Harvest CLO XXVIII DAC: 23 April 2022

The assets securing the Notes will consist of a portfolio of Senior Secured Loans, Senior Secured Bonds, Second Lien Loans, Unsecured Senior Obligations, Mezzanine Obligations, PIK Securities, Corporate Rescue Loans and High Yield Bonds, and will be managed by Investcorp Credit Management EU Limited.

Eligibility criteria (includes): it is a Senior Secured Loan, Senior Secured Bond, Second Lien Loan, Unsecured Senior Obligation, Mezzanine Obligation, High Yield Bond, Received Obligation or PIK Security; it is not a lease; it is not an obligation whose repayment is subject to substantial non-credit related risk or the non-occurrence of certain catastrophes as determined by the Portfolio Manager; it is not convertible into equity; it has been assigned or otherwise has a Fitch Rating of at least “CCC-” and a Moody’s Rating of at least “Caa3” (other than in respect of a Corporate Rescue Loan); it is not a Synthetic Security; it is not a Project Finance Loan; it is not a Letter of Credit; it has a minimum purchase price of 60.0% of the Principal Balance of each Collateral Debt Obligation.

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 equals at least €450mln (representing 100% of the Target Par Amount).

The Rated Notes are being offered by the Issuer through Jefferies International Limited or an affiliate thereof in its capacity as lead manager, arranger and initial purchaser of the offering of the Notes.

EU Risk Retention: The Retention Holder (Investcorp European Loan Company) will subscribe for and retain on the Issue Date (and each subsequent date of additional issuance of Notes) and hold on an ongoing basis and on its own account, 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 through the purchase and retention of Subordinated Notes with an aggregate purchase price equal to or greater than 5% of the Aggregate Collateral Balance on the relevant date of determination pursuant to Article 6(3)(d) of the Securitisation Regulation.

US Risk Retention: The Retention Holder does not intend to purchase or retain notes for the purposes of satisfying the US Risk Retention Rules, and instead intends to use the “Safe harbor for certain foreign related transactions” contained in Section __.20 of the US Risk Retention Rules.