EXHIBITS TO PRIVATE LETTER RULING REQUEST
Solara Digital Infrastructure LP
Cross-Border Fund-Platform Reorganization
Prepared by:
CALDERWOOD & HARKNESS LLP 600 Lexington Avenue, 38th Floor New York, NY 10022
and
1900 K Street NW, Suite 1100 Washington, DC 20006
On Behalf of:
SOLARA DIGITAL INFRASTRUCTURE LP (EIN: 82-4917366) SOLARA DIGITAL INFRASTRUCTURE GP LLC (EIN: 82-4917365) 1200 Market Street, Suite 3400 Wilmington, DE 19801
Date: August 15, 2025
Submitted to:
Internal Revenue Service Office of the Associate Chief Counsel (International) CC:INTL 1111 Constitution Avenue NW Washington, DC 20224
With secondary jurisdiction in the Office of the Associate Chief Counsel (Passthroughs & Special Industries), CC:PSI
INTRODUCTORY STATEMENT
The following exhibits are submitted in connection with the private letter ruling request (the "PLR Request") of Solara Digital Infrastructure LP ("Solara" or the "Sponsor"), Solara Digital Infrastructure GP LLC (the "General Partner"), and their affiliated fund vehicles (collectively, the "Solara Fund Platform") regarding the United States federal income tax treatment of a proposed cross-border fund-platform reorganization (the "Reorganization"). The Reorganization involves the domestication and merger of Cayman Islands and Luxembourg fund vehicles into a newly established Delaware-domiciled master fund structure (the "Consolidated Master Fund"), as more fully described in the PLR Request and as depicted in the exhibits enclosed herein.
The PLR Request seeks eight specific rulings under Sections 721(a), 721(b), 367, 731(a), 731(c), 752, 704(c), and 1446 of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulation § 301.7701-3, with respect to the Reorganization. The Reorganization is structured as a five-step integrated transaction planned for execution during the fourth quarter of 2025, with a target effective date of December 1, 2025.
As set forth in greater detail in the PLR Request and in the exhibits that follow, the total fair market value of assets being transferred in the Reorganization is approximately $7.75 billion, with a total adjusted tax basis of approximately $6.03 billion, resulting in total built-in gain of approximately $1.72 billion across 23 portfolio companies held by the Solara Fund Platform. These figures reflect independent appraisals and tax basis computations as of the dates indicated herein.
Each exhibit is identified by letter designation and is described in the Table of Exhibits immediately following this introductory statement. The exhibits are organized to correspond to the structure and analysis presented in the PLR Request and are intended to provide the Service with sufficient factual and analytical support to evaluate the requested rulings.
TABLE OF EXHIBITS
The following table sets forth each exhibit submitted in connection with the PLR Request, together with its letter designation, title, format, and a brief description of its contents.
EXHIBIT A
ORGANIZATIONAL CHARTS DEPICTING CURRENT STRUCTURE OF SOLARA FUND PLATFORM (PRE-REORGANIZATION)
Title: Organizational Charts Depicting Current Structure of Solara Fund Platform (Pre-Reorganization)
Format: Northgate Services Inc. presentation (converted to PDF for submission)
Number of Slides/Pages: [__]
Description. Exhibit A consists of organizational diagrams depicting the current structure of all six Solara fund vehicles and their respective general partners, registered offices, and portfolio company holdings, organized by investor category. The diagrams present the full organizational architecture of the Solara Fund Platform as it exists prior to the proposed Reorganization, and are intended to provide the Service with a comprehensive understanding of the entities, ownership chains, and investment relationships that will be affected by the five-step integrated transaction described in the PLR Request.
Entities Depicted. The following entities are depicted in the organizational charts comprising Exhibit A:
1. Sponsor and Management Entity
Solara Digital Infrastructure LP — A Delaware limited partnership (EIN: 82-4917366). Solara Digital Infrastructure LP serves as the sponsor and management entity for the Solara Fund Platform. As of March 31, 2025, the Solara Fund Platform had aggregate assets under management ("AUM") of approximately $14.7 billion across all fund vehicles. Solara Digital Infrastructure LP provides investment management, advisory, and administrative services to each of the fund vehicles described below pursuant to separate management agreements.
2. General Partner — Management Level
Solara Digital Infrastructure GP LLC — A Delaware limited liability company (EIN: 82-4917365). Solara Digital Infrastructure GP LLC serves as the general partner of Solara Digital Infrastructure LP and is managed by Viktor Raines, Managing Partner. Solara Digital Infrastructure GP LLC also serves as the general partner of the U.S. domestic fund vehicles described below (Fund IV LP and Fund V LP).
3. Fund IV Vehicles
(a) Solara Digital Partners Fund IV LP — A Delaware limited partnership (EIN: 85-2103748). Fund IV LP has total commitments of $4.2 billion, vintage year 2021, and is approximately 72% deployed as of the date hereof. The general partner of Fund IV LP is Solara Digital Infrastructure GP LLC. Fund IV LP serves as the primary investment vehicle for U.S. taxable investors participating in the Fund IV investment program.
(b) Solara Digital Partners Fund IV-A (Cayman) LP — A Cayman Islands exempted limited partnership (U.S. EIN: 98-6241503; Cayman Islands Monetary Authority ("CIMA") registration number MF-72491). Fund IV-A (Cayman) LP has total commitments of $1.85 billion. Its registered office is at Harborstone Corporate Services Ltd., P.O. Box 2714, 94 Solaris Avenue, George Town, Grand Cayman KY1-1111, Cayman Islands. The general partner of Fund IV-A (Cayman) LP is Solara Offshore GP Ltd., a Cayman Islands exempted company. Fund IV-A (Cayman) LP serves as a parallel investment vehicle to Fund IV LP and invests alongside Fund IV LP on a pari passu basis. The limited partners of Fund IV-A (Cayman) LP consist of non-U.S. investors and U.S. tax-exempt investors seeking to mitigate unrelated business taxable income ("UBTI") exposure through the use of this offshore blocker structure.
(c) Solara Digital Partners Fund IV-B (Luxembourg) SCSp — A Luxembourg société en commandite spéciale (U.S. EIN: 98-6241571; Luxembourg Registre de Commerce et des Sociétés ("RCS") number B 248193). Fund IV-B (Luxembourg) SCSp has total commitments of €1.15 billion (approximately $1.24 billion at an exchange rate of 1.08 EUR/USD). Its registered office is at 14, rue Jean-Pierre Brasseur, L-1258 Luxembourg, Grand Duchy of Luxembourg. The general partner (gérant commandité) of Fund IV-B (Luxembourg) SCSp is Solara Luxembourg Management S.à r.l. (RCS B 248194). Fund IV-B (Luxembourg) SCSp serves as a parallel investment vehicle to Fund IV LP for non-U.S. investors with treaty-access requirements and regulatory considerations that favor a Luxembourg-domiciled fund vehicle.
4. Fund V Vehicles
(a) Solara Digital Partners Fund V LP — A Delaware limited partnership (EIN: 88-3467219). Fund V LP has total commitments of $5.6 billion, vintage year 2023, and is approximately 38% deployed as of the date hereof. The general partner of Fund V LP is Solara Digital Infrastructure GP LLC. Fund V LP serves as the primary investment vehicle for U.S. taxable investors participating in the Fund V investment program.
(b) Solara Digital Partners Fund V-A (Cayman) LP — A Cayman Islands exempted limited partnership (U.S. EIN: 98-7891234; CIMA registration number MF-89103). Fund V-A (Cayman) LP has total commitments of $2.45 billion. Its registered office is at Harborstone Corporate Services Ltd., George Town, Grand Cayman, Cayman Islands. The general partner of Fund V-A (Cayman) LP is Solara Offshore GP Ltd. Fund V-A (Cayman) LP serves as a parallel investment vehicle to Fund V LP for non-U.S. investors and U.S. tax-exempt investors.
(c) Solara Digital Partners Fund V-B (Luxembourg) SCSp — A Luxembourg société en commandite spéciale (U.S. EIN: 98-7891267; RCS B 271056). Fund V-B (Luxembourg) SCSp has total commitments of €1.38 billion (approximately $1.49 billion at an exchange rate of 1.08 EUR/USD). Its registered office is at 14, rue Jean-Pierre Brasseur, L-1258 Luxembourg, Grand Duchy of Luxembourg. The general partner (gérant commandité) of Fund V-B (Luxembourg) SCSp is Solara Luxembourg Management S.à r.l. Fund V-B (Luxembourg) SCSp serves as a parallel investment vehicle to Fund V LP for non-U.S. investors with treaty-access and regulatory considerations.
Investor Categories Depicted
The organizational charts in Exhibit A depict the allocation of investors across fund vehicles by investor category, reflecting the Solara Fund Platform's parallel fund structure. The following investor categories and representative investors are shown:
U.S. Taxable Investors. U.S. taxable investors invest through the Delaware main fund vehicles (Fund IV LP and Fund V LP). Representative U.S. taxable investors depicted in the organizational charts include:
• Argyle Family Office Holdings LLC — $95 million commitment to Fund IV LP; $130 million commitment to Fund V LP.
U.S. Tax-Exempt Investors. U.S. tax-exempt investors invest through the Cayman Islands parallel vehicles (Fund IV-A (Cayman) LP and Fund V-A (Cayman) LP) to obtain UBTI blocker benefits associated with the use of an offshore corporate blocker or partnership structure. Representative U.S. tax-exempt investors depicted in the organizational charts include:
• Pinnacle State Employees' Retirement System — $275 million commitment to Fund IV-A (Cayman) LP; $340 million commitment to Fund V-A (Cayman) LP.
• Grandview University Endowment — $120 million commitment to Fund IV-A (Cayman) LP; $185 million commitment to Fund V-A (Cayman) LP.
Non-U.S. Investors. Non-U.S. investors invest through either the Cayman Islands parallel vehicles or the Luxembourg parallel vehicles, depending on applicable tax treaty access, regulatory requirements, and investor-specific considerations. Representative non-U.S. investors depicted in the organizational charts include:
• Nordhaven Sovereign Wealth Fund — $380 million commitment to Fund IV-A (Cayman) LP; $500 million commitment to Fund V-A (Cayman) LP.
• Kestrel Pacific Insurance Group — €200 million commitment to Fund IV-B (Luxembourg) SCSp; €275 million commitment to Fund V-B (Luxembourg) SCSp.
Portfolio Company Holdings Depicted
The organizational charts in Exhibit A depict the portfolio company holdings of each fund vehicle, illustrating the ownership chains from the fund level to the portfolio company level. The Solara Fund Platform holds interests in a total of 23 portfolio companies, of which 11 are held by the Fund IV vehicles and 12 are held by the Fund V vehicles. The organizational charts show the following representative portfolio company holdings:
• NovaBright Data Systems Inc. — A Delaware corporation. Ownership: 60% held by Fund IV-A (Cayman) LP and 40% held by Fund IV LP. NovaBright Data Systems Inc. operates a hyperscale data center platform with facilities in Northern Virginia, Dallas-Fort Worth, and Phoenix.
• Crestline Cloud Solutions LLC — A Delaware limited liability company classified as a disregarded entity for U.S. federal income tax purposes. Ownership: 100% held by Fund IV-B (Luxembourg) SCSp. Crestline Cloud Solutions LLC provides managed cloud infrastructure services to enterprise clients.
• Veridian Edge Computing Corp. — A Delaware corporation. Ownership: 55% held by Fund V-A (Cayman) LP and 45% held by Fund V LP. Veridian Edge Computing Corp. develops and deploys edge computing nodes and related software infrastructure.
• Thorngate Fiber Networks LP — A Delaware limited partnership. Ownership: 100% held by Fund IV-A (Cayman) LP. Thorngate Fiber Networks LP owns and operates long-haul and metro fiber optic networks across the eastern United States.
• Helix SaaS Holdings Ltd. — A Cayman Islands exempted company. Ownership: 100% held by Fund V-A (Cayman) LP. Helix SaaS Holdings Ltd. is a holding company for a portfolio of enterprise software-as-a-service businesses serving the digital infrastructure sector.
The remaining 18 portfolio companies are depicted in the organizational charts with the same level of detail, including entity type, jurisdiction of organization, percentage ownership by each applicable fund vehicle, and position within the overall organizational structure.
EXHIBIT B
ORGANIZATIONAL CHARTS DEPICTING TARGET STRUCTURE OF SOLARA FUND PLATFORM (POST-REORGANIZATION)
Title: Organizational Charts Depicting Target Structure of Solara Fund Platform (Post-Reorganization)
Format: Northgate Services Inc. presentation (converted to PDF for submission)
Number of Slides/Pages: [__]
Description. Exhibit B consists of organizational diagrams depicting the target post-reorganization structure of the Solara Fund Platform, effective December 1, 2025, following the completion of all five steps of the Reorganization. The diagrams present the organizational architecture as it will exist after (i) the formation of new entities, (ii) the contribution of all portfolio assets from the legacy offshore vehicles to the Consolidated Master Fund, (iii) the dissolution of the legacy offshore vehicles, and (iv) the migration of limited partners into the newly established feeder vehicles or continued direct investment structures.
Newly Formed Entities Depicted
The following newly formed entities are depicted in the post-reorganization organizational charts:
1. Solara Consolidated Master Fund GP LLC
A Delaware limited liability company, to be formed on or about September 15, 2025. Solara Consolidated Master Fund GP LLC will serve as the general partner of Solara Consolidated Master Fund LP. It will be wholly owned by Solara Digital Infrastructure GP LLC and will be managed by Viktor Raines, Managing Partner. An application for an employer identification number will be filed promptly following formation, and the entity will elect to be classified as a disregarded entity for U.S. federal income tax purposes under Treasury Regulation § 301.7701-3 (or, in the alternative, will be so classified by default under the check-the-box regulations by virtue of having a single owner).
2. Solara Consolidated Master Fund LP
A Delaware limited partnership, to be formed on or about September 15, 2025. Solara Consolidated Master Fund LP (the "Consolidated Master Fund") will serve as the master fund vehicle consolidating all offshore vehicle portfolio assets following the completion of the Reorganization. The general partner of the Consolidated Master Fund will be Solara Consolidated Master Fund GP LLC. The Consolidated Master Fund is intended to elect classification as a partnership for U.S. federal income tax purposes under Treasury Regulation § 301.7701-3, and a Form 8832 (Entity Classification Election) will be filed with the Internal Revenue Service in connection with such election. The Consolidated Master Fund will hold, directly or indirectly, all 23 portfolio company interests currently held by the four legacy offshore vehicles.
3. Solara International Feeder (Cayman) LP
A Cayman Islands exempted limited partnership, to be formed on or about September 15, 2025. Solara International Feeder (Cayman) LP (the "International Feeder") will serve as the feeder vehicle through which non-U.S. investors invest into the Consolidated Master Fund. The limited partners of the International Feeder will include, among others, Nordhaven Sovereign Wealth Fund and Kestrel Pacific Insurance Group. The International Feeder will elect classification as a partnership for U.S. federal income tax purposes under Treasury Regulation § 301.7701-3, and a Form 8832 (Entity Classification Election) will be filed with the Internal Revenue Service in connection with such election. CIMA registration will be obtained prior to the admission of any limited partners.
4. Solara Tax-Exempt Feeder (Cayman) LP
A Cayman Islands exempted limited partnership, to be formed on or about September 15, 2025. Solara Tax-Exempt Feeder (Cayman) LP (the "Tax-Exempt Feeder") will serve as the feeder vehicle through which U.S. tax-exempt investors invest into the Consolidated Master Fund, in order to provide such investors with continued protection against UBTI exposure. The limited partners of the Tax-Exempt Feeder will include, among others, Pinnacle State Employees' Retirement System and Grandview University Endowment. The Tax-Exempt Feeder will elect classification as a partnership for U.S. federal income tax purposes under Treasury Regulation § 301.7701-3, and a Form 8832 (Entity Classification Election) will be filed with the Internal Revenue Service in connection with such election.
Continuing Entities Depicted
The post-reorganization organizational charts also depict the following entities that will continue in existence following the Reorganization:
(a) Fund IV LP — Solara Digital Partners Fund IV LP will continue as a Delaware limited partnership and will co-invest directly alongside the Consolidated Master Fund for U.S. taxable investors, including Argyle Family Office Holdings LLC ($95 million commitment). Fund IV LP will hold a limited partnership interest in the Consolidated Master Fund reflecting its pro rata share of the consolidated portfolio.
(b) Fund V LP — Solara Digital Partners Fund V LP will continue as a Delaware limited partnership and will co-invest directly alongside the Consolidated Master Fund for U.S. taxable investors, including Argyle Family Office Holdings LLC ($130 million commitment). Fund V LP will hold a limited partnership interest in the Consolidated Master Fund reflecting its pro rata share of the consolidated portfolio.
Dissolved Entities Depicted
The post-reorganization organizational charts show the following four legacy offshore vehicles as dissolved effective December 1, 2025:
• Solara Digital Partners Fund IV-A (Cayman) LP (EIN: 98-6241503; CIMA registration MF-72491)
• Solara Digital Partners Fund IV-B (Luxembourg) SCSp (EIN: 98-6241571; RCS B 248193)
• Solara Digital Partners Fund V-A (Cayman) LP (EIN: 98-7891234; CIMA registration MF-89103)
• Solara Digital Partners Fund V-B (Luxembourg) SCSp (EIN: 98-7891267; RCS B 271056)
Each of these entities will have completed its contribution of portfolio assets to the Consolidated Master Fund and will have distributed its resulting partnership interest in the Consolidated Master Fund to its limited partners prior to dissolution.
Portfolio Company Holdings — Post-Reorganization
Following the completion of the Reorganization, all 23 portfolio company interests currently held across the four legacy offshore vehicles will be consolidated under the Consolidated Master Fund LP. The organizational charts depict each portfolio company as a direct or indirect holding of the Consolidated Master Fund, with ownership percentages aggregated to reflect the combined interests previously held by the separate fund vehicles.
Investor Flow Depiction
The post-reorganization organizational charts depict the following investor flow paths:
Non-U.S. Limited Partners → Solara International Feeder (Cayman) LP → Solara Consolidated Master Fund LP → Portfolio Companies
U.S. Tax-Exempt Limited Partners → Solara Tax-Exempt Feeder (Cayman) LP → Solara Consolidated Master Fund LP → Portfolio Companies
U.S. Taxable Limited Partners → Fund IV LP / Fund V LP → co-investment alongside Solara Consolidated Master Fund LP → Portfolio Companies
This tiered master-feeder structure is designed to preserve the tax-efficiency benefits currently provided by the parallel fund structure while consolidating portfolio management, reducing administrative complexity, and enabling more efficient capital deployment across the Solara Fund Platform.
EXHIBIT C
DIAGRAMS DEPICTING THE FIVE-STEP REORGANIZATION TRANSACTION
Title: Diagrams Depicting the Five-Step Reorganization Transaction
Format: Northgate Services Inc. presentation (converted to PDF for submission)
Number of Slides/Pages: [__]
Description. Exhibit C consists of visual depictions of each of the five integrated steps of the proposed Reorganization. Each step is presented on a separate diagram (or set of diagrams), with entity boxes, arrows indicating the direction of asset and interest flows, relevant Internal Revenue Code section citations, and target execution dates. The diagrams are designed to be read in conjunction with the detailed narrative description of each step set forth in the PLR Request and with the supporting data provided in Exhibits D and E.
The five steps of the Reorganization are summarized below.
Step 1 — Formation of New Entities
Target Date: September 15, 2025
Description of Step: Step 1 involves the formation of the four new entities that will comprise the post-reorganization master-feeder structure. Specifically, the following entities will be organized on or about September 15, 2025:
(a) Solara Consolidated Master Fund GP LLC — To be formed as a Delaware limited liability company. This entity will serve as the general partner of the Consolidated Master Fund.
(b) Solara Consolidated Master Fund LP — To be formed as a Delaware limited partnership. This entity will serve as the master fund vehicle and will be the recipient of all portfolio assets contributed from the legacy offshore vehicles in Steps 2 through 4.
(c) Solara International Feeder (Cayman) LP — To be formed as a Cayman Islands exempted limited partnership. This entity will serve as the feeder vehicle for non-U.S. investors.
(d) Solara Tax-Exempt Feeder (Cayman) LP — To be formed as a Cayman Islands exempted limited partnership. This entity will serve as the feeder vehicle for U.S. tax-exempt investors.
Check-the-box Elections: Concurrently with or promptly following the formation of each new entity, Form 8832 (Entity Classification Election) will be filed with the Internal Revenue Service to elect classification as a partnership for U.S. federal income tax purposes under Treasury Regulation § 301.7701-3 for each of the Consolidated Master Fund LP, the International Feeder (Cayman) LP, and the Tax-Exempt Feeder (Cayman) LP. Solara Consolidated Master Fund GP LLC, as a single-member LLC, will be classified as a disregarded entity by default or by election.
Relevant Code Provisions: Treasury Regulation § 301.7701-3(a), (b), and (c).
Diagram Elements: The Step 1 diagram depicts the formation of each entity with entity boxes showing the name, jurisdiction, and intended tax classification, with arrows indicating the organizational relationships (e.g., Solara Consolidated Master Fund GP LLC as general partner of the Consolidated Master Fund LP).
Step 2 — Contribution of Fund IV-A Cayman Assets
Target Date: October 1, 2025
Description of Step: In Step 2, Fund IV-A (Cayman) LP will contribute all of its portfolio company assets to Solara Consolidated Master Fund LP in exchange for a limited partnership interest in the Consolidated Master Fund. The assets to be contributed in Step 2 consist of Fund IV-A (Cayman) LP's interests in the portfolio companies allocated to the Fund IV Cayman vehicle, including but not limited to the following representative assets:
• NovaBright Data Systems Inc. — 60% ownership interest (of a total $890 million enterprise fair market value); fair market value of contributed interest: $534 million; adjusted tax basis: approximately $312 million; built-in gain: approximately $222 million.
• Thorngate Fiber Networks LP — 100% ownership interest; fair market value: $670 million; adjusted tax basis: $490 million; built-in gain: $180 million.
• Additional portfolio company interests as set forth in Exhibit D.
Aggregate Amounts — Step 2:
Intended Tax Treatment: The contribution of portfolio assets by Fund IV-A (Cayman) LP to the Consolidated Master Fund LP in exchange for a partnership interest is intended to qualify as a tax-free contribution to a partnership under IRC § 721(a). The Consolidated Master Fund LP will take a carryover basis in the contributed assets under IRC § 723, and Fund IV-A (Cayman) LP will take a substituted basis in its partnership interest in the Consolidated Master Fund equal to the adjusted basis of the contributed property under IRC § 722. The holding period of the contributed assets in the hands of the Consolidated Master Fund LP will include the holding period of such assets in the hands of Fund IV-A (Cayman) LP under IRC § 1223(2).
Relevant Code Provisions: IRC §§ 721(a), 722, 723, 1223(2); IRC § 704(c) (allocation of built-in gain with respect to contributed property).
Diagram Elements: The Step 2 diagram depicts Fund IV-A (Cayman) LP contributing portfolio assets (shown as an arrow labeled "Portfolio Company Interests — FMV $2.31B") to the Consolidated Master Fund LP, and the Consolidated Master Fund LP issuing a limited partnership interest (shown as a return arrow) to Fund IV-A (Cayman) LP. Each portfolio company is depicted in a sub-box with its name and applicable fair market value.
Step 3 — Contribution of Fund IV-B Luxembourg Assets
Target Date: October 15, 2025
Description of Step: In Step 3, Fund IV-B (Luxembourg) SCSp will contribute all of its portfolio company assets to Solara Consolidated Master Fund LP in exchange for a limited partnership interest in the Consolidated Master Fund. The assets to be contributed in Step 3 consist of Fund IV-B (Luxembourg) SCSp's interests in the portfolio companies allocated to the Fund IV Luxembourg vehicle, including but not limited to the following representative assets:
• Crestline Cloud Solutions LLC — 100% ownership interest; fair market value: €340 million / $367 million (at 1.08 EUR/USD); adjusted tax basis: €195 million / $211 million; built-in gain: €145 million / $156 million.
• Additional portfolio company interests as set forth in Exhibit D.
Aggregate Amounts — Step 3:
Intended Tax Treatment: The contribution of portfolio assets by Fund IV-B (Luxembourg) SCSp to the Consolidated Master Fund LP in exchange for a partnership interest is intended to qualify as a tax-free contribution under IRC § 721(a), on the same basis as described in Step 2.
IRC § 367 Inapplicability Argument: The PLR Request presents the position that IRC § 367 does not apply to the contributions described in Step 3 (or in any other step of the Reorganization). Section 367 by its terms applies only to transfers of property to or from a corporation in connection with certain exchanges described in Sections 332, 351, 354, 355, 356, or 361. Because the Consolidated Master Fund LP is a partnership (and not a corporation) for U.S. federal income tax purposes, Section 367 is inapplicable. The Step 3 diagram includes an annotation referencing this analysis.
Luxembourg Withholding Tax Analysis: The PLR Request also addresses the Luxembourg withholding tax consequences of the contribution, analyzed under Article 3(2) of the Luxembourg law of July 12, 2013, on alternative investment fund managers, as well as under applicable provisions of Luxembourg domestic tax law governing the transfer of partnership interests and the disposition of assets held through a Luxembourg SCSp. This analysis is included for completeness but is not the subject of any ruling requested from the Service.
Section 1446 Withholding Analysis: To the extent that Fund IV-B (Luxembourg) SCSp is treated as a foreign person engaged in a trade or business within the United States through the partnership, the PLR Request addresses the withholding obligations under IRC § 1446 and concludes that the contribution does not give rise to gain that would be subject to withholding under § 1446(a) because the contribution is treated as a tax-free exchange under § 721(a) and no gain is recognized. The Step 3 diagram includes annotations referencing the § 1446 analysis.
Relevant Code Provisions: IRC §§ 721(a), 722, 723, 1223(2), 367, 704(c), 1446.
Diagram Elements: The Step 3 diagram depicts Fund IV-B (Luxembourg) SCSp contributing portfolio assets (shown as an arrow labeled "Portfolio Company Interests — FMV €1.07B / $1.16B") to the Consolidated Master Fund LP, with a return arrow showing the issuance of a limited partnership interest. Annotations reference § 721(a), the § 367 inapplicability analysis, and the § 1446 withholding analysis.
Step 4 — Contribution of Fund V Offshore Assets
Target Date: November 1, 2025
Description of Step: In Step 4, the two Fund V offshore vehicles will simultaneously contribute all of their respective portfolio company assets to Solara Consolidated Master Fund LP in exchange for limited partnership interests in the Consolidated Master Fund. Specifically:
(a) Fund V-A (Cayman) LP Contribution:
Fund V-A (Cayman) LP will contribute all portfolio company assets (aggregate fair market value: $2.89 billion; aggregate adjusted tax basis: $2.34 billion; aggregate built-in gain: $550 million) to the Consolidated Master Fund LP in exchange for a limited partnership interest. Representative assets include:
• Veridian Edge Computing Corp. — 55% ownership interest (of a total $1.12 billion enterprise fair market value); fair market value of contributed interest: $616 million; adjusted tax basis: approximately $429 million; built-in gain: approximately $187 million.
• Helix SaaS Holdings Ltd. — 100% ownership interest; fair market value: $445 million; adjusted tax basis: $310 million; built-in gain: $135 million.
• Additional portfolio company interests as set forth in Exhibit D.
(b) Fund V-B (Luxembourg) SCSp Contribution:
Fund V-B (Luxembourg) SCSp will contribute all portfolio company assets to the Consolidated Master Fund LP in exchange for a limited partnership interest.
Representative assets are set forth in Exhibit D.
Intended Tax Treatment: The contributions by Fund V-A (Cayman) LP and Fund V-B (Luxembourg) SCSp are each intended to qualify as tax-free contributions under IRC § 721(a), on the same basis as described in Steps 2 and 3. The same § 367 inapplicability argument, § 1446 withholding analysis, and § 704(c) built-in gain allocation principles apply as described in the discussion of Step 3.
Relevant Code Provisions: IRC §§ 721(a), 721(b), 722, 723, 1223(2), 367, 704(c), 1446.
Diagram Elements: The Step 4 diagram depicts both Fund V-A (Cayman) LP and Fund V-B (Luxembourg) SCSp simultaneously contributing portfolio assets to the Consolidated Master Fund LP, with return arrows showing the issuance of limited partnership interests to each contributing entity. The diagram shows the dual-track nature of Step 4 and includes aggregate fair market value labels for each contributing entity's assets.
Step 5 — Dissolution of Legacy Offshore Vehicles and LP Migration
Target Date: December 1, 2025
Description of Step: In Step 5, the four legacy offshore vehicles — Fund IV-A (Cayman) LP, Fund IV-B (Luxembourg) SCSp, Fund V-A (Cayman) LP, and Fund V-B (Luxembourg) SCSp — will dissolve and distribute their sole remaining assets (i.e., their respective limited partnership interests in the Consolidated Master Fund LP) to their existing limited partners. Following these distributions, the limited partners will be directed to the appropriate feeder vehicle based on their investor category:
(a) Non-U.S. Limited Partners — Non-U.S. limited partners of the dissolved offshore vehicles will contribute their distributed Consolidated Master Fund interests to Solara International Feeder (Cayman) LP in exchange for limited partnership interests in the International Feeder. Representative non-U.S. investors making this transition include Nordhaven Sovereign Wealth Fund and Kestrel Pacific Insurance Group.
(b) U.S. Tax-Exempt Limited Partners — U.S. tax-exempt limited partners of the dissolved offshore vehicles will contribute their distributed Consolidated Master Fund interests to Solara Tax-Exempt Feeder (Cayman) LP in exchange for limited partnership interests in the Tax-Exempt Feeder. Representative U.S. tax-exempt investors making this transition include Pinnacle State Employees' Retirement System and Grandview University Endowment.
Intended Tax Treatment — Dissolution Distributions: The distribution by each dissolving offshore vehicle of its partnership interest in the Consolidated Master Fund to its limited partners is intended to be treated as a tax-free distribution under IRC § 731(a). No gain will be recognized by any partner on such distribution except to the extent that the amount of money distributed exceeds the partner's adjusted basis in its partnership interest, and the distributed property consists solely of a partnership interest (and not money). Because the distributed property is a partnership interest in the Consolidated Master Fund (and not money), no gain should be recognized under § 731(a)(1).
IRC § 731(c) Marketable Securities Analysis: The PLR Request includes a detailed analysis under IRC § 731(c), which provides that the distribution of "marketable securities" by a partnership to a partner is treated as a distribution of money for purposes of § 731(a)(1). The PLR Request concludes that the distributed limited partnership interests in the Consolidated Master Fund LP are not "marketable securities" within the meaning of § 731(c)(2), because such interests are not traded on an established securities market, are not readily tradable on a secondary market (or the substantial equivalent thereof), and do not fall within any other category of "marketable securities" enumerated in § 731(c)(2)(A)-(D). Accordingly, § 731(c) does not apply to recharacterize the distributions as distributions of money, and no gain is recognized under § 731(a)(1).
Relevant Code Provisions: IRC §§ 731(a), 731(c), 731(c)(2), 732, 735.
Diagram Elements: The Step 5 diagram depicts each of the four dissolving offshore vehicles distributing its partnership interest in the Consolidated Master Fund LP to its limited partners (shown as outward arrows), followed by arrows showing non-U.S. limited partners contributing such interests to the International Feeder and U.S. tax-exempt limited partners contributing such interests to the Tax-Exempt Feeder. The dissolved entities are shown with cross-hatching or a "dissolved" notation to indicate their termination.
EXHIBIT D
SCHEDULE OF CONTRIBUTING ENTITIES, PORTFOLIO COMPANY ASSETS, FAIR MARKET VALUES, ADJUSTED TAX BASES, AND BUILT-IN GAINS
Title: Schedule of Contributing Entities, Portfolio Company Assets, Fair Market Values, Adjusted Tax Bases, and Built-In Gains
Format: Excel workbook (converted to PDF for submission)
Number of Tabs/Pages: [__]
Description. Exhibit D consists of a detailed tabular schedule organized by contributing entity, listing each portfolio company interest being transferred to Solara Consolidated Master Fund LP in connection with the Reorganization. The schedule contains the following columns for each line item:
(i) Contributing entity name, employer identification number, and jurisdiction of organization;
(ii) Portfolio company name, entity type (corporation, limited partnership, limited liability company, etc.), and jurisdiction of organization;
(iii) Percentage ownership interest being contributed to the Consolidated Master Fund LP;
(iv) Fair market value (in USD) of the contributed interest, as determined by independent appraisal;
(v) Adjusted tax basis (in USD) of the contributed interest, as computed for U.S. federal income tax purposes;
(vi) Built-in gain or loss (in USD), computed as fair market value less adjusted tax basis; and
(vii) Applicable reorganization step (Step 2, Step 3, or Step 4) and target execution date.
For portfolio company interests denominated in euros, the schedule presents both the euro amount and the USD equivalent at an exchange rate of 1.08 EUR/USD.
Summary Data by Contributing Entity
The following is a summary of the data presented in Exhibit D, organized by contributing entity:
Contributing Entity: Solara Digital Partners Fund IV-A (Cayman) LP EIN: 98-6241503 Jurisdiction: Cayman Islands (exempted limited partnership) Applicable Step: Step 2 — Target Date: October 1, 2025
Representative Assets:
Contributing Entity: Solara Digital Partners Fund IV-B (Luxembourg) SCSp EIN: 98-6241571 RCS: B 248193 Jurisdiction: Grand Duchy of Luxembourg (société en commandite spéciale) Applicable Step: Step 3 — Target Date: October 15, 2025
Representative Assets:
Contributing Entity: Solara Digital Partners Fund V-A (Cayman) LP EIN: 98-7891234 Jurisdiction: Cayman Islands (exempted limited partnership) Applicable Step: Step 4 — Target Date: November 1, 2025
Representative Assets:
Contributing Entity: Solara Digital Partners Fund V-B (Luxembourg) SCSp EIN: 98-7891267 RCS: B 271056 Jurisdiction: Grand Duchy of Luxembourg (société en commandite spéciale) Applicable Step: Step 4 — Target Date: November 1, 2025
Detailed portfolio company line items are set forth in the full schedule included in Exhibit D.
Grand Totals.
• Portfolio companies from Fund IV vehicles: 11
• Portfolio companies from Fund V vehicles: 12
Notes on Valuation Methodology
Fair market values set forth in Exhibit D were determined by independent appraisals prepared by Redstone Advisory Group LLC (750 Seventh Avenue, 21st Floor, New York, NY 10019; contact: Marco DeLuca, Managing Director). Redstone Advisory Group LLC is a nationally recognized independent valuation firm with extensive experience in the valuation of digital infrastructure assets, technology companies, and private equity portfolio holdings. The appraisals were prepared in accordance with the Uniform Standards of Professional Appraisal Practice ("USPAP") and reflect fair market value as of the applicable valuation dates specified in the appraisal reports. Copies of the appraisal reports are available upon request and can be provided to the Service as a supplement to this exhibit if required.
Adjusted tax basis figures set forth in Exhibit D were provided by Caldwell Pierce & Co. LLP (400 Renaissance Center, Suite 2500, Detroit, MI 48243; contact: Helen Okamoto, Partner, Financial Services Tax). Caldwell Pierce & Co. LLP serves as the independent accounting firm for all Solara fund vehicles and has prepared or reviewed the U.S. federal income tax returns for each fund vehicle since inception. The adjusted tax basis figures reflect all adjustments required under the Code through the most recent tax year for which returns have been filed, as well as estimated adjustments through the anticipated contribution dates, and are subject to final reconciliation upon completion of the applicable tax year.
EXHIBIT E
SCHEDULE OF LIABILITIES ASSUMED BY SOLARA CONSOLIDATED MASTER FUND LP AND ANALYSIS OF PARTNER-LEVEL LIABILITY SHARES UNDER IRC § 752
Title: Schedule of Liabilities Assumed by Solara Consolidated Master Fund LP and Analysis of Partner-Level Liability Shares Under IRC § 752
Format: Excel workbook (converted to PDF for submission)
Number of Tabs/Pages: [__]
Description. Exhibit E consists of pre- and post-reorganization allocations of aggregate liabilities across all partners of the Legacy Offshore Vehicles and the Consolidated Master Fund LP, together with a detailed analysis under IRC § 752 of the effect of the Reorganization on each partner's share of partnership liabilities. The analysis is designed to demonstrate that no partner will experience a net deemed distribution under § 752(b) in excess of that partner's adjusted basis in its partnership interest, such that no gain recognition results under IRC § 731 by reason of liability shifts occurring in connection with the Reorganization.
Aggregate Liabilities Summary
The total aggregate liabilities to be assumed by the Consolidated Master Fund LP in connection with the Reorganization are $1.34 billion. These liabilities are comprised of portfolio-level debt, subscription credit facility obligations (to the extent transferred), and other liabilities, as set forth below:
The portfolio-level debt consists of term loans, revolving credit facilities, and other indebtedness incurred at the portfolio company level that is allocated to the contributing fund vehicles under the applicable partnership agreements. Other liabilities include accrued management fees, organizational expenses, transaction costs, and other operating liabilities of the contributing entities.
Pre-Reorganization Liability Allocations
The pre-reorganization liability allocations reflect the partner-by-partner allocation of liabilities under the existing fund vehicle partnership agreements, applying the recourse/nonrecourse liability classification rules under Treasury Regulation §§ 1.752-1 and 1.752-2. The allocations reflect each partner's share of liabilities based on its capital commitment, profit and loss sharing ratios, and the economic risk of loss analysis required by Treas. Reg. § 1.752-2 for recourse liabilities and the profit-sharing ratio methodology of Treas. Reg. § 1.752-3 for nonrecourse liabilities.
The pre-reorganization liability allocations include the following representative investors:
• Nordhaven Sovereign Wealth Fund — $380 million commitment to Fund IV-A (Cayman) LP; $500 million commitment to Fund V-A (Cayman) LP. Pre-reorganization share of liabilities across both Fund IV-A and Fund V-A vehicles.
• Kestrel Pacific Insurance Group — €200 million commitment to Fund IV-B (Luxembourg) SCSp; €275 million commitment to Fund V-B (Luxembourg) SCSp. Pre-reorganization share of liabilities across both Fund IV-B and Fund V-B vehicles.
• Pinnacle State Employees' Retirement System — $275 million commitment to Fund IV-A (Cayman) LP; $340 million commitment to Fund V-A (Cayman) LP. Pre-reorganization share of liabilities across both Fund IV-A and Fund V-A vehicles.
• Grandview University Endowment — $120 million commitment to Fund IV-A (Cayman) LP; $185 million commitment to Fund V-A (Cayman) LP. Pre-reorganization share of liabilities across both Fund IV-A and Fund V-A vehicles.