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MEMORANDUM

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT

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

TO: Stefan Dalmqvist, Head of Tax, Solara Digital Infrastructure LP Priya Narasimhan, General Counsel, Solara Digital Infrastructure LP

CC: Sylvia Hartwell, Partner, Calderwood & Harkness LLP Robert Jansen, Associate, Calderwood & Harkness LLP Garrett Simmons, Associate, Calderwood & Harkness LLP

Date: July 23, 2025

Re: Summary of Pre-Submission Conference with IRS Office of the Associate Chief Counsel (International), CC:INTL Branch 1 — Solara Digital Infrastructure LP Cross-Border Fund-Platform Reorganization — Private Letter Ruling Request

Engagement Number: 20250527-SDILP-PLR

PRIVILEGE LEGEND: This memorandum is a privileged and confidential attorney-client communication and attorney work product prepared in anticipation of litigation or in connection with the provision of legal advice. It reflects the mental impressions, conclusions, opinions, and legal theories of attorneys at Calderwood & Harkness LLP. This memorandum is intended solely for the use of the named recipients and should not be distributed, disclosed, or otherwise made available to any person or entity outside the distribution list without the prior written approval of Calderwood & Harkness LLP. Any inadvertent disclosure does not constitute a waiver of any applicable privilege.

I. EXECUTIVE SUMMARY

This memorandum summarizes the pre-submission conference held on July 22, 2025, at the IRS National Office, 1111 Constitution Avenue NW, Washington, DC 20224, in connection with Solara Digital Infrastructure LP's anticipated request for a private letter ruling ("PLR") relating to its proposed multi-step cross-border reorganization of its fund platform.

Calderwood & Harkness LLP was represented at the conference by Leonard Cross (lead), Sylvia Hartwell, and Robert Jansen. The IRS was represented by the Branch Chief and two staff attorneys from Branch 1 of the Office of the Associate Chief Counsel (International) ("CC:INTL"), as well as one attorney from the Office of the Associate Chief Counsel (Passthroughs & Special Industries) ("CC:PSI"), who attended in a secondary jurisdiction capacity with respect to the Subchapter K rulings.

The purpose of the conference was to discuss the proposed PLR request relating to Solara Digital Infrastructure LP's multi-step cross-border reorganization of its fund platform, specifically the domestication and merger of Cayman Islands and Luxembourg fund vehicles into a newly established Delaware-domiciled master fund structure (the "Solara Consolidated Master Fund LP"). The proposed reorganization involves five discrete transactional steps and encompasses eight specific ruling requests addressing provisions of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations promulgated thereunder.

The overall tone of the conference was constructive and professional. The IRS did not indicate any threshold objection to issuing rulings on the proposed transaction, and the IRS staff appeared to have reviewed the pre-submission materials with care. The IRS did, however, raise substantive questions on several of the eight rulings requested, particularly regarding the following:

• Ruling 3 (IRC § 367 — Inapplicability to Partnership-to-Partnership Transfers): The IRS raised probing questions about the legal basis for the conclusion that §§ 367(a) and 367(b) do not apply to contributions by foreign partnerships to a domestic partnership, and suggested an expanded legal analysis.

• Ruling 5 (IRC § 752 — Liability Shifting): The IRS expressed significant interest in the mechanics of the $1.34 billion in aggregate liabilities being assumed by the Consolidated Master Fund and the resulting shifts in partner-level liability shares, and requested a comprehensive partner-by-partner netting analysis.

• Ruling 7 (IRC § 1446 — Withholding on Cross-Border Transfers): The IRS raised several technical questions regarding the application of both § 1446(a) and § 1446(f) to the contributions and distributions involved in the reorganization, including the relatively novel question of whether dissolution distributions constitute "transfers" within the meaning of § 1446(f).

The IRS suggested additional factual representations and supplemental legal analysis on the foregoing topics, and these should be incorporated into the PLR request before the target submission date of August 15, 2025.

Importantly, the IRS gave no adverse indications on Ruling 1 (IRC § 721(a) — Tax-Free Contributions), Ruling 2 (IRC § 721(b) — Investment Company Exception), Ruling 4 (IRC § 731 — Tax-Free Distributions), Ruling 6 (IRC § 704(c) — Built-In Gain Carryover and Remedial Allocation Method), or Ruling 8 (Entity Classification under Treas. Reg. § 301.7701-3). These five rulings appear to be on strong footing with the IRS, and Calderwood & Harkness anticipates favorable outcomes on each, subject to the standard caveat that pre-submission conference reactions are informal and non-binding.

The sections below provide a detailed account of the conference proceedings, including a ruling-by-ruling summary of IRS feedback, cross-cutting issues raised by the IRS, procedural guidance, action items, and our overall strategic assessment.

II. BACKGROUND AND CONFERENCE LOGISTICS

A. Conference Request

The pre-submission conference was requested by letter from Leonard Cross to CC:INTL dated June 30, 2025 (the "Pre-Submission Conference Request Letter"), proposing a conference date of July 22, 2025. The Pre-Submission Conference Request Letter identified the taxpayer as Solara Digital Infrastructure LP (EIN 82-4917366), described the general nature of the proposed transaction and the rulings to be requested, and included the names and contact information of the Calderwood & Harkness attorneys who would attend the conference.

By email dated July 10, 2025, the IRS confirmed the proposed conference date and time of July 22, 2025, at 10:00 a.m. Eastern Time, at the IRS National Office. The IRS designated Branch 1 of CC:INTL as the primary reviewing branch, given the cross-border nature of the reorganization and the international tax issues implicated by the transaction. The IRS further indicated that CC:PSI would participate in the conference in a secondary jurisdiction capacity with respect to the partnership tax matters arising under Subchapter K of the Code, specifically the rulings requested under IRC §§ 721, 731, 752, and 704(c).

B. Materials Provided to IRS in Advance

In connection with the Pre-Submission Conference Request Letter and in follow-up correspondence, Calderwood & Harkness provided the IRS with the following materials in advance of the conference:

1. Detailed Summary of the Proposed Transaction. A narrative description of the five-step reorganization (the "Five-Step Plan"), including the formation of the new entities, the contributions of portfolio assets, and the dissolution of the Legacy Offshore Vehicles. The summary identified all entities involved in the reorganization and their respective Employer Identification Numbers, as follows:

2. List of Rulings Requested. A concise identification of each of the eight specific rulings to be requested in the PLR submission, numbered Rulings 1 through 8, covering IRC §§ 721(a), 721(b), 367, 731, 752, 704(c), 1446, and entity classification under Treas. Reg. § 301.7701-3, respectively.

3. Summary Organizational Charts. Pre-reorganization and post-reorganization organizational charts depicting the current fund structure (with the four Legacy Offshore Vehicles nested under Fund IV LP and Fund V LP) and the target structure (with the Consolidated Master Fund LP at the center of a master-feeder arrangement). These charts were prepared by Garrett Simmons and reviewed by Leonard Cross and Sylvia Hartwell prior to submission.

4. Brief Description of Business Rationale. A summary of the principal non-tax business purposes for the reorganization, including: (i) an estimated $3.8 million in annual operational cost savings resulting from the elimination of duplicative offshore administration, audit, and regulatory compliance expenses currently incurred across the four Legacy Offshore Vehicles; (ii) the impact of the OECD Pillar Two Global Anti-Base Erosion ("GloBE") rules on the Luxembourg SCSp structures, which become effective for fiscal year 2025 and diminish the tax efficiency of the existing Luxembourg vehicles; (iii) simplification of the fund platform's FATCA and CRS compliance obligations; and (iv) LP-requested governance simplification, as evidenced by the April 22, 2025 meeting of the Limited Partner Advisory Committee ("LPAC"), at which limited partners holding 78% in interest in the aggregate gave preliminary consent to the proposed restructuring.

C. Conference Format

The conference was conducted in person at the IRS National Office and lasted approximately 90 minutes, from 10:00 a.m. to approximately 11:30 a.m. Eastern Time. The format was informal and collegial, consistent with the IRS's standard practice for pre-submission conferences.

Calderwood & Harkness presented a structured overview of the transaction and each of the eight proposed rulings. Leonard Cross led the presentation and responded to the majority of the IRS's questions. Sylvia Hartwell addressed questions relating to the § 752 liability analysis and the subscription credit facility issues. Robert Jansen took detailed notes throughout the conference, which form the basis for this memorandum.

IRS staff asked questions throughout the presentation and provided preliminary reactions to each ruling. The Branch Chief from CC:INTL led the questioning on the IRS side, with the two CC:INTL staff attorneys asking follow-up questions on the § 367 and § 1446 issues, and the CC:PSI attorney asking questions on the § 721, § 731, § 752, and § 704(c) issues.

At the outset of the conference, the Branch Chief emphasized — consistent with standard IRS practice — that the reactions provided during the conference are informal and non-binding, and that the formal ruling process commences only upon receipt of the complete PLR request and the applicable user fee. The Branch Chief noted that the purpose of the pre-submission conference is to facilitate a constructive dialogue about the proposed transaction and rulings so that Calderwood & Harkness can prepare the most complete and well-supported PLR request possible, thereby expediting the formal review process.

III. DETAILED SUMMARY OF IRS FEEDBACK BY RULING

This section provides a ruling-by-ruling summary of the IRS's questions and preliminary reactions during the conference. For each ruling, we set forth the IRS's overall reaction, the specific questions asked, the additional detail or analysis requested by the IRS, and our assessment of the likelihood of obtaining a favorable ruling.

A. Ruling 1 — IRC § 721(a): Tax-Free Contributions (Steps 2–4)

Proposed Ruling. That the contributions of portfolio assets by 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) to the Solara Consolidated Master Fund LP in exchange for limited partnership interests in the Consolidated Master Fund LP qualify for nonrecognition of gain or loss under IRC § 721(a).

IRS Reaction. The IRS's reaction to Ruling 1 was generally favorable. The IRS appeared comfortable with the conclusion that the contributions described in Steps 2, 3, and 4 of the Five-Step Plan qualify for nonrecognition treatment under § 721(a), which provides 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. The CC:PSI attorney, in particular, appeared well-versed in the applicable law and expressed no substantive concerns about the application of § 721(a) to the facts as presented.

IRS Questions. The IRS asked the following questions regarding Ruling 1:

Completeness of Contributions. The IRS confirmed that the contributions involve all assets of each contributing partnership — that is, each Legacy Offshore Vehicle will contribute its entire portfolio of investments and related assets to the Consolidated Master Fund LP, rather than making selective contributions of certain assets while retaining others. Calderwood & Harkness confirmed that this is a complete contribution of each vehicle's entire portfolio, including all equity and debt interests in portfolio companies, cash and cash equivalents, and related contractual rights.

Post-Contribution Retained Assets. The IRS asked whether any of the contributing partnerships will retain any assets following the contribution. Calderwood & Harkness confirmed that after the completion of its respective contribution step, each Legacy Offshore Vehicle will hold only its limited partnership interest in the Consolidated Master Fund LP and any immaterial administrative assets (e.g., residual cash balances in operating accounts, which are expected to be de minimis). The Legacy Offshore Vehicles will subsequently be dissolved in Step 5, at which time they will distribute their interests in the Consolidated Master Fund LP to their respective limited partners.

Timing of Contributions. The IRS asked for clarification on the timing and sequencing of the contributions. Calderwood & Harkness confirmed the target dates as follows: Step 2 (contribution by Fund IV-A (Cayman) LP) is targeted for October 1, 2025; Step 3 (contribution by Fund IV-B (Luxembourg) SCSp) is targeted for October 15, 2025; and Step 4 (contribution by Fund V-A (Cayman) LP and Fund V-B (Luxembourg) SCSp) is targeted for November 1, 2025.

Agency / Conduit Representations. The IRS requested an explicit representation in the PLR request that the contributing partnerships are not acting as agents or conduits for their respective limited partners in making the contributions. The IRS wanted assurance that the transactions are properly characterized as contributions by the partnerships themselves — as entities — to the Consolidated Master Fund LP, in exchange for partnership interests, and not as disguised distributions to partners followed by re-contributions by such partners.

Additional Detail Requested. The IRS requested confirmation of aggregate financial figures for the contributed assets. Specifically, the IRS would like to see in the PLR request: the total fair market value ("FMV") of all assets transferred (which Calderwood & Harkness confirmed to be $7.75 billion), the total adjusted tax basis of all assets transferred ($6.03 billion), and the total built-in gain ($1.72 billion). In addition, the IRS indicated that it would like to review a complete schedule of each contributing entity's assets, including FMV, basis, and built-in gain for each asset. Calderwood & Harkness confirmed that this schedule will be prepared and included as PLR Exhibit D.

Carryover Basis / Holding Period. The IRS had no questions regarding the corollary conclusions that the Consolidated Master Fund LP will take a carryover basis in the contributed assets under IRC § 723 and that the holding period of the contributed assets in the hands of the Consolidated Master Fund LP will include the period during which such assets were held by the contributing partnerships under IRC § 1223(2). The IRS appeared to consider these conclusions as straightforward corollaries of § 721(a) treatment, warranting no independent analysis.

Assessment. Based on the IRS's reaction, a favorable ruling on Ruling 1 appears likely. The legal analysis is well-established, the facts are straightforward, and the IRS raised no substantive objections. The additional detail requested is factual and representational in nature, and Calderwood & Harkness does not anticipate difficulty in providing the requested information.

B. Ruling 2 — IRC § 721(b): Investment Company Exception

Proposed Ruling. That the contributions described in Steps 2 through 4 do not result in the Consolidated Master Fund LP being treated as an "investment company" within the meaning of IRC § 721(b), and accordingly, § 721(b) does not cause gain to be recognized on the contributions.

IRS Reaction. The IRS's reaction to Ruling 2 was generally favorable. The CC:PSI attorney acknowledged that the portfolio consists of operating company interests in digital infrastructure — specifically, data centers, fiber-optic networks, edge computing infrastructure, and enterprise SaaS businesses — which are distinguishable from the passive investment assets (stocks, securities, and similar portfolio holdings) that § 721(b) is designed to address. The IRS appeared to understand that the Solara fund platform is a private equity fund investing in operating businesses, not a portfolio of marketable securities.

IRS Questions. The IRS asked the following questions regarding Ruling 2:

Representative Portfolio Company Descriptions. The IRS asked for detailed descriptions of the business operations of representative portfolio companies, focusing on five of the most significant holdings. Calderwood & Harkness provided the following summary descriptions during the conference:

• NovaBright Data Systems Inc. — a data center operator with facilities in Northern Virginia, Dallas, and Phoenix; FMV approximately $890 million, adjusted tax basis approximately $520 million. NovaBright designs, constructs, and operates hyperscale and colocation data center facilities, providing hosting, interconnection, and managed infrastructure services to enterprise customers.

• Crestline Cloud Solutions LLC — an enterprise SaaS platform provider; FMV approximately €340 million ($367 million), adjusted tax basis approximately €195 million ($211 million). Crestline develops and markets cloud-based enterprise resource planning and supply chain management software solutions.

• Veridian Edge Computing Corp. — an edge computing infrastructure company; FMV approximately $1.12 billion, adjusted tax basis approximately $780 million. Veridian deploys and operates micro data centers and edge computing nodes across the United States, providing low-latency computing services to telecommunications carriers and content delivery networks.

• Thorngate Fiber Networks LP — a fiber-optic network operator; FMV approximately $670 million, adjusted tax basis approximately $490 million. Thorngate owns and operates long-haul and metropolitan fiber-optic networks in the eastern United States, providing dark fiber, wavelength, and managed connectivity services.

• Helix SaaS Holdings Ltd. — a SaaS holding company; FMV approximately $445 million, adjusted tax basis approximately $310 million. Helix acquires and operates vertical SaaS businesses serving the healthcare, financial services, and logistics industries.

Passive Investment Assets on Portfolio Company Balance Sheets. The IRS asked whether any portfolio company holds a material amount of passive investment assets — such as cash, marketable securities, or loans — on its own balance sheet. This question relates to the "look-through" aspect of the investment company analysis. Calderwood & Harkness represented that, based on information from the client, the portfolio companies are operating businesses that hold only ordinary working capital and do not hold material amounts of passive investment assets. Calderwood & Harkness committed to confirming this representation with the client and including appropriate factual representations in the PLR request.

Analysis at Contributed-Asset and Partnership Levels. The IRS noted that the analysis under Treas. Reg. § 1.351-1(c)(1)(ii) (applied by analogy to § 721(b)) should be conducted at both the contributed-asset level and the resulting partnership level. Specifically, the IRS wanted assurance that the assets being contributed are not themselves "stocks, securities, or other investment assets" and that the resulting partnership (the Consolidated Master Fund LP) would not itself be classified as an investment company as a result of the contributions. The IRS also requested an explicit representation that diversification is not the purpose or effect of the transfers — i.e., that the contributions are not designed to achieve a diversification of the contributing partnerships' holdings through pooling of assets that would otherwise be concentrated.

Additional Detail Requested. The IRS requested a representation describing each of the 23 portfolio companies (11 held by the Fund IV vehicles and 12 held by the Fund V vehicles) as operating companies, with a brief characterization of each company's principal business activity. The IRS also requested additional factual detail on any portfolio company that might hold significant liquid assets, including cash balances, short-term investments, or other assets that could be characterized as passive investment property. Calderwood & Harkness will coordinate with Stefan Dalmqvist to obtain the necessary information for all 23 portfolio companies.

Assessment. A favorable ruling on Ruling 2 appears likely, assuming the representations regarding the operating nature of the portfolio companies are adequately supported by the facts. The digital infrastructure and enterprise SaaS portfolio described by the client is, on its face, far removed from the type of passive investment portfolio that § 721(b) targets. Calderwood & Harkness does not anticipate significant difficulty on this ruling.

C. Ruling 3 — IRC § 367: Inapplicability to Partnership-to-Partnership Transfers

Proposed Ruling. That IRC §§ 367(a) and 367(b) do not apply to the contributions of portfolio assets by the four Legacy Offshore Vehicles (each a foreign partnership for U.S. federal income tax purposes) to the Consolidated Master Fund LP (a domestic partnership), because §§ 367(a) and 367(b) by their terms apply only to transfers involving "corporations" (foreign or domestic) and have no application to transfers between or among partnerships.

IRS Reaction. This was the most substantively discussed ruling during the conference. The IRS did not disagree with the fundamental legal position that §§ 367(a) and 367(b), by their plain statutory terms, apply only to exchanges described in certain enumerated Code sections (primarily §§ 332, 351, 354, 355, 356, and 361) that involve transfers to or from "corporations," and should not apply to a contribution by a foreign partnership to a domestic partnership. However, the IRS raised several probing and thoughtful questions that suggest this ruling will receive close scrutiny during the formal review process.

IRS Questions. The IRS posed the following questions regarding Ruling 3:

Entity Classification of Contributing Foreign Partnerships. The IRS asked whether any of the four contributing foreign partnerships (Fund IV-A (Cayman) LP, Fund IV-B (Luxembourg) SCSp, Fund V-A (Cayman) LP, and Fund V-B (Luxembourg) SCSp) could be reclassified as corporations for U.S. federal income tax purposes — i.e., whether any entity has elected or defaulted to corporate classification under the check-the-box regulations of Treas. Reg. § 301.7701-3. This is a threshold question, because if any contributing entity were classified as a corporation, the contribution of its assets to the Consolidated Master Fund LP could constitute a transfer subject to § 367. Calderwood & Harkness confirmed that all four foreign entities have been, and will continue to be, treated as partnerships for U.S. federal income tax purposes. Each has filed the appropriate Form 8832 election, and none has made an election to be classified as a corporation or is treated as a per se corporation under Treas. Reg. § 301.7701-2(b)(8).

Outbound Intangible Property Transfers — § 367(d). The IRS asked about the nature of the assets being transferred and specifically whether any of the transferred assets constitute intangible property that might raise concerns under IRC § 367(d), which addresses outbound transfers of intangible property to foreign corporations. Calderwood & Harkness noted that the transfers at issue are "inbound" from the perspective of the contributing foreign entities — that is, the foreign partnerships are transferring assets into a domestic partnership — and are therefore the inverse of the outbound transfer scenario addressed by § 367(d). Moreover, § 367(d) applies only to transfers to "foreign corporations," not to transfers to domestic partnerships. Calderwood & Harkness represented that § 367(d) is inapposite on its terms.

Look-Through to Partners of Foreign Partnerships. The IRS asked whether it should consider a "look-through" approach to the partners of the foreign partnerships — specifically, whether any partner of the contributing foreign partnerships is itself a foreign corporation that might trigger § 367 on a deemed transfer basis. The premise of this question is that if a foreign corporate partner of a foreign partnership is deemed to make a contribution to a domestic partnership (through the foreign partnership's contribution), § 367 might apply at the partner level. Calderwood & Harkness acknowledged this as a theoretical concern but noted that there is no statutory or regulatory basis for such look-through treatment in this context. The aggregate theory of partnership taxation would support a look-through analysis in some circumstances, but the entity theory — which treats the partnership as the contributor of property — is the operative framework under § 721(a), and § 367 does not contain any provision authorizing or requiring a look-through to the partners of a contributing partnership.

Specific Non-U.S. Limited Partners. The IRS asked specifically about two significant non-U.S. investors: Nordhaven Sovereign Wealth Fund (which holds a $380 million commitment in Fund IV-A (Cayman) LP and a $500 million commitment in Fund V-A (Cayman) LP) and Kestrel Pacific Insurance Group (which holds a €200 million commitment in Fund IV-B (Luxembourg) SCSp and a €275 million commitment in Fund V-B (Luxembourg) SCSp). The IRS inquired whether either entity is organized as a corporate entity that might trigger § 367 concerns at the partner level if a look-through analysis were applied. Calderwood & Harkness indicated that it understood Nordhaven Sovereign Wealth Fund to be organized as a state-owned investment fund under the laws of the Kingdom of Nordhaven and Kestrel Pacific Insurance Group to be organized as an insurance holding company under the laws of Australia, but noted that further factual development on this point would be included in the PLR request.

Limited Published Guidance. The IRS noted that there is limited published guidance on the application of § 367 to partnership-to-partnership transfers, and that this area remains somewhat uncharted in IRS rulings and published administrative guidance. The Branch Chief suggested that the PLR request include a thorough discussion of the legislative history of § 367, with particular emphasis on the 1997 amendments and regulations, which refined the scope of § 367 but did not extend its reach to partnership transactions. The Branch Chief indicated that a well-developed legal analysis on this point would facilitate the review process and enhance the likelihood of a favorable ruling.

Additional Detail Requested. Based on the foregoing questions, the IRS requested the following additional detail and analysis for inclusion in the PLR request:

• An expanded legal analysis addressing the absence of § 367 from the partnership provisions in Subchapter K, including a discussion of the statutory text, legislative history, and the 1997 regulations under § 367.

• Explicit representations confirming the entity classification of each contributing foreign partnership as a partnership (not a corporation) under the check-the-box regulations of Treas. Reg. § 301.7701-3, including identification of the relevant Form 8832 elections.

• A discussion of the character and type of assets being transferred, with an explanation of why the transferred assets are operating business interests rather than intangible property that would raise § 367(d) concerns.

• A description of the organizational form and tax classification of each major non-U.S. limited partner that will flow into the Solara International Feeder (Cayman) LP, to address the IRS's look-through inquiry.

Assessment. Calderwood & Harkness's assessment of Ruling 3 is cautiously favorable. The IRS appeared receptive to the statutory argument that § 367 does not apply to partnership-to-partnership transfers, and the plain language of the statute strongly supports this conclusion. However, the IRS will clearly want robust legal analysis and comprehensive factual representations, and this ruling may take longer to process than the others given the limited published precedent. Calderwood & Harkness recommends that the PLR request include a dedicated supplemental legal analysis section — potentially running five to eight pages — specifically addressing the § 367 inapplicability argument in depth. Robert Jansen will take the lead on drafting this expanded analysis.

D. Ruling 4 — IRC § 731: Tax-Free Distributions (Step 5)

Proposed Ruling. That the distributions of Consolidated Master Fund LP interests by the four Legacy Offshore Vehicles to their respective limited partners, in complete liquidation of the Legacy Offshore Vehicles in Step 5, qualify for nonrecognition of gain or loss under IRC § 731(a).

IRS Reaction. The IRS's reaction to Ruling 4 was generally favorable. The IRS appeared comfortable with the conclusion that the dissolution of each Legacy Offshore Vehicle and the distribution of its sole remaining asset — its limited partnership interest in the Consolidated Master Fund LP — to the Legacy Offshore Vehicle's limited partners constitutes a tax-free distribution of property under § 731(a). This section of the Code provides that, in the case of a distribution by a partnership to a partner, gain is not recognized to such partner except to the extent that any money distributed exceeds the adjusted basis of the partner's interest in the partnership.

IRS Questions. The IRS asked the following questions regarding Ruling 4:

Nature of Distributed Property. The IRS confirmed that the property distributed in Step 5 consists solely of limited partnership interests in the Consolidated Master Fund LP — i.e., no cash, marketable securities, or other property is distributed alongside the partnership interests. Calderwood & Harkness confirmed that this is the case. The distributions will consist exclusively of partnership interests in the Consolidated Master Fund LP, with each limited partner receiving a pro rata allocation of such interests based on its proportionate interest in the dissolving Legacy Offshore Vehicle.

Zero or Negative Basis Partners. The IRS asked whether any limited partner's outside basis in its interest in the dissolving partnership is at or near zero, such that even a nominal cash distribution could trigger gain recognition under § 731(a)(1). Calderwood & Harkness represented that, based on available data, no limited partner has a zero or negative outside basis in any Legacy Offshore Vehicle. However, Calderwood & Harkness noted that it would need to confirm this representation with Caldwell Pierce & Co. LLP ("Caldwell Pierce"), the fund's independent tax accountants, who maintain the partner-level capital account and basis records.

Complete vs. Partial Liquidation. The IRS asked whether the dissolution distributions will be made in complete liquidation of the limited partners' entire interests in the Legacy Offshore Vehicles (as opposed to partial distributions). Calderwood & Harkness confirmed that Step 5 involves the complete liquidation and dissolution of each Legacy Offshore Vehicle. Each Legacy Offshore Vehicle will distribute its entire interest in the Consolidated Master Fund LP to all of its limited partners and will then be wound up and dissolved under the applicable laws of its jurisdiction of formation (the Cayman Islands or Luxembourg, as applicable).

Additional Detail Requested. The IRS requested that the PLR request include an explicit representation regarding the nature of the distributed property (solely partnership interests in the Consolidated Master Fund LP) and a confirmation that no money or other property is distributed in connection with the liquidation of the Legacy Offshore Vehicles.

Assessment. A favorable ruling on Ruling 4 appears likely. The legal analysis under § 731(a) is well-established, and the facts are straightforward. The only potential area of concern — the zero-basis issue — is factual in nature and should be resolved through coordination with Caldwell Pierce.

E. Ruling 5 — IRC § 752: Liability Shifting

Proposed Ruling. That the assumption by the Consolidated Master Fund LP of the liabilities of the four Legacy Offshore Vehicles in connection with the contributions in Steps 2 through 4, and the resulting shifts in partner-level liability shares, will be treated as deemed contributions of money and deemed distributions of money under IRC § 752(a) and § 752(b), respectively, and that such deemed contributions and deemed distributions will not result in gain recognition to any partner under IRC § 731.

IRS Reaction. This was the second most substantively discussed ruling during the conference. The IRS expressed significant interest in the mechanics of the liability assumption and the resulting shifts in partner-level liability shares. The CC:PSI attorney, in particular, asked detailed questions about the $1.34 billion in aggregate liabilities that will be assumed by the Consolidated Master Fund LP, and expressed the view that the PLR request must include a comprehensive liability analysis with partner-level detail.

IRS Questions. The IRS posed the following questions regarding Ruling 5:

Recourse vs. Nonrecourse Classification. The IRS asked for a detailed breakdown of the $1.34 billion in aggregate liabilities — specifically, what portion constitutes recourse debt and what portion constitutes nonrecourse debt, and how each liability is classified under the applicable Treasury Regulations. The IRS noted that the distinction between recourse and nonrecourse debt is critical to the allocation of liabilities among partners under Treas. Reg. §§ 1.752-1, 1.752-2 (recourse liabilities), and 1.752-3 (nonrecourse liabilities), and that the allocation methodology determines the magnitude of the deemed contributions and deemed distributions at the partner level.

Tiered Partnership Rules. The IRS asked how the tiered partnership rules under Treas. Reg. § 1.752-4 apply in this context. Specifically, the IRS noted that the reorganization will create a multi-tier structure: the Legacy Offshore Vehicles will become partners in the Consolidated Master Fund LP (at least temporarily, prior to their dissolution in Step 5), and after Step 5, the feeder entities (the International Feeder and the Tax-Exempt Feeder) will become partners in the Consolidated Master Fund LP. The IRS wanted to understand how the allocation of liabilities cascades through these tiers and whether the tiered partnership rules create any complications for the netting analysis.

Netting Analysis Under Treas. Reg. § 1.752-1(f). The IRS expressed concern about the netting analysis under Treas. Reg. § 1.752-1(f). Specifically, the IRS asked whether the simultaneous deemed contributions of money (resulting from the assumption of liabilities by the Consolidated Master Fund LP, which increases each partner's share of partnership liabilities) and the deemed distributions of money (resulting from the relief of each partner's share of the Legacy Offshore Vehicle's liabilities) truly net to zero for all partners, or whether any individual partner might experience a net deemed distribution in excess of its outside basis, thereby triggering gain recognition under § 731(a)(1). The IRS noted that even small differences in liability allocation between the old structure and the new structure could, for a partner with a relatively low outside basis, result in gain recognition.

Subscription Credit Facilities. The IRS asked specifically about the subscription credit facilities maintained by the fund vehicles. Calderwood & Harkness identified the two principal credit facilities: (i) the $1.1 billion Fund IV revolving credit facility with Ashford National Bank, and (ii) the $1.5 billion Fund V revolving credit facility with Ashford National Bank and Sentinel Capital Markets, as co-lenders. The IRS asked whether these facilities are liabilities of the fund vehicles (i.e., the partnerships) or liabilities of the limited partners individually, and how they are treated for purposes of § 752.

The IRS noted that subscription credit facilities are secured by the unfunded capital commitments of the limited partners — i.e., the lenders' recourse runs to the LPs' obligations to fund their capital commitments when called by the general partner. This security arrangement raises questions about whether such facilities should be classified as recourse liabilities (because the lenders have recourse to the LPs' unfunded commitments) or nonrecourse liabilities (because the lenders do not have recourse to the partnership's assets beyond the capital call mechanism). The classification of these facilities materially affects the allocation of liabilities under § 752 and, consequently, the netting analysis.

Additional Detail Requested. Based on the foregoing questions, the IRS requested the following additional detail for inclusion in the PLR request:

• A complete liability schedule breaking out recourse versus nonrecourse classification for each component of the $1.34 billion in portfolio-level liabilities.

• A separate and detailed analysis of the subscription credit facilities and their treatment under § 752, including the classification of such facilities as recourse or nonrecourse liabilities and the allocation of such liabilities among partners.

• A partner-by-partner netting analysis showing the deemed contribution and deemed distribution for each limited partner (or, at minimum, for representative limited partners in each of the three principal categories: U.S. taxable investors, U.S. tax-exempt investors, and non-U.S. investors).

• An explicit representation that no partner will experience a net deemed distribution in excess of its outside basis as a result of the liability shifts occurring in connection with the reorganization.

• This analysis will be central to PLR Exhibit E.

Assessment. The IRS is open to ruling favorably on Ruling 5 but requires substantially more detail than was provided in the pre-submission materials. The § 752 analysis must be comprehensive and supported by partner-level data. Garrett Simmons's updated § 752 liability allocation model should be refined and included as a supporting exhibit to the PLR request. Coordination with Caldwell Pierce (Helen Okamoto) for partner-level basis data is essential. Calderwood & Harkness notes that this is an area where the precision of the financial modeling will be critical to the IRS's comfort level.

F. Ruling 6 — IRC § 704(c): Built-In Gain Carryover and Remedial Allocation Method

Proposed Ruling. That the § 704(c) built-in gain accounts attributable to the contributed assets will carry over to the Consolidated Master Fund LP, and that the Consolidated Master Fund LP will apply the remedial allocation method under Treas. Reg. § 1.704-3(d) to such built-in gain.

IRS Reaction. The IRS's reaction to Ruling 6 was favorable. The IRS appeared comfortable with the well-established principle that, when property with built-in gain is contributed to a partnership under § 721, the partnership must allocate income, gain, loss, and deduction with respect to such property in a manner that takes into account the built-in gain at the time of contribution, and that this obligation carries over when contributed property is subsequently transferred in a partnership-to-partnership transaction.

IRS Questions. The IRS asked the following questions regarding Ruling 6:

Aggregate Built-In Gain. The IRS confirmed the total built-in gain across all transferred assets: $1.72 billion, which is the difference between the aggregate FMV of $7.75 billion and the aggregate adjusted tax basis of $6.03 billion.

Current § 704(c) Method. The IRS asked which § 704(c) allocation method the Legacy Offshore Vehicles currently use. Calderwood & Harkness confirmed that all four Legacy Offshore Vehicles use the remedial allocation method under Treas. Reg. § 1.704-3(d). This method was selected at the inception of each fund as the most appropriate method for a private equity fund that holds appreciated operating company interests with substantial built-in gain.

Continuation of Method by Consolidated Master Fund LP. The IRS asked whether the Consolidated Master Fund LP will adopt the same method — i.e., the remedial allocation method — for the contributed properties. Calderwood & Harkness confirmed that the Consolidated Master Fund LP will continue to use the remedial allocation method for all contributed properties with existing § 704(c) built-in gain accounts.

Consistency of Method. The IRS noted that consistency of method is important and that the PLR request should include a representation that the remedial allocation method will not be changed for the contributed properties. The IRS appeared to view this as a straightforward matter, consistent with the general principle that a partnership's choice of § 704(c) method for a particular property is intended to be permanent and should carry over to a successor partnership.

Additional Detail Requested. The IRS requested a representation that the Consolidated Master Fund LP will use the remedial allocation method under Treas. Reg. § 1.704-3(d) for all contributed properties, together with a schedule of built-in gain by property (cross-referencing the complete asset schedule to be included as PLR Exhibit D).

Assessment. A favorable ruling on Ruling 6 appears likely. The legal principles are well-established, the facts are straightforward, and the IRS raised no substantive objections. The additional detail requested is factual and representational in nature.

G. Ruling 7 — IRC § 1446: Withholding on Cross-Border Transfers

Proposed Ruling. That the contributions in Steps 2 through 4 and the distributions in Step 5 do not give rise to withholding obligations under IRC § 1446(a) or § 1446(f).

IRS Reaction. The IRS's reaction to Ruling 7 was mixed. The IRS raised several technical questions that indicate this ruling may face significant scrutiny during the formal review process. The questions centered on the interaction between § 1446 and the nonrecognition provisions of §§ 721 and 731, as well as the relatively novel question of whether the dissolution distributions in Step 5 constitute "transfers" within the meaning of § 1446(f).

IRS Questions. The IRS posed the following questions regarding Ruling 7:

ECI-Generating Portfolio Companies. The IRS asked whether any of the contributed assets generate effectively connected income ("ECI") — that is, income that is effectively connected with the conduct of a trade or business within the United States. The IRS focused on three portfolio companies with significant U.S. physical operations:

• NovaBright Data Systems Inc. — a data center operator with physical data center facilities in Northern Virginia, Dallas, and Phoenix. The IRS noted that a company operating data centers at multiple U.S. locations would appear to be engaged in a U.S. trade or business.

• Thorngate Fiber Networks LP — a fiber-optic network operator owning and operating long-haul and metropolitan fiber-optic networks in the eastern United States. The IRS similarly noted that ownership and operation of physical fiber-optic infrastructure in the United States would appear to constitute a U.S. trade or business.

• Veridian Edge Computing Corp. — an edge computing infrastructure company deploying and operating micro data centers and edge computing nodes across the United States. The IRS noted that this company, too, would appear to be engaged in a U.S. trade or business.

The IRS observed that to the extent these portfolio companies generate ECI, contributions and distributions involving interests in these companies — when non-U.S. partners are involved — could trigger withholding obligations under § 1446.

Interaction Between § 1446(a) and § 721 Nonrecognition. The IRS asked about the interaction between § 1446(a) and the § 721 nonrecognition conclusion. Specifically, the IRS asked whether it can rule that nonrecognition treatment under § 721 means there is no "effectively connected taxable income" ("ECTI") subject to withholding under § 1446(a). The IRS observed that § 1446(a) imposes a withholding obligation on a partnership that has ECTI allocable to a foreign partner, and asked whether a nonrecognition transaction — in which no gain or loss is recognized — produces any ECTI. Calderwood & Harkness took the position that, by definition, a transaction qualifying for nonrecognition under § 721 does not produce taxable income (whether effectively connected or otherwise), and therefore § 1446(a) should have no application. The IRS appeared open to this argument but wanted to see it developed in the PLR request.

§ 1446(f) — Transfers of Partnership Interests. The IRS raised the question of whether the Step 5 distributions to non-U.S. limited partners — who will receive Consolidated Master Fund LP interests in dissolution of the Legacy Offshore Vehicles and will then roll such interests into the Solara International Feeder (Cayman) LP — could be treated as dispositions of interests in partnerships engaged in a U.S. trade or business. Section 1446(f), which was added by the Tax Cuts and Jobs Act of 2017, applies to transfers of interests in partnerships engaged in a U.S. trade or business and imposes a 10% withholding obligation on the transferee. The IRS wanted to understand whether the dissolution distributions — in which a partnership distributes property to its partners in complete liquidation — constitute "transfers" within the meaning of § 1446(f).

This is a significant question. The statutory text of § 1446(f)(1) refers to "any disposition of an interest" in a partnership, and the term "disposition" could potentially encompass a liquidating distribution of a partnership interest. However, Calderwood & Harkness's preliminary view is that a liquidating distribution by a partnership to its own partners is not a "disposition" by the partner of its interest in the distributing partnership within the meaning of § 1446(f), because the partner is not disposing of its interest in any partnership — rather, the partnership is distributing property to the partner in liquidation. This distinction is important and will require careful development in the PLR request.

Treaty Implications — Nordhaven Sovereign Wealth Fund. The IRS asked about Nordhaven Sovereign Wealth Fund's treaty position. Specifically, the IRS asked whether the Kingdom of Nordhaven has a bilateral income tax treaty with the United States that might provide withholding relief under § 1446(a) or § 1446(f). Calderwood & Harkness noted that Jason Tremaine at Bramhall & Quelwick LLP is independently analyzing treaty implications for Nordhaven Sovereign Wealth Fund and that the PLR request would focus on the statutory analysis under § 1446 rather than the application of any particular income tax treaty. The IRS appeared to accept this approach.

Additional Detail Requested. Based on the foregoing questions, the IRS requested the following additional detail and analysis for inclusion in the PLR request:

• A detailed analysis of whether the contributions in Steps 2 through 4 are "transfers" subject to § 1446(f), or whether § 1446(f) is inapplicable because the contributing partnerships (not their individual partners) are the transferors and the contributions are to a partnership (not a disposition of a partnership interest).

• An analysis of whether the distributions in Step 5 are "transfers" or "dispositions" subject to § 1446(f), or whether the dissolution of a partnership and the distribution of property to its partners in complete liquidation does not constitute a "disposition" within the meaning of § 1446(f).

• Identification of which portfolio companies generate ECI and an analysis of the ECI character of the assets being contributed to the Consolidated Master Fund LP.

• A representation regarding the non-U.S. investors' status and the inapplicability of § 1446(a) to nonrecognition transactions in which no ECTI is allocated to foreign partners.

Assessment. This ruling may face the most scrutiny of any of the eight requested rulings. The § 1446(f) issue is relatively novel in the context of partnership reorganizations, and the limited published guidance on the application of § 1446(f) to non-sale transactions creates uncertainty. Calderwood & Harkness recommends expanding the § 1446 analysis in the PLR request to separately address subsections (a) and (f), and including robust factual representations about the nature of the transactions. This is an area where the IRS may request supplemental submissions after the initial filing, and Calderwood & Harkness should be prepared for that possibility. Robert Jansen will take the lead on developing the expanded § 1446 analysis.

H. Ruling 8 — Entity Classification Under Treas. Reg. § 301.7701-3

Proposed Ruling. That the three newly formed entities — Solara Consolidated Master Fund LP, Solara International Feeder (Cayman) LP, and Solara Tax-Exempt Feeder (Cayman) LP — are each properly classified as partnerships for U.S. federal income tax purposes under the check-the-box regulations of Treas. Reg. § 301.7701-3.

IRS Reaction. The IRS's reaction to Ruling 8 was favorable and straightforward. The IRS had no concerns about partnership classification for the three new entities. The Branch Chief noted that this ruling is largely ministerial in nature.

IRS Questions. The IRS asked the following questions regarding Ruling 8:

Form 8832 Elections. The IRS confirmed that Form 8832 check-the-box elections will be timely filed for each of the three new entities. Calderwood & Harkness confirmed this.

Effective Dates of Elections. The IRS asked about the effective dates of the Form 8832 elections relative to the reorganization steps. Calderwood & Harkness noted that the elections will be effective as of September 15, 2025, the targeted formation date for the new entities under Step 1 of the Five-Step Plan. This date is well in advance of Steps 2 through 5, which commence on October 1, 2025 and conclude on December 1, 2025, ensuring that the entity classification of the new entities is established and effective before any of the substantive transactional steps occur.

No Substantive Concerns. The IRS expressed no substantive concerns regarding the partnership classification of any of the three new entities and indicated that it considers this ruling to be straightforward.

Additional Detail Requested. The IRS requested that copies of the Form 8832 elections (or, if not yet executed, draft elections) be attached to the PLR request as exhibits.

Assessment. A favorable ruling on Ruling 8 is essentially assured. This is the most straightforward of the eight rulings, and the IRS's lack of substantive questions confirms Calderwood & Harkness's expectation that this ruling will be issued without difficulty.

IV. ADDITIONAL IRS QUESTIONS AND COMMENTS — CROSS-CUTTING ISSUES

In addition to the ruling-specific questions summarized above, the IRS raised several cross-cutting issues that apply to the reorganization as a whole. These issues are addressed below.

A. Business Purpose and Anti-Abuse

The IRS asked about the business purpose for the reorganization beyond any tax benefits that might result from the restructuring. This question is standard in the PLR context and reflects the IRS's interest in ensuring that the proposed transaction is not a tax-motivated scheme lacking economic substance.

Calderwood & Harkness presented the four principal non-tax business motivations for the reorganization:

(i) Operational Cost Savings. An estimated $3.8 million in annual operational cost savings resulting from the elimination of duplicative offshore administration, audit, and regulatory compliance expenses currently incurred across the four Legacy Offshore Vehicles. These costs include fund administration fees paid to offshore fund administrators, separate audit fees for each offshore vehicle, Cayman Islands regulatory fees (CIMA registration and ongoing compliance), Luxembourg regulatory fees (CSSF reporting and ongoing compliance), and duplicative legal fees for maintaining the governance structures of four separate offshore entities.

(ii) Pillar Two GloBE Impact. The OECD Pillar Two Global Anti-Base Erosion ("GloBE") rules, which impose a global minimum tax on large multinational enterprises, are diminishing the tax efficiency of the Luxembourg SCSp structures effective for fiscal year 2025. The GloBE rules apply to constituent entities within groups with consolidated revenue exceeding €750 million, and the Solara fund platform exceeds this threshold. The continued use of the Luxembourg SCSp structures no longer provides the same tax efficiencies that motivated their original establishment.

(iii) FATCA/CRS Simplification. The current multi-vehicle structure requires separate FATCA and CRS compliance programs for each offshore entity, with separate reporting obligations to the Cayman Islands Tax Information Authority and the Luxembourg tax authorities. Consolidation into a single master-feeder structure with one domestic master fund and two offshore feeders will simplify the FATCA/CRS compliance burden.

(iv) LP-Requested Governance Simplification. At the April 22, 2025 meeting of the Limited Partner Advisory Committee, limited partners holding 78% in interest in the aggregate gave preliminary consent to the proposed restructuring. Several significant limited partners, including institutional investors with holdings across multiple fund vehicles, had expressed frustration with the complexity of the multi-vehicle governance structure and the associated reporting burden.

The IRS appeared satisfied with the non-tax business purposes articulated by Calderwood & Harkness but requested that the PLR submission include a detailed representation regarding each business purpose, supported by specific factual detail. The IRS suggested that the representation include, where possible, quantitative support for the cost savings estimate and documentation of the LP-requested governance simplification (such as excerpts from LPAC meeting minutes or LP correspondence).

The IRS also briefly asked about the step transaction doctrine — specifically, whether the five steps of the reorganization should be integrated and treated as a single transaction for tax purposes, and, if so, whether the integrated transaction changes the tax analysis. Calderwood & Harkness noted that even if the five steps are integrated under the step transaction doctrine, the result is the same: the assets of the foreign partnerships are contributed to the domestic Consolidated Master Fund LP in exchange for partnership interests (qualifying for nonrecognition under § 721(a)), followed by the distribution of those partnership interests to the limited partners (qualifying for nonrecognition under § 731(a)). Integration does not change the ultimate tax consequences.

The IRS gave no indication that it would invoke the anti-abuse rule of Treas. Reg. § 1.701-2, which permits the IRS to recast transactions that are inconsistent with the intent of Subchapter K. Calderwood & Harkness does not believe the anti-abuse rule is applicable to the reorganization, and the IRS's silence on this point is consistent with that assessment.

B. FIRPTA / IRC § 897 — U.S. Real Property Interest Analysis

The IRS raised a question about whether certain portfolio companies — specifically data center operators (such as NovaBright Data Systems Inc.) and fiber-optic network operators (such as Thorngate Fiber Networks LP) — hold U.S. real property interests ("USRPIs") as defined in IRC § 897. Section 897 imposes tax on gain recognized by a foreign person from the disposition of a USRPI, and § 897(c)(1)(A) defines "U.S. real property interest" to include an interest in real property located in the United States and an interest in a "United States real property holding corporation."

The IRS's question raises a legitimate issue. Data center facilities and fiber-optic infrastructure may constitute "real property" for purposes of § 897, and if a portfolio company's U.S. real property assets represent 50% or more of the fair market value of its total assets, such company could be classified as a "United States real property holding corporation" under § 897(c)(2). If any portfolio company interest constitutes a USRPI, the transfers to the Consolidated Master Fund LP could have FIRPTA implications for non-U.S. partners.

The IRS suggested that the PLR request include a brief FIRPTA analysis addressing whether any portfolio company interests constitute USRPIs, or, alternatively, an explicit representation that the ruling request does not cover FIRPTA issues and that the parties reserve the FIRPTA analysis for separate determination. The IRS indicated that either approach would be acceptable.

Calderwood & Harkness will evaluate whether to include a full FIRPTA analysis in the PLR request or to carve out the FIRPTA issue with appropriate reservations. This decision will be made by Leonard Cross and Sylvia Hartwell after conferring with Stefan Dalmqvist and Priya Narasimhan, and is targeted for resolution by July 28, 2025.

C. Timing and Sequencing of Steps

The IRS expressed general comfort with the sequencing of the five steps and the spacing between them. The IRS noted the approximately two-week interval between Step 2 (October 1, 2025) and Step 3 (October 15, 2025), and the approximately two-week interval between Step 3 (October 15, 2025) and Step 4 (November 1, 2025), and did not express concern about the pacing.

The IRS asked whether any step is contingent on the completion of a prior step — i.e., whether the completion of Step 2 is a condition precedent to the commencement of Step 3, and so forth. Calderwood & Harkness confirmed that each step is intended to be independently effective as a legal matter, but that the overall reorganization is a single integrated plan and the parties anticipate completing all five steps in the order and on the timeline described. No step is legally contingent on the completion of any other step, but the practical intent is to complete the steps in sequence.

The IRS noted that the PLR request should clearly state the target date for each step, as follows:

D. Number of Portfolio Companies and Asset Schedule

The IRS asked for confirmation that the PLR request and ruling will cover all 23 portfolio companies held across the four Legacy Offshore Vehicles — 11 portfolio companies held by the Fund IV vehicles (Fund IV-A (Cayman) LP and Fund IV-B (Luxembourg) SCSp) and 12 portfolio companies held by the Fund V vehicles (Fund V-A (Cayman) LP and Fund V-B (Luxembourg) SCSp).

Calderwood & Harkness confirmed that the ruling request covers all 23 portfolio companies. The IRS requested a complete schedule of all portfolio companies with FMV, adjusted tax basis, and built-in gain — not just the five representative companies that were discussed during the conference (NovaBright Data Systems Inc., Crestline Cloud Solutio

MEMORANDUM
PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT
FROM: Leonard Cross, Partner, Calderwood & Harkness LLP 1900 K Street NW, Suite 1100, Washington, DC 20006
TO: Stefan Dalmqvist, Head of Tax, Solara Digital Infrastructure LP Priya Narasimhan, General Counsel, Solara Digital Infrastructure LP
CC: Sylvia Hartwell, Partner, Calderwood & Harkness LLP Robert Jansen, Associate, Calderwood & Harkness LLP Garrett Simmons, Associate, Calderwood & Harkness LLP
Date: July 23, 2025
Re: Summary of Pre-Submission Conference with IRS Office of the Associate Chief Counsel (International), CC:INTL Branch 1 — Solara Digital Infrastructure LP Cross-Border Fund-Platform Reorganization — Private Letter Ruling Request
Engagement Number: 20250527-SDILP-PLR
PRIVILEGE LEGEND: This memorandum is a privileged and confidential attorney-client communication and attorney work product prepared in anticipation of litigation or in connection with the provision of legal advice. It reflects the mental impressions, conclusions, opinions, and legal theories of attorneys at Calderwood & Harkness LLP. This memorandum is intended solely for the use of the named recipients and should not be distributed, disclosed, or otherwise made available to any person or entity outside the distribution list without the prior written approval of Calderwood & Harkness LLP. Any inadvertent disclosure does not constitute a waiver of any applicable privilege.
I. EXECUTIVE SUMMARY
This memorandum summarizes the pre-submission conference held on July 22, 2025, at the IRS National Office, 1111 Constitution Avenue NW, Washington, DC 20224, in connection with Solara Digital Infrastructure LP's anticipated request for a private letter ruling ("PLR") relating to its proposed multi-step cross-border reorganization of its fund platform.
Calderwood & Harkness LLP was represented at the conference by Leonard Cross (lead), Sylvia Hartwell, and Robert Jansen. The IRS was represented by the Branch Chief and two staff attorneys from Branch 1 of the Office of the Associate Chief Counsel (International) ("CC:INTL"), as well as one attorney from the Office of the Associate Chief Counsel (Passthroughs & Special Industries) ("CC:PSI"), who attended in a secondary jurisdiction capacity with respect to the Subchapter K rulings.
The purpose of the conference was to discuss the proposed PLR request relating to Solara Digital Infrastructure LP's multi-step cross-border reorganization of its fund platform, specifically the domestication and merger of Cayman Islands and Luxembourg fund vehicles into a newly established Delaware-domiciled master fund structure (the "Solara Consolidated Master Fund LP"). The proposed reorganization involves five discrete transactional steps and encompasses eight specific ruling requests addressing provisions of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations promulgated thereunder.
The overall tone of the conference was constructive and professional. The IRS did not indicate any threshold objection to issuing rulings on the proposed transaction, and the IRS staff appeared to have reviewed the pre-submission materials with care. The IRS did, however, raise substantive questions on several of the eight rulings requested, particularly regarding the following:
•  Ruling 3 (IRC § 367 — Inapplicability to Partnership-to-Partnership Transfers): The IRS raised probing questions about the legal basis for the conclusion that §§ 367(a) and 367(b) do not apply to contributions by foreign partnerships to a domestic partnership, and suggested an expanded legal analysis.
•  Ruling 5 (IRC § 752 — Liability Shifting): The IRS expressed significant interest in the mechanics of the $1.34 billion in aggregate liabilities being assumed by the Consolidated Master Fund and the resulting shifts in partner-level liability shares, and requested a comprehensive partner-by-partner netting analysis.
•  Ruling 7 (IRC § 1446 — Withholding on Cross-Border Transfers): The IRS raised several technical questions regarding the application of both § 1446(a) and § 1446(f) to the contributions and distributions involved in the reorganization, including the relatively novel question of whether dissolution distributions constitute "transfers" within the meaning of § 1446(f).
The IRS suggested additional factual representations and supplemental legal analysis on the foregoing topics, and these should be incorporated into the PLR request before the target submission date of August 15, 2025.
Importantly, the IRS gave no adverse indications on Ruling 1 (IRC § 721(a) — Tax-Free Contributions), Ruling 2 (IRC § 721(b) — Investment Company Exception), Ruling 4 (IRC § 731 — Tax-Free Distributions), Ruling 6 (IRC § 704(c) — Built-In Gain Carryover and Remedial Allocation Method), or Ruling 8 (Entity Classification under Treas. Reg. § 301.7701-3). These five rulings appear to be on strong footing with the IRS, and Calderwood & Harkness anticipates favorable outcomes on each, subject to the standard caveat that pre-submission conference reactions are informal and non-binding.
The sections below provide a detailed account of the conference proceedings, including a ruling-by-ruling summary of IRS feedback, cross-cutting issues raised by the IRS, procedural guidance, action items, and our overall strategic assessment.
II. BACKGROUND AND CONFERENCE LOGISTICS
A. Conference Request
The pre-submission conference was requested by letter from Leonard Cross to CC:INTL dated June 30, 2025 (the "Pre-Submission Conference Request Letter"), proposing a conference date of July 22, 2025. The Pre-Submission Conference Request Letter identified the taxpayer as Solara Digital Infrastructure LP (EIN 82-4917366), described the general nature of the proposed transaction and the rulings to be requested, and included the names and contact information of the Calderwood & Harkness attorneys who would attend the conference.
By email dated July 10, 2025, the IRS confirmed the proposed conference date and time of July 22, 2025, at 10:00 a.m. Eastern Time, at the IRS National Office. The IRS designated Branch 1 of CC:INTL as the primary reviewing branch, given the cross-border nature of the reorganization and the international tax issues implicated by the transaction. The IRS further indicated that CC:PSI would participate in the conference in a secondary jurisdiction capacity with respect to the partnership tax matters arising under Subchapter K of the Code, specifically the rulings requested under IRC §§ 721, 731, 752, and 704(c).
B. Materials Provided to IRS in Advance
In connection with the Pre-Submission Conference Request Letter and in follow-up correspondence, Calderwood & Harkness provided the IRS with the following materials in advance of the conference:
1. Detailed Summary of the Proposed Transaction. A narrative description of the five-step reorganization (the "Five-Step Plan"), including the formation of the new entities, the contributions of portfolio assets, and the dissolution of the Legacy Offshore Vehicles. The summary identified all entities involved in the reorganization and their respective Employer Identification Numbers, as follows:
2. List of Rulings Requested. A concise identification of each of the eight specific rulings to be requested in the PLR submission, numbered Rulings 1 through 8, covering IRC §§ 721(a), 721(b), 367, 731, 752, 704(c), 1446, and entity classification under Treas. Reg. § 301.7701-3, respectively.
3. Summary Organizational Charts. Pre-reorganization and post-reorganization organizational charts depicting the current fund structure (with the four Legacy Offshore Vehicles nested under Fund IV LP and Fund V LP) and the target structure (with the Consolidated Master Fund LP at the center of a master-feeder arrangement). These charts were prepared by Garrett Simmons and reviewed by Leonard Cross and Sylvia Hartwell prior to submission.
4. Brief Description of Business Rationale. A summary of the principal non-tax business purposes for the reorganization, including: (i) an estimated $3.8 million in annual operational cost savings resulting from the elimination of duplicative offshore administration, audit, and regulatory compliance expenses currently incurred across the four Legacy Offshore Vehicles; (ii) the impact of the OECD Pillar Two Global Anti-Base Erosion ("GloBE") rules on the Luxembourg SCSp structures, which become effective for fiscal year 2025 and diminish the tax efficiency of the existing Luxembourg vehicles; (iii) simplification of the fund platform's FATCA and CRS compliance obligations; and (iv) LP-requested governance simplification, as evidenced by the April 22, 2025 meeting of the Limited Partner Advisory Committee ("LPAC"), at which limited partners holding 78% in interest in the aggregate gave preliminary consent to the proposed restructuring.
C. Conference Format
The conference was conducted in person at the IRS National Office and lasted approximately 90 minutes, from 10:00 a.m. to approximately 11:30 a.m. Eastern Time. The format was informal and collegial, consistent with the IRS's standard practice for pre-submission conferences.
Calderwood & Harkness presented a structured overview of the transaction and each of the eight proposed rulings. Leonard Cross led the presentation and responded to the majority of the IRS's questions. Sylvia Hartwell addressed questions relating to the § 752 liability analysis and the subscription credit facility issues. Robert Jansen took detailed notes throughout the conference, which form the basis for this memorandum.
IRS staff asked questions throughout the presentation and provided preliminary reactions to each ruling. The Branch Chief from CC:INTL led the questioning on the IRS side, with the two CC:INTL staff attorneys asking follow-up questions on the § 367 and § 1446 issues, and the CC:PSI attorney asking questions on the § 721, § 731, § 752, and § 704(c) issues.
At the outset of the conference, the Branch Chief emphasized — consistent with standard IRS practice — that the reactions provided during the conference are informal and non-binding, and that the formal ruling process commences only upon receipt of the complete PLR request and the applicable user fee. The Branch Chief noted that the purpose of the pre-submission conference is to facilitate a constructive dialogue about the proposed transaction and rulings so that Calderwood & Harkness can prepare the most complete and well-supported PLR request possible, thereby expediting the formal review process.
III. DETAILED SUMMARY OF IRS FEEDBACK BY RULING
This section provides a ruling-by-ruling summary of the IRS's questions and preliminary reactions during the conference. For each ruling, we set forth the IRS's overall reaction, the specific questions asked, the additional detail or analysis requested by the IRS, and our assessment of the likelihood of obtaining a favorable ruling.
A. Ruling 1 — IRC § 721(a): Tax-Free Contributions (Steps 2–4)
Proposed Ruling. That the contributions of portfolio assets by 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) to the Solara Consolidated Master Fund LP in exchange for limited partnership interests in the Consolidated Master Fund LP qualify for nonrecognition of gain or loss under IRC § 721(a).
IRS Reaction. The IRS's reaction to Ruling 1 was generally favorable. The IRS appeared comfortable with the conclusion that the contributions described in Steps 2, 3, and 4 of the Five-Step Plan qualify for nonrecognition treatment under § 721(a), which provides 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. The CC:PSI attorney, in particular, appeared well-versed in the applicable law and expressed no substantive concerns about the application of § 721(a) to the facts as presented.
IRS Questions. The IRS asked the following questions regarding Ruling 1:
Completeness of Contributions. The IRS confirmed that the contributions involve all assets of each contributing partnership — that is, each Legacy Offshore Vehicle will contribute its entire portfolio of investments and related assets to the Consolidated Master Fund LP, rather than making selective contributions of certain assets while retaining others. Calderwood & Harkness confirmed that this is a complete contribution of each vehicle's entire portfolio, including all equity and debt interests in portfolio companies, cash and cash equivalents, and related contractual rights.
Post-Contribution Retained Assets. The IRS asked whether any of the contributing partnerships will retain any assets following the contribution. Calderwood & Harkness confirmed that after the completion of its respective contribution step, each Legacy Offshore Vehicle will hold only its limited partnership interest in the Consolidated Master Fund LP and any immaterial administrative assets (e.g., residual cash balances in operating accounts, which are expected to be de minimis). The Legacy Offshore Vehicles will subsequently be dissolved in Step 5, at which time they will distribute their interests in the Consolidated Master Fund LP to their respective limited partners.
Timing of Contributions. The IRS asked for clarification on the timing and sequencing of the contributions. Calderwood & Harkness confirmed the target dates as follows: Step 2 (contribution by Fund IV-A (Cayman) LP) is targeted for October 1, 2025; Step 3 (contribution by Fund IV-B (Luxembourg) SCSp) is targeted for October 15, 2025; and Step 4 (contribution by Fund V-A (Cayman) LP and Fund V-B (Luxembourg) SCSp) is targeted for November 1, 2025.
Agency / Conduit Representations. The IRS requested an explicit representation in the PLR request that the contributing partnerships are not acting as agents or conduits for their respective limited partners in making the contributions. The IRS wanted assurance that the transactions are properly characterized as contributions by the partnerships themselves — as entities — to the Consolidated Master Fund LP, in exchange for partnership interests, and not as disguised distributions to partners followed by re-contributions by such partners.
Additional Detail Requested. The IRS requested confirmation of aggregate financial figures for the contributed assets. Specifically, the IRS would like to see in the PLR request: the total fair market value ("FMV") of all assets transferred (which Calderwood & Harkness confirmed to be $7.75 billion), the total adjusted tax basis of all assets transferred ($6.03 billion), and the total built-in gain ($1.72 billion). In addition, the IRS indicated that it would like to review a complete schedule of each contributing entity's assets, including FMV, basis, and built-in gain for each asset. Calderwood & Harkness confirmed that this schedule will be prepared and included as PLR Exhibit D.
Carryover Basis / Holding Period. The IRS had no questions regarding the corollary conclusions that the Consolidated Master Fund LP will take a carryover basis in the contributed assets under IRC § 723 and that the holding period of the contributed assets in the hands of the Consolidated Master Fund LP will include the period during which such assets were held by the contributing partnerships under IRC § 1223(2). The IRS appeared to consider these conclusions as straightforward corollaries of § 721(a) treatment, warranting no independent analysis.
Assessment. Based on the IRS's reaction, a favorable ruling on Ruling 1 appears likely. The legal analysis is well-established, the facts are straightforward, and the IRS raised no substantive objections. The additional detail requested is factual and representational in nature, and Calderwood & Harkness does not anticipate difficulty in providing the requested information.
B. Ruling 2 — IRC § 721(b): Investment Company Exception
Proposed Ruling. That the contributions described in Steps 2 through 4 do not result in the Consolidated Master Fund LP being treated as an "investment company" within the meaning of IRC § 721(b), and accordingly, § 721(b) does not cause gain to be recognized on the contributions.
IRS Reaction. The IRS's reaction to Ruling 2 was generally favorable. The CC:PSI attorney acknowledged that the portfolio consists of operating company interests in digital infrastructure — specifically, data centers, fiber-optic networks, edge computing infrastructure, and enterprise SaaS businesses — which are distinguishable from the passive investment assets (stocks, securities, and similar portfolio holdings) that § 721(b) is designed to address. The IRS appeared to understand that the Solara fund platform is a private equity fund investing in operating businesses, not a portfolio of marketable securities.
IRS Questions. The IRS asked the following questions regarding Ruling 2:
Representative Portfolio Company Descriptions. The IRS asked for detailed descriptions of the business operations of representative portfolio companies, focusing on five of the most significant holdings. Calderwood & Harkness provided the following summary descriptions during the conference:
•  NovaBright Data Systems Inc. — a data center operator with facilities in Northern Virginia, Dallas, and Phoenix; FMV approximately $890 million, adjusted tax basis approximately $520 million. NovaBright designs, constructs, and operates hyperscale and colocation data center facilities, providing hosting, interconnection, and managed infrastructure services to enterprise customers.
•  Crestline Cloud Solutions LLC — an enterprise SaaS platform provider; FMV approximately €340 million ($367 million), adjusted tax basis approximately €195 million ($211 million). Crestline develops and markets cloud-based enterprise resource planning and supply chain management software solutions.
•  Veridian Edge Computing Corp. — an edge computing infrastructure company; FMV approximately $1.12 billion, adjusted tax basis approximately $780 million. Veridian deploys and operates micro data centers and edge computing nodes across the United States, providing low-latency computing services to telecommunications carriers and content delivery networks.
•  Thorngate Fiber Networks LP — a fiber-optic network operator; FMV approximately $670 million, adjusted tax basis approximately $490 million. Thorngate owns and operates long-haul and metropolitan fiber-optic networks in the eastern United States, providing dark fiber, wavelength, and managed connectivity services.
•  Helix SaaS Holdings Ltd. — a SaaS holding company; FMV approximately $445 million, adjusted tax basis approximately $310 million. Helix acquires and operates vertical SaaS businesses serving the healthcare, financial services, and logistics industries.
Passive Investment Assets on Portfolio Company Balance Sheets. The IRS asked whether any portfolio company holds a material amount of passive investment assets — such as cash, marketable securities, or loans — on its own balance sheet. This question relates to the "look-through" aspect of the investment company analysis. Calderwood & Harkness represented that, based on information from the client, the portfolio companies are operating businesses that hold only ordinary working capital and do not hold material amounts of passive investment assets. Calderwood & Harkness committed to confirming this representation with the client and including appropriate factual representations in the PLR request.
Analysis at Contributed-Asset and Partnership Levels. The IRS noted that the analysis under Treas. Reg. § 1.351-1(c)(1)(ii) (applied by analogy to § 721(b)) should be conducted at both the contributed-asset level and the resulting partnership level. Specifically, the IRS wanted assurance that the assets being contributed are not themselves "stocks, securities, or other investment assets" and that the resulting partnership (the Consolidated Master Fund LP) would not itself be classified as an investment company as a result of the contributions. The IRS also requested an explicit representation that diversification is not the purpose or effect of the transfers — i.e., that the contributions are not designed to achieve a diversification of the contributing partnerships' holdings through pooling of assets that would otherwise be concentrated.
Additional Detail Requested. The IRS requested a representation describing each of the 23 portfolio companies (11 held by the Fund IV vehicles and 12 held by the Fund V vehicles) as operating companies, with a brief characterization of each company's principal business activity. The IRS also requested additional factual detail on any portfolio company that might hold significant liquid assets, including cash balances, short-term investments, or other assets that could be characterized as passive investment property. Calderwood & Harkness will coordinate with Stefan Dalmqvist to obtain the necessary information for all 23 portfolio companies.
Assessment. A favorable ruling on Ruling 2 appears likely, assuming the representations regarding the operating nature of the portfolio companies are adequately supported by the facts. The digital infrastructure and enterprise SaaS portfolio described by the client is, on its face, far removed from the type of passive investment portfolio that § 721(b) targets. Calderwood & Harkness does not anticipate significant difficulty on this ruling.
C. Ruling 3 — IRC § 367: Inapplicability to Partnership-to-Partnership Transfers
Proposed Ruling. That IRC §§ 367(a) and 367(b) do not apply to the contributions of portfolio assets by the four Legacy Offshore Vehicles (each a foreign partnership for U.S. federal income tax purposes) to the Consolidated Master Fund LP (a domestic partnership), because §§ 367(a) and 367(b) by their terms apply only to transfers involving "corporations" (foreign or domestic) and have no application to transfers between or among partnerships.
IRS Reaction. This was the most substantively discussed ruling during the conference. The IRS did not disagree with the fundamental legal position that §§ 367(a) and 367(b), by their plain statutory terms, apply only to exchanges described in certain enumerated Code sections (primarily §§ 332, 351, 354, 355, 356, and 361) that involve transfers to or from "corporations," and should not apply to a contribution by a foreign partnership to a domestic partnership. However, the IRS raised several probing and thoughtful questions that suggest this ruling will receive close scrutiny during the formal review process.
IRS Questions. The IRS posed the following questions regarding Ruling 3:
Entity Classification of Contributing Foreign Partnerships. The IRS asked whether any of the four contributing foreign partnerships (Fund IV-A (Cayman) LP, Fund IV-B (Luxembourg) SCSp, Fund V-A (Cayman) LP, and Fund V-B (Luxembourg) SCSp) could be reclassified as corporations for U.S. federal income tax purposes — i.e., whether any entity has elected or defaulted to corporate classification under the check-the-box regulations of Treas. Reg. § 301.7701-3. This is a threshold question, because if any contributing entity were classified as a corporation, the contribution of its assets to the Consolidated Master Fund LP could constitute a transfer subject to § 367. Calderwood & Harkness confirmed that all four foreign entities have been, and will continue to be, treated as partnerships for U.S. federal income tax purposes. Each has filed the appropriate Form 8832 election, and none has made an election to be classified as a corporation or is treated as a per se corporation under Treas. Reg. § 301.7701-2(b)(8).
Outbound Intangible Property Transfers — § 367(d). The IRS asked about the nature of the assets being transferred and specifically whether any of the transferred assets constitute intangible property that might raise concerns under IRC § 367(d), which addresses outbound transfers of intangible property to foreign corporations. Calderwood & Harkness noted that the transfers at issue are "inbound" from the perspective of the contributing foreign entities — that is, the foreign partnerships are transferring assets into a domestic partnership — and are therefore the inverse of the outbound transfer scenario addressed by § 367(d). Moreover, § 367(d) applies only to transfers to "foreign corporations," not to transfers to domestic partnerships. Calderwood & Harkness represented that § 367(d) is inapposite on its terms.
Look-Through to Partners of Foreign Partnerships. The IRS asked whether it should consider a "look-through" approach to the partners of the foreign partnerships — specifically, whether any partner of the contributing foreign partnerships is itself a foreign corporation that might trigger § 367 on a deemed transfer basis. The premise of this question is that if a foreign corporate partner of a foreign partnership is deemed to make a contribution to a domestic partnership (through the foreign partnership's contribution), § 367 might apply at the partner level. Calderwood & Harkness acknowledged this as a theoretical concern but noted that there is no statutory or regulatory basis for such look-through treatment in this context. The aggregate theory of partnership taxation would support a look-through analysis in some circumstances, but the entity theory — which treats the partnership as the contributor of property — is the operative framework under § 721(a), and § 367 does not contain any provision authorizing or requiring a look-through to the partners of a contributing partnership.
Specific Non-U.S. Limited Partners. The IRS asked specifically about two significant non-U.S. investors: Nordhaven Sovereign Wealth Fund (which holds a $380 million commitment in Fund IV-A (Cayman) LP and a $500 million commitment in Fund V-A (Cayman) LP) and Kestrel Pacific Insurance Group (which holds a €200 million commitment in Fund IV-B (Luxembourg) SCSp and a €275 million commitment in Fund V-B (Luxembourg) SCSp). The IRS inquired whether either entity is organized as a corporate entity that might trigger § 367 concerns at the partner level if a look-through analysis were applied. Calderwood & Harkness indicated that it understood Nordhaven Sovereign Wealth Fund to be organized as a state-owned investment fund under the laws of the Kingdom of Nordhaven and Kestrel Pacific Insurance Group to be organized as an insurance holding company under the laws of Australia, but noted that further factual development on this point would be included in the PLR request.
Limited Published Guidance. The IRS noted that there is limited published guidance on the application of § 367 to partnership-to-partnership transfers, and that this area remains somewhat uncharted in IRS rulings and published administrative guidance. The Branch Chief suggested that the PLR request include a thorough discussion of the legislative history of § 367, with particular emphasis on the 1997 amendments and regulations, which refined the scope of § 367 but did not extend its reach to partnership transactions. The Branch Chief indicated that a well-developed legal analysis on this point would facilitate the review process and enhance the likelihood of a favorable ruling.
Additional Detail Requested. Based on the foregoing questions, the IRS requested the following additional detail and analysis for inclusion in the PLR request:
•  An expanded legal analysis addressing the absence of § 367 from the partnership provisions in Subchapter K, including a discussion of the statutory text, legislative history, and the 1997 regulations under § 367.
•  Explicit representations confirming the entity classification of each contributing foreign partnership as a partnership (not a corporation) under the check-the-box regulations of Treas. Reg. § 301.7701-3, including identification of the relevant Form 8832 elections.
•  A discussion of the character and type of assets being transferred, with an explanation of why the transferred assets are operating business interests rather than intangible property that would raise § 367(d) concerns.
•  A description of the organizational form and tax classification of each major non-U.S. limited partner that will flow into the Solara International Feeder (Cayman) LP, to address the IRS's look-through inquiry.
Assessment. Calderwood & Harkness's assessment of Ruling 3 is cautiously favorable. The IRS appeared receptive to the statutory argument that § 367 does not apply to partnership-to-partnership transfers, and the plain language of the statute strongly supports this conclusion. However, the IRS will clearly want robust legal analysis and comprehensive factual representations, and this ruling may take longer to process than the others given the limited published precedent. Calderwood & Harkness recommends that the PLR request include a dedicated supplemental legal analysis section — potentially running five to eight pages — specifically addressing the § 367 inapplicability argument in depth. Robert Jansen will take the lead on drafting this expanded analysis.
D. Ruling 4 — IRC § 731: Tax-Free Distributions (Step 5)
Proposed Ruling. That the distributions of Consolidated Master Fund LP interests by the four Legacy Offshore Vehicles to their respective limited partners, in complete liquidation of the Legacy Offshore Vehicles in Step 5, qualify for nonrecognition of gain or loss under IRC § 731(a).
IRS Reaction. The IRS's reaction to Ruling 4 was generally favorable. The IRS appeared comfortable with the conclusion that the dissolution of each Legacy Offshore Vehicle and the distribution of its sole remaining asset — its limited partnership interest in the Consolidated Master Fund LP — to the Legacy Offshore Vehicle's limited partners constitutes a tax-free distribution of property under § 731(a). This section of the Code provides that, in the case of a distribution by a partnership to a partner, gain is not recognized to such partner except to the extent that any money distributed exceeds the adjusted basis of the partner's interest in the partnership.
IRS Questions. The IRS asked the following questions regarding Ruling 4:
Nature of Distributed Property. The IRS confirmed that the property distributed in Step 5 consists solely of limited partnership interests in the Consolidated Master Fund LP — i.e., no cash, marketable securities, or other property is distributed alongside the partnership interests. Calderwood & Harkness confirmed that this is the case. The distributions will consist exclusively of partnership interests in the Consolidated Master Fund LP, with each limited partner receiving a pro rata allocation of such interests based on its proportionate interest in the dissolving Legacy Offshore Vehicle.
Zero or Negative Basis Partners. The IRS asked whether any limited partner's outside basis in its interest in the dissolving partnership is at or near zero, such that even a nominal cash distribution could trigger gain recognition under § 731(a)(1). Calderwood & Harkness represented that, based on available data, no limited partner has a zero or negative outside basis in any Legacy Offshore Vehicle. However, Calderwood & Harkness noted that it would need to confirm this representation with Caldwell Pierce & Co. LLP ("Caldwell Pierce"), the fund's independent tax accountants, who maintain the partner-level capital account and basis records.
Complete vs. Partial Liquidation. The IRS asked whether the dissolution distributions will be made in complete liquidation of the limited partners' entire interests in the Legacy Offshore Vehicles (as opposed to partial distributions). Calderwood & Harkness confirmed that Step 5 involves the complete liquidation and dissolution of each Legacy Offshore Vehicle. Each Legacy Offshore Vehicle will distribute its entire interest in the Consolidated Master Fund LP to all of its limited partners and will then be wound up and dissolved under the applicable laws of its jurisdiction of formation (the Cayman Islands or Luxembourg, as applicable).
Additional Detail Requested. The IRS requested that the PLR request include an explicit representation regarding the nature of the distributed property (solely partnership interests in the Consolidated Master Fund LP) and a confirmation that no money or other property is distributed in connection with the liquidation of the Legacy Offshore Vehicles.
Assessment. A favorable ruling on Ruling 4 appears likely. The legal analysis under § 731(a) is well-established, and the facts are straightforward. The only potential area of concern — the zero-basis issue — is factual in nature and should be resolved through coordination with Caldwell Pierce.
E. Ruling 5 — IRC § 752: Liability Shifting
Proposed Ruling. That the assumption by the Consolidated Master Fund LP of the liabilities of the four Legacy Offshore Vehicles in connection with the contributions in Steps 2 through 4, and the resulting shifts in partner-level liability shares, will be treated as deemed contributions of money and deemed distributions of money under IRC § 752(a) and § 752(b), respectively, and that such deemed contributions and deemed distributions will not result in gain recognition to any partner under IRC § 731.
IRS Reaction. This was the second most substantively discussed ruling during the conference. The IRS expressed significant interest in the mechanics of the liability assumption and the resulting shifts in partner-level liability shares. The CC:PSI attorney, in particular, asked detailed questions about the $1.34 billion in aggregate liabilities that will be assumed by the Consolidated Master Fund LP, and expressed the view that the PLR request must include a comprehensive liability analysis with partner-level detail.
IRS Questions. The IRS posed the following questions regarding Ruling 5:
Recourse vs. Nonrecourse Classification. The IRS asked for a detailed breakdown of the $1.34 billion in aggregate liabilities — specifically, what portion constitutes recourse debt and what portion constitutes nonrecourse debt, and how each liability is classified under the applicable Treasury Regulations. The IRS noted that the distinction between recourse and nonrecourse debt is critical to the allocation of liabilities among partners under Treas. Reg. §§ 1.752-1, 1.752-2 (recourse liabilities), and 1.752-3 (nonrecourse liabilities), and that the allocation methodology determines the magnitude of the deemed contributions and deemed distributions at the partner level.
Tiered Partnership Rules. The IRS asked how the tiered partnership rules under Treas. Reg. § 1.752-4 apply in this context. Specifically, the IRS noted that the reorganization will create a multi-tier structure: the Legacy Offshore Vehicles will become partners in the Consolidated Master Fund LP (at least temporarily, prior to their dissolution in Step 5), and after Step 5, the feeder entities (the International Feeder and the Tax-Exempt Feeder) will become partners in the Consolidated Master Fund LP. The IRS wanted to understand how the allocation of liabilities cascades through these tiers and whether the tiered partnership rules create any complications for the netting analysis.
Netting Analysis Under Treas. Reg. § 1.752-1(f). The IRS expressed concern about the netting analysis under Treas. Reg. § 1.752-1(f). Specifically, the IRS asked whether the simultaneous deemed contributions of money (resulting from the assumption of liabilities by the Consolidated Master Fund LP, which increases each partner's share of partnership liabilities) and the deemed distributions of money (resulting from the relief of each partner's share of the Legacy Offshore Vehicle's liabilities) truly net to zero for all partners, or whether any individual partner might experience a net deemed distribution in excess of its outside basis, thereby triggering gain recognition under § 731(a)(1). The IRS noted that even small differences in liability allocation between the old structure and the new structure could, for a partner with a relatively low outside basis, result in gain recognition.
Subscription Credit Facilities. The IRS asked specifically about the subscription credit facilities maintained by the fund vehicles. Calderwood & Harkness identified the two principal credit facilities: (i) the $1.1 billion Fund IV revolving credit facility with Ashford National Bank, and (ii) the $1.5 billion Fund V revolving credit facility with Ashford National Bank and Sentinel Capital Markets, as co-lenders. The IRS asked whether these facilities are liabilities of the fund vehicles (i.e., the partnerships) or liabilities of the limited partners individually, and how they are treated for purposes of § 752.
The IRS noted that subscription credit facilities are secured by the unfunded capital commitments of the limited partners — i.e., the lenders' recourse runs to the LPs' obligations to fund their capital commitments when called by the general partner. This security arrangement raises questions about whether such facilities should be classified as recourse liabilities (because the lenders have recourse to the LPs' unfunded commitments) or nonrecourse liabilities (because the lenders do not have recourse to the partnership's assets beyond the capital call mechanism). The classification of these facilities materially affects the allocation of liabilities under § 752 and, consequently, the netting analysis.
Additional Detail Requested. Based on the foregoing questions, the IRS requested the following additional detail for inclusion in the PLR request:
•  A complete liability schedule breaking out recourse versus nonrecourse classification for each component of the $1.34 billion in portfolio-level liabilities.
•  A separate and detailed analysis of the subscription credit facilities and their treatment under § 752, including the classification of such facilities as recourse or nonrecourse liabilities and the allocation of such liabilities among partners.
•  A partner-by-partner netting analysis showing the deemed contribution and deemed distribution for each limited partner (or, at minimum, for representative limited partners in each of the three principal categories: U.S. taxable investors, U.S. tax-exempt investors, and non-U.S. investors).
•  An explicit representation that no partner will experience a net deemed distribution in excess of its outside basis as a result of the liability shifts occurring in connection with the reorganization.
•  This analysis will be central to PLR Exhibit E.
Assessment. The IRS is open to ruling favorably on Ruling 5 but requires substantially more detail than was provided in the pre-submission materials. The § 752 analysis must be comprehensive and supported by partner-level data. Garrett Simmons's updated § 752 liability allocation model should be refined and included as a supporting exhibit to the PLR request. Coordination with Caldwell Pierce (Helen Okamoto) for partner-level basis data is essential. Calderwood & Harkness notes that this is an area where the precision of the financial modeling will be critical to the IRS's comfort level.
F. Ruling 6 — IRC § 704(c): Built-In Gain Carryover and Remedial Allocation Method
Proposed Ruling. That the § 704(c) built-in gain accounts attributable to the contributed assets will carry over to the Consolidated Master Fund LP, and that the Consolidated Master Fund LP will apply the remedial allocation method under Treas. Reg. § 1.704-3(d) to such built-in gain.
IRS Reaction. The IRS's reaction to Ruling 6 was favorable. The IRS appeared comfortable with the well-established principle that, when property with built-in gain is contributed to a partnership under § 721, the partnership must allocate income, gain, loss, and deduction with respect to such property in a manner that takes into account the built-in gain at the time of contribution, and that this obligation carries over when contributed property is subsequently transferred in a partnership-to-partnership transaction.
IRS Questions. The IRS asked the following questions regarding Ruling 6:
Aggregate Built-In Gain. The IRS confirmed the total built-in gain across all transferred assets: $1.72 billion, which is the difference between the aggregate FMV of $7.75 billion and the aggregate adjusted tax basis of $6.03 billion.
Current § 704(c) Method. The IRS asked which § 704(c) allocation method the Legacy Offshore Vehicles currently use. Calderwood & Harkness confirmed that all four Legacy Offshore Vehicles use the remedial allocation method under Treas. Reg. § 1.704-3(d). This method was selected at the inception of each fund as the most appropriate method for a private equity fund that holds appreciated operating company interests with substantial built-in gain.
Continuation of Method by Consolidated Master Fund LP. The IRS asked whether the Consolidated Master Fund LP will adopt the same method — i.e., the remedial allocation method — for the contributed properties. Calderwood & Harkness confirmed that the Consolidated Master Fund LP will continue to use the remedial allocation method for all contributed properties with existing § 704(c) built-in gain accounts.
Consistency of Method. The IRS noted that consistency of method is important and that the PLR request should include a representation that the remedial allocation method will not be changed for the contributed properties. The IRS appeared to view this as a straightforward matter, consistent with the general principle that a partnership's choice of § 704(c) method for a particular property is intended to be permanent and should carry over to a successor partnership.
Additional Detail Requested. The IRS requested a representation that the Consolidated Master Fund LP will use the remedial allocation method under Treas. Reg. § 1.704-3(d) for all contributed properties, together with a schedule of built-in gain by property (cross-referencing the complete asset schedule to be included as PLR Exhibit D).
Assessment. A favorable ruling on Ruling 6 appears likely. The legal principles are well-established, the facts are straightforward, and the IRS raised no substantive objections. The additional detail requested is factual and representational in nature.
G. Ruling 7 — IRC § 1446: Withholding on Cross-Border Transfers
Proposed Ruling. That the contributions in Steps 2 through 4 and the distributions in Step 5 do not give rise to withholding obligations under IRC § 1446(a) or § 1446(f).
IRS Reaction. The IRS's reaction to Ruling 7 was mixed. The IRS raised several technical questions that indicate this ruling may face significant scrutiny during the formal review process. The questions centered on the interaction between § 1446 and the nonrecognition provisions of §§ 721 and 731, as well as the relatively novel question of whether the dissolution distributions in Step 5 constitute "transfers" within the meaning of § 1446(f).
IRS Questions. The IRS posed the following questions regarding Ruling 7:
ECI-Generating Portfolio Companies. The IRS asked whether any of the contributed assets generate effectively connected income ("ECI") — that is, income that is effectively connected with the conduct of a trade or business within the United States. The IRS focused on three portfolio companies with significant U.S. physical operations:
•  NovaBright Data Systems Inc. — a data center operator with physical data center facilities in Northern Virginia, Dallas, and Phoenix. The IRS noted that a company operating data centers at multiple U.S. locations would appear to be engaged in a U.S. trade or business.
•  Thorngate Fiber Networks LP — a fiber-optic network operator owning and operating long-haul and metropolitan fiber-optic networks in the eastern United States. The IRS similarly noted that ownership and operation of physical fiber-optic infrastructure in the United States would appear to constitute a U.S. trade or business.
•  Veridian Edge Computing Corp. — an edge computing infrastructure company deploying and operating micro data centers and edge computing nodes across the United States. The IRS noted that this company, too, would appear to be engaged in a U.S. trade or business.
The IRS observed that to the extent these portfolio companies generate ECI, contributions and distributions involving interests in these companies — when non-U.S. partners are involved — could trigger withholding obligations under § 1446.
Interaction Between § 1446(a) and § 721 Nonrecognition. The IRS asked about the interaction between § 1446(a) and the § 721 nonrecognition conclusion. Specifically, the IRS asked whether it can rule that nonrecognition treatment under § 721 means there is no "effectively connected taxable income" ("ECTI") subject to withholding under § 1446(a). The IRS observed that § 1446(a) imposes a withholding obligation on a partnership that has ECTI allocable to a foreign partner, and asked whether a nonrecognition transaction — in which no gain or loss is recognized — produces any ECTI. Calderwood & Harkness took the position that, by definition, a transaction qualifying for nonrecognition under § 721 does not produce taxable income (whether effectively connected or otherwise), and therefore § 1446(a) should have no application. The IRS appeared open to this argument but wanted to see it developed in the PLR request.
§ 1446(f) — Transfers of Partnership Interests. The IRS raised the question of whether the Step 5 distributions to non-U.S. limited partners — who will receive Consolidated Master Fund LP interests in dissolution of the Legacy Offshore Vehicles and will then roll such interests into the Solara International Feeder (Cayman) LP — could be treated as dispositions of interests in partnerships engaged in a U.S. trade or business. Section 1446(f), which was added by the Tax Cuts and Jobs Act of 2017, applies to transfers of interests in partnerships engaged in a U.S. trade or business and imposes a 10% withholding obligation on the transferee. The IRS wanted to understand whether the dissolution distributions — in which a partnership distributes property to its partners in complete liquidation — constitute "transfers" within the meaning of § 1446(f).
This is a significant question. The statutory text of § 1446(f)(1) refers to "any disposition of an interest" in a partnership, and the term "disposition" could potentially encompass a liquidating distribution of a partnership interest. However, Calderwood & Harkness's preliminary view is that a liquidating distribution by a partnership to its own partners is not a "disposition" by the partner of its interest in the distributing partnership within the meaning of § 1446(f), because the partner is not disposing of its interest in any partnership — rather, the partnership is distributing property to the partner in liquidation. This distinction is important and will require careful development in the PLR request.
Treaty Implications — Nordhaven Sovereign Wealth Fund. The IRS asked about Nordhaven Sovereign Wealth Fund's treaty position. Specifically, the IRS asked whether the Kingdom of Nordhaven has a bilateral income tax treaty with the United States that might provide withholding relief under § 1446(a) or § 1446(f). Calderwood & Harkness noted that Jason Tremaine at Bramhall & Quelwick LLP is independently analyzing treaty implications for Nordhaven Sovereign Wealth Fund and that the PLR request would focus on the statutory analysis under § 1446 rather than the application of any particular income tax treaty. The IRS appeared to accept this approach.
Additional Detail Requested. Based on the foregoing questions, the IRS requested the following additional detail and analysis for inclusion in the PLR request:
•  A detailed analysis of whether the contributions in Steps 2 through 4 are "transfers" subject to § 1446(f), or whether § 1446(f) is inapplicable because the contributing partnerships (not their individual partners) are the transferors and the contributions are to a partnership (not a disposition of a partnership interest).
•  An analysis of whether the distributions in Step 5 are "transfers" or "dispositions" subject to § 1446(f), or whether the dissolution of a partnership and the distribution of property to its partners in complete liquidation does not constitute a "disposition" within the meaning of § 1446(f).
•  Identification of which portfolio companies generate ECI and an analysis of the ECI character of the assets being contributed to the Consolidated Master Fund LP.
•  A representation regarding the non-U.S. investors' status and the inapplicability of § 1446(a) to nonrecognition transactions in which no ECTI is allocated to foreign partners.
Assessment. This ruling may face the most scrutiny of any of the eight requested rulings. The § 1446(f) issue is relatively novel in the context of partnership reorganizations, and the limited published guidance on the application of § 1446(f) to non-sale transactions creates uncertainty. Calderwood & Harkness recommends expanding the § 1446 analysis in the PLR request to separately address subsections (a) and (f), and including robust factual representations about the nature of the transactions. This is an area where the IRS may request supplemental submissions after the initial filing, and Calderwood & Harkness should be prepared for that possibility. Robert Jansen will take the lead on developing the expanded § 1446 analysis.
H. Ruling 8 — Entity Classification Under Treas. Reg. § 301.7701-3
Proposed Ruling. That the three newly formed entities — Solara Consolidated Master Fund LP, Solara International Feeder (Cayman) LP, and Solara Tax-Exempt Feeder (Cayman) LP — are each properly classified as partnerships for U.S. federal income tax purposes under the check-the-box regulations of Treas. Reg. § 301.7701-3.
IRS Reaction. The IRS's reaction to Ruling 8 was favorable and straightforward. The IRS had no concerns about partnership classification for the three new entities. The Branch Chief noted that this ruling is largely ministerial in nature.
IRS Questions. The IRS asked the following questions regarding Ruling 8:
Form 8832 Elections. The IRS confirmed that Form 8832 check-the-box elections will be timely filed for each of the three new entities. Calderwood & Harkness confirmed this.
Effective Dates of Elections. The IRS asked about the effective dates of the Form 8832 elections relative to the reorganization steps. Calderwood & Harkness noted that the elections will be effective as of September 15, 2025, the targeted formation date for the new entities under Step 1 of the Five-Step Plan. This date is well in advance of Steps 2 through 5, which commence on October 1, 2025 and conclude on December 1, 2025, ensuring that the entity classification of the new entities is established and effective before any of the substantive transactional steps occur.
No Substantive Concerns. The IRS expressed no substantive concerns regarding the partnership classification of any of the three new entities and indicated that it considers this ruling to be straightforward.
Additional Detail Requested. The IRS requested that copies of the Form 8832 elections (or, if not yet executed, draft elections) be attached to the PLR request as exhibits.
Assessment. A favorable ruling on Ruling 8 is essentially assured. This is the most straightforward of the eight rulings, and the IRS's lack of substantive questions confirms Calderwood & Harkness's expectation that this ruling will be issued without difficulty.
IV. ADDITIONAL IRS QUESTIONS AND COMMENTS — CROSS-CUTTING ISSUES
In addition to the ruling-specific questions summarized above, the IRS raised several cross-cutting issues that apply to the reorganization as a whole. These issues are addressed below.
A. Business Purpose and Anti-Abuse
The IRS asked about the business purpose for the reorganization beyond any tax benefits that might result from the restructuring. This question is standard in the PLR context and reflects the IRS's interest in ensuring that the proposed transaction is not a tax-motivated scheme lacking economic substance.
Calderwood & Harkness presented the four principal non-tax business motivations for the reorganization:
(i) Operational Cost Savings. An estimated $3.8 million in annual operational cost savings resulting from the elimination of duplicative offshore administration, audit, and regulatory compliance expenses currently incurred across the four Legacy Offshore Vehicles. These costs include fund administration fees paid to offshore fund administrators, separate audit fees for each offshore vehicle, Cayman Islands regulatory fees (CIMA registration and ongoing compliance), Luxembourg regulatory fees (CSSF reporting and ongoing compliance), and duplicative legal fees for maintaining the governance structures of four separate offshore entities.
(ii) Pillar Two GloBE Impact. The OECD Pillar Two Global Anti-Base Erosion ("GloBE") rules, which impose a global minimum tax on large multinational enterprises, are diminishing the tax efficiency of the Luxembourg SCSp structures effective for fiscal year 2025. The GloBE rules apply to constituent entities within groups with consolidated revenue exceeding €750 million, and the Solara fund platform exceeds this threshold. The continued use of the Luxembourg SCSp structures no longer provides the same tax efficiencies that motivated their original establishment.
(iii) FATCA/CRS Simplification. The current multi-vehicle structure requires separate FATCA and CRS compliance programs for each offshore entity, with separate reporting obligations to the Cayman Islands Tax Information Authority and the Luxembourg tax authorities. Consolidation into a single master-feeder structure with one domestic master fund and two offshore feeders will simplify the FATCA/CRS compliance burden.
(iv) LP-Requested Governance Simplification. At the April 22, 2025 meeting of the Limited Partner Advisory Committee, limited partners holding 78% in interest in the aggregate gave preliminary consent to the proposed restructuring. Several significant limited partners, including institutional investors with holdings across multiple fund vehicles, had expressed frustration with the complexity of the multi-vehicle governance structure and the associated reporting burden.
The IRS appeared satisfied with the non-tax business purposes articulated by Calderwood & Harkness but requested that the PLR submission include a detailed representation regarding each business purpose, supported by specific factual detail. The IRS suggested that the representation include, where possible, quantitative support for the cost savings estimate and documentation of the LP-requested governance simplification (such as excerpts from LPAC meeting minutes or LP correspondence).
The IRS also briefly asked about the step transaction doctrine — specifically, whether the five steps of the reorganization should be integrated and treated as a single transaction for tax purposes, and, if so, whether the integrated transaction changes the tax analysis. Calderwood & Harkness noted that even if the five steps are integrated under the step transaction doctrine, the result is the same: the assets of the foreign partnerships are contributed to the domestic Consolidated Master Fund LP in exchange for partnership interests (qualifying for nonrecognition under § 721(a)), followed by the distribution of those partnership interests to the limited partners (qualifying for nonrecognition under § 731(a)). Integration does not change the ultimate tax consequences.
The IRS gave no indication that it would invoke the anti-abuse rule of Treas. Reg. § 1.701-2, which permits the IRS to recast transactions that are inconsistent with the intent of Subchapter K. Calderwood & Harkness does not believe the anti-abuse rule is applicable to the reorganization, and the IRS's silence on this point is consistent with that assessment.
B. FIRPTA / IRC § 897 — U.S. Real Property Interest Analysis
The IRS raised a question about whether certain portfolio companies — specifically data center operators (such as NovaBright Data Systems Inc.) and fiber-optic network operators (such as Thorngate Fiber Networks LP) — hold U.S. real property interests ("USRPIs") as defined in IRC § 897. Section 897 imposes tax on gain recognized by a foreign person from the disposition of a USRPI, and § 897(c)(1)(A) defines "U.S. real property interest" to include an interest in real property located in the United States and an interest in a "United States real property holding corporation."
The IRS's question raises a legitimate issue. Data center facilities and fiber-optic infrastructure may constitute "real property" for purposes of § 897, and if a portfolio company's U.S. real property assets represent 50% or more of the fair market value of its total assets, such company could be classified as a "United States real property holding corporation" under § 897(c)(2). If any portfolio company interest constitutes a USRPI, the transfers to the Consolidated Master Fund LP could have FIRPTA implications for non-U.S. partners.
The IRS suggested that the PLR request include a brief FIRPTA analysis addressing whether any portfolio company interests constitute USRPIs, or, alternatively, an explicit representation that the ruling request does not cover FIRPTA issues and that the parties reserve the FIRPTA analysis for separate determination. The IRS indicated that either approach would be acceptable.
Calderwood & Harkness will evaluate whether to include a full FIRPTA analysis in the PLR request or to carve out the FIRPTA issue with appropriate reservations. This decision will be made by Leonard Cross and Sylvia Hartwell after conferring with Stefan Dalmqvist and Priya Narasimhan, and is targeted for resolution by July 28, 2025.
C. Timing and Sequencing of Steps
The IRS expressed general comfort with the sequencing of the five steps and the spacing between them. The IRS noted the approximately two-week interval between Step 2 (October 1, 2025) and Step 3 (October 15, 2025), and the approximately two-week interval between Step 3 (October 15, 2025) and Step 4 (November 1, 2025), and did not express concern about the pacing.
The IRS asked whether any step is contingent on the completion of a prior step — i.e., whether the completion of Step 2 is a condition precedent to the commencement of Step 3, and so forth. Calderwood & Harkness confirmed that each step is intended to be independently effective as a legal matter, but that the overall reorganization is a single integrated plan and the parties anticipate completing all five steps in the order and on the timeline described. No step is legally contingent on the completion of any other step, but the practical intent is to complete the steps in sequence.
The IRS noted that the PLR request should clearly state the target date for each step, as follows:
D. Number of Portfolio Companies and Asset Schedule
The IRS asked for confirmation that the PLR request and ruling will cover all 23 portfolio companies held across the four Legacy Offshore Vehicles — 11 portfolio companies held by the Fund IV vehicles (Fund IV-A (Cayman) LP and Fund IV-B (Luxembourg) SCSp) and 12 portfolio companies held by the Fund V vehicles (Fund V-A (Cayman) LP and Fund V-B (Luxembourg) SCSp).
Calderwood & Harkness confirmed that the ruling request covers all 23 portfolio companies. The IRS requested a complete schedule of all portfolio companies with FMV, adjusted tax basis, and built-in gain — not just the five representative companies that were discussed during the conference (NovaBright Data Systems Inc., Crestline Cloud Solutio

MEMORANDUM

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT

I. EXECUTIVE SUMMARY

II. BACKGROUND AND CONFERENCE LOGISTICS

III. DETAILED SUMMARY OF IRS FEEDBACK BY RULING

Record

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