MV Credit Euro CLO III DAC: 04 December 2023

The assets securing the Notes will consist of a portfolio of primarily Senior Loans, Senior Secured Bonds, Mezzanine Obligations and High Yield Bonds, and will be managed by MV Credit S.À R.L., acting through its Paris Branch.

MV Credit is an independently managed pan-European private credit specialist founded in 2002, with offices in Luxembourg, Paris and London. The MV Credit S.À R.L. entity was authorised by the CSSF in 2020. MV Credit S.À R.L., the Collateral Manager, acts from its Paris Branch.

Eligibility criteria (includes): it is a Senior Secured Loan, a Senior Secured Bond, an Unsecured Senior Loan, a Mezzanine Obligation, a Second Lien Loan, a Corporate Rescue Obligation or a High Yield Bond; it is not a Structured Finance Security, letter of credit or a Synthetic Security; it is not a Zero Coupon Security; it has an S&P Rating of not lower than "CCC" and a Fitch Rating of not lower than "CCC" (in each case unless it is a Corporate Rescue Obligation or Uptier Priming Debt or such obligation is being acquired in a Bankruptcy Exchange); it is an obligation in respect of which the Obligor is Domiciled in a Qualifying Country, as determined by the Collateral Manager; it is not a Project Finance Loan; it is purchased at a price not less than 60.0% of the outstanding principal balance thereof.

The Issuer anticipates that, by the Issue Date, it or the Collateral Manager on its behalf will have purchased or committed to purchase Collateral Debt Obligations, the Aggregate Principal Balance of which is equal to at least €276.25mln which is approximately 85.00% of the Target Par Amount.

The Notes are being offered by the Issuer through Citigroup Global Markets Limited in its capacity as placement agent of such Notes subject to prior sale.

EU & UK Risk Retention: The Retention Holder (MV Credit CLO Equity S.À R.L) will, on the Issue Date, subscribe for and hold, on an ongoing basis, as originator (for the purpose of the Retention Requirements), so long as any Notes remain outstanding, a material net economic interest of not less than 5% in the securitisation comprised of the Notes in the form specified in paragraph 3(d) of Article 6 of the Securitisation Regulations, being retention of the first loss tranche and, if necessary, other tranches having the same or a more severe risk profile than those transferred or sold to investors and not maturing any earlier than those transferred or sold to investors, through the purchase and retention of the Retention Notes such that the purchase price of the Retention Notes comprises not less than 5% of the Aggregate Collateral Balance.

US Risk Retention: The Retention Holder intends to rely on the "Safe harbor for certain foreign-related transactions" contained in the US Risk Retention Rules.