Indigo Credit Management II DAC: 15 December 2024

The assets securing the Debt will consist of a portfolio of primarily Senior Loans, Senior Secured Bonds, Mezzanine Obligations and High Yield Bonds, and will be managed by Pemberton Capital Advisors LLP.

The Collateral Manager is incorporated in the UK and is part of the Pemberton Group and is majority owned by Pemberton Asset Management Services UK Ltd, which is a wholly owned subsidiary of Pemberton Asset Management Holdings Limited. As of 2 July 2024, Pemberton Group’s pro forma assets under management were approximately €21.0bln.

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 (in each case, which may include a PIK Security or a PIK Toggle Security); it is not a Structured Finance Security or a Synthetic Security; it is not a Zero Coupon Security; 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 is not a Step-Down Coupon Security; it is an ESG Compliant Obligation; other than in the case of a Corporate Rescue Loan, a Current Pay Obligation, any Received Obligation received as part of a Bankruptcy Exchange or an obligation which is an Uptier Priming Debt, it has an S&P Rating of not lower than “CCC-” and a Fitch Rating of not lower than “CCC-”.

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 €320mln, which is approximately 80.00 % 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.

EU Risk Retention: The Retention Holder (Esperance Capital I Limited) has agreed to retain on an ongoing basis a material net economic interest in the first loss tranche of not less than 5% of the nominal value of the securitised exposures through the purchase on the Issue Date and retention of Subordinated Notes with an aggregate purchase price equal to or greater than five percent of the Aggregate Collateral Balance on the relevant date of determination.

US Risk Retention: The Retention Holder has agreed to act as a “sponsor” for the purposes of the US Risk Retention Rules and will acquire Subordinated Notes on or prior to the Issue Date which will represent an aggregate amount equal to at least 5% of the “fair value” (as defined in the US Risk Retention Rules).