1041-00003 · Solara Digital Infrastructure LP · SEC/Proxy

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PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP 599 Lexington Avenue New York, New York 10022

MEMORANDUM

To: Harrison Wexford, Responsible Partner, Mergers & Acquisitions Beatrice Holloway, Billing Partner, Mergers & Acquisitions

From: Tiffany Rosenthal, Lead Associate, Mergers & Acquisitions Andrew Fitzpatrick, Working Associate, Mergers & Acquisitions

Date: March 20, 2024

Re: Schedule 13E-3 Compliance Analysis — Acquisition of Cloudium Technologies plc (Nasdaq: CLDM) by Solara Digital Infrastructure Fund VI LP

Matter No.: 1041-00003

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I. Executive Summary

This memorandum analyzes whether the proposed acquisition of Cloudium Technologies plc ("Cloudium" or the "Company") by Solara Digital Infrastructure Fund VI LP ("Fund VI" or "Solara") through a reverse triangular merger with Stratos Merger Sub Inc. ("Merger Sub") constitutes a "going-private transaction" subject to Rule 13e-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, if so, identifies the compliance requirements applicable to the filing of Schedule 13E-3 with the U.S. Securities and Exchange Commission (the "SEC"). This memorandum further evaluates the substantive disclosure obligations imposed by Schedule 13E-3 and the related provisions of Regulation M-A, with particular emphasis on the Item 1014 fairness disclosure requirements, and provides recommendations for enhanced disclosure in areas where SEC Staff comments are most likely.

Transaction Overview. On January 22, 2024, Cloudium, Fund VI, and Merger Sub entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Merger Sub will merge with and into Cloudium (the "Merger"), with Cloudium surviving the Merger as a wholly owned subsidiary of Fund VI. The aggregate equity value of the transaction is approximately $6,800,000,000. Under the terms of the Merger Agreement, each share of Cloudium common stock issued and outstanding immediately prior to the effective time of the Merger (other than shares held by dissenting stockholders and shares subject to rollover arrangements) will be converted into the right to receive approximately $36.92 in cash per share, without interest and subject to applicable withholding taxes. The Cloudium common stock, currently listed on the Nasdaq Global Select Market under the ticker symbol "CLDM," will be delisted and deregistered following the closing of the Merger.

Key Rollover Participants. Two significant equity holders of Cloudium have entered into Rollover Agreements with Fund VI, pursuant to which they will contribute a portion of their existing equity in Cloudium to the post-closing capital structure of the surviving corporation in exchange for equity interests in Fund VI or its designee:

• Jonathan Hargrove, Chief Executive Officer of Cloudium, holds 7,736,400 shares of Cloudium common stock, representing approximately 4.2% of the outstanding shares. Mr. Hargrove has agreed to roll over 50% of his equity holdings (approximately 3,868,200 shares), representing rollover equity value of approximately $142,814,544 at the per-share merger consideration of $36.92.

• Pinnacle Growth Ventures LLC ("Pinnacle"), a significant stockholder of Cloudium, holds 21,367,200 shares of Cloudium common stock, representing approximately 11.6% of the outstanding shares. Pinnacle has two designated representatives on the Cloudium board of directors. Pinnacle has agreed to roll over 60% of its equity holdings (approximately 12,820,320 shares), representing rollover equity value of approximately $473,241,408 at the per-share merger consideration.

The total rollover equity is approximately $616,055,952.

Conclusion. Based on our analysis, as set forth in detail below, we conclude that the Merger constitutes a "going-private transaction" within the meaning of Rule 13e-3 under the Exchange Act because it will result in (i) the delisting of Cloudium common stock from the Nasdaq Global Select Market, (ii) the deregistration of Cloudium common stock under Section 12 of the Exchange Act, and (iii) the suspension of Cloudium's reporting obligations under Sections 13 and 15(d) of the Exchange Act. Accordingly, Schedule 13E-3 must be filed with the SEC by Cloudium and each "affiliate" that is "engaged in" the going-private transaction. Our analysis identifies ten filing persons and confirms that the combined Schedule 13E-3/Schedule 14A filing approach is appropriate. The Definitive Proxy Statement is currently scheduled for filing on April 15, 2024, and the Schedule 13E-3 should be filed concurrently. This memorandum identifies specific disclosure requirements, procedural compliance steps, and recommendations for enhanced disclosure in areas of potential SEC Staff scrutiny.

II. Applicability of Rule 13e-3

A. Statutory and Regulatory Framework

Section 13(e) of the Exchange Act grants the SEC broad authority to regulate the purchase by an issuer of its own securities. Pursuant to this authority, the SEC adopted Rule 13e-3, which imposes specific disclosure and procedural requirements on "going-private transactions." The Rule was promulgated in 1979 in response to concerns that insiders and affiliates of public companies were taking advantage of informational asymmetries and structural conflicts of interest to force public stockholders out of their investments at unfair prices, without adequate disclosure of the material terms and circumstances of the transaction or the fairness of the consideration offered.

Rule 13e-3(a)(3) defines a "going-private transaction" as a transaction or series of transactions involving one or more of the following: (i) a purchase of any equity security by the issuer of such security or by an affiliate of such issuer; (ii) a tender offer for any equity security made by the issuer of such security or by an affiliate of such issuer; or (iii) a proxy solicitation in connection with a merger, consolidation, reclassification, or similar corporate transaction involving any equity security, in each case that has either a reasonable likelihood or a purpose of directly or indirectly producing any one of the following effects:

(A) causing any class of equity securities of the issuer that is subject to Section 12(g) of the Exchange Act or Section 15(d) of the Exchange Act to be held of record by fewer than 300 persons;

(B) causing any class of equity securities of the issuer that is listed on a national securities exchange to be delisted from such exchange; or

(C) causing any class of equity securities of the issuer that is authorized to be quoted in an inter-dealer quotation system of a registered national securities association to no longer be so authorized.

Rule 13e-3 applies only where the transaction involves the issuer or an "affiliate" of the issuer. Under Rule 12b-2 of the Exchange Act, an "affiliate" of an issuer is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such issuer. For purposes of Rule 13e-3, the term "affiliate" is further specified in Rule 13e-3(a)(1) to include executive officers, directors, and persons controlling the issuer, as well as members of the immediate family of any such person. Importantly, Rule 13e-3 applies only to affiliates who are "engaged in" the going-private transaction. Not every affiliate of the issuer is necessarily a filing person; the analysis turns on whether the particular affiliate is participating in or facilitating the going-private transaction.

When Rule 13e-3 applies, the filing persons must file Schedule 13E-3 with the SEC, which requires extensive disclosure pursuant to the items specified in Regulation M-A (17 C.F.R. §§ 229.1001 through 229.1016), including, critically, a statement as to whether the filing person believes the transaction is fair or unfair to unaffiliated security holders and the factors upon which such belief is based (Item 1014).

B. Analysis of Whether the Merger Is a "Rule 13e-3 Transaction"

The Merger satisfies both the transactional predicate and the effects predicate of Rule 13e-3(a)(3).

Transactional Predicate. The Merger involves a proxy solicitation subject to Regulation 14A in connection with a merger (the reverse triangular merger of Merger Sub with and into Cloudium) in which an affiliate of the issuer is engaged. Fund VI, through its wholly owned subsidiary Merger Sub, is an affiliate of the issuer by virtue of the Merger Agreement and the related transaction documents, which give Fund VI effective control over Merger Sub and, following the closing, the surviving corporation. Moreover, each of the rollover participants — Jonathan Hargrove and Pinnacle Growth Ventures LLC — is an affiliate of Cloudium who is engaged in the transaction by virtue of the Rollover Agreements and Voting/Support Agreements executed concurrently with the Merger Agreement. The proxy solicitation of Cloudium stockholders to approve the Merger is subject to Regulation 14A, and the underlying transaction is a merger. Accordingly, the transactional predicate is satisfied.

Effects Predicate. The Merger is designed to, and will, produce the following effects with respect to Cloudium common stock:

Delisting. Cloudium common stock is currently listed on the Nasdaq Global Select Market. Following the closing of the Merger, Cloudium intends to file a Form 25 (Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934) with the SEC to delist the common stock from Nasdaq. This filing is currently scheduled for July 10, 2024, the business day following the anticipated closing date.

Deregistration and Suspension of Reporting. Following the delisting, Cloudium intends to file a Form 15 (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) with the SEC to terminate the registration of Cloudium common stock under Section 12 of the Exchange Act and to suspend Cloudium's reporting obligations under Sections 13 and 15(d) of the Exchange Act. This filing is currently targeted for July 30, 2024.

Reduction in Record Holders. Following the effective time of the Merger, all shares of Cloudium common stock held by public stockholders (other than the rollover shares and any dissenting shares) will be converted into the right to receive the per-share cash consideration. Cloudium currently has approximately 184,200,000 shares of common stock outstanding, registered under Section 12(b) of the Exchange Act. Post-Merger, the surviving corporation will be wholly owned by Fund VI. The number of record holders will fall to one (Fund VI, through its affiliates), which is well below the 300-person threshold specified in Rule 13e-3(a)(3)(i).

The Merger therefore has both the purpose and the reasonable likelihood of causing the delisting of Cloudium common stock from a national securities exchange, the deregistration of Cloudium common stock under Section 12 of the Exchange Act, and the reduction in record holders to fewer than 300 persons. The Merger is, accordingly, a "going-private transaction" within the meaning of Rule 13e-3(a)(3)(i) and (ii), and the requirements of Rule 13e-3 apply.

C. Identification of "Filing Persons" — Affiliates Engaged in the Transaction

Rule 13e-3 requires that Schedule 13E-3 be filed by the issuer and each affiliate of the issuer that is "engaged in" the going-private transaction. The determination of which persons are affiliates engaged in the transaction is a facts-and-circumstances analysis that requires careful consideration of each potential filing person's role and involvement.

We have identified the following persons as filing persons for purposes of the Schedule 13E-3:

1. Cloudium Technologies plc — the issuer. As the subject company of the going-private transaction, Cloudium is a required filing person under Rule 13e-3(d)(1).

2. Solara Digital Infrastructure Fund VI LP — the acquiring entity. Fund VI is the ultimate acquirer in the transaction and the sole stockholder of Merger Sub. Fund VI is an affiliate of the issuer by virtue of the Merger Agreement, which gives Fund VI the contractual right to acquire 100% of Cloudium's equity. Fund VI is directly engaged in the going-private transaction as the party that negotiated, structured, and will consummate the acquisition.

3. Stratos Merger Sub Inc. — the merger subsidiary. Merger Sub is a Delaware corporation incorporated on January 8, 2024 (Delaware File No. 7923841), solely for the purpose of effectuating the Merger. Merger Sub is a wholly owned subsidiary of Fund VI and is a direct party to the Merger Agreement. As the entity that will merge with and into Cloudium, Merger Sub is an affiliate engaged in the going-private transaction.

4. Solara Fund VI GP LLC — the general partner of Fund VI. As the general partner of Fund VI, Solara Fund VI GP LLC exercises management and control over Fund VI, including the authority to cause Fund VI to enter into and consummate the Merger. Solara Fund VI GP LLC is an affiliate of the issuer through its control of Fund VI and is engaged in the transaction by virtue of exercising that control.

5. Solara Digital GP LLC — the general partner of Solara Digital Infrastructure LP. Solara Digital GP LLC is the general partner of the investment management entity within the Solara fund complex. Depending on the organizational structure, Solara Digital GP LLC may be deemed to exercise indirect control over Fund VI through the chain of control within the Solara organization. We recommend including Solara Digital GP LLC as a filing person out of an abundance of caution, as the SEC Staff has historically taken a broad view of control relationships within private equity fund structures.

6. Marcus Elliston — Founder and Managing Partner of Solara. Mr. Elliston is a natural person who exercises control over the Solara fund complex, including Fund VI and its general partner entities. As the ultimate control person of the acquiring entity, Mr. Elliston may be deemed an affiliate of the issuer engaged in the going-private transaction. The SEC Staff has consistently required disclosure of, and filing by, natural persons who control the entities that control the acquirer in going-private transactions, particularly in the leveraged buyout context.

7. Priya Narasimhan — Co-Managing Partner and Chief Investment Officer of Solara. Ms. Narasimhan shares control of the Solara fund complex with Mr. Elliston and exercises investment authority over Fund VI's portfolio decisions, including the decision to pursue the Cloudium acquisition. As a co-control person of the acquiring entity, Ms. Narasimhan should be included as a filing person on the same basis as Mr. Elliston.

8. Jonathan Hargrove — Chief Executive Officer of Cloudium and rollover participant. Mr. Hargrove is an executive officer of the issuer and therefore an affiliate of Cloudium under Rule 13e-3(a)(1). He is "engaged in" the going-private transaction by virtue of his execution of a Rollover Agreement and a Voting/Support Agreement, each dated January 22, 2024. Mr. Hargrove's agreement to roll over 50% of his equity holdings (approximately $142,814,544 in value) and his commitment to vote his 7,736,400 shares in favor of the Merger constitute active participation in the transaction. His continued employment as CEO of the surviving corporation following the closing further supports the conclusion that he is engaged in the transaction.

9. Pinnacle Growth Ventures LLC — significant stockholder of Cloudium. Pinnacle holds 21,367,200 shares of Cloudium common stock, representing approximately 11.6% of the outstanding shares. Pinnacle has two designated representatives on the Cloudium board of directors and has entered into a Rollover Agreement and a Voting/Support Agreement, each dated January 22, 2024, pursuant to which it has agreed to roll over 60% of its equity holdings and to vote all of its shares in favor of the Merger. Pinnacle's combination of significant ownership, board representation, and active participation in the transaction through the Rollover and Voting/Support Agreements makes it an affiliate of the issuer that is engaged in the going-private transaction.

10. Evelyn Carmichael — Managing Member of Pinnacle Growth Ventures LLC. Ms. Carmichael is the control person of Pinnacle and exercises management authority over Pinnacle's investment decisions, including the decision to enter into the Rollover Agreement and Voting/Support Agreement. As the natural person who controls an affiliate engaged in the going-private transaction, Ms. Carmichael should be included as a filing person.

Persons Considered but Not Recommended as Filing Persons.

Douglas Pemberton — Independent Board Chair of Cloudium. Mr. Pemberton is a director of Cloudium and therefore an affiliate of the issuer under Rule 13e-3(a)(1). However, Mr. Pemberton is not "engaged in" the going-private transaction within the meaning of the Rule. He is not an acquirer, does not have a rollover arrangement, and is not receiving consideration materially different from that received by unaffiliated stockholders (other than his appointment as Stockholder Representative, which is a fiduciary role on behalf of former stockholders and does not constitute participation in the transaction for Rule 13e-3 purposes). Under the standard analysis set forth in SEC Release No. 34-16075 (August 2, 1979) and subsequent SEC Staff interpretations, a director who merely votes in favor of a transaction in the exercise of his or her fiduciary duties and does not receive a disproportionate benefit is not "engaged in" the transaction. Absent additional facts suggesting Mr. Pemberton's personal participation in structuring the transaction for his own benefit, we do not recommend including him as a filing person.

Other Independent Directors of Cloudium. By the same reasoning, the other independent directors of Cloudium who voted in favor of the Merger but do not have rollover arrangements or other material financial interests distinguishing them from unaffiliated stockholders need not be included as filing persons.

Coordination with Issuer's Counsel. We recommend that we coordinate with Ridgeway Phelps & Sato LLP (Catherine Answorth, partner) regarding the issuer-side filing obligations. Ridgeway Phelps & Sato LLP represents Cloudium in connection with the Merger and will be responsible for the preparation and filing of the Definitive Proxy Statement. The combined Schedule 14A/Schedule 13E-3 filing approach will require close coordination between our firm (on behalf of the buyer-side filing persons) and Ridgeway Phelps & Sato (on behalf of the issuer and issuer-side filing persons).

D. Timing of Filing

Under Rule 13e-3(d)(1), Schedule 13E-3 must be filed with the SEC at the time specified in paragraph (f) of the Rule, which provides that the Schedule must be filed at the same time as the proxy materials are first furnished to security holders, or at the time the going-private transaction commences, whichever is earlier. In a merger transaction where the going-private transaction is effected through a stockholder vote, the relevant filing trigger is the date on which the proxy materials are first mailed or otherwise furnished to stockholders.

Cloudium's Definitive Proxy Statement under Schedule 14A is currently scheduled for filing with the SEC on April 15, 2024, and is expected to be mailed to stockholders of record promptly thereafter. The Schedule 13E-3 should therefore be filed with the SEC concurrently with the filing and first dissemination of the Definitive Proxy Statement on or about April 15, 2024.

Rule 13e-3(d)(2) requires that the filing persons promptly file amendments to the Schedule 13E-3 to reflect any material changes in the information previously disclosed. We anticipate that amendments will be required, at a minimum, upon the following events: (i) the stockholder vote on the Merger, currently anticipated for May 20, 2024 (to disclose the results of the vote, including the 82.4% approval); and (ii) the closing of the Merger, currently anticipated for July 9, 2024 (to disclose the actual effective date and time of the Merger and the filing of the Certificate of Merger).

III. Disclosure Requirements Under Schedule 13E-3

A. Overview of Required Items

Schedule 13E-3 incorporates by reference the disclosure requirements of Regulation M-A, specifically Items 1001 through 1016 of Regulation M-A, as applicable to going-private transactions. The Schedule 13E-3 form itself specifies which Items of Regulation M-A apply and which are inapplicable to a particular type of transaction. In the context of a merger transaction, substantially all of the Regulation M-A items apply. The following sections of this memorandum analyze each key item in detail and identify the required disclosures and our recommendations for compliance.

Because the Schedule 13E-3 will be filed on a combined basis with the Definitive Proxy Statement under Schedule 14A, the disclosure required by many of the Regulation M-A items can be satisfied by incorporating by reference or cross-referencing the relevant sections of the proxy statement. However, the Schedule 13E-3 cover page and certain items require stand-alone responses that cannot be satisfied solely through incorporation by reference.

B. Item 1001 — Summary Term Sheet

Item 1001 of Regulation M-A requires filing persons to furnish a concise summary of the material terms of the going-private transaction in plain English. The purpose of the summary term sheet is to provide stockholders with a brief, accessible overview of the transaction before they review the more detailed disclosures in the body of the proxy statement and Schedule 13E-3.

The summary term sheet should address, at a minimum, the following material terms:

• Per-Share Consideration. Each share of Cloudium common stock (other than rollover shares and dissenting shares) will be converted into the right to receive $36.92 in cash, without interest and subject to applicable withholding taxes.

• Total Deal Value. The aggregate equity value of the transaction is approximately $6,800,000,000, based on 184,200,000 shares outstanding multiplied by the per-share consideration of $36.92.

• Identity of Acquirer. The acquirer is Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership managed by Solara Digital Infrastructure LP, a leading technology-focused private equity firm. Fund VI has approximately $12.4 billion in committed capital and was formed in 2022 with a focus on enterprise software and digital infrastructure investments.

• No-Shop Provision. The Merger Agreement contains a no-shop provision that restricts Cloudium from soliciting, initiating, or knowingly encouraging competing acquisition proposals or participating in discussions or negotiations with any third party regarding an alternative transaction.

• Fiduciary-Out Exception. Notwithstanding the no-shop provision, the Cloudium board of directors retains the right, subject to the conditions and procedures specified in the Merger Agreement, to change its recommendation to stockholders if the board determines in good faith (after consultation with its financial advisor and outside legal counsel) that a superior proposal has been received and that the failure to change its recommendation would be inconsistent with the board's fiduciary duties under applicable law.

• Termination Fee. If the Merger Agreement is terminated under specified circumstances (including a change in the board's recommendation or the consummation of an alternative transaction), Cloudium will be required to pay Fund VI a termination fee of $221,000,000, representing approximately 3.25% of the total equity value.

• Reverse Termination Fee. If the Merger Agreement is terminated under specified circumstances (including certain regulatory failures or failure of Fund VI to close when required), Fund VI will be required to pay Cloudium a reverse termination fee of $374,000,000, representing approximately 5.5% of the total equity value.

• Rollover Arrangements. Jonathan Hargrove (CEO, 4.2%) has agreed to roll over 50% of his equity holdings into the surviving entity. Pinnacle Growth Ventures LLC (11.6%) has agreed to roll over 60% of its equity holdings into the surviving entity. Total rollover equity is approximately $616,055,952. Rollover participants will not receive cash merger consideration with respect to their rolled-over shares.

• Stockholder Approval. The Merger requires the affirmative vote of holders of a majority of the outstanding shares of Cloudium common stock entitled to vote at the special meeting.

• Appraisal Rights. Cloudium stockholders who do not vote in favor of the Merger and who properly perfect their appraisal rights under applicable law are entitled to seek judicial determination of the fair value of their shares.

• Indemnification. The Merger Agreement provides for post-closing indemnification by the former Cloudium stockholders in favor of Fund VI and the surviving corporation, subject to an aggregate cap of $1,020,000,000 (approximately 15% of the total equity value), an 18-month survival period for general representations and warranties, a tipping basket of $51,000,000 (approximately 0.75% of the total equity value), and a de minimis threshold of $500,000 per individual claim.

• Escrow. $544,000,000 (approximately 8% of the total equity value) of the aggregate merger consideration will be deposited into an escrow account with Cobalt Trust Company to secure the former Cloudium stockholders' indemnification obligations under the Merger Agreement.

• Treatment of Different Classes. The summary should clearly distinguish between the treatment of cashed-out public stockholders (who receive $36.92 per share in cash) and the rollover participants (who retain equity interests in the surviving corporation and will participate in future appreciation or depreciation of the business).

The summary term sheet should be written in plain English, avoiding technical jargon and complex financial or legal terminology to the extent practicable. The SEC Staff has historically scrutinized summary term sheets for clarity and completeness and may issue comments requesting additional or simplified disclosure.

C. Item 1002 — Subject Company Information

Item 1002 of Regulation M-A requires disclosure of information regarding the subject company, including:

• Full Legal Name and Jurisdiction. Cloudium Technologies plc is a public limited company incorporated and registered in England and Wales under company number 09734521.

• Address of Principal Executive Offices. Cloudium's U.S. headquarters are located at 600 Townsend Street, Suite 800, San Francisco, California 94103. Cloudium's registered office is located at 45 Broadwick Street, London W1F 0DB, United Kingdom.

• Securities. Cloudium's common stock is listed and traded on the Nasdaq Global Select Market under the ticker symbol "CLDM." As of the date of the Merger Agreement (January 22, 2024), there were 184,200,000 shares of Cloudium common stock issued and outstanding.

• Market Price Information. The filing must include information regarding the market price of Cloudium common stock, including the high and low sale prices for each quarterly period during the preceding two fiscal years and any subsequent interim period, as well as the closing price on the last trading day before the public announcement of the transaction. This information is necessary to calculate and disclose the premium offered to stockholders relative to the unaffected trading price.

• Dividends. Disclosure of the frequency and amount of dividends paid by Cloudium during the preceding two fiscal years, and any restrictions on Cloudium's ability to pay dividends.

• Prior Purchases by Filing Persons. Disclosure of any purchases of Cloudium common stock by any filing person during the preceding two years, including the date, number of shares, and price per share for each such purchase.

D. Item 1003 — Identity and Background of Filing Person

Item 1003 of Regulation M-A requires detailed background information for each filing person identified in Section II.C above. The disclosure requirements differ depending on whether the filing person is an entity or a natural person.

For Entity Filing Persons, the following information must be disclosed:

• Full legal name and jurisdiction of organization or incorporation;

• Address of principal offices;

• Present principal business or occupation;

• During the past five years, whether the entity has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the entity was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

The following entity-specific disclosures are required:

• Solara Digital Infrastructure Fund VI LP. A Delaware limited partnership with its principal office at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801. Fund VI has approximately $12.4 billion in committed capital and is a vintage 2022 fund focused on enterprise software and digital infrastructure investments. Fund VI is managed by Solara Digital Infrastructure LP through its general partner, Solara Fund VI GP LLC.

• Stratos Merger Sub Inc. A Delaware corporation incorporated on January 8, 2024 (Delaware File No. 7923841), solely for the purpose of facilitating the Merger. Merger Sub has not conducted any business operations other than those incidental to its formation and the transactions contemplated by the Merger Agreement.

• Solara Fund VI GP LLC. A Delaware limited liability company that serves as the general partner of Fund VI. Solara Fund VI GP LLC has its principal office at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801.

• Solara Digital GP LLC. A Delaware limited liability company that serves as the general partner of Solara Digital Infrastructure LP. Solara Digital GP LLC has its principal office at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801.

• Pinnacle Growth Ventures LLC. A Delaware limited liability company with its principal office at 888 Seventh Avenue, 32nd Floor, New York, New York 10106. Pinnacle is a growth-oriented investment firm focused on enterprise technology and SaaS companies. Pinnacle was an original Series B investor in Cloudium and has held its position through Cloudium's initial public offering and subsequently.

For Natural Person Filing Persons, the following information must be disclosed:

• Name, business address, present principal occupation or employment, and the name, principal business, and address of any corporation or other organization in which such employment is conducted;

• Citizenship;

• During the past five years, whether the individual has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the individual was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

The following natural person-specific disclosures are required:

• Marcus Elliston. Founder and Managing Partner of Solara Digital Infrastructure LP. Mr. Elliston's business address is 1200 Market Street, Suite 3400, Wilmington, Delaware 19801. Biographical details regarding Mr. Elliston's education, prior professional experience, board service, and citizenship should be obtained from Solara and included in the filing.

• Priya Narasimhan. Co-Managing Partner and Chief Investment Officer of Solara Digital Infrastructure LP. Ms. Narasimhan's business address is 1200 Market Street, Suite 3400, Wilmington, Delaware 19801. Biographical details regarding Ms. Narasimhan's education, prior professional experience, board service, and citizenship should be obtained from Solara and included in the filing.

• Jonathan Hargrove. Chief Executive Officer of Cloudium Technologies plc. Mr. Hargrove's business address is 600 Townsend Street, Suite 800, San Francisco, California 94103. Mr. Hargrove holds 7,736,400 shares of Cloudium common stock (approximately 4.2%) and has entered into a Rollover Agreement and Voting/Support Agreement in connection with the Merger. Biographical details regarding Mr. Hargrove's education, prior professional experience, and citizenship are available in Cloudium's existing SEC filings and should be verified and updated.

• Evelyn Carmichael. Managing Member of Pinnacle Growth Ventures LLC. Ms. Carmichael's business address is 888 Seventh Avenue, 32nd Floor, New York, New York 10106. Biographical details regarding Ms. Carmichael's education, prior professional experience, board service (including her service or designees' service on the Cloudium board of directors), and citizenship should be obtained from Pinnacle and included in the filing.

We note that the disclosure requirements for natural persons include the criminal and civil proceeding history described above. We should circulate questionnaires to each natural person filing person to obtain the required information and confirmations.

E. Item 1004 — Terms of the Transaction

Item 1004 of Regulation M-A requires disclosure of the material terms of the going-private transaction. This is one of the most substantive disclosure items in the Schedule 13E-3 and requires a comprehensive description of the economic and legal terms of the Merger.

Per-Share Merger Consideration. Each share of Cloudium common stock issued and outstanding immediately prior to the effective time (other than shares held by dissenting stockholders exercising appraisal rights and shares subject to rollover arrangements) will be converted into the right to receive approximately $36.92 in cash, without interest and subject to applicable tax withholding.

Total Equity Value. The aggregate equity value of the transaction is approximately $6,800,000,000, calculated as 184,200,000 shares outstanding multiplied by the per-share consideration of $36.92.

Implied Valuation Multiples. The per-share consideration implies an enterprise value-to-EBITDA (EV/EBITDA) multiple of approximately 16.8x, based on Cloudium's last twelve months ("LTM") EBITDA of approximately $405,000,000.

Rollover Equity. The filing must describe in detail the rollover arrangements, including the following:

• Jonathan Hargrove has agreed to contribute approximately 3,868,200 shares (50% of his 7,736,400 shares) to the surviving entity or its parent in exchange for equity interests therein, at a per-share valuation equal to the merger consideration of $36.92, representing rollover equity of approximately $142,814,544.

• Pinnacle Growth Ventures LLC has agreed to contribute approximately 12,820,320 shares (60% of its 21,367,200 shares) to the surviving entity or its parent in exchange for equity interests therein, at a per-share valuation equal to the merger consideration of $36.92, representing rollover equity of approximately $473,241,408.

• Total rollover equity is approximately $616,055,952.

• The remaining shares held by Hargrove (approximately 3,868,200 shares) and Pinnacle (approximately 8,546,880 shares) will be converted into cash merger consideration on the same terms as unaffiliated stockholders.

Cash Merger Consideration to Non-Rolling Stockholders. The aggregate cash merger consideration payable to non-rolling stockholders is approximately $6,183,944,048 (total equity value of $6,800,000,000 minus total rollover equity of $616,055,952).

Material Differences in Treatment. Item 1004(c) of Regulation M-A specifically requires disclosure of any material differences in the treatment of affiliates and unaffiliated security holders. The following differences must be prominently disclosed:

• Rollover participants retain equity interests in the surviving corporation and will share in any future appreciation (or depreciation) of Cloudium's business following the Merger. Unaffiliated stockholders receive only cash consideration and have no further interest in the surviving corporation.

• The Rollover Agreements were executed on January 22, 2024, concurrently with the Merger Agreement, as a condition to Fund VI's willingness to enter into the transaction.

• Mr. Hargrove will continue as Chief Executive Officer of the surviving corporation following the closing, receiving ongoing compensation and equity incentives.

• Pinnacle will retain governance rights in the surviving corporation through its equity interest and any negotiated governance protections in the post-closing stockholders' agreement.

Non-Competition and Non-Solicitation Agreements. In connection with the Merger, Jonathan Hargrove and Sienna Whitfield (Chief Financial Officer of Cloudium) have entered into non-competition and non-solicitation agreements restricting their ability to compete with Cloudium or solicit Cloudium employees for a specified period following the closing. The material terms of these agreements should be described.

Indemnification. The post-closing indemnification provisions of the Merger Agreement must be described in detail:

• Aggregate cap on indemnification obligations: $1,020,000,000 (approximately 15% of total equity value).

• Survival period for general representations and warranties: 18 months following the closing.

• Escrow: $544,000,000 (approximately 8% of total equity value) to be deposited with Cobalt Trust Company, N.A. as escrow agent, to secure the former stockholders' indemnification obligations.

• Tipping basket: $51,000,000 (approximately 0.75% of total equity value). No indemnification claims may be made unless and until the aggregate amount of losses exceeds the tipping basket amount, at which point the full amount of losses (including the tipping basket) becomes recoverable, subject to the aggregate cap.

• De minimis threshold: $500,000 per individual claim. Individual losses below $500,000 are not counted toward the tipping basket and are not indemnifiable.

• Escrow release schedule: 12-month and 18-month releases, with the specific release amounts and mechanics to be governed by the Escrow Agreement.

Conditions to Closing. The following conditions to the consummation of the Merger must be disclosed:

• Stockholder approval: affirmative vote of holders of a majority of the outstanding shares of Cloudium common stock.

• HSR clearance: clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (obtained March 11, 2024, upon expiration of the applicable waiting period).

• UK CMA clearance: clearance from the UK Competition and Markets Authority (obtained April 3, 2024).

• Accuracy of representations: bring-down of representations and warranties to the closing date (subject to materiality qualifiers and the MAE standard).

• No Material Adverse Effect: no material adverse effect shall have occurred with respect to Cloudium since the date of the Merger Agreement.

• No legal impediment: no injunction, order, or law prohibiting the consummation of the Merger.

Termination Provisions. The Merger Agreement may be terminated under specified circumstances, and the following termination fee and reverse termination fee provisions apply:

• Termination fee: $221,000,000 payable by Cloudium to Fund VI upon termination of the Merger Agreement under specified circumstances, including (a) Cloudium's board of directors changing its recommendation to stockholders, (b) Cloudium's entry into a definitive agreement with respect to a superior proposal, or (c) consummation of an alternative transaction within 12 months following termination of the Merger Agreement under certain circumstances. The termination fee represents approximately 3.25% of total equity value.

• Reverse termination fee: $374,000,000 payable by Fund VI to Cloudium upon termination of the Merger Agreement under specified circumstances, including (a) failure of Fund VI to consummate the Merger when required under the Merger Agreement, or (b) termination due to the failure to obtain required regulatory approvals attributable to Fund VI or its affiliates. The reverse termination fee represents approximately 5.5% of total equity value.

F. Item 1005 — Past Contacts, Transactions, Negotiations, and Agreements

Item 1005 of Regulation M-A requires a detailed chronology of all past contacts, transactions, negotiations, and agreements between the filing persons and the subject company (or its affiliates) during the preceding two years. This item requires a comprehensive "background of the merger" narrative that describes the genesis of the transaction and all material steps leading to the signing of the Merger Agreement. The SEC Staff frequently issues comments on this section, requesting additional detail regarding specific meetings, discussions, and negotiation points.

The following chronology should be disclosed:

• September 5, 2023: Cloudium Technologies plc and Solara Digital Infrastructure Fund VI LP executed a mutual Non-Disclosure Agreement governing the exchange of confidential information in connection with Solara's evaluation of a potential strategic transaction involving Cloudium.

• September 18, 2023: Cloudium granted Solara access to a virtual data room containing due diligence materials regarding Cloudium's business, financial condition, operations, technology, intellectual property, customers, contracts, and regulatory compliance.

• October 2, 2023: Cloudium management, led by Jonathan Hargrove (CEO) and Sienna Whitfield (CFO), delivered a management presentation to Solara's investment team, including Marcus Elliston (Managing Partner) and Priya Narasimhan (CIO), and their advisors at Osprey Bancroft & Co. The presentation covered Cloudium's business overview, competitive positioning in the cloud ERP/CRM/BI market, financial performance, growth strategy, and five-year financial projections.

• October 30, 2023: Solara delivered to the Cloudium board of directors a preliminary indication of interest in acquiring 100% of Cloudium's outstanding equity at a price range of $34.00 to $37.50 per share in cash, subject to completion of confirmatory due diligence, negotiation of definitive transaction documentation, and obtaining committed financing.

• November 6, 2023: The Cloudium board of directors, after consultation with its financial advisor, Veridian Partners LLC, and its outside legal counsel, Ridgeway Phelps & Sato LLP, authorized management and advisors to enter into exclusive negotiations with Solara regarding a potential transaction within the indicated price range.

• November 15, 2023: Cloudium and Solara entered into an Exclusivity Agreement granting Solara a 45-day exclusive negotiation period, during which Cloudium agreed not to solicit, initiate, or engage in discussions with any other potential acquirer.

• December 1, 2023: Calderwood & Harkness LLP, on behalf of Solara and Fund VI, circulated to Ridgeway Phelps & Sato LLP an initial draft of the Merger Agreement.

• December 1, 2023 through January 14, 2024: The parties and their respective legal advisors engaged in extensive negotiations regarding the terms of the Merger Agreement, including the representations and warranties, indemnification provisions, closing conditions, termination provisions, rollover arrangements, financing commitment terms, and other material terms. During this period, the parties exchanged multiple drafts of the Merger Agreement and related ancillary documents.

• December 15, 2023: Fund VI received an initial commitment letter from Meridian Atlantic Bank, N.A. (as administrative agent and lead arranger) and Ironclad Capital Markets LLC (as co-arranger) for a $3,740,000,000 Term Loan B and a $500,000,000 Revolving Credit Facility (the "Debt Commitment Letter").

• January 15, 2024: Representatives of Cloudium, Solara, and their respective legal and financial advisors convened in New York for a final negotiation session to resolve the remaining open issues in the Merger Agreement and related transaction documents.

• January 21, 2024: Veridian Partners LLC delivered its written fairness opinion to the Cloudium board of directors, opining that, as of that date and based upon and subject to the assumptions, limitations, qualifications, and conditions set forth in the opinion, the per-share cash consideration of $36.92 to be received by the unaffiliated holders of Cloudium common stock in the Merger was fair, from a financial point of view, to such holders.

• January 22, 2024: The following documents were executed and delivered: (a) the Merger Agreement, by and among Cloudium, Fund VI, and Merger Sub; (b) the Debt Commitment Letter; (c) the Equity Commitment Letter, by Fund VI; (d) the Limited Guarantee, by Solara Fund VI GP LLC in favor of Cloudium; (e) the Rollover Agreements, by Jonathan Hargrove and Pinnacle Growth Ventures LLC, respectively; and (f) the Voting/Support Agreements, by Jonathan Hargrove and Pinnacle Growth Ventures LLC, respectively. The transaction was publicly announced on the morning of January 23, 2024, prior to the opening of trading on the Nasdaq Global Select Market.

Pinnacle Growth Ventures LLC History. The filing must describe the historical relationship between Pinnacle and Cloudium. Pinnacle was an original investor in Cloudium's Series B financing round and has maintained its equity position through Cloudium's initial public offering and subsequent public trading. Pinnacle's Managing Member, Evelyn Carmichael, has served on, or designated representatives to serve on, the Cloudium board of directors since the Series B investment. Pinnacle currently has two designated representatives on the Cloudium board. The nature and extent of Pinnacle's involvement in the Merger negotiations, including any discussions regarding the rollover arrangement and any recusal from board deliberations, should be described.

Jonathan Hargrove Employment Agreement and Equity Holdings. The filing must describe Mr. Hargrove's existing employment arrangements with Cloudium, including the material terms of his current employment agreement, his equity holdings (7,736,400 shares, approximately 4.2%), and his ongoing role as Chief Executive Officer of the surviving corporation following the closing. Any discussions between Mr. Hargrove and Solara regarding his post-closing compensation, equity incentive arrangements, or the terms of his Rollover Agreement should be disclosed.

Voting/Support Agreements. The Voting/Support Agreements executed by Mr. Hargrove and Pinnacle require each of them to vote all of their shares of Cloudium common stock in favor of the Merger at the special meeting. Mr. Hargrove has committed to vote 7,736,400 shares (approximately 4.2% of outstanding shares) and Pinnacle has committed to vote 21,367,200 shares (approximately 11.6% of outstanding shares) in favor of the Merger, representing aggregate committed votes of approximately 15.8% of outstanding shares.

G. Item 1006 — Purposes of the Transaction and Plans or Proposals

Item 1006 of Regulation M-A requires disclosure of the purposes of the going-private transaction and any plans or proposals of the filing persons that relate to, or would result in, any extraordinary corporate transaction involving the subject company or its securities.

Purpose. The purpose of the Merger is for Fund VI to acquire 100% of the equity of Cloudium, take the Company private, delist Cloudium common stock from the Nasdaq Global Select Market, and terminate Cloudium's SEC reporting obligations. Following the closing, Cloudium will operate as a wholly owned subsidiary of Fund VI (subject to the minority equity interests held by the rollover participants).

Post-Closing Corporate Restructuring Plans. The filing should describe any post-closing plans for corporate restructuring, including:

• Re-domestication: Fund VI intends to convert Cloudium Technologies plc (an England and Wales public limited company) to Cloudium Inc. (a Delaware corporation) following the closing, in order to simplify the corporate structure and align the governing law with the U.S.-based operational headquarters.

• Subsidiary Reorganization: Fund VI may undertake a reorganization of Cloudium's subsidiary structure following the closing, including the consolidation or dissolution of certain non-operating entities and the rationalization of the holding company structure.

• intellectual Property Migration: Fund VI may migrate certain of Cloudium's intellectual property to a different holding entity within the corporate structure for tax planning and asset protection purposes.

• Portfolio Integration: Solara intends to evaluate potential integration opportunities between Cloudium and Solara's existing digital infrastructure portfolio, which consists of 14 platform investments across Solara Funds IV through VI, in areas such as shared technology infrastructure, commercial partnerships, and operational best practices.

No Plans to Liquidate or Sell. The filing should affirmatively state that Fund VI does not have any current plans or proposals to liquidate Cloudium, sell all or substantially all of its assets, or merge Cloudium with any other entity (other than the Merger itself and the re-domestication described above). This disclosure is specifically required by Item 1006(c)(1) of Regulation M-A.

Co-Investment Vehicle. Fund VI has established Solara Digital Co-Invest VI-A LP ("Co-Invest VI-A"), a co-investment vehicle that will invest approximately $425,000,000 alongside Fund VI in the Cloudium acquisition. Co-Invest VI-A's limited partners are existing limited partners of Fund VI who have elected to make additional investments in the Cloudium transaction. The terms and structure of the co-investment vehicle should be described.

H. Item 1007 — Source and Amount of Funds or Other Consideration

Item 1007 of Regulation M-A requires detailed disclosure of the source and amount of funds or other consideration to be used in the going-private transaction. This is a critical disclosure item that must provide stockholders with a clear understanding of how the transaction is being financed and the terms of the financing.

Total Funding Requirement. The total funding required to consummate the Merger and related transactions is approximately $7,188,944,048, broken down as follows:

Sources of Funds:

The Term Loan B will bear interest at a rate of SOFR plus 325 basis points and will mature seven years from the closing date. Meridian Atlantic Bank, N.A. will serve as administrative agent and lead arranger. Ironclad Capital Markets LLC will serve as co-arranger. Lenders' counsel is Winthrop & Hale LLP.

The Revolving Credit Facility will have a commitment amount of $500,000,000, bear interest at a rate of SOFR plus 275 basis points, and mature five years from the closing date. No borrowings under the Revolving Credit Facility are expected to be drawn at the closing.

Uses of Funds:

The existing Cloudium indebtedness to be repaid at closing consists of a $620,000,000 term loan and a $200,000,000 revolving credit facility under a credit agreement dated March 15, 2021, with Atlas Commercial Lending Corp. as administrative agent.

Debt Commitment Letter. The Debt Commitment Letter was executed on January 22, 2024, by Meridian Atlantic Bank, N.A. and Ironclad Capital Markets LLC, committing to provide the debt financing described above. The conditions to the lenders' obligations under the Debt Commitment Letter are consistent with the conditions to the consummation of the Merger under the Merger Agreement. The Debt Commitment Letter follows the "SunGard" conditionality framework, pursuant to which the only conditions to the lenders' funding obligations are those that are also conditions to the closing of the Merger under the Merger Agreement (other than a limited number of specified conditions relating to perfection of security interests, delivery of financial statements, and other customary borrower-side conditions). A confidential fee letter has been entered into in connection with the Debt Commitment Letter and will be filed with the SEC under a confidential treatment request.

Equity Commitment Letter. The Equity Commitment Letter was executed on January 22, 2024, by Fund VI, committing Fund VI to contribute its equity commitment of $2,832,888,096 to Merger Sub at the closing to fund the cash merger consideration and transaction expenses not funded by the debt financing.

Limited Guarantee. Solara Fund VI GP LLC has delivered a Limited Guarantee in favor of Cloudium in an aggregate amount of $246,000,000 to guarantee Fund VI's obligations to pay (a) the reverse termination fee of $221,000,000 and (b) up to $25,000,000 of enforcement costs, in each case as and when required under the Merger Agreement.

Conditions to Financing. The Debt Commitment Letter and Equity Commitment Letter are subject to conditions consistent with the conditions to the Merger set forth in the Merger Agreement. The Merger Agreement does not contain a financing condition; that is, Fund VI's obligation to consummate the Merger is not conditioned on Fund VI's receipt of the debt or equity financing. This is a significant stockholder-protective feature because it means that Fund VI bears the risk of any failure to obtain the committed financing and cannot terminate the Merger Agreement or refuse to close on the basis of a financing failure. The reverse termination fee of $374,000,000 is payable to Cloudium in the event that Fund VI fails to close when required under the Merger Agreement.

I. Item 1008 — Interest in Securities of the Subject Company

Item 1008 of Regulation M-A requires disclosure of the interest in securities of the subject company held by each filing person, including the number and percentage of shares beneficially owned and any transactions in such securities during the preceding 60 days.

• Solara / Fund VI: Neither Fund VI nor any of its affiliates (including Merger Sub, Solara Fund VI GP LLC, Solara Digital GP LLC, Marcus Elliston, and Priya Narasimhan) owned any shares of Cloudium common stock prior to the execution of the Merger Agreement. Merger Sub was incorporated on January 8, 2024, solely for the purpose of the Merger and has not acquired any shares of Cloudium common stock.

• Jonathan Hargrove: Mr. Hargrove beneficially owns 7,736,400 shares of Cloudium common stock, representing approximately 4.2% of the outstanding shares. Mr. Hargrove has entered into a Voting/Support Agreement committing to vote all of his shares in favor of the Merger and a Rollover Agreement committing to roll over 50% of his shares.

• Pinnacle Growth Ventures LLC / Evelyn Carmichael: Pinnacle beneficially owns 21,367,200 shares of Cloudium common stock, representing approximately 11.6% of the outstanding shares. Ms. Carmichael, as Managing Member of Pinnacle, may be deemed to beneficially own the 21,367,200 shares held by Pinnacle. Pinnacle has entered into a Voting/Support Agreement committing to vote all of its shares in favor of the Merger and a Rollover Agreement committing to roll over 60% of its shares.

• Transactions in the Past 60 Days: No transactions in Cloudium common stock by any filing person during the 60-day period preceding the filing date have been identified. This information should be confirmed and updated at the time of filing.

J. Item 1009 — Persons/Assets Retained, Employed, Compensated, or Used

Item 1009 of Regulation M-A requires disclosure of the identity and terms of engagement of any persons or assets retained, employed, compensated, or used in connection with the transaction. The following advisors and service providers should be identified:

• Buyer's Financial Advisor: Osprey Bancroft & Co. (Damien Harlow, Managing Director, Technology M&A, 280 Park Avenue, New York, New York 10017). Osprey Bancroft was retained by Fund VI to serve as financial advisor in connection with the Merger, providing financial advisory services, valuation support, and financing coordination. Osprey Bancroft's compensation is described in the fee arrangement between Osprey Bancroft and Fund VI. The terms of Osprey Bancroft's engagement, including whether its fees are contingent upon the consummation of the Merger, should be disclosed.

• Target's Financial Advisor: Veridian Partners LLC (Monica Pressler, Managing Director, 50 Rockefeller Plaza, New York, New York 10020). Veridian Partners was retained by the Cloudium board of directors to serve as its independent financial advisor in connection with the Merger and delivered its written fairness opinion to the Cloudium board on January 21, 2024. Veridian Partners' compensation is described in the engagement letter between Veridian Partners and Cloudium. The terms of Veridian Partners' engagement, including whether its fees are contingent upon the consummation of the Merger and any fees payable for the delivery of the fairness opinion, should be disclosed.

• Proxy Solicitor: Blackthorn Proxy Advisors LLC (105 Madison Avenue, New York, New York 10016). Blackthorn was retained by Cloudium to assist with the solicitation of proxies from Cloudium stockholders in connection with the special meeting. The terms of Blackthorn's engagement and estimated compensation should be disclosed.

• Target's Auditor: Harwell & Dobson LLP (Martin Chisholm, Partner, 200 Clarendon Street, Boston, Massachusetts 02116). Harwell & Dobson serves as the independent registered public accounting firm of Cloudium and has audited Cloudium's consolidated financial statements for the fiscal years ended September 30, 2023, 2022, and 2021.

• R&W Insurance Broker: Peregrine Advisory Group LLC (Timothy Gallagher, Managing Director, 1166 Avenue of the Americas, New York, New York 10036). Peregrine Advisory Group was retained by Fund VI to place a buyer-side representations and warranties insurance policy in connection with the Merger. The R&W policy was placed with Northfield Assurance Ltd. (Policy No. NFA-TRI-2024-00487) with a policy limit of $680,000,000.

The terms and conditions of retention and the fees payable to each advisor should be cross-referenced to the relevant sections of the proxy statement where such information is disclosed. To the extent that any advisor's fees are contingent upon the consummation of the Merger, that fact should be prominently disclosed as it may be relevant to the weight given to the advisor's work product by stockholders.

K. Item 1010 — Financial Statements

Item 1010 of Regulation M-A requires the inclusion of financial statements of the subject company in the Schedule 13E-3. Specifically:

• Audited Financial Statements. Cloudium's audited consolidated financial statements for the three fiscal years ended September 30, 2023, September 30, 2022, and September 30, 2021, audited by Harwell & Dobson LLP and accompanied by Harwell & Dobson's independent auditor's report, must be included or incorporated by reference.

• Unaudited Interim Financial Statements. Cloudium's unaudited interim consolidated financial statements for the most recent quarterly period must be included or incorporated by reference.

• Compliance with Regulation S-X. All financial statements must comply with Regulation S-X (17 C.F.R. Part 210) and be presented in accordance with U.S. generall

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP 599 Lexington Avenue New York, New York 10022
MEMORANDUM
To: Harrison Wexford, Responsible Partner, Mergers & Acquisitions Beatrice Holloway, Billing Partner, Mergers & Acquisitions
From: Tiffany Rosenthal, Lead Associate, Mergers & Acquisitions Andrew Fitzpatrick, Working Associate, Mergers & Acquisitions
Date: March 20, 2024
Re: Schedule 13E-3 Compliance Analysis — Acquisition of Cloudium Technologies plc (Nasdaq: CLDM) by Solara Digital Infrastructure Fund VI LP
Matter No.: 1041-00003
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I. Executive Summary
This memorandum analyzes whether the proposed acquisition of Cloudium Technologies plc ("Cloudium" or the "Company") by Solara Digital Infrastructure Fund VI LP ("Fund VI" or "Solara") through a reverse triangular merger with Stratos Merger Sub Inc. ("Merger Sub") constitutes a "going-private transaction" subject to Rule 13e-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, if so, identifies the compliance requirements applicable to the filing of Schedule 13E-3 with the U.S. Securities and Exchange Commission (the "SEC"). This memorandum further evaluates the substantive disclosure obligations imposed by Schedule 13E-3 and the related provisions of Regulation M-A, with particular emphasis on the Item 1014 fairness disclosure requirements, and provides recommendations for enhanced disclosure in areas where SEC Staff comments are most likely.
Transaction Overview. On January 22, 2024, Cloudium, Fund VI, and Merger Sub entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Merger Sub will merge with and into Cloudium (the "Merger"), with Cloudium surviving the Merger as a wholly owned subsidiary of Fund VI. The aggregate equity value of the transaction is approximately $6,800,000,000. Under the terms of the Merger Agreement, each share of Cloudium common stock issued and outstanding immediately prior to the effective time of the Merger (other than shares held by dissenting stockholders and shares subject to rollover arrangements) will be converted into the right to receive approximately $36.92 in cash per share, without interest and subject to applicable withholding taxes. The Cloudium common stock, currently listed on the Nasdaq Global Select Market under the ticker symbol "CLDM," will be delisted and deregistered following the closing of the Merger.
Key Rollover Participants. Two significant equity holders of Cloudium have entered into Rollover Agreements with Fund VI, pursuant to which they will contribute a portion of their existing equity in Cloudium to the post-closing capital structure of the surviving corporation in exchange for equity interests in Fund VI or its designee:
•  Jonathan Hargrove, Chief Executive Officer of Cloudium, holds 7,736,400 shares of Cloudium common stock, representing approximately 4.2% of the outstanding shares. Mr. Hargrove has agreed to roll over 50% of his equity holdings (approximately 3,868,200 shares), representing rollover equity value of approximately $142,814,544 at the per-share merger consideration of $36.92.
•  Pinnacle Growth Ventures LLC ("Pinnacle"), a significant stockholder of Cloudium, holds 21,367,200 shares of Cloudium common stock, representing approximately 11.6% of the outstanding shares. Pinnacle has two designated representatives on the Cloudium board of directors. Pinnacle has agreed to roll over 60% of its equity holdings (approximately 12,820,320 shares), representing rollover equity value of approximately $473,241,408 at the per-share merger consideration.
The total rollover equity is approximately $616,055,952.
Conclusion. Based on our analysis, as set forth in detail below, we conclude that the Merger constitutes a "going-private transaction" within the meaning of Rule 13e-3 under the Exchange Act because it will result in (i) the delisting of Cloudium common stock from the Nasdaq Global Select Market, (ii) the deregistration of Cloudium common stock under Section 12 of the Exchange Act, and (iii) the suspension of Cloudium's reporting obligations under Sections 13 and 15(d) of the Exchange Act. Accordingly, Schedule 13E-3 must be filed with the SEC by Cloudium and each "affiliate" that is "engaged in" the going-private transaction. Our analysis identifies ten filing persons and confirms that the combined Schedule 13E-3/Schedule 14A filing approach is appropriate. The Definitive Proxy Statement is currently scheduled for filing on April 15, 2024, and the Schedule 13E-3 should be filed concurrently. This memorandum identifies specific disclosure requirements, procedural compliance steps, and recommendations for enhanced disclosure in areas of potential SEC Staff scrutiny.
II. Applicability of Rule 13e-3
A. Statutory and Regulatory Framework
Section 13(e) of the Exchange Act grants the SEC broad authority to regulate the purchase by an issuer of its own securities. Pursuant to this authority, the SEC adopted Rule 13e-3, which imposes specific disclosure and procedural requirements on "going-private transactions." The Rule was promulgated in 1979 in response to concerns that insiders and affiliates of public companies were taking advantage of informational asymmetries and structural conflicts of interest to force public stockholders out of their investments at unfair prices, without adequate disclosure of the material terms and circumstances of the transaction or the fairness of the consideration offered.
Rule 13e-3(a)(3) defines a "going-private transaction" as a transaction or series of transactions involving one or more of the following: (i) a purchase of any equity security by the issuer of such security or by an affiliate of such issuer; (ii) a tender offer for any equity security made by the issuer of such security or by an affiliate of such issuer; or (iii) a proxy solicitation in connection with a merger, consolidation, reclassification, or similar corporate transaction involving any equity security, in each case that has either a reasonable likelihood or a purpose of directly or indirectly producing any one of the following effects:
(A) causing any class of equity securities of the issuer that is subject to Section 12(g) of the Exchange Act or Section 15(d) of the Exchange Act to be held of record by fewer than 300 persons;
(B) causing any class of equity securities of the issuer that is listed on a national securities exchange to be delisted from such exchange; or
(C) causing any class of equity securities of the issuer that is authorized to be quoted in an inter-dealer quotation system of a registered national securities association to no longer be so authorized.
Rule 13e-3 applies only where the transaction involves the issuer or an "affiliate" of the issuer. Under Rule 12b-2 of the Exchange Act, an "affiliate" of an issuer is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such issuer. For purposes of Rule 13e-3, the term "affiliate" is further specified in Rule 13e-3(a)(1) to include executive officers, directors, and persons controlling the issuer, as well as members of the immediate family of any such person. Importantly, Rule 13e-3 applies only to affiliates who are "engaged in" the going-private transaction. Not every affiliate of the issuer is necessarily a filing person; the analysis turns on whether the particular affiliate is participating in or facilitating the going-private transaction.
When Rule 13e-3 applies, the filing persons must file Schedule 13E-3 with the SEC, which requires extensive disclosure pursuant to the items specified in Regulation M-A (17 C.F.R. §§ 229.1001 through 229.1016), including, critically, a statement as to whether the filing person believes the transaction is fair or unfair to unaffiliated security holders and the factors upon which such belief is based (Item 1014).
B. Analysis of Whether the Merger Is a "Rule 13e-3 Transaction"
The Merger satisfies both the transactional predicate and the effects predicate of Rule 13e-3(a)(3).
Transactional Predicate. The Merger involves a proxy solicitation subject to Regulation 14A in connection with a merger (the reverse triangular merger of Merger Sub with and into Cloudium) in which an affiliate of the issuer is engaged. Fund VI, through its wholly owned subsidiary Merger Sub, is an affiliate of the issuer by virtue of the Merger Agreement and the related transaction documents, which give Fund VI effective control over Merger Sub and, following the closing, the surviving corporation. Moreover, each of the rollover participants — Jonathan Hargrove and Pinnacle Growth Ventures LLC — is an affiliate of Cloudium who is engaged in the transaction by virtue of the Rollover Agreements and Voting/Support Agreements executed concurrently with the Merger Agreement. The proxy solicitation of Cloudium stockholders to approve the Merger is subject to Regulation 14A, and the underlying transaction is a merger. Accordingly, the transactional predicate is satisfied.
Effects Predicate. The Merger is designed to, and will, produce the following effects with respect to Cloudium common stock:
Delisting. Cloudium common stock is currently listed on the Nasdaq Global Select Market. Following the closing of the Merger, Cloudium intends to file a Form 25 (Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934) with the SEC to delist the common stock from Nasdaq. This filing is currently scheduled for July 10, 2024, the business day following the anticipated closing date.
Deregistration and Suspension of Reporting. Following the delisting, Cloudium intends to file a Form 15 (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) with the SEC to terminate the registration of Cloudium common stock under Section 12 of the Exchange Act and to suspend Cloudium's reporting obligations under Sections 13 and 15(d) of the Exchange Act. This filing is currently targeted for July 30, 2024.
Reduction in Record Holders. Following the effective time of the Merger, all shares of Cloudium common stock held by public stockholders (other than the rollover shares and any dissenting shares) will be converted into the right to receive the per-share cash consideration. Cloudium currently has approximately 184,200,000 shares of common stock outstanding, registered under Section 12(b) of the Exchange Act. Post-Merger, the surviving corporation will be wholly owned by Fund VI. The number of record holders will fall to one (Fund VI, through its affiliates), which is well below the 300-person threshold specified in Rule 13e-3(a)(3)(i).
The Merger therefore has both the purpose and the reasonable likelihood of causing the delisting of Cloudium common stock from a national securities exchange, the deregistration of Cloudium common stock under Section 12 of the Exchange Act, and the reduction in record holders to fewer than 300 persons. The Merger is, accordingly, a "going-private transaction" within the meaning of Rule 13e-3(a)(3)(i) and (ii), and the requirements of Rule 13e-3 apply.
C. Identification of "Filing Persons" — Affiliates Engaged in the Transaction
Rule 13e-3 requires that Schedule 13E-3 be filed by the issuer and each affiliate of the issuer that is "engaged in" the going-private transaction. The determination of which persons are affiliates engaged in the transaction is a facts-and-circumstances analysis that requires careful consideration of each potential filing person's role and involvement.
We have identified the following persons as filing persons for purposes of the Schedule 13E-3:
1.  Cloudium Technologies plc — the issuer. As the subject company of the going-private transaction, Cloudium is a required filing person under Rule 13e-3(d)(1).
2.  Solara Digital Infrastructure Fund VI LP — the acquiring entity. Fund VI is the ultimate acquirer in the transaction and the sole stockholder of Merger Sub. Fund VI is an affiliate of the issuer by virtue of the Merger Agreement, which gives Fund VI the contractual right to acquire 100% of Cloudium's equity. Fund VI is directly engaged in the going-private transaction as the party that negotiated, structured, and will consummate the acquisition.
3.  Stratos Merger Sub Inc. — the merger subsidiary. Merger Sub is a Delaware corporation incorporated on January 8, 2024 (Delaware File No. 7923841), solely for the purpose of effectuating the Merger. Merger Sub is a wholly owned subsidiary of Fund VI and is a direct party to the Merger Agreement. As the entity that will merge with and into Cloudium, Merger Sub is an affiliate engaged in the going-private transaction.
4.  Solara Fund VI GP LLC — the general partner of Fund VI. As the general partner of Fund VI, Solara Fund VI GP LLC exercises management and control over Fund VI, including the authority to cause Fund VI to enter into and consummate the Merger. Solara Fund VI GP LLC is an affiliate of the issuer through its control of Fund VI and is engaged in the transaction by virtue of exercising that control.
5.  Solara Digital GP LLC — the general partner of Solara Digital Infrastructure LP. Solara Digital GP LLC is the general partner of the investment management entity within the Solara fund complex. Depending on the organizational structure, Solara Digital GP LLC may be deemed to exercise indirect control over Fund VI through the chain of control within the Solara organization. We recommend including Solara Digital GP LLC as a filing person out of an abundance of caution, as the SEC Staff has historically taken a broad view of control relationships within private equity fund structures.
6.  Marcus Elliston — Founder and Managing Partner of Solara. Mr. Elliston is a natural person who exercises control over the Solara fund complex, including Fund VI and its general partner entities. As the ultimate control person of the acquiring entity, Mr. Elliston may be deemed an affiliate of the issuer engaged in the going-private transaction. The SEC Staff has consistently required disclosure of, and filing by, natural persons who control the entities that control the acquirer in going-private transactions, particularly in the leveraged buyout context.
7.  Priya Narasimhan — Co-Managing Partner and Chief Investment Officer of Solara. Ms. Narasimhan shares control of the Solara fund complex with Mr. Elliston and exercises investment authority over Fund VI's portfolio decisions, including the decision to pursue the Cloudium acquisition. As a co-control person of the acquiring entity, Ms. Narasimhan should be included as a filing person on the same basis as Mr. Elliston.
8.  Jonathan Hargrove — Chief Executive Officer of Cloudium and rollover participant. Mr. Hargrove is an executive officer of the issuer and therefore an affiliate of Cloudium under Rule 13e-3(a)(1). He is "engaged in" the going-private transaction by virtue of his execution of a Rollover Agreement and a Voting/Support Agreement, each dated January 22, 2024. Mr. Hargrove's agreement to roll over 50% of his equity holdings (approximately $142,814,544 in value) and his commitment to vote his 7,736,400 shares in favor of the Merger constitute active participation in the transaction. His continued employment as CEO of the surviving corporation following the closing further supports the conclusion that he is engaged in the transaction.
9.  Pinnacle Growth Ventures LLC — significant stockholder of Cloudium. Pinnacle holds 21,367,200 shares of Cloudium common stock, representing approximately 11.6% of the outstanding shares. Pinnacle has two designated representatives on the Cloudium board of directors and has entered into a Rollover Agreement and a Voting/Support Agreement, each dated January 22, 2024, pursuant to which it has agreed to roll over 60% of its equity holdings and to vote all of its shares in favor of the Merger. Pinnacle's combination of significant ownership, board representation, and active participation in the transaction through the Rollover and Voting/Support Agreements makes it an affiliate of the issuer that is engaged in the going-private transaction.
10.  Evelyn Carmichael — Managing Member of Pinnacle Growth Ventures LLC. Ms. Carmichael is the control person of Pinnacle and exercises management authority over Pinnacle's investment decisions, including the decision to enter into the Rollover Agreement and Voting/Support Agreement. As the natural person who controls an affiliate engaged in the going-private transaction, Ms. Carmichael should be included as a filing person.
Persons Considered but Not Recommended as Filing Persons.
Douglas Pemberton — Independent Board Chair of Cloudium. Mr. Pemberton is a director of Cloudium and therefore an affiliate of the issuer under Rule 13e-3(a)(1). However, Mr. Pemberton is not "engaged in" the going-private transaction within the meaning of the Rule. He is not an acquirer, does not have a rollover arrangement, and is not receiving consideration materially different from that received by unaffiliated stockholders (other than his appointment as Stockholder Representative, which is a fiduciary role on behalf of former stockholders and does not constitute participation in the transaction for Rule 13e-3 purposes). Under the standard analysis set forth in SEC Release No. 34-16075 (August 2, 1979) and subsequent SEC Staff interpretations, a director who merely votes in favor of a transaction in the exercise of his or her fiduciary duties and does not receive a disproportionate benefit is not "engaged in" the transaction. Absent additional facts suggesting Mr. Pemberton's personal participation in structuring the transaction for his own benefit, we do not recommend including him as a filing person.
Other Independent Directors of Cloudium. By the same reasoning, the other independent directors of Cloudium who voted in favor of the Merger but do not have rollover arrangements or other material financial interests distinguishing them from unaffiliated stockholders need not be included as filing persons.
Coordination with Issuer's Counsel. We recommend that we coordinate with Ridgeway Phelps & Sato LLP (Catherine Answorth, partner) regarding the issuer-side filing obligations. Ridgeway Phelps & Sato LLP represents Cloudium in connection with the Merger and will be responsible for the preparation and filing of the Definitive Proxy Statement. The combined Schedule 14A/Schedule 13E-3 filing approach will require close coordination between our firm (on behalf of the buyer-side filing persons) and Ridgeway Phelps & Sato (on behalf of the issuer and issuer-side filing persons).
D. Timing of Filing
Under Rule 13e-3(d)(1), Schedule 13E-3 must be filed with the SEC at the time specified in paragraph (f) of the Rule, which provides that the Schedule must be filed at the same time as the proxy materials are first furnished to security holders, or at the time the going-private transaction commences, whichever is earlier. In a merger transaction where the going-private transaction is effected through a stockholder vote, the relevant filing trigger is the date on which the proxy materials are first mailed or otherwise furnished to stockholders.
Cloudium's Definitive Proxy Statement under Schedule 14A is currently scheduled for filing with the SEC on April 15, 2024, and is expected to be mailed to stockholders of record promptly thereafter. The Schedule 13E-3 should therefore be filed with the SEC concurrently with the filing and first dissemination of the Definitive Proxy Statement on or about April 15, 2024.
Rule 13e-3(d)(2) requires that the filing persons promptly file amendments to the Schedule 13E-3 to reflect any material changes in the information previously disclosed. We anticipate that amendments will be required, at a minimum, upon the following events: (i) the stockholder vote on the Merger, currently anticipated for May 20, 2024 (to disclose the results of the vote, including the 82.4% approval); and (ii) the closing of the Merger, currently anticipated for July 9, 2024 (to disclose the actual effective date and time of the Merger and the filing of the Certificate of Merger).
III. Disclosure Requirements Under Schedule 13E-3
A. Overview of Required Items
Schedule 13E-3 incorporates by reference the disclosure requirements of Regulation M-A, specifically Items 1001 through 1016 of Regulation M-A, as applicable to going-private transactions. The Schedule 13E-3 form itself specifies which Items of Regulation M-A apply and which are inapplicable to a particular type of transaction. In the context of a merger transaction, substantially all of the Regulation M-A items apply. The following sections of this memorandum analyze each key item in detail and identify the required disclosures and our recommendations for compliance.
Because the Schedule 13E-3 will be filed on a combined basis with the Definitive Proxy Statement under Schedule 14A, the disclosure required by many of the Regulation M-A items can be satisfied by incorporating by reference or cross-referencing the relevant sections of the proxy statement. However, the Schedule 13E-3 cover page and certain items require stand-alone responses that cannot be satisfied solely through incorporation by reference.
B. Item 1001 — Summary Term Sheet
Item 1001 of Regulation M-A requires filing persons to furnish a concise summary of the material terms of the going-private transaction in plain English. The purpose of the summary term sheet is to provide stockholders with a brief, accessible overview of the transaction before they review the more detailed disclosures in the body of the proxy statement and Schedule 13E-3.
The summary term sheet should address, at a minimum, the following material terms:
•  Per-Share Consideration. Each share of Cloudium common stock (other than rollover shares and dissenting shares) will be converted into the right to receive $36.92 in cash, without interest and subject to applicable withholding taxes.
•  Total Deal Value. The aggregate equity value of the transaction is approximately $6,800,000,000, based on 184,200,000 shares outstanding multiplied by the per-share consideration of $36.92.
•  Identity of Acquirer. The acquirer is Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership managed by Solara Digital Infrastructure LP, a leading technology-focused private equity firm. Fund VI has approximately $12.4 billion in committed capital and was formed in 2022 with a focus on enterprise software and digital infrastructure investments.
•  No-Shop Provision. The Merger Agreement contains a no-shop provision that restricts Cloudium from soliciting, initiating, or knowingly encouraging competing acquisition proposals or participating in discussions or negotiations with any third party regarding an alternative transaction.
•  Fiduciary-Out Exception. Notwithstanding the no-shop provision, the Cloudium board of directors retains the right, subject to the conditions and procedures specified in the Merger Agreement, to change its recommendation to stockholders if the board determines in good faith (after consultation with its financial advisor and outside legal counsel) that a superior proposal has been received and that the failure to change its recommendation would be inconsistent with the board's fiduciary duties under applicable law.
•  Termination Fee. If the Merger Agreement is terminated under specified circumstances (including a change in the board's recommendation or the consummation of an alternative transaction), Cloudium will be required to pay Fund VI a termination fee of $221,000,000, representing approximately 3.25% of the total equity value.
•  Reverse Termination Fee. If the Merger Agreement is terminated under specified circumstances (including certain regulatory failures or failure of Fund VI to close when required), Fund VI will be required to pay Cloudium a reverse termination fee of $374,000,000, representing approximately 5.5% of the total equity value.
•  Rollover Arrangements. Jonathan Hargrove (CEO, 4.2%) has agreed to roll over 50% of his equity holdings into the surviving entity. Pinnacle Growth Ventures LLC (11.6%) has agreed to roll over 60% of its equity holdings into the surviving entity. Total rollover equity is approximately $616,055,952. Rollover participants will not receive cash merger consideration with respect to their rolled-over shares.
•  Stockholder Approval. The Merger requires the affirmative vote of holders of a majority of the outstanding shares of Cloudium common stock entitled to vote at the special meeting.
•  Appraisal Rights. Cloudium stockholders who do not vote in favor of the Merger and who properly perfect their appraisal rights under applicable law are entitled to seek judicial determination of the fair value of their shares.
•  Indemnification. The Merger Agreement provides for post-closing indemnification by the former Cloudium stockholders in favor of Fund VI and the surviving corporation, subject to an aggregate cap of $1,020,000,000 (approximately 15% of the total equity value), an 18-month survival period for general representations and warranties, a tipping basket of $51,000,000 (approximately 0.75% of the total equity value), and a de minimis threshold of $500,000 per individual claim.
•  Escrow. $544,000,000 (approximately 8% of the total equity value) of the aggregate merger consideration will be deposited into an escrow account with Cobalt Trust Company to secure the former Cloudium stockholders' indemnification obligations under the Merger Agreement.
•  Treatment of Different Classes. The summary should clearly distinguish between the treatment of cashed-out public stockholders (who receive $36.92 per share in cash) and the rollover participants (who retain equity interests in the surviving corporation and will participate in future appreciation or depreciation of the business).
The summary term sheet should be written in plain English, avoiding technical jargon and complex financial or legal terminology to the extent practicable. The SEC Staff has historically scrutinized summary term sheets for clarity and completeness and may issue comments requesting additional or simplified disclosure.
C. Item 1002 — Subject Company Information
Item 1002 of Regulation M-A requires disclosure of information regarding the subject company, including:
•  Full Legal Name and Jurisdiction. Cloudium Technologies plc is a public limited company incorporated and registered in England and Wales under company number 09734521.
•  Address of Principal Executive Offices. Cloudium's U.S. headquarters are located at 600 Townsend Street, Suite 800, San Francisco, California 94103. Cloudium's registered office is located at 45 Broadwick Street, London W1F 0DB, United Kingdom.
•  Securities. Cloudium's common stock is listed and traded on the Nasdaq Global Select Market under the ticker symbol "CLDM." As of the date of the Merger Agreement (January 22, 2024), there were 184,200,000 shares of Cloudium common stock issued and outstanding.
•  Market Price Information. The filing must include information regarding the market price of Cloudium common stock, including the high and low sale prices for each quarterly period during the preceding two fiscal years and any subsequent interim period, as well as the closing price on the last trading day before the public announcement of the transaction. This information is necessary to calculate and disclose the premium offered to stockholders relative to the unaffected trading price.
•  Dividends. Disclosure of the frequency and amount of dividends paid by Cloudium during the preceding two fiscal years, and any restrictions on Cloudium's ability to pay dividends.
•  Prior Purchases by Filing Persons. Disclosure of any purchases of Cloudium common stock by any filing person during the preceding two years, including the date, number of shares, and price per share for each such purchase.
D. Item 1003 — Identity and Background of Filing Person
Item 1003 of Regulation M-A requires detailed background information for each filing person identified in Section II.C above. The disclosure requirements differ depending on whether the filing person is an entity or a natural person.
For Entity Filing Persons, the following information must be disclosed:
•  Full legal name and jurisdiction of organization or incorporation;
•  Address of principal offices;
•  Present principal business or occupation;
•  During the past five years, whether the entity has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the entity was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
The following entity-specific disclosures are required:
•  Solara Digital Infrastructure Fund VI LP. A Delaware limited partnership with its principal office at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801. Fund VI has approximately $12.4 billion in committed capital and is a vintage 2022 fund focused on enterprise software and digital infrastructure investments. Fund VI is managed by Solara Digital Infrastructure LP through its general partner, Solara Fund VI GP LLC.
•  Stratos Merger Sub Inc. A Delaware corporation incorporated on January 8, 2024 (Delaware File No. 7923841), solely for the purpose of facilitating the Merger. Merger Sub has not conducted any business operations other than those incidental to its formation and the transactions contemplated by the Merger Agreement.
•  Solara Fund VI GP LLC. A Delaware limited liability company that serves as the general partner of Fund VI. Solara Fund VI GP LLC has its principal office at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801.
•  Solara Digital GP LLC. A Delaware limited liability company that serves as the general partner of Solara Digital Infrastructure LP. Solara Digital GP LLC has its principal office at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801.
•  Pinnacle Growth Ventures LLC. A Delaware limited liability company with its principal office at 888 Seventh Avenue, 32nd Floor, New York, New York 10106. Pinnacle is a growth-oriented investment firm focused on enterprise technology and SaaS companies. Pinnacle was an original Series B investor in Cloudium and has held its position through Cloudium's initial public offering and subsequently.
For Natural Person Filing Persons, the following information must be disclosed:
•  Name, business address, present principal occupation or employment, and the name, principal business, and address of any corporation or other organization in which such employment is conducted;
•  Citizenship;
•  During the past five years, whether the individual has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the individual was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
The following natural person-specific disclosures are required:
•  Marcus Elliston. Founder and Managing Partner of Solara Digital Infrastructure LP. Mr. Elliston's business address is 1200 Market Street, Suite 3400, Wilmington, Delaware 19801. Biographical details regarding Mr. Elliston's education, prior professional experience, board service, and citizenship should be obtained from Solara and included in the filing.
•  Priya Narasimhan. Co-Managing Partner and Chief Investment Officer of Solara Digital Infrastructure LP. Ms. Narasimhan's business address is 1200 Market Street, Suite 3400, Wilmington, Delaware 19801. Biographical details regarding Ms. Narasimhan's education, prior professional experience, board service, and citizenship should be obtained from Solara and included in the filing.
•  Jonathan Hargrove. Chief Executive Officer of Cloudium Technologies plc. Mr. Hargrove's business address is 600 Townsend Street, Suite 800, San Francisco, California 94103. Mr. Hargrove holds 7,736,400 shares of Cloudium common stock (approximately 4.2%) and has entered into a Rollover Agreement and Voting/Support Agreement in connection with the Merger. Biographical details regarding Mr. Hargrove's education, prior professional experience, and citizenship are available in Cloudium's existing SEC filings and should be verified and updated.
•  Evelyn Carmichael. Managing Member of Pinnacle Growth Ventures LLC. Ms. Carmichael's business address is 888 Seventh Avenue, 32nd Floor, New York, New York 10106. Biographical details regarding Ms. Carmichael's education, prior professional experience, board service (including her service or designees' service on the Cloudium board of directors), and citizenship should be obtained from Pinnacle and included in the filing.
We note that the disclosure requirements for natural persons include the criminal and civil proceeding history described above. We should circulate questionnaires to each natural person filing person to obtain the required information and confirmations.
E. Item 1004 — Terms of the Transaction
Item 1004 of Regulation M-A requires disclosure of the material terms of the going-private transaction. This is one of the most substantive disclosure items in the Schedule 13E-3 and requires a comprehensive description of the economic and legal terms of the Merger.
Per-Share Merger Consideration. Each share of Cloudium common stock issued and outstanding immediately prior to the effective time (other than shares held by dissenting stockholders exercising appraisal rights and shares subject to rollover arrangements) will be converted into the right to receive approximately $36.92 in cash, without interest and subject to applicable tax withholding.
Total Equity Value. The aggregate equity value of the transaction is approximately $6,800,000,000, calculated as 184,200,000 shares outstanding multiplied by the per-share consideration of $36.92.
Implied Valuation Multiples. The per-share consideration implies an enterprise value-to-EBITDA (EV/EBITDA) multiple of approximately 16.8x, based on Cloudium's last twelve months ("LTM") EBITDA of approximately $405,000,000.
Rollover Equity. The filing must describe in detail the rollover arrangements, including the following:
•  Jonathan Hargrove has agreed to contribute approximately 3,868,200 shares (50% of his 7,736,400 shares) to the surviving entity or its parent in exchange for equity interests therein, at a per-share valuation equal to the merger consideration of $36.92, representing rollover equity of approximately $142,814,544.
•  Pinnacle Growth Ventures LLC has agreed to contribute approximately 12,820,320 shares (60% of its 21,367,200 shares) to the surviving entity or its parent in exchange for equity interests therein, at a per-share valuation equal to the merger consideration of $36.92, representing rollover equity of approximately $473,241,408.
•  Total rollover equity is approximately $616,055,952.
•  The remaining shares held by Hargrove (approximately 3,868,200 shares) and Pinnacle (approximately 8,546,880 shares) will be converted into cash merger consideration on the same terms as unaffiliated stockholders.
Cash Merger Consideration to Non-Rolling Stockholders. The aggregate cash merger consideration payable to non-rolling stockholders is approximately $6,183,944,048 (total equity value of $6,800,000,000 minus total rollover equity of $616,055,952).
Material Differences in Treatment. Item 1004(c) of Regulation M-A specifically requires disclosure of any material differences in the treatment of affiliates and unaffiliated security holders. The following differences must be prominently disclosed:
•  Rollover participants retain equity interests in the surviving corporation and will share in any future appreciation (or depreciation) of Cloudium's business following the Merger. Unaffiliated stockholders receive only cash consideration and have no further interest in the surviving corporation.
•  The Rollover Agreements were executed on January 22, 2024, concurrently with the Merger Agreement, as a condition to Fund VI's willingness to enter into the transaction.
•  Mr. Hargrove will continue as Chief Executive Officer of the surviving corporation following the closing, receiving ongoing compensation and equity incentives.
•  Pinnacle will retain governance rights in the surviving corporation through its equity interest and any negotiated governance protections in the post-closing stockholders' agreement.
Non-Competition and Non-Solicitation Agreements. In connection with the Merger, Jonathan Hargrove and Sienna Whitfield (Chief Financial Officer of Cloudium) have entered into non-competition and non-solicitation agreements restricting their ability to compete with Cloudium or solicit Cloudium employees for a specified period following the closing. The material terms of these agreements should be described.
Indemnification. The post-closing indemnification provisions of the Merger Agreement must be described in detail:
•  Aggregate cap on indemnification obligations: $1,020,000,000 (approximately 15% of total equity value).
•  Survival period for general representations and warranties: 18 months following the closing.
•  Escrow: $544,000,000 (approximately 8% of total equity value) to be deposited with Cobalt Trust Company, N.A. as escrow agent, to secure the former stockholders' indemnification obligations.
•  Tipping basket: $51,000,000 (approximately 0.75% of total equity value). No indemnification claims may be made unless and until the aggregate amount of losses exceeds the tipping basket amount, at which point the full amount of losses (including the tipping basket) becomes recoverable, subject to the aggregate cap.
•  De minimis threshold: $500,000 per individual claim. Individual losses below $500,000 are not counted toward the tipping basket and are not indemnifiable.
•  Escrow release schedule: 12-month and 18-month releases, with the specific release amounts and mechanics to be governed by the Escrow Agreement.
Conditions to Closing. The following conditions to the consummation of the Merger must be disclosed:
•  Stockholder approval: affirmative vote of holders of a majority of the outstanding shares of Cloudium common stock.
•  HSR clearance: clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (obtained March 11, 2024, upon expiration of the applicable waiting period).
•  UK CMA clearance: clearance from the UK Competition and Markets Authority (obtained April 3, 2024).
•  Accuracy of representations: bring-down of representations and warranties to the closing date (subject to materiality qualifiers and the MAE standard).
•  No Material Adverse Effect: no material adverse effect shall have occurred with respect to Cloudium since the date of the Merger Agreement.
•  No legal impediment: no injunction, order, or law prohibiting the consummation of the Merger.
Termination Provisions. The Merger Agreement may be terminated under specified circumstances, and the following termination fee and reverse termination fee provisions apply:
•  Termination fee: $221,000,000 payable by Cloudium to Fund VI upon termination of the Merger Agreement under specified circumstances, including (a) Cloudium's board of directors changing its recommendation to stockholders, (b) Cloudium's entry into a definitive agreement with respect to a superior proposal, or (c) consummation of an alternative transaction within 12 months following termination of the Merger Agreement under certain circumstances. The termination fee represents approximately 3.25% of total equity value.
•  Reverse termination fee: $374,000,000 payable by Fund VI to Cloudium upon termination of the Merger Agreement under specified circumstances, including (a) failure of Fund VI to consummate the Merger when required under the Merger Agreement, or (b) termination due to the failure to obtain required regulatory approvals attributable to Fund VI or its affiliates. The reverse termination fee represents approximately 5.5% of total equity value.
F. Item 1005 — Past Contacts, Transactions, Negotiations, and Agreements
Item 1005 of Regulation M-A requires a detailed chronology of all past contacts, transactions, negotiations, and agreements between the filing persons and the subject company (or its affiliates) during the preceding two years. This item requires a comprehensive "background of the merger" narrative that describes the genesis of the transaction and all material steps leading to the signing of the Merger Agreement. The SEC Staff frequently issues comments on this section, requesting additional detail regarding specific meetings, discussions, and negotiation points.
The following chronology should be disclosed:
•  September 5, 2023: Cloudium Technologies plc and Solara Digital Infrastructure Fund VI LP executed a mutual Non-Disclosure Agreement governing the exchange of confidential information in connection with Solara's evaluation of a potential strategic transaction involving Cloudium.
•  September 18, 2023: Cloudium granted Solara access to a virtual data room containing due diligence materials regarding Cloudium's business, financial condition, operations, technology, intellectual property, customers, contracts, and regulatory compliance.
•  October 2, 2023: Cloudium management, led by Jonathan Hargrove (CEO) and Sienna Whitfield (CFO), delivered a management presentation to Solara's investment team, including Marcus Elliston (Managing Partner) and Priya Narasimhan (CIO), and their advisors at Osprey Bancroft & Co. The presentation covered Cloudium's business overview, competitive positioning in the cloud ERP/CRM/BI market, financial performance, growth strategy, and five-year financial projections.
•  October 30, 2023: Solara delivered to the Cloudium board of directors a preliminary indication of interest in acquiring 100% of Cloudium's outstanding equity at a price range of $34.00 to $37.50 per share in cash, subject to completion of confirmatory due diligence, negotiation of definitive transaction documentation, and obtaining committed financing.
•  November 6, 2023: The Cloudium board of directors, after consultation with its financial advisor, Veridian Partners LLC, and its outside legal counsel, Ridgeway Phelps & Sato LLP, authorized management and advisors to enter into exclusive negotiations with Solara regarding a potential transaction within the indicated price range.
•  November 15, 2023: Cloudium and Solara entered into an Exclusivity Agreement granting Solara a 45-day exclusive negotiation period, during which Cloudium agreed not to solicit, initiate, or engage in discussions with any other potential acquirer.
•  December 1, 2023: Calderwood & Harkness LLP, on behalf of Solara and Fund VI, circulated to Ridgeway Phelps & Sato LLP an initial draft of the Merger Agreement.
•  December 1, 2023 through January 14, 2024: The parties and their respective legal advisors engaged in extensive negotiations regarding the terms of the Merger Agreement, including the representations and warranties, indemnification provisions, closing conditions, termination provisions, rollover arrangements, financing commitment terms, and other material terms. During this period, the parties exchanged multiple drafts of the Merger Agreement and related ancillary documents.
•  December 15, 2023: Fund VI received an initial commitment letter from Meridian Atlantic Bank, N.A. (as administrative agent and lead arranger) and Ironclad Capital Markets LLC (as co-arranger) for a $3,740,000,000 Term Loan B and a $500,000,000 Revolving Credit Facility (the "Debt Commitment Letter").
•  January 15, 2024: Representatives of Cloudium, Solara, and their respective legal and financial advisors convened in New York for a final negotiation session to resolve the remaining open issues in the Merger Agreement and related transaction documents.
•  January 21, 2024: Veridian Partners LLC delivered its written fairness opinion to the Cloudium board of directors, opining that, as of that date and based upon and subject to the assumptions, limitations, qualifications, and conditions set forth in the opinion, the per-share cash consideration of $36.92 to be received by the unaffiliated holders of Cloudium common stock in the Merger was fair, from a financial point of view, to such holders.
•  January 22, 2024: The following documents were executed and delivered: (a) the Merger Agreement, by and among Cloudium, Fund VI, and Merger Sub; (b) the Debt Commitment Letter; (c) the Equity Commitment Letter, by Fund VI; (d) the Limited Guarantee, by Solara Fund VI GP LLC in favor of Cloudium; (e) the Rollover Agreements, by Jonathan Hargrove and Pinnacle Growth Ventures LLC, respectively; and (f) the Voting/Support Agreements, by Jonathan Hargrove and Pinnacle Growth Ventures LLC, respectively. The transaction was publicly announced on the morning of January 23, 2024, prior to the opening of trading on the Nasdaq Global Select Market.
Pinnacle Growth Ventures LLC History. The filing must describe the historical relationship between Pinnacle and Cloudium. Pinnacle was an original investor in Cloudium's Series B financing round and has maintained its equity position through Cloudium's initial public offering and subsequent public trading. Pinnacle's Managing Member, Evelyn Carmichael, has served on, or designated representatives to serve on, the Cloudium board of directors since the Series B investment. Pinnacle currently has two designated representatives on the Cloudium board. The nature and extent of Pinnacle's involvement in the Merger negotiations, including any discussions regarding the rollover arrangement and any recusal from board deliberations, should be described.
Jonathan Hargrove Employment Agreement and Equity Holdings. The filing must describe Mr. Hargrove's existing employment arrangements with Cloudium, including the material terms of his current employment agreement, his equity holdings (7,736,400 shares, approximately 4.2%), and his ongoing role as Chief Executive Officer of the surviving corporation following the closing. Any discussions between Mr. Hargrove and Solara regarding his post-closing compensation, equity incentive arrangements, or the terms of his Rollover Agreement should be disclosed.
Voting/Support Agreements. The Voting/Support Agreements executed by Mr. Hargrove and Pinnacle require each of them to vote all of their shares of Cloudium common stock in favor of the Merger at the special meeting. Mr. Hargrove has committed to vote 7,736,400 shares (approximately 4.2% of outstanding shares) and Pinnacle has committed to vote 21,367,200 shares (approximately 11.6% of outstanding shares) in favor of the Merger, representing aggregate committed votes of approximately 15.8% of outstanding shares.
G. Item 1006 — Purposes of the Transaction and Plans or Proposals
Item 1006 of Regulation M-A requires disclosure of the purposes of the going-private transaction and any plans or proposals of the filing persons that relate to, or would result in, any extraordinary corporate transaction involving the subject company or its securities.
Purpose. The purpose of the Merger is for Fund VI to acquire 100% of the equity of Cloudium, take the Company private, delist Cloudium common stock from the Nasdaq Global Select Market, and terminate Cloudium's SEC reporting obligations. Following the closing, Cloudium will operate as a wholly owned subsidiary of Fund VI (subject to the minority equity interests held by the rollover participants).
Post-Closing Corporate Restructuring Plans. The filing should describe any post-closing plans for corporate restructuring, including:
•  Re-domestication: Fund VI intends to convert Cloudium Technologies plc (an England and Wales public limited company) to Cloudium Inc. (a Delaware corporation) following the closing, in order to simplify the corporate structure and align the governing law with the U.S.-based operational headquarters.
•  Subsidiary Reorganization: Fund VI may undertake a reorganization of Cloudium's subsidiary structure following the closing, including the consolidation or dissolution of certain non-operating entities and the rationalization of the holding company structure.
•  intellectual Property Migration: Fund VI may migrate certain of Cloudium's intellectual property to a different holding entity within the corporate structure for tax planning and asset protection purposes.
•  Portfolio Integration: Solara intends to evaluate potential integration opportunities between Cloudium and Solara's existing digital infrastructure portfolio, which consists of 14 platform investments across Solara Funds IV through VI, in areas such as shared technology infrastructure, commercial partnerships, and operational best practices.
No Plans to Liquidate or Sell. The filing should affirmatively state that Fund VI does not have any current plans or proposals to liquidate Cloudium, sell all or substantially all of its assets, or merge Cloudium with any other entity (other than the Merger itself and the re-domestication described above). This disclosure is specifically required by Item 1006(c)(1) of Regulation M-A.
Co-Investment Vehicle. Fund VI has established Solara Digital Co-Invest VI-A LP ("Co-Invest VI-A"), a co-investment vehicle that will invest approximately $425,000,000 alongside Fund VI in the Cloudium acquisition. Co-Invest VI-A's limited partners are existing limited partners of Fund VI who have elected to make additional investments in the Cloudium transaction. The terms and structure of the co-investment vehicle should be described.
H. Item 1007 — Source and Amount of Funds or Other Consideration
Item 1007 of Regulation M-A requires detailed disclosure of the source and amount of funds or other consideration to be used in the going-private transaction. This is a critical disclosure item that must provide stockholders with a clear understanding of how the transaction is being financed and the terms of the financing.
Total Funding Requirement. The total funding required to consummate the Merger and related transactions is approximately $7,188,944,048, broken down as follows:
Sources of Funds:
The Term Loan B will bear interest at a rate of SOFR plus 325 basis points and will mature seven years from the closing date. Meridian Atlantic Bank, N.A. will serve as administrative agent and lead arranger. Ironclad Capital Markets LLC will serve as co-arranger. Lenders' counsel is Winthrop & Hale LLP.
The Revolving Credit Facility will have a commitment amount of $500,000,000, bear interest at a rate of SOFR plus 275 basis points, and mature five years from the closing date. No borrowings under the Revolving Credit Facility are expected to be drawn at the closing.
Uses of Funds:
The existing Cloudium indebtedness to be repaid at closing consists of a $620,000,000 term loan and a $200,000,000 revolving credit facility under a credit agreement dated March 15, 2021, with Atlas Commercial Lending Corp. as administrative agent.
Debt Commitment Letter. The Debt Commitment Letter was executed on January 22, 2024, by Meridian Atlantic Bank, N.A. and Ironclad Capital Markets LLC, committing to provide the debt financing described above. The conditions to the lenders' obligations under the Debt Commitment Letter are consistent with the conditions to the consummation of the Merger under the Merger Agreement. The Debt Commitment Letter follows the "SunGard" conditionality framework, pursuant to which the only conditions to the lenders' funding obligations are those that are also conditions to the closing of the Merger under the Merger Agreement (other than a limited number of specified conditions relating to perfection of security interests, delivery of financial statements, and other customary borrower-side conditions). A confidential fee letter has been entered into in connection with the Debt Commitment Letter and will be filed with the SEC under a confidential treatment request.
Equity Commitment Letter. The Equity Commitment Letter was executed on January 22, 2024, by Fund VI, committing Fund VI to contribute its equity commitment of $2,832,888,096 to Merger Sub at the closing to fund the cash merger consideration and transaction expenses not funded by the debt financing.
Limited Guarantee. Solara Fund VI GP LLC has delivered a Limited Guarantee in favor of Cloudium in an aggregate amount of $246,000,000 to guarantee Fund VI's obligations to pay (a) the reverse termination fee of $221,000,000 and (b) up to $25,000,000 of enforcement costs, in each case as and when required under the Merger Agreement.
Conditions to Financing. The Debt Commitment Letter and Equity Commitment Letter are subject to conditions consistent with the conditions to the Merger set forth in the Merger Agreement. The Merger Agreement does not contain a financing condition; that is, Fund VI's obligation to consummate the Merger is not conditioned on Fund VI's receipt of the debt or equity financing. This is a significant stockholder-protective feature because it means that Fund VI bears the risk of any failure to obtain the committed financing and cannot terminate the Merger Agreement or refuse to close on the basis of a financing failure. The reverse termination fee of $374,000,000 is payable to Cloudium in the event that Fund VI fails to close when required under the Merger Agreement.
I. Item 1008 — Interest in Securities of the Subject Company
Item 1008 of Regulation M-A requires disclosure of the interest in securities of the subject company held by each filing person, including the number and percentage of shares beneficially owned and any transactions in such securities during the preceding 60 days.
•  Solara / Fund VI: Neither Fund VI nor any of its affiliates (including Merger Sub, Solara Fund VI GP LLC, Solara Digital GP LLC, Marcus Elliston, and Priya Narasimhan) owned any shares of Cloudium common stock prior to the execution of the Merger Agreement. Merger Sub was incorporated on January 8, 2024, solely for the purpose of the Merger and has not acquired any shares of Cloudium common stock.
•  Jonathan Hargrove: Mr. Hargrove beneficially owns 7,736,400 shares of Cloudium common stock, representing approximately 4.2% of the outstanding shares. Mr. Hargrove has entered into a Voting/Support Agreement committing to vote all of his shares in favor of the Merger and a Rollover Agreement committing to roll over 50% of his shares.
•  Pinnacle Growth Ventures LLC / Evelyn Carmichael: Pinnacle beneficially owns 21,367,200 shares of Cloudium common stock, representing approximately 11.6% of the outstanding shares. Ms. Carmichael, as Managing Member of Pinnacle, may be deemed to beneficially own the 21,367,200 shares held by Pinnacle. Pinnacle has entered into a Voting/Support Agreement committing to vote all of its shares in favor of the Merger and a Rollover Agreement committing to roll over 60% of its shares.
•  Transactions in the Past 60 Days: No transactions in Cloudium common stock by any filing person during the 60-day period preceding the filing date have been identified. This information should be confirmed and updated at the time of filing.
J. Item 1009 — Persons/Assets Retained, Employed, Compensated, or Used
Item 1009 of Regulation M-A requires disclosure of the identity and terms of engagement of any persons or assets retained, employed, compensated, or used in connection with the transaction. The following advisors and service providers should be identified:
•  Buyer's Financial Advisor: Osprey Bancroft & Co. (Damien Harlow, Managing Director, Technology M&A, 280 Park Avenue, New York, New York 10017). Osprey Bancroft was retained by Fund VI to serve as financial advisor in connection with the Merger, providing financial advisory services, valuation support, and financing coordination. Osprey Bancroft's compensation is described in the fee arrangement between Osprey Bancroft and Fund VI. The terms of Osprey Bancroft's engagement, including whether its fees are contingent upon the consummation of the Merger, should be disclosed.
•  Target's Financial Advisor: Veridian Partners LLC (Monica Pressler, Managing Director, 50 Rockefeller Plaza, New York, New York 10020). Veridian Partners was retained by the Cloudium board of directors to serve as its independent financial advisor in connection with the Merger and delivered its written fairness opinion to the Cloudium board on January 21, 2024. Veridian Partners' compensation is described in the engagement letter between Veridian Partners and Cloudium. The terms of Veridian Partners' engagement, including whether its fees are contingent upon the consummation of the Merger and any fees payable for the delivery of the fairness opinion, should be disclosed.
•  Proxy Solicitor: Blackthorn Proxy Advisors LLC (105 Madison Avenue, New York, New York 10016). Blackthorn was retained by Cloudium to assist with the solicitation of proxies from Cloudium stockholders in connection with the special meeting. The terms of Blackthorn's engagement and estimated compensation should be disclosed.
•  Target's Auditor: Harwell & Dobson LLP (Martin Chisholm, Partner, 200 Clarendon Street, Boston, Massachusetts 02116). Harwell & Dobson serves as the independent registered public accounting firm of Cloudium and has audited Cloudium's consolidated financial statements for the fiscal years ended September 30, 2023, 2022, and 2021.
•  R&W Insurance Broker: Peregrine Advisory Group LLC (Timothy Gallagher, Managing Director, 1166 Avenue of the Americas, New York, New York 10036). Peregrine Advisory Group was retained by Fund VI to place a buyer-side representations and warranties insurance policy in connection with the Merger. The R&W policy was placed with Northfield Assurance Ltd. (Policy No. NFA-TRI-2024-00487) with a policy limit of $680,000,000.
The terms and conditions of retention and the fees payable to each advisor should be cross-referenced to the relevant sections of the proxy statement where such information is disclosed. To the extent that any advisor's fees are contingent upon the consummation of the Merger, that fact should be prominently disclosed as it may be relevant to the weight given to the advisor's work product by stockholders.
K. Item 1010 — Financial Statements
Item 1010 of Regulation M-A requires the inclusion of financial statements of the subject company in the Schedule 13E-3. Specifically:
•  Audited Financial Statements. Cloudium's audited consolidated financial statements for the three fiscal years ended September 30, 2023, September 30, 2022, and September 30, 2021, audited by Harwell & Dobson LLP and accompanied by Harwell & Dobson's independent auditor's report, must be included or incorporated by reference.
•  Unaudited Interim Financial Statements. Cloudium's unaudited interim consolidated financial statements for the most recent quarterly period must be included or incorporated by reference.
•  Compliance with Regulation S-X. All financial statements must comply with Regulation S-X (17 C.F.R. Part 210) and be presented in accordance with U.S. generall

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