Hayfin Emerald CLO II (Refinance): 30 May 2021

The assets securing the Offered 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.

On 18 April 2019 (the Original Issue Date) Hayfin Emerald CLO II issued Class A-1 Senior Secured Floating Rate Notes due 2032, Class A-2 Senior Secured Floating Rate Notes due 2032, Class B-1 Senior Secured Floating Rate Notes due 2032, Class B-2 Senior Secured Fixed Rate Notes due 2032, Class C Senior Secured Deferrable Floating Rate Notes due 2032, Class D Senior Secured Deferrable Floating Rate Notes due 2032, Class E Senior Secured Deferrable Floating Rate Notes due 2032, Class M Notes due 2032, Class S-1 Subordinated Notes due 2032 and Class S-2 Subordinated Notes due 2032.

On or about 27 May 2021 (the Issue Date) the Issuer will, subject to certain conditions, refinance the Original Notes by issuing Class A Senior Secured Floating Rate Notes due 2034, Class B-1 Senior Secured Floating Rate Notes due 2034, Class B-2 Senior Secured Fixed Rate Notes due 2034, Class C-1 Senior Secured Deferrable Floating Rate Notes due 2034, Class C-2 Senior Secured Deferrable Floating Rate Notes due 2034, Class D Senior Secured Deferrable Floating Rate Notes due 2034, Class E Senior Secured Deferrable Floating Rate Notes due 2034 and Class F Senior Secured Deferrable Floating Rate Notes due 2034. The Issuer will also issue additional Subordinated Notes due 2034.

Note: The Class M Notes were issued on the Original Issue Date and are not being offered pursuant to this transaction. Also note, the Additional Subordinated Notes being offered pursuant to the Offering Circular and the Existing Subordinated Notes issued on the Original Issue Date shall form a single class of Subordinated Notes.

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

EU & UK Risk Retention: Hayfin Emerald Management LLP shall act as the Retention Holder for the purposes of the EU Retention and Transparency Requirements and will undertake (i) 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 of not less than 5% of the nominal value of each Class of Refinancing Notes (for the purposes of which (x) the Class B-1 Notes and the Class B-2 Notes and (y) the Class C-1 Notes and the Class C-2 Notes shall in each case be treated as a single Class of Notes) and (ii) to retain on an ongoing basis for so long as any Class of Notes remains outstanding not less than 5% of the Principal Amount Outstanding of each of the Class M Notes and the Subordinated Notes.

US Risk Retention: Based on the LSTA Decision, no party involved in the transaction will obtain on the Issue Date and retain any Notes intended to satisfy the U.S. Risk Retention Rules.