CVC Cordatus Loan Fund XVI DAC: 14 December 2019

The assets securing the Notes will consist of a portfolio of Senior Secured Loans, Senior Secured Bonds, Second Lien Loans, Mezzanine Obligations and High Yield Bonds, and will be managed by CVC Credit Partners European CLO Management LLP.

The Notes (other than the Retention Notes and the Class M-2 Subordinated Notes purchased by the Retention Holder and CVC Credit Partners Global CLO Management Limited, respectively) are being offered by the Issuer through Deutsche Bank AG, London Branch in its capacity as initial purchaser of the offering of such Notes, subject to prior sale.

Eligibility criteria (includes): it is a Senior Secured Loan, Senior Secured Bond, an Senior Unsecured Obligation, a Corporate Rescue Loan, a Mezzanine Obligation, a Second Lien Loan or a High Yield Bond, a PIK Obligation or a Bridge Loan; it is not a lease; it is not a Structured Finance Security, pre-funded letter of credit or a Synthetic Security; it is not a Zero Coupon Obligation, Step-Up Coupon Security or Step-Down Coupon Security; other than in the case of Corporate Rescue Loans, it has an S&P Rating and a Fitch Rating of not lower than “CCC-”; is an obligation of an Obligor or Obligors Domiciled in a Non-Emerging Market Country (as determined by the Collateral Manager acting on behalf of the Issuer); it is not a Project Finance Loan; it is not, and is not convertible into, an equity security.

The Issuer anticipates that, by the Issue Date, it will have purchased or committed to purchase Collateral Debt Obligations the Aggregate Principal Balance of which is equal to at least €280mln, which is approximately 70.0% of the Target Par Amount.

EU Risk Retention: The Collateral Manager shall act as Retention Holder for the purposes of the EU Retention and Transparency Requirements as an “originator” (as such term is defined in the Securitisation Regulation as at the Issue Date). The Collateral Manager acting through its Jersey branch in its capacity as Retention Holder will undertake and agree on an ongoing basis so long as any Notes remain outstanding to subscribe for and retain, on an ongoing basis and for its own account, a material net economic interest in Class M-1 Subordinated Notes with a Principal Amount Outstanding equal to not less than 5% of the greater of (i) the Aggregate Collateral Balance and (ii) the Target Par Amount in accordance with Article 6(3)(d) of the Securitisation Regulation in force as at the Issue Date.

US Risk Retention: In the LSTA Decision, the United States Court of Appeals for the District of Columbia held that regulators lacked Congressional authority to designate the collateral manager of an open market CLO as the “sponsor” of such CLO. Each prospective investor should note that no party involved in the transaction will obtain on the Issue Date and retain any Notes intended to satisfy the U.S. Retention Requirements.