The Issuer was incorporated as an exempted company with limited liability under the name Tikehau US CLO II Ltd. on 18 March 2022 in Bermuda with registration number 202201122. The Issuer has been established as a special purpose entity for the sole purpose of acquiring the Collateral Obligations, issuing the Notes and engaging in certain related transactions. The Issuer will  receive  payments  of  interest  and  principal  on  the  Collateral  Obligations  and Eligible Investments as the principal source of its income.

The Co-Issuer was formed in the State of Delaware on 26 July 2022 under the Delaware Limited Liability Company Act, and its operations will be governed by that statute. The sole member of the Co-Issuer will be the Issuer. The Co-Issuer has no prior operating experience. The Co-Issuer has been established as a special purpose entity for the sole purpose of issuing the Co-Issued Notes. The Co-Issuer is not and will not be capitalized, has no substantial assets and will not pledge any assets to secure the Notes.

Neither the Issuer nor the Co-Issuer will have any subsidiaries or employees, except that the Issuer will hold all membership interests in the Co-Issuer and the Indenture permits the Issuer to form Issuer Subsidiaries in connection with certain workout activities.