Harvest CLO XVII: 13 May 2017

The assets securing the Notes will consist of a portfolio of Senior Secured Loans, Senior Secured Bonds, Second Lien Loans, Unsecured Senior Obligations, Mezzanine Obligations, PIK Securities, Corporate Rescue Loans, Bridge Loans and High Yield Bonds, and will be managed by Investcorp Credit Management EU Limited.

Eligibility criteria (includes): it is a Senior Secured Loan, Senior Secured Bond, Second Lien Loan, Unsecured Senior Obligation, Mezzanine Obligation, High Yield Bond or PIK Security; it has been assigned or otherwise has a Moody’s Rating of at least “Caa3” (other than in respect of a Corporate Rescue Loan); it has been assigned or otherwise has an S&P Rating of at least “CCC-” (other than in respect of a Corporate Rescue Loan falling within paragraph (d)(iii) of the definition of S&P Rating); it is not a lease; it is not convertible into equity; it is not a Synthetic Security; it is not a Project Finance Loan; is not a Structured Finance Security; if it is a Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation it can only be drawn in its base currency; it is not a Letter of Credit; it has a minimum purchase price of 60 per cent of the Principal Balance of such Collateral Debt Obligation.

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 equals approximately 95.0% of the “Target Par Amount” (this being approximately Eur400mln).

The Placed Notes are being offered by the Issuer through each of The Royal Bank of Scotland plc (trading as NatWest Markets) and GreensLedge Capital Markets Europe LLP in their capacity as joint placement agents of the offering of such Notes.

CRR 405: On the Issue Date, the Retention Holder (The Portfolio Manager) will undertake and agree to subscribe for (either directly or indirectly) and retain, on an ongoing basis for as long as a Class of Notes remains outstanding, Subordinated Notes with a Principal Amount Outstanding equal to no less than 5% of the Aggregate Collateral Balance as of the Issue Date in accordance with paragraph 1(d) of Article 405 of the CRR, Article 51(d) of the AIFMD Level 2 Regulation and paragraph 2(d) of Article 254 and Article 256 of Chapter VIII of Commission Delegated Regulation (EU) 2015/35 in accordance with the EU Retention Requirements.

For the purposes of the US Retention Requirements, the term “Retention Holder” shall refer to the Portfolio Manager (acting as sponsor). The Retention Holder intends to satisfy the US Retention Requirements by acquiring, and thereafter retaining during the period required by the US Retenion Requirements, an eligible horizontal residual interest, which consists of Subordinated Notes having a fair value at least equal to 5% of the fair value of all Notes. Such EHRI will consist of 52% of the Principal Amount Outstanding of the Subordinated Notes as at the Issue Date.