CALDERWOOD & HARKNESS LLP 599 Lexington Avenue New York, NY 10022
NEW MATTER OPENING FORM
Internal Administrative Form — Confidential
Date of Submission: August 14, 2023
MATTER NO. 1041-00003
This New Matter Opening Form is submitted in accordance with the policies and procedures of Calderwood & Harkness LLP (the "Firm") governing the intake and opening of new client matters. All information contained herein is confidential, is intended solely for internal Firm administrative and conflict-clearance purposes, and should not be distributed outside of authorized Firm personnel. The requesting partner certifies that the information set forth below is accurate and complete as of the date of submission and undertakes to update this form promptly upon any material change in the information provided.
Section 1: Matter Information
Matter Number: 1041-00003
Matter Name / Description: Proposed Acquisition of Cloudium Technologies plc by Solara Digital Infrastructure LP (Reverse Triangular Merger)
Date Opened: August 14, 2023
Practice Area: Mergers & Acquisitions
Sub-Practice / Cross-Practice Tags: Private Equity; Leveraged Finance; Tax; Antitrust & Competition. Additional cross-practice tags are to be added as the scope of the engagement expands and supplemental engagement letters are executed. It is anticipated that the Tax and Antitrust & Competition sub-practice designations will be formally activated upon execution of supplemental engagement letters expected in or around November 2023.
Office(s): New York (primary). The Firm's Washington, DC office may be engaged for antitrust and regulatory matters (including, without limitation, Hart-Scott-Rodino Act filings, CFIUS analysis, and related regulatory clearance work). The Firm's London office may be engaged for United Kingdom–related matters as the transaction develops, including coordination with UK regulatory counsel and any matters relating to the Target's UK subsidiary. Office involvement will be documented through internal staffing memoranda and, where required, supplemental engagement letters.
Matter Type: New engagement — transactional; acquisition representation (buy-side). The Firm will serve as primary outside legal counsel to the buyer and its affiliates in connection with the proposed acquisition described herein.
Related Matter Numbers: None at present. It is noted that supplemental engagement letters for the antitrust/competition workstream and the tax workstream may generate sub-matter numbers (e.g., 1041-00003-A, 1041-00003-B), which will be opened at the appropriate time and cross-referenced to this matter.
Section 2: Client Information
Client Full Legal Name: Solara Digital Infrastructure LP
Client Short Name / Common Reference: Solara; SDILP
Entity Type: Limited partnership organized under the Delaware Revised Uniform Limited Partnership Act
Jurisdiction of Formation: State of Delaware
Headquarters Address: 1200 Market Street, Suite 3400, Wilmington, DE 19801
General Partner: Solara Digital GP LLC, a Delaware limited liability company, serving as the sole general partner of Solara Digital Infrastructure LP
Primary Client Contacts:
• Marcus Elliston, Founder & Managing Partner, Solara Digital Infrastructure LP. Mr. Elliston is the senior decision-maker on behalf of the client for all matters relating to this engagement and will serve as the primary point of contact for strategic and transactional decisions.
• Priya Narasimhan, Co-Managing Partner & Chief Investment Officer, Solara Digital Infrastructure LP. Ms. Narasimhan leads investment origination and portfolio management for the firm's flagship funds and will serve as a co-primary contact, particularly with respect to due diligence, valuation, and investment-committee matters.
Client Industry: Private equity — digital infrastructure and enterprise software. Solara Digital Infrastructure LP is a private equity sponsor focused on control investments in digital infrastructure businesses, enterprise software companies, and technology-enabled services platforms.
Assets Under Management (AUM): Approximately $38 billion across six flagship funds, as well as related co-investment vehicles and continuation funds.
Investing Vehicle (Anticipated):
Solara Digital Infrastructure Fund VI LP ("Fund VI"), a Delaware limited partnership; vintage 2022; approximately $12.4 billion of committed capital. Fund VI is the anticipated primary investing vehicle for the proposed acquisition of Cloudium Technologies plc.
• Fund VI General Partner: Solara Fund VI GP LLC, a Delaware limited liability company
• Fund VI EIN: 87-4523190
Co-Investment Vehicle (Anticipated):
Solara Digital Co-Invest VI-A LP, a Delaware limited partnership, to be funded by Fund VI limited partners exercising co-investment rights under the terms of the Fund VI limited partnership agreement. The co-investment vehicle will invest alongside Fund VI in the proposed transaction. The formation documents for the co-investment vehicle may require review and, if necessary, amendment to accommodate the specific terms of the Cloudium acquisition.
Billing Contact at Client: Marcus Elliston (or his designee, to be communicated to the Billing Partner in writing)
Engagement Letter Date: August 14, 2023. The engagement letter was executed concurrently with the submission of this New Matter Opening Form and is on file with the Firm's engagement letter records system.
Section 3: Responsible Attorney / Billing Attorney / Staffing
Responsible Partner: Harrison Wexford, Partner, Mergers & Acquisitions, New York Office. Mr. Wexford will serve as the lead relationship partner and primary attorney responsible for the overall direction, strategy, and management of this engagement. Mr. Wexford has extensive experience representing private equity sponsors in large-cap technology acquisitions and has previously advised Solara on multiple platform investments.
Billing Partner: Beatrice Holloway, Partner, Mergers & Acquisitions, New York Office. Ms. Holloway will oversee all billing matters, including the preparation and review of monthly invoices, coordination with the client's billing contact, and compliance with any outside counsel guidelines or billing requirements provided by the client.
Anticipated Staffing:
• Tiffany Rosenthal, Associate, Mergers & Acquisitions, New York — Lead Associate. Ms. Rosenthal will serve as the lead associate on the transaction and will coordinate day-to-day drafting, due diligence, and document management. Ms. Rosenthal has worked on three prior Solara platform investments and is familiar with the sponsor's transaction processes.
• Andrew Fitzpatrick, Associate, Mergers & Acquisitions, New York — Working Associate. Mr. Fitzpatrick will support due diligence review, ancillary document drafting, and closing logistics. Mr. Fitzpatrick has prior experience in cross-border technology acquisitions and leveraged finance documentation.
• Additional specialist partners and associates are anticipated to be added to the staffing of this matter via supplemental engagement letters as the scope of the engagement expands. The following specialist engagements are currently anticipated:
• Antitrust / Competition Workstream: Elaine Forsythe, Specialist Partner, Antitrust & Competition, Washington, DC Office (anticipated supplemental engagement: November 2023)
• Tax Workstream: Leonard Cross, Specialist Partner, Tax, New York Office (anticipated supplemental engagement: November 2023)
Additional associates, counsel, and support staff may be added to the matter as workstream demands require, in accordance with Firm staffing policies and the terms of the engagement letter.
Supervising Partner for Conflicts Purposes: Harrison Wexford. Mr. Wexford will be responsible for monitoring ongoing conflicts throughout the duration of this engagement and promptly notifying the Firm's General Counsel's Office and Conflicts Committee of any potential or actual conflicts that may arise.
Section 4: Matter Description / Scope of Engagement
Transaction Summary. Calderwood & Harkness LLP has been retained to represent Solara Digital Infrastructure LP and its affiliates (including, without limitation, Solara Digital Infrastructure Fund VI LP, Solara Fund VI GP LLC, and Solara Digital Co-Invest VI-A LP, and any other acquisition vehicles or special purpose entities formed in connection with this transaction) as buy-side counsel in connection with the proposed acquisition (the "Transaction") of Cloudium Technologies plc ("Cloudium" or the "Target"). The Firm will serve as lead outside legal counsel to the buyer on all aspects of the Transaction, subject to the scope limitations and supplemental engagement provisions described herein.
Target Description.
Full Legal Name: Cloudium Technologies plc
Entity Type: Public limited company incorporated under the laws of England and Wales
Company Number (England & Wales): 09734521
Registered Office: 45 Broadwick Street, London W1F 0DB, United Kingdom
US Headquarters: 600 Townsend Street, Suite 800, San Francisco, CA 94103
Stock Exchange: Nasdaq Global Select Market
Ticker Symbol: CLDM
Business Description: Cloudium Technologies plc is a provider of cloud-native enterprise resource planning ("ERP"), customer-relationship management ("CRM"), and business-intelligence ("BI") software-as-a-service ("SaaS") solutions. The Target serves mid-market and enterprise customers across a range of industry verticals, with a product suite that includes integrated financial management, human capital management, supply chain management, customer engagement, and advanced analytics modules. The Target operates on a subscription-based recurring revenue model.
Last Twelve Months ("LTM") Revenue: Approximately $1.6 billion (estimated for the fiscal year ending September 30, 2023, as of the date of engagement opening, based on publicly available financial information and preliminary data shared by the Target in the early stages of transaction discussions)
Employees: Approximately 6,800 globally, distributed across the following principal locations:
• United States (headquarters and principal operations): approximately 2,800 employees
• United Kingdom (Cloudium Technologies UK Ltd.): approximately 1,200 employees
• India (Cloudium Technologies India Pvt. Ltd., Bangalore): approximately 2,400 employees
• Germany (Cloudium Solutions GmbH, Berlin): approximately 400 employees
Key Management:
• Chief Executive Officer: Jonathan Hargrove
• Chief Financial Officer: Sienna Whitfield
• General Counsel: Nadia Chowdhury
• Independent Board Chair: Douglas Pemberton
Anticipated Deal Structure
The proposed Transaction is anticipated to be structured as a reverse triangular merger under the Delaware General Corporation Law ("DGCL"). In the contemplated structure, a newly formed merger subsidiary ("Merger Sub"), which will be a direct or indirect wholly owned subsidiary of Fund VI, will merge with and into Cloudium, with Cloudium surviving as a wholly owned subsidiary of Fund VI (or such other acquisition holding entity as may be determined in connection with tax and structuring advice). The specific entity structure, including the formation of any intermediate holding companies, blocker entities, or other special purpose vehicles, will be developed in consultation with the client and the Firm's Tax practice group and the client's outside accounting and tax advisors.
Anticipated Deal Size
Preliminary indications suggest that the Transaction enterprise value will be in the range of approximately $6 billion to $7 billion, subject to negotiation, final valuation, and the terms of the definitive merger agreement. The Transaction is expected to be financed through a combination of equity commitments from Fund VI (and the co-investment vehicle) and committed debt financing arranged by Meridian Atlantic Bank, N.A. and Ironclad Capital Markets LLC (as described in Section 7 below).
Scope of Representation (Initial)
The Firm's initial scope of representation in connection with this matter encompasses the following workstreams, subject to expansion or modification as the Transaction progresses and as documented in supplemental engagement letters:
1. Definitive Agreement and Ancillary Documents. Negotiation and drafting of the definitive merger agreement and all ancillary transaction documents, including, without limitation, disclosure schedules, voting and support agreements, limited guarantee, equity commitment letter, interim operating covenants, and any other agreements necessary or appropriate to consummate the Transaction.
2. Due Diligence. Comprehensive legal due diligence review of the Target and its subsidiaries, including, without limitation, review of corporate organizational documents, material contracts, intellectual property, real property, employee benefits, employment matters, litigation, regulatory compliance, environmental matters, data privacy and cybersecurity, insurance, and other areas customary for a transaction of this nature and scale.
3. Structuring Advice. Advice regarding the merger structure, entity formation (including Merger Sub, any intermediate holding companies, and related entities), and overall transaction architecture, in coordination with the Firm's Tax practice group and the client's outside accounting and tax advisors.
4. Committed Debt Financing Documentation. Coordination with the client's financial advisor, the lead arrangers, and lenders' counsel regarding the preparation, negotiation, and execution of committed debt financing documentation, including commitment letters, fee letters, and related financing agreements.
5. Equity Commitment Letter and Limited Guarantee. Drafting and negotiation of the equity commitment letter from Fund VI (and any co-investment vehicle) and any limited guarantee to be provided by the sponsor or its affiliates in connection with the Transaction.
6. Rollover Equity Mechanics. Structuring and documentation of rollover equity arrangements for Target management and/or significant Target shareholders anticipated to roll equity into the post-closing entity, including rollover agreements, contribution agreements, stockholders' agreements, and related instruments. Certain members of Target management (including CEO Jonathan Hargrove, holding approximately 4.2% of outstanding shares) and Pinnacle Growth Ventures LLC (holding approximately 11.6% of outstanding shares) are anticipated to participate as rollover investors.
7. Representation-and-Warranty Insurance. Support in the procurement of representation-and-warranty insurance ("R&W Insurance"), including coordination with the R&W insurance broker (Peregrine Advisory Group LLC), review of binder agreements and insurance policy terms, negotiation of policy exclusions and coverage terms, and integration of insurance provisions into the definitive merger agreement.
8. Regulatory Analysis. Analysis of regulatory filing and approval requirements, including:
(a) Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR Act") — pre-merger notification and compliance
(b) United Kingdom Competition and Markets Authority ("UK CMA") — assessment of merger control thresholds and filing requirements
(c) Committee on Foreign Investment in the United States ("CFIUS") — assessment of whether a voluntary filing or mandatory declaration is warranted given the Target's customer base and product offerings (particularly with respect to the Target's US government contractor customer, Aegis Federal Solutions Inc.)
(d) Other foreign regulatory filings, including assessment of German and Indian merger control and foreign investment requirements as applicable
9. SEC / Proxy-Related Review. Review and analysis of Securities and Exchange Commission ("SEC") disclosure requirements applicable to the Transaction, including review of the Target's proxy statement, Schedule 14A filings, and related stockholder approval materials. The Target is listed on the Nasdaq Global Select Market, and the Transaction will require stockholder approval.
10. Closing Mechanics and Post-Closing Integration. Preparation of closing checklists, closing deliverables, funds flow memoranda, officer's certificates, and other closing mechanics documentation. Limited post-closing integration support as agreed with the client.
11. Tax Structuring. Tax structuring advice in connection with the Transaction, including analysis of the merger structure, rollover equity tax treatment (including Section 368 reorganization analysis), and related matters. This workstream is to be staffed via supplemental engagement letter, anticipated for November 2023, under the supervision of Leonard Cross, Specialist Partner, Tax.
12. Antitrust / Competition. Antitrust and competition law advice in connection with the Transaction, including preparation and filing of HSR Act notifications, UK CMA filings, and coordination with foreign antitrust counsel as required. This workstream is to be staffed via supplemental engagement letter, anticipated for November 2023, under the supervision of Elaine Forsythe, Specialist Partner, Antitrust & Competition, Washington, DC.
Section 5: Conflict Check
Conflict Check Completed: Yes
Conflict Check Memorandum Date: August 12, 2023
Conflict Check Prepared By: General Counsel's Office / Conflicts Department, Calderwood & Harkness LLP
The conflicts check was conducted in accordance with the Firm's conflicts-of-interest policies and procedures, including the Firm's New Matter Intake Policy (revised January 2023) and applicable rules of professional conduct governing conflicts of interest in the jurisdictions in which the Firm practices.
Parties Checked:
The following parties and their known affiliates were submitted to the Firm's conflicts database for review:
1. Client and Affiliates:
• Solara Digital Infrastructure LP
• Solara Digital GP LLC
• Solara Digital Infrastructure Fund VI LP
• Solara Fund VI GP LLC
• Solara Digital Co-Invest VI-A LP
2. Target and Known Subsidiaries:
• Cloudium Technologies plc
• Cloudium Technologies UK Ltd.
• Cloudium Technologies India Pvt. Ltd.
• Cloudium Solutions GmbH
3. Significant Target Shareholder / Anticipated Rollover Investor:
• Pinnacle Growth Ventures LLC (Managing Member: Evelyn Carmichael); holder of approximately 11.6% of Cloudium outstanding shares
4. Target Management (Anticipated Rollover Participant):
• Jonathan Hargrove, Chief Executive Officer of Cloudium Technologies plc; holder of approximately 4.2% of Cloudium outstanding shares
5. Anticipated Target Counsel:
• Ridgeway Phelps & Sato LLP (Lead M&A Partner: Catherine Answorth, New York; Lead UK Corporate Partner: Alistair Fenn, London)
6. Anticipated Buyer's Financial Advisor:
• Osprey Bancroft & Co. (Lead: Damien Harlow, Managing Director)
7. Anticipated Tarvex Financial Advisor:
• Veridian Partners LLC (Lead: Monica Pressler, Managing Director)
8. Known Potential Lenders:
• Meridian Atlantic Bank, N.A.
• Ironclad Capital Markets LLC
9. Target's Auditors:
• Harwell & Dobson LLP (Lead Engagement Partner: Martin Chisholm)
Conflict Check Result: Cleared. No disqualifying conflicts of interest were identified. Certain informational conflicts were noted in the course of the conflicts review; these informational conflicts have been reviewed by the Conflicts Committee and the General Counsel's Office and have been determined to be non-disqualifying. Such informational conflicts have been waived in accordance with the Firm's conflicts-of-interest policies. Full details of the informational conflicts identified and the basis for their resolution are set forth in the Conflict Check Memorandum dated August 12, 2023, which is on file with the General Counsel's Office.
Engagement Letter Executed: Yes. The engagement letter was executed by the client and the Firm on August 14, 2023, and is on file with the Firm's engagement letter records system.
Section 6: Adverse / Other Parties
The following parties have been identified as adverse parties, Target-side participants, or other relevant third parties in connection with the Transaction. This list is based on information available as of the date of this form and will be updated as additional parties are identified.
Target (Adverse).
Cloudium Technologies plc 45 Broadwick Street, London W1F 0DB, United Kingdom 600 Townsend Street, Suite 800, San Francisco, CA 94103, United States
Target's Counsel.
Ridgeway Phelps & Sato LLP 375 Park Avenue, New York, NY 10152 (New York Office) 1 Angel Court, London EC2R 7HJ (London Office)
• Lead M&A Partner: Catherine Answorth (New York)
• Lead UK Corporate Partner: Alistair Fenn (London)
• Lead Antitrust Partner: Robert Tillman (Washington, DC)
Target's Financial Advisor
Veridian Partners LLC 50 Rockefeller Plaza, New York, NY 10020
• Lead: Monica Pressler, Managing Director
Target's Auditor.
Harwell & Dobson LLP 200 Clarendon Street, Boston, MA 02116 (US Office) 1 Finsbury Avenue, London EC2M 2PF (London Office)
• Lead Engagement Partner: Martin Chisholm
Significant Target Shareholder (Anticipated Rollover Investor)
Pinnacle Growth Ventures LLC 777 Third Avenue, 28th Floor, New York, NY 10017
• Managing Member: Evelyn Carmichael
• Pinnacle holds approximately 11.6% of Cloudium outstanding shares and is anticipated to participate as a rollover equity investor in the post-closing entity
Target's Existing Lender
Atlas Commercial Lending Corp. 300 Vesey Street, New York, NY 10281
• Atlas serves as the administrative agent under the existing Cloudium credit agreement dated March 15, 2021. The existing Cloudium indebtedness under this credit agreement is approximately $820 million and is expected to be repaid in full at the closing of the Transaction.
Proxy Solicitor (Target)
Blackthorn Proxy Advisors LLC 105 Madison Avenue, New York, NY 10016
Transfer Agent (Target)
Cascade Corporate Services Inc. 6201 15th Avenue, Brooklyn, NY 11219
Section 7: Co-Counsel and Other Advisors (Our Client's Side)
The following firms and advisors have been identified as co-counsel and other professional advisors retained or expected to be retained on behalf of our client in connection with the Transaction. Coordination with these advisors will be an ongoing responsibility of the deal team.
Buyer's Financial Advisor
Osprey Bancroft & Co. 280 Park Avenue, New York, NY 10017
• Lead: Damien Harlow, Managing Director, Technology M&A
Osprey Bancroft & Co. has been engaged by Solara to serve as exclusive financial advisor to the buyer in connection with the Transaction. The Firm will coordinate closely with Osprey Bancroft on valuation, negotiation strategy, and transaction structuring.
Anticipated Lead Arranger / Administrative Agent (Debt Financing)
Meridian Atlantic Bank, N.A. 383 Madison Avenue, New York, NY 10179
• Lead: Graham Whitaker, Managing Director, Leveraged Finance
Meridian Atlantic Bank, N.A. is anticipated to serve as the lead arranger and administrative agent for the committed debt financing package in support of the Transaction. The debt financing package is expected to include a combination of senior secured term loan facilities and, potentially, a senior unsecured or subordinated bridge facility, the terms of which will be set forth in a commitment letter to be negotiated and executed prior to signing of the definitive merger agreement.
Anticipated Co-Arranger (Debt Financing)
Ironclad Capital Markets LLC 200 West Street, New York, NY 10282
• Lead: Samuel Diaz, Director, Leveraged Finance
Ironclad Capital Markets LLC is anticipated to serve as a co-arranger under the committed debt financing package alongside Meridian Atlantic Bank, N.A.
Anticipated Lenders' Counsel
Winthrop & Hale LLP 901 New York Avenue NW, Washington, DC 20001 (Washington, DC Office) 125 Old Broad Street, London EC2N 1AR (London Office)
• Lead: Christine Novak, Partner
Winthrop & Hale LLP is anticipated to serve as counsel to the lead arrangers and lenders in connection with the committed debt financing. The Firm will coordinate with Winthrop & Hale on the financing documentation, including the commitment letter, fee letter, and definitive credit agreement.
Anticipated Buyer's UK Regulatory Counsel
Albright & Kerr LLP 5 New Street Square, London EC4A 3TW
• Lead: Fiona McAllister, Partner
Albright & Kerr LLP is anticipated to be engaged to provide UK regulatory counsel services, including advice on UK CMA merger control filings, UK foreign investment screening (National Security and Investment Act 2021, if applicable), and other UK regulatory matters arising in connection with the Transaction.
Anticipated Buyer's Accounting / Tax Advisor
Glenmore Thornton LLP 30 Hudson Yards, New York, NY 10001 (New York Office) 1 More London Place, London SE1 2AF (London Office)
• Lead Partners:
• Richard Okamura, Partner, Transaction Tax
• Vanessa Liu, Partner, Financial Due Diligence
Glenmore Thornton LLP has been or is expected to be engaged by Solara to provide financial due diligence, quality of earnings analysis, tax due diligence, and transaction tax structuring advisory services in connection with the Transaction.
Anticipated R&W Insurance Broker
Peregrine Advisory Group LLC 1166 Avenue of the Americas, New York, NY 10036
• Lead: Timothy Gallagher, Managing Director
Peregrine Advisory Group LLC is anticipated to serve as the broker for representation-and-warranty insurance in connection with the Transaction. Peregrine will manage the marketing process, coordinate with prospective underwriters, and negotiate policy terms on behalf of the buyer.
Anticipated R&W Insurance Carrier
To be determined during the underwriting process. The following carrier has been identified as the lead candidate:
Northfield Assurance Ltd. 30 St Mary Axe, London EC3A 8BF
• Lead: Patrick Graves, Senior Vice President, Transactional Risk
The R&W insurance policy is expected to be a buy-side policy, with coverage terms and exclusions to be negotiated during the underwriting process and integrated into the definitive merger agreement.
Anticipated Escrow Agent
Cobalt Trust Company 100 Wall Street, New York, NY 10005
• Lead: Laura Ng, Vice President, Escrow Services
Cobalt Trust Company is anticipated to serve as escrow agent for any escrow arrangements required in connection with the Transaction, including any indemnification escrow or purchase price adjustment escrow established pursuant to the definitive merger agreement.
Section 8: Billing and Fee Arrangements
Fee Arrangement: Hourly rates, as set forth in the engagement letter dated August 14, 2023. Standard hourly rates for all timekeepers assigned to this matter will apply, subject to any negotiated adjustments or discounts reflected in the engagement letter. The engagement letter is on file with the Firm's engagement letter records system and the Billing Partner's files.
Billing Frequency: Monthly. Invoices will be prepared and submitted to the client on a monthly basis in accordance with the Firm's standard billing cycle. All invoices will be reviewed and approved by the Billing Partner prior to submission to the client.
Billing Partner: Beatrice Holloway, Partner, Mergers & Acquisitions, New York Office
Estimated Budget Range: To be discussed with the client. Given the scope and complexity of the Transaction — including significant document volume across the M&A, financing, tax, regulatory, and closing workstreams, as well as the cross-border dimensions of the engagement — a detailed budget estimate will be prepared by the deal team in consultation with the Billing Partner and presented to the client at an early stage of the engagement. Budget estimates will be updated periodically as the Transaction progresses and the scope of work becomes more defined.
Retainer / Advance: Per the terms set forth in the engagement letter dated August 14, 2023.
Expense Reimbursement: The client will reimburse the Firm for customary disbursements and out-of-pocket expenses incurred in connection with the engagement, including, without limitation, travel expenses, regulatory filing fees, third-party vendor charges (including document management, data room, and e-discovery vendors), courier and delivery charges, and other reasonable expenses, all as set forth in the engagement letter.
Special Billing Instructions: None at present. The client may, from time to time, request matter-level cost reports, detailed timekeeper reports, or other billing analyses. Any such requests will be coordinated through the Billing Partner and the Firm's finance department.