Penta CLO 15 DAC: 23 December 2023

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 Partners Group (UK) Management Ltd (the Collateral Manager).

Collateral eligibility (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; other than a Corporate Rescue Loan or a Received Obligation, it is not a Defaulted Obligation or a Credit Risk Obligation; it is not a Structured Finance Security, a Synthetic Security or a letter of credit; it is not a Zero Coupon Security, Step-Up Coupon Security or Step-Down Coupon Security; other than in the case of Corporate Rescue Loans, it is an obligation which has a Fitch Rating of “CCC- ” or higher and a S&P Rating of “CCC-” or higher; it is an obligation of an Obligor or Obligors Domiciled in a Non-Emerging Market Country (as determined by the Collateral Manager acting on behalf of the Issuer); it is not a Project Finance Loan or a Bridge Loan; it has a purchase price of not less than 60.0% of the Principal Balance of such obligation.

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 €330mln, which is approximately 94.00% of the Target Par Amount.

The Notes are being offered by the Issuer through Morgan Stanley & Co International plc, or an affiliate thereof, in its capacity as placement agent for the offering of such Notes subject to prior sale.

EU Risk Retention: The Originator (PGGLF 2 DAC) will hold the Retention Notes by acquiring on the Issue Date and holding 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 each of the Retention Requirements, through the purchase and retention of Subordinated Notes with an aggregate purchase price equal to or greater than 5% of the Collateral Principal Amount on the relevant date of determination.

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