Adagio V-S EUR CLO DAC : 04 May 2025

The assets securing the Notes will consist predominantly of a portfolio of Secured Senior Loans, Secured Senior Bonds, Mezzanine Obligations, Corporate Rescue Loans, Loss Mitigation Obligations and High Yield Bonds, and will be managed by AXA Investment Managers US Inc.

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, a Letter of Credit or a Synthetic Security; it is not a Zero Coupon Security; it is an obligation of an Obligor or Obligors Domiciled in a Non-Emerging Market Country (as determined by the Investment Manager acting on behalf of the Issuer); it is not a Project Finance Loan; other than in the case of a Corporate Rescue Loan, a Current Pay Obligation or an obligation which is an Uptier Priming Debt, it has (i) a Fitch Rating not lower than “CCC-” and (ii) a S&P Rating of not lower than “CCC-”; other than in the case of any Secured SPV Participation Asset, it is an ESG Compliant 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 Obligations the Aggregate Principal Balance of which is equal to at least €325mln, which is 100% of the Target Par Amount.

The Notes are being offered by the Issuer through Goldman Sachs International or an affiliate thereof in its capacity as arranger of such Notes and as placement agent of such Notes subject to prior sale.

EU Risk Retention: The Investment Manager, in its capacity as originator, will subscribe for on the Issue Date and retain thereafter on an ongoing basis for so long as any Class of Notes remains outstanding a material net economic interest in the form specified in Article 6(3)(a) of the EU Securitisation Regulation of not less than 5.0% of the outstanding nominal value of each of the tranches sold or transferred to investors on the Issue Date.

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