CONFIDENTIALITY AGREEMENT & DISCLOSURES

The information contained in this workspace (the “Workspace”), including any information or attachments therein (collectively, "Content"), is confidential. By clicking "agree", you acknowledge and agree to strictly maintain the confidentiality of all Content and agree to take normal and reasonable precautions to maintain such confidentiality so that you do not divulge Content to any third party. By clicking agree, you indicate your acceptance of and agreement to be bound by these terms. 

Terms of Use. Castlelake, L.P. (together with its affiliates, “Castlelake”) grants you a non-exclusive, non-transferable and limited personal license to access the Content, conditioned on your continued compliance with these Terms of Use of the Workspace and all applicable federal, state and local laws and regulations. By clicking "agree", you expressly agree and each time you enter this Workspace hereafter, you reaffirm such agreement as follows: 

Personal and Non-Commercial Use Limitation. The Workspace is for your personal and non-commercial use. You may not modify, copy (except as set forth below), distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, products or services obtained from the Workspace. You may print hard copies of the Content and download temporary copies of the Content into your personal device's memory solely for your own personal, non-commercial use and not for distribution, provided that all relevant copyright, trademark and other proprietary notices are kept intact. You may not allow others to use the Workspace on your personal device, or your username or password, to access or use any part of the Content. If your password has been compromised for any reason, you should contact Castlelake immediately and set up a new password for your credentials with Concise. If you provide your password to any third party or a third party accesses the Workspace on your personal device, you will be solely responsible for any actions taken by such third party using your password. 

No Securities Offering or Investment Advice. There are inherent risks in relying on, using, or retrieving any Content found on the Workspace, and Castlelake urges you to make sure that you understand these risks before relying on, using, or retrieving any Content on the Workspace. You should evaluate the Content made available through the Workspace, and you should seek the advice of professionals, as appropriate, to evaluate any opinion, advice, product, service, or other Content.

The disclosures contained herein apply to Content, including the forthcoming presentation (the “AGM Presentation”) by Castlelake. Access to the Content is permitted solely by parties authorized by Castlelake (each, a “recipient”). By clicking “agree”, the undersigned represents to Castlelake that it is a permitted recipient and is capable of making its own independent assessment as to the validity and accuracy of the financial assumptions, data, results, calculations and forecasts contained, presented or referred to herein, and the economic, financial, regulatory, legal, taxation and accounting implications of such. The recipient acknowledges and agrees that the information provided herein is based on matters as they exist as of the date of preparation, or as of such earlier date as otherwise specified, and that such information was believed by Castlelake to be accurate as of such date (or such earlier date, if noted).  

Certain information contained in the Content has been obtained from third-party sources outside of Castlelake. While such information is believed to be reliable for the purposes used herein, neither Castlelake nor any of its affiliates or partners, members or employees assume any responsibility for the accuracy of such information or for the consequences of relying on such information.

The information presented in the Content is confidential and proprietary, is provided for information purposes only, may not be reproduced in whole or in part or used for any other matter absent express written permission from Castlelake, and is intended for use only with existing investors (or certain pre-qualified prospects) of current or future funds or vehicles managed by Castlelake (a “Castlelake Fund”). By accepting access to the Content, the recipient agrees that it (i) will treat all information presented in the Content as strictly confidential, (ii) will not distribute or provide the Content, in whole or in part, to any person outside its organization other than its accountants and attorneys (so long as such persons are advised of the highly confidential nature of the Content and agree not to distribute it outside their organization) or as otherwise required by law and (iii) will destroy the Content, or any portion of the Content, upon request by Castlelake. Castlelake does not make any representation or warranty, express or implied, as to the accuracy or completeness of the information contained herein.

Securities Law Matters. The Content has been prepared for information purposes only and is not intended to be a complete or final summary of the terms of any investment. It is not an offer to sell or a solicitation to buy any security, investment product or service, and does not contain all material information pertinent to an investment decision. Offers of securities will be made exclusively by the Offering Materials for such securities. Before making any investment in any Castlelake Fund, investors should read all limited partnership agreements relevant to the fund as well as, to the extent applicable, the Confidential Private Placement Memorandum (as amended and/or supplemented from time to time, the “PPM,” and together with the Operative Agreements, the “Offering Materials”) for the Fund or, if the Fund is a co-investment vehicle, the related main fund. In particular, PPMs for Castlelake Funds contain important information related to the fund and Castlelake’s organization, investment strategies and history as well as detailed risks of investing in such Fund and potential conflicts of interest associated therewith. If there is any conflict between any Offering Materials and the Content, the information in such Offering Materials will control and supersede this Presentation. Investors should also review the Form ADV Part 2 of Castlelake. 

Castlelake Funds’ securities have not been approved or disapproved by the U.S. Securities and Exchange Commission (the “SEC”) or any regulatory authority of any state or other jurisdiction. No Castlelake Fund securities have been or will be registered under the U.S. Securities Act of 1933, as amended, or the securities laws of any state or other jurisdiction. No Castlelake Fund will be registered as an investment company under the U.S. Investment Company Act of 1940, as amended. No sale of Castlelake Fund interests will be made in any jurisdiction in which the offer, solicitation, or sale is not authorized or to any person to whom it is unlawful to make the offer, solicitation or sale. Potential investors must inform themselves of, and observe, all legal restrictions applicable to their involvement in the offering. The Content has not been approved by the SEC, the Financial Industry Regulatory Authority, the Commodity Futures Trading Commission or any other regulatory authority or securities commission in any jurisdiction.

 Historical Information. Past performance is not necessarily indicative of future results. Past performance for various Castlelake Funds differ significantly and any returns are provided for reference information only. All historical statements concerning past investment activities, experience and performance contained in the Content refer to the Castlelake Funds referenced within such statement. All statements concerning investments by Castlelake or related investing activities refer to that conducted on behalf of Castlelake Funds or vehicles for which Castlelake serves as investment manager or servicer, excluding (i) funds and vehicles not deemed to be private market funds and (ii) certain co-investment vehicles. Information specific to any such strategies may be made available upon request. Castlelake commenced investment management operations in 2005. Where deemed appropriate by Castlelake and disclosed in the presentation, certain information is presented commencing as of a more recent date in order to reflect a period when Castlelake’s business materially shifted to its current focus. 

Any composite performance data includes various investments made by multiple Castlelake Funds during different economic cycles. Investments included were not managed as a single investment fund or as a single portfolio. No investor experienced the composite performance.

Case studies, examples or hypothetical transactions are provided as an illustration of certain characteristics of the marketplace in which Castlelake has investing experience and in which Castlelake has, or expects to, deploy capital. They are not a comprehensive representation of past performance of Castlelake, any investment strategy or particular Castlelake team members. There can be no assurance that Castlelake will be successful in finding similar investment opportunities, that other investments will exhibit similar characteristics, that expected investment opportunities will indeed be available or that any such future investments will result in positive returns.

Certain historical statements concerning past investment activities, experience and performance may refer to the activities and experience of Castlelake investment professionals prior to their employment with Castlelake and to the performance achieved by the firms with which they were then associated. Other firms and individuals had substantial involvement in, and made substantial contributions to, certain prior investment activities and such firms and individuals may not be involved in managing the Castlelake Funds or their investments.

 Forward-Looking Statements/Projections. Certain information contained in the Content constitutes “forward looking statements” that can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “intend,” “continue,” or “believe” or the negatives thereof or other variations thereon or comparable terminology. Any forward-looking statements included herein are based on the Castlelake’s current opinions, assumptions, expectations, intentions regarding future events and strategies, are subject to risks and uncertainties, and are provided for informational purposes only. No forward-looking statements constitute a guarantee, promise or representation as to the future and actual events may differ materially. Castlelake neither (i) assumes responsibility for the accuracy or completeness of any forward-looking statements, nor (ii) undertakes any obligation to update or revise any forward-looking statements after the date of the Content. 

Target Returns & Characteristics. Any market analysis, estimates, targeted returns, target portfolios or target investment characteristics, and similar information, including all statements of opinion and/or belief, contained herein are subject to inherent uncertainties and qualifications and are based on a number of assumptions. Targets are provided as general insights into Castlelake’s current views on its investment objectives, anticipated risk profiles of product lines and how it intends to manage the Castlelake Funds and their investments. No assurance can be given that such targets will be realized. 

Investments are expected to generally meet the targeted characteristics but are not constrained by them. Descriptions of investment pipelines or indicative transactions are provided as an illustration of Castlelake’s views of markets or investment opportunities in which Castlelake currently anticipates that it may have an opportunity to deploy capital. There can be no assurance these descriptions will prove accurate, or that anticipated investment opportunities will be consummated. In addition, any consummated investment opportunities will be allocated among Castlelake Funds, separately managed accounts, co-investors and/or syndication partners in accordance with its policies.

Projected, target or underwritten rates of return or other similar information herein (“Projections”) are based on based on Castlelake’s current assumptions, which Castlelake believes are reasonable at this time, and include projected investment-level returns, costs, expenses, and fees. However, actual realized returns may differ materially as a result of various factors ,many of which are beyond Castlelake’s control, including, but not limited to, ability to consummate targeted investments, future operating results, value of the assets and market conditions at the time of disposition, any related transaction costs, the timing and manner of realization, broad trends in business and finance, tax and other legislation, monetary and fiscal policies, interest rates, inflation, market conditions, volatility of trading markets, availability and cost of funding and capital, and other global events such as disease, war and conflicts. No assurance can be given that the return objectives will be met.

 Certain Investment Risks. An investment in any Castlelake Fund is speculative and involves significant risks and potential conflicts of interests. An investor should not invest in any Castlelake Fund unless it is prepared to lose all or a substantial portion of its investment. Each investor must be prepared to bear these risks for an indefinite period of time because there will be no public market for the securities of any Castlelake Fund. Such securities may only be transferred with the consent of the general partner of the relevant Castlelake Fund. The Castlelake Funds will employ leverage, which, among other investment techniques, can make investment performance volatile and lead to higher risk. The fees and expenses of the Castlelake Fund are material and may offset all or a material portion of profits. A substantial portion of the investments for such Castlelake Funds take place in foreign countries.

Gross Performance. “Gross IRR” refers to the aggregate, annual, compound, gross internal rate of return of investments and is calculated using the cash flows from such investment from the date of investment (as opposed to the date of capital contributions made by an investor in respect of such investment, which would be an earlier date) through (x) with respect to any unrealized portion of such investment, as of the date noted, or (y) with respect to any realized portion of such investment, the date of realization, and therefore, does not reflect actual cash flows to and from limited partners. “Gross MOM” or Gross Multiple of Cost or Money, refers to the gross multiple of invested cost (i.e., the total realized and unrealized value divided by invested capital). “Gross Returns” presented for evergreen Castlelake Funds are time weighted and calculated quarterly using a Modified Dietz return calculation methodology over the most recent quarter (QTD), from year to date (YTD), and from inception to date on an annualized basis (ITD Annualized), as applicable. Annualized Gross Returns are calculated by linking quarterly returns for each return component. Income and appreciation component returns may not equal the total Gross Return due to compounding effects of linking quarterly returns.

Gross IRR, Gross Return and Gross MOM calculations include the unrealized value associated with these investments. Whether for an investment or a Castlelake Fund, Gross IRRs, Gross Returns and Gross MOMs do not reflect deductions for management fees, carried interest and other fees and expenses borne by investors, which are substantial. Gross IRR, Gross Return and Gross MOM calculations reflect the use of a subscription lending facility by the Fund and are likely higher than if the Fund had solely called capital. Such Gross Returns are likely to decrease as additional capital is called or other available capital is used to reduce any outstanding balance of the subscription lending facility. Past performance is not an indication or guarantee of future results.

Net Performance. “Net MOM”, or Net Multiple of Cost or Money, refers to the net multiple of contributed capital (i.e., (x) the total distributions received by limited partners plus remaining capital account balance, which includes deductions for management fees, partnership expenses, carried interest and other fees and expenses borne by investors, divided by (y) total contributed capital). “Net IRR” for a Castlelake Fund refers to the aggregate, annual, compound, internal rate of return on contributed capital, calculated after payment of management fees, partnership expenses, carried interest and other fees and expenses. Net IRR is computed based on the dates of the deemed inflows (capital contributions), outflows (distributions) and the ending limited partners’ capital as of the date noted, which reflects the deduction for management fees, carried interest and other fees and expenses borne by investors. Net IRR is presented from the applicable Castlelake Fund’s initial capital contribution date, assuming dispositions as of the date noted and as reported in the financial statements as of such date, of assets at fair value (which are Castlelake’s most recent valuations and do not reflect the impact of subsequent events) adjusted for any cash activity, capitalized interest and foreign currency adjustments through the date noted. “Net Investor-Level IRR” is computed based on the dates of the deemed inflows (capital contributions), outflows (distributions) and the ending investors’ capital account as of the noted date, which reflects the deduction for management fees, carried interest and other fees and expenses. “Net Fund IRR (w/o Subline Impact)” refers to the Net IRR without including the impact of the use of any fund-level line of credit. Accordingly, Net Fund IRR (w/o Subline Impact) relies on certain assumptions, including that capital was called from investors at the time an investment was made instead of the time capital was actually called from investors. Net Fund IRR (w/o Subline Impact) reflects the deduction of management fees, carried interest, and other fees and expenses, but does not reflect the deduction of any interest expense or other borrowing costs associated with the fund-level line of credit as it assumes no such line existed. “Net Returns” for evergreen Castlelake Funds are time weighted and calculated quarterly using a Modified Dietz return calculation methodology over the most recent quarter (QTD), from year to date (YTD), and from inception to date on an annualized basis (ITD Annualized), as applicable. Annualized returns are calculated by linking quarterly returns for each return component. Income and appreciation component returns may not equal the total net return due to compounding effects of linking quarterly returns.

Net IRR, Net Return and Net MOM calculations represent calculations that consider both realized and unrealized investments for all limited partner interests calculated after payment of management fees and carried interest. In light of different management fee or carried interest rates applicable to certain investors in certain Castlelake Funds, unless otherwise noted, Net IRRs, Net Returns, and Net MOMs assume a blended average management fee and/or carried interest for each such Castlelake Fund, thereby taking into account the overall management fees and carried interest paid and anticipated to be paid in respect of such Castlelake Fund. In addition, cash inflows and outflows attributable to Bridge Financings (as defined in the Offering Materials) are excluded from the waterfall calculation in the limited partnership agreements for certain Castlelake Funds to the extent that such bridge capital has been returned; as such, cash inflows and outflows attributable to Bridge Financings are excluded from the performance data to the extent that such bridge capital has been returned. Accordingly, investors in any individual Castlelake Fund may experience different returns than the aggregated returns presented for such Castlelake Fund.

Strategy-Level Net IRR. Strategy Net IRR represents an estimate of the net investing return (for both realized and unrealized investments) for a particular set or subset of investments in a defined investment strategy. Strategy Net IRR has been calculated by applying a fee reduction to the gross return based on the ratio between the relevant fund(s)’ actual gross and net return and applies that ratio to the gross asset level return to derive the implied net return. Unless otherwise disclosed, in the case of management fees, the highest possible management fee paid by an individual investor is used, without regard for discounts that may have been negotiated or otherwise apply for any other investor. Strategy Net IRR is meant to display performance at the investment level and does not incorporate items which may affect fund level performance, like the use of a subscription line, fund level hedging or other factors.

Investment-Level Net IRR. Net performance of an investment is a hypothetical estimate because actual net returns cannot be calculated on an investment-by-investment basis due to the collective nature of fund-level fees and expenses. Castlelake has used estimates when applying or allocating a portion of fund fees and expenses to the relevant investment to determine net performance. Estimated net returns have been calculated by applying a fee reduction to the gross return based on the ratio between the relevant fund(s)’ actual gross and net return and applies that ratio to the gross asset level return to derive the implied net return. Unless otherwise disclosed, in the case of management fees, the highest possible management fee paid by an individual investor is used, without regard for discounts that may have been negotiated or otherwise apply for any other investor.

Valuation Risks. There can be no assurance that unrealized investments will be realized at the valuations shown as actual realized returns will depend on, among other factors, future operating results, market conditions at the time of disposition, any related transaction costs, and the timing and manner of sale, all of which may differ from the assumptions on which the valuations contained herein are based. Performance data may be estimated and based on unaudited financials thereafter. Valuations of non-U.S. denominated investments are calculated in the applicable local currency and converted to U.S. dollars as of the relevant valuation date and, accordingly, include the effects, if any, in movements in currency exchange rates after taking into account any currency hedging transactions. The performance of any investment or relevant Fund will likely be affected by appreciation or depreciation of the local currency against the U.S. dollar. A portion of any returns or performance information (including gains or losses in the values of unrealized investments) may have been attributable solely to currency fluctuations or to the effects of hedging transactions. Further, currency fluctuations may affect certain investments more than others. However, for unrealized performance presented at the deal level, Gross IRR is calculated in the applicable local currency and not converted to U.S. dollars and, accordingly, does not include the effects, if any, in movements in currency exchange rates. 

Subscription Facilities. In certain instances, the Castlelake Funds utilized a fund line of credit (also known as a subscription lending facility) to fund all or part of a portfolio investment. The costs associated with a fund line of credit are borne by the relevant fund. In any relevant IRR or MOM calculation, the date that capital is deemed called is the due date of capital calls utilized to repay the line of credit. This will likely cause the relevant reported IRR or MoM to be higher than if capital had been called earlier or if the date of the actual investment was assumed to be the due date for called capital. Such calculated IRR or MoM is likely to decrease as additional capital is called or other available capital is used to reduce any outstanding balance of the fund line of credit.

Assets Under Management. ““Assets under management” or “AUM” refers to the assets that Castlelake, L.P. and its affiliates (collectively, “Castlelake”) manage, service or advise and is not the equivalent of “regulatory assets under management.” Our AUM generally equals the sum of the following, without duplication: 

1. the aggregate net asset value of the Castlelake Funds and separately managed accounts, plus the capital that Castlelake is entitled to call (including capital over which Castlelake has limited discretion and for certain of which such investors have no requirement to authorize deployment) from investors in those funds and vehicles (including Castlelake’s commitments to those funds and vehicles and those of senior Castlelake professionals and employees) pursuant to the terms of their capital commitments to those funds and vehicles; 

2. the aggregate net asset value of third-party equity held in co-investment and similar structures and fair value of asset-backed securities, securitizations, and lending vehicles;

3. the gross asset value of operating companies in which Castlelake holds a controlling equity interest, including any portions attributable to the ownership of third parties; and 

4. the gross fair value of assets over which Castlelake exerts significant control, including debt held in asset-backed securities, securitizations or lending vehicles or debt incurred by special purpose vehicles for which Castlelake is engaged as a servicer. 

The gross value of an asset, investment or vehicle reflects the value of its full capital structure, inclusive of any portions funded by debt. Clauses 3 and 4 include assets over which Castlelake exerts control through ownership, an asset servicing or other contractual relationship, and are not limited to assets of investment advisory clients. Our calculations of AUM may differ from the calculations of other alternative asset managers. As a result, these measures may not be comparable to similar measures presented by other alternative asset managers.  

By clicking below and gaining access to the Content, you acknowledge that you have read, understand, and accept the disclosures set forth above.