IMPORTANT NOTICE Attached please find an electronic copy of the offering circular dated October 9, 2013 (the “Offering Circular”), relating to the offering of the Co-Issued Notes of Gallatin CLO V 2013-1, Ltd. and Gallatin CLO V 2013-1 LLC, and the Issuer Notes of Gallatin CLO V 2013-1, Ltd. (as such terms are defined in the Offering Circular). The Offering Circular does not constitute an offer to any person other than the recipient nor to the public generally to subscribe for or otherwise acquire any of the securities described herein. THIS OFFERING IS AVAILABLE ONLY TO INVESTORS THAT ARE EITHER (I) CERTAIN NON-U.S. PERSONS OUTSIDE THE UNITED STATES IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT OR (II) (A) (i) “QUALIFIED INSTITUTIONAL BUYERS” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (ii) (x) SOLELY IN THE CASE OF THE CLASS E NOTES, THE CLASS F NOTES AND THE SUBORDINATED NOTES, ACCREDITED INVESTORS (AS DEFINED IN RULE 501(A) UNDER THE SECURITIES ACT) AND (B) (i) QUALIFIED PURCHASERS (AS DEFINED IN SECTION 2(A)(51) OF THE INVESTMENT COMPANY ACT OF 1940) OR (ii) SOLELY IN THE CASE OF THE CLASS E NOTES, THE CLASS F NOTES AND THE SUBORDINATED NOTES, KNOWLEDGEABLE EMPLOYEES OR QUALIFIED PURCHASERS. Distribution of the Offering Circular to any persons other than the person receiving this electronic transmission from the Placement Agents or an affiliate thereof or any persons retained to advise the person receiving this electronic transmission from the Placement Agents or an affiliate thereof with respect thereto is unauthorized. Any photocopying, disclosure or alterations of the contents of the Offering Circular, and any forwarding of a copy of the Offering Circular or any portion thereof by electronic mail or any other means to any person other than the person receiving this electronic transmission from the Placement Agents or an affiliate thereof is prohibited. By accepting delivery of this Offering Circular, the recipient agrees to the foregoing. GALLATIN CLO V 2013-1, LTD. GALLATIN CLO V 2013-1 LLC U.S.$177,000,000 CLASS A SENIOR SECURED FLOATING RATE NOTES DUE 2024 U.S.$29,250,000 CLASS B-1 SENIOR SECURED FLOATING RATE NOTES DUE 2024 U.S.$8,000,000 CLASS B-2 SENIOR SECURED FIXED RATE NOTES DUE 2024 U.S.$23,000,000 CLASS C MEZZANINE SECURED DEFERRABLE FLOATING RATE NOTES DUE 2024 U.S.$8,250,000 CLASS D-1 MEZZANINE SECURED DEFERRABLE FLOATING RATE NOTES DUE 2024 U.S.$7,000,000 CLASS D-2 MEZZANINE SECURED DEFERRABLE FLOATING RATE NOTES DUE 2024 U.S.$12,500,000 CLASS E JUNIOR SECURED DEFERRABLE FLOATING RATE NOTES DUE 2024 U.S.$5,750,000 CLASS F JUNIOR SECURED DEFERRABLE FLOATING RATE NOTES DUE 2024 U.S.$29,500,000 SUBORDINATED NOTES DUE 2024 The Issuer’s investment portfolio consists primarily of debt obligations (including, but not limited to, interests in bank loans acquired by way of a sale or assignment, Participation Interests and high-yield debt securities, in each case, generally rated below investment-grade). The portfolio will be managed by MP Senior Credit Partners L.P. MP SENIOR CREDIT PARTNERS __________________________ Interest will be payable on the 15th day of January, April, July and October of each year, commencing in January 2014. __________________________ Gallatin CLO V 2013-1, Ltd. (the “Issuer”) and Gallatin CLO V 2013-1 LLC (the “Co-Issuer” and, together with the Issuer, the “Co-Issuers”) issued U.S.$177,000,000 Class A Senior Secured Floating Rate Notes due 2024 (the “Class A Notes”), U.S.$29,250,000 Class B-1 Senior Secured Floating Rate Notes due 2024 (the “Class B-1 Notes”), U.S.$8,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2024 (the “Class B-2 Notes” and, together with the Class B-1 Notes, the “Class B Notes”, and the Class B Notes together with the Class A Notes, the “Senior Notes”), U.S.$ 23,000,000 Class C Mezzanine Secured Deferrable Floating Rate Notes due 2024 (the “Class C Notes”), U.S.$8,250,000 Class D-1 Mezzanine Secured Deferrable Floating Rate Notes due 2024 (the “Class D-1 Notes”) and U.S.$7,000,000 Class D-2 Mezzanine Secured Deferrable Floating Rate Notes due 2024 (the “Class D-2 Notes”, and, together with the Class D-1 Notes, the “Class D Notes”, and the Class D Notes together with the Class C Notes, the “Mezzanine Notes”; the Mezzanine Notes together with the Senior Notes, the “Co-Issued Notes”). The Issuer will also issue U.S.$ 12,500,000 Class E Junior Secured Deferrable Floating Rate Notes due 2024 (the “Class E Notes”), U.S.$5,750,000 Class F Junior Secured Deferrable Floating Rate Notes due 2024 (the “Class F Notes” and, the Class F Notes together with the Class E Notes and the Co-Issued Notes, the “Secured Notes” and, the Class F Notes, together with the Class C Notes, the Class D Notes and the Class E Notes, the “Deferrable Notes”) and U.S.$29,500,000 Subordinated Notes due 2024 (the “Subordinated Notes” and, together with the Class E Notes and the Class F Notes, the “Issuer Notes”). The Secured Notes and the Subordinated Notes are referred to collectively as the “Offered Securities” or the “Notes.” The Notes were issued on July 18, 2013 (the “Closing Date”) pursuant to an Indenture, dated as of the Closing Date (the “Indenture”), among the Co-Issuers and The Bank of New York Mellon Trust Company, National Association, as trustee (in such capacity, the “Trustee”). The Co-Issued Notes and Issuer Notes will be limited recourse debt obligations of the Issuer and non-recourse debt obligations of the Co-Issuer. The Notes do not represent interests in, or obligations of, and are not insured or guaranteed by the Placement Agents, the Trustee, the Portfolio Manager, the Collateral Administrator, the Administrator (each, as defined herein), or any of their respective affiliates, officers or directors or any other person or entity (other than the Co-Issuers or the Issuer, as applicable). Payments on the Notes will be made in accordance with the Priority of Payments (described herein). The Issuer may optionally redeem each Class of Notes under certain conditions described herein. For a more detailed description of the Notes, see “Description of the Offered Securities” herein. This Offering Circular has been approved by the Central Bank of Ireland (the "Central Bank"), as competent authority under Directive 2003/71/EC (the “Prospectus Directive”). The Central Bank only approves this Offering Circular as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Such approval relates only to the Notes (other than the Class E Notes identified by CUSIP 36361T AB9, the Class F Notes identified by CUSIP 36361T AD5 and the Subordinated Notes identified by CUSIP 36361T AF0) 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 (the “EEA”). This Offering Circular constitutes a prospectus for the purposes of the Prospectus Directive. Application has been made to the Irish Stock Exchange for the Notes (other than the Class E Notes identified by CUSIP 36361T AB9, the Class F Notes identified by CUSIP 36361T AD5 and the Subordinated Notes identified by CUSIP 36361T AF0) to be admitted to the Official List and trading on its regulated market. There can be no assurance that such listing will be maintained. No application will be made to list the Notes on any other stock exchange. A version of this Offering Circular was originally distributed on July 16, 2013(the “Offering Date”) in connection with the offering of the Offered Securities issued on the Closing Date (the “Offering”), and all information (other than the information in the immediately preceding paragraph and in the first paragraph of “Overview—Listing, Trading and Form of Notes,” each of which is as of the date hereof) in this Offering Circular is as the Offering Date. The Central Bank has not reviewed or approved the version of the Offering Circular distributed on the Offering Date. It was a condition of the issuance of the Notes on the Closing Date that (i) the Class A Notes be rated “Aaa (sf)” by Moody’s Investors Service, Inc. (“Moody’s”) and “AAA (sf)” by Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business (“S&P” and, together with Moody’s (but only so long as the Class A Notes are outstanding), the “Rating Agencies”), respectively, (ii) the Class B-1 Notes be rated at least “AA (sf)” by S&P; (iii) the Class B-2 Notes be rated at least “AA (sf)” by S&P; (iv) the Class C Notes be rated at least “A (sf)” by S&P; (v) the Class D-1 Notes be rated at least “BBB (sf)” by S&P; (vi) the Class D-2 Notes be rated at least “BBB (sf)” by S&P; (vii) the Class E Notes be rated at least “BB (sf)” by S&P and (viii) the Class F Notes be rated at least “B (sf)” by S&P. The Subordinated Notes were not rated. __________________________ Investing in the Notes involves risks. See “Risk Factors” beginning on page 26. __________________________ The Offered Securities have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Offered Securities are being offered only (I) to non-U.S.