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Sona Fios CLO I DAC: 22 December 2023

The assets securing the debt will consist of a portfolio primarily of Senior Loans, Senior Secured Bonds, Mezzanine Obligations and High Yield Bonds, and will be managed by Sona Asset Management (UK) LLP. Sona UK is a limited liability partnership incorporated under the laws of England and Wales and is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Sona UK is an affiliate of Sona Asset Management (US) LLC. Sona was founded in 2016 and, as of 30 September 2023, Sona has over USD 4.8bln assets under management and approximately 51 investment and business professionals. Sona maintains offices in London and New York.

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 Loan, or a High Yield Bond; other than in the case of a Corporate Rescue Loan, it is not a Defaulted Obligation or a Credit Impaired Obligation (unless such Defaulted Obligation or Credit Impaired Obligation is being acquired in an Exchange Transaction or an obligation which is Uptier Priming Debt); it is not a Zero Coupon Security; other than in the case of a Corporate Rescue Loan or Uptier Priming Debt (which shall have a rating as determined by the definition of “S&P Rating” and “Fitch Rating” as applicable) it is an obligation which has: (i) a S&P Rating of “CCC-” or higher and (ii) a Fitch Rating of “CCC-” or higher; it is not subject to a tender offer, voluntary redemption, exchange offer, conversion or other similar action for a price less than its par amount plus all accrued and unpaid interest; it is not a Project Finance Loan; it shall have been acquired by the Issuer for a purchase price of not less than 60.0% of the par value 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 €382.5mln, which is approximately 90.0% of the Target Par Amount.

The Notes are being offered by the Issuer through J.P. Morgan Securities plc or an affiliate thereof in its capacity as placement agent of the offering of such Placed Notes subject to prior sale.

EU Risk Retention: Sona Fios Loan Management Limited (the Retention Holder) will undertake to subscribe for on the Issue Date and retain, in its capacity as originator, on an ongoing basis and for its own account, for so long as any Class of Notes remains Outstanding, a material net economic interest in the transaction comprising not less than 5% of each Class of Debt in connection with the Retention Requirements.

US Risk Retention: While the Retention Holder believes the US Risk Retention Rules do not apply to this transaction, the Retention Holder will retain the Retention Notes in order to satisfy the US Risk Retention Rules.