, and Highly Competitive Markets. Cloudium operates in the global cloud ERP, cloud CRM, and BI software markets, each of which is large, growing rapidly, and served by numerous well-funded competitors. The global cloud ERP market alone is estimated at approximately $65 billion and is projected to nearly double by 2028.

3. Modest Market Shares. Cloudium's market shares are modest by any measure — approximately 2.5% in cloud ERP, less than 1.5% in cloud CRM, and less than 1% in BI and analytics. These shares are well below any level that would raise competitive concerns under the Commission's Merger Guidelines or established case law.

4. No Vertical Foreclosure Risk. The transaction does not create any vertical foreclosure or input-deprivation risk. The merged entity will not have the ability or incentive to foreclose competitors from any input, distribution channel, or customer base.

For these reasons, the parties respectfully submit that the proposed transaction should be cleared upon the expiration of the initial thirty-day waiting period under the HSR Act — currently set to expire on or about March 11, 2024 — without the need for a Second Request under Section 7A(e) of the HSR Act.

X. Request for Confidential Treatment

The parties hereby formally request that the Commission treat this letter and all enclosed materials as confidential under Section 7A(h) of the HSR Act (15 U.S.C. § 18a(h)) and Section 803.21 of the Commission's Pre-Merger Notification Rules (16 C.F.R. § 803.21). The enclosed materials contain competitively sensitive, non-public business information, including proprietary market share estimates, revenue and financial data, customer information, win/loss analysis, and portfolio company descriptions that, if disclosed, could cause substantial competitive harm to the parties and their affiliates. The parties request that all such materials be maintained in confidence by the Commission and its staff, and that they not be disclosed to any person outside the Commission except as permitted by law.

XI. Offer of Availability

Calderwood & Harkness LLP and the parties remain available to discuss the proposed transaction with FTC staff at any time and to provide any additional information or analysis that may be helpful to the staff's review. We welcome the opportunity to meet with the reviewing staff to answer questions and to provide further context regarding the competitive dynamics of the relevant markets.

Please do not hesitate to contact me directly at the address and contact information set forth below with any questions or requests for additional information:

Elaine Forsythe Partner, Antitrust & Competition Calderwood & Harkness LLP 1601 K Street NW, Suite 1200 Washington, DC 20006 Telephone: (202) 654-8847

Email: eforsythe@calderwoodharkness.com

In addition, my colleague Harrison Wexford, Responsible Partner for M&A matters in connection with this transaction, is available for transaction-level questions and can be reached at:

Harrison Wexford Partner, Mergers & Acquisitions Calderwood & Harkness LLP 599 Lexington Avenue, 36th Floor New York, NY 10022 Telephone: (212) 506-3300

Email: hwexford@calderwoodharkness.com

XII. Closing

We appreciate the staff's time and attention in reviewing this submission and the enclosed materials. The parties are confident that the market data and competitive analysis presented herein will confirm that the proposed acquisition of Cloudium Technologies plc by Solara Digital Infrastructure Fund VI LP does not raise competitive concerns and should be cleared expeditiously.

Respectfully submitted,

CALDERWOOD & HARKNESS LLP

By: ________

Elaine Forsythe Partner, Antitrust & Competition Calderwood & Harkness LLP 1601 K Street NW, Suite 1200 Washington, DC 20006 Telephone: (202) 654-8847 Facsimile: (202) 654-8801

Email: eforsythe@calderwoodharkness.com

cc:

Harrison Wexford, Partner, Mergers & Acquisitions, Calderwood & Harkness LLP, 599 Lexington Avenue, New York, NY 10022

Marcus Elliston, Founder & Managing Partner, Solara Digital Infrastructure LP, 1200 Market Street, Suite 3400, Wilmington, DE 19801

Priya Narasimhan, Co-Managing Partner & Chief Investment Officer, Solara Digital Infrastructure LP, 1200 Market Street, Suite 3400, Wilmington, DE 19801

Damien Harlow, Managing Director, Osprey Bancroft & Co.

Enclosures:

Exhibit A: Third-Party Analyst Reports — Global Cloud ERP Market

Exhibit B: Cloud ERP Market Share Estimates (Top 15 Providers)

Exhibit C: Third-Party Analyst Reports — Global Cloud CRM Market

Exhibit D: Overview of Solara Portfolio Companies and Product Descriptions

Exhibit E: Cloudium Customer Win/Loss Analysis (Ordinary Course Records)

CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 15 U.S.C. § 18a(h) AND 16 C.F.R. § 803.21
CALDERWOOD & HARKNESS LLP Attorneys at Law
Washington, DC Office 1601 K Street NW, Suite 1200 Washington, DC 20006
Telephone: (202) 654-8800 Facsimile: (202) 654-8801
Elaine Forsythe Partner, Antitrust & Competition Direct Dial: (202) 654-8847
Email: eforsythe@calderwoodharkness.com
February 20, 2024
VIA HAND DELIVERY AND ELECTRONIC SUBMISSION
CONFIDENTIAL — HSR ACT FILING
Assistant Director Premerger Notification Office Bureau of Competition Federal Trade Commission 600 Pennsylvania Avenue NW Washington, DC 20580
Re: Voluntary Submission of Additional Market Data — HSR Notification Filed February 9, 2024 — Proposed Acquisition of Cloudium Technologies plc by Solara Digital Infrastructure Fund VI LP
HSR Filing Date: February 9, 2024 Transaction No.: Assigned by FTC upon filing
Dear Assistant Director and Staff:
I. Purpose of This Letter
This firm represents Solara Digital Infrastructure Fund VI LP ("Fund VI"), a Delaware limited partnership, in connection with its proposed acquisition of all of the outstanding shares of common stock of Cloudium Technologies plc ("Cloudium"), a public limited company incorporated under the laws of England and Wales (Company No. 09734521) and listed on the Nasdaq Global Select Market under the ticker symbol "CLDM." We refer to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act," 15 U.S.C. § 18a), Pre-Merger Notification and Report Form (the "HSR Notification") filed on February 9, 2024, on behalf of Fund VI as the acquiring person within the meaning of 16 C.F.R. § 801.
The purpose of this letter is to voluntarily submit additional market data and competitive landscape analysis to assist the Federal Trade Commission ("FTC" or "Commission") staff in its review of the proposed transaction during the initial thirty-day waiting period established under Section 7A(b)(1) of the HSR Act, which is currently set to expire on or about March 11, 2024. We wish to emphasize at the outset that this submission is entirely voluntary and is not made in response to any request or inquiry by the Commission. Rather, it is intended to provide the staff with a comprehensive and well-documented understanding of the competitive dynamics in the relevant product and geographic markets, which the parties believe will confirm that the proposed transaction does not raise any substantive competitive concerns and that the transaction should be cleared upon expiration of the initial waiting period without the need for a Second Request under Section 7A(e) of the HSR Act.
The parties have authorized this voluntary submission because they are confident that a thorough review of the enclosed market data, competitive landscape analysis, and information regarding the acquiring person's existing portfolio companies will demonstrate that: (1) there is no horizontal overlap between Fund VI's existing portfolio investments and Cloudium's product lines; (2) Cloudium operates in large, growing, and highly competitive markets served by numerous well-capitalized competitors; (3) Cloudium's market shares are modest by any measure; and (4) the transaction does not present any vertical foreclosure or input-deprivation concerns.
We respectfully request confidential treatment of this letter and all enclosed materials, as set forth more fully in Section XI below.
II. Description of the Transaction
Fund VI, acting through its wholly owned subsidiary Stratos Merger Sub Inc., a Delaware corporation formed for purposes of effecting the proposed transaction ("Merger Sub"), proposes to acquire Cloudium by means of a reverse triangular merger under Sections 251 and 259 of the Delaware General Corporation Law (the "DGCL"). Pursuant to the merger agreement, Merger Sub will merge with and into Cloudium, with Cloudium surviving as a wholly owned subsidiary of Fund VI (the "Merger"). Upon consummation of the Merger, each outstanding share of Cloudium common stock (other than shares held in treasury or owned by Fund VI or any of its affiliates, and shares held by stockholders who have properly exercised appraisal rights under Section 262 of the DGCL) will be cancelled and converted into the right to receive $36.92 per share in cash, without interest, representing an aggregate transaction value of approximately $6,800,000,000 based on approximately 184,200,000 shares of Cloudium common stock outstanding as of the date of the merger agreement.
The Agreement and Plan of Merger was executed on January 22, 2024, among Cloudium Technologies plc, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP (the "Merger Agreement"). The Merger is subject to customary closing conditions, including (a) the adoption of the Merger Agreement by the holders of a majority of the outstanding shares of Cloudium common stock entitled to vote at a special meeting of stockholders, (b) the expiration or termination of the waiting period under the HSR Act and the receipt of any other required regulatory approvals, (c) the absence of any applicable law or order prohibiting the consummation of the Merger, and (d) other customary conditions as set forth in the Merger Agreement. Cloudium has filed, or will file shortly, a proxy statement with the Securities and Exchange Commission in connection with the special meeting of stockholders.
Fund VI is the investing fund of Solara Digital Infrastructure LP ("Solara" or "Solara Digital"), a Delaware limited partnership headquartered at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801. Solara is a leading private equity firm focused on digital infrastructure and enterprise software assets, with approximately $38 billion in assets under management across six flagship funds. Fund VI has approximately $12.4 billion in committed capital and is a vintage 2022 fund. Solara's general partner is Solara Digital GP LLC, a Delaware limited liability company. Fund VI's general partner is Solara Fund VI GP LLC, a Delaware limited liability company. The firm is led by Marcus Elliston, Founder and Managing Partner, and Priya Narasimhan, Co-Managing Partner and Chief Investment Officer.
III. Description of the Parties and Their Businesses
A. The Acquiring Person — Solara Digital / Fund VI
Solara Digital Infrastructure LP is a private equity sponsor focused exclusively on investments in digital infrastructure and enterprise software assets. Since its founding, Solara has made fourteen platform investments across Funds IV through VI spanning the enterprise software, cloud infrastructure, data analytics, and software-as-a-service ("SaaS") platform sectors. Solara maintains a disciplined investment strategy centered on acquiring and growing technology businesses with strong recurring revenue profiles, high customer retention rates, and meaningful organic growth potential. Fund VI (EIN: 87-4523190) is Solara's most recent flagship fund and is the entity through which the proposed acquisition of Cloudium will be consummated.
Importantly, Solara is primarily a financial buyer. Its portfolio companies operate in adjacent but non-overlapping segments of the broader software and technology ecosystem, and none of them directly compete with Cloudium in the cloud-based enterprise resource planning ("ERP"), customer relationship management ("CRM"), or business intelligence ("BI") product markets that are relevant to this transaction. A detailed overview of Solara's current portfolio companies is provided in Exhibit D enclosed herewith, but a summary of the most relevant portfolio holdings is as follows:
Sentinel Shield Cyber, Inc. (Fund V — acquired 2021): Sentinel Shield is an enterprise cybersecurity platform providing endpoint detection and response ("EDR"), threat intelligence, and security operations center ("SOC") automation solutions. Its products are focused entirely on cybersecurity and have no overlap with ERP, CRM, or BI software functionality.
Codestream DevOps Solutions LLC (Fund V — acquired 2022): Codestream provides continuous integration/continuous deployment ("CI/CD") pipeline management and DevOps tooling for software engineering teams. Its product suite is designed for use by software developers and DevOps engineers, and it does not offer ERP, CRM, or BI functionality.
Databridge Integration Corp. (Fund IV — acquired 2019): Databridge offers enterprise data integration and extract-transform-load ("ETL") middleware solutions for managing data flows between disparate enterprise systems. While Databridge's products operate within the broader enterprise software ecosystem, its ETL middleware serves as a utility layer and does not compete with application-level ERP, CRM, or BI software solutions of the type offered by Cloudium.
NimbusOps Infrastructure Inc. (Fund VI — acquired 2023): NimbusOps provides infrastructure-as-a-service ("IaaS") monitoring and cloud cost optimization tools for enterprises managing multi-cloud environments. NimbusOps operates at the infrastructure layer and does not offer application-layer ERP, CRM, or BI software.
As set forth in greater detail in Exhibit D and in Section VII below, none of Solara's portfolio companies competes with Cloudium in any relevant product market. The proposed transaction is a straightforward financial acquisition by a private equity fund of a publicly traded cloud software company, with no horizontal overlap between the acquirer's existing portfolio and the target's business.
B. The Target — Cloudium Technologies plc
Cloudium Technologies plc (Company No. 09734521, England and Wales) maintains its registered office at 45 Broadwick Street, London W1F 0DB, United Kingdom, and its US headquarters at 600 Townsend Street, Suite 800, San Francisco, California 94103. Cloudium is a provider of cloud-native enterprise resource planning ("ERP"), customer relationship management ("CRM"), and business intelligence ("BI") SaaS solutions serving mid-market and enterprise customers across a range of industries, including financial services, healthcare, manufacturing, technology, retail, and government services.
Cloudium's key financial and operational metrics are as follows:
• Last Twelve Months ("LTM") Revenue: $1,620,000,000 (for the fiscal year ended September 30, 2023)
• LTM EBITDA: $405,000,000 (for the fiscal year ended September 30, 2023)
• Annual Recurring Revenue ("ARR"): $1,740,000,000 as of December 31, 2023
• Employees: Approximately 6,800 globally across the United States, United Kingdom, India, and Germany
Cloudium operates through several subsidiaries, including the following principal operating entities:
• Cloudium Technologies UK Ltd. (Company No. 11287456, England and Wales): Approximately 1,200 employees; approximately £312,000,000 (approximately $390,000,000 at current exchange rates) in revenue, primarily serving UK and European customers.
• Cloudium Technologies India Pvt. Ltd. (Bangalore, India): Approximately 2,400 employees, principally engaged in research and development, engineering, and customer support operations.
• Cloudium Solutions GmbH (Berlin, Germany): Approximately 400 employees focused on sales and customer success operations in the Germany, Austria, and Switzerland ("DACH") region.
Cloudium's senior leadership team includes Jonathan Hargrove, Chief Executive Officer; Sienna Whitfield, Chief Financial Officer; Nadia Chowdhury, General Counsel; and Douglas Pemberton, Independent Chair of the Board of Directors.
IV. Relevant Product Markets
The proposed transaction implicates three product markets in which Cloudium operates: (A) cloud-based enterprise resource planning ("ERP") software, (B) cloud-based customer relationship management ("CRM") software, and (C) business intelligence and analytics software. As set forth below and in the enclosed exhibits, each of these markets is large, growing rapidly, highly competitive, and served by numerous well-capitalized competitors. Cloudium holds modest market shares in each.
A. Cloud-Based Enterprise Resource Planning (ERP) Software
Cloud-based ERP software comprises integrated suites of applications for financial management, procurement, supply chain management, human capital management, and project management, delivered as a service via cloud infrastructure. Unlike traditional on-premises ERP systems, which require significant upfront capital expenditure and lengthy implementation cycles, cloud ERP platforms are delivered via a subscription model, typically with lower switching costs and greater flexibility for customers. The market has experienced significant growth in recent years as enterprises of all sizes have migrated from legacy on-premises systems to cloud-based alternatives.
According to Meridian Research Group's 2023 Cloud ERP Market Report, the global cloud ERP market was valued at approximately $65 billion in 2023 and is projected to grow to approximately $130 billion by 2028, representing a compound annual growth rate ("CAGR") of approximately 15%. These estimates are broadly consistent with analyses published by Brindoval Analytics LLC and Pinnacle Market intelligence, which estimated the 2023 global cloud ERP market at $62 billion and $68 billion, respectively. The enclosed Exhibit A contains summaries of each of these third-party analyst reports.
Cloudium is one of numerous providers operating in this large and rapidly growing market. Cloudium's estimated share of the global cloud ERP market is approximately 2.5%, based on its LTM revenue attributable to ERP functionality relative to the total market size estimated by the foregoing analyst reports. This places Cloudium as a meaningful but relatively small participant in a highly fragmented competitive landscape. The enclosed Exhibit B provides market share estimates for the top fifteen cloud ERP providers globally, which illustrate the breadth of competition in this market.
Major competitors in the global cloud ERP market include, among many others:
• Apexion Software Corp., a publicly traded enterprise software company with an estimated global cloud ERP market share of approximately 16%, offering a comprehensive suite of cloud ERP applications across financial management, supply chain, and human capital management.
• NovaStar Enterprise Solutions Inc., a publicly traded technology company with an estimated global cloud ERP market share of approximately 14%, known for its broad portfolio of integrated business applications.
• Cirrus Business Systems LLC, a privately held enterprise software provider with an estimated global cloud ERP market share of approximately 8%, focused on mid-market cloud ERP solutions with strong customer retention.
• Polaris Cloud Holdings plc, a UK-headquartered publicly traded software company with an estimated global cloud ERP market share of approximately 6%, offering cloud ERP and supply chain management solutions to large enterprises globally.
In addition to these named competitors, the cloud ERP market includes dozens of additional providers serving various segments and geographies, including Stratum Software Inc., Veridian Enterprise Group LLC, Cascade Cloud Corporation, and numerous regional and niche providers. The presence of so many credible competitors, combined with the subscription-based delivery model of cloud software (which inherently lowers switching costs relative to on-premises alternatives), means that customers have abundant competitive alternatives and face relatively low barriers to switching providers. This competitive dynamic constrains the pricing and product strategies of all market participants, including Cloudium, and will continue to do so following consummation of the proposed transaction.
B. Cloud-Based Customer Relationship Management (CRM) Software
Cloud-based CRM software encompasses sales automation, marketing automation, customer service management, and analytics tools delivered via cloud infrastructure on a subscription basis. The cloud CRM market is one of the largest and most mature segments of the enterprise software industry, having been among the earliest categories to transition from on-premises to cloud delivery.
Cloudium's CRM module is a component of its broader SaaS platform and is primarily sold to existing ERP customers as a cross-sell and upsell offering. Cloudium's CRM functionality is designed to integrate seamlessly with its ERP platform, providing customers with a unified view of financial, operational, and customer data. While this integration capability is valuable to Cloudium's installed base, the CRM module is not marketed or sold as a standalone product in direct competition with the leading dedicated CRM platforms.
Based on analyst estimates from Meridian Research Group and Brindoval Analytics LLC, the global cloud CRM market was valued at approximately $80 billion in 2023. Cloudium's estimated share of the global cloud CRM market is less than 1.5%, reflecting the fact that Cloudium's CRM revenues represent a relatively small component of its overall business and an even smaller fraction of the total CRM market. The enclosed Exhibit C contains summaries of analyst reports addressing the global cloud CRM market and Cloudium's position within it.
The global cloud CRM market is dominated by several well-capitalized incumbents that hold substantially larger market positions than Cloudium. These competitors include:
• Zenithforce Inc., the undisputed market leader in cloud CRM with an estimated global market share of approximately 24%, offering a comprehensive suite of sales, marketing, service, and commerce cloud applications.
• Orion Customer Platforms Corp., a publicly traded enterprise software company with an estimated global cloud CRM market share of approximately 10%, known for its integrated CRM, ERP, and cloud platform offerings.
• Bluewire Digital Solutions LLC, a rapidly growing cloud CRM and marketing automation provider with an estimated global market share of approximately 5%, focused on mid-market and small business customers.
Given the dominant positions held by these and other established CRM competitors, Cloudium's CRM offering is best understood as a complementary add-on to its core ERP platform rather than as a meaningful competitive constraint on leading CRM providers. The proposed transaction will not materially alter the competitive dynamics of the cloud CRM market.
C. Business intelligence and Analytics Software
Cloudium's BI module provides dashboards, reporting, data visualization, and analytics capabilities within its broader SaaS platform. This functionality enables Cloudium's customers to derive actionable insights from the data generated by their ERP and CRM workflows without requiring a separate, standalone BI tool.
The business intelligence and analytics software market is highly fragmented, with numerous large and small providers offering standalone BI platforms, embedded analytics capabilities, and data visualization tools. This market includes well-known providers with substantially larger market positions than Cloudium, as well as dozens of specialized and niche vendors. Cloudium's share of the broader BI and analytics software market is de minimis — estimated at less than 1% — and its BI functionality is primarily used by existing customers of its ERP and CRM platform rather than sold as a competitive standalone product.
Given the negligible size of Cloudium's participation in the BI and analytics market, this product category does not warrant extended analysis. The proposed transaction will have no meaningful competitive effect in this segment.
V. Relevant Geographic Markets
Cloud ERP, CRM, and BI software are delivered to customers globally via internet-based cloud infrastructure. Customers can and do contract with providers located anywhere in the world, and the deployment of cloud-based solutions does not require physical proximity between the vendor and the customer. Accordingly, the relevant geographic market for each of the product markets described above is worldwide, or, at minimum, encompasses the United States, the United Kingdom, and the European Economic Area ("EEA").
Cloudium generates the substantial majority of its revenue in the United States, with approximately $1,230,000,000 in US revenue (representing the majority of its $1,620,000,000 in LTM revenue). Cloudium's UK subsidiary, Cloudium Technologies UK Ltd., generates approximately $390,000,000 in revenue from UK and European customers. Cloudium also generates smaller amounts of revenue in the DACH region (through Cloudium Solutions GmbH) and in India (where Cloudium Technologies India Pvt. Ltd. is primarily focused on R&D and support functions rather than direct revenue generation).
The global nature of cloud software delivery means that geographic barriers to entry are minimal. A cloud software provider headquartered in any region of the world can effectively serve customers in any other region, subject only to applicable data protection and regulatory requirements (which do not constitute meaningful barriers to entry for established software companies). Cloudium's competitors routinely serve customers across the same global geographies, and customers routinely evaluate and select cloud software providers without regard to the provider's physical location.
VI. Competitive Analysis — No Horizontal Overlap
A. Solara Portfolio Companies
As described in Section III.A above and as set forth in detail in Exhibit D, Solara's existing portfolio companies across Funds IV through VI operate in adjacent but distinct segments of the broader software and technology ecosystem that do not overlap with Cloudium's core ERP, CRM, and BI product lines. Specifically:
• Sentinel Shield Cyber, Inc. operates in the enterprise cybersecurity market (EDR, threat intelligence, SOC automation). Cybersecurity products are fundamentally distinct from ERP, CRM, and BI applications. While both cybersecurity and ERP/CRM software may be purchased by the same enterprise customers, they serve entirely different functional needs and are procured through different budget categories and decision-making processes. There is no product-level overlap.
• Codestream DevOps Solutions LLC operates in the DevOps tooling and CI/CD pipeline management market. DevOps tools are used by software engineering teams to manage the software development lifecycle and are not substitutes for, or competitive with, application-layer ERP, CRM, or BI software. There is no product-level overlap.
• Databridge Integration Corp. operates in the enterprise data integration and ETL middleware market. While Databridge's ETL middleware may be used in connection with enterprise applications (including, in some cases, ERP or CRM systems), ETL middleware is a distinct product category serving a utility function — it moves and transforms data between systems. It does not compete with the application-layer functionality provided by ERP, CRM, or BI platforms such as Cloudium's. There is no product-level overlap.
• NimbusOps Infrastructure Inc. operates in the IaaS monitoring and cloud cost optimization market. NimbusOps tools are used by IT operations teams to monitor cloud infrastructure performance and optimize cloud spending. These tools operate at the infrastructure layer and do not compete with application-layer ERP, CRM, or BI software. There is no product-level overlap.
In addition to the four portfolio companies described above, Solara's remaining portfolio investments (detailed in Exhibit D) operate in similarly distinct market segments, including workforce analytics, supply chain visibility middleware, and payment processing infrastructure. None of these portfolio companies offers products that compete with Cloudium's ERP, CRM, or BI applications.
Accordingly, the proposed transaction is a pure financial acquisition with no horizontal overlap between the acquirer's existing portfolio and the target. The transaction does not combine competing products or services in any relevant product market, and it will not result in any increase in market concentration as measured by the Herfindahl-Hirschman Index ("HHI") or any other standard metric of competitive concentration.
B. Vertical and Complementary Relationships
We note that certain of Solara's portfolio companies may have minor customer or vendor relationships with Cloudium in the ordinary course of their respective businesses. For example, one or more Solara portfolio companies may be users of Cloudium's ERP platform as customers, or may provide complementary technology (such as data integration middleware or cybersecurity tools) that Cloudium or its customers utilize alongside Cloudium's platform. However, these relationships are not competitively significant and do not give rise to vertical foreclosure or input-deprivation concerns for the following reasons:
First, any customer relationships between Solara portfolio companies and Cloudium are de minimis in the context of Cloudium's overall customer base and revenue. Cloudium serves thousands of enterprise and mid-market customers across multiple industries and geographies, and no single Solara portfolio company represents a material share of Cloudium's revenue or customer base.
Second, any vendor relationships in which Solara portfolio companies provide complementary technology to Cloudium or its customers are likewise de minimis and involve widely available commodity inputs (e.g., data integration middleware, cybersecurity tools) for which numerous alternative providers exist. The merged entity will not have the ability or incentive to foreclose competitors from any input or distribution channel, as doing so would be economically irrational given the minimal overlap and the availability of substitutes.
Third, the nature of cloud software markets — characterized by open APIs, interoperability standards, and multi-vendor environments — further ensures that vertical relationships between Solara portfolio companies and Cloudium's competitors will continue to operate on a competitive basis following consummation of the transaction.
In sum, the proposed transaction does not present any vertical or complementary concerns that would warrant further investigation.
VII. Market Data and Materials Enclosed
In connection with this voluntary submission, we are enclosing the following materials for the staff's review:
Exhibit A: Third-Party Analyst Reports — Global Cloud ERP Market. This exhibit contains summaries of third-party analyst reports on global cloud ERP market size, growth rates, competitive landscape, and market dynamics. The reports are sourced from Meridian Research Group (2023 Cloud ERP Market Report, published September 2023), Brindoval Analytics LLC (Global Enterprise Cloud Applications Forecast 2023–2028, published November 2023), and Pinnacle Market intelligence (Cloud ERP Competitive Landscape and Vendor Assessment, published October 2023). These reports consistently describe the global cloud ERP market as large (approximately $62–68 billion in 2023), rapidly growing (projected CAGR of approximately 14–16%), and highly competitive, with no single vendor holding a dominant position.
Exhibit B: Cloud ERP Market Share Estimates (Top 15 Providers). This exhibit presents market share estimates for the top fifteen cloud ERP providers globally, derived from the analyst reports summarized in Exhibit A. These estimates show that the leading cloud ERP provider holds approximately 16% of the global market, followed by a number of competitors with shares ranging from approximately 2% to 14%. Cloudium's estimated share of approximately 2.5% places it among the smaller of the top fifteen providers, illustrating the fragmented and competitive nature of the market.
Exhibit C: Third-Party Analyst Reports — Global Cloud CRM Market. This exhibit contains summaries of analyst reports addressing the global cloud CRM market, including market size estimates (approximately $80 billion in 2023), growth projections, and competitive landscape assessments. The reports confirm that the cloud CRM market is dominated by several well-capitalized incumbents and that Cloudium's share of the global cloud CRM market is less than 1.5%.
Exhibit D: Overview of Solara Portfolio Companies and Product Descriptions. This exhibit provides a comprehensive overview of Solara's current portfolio companies across Funds IV through VI, including descriptions of each company's business, product focus, target customers, and relevant NAICS codes. The exhibit demonstrates that none of Solara's existing portfolio companies operates in the cloud ERP, CRM, or BI product markets, thereby confirming the absence of horizontal overlap with Cloudium.
Exhibit E: Cloudium Customer Win/Loss Analysis (Ordinary Course Records). This exhibit presents customer survey data and win/loss analysis from Cloudium's ordinary-course business records, covering the period from January 2022 through December 2023. The win/loss data shows that Cloudium routinely competes against a broad array of ERP and CRM providers in competitive procurements, and that customers who do not select Cloudium choose from a wide range of alternative providers. This data corroborates the market share estimates and competitive landscape analysis presented in Exhibits A through C and further demonstrates the breadth of competitive alternatives available to Cloudium's customers.
All of the foregoing materials are submitted with a request for confidential treatment, as described in Section XI below.
VIII. Key Customer Context — Aegis Federal Solutions Inc.
For completeness, and to illustrate the diversity and breadth of Cloudium's customer base, we note that Cloudium's customers include Aegis Federal Solutions Inc. ("Aegis Federal"), a US government contractor that represents approximately $84,000,000 in annual recurring revenue. The Aegis Federal relationship is governed by a Master SaaS Agreement that contains a change-of-control consent provision. Cloudium has engaged with Aegis Federal regarding the proposed transaction, and the requisite consent has been or will be obtained prior to closing, consistent with the terms of the Master SaaS Agreement.
The Aegis Federal customer relationship is noted here solely for purposes of completeness and to illustrate that Cloudium's customer base spans government, enterprise, and mid-market segments across multiple industries, including financial services, healthcare, manufacturing, technology, retail, and government services. This diversity of customers further confirms the breadth of the markets in which Cloudium competes and the absence of any concentration concerns arising from the proposed transaction.
IX. Conclusion
Based on the market data, competitive landscape analysis, and portfolio company information presented in this letter and the enclosed exhibits, the proposed acquisition of Cloudium by Fund VI does not present competitive concerns warranting further investigation. In particular:
1. No Horizontal Overlap. There is no horizontal overlap between Solara's existing portfolio companies and Cloudium's core ERP, CRM, and BI product lines. The transaction is a pure financial acquisition.
2. Large, Growing, and Highly Competitive Markets. Cloudium operates in the global cloud ERP, cloud CRM, and BI software markets, each of which is large, growing rapidly, and served by numerous well-funded competitors. The global cloud ERP market alone is estimated at approximately $65 billion and is projected to nearly double by 2028.
3. Modest Market Shares. Cloudium's market shares are modest by any measure — approximately 2.5% in cloud ERP, less than 1.5% in cloud CRM, and less than 1% in BI and analytics. These shares are well below any level that would raise competitive concerns under the Commission's Merger Guidelines or established case law.
4. No Vertical Foreclosure Risk. The transaction does not create any vertical foreclosure or input-deprivation risk. The merged entity will not have the ability or incentive to foreclose competitors from any input, distribution channel, or customer base.
For these reasons, the parties respectfully submit that the proposed transaction should be cleared upon the expiration of the initial thirty-day waiting period under the HSR Act — currently set to expire on or about March 11, 2024 — without the need for a Second Request under Section 7A(e) of the HSR Act.
X. Request for Confidential Treatment
The parties hereby formally request that the Commission treat this letter and all enclosed materials as confidential under Section 7A(h) of the HSR Act (15 U.S.C. § 18a(h)) and Section 803.21 of the Commission's Pre-Merger Notification Rules (16 C.F.R. § 803.21). The enclosed materials contain competitively sensitive, non-public business information, including proprietary market share estimates, revenue and financial data, customer information, win/loss analysis, and portfolio company descriptions that, if disclosed, could cause substantial competitive harm to the parties and their affiliates. The parties request that all such materials be maintained in confidence by the Commission and its staff, and that they not be disclosed to any person outside the Commission except as permitted by law.
XI. Offer of Availability
Calderwood & Harkness LLP and the parties remain available to discuss the proposed transaction with FTC staff at any time and to provide any additional information or analysis that may be helpful to the staff's review. We welcome the opportunity to meet with the reviewing staff to answer questions and to provide further context regarding the competitive dynamics of the relevant markets.
Please do not hesitate to contact me directly at the address and contact information set forth below with any questions or requests for additional information:
Elaine Forsythe Partner, Antitrust & Competition Calderwood & Harkness LLP 1601 K Street NW, Suite 1200 Washington, DC 20006 Telephone: (202) 654-8847
Email: eforsythe@calderwoodharkness.com
In addition, my colleague Harrison Wexford, Responsible Partner for M&A matters in connection with this transaction, is available for transaction-level questions and can be reached at:
Harrison Wexford Partner, Mergers & Acquisitions Calderwood & Harkness LLP 599 Lexington Avenue, 36th Floor New York, NY 10022 Telephone: (212) 506-3300
Email: hwexford@calderwoodharkness.com
XII. Closing
We appreciate the staff's time and attention in reviewing this submission and the enclosed materials. The parties are confident that the market data and competitive analysis presented herein will confirm that the proposed acquisition of Cloudium Technologies plc by Solara Digital Infrastructure Fund VI LP does not raise competitive concerns and should be cleared expeditiously.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Elaine Forsythe Partner, Antitrust & Competition Calderwood & Harkness LLP 1601 K Street NW, Suite 1200 Washington, DC 20006 Telephone: (202) 654-8847 Facsimile: (202) 654-8801
Email: eforsythe@calderwoodharkness.com
cc:
Harrison Wexford, Partner, Mergers & Acquisitions, Calderwood & Harkness LLP, 599 Lexington Avenue, New York, NY 10022
Marcus Elliston, Founder & Managing Partner, Solara Digital Infrastructure LP, 1200 Market Street, Suite 3400, Wilmington, DE 19801
Priya Narasimhan, Co-Managing Partner & Chief Investment Officer, Solara Digital Infrastructure LP, 1200 Market Street, Suite 3400, Wilmington, DE 19801
Damien Harlow, Managing Director, Osprey Bancroft & Co.
Enclosures:
Exhibit A: Third-Party Analyst Reports — Global Cloud ERP Market
Exhibit B: Cloud ERP Market Share Estimates (Top 15 Providers)
Exhibit C: Third-Party Analyst Reports — Global Cloud CRM Market
Exhibit D: Overview of Solara Portfolio Companies and Product Descriptions
Exhibit E: Cloudium Customer Win/Loss Analysis (Ordinary Course Records)

CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 15 U.S.C. § 18a(h) AND 16 C.F.R. § 803.21

VIA HAND DELIVERY AND ELECTRONIC SUBMISSION

CALDERWOOD & HARKNESS LLP

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