Northwoods Capital 21 Euro: 26 July 2020

The assets securing the notes will consist primarily of a portfolio of Secured Senior Loans, Secured Senior Bonds, High Yield Bonds and Unsecured Senior Obligations, and will be managed by Northwoods European CLO Management LLC.

Northwoods is a member of the Angelo Gordon L.P. group of companies. Angelo Gordon is a privately held firm specialising in global alternative (non-traditional) investments with an absolute return orientation. The firm was founded in 1988 and as of 31 March 2020 manages approximately $35bln.

Eligibility criteria (includes): it is a Secured Senior Loan, a Secured Senior Bond, a Corporate Rescue Loan, an Unsecured Senior Obligation, a High Yield Bond, a Mezzanine Obligation, a PIK Obligation, a Current Pay Obligation or a Second Lien Loan; other than in respect of a Corporate Rescue Loan, it does not constitute a Defaulted Obligation or a Credit Risk Obligation; it is not a lease; it is not a Structured Finance Obligation, Synthetic Security or Letter of Credit or any other asset backed security; it is an obligation of an Obligor or Obligors Domiciled in a Qualifying Country (as determined by the Collateral Manager acting on behalf of the Issuer); it is not a Step-Down Coupon Security; it is not a Zero Coupon Obligation; it is not a Project Finance Loan.

The Issuer expects that, by the Closing Date, it will have committed to acquire Collateral Debt Obligations with an Aggregate Principal Balance of at least 85.0% of the Target Par Amount.

The notes are being offered by the issuer through Merrill Lynch International in its capacity as initial purchaser of such notes subject to prior sale.

EU Risk Retention: The Collateral Manager shall act as Retention Holder for the purposes of the EU Retention and Transparency Requirements and will, for so long as any Class of Notes remains outstanding, undertake to subscribe for and retain, on an ongoing basis and for its own account, a material net economic interest in the transaction which will be comprised of not less than 5% of the nominal value of each of the tranches sold or transferred to investors on the Closing Date within the meaning of Article 6(3)(a) of the Securitisation Regulation.

US Risk Retention: Based on the LSTA Decision, no party currently intends to obtain on the Closing Date and retain after the Closing Date any Notes for the purpose of satisfying the U.S. Risk Retention Rules nor will any party seek to satisfy any other requirements (including with respect to disclosure) set forth under the U.S. Risk Retention Rules.