Northwoods Capital 23 Euro: 09 May 2021

The assets securing the Notes will consist primarily of a portfolio of Secured Senior Loans, Secured Senior Bonds, High Yield Bonds and Unsecured Senior Obligations, and will be managed by Northwoods European CLO Management LLC.

Please note: The amount comprised in the Class A Notes is prior to any conversion of the Class A-1 Loan. The Class A-2 Loan is non-convertible. Upon conversion of any Class A-1 Loan (or a part thereof) into the Class A Notes, the Principal Amount Outstanding of the Class A-1 Loan shall be reduced and the Principal Amount Outstanding of the Class A Note shall be increased in equal amount.

Eligibility criteria (includes): it is a Secured Senior Loan, a Secured Senior Bond, a Corporate Rescue Obligation, an Unsecured Senior Obligation, a High Yield Bond, a Mezzanine Obligation, a PIK Obligation, a Current Pay Obligation or a Second Lien Loan; it is not a: (i) Structured Finance Obligation; (ii) Synthetic Security; (iii) Letter of Credit; or (iv) any other asset backed security; it is an obligation of an Obligor or Obligors Domiciled in a Qualifying Country (as determined by the Collateral Manager acting on behalf of the Issuer); it is not a Step-Down Coupon Security; it is not a Project Finance Loan.

The Issuer expects that, by the Closing Date, it will have committed to acquire Collateral Debt Obligations with an Aggregate Principal Balance of at least 90 per cent of the Target Par Amount.

The Notes are being offered by the Issuer through Barclays Bank plc in its capacities as sole arranger and initial purchaser of such Notes subject to prior sale.

EU & UK Risk Retention: The Collateral Manager shall act as Retention Holder for the purposes of the EU/UK Retention Requirements and will, for so long as any Class of Debt remains Outstanding, undertake to subscribe for and retain, on an ongoing basis and for its own account, a material net economic interest in the transaction which will be comprised of not less than 5% of the nominal value of each of the tranches sold or transferred to investors on the Closing Date.

US Risk Retention: Based on the LSTA Decision, no party currently intends to obtain on the Closing Date and retain after the Closing Date any Notes for the purpose of satisfying the U.S. Risk Retention Rules.