Penta CLO 12 DAC (Refinance): 13 May 2024

The assets securing the Debt 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.

On 9 November 2022 (the Original Issue Date) the Issuer issued Class A Senior Secured Floating Rate Notes due 2035, Class B Senior Secured Floating Rate Notes due 2035, Class C Senior Secured Deferrable Floating Rate Notes due 2035, Class D Senior Secured Deferrable Floating Rate Notes due 2035, Class E Senior Secured Deferrable Floating Rate Notes due 2035 and Class F Senior Secured Deferrable Floating Rate Notes due 2035. The Issuer also issued Subordinated Notes due 2035.

On or about 9 May 2024 (the re-issue and the Refinancing Date) the Issuer will, subject to the satisfaction of certain conditions, redeem the Original Rated Debt by issuing Class A-R Senior Secured Floating Rate Notes due 2037, Class B-R Senior Secured Floating Rate Notes due 2037, Class C-R Senior Secured Deferrable Floating Rate Notes due 2037, Class D-R Senior Secured Deferrable Floating Rate Notes due 2037, Class E-R Senior Secured Deferrable Floating Rate Notes due 2037 and Class F-R Senior Secured Deferrable Floating Rate Notes due 2037.

The Notes are being offered by the Issuer through Merrill Lynch International, 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: For purposes of this transaction PGGLF 2 DAC, which is also acting as an "originator" for purposes of the Retention Requirements, has agreed to act as a "sponsor" for purposes of the US Risk Retention Rules and will acquire an "eligible horizontal residual interest" on the Issue Date.