Contego CLO XII: 21 December 2023

The assets securing the Notes will primarily consist of a portfolio of Secured Senior Loans, Secured Senior Bonds, Unsecured Senior Obligations, Mezzanine Obligations, Second Lien Loans, Corporate Rescue Loans and High Yield Bonds, and will be managed by Five Arrows Managers LLP, a Rothschild & Co group company and a wholly owned indirect subsidiary of Rothschild & Co SCA.

Eligibility criteria (includes): it is a Secured Senior Loan, a Secured Senior Bond, a Corporate Rescue Loan, an Unsecured Senior Obligation, a Mezzanine Obligation, a Second Lien Loan or a High Yield Bond; it is not a Structured Finance Security or a Synthetic Security; it is not a Defaulted Obligation, a Credit Risk Obligation or Equity Security; it is not a lease; other than in the case of Corporate Rescue Loans or Uptier Priming Debt, it is an obligation which has a Fitch Rating of “CCC-” or higher and an S&P Rating of “CCC-” or higher and, for so long as any Class A Notes rated by Moody’s are outstanding, a Moody’s Rating of “Caa3” 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; the minimum purchase price of the Collateral Obligation is 60.0% of the Principal Balance of such Collateral 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 €380mln, which is approximately 95.00% of the Target Par Amount.

The Notes are being offered by the Issuer through Jefferies International Limited in their capacity as a co-placement agent of the Notes subject to prior sale.

EU & UK Risk Retention: In accordance with the EU Retention and Transparency Requirements, the Retention Holder (Five Arrows Global Loan Investments plc) will undertake to the Issuer, the Collateral Manager, the Placement Agent, the Arranger and the Trustee to acquire and hold the Retention Notes on the terms set out in the Retention Undertaking Letter.

US Risk Retention: The Retention Holder will retain the US Retained Interest and, such that the US Retained Interest satisfies the requirements for retaining an "eligible horizontal residual interest", complies with the US Risk Retention Rules.