St Paul's CLO XI: 18 July 2019

The assets securing the notes will consist primarily of a portfolio of Senior Obligations, Mezzanine Obligations and High Yield Bonds, and will be managed by Intermediate Capital Managers Limited.

Eligibility criteria (includes): it is a Secured Senior Obligation, a Corporate Rescue Loan, an Unsecured Senior Obligation, a Mezzanine Obligation, a Second Lien Loan or a High Yield Bond, in each case; it is not a Defaulted Obligation, a Credit Risk Obligation or a Deferring Security; it is not a Structured Finance Security or a Synthetic Security; it is not a lease; other than in the case of a Corporate Rescue Loan, it has a Fitch Rating of not lower than “CCC-” and a Moody’s Rating of not lower than “Caa3”; is an obligation of an Obligor or Obligors Domiciled in a Non-Emerging Market Country (as determined by the Investment Manager acting on behalf of the Issuer); it is not a Step-Down Coupon Security or a Step-Up Coupon Security; it is not a Project Finance Loan; it is not a letter of credit.

The Issuer anticipates that, by the Issue Date, it will have purchased or committed to purchase Collateral Obligations the Aggregate Principal Balance of which is equal to at least €284mln, which is approximately 71% of the Target Par Amount.

The Notes are being offered by the Issuer through Merrill Lynch International in its capacity as Initial Purchaser of the Notes subject to prior sale.

EU Risk Retention: The Retention Holder will acquire and hold the Retention Notes on the terms set out in the Retention Undertaking Letter. It will retain, in its capacity as originator, on an ongoing basis, for so long as any Class of Notes remains outstanding a material net economic interest in the first loss tranche of not less than 5% of the nominal value of the securitised exposures through the purchase and retention of Subordinated Notes.

US Risk Retention: As a result of the LSTA Decision, collateral managers of “open market CLOs” (described in the LSTA Decision as CLOs where assets are acquired from “arms-length negotiations and trading on an open market”) are no longer subject to U.S. risk retention and do not have to comply with the U.S. Risk Retention Rules.