Adagio XII EUR CLO DAC: 05 September 2024

The assets securing the Notes will consist predominantly of a portfolio of Secured Senior Loans and Secured Senior Bonds, Mezzanine Obligations, Corporate Rescue Loans, Loss Mitigation Obligations and High Yield Bonds, and will be managed by AXA Investment Managers, Inc.

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 lease; it is not a Zero Coupon Security; it is not a Structured Finance Security, a pre-funded letter of credit or a Synthetic Security; it is an obligation of an Obligor or Obligors Domiciled in a Non-Emerging Market Country (as determined by the Investment Manager acting on behalf of the Issuer); it is not a Project Finance Loan; other than in the case of a Corporate Rescue Loan, a Current Pay Obligation or an obligation which is an Uptier Priming Debt, it has (i) a Fitch Rating not lower than “CCC-” and (ii) a S&P Rating of not lower than “CCC-”; it is acquired by the Issuer for a purchase price equal to or greater than 65.0% of its Principal Balance, unless such Collateral Debt Obligation is a Swapped Non-Discount Obligation in which case 60.0%.

The Issuer anticipates that, by or on the Issue Date, the Investment Manager on its behalf will have purchased or committed to purchase Collateral Debt Obligations the Aggregate Principal Balance of which equals at least approximately €330mln, representing approximately 94.0% of the Target Par Amount.

The Notes will be offered by the Issuer through Natixis in its capacities as sole arranger and initial purchaser of the offering of such Notes subject to prior sale.

EU Risk Retention: The Investment Manager shall act as the Retention Holder for the purposes of the Retention Requirements to acquire on the Issue Date, hold and retain, on an ongoing basis in its capacity as originator, for so long as any Class of Notes remains outstanding, a material net economic interest in the form specified in Article 6(3)(a) of the Securitisation Regulations of not less than 5% of the outstanding nominal value of each of the tranches sold or transferred to investors on the Issue Date.

US Risk Retention: Based on the LSTA Decision it should be assumed by each prospective investor that no party involved in the transaction will obtain on the Issue Date and retain any Notes intended to satisfy the US Risk Retention Rules.