Segovia European CLO 6-2019 (Bardin Hill 19-1): 09 May 2019

The assets securing the Notes will consist of a portfolio of primarily Secured Senior Loans, Secured Senior Bonds, Unsecured Senior Obligations, Second Lien Loans, High Yield Bonds and Mezzanine Obligations, and will be managed by Bardin Hill Loan Advisors (UK) LLP.

The Collateral Manager is a United Kingdom limited liability partnership, the indirect parent of which is Bardin Hill Loan Management LLC. Founded in 1981, Bardin Hill constitutes a global investment firm with approximately $10.2 billion in AUM as of 1 January 2019. Of that $10.2 billion, BHLM, through its affiliates, manages approximately $7.6 billion in bank loan strategies, including CLOs and separately managed accounts. The Collateral Manager is authorised and regulated by the FCA.

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 Structured Finance Security or a Synthetic Security; it is not a Defaulted Obligation, a Current Pay Obligation or a Credit Risk Obligation (unless such Defaulted Obligation is being acquired in an Exchange Transaction); it is not a lease; it is not a Zero Coupon Obligation; other than in the case of Corporate Rescue Loans, it is an obligation which has a Moody’s Rating of “Caa3” or higher and a Fitch Rating of “CCC” or higher; it is not a Project Finance Loan; it is not an obligation of an Obligor or Obligors Domiciled in Japan.

The Issuer anticipates that, by the Issue Date, it will have purchased or committed to purchase Collateral Obligations the Aggregate Principal Balance of which is equal to at least €280 million, which is approximately 80.0% of the Target Par Amount.

The Notes are being offered by the Issuer through Merrill Lynch International in its capacity as initial purchaser of such Notes (other than certain of the Class M Notes and the Retention Notes) subject to prior sale.

EU Risk Retention: In accordance with the EU Retention and Transparency Requirements, the Collateral Manager, in its capacity as the Retention Holder, will undertake to subscribe for and retain a material net economic interest of not less than 5% of the Principal Amount Outstanding of each Class of Notes by subscribing for and holding, on an ongoing basis and for so long as any Notes are Outstanding, no less than 5% of the Principal Amount Outstanding of each Class of Notes.

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