Hayfin Emerald CLO V DAC: 19 November 2020

The assets securing the Notes will consist of a portfolio of primarily Senior Obligations, Mezzanine Obligations and High Yield Bonds, and will be managed by Hayfin Emerald Management LLP.

Hayfin Capital Management is a private credit alternative asset manager with approximately €15.1bln in assets under management as at 31 March 2020. Hayfin manages four core debt investment strategies: direct lending, special opportunities, high yield & syndicated loans, and structured products. In its private debt strategies Hayfin focuses on generally less liquid, "off-the-run" investment opportunities where there is less competition to provide capital.

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, which is not a sub-participation of a sub-participation); it is not a Defaulted Obligation or a Credit Risk Obligation; it is not a Structured Finance Security or a Synthetic Security; it is not a lease; it is not a Zero Coupon Security or Step-Up Coupon Security; other than in the case of a Corporate Rescue Loan, it has an S&P Rating of not lower than "CCC-" and a Moody’s Rating of not lower than "Caa3"; is an obligation of an Obligor who is domiciled in a jurisdiction the Moody’s local currency country risk ceiling of which is “A3” or above; it is not a Project Finance Loan.

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 €280mln, which is approximately 80.0% of the Target Par Amount.

The Notes are being offered by the Issuer through Goldman Sachs International in its capacity as placement agent of the offering of such Notes subject to prior sale.

EU Risk Retention: HayFin Opal 2020 (B) LP shall act as the Retention Holder for the purposes of the EU Retention and Transparency Requirements and shall undertake to acquire on the Issue Date and hold 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 in accordance with Article 6(3)(d) of the Securitisation Regulation, through the purchase and retention of Subordinated Notes with an original Principal Amount Outstanding (such original Principal Amount Outstanding calculated as of the date of issuance of such Subordinated Notes) multiplied by the price at which such Subordinated Notes were purchased by the Retention Holder, being an amount equal to no less than 5% of the Collateral Principal Amount.

U.S. Risk Retention: The Retention Holder intends to satisfy the risk retention requirements under the U.S. Risk Retention Rules by acquiring and holding an "eligible horizontal residual interest" in an amount at least equal to the amount required.