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Bosphorus CLO III: 03 June 2017

The third in the Bosphorus series, where the assets securing the notes will consist primarily of a portfolio of Senior Secured Loans and Senior Secured Bonds. Once again, Commerzbank AG London Branch is acting as the investment manager.

Eligibility criteria (includes): it is a Senior Secured Loan or Senior Secured Bond; it is (i) denominated in Euro and (ii) not convertible into or payable in any other currency; it is not an obligation which has a S&P or Fitch Rating lower than “CCC”; it is an obligation of an Obligor or Obligors Domiciled in an Eligible Country; it is not a Bridge Loan, a Corporate Rescue Loan, a Current Pay Obligation, a Deferring Security, a Delayed Drawdown Obligation, a High Yield Bond, a Mezzanine Loan, a Non-Senior Secured Bond, a Participation, a PIK Security, a pre-funded letter of credit, a Project Finance Loan, a Revolving Obligation, a Second Lien Loan, a Step-Up Coupon Security, a Step-Down Coupon Security, a Structured Finance Obligation, a Synthetic Security, an Unsecured Loan or a Zero-Coupon Security.

The Issuer has committed to purchase all of the Initial Portfolio Assets pursuant to the Initial Collateral Acquisition Agreements. Approximately 69.9% of the Initial Portfolio Assets will be purchased by the Issuer pursuant to the terms of the Forward Sale Agreement and the Multilateral Netting Agreement.

The Notes are being offered by the Issuer through Stifel, Nicolaus & Company, Inc. in its capacity as Initial Purchaser of the Notes subject to prior sale, when, as and if delivered to and accepted by the Initial Purchaser, and to certain conditions. Certain sales may also be co-arranged on behalf of the Issuer by Stifel Nicolaus Europe Limited, an affiliate of the Initial Purchaser.

CRR 405: NPIC Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands managed by Polar Securities Inc, shall act as retention holder. The Retention Holder will for so long as any Class of Notes remain Outstanding, in connection with the Retention Requirements, on an ongoing basis retain a material net economic interest of not less than 5% in the form specified in paragraph 1 (d) of Article 405 by holding Subordinated Notes with a Principal Amount Outstanding of not less than 5% of the Aggregate Collateral Balance.

The Investment Manager does not intend to retain a risk retention interest contemplated by the U.S. Risk Retention Rules in connection with the transaction described in the Offering Circular, or the Notes.

Compare/contrast: Bosphorus CLO II