1041-00005 · Client 1041 · Entity Formation

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PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP

Internal Memorandum

FROM: Garrett Simmons, Working Associate, Tax Calderwood & Harkness LLP 600 Lexington Avenue, 38th Floor New York, NY 10022

TO: Leonard Cross, Responsible Partner, Tax Calderwood & Harkness LLP 1900 K Street NW, Suite 1100 Washington, DC 20006

Sylvia Hartwell, Billing Partner, Tax Calderwood & Harkness LLP 600 Lexington Avenue, 38th Floor New York, NY 10022

Robert Jansen, Lead Associate, Tax Calderwood & Harkness LLP 1900 K Street NW, Suite 1100 Washington, DC 20006

DATE: June 16, 2025

RE: Coordination of Form 8832 Entity Classification Elections with Multi-Step Reorganization — Solara Digital Infrastructure LP Cross-Border Fund-Platform Reorganization

MATTER: Solara Digital Infrastructure LP — Private Letter Ruling Request

ENGAGEMENT NO.: 20250527-SDILP-PLR

CLIENT: Solara Digital Infrastructure LP (EIN: 82-4917366)

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I. Executive Summary

This memorandum analyzes the timing mechanics of IRS Form 8832 entity classification elections under Treasury Regulation § 301.7701-3 for the three newly formed entities in the Solara Digital Infrastructure LP cross-border fund-platform reorganization (the "Reorganization"). The central objective of this analysis is to ensure that each new entity is classified as a partnership for U.S. federal income tax purposes on or before the date of the first reorganization step in which it participates, thereby preserving the intended tax-free treatment of the multi-step transaction and supporting the rulings requested in the pending private letter ruling ("PLR") submission.

The three entities requiring Form 8832 elections are as follows:

1. Solara Consolidated Master Fund LP — a Delaware limited partnership, to be formed on September 15, 2025;

2. Solara International Feeder (Cayman) LP — a Cayman Islands exempted limited partnership, to be formed on or about September 15, 2025; and

3. Solara Tax-Exempt Feeder (Cayman) LP — a Cayman Islands exempted limited partnership, to be formed on or about September 15, 2025.

The critical constraint governing the timing of these elections is as follows: partnership classification must be effective for the Consolidated Master Fund LP no later than October 1, 2025, which is the target date for Step 2 of the Reorganization (the contribution of Fund IV-A Cayman portfolio assets to the Consolidated Master Fund LP in exchange for a limited partnership interest). For the two Cayman feeder LPs, partnership classification must be effective no later than December 1, 2025, which is the target date for Step 5 (the dissolution of legacy offshore vehicles and migration of limited partners into the feeder structures).

Conclusion. If the entities are formed on September 15, 2025 and Form 8832 elections are filed with a specified effective date of September 15, 2025, the elections will be timely and effective under the 75-day retroactivity rule set forth in Treasury Regulation § 301.7701-3(c)(1)(iii). Moreover, because each of the three entities should qualify for default partnership classification under the applicable provisions of Treasury Regulation § 301.7701-3(b), partnership status would apply from the date of formation even in the absence of an affirmative Form 8832 election. Nevertheless, we strongly recommend that affirmative elections be filed for all three entities — both to eliminate any ambiguity in the classification analysis and to provide a clean evidentiary record supporting Ruling 8 of the PLR request, which specifically seeks IRS confirmation of partnership classification for each entity. This memorandum further recommends that careful coordination and contingency planning be implemented, including preparation for late-election relief under Treasury Regulation § 301.7701-3(c)(1)(iii) and Revenue Procedure 2009-41, to address any delays that may arise from the EIN application process for the foreign entities or from Cayman formation timing.

The sections that follow set forth: (i) the factual background of the Reorganization and the entities requiring elections; (ii) the governing legal framework for entity classification elections; (iii) the available late-election relief mechanisms; (iv) a detailed timeline-mapping analysis coordinating formation, EIN applications, election filings, and reorganization steps; (v) entity-specific recommendations; (vi) contingency analysis for formation delays; (vii) procedural mechanics for filing Form 8832; (viii) the interaction of the entity classification elections with the PLR request; and (ix) a summary of recommendations and open items.

II. Background: The Reorganization and New Entity Formation

A. Overview of the Five-Step Reorganization

As described more fully in the Initial Tax Analysis Memorandum dated June 16, 2025, and the PLR Request Narrative and Ruling Specifications Memorandum currently under preparation, the Reorganization is a multi-step transaction planned for the fourth quarter of 2025, with a target effective date of December 1, 2025 for completion. The Reorganization is designed to consolidate Solara's offshore fund-platform architecture — currently comprising multiple vintage-specific Cayman and Luxembourg vehicles — into a streamlined master-feeder structure anchored by a single Delaware limited partnership. The five steps of the Reorganization are summarized below.

Step 1 — Formation of New Entities (Target: September 15, 2025). Solara will form four new entities: (i) Solara Consolidated Master Fund GP LLC, a Delaware limited liability company that will serve as the sole general partner of the Consolidated Master Fund LP; (ii) Solara Consolidated Master Fund LP, a Delaware limited partnership; (iii) Solara International Feeder (Cayman) LP, a Cayman Islands exempted limited partnership; and (iv) Solara Tax-Exempt Feeder (Cayman) LP, a Cayman Islands exempted limited partnership. In connection with Step 1, Form 8832 entity classification elections will be filed for each of the three entities that require affirmative elections (as discussed in detail in this memorandum), electing partnership classification effective as of the date of formation.

Step 2 — Contribution of Fund IV-A Cayman Assets (Target: October 1, 2025). Fund IV-A (Cayman) LP will contribute all of its portfolio assets — with an aggregate fair market value of approximately $2.31 billion, an adjusted tax basis of approximately $1.62 billion, and built-in gain of approximately $690 million — to the Consolidated Master Fund LP in exchange for a limited partnership interest. The intended U.S. federal income tax treatment of this contribution is nonrecognition under Section 721(a) of the Internal Revenue Code.

Step 3 — Contribution of Fund IV-B Luxembourg Assets (Target: October 15, 2025). Fund IV-B (Luxembourg) SCSp will contribute all of its portfolio assets — with an aggregate fair market value of approximately $1.16 billion (converted at an assumed exchange rate of 1.08 EUR/USD), an adjusted tax basis of approximately $844.6 million, and built-in gain of approximately $311 million — to the Consolidated Master Fund LP. The intended treatment is likewise nonrecognition under Section 721(a).

Step 4 — Contribution of Fund V Offshore Assets (Target: November 1, 2025). Fund V-A (Cayman) LP will contribute all of its portfolio assets (fair market value of approximately $2.89 billion; adjusted tax basis of approximately $2.34 billion; built-in gain of approximately $550 million) and Fund V-B (Luxembourg) SCSp will contribute all of its portfolio assets (fair market value of approximately $1.39 billion at 1.08 EUR/USD; adjusted tax basis of approximately $1.23 billion; built-in gain of approximately $162 million) to the Consolidated Master Fund LP. Nonrecognition under Section 721(a) is again the intended treatment.

Step 5 — Dissolution of Legacy Offshore Vehicles and LP Migration (Target: December 1, 2025). The legacy offshore fund vehicles (Fund IV-A Cayman, Fund IV-B Luxembourg, Fund V-A Cayman, and Fund V-B Luxembourg) will dissolve. In connection with the dissolution, non-U.S. limited partners (including Nordhaven Sovereign Wealth Fund and Kestrel Pacific Insurance Group) will roll their interests into the Solara International Feeder (Cayman) LP, and U.S. tax-exempt limited partners (including Pinnacle State Employees' Retirement System and Grandview University Endowment) will roll their interests into the Solara Tax-Exempt Feeder (Cayman) LP. Each feeder will, in turn, hold a limited partnership interest in the Consolidated Master Fund LP.

B. Entities Requiring Form 8832 Elections

Three of the four new entities formed in Step 1 require analysis of their entity classification for U.S. federal income tax purposes and, as recommended herein, affirmative Form 8832 elections. Each is described in turn below.

Solara Consolidated Master Fund LP. The Consolidated Master Fund LP will be organized as a Delaware limited partnership under the Delaware Revised Uniform Limited Partnership Act. Its sole general partner will be Solara Consolidated Master Fund GP LLC, a Delaware limited liability company. The registered agent for the Consolidated Master Fund LP will be Capitol Registered Agents Inc., located at 850 New Burton Road, Suite 201, Dover, Delaware 19904. Upon formation, the Consolidated Master Fund LP will have at least two members: the GP LLC (as general partner) and the initial limited partners admitted in connection with the formation. The Consolidated Master Fund LP is the critical-path entity for entity classification purposes because it must be classified as a partnership no later than October 1, 2025 — the date of Step 2, which is the first transaction step in which the Consolidated Master Fund LP participates as a receiving entity.

Solara International Feeder (Cayman) LP. The International Feeder will be organized as a Cayman Islands exempted limited partnership under the Exempted Limited Partnership Act (as revised) of the Cayman Islands. The registered office provider will be Harborstone Corporate Services Ltd., located in George Town, Grand Cayman. The International Feeder will serve as the feeder vehicle for non-U.S. investors, including Nordhaven Sovereign Wealth Fund and Kestrel Pacific Insurance Group, and will hold a limited partnership interest in the Consolidated Master Fund LP. Partnership classification must be effective for the International Feeder no later than December 1, 2025 — the date of Step 5, which is the first (and only) transaction step in which the International Feeder participates.

Solara Tax-Exempt Feeder (Cayman) LP. The Tax-Exempt Feeder will likewise be organized as a Cayman Islands exempted limited partnership, with Harborstone Corporate Services Ltd. serving as registered office provider. The Tax-Exempt Feeder will serve as the feeder vehicle for U.S. tax-exempt investors, including Pinnacle State Employees' Retirement System and Grandview University Endowment, and is designed to mitigate unrelated business taxable income ("UBTI") concerns for such investors. As with the International Feeder, partnership classification must be effective for the Tax-Exempt Feeder no later than December 1, 2025.

Note Regarding Solara Consolidated Master Fund GP LLC. The GP LLC is being formed as a Delaware single-member limited liability company. Under Treasury Regulation § 301.7701-3(b)(1)(ii), a domestic eligible entity with a single member is disregarded as an entity separate from its owner by default. The GP LLC will be a disregarded entity for U.S. federal income tax purposes unless and until a second member is admitted or a contrary election is made. No Form 8832 election is required or recommended for the GP LLC at this time. This memorandum does not further address the GP LLC's entity classification.

C. Why Partnership Classification Matters

The partnership classification of the Consolidated Master Fund LP and the two Cayman feeder LPs is not merely a formalistic concern — it is a foundational predicate for substantially all of the tax-free treatment sought in the PLR request. Eight specific rulings have been requested in the PLR, and the following rulings directly depend upon one or more of the new entities being classified as partnerships for U.S. federal income tax purposes:

Ruling 1 (Section 721 Nonrecognition). The contributions of portfolio assets in Steps 2, 3, and 4 are intended to qualify for nonrecognition treatment under Section 721(a) of the Code. Section 721(a) applies only to contributions of property to a "partnership" within the meaning of Subchapter K. If the Consolidated Master Fund LP were not classified as a partnership at the time of the contributions, Section 721(a) would be inapplicable, and the contributing funds would potentially recognize gain on the transfer of assets with aggregate built-in gain of approximately $1.72 billion.

Ruling 3 (Section 367 Inapplicability). A key element of the PLR request is the argument that Section 367 — which imposes gain recognition requirements on certain transfers of property to foreign corporations — does not apply to the contributions in Steps 2 through 4 because the receiving entity (the Consolidated Master Fund LP) is a partnership, not a corporation. If the Consolidated Master Fund LP were classified as a corporation (or if classification were uncertain), Section 367 could apply to the contributions by the Luxembourg entities, potentially triggering gain recognition and withholding obligations.

Ruling 4 (Section 731 Nonrecognition). The distributions and rollovers in Step 5 are intended to qualify for nonrecognition treatment under Section 731(a), which applies to distributions by a "partnership" to a partner. Partnership classification of both the dissolving legacy vehicles and the receiving feeder vehicles is essential to this analysis.

Ruling 5 (Section 752 Liability Shifting). The liability-shifting analysis under Section 752 — which governs the treatment of partnership liabilities as contributing to a partner's basis in a partnership interest — applies only to entities classified as partnerships. If any of the new entities were classified as corporations, the Section 752 analysis would be inapplicable, and the basis calculations for the contributing and receiving partners could differ materially.

Ruling 6 (Section 704(c) Built-In Gain Carryover). The carryover of built-in gain and the allocation of income, gain, loss, and deduction under Section 704(c) applies only in the partnership context. Partnership classification is a prerequisite for the application of the traditional method, the traditional method with curative allocations, or the remedial method under Treasury Regulation § 1.704-3.

Ruling 7 (Section 1446 Withholding). The withholding obligations under Section 1446 apply to partnerships with income effectively connected with a U.S. trade or business that have foreign partners. The analysis of withholding obligations in the PLR depends on the classification of the relevant entities as partnerships.

Ruling 8 (Partnership Classification Confirmation). Ruling 8 directly and specifically requests confirmation that the Consolidated Master Fund LP, the International Feeder, and the Tax-Exempt Feeder are each properly classified as partnerships for U.S. federal income tax purposes under Treasury Regulation § 301.7701-3.

In sum, if partnership classification were to fail or be delayed for any of the three new entities, the consequences would be severe. Contributions in Steps 2 through 4 could be recharacterized as transfers to a corporation, potentially triggering immediate gain recognition on approximately $1.72 billion in aggregate built-in gain, Section 367 applicability for the cross-border contributions, and a fundamental restructuring of the withholding and allocation analysis. The total fair market value of the assets being contributed to the Consolidated Master Fund LP across Steps 2 through 4 is approximately $7.75 billion, and the stakes of the classification analysis are commensurate with that figure.

III. Legal Framework: Entity Classification Elections Under Treas. Reg. § 301.7701-3

A. Default Classification Rules

The entity classification regulations under Treasury Regulation § 301.7701-3 (commonly known as the "check-the-box" regulations) provide default classification rules for "eligible entities" — i.e., business entities that are not per se corporations under Treasury Regulation § 301.7701-2(b). Each of the three new entities discussed in this memorandum is an eligible entity, as none is listed as a per se corporation. The default classification rules applicable to each are set forth below.

Domestic eligible entities (Treas. Reg. § 301.7701-3(b)(1)). Treasury Regulation § 301.7701-3(b)(1) provides two default rules for domestic eligible entities:

(i) A domestic eligible entity with two or more members is classified as a partnership unless it elects otherwise. Treas. Reg. § 301.7701-3(b)(1)(i).

(ii) A domestic eligible entity with a single member is disregarded as an entity separate from its owner unless it elects otherwise. Treas. Reg. § 301.7701-3(b)(1)(ii).

The Solara Consolidated Master Fund LP is a domestic entity (organized under Delaware law) and will have at least two members at all relevant times — the GP LLC (as general partner) and the contributing funds (as limited partners). Accordingly, the Consolidated Master Fund LP defaults to partnership classification under Treasury Regulation § 301.7701-3(b)(1)(i). An affirmative Form 8832 election is technically not required to achieve partnership classification, but as discussed further below, one is strongly recommended for evidentiary and practical reasons.

Foreign eligible entities (Treas. Reg. § 301.7701-3(b)(2)). Treasury Regulation § 301.7701-3(b)(2) provides more complex default rules for foreign eligible entities, hinging on the liability characteristics of the entity's members:

(i) A foreign eligible entity with two or more members is classified as a partnership if at least one member has unlimited liability. Treas. Reg. § 301.7701-3(b)(2)(i)(A).

(ii) A foreign eligible entity with two or more members is classified as an association taxable as a corporation if no member has unlimited liability. Treas. Reg. § 301.7701-3(b)(2)(i)(B).

(iii) A foreign eligible entity with a single member is disregarded if its single member has unlimited liability. Treas. Reg. § 301.7701-3(b)(2)(ii)(A).

(iv) A foreign eligible entity with a single member is classified as an association taxable as a corporation if its single member does not have unlimited liability. Treas. Reg. § 301.7701-3(b)(2)(ii)(B).

The two Cayman Islands exempted limited partnerships — the International Feeder and the Tax-Exempt Feeder — are foreign entities organized under Cayman Islands law. Each will have at least two members (a general partner and limited partners). Under the Cayman Islands Exempted Limited Partnership Act (as revised), the general partner of an exempted limited partnership has unlimited liability for the debts and obligations of the partnership. Assuming that the Cayman formation documents confirm the unlimited liability of the general partner — a point that should be verified with Meridian Offshore Legal (Fiona McAllister) — the default classification for each Cayman feeder LP is partnership under Treasury Regulation § 301.7701-3(b)(2)(i)(A).

Notwithstanding the availability of default partnership classification for all three entities, affirmative Form 8832 elections are recommended for each. The reasons for this recommendation are discussed in detail in Section III.D below and in Section VI of this memorandum.

B. Form 8832 Filing Requirements

The procedural requirements for filing an entity classification election on Form 8832 are governed by the instructions to the form and by Treasury Regulation § 301.7701-3(c). The key requirements are as follows:

Filing location. Form 8832 must be filed with the IRS service center designated in the form's current instructions. For domestic entities, this is generally the service center corresponding to the entity's principal office location. For entities with a principal office in Delaware, the applicable service center is the Internal Revenue Service Center in Ogden, Utah. For foreign entities, the form is filed with the Internal Revenue Service Center, Ogden, UT 84201-0023, or such successor address as may be designated in the current Form 8832 instructions at the time of filing. Electronic filing may also be available for certain domestic entities.

Signatory requirements. Form 8832 must be signed by each member of the entity, or by an officer, manager, or member who is authorized to make the election on behalf of the entity. For purposes of the three Solara entities, the signatory analysis is discussed in Section VIII.B below.

EIN requirement. A valid Employer Identification Number ("EIN") must be obtained before Form 8832 can be filed. The entity must apply for an EIN on Form SS-4 or through the IRS online EIN application. For domestic entities, the online EIN application typically provides an EIN immediately or within 24 hours. For foreign entities without a responsible party holding a U.S. taxpayer identification number, the EIN application must be submitted via fax or mail, and processing times can be significantly longer — in the range of four to six weeks. This disparity in processing times is a material risk factor for the Cayman entities, as discussed in Section V.B below.

Procedural sequencing. The required procedural sequence for entity classification elections is as follows:

(1) Form the entity under the applicable state or foreign law (e.g., file the Certificate of Formation or Certificate of Limited Partnership with the Delaware Secretary of State, or complete the Cayman formation process through offshore counsel);

(2) Apply for an EIN for the entity (Form SS-4 or online application);

(3) Upon receipt of the EIN, complete Form 8832 and file with the applicable IRS service center.

This sequencing imposes a floor on how quickly Form 8832 can be filed after formation, and the EIN step is the primary bottleneck — particularly for the Cayman entities.

C. Effective Date Rules and the 75-Day Retroactivity Rule

The effective date rules for entity classification elections are set forth in Treasury Regulation § 301.7701-3(c)(1). These rules are of central importance to the timing analysis in this memorandum.

General rule. An entity classification election is effective on the date specified by the entity on Form 8832. Treas. Reg. § 301.7701-3(c)(1)(i). The entity has discretion to select the effective date, subject to two constraints set forth in Treasury Regulation § 301.7701-3(c)(1)(iii).

The 75-day retroactivity rule. The specified effective date may not be more than 75 days prior to the date on which the election is filed. Treas. Reg. § 301.7701-3(c)(1)(iii). This means that an entity can elect classification retroactively, but only up to 75 days before the filing date.

The 12-month prospective limit. The specified effective date may not be more than 12 months after the date on which the election is filed. Id. This means that an entity can elect classification prospectively, but only up to 12 months in the future.

Together, these two constraints create a "window" for the specified effective date that runs from 75 days before the filing date to 12 months after the filing date. For the Solara entities, the retroactivity rule is the operative constraint, because the objective is to ensure that partnership classification is effective as of the date of formation — which, for all three entities, is expected to be September 15, 2025.

Application to the Consolidated Master Fund LP. The Consolidated Master Fund LP is expected to be formed on September 15, 2025. If Form 8832 is filed on any date on or before November 29, 2025 (which is 75 days after September 15, 2025), the election can specify an effective date of September 15, 2025 and will be timely. Step 2 — the first reorganization step requiring the Consolidated Master Fund LP to be classified as a partnership — is scheduled for October 1, 2025, which is only 16 days after the formation date. As a domestic entity, the Consolidated Master Fund LP can obtain an EIN online, typically within 24 hours, and can therefore file Form 8832 within days of formation. The recommended approach is to file Form 8832 on or as close to September 15, 2025 as practicable, specifying September 15, 2025 as the effective date. This provides maximum lead time and eliminates the risk of classification issues arising before Step 2. Even under the worst-case scenario — in which Form 8832 is not filed until November 29, 2025 — the 75-day retroactivity rule would permit the election to be effective as of September 15, 2025, and partnership classification would be retroactively effective before Step 2.

Application to the Cayman feeder LPs. The two Cayman feeder LPs are likewise expected to be formed on or about September 15, 2025. The 75-day retroactivity window for a September 15 formation date extends to November 29, 2025. The first reorganization step involving the feeder LPs is Step 5, scheduled for December 1, 2025. Accordingly, even under the retroactivity rule, filing must occur on or before November 29, 2025 to achieve an effective date of September 15, 2025. This date falls just two days before the Step 5 target date, leaving a very narrow margin of safety if November 29 is the actual filing date. However, the Cayman feeders have significantly more scheduling flexibility than the Consolidated Master Fund LP, because they do not participate in Steps 2 through 4. The principal risk for the Cayman feeders is the EIN application timeline, as foreign entities cannot obtain EINs online and may experience processing delays of four to six weeks.

The recommended approach for the Cayman feeders is to file Form 8832 elections as soon as EINs are obtained, specifying September 15, 2025 (or the actual formation date, if different) as the effective date. Assuming formation on September 15, 2025 and EIN receipt by late October 2025, Form 8832 elections could be filed in late October or early November 2025 — well within the 75-day window and well before Step 5.

D. Interaction with Default Classification

As noted in Section III.A, each of the three new entities should default to partnership classification under the applicable provisions of Treasury Regulation § 301.7701-3(b) — the Consolidated Master Fund LP under § 301.7701-3(b)(1)(i) (domestic, multi-member) and the two Cayman feeder LPs under § 301.7701-3(b)(2)(i)(A) (foreign, general partner with unlimited liability, multi-member). Under the default classification rules, partnership status would apply from the date of formation, without the need for any affirmative election.

This raises the question of whether affirmative Form 8832 elections are necessary. The answer is that they are not strictly required but are strongly recommended, for the following reasons:

(i) PLR Ruling 8. The PLR request specifically seeks IRS confirmation that each of the three new entities is properly classified as a partnership under Treasury Regulation § 301.7701-3. The IRS will expect to see affirmative elections on file as part of the evidentiary record supporting Ruling 8. An absence of affirmative elections — particularly for the foreign entities — could prompt additional questions from the IRS reviewing attorney and delay the PLR process.

(ii) Ambiguity in the unlimited-liability analysis for the Cayman entities. The default-to-partnership classification for the Cayman feeder LPs under Treasury Regulation § 301.7701-3(b)(2)(i)(A) depends on the determination that at least one member (the general partner) has "unlimited liability" within the meaning of Treasury Regulation § 301.7701-3(b)(2)(ii). This determination requires analysis of the Cayman formation documents and the Exempted Limited Partnership Act. While we believe the general partner should have unlimited liability under Cayman law, affirmative elections eliminate the risk that the IRS could reach a different conclusion on the unlimited-liability question.

(iii) Clean record for PLR exhibits. The PLR request will include exhibits identifying each new entity and its classification. Filed Form 8832 elections, when provided to the IRS as supplemental submissions, will serve as definitive evidence of the intended and effective classification of each entity. This is far preferable to relying on a legal argument about default classification, which the IRS would need to independently evaluate.

For these reasons, we recommend that affirmative Form 8832 elections be filed for all three new entities, and that the filing of Form 8832 be treated as a priority action item in the Reorganization timeline.

IV. Late-Election Relief

Although our recommendation is to file Form 8832 elections promptly upon entity formation, this section addresses the relief mechanisms available if, for any reason, the elections are not filed within the 75-day retroactivity window. Understanding these mechanisms is essential to contingency planning, particularly given the EIN delay risk for the Cayman entities.

A. Treas. Reg. § 301.7701-3(c)(1)(iii) — Consequences of Late Filing

If Form 8832 is not filed within the 75-day retroactivity window — i.e., within 75 days after the specified effective date — the specified effective date cannot predate the filing date by more than 75 days. In practice, this means that if the entities are formed on September 15, 2025 and Form 8832 is not filed until after November 29, 2025, the earliest permissible effective date for the election would be 75 days before the actual filing date. For example, if Form 8832 were filed on December 15, 2025, the earliest permissible effective date would be October 1, 2025 (75 days before December 15), which would leave a gap period from September 15 to September 30, 2025 during which no affirmative election would be in effect.

During such a gap period, the entity's classification would depend on the applicable default rule. For the Consolidated Master Fund LP, the default is partnership, so the gap period would be covered. For the Cayman feeder LPs, the default is likewise partnership (assuming the general partner has unlimited liability), but any ambiguity in the default analysis could create risk during the gap period.

The more significant concern is that a late filing could raise procedural issues with the IRS in the context of the PLR request and could be viewed as evidence of less-than-meticulous compliance — a perception that should be avoided in connection with a PLR involving $7.75 billion in assets and $1.72 billion in built-in gain.

B. Rev. Proc. 2009-41 — Simplified Late-Election Relief

Revenue Procedure 2009-41, 2009-39 I.R.B. 439, provides a simplified method for an eligible entity to obtain relief for a late entity classification election. The relief is available under the general authority of Treasury Regulation §§ 301.9100-1 through 301.9100-3, but is granted through a streamlined administrative process rather than a formal private letter ruling request. The requirements for relief under Revenue Procedure 2009-41 are as follows:

(i) The entity failed to timely file Form 8832 (i.e., failed to file within the 75-day retroactivity window or within the applicable filing deadline);

(ii) The entity has not filed a federal tax return for the first tax year in which the election was intended to be effective;

(iii) The entity is not attempting to change a previously effective classification (i.e., the entity is seeking an initial classification, not a reclassification);

(iv) The entity has reasonable cause for the failure to timely file the election.

Application to the Solara entities. If, for any reason, the filing of Form 8832 is delayed beyond the 75-day retroactivity window for any of the three new entities — whether due to delays in obtaining EINs for the Cayman entities, delays in Cayman formation, administrative oversight, or other causes — Revenue Procedure 2009-41 relief should be available, provided the above conditions are met. In particular:

• The entities are newly formed and have not filed any federal tax returns, satisfying condition (ii).

• The entities have not had any prior classification elections, satisfying condition (iii).

• Delays in EIN processing for foreign entities, which are well-documented, would constitute "reasonable cause" for purposes of condition (iv). Similarly, delays attributable to offshore formation proceedings or unexpected regulatory requirements would likely qualify.

To obtain relief under Revenue Procedure 2009-41, the entity would file Form 8832 with the words "FILED PURSUANT TO REV. PROC. 2009-41" written prominently at the top of the form. The form would be accompanied by a reasonable-cause statement explaining the reason for the late filing. No user fee is required, and no private letter ruling request is necessary.

While Revenue Procedure 2009-41 provides a valuable safety net, reliance on it should be avoided. Filing a Form 8832 with a "FILED PURSUANT TO REV. PROC. 2009-41" notation in the context of a PLR request involving eight specific rulings and billions of dollars in assets would be an unwelcome development. The IRS reviewing attorney could view the late filing as indicative of broader execution concerns, potentially complicating the PLR process.

C. Treas. Reg. §§ 301.9100-1 Through 301.9100-3 — General Relief for Late Regulatory Elections

If Revenue Procedure 2009-41 relief is unavailable — for example, because a federal tax return has already been filed for the first year in which the election was intended to be effective, or because the entity is seeking to change a previously effective classification — relief for a late election must be sought under the more general provisions of Treasury Regulation §§ 301.9100-1 through 301.9100-3.

Under Treasury Regulation § 301.9100-3, the taxpayer must demonstrate two things:

(i) The taxpayer acted reasonably and in good faith; and

(ii) The grant of relief will not prejudice the interests of the government.

A request for relief under § 301.9100-3 requires the filing of a private letter ruling request with the IRS, including payment of the applicable user fee and submission of a detailed factual statement and legal analysis. The processing time for such requests can be six months or longer, and the outcome is uncertain.

The need to seek § 301.9100-3 relief would impose significant additional costs and delays on the Reorganization and the PLR process. It would also introduce uncertainty into the classification analysis that is inconsistent with the precision required for the PLR request.

Recommendation. The need for § 301.9100-3 relief should be avoided entirely by filing Form 8832 elections promptly upon entity formation. If timely filing proves impossible, Revenue Procedure 2009-41 should be pursued as the primary remedy. Section 301.9100-3 relief should be viewed as the option of last resort.

V. Coordination Analysis: Timeline Mapping

A. Critical-Path Timeline

The following table maps the key events in the entity formation and classification process against the steps of the Reorganization, identifying the critical-path deadlines and the windows of flexibility for each filing.

The critical path runs through the Consolidated Master Fund LP, which must be classified as a partnership by October 1, 2025 — only 16 days after the target formation date. As a domestic entity, the Consolidated Master Fund LP can obtain an EIN online within 24 hours, and Form 8832 can be filed within the first week after formation with minimal procedural risk. The Cayman feeder LPs have more scheduling flexibility (their first participation in the Reorganization is December 1, 2025), but face greater procedural risk due to EIN processing delays for foreign entities.

B. EIN Delay Risk for Foreign Entities

The EIN application process is the principal procedural risk factor in the Form 8832 filing timeline. The risk profile differs significantly between domestic and foreign entities.

Domestic entities (Consolidated Master Fund GP LLC and Consolidated Master Fund LP). For domestic entities, EINs can be obtained online through the IRS EIN application at www.irs.gov, typically instantly or within 24 hours. The only prerequisite is that the entity must have a valid taxpayer identification number (EIN or Social Security Number) for the "responsible party" designated on the application. Assuming Viktor Raines or another authorized individual has a U.S. taxpayer identification number, the EIN application for the domestic entities can be completed on the day of formation. Form 8832 can then be completed and filed within days. The risk of delay for the domestic entities is low.

Cayman Islands entities (International Feeder and Tax-Exempt Feeder). For foreign entities, the EIN application process is more burdensome. If the "responsible party" for the foreign entity does not have a U.S. taxpayer identification number (SSN or ITIN), the entity cannot apply for an EIN online. Instead, the entity must file Form SS-4 (Application for Employer Identification Number) by fax or mail. The IRS has indicated that fax applications are processed in approximately four business days, but practitioners have experienced processing times of four to six weeks, particularly for foreign entities. This delay could push the EIN receipt date for the Cayman feeders into late October or even mid-November 2025.

Mitigation strategies. We recommend the following strategies to mitigate the EIN delay risk for the Cayman entities:

(i) Identify a responsible party with a U.S. TIN. If Viktor Raines (or another authorized individual associated with the Solara platform) has a valid U.S. Social Security Number or ITIN, he may be designated as the "responsible party" on the EIN application for each Cayman entity. This would enable the use of the online EIN application, which would provide an EIN within 24 hours. This is the most effective mitigation strategy and should be explored immediately.

(ii) Pre-stage Form SS-4 packages. If the online application is not available, Form SS-4 packages for the Cayman entities should be fully prepared in advance of formation, with all fields completed except for the entity name and formation date (if the final entity names are not yet confirmed). On the day of formation (September 15, 2025), the completed Form SS-4 packages should be submitted by fax immediately. This minimizes the delay between formation and EIN application.

(iii) Monitor and follow up. If Form SS-4 is submitted by fax, the filing team should follow up with the IRS by telephone after five business days to confirm receipt and check processing status. The IRS EIN assignment line is (267) 941-1099 (for international applicants).

Even under the worst-case scenario — in which EINs for the Cayman entities are not received until six weeks after application (approximately late October 2025) — the 75-day retroactivity window still permits Form 8832 elections with an effective date of September 15, 2025, provided the elections are filed by November 29, 2025. The risk is manageable, but close monitoring is required.

C. Cayman Formation Timing Considerations

The formation of the Cayman feeder LPs is being handled by Meridian Offshore Legal (contact: Fiona McAllister). The typical timeline for formation of a Cayman Islands exempted limited partnership is three to five business days from the date instructions are provided and all required documentation is submitted, including the executed exempted limited partnership agreement, the registration application, and the applicable KYC/AML documentation for all principals.

However, additional processing time may be required for registration with the Cayman Islands Monetary Authority ("CIMA") if the feeder entities will be structured as registered funds. The CIMA registration process can add an additional two to four weeks, depending on the completeness of the application and the current volume of applications being processed.

Recommendation. Formation instructions should be submitted to Meridian Offshore Legal no later than September 5, 2025, accompanied by all required documents, to ensure that the September 15, 2025 formation target is achievable. All KYC/AML documentation for the principals of the feeder entities (including the general partner entities and key individuals) should be pre-cleared with Harborstone Corporate Services Ltd. and Meridian Offshore Legal in advance of the formation instructions. A separate formation instructions memorandum is being prepared for Meridian Offshore Legal and will be circulated for review by the deal team.

Coordination note. If Cayman formation is delayed beyond September 15, 2025, the impact on the Form 8832 filing timeline and the Reorganization steps must be reassessed. Because the Cayman feeders do not participate in the Reorganization until Step 5 (December 1, 2025), a moderate delay in Cayman formation (up to two to three weeks) would not jeopardize the Reorganization timeline, provided that Form 8832 elections are filed within the 75-day retroactivity window measured from the actual formation date.

VI. Specific Recommendations by Entity

A. Solara Consolidated Master Fund LP

Classification. Partnership (domestic eligible entity with two or more members).

Default rule. The Consolidated Master Fund LP would default to partnership classification under Treasury Regulation § 301.7701-3(b)(1)(i) without any affirmative election. The default classification would be effective from the date of formation (September 15, 2025).

Recommendation. File Form 8832 affirmatively, specifying September 15, 2025 (the date of formation) as the effective date. The election should be filed on or within one week of formation — i.e., on or before September 22, 2025. This is the highest-priority election in the Reorganization because the Consolidated Master Fund LP is the critical-path entity: it must be classified as a partnership before Step 2 (October 1, 2025), and it participates in every subsequent step of the Reorganization (Steps 3 and 4 as the receiving entity for additional contributions).

Deadline analysis. The absolute latest filing date for retroactivity to September 15, 2025 is November 29, 2025 (75 days after September 15). However, this deadline is misleading in context. Step 2 occurs on October 1, 2025 — only 16 days after formation. Although the default classification as a partnership would already be operative on October 1 regardless of when Form 8832 is filed, the affirmative election should be on file before Step 2 to provide a definitive record of classification. Filing by September 22, 2025 — nine days before Step 2 — provides a reasonable buffer.

Risk if Form 8832 is not filed. The risk is low from a substantive classification perspective, because the default classification as a partnership applies from formation. However, the risk is moderate from a procedural and presentational perspective in the PLR context. The PLR explicitly requests a ruling on partnership classification (Ruling 8), and the IRS will expect to see an affirmative election on file. The absence of a filed Form 8832 could prompt the IRS reviewing attorney to question the entity's classification and could delay the PLR process.

B. Solara International Feeder (Cayman) LP

Classification. Partnership (foreign eligible entity, general partner with unlimited liability, two or more members).

Default rule. The International Feeder should default to partnership classification under Treasury Regulation § 301.7701-3(b)(2)(i)(A), assuming the general partner has unlimited liability under Cayman law. This assumption should be confirmed with Meridian Offshore Legal (see Section XI, Open Items).

Recommendation. File Form 8832 affirmatively. Specify September 15, 2025 (or the actual date of Cayman formation, if different) as the effective date. File as soon as the EIN is obtained.

Deadline analysis. Step 5 (December 1, 2025) is the first step in which the International Feeder participates. The 75-day retroactivity window provides until November 29, 2025 to file with a September 15, 2025 effective date. Even accounting for a 4–6 week EIN processing delay (EIN received in late October to early November), filing should be achievable well before both the November 29 retroactivity deadline and the December 1 Step 5 date. Nevertheless, the margin of safety is narrower than for the domestic entities, and close monitoring of the EIN application is essential.

Risk if not filed by December 1. If partnership classification is not effective by the date of Step 5, the LP rollover into the International Feeder could be treated as a transfer to an entity with uncertain classification — potentially an association taxable as a corporation under the foreign-entity default rules if the unlimited-liability analysis were to fail. Such a recharacterization would fundamentally alter the tax consequences of the LP migration and would undermine Rulings 4 (Section 731 nonrecognition), 7 (Section 1446 withholding), and 8 (partnership classification confirmation) of the PLR request. Non-U.S. limited partners rolling into the International Feeder — including Nordhaven Sovereign Wealth Fund and Kestrel Pacific Insurance Group — would face materially different tax consequences if the feeder were classified as a corporation rather than a partnership.

C. Solara Tax-Exempt Feeder (Cayman) LP

Classification and default analysis. The classification analysis for the Tax-Exempt Feeder is identical in all material respects to the analysis for the International Feeder set forth in Section VI.B above. The Tax-Exempt Feeder is a foreign eligible entity with two or more members, the general partner of which has unlimited liability under Cayman law (subject to confirmation). It should default to partnership classification under Treasury Regulation § 301.7701-3(b)(2)(i)(A).

Additional consideration — UBTI sensitivity. The Tax-Exempt Feeder is designed as the feeder vehicle for U.S. tax-exempt investors, including Pinnacle State Employees' Retirement System (with aggregate commitments of $275 million in Fund IV and $340 million in Fund V) and Grandview University Endowment (with aggregate commitments of $120 million in Fund IV and $185 million in Fund V). U.S. tax-exempt investors are particularly sensitive to entity classification because a corporate classification for the feeder entity could generate unrelated business taxable income ("UBTI") through debt-financed income under Section 514 of the Code. One of the primary purposes of the feeder structure is to insulate tax-exempt investors from UBTI; if the feeder were classified as a corporation, this purpose would be defeated, and the tax-exempt investors could face unexpected tax liabilities on income that would otherwise be exempt.

The UBTI implications of a classification failure make the Tax-Exempt Feeder election at least as important as the International Feeder election from a practical consequences standpoint, even though the legal analysis is the same.

Recommendation. Same as for the International Feeder — file Form 8832 affirmatively, specifying the formation date as the effective date, as soon as the EIN is obtained. Monitor EIN processing closely and pursue mitigation strategies described in Section V.B.

VII. Contingency: What If Formation Is Delayed Beyond September 15, 2025?

The Reorganization timeline assumes that all four new entities will be formed on or about September 15, 2025. This section addresses the consequences of a delay in entity formation on the Form 8832 filing timeline and the Reorganization steps.

A. Impact on Step 2 (October 1, 2025)

Step 2 — the contribution of Fund IV-A Cayman portfolio assets to the Consolidated Master Fund LP — cannot occur until the Consolidated Master Fund LP has been formed and is classified as a partnership. If the formation of the Consolidated Master Fund LP is delayed beyond September 15, 2025, Step 2 may need to be postponed.

The compressed timeline between formation and Step 2 (16 days) means that even a modest delay in formation could create operational risk. For example:

• If formation occurs on September 25, 2025 — only six days before Step 2 — Form 8832 could theoretically be filed that same day (online submission for a domestic entity) with an effective date of September 25, 2025. Partnership classification would be effective, but the compressed timeline leaves no room for any procedural complications (e.g., delayed EIN, errors on the EIN application, errors on Form 8832).

• If formation occurs on September 30, 2025 — one day before Step 2 — the risk becomes acute. While default partnership classification would apply from September 30, there would be no time to obtain an EIN and file Form 8832 before Step 2. The affirmative election would necessarily post-date Step 2, although retroactivity to September 30 would be available under the 75-day rule.

Recommendation. A minimum 10-business-day buffer between the formation of the Consolidated Master Fund LP and Step 2 should be maintained. If formation cannot occur by September 18, 2025 (which would provide approximately 10 business days before October 1, 2025), the deal team should evaluate postponing Step 2 to a later date — e.g., October 15, 2025 (which is also the target date for Step 3). Combining Steps 2 and 3 on a single date would eliminate the separate Step 2 deadline while preserving the overall Reorganization timeline.

B. Impact on Steps 3–5

Steps 3 (October 15, 2025), 4 (November 1, 2025), and 5 (December 1, 2025) have progressively greater distance from the September 15 formation target. A delay in entity formation is therefore less critical for these steps, provided the following conditions are met:

• The Consolidated Master Fund LP must be formed and classified as a partnership before Step 2 (or, if Step 2 is postponed, before the revised Step 2 date).

• The two Cayman feeder LPs must be formed and classified as partnerships before Step 5 (December 1, 2025). Given the 75-day retroactivity window, the Cayman feeders could be formed as late as early November 2025 and still achieve partnership classification effective as of their formation date in time for Step 5. However, such a compressed timeline would significantly increase the risk of complications and should be avoided.

C. Impact on PLR Submission (August 15, 2025)

The PLR request is targeted for submission to the IRS on or about August 15, 2025 — approximately one month before the target entity formation date of September 15, 2025. As a result, the PLR request will be submitted before any of the new entities have been formed and before any Form 8832 elections have been filed.

The PLR request will describe the three new entities as "to be formed" and will include representations that:

(i) Each entity will be formed on or about September 15, 2025;

(ii) Form 8832 entity classification elections will be filed for each entity upon formation, specifying the formation date as the effective date; and

(iii) Copies of the filed Form 8832 elections will be provided to the IRS as supplemental submissions upon filing.

No Form 8832 elections will be attached to the initial PLR submission, because the elections will not yet exist at the time of submission. However, once the elections are filed, copies should be transmitted to the IRS promptly — ideally as part of the Supplemental Submission Letter to IRS — to complete the evidentiary record supporting Ruling 8.

VIII. Procedural Mechanics: Filing Form 8832

A. Filing Instructions

The filing location for Form 8832 depends on the entity's organizational jurisdiction and principal office location.

Domestic entities (Consolidated Master Fund LP). For domestic entities with a principal office in Delaware or New York, Form 8832 should be filed with the Internal Revenue Service Center in Ogden, Utah, in accordance with the current Form 8832 instructions. Electronic filing may be available and should be used if practicable, as it provides faster processing and an electronic confirmation of receipt. If filed by mail, the form should be sent to:

Internal Revenue Service Ogden, UT 84201-0023

Foreign entities (International Feeder and Tax-Exempt Feeder). For foreign entities, Form 8832 should be filed with the Internal Revenue Service Center, Ogden, UT 84201-0023, or at such successor address as may be designated in the current Form 8832 instructions at the time of filing.

Attachment to tax return. A copy of the filed Form 8832 must be attached to the entity's first federal income tax return. For entities classified as partnerships, this will be Form 1065 (U.S. Return of Partnership Income). The filing team should retain copies of each Form 8832 in the engagement files and should provide a copy to Caldwell Pierce & Co. LLP (Helen Okamoto) for inclusion with the entities' first Form 1065 filings.

B. Signatory Requirements

Form 8832 must be signed by each member of the entity, or by an officer, manager, or member who is authorized to make the election on behalf of the entity. The form includes a signature block and a certification that the signer is authorized to make the election.

Consolidated Master Fund LP. The Form 8832 election for the Consolidated Master Fund LP should be signed by Viktor Raines, in his capacity as Managing Partner of Solara Consolidated Master Fund GP LLC (the sole general partner of the Consolidated Master Fund LP). As Managing Partner of the GP LLC, Mr. Raines is authorized to act on behalf of the partnership in making the entity classification election. If Mr. Raines is unavailable on the target filing date, an alternate authorized signatory should be identified in advance — this is an open item to be confirmed with Stefan Dalmqvist and Priya Narasimhan (see Section XI).

Cayman feeder LPs. The Form 8832 elections for the International Feeder and Tax-Exempt Feeder should be signed by the authorized representative of each entity's general partner. The identity of the signatory will depend on the structure of the general partner entities for the Cayman feeders, which should be confirmed as part of the formation process with Meridian Offshore Legal.

C. Coordination with EIN Applications

The procedural steps for obtaining EINs and filing Form 8832 elections should be coordinated carefully to minimize delays. The recommended sequence, for each entity, is as follows:

1. Form the entity under the applicable law (file Certificate of Formation and Certificate of Limited Partnership with the Delaware Secretary of State for the domestic entities; complete the Cayman formation process through Meridian Offshore Legal for the foreign entities).

2. Apply for an EIN. For domestic entities, apply online at www.irs.gov on the day of formation. For foreign entities, submit Form SS-4 by fax on the day of formation (or as soon as the entity is formed), using a pre-staged Form SS-4 package.

3. Upon receipt of the EIN, complete and file Form 8832. Specify the formation date as the effective date of the election. File with the applicable IRS service center.

4. Retain copies of the filed Form 8832 for the engagement files and for the PLR exhibit package. Provide copies to Caldwell Pierce & Co. LLP for tax return preparation purposes.

5. Transmit copies to the IRS as a supplemental submission to the PLR request, coordinated with the Supplemental Submission Letter to IRS.

IX. Interaction with PLR Request (Ruling 8)

Ruling 8 of the PLR request specifically asks the Internal Revenue Service to confirm that each of the three new entities — Solara Consolidated Master Fund LP, Solara International Feeder (Cayman) LP, and Solara Tax-Exempt Feeder (Cayman) LP — is properly classified as a partnership for U.S. federal income tax purposes under Treasury Regulation § 301.7701-3.

The relationship between the Form 8832 elections and the PLR request is symbiotic. On one hand, the filing of Form 8832 elections provides the evidentiary foundation for the IRS to issue Ruling 8; on the other hand, Ruling 8 provides the ultimate confirmation that the entity classification elections have been properly made and that the entities are correctly classified as partnerships. The following coordination points should be observed:

Representations in the PLR request. The PLR request should include specific representations that Form 8832 elections will be filed for each of the three entities, specifying the formation date as the effective date of the election. These representations should be included in the entity identification section of the PLR request and should also be referenced in the discussion of Ruling 8.

Supplemental submission. Once the Form 8832 elections are filed (expected to occur between September 15, 2025 and November 29, 2025), copies should be provided to the IRS as a supplemental submission. The supplemental submission should be transmitted to the IRS National Office (CC:INTL and CC:PSI, as applicable) with a cover letter identifying the PLR request, the entities to which the elections relate, and the effective dates of the elections. This should be coordinated with the Supplemental Submission Letter to IRS being prepared by the deal team.

PLR exhibits. The Form 8832 elections and their effective dates should be cross-referenced in PLR Exhibit D (Schedule of Contributing Entities and Assets) and in the entity identification section of the PLR request. If the PLR request is submitted before the elections are filed (which is expected, given the August 15 PLR submission date and the September 15 entity formation date), the PLR should note that copies of the elections will be provided as a supplemental submission.

IRS expectations. Based on our experience with entity classification rulings in the PLR context, the IRS reviewing attorney assigned to the Solara PLR will expect to see filed Form 8832 elections as part of the administrative record. The absence of elections — even where default classification applies — could prompt additional questions and could delay the processing of Ruling 8. Affirmative elections, filed promptly and submitted as a supplement, will facilitate a cleaner and faster review process.

X. Summary of Recommendations

Based on the foregoing analysis, we make the following specific recommendations:

1. File Form 8832 elections for all three new entities — the Consolidated Master Fund LP, the International Feeder, and the Tax-Exempt Feeder — even though default partnership classification likely applies to each entity under the applicable provisions of Treasury Regulation § 301.7701-3(b). Affirmative elections are recommended for the reasons set forth in Section III.D of this memorandum, including the evidentiary requirements of the PLR request, the need to eliminate ambiguity in the foreign-entity default classification analysis, and the importance of a clean administrative record.

2. Target filing date for the Consolidated Master Fund LP: On or before September 22, 2025 (within one week of the September 15, 2025 formation date), specifying September 15, 2025 as the effective date. The absolute latest filing date for retroactivity to September 15, 2025 is November 29, 2025 (75 days after formation). Filing within the first week after formation provides a nine-day buffer before Step 2 (October 1, 2025) and is strongly recommended.

3. Target filing date for the two Cayman feeder LPs: As soon as EINs are obtained, but in no event later than November 29, 2025 (75 days after the September 15, 2025 formation date). Accounting for the 4–6 week EIN processing time for foreign entities, the target filing date for the Cayman fe

PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP
Internal Memorandum
FROM: Garrett Simmons, Working Associate, Tax Calderwood & Harkness LLP 600 Lexington Avenue, 38th Floor New York, NY 10022
TO: Leonard Cross, Responsible Partner, Tax Calderwood & Harkness LLP 1900 K Street NW, Suite 1100 Washington, DC 20006
Sylvia Hartwell, Billing Partner, Tax Calderwood & Harkness LLP 600 Lexington Avenue, 38th Floor New York, NY 10022
Robert Jansen, Lead Associate, Tax Calderwood & Harkness LLP 1900 K Street NW, Suite 1100 Washington, DC 20006
DATE: June 16, 2025
RE: Coordination of Form 8832 Entity Classification Elections with Multi-Step Reorganization — Solara Digital Infrastructure LP Cross-Border Fund-Platform Reorganization
MATTER: Solara Digital Infrastructure LP — Private Letter Ruling Request
ENGAGEMENT NO.: 20250527-SDILP-PLR
CLIENT: Solara Digital Infrastructure LP (EIN: 82-4917366)
Right-click to update Table of Contents
I. Executive Summary
This memorandum analyzes the timing mechanics of IRS Form 8832 entity classification elections under Treasury Regulation § 301.7701-3 for the three newly formed entities in the Solara Digital Infrastructure LP cross-border fund-platform reorganization (the "Reorganization"). The central objective of this analysis is to ensure that each new entity is classified as a partnership for U.S. federal income tax purposes on or before the date of the first reorganization step in which it participates, thereby preserving the intended tax-free treatment of the multi-step transaction and supporting the rulings requested in the pending private letter ruling ("PLR") submission.
The three entities requiring Form 8832 elections are as follows:
1. Solara Consolidated Master Fund LP — a Delaware limited partnership, to be formed on September 15, 2025;
2. Solara International Feeder (Cayman) LP — a Cayman Islands exempted limited partnership, to be formed on or about September 15, 2025; and
3. Solara Tax-Exempt Feeder (Cayman) LP — a Cayman Islands exempted limited partnership, to be formed on or about September 15, 2025.
The critical constraint governing the timing of these elections is as follows: partnership classification must be effective for the Consolidated Master Fund LP no later than October 1, 2025, which is the target date for Step 2 of the Reorganization (the contribution of Fund IV-A Cayman portfolio assets to the Consolidated Master Fund LP in exchange for a limited partnership interest). For the two Cayman feeder LPs, partnership classification must be effective no later than December 1, 2025, which is the target date for Step 5 (the dissolution of legacy offshore vehicles and migration of limited partners into the feeder structures).
Conclusion. If the entities are formed on September 15, 2025 and Form 8832 elections are filed with a specified effective date of September 15, 2025, the elections will be timely and effective under the 75-day retroactivity rule set forth in Treasury Regulation § 301.7701-3(c)(1)(iii). Moreover, because each of the three entities should qualify for default partnership classification under the applicable provisions of Treasury Regulation § 301.7701-3(b), partnership status would apply from the date of formation even in the absence of an affirmative Form 8832 election. Nevertheless, we strongly recommend that affirmative elections be filed for all three entities — both to eliminate any ambiguity in the classification analysis and to provide a clean evidentiary record supporting Ruling 8 of the PLR request, which specifically seeks IRS confirmation of partnership classification for each entity. This memorandum further recommends that careful coordination and contingency planning be implemented, including preparation for late-election relief under Treasury Regulation § 301.7701-3(c)(1)(iii) and Revenue Procedure 2009-41, to address any delays that may arise from the EIN application process for the foreign entities or from Cayman formation timing.
The sections that follow set forth: (i) the factual background of the Reorganization and the entities requiring elections; (ii) the governing legal framework for entity classification elections; (iii) the available late-election relief mechanisms; (iv) a detailed timeline-mapping analysis coordinating formation, EIN applications, election filings, and reorganization steps; (v) entity-specific recommendations; (vi) contingency analysis for formation delays; (vii) procedural mechanics for filing Form 8832; (viii) the interaction of the entity classification elections with the PLR request; and (ix) a summary of recommendations and open items.
II. Background: The Reorganization and New Entity Formation
A. Overview of the Five-Step Reorganization
As described more fully in the Initial Tax Analysis Memorandum dated June 16, 2025, and the PLR Request Narrative and Ruling Specifications Memorandum currently under preparation, the Reorganization is a multi-step transaction planned for the fourth quarter of 2025, with a target effective date of December 1, 2025 for completion. The Reorganization is designed to consolidate Solara's offshore fund-platform architecture — currently comprising multiple vintage-specific Cayman and Luxembourg vehicles — into a streamlined master-feeder structure anchored by a single Delaware limited partnership. The five steps of the Reorganization are summarized below.
Step 1 — Formation of New Entities (Target: September 15, 2025). Solara will form four new entities: (i) Solara Consolidated Master Fund GP LLC, a Delaware limited liability company that will serve as the sole general partner of the Consolidated Master Fund LP; (ii) Solara Consolidated Master Fund LP, a Delaware limited partnership; (iii) Solara International Feeder (Cayman) LP, a Cayman Islands exempted limited partnership; and (iv) Solara Tax-Exempt Feeder (Cayman) LP, a Cayman Islands exempted limited partnership. In connection with Step 1, Form 8832 entity classification elections will be filed for each of the three entities that require affirmative elections (as discussed in detail in this memorandum), electing partnership classification effective as of the date of formation.
Step 2 — Contribution of Fund IV-A Cayman Assets (Target: October 1, 2025). Fund IV-A (Cayman) LP will contribute all of its portfolio assets — with an aggregate fair market value of approximately $2.31 billion, an adjusted tax basis of approximately $1.62 billion, and built-in gain of approximately $690 million — to the Consolidated Master Fund LP in exchange for a limited partnership interest. The intended U.S. federal income tax treatment of this contribution is nonrecognition under Section 721(a) of the Internal Revenue Code.
Step 3 — Contribution of Fund IV-B Luxembourg Assets (Target: October 15, 2025). Fund IV-B (Luxembourg) SCSp will contribute all of its portfolio assets — with an aggregate fair market value of approximately $1.16 billion (converted at an assumed exchange rate of 1.08 EUR/USD), an adjusted tax basis of approximately $844.6 million, and built-in gain of approximately $311 million — to the Consolidated Master Fund LP. The intended treatment is likewise nonrecognition under Section 721(a).
Step 4 — Contribution of Fund V Offshore Assets (Target: November 1, 2025). Fund V-A (Cayman) LP will contribute all of its portfolio assets (fair market value of approximately $2.89 billion; adjusted tax basis of approximately $2.34 billion; built-in gain of approximately $550 million) and Fund V-B (Luxembourg) SCSp will contribute all of its portfolio assets (fair market value of approximately $1.39 billion at 1.08 EUR/USD; adjusted tax basis of approximately $1.23 billion; built-in gain of approximately $162 million) to the Consolidated Master Fund LP. Nonrecognition under Section 721(a) is again the intended treatment.
Step 5 — Dissolution of Legacy Offshore Vehicles and LP Migration (Target: December 1, 2025). The legacy offshore fund vehicles (Fund IV-A Cayman, Fund IV-B Luxembourg, Fund V-A Cayman, and Fund V-B Luxembourg) will dissolve. In connection with the dissolution, non-U.S. limited partners (including Nordhaven Sovereign Wealth Fund and Kestrel Pacific Insurance Group) will roll their interests into the Solara International Feeder (Cayman) LP, and U.S. tax-exempt limited partners (including Pinnacle State Employees' Retirement System and Grandview University Endowment) will roll their interests into the Solara Tax-Exempt Feeder (Cayman) LP. Each feeder will, in turn, hold a limited partnership interest in the Consolidated Master Fund LP.
B. Entities Requiring Form 8832 Elections
Three of the four new entities formed in Step 1 require analysis of their entity classification for U.S. federal income tax purposes and, as recommended herein, affirmative Form 8832 elections. Each is described in turn below.
Solara Consolidated Master Fund LP. The Consolidated Master Fund LP will be organized as a Delaware limited partnership under the Delaware Revised Uniform Limited Partnership Act. Its sole general partner will be Solara Consolidated Master Fund GP LLC, a Delaware limited liability company. The registered agent for the Consolidated Master Fund LP will be Capitol Registered Agents Inc., located at 850 New Burton Road, Suite 201, Dover, Delaware 19904. Upon formation, the Consolidated Master Fund LP will have at least two members: the GP LLC (as general partner) and the initial limited partners admitted in connection with the formation. The Consolidated Master Fund LP is the critical-path entity for entity classification purposes because it must be classified as a partnership no later than October 1, 2025 — the date of Step 2, which is the first transaction step in which the Consolidated Master Fund LP participates as a receiving entity.
Solara International Feeder (Cayman) LP. The International Feeder will be organized as a Cayman Islands exempted limited partnership under the Exempted Limited Partnership Act (as revised) of the Cayman Islands. The registered office provider will be Harborstone Corporate Services Ltd., located in George Town, Grand Cayman. The International Feeder will serve as the feeder vehicle for non-U.S. investors, including Nordhaven Sovereign Wealth Fund and Kestrel Pacific Insurance Group, and will hold a limited partnership interest in the Consolidated Master Fund LP. Partnership classification must be effective for the International Feeder no later than December 1, 2025 — the date of Step 5, which is the first (and only) transaction step in which the International Feeder participates.
Solara Tax-Exempt Feeder (Cayman) LP. The Tax-Exempt Feeder will likewise be organized as a Cayman Islands exempted limited partnership, with Harborstone Corporate Services Ltd. serving as registered office provider. The Tax-Exempt Feeder will serve as the feeder vehicle for U.S. tax-exempt investors, including Pinnacle State Employees' Retirement System and Grandview University Endowment, and is designed to mitigate unrelated business taxable income ("UBTI") concerns for such investors. As with the International Feeder, partnership classification must be effective for the Tax-Exempt Feeder no later than December 1, 2025.
Note Regarding Solara Consolidated Master Fund GP LLC. The GP LLC is being formed as a Delaware single-member limited liability company. Under Treasury Regulation § 301.7701-3(b)(1)(ii), a domestic eligible entity with a single member is disregarded as an entity separate from its owner by default. The GP LLC will be a disregarded entity for U.S. federal income tax purposes unless and until a second member is admitted or a contrary election is made. No Form 8832 election is required or recommended for the GP LLC at this time. This memorandum does not further address the GP LLC's entity classification.
C. Why Partnership Classification Matters
The partnership classification of the Consolidated Master Fund LP and the two Cayman feeder LPs is not merely a formalistic concern — it is a foundational predicate for substantially all of the tax-free treatment sought in the PLR request. Eight specific rulings have been requested in the PLR, and the following rulings directly depend upon one or more of the new entities being classified as partnerships for U.S. federal income tax purposes:
Ruling 1 (Section 721 Nonrecognition). The contributions of portfolio assets in Steps 2, 3, and 4 are intended to qualify for nonrecognition treatment under Section 721(a) of the Code. Section 721(a) applies only to contributions of property to a "partnership" within the meaning of Subchapter K. If the Consolidated Master Fund LP were not classified as a partnership at the time of the contributions, Section 721(a) would be inapplicable, and the contributing funds would potentially recognize gain on the transfer of assets with aggregate built-in gain of approximately $1.72 billion.
Ruling 3 (Section 367 Inapplicability). A key element of the PLR request is the argument that Section 367 — which imposes gain recognition requirements on certain transfers of property to foreign corporations — does not apply to the contributions in Steps 2 through 4 because the receiving entity (the Consolidated Master Fund LP) is a partnership, not a corporation. If the Consolidated Master Fund LP were classified as a corporation (or if classification were uncertain), Section 367 could apply to the contributions by the Luxembourg entities, potentially triggering gain recognition and withholding obligations.
Ruling 4 (Section 731 Nonrecognition). The distributions and rollovers in Step 5 are intended to qualify for nonrecognition treatment under Section 731(a), which applies to distributions by a "partnership" to a partner. Partnership classification of both the dissolving legacy vehicles and the receiving feeder vehicles is essential to this analysis.
Ruling 5 (Section 752 Liability Shifting). The liability-shifting analysis under Section 752 — which governs the treatment of partnership liabilities as contributing to a partner's basis in a partnership interest — applies only to entities classified as partnerships. If any of the new entities were classified as corporations, the Section 752 analysis would be inapplicable, and the basis calculations for the contributing and receiving partners could differ materially.
Ruling 6 (Section 704(c) Built-In Gain Carryover). The carryover of built-in gain and the allocation of income, gain, loss, and deduction under Section 704(c) applies only in the partnership context. Partnership classification is a prerequisite for the application of the traditional method, the traditional method with curative allocations, or the remedial method under Treasury Regulation § 1.704-3.
Ruling 7 (Section 1446 Withholding). The withholding obligations under Section 1446 apply to partnerships with income effectively connected with a U.S. trade or business that have foreign partners. The analysis of withholding obligations in the PLR depends on the classification of the relevant entities as partnerships.
Ruling 8 (Partnership Classification Confirmation). Ruling 8 directly and specifically requests confirmation that the Consolidated Master Fund LP, the International Feeder, and the Tax-Exempt Feeder are each properly classified as partnerships for U.S. federal income tax purposes under Treasury Regulation § 301.7701-3.
In sum, if partnership classification were to fail or be delayed for any of the three new entities, the consequences would be severe. Contributions in Steps 2 through 4 could be recharacterized as transfers to a corporation, potentially triggering immediate gain recognition on approximately $1.72 billion in aggregate built-in gain, Section 367 applicability for the cross-border contributions, and a fundamental restructuring of the withholding and allocation analysis. The total fair market value of the assets being contributed to the Consolidated Master Fund LP across Steps 2 through 4 is approximately $7.75 billion, and the stakes of the classification analysis are commensurate with that figure.
III. Legal Framework: Entity Classification Elections Under Treas. Reg. § 301.7701-3
A. Default Classification Rules
The entity classification regulations under Treasury Regulation § 301.7701-3 (commonly known as the "check-the-box" regulations) provide default classification rules for "eligible entities" — i.e., business entities that are not per se corporations under Treasury Regulation § 301.7701-2(b). Each of the three new entities discussed in this memorandum is an eligible entity, as none is listed as a per se corporation. The default classification rules applicable to each are set forth below.
Domestic eligible entities (Treas. Reg. § 301.7701-3(b)(1)). Treasury Regulation § 301.7701-3(b)(1) provides two default rules for domestic eligible entities:
(i) A domestic eligible entity with two or more members is classified as a partnership unless it elects otherwise. Treas. Reg. § 301.7701-3(b)(1)(i).
(ii) A domestic eligible entity with a single member is disregarded as an entity separate from its owner unless it elects otherwise. Treas. Reg. § 301.7701-3(b)(1)(ii).
The Solara Consolidated Master Fund LP is a domestic entity (organized under Delaware law) and will have at least two members at all relevant times — the GP LLC (as general partner) and the contributing funds (as limited partners). Accordingly, the Consolidated Master Fund LP defaults to partnership classification under Treasury Regulation § 301.7701-3(b)(1)(i). An affirmative Form 8832 election is technically not required to achieve partnership classification, but as discussed further below, one is strongly recommended for evidentiary and practical reasons.
Foreign eligible entities (Treas. Reg. § 301.7701-3(b)(2)). Treasury Regulation § 301.7701-3(b)(2) provides more complex default rules for foreign eligible entities, hinging on the liability characteristics of the entity's members:
(i) A foreign eligible entity with two or more members is classified as a partnership if at least one member has unlimited liability. Treas. Reg. § 301.7701-3(b)(2)(i)(A).
(ii) A foreign eligible entity with two or more members is classified as an association taxable as a corporation if no member has unlimited liability. Treas. Reg. § 301.7701-3(b)(2)(i)(B).
(iii) A foreign eligible entity with a single member is disregarded if its single member has unlimited liability. Treas. Reg. § 301.7701-3(b)(2)(ii)(A).
(iv) A foreign eligible entity with a single member is classified as an association taxable as a corporation if its single member does not have unlimited liability. Treas. Reg. § 301.7701-3(b)(2)(ii)(B).
The two Cayman Islands exempted limited partnerships — the International Feeder and the Tax-Exempt Feeder — are foreign entities organized under Cayman Islands law. Each will have at least two members (a general partner and limited partners). Under the Cayman Islands Exempted Limited Partnership Act (as revised), the general partner of an exempted limited partnership has unlimited liability for the debts and obligations of the partnership. Assuming that the Cayman formation documents confirm the unlimited liability of the general partner — a point that should be verified with Meridian Offshore Legal (Fiona McAllister) — the default classification for each Cayman feeder LP is partnership under Treasury Regulation § 301.7701-3(b)(2)(i)(A).
Notwithstanding the availability of default partnership classification for all three entities, affirmative Form 8832 elections are recommended for each. The reasons for this recommendation are discussed in detail in Section III.D below and in Section VI of this memorandum.
B. Form 8832 Filing Requirements
The procedural requirements for filing an entity classification election on Form 8832 are governed by the instructions to the form and by Treasury Regulation § 301.7701-3(c). The key requirements are as follows:
Filing location. Form 8832 must be filed with the IRS service center designated in the form's current instructions. For domestic entities, this is generally the service center corresponding to the entity's principal office location. For entities with a principal office in Delaware, the applicable service center is the Internal Revenue Service Center in Ogden, Utah. For foreign entities, the form is filed with the Internal Revenue Service Center, Ogden, UT 84201-0023, or such successor address as may be designated in the current Form 8832 instructions at the time of filing. Electronic filing may also be available for certain domestic entities.
Signatory requirements. Form 8832 must be signed by each member of the entity, or by an officer, manager, or member who is authorized to make the election on behalf of the entity. For purposes of the three Solara entities, the signatory analysis is discussed in Section VIII.B below.
EIN requirement. A valid Employer Identification Number ("EIN") must be obtained before Form 8832 can be filed. The entity must apply for an EIN on Form SS-4 or through the IRS online EIN application. For domestic entities, the online EIN application typically provides an EIN immediately or within 24 hours. For foreign entities without a responsible party holding a U.S. taxpayer identification number, the EIN application must be submitted via fax or mail, and processing times can be significantly longer — in the range of four to six weeks. This disparity in processing times is a material risk factor for the Cayman entities, as discussed in Section V.B below.
Procedural sequencing. The required procedural sequence for entity classification elections is as follows:
(1) Form the entity under the applicable state or foreign law (e.g., file the Certificate of Formation or Certificate of Limited Partnership with the Delaware Secretary of State, or complete the Cayman formation process through offshore counsel);
(2) Apply for an EIN for the entity (Form SS-4 or online application);
(3) Upon receipt of the EIN, complete Form 8832 and file with the applicable IRS service center.
This sequencing imposes a floor on how quickly Form 8832 can be filed after formation, and the EIN step is the primary bottleneck — particularly for the Cayman entities.
C. Effective Date Rules and the 75-Day Retroactivity Rule
The effective date rules for entity classification elections are set forth in Treasury Regulation § 301.7701-3(c)(1). These rules are of central importance to the timing analysis in this memorandum.
General rule. An entity classification election is effective on the date specified by the entity on Form 8832. Treas. Reg. § 301.7701-3(c)(1)(i). The entity has discretion to select the effective date, subject to two constraints set forth in Treasury Regulation § 301.7701-3(c)(1)(iii).
The 75-day retroactivity rule. The specified effective date may not be more than 75 days prior to the date on which the election is filed. Treas. Reg. § 301.7701-3(c)(1)(iii). This means that an entity can elect classification retroactively, but only up to 75 days before the filing date.
The 12-month prospective limit. The specified effective date may not be more than 12 months after the date on which the election is filed. Id. This means that an entity can elect classification prospectively, but only up to 12 months in the future.
Together, these two constraints create a "window" for the specified effective date that runs from 75 days before the filing date to 12 months after the filing date. For the Solara entities, the retroactivity rule is the operative constraint, because the objective is to ensure that partnership classification is effective as of the date of formation — which, for all three entities, is expected to be September 15, 2025.
Application to the Consolidated Master Fund LP. The Consolidated Master Fund LP is expected to be formed on September 15, 2025. If Form 8832 is filed on any date on or before November 29, 2025 (which is 75 days after September 15, 2025), the election can specify an effective date of September 15, 2025 and will be timely. Step 2 — the first reorganization step requiring the Consolidated Master Fund LP to be classified as a partnership — is scheduled for October 1, 2025, which is only 16 days after the formation date. As a domestic entity, the Consolidated Master Fund LP can obtain an EIN online, typically within 24 hours, and can therefore file Form 8832 within days of formation. The recommended approach is to file Form 8832 on or as close to September 15, 2025 as practicable, specifying September 15, 2025 as the effective date. This provides maximum lead time and eliminates the risk of classification issues arising before Step 2. Even under the worst-case scenario — in which Form 8832 is not filed until November 29, 2025 — the 75-day retroactivity rule would permit the election to be effective as of September 15, 2025, and partnership classification would be retroactively effective before Step 2.
Application to the Cayman feeder LPs. The two Cayman feeder LPs are likewise expected to be formed on or about September 15, 2025. The 75-day retroactivity window for a September 15 formation date extends to November 29, 2025. The first reorganization step involving the feeder LPs is Step 5, scheduled for December 1, 2025. Accordingly, even under the retroactivity rule, filing must occur on or before November 29, 2025 to achieve an effective date of September 15, 2025. This date falls just two days before the Step 5 target date, leaving a very narrow margin of safety if November 29 is the actual filing date. However, the Cayman feeders have significantly more scheduling flexibility than the Consolidated Master Fund LP, because they do not participate in Steps 2 through 4. The principal risk for the Cayman feeders is the EIN application timeline, as foreign entities cannot obtain EINs online and may experience processing delays of four to six weeks.
The recommended approach for the Cayman feeders is to file Form 8832 elections as soon as EINs are obtained, specifying September 15, 2025 (or the actual formation date, if different) as the effective date. Assuming formation on September 15, 2025 and EIN receipt by late October 2025, Form 8832 elections could be filed in late October or early November 2025 — well within the 75-day window and well before Step 5.
D. Interaction with Default Classification
As noted in Section III.A, each of the three new entities should default to partnership classification under the applicable provisions of Treasury Regulation § 301.7701-3(b) — the Consolidated Master Fund LP under § 301.7701-3(b)(1)(i) (domestic, multi-member) and the two Cayman feeder LPs under § 301.7701-3(b)(2)(i)(A) (foreign, general partner with unlimited liability, multi-member). Under the default classification rules, partnership status would apply from the date of formation, without the need for any affirmative election.
This raises the question of whether affirmative Form 8832 elections are necessary. The answer is that they are not strictly required but are strongly recommended, for the following reasons:
(i) PLR Ruling 8. The PLR request specifically seeks IRS confirmation that each of the three new entities is properly classified as a partnership under Treasury Regulation § 301.7701-3. The IRS will expect to see affirmative elections on file as part of the evidentiary record supporting Ruling 8. An absence of affirmative elections — particularly for the foreign entities — could prompt additional questions from the IRS reviewing attorney and delay the PLR process.
(ii) Ambiguity in the unlimited-liability analysis for the Cayman entities. The default-to-partnership classification for the Cayman feeder LPs under Treasury Regulation § 301.7701-3(b)(2)(i)(A) depends on the determination that at least one member (the general partner) has "unlimited liability" within the meaning of Treasury Regulation § 301.7701-3(b)(2)(ii). This determination requires analysis of the Cayman formation documents and the Exempted Limited Partnership Act. While we believe the general partner should have unlimited liability under Cayman law, affirmative elections eliminate the risk that the IRS could reach a different conclusion on the unlimited-liability question.
(iii) Clean record for PLR exhibits. The PLR request will include exhibits identifying each new entity and its classification. Filed Form 8832 elections, when provided to the IRS as supplemental submissions, will serve as definitive evidence of the intended and effective classification of each entity. This is far preferable to relying on a legal argument about default classification, which the IRS would need to independently evaluate.
For these reasons, we recommend that affirmative Form 8832 elections be filed for all three new entities, and that the filing of Form 8832 be treated as a priority action item in the Reorganization timeline.
IV. Late-Election Relief
Although our recommendation is to file Form 8832 elections promptly upon entity formation, this section addresses the relief mechanisms available if, for any reason, the elections are not filed within the 75-day retroactivity window. Understanding these mechanisms is essential to contingency planning, particularly given the EIN delay risk for the Cayman entities.
A. Treas. Reg. § 301.7701-3(c)(1)(iii) — Consequences of Late Filing
If Form 8832 is not filed within the 75-day retroactivity window — i.e., within 75 days after the specified effective date — the specified effective date cannot predate the filing date by more than 75 days. In practice, this means that if the entities are formed on September 15, 2025 and Form 8832 is not filed until after November 29, 2025, the earliest permissible effective date for the election would be 75 days before the actual filing date. For example, if Form 8832 were filed on December 15, 2025, the earliest permissible effective date would be October 1, 2025 (75 days before December 15), which would leave a gap period from September 15 to September 30, 2025 during which no affirmative election would be in effect.
During such a gap period, the entity's classification would depend on the applicable default rule. For the Consolidated Master Fund LP, the default is partnership, so the gap period would be covered. For the Cayman feeder LPs, the default is likewise partnership (assuming the general partner has unlimited liability), but any ambiguity in the default analysis could create risk during the gap period.
The more significant concern is that a late filing could raise procedural issues with the IRS in the context of the PLR request and could be viewed as evidence of less-than-meticulous compliance — a perception that should be avoided in connection with a PLR involving $7.75 billion in assets and $1.72 billion in built-in gain.
B. Rev. Proc. 2009-41 — Simplified Late-Election Relief
Revenue Procedure 2009-41, 2009-39 I.R.B. 439, provides a simplified method for an eligible entity to obtain relief for a late entity classification election. The relief is available under the general authority of Treasury Regulation §§ 301.9100-1 through 301.9100-3, but is granted through a streamlined administrative process rather than a formal private letter ruling request. The requirements for relief under Revenue Procedure 2009-41 are as follows:
(i) The entity failed to timely file Form 8832 (i.e., failed to file within the 75-day retroactivity window or within the applicable filing deadline);
(ii) The entity has not filed a federal tax return for the first tax year in which the election was intended to be effective;
(iii) The entity is not attempting to change a previously effective classification (i.e., the entity is seeking an initial classification, not a reclassification);
(iv) The entity has reasonable cause for the failure to timely file the election.
Application to the Solara entities. If, for any reason, the filing of Form 8832 is delayed beyond the 75-day retroactivity window for any of the three new entities — whether due to delays in obtaining EINs for the Cayman entities, delays in Cayman formation, administrative oversight, or other causes — Revenue Procedure 2009-41 relief should be available, provided the above conditions are met. In particular:
• The entities are newly formed and have not filed any federal tax returns, satisfying condition (ii).
• The entities have not had any prior classification elections, satisfying condition (iii).
• Delays in EIN processing for foreign entities, which are well-documented, would constitute "reasonable cause" for purposes of condition (iv). Similarly, delays attributable to offshore formation proceedings or unexpected regulatory requirements would likely qualify.
To obtain relief under Revenue Procedure 2009-41, the entity would file Form 8832 with the words "FILED PURSUANT TO REV. PROC. 2009-41" written prominently at the top of the form. The form would be accompanied by a reasonable-cause statement explaining the reason for the late filing. No user fee is required, and no private letter ruling request is necessary.
While Revenue Procedure 2009-41 provides a valuable safety net, reliance on it should be avoided. Filing a Form 8832 with a "FILED PURSUANT TO REV. PROC. 2009-41" notation in the context of a PLR request involving eight specific rulings and billions of dollars in assets would be an unwelcome development. The IRS reviewing attorney could view the late filing as indicative of broader execution concerns, potentially complicating the PLR process.
C. Treas. Reg. §§ 301.9100-1 Through 301.9100-3 — General Relief for Late Regulatory Elections
If Revenue Procedure 2009-41 relief is unavailable — for example, because a federal tax return has already been filed for the first year in which the election was intended to be effective, or because the entity is seeking to change a previously effective classification — relief for a late election must be sought under the more general provisions of Treasury Regulation §§ 301.9100-1 through 301.9100-3.
Under Treasury Regulation § 301.9100-3, the taxpayer must demonstrate two things:
(i) The taxpayer acted reasonably and in good faith; and
(ii) The grant of relief will not prejudice the interests of the government.
A request for relief under § 301.9100-3 requires the filing of a private letter ruling request with the IRS, including payment of the applicable user fee and submission of a detailed factual statement and legal analysis. The processing time for such requests can be six months or longer, and the outcome is uncertain.
The need to seek § 301.9100-3 relief would impose significant additional costs and delays on the Reorganization and the PLR process. It would also introduce uncertainty into the classification analysis that is inconsistent with the precision required for the PLR request.
Recommendation. The need for § 301.9100-3 relief should be avoided entirely by filing Form 8832 elections promptly upon entity formation. If timely filing proves impossible, Revenue Procedure 2009-41 should be pursued as the primary remedy. Section 301.9100-3 relief should be viewed as the option of last resort.
V. Coordination Analysis: Timeline Mapping
A. Critical-Path Timeline
The following table maps the key events in the entity formation and classification process against the steps of the Reorganization, identifying the critical-path deadlines and the windows of flexibility for each filing.
The critical path runs through the Consolidated Master Fund LP, which must be classified as a partnership by October 1, 2025 — only 16 days after the target formation date. As a domestic entity, the Consolidated Master Fund LP can obtain an EIN online within 24 hours, and Form 8832 can be filed within the first week after formation with minimal procedural risk. The Cayman feeder LPs have more scheduling flexibility (their first participation in the Reorganization is December 1, 2025), but face greater procedural risk due to EIN processing delays for foreign entities.
B. EIN Delay Risk for Foreign Entities
The EIN application process is the principal procedural risk factor in the Form 8832 filing timeline. The risk profile differs significantly between domestic and foreign entities.
Domestic entities (Consolidated Master Fund GP LLC and Consolidated Master Fund LP). For domestic entities, EINs can be obtained online through the IRS EIN application at www.irs.gov, typically instantly or within 24 hours. The only prerequisite is that the entity must have a valid taxpayer identification number (EIN or Social Security Number) for the "responsible party" designated on the application. Assuming Viktor Raines or another authorized individual has a U.S. taxpayer identification number, the EIN application for the domestic entities can be completed on the day of formation. Form 8832 can then be completed and filed within days. The risk of delay for the domestic entities is low.
Cayman Islands entities (International Feeder and Tax-Exempt Feeder). For foreign entities, the EIN application process is more burdensome. If the "responsible party" for the foreign entity does not have a U.S. taxpayer identification number (SSN or ITIN), the entity cannot apply for an EIN online. Instead, the entity must file Form SS-4 (Application for Employer Identification Number) by fax or mail. The IRS has indicated that fax applications are processed in approximately four business days, but practitioners have experienced processing times of four to six weeks, particularly for foreign entities. This delay could push the EIN receipt date for the Cayman feeders into late October or even mid-November 2025.
Mitigation strategies. We recommend the following strategies to mitigate the EIN delay risk for the Cayman entities:
(i) Identify a responsible party with a U.S. TIN. If Viktor Raines (or another authorized individual associated with the Solara platform) has a valid U.S. Social Security Number or ITIN, he may be designated as the "responsible party" on the EIN application for each Cayman entity. This would enable the use of the online EIN application, which would provide an EIN within 24 hours. This is the most effective mitigation strategy and should be explored immediately.
(ii) Pre-stage Form SS-4 packages. If the online application is not available, Form SS-4 packages for the Cayman entities should be fully prepared in advance of formation, with all fields completed except for the entity name and formation date (if the final entity names are not yet confirmed). On the day of formation (September 15, 2025), the completed Form SS-4 packages should be submitted by fax immediately. This minimizes the delay between formation and EIN application.
(iii) Monitor and follow up. If Form SS-4 is submitted by fax, the filing team should follow up with the IRS by telephone after five business days to confirm receipt and check processing status. The IRS EIN assignment line is (267) 941-1099 (for international applicants).
Even under the worst-case scenario — in which EINs for the Cayman entities are not received until six weeks after application (approximately late October 2025) — the 75-day retroactivity window still permits Form 8832 elections with an effective date of September 15, 2025, provided the elections are filed by November 29, 2025. The risk is manageable, but close monitoring is required.
C. Cayman Formation Timing Considerations
The formation of the Cayman feeder LPs is being handled by Meridian Offshore Legal (contact: Fiona McAllister). The typical timeline for formation of a Cayman Islands exempted limited partnership is three to five business days from the date instructions are provided and all required documentation is submitted, including the executed exempted limited partnership agreement, the registration application, and the applicable KYC/AML documentation for all principals.
However, additional processing time may be required for registration with the Cayman Islands Monetary Authority ("CIMA") if the feeder entities will be structured as registered funds. The CIMA registration process can add an additional two to four weeks, depending on the completeness of the application and the current volume of applications being processed.
Recommendation. Formation instructions should be submitted to Meridian Offshore Legal no later than September 5, 2025, accompanied by all required documents, to ensure that the September 15, 2025 formation target is achievable. All KYC/AML documentation for the principals of the feeder entities (including the general partner entities and key individuals) should be pre-cleared with Harborstone Corporate Services Ltd. and Meridian Offshore Legal in advance of the formation instructions. A separate formation instructions memorandum is being prepared for Meridian Offshore Legal and will be circulated for review by the deal team.
Coordination note. If Cayman formation is delayed beyond September 15, 2025, the impact on the Form 8832 filing timeline and the Reorganization steps must be reassessed. Because the Cayman feeders do not participate in the Reorganization until Step 5 (December 1, 2025), a moderate delay in Cayman formation (up to two to three weeks) would not jeopardize the Reorganization timeline, provided that Form 8832 elections are filed within the 75-day retroactivity window measured from the actual formation date.
VI. Specific Recommendations by Entity
A. Solara Consolidated Master Fund LP
Classification. Partnership (domestic eligible entity with two or more members).
Default rule. The Consolidated Master Fund LP would default to partnership classification under Treasury Regulation § 301.7701-3(b)(1)(i) without any affirmative election. The default classification would be effective from the date of formation (September 15, 2025).
Recommendation. File Form 8832 affirmatively, specifying September 15, 2025 (the date of formation) as the effective date. The election should be filed on or within one week of formation — i.e., on or before September 22, 2025. This is the highest-priority election in the Reorganization because the Consolidated Master Fund LP is the critical-path entity: it must be classified as a partnership before Step 2 (October 1, 2025), and it participates in every subsequent step of the Reorganization (Steps 3 and 4 as the receiving entity for additional contributions).
Deadline analysis. The absolute latest filing date for retroactivity to September 15, 2025 is November 29, 2025 (75 days after September 15). However, this deadline is misleading in context. Step 2 occurs on October 1, 2025 — only 16 days after formation. Although the default classification as a partnership would already be operative on October 1 regardless of when Form 8832 is filed, the affirmative election should be on file before Step 2 to provide a definitive record of classification. Filing by September 22, 2025 — nine days before Step 2 — provides a reasonable buffer.
Risk if Form 8832 is not filed. The risk is low from a substantive classification perspective, because the default classification as a partnership applies from formation. However, the risk is moderate from a procedural and presentational perspective in the PLR context. The PLR explicitly requests a ruling on partnership classification (Ruling 8), and the IRS will expect to see an affirmative election on file. The absence of a filed Form 8832 could prompt the IRS reviewing attorney to question the entity's classification and could delay the PLR process.
B. Solara International Feeder (Cayman) LP
Classification. Partnership (foreign eligible entity, general partner with unlimited liability, two or more members).
Default rule. The International Feeder should default to partnership classification under Treasury Regulation § 301.7701-3(b)(2)(i)(A), assuming the general partner has unlimited liability under Cayman law. This assumption should be confirmed with Meridian Offshore Legal (see Section XI, Open Items).
Recommendation. File Form 8832 affirmatively. Specify September 15, 2025 (or the actual date of Cayman formation, if different) as the effective date. File as soon as the EIN is obtained.
Deadline analysis. Step 5 (December 1, 2025) is the first step in which the International Feeder participates. The 75-day retroactivity window provides until November 29, 2025 to file with a September 15, 2025 effective date. Even accounting for a 4–6 week EIN processing delay (EIN received in late October to early November), filing should be achievable well before both the November 29 retroactivity deadline and the December 1 Step 5 date. Nevertheless, the margin of safety is narrower than for the domestic entities, and close monitoring of the EIN application is essential.
Risk if not filed by December 1. If partnership classification is not effective by the date of Step 5, the LP rollover into the International Feeder could be treated as a transfer to an entity with uncertain classification — potentially an association taxable as a corporation under the foreign-entity default rules if the unlimited-liability analysis were to fail. Such a recharacterization would fundamentally alter the tax consequences of the LP migration and would undermine Rulings 4 (Section 731 nonrecognition), 7 (Section 1446 withholding), and 8 (partnership classification confirmation) of the PLR request. Non-U.S. limited partners rolling into the International Feeder — including Nordhaven Sovereign Wealth Fund and Kestrel Pacific Insurance Group — would face materially different tax consequences if the feeder were classified as a corporation rather than a partnership.
C. Solara Tax-Exempt Feeder (Cayman) LP
Classification and default analysis. The classification analysis for the Tax-Exempt Feeder is identical in all material respects to the analysis for the International Feeder set forth in Section VI.B above. The Tax-Exempt Feeder is a foreign eligible entity with two or more members, the general partner of which has unlimited liability under Cayman law (subject to confirmation). It should default to partnership classification under Treasury Regulation § 301.7701-3(b)(2)(i)(A).
Additional consideration — UBTI sensitivity. The Tax-Exempt Feeder is designed as the feeder vehicle for U.S. tax-exempt investors, including Pinnacle State Employees' Retirement System (with aggregate commitments of $275 million in Fund IV and $340 million in Fund V) and Grandview University Endowment (with aggregate commitments of $120 million in Fund IV and $185 million in Fund V). U.S. tax-exempt investors are particularly sensitive to entity classification because a corporate classification for the feeder entity could generate unrelated business taxable income ("UBTI") through debt-financed income under Section 514 of the Code. One of the primary purposes of the feeder structure is to insulate tax-exempt investors from UBTI; if the feeder were classified as a corporation, this purpose would be defeated, and the tax-exempt investors could face unexpected tax liabilities on income that would otherwise be exempt.
The UBTI implications of a classification failure make the Tax-Exempt Feeder election at least as important as the International Feeder election from a practical consequences standpoint, even though the legal analysis is the same.
Recommendation. Same as for the International Feeder — file Form 8832 affirmatively, specifying the formation date as the effective date, as soon as the EIN is obtained. Monitor EIN processing closely and pursue mitigation strategies described in Section V.B.
VII. Contingency: What If Formation Is Delayed Beyond September 15, 2025?
The Reorganization timeline assumes that all four new entities will be formed on or about September 15, 2025. This section addresses the consequences of a delay in entity formation on the Form 8832 filing timeline and the Reorganization steps.
A. Impact on Step 2 (October 1, 2025)
Step 2 — the contribution of Fund IV-A Cayman portfolio assets to the Consolidated Master Fund LP — cannot occur until the Consolidated Master Fund LP has been formed and is classified as a partnership. If the formation of the Consolidated Master Fund LP is delayed beyond September 15, 2025, Step 2 may need to be postponed.
The compressed timeline between formation and Step 2 (16 days) means that even a modest delay in formation could create operational risk. For example:
• If formation occurs on September 25, 2025 — only six days before Step 2 — Form 8832 could theoretically be filed that same day (online submission for a domestic entity) with an effective date of September 25, 2025. Partnership classification would be effective, but the compressed timeline leaves no room for any procedural complications (e.g., delayed EIN, errors on the EIN application, errors on Form 8832).
• If formation occurs on September 30, 2025 — one day before Step 2 — the risk becomes acute. While default partnership classification would apply from September 30, there would be no time to obtain an EIN and file Form 8832 before Step 2. The affirmative election would necessarily post-date Step 2, although retroactivity to September 30 would be available under the 75-day rule.
Recommendation. A minimum 10-business-day buffer between the formation of the Consolidated Master Fund LP and Step 2 should be maintained. If formation cannot occur by September 18, 2025 (which would provide approximately 10 business days before October 1, 2025), the deal team should evaluate postponing Step 2 to a later date — e.g., October 15, 2025 (which is also the target date for Step 3). Combining Steps 2 and 3 on a single date would eliminate the separate Step 2 deadline while preserving the overall Reorganization timeline.
B. Impact on Steps 3–5
Steps 3 (October 15, 2025), 4 (November 1, 2025), and 5 (December 1, 2025) have progressively greater distance from the September 15 formation target. A delay in entity formation is therefore less critical for these steps, provided the following conditions are met:
• The Consolidated Master Fund LP must be formed and classified as a partnership before Step 2 (or, if Step 2 is postponed, before the revised Step 2 date).
• The two Cayman feeder LPs must be formed and classified as partnerships before Step 5 (December 1, 2025). Given the 75-day retroactivity window, the Cayman feeders could be formed as late as early November 2025 and still achieve partnership classification effective as of their formation date in time for Step 5. However, such a compressed timeline would significantly increase the risk of complications and should be avoided.
C. Impact on PLR Submission (August 15, 2025)
The PLR request is targeted for submission to the IRS on or about August 15, 2025 — approximately one month before the target entity formation date of September 15, 2025. As a result, the PLR request will be submitted before any of the new entities have been formed and before any Form 8832 elections have been filed.
The PLR request will describe the three new entities as "to be formed" and will include representations that:
(i) Each entity will be formed on or about September 15, 2025;
(ii) Form 8832 entity classification elections will be filed for each entity upon formation, specifying the formation date as the effective date; and
(iii) Copies of the filed Form 8832 elections will be provided to the IRS as supplemental submissions upon filing.
No Form 8832 elections will be attached to the initial PLR submission, because the elections will not yet exist at the time of submission. However, once the elections are filed, copies should be transmitted to the IRS promptly — ideally as part of the Supplemental Submission Letter to IRS — to complete the evidentiary record supporting Ruling 8.
VIII. Procedural Mechanics: Filing Form 8832
A. Filing Instructions
The filing location for Form 8832 depends on the entity's organizational jurisdiction and principal office location.
Domestic entities (Consolidated Master Fund LP). For domestic entities with a principal office in Delaware or New York, Form 8832 should be filed with the Internal Revenue Service Center in Ogden, Utah, in accordance with the current Form 8832 instructions. Electronic filing may be available and should be used if practicable, as it provides faster processing and an electronic confirmation of receipt. If filed by mail, the form should be sent to:
Internal Revenue Service Ogden, UT 84201-0023
Foreign entities (International Feeder and Tax-Exempt Feeder). For foreign entities, Form 8832 should be filed with the Internal Revenue Service Center, Ogden, UT 84201-0023, or at such successor address as may be designated in the current Form 8832 instructions at the time of filing.
Attachment to tax return. A copy of the filed Form 8832 must be attached to the entity's first federal income tax return. For entities classified as partnerships, this will be Form 1065 (U.S. Return of Partnership Income). The filing team should retain copies of each Form 8832 in the engagement files and should provide a copy to Caldwell Pierce & Co. LLP (Helen Okamoto) for inclusion with the entities' first Form 1065 filings.
B. Signatory Requirements
Form 8832 must be signed by each member of the entity, or by an officer, manager, or member who is authorized to make the election on behalf of the entity. The form includes a signature block and a certification that the signer is authorized to make the election.
Consolidated Master Fund LP. The Form 8832 election for the Consolidated Master Fund LP should be signed by Viktor Raines, in his capacity as Managing Partner of Solara Consolidated Master Fund GP LLC (the sole general partner of the Consolidated Master Fund LP). As Managing Partner of the GP LLC, Mr. Raines is authorized to act on behalf of the partnership in making the entity classification election. If Mr. Raines is unavailable on the target filing date, an alternate authorized signatory should be identified in advance — this is an open item to be confirmed with Stefan Dalmqvist and Priya Narasimhan (see Section XI).
Cayman feeder LPs. The Form 8832 elections for the International Feeder and Tax-Exempt Feeder should be signed by the authorized representative of each entity's general partner. The identity of the signatory will depend on the structure of the general partner entities for the Cayman feeders, which should be confirmed as part of the formation process with Meridian Offshore Legal.
C. Coordination with EIN Applications
The procedural steps for obtaining EINs and filing Form 8832 elections should be coordinated carefully to minimize delays. The recommended sequence, for each entity, is as follows:
1. Form the entity under the applicable law (file Certificate of Formation and Certificate of Limited Partnership with the Delaware Secretary of State for the domestic entities; complete the Cayman formation process through Meridian Offshore Legal for the foreign entities).
2. Apply for an EIN. For domestic entities, apply online at www.irs.gov on the day of formation. For foreign entities, submit Form SS-4 by fax on the day of formation (or as soon as the entity is formed), using a pre-staged Form SS-4 package.
3. Upon receipt of the EIN, complete and file Form 8832. Specify the formation date as the effective date of the election. File with the applicable IRS service center.
4. Retain copies of the filed Form 8832 for the engagement files and for the PLR exhibit package. Provide copies to Caldwell Pierce & Co. LLP for tax return preparation purposes.
5. Transmit copies to the IRS as a supplemental submission to the PLR request, coordinated with the Supplemental Submission Letter to IRS.
IX. Interaction with PLR Request (Ruling 8)
Ruling 8 of the PLR request specifically asks the Internal Revenue Service to confirm that each of the three new entities — Solara Consolidated Master Fund LP, Solara International Feeder (Cayman) LP, and Solara Tax-Exempt Feeder (Cayman) LP — is properly classified as a partnership for U.S. federal income tax purposes under Treasury Regulation § 301.7701-3.
The relationship between the Form 8832 elections and the PLR request is symbiotic. On one hand, the filing of Form 8832 elections provides the evidentiary foundation for the IRS to issue Ruling 8; on the other hand, Ruling 8 provides the ultimate confirmation that the entity classification elections have been properly made and that the entities are correctly classified as partnerships. The following coordination points should be observed:
Representations in the PLR request. The PLR request should include specific representations that Form 8832 elections will be filed for each of the three entities, specifying the formation date as the effective date of the election. These representations should be included in the entity identification section of the PLR request and should also be referenced in the discussion of Ruling 8.
Supplemental submission. Once the Form 8832 elections are filed (expected to occur between September 15, 2025 and November 29, 2025), copies should be provided to the IRS as a supplemental submission. The supplemental submission should be transmitted to the IRS National Office (CC:INTL and CC:PSI, as applicable) with a cover letter identifying the PLR request, the entities to which the elections relate, and the effective dates of the elections. This should be coordinated with the Supplemental Submission Letter to IRS being prepared by the deal team.
PLR exhibits. The Form 8832 elections and their effective dates should be cross-referenced in PLR Exhibit D (Schedule of Contributing Entities and Assets) and in the entity identification section of the PLR request. If the PLR request is submitted before the elections are filed (which is expected, given the August 15 PLR submission date and the September 15 entity formation date), the PLR should note that copies of the elections will be provided as a supplemental submission.
IRS expectations. Based on our experience with entity classification rulings in the PLR context, the IRS reviewing attorney assigned to the Solara PLR will expect to see filed Form 8832 elections as part of the administrative record. The absence of elections — even where default classification applies — could prompt additional questions and could delay the processing of Ruling 8. Affirmative elections, filed promptly and submitted as a supplement, will facilitate a cleaner and faster review process.
X. Summary of Recommendations
Based on the foregoing analysis, we make the following specific recommendations:
1. File Form 8832 elections for all three new entities — the Consolidated Master Fund LP, the International Feeder, and the Tax-Exempt Feeder — even though default partnership classification likely applies to each entity under the applicable provisions of Treasury Regulation § 301.7701-3(b). Affirmative elections are recommended for the reasons set forth in Section III.D of this memorandum, including the evidentiary requirements of the PLR request, the need to eliminate ambiguity in the foreign-entity default classification analysis, and the importance of a clean administrative record.
2. Target filing date for the Consolidated Master Fund LP: On or before September 22, 2025 (within one week of the September 15, 2025 formation date), specifying September 15, 2025 as the effective date. The absolute latest filing date for retroactivity to September 15, 2025 is November 29, 2025 (75 days after formation). Filing within the first week after formation provides a nine-day buffer before Step 2 (October 1, 2025) and is strongly recommended.
3. Target filing date for the two Cayman feeder LPs: As soon as EINs are obtained, but in no event later than November 29, 2025 (75 days after the September 15, 2025 formation date). Accounting for the 4–6 week EIN processing time for foreign entities, the target filing date for the Cayman fe

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