1041-00005 · Client 1041 · IRS Procedural

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CALDERWOOD & HARKNESS LLP Attorneys at Law

1900 K Street NW, Suite 1100 Washington, DC 20006

Telephone: (202) 555-7400 Facsimile: (202) 555-7401 www.calderwoodharkness.com

August 15, 2025

Via Hand Delivery and Certified Mail, Return Receipt Requested

Internal Revenue Service Office of the Associate Chief Counsel (International) CC:INTL 1111 Constitution Avenue NW Washington, DC 20224

Attn: Branch 1 — CC:INTL

Secondary Jurisdiction Reference: Office of the Associate Chief Counsel (Passthroughs & Special Industries) CC:PSI 1111 Constitution Avenue NW Washington, DC 20224

Re: Private Letter Ruling Request on Behalf of Solara Digital Infrastructure LP (EIN: 82-4917366) and Related Entities — Cross-Border Fund-Platform Reorganization Under IRC §§ 721, 731, 752, 704(c), 367, 1446, and Treas. Reg. § 301.7701-3

Dear Sir or Madam:

I. Introduction and Purpose

Calderwood & Harkness LLP respectfully submits this transmittal letter and the accompanying enclosed materials on behalf of its client, Solara Digital Infrastructure LP ("Solara" or "SDILP"), a Delaware limited partnership (Employer Identification Number: 82-4917366), with its principal offices located at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801. Calderwood & Harkness LLP serves as U.S. federal income tax counsel to Solara in connection with this matter and has been retained specifically to prepare, submit, and prosecute this private letter ruling request before the Internal Revenue Service (the "Service"). This engagement is conducted under Calderwood & Harkness LLP Engagement Number 20250527-SDILP-PLR.

This transmittal letter accompanies the enclosed private letter ruling request and all supporting materials, which are being submitted pursuant to the procedures set forth in Revenue Procedure 2025-1, 2025-1 I.R.B. 1, as supplemented and modified by any subsequent guidance (collectively, "Rev. Proc. 2025-1"). We have endeavored to comply with all applicable procedural requirements set forth therein, including the requirements pertaining to the format, content, and execution of the ruling request, the submission of powers of attorney, the payment of user fees, and the execution of a penalties of perjury declaration.

We note that a pre-submission conference was held on July 22, 2025, with representatives of the Office of the Associate Chief Counsel (International), CC:INTL, Branch 1. The enclosed private letter ruling request has been prepared to incorporate and address the guidance and feedback received from the Service's representatives during that conference. A more detailed description of the pre-submission conference and the supplemental analyses prepared in response to the matters raised therein is set forth in Section V of this transmittal letter.

The private letter ruling request accompanying this submission seeks eight specific rulings from the Service confirming the intended U.S. federal income tax treatment of a proposed multi-step cross-border reorganization of the Solara fund platform (the "Reorganization"). The Reorganization involves the consolidation of assets currently held across multiple onshore and offshore fund vehicles into a newly formed master fund structure, together with the simultaneous establishment of feeder vehicles designed to accommodate the distinct tax considerations of non-U.S. investors and U.S. tax-exempt investors, respectively. The Reorganization is a carefully sequenced, five-step transaction with target effective dates spanning from September 15, 2025, through December 1, 2025, as described more fully in Section III below and in the accompanying PLR request.

Given the magnitude and complexity of the Reorganization — involving six existing fund vehicles with aggregate assets of approximately $14.7 billion, twenty-three portfolio company investments with an aggregate fair market value of approximately $7.75 billion and aggregate built-in gain of approximately $1.72 billion, and aggregate liabilities of approximately $1.34 billion — Solara and its partners seek the certainty that a private letter ruling from the Service will provide. The rulings requested address the intersection of the partnership nonrecognition provisions of Subchapter K, the entity classification regulations under Treasury Regulation § 301.7701-3, and the international tax provisions governing outbound transfers and withholding under IRC §§ 367 and 1446, respectively.

II. Identification of Taxpayer and Related Entities

A. Principal Taxpayer

The principal taxpayer on whose behalf this ruling request is submitted is Solara Digital Infrastructure LP (EIN: 82-4917366), a Delaware limited partnership formed on March 17, 2014, under the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. §§ 17-101 et seq. As of March 31, 2025, Solara has approximately $14.7 billion in assets under management across its family of digital infrastructure and technology-focused private equity funds.

The general partner of Solara is Solara Digital Infrastructure GP LLC (EIN: 82-4917365), a Delaware limited liability company classified as a disregarded entity for U.S. federal income tax purposes. The manager of Solara Digital Infrastructure GP LLC is Viktor Raines, Managing Partner and Founder.

B. Existing Fund Vehicles Subject to the Reorganization

The Reorganization involves the following six existing fund vehicles, each of which is an affiliate of Solara and is managed, directly or indirectly, by Solara Digital Infrastructure GP LLC or its subsidiaries:

1. Solara Digital Partners Fund IV LP (EIN: 85-2103748) — A Delaware limited partnership with a fund size of approximately $4.2 billion (vintage 2021). As of March 31, 2025, Fund IV is approximately 72% deployed across eleven portfolio company investments in the digital infrastructure and enterprise software sectors. The general partner of Fund IV LP is Solara Digital Infrastructure GP LLC (EIN: 82-4917365).

2. Solara Digital Partners Fund IV-A (Cayman) LP (EIN: 98-6241503) — A Cayman Islands exempted limited partnership with a fund size of approximately $1.85 billion, serving as the primary offshore parallel vehicle for Fund IV. Fund IV-A (Cayman) LP maintains its registered office at Harborstone Corporate Services Ltd., P.O. Box 2714, 94 Solaris Avenue, George Town, Grand Cayman KY1-1111, Cayman Islands. The general partner of Fund IV-A (Cayman) LP is Solara Offshore GP Ltd., a Cayman Islands exempted company. Fund IV-A (Cayman) LP is registered with the Cayman Islands Monetary Authority ("CIMA") under registration number MF-72491. For U.S. federal income tax purposes, Fund IV-A (Cayman) LP is classified as a partnership pursuant to Treasury Regulation § 301.7701-3.

3. Solara Digital Partners Fund IV-B (Luxembourg) SCSp (EIN: 98-6241571) — A Luxembourg société en commandite spéciale with a fund size of approximately €1.15 billion (approximately $1.24 billion at an exchange rate of 1.08 EUR/USD), serving as the European parallel vehicle for Fund IV. Fund IV-B (Luxembourg) SCSp maintains its registered office at 14, rue Jean-Pierre Brasseur, L-1258 Luxembourg, Grand Duchy of Luxembourg. The general partner is Solara Luxembourg Management S.à r.l. (Registre de Commerce et des Sociétés, Luxembourg ("RCS") number B 248194). Fund IV-B (Luxembourg) SCSp is registered with the Luxembourg RCS under number B 248193. For U.S. federal income tax purposes, Fund IV-B (Luxembourg) SCSp is classified as a partnership pursuant to Treasury Regulation § 301.7701-3.

4. Solara Digital Partners Fund V LP (EIN: 88-3467219) — A Delaware limited partnership with a fund size of approximately $5.6 billion (vintage 2023). As of March 31, 2025, Fund V is approximately 38% deployed across twelve portfolio company investments in the digital infrastructure, data center, and software-as-a-service sectors. The general partner of Fund V LP is Solara Digital Infrastructure GP LLC (EIN: 82-4917365).

5. Solara Digital Partners Fund V-A (Cayman) LP (EIN: 98-7891234) — A Cayman Islands exempted limited partnership with a fund size of approximately $2.45 billion, serving as the primary offshore parallel vehicle for Fund V. Fund V-A (Cayman) LP maintains its registered office at Harborstone Corporate Services Ltd., George Town, Grand Cayman, Cayman Islands. The general partner is Solara Offshore GP Ltd. Fund V-A (Cayman) LP is registered with CIMA under registration number MF-89103. For U.S. federal income tax purposes, Fund V-A (Cayman) LP is classified as a partnership pursuant to Treasury Regulation § 301.7701-3.

6. Solara Digital Partners Fund V-B (Luxembourg) SCSp (EIN: 98-7891267) — A Luxembourg société en commandite spéciale with a fund size of approximately €1.38 billion (approximately $1.49 billion at an exchange rate of 1.08 EUR/USD), serving as the European parallel vehicle for Fund V. Fund V-B (Luxembourg) SCSp maintains its registered office at 14, rue Jean-Pierre Brasseur, L-1258 Luxembourg, Grand Duchy of Luxembourg. The general partner is Solara Luxembourg Management S.à r.l. Fund V-B (Luxembourg) SCSp is registered with the Luxembourg RCS under number B 271056. For U.S. federal income tax purposes, Fund V-B (Luxembourg) SCSp is classified as a partnership pursuant to Treasury Regulation § 301.7701-3.

C. Newly Formed Entities (Post-Reorganization)

In connection with the Reorganization, the following entities will be newly formed:

1. Solara Consolidated Master Fund GP LLC — A Delaware limited liability company to be formed on or about September 15, 2025. Solara Consolidated Master Fund GP LLC will serve as the general partner of the Consolidated Master Fund LP described below. It is anticipated that Solara Consolidated Master Fund GP LLC will be classified as a disregarded entity for U.S. federal income tax purposes (or, if it has more than one member, as a partnership) under the default classification rules of Treasury Regulation § 301.7701-3(b). Solara Digital Infrastructure GP LLC will serve as the managing member.

2. Solara Consolidated Master Fund LP — A Delaware limited partnership to be formed on or about September 15, 2025. The Consolidated Master Fund LP will serve as the master fund vehicle into which the portfolio assets currently held by the four legacy offshore vehicles (Fund IV-A (Cayman) LP, Fund IV-B (Luxembourg) SCSp, Fund V-A (Cayman) LP, and Fund V-B (Luxembourg) SCSp) will be consolidated. The general partner of the Consolidated Master Fund LP will be Solara Consolidated Master Fund GP LLC. Solara intends to file a Form 8832 (Entity Classification Election) on behalf of the Consolidated Master Fund LP to confirm its classification as a partnership for U.S. federal income tax purposes under Treasury Regulation § 301.7701-3(a).

3. Solara International Feeder (Cayman) LP — A Cayman Islands exempted limited partnership to be formed in connection with Step 5 of the Reorganization. The International Feeder will serve as the feeder vehicle through which non-U.S. investors will invest, indirectly, in the Consolidated Master Fund LP. The International Feeder is intended to be classified as a partnership for U.S. federal income tax purposes under Treasury Regulation § 301.7701-3.

4. Solara Tax-Exempt Feeder (Cayman) LP — A Cayman Islands exempted limited partnership to be formed in connection with Step 5 of the Reorganization. The Tax-Exempt Feeder will serve as the feeder vehicle through which U.S. tax-exempt investors will invest, indirectly, in the Consolidated Master Fund LP. The Tax-Exempt Feeder is designed to mitigate concerns regarding unrelated business taxable income ("UBTI") under IRC §§ 511–514 for its tax-exempt limited partners. The Tax-Exempt Feeder is intended to be classified as a partnership for U.S. federal income tax purposes under Treasury Regulation § 301.7701-3.

III. Summary of Proposed Transaction

The Reorganization consists of a carefully sequenced, five-step transaction designed to consolidate the portfolio assets of Solara's existing offshore fund vehicles into the newly formed Consolidated Master Fund LP, while simultaneously establishing feeder vehicles to accommodate the differing tax profiles of Solara's diverse investor base. The following is a summary of each step, together with its target effective date. A more detailed description of each step, including all relevant facts and circumstances, is set forth in the enclosed PLR request.

Step 1 — Formation of New Entities (Target Effective Date: September 15, 2025). In Step 1, Solara will cause the formation of four new entities: (i) Solara Consolidated Master Fund GP LLC, a Delaware limited liability company; (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 the formation of these entities, Solara will cause the filing of Form 8832 (Entity Classification Election) for each entity to confirm partnership classification for U.S. federal income tax purposes under Treasury Regulation § 301.7701-3(a). Solara Consolidated Master Fund GP LLC will receive a nominal capital contribution to fund its initial capitalization and will be admitted as the general partner of the Consolidated Master Fund LP.

Step 2 — Contribution of Fund IV-A (Cayman) Assets (Target Effective Date: October 1, 2025). In Step 2, Solara Digital Partners Fund IV-A (Cayman) LP will contribute all of its portfolio assets — consisting of equity interests in portfolio companies and related contractual rights, intellectual property licenses, and ancillary assets — to the Consolidated Master Fund LP in exchange for a limited partnership interest in the Consolidated Master Fund LP. The aggregate fair market value of the assets to be contributed in Step 2 is approximately $2.31 billion, with an aggregate adjusted tax basis of approximately $1.62 billion, resulting in aggregate built-in gain of approximately $690 million. The Consolidated Master Fund LP will also assume or take subject to certain liabilities of Fund IV-A (Cayman) LP allocated to the transferred portfolio assets.

Step 3 — Contribution of Fund IV-B (Luxembourg) Assets (Target Effective Date: October 15, 2025). In Step 3, Solara Digital Partners Fund IV-B (Luxembourg) SCSp will contribute all of its portfolio assets to the Consolidated Master Fund LP in exchange for a limited partnership interest in the Consolidated Master Fund LP. The aggregate fair market value of the assets to be contributed in Step 3 is approximately €1.07 billion (approximately $1.16 billion at an exchange rate of 1.08 EUR/USD), with an aggregate adjusted tax basis of approximately €782 million (approximately $844.6 million), resulting in aggregate built-in gain of approximately €288 million (approximately $311 million). As with Step 2, the Consolidated Master Fund LP will assume or take subject to certain liabilities attributable to the transferred assets.

Step 4 — Contribution of Fund V Offshore Assets (Target Effective Date: November 1, 2025). In Step 4, the two remaining legacy offshore vehicles will contribute their respective portfolio assets to the Consolidated Master Fund LP in exchange for limited partnership interests:

(a) Solara Digital Partners Fund V-A (Cayman) LP will contribute all of its portfolio assets, with an aggregate fair market value of approximately $2.89 billion, an aggregate adjusted tax basis of approximately $2.34 billion, and aggregate built-in gain of approximately $550 million.

(b) Solara Digital Partners Fund V-B (Luxembourg) SCSp will contribute all of its portfolio assets, with an aggregate fair market value of approximately €1.29 billion (approximately $1.39 billion at 1.08 EUR/USD), an aggregate adjusted tax basis of approximately €1.14 billion (approximately $1.23 billion), and aggregate built-in gain of approximately €150 million (approximately $162 million).

In each case, the Consolidated Master Fund LP will assume or take subject to applicable liabilities associated with the contributed assets.

Step 5 — Dissolution of Legacy Offshore Vehicles and LP Migration (Target Effective Date: December 1, 2025). Following the completion of Steps 2 through 4, each of the four legacy offshore vehicles — Fund IV-A (Cayman) LP, Fund IV-B (Luxembourg) SCSp, Fund V-A (Cayman) LP, and Fund V-B (Luxembourg) SCSp — will be dissolved and liquidated. In connection with their dissolution, each legacy offshore vehicle will distribute its sole remaining asset — its limited partnership interest in the Consolidated Master Fund LP — to its existing limited partners pro rata in accordance with each partner's partnership interest. Upon receipt of such distributed interests, existing limited partners will be migrated into the post-reorganization structure as follows:

(a) Non-U.S. limited partners will contribute their distributed Consolidated Master Fund LP interests to the Solara International Feeder (Cayman) LP in exchange for limited partnership interests in the International Feeder, and will thereafter hold their indirect investment in the Consolidated Master Fund through the International Feeder.

(b) U.S. tax-exempt limited partners will contribute their distributed Consolidated Master Fund LP interests to the Solara Tax-Exempt Feeder (Cayman) LP in exchange for limited partnership interests in the Tax-Exempt Feeder, and will thereafter hold their indirect investment in the Consolidated Master Fund through the Tax-Exempt Feeder, which is designed to mitigate UBTI concerns under IRC §§ 511–514.

(c) U.S. taxable investors will remain directly invested as limited partners in Fund IV LP and Fund V LP, respectively, which will co-invest alongside the Consolidated Master Fund LP on a parallel basis in accordance with the amended and restated limited partnership agreements governing those vehicles.

In the aggregate across all five steps, the Reorganization involves the transfer of portfolio assets with a total fair market value of approximately $7.75 billion, a total aggregate adjusted tax basis of approximately $6.03 billion, and total aggregate built-in gain of approximately $1.72 billion. The Consolidated Master Fund LP will assume or take subject to aggregate liabilities of approximately $1.34 billion in connection with the Reorganization. The transferred assets consist of equity interests (and related rights) in a total of twenty-three (23) portfolio companies — eleven (11) held through the Fund IV vehicles and twelve (12) held through the Fund V vehicles — all of which operate in the digital infrastructure, data center, enterprise software, and software-as-a-service sectors.

IV. Summary of Rulings Requested

The enclosed private letter ruling request seeks the following eight specific rulings from the Service:

Ruling 1 — Nonrecognition Under IRC § 721(a). The contributions of portfolio assets by each of the legacy offshore vehicles (Fund IV-A (Cayman) LP, Fund IV-B (Luxembourg) SCSp, Fund V-A (Cayman) LP, and Fund V-B (Luxembourg) SCSp) to the Consolidated Master Fund LP in exchange for limited partnership interests, as described in Steps 2, 3, and 4 of the Reorganization, qualify as contributions to a partnership in exchange for a partnership interest within the meaning of IRC § 721(a). Accordingly, no gain or loss is recognized by any contributing partnership, or by any partner of any contributing partnership, as a result of such contributions.

Ruling 2 — Investment Company Exception Under IRC § 721(b). The Consolidated Master Fund LP does not constitute an "investment company" within the meaning of IRC § 721(b) and Treasury Regulation § 1.351-1(c)(1)(ii) (as applied by cross-reference through IRC § 721(b)). This conclusion is based on the fact that the portfolio assets being contributed to the Consolidated Master Fund LP consist of operating company interests — specifically, controlling and significant minority equity positions in twenty-three portfolio companies operating in the digital infrastructure, data center, enterprise software, and software-as-a-service sectors — and not of "stocks, securities, or other properties" described in IRC § 351(e)(1). Accordingly, the exception to nonrecognition treatment under IRC § 721(b) does not apply.

Ruling 3 — Inapplicability of IRC § 367. Neither IRC § 367(a) nor IRC § 367(b) applies to the contributions described in Steps 2, 3, and 4 of the Reorganization, because the Consolidated Master Fund LP is classified as a partnership (and not as a corporation) for U.S. federal income tax purposes under Treasury Regulation § 301.7701-3. Sections 367(a) and 367(b) by their terms apply only to exchanges described in IRC §§ 332, 351, 354, 355, 356, or 361 — each of which involves transfers to or from a corporation — and do not apply to contributions to a partnership governed by IRC § 721. Accordingly, the international transfer provisions of IRC § 367 impose no additional gain recognition obligations or reporting requirements in connection with the Reorganization.

Ruling 4 — Nonrecognition on Distributions Under IRC § 731. The distributions by the legacy offshore vehicles of their limited partnership interests in the Consolidated Master Fund LP to their existing limited partners in Step 5 of the Reorganization qualify as distributions by a partnership to a partner within the meaning of IRC § 731(a), and no gain or loss is recognized by any distributing partnership or any distributee partner as a result of such distributions, except to the extent (if any) that a distributee partner receives money in excess of the adjusted basis of such partner's partnership interest under IRC § 731(a)(1). Further, the distributed partnership interests in the Consolidated Master Fund LP do not constitute "marketable securities" within the meaning of IRC § 731(c)(2), because such interests are not traded on an established securities market and are not readily tradable on a secondary market or the substantial equivalent thereof. Accordingly, IRC § 731(c) does not apply to the distributions in Step 5.

Ruling 5 — Liability Shifts Under IRC § 752. The shifts in partner-level shares of liabilities resulting from the Reorganization — including the assumption of liabilities by the Consolidated Master Fund LP in connection with the contributions in Steps 2 through 4 and the reallocation of liabilities among tiers of partnerships in connection with the dissolutions and LP migrations in Step 5 — do not trigger deemed contributions under IRC § 752(a) or deemed distributions under IRC § 752(b) that result in gain recognition under IRC § 731. This conclusion is based on the proper application of the netting rule under Treasury Regulation § 1.752-1(f), which permits increases and decreases in a partner's share of partnership liabilities occurring as part of the same transaction to be netted for purposes of determining whether a deemed contribution or deemed distribution has occurred, and on the tiered partnership rules applicable to allocations of liabilities among upper-tier and lower-tier partnerships.

Ruling 6 — Carryover of § 704(c) Accounts. The built-in gain and loss accounts tracked under IRC § 704(c) by each of the legacy offshore vehicles with respect to their portfolio assets carry over to the Consolidated Master Fund LP upon the contribution of such assets in Steps 2, 3, and 4 of the Reorganization. The Consolidated Master Fund LP may continue to apply the remedial allocation method described in Treasury Regulation § 1.704-3(d) to the contributed assets, consistent with the method previously employed by each legacy offshore vehicle, in order to account for the disparity between the fair market value and the adjusted tax basis of such assets as of the date of contribution.

Ruling 7 — No Withholding Under IRC § 1446. No withholding is required under IRC § 1446(a) with respect to the contributions of portfolio assets in Steps 2, 3, and 4 of the Reorganization or the distributions of Consolidated Master Fund LP interests in Step 5 of the Reorganization. The contributions in Steps 2 through 4 are nonrecognition transactions under IRC § 721(a) and do not give rise to effectively connected taxable income ("ECTI") allocable to non-U.S. partners. The distributions in Step 5 are nonrecognition transactions under IRC § 731(a) and do not constitute "amounts subject to withholding" within the meaning of Treasury Regulations §§ 1.1446-1 through 1.1446-6. Accordingly, no withholding obligation arises under IRC § 1446 in connection with any step of the Reorganization.

Ruling 8 — Entity Classification. Each of the Consolidated Master Fund LP, the International Feeder (Cayman) LP, and the Tax-Exempt Feeder (Cayman) LP is properly classified as a partnership for U.S. federal income tax purposes under Treasury Regulation § 301.7701-3, based on the entity classification elections to be filed on Form 8832 and the governing agreements of each entity, which provide for at least two members and do not provide for limited liability for all members.

V. Reference to Pre-Submission Conference

A pre-submission conference was held on Tuesday, July 22, 2025, at the offices of the Internal Revenue Service, 1111 Constitution Avenue NW, Washington, DC 20224, with representatives of the Office of the Associate Chief Counsel (International), CC:INTL, Branch 1.

Calderwood & Harkness LLP was represented at the pre-submission conference by the following individuals:

• Leonard Cross, Partner, Tax — Responsible Partner for this engagement

• Robert Jansen, Associate, Tax — Lead Associate for this engagement

The pre-submission conference addressed the scope and substance of the proposed ruling request, including a preliminary discussion of the factual background, the proposed transaction steps, and the specific rulings to be sought. We express our appreciation for the constructive guidance and feedback provided by the Service's representatives during the conference.

The enclosed private letter ruling request has been prepared to reflect and incorporate the guidance received during the pre-submission conference and to address each of the questions and areas of concern raised by the Service at that time. In particular, and without limitation, the following supplemental representations and expanded analyses were requested during the conference and have been incorporated into the final submission:

(a) An expanded analysis of the application of the "investment company" test under IRC § 721(b) and Treasury Regulation § 1.351-1(c)(1)(ii), including a detailed discussion of the nature of each of the twenty-three portfolio company interests and the reasons why such interests constitute operating company assets rather than investment-type assets within the meaning of the regulations;

(b) A supplemental representation regarding the absence of any plan or intention to dispose of, or transfer to a corporation, any of the contributed assets within a period of two years following the Reorganization, and the absence of any binding commitments or agreements to effect such a disposition or transfer;

(c) An expanded liability analysis under IRC § 752, including a detailed schedule (Exhibit E) setting forth the pre-reorganization and post-reorganization allocations of the aggregate $1.34 billion in liabilities, the application of the netting rule under Treasury Regulation § 1.752-1(f), and the treatment of liabilities in tiered partnership structures following the Reorganization; and

(d) A supplemental discussion of the entity classification analysis under Treasury Regulation § 301.7701-3 for the newly formed Cayman Islands entities (International Feeder and Tax-Exempt Feeder), including an analysis of the provisions of the governing agreements of such entities and the reasons why such entities are not classified as corporations under the per se rules of Treasury Regulation § 301.7701-2(b)(8).

We believe that the enclosed submission is fully responsive to the matters raised during the pre-submission conference and that no outstanding issues remain unaddressed.

VI. Schedule of Enclosed Documents

The following documents are enclosed with this transmittal letter as part of the complete ruling request submission package:

1. PLR Request — Execution Version. Signed private letter ruling request, including the complete statement of facts, a detailed legal analysis supporting each of the eight rulings requested, and all taxpayer representations required by Rev. Proc. 2025-1. The PLR request has been signed on behalf of Solara Digital Infrastructure GP LLC, the general partner of Solara Digital Infrastructure LP, by Viktor Raines, Managing Partner, pursuant to his authority under the limited partnership agreement and the operating agreement of the general partner.

2. Exhibit A — Organizational Charts (Pre-Reorganization). Diagrams depicting the current organizational structure of all six Solara fund vehicles (Fund IV LP, Fund IV-A (Cayman) LP, Fund IV-B (Luxembourg) SCSp, Fund V LP, Fund V-A (Cayman) LP, and Fund V-B (Luxembourg) SCSp), their respective general partners, the ownership and management relationships among them, and their portfolio company holdings.

3. Exhibit B — Organizational Charts (Post-Reorganization). Diagrams depicting the target post-reorganization organizational structure, including the Consolidated Master Fund LP, the International Feeder (Cayman) LP, the Tax-Exempt Feeder (Cayman) LP, the co-investing Delaware funds (Fund IV LP and Fund V LP), and their respective general partners and investor flows.

4. Exhibit C — Step Transaction Diagrams. Visual depictions of each of the five reorganization steps (Steps 1 through 5), including entity relationships, the direction and nature of asset flows and consideration exchanged at each step, and cross-references to the applicable provisions of the Internal Revenue Code and Treasury Regulations.

5. Exhibit D — Schedule of Contributing Entities and Assets. A tabular schedule setting forth each contributing entity, each portfolio company asset to be transferred, the fair market value and adjusted tax basis of each asset, the built-in gain attributable to each asset, and the percentage ownership interest held in each portfolio company. The schedule reflects aggregate totals of approximately $7.75 billion in fair market value, $6.03 billion in adjusted tax basis, and $1.72 billion in built-in gain.

6. Exhibit E — Schedule of Liabilities and § 752 Analysis. A detailed schedule of pre-reorganization and post-reorganization allocations of the aggregate $1.34 billion in liabilities, including a step-by-step analysis of deemed contributions and deemed distributions under IRC §§ 752(a) and 752(b), the application of the netting rule under Treasury Regulation § 1.752-1(f), and the treatment of liabilities in the tiered partnership structures resulting from the Reorganization.

7. IRS Form 2848 — Power of Attorney (Leonard Cross). IRS Form 2848 designating Leonard Cross, Calderwood & Harkness LLP, 1900 K Street NW, Suite 1100, Washington, DC 20006, as an authorized representative of Solara Digital Infrastructure LP (EIN: 82-4917366), Solara Digital Infrastructure GP LLC (EIN: 82-4917365), and all fund entities identified in Section II of this transmittal letter, with authority to represent such entities before the Internal Revenue Service in connection with this ruling request.

8. IRS Form 2848 — Power of Attorney (Sylvia Hartwell). IRS Form 2848 designating Sylvia Hartwell, Calderwood & Harkness LLP, 600 Lexington Avenue, 38th Floor, New York, NY 10022, as an authorized representative of all Solara entities identified in Section II of this transmittal letter, with authority to represent such entities before the Internal Revenue Service in connection with this ruling request.

9. Penalties of Perjury Declaration. Declaration signed by Viktor Raines, in his capacity as Managing Partner of Solara Digital Infrastructure GP LLC, the general partner of Solara Digital Infrastructure LP, declaring under penalties of perjury that the facts presented in the ruling request are true, correct, and complete to the best of the declarant's knowledge and belief.

10. IRS User Fee Wire Transfer Confirmation. Confirmation of the payment of the applicable user fee in the amount of $38,000, transmitted by wire transfer to the Internal Revenue Service, in accordance with the Schedule of User Fees set forth in Appendix A to Rev. Proc. 2025-1 (applicable to a ruling request involving multiple entities with combined assets exceeding $50 million).

VII. Authorized Representatives and Contact Information

All correspondence and communications from the Service regarding this ruling request should be directed to the following authorized representatives:

Leonard Cross Responsible Partner, Tax Calderwood & Harkness LLP 1900 K Street NW, Suite 1100 Washington, DC 20006 Telephone: (202) 555-7418 Facsimile: (202) 555-7401

Email: lcross@calderwoodharkness.com

Sylvia Hartwell Billing Partner, Tax Calderwood & Harkness LLP 600 Lexington Avenue, 38th Floor New York, NY 10022 Telephone: (212) 555-3290 Facsimile: (212) 555-3201

Email: shartwell@calderwoodharkness.com

IRS Forms 2848 designating both Leonard Cross and Sylvia Hartwell as authorized representatives of Solara Digital Infrastructure LP, Solara Digital Infrastructure GP LLC, and all related fund entities are enclosed with this submission as Enclosures 7 and 8, respectively.

The following additional members of the Calderwood & Harkness engagement team are available to respond to questions from the Service or to attend any conference that the Service may schedule in connection with this ruling request:

• Robert Jansen, Lead Associate, Tax — Calderwood & Harkness LLP, 1900 K Street NW, Suite 1100, Washington, DC 20006; Telephone: (202) 555-7432; Email: rjansen@calderwoodharkness.com

• Garrett Simmons, Working Associate, Tax — Calderwood & Harkness LLP, 600 Lexington Avenue, 38th Floor, New York, NY 10022; Telephone: (212) 555-3347; Email: gsimmons@calderwoodharkness.com

VIII. IRS User Fee Confirmation

We hereby confirm that the applicable user fee in the amount of $38,000 has been paid by wire transfer to the Internal Revenue Service in connection with this private letter ruling request. A copy of the wire transfer confirmation is enclosed as Enclosure 10 to this submission.

The user fee amount has been calculated in accordance with the Schedule of User Fees set forth in Appendix A to Revenue Procedure 2025-1. The $38,000 fee applies to a private letter ruling request involving multiple entities with combined assets exceeding $50 million, as is the case here given that the Reorganization involves six existing fund vehicles and four newly formed entities with aggregate assets under management of approximately $14.7 billion and aggregate transferred asset fair market value of approximately $7.75 billion.

IX. Request for Expedited Handling

Solara respectfully requests that the Service consider this private letter ruling request on an expedited basis to the extent practicable, in light of the time-sensitive nature of the proposed Reorganization.

The Reorganization is structured as a five-step transaction with target effective dates commencing on September 15, 2025 (Step 1 — Formation of New Entities) and concluding on December 1, 2025 (Step 5 — Dissolution of Legacy Offshore Vehicles and LP Migration). The transaction timeline has been established in coordination with Solara's investor base, its portfolio companies, and its lending counterparties, and delays in the receipt of a favorable ruling could necessitate the postponement of certain steps, resulting in significant administrative, operational, and economic consequences for Solara and its limited partners.

We note that the required limited partner consent for the Reorganization has already been obtained. At the meeting of the Limited Partner Advisory Committee ("LPAC") held on April 22, 2025, limited partners holding approximately 78% in interest across the affected fund vehicles voted to approve the Reorganization, subject to receipt of a favorable private letter ruling from the Service and the satisfaction of customary closing conditions. This level of approval exceeds the consent thresholds specified in the limited partnership agreements of each fund vehicle.

In addition, Solara is currently in the process of obtaining lender consents required under its existing subscription credit facilities, which are a precondition to certain of the asset transfers contemplated by the Reorganization. Specifically, Solara maintains:

(a) A $1.1 billion subscription credit facility for Fund IV (together with its parallel vehicles), provided by Ashford National Bank, N.A., as administrative agent and lead lender; and

(b) A $1.5 billion subscription credit facility for Fund V (together with its parallel vehicles), provided by Ashford National Bank, N.A., and Sentinel Capital Markets LLC, as co-lenders, with Sentinel Capital Markets LLC serving as administrative agent.

The lender consent process is underway and is expected to be completed in advance of the target effective date for Step 2 (October 1, 2025), contingent in part upon the receipt or expected receipt of a favorable ruling from the Service.

Solara acknowledges that the decision to grant expedited treatment of any ruling request is within the sole discretion of the Service and subject to the workload and priorities of the relevant branches. We are prepared to provide any additional information or supplemental materials that may facilitate the expedited review of this submission.

X. Closing

We are prepared to provide any additional information, documentation, supplemental representations, or clarification that the Service may require in connection with its consideration of this private letter ruling request. We are likewise available for a conference at the Service's offices or a telephone call at the Service's convenience to discuss any aspect of the submission.

We appreciate the Service's attention to this matter and look forward to working constructively with the assigned Branch attorneys throughout the review process.

Respectfully submitted,

CALDERWOOD & HARKNESS LLP

________________________________________

Leonard Cross Partner, Tax Calderwood & Harkness LLP 1900 K Street NW, Suite 1100 Washington, DC 20006 Telephone: (202) 555-7418

Email: lcross@calderwoodharkness.com

________________________________________

Sylvia Hartwell Partner, Tax Calderwood & Harkness LLP 600 Lexington Avenue, 38th Floor New York, NY 10022 Telephone: (212) 555-3290

Email: shartwell@calderwoodharkness.com

Enclosures (10): As described in the Schedule of Enclosed Documents set forth in Section VI of this transmittal letter.

cc:

Viktor Raines, Managing Partner, Solara Digital Infrastructure LP Priya Narasimhan, General Counsel, Solara Digital Infrastructure LP Stefan Dalmqvist, Head of Tax, Solara Digital Infrastructure LP Douglas Wexford, Chief Financial Officer, Solara Digital Infrastructure LP

CALDERWOOD & HARKNESS LLP Attorneys at Law
1900 K Street NW, Suite 1100 Washington, DC 20006
Telephone: (202) 555-7400 Facsimile: (202) 555-7401 www.calderwoodharkness.com
August 15, 2025
Via Hand Delivery and Certified Mail, Return Receipt Requested
Internal Revenue Service Office of the Associate Chief Counsel (International) CC:INTL 1111 Constitution Avenue NW Washington, DC 20224
Attn: Branch 1 — CC:INTL
Secondary Jurisdiction Reference: Office of the Associate Chief Counsel (Passthroughs & Special Industries) CC:PSI 1111 Constitution Avenue NW Washington, DC 20224
Re: Private Letter Ruling Request on Behalf of Solara Digital Infrastructure LP (EIN: 82-4917366) and Related Entities — Cross-Border Fund-Platform Reorganization Under IRC §§ 721, 731, 752, 704(c), 367, 1446, and Treas. Reg. § 301.7701-3
Dear Sir or Madam:
I. Introduction and Purpose
Calderwood & Harkness LLP respectfully submits this transmittal letter and the accompanying enclosed materials on behalf of its client, Solara Digital Infrastructure LP ("Solara" or "SDILP"), a Delaware limited partnership (Employer Identification Number: 82-4917366), with its principal offices located at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801. Calderwood & Harkness LLP serves as U.S. federal income tax counsel to Solara in connection with this matter and has been retained specifically to prepare, submit, and prosecute this private letter ruling request before the Internal Revenue Service (the "Service"). This engagement is conducted under Calderwood & Harkness LLP Engagement Number 20250527-SDILP-PLR.
This transmittal letter accompanies the enclosed private letter ruling request and all supporting materials, which are being submitted pursuant to the procedures set forth in Revenue Procedure 2025-1, 2025-1 I.R.B. 1, as supplemented and modified by any subsequent guidance (collectively, "Rev. Proc. 2025-1"). We have endeavored to comply with all applicable procedural requirements set forth therein, including the requirements pertaining to the format, content, and execution of the ruling request, the submission of powers of attorney, the payment of user fees, and the execution of a penalties of perjury declaration.
We note that a pre-submission conference was held on July 22, 2025, with representatives of the Office of the Associate Chief Counsel (International), CC:INTL, Branch 1. The enclosed private letter ruling request has been prepared to incorporate and address the guidance and feedback received from the Service's representatives during that conference. A more detailed description of the pre-submission conference and the supplemental analyses prepared in response to the matters raised therein is set forth in Section V of this transmittal letter.
The private letter ruling request accompanying this submission seeks eight specific rulings from the Service confirming the intended U.S. federal income tax treatment of a proposed multi-step cross-border reorganization of the Solara fund platform (the "Reorganization"). The Reorganization involves the consolidation of assets currently held across multiple onshore and offshore fund vehicles into a newly formed master fund structure, together with the simultaneous establishment of feeder vehicles designed to accommodate the distinct tax considerations of non-U.S. investors and U.S. tax-exempt investors, respectively. The Reorganization is a carefully sequenced, five-step transaction with target effective dates spanning from September 15, 2025, through December 1, 2025, as described more fully in Section III below and in the accompanying PLR request.
Given the magnitude and complexity of the Reorganization — involving six existing fund vehicles with aggregate assets of approximately $14.7 billion, twenty-three portfolio company investments with an aggregate fair market value of approximately $7.75 billion and aggregate built-in gain of approximately $1.72 billion, and aggregate liabilities of approximately $1.34 billion — Solara and its partners seek the certainty that a private letter ruling from the Service will provide. The rulings requested address the intersection of the partnership nonrecognition provisions of Subchapter K, the entity classification regulations under Treasury Regulation § 301.7701-3, and the international tax provisions governing outbound transfers and withholding under IRC §§ 367 and 1446, respectively.
II. Identification of Taxpayer and Related Entities
A. Principal Taxpayer
The principal taxpayer on whose behalf this ruling request is submitted is Solara Digital Infrastructure LP (EIN: 82-4917366), a Delaware limited partnership formed on March 17, 2014, under the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. §§ 17-101 et seq. As of March 31, 2025, Solara has approximately $14.7 billion in assets under management across its family of digital infrastructure and technology-focused private equity funds.
The general partner of Solara is Solara Digital Infrastructure GP LLC (EIN: 82-4917365), a Delaware limited liability company classified as a disregarded entity for U.S. federal income tax purposes. The manager of Solara Digital Infrastructure GP LLC is Viktor Raines, Managing Partner and Founder.
B. Existing Fund Vehicles Subject to the Reorganization
The Reorganization involves the following six existing fund vehicles, each of which is an affiliate of Solara and is managed, directly or indirectly, by Solara Digital Infrastructure GP LLC or its subsidiaries:
1. Solara Digital Partners Fund IV LP (EIN: 85-2103748) — A Delaware limited partnership with a fund size of approximately $4.2 billion (vintage 2021). As of March 31, 2025, Fund IV is approximately 72% deployed across eleven portfolio company investments in the digital infrastructure and enterprise software sectors. The general partner of Fund IV LP is Solara Digital Infrastructure GP LLC (EIN: 82-4917365).
2. Solara Digital Partners Fund IV-A (Cayman) LP (EIN: 98-6241503) — A Cayman Islands exempted limited partnership with a fund size of approximately $1.85 billion, serving as the primary offshore parallel vehicle for Fund IV. Fund IV-A (Cayman) LP maintains its registered office at Harborstone Corporate Services Ltd., P.O. Box 2714, 94 Solaris Avenue, George Town, Grand Cayman KY1-1111, Cayman Islands. The general partner of Fund IV-A (Cayman) LP is Solara Offshore GP Ltd., a Cayman Islands exempted company. Fund IV-A (Cayman) LP is registered with the Cayman Islands Monetary Authority ("CIMA") under registration number MF-72491. For U.S. federal income tax purposes, Fund IV-A (Cayman) LP is classified as a partnership pursuant to Treasury Regulation § 301.7701-3.
3. Solara Digital Partners Fund IV-B (Luxembourg) SCSp (EIN: 98-6241571) — A Luxembourg société en commandite spéciale with a fund size of approximately €1.15 billion (approximately $1.24 billion at an exchange rate of 1.08 EUR/USD), serving as the European parallel vehicle for Fund IV. Fund IV-B (Luxembourg) SCSp maintains its registered office at 14, rue Jean-Pierre Brasseur, L-1258 Luxembourg, Grand Duchy of Luxembourg. The general partner is Solara Luxembourg Management S.à r.l. (Registre de Commerce et des Sociétés, Luxembourg ("RCS") number B 248194). Fund IV-B (Luxembourg) SCSp is registered with the Luxembourg RCS under number B 248193. For U.S. federal income tax purposes, Fund IV-B (Luxembourg) SCSp is classified as a partnership pursuant to Treasury Regulation § 301.7701-3.
4. Solara Digital Partners Fund V LP (EIN: 88-3467219) — A Delaware limited partnership with a fund size of approximately $5.6 billion (vintage 2023). As of March 31, 2025, Fund V is approximately 38% deployed across twelve portfolio company investments in the digital infrastructure, data center, and software-as-a-service sectors. The general partner of Fund V LP is Solara Digital Infrastructure GP LLC (EIN: 82-4917365).
5. Solara Digital Partners Fund V-A (Cayman) LP (EIN: 98-7891234) — A Cayman Islands exempted limited partnership with a fund size of approximately $2.45 billion, serving as the primary offshore parallel vehicle for Fund V. Fund V-A (Cayman) LP maintains its registered office at Harborstone Corporate Services Ltd., George Town, Grand Cayman, Cayman Islands. The general partner is Solara Offshore GP Ltd. Fund V-A (Cayman) LP is registered with CIMA under registration number MF-89103. For U.S. federal income tax purposes, Fund V-A (Cayman) LP is classified as a partnership pursuant to Treasury Regulation § 301.7701-3.
6. Solara Digital Partners Fund V-B (Luxembourg) SCSp (EIN: 98-7891267) — A Luxembourg société en commandite spéciale with a fund size of approximately €1.38 billion (approximately $1.49 billion at an exchange rate of 1.08 EUR/USD), serving as the European parallel vehicle for Fund V. Fund V-B (Luxembourg) SCSp maintains its registered office at 14, rue Jean-Pierre Brasseur, L-1258 Luxembourg, Grand Duchy of Luxembourg. The general partner is Solara Luxembourg Management S.à r.l. Fund V-B (Luxembourg) SCSp is registered with the Luxembourg RCS under number B 271056. For U.S. federal income tax purposes, Fund V-B (Luxembourg) SCSp is classified as a partnership pursuant to Treasury Regulation § 301.7701-3.
C. Newly Formed Entities (Post-Reorganization)
In connection with the Reorganization, the following entities will be newly formed:
1. Solara Consolidated Master Fund GP LLC — A Delaware limited liability company to be formed on or about September 15, 2025. Solara Consolidated Master Fund GP LLC will serve as the general partner of the Consolidated Master Fund LP described below. It is anticipated that Solara Consolidated Master Fund GP LLC will be classified as a disregarded entity for U.S. federal income tax purposes (or, if it has more than one member, as a partnership) under the default classification rules of Treasury Regulation § 301.7701-3(b). Solara Digital Infrastructure GP LLC will serve as the managing member.
2. Solara Consolidated Master Fund LP — A Delaware limited partnership to be formed on or about September 15, 2025. The Consolidated Master Fund LP will serve as the master fund vehicle into which the portfolio assets currently held by the four legacy offshore vehicles (Fund IV-A (Cayman) LP, Fund IV-B (Luxembourg) SCSp, Fund V-A (Cayman) LP, and Fund V-B (Luxembourg) SCSp) will be consolidated. The general partner of the Consolidated Master Fund LP will be Solara Consolidated Master Fund GP LLC. Solara intends to file a Form 8832 (Entity Classification Election) on behalf of the Consolidated Master Fund LP to confirm its classification as a partnership for U.S. federal income tax purposes under Treasury Regulation § 301.7701-3(a).
3. Solara International Feeder (Cayman) LP — A Cayman Islands exempted limited partnership to be formed in connection with Step 5 of the Reorganization. The International Feeder will serve as the feeder vehicle through which non-U.S. investors will invest, indirectly, in the Consolidated Master Fund LP. The International Feeder is intended to be classified as a partnership for U.S. federal income tax purposes under Treasury Regulation § 301.7701-3.
4. Solara Tax-Exempt Feeder (Cayman) LP — A Cayman Islands exempted limited partnership to be formed in connection with Step 5 of the Reorganization. The Tax-Exempt Feeder will serve as the feeder vehicle through which U.S. tax-exempt investors will invest, indirectly, in the Consolidated Master Fund LP. The Tax-Exempt Feeder is designed to mitigate concerns regarding unrelated business taxable income ("UBTI") under IRC §§ 511–514 for its tax-exempt limited partners. The Tax-Exempt Feeder is intended to be classified as a partnership for U.S. federal income tax purposes under Treasury Regulation § 301.7701-3.
III. Summary of Proposed Transaction
The Reorganization consists of a carefully sequenced, five-step transaction designed to consolidate the portfolio assets of Solara's existing offshore fund vehicles into the newly formed Consolidated Master Fund LP, while simultaneously establishing feeder vehicles to accommodate the differing tax profiles of Solara's diverse investor base. The following is a summary of each step, together with its target effective date. A more detailed description of each step, including all relevant facts and circumstances, is set forth in the enclosed PLR request.
Step 1 — Formation of New Entities (Target Effective Date: September 15, 2025). In Step 1, Solara will cause the formation of four new entities: (i) Solara Consolidated Master Fund GP LLC, a Delaware limited liability company; (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 the formation of these entities, Solara will cause the filing of Form 8832 (Entity Classification Election) for each entity to confirm partnership classification for U.S. federal income tax purposes under Treasury Regulation § 301.7701-3(a). Solara Consolidated Master Fund GP LLC will receive a nominal capital contribution to fund its initial capitalization and will be admitted as the general partner of the Consolidated Master Fund LP.
Step 2 — Contribution of Fund IV-A (Cayman) Assets (Target Effective Date: October 1, 2025). In Step 2, Solara Digital Partners Fund IV-A (Cayman) LP will contribute all of its portfolio assets — consisting of equity interests in portfolio companies and related contractual rights, intellectual property licenses, and ancillary assets — to the Consolidated Master Fund LP in exchange for a limited partnership interest in the Consolidated Master Fund LP. The aggregate fair market value of the assets to be contributed in Step 2 is approximately $2.31 billion, with an aggregate adjusted tax basis of approximately $1.62 billion, resulting in aggregate built-in gain of approximately $690 million. The Consolidated Master Fund LP will also assume or take subject to certain liabilities of Fund IV-A (Cayman) LP allocated to the transferred portfolio assets.
Step 3 — Contribution of Fund IV-B (Luxembourg) Assets (Target Effective Date: October 15, 2025). In Step 3, Solara Digital Partners Fund IV-B (Luxembourg) SCSp will contribute all of its portfolio assets to the Consolidated Master Fund LP in exchange for a limited partnership interest in the Consolidated Master Fund LP. The aggregate fair market value of the assets to be contributed in Step 3 is approximately €1.07 billion (approximately $1.16 billion at an exchange rate of 1.08 EUR/USD), with an aggregate adjusted tax basis of approximately €782 million (approximately $844.6 million), resulting in aggregate built-in gain of approximately €288 million (approximately $311 million). As with Step 2, the Consolidated Master Fund LP will assume or take subject to certain liabilities attributable to the transferred assets.
Step 4 — Contribution of Fund V Offshore Assets (Target Effective Date: November 1, 2025). In Step 4, the two remaining legacy offshore vehicles will contribute their respective portfolio assets to the Consolidated Master Fund LP in exchange for limited partnership interests:
(a) Solara Digital Partners Fund V-A (Cayman) LP will contribute all of its portfolio assets, with an aggregate fair market value of approximately $2.89 billion, an aggregate adjusted tax basis of approximately $2.34 billion, and aggregate built-in gain of approximately $550 million.
(b) Solara Digital Partners Fund V-B (Luxembourg) SCSp will contribute all of its portfolio assets, with an aggregate fair market value of approximately €1.29 billion (approximately $1.39 billion at 1.08 EUR/USD), an aggregate adjusted tax basis of approximately €1.14 billion (approximately $1.23 billion), and aggregate built-in gain of approximately €150 million (approximately $162 million).
In each case, the Consolidated Master Fund LP will assume or take subject to applicable liabilities associated with the contributed assets.
Step 5 — Dissolution of Legacy Offshore Vehicles and LP Migration (Target Effective Date: December 1, 2025). Following the completion of Steps 2 through 4, each of the four legacy offshore vehicles — Fund IV-A (Cayman) LP, Fund IV-B (Luxembourg) SCSp, Fund V-A (Cayman) LP, and Fund V-B (Luxembourg) SCSp — will be dissolved and liquidated. In connection with their dissolution, each legacy offshore vehicle will distribute its sole remaining asset — its limited partnership interest in the Consolidated Master Fund LP — to its existing limited partners pro rata in accordance with each partner's partnership interest. Upon receipt of such distributed interests, existing limited partners will be migrated into the post-reorganization structure as follows:
(a) Non-U.S. limited partners will contribute their distributed Consolidated Master Fund LP interests to the Solara International Feeder (Cayman) LP in exchange for limited partnership interests in the International Feeder, and will thereafter hold their indirect investment in the Consolidated Master Fund through the International Feeder.
(b) U.S. tax-exempt limited partners will contribute their distributed Consolidated Master Fund LP interests to the Solara Tax-Exempt Feeder (Cayman) LP in exchange for limited partnership interests in the Tax-Exempt Feeder, and will thereafter hold their indirect investment in the Consolidated Master Fund through the Tax-Exempt Feeder, which is designed to mitigate UBTI concerns under IRC §§ 511–514.
(c) U.S. taxable investors will remain directly invested as limited partners in Fund IV LP and Fund V LP, respectively, which will co-invest alongside the Consolidated Master Fund LP on a parallel basis in accordance with the amended and restated limited partnership agreements governing those vehicles.
In the aggregate across all five steps, the Reorganization involves the transfer of portfolio assets with a total fair market value of approximately $7.75 billion, a total aggregate adjusted tax basis of approximately $6.03 billion, and total aggregate built-in gain of approximately $1.72 billion. The Consolidated Master Fund LP will assume or take subject to aggregate liabilities of approximately $1.34 billion in connection with the Reorganization. The transferred assets consist of equity interests (and related rights) in a total of twenty-three (23) portfolio companies — eleven (11) held through the Fund IV vehicles and twelve (12) held through the Fund V vehicles — all of which operate in the digital infrastructure, data center, enterprise software, and software-as-a-service sectors.
IV. Summary of Rulings Requested
The enclosed private letter ruling request seeks the following eight specific rulings from the Service:
Ruling 1 — Nonrecognition Under IRC § 721(a). The contributions of portfolio assets by each of the legacy offshore vehicles (Fund IV-A (Cayman) LP, Fund IV-B (Luxembourg) SCSp, Fund V-A (Cayman) LP, and Fund V-B (Luxembourg) SCSp) to the Consolidated Master Fund LP in exchange for limited partnership interests, as described in Steps 2, 3, and 4 of the Reorganization, qualify as contributions to a partnership in exchange for a partnership interest within the meaning of IRC § 721(a). Accordingly, no gain or loss is recognized by any contributing partnership, or by any partner of any contributing partnership, as a result of such contributions.
Ruling 2 — Investment Company Exception Under IRC § 721(b). The Consolidated Master Fund LP does not constitute an "investment company" within the meaning of IRC § 721(b) and Treasury Regulation § 1.351-1(c)(1)(ii) (as applied by cross-reference through IRC § 721(b)). This conclusion is based on the fact that the portfolio assets being contributed to the Consolidated Master Fund LP consist of operating company interests — specifically, controlling and significant minority equity positions in twenty-three portfolio companies operating in the digital infrastructure, data center, enterprise software, and software-as-a-service sectors — and not of "stocks, securities, or other properties" described in IRC § 351(e)(1). Accordingly, the exception to nonrecognition treatment under IRC § 721(b) does not apply.
Ruling 3 — Inapplicability of IRC § 367. Neither IRC § 367(a) nor IRC § 367(b) applies to the contributions described in Steps 2, 3, and 4 of the Reorganization, because the Consolidated Master Fund LP is classified as a partnership (and not as a corporation) for U.S. federal income tax purposes under Treasury Regulation § 301.7701-3. Sections 367(a) and 367(b) by their terms apply only to exchanges described in IRC §§ 332, 351, 354, 355, 356, or 361 — each of which involves transfers to or from a corporation — and do not apply to contributions to a partnership governed by IRC § 721. Accordingly, the international transfer provisions of IRC § 367 impose no additional gain recognition obligations or reporting requirements in connection with the Reorganization.
Ruling 4 — Nonrecognition on Distributions Under IRC § 731. The distributions by the legacy offshore vehicles of their limited partnership interests in the Consolidated Master Fund LP to their existing limited partners in Step 5 of the Reorganization qualify as distributions by a partnership to a partner within the meaning of IRC § 731(a), and no gain or loss is recognized by any distributing partnership or any distributee partner as a result of such distributions, except to the extent (if any) that a distributee partner receives money in excess of the adjusted basis of such partner's partnership interest under IRC § 731(a)(1). Further, the distributed partnership interests in the Consolidated Master Fund LP do not constitute "marketable securities" within the meaning of IRC § 731(c)(2), because such interests are not traded on an established securities market and are not readily tradable on a secondary market or the substantial equivalent thereof. Accordingly, IRC § 731(c) does not apply to the distributions in Step 5.
Ruling 5 — Liability Shifts Under IRC § 752. The shifts in partner-level shares of liabilities resulting from the Reorganization — including the assumption of liabilities by the Consolidated Master Fund LP in connection with the contributions in Steps 2 through 4 and the reallocation of liabilities among tiers of partnerships in connection with the dissolutions and LP migrations in Step 5 — do not trigger deemed contributions under IRC § 752(a) or deemed distributions under IRC § 752(b) that result in gain recognition under IRC § 731. This conclusion is based on the proper application of the netting rule under Treasury Regulation § 1.752-1(f), which permits increases and decreases in a partner's share of partnership liabilities occurring as part of the same transaction to be netted for purposes of determining whether a deemed contribution or deemed distribution has occurred, and on the tiered partnership rules applicable to allocations of liabilities among upper-tier and lower-tier partnerships.
Ruling 6 — Carryover of § 704(c) Accounts. The built-in gain and loss accounts tracked under IRC § 704(c) by each of the legacy offshore vehicles with respect to their portfolio assets carry over to the Consolidated Master Fund LP upon the contribution of such assets in Steps 2, 3, and 4 of the Reorganization. The Consolidated Master Fund LP may continue to apply the remedial allocation method described in Treasury Regulation § 1.704-3(d) to the contributed assets, consistent with the method previously employed by each legacy offshore vehicle, in order to account for the disparity between the fair market value and the adjusted tax basis of such assets as of the date of contribution.
Ruling 7 — No Withholding Under IRC § 1446. No withholding is required under IRC § 1446(a) with respect to the contributions of portfolio assets in Steps 2, 3, and 4 of the Reorganization or the distributions of Consolidated Master Fund LP interests in Step 5 of the Reorganization. The contributions in Steps 2 through 4 are nonrecognition transactions under IRC § 721(a) and do not give rise to effectively connected taxable income ("ECTI") allocable to non-U.S. partners. The distributions in Step 5 are nonrecognition transactions under IRC § 731(a) and do not constitute "amounts subject to withholding" within the meaning of Treasury Regulations §§ 1.1446-1 through 1.1446-6. Accordingly, no withholding obligation arises under IRC § 1446 in connection with any step of the Reorganization.
Ruling 8 — Entity Classification. Each of the Consolidated Master Fund LP, the International Feeder (Cayman) LP, and the Tax-Exempt Feeder (Cayman) LP is properly classified as a partnership for U.S. federal income tax purposes under Treasury Regulation § 301.7701-3, based on the entity classification elections to be filed on Form 8832 and the governing agreements of each entity, which provide for at least two members and do not provide for limited liability for all members.
V. Reference to Pre-Submission Conference
A pre-submission conference was held on Tuesday, July 22, 2025, at the offices of the Internal Revenue Service, 1111 Constitution Avenue NW, Washington, DC 20224, with representatives of the Office of the Associate Chief Counsel (International), CC:INTL, Branch 1.
Calderwood & Harkness LLP was represented at the pre-submission conference by the following individuals:
• Leonard Cross, Partner, Tax — Responsible Partner for this engagement
• Robert Jansen, Associate, Tax — Lead Associate for this engagement
The pre-submission conference addressed the scope and substance of the proposed ruling request, including a preliminary discussion of the factual background, the proposed transaction steps, and the specific rulings to be sought. We express our appreciation for the constructive guidance and feedback provided by the Service's representatives during the conference.
The enclosed private letter ruling request has been prepared to reflect and incorporate the guidance received during the pre-submission conference and to address each of the questions and areas of concern raised by the Service at that time. In particular, and without limitation, the following supplemental representations and expanded analyses were requested during the conference and have been incorporated into the final submission:
(a) An expanded analysis of the application of the "investment company" test under IRC § 721(b) and Treasury Regulation § 1.351-1(c)(1)(ii), including a detailed discussion of the nature of each of the twenty-three portfolio company interests and the reasons why such interests constitute operating company assets rather than investment-type assets within the meaning of the regulations;
(b) A supplemental representation regarding the absence of any plan or intention to dispose of, or transfer to a corporation, any of the contributed assets within a period of two years following the Reorganization, and the absence of any binding commitments or agreements to effect such a disposition or transfer;
(c) An expanded liability analysis under IRC § 752, including a detailed schedule (Exhibit E) setting forth the pre-reorganization and post-reorganization allocations of the aggregate $1.34 billion in liabilities, the application of the netting rule under Treasury Regulation § 1.752-1(f), and the treatment of liabilities in tiered partnership structures following the Reorganization; and
(d) A supplemental discussion of the entity classification analysis under Treasury Regulation § 301.7701-3 for the newly formed Cayman Islands entities (International Feeder and Tax-Exempt Feeder), including an analysis of the provisions of the governing agreements of such entities and the reasons why such entities are not classified as corporations under the per se rules of Treasury Regulation § 301.7701-2(b)(8).
We believe that the enclosed submission is fully responsive to the matters raised during the pre-submission conference and that no outstanding issues remain unaddressed.
VI. Schedule of Enclosed Documents
The following documents are enclosed with this transmittal letter as part of the complete ruling request submission package:
1. PLR Request — Execution Version. Signed private letter ruling request, including the complete statement of facts, a detailed legal analysis supporting each of the eight rulings requested, and all taxpayer representations required by Rev. Proc. 2025-1. The PLR request has been signed on behalf of Solara Digital Infrastructure GP LLC, the general partner of Solara Digital Infrastructure LP, by Viktor Raines, Managing Partner, pursuant to his authority under the limited partnership agreement and the operating agreement of the general partner.
2. Exhibit A — Organizational Charts (Pre-Reorganization). Diagrams depicting the current organizational structure of all six Solara fund vehicles (Fund IV LP, Fund IV-A (Cayman) LP, Fund IV-B (Luxembourg) SCSp, Fund V LP, Fund V-A (Cayman) LP, and Fund V-B (Luxembourg) SCSp), their respective general partners, the ownership and management relationships among them, and their portfolio company holdings.
3. Exhibit B — Organizational Charts (Post-Reorganization). Diagrams depicting the target post-reorganization organizational structure, including the Consolidated Master Fund LP, the International Feeder (Cayman) LP, the Tax-Exempt Feeder (Cayman) LP, the co-investing Delaware funds (Fund IV LP and Fund V LP), and their respective general partners and investor flows.
4. Exhibit C — Step Transaction Diagrams. Visual depictions of each of the five reorganization steps (Steps 1 through 5), including entity relationships, the direction and nature of asset flows and consideration exchanged at each step, and cross-references to the applicable provisions of the Internal Revenue Code and Treasury Regulations.
5. Exhibit D — Schedule of Contributing Entities and Assets. A tabular schedule setting forth each contributing entity, each portfolio company asset to be transferred, the fair market value and adjusted tax basis of each asset, the built-in gain attributable to each asset, and the percentage ownership interest held in each portfolio company. The schedule reflects aggregate totals of approximately $7.75 billion in fair market value, $6.03 billion in adjusted tax basis, and $1.72 billion in built-in gain.
6. Exhibit E — Schedule of Liabilities and § 752 Analysis. A detailed schedule of pre-reorganization and post-reorganization allocations of the aggregate $1.34 billion in liabilities, including a step-by-step analysis of deemed contributions and deemed distributions under IRC §§ 752(a) and 752(b), the application of the netting rule under Treasury Regulation § 1.752-1(f), and the treatment of liabilities in the tiered partnership structures resulting from the Reorganization.
7. IRS Form 2848 — Power of Attorney (Leonard Cross). IRS Form 2848 designating Leonard Cross, Calderwood & Harkness LLP, 1900 K Street NW, Suite 1100, Washington, DC 20006, as an authorized representative of Solara Digital Infrastructure LP (EIN: 82-4917366), Solara Digital Infrastructure GP LLC (EIN: 82-4917365), and all fund entities identified in Section II of this transmittal letter, with authority to represent such entities before the Internal Revenue Service in connection with this ruling request.
8. IRS Form 2848 — Power of Attorney (Sylvia Hartwell). IRS Form 2848 designating Sylvia Hartwell, Calderwood & Harkness LLP, 600 Lexington Avenue, 38th Floor, New York, NY 10022, as an authorized representative of all Solara entities identified in Section II of this transmittal letter, with authority to represent such entities before the Internal Revenue Service in connection with this ruling request.
9. Penalties of Perjury Declaration. Declaration signed by Viktor Raines, in his capacity as Managing Partner of Solara Digital Infrastructure GP LLC, the general partner of Solara Digital Infrastructure LP, declaring under penalties of perjury that the facts presented in the ruling request are true, correct, and complete to the best of the declarant's knowledge and belief.
10. IRS User Fee Wire Transfer Confirmation. Confirmation of the payment of the applicable user fee in the amount of $38,000, transmitted by wire transfer to the Internal Revenue Service, in accordance with the Schedule of User Fees set forth in Appendix A to Rev. Proc. 2025-1 (applicable to a ruling request involving multiple entities with combined assets exceeding $50 million).
VII. Authorized Representatives and Contact Information
All correspondence and communications from the Service regarding this ruling request should be directed to the following authorized representatives:
Leonard Cross Responsible Partner, Tax Calderwood & Harkness LLP 1900 K Street NW, Suite 1100 Washington, DC 20006 Telephone: (202) 555-7418 Facsimile: (202) 555-7401
Email: lcross@calderwoodharkness.com
Sylvia Hartwell Billing Partner, Tax Calderwood & Harkness LLP 600 Lexington Avenue, 38th Floor New York, NY 10022 Telephone: (212) 555-3290 Facsimile: (212) 555-3201
Email: shartwell@calderwoodharkness.com
IRS Forms 2848 designating both Leonard Cross and Sylvia Hartwell as authorized representatives of Solara Digital Infrastructure LP, Solara Digital Infrastructure GP LLC, and all related fund entities are enclosed with this submission as Enclosures 7 and 8, respectively.
The following additional members of the Calderwood & Harkness engagement team are available to respond to questions from the Service or to attend any conference that the Service may schedule in connection with this ruling request:
• Robert Jansen, Lead Associate, Tax — Calderwood & Harkness LLP, 1900 K Street NW, Suite 1100, Washington, DC 20006; Telephone: (202) 555-7432; Email: rjansen@calderwoodharkness.com
• Garrett Simmons, Working Associate, Tax — Calderwood & Harkness LLP, 600 Lexington Avenue, 38th Floor, New York, NY 10022; Telephone: (212) 555-3347; Email: gsimmons@calderwoodharkness.com
VIII. IRS User Fee Confirmation
We hereby confirm that the applicable user fee in the amount of $38,000 has been paid by wire transfer to the Internal Revenue Service in connection with this private letter ruling request. A copy of the wire transfer confirmation is enclosed as Enclosure 10 to this submission.
The user fee amount has been calculated in accordance with the Schedule of User Fees set forth in Appendix A to Revenue Procedure 2025-1. The $38,000 fee applies to a private letter ruling request involving multiple entities with combined assets exceeding $50 million, as is the case here given that the Reorganization involves six existing fund vehicles and four newly formed entities with aggregate assets under management of approximately $14.7 billion and aggregate transferred asset fair market value of approximately $7.75 billion.
IX. Request for Expedited Handling
Solara respectfully requests that the Service consider this private letter ruling request on an expedited basis to the extent practicable, in light of the time-sensitive nature of the proposed Reorganization.
The Reorganization is structured as a five-step transaction with target effective dates commencing on September 15, 2025 (Step 1 — Formation of New Entities) and concluding on December 1, 2025 (Step 5 — Dissolution of Legacy Offshore Vehicles and LP Migration). The transaction timeline has been established in coordination with Solara's investor base, its portfolio companies, and its lending counterparties, and delays in the receipt of a favorable ruling could necessitate the postponement of certain steps, resulting in significant administrative, operational, and economic consequences for Solara and its limited partners.
We note that the required limited partner consent for the Reorganization has already been obtained. At the meeting of the Limited Partner Advisory Committee ("LPAC") held on April 22, 2025, limited partners holding approximately 78% in interest across the affected fund vehicles voted to approve the Reorganization, subject to receipt of a favorable private letter ruling from the Service and the satisfaction of customary closing conditions. This level of approval exceeds the consent thresholds specified in the limited partnership agreements of each fund vehicle.
In addition, Solara is currently in the process of obtaining lender consents required under its existing subscription credit facilities, which are a precondition to certain of the asset transfers contemplated by the Reorganization. Specifically, Solara maintains:
(a) A $1.1 billion subscription credit facility for Fund IV (together with its parallel vehicles), provided by Ashford National Bank, N.A., as administrative agent and lead lender; and
(b) A $1.5 billion subscription credit facility for Fund V (together with its parallel vehicles), provided by Ashford National Bank, N.A., and Sentinel Capital Markets LLC, as co-lenders, with Sentinel Capital Markets LLC serving as administrative agent.
The lender consent process is underway and is expected to be completed in advance of the target effective date for Step 2 (October 1, 2025), contingent in part upon the receipt or expected receipt of a favorable ruling from the Service.
Solara acknowledges that the decision to grant expedited treatment of any ruling request is within the sole discretion of the Service and subject to the workload and priorities of the relevant branches. We are prepared to provide any additional information or supplemental materials that may facilitate the expedited review of this submission.
X. Closing
We are prepared to provide any additional information, documentation, supplemental representations, or clarification that the Service may require in connection with its consideration of this private letter ruling request. We are likewise available for a conference at the Service's offices or a telephone call at the Service's convenience to discuss any aspect of the submission.
We appreciate the Service's attention to this matter and look forward to working constructively with the assigned Branch attorneys throughout the review process.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
________________________________________
Leonard Cross Partner, Tax Calderwood & Harkness LLP 1900 K Street NW, Suite 1100 Washington, DC 20006 Telephone: (202) 555-7418
Email: lcross@calderwoodharkness.com
________________________________________
Sylvia Hartwell Partner, Tax Calderwood & Harkness LLP 600 Lexington Avenue, 38th Floor New York, NY 10022 Telephone: (212) 555-3290
Email: shartwell@calderwoodharkness.com
Enclosures (10): As described in the Schedule of Enclosed Documents set forth in Section VI of this transmittal letter.
cc:
Viktor Raines, Managing Partner, Solara Digital Infrastructure LP Priya Narasimhan, General Counsel, Solara Digital Infrastructure LP Stefan Dalmqvist, Head of Tax, Solara Digital Infrastructure LP Douglas Wexford, Chief Financial Officer, Solara Digital Infrastructure LP

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

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