Extract to table
Pull the structured facts out of a document: parties, dates, amounts, obligations.
Extract to table / memo-schedule-13e3-compliance.docx
memo-schedule-13e3-compliance.docx
Parties
HARKNESS LLP
Digital Infrastructure Fund VI LP
Stratos Merger Sub Inc
Pinnacle Growth Ventures LLC
Solara Fund VI GP LLC
Solara Digital GP LLC
Solara Digital Infrastructure LP
Sato LLP
Dates
March 20, 2024
January 22, 2024
April 15, 2024
July 10, 2024
July 30, 2024
January 8, 2024
May 20, 2024
July 9, 2024
March 11, 2024
April 3, 2024
Amounts
$6,800,000,000
$36.92
$142,814,544
$473,241,408
$616,055,952
$12.4
$221,000,000
$374,000,000
$1,020,000,000
$51,000,000
Obligations
Accordingly, Schedule 13E-3 must be filed with the SEC by Cloudium and each "affiliate" that is "engaged in" the going-private transaction
When Rule 13e-3 applies, the filing persons must file Schedule 13E-3 with the SEC, which requires extensive disclosure pursuant to the items specified in Regulation M-A (17 C
The post-closing indemnification provisions of the Merger Agreement must be described in detail: • Aggregate cap on indemnification obligations: $1,020,000,000 (approximately 15% of total equity value)
The following conditions to the consummation of the Merger must be disclosed: • Stockholder approval: affirmative vote of holders of a majority of the outstanding shares of Cloudium common stock
• No Material Adverse Effect: no material adverse effect shall have occurred with respect to Cloudium since the date of the Merger Agreement
The filing must describe the historical relationship between Pinnacle and Cloudium