Fitch Ratings expects to assign the following ratings and Rating Outlooks to Dryden 43 Senior Loan Fund /LLC:

--$381,000,000 class A notes 'AAAsf', Outlook Stable;

--$4,800,000 class X notes 'AAAsf', Outlook Stable.

Fitch does not expect to rate the class B, C, D, E or subordinated notes.

TRANSACTION SUMMARY

Dryden 43 Senior Loan Fund (the issuer) and Dryden 43 Senior Loan Fund LLC (the co-issuer) comprise an arbitrage cash flow collateralized loan obligation (CLO) that will be managed by PGIM, Inc. Net proceeds from the issuance of the secured and subordinated notes will be used to purchase a portfolio of approximately $600 million of primarily senior secured leveraged loans. The CLO will have an approximately five-year reinvestment period and a two-year noncall period.

KEY RATING DRIVERS

Sufficient Credit Enhancement: Credit enhancement (CE) of 36.5% for class A notes, in addition to excess spread, is sufficient to protect against portfolio default and recovery rate projections in the 'AAAsf' stress scenario. The degree of CE available to the class A notes is in line with the average CE of recent CLO issuances, and cash flow modeling results indicate performance in line with other Fitch-rated 'AAAsf' CLO notes. Class X notes are expected to be paid in full from the application of interest proceeds in accordance with a payment schedule over the first 23 payment dates.

'B+/B' Asset Quality: The average credit quality of the indicative portfolio is 'B+/B', which is comparable to recent CLOs. Issuers rated in the 'B' rating category denote a highly speculative credit quality; however, in Fitch's opinion, class A and X notes are unlikely to be affected by the foreseeable level of defaults. Class A and X notes are robust against default rates of up to 59.7% and 95.7%, respectively.

Strong Recovery Expectations: The indicative portfolio consists of 96% first lien senior secured loans. Approximately 90% of the indicative portfolio has either strong recovery prospects or a Fitch-assigned Recovery Rating of 'RR2' or higher, and the base case recovery assumption is 79.2%. In determining the class A and X note ratings, Fitch stressed the indicative portfolio by assuming a higher portfolio concentration of assets with lower recovery prospects and further reduced recovery assumptions for higher rating stresses, resulting in a 38.2% recovery rate assumption in Fitch's 'AAAsf' scenario.

RATING SENSITIVITIES

Fitch evaluated the structure's sensitivity to the potential variability of key model assumptions, including decreases in recovery rates and increases in default rates or correlation. Fitch expects the class A notes to remain investment grade even under the most extreme sensitivity scenarios, with results under these sensitivity scenarios ranging between 'A-sf' and 'AAAsf'. The class X notes are expected to remain 'AAAsf' under even the most extreme sensitivity scenarios.

Key Rating Drivers and Rating Sensitivities are further described in the accompanying presale report, which is available to investors on Fitch's website at 'www.fitchratings.com'.

DUE DILIGENCE USAGE

No third party due diligence was provided or reviewed in relation to this rating action.

The publication of a representations, warranties and enforcement mechanisms appendix is not required for this transaction.

Additional information is available at www.fitchratings.com.

Sources of Information:

Sources of information used to assess this rating were provided by the arranger (Deutsche Bank Securities Inc.) and the public domain.

Applicable Criteria

Counterparty Criteria for Structured Finance and Covered Bonds (pub. 18 Jul 2016)

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=884963

Criteria for Interest Rate Stresses in Structured Finance Transactions and Covered Bonds (pub. 17 May 2016)

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=879815

Global Rating Criteria for CLOs and Corporate CDOs (pub. 09 Jun 2016)

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=882840

Global Structured Finance Rating Criteria (pub. 27 Jun 2016)

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=883130

Related Research

Dryden 43 Senior Loan Fund/LLC

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=885702

Additional Disclosures

Dodd-Frank Rating Information Disclosure Form

https://www.fitchratings.com/creditdesk/press_releases/content/ridf_frame.cfm?pr_id=1009553

Solicitation Status

https://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=1009553

Endorsement Policy

https://www.fitchratings.com/jsp/creditdesk/PolicyRegulation.faces?context=2&detail=31

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Fitch RatingsPrimary AnalystAmy DrobishDirector+1-212-908-9194Fitch Ratings, Inc.33 Whitehall StreetNew York, NY 10004orSecondary AnalystErika Tsang, CFADirector+1-212-908-0817orCommittee ChairpersonAlina Pak, CFASenior Director+1-312-368-3184orMedia Relations:Sandro Scenga, +1 212-908-0278sandro.scenga@fitchratings.com