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Oak Hill European Credit Partners V Designated Activity Company

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Oak Hill European Credit Partners V Designated Activity Company Oak Hill European Credit Partners V Designated Activity Company (a designated activity company limited by shares incorporated under the laws of Ireland under registered number 585889) Initial Alternative Principal Issue Initial Stated Stated Final Maturity Moody’s4 Fitch6 Notes Amount Price1 Interest Rate2 Interest Rate3 Date Rating5 Rating7 A-1 €260,800,000 100.00% 3 month 6 month 21 February 2030 Aaa(sf) AAAsf EURIBOR + EURIBOR + 0.96% 0.96% A-2 €10,600,000 100.00% 1.10% 1.10% 21 February 2030 Aaa(sf) AAAsf B-1 €47,600,000 100.00% 3 month 6 month 21 February 2030 Aa2(sf) AAsf EURIBOR + EURIBOR + 1.55% 1.55% B-2 €12,200,000 100.00% 1.78% 1.78% 21 February 2030 Aa2(sf) AAsf C €25,900,000 100.00% 3 month 6 month 21 February 2030 A2(sf) Asf EURIBOR + EURIBOR + 2.35% 2.35% D €23,700,000 100.00% 3 month 6 month 21 February 2030 Baa2(sf) BBBsf EURIBOR + EURIBOR + 3.60% 3.60% E €30,400,000 94.10% 3 month 6 month 21 February 2030 Ba2(sf) BBsf EURIBOR + EURIBOR + 6.20% 6.20% F €12,900,000 84.95% 3 month 6 month 21 February 2030 B1(sf) B-sf EURIBOR + EURIBOR + 7.30% 7.30% Subordinated €55,100,000 92.50% Excess Excess 21 February 2030 Not rated Not rated ___________ 1. The Placement Agent may offer the Notes at other prices as may be negotiated at the time of sale. 2. Applicable at all times prior to the occurrence of a Frequency Switch Event, provided that the rate of interest of the Floating Rate Notes will be determined for the period from the Issue Date to, but excluding, the first Payment Date by reference to a straight line interpolation of 6 month EURIBOR and 9 month EURIBOR. 3. Applicable at all times following the occurrence of a Frequency Switch Event (and in respect of the Accrual Period during which any Frequency Switch Event occurs), provided that the rate of interest of the Floating Rate Notes of each Class for the period from, and including, the final Payment Date before the Maturity Date to, but excluding, the Maturity Date will, if such first mentioned Payment Date falls in November 2029, be determined by reference to three month EURIBOR. 4. Moody’s Investors Service Ltd (“Moody’s”) is established in the EU and is registered under Regulation (EC) No 1060/2009. 5. The ratings assigned to the Class A Notes and the Class B Notes address the timely payment of interest and the ultimate payment of principal. The ratings assigned to the Class C Notes, the Class D Notes, the Class E Notes and the Class F Notes address the ultimate payment of principal and interest. A security rating is not a recommendation to buy, sell or hold the Notes and may be subject to revision, suspension or withdrawal at any time by Moody’s. 6. Fitch Ratings Limited (“Fitch”) is established in the EU and is registered under Regulation (EC) No 1060/2009. 7. The ratings assigned to the Class A Notes and the Class B Notes address the timely payment of interest and the ultimate payment of principal. The ratings assigned to the Class C Notes, the Class D Notes, the Class E Notes and the Class F Notes address the ultimate payment of principal and interest. A security rating is not a recommendation to buy, sell or hold the Notes and may be subject to revision, suspension or withdrawal at any time by Fitch. The assets securing the Notes will consist of a portfolio of Senior Secured Loans, Senior Secured Bonds, Second Lien Loans, Mezzanine Obligations and High Yield Bonds managed by Oak Hill Advisors (Europe), LLP (the “Collateral Manager”). Oak Hill European Credit Partners V Designated Activity Company (the “Issuer”) will issue the Rated Notes and the Subordinated Notes (each as defined herein). The Class A-1 Notes, the Class A-2 Notes (together with the Class A-1 Notes, the “Class A Notes”), the Class B-1 Notes, the Class B-2 Notes (together, the “Class B Notes” and the Class B-2 Notes together with the Class A-2 Notes, the “Fixed Rate Notes”), the Class C Notes, the Class D Notes, the Class E Notes and the Class F Notes (such Classes of Notes, the “Rated Notes” and the Class A-1 Notes, the Class B-1 Notes, the Class C Notes, the Class D Notes, the Class E Notes and the Class F Notes, the “Floating Rate Notes”) together with the Subordinated Notes are collectively referred to herein as the “Notes”. The Notes will be issued and secured pursuant to a trust deed (the “Trust i Deed”) dated on or about 25 January 2017 (the “Issue Date”), made between (amongst others) the Issuer and BNY Mellon Corporate Trustee Services Limited, in its capacity as trustee (the “Trustee”). Interest on the Notes will be payable (i) quarterly in arrear on 21 February, 21 May, 21 August and 21 November in each year at any time prior to the occurrence of a Frequency Switch Event (as defined herein); and (ii) semi-annually in arrear following the occurrence of a Frequency Switch Event on (A) 21 February and 21 August (where the Payment Date immediately prior to the occurrence of the relevant Frequency Switch Event falls in February or August, or (B) 21 May and 21 November (where the Payment Date immediately prior to the occurrence of the relevant Frequency Switch Event falls in May or November), commencing on 21 August 2017 and ending on the Maturity Date (as defined herein) (subject to any earlier redemption of the Notes and in each case subject to adjustment for non-Business Days in accordance with the Conditions and in accordance with the Priority of Payments). The Notes will be subject to Optional Redemption and Mandatory Redemption and Special Redemption, each as described herein. See Condition 7 (Redemption and Purchase). See the section entitled “Risk Factors” herein for a discussion of certain factors to be considered in connection with an investment in the Notes. This Prospectus has been approved by the Central Bank of Ireland (the “Central Bank”), as competent authority under Directive 2003/71/EC (as amended, the “Prospectus Directive”). The Central Bank only approves this Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Such approval relates only to the Notes which are to be admitted to trading on a regulated market for the purposes of Directive 2004/39/EC and/or which are to be offered to the public in any Member State of the European Economic Area. This Prospectus constitutes a “Prospectus” for the purposes of the Prospectus Directive. Application has been made to the Irish Stock Exchange plc (the “Irish Stock Exchange”) for the Notes to be admitted to the Official List and trading on its regulated market. It is anticipated that listing will take place on or about the Issue Date. There can be no assurance that any such listing will be granted or, if granted, that such listing will be maintained. This Prospectus has been approved by the Central Bank as required by the Prospectus Directive 2003/71/EC Regulations 2005 (as amended, the “Prospectus Regulations”). This Prospectus approved by the Central Bank will be filed with the Irish Companies Registration Office in accordance with Regulation 38(1)(b) of the Prospectus Regulations. The Notes are limited recourse obligations of the Issuer which are payable solely out of amounts received by or on behalf of the Issuer in respect of the Collateral (as defined herein). The net proceeds of the realisation of the security over the Collateral upon acceleration of the Notes following a Note Event of Default (as defined herein) may be insufficient to pay all amounts due to the Noteholders (as defined herein) after making payments to other creditors of the Issuer ranking prior thereto or pari passu therewith. In the event of a shortfall in such proceeds, the Issuer will not be obliged to pay, and the other assets (including the Issuer Irish Account and the rights of the Issuer under the Corporate Services Agreement (each as defined herein)) of the Issuer will not be available for payment of such shortfall, all claims in respect of which shall be extinguished. See Condition 4(a) (Security). The Notes have not been registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and will be offered only: (a) outside the United States to persons who are not U.S. Persons (as defined in Regulation S under the Securities Act (“Regulation S”) (“U.S. Persons”)); and (b) within the United States to persons and outside the United States to U.S. Persons, in each case, who are both qualified institutional buyers (as defined in Rule 144A (“Rule 144A”) under the Securities Act) in reliance on Rule 144A and qualified purchasers for the purposes of Section 3(c)(7) of the United States Investment Company Act of 1940, as amended (the “Investment Company Act”). Neither the Issuer nor the Collateral Manager will be registered under the Investment Company Act. Interests in the Notes will be subject to certain restrictions on transfer, and each purchaser of ii Notes offered hereby in making its purchase will be deemed to have made certain acknowledgements, representations and agreements. See “Plan of Distribution” and “Transfer Restrictions”. The Notes are being offered by the Issuer through Goldman Sachs International in its capacity as placement agent of the offering of such Notes (the “Placement Agent”) subject to prior sale, when, as and if delivered to and accepted by the Placement Agent, and to certain conditions.
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