[sheet: Tracker Summary]

[sheet: Tracker Summary]
Field | Value
Matter Name | Solara Digital Infrastructure Fund VI LP — Acquisition of Cloudium Technologies plc
Matter Number | 1041-00003
Client | Solara Digital Infrastructure LP
Transaction | Reverse triangular merger of Stratos Merger Sub Inc. with and into Cloudium Technologies plc
Deal Value | $6,800,000,000
Per-Share Merger Consideration | $36.92
Shares Outstanding | 184,200,000
Signing Date | January 22, 2024
Closing Date | July 9, 2024
Tracker Prepared By | Leonard Cross, Specialist Partner, Tax — Calderwood & Harkness LLP
Tracker Date | July 5, 2024
Reviewed By | Tiffany Rosenthal, Lead Associate, M&A — Calderwood & Harkness LLP
Purpose | Monitor collection status of IRS Forms W-9 and W-8BEN-E from rollover equity participants and key stockholders to ensure compliance with withholding obligations under Sections 1441, 1442, 1445 (FIRPTA), and 3406 (backup withholding) of the Internal Revenue Code
Paying Agent / Exchange Agent | Cascade Corporate Services Inc., 6201 15th Avenue, Brooklyn, NY 11219
Escrow Agent | Cobalt Trust Company, 100 Wall Street, New York, NY 10005
Surviving Entity EIN | 83-2196754 (Cloudium Technologies plc)
Fund VI EIN | 87-4523190 (Solara Digital Infrastructure Fund VI LP)
Tax Advisor | Glenmore Thornton LLP (Richard Okamura, Lead Partner, Transaction Tax)
Deadline for Form Collection | Prior to closing (July 9, 2024) — forms required before merger consideration disbursed
Notes | Forms must be current, properly executed, and on file with the paying agent and/or escrow agent prior to funding. Backup withholding at 24% applies if valid W-9 not provided by U.S. persons. FIRPTA withholding (15%) applies absent valid FIRPTA certificate. NRA withholding (30% or treaty rate) applies absent valid W-8BEN-E for non-U.S. persons.
[sheet: Rollover Participants]
Item No. | Participant Name | Entity / Individual | Title / Role | Affiliation | Jurisdiction of Formation / Residence | TIN / EIN | Total Cloudium Shares Held | Ownership % of Outstanding | Rollover % | Shares Rolled Over | Rollover Equity Value ($) | Shares Cashed Out | Cash Consideration ($) | Form Required | Form Type | Date Requested | Date Received | Form Status | Reviewed By | Review Date | Valid / Current | Expiration Date | Filed With | Withholding Classification | Backup Withholding Applies (Y/N) | FIRPTA Withholding Applies (Y/N) | Notes
1 | Jonathan Hargrove | Individual | CEO | Cloudium Technologies plc | United States (California resident) | [On file — SSN] | 7736400 | 4.2% | 50% | 3868200 | $142,814,544 | 3868200 | $142,814,544 | IRS Form W-9 | W-9 | June 15, 2024 | June 20, 2024 | Received — Complete | Leonard Cross | June 21, 2024 | Yes | N/A (W-9 does not expire; current as of date signed) | Cascade Corporate Services Inc. / Cobalt Trust Company | U.S. Person — Exempt payee; no backup withholding | No | No (FIRPTA certificate to be delivered at closing) | Rollover of 50% of shares (~$142,814,544) into surviving entity equity; remaining 50% cashed out at $36.92/share. W-9 covers cash-out portion. Rollover Agreement executed January 22, 2024.
2 | Pinnacle Growth Ventures LLC | Entity (Delaware LLC) | Rollover Equity Investor / Significant Stockholder | Pinnacle Growth Ventures LLC | Delaware, United States | [On file — EIN] | 21367200 | 11.6% | 60% | 12820320 | $473,374,214 | 8546880 | $315,570,938 | IRS Form W-9 | W-9 | June 15, 2024 | June 18, 2024 | Received — Complete | Leonard Cross | June 19, 2024 | Yes | N/A | Cascade Corporate Services Inc. / Cobalt Trust Company | U.S. Person — Exempt payee (corporation/LLC); no backup withholding | No | No | Managing Member: Evelyn Carmichael. Rollover of 60% of shares (~$473,374,214) into surviving entity equity; remaining 40% cashed out at $36.92/share. Rollover Agreement executed January 22, 2024. Two board seats on Cloudium board.
TOTALS | 29103600 | 15.8% | 16688520 | $616,188,758 | 12415080 | $458,385,482
[sheet: Key Stockholders]
Item No. | Stockholder Name | Entity / Individual | Title / Role | Jurisdiction / Residence | TIN / EIN / Foreign TIN | Cloudium Shares Held | Ownership % | Cash Consideration ($) | Form Required | Form Type | Date Requested | Date Received | Form Status | Reviewed By | Review Date | Valid / Current | Treaty Country (if W-8BEN-E) | Treaty Rate Claimed (if applicable) | Chapter 3 / Chapter 4 Status | FATCA Classification (if W-8BEN-E) | Backup Withholding Applies (Y/N) | FIRPTA Withholding Applies (Y/N) | NRA Withholding Applies (Y/N) | Filed With | Notes
1 | Douglas Pemberton | Individual | Independent Board Chair; Stockholder Representative | United States | [On file — SSN] | 1245600 | 0.68% | $46,007,472 | IRS Form W-9 | W-9 | June 15, 2024 | June 22, 2024 | Received — Complete | Andrew Fitzpatrick | June 24, 2024 | Yes | N/A | N/A | N/A | N/A | No | No | No | Cascade Corporate Services Inc. | Appointed Stockholder Representative under Stockholder Representative Agreement dated January 22, 2024. Form required for any consideration payable.
2 | Sienna Whitfield | Individual | CFO | United States | [On file — SSN] | 482000 | 0.26% | $17,795,440 | IRS Form W-9 | W-9 | June 15, 2024 | June 25, 2024 | Received — Complete | Andrew Fitzpatrick | June 26, 2024 | Yes | N/A | N/A | N/A | N/A | No | No | No | Cascade Corporate Services Inc. | CFO of Cloudium Technologies plc. Non-competition agreement executed January 22, 2024.
3 | Nadia Chowdhury | Individual | General Counsel | United States | [On file — SSN] | 310000 | 0.17% | $11,445,200 | IRS Form W-9 | W-9 | June 15, 2024 | June 28, 2024 | Received — Complete | Andrew Fitzpatrick | June 30, 2024 | Yes | N/A | N/A | N/A | N/A | No | No | No | Cascade Corporate Services Inc. | General Counsel of Cloudium Technologies plc.
4 | Marcus Delaine | Individual | Independent Director | United States | [On file — SSN] | 175000 | 0.10% | $6,461,000 | IRS Form W-9 | W-9 | June 15, 2024 | June 24, 2024 | Received — Complete | Andrew Fitzpatrick | June 25, 2024 | Yes | N/A | N/A | N/A | N/A | No | No | No | Cascade Corporate Services Inc. | Independent Director of Cloudium Technologies plc. Chair of Audit Committee.
5 | Rachel Osterberg | Individual | Independent Director | United States | [On file — SSN] | 140000 | 0.08% | $5,168,800 | IRS Form W-9 | W-9 | June 15, 2024 | June 27, 2024 | Received — Complete | Andrew Fitzpatrick | June 28, 2024 | Yes | N/A | N/A | N/A | N/A | No | No | No | Cascade Corporate Services Inc. | Independent Director of Cloudium Technologies plc. Chair of Compensation Committee.
6 | Grandview Capital Management LP | Entity (Delaware LP) | Institutional Stockholder | United States | [On file — EIN] | 9210000 | 5.00% | $340,033,200 | IRS Form W-9 | W-9 | June 15, 2024 | June 26, 2024 | Received — Complete | Leonard Cross | June 27, 2024 | Yes | N/A | N/A | N/A | N/A | No | No | No | Cascade Corporate Services Inc. | Significant U.S. institutional holder. 13D filer. Contact: David Renner, Managing Director.
7 | Halcyon Asset Partners Ltd | Entity (England & Wales) | Institutional Stockholder | United Kingdom | [Foreign TIN on file] | 5526000 | 3.00% | $204,019,920 | IRS Form W-8BEN-E | W-8BEN-E | June 15, 2024 | July 1, 2024 | Received — Under Review | Leonard Cross | Pending | Pending review | United Kingdom | 15% (per US-UK treaty, Art. 10) | Chapter 3: Reduced rate claimed / Chapter 4: Active NFFE | Active NFFE | No | No | Yes — treaty rate 15% or 0% depending on classification | Cascade Corporate Services Inc. | W-8BEN-E required for any non-U.S. entity receiving merger consideration. NRA withholding at 30% unless valid treaty claim submitted. UK-based institutional holder.
8 | Meridian European Opportunities Fund SICAV | Entity (Luxembourg) | Institutional Stockholder | Luxembourg | [Foreign TIN on file] | 3684000 | 2.00% | $135,974,880 | IRS Form W-8BEN-E | W-8BEN-E | June 15, 2024 | July 2, 2024 | Received — Under Review | Leonard Cross | Pending | Pending review | Luxembourg | 15% (per US-Luxembourg treaty, Art. 10) | Chapter 3: Reduced rate claimed / Chapter 4: Registered deemed-compliant FFI | Registered Deemed-Compliant FFI | No | No | Yes — treaty rate 15% pending review | Cascade Corporate Services Inc. | Luxembourg-domiciled SICAV fund. W-8BEN-E received; Chapter 4 status and treaty claim under review by Leonard Cross.
9 | Calviren Strategic Holdings GmbH | Entity (Germany) | Institutional Stockholder | Germany | [Foreign TIN on file] | 2763000 | 1.50% | $101,990,460 | IRS Form W-8BEN-E | W-8BEN-E | June 15, 2024 | Outstanding — Follow-up sent July 3, 2024 | Pending | Germany | TBD (per US-Germany treaty) | TBD | TBD | No | No | Yes — 30% statutory rate absent valid W-8BEN-E | Cascade Corporate Services Inc. | W-8BEN-E not yet received. Follow-up email sent July 3, 2024 to Maximilian Brandt, Head of Legal. Escalation to Tiffany Rosenthal if not received by July 7, 2024.
10 | Tomoko Watanabe | Individual | CTO | United States | [On file — SSN] | 395000 | 0.21% | $14,583,400 | IRS Form W-9 | W-9 | June 15, 2024 | June 29, 2024 | Received — Complete | Andrew Fitzpatrick | June 30, 2024 | Yes | N/A | N/A | N/A | N/A | No | No | No | Cascade Corporate Services Inc. | CTO of Cloudium Technologies plc. Retention bonus agreement executed January 22, 2024.
TOTALS / SUMMARY | 10 Total Parties; 8 Forms Received; 2 Outstanding | Completion: 80%. W-9: 7 received. W-8BEN-E: 2 received, 1 outstanding (Kinross). Target: 100% by July 8, 2024.
[sheet: Status Dashboard]
Category | Total Parties Tracked | Forms Requested | Forms Received | Forms Reviewed & Approved | Forms Outstanding | Completion % | W-9 Count | W-8BEN-E Count | Backup Withholding Risk (# of parties) | FIRPTA Withholding Risk (# of parties) | NRA Withholding Risk (# of parties) | Notes
Rollover Participants | 2 | 2 | 2 | 2 | 0 | 100% | 2 | 0 | 0 | 0 | 0 | Jonathan Hargrove (W-9 received June 20, 2024) and Pinnacle Growth Ventures LLC (W-9 received June 18, 2024). Both U.S. persons. All forms complete and reviewed by Leonard Cross.
Key Stockholders / Officers / Directors | 10 | 10 | 8 | 7 | 2 | 80% | 7 | 3 | 0 | 0 | 2 | Includes Douglas Pemberton (Board Chair / Stockholder Representative), Sienna Whitfield (CFO), Nadia Chowdhury (GC), Marcus Delaine, Rachel Osterberg, Grandview Capital, Tomoko Watanabe (all W-9s received). Halcyon Asset Partners Ltd and Meridian European Opportunities Fund SICAV W-8BEN-Es received but under review. Calviren Strategic Holdings GmbH W-8BEN-E outstanding.
General Public Float (via Letter of Transmittal) | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | Public stockholders submit W-9 or W-8BEN-E with Letter of Transmittal to Cascade Corporate Services Inc. (paying agent). Backup withholding at 24% applied to any payment where valid form not provided. Letters of Transmittal mailed July 10, 2024.
TOTAL | 12 | 12 | 10 | 9 | 2 | 83% | 9 | 3 | 0 | 0 | 2 | Target: 100% collection prior to closing (July 9, 2024) for rollover participants and key stockholders; public float handled post-closing via Letter of Transmittal process. Outstanding: Calviren Strategic Holdings GmbH (W-8BEN-E); Halcyon and Meridian W-8BEN-Es received but pending final review.
[sheet: Withholding Analysis]
Withholding Category | Applicable IRC Section | Applicable Rate | Trigger / Applicability | Form Required to Avoid / Reduce Withholding | Responsible Party | Notes
Backup Withholding | Section 3406 | 24% | Applies to U.S. persons who fail to provide a valid, properly completed IRS Form W-9 with correct TIN | IRS Form W-9 | Cascade Corporate Services Inc. (as paying agent) | Paying agent must withhold 24% on merger consideration paid to any U.S. person who does not furnish a valid W-9. All 9 U.S. persons tracked have provided valid W-9s as of July 5, 2024.
FIRPTA Withholding | Sections 1445 / 897 | 15% | Applies to dispositions of U.S. real property interests by foreign persons; however, Cloudium Technologies plc is delivering a FIRPTA certificate at closing certifying it is not a U.S. real property holding corporation | FIRPTA Certificate (Section 1445(b)(3)) / W-8BEN-E | Calderwood & Harkness LLP (prepared form); Cloudium (delivers certificate) | FIRPTA certificate to be delivered at closing on July 9, 2024. Cloudium certifies it is not a USRPHC. No FIRPTA withholding required absent contrary facts. Analysis confirmed in Leonard Cross tax memo dated December 5, 2023.
NRA Withholding (Non-Resident Aliens / Foreign Entities) | Sections 1441 / 1442 | 30% (or reduced treaty rate) | Applies to fixed, determinable, annual, or periodical income paid to non-U.S. persons; merger consideration generally treated as sale proceeds (not subject to NRA withholding) unless characterized as dividend-equivalent. Treaty rate may apply. | IRS Form W-8BEN-E (entities) / W-8BEN (individuals) | Cascade Corporate Services Inc. (as paying agent) | Non-U.S. stockholders must provide valid W-8BEN-E or W-8BEN to claim treaty benefits or exemption. Merger consideration for share sales generally not subject to NRA withholding; analysis in Leonard Cross tax memo dated December 5, 2023. Three non-U.S. holders identified: Halcyon (UK), Meridian (Luxembourg), Kinross (Germany).
FATCA Withholding | Sections 1471–1474 (Chapter 4) | 30% | Applies to withholdable payments to non-participating FFIs or non-compliant NFFEs | IRS Form W-8BEN-E with proper Chapter 4 status | Cascade Corporate Services Inc. | Chapter 4 status must be identified on W-8BEN-E. Active NFFE, participating FFI, or deemed-compliant FFI status avoids FATCA withholding. Halcyon classified as Active NFFE; Meridian classified as Registered Deemed-Compliant FFI; Kinross classification TBD pending receipt of W-8BEN-E.
State Withholding (California) | Cal. Rev. & Tax Code § 18662 | 7% (non-resident withholding) | Applies to California-source income paid to non-residents of California; generally not applicable to merger consideration payments made by out-of-state paying agent | Form 590 (Withholding Exemption Certificate) or Form 587 | Cascade Corporate Services Inc. / Glenmore Thornton LLP | California state withholding analysis completed by Glenmore Thornton LLP (Richard Okamura). Determined not applicable to merger consideration paid by paying agent located in New York. No further action required.
[sheet: Key Dates & Deadlines]
Date | Event / Milestone | Status | Responsible Party | Notes
January 22, 2024 | Merger Agreement signed; Rollover Agreements executed by Jonathan Hargrove and Pinnacle Growth Ventures LLC | Complete | Calderwood & Harkness LLP / All parties | Signing date for Merger Agreement and ancillary agreements including Rollover Agreements, Stockholder Representative Agreement, and Non-competition Agreements.
December 5, 2023 | Tax memo on withholding analysis for merger consideration prepared by Leonard Cross | Complete | Leonard Cross / Calderwood & Harkness LLP | Analysis of FIRPTA, NRA withholding, backup withholding, and FATCA implications for merger consideration disbursement.
June 15, 2024 | W-9 / W-8BEN-E request letters sent to rollover participants and key stockholders | Complete | Andrew Fitzpatrick / Leonard Cross | Sent to Jonathan Hargrove, Pinnacle Growth Ventures LLC (Evelyn Carmichael), Douglas Pemberton, Sienna Whitfield, Nadia Chowdhury, Marcus Delaine, Rachel Osterberg, Tomoko Watanabe, Grandview Capital Management LP, Halcyon Asset Partners Ltd, Meridian European Opportunities Fund SICAV, and Calviren Strategic Holdings GmbH.
June 18, 2024 | W-9 received from Pinnacle Growth Ventures LLC | Complete | Leonard Cross | Reviewed and approved June 19, 2024.
June 20, 2024 | W-9 received from Jonathan Hargrove | Complete | Leonard Cross | Reviewed and approved June 21, 2024.
June 22, 2024 | W-9 received from Douglas Pemberton | Complete | Andrew Fitzpatrick | Stockholder Representative. Reviewed and approved June 24, 2024.
June 24, 2024 | W-9 received from Marcus Delaine | Complete | Andrew Fitzpatrick | Independent Director; Audit Committee Chair. Reviewed and approved June 25, 2024.
June 25, 2024 | W-9 received from Sienna Whitfield | Complete | Andrew Fitzpatrick | CFO of Cloudium. Reviewed and approved June 26, 2024.
June 26, 2024 | W-9 received from Grandview Capital Management LP | Complete | Leonard Cross | Significant U.S. institutional holder (5.00%). Reviewed and approved June 27, 2024.
June 27, 2024 | W-9 received from Rachel Osterberg | Complete | Andrew Fitzpatrick | Independent Director; Compensation Committee Chair. Reviewed and approved June 28, 2024.
June 28, 2024 | W-9 received from Nadia Chowdhury | Complete | Andrew Fitzpatrick | General Counsel of Cloudium. Reviewed and approved June 30, 2024.
June 29, 2024 | W-9 received from Tomoko Watanabe | Complete | Andrew Fitzpatrick | CTO of Cloudium. Reviewed and approved June 30, 2024.
July 1, 2024 | W-8BEN-E received from Halcyon Asset Partners Ltd (UK) | Under Review | Leonard Cross | Treaty rate claim (US-UK treaty, Art. 10) under review. Chapter 4 status: Active NFFE.
July 2, 2024 | W-8BEN-E received from Meridian European Opportunities Fund SICAV (Luxembourg) | Under Review | Leonard Cross | Treaty rate claim (US-Luxembourg treaty, Art. 10) under review. Chapter 4 status: Registered Deemed-Compliant FFI.
July 3, 2024 | Follow-up email sent to Calviren Strategic Holdings GmbH re: outstanding W-8BEN-E | Pending Response | Leonard Cross | Contact: Maximilian Brandt, Head of Legal. Escalation to Tiffany Rosenthal if not received by July 7, 2024.
July 5, 2024 | Tracker compiled and distributed to deal team | Complete | Leonard Cross | This tracker document. Reviewed by Tiffany Rosenthal.
July 7, 2024 | Deadline for Calviren Strategic Holdings GmbH W-8BEN-E (internal escalation deadline) | Pending | Leonard Cross / Tiffany Rosenthal | If not received, escalate to Tiffany Rosenthal for direct outreach to Kinross counsel.
July 8, 2024 | Pre-closing deliverables exchanged; confirm all rollover participant and key stockholder forms on file | Pending | Tiffany Rosenthal / Leonard Cross | Final confirmation of tax form completeness as part of closing checklist. All forms must be on file with Cascade Corporate Services Inc. and/or Cobalt Trust Company.
July 9, 2024 | Closing — FIRPTA certificate delivered; escrow funded ($544,000,000 to Cobalt Trust Company); merger consideration disbursed; Term Loan B funded ($3,740,000,000); existing debt repaid ($820,000,000 to Atlas Commercial Lending Corp.) | Pending | All parties | Certificate of Merger filed at 11:59 PM ET. Effective time of merger. FIRPTA certificate delivered by Cloudium. Backup withholding at 24% to be applied to any disbursement lacking valid W-9.
July 10, 2024 | Letters of Transmittal mailed to former stockholders by Cascade Corporate Services Inc.; Cloudium common stock (CLDM) delisted from Nasdaq | Pending | Cascade Corporate Services Inc. / Andrew Fitzpatrick | Public stockholders submit W-9 or W-8BEN-E with Letter of Transmittal to receive $36.92 per share. Backup withholding applied absent valid form.
July 9, 2025 | First escrow release — 50% ($272,000,000) released from Cobalt Trust Company | Future | Cobalt Trust Company / Calderwood & Harkness LLP | Net of any pending indemnification claims; R&W retention drops to $272,000,000 if no pending claims (per Northfield Assurance policy NFA-TRI-2024-00487).
January 9, 2026 | Second escrow release — remainder released; survival period expires (18 months post-closing) | Future | Cobalt Trust Company / Calderwood & Harkness LLP | Final release of escrow; indemnification survival period expiry. Any remaining escrow funds distributed to former stockholders.