1041-00005 · Client 1041 · IRS Procedural

pre-submission-conference-request-letter.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP Attorneys at Law

1900 K Street NW, Suite 1100 Washington, DC 20006

Telephone: (202) 448-7200 Facsimile: (202) 448-7201 www.calderwoodharkness.com

June 30, 2025

Office of the Associate Chief Counsel (International) Branch 1, CC:INTL Internal Revenue Service 1111 Constitution Avenue NW Washington, DC 20224

Re: Request for Pre-Submission Conference — Proposed Private Letter Ruling Request on Behalf of Solara Digital Infrastructure LP (EIN: 82-4917366) and Related Entities — Cross-Border Fund-Platform Reorganization

Dear Sir or Madam:

I. Introduction and Purpose of Letter

Calderwood & Harkness LLP serves as U.S. tax counsel to Solara Digital Infrastructure LP ("Solara" or "SDILP"), a Delaware limited partnership (EIN: 82-4917366), headquartered at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801. Solara is a private equity sponsor with approximately $14.7 billion in assets under management (as of March 31, 2025) across digital infrastructure — including data centers, fiber-optic networks, and edge computing facilities — and enterprise software-as-a-service ("SaaS") verticals. Since its founding in 2014, Solara has established itself as one of the leading mid-market and growth-equity investors focused on mission-critical digital infrastructure assets across North America, Western Europe, and select Asia-Pacific markets.

On behalf of Solara, Calderwood & Harkness LLP respectfully requests a pre-submission conference pursuant to section 10.07 of Revenue Procedure 2025-1, 2025-1 I.R.B. 1 (or such other applicable current revenue procedure), to discuss a proposed private letter ruling ("PLR") request before its formal submission to the Internal Revenue Service (the "Service"). The purpose of the pre-submission conference is to present an overview of a proposed multi-step cross-border reorganization of Solara's fund platform, to identify and discuss the specific federal income tax rulings that Solara intends to request, and to receive preliminary guidance from the Service regarding the form, substance, and completeness of the contemplated ruling request. Calderwood & Harkness believes that a pre-submission conference will materially improve the quality and efficiency of the formal PLR submission process by ensuring that the ruling request addresses the Service's questions and concerns at the outset.

We propose that the pre-submission conference take place on July 22, 2025, or such other date as may be convenient to the Service. We respectfully request that the conference be held at the offices of the Internal Revenue Service, 1111 Constitution Avenue NW, Washington, DC 20224. If the Service prefers, we are equally prepared to conduct the conference by telephone or secure videoconference.

The following individuals will attend the pre-submission conference on behalf of the taxpayer:

• Leonard Cross, Responsible Partner, Tax — Calderwood & Harkness LLP, Washington, D.C. office

• Sylvia Hartwell, Billing Partner, Tax — Calderwood & Harkness LLP, New York office

• Robert Jansen, Lead Associate, Tax — Calderwood & Harkness LLP, Washington, D.C. office

We note that Powers of Attorney on IRS Form 2848, designating Leonard Cross and Sylvia Hartwell as authorized representatives for Solara Digital Infrastructure LP and all related entities identified in Section II below, will accompany the formal PLR submission. If the Service requires copies of the executed Forms 2848 in advance of the pre-submission conference, we will promptly provide them upon request.

II. Identification of Taxpayer and Related Entities

The primary taxpayer on whose behalf this pre-submission conference request is made is Solara Digital Infrastructure LP, EIN 82-4917366, a Delaware limited partnership formed on March 17, 2014, pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101 et seq. Solara serves as the management company and sponsor entity for the fund platform described below.

The general partner of Solara Digital Infrastructure LP is Solara Digital Infrastructure GP LLC, EIN 82-4917365, a Delaware limited liability company. Solara Digital Infrastructure GP LLC is managed by Viktor Raines, who serves as Managing Partner and Founder of the Solara platform. Mr. Raines has ultimate management authority over the general partner and, through it, over the operations and investment activities of Solara and its affiliated fund vehicles.

The proposed reorganization involves a total of six existing fund vehicles across three jurisdictions (Delaware, the Cayman Islands, and Luxembourg), as well as four newly formed entities that will constitute the post-reorganization structure. Each is identified in detail below.

A. Existing Fund Vehicles Subject to the Proposed Reorganization

The following six fund vehicles currently comprise the operative investment platform and are the subjects of the proposed reorganization:

1. Solara Digital Partners Fund IV LP

• Jurisdiction of formation: Delaware (limited partnership)

• EIN: 85-2103748

• Fund size (total commitments): $4.2 billion

• Vintage year: 2021

• Deployment status: Approximately 72% deployed as of March 31, 2025

• This is the primary U.S. domestic vehicle for Fund IV and holds portfolio investments on behalf of U.S. taxable investors.

2. Solara Digital Partners Fund IV-A (Cayman) LP

• Jurisdiction of formation: Cayman Islands (exempted limited partnership)

• U.S. EIN: 98-6241503

• Fund size (total commitments): $1.85 billion

• CIMA registration number: MF-72491

• Registered office: Harborstone Corporate Services Ltd., P.O. Box 2714, 94 Solaris Avenue, George Town, Grand Cayman KY1-1111, Cayman Islands

• General partner: Solara Offshore GP Ltd., a Cayman Islands exempted company

• This vehicle serves as the offshore parallel fund for Fund IV, holding investments on behalf of non-U.S. limited partners and certain U.S. tax-exempt investors.

3. Solara Digital Partners Fund IV-B (Luxembourg) SCSp

• Jurisdiction of formation: Grand Duchy of Luxembourg (société en commandite spéciale, or special limited partnership)

• U.S. EIN: 98-6241571

• Fund size (total commitments): €1.15 billion (approximately $1.24 billion at an exchange rate of 1.08 EUR/USD)

• Luxembourg Registre de Commerce et des Sociétés ("RCS") number: B 248193

• Registered office: 14, rue Jean-Pierre Brasseur, L-1258 Luxembourg, Grand Duchy of Luxembourg

• General partner: Solara Luxembourg Management S.à r.l., a Luxembourg private limited liability company, RCS number B 248194

• This vehicle serves as the European parallel fund for Fund IV, accommodating investors with a preference for Luxembourg-domiciled structures and certain European institutional investors subject to local regulatory requirements.

4. Solara Digital Partners Fund V LP

• Jurisdiction of formation: Delaware (limited partnership)

• EIN: 88-3467219

• Fund size (total commitments): $5.6 billion

• Vintage year: 2023

• Deployment status: Approximately 38% deployed as of March 31, 2025

• This is the primary U.S. domestic vehicle for Fund V and holds portfolio investments on behalf of U.S. taxable investors.

5. Solara Digital Partners Fund V-A (Cayman) LP

• Jurisdiction of formation: Cayman Islands (exempted limited partnership)

• U.S. EIN: 98-7891234

• Fund size (total commitments): $2.45 billion

• CIMA registration number: MF-89103

• This vehicle serves as the offshore parallel fund for Fund V, performing the same function as Fund IV-A (Cayman) LP with respect to Fund V's non-U.S. and U.S. tax-exempt investor base.

6. Solara Digital Partners Fund V-B (Luxembourg) SCSp

• Jurisdiction of formation: Grand Duchy of Luxembourg (société en commandite spéciale)

• U.S. EIN: 98-7891267

• Fund size (total commitments): €1.38 billion (approximately $1.49 billion at an exchange rate of 1.08 EUR/USD)

• Luxembourg RCS number: B 271056

• This vehicle serves as the European parallel fund for Fund V, accommodating European institutional investors and those with a preference for Luxembourg-domiciled structures.

B. Newly Formed Entities (Post-Reorganization)

As part of the proposed reorganization, the following four new entities will be formed:

1. Solara Consolidated Master Fund GP LLC

• Jurisdiction of formation: Delaware (limited liability company; to be formed)

• This entity will serve as the general partner of the Consolidated Master Fund LP described immediately below.

2. Solara Consolidated Master Fund LP

• Jurisdiction of formation: Delaware (limited partnership; to be formed)

• This entity will serve as the master fund vehicle consolidating the portfolio assets previously held by the four offshore parallel vehicles (Fund IV-A Cayman, Fund IV-B Luxembourg, Fund V-A Cayman, and Fund V-B Luxembourg).

3. Solara International Feeder (Cayman) LP

• Jurisdiction of formation: Cayman Islands (exempted limited partnership; to be formed)

• This entity will serve as the feeder vehicle for non-U.S. investors, investing through the Consolidated Master Fund LP.

4. Solara Tax-Exempt Feeder (Cayman) LP

• Jurisdiction of formation: Cayman Islands (exempted limited partnership; to be formed)

• This entity will serve as the feeder vehicle for U.S. tax-exempt investors, including pension funds, university endowments, and charitable foundations, to mitigate unrelated business taxable income ("UBTI") concerns under IRC §§ 511–514.

All four newly formed entities will file entity classification elections on IRS Form 8832, electing to be classified as partnerships for U.S. federal income tax purposes under Treasury Regulations § 301.7701-3. None of these entities will elect or be classified as a corporation or association taxable as a corporation for U.S. federal income tax purposes.

III. Summary of the Proposed Transaction

A. Background and Business Rationale

Solara currently operates its investment platform through six parallel fund vehicles across three jurisdictions — Delaware, the Cayman Islands, and Luxembourg — in order to accommodate the distinct tax, regulatory, and operational requirements of its diversified limited partner base, which includes U.S. taxable investors (high-net-worth individuals, family offices, and U.S. corporate investors), U.S. tax-exempt investors (public and private pension plans, university endowments, and charitable foundations), and non-U.S. investors (sovereign wealth funds, foreign pension systems, European insurance companies, and Asian institutional investors).

The proposed reorganization is motivated by several converging factors:

(i) Operational Cost Reduction. The maintenance of four offshore parallel fund vehicles across two foreign jurisdictions generates approximately $3.8 million annually in duplicative administration, audit, regulatory, and legal compliance costs. These costs include separate annual audits for each Cayman and Luxembourg entity, duplicative CIMA and CSSF regulatory filings, redundant fund administrator fees, and the cost of maintaining separate registered offices, local directors, and offshore management entities. The consolidation into a single master fund structure with two feeders is expected to reduce these costs by approximately 60–65%.

(ii) OECD Pillar Two GloBE Rules. The OECD/G20 Inclusive Framework's Pillar Two Global Anti-Base Erosion ("GloBE") rules are effective for Solara's Luxembourg entities beginning with fiscal year 2025 under the Grand Duchy's implementing legislation. The introduction of a 15% global minimum tax, together with the qualified domestic minimum top-up tax ("QDMTT") adopted by Luxembourg, materially diminishes the tax efficiency benefits historically associated with the Luxembourg SCSp fund structures. The reorganization will simplify Solara's compliance posture under the GloBE rules while preserving the partnership classification of the consolidated vehicle.

(iii) Simplified FATCA and CRS Compliance. The consolidation from four offshore vehicles to two feeders and one master fund will substantially reduce the reporting burden under the Foreign Account Tax Compliance Act ("FATCA"), the Common Reporting Standard ("CRS"), and the various intergovernmental agreements to which the Cayman Islands and Luxembourg are parties. Fewer reporting entities will reduce the risk of duplicative or inconsistent reporting across jurisdictions.

(iv) LP-Requested Governance Simplification. A significant number of Solara's limited partners have expressed a preference for a simplified fund structure that reduces the number of separate vehicles, governing documents, capital call and distribution notices, and financial statements. The LP Advisory Committee for Fund IV and Fund V provided preliminary consent to the proposed reorganization at a meeting held on April 22, 2025, with approval from limited partners representing approximately 78% in committed capital interest.

B. Description of the Five-Step Reorganization

The proposed reorganization will be implemented in five sequential steps, with target effective dates spanning the fourth quarter of 2025. The final step is targeted for December 1, 2025. Each step is described in detail below.

Step 1 — Formation of New Entities (Target Effective Date: September 15, 2025)

In Step 1, Solara will form the four new entities described in Section II.B above:

• Solara Consolidated Master Fund GP LLC will be formed as a Delaware limited liability company.

• Solara Consolidated Master Fund LP will be formed as a Delaware limited partnership, with Solara Consolidated Master Fund GP LLC serving as its sole general partner.

• Solara International Feeder (Cayman) LP will be formed as a Cayman Islands exempted limited partnership.

• Solara Tax-Exempt Feeder (Cayman) LP will be formed as a Cayman Islands exempted limited partnership.

Contemporaneously with or promptly following their formation, each of the four new entities will file IRS Form 8832 to elect classification as a partnership for U.S. federal income tax purposes, effective as of the date of formation, pursuant to Treasury Regulations § 301.7701-3.

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 to Solara Consolidated Master Fund LP in exchange for a limited partnership interest in the Consolidated Master Fund LP. The aggregate fair market value of the contributed assets is approximately $2.31 billion. The aggregate adjusted tax basis of the contributed assets is approximately $1.62 billion. Accordingly, the contributed assets carry aggregate built-in gain of approximately $690 million. It is intended that this contribution will be treated as a tax-free contribution to a partnership under IRC § 721(a), with no gain or loss recognized by Fund IV-A (Cayman) LP or any of its partners.

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 Solara Consolidated Master Fund LP in exchange for a limited partnership interest in the Consolidated Master Fund LP. The aggregate fair market value of the contributed assets is approximately $1.16 billion (converted from euros at the applicable exchange rate). The aggregate adjusted tax basis of the contributed assets is approximately $844.6 million. Accordingly, the contributed assets carry aggregate built-in gain of approximately $311 million. It is intended that this contribution will also be treated as a tax-free contribution under IRC § 721(a).

Because Step 3 involves a transfer of assets by a foreign partnership (the Luxembourg SCSp, which is classified as a partnership for U.S. federal income tax purposes) to a domestic partnership (the Consolidated Master Fund LP), an analysis of the inapplicability of IRC § 367 will be required. We address this issue in detail in Sections IV and V below.

Step 4 — Contribution of Fund V Offshore Assets (Target Effective Date: November 1, 2025)

In Step 4, Solara Digital Partners Fund V-A (Cayman) LP will contribute all of its portfolio assets to Solara Consolidated Master Fund LP in exchange for a limited partnership interest. The aggregate fair market value of the contributed assets is approximately $2.89 billion. The aggregate adjusted tax basis is approximately $2.34 billion. Accordingly, the contributed assets carry aggregate built-in gain of approximately $550 million.

Concurrently, Solara Digital Partners Fund V-B (Luxembourg) SCSp will contribute all of its portfolio assets to Solara Consolidated Master Fund LP in exchange for a limited partnership interest. The aggregate fair market value of the contributed assets is approximately $1.39 billion (converted from euros at the applicable exchange rate). The aggregate adjusted tax basis is approximately $1.23 billion. Accordingly, the contributed assets carry aggregate built-in gain of approximately $162 million.

The contributions in Step 4 are intended to receive the same tax-free treatment under IRC § 721(a) as the contributions in Steps 2 and 3. The same § 367 inapplicability analysis applies to the contribution by the Fund V-B Luxembourg SCSp.

Step 5 — Dissolution of Legacy Offshore Vehicles and LP Migration (Target Effective Date: December 1, 2025)

In Step 5, 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 dissolve and distribute their respective partnership interests in the Consolidated Master Fund LP to their existing limited partners.

Following such distributions:

• Non-U.S. limited partners will contribute their distributed Consolidated Master Fund LP interests to Solara International Feeder (Cayman) LP, thereby becoming limited partners in the International Feeder, which will in turn hold interests in the Consolidated Master Fund LP.

• U.S. tax-exempt limited partners will contribute their distributed Consolidated Master Fund LP interests to Solara Tax-Exempt Feeder (Cayman) LP, thereby becoming limited partners in the Tax-Exempt Feeder, which will in turn hold interests in the Consolidated Master Fund LP.

• U.S. taxable investors will remain directly in Solara Digital Partners Fund IV LP and Solara Digital Partners Fund V LP, respectively, which will co-invest alongside the Consolidated Master Fund LP on a pari passu basis. U.S. taxable investors will not receive interests in the Consolidated Master Fund LP or in either feeder.

The distributions by the legacy offshore vehicles of their Consolidated Master Fund LP interests are intended to be treated as tax-free distributions under IRC § 731(a), with no gain or loss recognized by the distributing partnerships or their partners (subject to the § 752 liability-shifting analysis described below).

C. Aggregate Financial Summary

The following table summarizes the aggregate financial dimensions of the proposed reorganization:

Representative portfolio companies held across the fund vehicles include, among others, the following:

A comprehensive schedule of all 23 portfolio companies, including entity type, jurisdiction, fair market value, adjusted tax basis, built-in gain or loss, and holding period, will be included as Exhibit C to the formal PLR submission.

IV. Specific Rulings to Be Requested

The formal PLR submission will request the following eight specific rulings from the Service. Each ruling is briefly described below; the formal submission will include a detailed legal analysis supporting each requested ruling.

Ruling 1 — IRC § 721(a): Tax-Free Contribution Treatment. The contributions of portfolio assets by the legacy offshore vehicles (Fund IV-A Cayman, Fund IV-B Luxembourg, Fund V-A Cayman, and Fund V-B Luxembourg) to Solara Consolidated Master Fund LP in Steps 2, 3, and 4 each constitute tax-free contributions to a partnership under IRC § 721(a). No gain or loss is recognized by the contributing partnerships or by any of their direct or indirect partners as a result of such contributions.

Ruling 2 — IRC § 721(b): Investment Company Exception Inapplicable. Solara Consolidated Master Fund LP does not constitute an "investment company" within the meaning of IRC § 721(b) and Treasury Regulations § 1.351-1(c)(1)(ii) (as applied by cross-reference for purposes of § 721(b)). The portfolio of the Consolidated Master Fund LP consists of operating company interests — specifically, equity interests in digital infrastructure businesses (data centers, fiber-optic networks, edge computing facilities) and enterprise SaaS companies — rather than stocks, securities, or other investment assets of the type described in IRC § 351(e)(1). Accordingly, § 721(b) does not override the nonrecognition treatment otherwise available under § 721(a).

Ruling 3 — IRC § 367: Inapplicability to Partnership-to-Partnership Transfers. IRC § 367(a) and § 367(b) do not apply to the contributions described in Steps 2 through 4 of the reorganization. By their express terms, §§ 367(a) and 367(b) apply to transfers of property to or from foreign corporations and to exchanges described in sections 332, 351, 354, 355, 356, and 361, each of which involves corporations. The Consolidated Master Fund LP is classified as a partnership for U.S. federal income tax purposes, and none of the contributing or receiving entities is a corporation. Accordingly, § 367 has no application to the proposed contributions.

Ruling 4 — IRC § 731(a): Tax-Free Distribution Treatment. The distributions by the legacy offshore vehicles of their partnership interests in the Consolidated Master Fund LP to their respective limited partners in Step 5 constitute tax-free distributions under IRC § 731(a). No gain or loss is recognized by the distributing partnerships or by any of their partners as a result of such distributions, except to the extent (if any) that money distributed exceeds the adjusted basis of the distributee partner's interest in the distributing partnership, which is not expected to occur.

Ruling 5 — IRC § 731(c): Marketable Securities Exception Inapplicable. IRC § 731(c), which requires recognition of gain on the distribution of "marketable securities" by a partnership, does not apply to the Step 5 distributions. The distributed interests in Solara Consolidated Master Fund LP are not "marketable securities" as defined in IRC § 731(c)(2), because such interests are not traded on an established securities market, are not readily tradable on a secondary market or the substantial equivalent thereof, and do not otherwise satisfy the definition of "marketable securities" under that provision.

Ruling 6 — IRC § 752: Liability Shifting Analysis. The shifts in partner-level shares of the $1.34 billion in aggregate liabilities resulting from the reorganization — including deemed contributions under IRC § 752(a) and deemed distributions under IRC § 752(b) arising from changes in each partner's share of partnership liabilities — do not result in gain recognition under IRC § 731(a), after application of the netting rules under Treasury Regulations § 1.752-1(f) and the tiered partnership rules applicable to the feeder/master structure. The netting of deemed contributions against deemed distributions occurring as part of the same transaction results in no net deemed distribution in excess of any partner's adjusted basis in its partnership interest.

Ruling 7 — IRC § 704(c): Built-In Gain Carryover and Remedial Method. The built-in gain and loss accounts tracked under IRC § 704(c) by the legacy offshore vehicles with respect to contributed property carry over to Solara Consolidated Master Fund LP upon the contributions in Steps 2 through 4. The Consolidated Master Fund LP may continue to use the remedial allocation method under Treasury Regulations § 1.704-3(d) for each contributed property, consistent with the method previously used by the contributing legacy vehicles.

Ruling 8 — IRC § 1446 and Entity Classification. No withholding under IRC § 1446(a) is required on the Steps 2 through 4 contributions or the Step 5 distributions, because the contributions are nonrecognition transactions that do not give rise to effectively connected taxable income allocable to foreign partners, and the distributions are not "amounts subject to withholding" for purposes of § 1446. Additionally, the Consolidated Master Fund LP, the International Feeder (Cayman) LP, and the Tax-Exempt Feeder (Cayman) LP are each properly classified as partnerships for U.S. federal income tax purposes under Treasury Regulations § 301.7701-3 by reason of their respective Form 8832 elections.

V. Key Issues for Discussion at the Pre-Submission Conference

The following issues represent the areas where Calderwood & Harkness believes guidance from the Service during the pre-submission conference would be most productive in refining and strengthening the formal PLR submission. We have organized these issues by Code section and have endeavored to frame specific questions that will facilitate a focused and efficient discussion.

A. IRC § 721(a) — Tax-Free Contribution Treatment for Multi-Step Partnership-to-Partnership Transfers

The central question under § 721(a) is whether the Service views the sequential contributions by four separate foreign partnership vehicles into a single newly formed domestic partnership — each occurring on a separate target date over a period of approximately two months — as qualifying for nonrecognition under § 721(a) in each instance.

Calderwood & Harkness intends to take the position that each contribution independently satisfies the requirements of § 721(a), which provides broadly that no gain or loss shall be recognized to a partnership or to any of its partners in the case of a contribution of property to the partnership in exchange for an interest in the partnership. Because the Consolidated Master Fund LP will be a partnership at all relevant times, and because each contributing vehicle will receive a partnership interest in exchange for its contributed assets, each step should qualify on its own terms.

However, we recognize that the integrated nature of the five-step reorganization raises the question of whether the step transaction doctrine could be applied to recharacterize the individual contributions as components of a single transaction that does not qualify under § 721(a), or that qualifies under a different characterization. We wish to understand whether the Service has any concerns regarding the interaction of § 721(a) with the step transaction doctrine in this context.

In connection with the § 721(a) analysis, the formal PLR submission will address carryover basis under IRC § 723 (i.e., the Consolidated Master Fund LP will take a carryover basis in each contributed asset equal to the contributing partnership's adjusted basis in the asset at the time of contribution) and holding period tacking under IRC § 1223(2) (i.e., the Consolidated Master Fund LP's holding period for each contributed asset will include the period during which the contributing partnership held the asset). We will include detailed asset-by-asset schedules supporting these positions.

Finally, we would welcome the Service's views on whether any specific factual representations regarding the independence of each step — for example, the absence of binding commitments between steps, the presence of meaningful interim periods, or the satisfaction of independent business purposes for each step — would be useful to include in the formal ruling request.

B. IRC § 367 — Inapplicability to Foreign-Partnership-to-Domestic-Partnership Contributions

The central legal question regarding IRC § 367 is whether §§ 367(a) and 367(b), which by their express terms apply to transfers to or from corporations, can be applied by analogy, by regulatory gap-filling, or through anti-abuse authority to a contribution of assets by a foreign partnership (the Cayman and Luxembourg vehicles) to a domestic partnership (the Consolidated Master Fund LP).

Calderwood & Harkness's position is that § 367 is inapplicable to the proposed contributions. The statutory text of § 367(a)(1) provides that a foreign corporation shall not be considered as a corporation for purposes of determining the extent to which gain shall be recognized on certain enumerated transfers. Section 367(b) addresses exchanges where the status of a foreign corporation is relevant. Both provisions are expressly limited to corporations. The Consolidated Master Fund LP is and will be classified as a partnership for U.S. federal income tax purposes, and none of the contributing entities is a corporation.

We are not aware of any published guidance, regulation, or judicial decision that extends § 367 to transfers between partnerships. Nevertheless, we wish to understand whether the Service has any concerns about the potential application of § 367 by analogy or otherwise in the context of a transfer by a foreign partnership to a domestic partnership, particularly where the contributing foreign partnerships have foreign partners who would be subject to § 367 if the transaction involved corporations. We also wish to understand whether the Service views any anti-abuse authority — for example, under the economic substance doctrine or under Treasury Regulations § 1.701-2 (the partnership anti-abuse rule) — as potentially relevant to this analysis.

We believe the legislative history of § 367 supports our position. The provision was enacted to prevent the removal of assets from U.S. taxing jurisdiction through transfers to foreign corporations, and later amended to address the importation of assets with built-in losses. Neither concern is present here: the proposed contributions move assets into a domestic partnership, increasing — not decreasing — the assets' nexus to the U.S. taxing jurisdiction. We will address this legislative history in detail in the formal PLR submission.

C. IRC § 731(c) — Marketable Securities Exception

The question under § 731(c) is whether the Consolidated Master Fund LP interests distributed by the legacy offshore vehicles in Step 5 could be viewed as "marketable securities" within the meaning of IRC § 731(c)(2). If § 731(c) were to apply, the distribution of such interests would be treated as a distribution of money to the extent of the fair market value of the interests, potentially triggering gain recognition under § 731(a)(1).

Calderwood & Harkness's position is that interests in a newly formed, privately held Delaware limited partnership — with no public trading market, no listing on any securities exchange, no registration under the Securities Act of 1933, and no readily tradable secondary market or the substantial equivalent thereof — cannot constitute "marketable securities" as defined in § 731(c)(2). The statutory definition of "marketable securities" is limited to financial instruments that are "actively traded" within the meaning of IRC § 1092(d)(1), and interests in a private limited partnership do not meet this standard.

We further note that even if the distributed interests were somehow characterized as marketable securities (which we believe they are not), the exceptions under IRC § 731(c)(3) would likely apply — in particular, the exception for securities distributed to a partner who contributed such securities to the partnership (or distributed to a successor in interest of such a partner). We will analyze each applicable exception in the formal PLR submission.

We would welcome the Service's guidance on whether additional factual representations regarding the non-tradability of the Consolidated Master Fund LP interests — such as representations concerning transfer restrictions in the partnership agreement, the absence of any secondary trading platform, and the absence of any plan or intention to register or list the interests — would strengthen the analysis.

D. IRC § 752 — Liability Shifting Analysis

The proposed reorganization will result in the Consolidated Master Fund LP assuming or taking subject to approximately $1.34 billion in aggregate liabilities currently held at the level of the four legacy offshore vehicles. The assumption of these liabilities, combined with the dissolution of the legacy vehicles and the re-tiering of limited partners through the feeder/master structure, will cause shifts in each partner's share of partnership liabilities under IRC § 752.

Under § 752(a), any increase in a partner's share of partnership liabilities (or any increase in a partner's individual liabilities by reason of the assumption of partnership liabilities) is treated as a contribution of money by the partner to the partnership. Under § 752(b), any decrease in a partner's share of partnership liabilities (or any decrease in a partner's individual liabilities by reason of the partnership's assumption of such liabilities) is treated as a distribution of money by the partnership to the partner. A deemed distribution under § 752(b) could trigger gain recognition under § 731(a)(1) if the amount of the deemed distribution exceeds the partner's adjusted basis in its partnership interest.

Calderwood & Harkness intends to take the position that, after application of the netting rules under Treasury Regulations § 1.752-1(f) — which provide that increases and decreases in a partner's share of liabilities occurring as part of the same transaction are netted against each other — no partner will experience a net deemed distribution in excess of its adjusted basis. The formal PLR submission will include detailed partner-by-partner liability allocation schedules (to be included as Exhibit E) demonstrating this conclusion.

However, we recognize that the analysis is complicated by the tiered partnership structure that will result from the reorganization. The feeder/master structure creates indirect partners whose shares of liabilities must be determined under the tiered partnership rules, and the interaction of these rules with the netting provision of Treas. Reg. § 1.752-1(f) requires careful analysis. We wish to discuss with the Service whether there are particular aspects of the § 752 analysis — including the allocation methodology for recourse and nonrecourse liabilities, the treatment of entity-level obligations of the dissolving Cayman and Luxembourg vehicles, and the computation of net deemed distributions at the indirect partner level — that would benefit from additional factual representations or alternative analytical approaches.

We would also welcome the Service's view on whether the liability allocation schedules should present the analysis on a fund-by-fund and step-by-step basis, or whether a consolidated presentation of the net effect across all steps would be acceptable.

E. Additional Issues for Service Input

In addition to the four principal issues described above, Calderwood & Harkness wishes to raise the following ancillary issues for preliminary discussion:

IRC § 704(c) Built-In Gain Carryover. The proposed contributions will result in the Consolidated Master Fund LP receiving assets with an aggregate of $1.72 billion in built-in gain, which must be tracked under IRC § 704(c). Each of the legacy offshore vehicles currently uses the remedial allocation method under Treasury Regulations § 1.704-3(d) for its contributed property. We intend to take the position that the § 704(c) built-in gain and loss accounts carry over to the Consolidated Master Fund LP and that the remedial method continues to apply. We wish to understand whether the Service has any reservations about this carryover or the continuation of the remedial method, particularly in the context of a partnership-to-partnership contribution where the contributing and receiving partnerships have different partner compositions.

IRC § 1446 Withholding. We intend to take the position that the contributions in Steps 2 through 4 and the distributions in Step 5 are nonrecognition transactions that do not generate "effectively connected taxable income" allocable to foreign partners, and therefore do not give rise to withholding obligations under IRC § 1446(a). We wish to understand whether the Service concurs with this position, and whether there are any implications for specific categories of non-U.S. investors — including sovereign wealth funds and foreign insurance companies — that we should address in the formal PLR request.

FIRPTA / IRC § 897. We note that the formal PLR request may include a request for a ruling on whether certain data center and fiber-optic network interests held by the fund vehicles constitute "United States real property interests" ("USRPIs") within the meaning of IRC § 897(c). If the Service believes this issue falls outside the scope of the proposed ruling request or should be addressed in a separate submission, we would appreciate that guidance at the pre-submission conference.

Entity Classification. The formal PLR request will include a ruling that the three newly formed entities (Consolidated Master Fund LP, International Feeder, and Tax-Exempt Feeder) are each properly classified as partnerships under Treasury Regulations § 301.7701-3 by reason of their Form 8832 elections. If the Service considers this to be a routine matter that does not require a specific ruling — or prefers that it be excluded from the ruling request to streamline the analysis — we would welcome that guidance.

VI. Proposed Agenda for the Pre-Submission Conference

Calderwood & Harkness respectfully proposes the following agenda for the pre-submission conference, with approximate time allocations for each topic:

Total estimated conference duration: approximately 2 hours.

We are, of course, flexible on the order and timing of topics and will defer to the Service's preferences regarding the agenda.

VII. Jurisdictional Note

Based on the nature of the proposed transaction and the rulings to be requested, Calderwood & Harkness believes that the PLR request will fall within the primary jurisdiction of the Office of the Associate Chief Counsel (International) ("CC:INTL"), given the cross-border partnership contributions, the involvement of foreign partnerships organized under the laws of the Cayman Islands and Luxembourg, and the IRC § 367 inapplicability analysis that is central to the ruling request.

At the same time, the request involves substantial issues under Subchapter K of the Internal Revenue Code — specifically under IRC §§ 721, 731, 752, and 704(c) — that fall within the jurisdiction of the Office of the Associate Chief Counsel (Passthroughs & Special Industries) ("CC:PSI").

Calderwood & Harkness respectfully requests that, if the Service deems it appropriate, representatives from both CC:INTL and CC:PSI attend the pre-submission conference to facilitate coordination on the ruling request and to ensure that the formal submission addresses the concerns of both offices. We recognize that the Service will make jurisdictional determinations in its sole discretion, and we are prepared to work with whichever office or offices the Service designates.

VIII. Anticipated Timeline for PLR Submission

The target date for the formal PLR submission is August 15, 2025. This timeline is designed to allow Calderwood & Harkness to incorporate any feedback and guidance received during the pre-submission conference into the formal ruling request, while still providing sufficient time for the Service to process the request in advance of the target effective dates for the reorganization (beginning September 15, 2025, for Step 1, and concluding December 1, 2025, for Step 5).

The formal submission will be accompanied by the applicable IRS user fee in the amount of $38,000, as set forth in Revenue Procedure 2025-1, Schedule of User Fees, Appendix A, for ruling requests involving multiple entities with combined assets exceeding $50 million.

The formal PLR submission will include the following materials:

(a) The complete ruling request letter, setting forth all factual representations, legal analysis, and requested rulings;

(b) Exhibit A — Pre-reorganization organizational chart depicting all existing fund vehicles and their ownership structures;

(d) Exhibit C — Schedule of contributing entities and contributed assets, including entity type, jurisdiction, fair market value, adjusted tax basis, built-in gain or loss, and holding period for each portfolio company interest;

(e) Exhibit D — Step transaction diagrams illustrating each of the five steps of the reorganization;

(f) Exhibit E — Schedule of liabilities and IRC § 752 analysis, including partner-by-partner liability allocation schedules demonstrating the application of the netting rules under Treas. Reg. § 1.752-1(f);

(g) Executed IRS Forms 2848 (Powers of Attorney and Declaration of Representative) designating Leonard Cross and Sylvia Hartwell as authorized representatives for Solara Digital Infrastructure LP and all related entities; and

(h) A penalties of perjury 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.

IX. Request for Confirmation

Calderwood & Harkness respectfully requests that the Service confirm the date of July 22, 2025, for the pre-submission conference, or propose an alternative date at the Service's convenience. We are available on any business day during the weeks of July 21, 2025, and July 28, 2025, and will accommodate the Service's scheduling preferences.

For scheduling purposes, please direct all communications to:

Leonard Cross Partner, Tax Calderwood & Harkness LLP 1900 K Street NW, Suite 1100 Washington, DC 20006 Telephone: (202) 448-7215

Email: lcross@calderwoodharkness.com

In the event Mr. Cross is unavailable, scheduling communications may also be directed to:

Robert Jansen Lead Associate, Tax Calderwood & Harkness LLP 1900 K Street NW, Suite 1100 Washington, DC 20006 Telephone: (202) 448-7238

Email: rjansen@calderwoodharkness.com

X. Closing

We appreciate the Service's consideration of this request and look forward to a productive discussion at the pre-submission conference. We are confident that an advance dialogue regarding the proposed reorganization and the contemplated rulings will facilitate an efficient and thorough review of the formal PLR submission. Should the Service require any additional information prior to the conference, we are prepared to provide it promptly.

Respectfully submitted,

CALDERWOOD & HARKNESS LLP

By: ________

Leonard Cross Partner, Tax Calderwood & Harkness LLP 1900 K Street NW, Suite 1100 Washington, DC 20006 Telephone: (202) 448-7215

Email: lcross@calderwoodharkness.com

cc: (by email and first-class mail)

Sylvia Hartwell, 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

Viktor Raines, Managing Partner — Solara Digital Infrastructure LP, 1200 Market Street, Suite 3400, Wilmington, DE 19801

Priya Narasimhan, General Counsel — Solara Digital Infrastructure LP, 1200 Market Street, Suite 3400, Wilmington, DE 19801

Stefan Dalmqvist, Head of Tax — Solara Digital Infrastructure LP, 1200 Market Street, Suite 3400, Wilmington, DE 19801

Enclosures: None. Substantive materials, including organizational charts, step transaction diagrams, asset and liability schedules, Forms 2848, and the penalties of perjury declaration, will be provided with the formal PLR submission. Any or all such materials are available upon request in advance of the pre-submission conference.

CONFIDENTIALITY NOTICE: This letter and any attachments hereto are intended exclusively for the use of the addressee(s) named above and may contain information that is privileged, confidential, or otherwise protected from disclosure under applicable law, including the attorney-client privilege and the tax practitioner-client privilege under IRC § 7525. If you are not the intended recipient, or an agent or employee responsible for delivering this communication to the intended recipient, you are hereby notified that any review, dissemination, distribution, copying, or other use of this communication or its contents is strictly prohibited. If you have received this communication in error, please notify Calderwood & Harkness LLP immediately at (202) 448-7200 and destroy all copies of this communication.

Engagement No. 20250527-SDILP-PLR

CALDERWOOD & HARKNESS LLP Attorneys at Law
1900 K Street NW, Suite 1100 Washington, DC 20006
Telephone: (202) 448-7200 Facsimile: (202) 448-7201 www.calderwoodharkness.com
June 30, 2025
Office of the Associate Chief Counsel (International) Branch 1, CC:INTL Internal Revenue Service 1111 Constitution Avenue NW Washington, DC 20224
Re: Request for Pre-Submission Conference — Proposed Private Letter Ruling Request on Behalf of Solara Digital Infrastructure LP (EIN: 82-4917366) and Related Entities — Cross-Border Fund-Platform Reorganization
Dear Sir or Madam:
I. Introduction and Purpose of Letter
Calderwood & Harkness LLP serves as U.S. tax counsel to Solara Digital Infrastructure LP ("Solara" or "SDILP"), a Delaware limited partnership (EIN: 82-4917366), headquartered at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801. Solara is a private equity sponsor with approximately $14.7 billion in assets under management (as of March 31, 2025) across digital infrastructure — including data centers, fiber-optic networks, and edge computing facilities — and enterprise software-as-a-service ("SaaS") verticals. Since its founding in 2014, Solara has established itself as one of the leading mid-market and growth-equity investors focused on mission-critical digital infrastructure assets across North America, Western Europe, and select Asia-Pacific markets.
On behalf of Solara, Calderwood & Harkness LLP respectfully requests a pre-submission conference pursuant to section 10.07 of Revenue Procedure 2025-1, 2025-1 I.R.B. 1 (or such other applicable current revenue procedure), to discuss a proposed private letter ruling ("PLR") request before its formal submission to the Internal Revenue Service (the "Service"). The purpose of the pre-submission conference is to present an overview of a proposed multi-step cross-border reorganization of Solara's fund platform, to identify and discuss the specific federal income tax rulings that Solara intends to request, and to receive preliminary guidance from the Service regarding the form, substance, and completeness of the contemplated ruling request. Calderwood & Harkness believes that a pre-submission conference will materially improve the quality and efficiency of the formal PLR submission process by ensuring that the ruling request addresses the Service's questions and concerns at the outset.
We propose that the pre-submission conference take place on July 22, 2025, or such other date as may be convenient to the Service. We respectfully request that the conference be held at the offices of the Internal Revenue Service, 1111 Constitution Avenue NW, Washington, DC 20224. If the Service prefers, we are equally prepared to conduct the conference by telephone or secure videoconference.
The following individuals will attend the pre-submission conference on behalf of the taxpayer:
• Leonard Cross, Responsible Partner, Tax — Calderwood & Harkness LLP, Washington, D.C. office
• Sylvia Hartwell, Billing Partner, Tax — Calderwood & Harkness LLP, New York office
• Robert Jansen, Lead Associate, Tax — Calderwood & Harkness LLP, Washington, D.C. office
We note that Powers of Attorney on IRS Form 2848, designating Leonard Cross and Sylvia Hartwell as authorized representatives for Solara Digital Infrastructure LP and all related entities identified in Section II below, will accompany the formal PLR submission. If the Service requires copies of the executed Forms 2848 in advance of the pre-submission conference, we will promptly provide them upon request.
II. Identification of Taxpayer and Related Entities
The primary taxpayer on whose behalf this pre-submission conference request is made is Solara Digital Infrastructure LP, EIN 82-4917366, a Delaware limited partnership formed on March 17, 2014, pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101 et seq. Solara serves as the management company and sponsor entity for the fund platform described below.
The general partner of Solara Digital Infrastructure LP is Solara Digital Infrastructure GP LLC, EIN 82-4917365, a Delaware limited liability company. Solara Digital Infrastructure GP LLC is managed by Viktor Raines, who serves as Managing Partner and Founder of the Solara platform. Mr. Raines has ultimate management authority over the general partner and, through it, over the operations and investment activities of Solara and its affiliated fund vehicles.
The proposed reorganization involves a total of six existing fund vehicles across three jurisdictions (Delaware, the Cayman Islands, and Luxembourg), as well as four newly formed entities that will constitute the post-reorganization structure. Each is identified in detail below.
A. Existing Fund Vehicles Subject to the Proposed Reorganization
The following six fund vehicles currently comprise the operative investment platform and are the subjects of the proposed reorganization:
1. Solara Digital Partners Fund IV LP
• Jurisdiction of formation: Delaware (limited partnership)
• EIN: 85-2103748
• Fund size (total commitments): $4.2 billion
• Vintage year: 2021
• Deployment status: Approximately 72% deployed as of March 31, 2025
• This is the primary U.S. domestic vehicle for Fund IV and holds portfolio investments on behalf of U.S. taxable investors.
2. Solara Digital Partners Fund IV-A (Cayman) LP
• Jurisdiction of formation: Cayman Islands (exempted limited partnership)
• U.S. EIN: 98-6241503
• Fund size (total commitments): $1.85 billion
• CIMA registration number: MF-72491
• Registered office: Harborstone Corporate Services Ltd., P.O. Box 2714, 94 Solaris Avenue, George Town, Grand Cayman KY1-1111, Cayman Islands
• General partner: Solara Offshore GP Ltd., a Cayman Islands exempted company
• This vehicle serves as the offshore parallel fund for Fund IV, holding investments on behalf of non-U.S. limited partners and certain U.S. tax-exempt investors.
3. Solara Digital Partners Fund IV-B (Luxembourg) SCSp
• Jurisdiction of formation: Grand Duchy of Luxembourg (société en commandite spéciale, or special limited partnership)
• U.S. EIN: 98-6241571
• Fund size (total commitments): €1.15 billion (approximately $1.24 billion at an exchange rate of 1.08 EUR/USD)
• Luxembourg Registre de Commerce et des Sociétés ("RCS") number: B 248193
• Registered office: 14, rue Jean-Pierre Brasseur, L-1258 Luxembourg, Grand Duchy of Luxembourg
• General partner: Solara Luxembourg Management S.à r.l., a Luxembourg private limited liability company, RCS number B 248194
• This vehicle serves as the European parallel fund for Fund IV, accommodating investors with a preference for Luxembourg-domiciled structures and certain European institutional investors subject to local regulatory requirements.
4. Solara Digital Partners Fund V LP
• Jurisdiction of formation: Delaware (limited partnership)
• EIN: 88-3467219
• Fund size (total commitments): $5.6 billion
• Vintage year: 2023
• Deployment status: Approximately 38% deployed as of March 31, 2025
• This is the primary U.S. domestic vehicle for Fund V and holds portfolio investments on behalf of U.S. taxable investors.
5. Solara Digital Partners Fund V-A (Cayman) LP
• Jurisdiction of formation: Cayman Islands (exempted limited partnership)
• U.S. EIN: 98-7891234
• Fund size (total commitments): $2.45 billion
• CIMA registration number: MF-89103
• This vehicle serves as the offshore parallel fund for Fund V, performing the same function as Fund IV-A (Cayman) LP with respect to Fund V's non-U.S. and U.S. tax-exempt investor base.
6. Solara Digital Partners Fund V-B (Luxembourg) SCSp
• Jurisdiction of formation: Grand Duchy of Luxembourg (société en commandite spéciale)
• U.S. EIN: 98-7891267
• Fund size (total commitments): €1.38 billion (approximately $1.49 billion at an exchange rate of 1.08 EUR/USD)
• Luxembourg RCS number: B 271056
• This vehicle serves as the European parallel fund for Fund V, accommodating European institutional investors and those with a preference for Luxembourg-domiciled structures.
B. Newly Formed Entities (Post-Reorganization)
As part of the proposed reorganization, the following four new entities will be formed:
1. Solara Consolidated Master Fund GP LLC
• Jurisdiction of formation: Delaware (limited liability company; to be formed)
• This entity will serve as the general partner of the Consolidated Master Fund LP described immediately below.
2. Solara Consolidated Master Fund LP
• Jurisdiction of formation: Delaware (limited partnership; to be formed)
• This entity will serve as the master fund vehicle consolidating the portfolio assets previously held by the four offshore parallel vehicles (Fund IV-A Cayman, Fund IV-B Luxembourg, Fund V-A Cayman, and Fund V-B Luxembourg).
3. Solara International Feeder (Cayman) LP
• Jurisdiction of formation: Cayman Islands (exempted limited partnership; to be formed)
• This entity will serve as the feeder vehicle for non-U.S. investors, investing through the Consolidated Master Fund LP.
4. Solara Tax-Exempt Feeder (Cayman) LP
• Jurisdiction of formation: Cayman Islands (exempted limited partnership; to be formed)
• This entity will serve as the feeder vehicle for U.S. tax-exempt investors, including pension funds, university endowments, and charitable foundations, to mitigate unrelated business taxable income ("UBTI") concerns under IRC §§ 511–514.
All four newly formed entities will file entity classification elections on IRS Form 8832, electing to be classified as partnerships for U.S. federal income tax purposes under Treasury Regulations § 301.7701-3. None of these entities will elect or be classified as a corporation or association taxable as a corporation for U.S. federal income tax purposes.
III. Summary of the Proposed Transaction
A. Background and Business Rationale
Solara currently operates its investment platform through six parallel fund vehicles across three jurisdictions — Delaware, the Cayman Islands, and Luxembourg — in order to accommodate the distinct tax, regulatory, and operational requirements of its diversified limited partner base, which includes U.S. taxable investors (high-net-worth individuals, family offices, and U.S. corporate investors), U.S. tax-exempt investors (public and private pension plans, university endowments, and charitable foundations), and non-U.S. investors (sovereign wealth funds, foreign pension systems, European insurance companies, and Asian institutional investors).
The proposed reorganization is motivated by several converging factors:
(i) Operational Cost Reduction. The maintenance of four offshore parallel fund vehicles across two foreign jurisdictions generates approximately $3.8 million annually in duplicative administration, audit, regulatory, and legal compliance costs. These costs include separate annual audits for each Cayman and Luxembourg entity, duplicative CIMA and CSSF regulatory filings, redundant fund administrator fees, and the cost of maintaining separate registered offices, local directors, and offshore management entities. The consolidation into a single master fund structure with two feeders is expected to reduce these costs by approximately 60–65%.
(ii) OECD Pillar Two GloBE Rules. The OECD/G20 Inclusive Framework's Pillar Two Global Anti-Base Erosion ("GloBE") rules are effective for Solara's Luxembourg entities beginning with fiscal year 2025 under the Grand Duchy's implementing legislation. The introduction of a 15% global minimum tax, together with the qualified domestic minimum top-up tax ("QDMTT") adopted by Luxembourg, materially diminishes the tax efficiency benefits historically associated with the Luxembourg SCSp fund structures. The reorganization will simplify Solara's compliance posture under the GloBE rules while preserving the partnership classification of the consolidated vehicle.
(iii) Simplified FATCA and CRS Compliance. The consolidation from four offshore vehicles to two feeders and one master fund will substantially reduce the reporting burden under the Foreign Account Tax Compliance Act ("FATCA"), the Common Reporting Standard ("CRS"), and the various intergovernmental agreements to which the Cayman Islands and Luxembourg are parties. Fewer reporting entities will reduce the risk of duplicative or inconsistent reporting across jurisdictions.
(iv) LP-Requested Governance Simplification. A significant number of Solara's limited partners have expressed a preference for a simplified fund structure that reduces the number of separate vehicles, governing documents, capital call and distribution notices, and financial statements. The LP Advisory Committee for Fund IV and Fund V provided preliminary consent to the proposed reorganization at a meeting held on April 22, 2025, with approval from limited partners representing approximately 78% in committed capital interest.
B. Description of the Five-Step Reorganization
The proposed reorganization will be implemented in five sequential steps, with target effective dates spanning the fourth quarter of 2025. The final step is targeted for December 1, 2025. Each step is described in detail below.
Step 1 — Formation of New Entities (Target Effective Date: September 15, 2025)
In Step 1, Solara will form the four new entities described in Section II.B above:
• Solara Consolidated Master Fund GP LLC will be formed as a Delaware limited liability company.
• Solara Consolidated Master Fund LP will be formed as a Delaware limited partnership, with Solara Consolidated Master Fund GP LLC serving as its sole general partner.
• Solara International Feeder (Cayman) LP will be formed as a Cayman Islands exempted limited partnership.
• Solara Tax-Exempt Feeder (Cayman) LP will be formed as a Cayman Islands exempted limited partnership.
Contemporaneously with or promptly following their formation, each of the four new entities will file IRS Form 8832 to elect classification as a partnership for U.S. federal income tax purposes, effective as of the date of formation, pursuant to Treasury Regulations § 301.7701-3.
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 to Solara Consolidated Master Fund LP in exchange for a limited partnership interest in the Consolidated Master Fund LP. The aggregate fair market value of the contributed assets is approximately $2.31 billion. The aggregate adjusted tax basis of the contributed assets is approximately $1.62 billion. Accordingly, the contributed assets carry aggregate built-in gain of approximately $690 million. It is intended that this contribution will be treated as a tax-free contribution to a partnership under IRC § 721(a), with no gain or loss recognized by Fund IV-A (Cayman) LP or any of its partners.
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 Solara Consolidated Master Fund LP in exchange for a limited partnership interest in the Consolidated Master Fund LP. The aggregate fair market value of the contributed assets is approximately $1.16 billion (converted from euros at the applicable exchange rate). The aggregate adjusted tax basis of the contributed assets is approximately $844.6 million. Accordingly, the contributed assets carry aggregate built-in gain of approximately $311 million. It is intended that this contribution will also be treated as a tax-free contribution under IRC § 721(a).
Because Step 3 involves a transfer of assets by a foreign partnership (the Luxembourg SCSp, which is classified as a partnership for U.S. federal income tax purposes) to a domestic partnership (the Consolidated Master Fund LP), an analysis of the inapplicability of IRC § 367 will be required. We address this issue in detail in Sections IV and V below.
Step 4 — Contribution of Fund V Offshore Assets (Target Effective Date: November 1, 2025)
In Step 4, Solara Digital Partners Fund V-A (Cayman) LP will contribute all of its portfolio assets to Solara Consolidated Master Fund LP in exchange for a limited partnership interest. The aggregate fair market value of the contributed assets is approximately $2.89 billion. The aggregate adjusted tax basis is approximately $2.34 billion. Accordingly, the contributed assets carry aggregate built-in gain of approximately $550 million.
Concurrently, Solara Digital Partners Fund V-B (Luxembourg) SCSp will contribute all of its portfolio assets to Solara Consolidated Master Fund LP in exchange for a limited partnership interest. The aggregate fair market value of the contributed assets is approximately $1.39 billion (converted from euros at the applicable exchange rate). The aggregate adjusted tax basis is approximately $1.23 billion. Accordingly, the contributed assets carry aggregate built-in gain of approximately $162 million.
The contributions in Step 4 are intended to receive the same tax-free treatment under IRC § 721(a) as the contributions in Steps 2 and 3. The same § 367 inapplicability analysis applies to the contribution by the Fund V-B Luxembourg SCSp.
Step 5 — Dissolution of Legacy Offshore Vehicles and LP Migration (Target Effective Date: December 1, 2025)
In Step 5, 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 dissolve and distribute their respective partnership interests in the Consolidated Master Fund LP to their existing limited partners.
Following such distributions:
• Non-U.S. limited partners will contribute their distributed Consolidated Master Fund LP interests to Solara International Feeder (Cayman) LP, thereby becoming limited partners in the International Feeder, which will in turn hold interests in the Consolidated Master Fund LP.
• U.S. tax-exempt limited partners will contribute their distributed Consolidated Master Fund LP interests to Solara Tax-Exempt Feeder (Cayman) LP, thereby becoming limited partners in the Tax-Exempt Feeder, which will in turn hold interests in the Consolidated Master Fund LP.
• U.S. taxable investors will remain directly in Solara Digital Partners Fund IV LP and Solara Digital Partners Fund V LP, respectively, which will co-invest alongside the Consolidated Master Fund LP on a pari passu basis. U.S. taxable investors will not receive interests in the Consolidated Master Fund LP or in either feeder.
The distributions by the legacy offshore vehicles of their Consolidated Master Fund LP interests are intended to be treated as tax-free distributions under IRC § 731(a), with no gain or loss recognized by the distributing partnerships or their partners (subject to the § 752 liability-shifting analysis described below).
C. Aggregate Financial Summary
The following table summarizes the aggregate financial dimensions of the proposed reorganization:
Representative portfolio companies held across the fund vehicles include, among others, the following:
A comprehensive schedule of all 23 portfolio companies, including entity type, jurisdiction, fair market value, adjusted tax basis, built-in gain or loss, and holding period, will be included as Exhibit C to the formal PLR submission.
IV. Specific Rulings to Be Requested
The formal PLR submission will request the following eight specific rulings from the Service. Each ruling is briefly described below; the formal submission will include a detailed legal analysis supporting each requested ruling.
Ruling 1 — IRC § 721(a): Tax-Free Contribution Treatment. The contributions of portfolio assets by the legacy offshore vehicles (Fund IV-A Cayman, Fund IV-B Luxembourg, Fund V-A Cayman, and Fund V-B Luxembourg) to Solara Consolidated Master Fund LP in Steps 2, 3, and 4 each constitute tax-free contributions to a partnership under IRC § 721(a). No gain or loss is recognized by the contributing partnerships or by any of their direct or indirect partners as a result of such contributions.
Ruling 2 — IRC § 721(b): Investment Company Exception Inapplicable. Solara Consolidated Master Fund LP does not constitute an "investment company" within the meaning of IRC § 721(b) and Treasury Regulations § 1.351-1(c)(1)(ii) (as applied by cross-reference for purposes of § 721(b)). The portfolio of the Consolidated Master Fund LP consists of operating company interests — specifically, equity interests in digital infrastructure businesses (data centers, fiber-optic networks, edge computing facilities) and enterprise SaaS companies — rather than stocks, securities, or other investment assets of the type described in IRC § 351(e)(1). Accordingly, § 721(b) does not override the nonrecognition treatment otherwise available under § 721(a).
Ruling 3 — IRC § 367: Inapplicability to Partnership-to-Partnership Transfers. IRC § 367(a) and § 367(b) do not apply to the contributions described in Steps 2 through 4 of the reorganization. By their express terms, §§ 367(a) and 367(b) apply to transfers of property to or from foreign corporations and to exchanges described in sections 332, 351, 354, 355, 356, and 361, each of which involves corporations. The Consolidated Master Fund LP is classified as a partnership for U.S. federal income tax purposes, and none of the contributing or receiving entities is a corporation. Accordingly, § 367 has no application to the proposed contributions.
Ruling 4 — IRC § 731(a): Tax-Free Distribution Treatment. The distributions by the legacy offshore vehicles of their partnership interests in the Consolidated Master Fund LP to their respective limited partners in Step 5 constitute tax-free distributions under IRC § 731(a). No gain or loss is recognized by the distributing partnerships or by any of their partners as a result of such distributions, except to the extent (if any) that money distributed exceeds the adjusted basis of the distributee partner's interest in the distributing partnership, which is not expected to occur.
Ruling 5 — IRC § 731(c): Marketable Securities Exception Inapplicable. IRC § 731(c), which requires recognition of gain on the distribution of "marketable securities" by a partnership, does not apply to the Step 5 distributions. The distributed interests in Solara Consolidated Master Fund LP are not "marketable securities" as defined in IRC § 731(c)(2), because such interests are not traded on an established securities market, are not readily tradable on a secondary market or the substantial equivalent thereof, and do not otherwise satisfy the definition of "marketable securities" under that provision.
Ruling 6 — IRC § 752: Liability Shifting Analysis. The shifts in partner-level shares of the $1.34 billion in aggregate liabilities resulting from the reorganization — including deemed contributions under IRC § 752(a) and deemed distributions under IRC § 752(b) arising from changes in each partner's share of partnership liabilities — do not result in gain recognition under IRC § 731(a), after application of the netting rules under Treasury Regulations § 1.752-1(f) and the tiered partnership rules applicable to the feeder/master structure. The netting of deemed contributions against deemed distributions occurring as part of the same transaction results in no net deemed distribution in excess of any partner's adjusted basis in its partnership interest.
Ruling 7 — IRC § 704(c): Built-In Gain Carryover and Remedial Method. The built-in gain and loss accounts tracked under IRC § 704(c) by the legacy offshore vehicles with respect to contributed property carry over to Solara Consolidated Master Fund LP upon the contributions in Steps 2 through 4. The Consolidated Master Fund LP may continue to use the remedial allocation method under Treasury Regulations § 1.704-3(d) for each contributed property, consistent with the method previously used by the contributing legacy vehicles.
Ruling 8 — IRC § 1446 and Entity Classification. No withholding under IRC § 1446(a) is required on the Steps 2 through 4 contributions or the Step 5 distributions, because the contributions are nonrecognition transactions that do not give rise to effectively connected taxable income allocable to foreign partners, and the distributions are not "amounts subject to withholding" for purposes of § 1446. Additionally, the Consolidated Master Fund LP, the International Feeder (Cayman) LP, and the Tax-Exempt Feeder (Cayman) LP are each properly classified as partnerships for U.S. federal income tax purposes under Treasury Regulations § 301.7701-3 by reason of their respective Form 8832 elections.
V. Key Issues for Discussion at the Pre-Submission Conference
The following issues represent the areas where Calderwood & Harkness believes guidance from the Service during the pre-submission conference would be most productive in refining and strengthening the formal PLR submission. We have organized these issues by Code section and have endeavored to frame specific questions that will facilitate a focused and efficient discussion.
A. IRC § 721(a) — Tax-Free Contribution Treatment for Multi-Step Partnership-to-Partnership Transfers
The central question under § 721(a) is whether the Service views the sequential contributions by four separate foreign partnership vehicles into a single newly formed domestic partnership — each occurring on a separate target date over a period of approximately two months — as qualifying for nonrecognition under § 721(a) in each instance.
Calderwood & Harkness intends to take the position that each contribution independently satisfies the requirements of § 721(a), which provides broadly that no gain or loss shall be recognized to a partnership or to any of its partners in the case of a contribution of property to the partnership in exchange for an interest in the partnership. Because the Consolidated Master Fund LP will be a partnership at all relevant times, and because each contributing vehicle will receive a partnership interest in exchange for its contributed assets, each step should qualify on its own terms.
However, we recognize that the integrated nature of the five-step reorganization raises the question of whether the step transaction doctrine could be applied to recharacterize the individual contributions as components of a single transaction that does not qualify under § 721(a), or that qualifies under a different characterization. We wish to understand whether the Service has any concerns regarding the interaction of § 721(a) with the step transaction doctrine in this context.
In connection with the § 721(a) analysis, the formal PLR submission will address carryover basis under IRC § 723 (i.e., the Consolidated Master Fund LP will take a carryover basis in each contributed asset equal to the contributing partnership's adjusted basis in the asset at the time of contribution) and holding period tacking under IRC § 1223(2) (i.e., the Consolidated Master Fund LP's holding period for each contributed asset will include the period during which the contributing partnership held the asset). We will include detailed asset-by-asset schedules supporting these positions.
Finally, we would welcome the Service's views on whether any specific factual representations regarding the independence of each step — for example, the absence of binding commitments between steps, the presence of meaningful interim periods, or the satisfaction of independent business purposes for each step — would be useful to include in the formal ruling request.
B. IRC § 367 — Inapplicability to Foreign-Partnership-to-Domestic-Partnership Contributions
The central legal question regarding IRC § 367 is whether §§ 367(a) and 367(b), which by their express terms apply to transfers to or from corporations, can be applied by analogy, by regulatory gap-filling, or through anti-abuse authority to a contribution of assets by a foreign partnership (the Cayman and Luxembourg vehicles) to a domestic partnership (the Consolidated Master Fund LP).
Calderwood & Harkness's position is that § 367 is inapplicable to the proposed contributions. The statutory text of § 367(a)(1) provides that a foreign corporation shall not be considered as a corporation for purposes of determining the extent to which gain shall be recognized on certain enumerated transfers. Section 367(b) addresses exchanges where the status of a foreign corporation is relevant. Both provisions are expressly limited to corporations. The Consolidated Master Fund LP is and will be classified as a partnership for U.S. federal income tax purposes, and none of the contributing entities is a corporation.
We are not aware of any published guidance, regulation, or judicial decision that extends § 367 to transfers between partnerships. Nevertheless, we wish to understand whether the Service has any concerns about the potential application of § 367 by analogy or otherwise in the context of a transfer by a foreign partnership to a domestic partnership, particularly where the contributing foreign partnerships have foreign partners who would be subject to § 367 if the transaction involved corporations. We also wish to understand whether the Service views any anti-abuse authority — for example, under the economic substance doctrine or under Treasury Regulations § 1.701-2 (the partnership anti-abuse rule) — as potentially relevant to this analysis.
We believe the legislative history of § 367 supports our position. The provision was enacted to prevent the removal of assets from U.S. taxing jurisdiction through transfers to foreign corporations, and later amended to address the importation of assets with built-in losses. Neither concern is present here: the proposed contributions move assets into a domestic partnership, increasing — not decreasing — the assets' nexus to the U.S. taxing jurisdiction. We will address this legislative history in detail in the formal PLR submission.
C. IRC § 731(c) — Marketable Securities Exception
The question under § 731(c) is whether the Consolidated Master Fund LP interests distributed by the legacy offshore vehicles in Step 5 could be viewed as "marketable securities" within the meaning of IRC § 731(c)(2). If § 731(c) were to apply, the distribution of such interests would be treated as a distribution of money to the extent of the fair market value of the interests, potentially triggering gain recognition under § 731(a)(1).
Calderwood & Harkness's position is that interests in a newly formed, privately held Delaware limited partnership — with no public trading market, no listing on any securities exchange, no registration under the Securities Act of 1933, and no readily tradable secondary market or the substantial equivalent thereof — cannot constitute "marketable securities" as defined in § 731(c)(2). The statutory definition of "marketable securities" is limited to financial instruments that are "actively traded" within the meaning of IRC § 1092(d)(1), and interests in a private limited partnership do not meet this standard.
We further note that even if the distributed interests were somehow characterized as marketable securities (which we believe they are not), the exceptions under IRC § 731(c)(3) would likely apply — in particular, the exception for securities distributed to a partner who contributed such securities to the partnership (or distributed to a successor in interest of such a partner). We will analyze each applicable exception in the formal PLR submission.
We would welcome the Service's guidance on whether additional factual representations regarding the non-tradability of the Consolidated Master Fund LP interests — such as representations concerning transfer restrictions in the partnership agreement, the absence of any secondary trading platform, and the absence of any plan or intention to register or list the interests — would strengthen the analysis.
D. IRC § 752 — Liability Shifting Analysis
The proposed reorganization will result in the Consolidated Master Fund LP assuming or taking subject to approximately $1.34 billion in aggregate liabilities currently held at the level of the four legacy offshore vehicles. The assumption of these liabilities, combined with the dissolution of the legacy vehicles and the re-tiering of limited partners through the feeder/master structure, will cause shifts in each partner's share of partnership liabilities under IRC § 752.
Under § 752(a), any increase in a partner's share of partnership liabilities (or any increase in a partner's individual liabilities by reason of the assumption of partnership liabilities) is treated as a contribution of money by the partner to the partnership. Under § 752(b), any decrease in a partner's share of partnership liabilities (or any decrease in a partner's individual liabilities by reason of the partnership's assumption of such liabilities) is treated as a distribution of money by the partnership to the partner. A deemed distribution under § 752(b) could trigger gain recognition under § 731(a)(1) if the amount of the deemed distribution exceeds the partner's adjusted basis in its partnership interest.
Calderwood & Harkness intends to take the position that, after application of the netting rules under Treasury Regulations § 1.752-1(f) — which provide that increases and decreases in a partner's share of liabilities occurring as part of the same transaction are netted against each other — no partner will experience a net deemed distribution in excess of its adjusted basis. The formal PLR submission will include detailed partner-by-partner liability allocation schedules (to be included as Exhibit E) demonstrating this conclusion.
However, we recognize that the analysis is complicated by the tiered partnership structure that will result from the reorganization. The feeder/master structure creates indirect partners whose shares of liabilities must be determined under the tiered partnership rules, and the interaction of these rules with the netting provision of Treas. Reg. § 1.752-1(f) requires careful analysis. We wish to discuss with the Service whether there are particular aspects of the § 752 analysis — including the allocation methodology for recourse and nonrecourse liabilities, the treatment of entity-level obligations of the dissolving Cayman and Luxembourg vehicles, and the computation of net deemed distributions at the indirect partner level — that would benefit from additional factual representations or alternative analytical approaches.
We would also welcome the Service's view on whether the liability allocation schedules should present the analysis on a fund-by-fund and step-by-step basis, or whether a consolidated presentation of the net effect across all steps would be acceptable.
E. Additional Issues for Service Input
In addition to the four principal issues described above, Calderwood & Harkness wishes to raise the following ancillary issues for preliminary discussion:
IRC § 704(c) Built-In Gain Carryover. The proposed contributions will result in the Consolidated Master Fund LP receiving assets with an aggregate of $1.72 billion in built-in gain, which must be tracked under IRC § 704(c). Each of the legacy offshore vehicles currently uses the remedial allocation method under Treasury Regulations § 1.704-3(d) for its contributed property. We intend to take the position that the § 704(c) built-in gain and loss accounts carry over to the Consolidated Master Fund LP and that the remedial method continues to apply. We wish to understand whether the Service has any reservations about this carryover or the continuation of the remedial method, particularly in the context of a partnership-to-partnership contribution where the contributing and receiving partnerships have different partner compositions.
IRC § 1446 Withholding. We intend to take the position that the contributions in Steps 2 through 4 and the distributions in Step 5 are nonrecognition transactions that do not generate "effectively connected taxable income" allocable to foreign partners, and therefore do not give rise to withholding obligations under IRC § 1446(a). We wish to understand whether the Service concurs with this position, and whether there are any implications for specific categories of non-U.S. investors — including sovereign wealth funds and foreign insurance companies — that we should address in the formal PLR request.
FIRPTA / IRC § 897. We note that the formal PLR request may include a request for a ruling on whether certain data center and fiber-optic network interests held by the fund vehicles constitute "United States real property interests" ("USRPIs") within the meaning of IRC § 897(c). If the Service believes this issue falls outside the scope of the proposed ruling request or should be addressed in a separate submission, we would appreciate that guidance at the pre-submission conference.
Entity Classification. The formal PLR request will include a ruling that the three newly formed entities (Consolidated Master Fund LP, International Feeder, and Tax-Exempt Feeder) are each properly classified as partnerships under Treasury Regulations § 301.7701-3 by reason of their Form 8832 elections. If the Service considers this to be a routine matter that does not require a specific ruling — or prefers that it be excluded from the ruling request to streamline the analysis — we would welcome that guidance.
VI. Proposed Agenda for the Pre-Submission Conference
Calderwood & Harkness respectfully proposes the following agenda for the pre-submission conference, with approximate time allocations for each topic:
Total estimated conference duration: approximately 2 hours.
We are, of course, flexible on the order and timing of topics and will defer to the Service's preferences regarding the agenda.
VII. Jurisdictional Note
Based on the nature of the proposed transaction and the rulings to be requested, Calderwood & Harkness believes that the PLR request will fall within the primary jurisdiction of the Office of the Associate Chief Counsel (International) ("CC:INTL"), given the cross-border partnership contributions, the involvement of foreign partnerships organized under the laws of the Cayman Islands and Luxembourg, and the IRC § 367 inapplicability analysis that is central to the ruling request.
At the same time, the request involves substantial issues under Subchapter K of the Internal Revenue Code — specifically under IRC §§ 721, 731, 752, and 704(c) — that fall within the jurisdiction of the Office of the Associate Chief Counsel (Passthroughs & Special Industries) ("CC:PSI").
Calderwood & Harkness respectfully requests that, if the Service deems it appropriate, representatives from both CC:INTL and CC:PSI attend the pre-submission conference to facilitate coordination on the ruling request and to ensure that the formal submission addresses the concerns of both offices. We recognize that the Service will make jurisdictional determinations in its sole discretion, and we are prepared to work with whichever office or offices the Service designates.
VIII. Anticipated Timeline for PLR Submission
The target date for the formal PLR submission is August 15, 2025. This timeline is designed to allow Calderwood & Harkness to incorporate any feedback and guidance received during the pre-submission conference into the formal ruling request, while still providing sufficient time for the Service to process the request in advance of the target effective dates for the reorganization (beginning September 15, 2025, for Step 1, and concluding December 1, 2025, for Step 5).
The formal submission will be accompanied by the applicable IRS user fee in the amount of $38,000, as set forth in Revenue Procedure 2025-1, Schedule of User Fees, Appendix A, for ruling requests involving multiple entities with combined assets exceeding $50 million.
The formal PLR submission will include the following materials:
(a) The complete ruling request letter, setting forth all factual representations, legal analysis, and requested rulings;
(b) Exhibit A — Pre-reorganization organizational chart depicting all existing fund vehicles and their ownership structures;
(c) Exhibit B — Post-reorganization organizational chart depicting the consolidated feeder/master fund structure;
(d) Exhibit C — Schedule of contributing entities and contributed assets, including entity type, jurisdiction, fair market value, adjusted tax basis, built-in gain or loss, and holding period for each portfolio company interest;
(e) Exhibit D — Step transaction diagrams illustrating each of the five steps of the reorganization;
(f) Exhibit E — Schedule of liabilities and IRC § 752 analysis, including partner-by-partner liability allocation schedules demonstrating the application of the netting rules under Treas. Reg. § 1.752-1(f);
(g) Executed IRS Forms 2848 (Powers of Attorney and Declaration of Representative) designating Leonard Cross and Sylvia Hartwell as authorized representatives for Solara Digital Infrastructure LP and all related entities; and
(h) A penalties of perjury 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.
IX. Request for Confirmation
Calderwood & Harkness respectfully requests that the Service confirm the date of July 22, 2025, for the pre-submission conference, or propose an alternative date at the Service's convenience. We are available on any business day during the weeks of July 21, 2025, and July 28, 2025, and will accommodate the Service's scheduling preferences.
For scheduling purposes, please direct all communications to:
Leonard Cross Partner, Tax Calderwood & Harkness LLP 1900 K Street NW, Suite 1100 Washington, DC 20006 Telephone: (202) 448-7215
Email: lcross@calderwoodharkness.com
In the event Mr. Cross is unavailable, scheduling communications may also be directed to:
Robert Jansen Lead Associate, Tax Calderwood & Harkness LLP 1900 K Street NW, Suite 1100 Washington, DC 20006 Telephone: (202) 448-7238
Email: rjansen@calderwoodharkness.com
X. Closing
We appreciate the Service's consideration of this request and look forward to a productive discussion at the pre-submission conference. We are confident that an advance dialogue regarding the proposed reorganization and the contemplated rulings will facilitate an efficient and thorough review of the formal PLR submission. Should the Service require any additional information prior to the conference, we are prepared to provide it promptly.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Leonard Cross Partner, Tax Calderwood & Harkness LLP 1900 K Street NW, Suite 1100 Washington, DC 20006 Telephone: (202) 448-7215
Email: lcross@calderwoodharkness.com
cc: (by email and first-class mail)
Sylvia Hartwell, 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
Viktor Raines, Managing Partner — Solara Digital Infrastructure LP, 1200 Market Street, Suite 3400, Wilmington, DE 19801
Priya Narasimhan, General Counsel — Solara Digital Infrastructure LP, 1200 Market Street, Suite 3400, Wilmington, DE 19801
Stefan Dalmqvist, Head of Tax — Solara Digital Infrastructure LP, 1200 Market Street, Suite 3400, Wilmington, DE 19801
Enclosures: None. Substantive materials, including organizational charts, step transaction diagrams, asset and liability schedules, Forms 2848, and the penalties of perjury declaration, will be provided with the formal PLR submission. Any or all such materials are available upon request in advance of the pre-submission conference.
CONFIDENTIALITY NOTICE: This letter and any attachments hereto are intended exclusively for the use of the addressee(s) named above and may contain information that is privileged, confidential, or otherwise protected from disclosure under applicable law, including the attorney-client privilege and the tax practitioner-client privilege under IRC § 7525. If you are not the intended recipient, or an agent or employee responsible for delivering this communication to the intended recipient, you are hereby notified that any review, dissemination, distribution, copying, or other use of this communication or its contents is strictly prohibited. If you have received this communication in error, please notify Calderwood & Harkness LLP immediately at (202) 448-7200 and destroy all copies of this communication.
Engagement No. 20250527-SDILP-PLR
Category | Amount
Total FMV of assets transferred to the Consolidated Master Fund LP | $7.75 billion
Total aggregate adjusted tax basis of transferred assets | $6.03 billion
Total aggregate built-in gain | $1.72 billion
Total portfolio companies across all funds | 23 (11 in Fund IV vehicles; 12 in Fund V vehicles)
Aggregate liabilities to be assumed by the Consolidated Master Fund LP | $1.34 billion
Portfolio Company | Description | FMV | Adjusted Tax Basis
NovaBright Data Systems Inc. | Data center operator (North America) | $890 million | $520 million
Veridian Edge Computing Corp. | Edge computing infrastructure | $1.12 billion | $780 million
Thorngate Fiber Networks LP | Fiber-optic network operator | $670 million | $490 million
Crestline Cloud Solutions LLC | Enterprise SaaS platform | €340M / $367 million | €195M / $211 million
Helix SaaS Holdings Ltd. | SaaS holding company | $445 million | $310 million
Item | Topic | Estimated Duration
1 | Introductions and identification of attending representatives | 5 minutes
2 | Overview of Solara's fund platform and business rationale for the reorganization | 10 minutes
3 | Summary of the five-step transaction structure | 10 minutes
4 | Discussion of IRC § 721(a) contribution treatment, including the § 721(b) investment company exception | 15 minutes
5 | Discussion of IRC § 367 inapplicability to partnership-to-partnership transfers | 15 minutes
6 | Discussion of IRC § 731(a) and § 731(c) distribution treatment | 15 minutes
7 | Discussion of IRC § 752 liability shifting analysis | 15 minutes
8 | Discussion of ancillary rulings: § 704(c) carryover, § 1446 withholding, entity classification, and FIRPTA considerations | 10 minutes
9 | IRS feedback on form, substance, and additional information needs for the formal PLR submission | 15 minutes
10 | Next steps and timeline | 5 minutes

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

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