Hayfin High Yield & Syndicated Loans LuxCo SV S.à r.l ...

Hayfin High Yield & Syndicated Loans LuxCo SV S.à r.l. Société à responsabilité limitée Audited Annual Accounts For the year ended December 31, 2019 80, Route d’Esch L-1470 Luxembourg Grand Duchy of Luxembourg R.C.S Luxembourg: B 210925

Hayfin High Yield & Syndicated Loans LuxCo SV S.à r.l.

Table of contents

Management and Administration .............................................................................................................................. 1

Audit Report ........................................................................................................................................................... 2-4

Abridged Balance Sheet ........................................................................................................................................ 5-6

Abridged Profit and Loss Account .......................................................................................................................... 7-8

Notes to the Annual Accounts .............................................................................................................................. 9-21

Hayfin High Yield & Syndicated Loans LuxCo SV S.à r.l. Management and Administration

1

Registered Office Hayfin High Yield & Syndicated Loans LuxCo SV S.à r.l. 80, route d’Esch L-1470 Luxembourg Grand Duchy of Luxembourg Board of Managers Lina Kavoliune 21, rue Glesener, L-1631 Luxembourg Grand Duchy of Luxembourg John Molloy 21, rue Glesener L-1631 Luxembourg Grand Duchy of Luxembourg Taavi Davies 24, rue de Bragance L-1255 Luxembourg Grand Duchy of Luxembourg General Partner of the Sole Shareholder Hayfin Umbrella Fund GP S.à r.l. 80, route d’Esch L-1470 Luxembourg Grand Duchy of Luxembourg Réviseur d'entreprises agréé PricewaterhouseCoopers Société coopérative 2, rue Gerhard Mercator B.P. 1443 L-1014 Luxembourg Grand Duchy of Luxembourg

Custodian and Administrative Agent Brown Brothers Harriman (Luxembourg) S.C.A. 80, route d’Esch L-1470 Luxembourg Grand Duchy of Luxembourg Portfolio Manager Hayfin Capital Management LLP One Eagle Place London, SW1Y 6AF United Kingdom Luxembourg Tax and Legal Advisor Loyens & Loeff Luxembourg S.à r.l. 18-20, rue Edward Steichen L-2540 Luxembourg Grand Duchy of Luxembourg English Tax and Legal Advisor Macfarlanes LLP 20 Cursitor Street London, EC4A 1LT United Kingdom

PricewaterhouseCoopers, Société coopérative, 2 rue Gerhard Mercator, B.P. 1443, L-1014 LuxembourgT : +352 494848 1, F : +352 494848 2900, www.pwc.lu Cabinet de révision agréé. Expert-comptable (autorisation gouvernementale n°10028256)R.C.S. Luxembourg B 65 477 - TVA LU25482518

Audit report

To the Shareholder ofHayfin High Yield & Syndicated Loans Luxco SV S.à r.l.

Our opinion

In our opinion, the accompanying annual accounts give a true and fair view of the financial position of Hayfin High Yield & Syndicated Loans Luxco SV S.à r.l. (the “Company”) as at 31 December 2019, and of the results of its operations for the year then ended in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the annual accounts.

What we have audited

The Company’s annual accounts comprise:

the abridged balance sheet as at 31 December 2019; the abridged profit and loss account for the year then ended; and the notes to the annual accounts, which include a summary of significant accounting policies.

Basis for opinion

We conducted our audit in accordance with the Law of 23 July 2016 on the audit profession (Law of 23 July 2016) and with International Standards on Auditing (ISAs) as adopted for Luxembourg by the “Commission de Surveillance du Secteur Financier” (CSSF). Our responsibilities under the Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the “Responsibilities of the “Réviseur d’entreprises agréé” for the audit of the annual accounts” section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of the Company in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) as adopted for Luxembourg by the CSSF together with the ethical requirements that are relevant to our audit of the annual accounts. We have fulfilled our other ethical responsibilities under those ethical requirements.

Other information

The Board of Managers is responsible for the other information. The other information comprises the information stated in the annual report but does not include the annual accounts and our audit report thereon.

Our opinion on the annual accounts does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the annual accounts, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the annual accounts or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

3

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Board of Managers for the annual accounts

The Board of Managers is responsible for the preparation and fair presentation of the annual accounts in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the annual accounts, and for such internal control as the Board of Managers determines is necessary to enable the preparation of annual accounts that are free from material misstatement, whether due to fraud or error.

In preparing the annual accounts, the Board of Managers is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Managers either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Responsibilities of the “Réviseur d’entreprises agréé” for the audit of the annual accounts

The objectives of our audit are to obtain reasonable assurance about whether the annual accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue an audit report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these annual accounts.

As part of an audit in accordance with the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

identify and assess the risks of material misstatement of the annual accounts, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control;

evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Managers;

4

conclude on the appropriateness of the Board of Managers’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our audit report to the related disclosures in the annual accounts or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our audit report. However, future events or conditions may cause the Company to cease to continue as a going concern;

evaluate the overall presentation, structure and content of the annual accounts, including the disclosures, and whether the annual accounts represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

PricewaterhouseCoopers, Société coopérativeRepresented by

Anne Derouané

Luxembourg, 31 March 2020

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The notes in the annex form an integral part of the annual accounts

Annual Accounts Helpdesk :

Tel. : (+352) 247 88 494

Email : [email protected]

RCSL Nr. : Matricule :

ABRIDGED BALANCE SHEET

Financial year from to (in )01 02 03

ASSETS

Reference(s) Current year Previous year

A. Subscribed capital unpaid 1101 101 102

I. Subscribed capital not called 1103 103 104

II. Subscribed capital called but unpaid 1105 105 106

B. Formation expenses 1107 107 108

C. Fixed assets 1109 109 110

I. Intangible assets 1111 111 112

II. Tangible assets 1125 125 126

III. Financial assets 1135 135 136

D. Current assets 1151 151 152

I. Stocks 1153 153 154

II. Debtors 1163 163 164

a) becoming due and payable

within one year 1203 203 204

b) becoming due and payable

after more than one year 1205 205 206

III. Investments 1189 189 190

IV. Cash at bank and in hand 1197 197 198

E. Prepayments 1199 199 200

TOTAL (ASSETS) 201 202

Hayfin High Yield & Syndicated Loans LuxCo SV S.à r.l. 80, Route d'EschL-1470 Luxembourg

15,912,470

1,107,992

1,107,992

1,569,968

13,234,5104

B210925

31/12/201901/01/2019 EUR

L160235126

4,404,387

4,404,387

15,912,470

105,388,512

111,548,774

111,548,774

1,755,875

3

5

/2



CAPITAL, RESERVES AND LIABILITIES


A. Capital and reserves 1301 301 302

I. Subscribed capital 1303 303 304

II. Share premium account 1305 305 306

III. Revaluation reserve 1307 307 308

IV. Reserves 1309 309 310

V. Profit or loss brought forward 1319 319 320

VI. Profit or loss for the financial year 1321 321 322

VII. Interim dividends 1323 323 324

VIII. Capital investment subsidies 1325 325 326

B. Provisions 1331 331 332

C. Creditors 1435 435 436

a) becoming due and payable

within one year 1453 453 454

b) becoming due and payable

after more than one year 1455 455 456

D. Deferred income 1403 403 404

TOTAL (CAPITAL, RESERVES AND LIABILITIES) 405 406

12,000

15,900,470

4,578,199

11,322,271

15,912,470

B210925

12,000

L160235126

12,000

111,548,774

5

6

13,200

1,200

23,496,535

88,039,039

111,535,574

6

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Annual Accounts Helpdesk :

Tel. : (+352) 247 88 494

Email : [email protected]


ABRIDGED PROFIT AND LOSS ACCOUNT

Financial year from to (in )01 02 03

ABRIDGED PROFIT AND LOSS ACCOUNT


1. to 5. Gross profit or loss 1651 651 652

6. Staff costs 1605 605 606

a) Wages and salaries 1607 607 608

b) Social security costs 1609 609 610

i) relating to pensions 1653 653 654

ii) other social security costs 1655 655 656

c) Other staff costs 1613 613 614

7. Value adjustments 1657 657 658

a) in respect of formation expenses and of tangible and intangible fixed assets 1659 659 660

b) in respect of current assets 1661 661 662

8. Other operating expenses 1621 621 622

Hayfin High Yield & Syndicated Loans LuxCo SV S.à r.l. 80, Route d'EschL-1470 Luxembourg

(35,790)7

B210925

01/01/2019 31/12/2019 EUR

L160235126

(76,777)

7

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9. Income from participating interests 1715 715 716

a) derived from affiliated undertakings 1717 717 718

b) other income from participating interests 1719 719 720

10. Income from other investments and loans forming part of the fixed assets 1721 721 722


b) other income not included under a) 1725 725 726

11. Other interest receivable and similar income 1727 727 728


b) other interest and similar income 1731 731 732

12. Share of profit or loss of undertakings accounted for under the equity method 1663 663 664

13. Value adjustments in respect of financial assets and of investments held as current assets 1665 665 666

14. Interest payable and similar expenses 1627 627 628

a) concerning affiliated undertakings 1629 629 630

b) other interest and similar expenses 1631 631 632

15. Tax on profit or loss 1635 635 636

16. Profit or loss after taxation 1667 667 668

17. Other taxes not shown under items 1 to 16 1637 637 638

18. Profit or loss for the financial year 1669 669 670

417,148

417,148

(177,667)

(197,261)

(197,261)

6,430

(6,430)11

B210925

(4,816)

L160235126

1,833,123

1,833,123

3,210,635

(566,694)

9

8

10

6,016

1,200

(4,394,042)

(4,960,736)

(229)

8

Hayfin High Yield & Syndicated Loans LuxCo SV S.à r.l. Notes to the Annual Accounts December 31, 2019

9

1. GENERAL INFORMATION

Hayfin High Yield & Syndicated Loans LuxCo SV S.à r.l. (the “Company”) was incorporated on December 2, 2016 and is organised under the laws of Luxembourg as a Société à responsabilité limitée for an unlimited period.

The registered office of the Company is 80, route d’Esch, L-1470 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B 210925 and established as an unregulated securitisation undertaking governed by the laws of the Grand Duchy of Luxembourg, in particular the law of August 10, 1915, as amended and the law of 22 March 2004 on securitization, as amended (the “Securitisation Law”).

The Company’s financial year starts on January 1 and ends on December 31 each year.

The Company is a multi-compartment securitisation undertaking, the share capital of which is held by the Hayfin Umbrella Fund SICAV-SIF (the “Fund”). Each compartment of the Company will be established in order to acquire and securitise the relevant investments and issue securities to the relevant sub-fund of the Fund (the “Sub-fund”). The Company also appoints the Hayfin Capital Management LLP as its portfolio manager (the “Portfolio Manager”). As of December 31, 2019 the Company had two active compartments - Compartment B and Compartment C. Hayfin High Yield & Syndicated Loans LuxCo SV S.à r.l. – Compartment B was incorporated on December 2, 2016. Hayfin High Yield & Syndicated Loans LuxCo SV S.à r.l. – Compartment C was incorporated on May 25, 2018.

Each compartment corresponds to a distinct and segregated part of the Company's assets and liabilities, and in addition, (i) the rights of instrument holders of a Compartment are limited to the assets of such compartment, and (ii) the assets of a Compartment are exclusively available to satisfy the rights of the instrument holder of such Compartment. In relationship to the instrument holders, each compartment is deemed to be a separate entity.

The Company may enter into any type of securitisation transaction and may acquire, originate or assume, directly or indirectly or through another entity, risks relating to any kind of loans, receivables, notes, shares, government bonds, treasury bills, debt and equity securities or any kind of financial instruments, other similar instruments and real estate (the “Underlying Assets”) and to directly or indirectly invest in, acquire, originate, hold and dispose of the Underlining Assets. The Company may issue shares, notes, bonds, debentures and any kind of equity or debt instruments whose value or yield depend on the risk relating to the Underlying Assets.

Within the limits of the Securitisation law the Company may borrow in any form, originate loans and lend funds, including the proceeds of any borrowings and /or issues of securities.

Based on the criteria defined by Luxembourg law, the Company is exempt from the obligation to draw up consolidated accounts for the year end December 31, 2019. Therefore, in accordance with the legal provisions, these annual accounts were presented on a non-consolidated basis.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.1. Basis of Accounting

The annual accounts have been prepared in accordance with Luxembourg legal and regulatory requirements under the historical cost convention except for the use of the fair value option for investments. Accounting policies and valuation rules are, besides the ones laid down by the Law of 19 December 2002, determined and applied by the Board of Managers.

The Company’s accounting policies are in conformity with generally accepted accounting principles and rules and regulations in force in the Grand Duchy of Luxembourg including the amended law of December 19, 2002. The Company maintains its financial records in Euro (“EUR”).

The preparation of annual accounts requires the use of certain critical accounting estimates. It also requires the Management to exercise its judgement in the process of applying the accounting policies. Changes in assumptions may have a significant impact on the annual accounts in the period in which the assumptions changed. Management believes that the underlying assumptions are appropriate and that the annual accounts therefore present the financial position and results fairly.

Hayfin High Yield & Syndicated Loans LuxCo SV S.à r.l. Notes to the Annual Accounts (continued) December 31, 2019

10

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 2.1. Basis of Accounting (continued)

The Company makes estimates and assumptions that affect the reported amounts of assets and liabilities in the next financial year. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be a reasonable under the circumstances. 2.2. Valuation of Investments

Investments are initially recorded at purchase price, including the incidental expenses thereto. They are subsequently measured at fair value.

Securities listed and traded primarily on one or more recognised securities exchanges will be valued at their last known prices on the Valuation Day.

Unlisted securities or other assets for which over-the-counter market quotations are readily available (included listed securities for which the primary market is believed to be the over-the-counter-market) will be valued at a price equal to the last reported price as supplied by recognized quotation services or broker-dealers or, where subject to bid and offer prices, valued at their mid-price, in each case if not otherwise determined by the Board of Managers.

All other non-publicly traded securities, other securities or instruments or investments for which reliable market quotations are not readily available, and securities, instruments or investments which the Company determines in its discretion that the foregoing valuation methods do not fairly represent the fair value of such securities, instruments or investments or are otherwise ‘hard-to-value’, will be valued by the Board of Managers in good faith using methods it considers appropriate.

Assets expressed in a currency other than the reference currency of the concerned Compartment will be converted on the basis of the applicable rate of exchange on the relevant Valuation Day. If such rate of exchange is not available, the rate of exchange will be determined in good faith by or under procedures established by the Board of Managers.

2.3. Debtors

Debtors are valued at their nominal value. They are subject to value adjustments, where their recovery is compromised. Their value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply.

2.4. Creditors

Creditors are recorded at their reimbursement value. Where the amount repayable on account is greater than the amount received, the difference is recorded in the profit and loss account when the debt is issued. 2.5. Equalisation provision Due to the limited recourse nature of the securities issued, losses during the year as a result from sales, default, lower market values or cost may reduce the value of the securities issued. Such shortfalls are normally borne by the security holders (or subordinated loan lenders, if any) in inverse order of the priority of payments. Consequently, a provision for diminution in value will be made and deducted from the amount repayable of the securities issued and subordinated loans and booked in the profit and loss account as “Equalisation provision” under “Other operating income”.

Similarly, the amount repayable of a debt is increased as the reimbursement value is directly linked to the value of the related assets and if it is likely that cash flow from the related assets exceeds the amount received. In this case, the Company has recognised an interest payable on the notes as “Equalisation provision” included under “Interest payable and similar expenses” in the profit and loss account.


11

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.6. Foreign Currency Translation

The Company maintains its books and records in EUR.

Transactions in foreign currencies during the year are recorded at exchange rates prevailing at the time the transactions took place. All assets and liabilities expressed in currencies other than EUR have been translated at exchange rates ruling at the year end. Transactions in foreign currencies with an income, expense or capital nature are translated at the exchange rate at the date of the transaction.

The prevailing exchange rates on 31 December 2019 (31 December 2018) used as a basis for retranslation are:

1 EUR = 1.597 AUD (2018: N/A) 1 EUR = 0.847 GBP (2018: 1 EUR = 0.898 GBP) 1 EUR = 1.123 USD (2018: 1 EUR = 1.143 USD)

2.7. Cash at bank and in hand

Cash at bank and in hand comprise cash in hand and deposits held on call with banks. 2.8. Interest Income and Interest Expense

Interest income and expense are accounted for on an accruals basis. 2.9. Taxation

The Company is subject to the general tax regulation applicable in Luxembourg. The Company is subject to net wealth tax.

3. DEBTORS

COMPARTMENT B

As at December 31, 2019

Less than 1 year EUR

Between 1-5 years EUR

More than 5 years EUR

Total EUR

Receivable on investments sold 3,009,999 - - 3,009,999 Foreign term loan interest receivable* 337,538 - - 337,538 3,347,537 - - 3,347,537 * Term loan interest receivable denominated in currency other than EUR. Receivable on investments sold as of December 31, 2019 were comprised of:

Security Description

Rate %

Maturity Date Currency

Position (‘000)

Market Value

EUR INEOS Enterprises Holdings II Ltd Initial Tranche B Euro Term Loan

4.00 28/08/2026 EUR 2,000

2,005,000

Vue International Bidco Plc Facility B1

4.75 03/07/2026 EUR 848

851,831


4.75 03/07/2026 EUR 152

153,168 3,009,999


12

3. DEBTORS (CONTINUED)





Total EUR

Foreign term loan interest receivable* 40,549 - - 40,549 Domestic term loan interest receivable** 2,888 - - 2,888 43,437 - - 43,437 * Term loan interest receivable denominated in currency other than EUR. ** Term loan interest receivable denominated in based currency of the Fund. COMPARTMENT C





Total EUR

Receivable on investments sold 1,006,250 - - 1,006,250 Foreign term loan interest receivable* 48,691 - - 48,691 Domestic term loan interest receivable** 1,909 - - 1,909 1,056,850 - - 1,056,850 Receivable on investments sold as of December 31, 2019 are comprised of:


Rate %


Position (‘000)

Market Value

EUR Vue International Bidco Plc Facility B1

4.75 05/03/2025 EUR 848

852,891


4.75 03/07/2026 EUR 152

153,359

1,006,250





Total EUR

Receivable on investments sold 1,056,370 - - 1,056,370 Foreign term loan interest receivable* 3,092 - - 3,092 Domestic term loan interest receivable** 5,093 - - 5,093 1,064,555 - - 1,064,555 * Term loan interest receivable denominated in currency other than EUR. ** Term loan interest receivable denominated in based currency of the Fund. Receivable on investments sold as of December 31, 2018 are comprised of:


Rate %


Position (‘000)

Market Value

EUR Minerva Bidco Limited Facility B 5.00 30/07/2025 GBP 500 558,245 Inspired Finco Holdings Ltd Term B Loan

3.50 11/14/2025 EUR 500

498,125

1,056,370


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4. INVESTMENTS COMPARTMENT B

Investment Description Rate


Position ('000)

Market Value

EUR TERM LOANS

JERSEY Estera Group Holdings Ltd Facility B (STG2) 4.75% 31/12/2022 GBP 1,999 2,359,498 2,359,498 UNITED KINGDOM BBD Bidco Ltd Facility B1 4.75% 13/11/2026 GBP 5,000 5,959,899 Camelia Bidco Ltd Facility B1 4.75% 14/10/2024 GBP 5,500 6,486,923 Chime Finance Ltd Facility B2 4.75% 12/08/2024 GBP 5,325 6,001,648 Colour Bidco Ltd Facility B 5.25% 31/01/2025 GBP 2,000 2,142,035 Comet Bidco Ltd (aka Clarion Events) Facility B 5.00% 27/09/2024 GBP 6,000 6,966,001 Froneri International Plc Facility B3 2.75% 31/01/2025 GBP 3,000 3,549,386 Iris Debtco Ltd Facility B 4.00% 08/09/2025 GBP 7,250 8,641,854 IVC Acquisition Ltd Facility B1 4.50% 13/02/2026 GBP 5,000 5,945,147 Jackpotjoy Plc Facility B (GBP) 5.00% 05/12/2024 GBP 7,000 8,323,206 Lernen Bidco Ltd Facility B1 (GBP) 5.00% 25/10/2025 GBP 6,000 7,107,623 LGC Science Holdings Ltd (fka Figaro Bidco Ltd) Facility B3 3.50% 08/03/2023 USD 1,500 1,336,303 THG Operations Holdings Ltd Facility B 4.50% 11/12/2026 EUR 5,000 4,953,125 Waterlogic Group Holdings Ltd Facility B3A 4.50% 14/03/2025 AUD 6,000 3,738,629 Zephyr Bidco Ltd (aka Optimus Bidco) Facility B-1 (First Lien) 4.50% 23/07/2025 GBP 5,000 5,849,258 77,001,037 UNITED STATES CD&R Firefly Bidco Ltd Facility B1 4.50% 23/06/2025 GBP 6,000 7,024,810 7,024,810 Total investments 86,385,345 (Cost EUR 82,438,626)

As at December 31, 2019 EUR

As at December 31, 2018 EUR

Investments at cost 82,438,626 8,255,173 Unrealised gain/(loss) on investments 3,946,719 (144,110) 86,385,345 8,111,063


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4. INVESTMENTS (CONTINUED) COMPARTMENT C

Investment Description Rate


Position ('000)

Market Value

EUR TERM LOANS

UNITED KINGDOM BBD Bidco Ltd Facility B1 4.75% 13/11/2026 GBP 1,500 1,787,970 Camelia Bidco Ltd Facility B1 4.75% 14/10/2024 GBP 1,500 1,769,161 Chime Finance Ltd Facility B2 4.75% 12/08/2024 GBP 850 958,010 Comet Bidco Ltd (aka Clarion Events) Facility B 5.00% 27/09/2024 GBP 1,000 1,161,000 Compass III Ltd Facility B1 4.50% 09/05/2025 EUR 1,500 1,502,693 Iris Debtco Ltd Facility B 4.00% 08/09/2025 GBP 1,500 1,787,969 IVC Acquisition Ltd Facility B1 4.50% 13/02/2026 GBP 1,000 1,189,029 Jackpotjoy Plc Facility B (GBP) 5.00% 05/12/2024 GBP 2,500 2,972,573 Lernen Bidco Ltd Facility B1 (GBP) 5.00% 25/10/2025 GBP 1,000 1,184,604 Zephyr Bidco Ltd (aka Optimus Bidco) Facility B-1 (First Lien) 4.50% 23/07/2025 GBP 1,000 1,169,852 15,482,861 UNITED STATES CD&R Firefly Bidco Ltd Facility B1 4.50% 23/06/2025 GBP 2,000 2,341,603 Greenrock Finance Inc Initial GBP Term B Loan (First Lien) 4.25% 28/06/2024 GBP 1,000 1,178,703 3,520,306 Total investments 19,003,167 (Cost EUR 18,284,968)


EUR As at December 31, 2018

EUR Investments at cost 18,284,968 5,229,233 Unrealised gain/(loss) on investments 718,199 (105,786) 19,003,167 5,123,447

5. CAPITAL AND RESERVES

The share capital is set at EUR 12,000, represented by 120 shares in registered form, having a nominal value of EUR 100 each.

Year ended December 31, 2019

EUR


EUR Subscribed Capital* 12,000 12,000 12,000 12,000

*All capital shares were issued by Hayfin High Yield & Syndicated Loans LuxCo SV S.à r.l. – Compartment B The Company is required under Luxembourg Law to allocate annually a minimum of 5% of its statutory net profit for the year to a legal reserve until the aggregate reserve equals 10% of the subscribed capital. This reserve may not be distributed during the life of the Company. During the financial years ended December 31, 2018 and December 31, 2019, the Company made a profit. The Board of Managers intends to propose to the shareholders to make an allocation to the legal reserve in March 2020.


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6. CREDITORS

COMPARTMENT B





Total EUR

Payable on investments purchased 22,091,783 - - 22,091,783 Amounts owed to affiliated undertakings - - 65,484,503 65,484,503 Other creditors 66,018 - - 66,018 22,157,801 - 65,484,503 87,642,304 Equalisation provision Accumulated equalisation provision - January 1, 2019 - - 194,937 194,937 Net equalisation provision adjustment of the year ended 2019 - - 3,441,595 3,441,595 Accumulated equalisation provision - December 31, 2019* - - 3,636,532 3,636,532 22,157,801 - 69,121,035 91,278,836 * Accumulated equalisation provision as at December 31, 2019 is an interest payable on the notes in accordance with Terms and Conditions of the notes.

Payable on investments purchased as of December 31, 2019 are comprised of:


Rate %


Position (‘000)

Market Value

EUR Camelia Bidco Ltd Facility B1 4.75 14/10/2024 GBP 1,000 1,168,376 CD&R Firefly Bidco Ltd Facility B1 4.50 23/06/2025 GBP 2,000 2,336,753 Chime Finance Ltd Facility B2 4.75 12/08/2024 GBP 1,500 1,699,456 Comet Bidco Ltd (aka Clarion Events) Facility B

5.00 27/09/2024 GBP 2,000

2,332,327

Froneri International Plc Facility B3 2.75 31/01/2025 GBP 3,000 3,556,762 Iris Debtco Ltd Facility B 4.00 08/09/2025 GBP 1,000 1,190,505 IVC Acquisition Ltd Facility B1 4.50 13/02/2026 GBP 1,000 1,189,029 Lernen Bidco Ltd Facility B1 (GBP) 5.00 25/10/2025 GBP 1,000 1,186,079 THG Operations Holdings Ltd Facility B

4.50 11/12/2026 EUR 5,000

4,950,000


4.75 03/07/2026 EUR 152

151,644

Zephyr Bidco Ltd (aka Optimus Bidco) Facility B-1 (First Lien)

4.50 23/07/2025 GBP 2,000

2,330,852

22,091,783


16

6. CREDITORS (CONTINUED)





Total EUR

Payable on investments purchased 1,108,544 - - 1,108,544 Amounts owed to affiliated undertakings - - 8,375,411 8,375,411 Other creditors 22,019 - - 22,019 1,130,563 - 8,375,411 9,505,974 Equalisation provision Accumulated equalisation provision - January 1, 2018 - - 115,836 115,836 Equalisation provision adjustment of the year ended 2018* - - 79,101 79,101 Accumulated equalisation provision - December 31, 2018** - - 194,937 194,937 1,130,563 - 8,570,348 9,700,911 * Net equalisation provision corresponds to equalisation provision as at December 31, 2018 in the amount of EUR 194,937 and the drawdown payment of EUR 115,836 related to 2017 repatriation of profit from Hayfin High Yield & Syndicated Loans LuxCo SV S.à r.l. - Compartment B. **Accumulated equalisation provision as at December 31, 2018 is an interest payable on the notes in accordance with Terms and Conditions of the notes. Payable on investments purchased as of December 31, 2018 were comprised of:


Rate %


Position (‘000)

Market Value

EUR Lernen Bidco Ltd Term Loan B 5.00 28/11/2025 GBP 1,000 1,108,544 1,108,544

Amounts owed to affiliated undertakings are composed for Compartment B of the notes subscribed by the Hayfin High Yield & Syndicated Loans Fund. Amounts owed to affiliated undertakings as of December 31, 2019 are comprised of:

Notes Maturity

Date Currency

Nominal in local

currency Nominal in

EUR SA Loan Balance /EUR/ 01/02/2047 EUR 36,569,048 36,569,048 SA Loan Balance /GBP/ 01/02/2047 GBP 24,500,751 28,915,250 SA Loan Balance /USD/ 01/02/2047 USD 231 205 Total Notes 65,484,503

Amounts owed to affiliated undertakings as of December 31, 2018 were comprised of:

Notes Maturity

Date Currency

Nominal in local

currency Nominal in

EUR SA Loan Balance /GBP/ 01/02/2047 GBP 5,150,237 5,737,953 SA Loan Balance /EUR/ 01/02/2047 EUR 2,635,927 2,635,927 SA Loan Balance /USD/ 01/02/2047 USD 1,750 1,531 Total Notes 8,375,411


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6. CREDITORS (CONTINUED)

COMPARTMENT C





Total EUR

Payable on investments purchased 1,320,020 - - 1,320,020 Amounts owed to affiliated undertakings - - 18,160,494 18,160,494 Other creditors 18,714 - - 18,714 1,338,734 - 18,160,494 19,499,228 Equalisation provision Accumulated equalisation provision - January 1, 2019 - - (37,825) (37,825) Equalisation provision adjustment of the year ended 2019 - - 795,335 795,335 Accumulated equalisation provision - December 31, 2019* - - 757,510 757,510 1,338,734 - 18,918,004 20,256,738

* Accumulated equalisation provision as at December 31, 2019 is an interest payable on the notes in accordance with Terms and Conditions of the notes. Payable on investments purchased as of December 31, 2019 are comprised of: Security Description

Rate %


Position (‘000)

Market Value

EUR CD&R Firefly Bidco Ltd Facility B1 4.50 21/02/2025 GBP 1,000 1,168,376 Vue International Bidco Plc Facility B2

4.75 03/07/2026 EUR 152

151,644

1,320,020





Total EUR

Payable on investments purchased 3,430,228 - - 3,430,228 Amounts owed to affiliated undertakings - - 2,789,748 2,789,748 Other creditors 17,408 - - 17,408 3,447,636 - 2,789,748 6,237,384 Equalisation provision Accumulated equalisation provision - January 1, 2018 - - - - Equalisation provision adjustment of the year ended 2018 - - (37,825) (37,825) Accumulated equalisation provision - December 31, 2018 - - (37,825) (37,825) 3,447,636 - 2,751,923 6,199,559


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6. CREDITORS (CONTINUED) Payable on investments purchased as of December 31, 2018 are comprised of: Security Description

Rate %


Position (‘000)

Market Value

EUR Compass III Ltd Facility B1 4.50 09/05/2025 EUR 500 505,650 Genesis Specialist Care Finance UK Ltd Facility B2

5.00 30/10/2025 EUR 750

757,500

Inspired Finco Holdings Ltd Term B Loan

3.50 14/11/2025 EUR 500

500,000

Lernen Bidco Ltd Term Loan B 5.00 28/11/2025 GBP 1,000 1,108,137 Minerva Bidco Ltd Facility B 5.00 30/07/2025 GBP 500 558,941 3,430,228

Amounts owed to affiliated undertakings are composed for Compartment C of the notes subscribed by the Hayfin Alpha Senior Credit SMA Fund. Amounts owed to affiliated undertakings as of December 31, 2019 are comprised of:

Notes Maturity

Date Currency

Nominal in local

currency Nominal in

EUR SA Loan Balance /GBP/ 01/02/2047 GBP 12,532,012 14,790,006 SA Loan Balance /EUR/ 01/02/2047 EUR 3,367,815 3,367,815 SA Loan Balance /USD/ 01/02/2047 USD 3,000 2,673 Total Notes 18,160,494

Amounts owed to affiliated undertakings as of December 31, 2018 were comprised of:

Notes Maturity

Date Currency

Nominal in local

currency Nominal in

EUR SA Loan Balance /GBP/ 01/02/2047 GBP 1,501,738 2,789,748 Total Notes 2,789,748 7. GROSS PROFIT OR LOSS


EUR


EUR Administration fees (42,560) (42,560) Professional fees (24,890) (24,890) Overdraft expense (5,747) - Other fees (3,580) (6,165) Other operating income (Compartment C) - 37,825 (76,777) (35,790)


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8. OTHER INTEREST RECEIVABLE AND SIMILAR INCOME


EUR


EUR Foreign interest received on term loans 1,787,901 26,855 Domestic interest received on term loans 45,222 286,826 Realised gains on investments - 103,467 1,833,123 417,148

9. VALUE ADJUSTMENTS IN RESPECT OF FINANCIAL ASSETS AND OF INVESTMENTS HELD AS CURRENT ASSETS


EUR Year ended

December 31, 2018 EUR

Unrealised gain/(loss) on term loans 4,914,814 (299,450) Unrealised gain/(loss) on foreign exchange transactions (1,704,179) 121,783

3,210,635 (177,667) 10. INTEREST PAYABLE AND SIMILAR EXPENSES

This caption is mainly composed of equalisation provision to the Hayfin High Yield & Syndicated Loans Fund for Compartment B for an amount of EUR 3,636,532 (2018: EUR 194,937) and for Compartment C for an amount of EUR 757,510 (2018: nil).

11. OTHER TAXES

For the year 2019, the Company has incurred the minimum net wealth tax for an amount of EUR 4,816 (2018: EUR 6,430).

The Company is subject to the general tax regulation applicable in Luxembourg. 12. RELATED PARTIES TRANSACTIONS

During the year 2019 the Company received for the notes it issued, subscriptions from the Sub-funds of EUR 83,644,997 (2018: EUR 11,165,159).

The Company has EUR 3,636,532 (2018: EUR 194,937) of equalisation provision (interest expense payable) on the notes subscribed by Hayfin High Yield & Syndicated Loans Fund and has EUR 757,510 equalisation provision (interest expense payable) (2018: EUR (37,825)) on the notes subscribed by Hayfin Alpha Senior Credit SMA Fund. 13. SUBSEQUENT EVENTS

In the first quarter of 2020, the World Health Organization declared a global health pandemic due to the spread of the “COVID-19” virus. While the effects of COVID-19 are causing significant market volatility, this is considered a non-adjusting post balance sheet event and therefore does not impact the valuations included within these annual accounts. The economic and broader impacts of COVID-19 will have an effect on the Company’s annual accounts and operations in the future, though it is not possible to quantify likely impacts at this stage. The annual accounts do not include any adjustments as a result of this subsequent event.


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14. TRIAL BALANCE SPLIT BY COMPARTMENTS BALANCE SHEET Compartment B


Compartment C December 31, 2019

EUR

Total December 31, 2019

EUR ASSETS

Current assets

Debtors a) becoming due and payable within one year

3,347,537 1,056,850 4,404,387

Investments 86,385,345 19,003,167 105,388,512

Cash at bank and in hand 1,559,154 196,721 1,755,875 TOTAL (ASSETS) 91,292,036 20,256,738 111,548,774


Capital and reserves

Subscribed capital 12,000 - 12,000 Profit or loss for the financial year 1,200 - 1,200

Creditors

a) becoming due and payable within one year

22,157,801 1,338,734 23,496,535

b) becoming due and payable after more than one year

69,121,035 18,918,004 88,039,039

TOTAL (CAPITAL, RESERVES AND LIABILITIES)

91,292,036 20,256,738 111,548,774

Compartment B


Compartment C December 31, 2018

EUR

Total December 31, 2018

EUR ASSETS

Current assets

Debtors a) becoming due and payable within one year

43,437 1,064,555 1,107,992

Investments 8,111,063 5,123,447 13,234,510

Cash at bank and in hand 1,558,411 11,557 1,569,968 TOTAL (ASSETS) 9,712,911 6,199,559 15,912,470


Capital and reserves

Subscribed capital 12,000 - 12,000

Creditors

a) becoming due and payable within one year

1,130,563 3,447,636 4,578,199

b) becoming due and payable after more than one year

8,570,348 2,751,923 11,322,271

TOTAL (CAPITAL, RESERVES AND LIABILITIES)

9,712,911 6,199,559 15,912,470


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14. TRIAL BALANCE SPLIT BY COMPARTMENTS (CONTINUED) PROFIT AND LOSS ACCOUNT Compartment B


EUR

Compartment C Year ended


Total Year ended


Gross profit or loss (55,650) (21,127) (76,777)

Other interest receivable and similar income

b) other interest and similar income 1,273,623 559,500 1,833,123

Value adjustments in respect of financial assets and of investments held as current assets

2,911,426 299,209 3,210,635

Interest payable and similar expenses

a) concerning affiliated undertakings

(3,636,532) (757,510) (4,394,042)

b) other interest and similar expenses

(489,030) (77,664) (566,694)

Tax on profit or loss

(229) - (229)

Other taxes

(2,408) (2,408) (4,816) Profit or loss for the financial year

1,200 - 1,200

Compartment B


EUR

Compartment C Year ended


Total Year ended


Gross profit or loss (54,502) 18,712 (35,790)

Other interest receivable and similar income

b) other interest and similar income 335,326 81,822 417,148

Value adjustments in respect of financial assets and of investments held as current assets

(79,541) (98,126) (177,667)

Interest payable and similar expenses

a) concerning affiliated undertakings

(197,261) - (197,261)

Other taxes

(4,022) (2,408) (6,430) Profit or loss for the financial year

- - -

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