Newhaven CLO, DAC (2nd Refinancing): 11 April 2021

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 Bain Capital Credit, Ltd. (the Collateral Manager).

On 5 November 2014 (the Original Issue Date), Newhaven CLO issued Class A-1 Senior Secured Floating Rate Notes due 2028, Class A-2 Senior Secured Fixed Rate Notes due 2028, Class B-1 Senior Secured Floating Rate Notes due 2028, Class B-2 Senior Secured Fixed Rate Notes due 2028, Class C Senior Secured Deferrable Floating Rate Notes due 2028, Class D Senior Secured Deferrable Floating Rate Notes due 2028, Class E Senior Secured Deferrable Floating Rate Notes due 2028, Class F Senior Secured Deferrable Floating Rate Notes due 2028 and Subordinated Notes due 2028.

On 15 February 2017 (the 2017 Refinancing Date), the Issuer issued Class X Senior Secured Floating Rate Notes due 2030 and refinanced the 2014 Notes by issuing Class A-1R Senior Secured Floating Rate Notes due 2030, Class A-2R Senior Secured Fixed Rate Notes due 2030, Class B-R Senior Secured Floating Rate Notes due 2030, Class C-R Senior Secured Deferrable Floating Rate Notes, Class D-R Senior Secured Deferrable Floating Rate Notes due 2030, Class E-R Senior Secured Deferrable Floating Rate Notes due 2030, Class F-R Senior Secured Deferrable Floating Rate Notes due 2030 and Class S-2 Subordinated Notes.

On or about 9 April 2021 the Issuer will, subject to certain conditions, refinance the 2017 Refinanced Notes by issuing Class X-R Senior Secured Floating Rate Notes due 2034, Class A-R Senior Secured Floating Rate Notes due 2034, Class B-R Senior Secured Floating Rate Notes due 2034, Class C-R Senior Secured Deferrable Floating Rate Notes due 2034, Class D-R Senior Secured Deferrable Floating Rate Notes due 2034, Class E-R Senior Secured Deferrable Floating Rate Notes due 2034, Class F-R Senior Secured Deferrable Floating Rate Notes due 2034 and Class S-1 Subordinated Notes due 2034. The 2017 Refinanced Notes will be redeemed in full on the Issue Date out of the proceeds of the issue of the Refinancing Notes.

The Offered Notes will be offered by the Issuer through NATIXIS in its capacity as initial purchaser of the offering of such Offered Notes, subject to prior sale.

EU Risk Retention: The Collateral Manager currently acts as Retention Holder for the purposes of the Retention Requirements in its capacity as originator and will undertake to hold and retain, on an ongoing basis, for as long as a Class of Notes remains outstanding, a material net economic interest in the first loss tranche by way of holding Class S-2 Subordinated Notes with a Principal Amount Outstanding, at any time, equal to not less than 5% of the Collateral Principal Amount in accordance with Article 6(3)(d) of the Securitisation Regulations applicable as of the Issue Date.

US Risk Retention: No party involved in the transaction intends to obtain on the Issue Date or retain any Notes intended to satisfy the U.S. Risk Retention Rules nor will any party included in the transaction seek to satisfy any requirements set forth under the U.S. Risk Retention Rules.