1041-00003 · Solara Digital Infrastructure LP · Post-Closing

nasdaq-delisting-form-25.docx DOCUMENT M&A / Corporate

96 / 155 ← → ✕

Contract analysis Extract to table

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 25

NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934

Filed pursuant to Section 12(d) of the Securities Exchange Act of 1934 and Rule 12d2-2 promulgated thereunder

Commission File Number: 001-38742

Date of Filing: July 10, 2024

Item 1 — Name of Issuer

Full Legal Name of Issuer: Cloudium Technologies plc

State or Other Jurisdiction of Incorporation or Organization: England and Wales

Company Number (England and Wales): 09734521

IRS Employer Identification Number (EIN): 83-2196754

Address of Principal Executive Offices:

Registered Office: 45 Broadwick Street London W1F 0DB United Kingdom

U.S. Headquarters: 600 Townsend Street, Suite 800 San Francisco, California 94103 United States of America

Item 2 — Title of Each Class of Securities Being Removed from Listing and/or Registration

The following table sets forth the title of each class of securities being removed from listing and/or registration, the applicable ticker symbol, and the name of the exchange from which such class is being removed:

No other class of securities of Cloudium Technologies plc is currently listed on the Nasdaq Global Select Market or any other national securities exchange.

Item 3 — Rule 12d2-2(b) Certification

The issuer hereby certifies that this Form 25 is being filed following the completion of a transaction that resulted in the issuer becoming a wholly owned subsidiary of another entity, thereby warranting the removal of the issuer's common stock from listing on the Nasdaq Global Select Market.

Specifically, on July 9, 2024, Cloudium Technologies plc (the "Company") completed a reverse triangular merger (the "Merger") pursuant to the terms and conditions of that certain Agreement and Plan of Merger, dated as of January 22, 2024 (the "Merger Agreement"), by and among (i) Cloudium Technologies plc, (ii) Stratos Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Solara Digital Infrastructure Fund VI LP ("Merger Sub"), and (iii) Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership ("Parent"). Pursuant to the Merger Agreement, Merger Sub merged with and into Cloudium Technologies plc, with Cloudium Technologies plc continuing as the surviving corporation and a wholly owned subsidiary of Parent.

At the effective time of the Merger (11:59 p.m. Eastern Time on July 9, 2024) (the "Effective Time"), by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub, or the holders of any securities of the Company:

(a) Each share of common stock of the Company issued and outstanding immediately prior to the Effective Time (other than (i) shares held by the Company as treasury shares, (ii) shares owned directly or indirectly by Parent or Merger Sub, (iii) shares subject to rollover agreements entered into by certain members of the Company's management and board of directors in connection with the Merger, and (iv) shares held by stockholders who properly exercised and perfected appraisal rights under applicable law and did not withdraw or otherwise lose such appraisal rights) was automatically cancelled and converted into the right to receive $36.92 per share in cash, without interest and subject to any applicable withholding taxes (the "Per Share Merger Consideration").

(b) Each share of common stock of the Company held by the Company as treasury shares or owned directly or indirectly by Parent or Merger Sub immediately prior to the Effective Time was automatically cancelled and retired and ceased to exist, and no consideration was delivered in exchange therefor.

(c) Each outstanding share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time was converted into one share of common stock of the surviving corporation.

As of the date of the execution of the Merger Agreement, there were approximately 184,200,000 shares of common stock of the Company issued and outstanding. The aggregate deal value of the transaction was approximately $6,800,000,000, inclusive of the Per Share Merger Consideration payable with respect to outstanding shares, the cash payable in respect of vested equity awards, and the assumption or cancellation of other outstanding equity-based compensation awards, in each case as set forth in the Merger Agreement.

The Certificate of Merger was duly filed with the Secretary of State of the State of Delaware on July 9, 2024, and became effective at 11:59 p.m. Eastern Time on July 9, 2024.

As a result of the consummation of the Merger, Cloudium Technologies plc is no longer a publicly held company. All shares of common stock of the Company previously outstanding (other than as set forth in clause (a) above) have been cancelled and converted into the right to receive the Per Share Merger Consideration. There is no further public trading market for the common stock of the Company, and accordingly, continued listing of the common stock on the Nasdaq Global Select Market is neither necessary nor appropriate.

Item 4 — Effective Date of Removal from Listing

The issuer hereby requests that the removal of its common stock (ticker symbol: CLDM) from listing on the Nasdaq Global Select Market become effective as of the opening of business on July 10, 2024, or at such later date as may be permitted or required by applicable rules of the Securities and Exchange Commission (the "Commission"). The issuer acknowledges that, pursuant to Rule 12d2-2(a) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the removal from listing shall become effective ten (10) days after the date of the filing of this Form 25 with the Commission, unless the Commission postpones such date.

The issuer further notes that, pursuant to Rule 12d2-2(d) promulgated under the Exchange Act, the duty of the issuer to file reports under Section 13(a) of the Exchange Act with respect to the class of common stock being removed from listing shall be suspended ninety (90) days after the filing of this Form 25, subject to the provisions of such rule. The issuer anticipates filing a Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports under Sections 13 and 15(d) of the Securities Exchange Act of 1934 on Form 15 with the Commission on or about July 30, 2024, to effectuate the suspension of its reporting obligations under Sections 13(a) and 15(d) of the Exchange Act with respect to such class of securities.

Item 5 — Reason for Removal from Listing

The common stock of Cloudium Technologies plc is being removed from listing on the Nasdaq Global Select Market because the issuer has been acquired in a going-private merger transaction. Following the completion of the Merger on July 9, 2024:

(a) All outstanding shares of common stock of the Company (other than rollover shares and shares held by stockholders who properly exercised and perfected appraisal rights under applicable law) have been cancelled and converted into the right to receive the Per Share Merger Consideration of $36.92 per share in cash, without interest;

(b) Cloudium Technologies plc is now a wholly owned subsidiary of Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership;

(c) There is no remaining public float of the Company's common stock, and no further basis exists for continued listing of the common stock on the Nasdaq Global Select Market or any other national securities exchange; and

(d) No holder of the Company's common stock retains any equity interest in the Company (other than holders of rollover shares who exchanged their shares for equity interests in a parent holding entity of Parent, as contemplated by the rollover agreements described in the Merger Agreement and the Definitive Proxy Statement).

Letters of Transmittal, together with instructions for the surrender of former stock certificates and book-entry shares in exchange for the Per Share Merger Consideration, were mailed to former stockholders of the Company on July 10, 2024, by Cascade Corporate Services Inc., which serves as the paying agent and exchange agent for the Merger. Cascade Corporate Services Inc. is located at 6201 15th Avenue, Brooklyn, New York 11219.

The stockholders of Cloudium Technologies plc approved the Merger and adopted the Merger Agreement at a special meeting of stockholders held on May 20, 2024 (the "Special Meeting"). At the Special Meeting, approximately 82.4% of the shares of common stock present in person or represented by proxy and entitled to vote on the proposal were cast in favor of the adoption of the Merger Agreement. The quorum requirement for the Special Meeting was satisfied, with holders of shares representing in excess of a majority of the outstanding shares of common stock entitled to vote at the Special Meeting present in person or represented by proxy.

Item 6 — Additional Information Regarding the Transaction

The Merger was consummated on July 9, 2024, following the satisfaction or waiver of all conditions to closing set forth in Article VII of the Merger Agreement, including, without limitation, the following:

(a) Hart-Scott-Rodino Antitrust Improvements Act of 1976. The initial thirty (30)-day waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), applicable to the consummation of the Merger expired at 11:59 p.m. Eastern Time on March 11, 2024. No request for additional information or documentary material (commonly referred to as a "Second Request") was issued by either the Federal Trade Commission or the Antitrust Division of the United States Department of Justice in connection with the Merger.

(b) United Kingdom Competition and Markets Authority. On April 3, 2024, the United Kingdom Competition and Markets Authority (the "CMA") issued an unconditional Phase 1 clearance decision in respect of the Merger (CMA Case No. ME/7184/24), confirming that the Merger does not give rise to a realistic prospect of a substantial lessening of competition within any market or markets in the United Kingdom. No conditions, undertakings, or remedies were imposed in connection with such clearance.

(c) Stockholder Approval. The stockholders of Cloudium Technologies plc duly approved the Merger and adopted the Merger Agreement at the Special Meeting held on May 20, 2024, as described in Item 5 above.

(d) Other Conditions Precedent. All other conditions precedent to the obligation of the parties to consummate the Merger as set forth in the Merger Agreement were satisfied or waived at or prior to the closing, including, without limitation: (i) the accuracy of the representations and warranties of the parties (subject to applicable materiality and material adverse effect qualifications); (ii) the performance in all material respects of the covenants and agreements of the parties required to be performed at or prior to the closing; (iii) the absence of any law, order, injunction, or decree restraining, enjoining, or otherwise prohibiting the consummation of the Merger; (iv) the receipt of required consents under specified material contracts of the Company; and (v) the absence of a Company Material Adverse Effect (as defined in the Merger Agreement) since the date of the Merger Agreement.

Repayment of Existing Indebtedness. In connection with the closing of the Merger, the existing indebtedness of Cloudium Technologies plc in the aggregate principal amount of $820,000,000 under that certain Credit Agreement, dated as of March 15, 2021 (as amended, restated, supplemented, or otherwise modified from time to time prior to the closing), among the Company, Atlas Commercial Lending Corp. as administrative agent, and the lenders from time to time party thereto, was repaid in full at the closing, and all commitments thereunder were terminated, all security interests and liens granted in connection therewith were released, and all guarantees in respect thereof were discharged.

New Financing. The acquisition was financed, in part, with proceeds from new financing provided under that certain Credit Agreement, dated as of July 9, 2024 (the "New Credit Agreement"), by and among Cloudium Technologies plc (as Borrower), Meridian Atlantic Bank, N.A. (as Administrative Agent), Ironclad Capital Markets LLC (as Co-Arranger), and the several lenders from time to time party thereto. The New Credit Agreement provides for the following facilities:

The Term Loan B Facility was funded in full at the closing and the proceeds thereof were used, together with equity contributions from Parent and its affiliated co-investors, to finance the Per Share Merger Consideration, to repay the Company's existing indebtedness as described above, and to pay fees, costs, and expenses incurred in connection with the Merger and the related financing transactions. The Revolving Credit Facility was undrawn at the closing, other than with respect to certain letters of credit that were deemed issued thereunder.

Escrow Fund. In accordance with the terms of the Merger Agreement, an escrow fund in the aggregate amount of $544,000,000 (the "Escrow Fund") was deposited with Cobalt Trust Company, N.A., as escrow agent, at the closing. The Escrow Fund serves as the sole and exclusive source of recovery by Parent for post-closing indemnification claims under Article IX of the Merger Agreement, subject to certain limitations and exceptions set forth therein, including a deductible basket of $68,000,000, an individual claim threshold of $500,000, and a cap on indemnifiable losses equal to the amount of the Escrow Fund. The Escrow Fund is to be released in accordance with the terms of the Escrow Agreement, dated as of July 9, 2024, by and among Parent, the Stockholder Representative (as defined in the Merger Agreement), and Cobalt Trust Company, N.A., as escrow agent.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the issuer has duly caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

CLOUDIUM TECHNOLOGIES PLC

By: ________

Name: Priya S. Anand

Title: General Counsel and Company Secretary

Date: July 10, 2024

EXHIBIT INDEX

No exhibits are required to be filed with this Form 25. However, for informational purposes, reference is made to the following documents previously filed by Cloudium Technologies plc with the Securities and Exchange Commission, each of which is publicly available through the Commission's Electronic Data Gathering, Analysis, and Retrieval ("EDGAR") system:

The foregoing documents are incorporated herein by reference solely for informational purposes and do not constitute exhibits to this Form 25.

INTERNAL MEMORANDUM — NOT PART OF FILED FORM 25 CALDERWOOD & HARKNESS LLP PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

Calderwood & Harkness LLP — Internal Review Notation

Matter No.: 1041-00003

Client: Solara Digital Infrastructure Fund VI LP / Stratos Merger Sub Inc.

Subject: Form 25 — Cloudium Technologies plc Delisting from Nasdaq Global Select Market

Filing Date: July 10, 2024

Document Review and Preparation:

This Form 25 was prepared and reviewed by the following personnel of Calderwood & Harkness LLP:

• Harrison Wexford — Responsible Partner, M&A Practice Group

• Tiffany Rosenthal — Lead Associate, M&A Practice Group (primary drafter)

• Andrew Fitzpatrick — Working Associate, M&A Practice Group (review and citation verification)

Coordination with Issuer's Counsel:

The filing was prepared in coordination with Ridgeway Phelps & Sato LLP, counsel to Cloudium Technologies plc (the target company), and the following attorneys at such firm:

• Catherine Answorth — Lead M&A Partner (issuer authorization and board resolutions)

• Alistair Fenn — Senior Associate, M&A Practice Group (issuer-side review of filing)

Ridgeway Phelps & Sato LLP confirmed that the board of directors of Cloudium Technologies plc (as reconstituted following the closing of the Merger) duly authorized the filing of this Form 25 by unanimous written consent, dated July 9, 2024. A copy of such written consent has been retained in the transaction closing set maintained by Calderwood & Harkness LLP.

Filing Confirmation:

This Form 25 was filed electronically with the Securities and Exchange Commission via the EDGAR filing system on July 10, 2024. The filing was confirmed as accepted by EDGAR at approximately 10:47 a.m. Eastern Time on July 10, 2024. The EDGAR accession number for the filing is 0001193125-24-172843.

Next Steps:

1. Form 15 Filing (SEC Deregistration). A Certification and Notice of Termination of Registration on Form 15 under Section 12(g) of the Exchange Act, or Suspension of Duty to File Reports under Sections 13 and 15(d) of the Exchange Act, is anticipated to be filed with the Commission on or about July 30, 2024. Tiffany Rosenthal (Calderwood & Harkness LLP) and Alistair Fenn (Ridgeway Phelps & Sato LLP) will coordinate the preparation and filing of Form 15. Pursuant to Rule 12g-4 and Rule 12h-3 under the Exchange Act, the filing of Form 15 will immediately suspend the Company's reporting obligations under Sections 13(a) and 15(d) of the Exchange Act, provided that such obligations have not already been suspended by operation of Rule 12d2-2(d) ninety (90) days after the filing of this Form 25.

2. Transfer Agent Coordination. Cascade Corporate Services Inc. (6201 15th Avenue, Brooklyn, New York 11219; Contact: Martin DiGiacomo, Vice President, Corporate Actions) has confirmed the commencement of distribution of Letters of Transmittal to former stockholders of Cloudium Technologies plc as of July 10, 2024. Cascade has further confirmed that the payment fund in the aggregate amount necessary to pay the Per Share Merger Consideration to all former stockholders (including amounts deposited in the Escrow Fund) has been received and is on deposit in a segregated account maintained at Meridian Atlantic Bank, N.A.

3. DTCC Coordination. The Depository Trust Company ("DTC") has been notified of the Merger and the cancellation of all outstanding shares of common stock of Cloudium Technologies plc held through DTC. The CUSIP number G2347R109 associated with the Company's common stock has been flagged for deletion and will be retired following the completion of the exchange process. Calderwood & Harkness LLP will coordinate with Cascade Corporate Services Inc. to confirm the final reconciliation of shares surrendered through DTC and the distribution of merger consideration through DTC's same-day funds settlement system.

4. Final 8-K and 10-Q/10-K Compliance. The Company's obligations to file periodic and current reports under the Exchange Act remain in effect until the earlier of (a) the effective date of the Form 15 filing and (b) ninety (90) days after the filing of this Form 25. The Company will file any required current reports on Form 8-K during such period. Andrew Fitzpatrick (Calderwood & Harkness LLP) will monitor for any additional filing obligations that may arise prior to the suspension of reporting obligations.

Distribution:

This internal notation is for the use of Calderwood & Harkness LLP and Ridgeway Phelps & Sato LLP personnel assigned to Matter No. 1041-00003 only. This notation is subject to the attorney-client privilege and the work product doctrine and is not to be disclosed to any third party without the prior written consent of the Responsible Partner.

Reviewed and Approved:

________________________________________

Tiffany Rosenthal Lead Associate, M&A Practice Group Calderwood & Harkness LLP

________________________________________

Andrew Fitzpatrick Working Associate, M&A Practice Group Calderwood & Harkness LLP

Date: July 10, 2024

Title of Class	Ticker Symbol	Exchange
Common Stock (ordinary shares, nominal value £0.01 per share)	CLDM	Nasdaq Global Select Market
Facility	Commitment Amount
Term Loan B Facility	$3,740,000,000
Revolving Credit Facility	$500,000,000
Total	$4,240,000,000
Reference No.	Document	Filing Date
1.	Agreement and Plan of Merger, dated as of January 22, 2024, by and among Cloudium Technologies plc, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP (filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Cloudium Technologies plc on January 23, 2024)	January 23, 2024
2.	Definitive Proxy Statement on Schedule 14A, filed by Cloudium Technologies plc with the Commission in connection with the Special Meeting of Stockholders held on May 20, 2024	April 15, 2024
3.	Current Report on Form 8-K filed by Cloudium Technologies plc, announcing the completion of the Merger	July 9, 2024

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 25
NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed pursuant to Section 12(d) of the Securities Exchange Act of 1934 and Rule 12d2-2 promulgated thereunder
Commission File Number: 001-38742
Date of Filing: July 10, 2024
Item 1 — Name of Issuer
Full Legal Name of Issuer: Cloudium Technologies plc
State or Other Jurisdiction of Incorporation or Organization: England and Wales
Company Number (England and Wales): 09734521
IRS Employer Identification Number (EIN): 83-2196754
Address of Principal Executive Offices:
Registered Office: 45 Broadwick Street London W1F 0DB United Kingdom
U.S. Headquarters: 600 Townsend Street, Suite 800 San Francisco, California 94103 United States of America
Item 2 — Title of Each Class of Securities Being Removed from Listing and/or Registration
The following table sets forth the title of each class of securities being removed from listing and/or registration, the applicable ticker symbol, and the name of the exchange from which such class is being removed:
No other class of securities of Cloudium Technologies plc is currently listed on the Nasdaq Global Select Market or any other national securities exchange.
Item 3 — Rule 12d2-2(b) Certification
The issuer hereby certifies that this Form 25 is being filed following the completion of a transaction that resulted in the issuer becoming a wholly owned subsidiary of another entity, thereby warranting the removal of the issuer's common stock from listing on the Nasdaq Global Select Market.
Specifically, on July 9, 2024, Cloudium Technologies plc (the "Company") completed a reverse triangular merger (the "Merger") pursuant to the terms and conditions of that certain Agreement and Plan of Merger, dated as of January 22, 2024 (the "Merger Agreement"), by and among (i) Cloudium Technologies plc, (ii) Stratos Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Solara Digital Infrastructure Fund VI LP ("Merger Sub"), and (iii) Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership ("Parent"). Pursuant to the Merger Agreement, Merger Sub merged with and into Cloudium Technologies plc, with Cloudium Technologies plc continuing as the surviving corporation and a wholly owned subsidiary of Parent.
At the effective time of the Merger (11:59 p.m. Eastern Time on July 9, 2024) (the "Effective Time"), by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub, or the holders of any securities of the Company:
(a) Each share of common stock of the Company issued and outstanding immediately prior to the Effective Time (other than (i) shares held by the Company as treasury shares, (ii) shares owned directly or indirectly by Parent or Merger Sub, (iii) shares subject to rollover agreements entered into by certain members of the Company's management and board of directors in connection with the Merger, and (iv) shares held by stockholders who properly exercised and perfected appraisal rights under applicable law and did not withdraw or otherwise lose such appraisal rights) was automatically cancelled and converted into the right to receive $36.92 per share in cash, without interest and subject to any applicable withholding taxes (the "Per Share Merger Consideration").
(b) Each share of common stock of the Company held by the Company as treasury shares or owned directly or indirectly by Parent or Merger Sub immediately prior to the Effective Time was automatically cancelled and retired and ceased to exist, and no consideration was delivered in exchange therefor.
(c) Each outstanding share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time was converted into one share of common stock of the surviving corporation.
As of the date of the execution of the Merger Agreement, there were approximately 184,200,000 shares of common stock of the Company issued and outstanding. The aggregate deal value of the transaction was approximately $6,800,000,000, inclusive of the Per Share Merger Consideration payable with respect to outstanding shares, the cash payable in respect of vested equity awards, and the assumption or cancellation of other outstanding equity-based compensation awards, in each case as set forth in the Merger Agreement.
The Certificate of Merger was duly filed with the Secretary of State of the State of Delaware on July 9, 2024, and became effective at 11:59 p.m. Eastern Time on July 9, 2024.
As a result of the consummation of the Merger, Cloudium Technologies plc is no longer a publicly held company. All shares of common stock of the Company previously outstanding (other than as set forth in clause (a) above) have been cancelled and converted into the right to receive the Per Share Merger Consideration. There is no further public trading market for the common stock of the Company, and accordingly, continued listing of the common stock on the Nasdaq Global Select Market is neither necessary nor appropriate.
Item 4 — Effective Date of Removal from Listing
The issuer hereby requests that the removal of its common stock (ticker symbol: CLDM) from listing on the Nasdaq Global Select Market become effective as of the opening of business on July 10, 2024, or at such later date as may be permitted or required by applicable rules of the Securities and Exchange Commission (the "Commission"). The issuer acknowledges that, pursuant to Rule 12d2-2(a) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the removal from listing shall become effective ten (10) days after the date of the filing of this Form 25 with the Commission, unless the Commission postpones such date.
The issuer further notes that, pursuant to Rule 12d2-2(d) promulgated under the Exchange Act, the duty of the issuer to file reports under Section 13(a) of the Exchange Act with respect to the class of common stock being removed from listing shall be suspended ninety (90) days after the filing of this Form 25, subject to the provisions of such rule. The issuer anticipates filing a Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports under Sections 13 and 15(d) of the Securities Exchange Act of 1934 on Form 15 with the Commission on or about July 30, 2024, to effectuate the suspension of its reporting obligations under Sections 13(a) and 15(d) of the Exchange Act with respect to such class of securities.
Item 5 — Reason for Removal from Listing
The common stock of Cloudium Technologies plc is being removed from listing on the Nasdaq Global Select Market because the issuer has been acquired in a going-private merger transaction. Following the completion of the Merger on July 9, 2024:
(a) All outstanding shares of common stock of the Company (other than rollover shares and shares held by stockholders who properly exercised and perfected appraisal rights under applicable law) have been cancelled and converted into the right to receive the Per Share Merger Consideration of $36.92 per share in cash, without interest;
(b) Cloudium Technologies plc is now a wholly owned subsidiary of Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership;
(c) There is no remaining public float of the Company's common stock, and no further basis exists for continued listing of the common stock on the Nasdaq Global Select Market or any other national securities exchange; and
(d) No holder of the Company's common stock retains any equity interest in the Company (other than holders of rollover shares who exchanged their shares for equity interests in a parent holding entity of Parent, as contemplated by the rollover agreements described in the Merger Agreement and the Definitive Proxy Statement).
Letters of Transmittal, together with instructions for the surrender of former stock certificates and book-entry shares in exchange for the Per Share Merger Consideration, were mailed to former stockholders of the Company on July 10, 2024, by Cascade Corporate Services Inc., which serves as the paying agent and exchange agent for the Merger. Cascade Corporate Services Inc. is located at 6201 15th Avenue, Brooklyn, New York 11219.
The stockholders of Cloudium Technologies plc approved the Merger and adopted the Merger Agreement at a special meeting of stockholders held on May 20, 2024 (the "Special Meeting"). At the Special Meeting, approximately 82.4% of the shares of common stock present in person or represented by proxy and entitled to vote on the proposal were cast in favor of the adoption of the Merger Agreement. The quorum requirement for the Special Meeting was satisfied, with holders of shares representing in excess of a majority of the outstanding shares of common stock entitled to vote at the Special Meeting present in person or represented by proxy.
Item 6 — Additional Information Regarding the Transaction
The Merger was consummated on July 9, 2024, following the satisfaction or waiver of all conditions to closing set forth in Article VII of the Merger Agreement, including, without limitation, the following:
(a) Hart-Scott-Rodino Antitrust Improvements Act of 1976. The initial thirty (30)-day waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), applicable to the consummation of the Merger expired at 11:59 p.m. Eastern Time on March 11, 2024. No request for additional information or documentary material (commonly referred to as a "Second Request") was issued by either the Federal Trade Commission or the Antitrust Division of the United States Department of Justice in connection with the Merger.
(b) United Kingdom Competition and Markets Authority. On April 3, 2024, the United Kingdom Competition and Markets Authority (the "CMA") issued an unconditional Phase 1 clearance decision in respect of the Merger (CMA Case No. ME/7184/24), confirming that the Merger does not give rise to a realistic prospect of a substantial lessening of competition within any market or markets in the United Kingdom. No conditions, undertakings, or remedies were imposed in connection with such clearance.
(c) Stockholder Approval. The stockholders of Cloudium Technologies plc duly approved the Merger and adopted the Merger Agreement at the Special Meeting held on May 20, 2024, as described in Item 5 above.
(d) Other Conditions Precedent. All other conditions precedent to the obligation of the parties to consummate the Merger as set forth in the Merger Agreement were satisfied or waived at or prior to the closing, including, without limitation: (i) the accuracy of the representations and warranties of the parties (subject to applicable materiality and material adverse effect qualifications); (ii) the performance in all material respects of the covenants and agreements of the parties required to be performed at or prior to the closing; (iii) the absence of any law, order, injunction, or decree restraining, enjoining, or otherwise prohibiting the consummation of the Merger; (iv) the receipt of required consents under specified material contracts of the Company; and (v) the absence of a Company Material Adverse Effect (as defined in the Merger Agreement) since the date of the Merger Agreement.
Repayment of Existing Indebtedness. In connection with the closing of the Merger, the existing indebtedness of Cloudium Technologies plc in the aggregate principal amount of $820,000,000 under that certain Credit Agreement, dated as of March 15, 2021 (as amended, restated, supplemented, or otherwise modified from time to time prior to the closing), among the Company, Atlas Commercial Lending Corp. as administrative agent, and the lenders from time to time party thereto, was repaid in full at the closing, and all commitments thereunder were terminated, all security interests and liens granted in connection therewith were released, and all guarantees in respect thereof were discharged.
New Financing. The acquisition was financed, in part, with proceeds from new financing provided under that certain Credit Agreement, dated as of July 9, 2024 (the "New Credit Agreement"), by and among Cloudium Technologies plc (as Borrower), Meridian Atlantic Bank, N.A. (as Administrative Agent), Ironclad Capital Markets LLC (as Co-Arranger), and the several lenders from time to time party thereto. The New Credit Agreement provides for the following facilities:
The Term Loan B Facility was funded in full at the closing and the proceeds thereof were used, together with equity contributions from Parent and its affiliated co-investors, to finance the Per Share Merger Consideration, to repay the Company's existing indebtedness as described above, and to pay fees, costs, and expenses incurred in connection with the Merger and the related financing transactions. The Revolving Credit Facility was undrawn at the closing, other than with respect to certain letters of credit that were deemed issued thereunder.
Escrow Fund. In accordance with the terms of the Merger Agreement, an escrow fund in the aggregate amount of $544,000,000 (the "Escrow Fund") was deposited with Cobalt Trust Company, N.A., as escrow agent, at the closing. The Escrow Fund serves as the sole and exclusive source of recovery by Parent for post-closing indemnification claims under Article IX of the Merger Agreement, subject to certain limitations and exceptions set forth therein, including a deductible basket of $68,000,000, an individual claim threshold of $500,000, and a cap on indemnifiable losses equal to the amount of the Escrow Fund. The Escrow Fund is to be released in accordance with the terms of the Escrow Agreement, dated as of July 9, 2024, by and among Parent, the Stockholder Representative (as defined in the Merger Agreement), and Cobalt Trust Company, N.A., as escrow agent.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the issuer has duly caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
CLOUDIUM TECHNOLOGIES PLC
By: ________
Name: Priya S. Anand
Title: General Counsel and Company Secretary
Date: July 10, 2024
EXHIBIT INDEX
No exhibits are required to be filed with this Form 25. However, for informational purposes, reference is made to the following documents previously filed by Cloudium Technologies plc with the Securities and Exchange Commission, each of which is publicly available through the Commission's Electronic Data Gathering, Analysis, and Retrieval ("EDGAR") system:
The foregoing documents are incorporated herein by reference solely for informational purposes and do not constitute exhibits to this Form 25.
INTERNAL MEMORANDUM — NOT PART OF FILED FORM 25 CALDERWOOD & HARKNESS LLP PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
Calderwood & Harkness LLP — Internal Review Notation
Matter No.: 1041-00003
Client: Solara Digital Infrastructure Fund VI LP / Stratos Merger Sub Inc.
Subject: Form 25 — Cloudium Technologies plc Delisting from Nasdaq Global Select Market
Filing Date: July 10, 2024
Document Review and Preparation:
This Form 25 was prepared and reviewed by the following personnel of Calderwood & Harkness LLP:
•  Harrison Wexford — Responsible Partner, M&A Practice Group
•  Tiffany Rosenthal — Lead Associate, M&A Practice Group (primary drafter)
•  Andrew Fitzpatrick — Working Associate, M&A Practice Group (review and citation verification)
Coordination with Issuer's Counsel:
The filing was prepared in coordination with Ridgeway Phelps & Sato LLP, counsel to Cloudium Technologies plc (the target company), and the following attorneys at such firm:
•  Catherine Answorth — Lead M&A Partner (issuer authorization and board resolutions)
•  Alistair Fenn — Senior Associate, M&A Practice Group (issuer-side review of filing)
Ridgeway Phelps & Sato LLP confirmed that the board of directors of Cloudium Technologies plc (as reconstituted following the closing of the Merger) duly authorized the filing of this Form 25 by unanimous written consent, dated July 9, 2024. A copy of such written consent has been retained in the transaction closing set maintained by Calderwood & Harkness LLP.
Filing Confirmation:
This Form 25 was filed electronically with the Securities and Exchange Commission via the EDGAR filing system on July 10, 2024. The filing was confirmed as accepted by EDGAR at approximately 10:47 a.m. Eastern Time on July 10, 2024. The EDGAR accession number for the filing is 0001193125-24-172843.
Next Steps:
1.  Form 15 Filing (SEC Deregistration). A Certification and Notice of Termination of Registration on Form 15 under Section 12(g) of the Exchange Act, or Suspension of Duty to File Reports under Sections 13 and 15(d) of the Exchange Act, is anticipated to be filed with the Commission on or about July 30, 2024. Tiffany Rosenthal (Calderwood & Harkness LLP) and Alistair Fenn (Ridgeway Phelps & Sato LLP) will coordinate the preparation and filing of Form 15. Pursuant to Rule 12g-4 and Rule 12h-3 under the Exchange Act, the filing of Form 15 will immediately suspend the Company's reporting obligations under Sections 13(a) and 15(d) of the Exchange Act, provided that such obligations have not already been suspended by operation of Rule 12d2-2(d) ninety (90) days after the filing of this Form 25.
2.  Transfer Agent Coordination. Cascade Corporate Services Inc. (6201 15th Avenue, Brooklyn, New York 11219; Contact: Martin DiGiacomo, Vice President, Corporate Actions) has confirmed the commencement of distribution of Letters of Transmittal to former stockholders of Cloudium Technologies plc as of July 10, 2024. Cascade has further confirmed that the payment fund in the aggregate amount necessary to pay the Per Share Merger Consideration to all former stockholders (including amounts deposited in the Escrow Fund) has been received and is on deposit in a segregated account maintained at Meridian Atlantic Bank, N.A.
3.  DTCC Coordination. The Depository Trust Company ("DTC") has been notified of the Merger and the cancellation of all outstanding shares of common stock of Cloudium Technologies plc held through DTC. The CUSIP number G2347R109 associated with the Company's common stock has been flagged for deletion and will be retired following the completion of the exchange process. Calderwood & Harkness LLP will coordinate with Cascade Corporate Services Inc. to confirm the final reconciliation of shares surrendered through DTC and the distribution of merger consideration through DTC's same-day funds settlement system.
4.  Final 8-K and 10-Q/10-K Compliance. The Company's obligations to file periodic and current reports under the Exchange Act remain in effect until the earlier of (a) the effective date of the Form 15 filing and (b) ninety (90) days after the filing of this Form 25. The Company will file any required current reports on Form 8-K during such period. Andrew Fitzpatrick (Calderwood & Harkness LLP) will monitor for any additional filing obligations that may arise prior to the suspension of reporting obligations.
Distribution:
This internal notation is for the use of Calderwood & Harkness LLP and Ridgeway Phelps & Sato LLP personnel assigned to Matter No. 1041-00003 only. This notation is subject to the attorney-client privilege and the work product doctrine and is not to be disclosed to any third party without the prior written consent of the Responsible Partner.
Reviewed and Approved:
________________________________________
Tiffany Rosenthal Lead Associate, M&A Practice Group Calderwood & Harkness LLP
________________________________________
Andrew Fitzpatrick Working Associate, M&A Practice Group Calderwood & Harkness LLP
Date: July 10, 2024
Title of Class | Ticker Symbol | Exchange
Common Stock (ordinary shares, nominal value £0.01 per share) | CLDM | Nasdaq Global Select Market
Facility | Commitment Amount
Term Loan B Facility | $3,740,000,000
Revolving Credit Facility | $500,000,000
Total | $4,240,000,000
Reference No. | Document | Filing Date
1. | Agreement and Plan of Merger, dated as of January 22, 2024, by and among Cloudium Technologies plc, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP (filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Cloudium Technologies plc on January 23, 2024) | January 23, 2024
2. | Definitive Proxy Statement on Schedule 14A, filed by Cloudium Technologies plc with the Commission in connection with the Special Meeting of Stockholders held on May 20, 2024 | April 15, 2024
3. | Current Report on Form 8-K filed by Cloudium Technologies plc, announcing the completion of the Merger | July 9, 2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

FORM 25

SIGNATURE

CLOUDIUM TECHNOLOGIES PLC

EXHIBIT INDEX

Record

Parties

Dates

Amounts