Rockford Tower Europe CLO 2019-1: 06 December 2019

The assets securing the notes will consist primarily of a portfolio of Senior Loans, Senior Secured Bonds, Mezzanine Obligations and High Yield Bonds, and will be managed by Rockford Tower Capital Management, L.L.C.

Eligibility criteria (includes): it is a Senior Secured Loan, a Senior Secured Bond, an Unsecured Senior Loan, an Unsecured Senior Bond, a Mezzanine Obligation, a Second Lien Loan, a Corporate Rescue Loan, or a High Yield Bond; it is not a lease; it is not a Structured Finance Security, letter of credit or a Synthetic Security; it is not a Zero Coupon Security; other than in the case of a Corporate Rescue Loan, it has a Fitch Rating of not lower than “CCC-” and a Moody’s Rating of not lower than “Caa3”; it is an obligation in respect of which the Obligor (or the guarantor of such obligation) is Domiciled in a Qualifying Country, as determined by the Collateral Manager; it is not a Project Finance Loan; it is not a Step-Down Coupon Security; it is not an ESG Collateral Debt Obligation.

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 €362,618,141, which is approximately 90% of the Target Par Amount.

The Notes are being offered by the Issuer through Citigroup Global Markets Limited in its capacity as placement agent of the offering of such Notes subject to prior sale.

EU Risk Retention: The Collateral Manager shall act as Retention Holder for the purposes of the EU Retention and Transparency Requirements and will undertake to, on the Issue Date, in accordance with Article 6(3)(d) of the EU Retention Requirements, subscribe for and retain on an ongoing basis for so long as any Class of Notes remains outstanding, Subordinated Notes with a Principal Amount Outstanding equal to not less than 5%.

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.