Victory Street CLO I DAC: 18 December 2024

The assets securing the Notes will consist primarily of a portfolio of Senior Secured Loans, Senior Secured Bonds, Second Lien Loans, Mezzanine Obligations and High Yield Bonds, and will be managed by CIC Private Debt SAS.

Eligibility criteria (includes): it is a Senior Secured Loan, Senior Secured Bond, a Senior Unsecured Obligation, a Corporate Rescue Loan, a Mezzanine Obligation, a Second Lien Loan or a High Yield Bond, a PIK Obligation or a Bridge Loan; it is not a lease; it is not a Zero Coupon Obligation; it is not a Structured Finance Security, pre-funded letter of credit or a Synthetic Security; other than in the case of Corporate Rescue Loans or Uptier Priming Debt, it has a S&P Rating of not lower than "CCC-" and a Fitch Rating of not lower than "CCC-"; it is not a Project Finance Loan; it is not, and is not convertible into, an equity security; it has a minimum purchase price of 60.0%.

The Issuer anticipates that, by the Issue Date, it will have purchased or committed to purchase Collateral Debt Obligations the Aggregate Principal Balance of which is equal to at least €300mln, which is approximately 100% of the Target Par Amount.

The Notes (other than Class A-R Notes) are being offered by the Issuer through Morgan Stanley & Co International plc in its capacity as arranger and initial purchaser of such Notes subject to prior sale.

EU & UK Retention Holder: CIC Private Debt SAS (the Retention Holder) will undertake to acquire a material net economic interest in certain Subordinated Notes on the Issue Date in connection with the EU/UK Retention Requirements.

US Risk Retention: No party expects to be required to comply with the US Risk Retention Rules, and none of the Collateral Manager or its affiliates will have any obligation to hold any Notes for any period of time for the purposes of complying with the US Risk Retention Rules.