Ares European CLO XII BV: 15 September 2019

The assets securing the Notes will consist primarily of a portfolio of Senior Obligations, Mezzanine Obligations and High Yield Bonds, and will be managed by Ares European Loan Management LLP.

Eligibility criteria (includes): it is a Secured Senior Loan, a Secured Senior Bond, a Corporate Rescue Loan, an Unsecured Senior Loan, a Mezzanine Obligation, a Second Lien Loan or a High Yield Bond, in each case; it is not a Defaulted Obligation or a Credit Risk Obligation; it is not a Structured Finance Security, a letter of credit, a Synthetic Security or a Participation of a Participation; it is not a lease; it is not a Zero Coupon Security, Step-Up Coupon Security or Step-Down Coupon Security; it has a Fitch Rating of not lower than “CCC-” and a Moody’s Rating of not lower than “Caa3”; is an obligation of an Obligor or Obligors Domiciled in a Non-Emerging Market Country (as determined by the Collateral Manager acting on behalf of the Issuer); it is not a Project Finance Loan; it is not a Collateral Obligation with an Obligor domiciled in a country with a Moody’s local currency country risk ceiling below “A3”.

The Issuer anticipates that by the Issue Date it, or the Collateral Manager on its behalf, will have purchased or committed to purchase Collateral Obligations the Aggregate Principal Balance of which is equal to at least €362mln, which is approximately 80.4% of the Target Par Amount.

The Notes are being offered by the Issuer through Merrill Lynch International in its capacity as initial purchaser of the Notes, subject to prior sale.


EU Risk Retention: The Collateral Manager (Ares European Loan Management LLP) will, on the Issue Date, undertake to retain for so long as any Notes are outstanding 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 and retention of Subordinated Notes with an original Principal Amount Outstanding equal to or greater than 5% of the greater of the Maximum Par Amount and the Collateral Principal Amount on the relevant date of determination within the meaning of Article 6(3)(d) of the Securitisation Regulation.

US Risk Retention: Based on the LSTA Decision, investors should be aware 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.