Allocation of Collateral Support Deficit. The offered certificates represent interests in the issuing entity only and are not interests in or obligations of the depositor, the sponsors, the mortgage loan sellers or any of their respective affiliates, and neither the offered certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency or private insurer. The depositor will not list the offered certificates on any securities exchange or any automated quotation system of any national securities association or the Nasdaq Stock Market. Investing in the certificates offered to you involves risks. See “Risk Factors” beginning on page S-41 of this free writing prospectus and page 9 of the attached prospectus. Characteristics of the certificates offered to you include: Class [REDACTED] Approximate Initial Certificate Principal Balance or Notional Amount Approximate Initial Pass-Through Rate Pass-Through Rate Description Expected Final Distribution Date Rated Final Distribution Date Class A-1 [REDACTED] $ 59,200,000 % November 2018 February 2047 Class A-2 [REDACTED] $ 295,600,000 % February 2019 February 2047 Class A-SB [REDACTED] $ 90,400,000 % October 2023 February 2047 Class A-3 [REDACTED] $ 173,800,000 % January 2021 February 2047 Class A-4 [REDACTED] $ 100,000,000 % December 2023 February 2047 Class A-5 [REDACTED] $ 316,038,000 % January 2024 February 2047 Class X-A [REDACTED] $ 1,149,631,000 % Variable January 2024 February 2047 Class A-S [REDACTED] $ 114,593,000 % January 2024 February 2047 Class B [REDACTED] $ 81,324,000 % January 2024 February 2047 Class PST [REDACTED] $ 264,304,000 NAP NAP January 2024 February 2047 Class C [REDACTED] $ 68,387,000 % January 2024 February 2047 (Explanatory notes to this table begin on page S-7) Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this free writing prospectus or the attached prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and CIBC World Markets Corp., the underwriters, will purchase the certificates offered to you from Xxxxxx Xxxxxxx Capital I Inc. and will offer them to the public in one or more negotiated transactions, or otherwise, at varying prices determined at the time of sale. The offered certificates are offered by the underwriters when, as and if issued by the issuing entity and delivered to and accepted by the underwriters and subject to their right to reject orders in whole or in part. The underwriters expect to deliver the certificates to purchasers on or about February , 2014. Xxxxxx Xxxxxxx CIBC World Markets January , 2014 ANNEX B-1 FIRST PAGE OF THE STRUCTURAL AND COLLATERAL TERM SHEET FWP MSBAM 2014-C14 Free Writing Prospectus Structural and Collateral Term Sheet $1,478,625,800 (Approximate Total Mortgage Pool Balance) $1,299,342,000 (Approximate Offered Certificates) Xxxxxx Xxxxxxx Capital I Inc. as Depositor Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC Bank of America, National Association CIBC Inc. as Sponsors and Mortgage Loan Sellers Commercial Mortgage Pass-Through Certificates Series 2014-C14 January 23, 2014 XXXXXX XXXXXXX BofA XXXXXXX XXXXX Co-Lead Bookrunning Manager Co-Lead Bookrunning Manager CIBC World Markets Co-Manager STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the SEC (File Number 333-180779) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the depositor or any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 0-000-000-0000 or by email to xxxxxxxxxx@xx.xxx. This is not a research report and was not prepared by any Underwriter’s research department. It was prepared by the Underwriters’ sales, trading, banking or other non-research personnel. This Term Sheet was not intended or written to be used, and it cannot be used by any taxpayer, for the purpose of avoiding penalties that may be imposed on the taxpayer under U.S. federal tax laws. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor. Please see additional important information and qualifications at the end of this Term Sheet. FIRST PAGE OF PRE-PRICING FWP MSBAM 2014-C14 - Underwriting Agreement FREE WRITING PROSPECTUS Filed Pursuant to Rule 433 Registration Statement No. 333-180779-07 January 29, 2014 STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the SEC (File Number 333-180779) for the offering to which this free writing prospectus relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 0-000-000-0000 or by e-mail to xxxxxxxxxx@xx.xxx. This free writing prospectus does not contain all information that is required to be included in the prospectus and the prospectus supplement. IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS Any legends, disclaimers or other notices that may appear at the bottom of, or attached to, the email communication to which this material may have been attached are not applicable to these materials and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another email system. $1,299,342,000 (Approximate) Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2014-C14 as Issuing Entity Xxxxxx Xxxxxxx Capital I Inc. as Depositor Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC Bank of America, National Association CIBC Inc. as Sponsors and Mortgage Loan Sellers COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2014-C14 This free writing prospectus relates to Xxxxxx Xxxxxxx Capital I Inc.’s offering of Classes X-0, X-0, X-XX, X-0, X-0, A-5, X-A, A-S, B, PST and C of its Series 2014-C14 Commercial Mortgage Pass-Through Certificates and clarifies, updates or adds the following information as it relates to (i) the free writing prospectus, dated January 23, 2014 and filed with the Securities and Exchange Commission under accession number 0001539497-14-000062 (the “Free Writing Prospectus”; capitalized terms not defined herein are used as defined in the Free Writing Prospectus) and (ii) the free writing prospectus also designated as the “Structural and Collateral Term Sheet”, dated January 23, 2014 and filed with the Securities and Exchange Commission under accession number 0001539497-14-000055 (the “Term Sheet”): Collateral Updates · With respect to the mortgaged property identified on Appendix I to the Free Writing Prospectus as AmericasMart representing approximately 9.4% of the initial pool balance, the table attached hereto as Exhibit A is provided in addition to the disclosure on page T-31 of the Term Sheet and page III-9 of the Free Writing Prospectus, in each case under the section entitled “Mortgage Loan No. 1 – AmericasMart”. · With respect to the mortgaged property identified on Appendix I to the Free Writing Prospectus as 000 Xxxx Xxxxxx, securing a mortgage loan representing approximately 9.1% of the initial pool balance: SCHEDULE I Underwriting Agreement, dated as of January 30, 2014 Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2014-C14, Commercial Mortgage Pass-Through Certificates, Series 2014-C14, Class X-0, Xxxxx X-0, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class PST and Class C Underwriters Amount of Offered Certificates to be Purchased Class of Offered Certificates to be Purchased Xxxxxx Xxxxxxx & Co. LLC $59,200,000 A-1 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-1 CIBC World Markets Corp. $0 A-1 Xxxxxx Xxxxxxxx, LLC $0 A-1 Xxxxxx Xxxxxxx & Co. LLC $291,600,000 A-2 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-2 CIBC World Markets Corp. $0 A-2 Xxxxxx Xxxxxxxx, LLC $4,000,000 A-2 Xxxxxx Xxxxxxx & Co. LLC $90,400,000 A-XX Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-SB CIBC World Markets Corp. $0 A-SB Xxxxxx Xxxxxxxx, LLC $0 A-XX Xxxxxx Xxxxxxx & Co. LLC $173,800,000 A-3 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-3 CIBC World Markets Corp. $0 A-3 Xxxxxx Xxxxxxxx, LLC $0 A-3 Xxxxxx Xxxxxxx & Co. LLC $160,000,000 A-4 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-4 CIBC World Markets Corp. $0 A-4 Xxxxxx Xxxxxxx & Co. LLC $256,038,000 A-5 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-5 CIBC World Markets Corp. $0 A-5 Xxxxxx Xxxxxxxx, LLC $0 A-5 Xxxxxx Xxxxxxx & Co. LLC $1,149,631,000 X-A Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 X-A CIBC World Markets Corp. $0 X-A Xxxxxx Xxxxxxxx, LLC $0 X-A Xxxxxx Xxxxxxx & Co. LLC $114,593,000 A-S Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-S CIBC World Markets Corp. $0 A-S Xxxxxx Xxxxxxxx, LLC $0 A-S Xxxxxx Xxxxxxx & Co. LLC $81,324,000 B Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 B CIBC World Markets Corp. $0 B Xxxxxx Xxxxxxxx, LLC $0 B Xxxxxx Xxxxxxx & Co. LLC $0 PST Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 PST CIBC World Markets Corp. $0 PST Xxxxxx Xxxxxxxx, LLC $0 PST Xxxxxx Xxxxxxx & Co. LLC $68,387,000 C Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 C CIBC World Markets Corp. $0 C Xxxxxx Xxxxxxxx, LLC $0 C SCHEDULE I (CONTINUED) Class Designation Initial Aggregate Principal Amount or Notional Amount of Class(1) Approximate Initial Pass-Through Rate(2) Purchase Price(3) A-1 $59,200,000 1.250% 99.99787% A-2 $295,600,000 2.916% 102.99927% A-SB $90,400,000 3.581% 102.99449% A-3 $173,800,000 3.669% 102.99792% A-4 $160,000,000 3.787% 100.99502% A-5 $256,038,000 4.064% 102.99836% X-A $1,149,631,000 1.316% 7.80363% A-S $114,593,000 4.384% 102.99687% B $81,324,000 4.645% 102.99462% PST $0 N/A N/A C $68,387,000 4.83561% 100.16276%
Appears in 2 contracts
Samples: Underwriting Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14), Underwriting Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14)
Allocation of Collateral Support Deficit. The offered certificates represent interests in the issuing entity only and are not interests in or obligations of the depositor, the sponsors, the mortgage loan sellers or any of their respective affiliates, and neither the offered certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency or private insurer. The depositor will not list the offered certificates on any securities exchange or any automated quotation system of any national securities association or the Nasdaq Stock Market. Investing in the certificates offered to you involves risks. See “Risk Factors” beginning on page S-41 of this free writing prospectus and page 9 of the attached prospectus. Characteristics of the certificates offered to you include: Class Expected Ratings [REDACTED] Approximate Initial Certificate Principal Balance or Notional Amount Approximate Initial Pass-Through Rate Pass-Through Rate Description Expected Final Distribution Date Rated Final Distribution Date Class A-1 [REDACTED] $ 59,200,000 55,100,000 % November 2018 February 2047 March 2020 April 2048 Class A-2 [REDACTED] $ 295,600,000 66,500,000 % February 2019 February 2047 April 2020 April 2048 Class A-SB [REDACTED] $ 90,400,000 84,700,000 % October 2023 February 2047 November 2024 April 2048 Class A-3 [REDACTED] $ 173,800,000 250,000,000 % January 2021 February 2047 March 2025 April 2048 Class A-4 [REDACTED] $ 100,000,000 318,826,000 % December 2023 February 2047 Class A-5 [REDACTED] $ 316,038,000 % January 2024 February 2047 April 2025 April 2048 Class X-A [REDACTED] $ 1,149,631,000 836,029,000 % Variable January 2024 February 2047 April 2025 April 2048 Class A-S [REDACTED] $ 114,593,000 60,903,000 % January 2024 February 2047 April 2025 April 2048 Class B [REDACTED] $ 81,324,000 63,671,000 % January 2024 February 2047 April 2025 April 2048 Class PST [REDACTED] $ 264,304,000 NAP NAP January 2024 February 2047 175,788,000 N/A N/A April 2025 April 2048 Class C [REDACTED] $ 68,387,000 51,214,000 % January 2024 February 2047 April 2025 April 2048 (Explanatory notes to this table begin on page S-7S-7) Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this free writing prospectus or the attached prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Incorporated, CIBC World Markets Corp.Corp. and Xxxxxx Xxxxxxxx, LLC, the underwriters, will purchase the certificates offered to you from Xxxxxx Xxxxxxx Capital I Inc. and will offer them to the public in one or more negotiated transactions, or otherwise, at varying prices determined at the time of sale. The offered certificates are offered by the underwriters when, as and if issued by the issuing entity and delivered to and accepted by the underwriters and subject to their right to reject orders in whole or in part. The underwriters expect to deliver the certificates to purchasers on or about February April 22, 20142015. Xxxxxx Xxxxxxx CIBC World Markets January , 2014 ANNEX B-1 Xxxxxx Xxxxxxxx FIRST PAGE OF THE STRUCTURAL AND COLLATERAL TERM SHEET FWP MSBAM 20142015-C14 C22 Free Writing Prospectus Structural and Collateral Term Sheet $1,478,625,800 1,107,324,016 (Approximate Total Mortgage Pool Balance) $1,299,342,000 950,914,000 (Approximate Offered Certificates) Xxxxxx Xxxxxxx Capital I Inc. as Depositor Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC Bank of America, National Association CIBC Inc. Starwood Mortgage Funding III LLC as Sponsors and Mortgage Loan Sellers Commercial Mortgage Pass-Through Certificates Series 20142015-C14 January 23C22 March 30, 2014 2015 XXXXXX XXXXXXX BofA XXXXXXX XXXXX Co-Lead Bookrunning Manager CIBC World Markets Co-Lead Bookrunning Manager CIBC World Markets Xxxxxx Xxxxxxxx Co-Manager Managers STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the SEC (File Number 333-180779) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the depositor or any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 0-000-000-0000 or by email to xxxxxxxxxx@xx.xxx. This is not a research report and was not prepared by any Underwriter’s research department. It was prepared by the Underwriters’ sales, trading, banking or other non-research personnel. This Term Sheet was not intended or written to be used, and it cannot be used by any taxpayer, for the purpose of avoiding penalties that may be imposed on the taxpayer under U.S. federal tax laws. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor. Please see additional important information and qualifications at the end of this Term Sheet. FIRST PAGE OF PRE-PRICING FWP MSBAM 2014-C14 - Underwriting Agreement FREE WRITING PROSPECTUS Filed Pursuant to Rule 433 Registration Statement No. 333-180779-07 January 2915 April 6, 2014 2015 STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the SEC (File Number 333-180779) for the offering to which this free writing prospectus relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 0-000-000-0000 or by e-mail to xxxxxxxxxx@xx.xxx. This free writing prospectus does not contain all information that is required to be included in the prospectus and the prospectus supplement. ______________________ IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS Any legends, disclaimers or other notices that may appear at the bottom of, or attached to, the email communication to which this material may have been attached are not applicable to these materials and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another email system. $1,299,342,000 950,914,000 (Approximate) Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 20142015-C14 C22 as Issuing Entity Xxxxxx Xxxxxxx Capital I Inc. as Depositor Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC Bank of America, National Association CIBC Inc. Starwood Mortgage Funding III LLC as Sponsors and Mortgage Loan Sellers COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 20142015-C14 C22 This free writing prospectus relates to Xxxxxx Xxxxxxx Capital I Inc.’s offering of Classes X-0, X-0, X-XX, X-0, X-0, A-5, X-AX, A-S, B, PST and C of its Series 20142015-C14 C22 Commercial Mortgage Pass-Through Certificates and clarifies, updates or adds the following information as it relates to (i) the free writing prospectus, dated January 23March 30, 2014 2015 and filed with the Securities and Exchange Commission under accession number 0001539497-1415-000062 000430 (the “Free Writing Prospectus”; capitalized terms not defined herein are used as defined in the Free Writing Prospectus) and (ii) the free writing prospectus also designated as the “Structural and Collateral Term Sheet”, dated January 23March 30, 2014 2015 and filed with the Securities and Exchange Commission under accession number 0001539497-1415-000055 000427 (the “Term Sheet”): Collateral Updates · With respect to the mortgaged property identified on Appendix I to the Free Writing Prospectus as AmericasMart representing approximately 9.4% of the initial pool balance, the table attached hereto as Exhibit A is provided in addition to the disclosure on page T-31 of the Term Sheet and page III-9 of the Free Writing Prospectus, in each case under the section entitled “Mortgage Loan No. 1 – AmericasMart”. · With respect to the mortgaged property identified on Appendix I to the Free Writing Prospectus as 000 Xxxx Xxxxxx, securing a mortgage loan representing approximately 9.1% of the initial pool balance: SCHEDULE I Underwriting Agreement, dated as of January 30, 2014 Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2014-C14, Commercial Mortgage Pass-Through Certificates, Series 2014-C14, Class X-0, Xxxxx X-0, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class PST and Class C Underwriters Amount of Offered Certificates to be Purchased Class of Offered Certificates to be Purchased Xxxxxx Xxxxxxx & Co. LLC $59,200,000 A-1 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-1 CIBC World Markets Corp. $0 A-1 Xxxxxx Xxxxxxxx, LLC $0 A-1 Xxxxxx Xxxxxxx & Co. LLC $291,600,000 A-2 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-2 CIBC World Markets Corp. $0 A-2 Xxxxxx Xxxxxxxx, LLC $4,000,000 A-2 Xxxxxx Xxxxxxx & Co. LLC $90,400,000 A-XX Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-SB CIBC World Markets Corp. $0 A-SB Xxxxxx Xxxxxxxx, LLC $0 A-XX Xxxxxx Xxxxxxx & Co. LLC $173,800,000 A-3 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-3 CIBC World Markets Corp. $0 A-3 Xxxxxx Xxxxxxxx, LLC $0 A-3 Xxxxxx Xxxxxxx & Co. LLC $160,000,000 A-4 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-4 CIBC World Markets Corp. $0 A-4 Xxxxxx Xxxxxxx & Co. LLC $256,038,000 A-5 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-5 CIBC World Markets Corp. $0 A-5 Xxxxxx Xxxxxxxx, LLC $0 A-5 Xxxxxx Xxxxxxx & Co. LLC $1,149,631,000 X-A Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 X-A CIBC World Markets Corp. $0 X-A Xxxxxx Xxxxxxxx, LLC $0 X-A Xxxxxx Xxxxxxx & Co. LLC $114,593,000 A-S Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-S CIBC World Markets Corp. $0 A-S Xxxxxx Xxxxxxxx, LLC $0 A-S Xxxxxx Xxxxxxx & Co. LLC $81,324,000 B Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 B CIBC World Markets Corp. $0 B Xxxxxx Xxxxxxxx, LLC $0 B Xxxxxx Xxxxxxx & Co. LLC $0 PST Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 PST CIBC World Markets Corp. $0 PST Xxxxxx Xxxxxxxx, LLC $0 PST Xxxxxx Xxxxxxx & Co. LLC $68,387,000 C Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 C CIBC World Markets Corp. $0 C Xxxxxx Xxxxxxxx, LLC $0 C SCHEDULE I (CONTINUED) Class Designation Initial Aggregate Principal Amount or Notional Amount of Class(1) Approximate Initial Pass-Through Rate(2) Purchase Price(3) A-1 $59,200,000 1.250% 99.99787% A-2 $295,600,000 2.916% 102.99927% A-SB $90,400,000 3.581% 102.99449% A-3 $173,800,000 3.669% 102.99792% A-4 $160,000,000 3.787% 100.99502% A-5 $256,038,000 4.064% 102.99836% X-A $1,149,631,000 1.316% 7.80363% A-S $114,593,000 4.384% 102.99687% B $81,324,000 4.645% 102.99462% PST $0 N/A N/A C $68,387,000 4.83561% 100.16276%):
Appears in 1 contract
Samples: Underwriting Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C22)
Allocation of Collateral Support Deficit. The offered certificates represent interests in the issuing entity only and are not interests in or obligations of the depositor, the sponsors, the mortgage loan sellers or any of their respective affiliates, and neither the offered certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency or private insurer. The depositor will not list the offered certificates on any securities exchange or any automated quotation system of any national securities association or the Nasdaq Stock Market. Investing in the certificates offered to you involves risks. See “Risk Factors” beginning on page S-41 S-43 of this free writing prospectus and page 9 of the attached prospectus. Characteristics of the certificates offered to you include: Class Expected Ratings ([REDACTED] ]) Approximate Initial Certificate Principal Balance or Notional Amount Approximate Initial Pass-Pass- Through Rate Pass-Through Rate Description Expected Final Distribution Date Rated Final Distribution Date Class A-1 [REDACTED] $ 59,200,000 50,900,000 % November 2018 February September 2019 December 2047 Class A-2 [REDACTED] $ 295,600,000 293,600,000 % February December 2019 February December 2047 Class A-SB [REDACTED] $ 90,400,000 111,600,000 % October 2023 February June 2024 December 2047 Class A-3 [REDACTED] $ 173,800,000 240,000,000 % January 2021 February October 2024 December 2047 Class A-4 [REDACTED] $ 100,000,000 333,319,000 % November 2024 December 2023 February 2047 Class A-5 [REDACTED] $ 316,038,000 % January 2024 February 2047 Class X-A [REDACTED] $ 1,149,631,000 1,121,332,000 % Variable January December 2024 February December 2047 Class A-S [REDACTED] $ 114,593,000 91,913,000 % January December 2024 February December 2047 Class B [REDACTED] $ 81,324,000 71,692,000 % January December 2024 February December 2047 Class PST [REDACTED] $ 264,304,000 NAP NAP January 272,061,000 N/A N/A December 2024 February December 2047 Class C [REDACTED] $ 68,387,000 108,456,000 % January December 2024 February December 2047 (Explanatory notes to this table begin on page S-7) Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this free writing prospectus or the attached prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Incorporated, CIBC World Markets Corp.Corp. and Xxxxxx Xxxxxxxx, LLC, the underwriters, will purchase the certificates offered to you from Xxxxxx Xxxxxxx Capital I Inc. and will offer them to the public in one or more negotiated transactions, or otherwise, at varying prices determined at the time of sale. The offered certificates are offered by the underwriters when, as and if issued by the issuing entity and delivered to and accepted by the underwriters and subject to their right to reject orders in whole or in part. The underwriters expect to deliver the certificates to purchasers on or about February December , 2014. Xxxxxx Xxxxxxx CIBC World Markets January Xxxxxx Xxxxxxxx December , 2014 ANNEX B-1 FIRST PAGE OF THE STRUCTURAL AND COLLATERAL TERM SHEET FWP MSBAM 2014-C14 C19 Free Writing Prospectus Structural and Collateral Term Sheet $1,478,625,800 1,470,599,820 (Approximate Total Mortgage Pool Balance) $1,299,342,000 1,301,480,000 (Approximate Offered Certificates) Xxxxxx Xxxxxxx Capital I Inc. as Depositor Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC Bank of America, National Association CIBC Inc. as Sponsors and Mortgage Loan Sellers Commercial Mortgage Pass-Through Certificates Series 2014-C14 January 23C19 December 2, 2014 XXXXXX XXXXXXX BofA XXXXXXX XXXXX Co-Lead Bookrunning Manager CIBC World Markets Co-Lead Bookrunning Manager CIBC World Markets Xxxxxx Xxxxxxxx Co-Manager Managers STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the SEC (File Number 333-180779) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the depositor or any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 0-000-000-0000 or by email to xxxxxxxxxx@xx.xxx. This is not a research report and was not prepared by any Underwriter’s research department. It was prepared by the Underwriters’ sales, trading, banking or other non-research personnel. This Term Sheet was not intended or written to be used, and it cannot be used by any taxpayer, for the purpose of avoiding penalties that may be imposed on the taxpayer under U.S. federal tax laws. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor. Please see additional important information and qualifications at the end of this Term Sheet. FIRST PAGE OF PRE-PRICING FWP MSBAM 2014-C14 - Underwriting Agreement FREE WRITING PROSPECTUS Filed Pursuant to Rule 433 Registration Statement No. 333-180779-07 January 2912 December 8, 2014 STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the SEC (File Number 333-180779) for the offering to which this free writing prospectus relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 0-000-000-0000 or by e-mail to xxxxxxxxxx@xx.xxx. This free writing prospectus does not contain all information that is required to be included in the prospectus and the prospectus supplement. IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS Any legends, disclaimers or other notices that may appear at the bottom of, or attached to, the email communication to which this material may have been attached are not applicable to these materials and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another email system. $1,299,342,000 1,301,480,000 (Approximate) Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2014-C14 C19 as Issuing Entity Xxxxxx Xxxxxxx Capital I Inc. as Depositor Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC Bank of America, National Association CIBC Inc. as Sponsors and Mortgage Loan Sellers COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2014-C14 C19 This free writing prospectus relates to Xxxxxx Xxxxxxx Capital I Inc.’s offering of Classes X-0, X-0, X-XX, X-0, X-0, A-5, X-AX, A-S, B, PST and C of its Series 2014-C14 C19 Commercial Mortgage Pass-Through Certificates and clarifies, updates or adds the following information as it relates to (i) the free writing prospectus, dated January 23December 2, 2014 and filed with the Securities and Exchange Commission under accession number 0001539497-14-000062 001475 (the “Free Writing Prospectus”; capitalized terms not defined herein are used as defined in the Free Writing Prospectus) and (ii) the free writing prospectus also designated as the “Structural and Collateral Term Sheet”, dated January 23December 2, 2014 and filed with the Securities and Exchange Commission under accession number 0001539497-14-000055 001476 (the “Term Sheet”): Collateral Updates · With respect to the mortgaged property identified on Appendix I to the Free Writing Prospectus as AmericasMart representing approximately 9.4% of the initial pool balance, the table attached hereto as Exhibit A is provided in addition to the disclosure on page T-31 of the Term Sheet and page III-9 of the Free Writing Prospectus, in each case under the section entitled “Mortgage Loan No. 1 – AmericasMart”. · With respect to the mortgaged property identified on Appendix I to the Free Writing Prospectus as 000 Xxxx Xxxxxx, securing a mortgage loan representing approximately 9.1% of the initial pool balance: SCHEDULE I Underwriting Agreement, dated as of January 30, 2014 Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2014-C14, Commercial Mortgage Pass-Through Certificates, Series 2014-C14, Class X-0, Xxxxx X-0, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class PST and Class C Underwriters Amount of Offered Certificates to be Purchased Class of Offered Certificates to be Purchased Xxxxxx Xxxxxxx & Co. LLC $59,200,000 A-1 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-1 CIBC World Markets Corp. $0 A-1 Xxxxxx Xxxxxxxx, LLC $0 A-1 Xxxxxx Xxxxxxx & Co. LLC $291,600,000 A-2 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-2 CIBC World Markets Corp. $0 A-2 Xxxxxx Xxxxxxxx, LLC $4,000,000 A-2 Xxxxxx Xxxxxxx & Co. LLC $90,400,000 A-XX Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-SB CIBC World Markets Corp. $0 A-SB Xxxxxx Xxxxxxxx, LLC $0 A-XX Xxxxxx Xxxxxxx & Co. LLC $173,800,000 A-3 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-3 CIBC World Markets Corp. $0 A-3 Xxxxxx Xxxxxxxx, LLC $0 A-3 Xxxxxx Xxxxxxx & Co. LLC $160,000,000 A-4 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-4 CIBC World Markets Corp. $0 A-4 Xxxxxx Xxxxxxx & Co. LLC $256,038,000 A-5 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-5 CIBC World Markets Corp. $0 A-5 Xxxxxx Xxxxxxxx, LLC $0 A-5 Xxxxxx Xxxxxxx & Co. LLC $1,149,631,000 X-A Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 X-A CIBC World Markets Corp. $0 X-A Xxxxxx Xxxxxxxx, LLC $0 X-A Xxxxxx Xxxxxxx & Co. LLC $114,593,000 A-S Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-S CIBC World Markets Corp. $0 A-S Xxxxxx Xxxxxxxx, LLC $0 A-S Xxxxxx Xxxxxxx & Co. LLC $81,324,000 B Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 B CIBC World Markets Corp. $0 B Xxxxxx Xxxxxxxx, LLC $0 B Xxxxxx Xxxxxxx & Co. LLC $0 PST Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 PST CIBC World Markets Corp. $0 PST Xxxxxx Xxxxxxxx, LLC $0 PST Xxxxxx Xxxxxxx & Co. LLC $68,387,000 C Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 C CIBC World Markets Corp. $0 C Xxxxxx Xxxxxxxx, LLC $0 C SCHEDULE I (CONTINUED) Class Designation Initial Aggregate Principal Amount or Notional Amount of Class(1) Approximate Initial Pass-Through Rate(2) Purchase Price(3) A-1 $59,200,000 1.250% 99.99787% A-2 $295,600,000 2.916% 102.99927% A-SB $90,400,000 3.581% 102.99449% A-3 $173,800,000 3.669% 102.99792% A-4 $160,000,000 3.787% 100.99502% A-5 $256,038,000 4.064% 102.99836% X-A $1,149,631,000 1.316% 7.80363% A-S $114,593,000 4.384% 102.99687% B $81,324,000 4.645% 102.99462% PST $0 N/A N/A C $68,387,000 4.83561% 100.16276%):
Appears in 1 contract
Samples: Underwriting Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C19)
Allocation of Collateral Support Deficit. The offered certificates represent interests in the issuing entity only and are not interests in or obligations of the depositor, the sponsors, the mortgage loan sellers or any of their respective affiliates, and neither the offered certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency or private insurer. The depositor will not list the offered certificates on any securities exchange or any automated quotation system of any national securities association or the Nasdaq Stock Market. Investing in the certificates offered to you involves risks. See “Risk Factors” beginning on page S-41 of this free writing prospectus and page 9 of the attached prospectus. Characteristics of the certificates offered to you include: Class Expected Ratings ([REDACTED] ]) Approximate Initial Certificate Principal Balance or Notional Amount Approximate Initial Pass-Pass- Through Rate Pass-Through Rate Description Expected Final Distribution Date Rated Final Distribution Date Class A-1 [REDACTED] $ 59,200,000 36,300,000 % November 2018 February July 2019 October 2047 Class A-2 [REDACTED] $ 295,600,000 288,600,000 % February October 2019 February October 2047 Class A-SB [REDACTED] $ 90,400,000 67,800,000 % February 2024 October 2023 February 2047 Class A-3 [REDACTED] $ 173,800,000 115,000,000 % January 2021 February August 2024 October 2047 Class A-4 [REDACTED] $ 100,000,000 215,535,000 % December 2023 February 2047 Class A-5 [REDACTED] $ 316,038,000 % January August 2024 February October 2047 Class X-A [REDACTED] $ 1,149,631,000 767,146,000 % Variable January September 2024 February October 2047 Class A-S [REDACTED] $ 114,593,000 43,911,000 % January September 2024 February October 2047 Class B [REDACTED] $ 81,324,000 81,364,000 % January September 2024 February October 2047 Class PST [REDACTED] $ 264,304,000 NAP NAP January 187,266,000 N/A N/A September 2024 February October 2047 Class C [REDACTED] $ 68,387,000 61,991,000 % January September 2024 February October 2047 (Explanatory notes to this table begin on page S-7) Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this free writing prospectus or the attached prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Incorporated, CIBC World Markets Corp.Corp. and Xxxxxx Xxxxxxxx, LLC, the underwriters, will purchase the certificates offered to you from Xxxxxx Xxxxxxx Capital I Inc. and will offer them to the public in one or more negotiated transactions, or otherwise, at varying prices determined at the time of sale. The offered certificates are offered by the underwriters when, as and if issued by the issuing entity and delivered to and accepted by the underwriters and subject to their right to reject orders in whole or in part. The underwriters expect to deliver the certificates to purchasers on or about February September , 2014. Xxxxxx Xxxxxxx CIBC World Markets January Xxxxxx Xxxxxxxx September , 2014 ANNEX B-1 FIRST PAGE OF THE STRUCTURAL AND COLLATERAL TERM SHEET FWP MSBAM 2014-C14 C18 Free Writing Prospectus Structural and Collateral Term Sheet $1,478,625,800 1,033,193,668 (Approximate Total Mortgage Pool Balance) $1,299,342,000 910,501,000 (Approximate Offered Certificates) Xxxxxx Xxxxxxx Capital I Inc. as Depositor Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC Bank of America, National Association CIBC Inc. as Sponsors and Mortgage Loan Sellers Commercial Mortgage Pass-Through Certificates Series 2014-C14 January 23C18 September 11, 2014 XXXXXX XXXXXXX BofA XXXXXXX XXXXX Co-Lead Bookrunning Manager CIBC World Markets Co-Lead Bookrunning Manager CIBC World Markets Xxxxxx Xxxxxxxx Co-Manager Managers STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the SEC (File Number 333-180779) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the depositor or any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 0-000-000-0000 or by email to xxxxxxxxxx@xx.xxx. This is not a research report and was not prepared by any Underwriter’s research department. It was prepared by the Underwriters’ sales, trading, banking or other non-research personnel. This Term Sheet was not intended or written to be used, and it cannot be used by any taxpayer, for the purpose of avoiding penalties that may be imposed on the taxpayer under U.S. federal tax laws. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor. Please see additional important information and qualifications at the end of this Term Sheet. FIRST PAGE OF PRE-PRICING FWP MSBAM 2014-C14 - Underwriting Agreement FREE WRITING PROSPECTUS Filed Pursuant to Rule 433 Registration Statement No. 333-180779-07 January 2911 September 16, 2014 STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the SEC (File Number 333-180779) for the offering to which this free writing prospectus relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 0-000-000-0000 or by e-mail to xxxxxxxxxx@xx.xxx. This free writing prospectus does not contain all information that is required to be included in the prospectus and the prospectus supplement. ______________________ IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS Any legends, disclaimers or other notices that may appear at the bottom of, or attached to, the email communication to which this material may have been attached are not applicable to these materials and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another email system. $1,299,342,000 910,501,000 (Approximate) Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2014-C14 C18 as Issuing Entity Xxxxxx Xxxxxxx Capital I Inc. as Depositor Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC Bank of America, National Association CIBC Inc. as Sponsors and Mortgage Loan Sellers COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2014-C14 C18 This free writing prospectus relates to Xxxxxx Xxxxxxx Capital I Inc.’s offering of Classes X-0, X-0, X-XX, X-0, X-0, A-5, X-AX, A-S, B, PST and C of its Series 2014-C14 C18 Commercial Mortgage Pass-Through Certificates and clarifies, updates or adds the following information as it relates to (i) the free writing prospectus, dated January 23September 15, 2014 and filed with the Securities and Exchange Commission under accession number 0001539497-14-000062 001111 (the “Free Writing Prospectus”; capitalized terms not defined herein are used as defined in the Free Writing Prospectus) and (ii) the free writing prospectus also designated as the “Structural and Collateral Term Sheet”, dated January 23September 11, 2014 and filed with the Securities and Exchange Commission under accession number 0001539497-14-000055 001081 (the “Term Sheet”): Collateral Updates · With respect to the mortgaged property identified on Appendix I to the Free Writing Prospectus as AmericasMart representing approximately 9.4% of the initial pool balance, the table attached hereto as Exhibit A is provided in addition to the disclosure on page T-31 of the Term Sheet and page III-9 of the Free Writing Prospectus, in each case under the section entitled “Mortgage Loan No. 1 – AmericasMart”. · With respect to the mortgaged property identified on Appendix I to the Free Writing Prospectus as 000 Xxxx Xxxxxx, securing a mortgage loan representing approximately 9.1% of the initial pool balance: SCHEDULE I Underwriting Agreement, dated as of January 30, 2014 Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2014-C14, Commercial Mortgage Pass-Through Certificates, Series 2014-C14, Class X-0, Xxxxx X-0, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class PST and Class C Underwriters Amount of Offered Certificates to be Purchased Class of Offered Certificates to be Purchased Xxxxxx Xxxxxxx & Co. LLC $59,200,000 A-1 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-1 CIBC World Markets Corp. $0 A-1 Xxxxxx Xxxxxxxx, LLC $0 A-1 Xxxxxx Xxxxxxx & Co. LLC $291,600,000 A-2 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-2 CIBC World Markets Corp. $0 A-2 Xxxxxx Xxxxxxxx, LLC $4,000,000 A-2 Xxxxxx Xxxxxxx & Co. LLC $90,400,000 A-XX Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-SB CIBC World Markets Corp. $0 A-SB Xxxxxx Xxxxxxxx, LLC $0 A-XX Xxxxxx Xxxxxxx & Co. LLC $173,800,000 A-3 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-3 CIBC World Markets Corp. $0 A-3 Xxxxxx Xxxxxxxx, LLC $0 A-3 Xxxxxx Xxxxxxx & Co. LLC $160,000,000 A-4 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-4 CIBC World Markets Corp. $0 A-4 Xxxxxx Xxxxxxx & Co. LLC $256,038,000 A-5 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-5 CIBC World Markets Corp. $0 A-5 Xxxxxx Xxxxxxxx, LLC $0 A-5 Xxxxxx Xxxxxxx & Co. LLC $1,149,631,000 X-A Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 X-A CIBC World Markets Corp. $0 X-A Xxxxxx Xxxxxxxx, LLC $0 X-A Xxxxxx Xxxxxxx & Co. LLC $114,593,000 A-S Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-S CIBC World Markets Corp. $0 A-S Xxxxxx Xxxxxxxx, LLC $0 A-S Xxxxxx Xxxxxxx & Co. LLC $81,324,000 B Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 B CIBC World Markets Corp. $0 B Xxxxxx Xxxxxxxx, LLC $0 B Xxxxxx Xxxxxxx & Co. LLC $0 PST Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 PST CIBC World Markets Corp. $0 PST Xxxxxx Xxxxxxxx, LLC $0 PST Xxxxxx Xxxxxxx & Co. LLC $68,387,000 C Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 C CIBC World Markets Corp. $0 C Xxxxxx Xxxxxxxx, LLC $0 C SCHEDULE I (CONTINUED) Class Designation Initial Aggregate Principal Amount or Notional Amount of Class(1) Approximate Initial Pass-Through Rate(2) Purchase Price(3) A-1 $59,200,000 1.250% 99.99787% A-2 $295,600,000 2.916% 102.99927% A-SB $90,400,000 3.581% 102.99449% A-3 $173,800,000 3.669% 102.99792% A-4 $160,000,000 3.787% 100.99502% A-5 $256,038,000 4.064% 102.99836% X-A $1,149,631,000 1.316% 7.80363% A-S $114,593,000 4.384% 102.99687% B $81,324,000 4.645% 102.99462% PST $0 N/A N/A C $68,387,000 4.83561% 100.16276%):
Appears in 1 contract
Samples: Underwriting Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C18)
Allocation of Collateral Support Deficit. The offered certificates represent interests in the issuing entity only and are not interests in or obligations of the depositor, the sponsors, the mortgage loan sellers or any of their respective affiliates, and neither the offered certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency or private insurer. The depositor will not list the offered certificates on any securities exchange or any automated quotation system of any national securities association or the Nasdaq Stock Market. Investing in the certificates offered to you involves risks. See “Risk Factors” beginning on page S-41 S-39 of this free writing prospectus and page 9 of the attached prospectus. Characteristics of the certificates offered to you include: Class [REDACTED] Approximate Initial Certificate Principal Balance or Notional Amount Approximate Initial Pass-Through Rate Pass-Through Rate Description Expected Final Distribution Date Rated Final Distribution Date Class A-1 [REDACTED] $ 59,200,000 94,800,000 % November Fixed April 2018 February 2047 July 2046 Class A-2 [REDACTED] $ 295,600,000 34,200,000 % February 2019 February 2047 Fixed June 2018 July 2046 Class A-SB [REDACTED] $ 90,400,000 126,500,000 % October Fixed January 2023 February 2047 July 2046 Class A-3 [REDACTED] $ 173,800,000 150,000,000 % January 2021 February 2047 Fixed April 2023 July 2046 Class A-4 [REDACTED] $ 100,000,000 509,537,000 % December June 2023 February 2047 Class A-5 [REDACTED] $ 316,038,000 % January 2024 February 2047 July 2046 Class X-A [REDACTED] $ 1,149,631,000 1,151,469,000 % Variable January 2024 February 2047 June 2023 July 2046 Class A-S [REDACTED] $ 114,593,000 111,432,000 % January 2024 February 2047 June 2023 July 2046 Class B [REDACTED] $ 81,324,000 100,290,000 % January 2024 February 2047 June 2023 July 2046 Class PST [REDACTED] $ 264,304,000 263,724,000 NAP NAP January 2024 February 2047 June 2023 July 2046 Class C [REDACTED] $ 68,387,000 52,002,000 % January 2024 February 2047 June 2023 July 2046 (Explanatory notes to this table begin on page S-7S-6) Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this free writing prospectus or the attached prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and CIBC World Markets Corp., the underwriters, will purchase the certificates offered to you from Xxxxxx Xxxxxxx Capital I Inc. and will offer them to the public in one or more negotiated transactions, or otherwise, at varying prices determined at the time of sale. The offered certificates are offered by the underwriters when, as and if issued by the issuing entity and delivered to and accepted by the underwriters and subject to their right to reject orders in whole or in part. The underwriters expect to deliver the certificates to purchasers on or about February July , 20142013. Xxxxxx Xxxxxxx CIBC World Markets January June [_], 2014 2013 ANNEX B-1 FIRST PAGE OF THE STRUCTURAL AND COLLATERAL TERM SHEET FWP MSBAM 20142013-C14 C10 Free Writing Prospectus Structural and Collateral Term Sheet $1,478,625,800 1,485,767,641 (Approximate Total Mortgage Pool Balance) $1,299,342,000 1,178,761,000 (Approximate Offered Certificates) Xxxxxx Xxxxxxx Capital I Inc. as Depositor Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC Bank of America, National Association CIBC Inc. as Sponsors and Mortgage Loan Sellers Commercial Mortgage Pass-Through Certificates Series 20142013-C14 January 23C10 June 13, 2014 2013 XXXXXX XXXXXXX BofA XXXXXXX XXXXX Co-Lead Bookrunning Manager Co-Lead Bookrunning Manager CIBC World Markets Co-Manager STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the SEC (File Number 333-180779) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the depositor or any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 0-000-000-0000 or by email to xxxxxxxxxx@xx.xxx. This is not a research report and was not prepared by any Underwriter’s research departmentdepartments. It was prepared by the Underwriters’ sales, trading, banking or other non-research personnel. This Term Sheet was not intended or written to be used, and it cannot be used by any taxpayer, for the purpose of avoiding penalties that may be imposed on the taxpayer under U.S. federal tax laws. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor. Please see additional important information and qualifications at the end of this Term Sheet. FIRST PAGE OF PRE-PRICING FWP MSBAM 2014-C14 - Underwriting Agreement FREE WRITING PROSPECTUS Filed Pursuant to Rule 433 Registration Statement No. 333-180779-07 January 2904 June 20, 2014 2013 STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the SEC (File Number 333-180779) for the offering to which this free writing prospectus relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 0-000-000-0000 or by e-mail to xxxxxxxxxx@xx.xxx. This free writing prospectus does not contain all information that is required to be included in the prospectus and the prospectus supplement. IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS Any legends, disclaimers or other notices that may appear at the bottom of, or attached to, the email communication to which this material may have been attached are not applicable to these materials and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another email system. $1,299,342,000 1,178,761,000 (Approximate) Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 20142013-C14 C10 as Issuing Entity Xxxxxx Xxxxxxx Capital I Inc. as Depositor Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC Bank of America, National Association CIBC Inc. as Sponsors and Mortgage Loan Sellers COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 20142013-C14 C10 This free writing prospectus relates to Xxxxxx Xxxxxxx Capital I Inc.Bank of America Xxxxxxx Xxxxx Trust 2013-C10’s offering of Classes X-0, X-0, X-XX, X-0, X-0, A-5, X-A, A-S, B, PST and C of its Series 20142013-C14 C10 Commercial Mortgage Pass-Through Certificates and clarifies, updates or adds the following information as it relates to (i) the free writing prospectus, dated January 23June 13, 2014 2013 and filed with the Securities and Exchange Commission under accession number 0001539497-1413-000062 000505 (the “Free Writing Prospectus”; capitalized terms not defined herein are used as defined in the Free Writing Prospectus) and (ii) the free writing prospectus also designated as the “Structural and Collateral Term Sheet”, dated January 23June 13, 2014 2013 and filed with the Securities and Exchange Commission under accession number 0001539497-1413-000055 000501 (the “Term Sheet”): Collateral Updates · With respect to the mortgaged property identified on Appendix I to the Free Writing Prospectus as AmericasMart representing approximately 9.4% of the initial pool balance, the table attached hereto as Exhibit A is provided in addition to the disclosure on page T-31 of the Term Sheet and page III-9 of the Free Writing Prospectus, in each case under the section entitled “Mortgage Loan No. 1 – AmericasMart”. · With respect to the mortgaged property identified on Appendix I to the Free Writing Prospectus as 000 Xxxx Xxxxxx, securing a mortgage loan representing approximately 9.1% of the initial pool balance: SCHEDULE I Underwriting Agreement, dated as of January 30, 2014 Structural Update ● Class X-B Certificates will no longer be issued by Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 20142013-C14C10. ● Class A-5 Certificates: The principal balance of the Class A-4 Certificates will be reduced to $409,537,000. A new class of certificates, the Class A-5 Certificates, with an initial principal balance of $100,000,000 will be offered, which will receive payments and be allocated losses as described in Attachment A to this free writing prospectus. Additional FIRST PAGE OF EACH OTHER PRE-PRICING FWP FREE WRITING PROSPECTUS Filed Pursuant to Rule 433 Registration Statement No. 333-180779-04 June 20, 2013 STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the SEC (File Number 333-180779) for the offering to which this free writing prospectus relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 0-000-000-0000 or by e-mail to xxxxxxxxxx@xx.xxx. This free writing prospectus does not contain all information that is required to be included in the prospectus and the prospectus supplement. IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS Any legends, disclaimers or other notices that may appear at the bottom of, or attached to, the email communication to which this material may have been attached are not applicable to these materials and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another email system. $1,178,761,000 (Approximate) Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C10 as Issuing Entity Xxxxxx Xxxxxxx Capital I Inc. as Depositor Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC Bank of America, National Association CIBC Inc. as Sponsors and Mortgage Loan Sellers COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2013-C10 This free writing prospectus relates to Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C10’s offering of Classes X-0, X-0, X-XX, X-0, X-0, A-5, X-A, A-S, B, PST and C of its Series 2013-C10 Commercial Mortgage Pass-Through CertificatesCertificates and clarifies, Series 2014updates or adds the following information as it relates to (i) the free writing prospectus, dated June 13, 2013 and filed with the Securities and Exchange Commission under accession number 0001539497-C1413-000505 (the “Free Writing Prospectus”; capitalized terms not defined herein are used as defined in the Free Writing Prospectus) and (ii) the free writing prospectus also designated as the “Structural and Collateral Term Sheet”, dated June 13, 2013 and filed with the Securities and Exchange Commission under accession number 0001539497-13-000501 (the “Term Sheet”): Structural Update ● The notional amount of the Class X-A Certificates will be the aggregate principal balance of the Class X-0, Xxxxx X-0, Class A-SB, Class A-3, Class A-4A-4 and Class A-5 Certificates, the Class A-S trust component and the Class A-3FL regular interest, in each case, outstanding from time to time. The pass-through rate for the Class X-A Certificates for any distribution date will equal the weighted average of the applicable Class X strip rates for the Class X-0, Xxxxx X-0, Class A-SB, Class A-3, Class A-4 and Class A-5 Certificates, the Class A-S trust component and the Class A-3FL regular interest for such distribution date (weighted on the basis of the respective principal balances of such classes of certificates, trust component and regular interest immediately FREE WRITING PROSPECTUS Filed Pursuant to Rule 433 Registration Statement No. 333-180779-04 June 24, 2013 STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the SEC (File Number 333-180779) for the offering to which this free writing prospectus relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 0-000-000-0000 or by e-mail to xxxxxxxxxx@xx.xxx. This free writing prospectus does not contain all information that is required to be included in the prospectus and the prospectus supplement. IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS Any legends, disclaimers or other notices that may appear at the bottom of, or attached to, the email communication to which this material may have been attached are not applicable to these materials and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another email system. $1,178,761,000 (Approximate) Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C10 as Issuing Entity Xxxxxx Xxxxxxx Capital I Inc. as Depositor Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC Bank of America, National Association CIBC Inc. as Sponsors and Mortgage Loan Sellers COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2013-C10 This free writing prospectus relates to Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C10’s offering of Classes X-0, X-0, X-XX, X-0, X-0, A-5, Class X-A, Class A-S, Class B, Class PST and Class C Underwriters Amount of Offered Certificates to be Purchased Class of Offered Certificates to be Purchased Xxxxxx Xxxxxxx & Co. LLC $59,200,000 A-1 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-1 CIBC World Markets Corp. $0 A-1 Xxxxxx Xxxxxxxx, LLC $0 A-1 Xxxxxx Xxxxxxx & Co. LLC $291,600,000 A-2 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-2 CIBC World Markets Corp. $0 A-2 Xxxxxx Xxxxxxxx, LLC $4,000,000 A-2 Xxxxxx Xxxxxxx & Co. LLC $90,400,000 Aits Series 2013-XX Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-SB CIBC World Markets Corp. $0 A-SB Xxxxxx Xxxxxxxx, LLC $0 A-XX Xxxxxx Xxxxxxx & Co. LLC $173,800,000 A-3 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-3 CIBC World Markets Corp. $0 A-3 Xxxxxx Xxxxxxxx, LLC $0 A-3 Xxxxxx Xxxxxxx & Co. LLC $160,000,000 A-4 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-4 CIBC World Markets Corp. $0 A-4 Xxxxxx Xxxxxxx & Co. LLC $256,038,000 A-5 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-5 CIBC World Markets Corp. $0 A-5 Xxxxxx Xxxxxxxx, LLC $0 A-5 Xxxxxx Xxxxxxx & Co. LLC $1,149,631,000 X-A Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 X-A CIBC World Markets Corp. $0 X-A Xxxxxx Xxxxxxxx, LLC $0 X-A Xxxxxx Xxxxxxx & Co. LLC $114,593,000 A-S Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-S CIBC World Markets Corp. $0 A-S Xxxxxx Xxxxxxxx, LLC $0 A-S Xxxxxx Xxxxxxx & Co. LLC $81,324,000 B Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 B CIBC World Markets Corp. $0 B Xxxxxx Xxxxxxxx, LLC $0 B Xxxxxx Xxxxxxx & Co. LLC $0 PST Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 PST CIBC World Markets Corp. $0 PST Xxxxxx Xxxxxxxx, LLC $0 PST Xxxxxx Xxxxxxx & Co. LLC $68,387,000 C Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 C CIBC World Markets Corp. $0 C Xxxxxx Xxxxxxxx, LLC $0 C SCHEDULE I (CONTINUED) Class Designation Initial Aggregate Principal Amount or Notional Amount of Class(1) Approximate Initial C10 Commercial Mortgage Pass-Through Rate(2Certificates and clarifies, updates or adds the following information as it relates to (i) Purchase Price(3the free writing prospectus, dated June 13, 2013 and filed with the Securities and Exchange Commission under accession number 0001539497-13-000505 (the “Free Writing Prospectus”; capitalized terms not defined herein are used as defined in the Free Writing Prospectus) A-1 $59,200,000 1.250% 99.99787% A-2 $295,600,000 2.916% 102.99927% Aand (ii) the free writing prospectus also designated as the “Structural and Collateral Term Sheet”, dated June 13, 2013 and filed with the Securities and Exchange Commission under accession number 0001539497-SB $90,400,000 3.581% 102.99449% A-3 $173,800,000 3.669% 102.99792% A-4 $160,000,000 3.787% 100.99502% A-5 $256,038,000 4.064% 102.99836% X13-A $1,149,631,000 1.316% 7.80363% A-S $114,593,000 4.384% 102.99687% B $81,324,000 4.645% 102.99462% PST $0 N/A N/A C $68,387,000 4.83561% 100.16276%000501 (the “Term Sheet”):
Appears in 1 contract
Samples: Underwriting Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C10)
Allocation of Collateral Support Deficit. The offered certificates represent interests in the issuing entity only and are not interests in or obligations of the depositor, the sponsors, the mortgage loan sellers or any of their respective affiliates, and neither the offered certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency or private insurer. The depositor will not list the offered certificates on any securities exchange or any automated quotation system of any national securities association or the Nasdaq Stock Market. Investing in the certificates offered to you involves risks. See “Risk Factors” beginning on page S-41 S-39 of this free writing prospectus and page 9 of the attached prospectus. Characteristics of the certificates offered to you include: Class [REDACTED] Expected Ratings (Fitch/KBRA/Xxxxx’x) Approximate Initial Certificate Principal Balance or Notional Amount Approximate Initial Pass-Through Rate Pass-Through Rate Description Expected Final Distribution Date Rated Final Distribution Date Class A-1 [REDACTED] AAA(sf)/AAA(sf)/Aaa(sf) $ 59,200,000 94,800,000 % November Fixed April 2018 February 2047 July 2046 Class A-2 [REDACTED] X-0 XXX(xx)/XXX(xx)/Xxx(xx) $ 295,600,000 34,200,000 % February 2019 February 2047 Fixed June 2018 July 2046 Class A-SB [REDACTED] AAA(sf)/AAA(sf)/Aaa(sf) $ 90,400,000 126,500,000 % October Fixed January 2023 February 2047 July 2046 Class A-3 [REDACTED] X-0 XXX(xx)/XXX(xx)/Xxx(xx) $ 173,800,000 150,000,000 % January 2021 February 2047 Fixed April 2023 July 2046 Class A-4 [REDACTED] AAA(sf)/AAA(sf)/Aaa(sf) $ 100,000,000 509,537,000 % December June 2023 February 2047 Class A-5 [REDACTED] $ 316,038,000 % January 2024 February 2047 July 2046 Class X-A [REDACTED] AAA(sf)/AAA(sf)/Aaa(sf) $ 1,149,631,000 1,151,469,000 % Variable January 2024 February 2047 June 2023 July 2046 Class A-S [REDACTED] AAA(sf)/AAA(sf)/Aaa(sf) $ 114,593,000 111,432,000 % January 2024 February 2047 June 2023 July 2046 Class B [REDACTED] AA-(sf)/AA(sf)/Aa3(sf) $ 81,324,000 100,290,000 % January 2024 February 2047 June 2023 July 2046 Class PST [REDACTED] A-(sf)/A(sf)/A3(sf) $ 264,304,000 263,724,000 NAP NAP January 2024 February 2047 June 2023 July 2046 Class C [REDACTED] A-(sf)/A(sf)/A3(sf) $ 68,387,000 52,002,000 % January 2024 February 2047 June 2023 July 2046 (Explanatory notes to this table begin on page S-7S-6) Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this free writing prospectus or the attached prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and CIBC World Markets Corp., the underwriters, will purchase the certificates offered to you from Xxxxxx Xxxxxxx Capital I Inc. and will offer them to the public in one or more negotiated transactions, or otherwise, at varying prices determined at the time of sale. The offered certificates are offered by the underwriters when, as and if issued by the issuing entity and delivered to and accepted by the underwriters and subject to their right to reject orders in whole or in part. The underwriters expect to deliver the certificates to purchasers on or about February July , 20142013. Xxxxxx Xxxxxxx CIBC World Markets January June [_], 2014 2013 ANNEX B-1 FIRST PAGE OF THE STRUCTURAL AND COLLATERAL TERM SHEET FWP MSBAM 20142013-C14 C10 Free Writing Prospectus Structural and Collateral Term Sheet $1,478,625,800 1,485,767,641 (Approximate Total Mortgage Pool Balance) $1,299,342,000 1,178,761,000 (Approximate Offered Certificates) Xxxxxx Xxxxxxx Capital I Inc. as Depositor Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC Bank of America, National Association CIBC Inc. as Sponsors and Mortgage Loan Sellers Commercial Mortgage Pass-Through Certificates Series 20142013-C14 January 23C10 June 13, 2014 2013 XXXXXX XXXXXXX BofA XXXXXXX XXXXX Co-Lead Bookrunning Manager Co-Lead Bookrunning Manager CIBC World Markets Co-Manager STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the SEC (File Number 333-180779) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the depositor or any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 0-000-000-0000 or by email to xxxxxxxxxx@xx.xxx. This is not a research report and was not prepared by any Underwriter’s research departmentdepartments. It was prepared by the Underwriters’ sales, trading, banking or other non-research personnel. This Term Sheet was not intended or written to be used, and it cannot be used by any taxpayer, for the purpose of avoiding penalties that may be imposed on the taxpayer under U.S. federal tax laws. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor. Please see additional important information and qualifications at the end of this Term Sheet. FIRST PAGE OF PRE-PRICING FWP MSBAM 2014-C14 - Underwriting Agreement FREE WRITING PROSPECTUS Filed Pursuant to Rule 433 Registration Statement No. 333-180779-07 January 2904 June 20, 2014 2013 STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the SEC (File Number 333-180779) for the offering to which this free writing prospectus relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 0-000-000-0000 or by e-mail to xxxxxxxxxx@xx.xxx. This free writing prospectus does not contain all information that is required to be included in the prospectus and the prospectus supplement. IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS Any legends, disclaimers or other notices that may appear at the bottom of, or attached to, the email communication to which this material may have been attached are not applicable to these materials and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another email system. $1,299,342,000 1,178,761,000 (Approximate) Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 20142013-C14 C10 as Issuing Entity Xxxxxx Xxxxxxx Capital I Inc. as Depositor Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC Bank of America, National Association CIBC Inc. as Sponsors and Mortgage Loan Sellers COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 20142013-C14 C10 This free writing prospectus relates to Xxxxxx Xxxxxxx Capital I Inc.Bank of America Xxxxxxx Xxxxx Trust 2013-C10’s offering of Classes X-0, X-0, X-XX, X-0, X-0, A-5, X-A, A-S, B, PST and C of its Series 20142013-C14 C10 Commercial Mortgage Pass-Through Certificates and clarifies, updates or adds the following information as it relates to (i) the free writing prospectus, dated January 23June 13, 2014 2013 and filed with the Securities and Exchange Commission under accession number 0001539497-1413-000062 000505 (the “Free Writing Prospectus”; capitalized terms not defined herein are used as defined in the Free Writing Prospectus) and (ii) the free writing prospectus also designated as the “Structural and Collateral Term Sheet”, dated January 23June 13, 2014 2013 and filed with the Securities and Exchange Commission under accession number 0001539497-1413-000055 000501 (the “Term Sheet”): Collateral Updates · With respect to the mortgaged property identified on Appendix I to the Free Writing Prospectus as AmericasMart representing approximately 9.4% of the initial pool balance, the table attached hereto as Exhibit A is provided in addition to the disclosure on page T-31 of the Term Sheet and page III-9 of the Free Writing Prospectus, in each case under the section entitled “Mortgage Loan No. 1 – AmericasMart”. · With respect to the mortgaged property identified on Appendix I to the Free Writing Prospectus as 000 Xxxx Xxxxxx, securing a mortgage loan representing approximately 9.1% of the initial pool balance: SCHEDULE I Underwriting Agreement, dated as of January 30, 2014 Structural Update ● Class X-B Certificates will no longer be issued by Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 20142013-C14C10. ● Class A-5 Certificates: The principal balance of the Class A-4 Certificates will be reduced to $409,537,000. A new class of certificates, the Class A-5 Certificates, with an initial principal balance of $100,000,000 will be offered, which will receive payments and be allocated losses as described in Attachment A to this free writing prospectus. Additional FIRST PAGE OF EACH OTHER PRE-PRICING FWP FREE WRITING PROSPECTUS Filed Pursuant to Rule 433 Registration Statement No. 333-180779-04 June 20, 2013 STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the SEC (File Number 333-180779) for the offering to which this free writing prospectus relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 0-000-000-0000 or by e-mail to xxxxxxxxxx@xx.xxx. This free writing prospectus does not contain all information that is required to be included in the prospectus and the prospectus supplement. IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS Any legends, disclaimers or other notices that may appear at the bottom of, or attached to, the email communication to which this material may have been attached are not applicable to these materials and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another email system. $1,178,761,000 (Approximate) Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C10 as Issuing Entity Xxxxxx Xxxxxxx Capital I Inc. as Depositor Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC Bank of America, National Association CIBC Inc. as Sponsors and Mortgage Loan Sellers COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2013-C10 This free writing prospectus relates to Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C10’s offering of Classes X-0, X-0, X-XX, X-0, X-0, A-5, X-A, A-S, B, PST and C of its Series 2013-C10 Commercial Mortgage Pass-Through CertificatesCertificates and clarifies, Series 2014updates or adds the following information as it relates to (i) the free writing prospectus, dated June 13, 2013 and filed with the Securities and Exchange Commission under accession number 0001539497-C1413-000505 (the “Free Writing Prospectus”; capitalized terms not defined herein are used as defined in the Free Writing Prospectus) and (ii) the free writing prospectus also designated as the “Structural and Collateral Term Sheet”, dated June 13, 2013 and filed with the Securities and Exchange Commission under accession number 0001539497-13-000501 (the “Term Sheet”): Structural Update ● The notional amount of the Class X-A Certificates will be the aggregate principal balance of the Class X-0, Xxxxx X-0, Class A-SB, Class A-3, Class A-4A-4 and Class A-5 Certificates, the Class A-S trust component and the Class A-3FL regular interest, in each case, outstanding from time to time. The pass-through rate for the Class X-A Certificates for any distribution date will equal the weighted average of the applicable Class X strip rates for the Class X-0, Xxxxx X-0, Class A-SB, Class A-3, Class A-4 and Class A-5 Certificates, the Class A-S trust component and the Class A-3FL regular interest for such distribution date (weighted on the basis of the respective principal balances of such classes of certificates, trust component and regular interest immediately FREE WRITING PROSPECTUS Filed Pursuant to Rule 433 Registration Statement No. 333-180779-04 June 24, 2013 STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the SEC (File Number 333-180779) for the offering to which this free writing prospectus relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 0-000-000-0000 or by e-mail to xxxxxxxxxx@xx.xxx. This free writing prospectus does not contain all information that is required to be included in the prospectus and the prospectus supplement. IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS Any legends, disclaimers or other notices that may appear at the bottom of, or attached to, the email communication to which this material may have been attached are not applicable to these materials and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another email system. $1,178,761,000 (Approximate) Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C10 as Issuing Entity Xxxxxx Xxxxxxx Capital I Inc. as Depositor Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC Bank of America, National Association CIBC Inc. as Sponsors and Mortgage Loan Sellers COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2013-C10 This free writing prospectus relates to Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C10’s offering of Classes X-0, X-0, X-XX, X-0, X-0, A-5, Class X-A, Class A-S, Class B, Class PST and Class C Underwriters Amount of Offered Certificates to be Purchased Class of Offered Certificates to be Purchased Xxxxxx Xxxxxxx & Co. LLC $59,200,000 A-1 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-1 CIBC World Markets Corp. $0 A-1 Xxxxxx Xxxxxxxx, LLC $0 A-1 Xxxxxx Xxxxxxx & Co. LLC $291,600,000 A-2 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-2 CIBC World Markets Corp. $0 A-2 Xxxxxx Xxxxxxxx, LLC $4,000,000 A-2 Xxxxxx Xxxxxxx & Co. LLC $90,400,000 Aits Series 2013-XX Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-SB CIBC World Markets Corp. $0 A-SB Xxxxxx Xxxxxxxx, LLC $0 A-XX Xxxxxx Xxxxxxx & Co. LLC $173,800,000 A-3 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-3 CIBC World Markets Corp. $0 A-3 Xxxxxx Xxxxxxxx, LLC $0 A-3 Xxxxxx Xxxxxxx & Co. LLC $160,000,000 A-4 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-4 CIBC World Markets Corp. $0 A-4 Xxxxxx Xxxxxxx & Co. LLC $256,038,000 A-5 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-5 CIBC World Markets Corp. $0 A-5 Xxxxxx Xxxxxxxx, LLC $0 A-5 Xxxxxx Xxxxxxx & Co. LLC $1,149,631,000 X-A Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 X-A CIBC World Markets Corp. $0 X-A Xxxxxx Xxxxxxxx, LLC $0 X-A Xxxxxx Xxxxxxx & Co. LLC $114,593,000 A-S Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-S CIBC World Markets Corp. $0 A-S Xxxxxx Xxxxxxxx, LLC $0 A-S Xxxxxx Xxxxxxx & Co. LLC $81,324,000 B Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 B CIBC World Markets Corp. $0 B Xxxxxx Xxxxxxxx, LLC $0 B Xxxxxx Xxxxxxx & Co. LLC $0 PST Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 PST CIBC World Markets Corp. $0 PST Xxxxxx Xxxxxxxx, LLC $0 PST Xxxxxx Xxxxxxx & Co. LLC $68,387,000 C Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 C CIBC World Markets Corp. $0 C Xxxxxx Xxxxxxxx, LLC $0 C SCHEDULE I (CONTINUED) Class Designation Initial Aggregate Principal Amount or Notional Amount of Class(1) Approximate Initial C10 Commercial Mortgage Pass-Through Rate(2Certificates and clarifies, updates or adds the following information as it relates to (i) Purchase Price(3the free writing prospectus, dated June 13, 2013 and filed with the Securities and Exchange Commission under accession number 0001539497-13-000505 (the “Free Writing Prospectus”; capitalized terms not defined herein are used as defined in the Free Writing Prospectus) A-1 $59,200,000 1.250% 99.99787% A-2 $295,600,000 2.916% 102.99927% Aand (ii) the free writing prospectus also designated as the “Structural and Collateral Term Sheet”, dated June 13, 2013 and filed with the Securities and Exchange Commission under accession number 0001539497-SB $90,400,000 3.581% 102.99449% A-3 $173,800,000 3.669% 102.99792% A-4 $160,000,000 3.787% 100.99502% A-5 $256,038,000 4.064% 102.99836% X13-A $1,149,631,000 1.316% 7.80363% A-S $114,593,000 4.384% 102.99687% B $81,324,000 4.645% 102.99462% PST $0 N/A N/A C $68,387,000 4.83561% 100.16276%000501 (the “Term Sheet”):
Appears in 1 contract
Samples: Underwriting Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C10)
Allocation of Collateral Support Deficit. The offered certificates represent interests in the issuing entity only and are not interests in or obligations of the depositor, the sponsors, the mortgage loan sellers or any of their respective affiliates, and neither the offered certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency or private insurer. The depositor will not list the offered certificates on any securities exchange or any automated quotation system of any national securities association or the Nasdaq Stock Market. Investing in the certificates offered to you involves risks. See “Risk Factors” beginning on page S-41 S-37 of this free writing prospectus and page 9 of the attached prospectus. Characteristics of the certificates offered to you include: Class Expected Ratings ([REDACTED] ]) Approximate Initial Certificate Principal Balance or Notional Amount Approximate Initial Pass-Pass- Through Rate Pass-Through Rate Description Expected Final Distribution Date Rated Final Distribution Date Class A-1 [REDACTED] $ 59,200,000 34,200,000 % November 2018 February [_____] July 2020 August 2047 Class A-2 [REDACTED] $ 295,600,000 17,000,000 % February 2019 February [_____] July 2020 August 2047 Class A-SB [REDACTED] $ 90,400,000 63,600,000 % October 2023 February [_____] March 2025 August 2047 Class A-3 [REDACTED] $ 173,800,000 200,000,000 % January 2021 February [_____] May 2025 August 2047 Class A-4 [REDACTED] $ 100,000,000 339,992,000 % December 2023 February 2047 Class A-5 [REDACTED_____] $ 316,038,000 % January 2024 February July 2025 August 2047 Class X-A [REDACTED] $ 1,149,631,000 654,792,000 % Variable January 2024 February July 2025 August 2047 Class A-S [REDACTED] $ 114,593,000 54,955,000 % January 2024 February [_____] July 2025 August 2047 Class B [REDACTED] $ 81,324,000 58,464,000 % January 2024 February 2047 Class PST [REDACTED_____] $ 264,304,000 NAP NAP January 2024 February July 2025 August 2047 Class C [REDACTED] $ 68,387,000 40,925,000 % January 2024 February [_____] July 2025 August 2047 (Explanatory notes to this table begin on page S-7S-7) Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this free writing prospectus or the attached prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Incorporated, CIBC World Markets Corp.Corp. and Xxxxxx Xxxxxxxx, LLC, the underwriters, will purchase the certificates offered to you from Xxxxxx Xxxxxxx Capital I Inc. and will offer them to the public in one or more negotiated transactions, or otherwise, at varying prices determined at the time of sale. The offered certificates are offered by the underwriters when, as and if issued by the issuing entity and delivered to and accepted by the underwriters and subject to their right to reject orders in whole or in part. The underwriters expect to deliver the certificates to purchasers on or about February August 5, 20142015. Xxxxxx Xxxxxxx CIBC World Markets January Xxxxxx Xxxxxxxx July [_], 2014 2015 ANNEX B-1 B FIRST PAGE OF THE STRUCTURAL AND COLLATERAL TERM SHEET FWP MSBAM 20142015-C14 C24 Free Writing Prospectus Structural and Collateral Term Sheet $1,478,625,800 935,417,434 (Approximate Total Mortgage Pool Balance) $1,299,342,000 809,136,000 (Approximate Offered Certificates) Xxxxxx Xxxxxxx Capital I Inc. as Depositor Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC Bank of America, National Association CIBC Inc. Starwood Mortgage Funding III LLC as Sponsors and Mortgage Loan Sellers Commercial Mortgage Pass-Through Certificates Series 20142015-C14 January 23C24 July 15, 2014 2015 XXXXXX XXXXXXX BofA XXXXXXX XXXXX Co-Lead Bookrunning Manager CIBC World Markets Co-Lead Bookrunning Manager CIBC World Markets Xxxxxx Xxxxxxxx Co-Manager Managers STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the SEC (File Number 333-180779) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the depositor or any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 0-000-000-0000 or by email to xxxxxxxxxx@xx.xxx. This is not a research report and was not prepared by any Underwriter’s the Underwriters’ research departmentdepartments. It was prepared by the Underwriters’ sales, trading, banking or other non-research personnel. This Term Sheet was not intended or written to be used, and it cannot be used by any taxpayer, for the purpose of avoiding penalties that may be imposed on the taxpayer under U.S. federal tax laws. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor. Please see additional important information and qualifications at the end of this Term Sheet. FIRST PAGE OF PRE-PRICING FWP MSBAM 2014-C14 - SCHEDULE I Underwriting Agreement FREE WRITING PROSPECTUS Filed Pursuant to Rule 433 Registration Statement No. 333-180779-07 January 29Agreement, 2014 STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the SEC (File Number 333-180779) for the offering to which this free writing prospectus relates. Before you investdated as of July 24, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 0-000-000-0000 or by e-mail to xxxxxxxxxx@xx.xxx. This free writing prospectus does not contain all information that is required to be included in the prospectus and the prospectus supplement. IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS Any legends, disclaimers or other notices that may appear at the bottom of, or attached to, the email communication to which this material may have been attached are not applicable to these materials and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another email system. $1,299,342,000 (Approximate) 2015 Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 20142015-C14 as Issuing Entity Xxxxxx Xxxxxxx Capital I Inc. as Depositor Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC Bank of America, National Association CIBC Inc. as Sponsors and Mortgage Loan Sellers COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2014-C14 This free writing prospectus relates to Xxxxxx Xxxxxxx Capital I Inc.’s offering of Classes X-0, X-0, X-XX, X-0, X-0, A-5, X-A, A-S, B, PST and C of its Series 2014-C14 Commercial Mortgage Pass-Through Certificates and clarifies, updates or adds the following information as it relates to (i) the free writing prospectus, dated January 23, 2014 and filed with the Securities and Exchange Commission under accession number 0001539497-14-000062 (the “Free Writing Prospectus”; capitalized terms not defined herein are used as defined in the Free Writing Prospectus) and (ii) the free writing prospectus also designated as the “Structural and Collateral Term Sheet”, dated January 23, 2014 and filed with the Securities and Exchange Commission under accession number 0001539497-14-000055 (the “Term Sheet”): Collateral Updates · With respect to the mortgaged property identified on Appendix I to the Free Writing Prospectus as AmericasMart representing approximately 9.4% of the initial pool balance, the table attached hereto as Exhibit A is provided in addition to the disclosure on page T-31 of the Term Sheet and page III-9 of the Free Writing Prospectus, in each case under the section entitled “Mortgage Loan No. 1 – AmericasMart”. · With respect to the mortgaged property identified on Appendix I to the Free Writing Prospectus as 000 Xxxx Xxxxxx, securing a mortgage loan representing approximately 9.1% of the initial pool balance: SCHEDULE I Underwriting Agreement, dated as of January 30, 2014 Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2014-C14C24, Commercial Mortgage Pass-Through Certificates, Series 20142015-C14C24, Class X-0, Xxxxx X-0, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class PST B and Class C Underwriters Amount of Offered Certificates to be Purchased Class of Offered Certificates to be Purchased Xxxxxx Xxxxxxx & Co. LLC $59,200,000 34,200,000 A-1 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-1 CIBC World Markets Corp. $0 A-1 Xxxxxx Xxxxxxxx, LLC $0 A-1 Xxxxxx Xxxxxxx & Co. LLC $291,600,000 17,000,000 A-2 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-2 CIBC World Markets Corp. $0 A-2 Xxxxxx Xxxxxxxx, LLC $4,000,000 0 A-2 Xxxxxx Xxxxxxx & Co. LLC $90,400,000 59,000,000 A-XX Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-SB CIBC World Markets Corp. $0 A-SB Xxxxxx Xxxxxxxx, LLC $0 4,600,000 A-XX Xxxxxx Xxxxxxx & Co. LLC $173,800,000 200,000,000 A-3 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-3 CIBC World Markets Corp. $0 A-3 Xxxxxx Xxxxxxxx, LLC $0 A-3 Xxxxxx Xxxxxxx & Co. LLC $160,000,000 339,992,000 A-4 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-4 CIBC World Markets Corp. $0 A-4 Xxxxxx Xxxxxxx & Co. LLC $256,038,000 A-5 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-5 CIBC World Markets Corp. $0 A-5 Xxxxxx Xxxxxxxx, LLC $0 A-5 A-4 Xxxxxx Xxxxxxx & Co. LLC $1,149,631,000 654,792,000 X-A Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 X-A CIBC World Markets Corp. $0 X-A Xxxxxx Xxxxxxxx, LLC $0 X-A Xxxxxx Xxxxxxx & Co. LLC $114,593,000 54,955,000 A-S Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-S CIBC World Markets Corp. $0 A-S Xxxxxx Xxxxxxxx, LLC $0 A-S Xxxxxx Xxxxxxx & Co. LLC $81,324,000 58,464,000 B Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 B CIBC World Markets Corp. $0 B Xxxxxx Xxxxxxxx, LLC $0 B Xxxxxx Xxxxxxx & Co. LLC $0 PST Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 PST CIBC World Markets Corp. $0 PST Xxxxxx Xxxxxxxx, LLC $0 PST Xxxxxx Xxxxxxx & Co. LLC $68,387,000 40,925,000 C Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 C CIBC World Markets Corp. $0 C Xxxxxx Xxxxxxxx, LLC $0 C SCHEDULE I (CONTINUED) Class Designation Initial Aggregate Principal Amount or Notional Amount of Class(1) Approximate Initial Pass-Through Rate(2) Purchase Price(3) A-1 $59,200,000 1.25034,200,000 1.706% 99.9978799.99934% A-2 $295,600,000 2.91617,000,000 3.088% 102.99927102.99937% A-SB $90,400,000 3.58163,600,000 3.479% 102.99449102.99476% A-3 $173,800,000 3.669200,000,000 3.479% 102.99792100.99993% A-4 $160,000,000 3.787339,992,000 3.732% 100.99502% A-5 $256,038,000 4.064% 102.99836102.99902% X-A $1,149,631,000 1.316654,792,000 0.992% 7.803636.03072% A-S $114,593,000 4.38454,955,000 4.036% 102.99687102.99610% B $81,324,000 4.64558,464,000 4.499% 102.9946299.96605% PST $0 N/A N/A C $68,387,000 4.8356140,925,000 4.499% 100.1627694.98354%
Appears in 1 contract
Samples: Underwriting Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C24)
Allocation of Collateral Support Deficit. The offered certificates represent interests in the issuing entity only and are not interests in or obligations of the depositor, the sponsors, the mortgage loan sellers or any of their respective affiliates, and neither the offered certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency or private insurer. The depositor will not list the offered certificates on any securities exchange or any automated quotation system of any national securities association or the Nasdaq Stock Market. Investing in the certificates offered to you involves risks. See “Risk Factors” beginning on page S-41 S-37 of this free writing prospectus and page 9 of the attached prospectus. Characteristics of the certificates offered to you include: Class [REDACTED] Approximate Initial Certificate Principal Balance or Notional Amount Approximate Initial Pass-Through Rate Pass-Through Rate Description Expected Final Distribution Date Rated Final Distribution Date Class A-1 [REDACTED] $ 59,200,000 80,300,000 % November August 2018 February 2047 October 2046 Class A-2 [REDACTED] $ 295,600,000 161,200,000 % February 2019 February 2047 October 2018 October 2046 Class A-SB [REDACTED] $ 90,400,000 107,200,000 % March 2023 October 2023 February 2047 2046 Class A-3 [REDACTED] $ 173,800,000 260,000,000 % January 2021 February 2047 July 2023 October 2046 Class A-4 [REDACTED] $ 100,000,000 284,721,000 % December September 2023 February 2047 Class A-5 [REDACTED] $ 316,038,000 % January 2024 February 2047 October 2046 Class X-A [REDACTED] $ 1,149,631,000 998,718,000 % Variable January 2024 February 2047 September 2023 October 2046 Class A-S [REDACTED] $ 114,593,000 105,297,000 % January 2024 February 2047 September 2023 October 2046 Class B [REDACTED] $ 81,324,000 74,983,000 % January 2024 February 2047 September 2023 October 2046 Class PST [REDACTED] $ 264,304,000 232,928,000 NAP NAP January 2024 February 2047 September 2023 October 2046 Class C [REDACTED] $ 68,387,000 52,648,000 % January 2024 February 2047 September 2023 October 2046 (Explanatory notes to this table begin on page S-7) Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this free writing prospectus or the attached prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx & Co. LLC, Xxxxxxx Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Sxxxx Incorporated and CIBC World Markets Corp., the underwriters, will purchase the certificates offered to you from Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx Capital I Inc. and will offer them to the public in one or more negotiated transactions, or otherwise, at varying prices determined at the time of sale. The offered certificates are offered by the underwriters when, as and if issued by the issuing entity and delivered to and accepted by the underwriters and subject to their right to reject orders in whole or in part. The underwriters expect to deliver the certificates to purchasers on or about February October , 20142013. Xxxxxx Xxxxxxx CIBC World Markets January October , 2014 ANNEX B-1 2013 FIRST PAGE OF EACH OF THE STRUCTURAL AND COLLATERAL TERM SHEET FWP FWPS MSBAM 20142013-C14 C12 Free Writing Prospectus Structural and Collateral Term Sheet $1,478,625,800 1,276,316,957 (Approximate Total Mortgage Pool Balance) $1,299,342,000 1,126,349,000 (Approximate Offered Certificates) Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx Capital I Inc. as Depositor Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC Bank of America, National Association CIBC Inc. as Sponsors and Mortgage Loan Sellers Commercial Mortgage Pass-Through Certificates Series 20142013-C14 January 23C12 October 1, 2014 XXXXXX XXXXXXX 2013 MXXXXX SXXXXXX BofA XXXXXXX XXXXX MXXXXXX LXXXX Co-Lead Bookrunning Manager Co-Lead Bookrunning Manager CIBC World Markets Co-Manager STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the SEC (File Number 333-180779) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX EXXXX on the SEC web site at xxx.xxx.xxxwxx.xxx.xxx. Alternatively, the depositor or any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 01-000-000-0000 or by email to xxxxxxxxxx@xx.xxxpxxxxxxxxx@xx.xxx. This is not a research report and was not prepared by any Underwriter’s research departmentdepartments. It was prepared by the Underwriters’ sales, trading, banking or other non-research personnel. This Term Sheet was not intended or written to be used, and it cannot be used by any taxpayer, for the purpose of avoiding penalties that may be imposed on the taxpayer under U.S. federal tax laws. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor. Please see additional important information and qualifications at the end of this Term Sheet. FIRST PAGE OF PREMSBAM 2013-PRICING FWP MSBAM 2014C12 Free Writing Prospectus Structural and Collateral Term Sheet $1,276,316,957 (Approximate Total Mortgage Pool Balance) $1,126,349,000 (Approximate Offered Certificates) Mxxxxx Sxxxxxx Capital I Inc. as Depositor Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC Bank of America, National Association CIBC Inc. as Sponsors and Mortgage Loan Sellers Commercial Mortgage Pass-C14 - Underwriting Agreement FREE WRITING PROSPECTUS Filed Pursuant to Rule 433 Registration Statement No. 333Through Certificates Series 2013-180779C12 October 2, 2013 MXXXXX SXXXXXX BofA MXXXXXX LXXXX Co-07 January 29, 2014 Lead Bookrunning Manager Co-Lead Bookrunning Manager CIBC World Markets Co-Manager STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the SEC (File Number 333-180779) for the offering to which this free writing prospectus communication relates. Before you invest, you should read the prospectus in the that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX EXXXX on the SEC Web web site at xxx.xxx.xxxwxx.xxx.xxx. Alternatively, the depositor, depositor or any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 01-000-000-0000 or by e-mail email to xxxxxxxxxx@xx.xxxpxxxxxxxxx@xx.xxx. This free writing prospectus does is not contain all information that is required a research report and was not prepared by any Underwriter’s research departments. It was prepared by the Underwriters’ sales, trading, banking or other non-research personnel. This Term Sheet was not intended or written to be included in used, and it cannot be used by any taxpayer, for the prospectus and the prospectus supplement. IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS Any legends, disclaimers or other notices purpose of avoiding penalties that may appear be imposed on the taxpayer under U.S. federal tax laws. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor. Please see additional important information and qualifications at the bottom of, or attached to, the email communication to which end of this material may have been attached are not applicable to these materials and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another email system. $1,299,342,000 (Approximate) Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2014-C14 as Issuing Entity Xxxxxx Xxxxxxx Capital I Inc. as Depositor Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC Bank of America, National Association CIBC Inc. as Sponsors and Mortgage Loan Sellers COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2014-C14 This free writing prospectus relates to Xxxxxx Xxxxxxx Capital I Inc.’s offering of Classes X-0, X-0, X-XX, X-0, X-0, A-5, X-A, A-S, B, PST and C of its Series 2014-C14 Commercial Mortgage Pass-Through Certificates and clarifies, updates or adds the following information as it relates to (i) the free writing prospectus, dated January 23, 2014 and filed with the Securities and Exchange Commission under accession number 0001539497-14-000062 (the “Free Writing Prospectus”; capitalized terms not defined herein are used as defined in the Free Writing Prospectus) and (ii) the free writing prospectus also designated as the “Structural and Collateral Term Sheet”, dated January 23, 2014 and filed with the Securities and Exchange Commission under accession number 0001539497-14-000055 (the “Term Sheet”): Collateral Updates · With respect to the mortgaged property identified on Appendix I to the Free Writing Prospectus as AmericasMart representing approximately 9.4% of the initial pool balance, the table attached hereto as Exhibit A is provided in addition to the disclosure on page T-31 of the Term Sheet and page III-9 of the Free Writing Prospectus, in each case under the section entitled “Mortgage Loan No. 1 – AmericasMart”. · With respect to the mortgaged property identified on Appendix I to the Free Writing Prospectus as 000 Xxxx Xxxxxx, securing a mortgage loan representing approximately 9.1% of the initial pool balance: SCHEDULE I Underwriting Agreement, dated as of January 30October 10, 2014 Xxxxxx Xxxxxxx 2013 Mxxxxx Sxxxxxx Bank of America Xxxxxxx Xxxxx Mxxxxxx Lxxxx Trust 20142013-C14C12, Commercial Mortgage Pass-Through Certificates, Series 20142013-C14C12, Class X-0A-0, Xxxxx X-0, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class PST and Class C Underwriters Amount of Offered Certificates to be Purchased Class of Offered Certificates to be Purchased Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx & Co. LLC $59,200,000 80,300,000 A-1 Xxxxxxx Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Sxxxx Incorporated $0 A-1 CIBC World Markets Corp. $0 A-1 Xxxxxx Xxxxxxxx, LLC $0 A-1 Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx & Co. LLC $291,600,000 161,200,000 A-2 Xxxxxxx Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Sxxxx Incorporated $0 A-2 CIBC World Markets Corp. $0 A-2 Xxxxxx Xxxxxxxx, LLC $4,000,000 A-2 Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx & Co. LLC $90,400,000 107,200,000 A-XX SX Xxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Sxxxx Incorporated $0 A-SB CIBC World Markets Corp. $0 A-SB Xxxxxx Xxxxxxxx, LLC $0 A-XX SX Xxxxxx Xxxxxxx & Co. LLC $173,800,000 260,000,000 A-3 Xxxxxxx Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Sxxxx Incorporated $0 A-3 CIBC World Markets Corp. $0 A-3 Xxxxxx Xxxxxxxx, LLC $0 A-3 Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx & Co. LLC $160,000,000 284,721,000 A-4 Xxxxxxx Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Sxxxx Incorporated $0 A-4 CIBC World Markets Corp. $0 A-4 Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx & Co. LLC $256,038,000 A-5 Xxxxxxx 998,718,000 X-A Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Incorporated $0 A-5 CIBC World Markets Corp. $0 A-5 Xxxxxx Xxxxxxxx, LLC $0 A-5 Xxxxxx Xxxxxxx & Co. LLC $1,149,631,000 X-A Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Sxxxx Incorporated $0 X-A CIBC World Markets Corp. $0 X-A Xxxxxx Xxxxxxxx, LLC $0 X-A Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx & Co. LLC $114,593,000 52,648,500 A-S Xxxxxxx Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Sxxxx Incorporated $0 A-S CIBC World Markets Corp. $0 A-S Xxxxxx Xxxxxxxx, LLC $0 A-S Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx & Co. LLC $81,324,000 37,491,500 B Xxxxxxx Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Sxxxx Incorporated $0 B CIBC World Markets Corp. $0 B Xxxxxx Xxxxxxxx, LLC $0 B Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx & Co. LLC $0 116,464,000 PST Xxxxxxx Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Sxxxx Incorporated $0 PST CIBC World Markets Corp. $0 PST Xxxxxx Xxxxxxxx, LLC $0 PST Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx & Co. LLC $68,387,000 20,324,000 C Xxxxxxx Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Sxxxx Incorporated $0 6,000,000 C CIBC World Markets Corp. $0 C Xxxxxx Xxxxxxxx, LLC $0 C SCHEDULE I (CONTINUED) Class Designation Initial Aggregate Principal Amount or Notional Amount of Class(1) Approximate Initial Pass-Through Rate(2) Purchase Price(3) A-1 $59,200,000 1.25080,300,000 1.31300% 99.9978799.99998% A-2 $295,600,000 2.916161,200,000 3.00100% 102.99927102.99828% A-SB $90,400,000 3.581107,200,000 3.82400% 102.99449102.99407% A-3 $173,800,000 3.669260,000,000 3.97300% 102.99792100.99808% A-4 $160,000,000 3.787284,721,000 4.25900% 100.99502% A-5 $256,038,000 4.064% 102.99836102.99306% X-A $1,149,631,000 1.316998,718,000 1.20885% 7.803635.86100% A-S $114,593,000 4.38452,648,500 4.48200% 102.99687102.99599% B $81,324,000 4.64537,491,500 4.93030% 102.99462101.82497% PST $0 116,464,000 N/A N/A 100.91859% C $68,387,000 4.8356126,324,000 4.93030% 100.1627697.22423%
Appears in 1 contract
Samples: Underwriting Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C12)
Allocation of Collateral Support Deficit. The offered certificates represent interests in the issuing entity only and are not interests in or obligations of the depositor, the sponsors, the mortgage loan sellers or any of their respective affiliates, and neither the offered certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency or private insurer. The depositor will not list the offered certificates on any securities exchange or any automated quotation system of any national securities association or the Nasdaq Stock Market. Investing in the certificates offered to you involves risks. See “Risk Factors” beginning on page S-41 S-37 of this free writing prospectus and page 9 of the attached prospectus. Characteristics of the certificates offered to you include: Class [REDACTED] Approximate Initial Certificate Principal Balance or Notional Amount Approximate Initial Pass-Through Rate Pass-Through Rate Description Expected Final Distribution Date Rated Final Distribution Date Class A-1 [REDACTED] $ 59,200,000 73,000,000 % November Fixed January 2018 February 2047 May 2046 Class A-2 [REDACTED] $ 295,600,000 188,000,000 % February 2019 February 2047 Fixed April 2018 May 2046 Class A-SB AB [REDACTED] $ 90,400,000 90,000,000 % October Fixed January 2023 February 2047 May 2046 Class A-3 [REDACTED] $ 173,800,000 125,000,000 % January 2021 February 2047 Fixed March 2023 May 2046 Class A-4 [REDACTED] $ 100,000,000 342,834,000 % December Fixed April 2023 February 2047 Class A-5 [REDACTED] $ 316,038,000 % January 2024 February 2047 May 2046 Class X-A [REDACTED] $ 1,149,631,000 995,986,000 % Variable January 2024 February 2047 April 2023 May 2046 Class A-S [REDACTED] $ 114,593,000 102,152,000 % January 2024 February 2047 Fixed April 2023 May 2046 Class B [REDACTED] $ 81,324,000 81,403,000 % January 2024 February 2047 Fixed April 2023 May 2046 Class PST [REDACTED] $ 264,304,000 221,862,000 NAP NAP January 2024 February 2047 April 2023 May 2046 Class C [REDACTED] $ 68,387,000 38,307,000 % January 2024 February 2047 April 2023 May 2046 (Explanatory notes to this table begin on page S-7S-6) Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this free writing prospectus or the attached prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Xxxxxx Xxxxxxx & Co. LLC, LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and CIBC World Markets Corp.Incorporated, the underwriters, will purchase the certificates offered to you from Xxxxxx Xxxxxxx Capital I Inc. and will offer them to the public in one or more negotiated transactions, or otherwise, at varying prices determined at the time of sale. The offered certificates are offered by the underwriters when, as and if issued by the issuing entity and delivered to and accepted by the underwriters and subject to their right to reject orders in whole or in part. The underwriters expect to deliver the certificates to purchasers on or about February May [_], 20142013. Xxxxxx Xxxxxxx CIBC World Markets January Xxxxx , 2014 2013 ANNEX B-1 B FIRST PAGE OF EACH ADDITIONAL FWP (OTHER THAN THE STRUCTURAL AND COLLATERAL TERM SHEET FWP APPENDIX I FWP) MSBAM 20142013-C14 C9 Free Writing Prospectus Structural and Collateral Term Sheet $1,478,625,800 1,276,905,883 (Approximate Total Mortgage Pool Balance) $1,299,342,000 1,040,696,000 (Approximate Offered Certificates) Xxxxxx Xxxxxxx Capital I Inc. as Depositor Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC Bank of America, National Association CIBC Inc. as Sponsors and Mortgage Loan Sellers Commercial Mortgage Pass-Through Certificates Series 20142013-C14 January 23C9 April 8, 2014 2013 XXXXXX XXXXXXX BofA XXXXXXX XXXXX Co-Lead Bookrunning Manager Co-Lead Bookrunning Manager CIBC World Markets Co-Manager STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the SEC (File Number 333-180779) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the depositor or any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 0-000-000-0000 or by email to xxxxxxxxxx@xx.xxx. This is not a research report and was not prepared by any Underwriter’s the Xxxxxx Xxxxxxx or BofA Xxxxxxx Xxxxx research departmentdepartments. It was prepared by the Underwriters’ Xxxxxx Xxxxxxx and BofA Xxxxxxx Xxxxx sales, trading, banking or other non-research personnel. This Term Sheet was not intended or written to be used, and it cannot be used by any taxpayer, for the purpose of avoiding penalties that may be imposed on the taxpayer under U.S. federal tax laws. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor. Please see additional important information and qualifications at the end of this Term Sheet. FIRST PAGE OF PRE-PRICING FWP MSBAM 2014-C14 - Underwriting Agreement FREE WRITING PROSPECTUS Filed Pursuant to Rule 433 Registration Statement No. 333-180779-07 January 2903 April 15, 2014 2013 STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the SEC (File Number 333-180779) for the offering to which this free writing prospectus relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 0-000-000-0000 or by e-mail to xxxxxxxxxx@xx.xxx. This free writing prospectus does not contain all information that is required to be included in the prospectus and the prospectus supplement. IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS Any legends, disclaimers or other notices that may appear at the bottom of, or attached to, the email communication to which this material may have been attached are not applicable to these materials and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another email system. $1,299,342,000 1,040,696,000 (Approximate) Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 20142013-C14 C9 as Issuing Entity Xxxxxx Xxxxxxx Capital I Inc. as Depositor Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC Bank of America, National Association CIBC Inc. as Sponsors and Mortgage Loan Sellers COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 20142013-C14 C9 This free writing prospectus relates to Xxxxxx Xxxxxxx Capital I Inc.’s offering of Classes X-0, X-0, X-XX, X-0, X-0, A-5, X-AX, A-S, B, PST and C of its Series 20142013-C14 C9 Commercial Mortgage Pass-Through Certificates and clarifies, updates or adds the following information as it relates to (i) the free writing prospectus, dated January 23April 8, 2014 2013 and filed with the Securities and Exchange Commission under accession number 0001539497-1413-000062 000255 (the “Free Writing Prospectus”; capitalized terms not defined herein are used as defined in the Free Writing Prospectus) and (ii) the free writing prospectus also designated as the “Structural and Collateral Term Sheet”, dated January 23April 8, 2014 2013 and filed with the Securities and Exchange Commission under accession number 0001539497-1413-000055 000256 (the “Term Sheet”): Collateral Updates · With respect to the mortgaged property identified on Appendix I to the Free Writing Prospectus as AmericasMart representing approximately 9.4% of the initial pool balance, the table attached hereto as Exhibit A is provided in addition to the disclosure on page T-31 of the Term Sheet and page III-9 of the Free Writing Prospectus, in each case under the ● The section entitled “Mortgage Loan No. 1 – AmericasMart”. · With respect to Milford Plaza Fee” in each of the mortgaged property identified on Term Sheet and Appendix I III to the Free Writing Prospectus as 000 Xxxx Xxxxxx, securing a mortgage loan representing approximately 9.1% is hereby updated to replace the last sentence of the initial pool balancesecond paragraph under the heading “The Mortgaged Property” with the following sentence: “The estimated hotel NCF for the hotel before ground rent payments is $36,820,763.” ● The section entitled “Mortgage Loan No. 10 – Massillon Marketplace” in each of the Term Sheet and Appendix III to the Free Writing Prospectus is hereby updated to replace the site plan appearing on page T-93 of the Term Sheet and page III-71 of the Free Writing Prospectus with the site plan attached as Exhibit A attached hereto. SCHEDULE I Underwriting Agreement, dated as of January 30April 15, 2014 0000 Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 20142013-C14C9, Commercial Mortgage Pass-Through Certificates, Series 20142013-C14C9, Class X-0, Xxxxx X-0, Class A-SBAB, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class PST and Class C Underwriters Amount of Offered Certificates to be Purchased Class of Offered Certificates to be Purchased Xxxxxx Xxxxxxx & Co. LLC $59,200,000 73,000,000 A-1 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-1 CIBC World Markets Corp. $0 A-1 Xxxxxx Xxxxxxxx, LLC $0 A-1 Xxxxxx Xxxxxxx & Co. LLC $291,600,000 188,000,000 A-2 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-2 CIBC World Markets Corp. $0 A-2 Xxxxxx Xxxxxxxx, LLC $4,000,000 A-2 Xxxxxx Xxxxxxx & Co. LLC $90,400,000 90,000,000 A-XX Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-SB CIBC World Markets Corp. $0 A-SB Xxxxxx Xxxxxxxx, LLC $0 A-XX Xxxxxx Xxxxxxx & Co. LLC $173,800,000 125,000,000 A-3 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-3 CIBC World Markets Corp. $0 A-3 Xxxxxx Xxxxxxxx, LLC $0 A-3 Xxxxxx Xxxxxxx & Co. LLC $160,000,000 342,834,000 A-4 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-4 CIBC World Markets Corp. $0 A-4 Xxxxxx Xxxxxxx & Co. LLC $256,038,000 A-5 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-5 CIBC World Markets Corp. $0 A-5 Xxxxxx Xxxxxxxx, LLC $0 A-5 Xxxxxx Xxxxxxx & Co. LLC $1,149,631,000 995,986,000 X-A Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 X-A CIBC World Markets Corp. $0 X-A Xxxxxx Xxxxxxxx, LLC $0 X-A Xxxxxx Xxxxxxx & Co. LLC $114,593,000 102,152,000 A-S Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-S CIBC World Markets Corp. $0 A-S Xxxxxx Xxxxxxxx, LLC $0 A-S Xxxxxx Xxxxxxx & Co. LLC $81,324,000 81,403,000 B Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 B CIBC World Markets Corp. $0 B Xxxxxx Xxxxxxxx, LLC $0 B Xxxxxx Xxxxxxx & Co. LLC $0 PST Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 PST CIBC World Markets Corp. $0 PST Xxxxxx Xxxxxxxx, LLC $0 PST Xxxxxx Xxxxxxx & Co. LLC $68,387,000 38,307,000 C Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 C CIBC World Markets Corp. $0 C Xxxxxx Xxxxxxxx, LLC $0 C SCHEDULE I (CONTINUED) Class Designation Initial Aggregate Principal Amount or Notional Amount of Class(1) Approximate Initial Pass-Through Rate(2) Rate Purchase Price(3Price(2) A-1 $59,200,000 1.25073,000,000 0.825% 99.9978799.99998% A-2 $295,600,000 2.916188,000,000 1.970% 102.99927102.99926% A-SB AB $90,400,000 3.58190,000,000 2.657% 102.99449102.99700% A-3 $173,800,000 3.669125,000,000 2.834% 102.99792100.99828% A-4 $160,000,000 3.787342,834,000 3.102% 100.99502% A-5 $256,038,000 4.064% 102.99836102.99805% X-A $1,149,631,000 1.316995,986,000 1.618% 7.803639.22821% A-S $114,593,000 4.384102,152,000 3.456% 102.99687102.99532% B $81,324,000 4.64581,403,000 3.708% 102.99462102.99418% PST $0 N/A N/A C $68,387,000 4.8356138,307,000 4.211% 100.16276102.99757%
Appears in 1 contract
Samples: Underwriting Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C9)
Allocation of Collateral Support Deficit. The offered certificates represent interests in the issuing entity only and are not interests in or obligations of the depositor, the sponsors, the mortgage loan sellers or any of their respective affiliates, and neither the offered certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency or private insurer. The depositor will not list the offered certificates on any securities exchange or any automated quotation system of any national securities association or the Nasdaq Stock Market. Investing in the certificates offered to you involves risks. See “Risk Factors” beginning on page S-41 of this free writing prospectus and page 9 of the attached prospectus. Characteristics of the certificates offered to you include: Class Expected Ratings ([REDACTED] ]) Approximate Initial Certificate Principal Balance or Notional Amount Approximate Initial Pass-Through Rate Pass-Through Rate Description Expected Final Distribution Date Rated Final Distribution Date Class A-1 [REDACTED] $ 59,200,000 55,500,000 % November 2018 2019 February 2047 2048 Class A-2 [REDACTED] $ 295,600,000 74,700,000 % January 2020 February 2019 February 2047 2048 Class A-SB [REDACTED] $ 90,400,000 106,000,000 % October 2023 July 2024 February 2047 2048 Class A-3 [REDACTED] $ 173,800,000 250,000,000 % January 2021 November 2024 February 2047 2048 Class A-4 [REDACTED] $ 100,000,000 317,319,000 % December 2023 February 2047 Class A-5 [REDACTED] $ 316,038,000 % January 2024 February 2047 2048 Class X-A [REDACTED] $ 1,149,631,000 882,883,000 % Variable January 2024 2025 February 2047 2048 Class A-S [REDACTED] $ 114,593,000 79,364,000 % January 2024 2025 February 2047 2048 Class B [REDACTED] $ 81,324,000 73,040,000 % January 2024 2025 February 2047 2048 Class PST [REDACTED] $ 264,304,000 NAP NAP 205,184,000 N/A N/A January 2024 2025 February 2047 2048 Class C [REDACTED] $ 68,387,000 52,780,000 % January 2024 2025 February 2047 2048 (Explanatory notes to this table begin on page S-7S-7) Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this free writing prospectus or the attached prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Incorporated, CIBC World Markets Corp.Corp. and Xxxxxx Xxxxxxxx, LLC, the underwriters, will purchase the certificates offered to you from Xxxxxx Xxxxxxx Capital I Inc. and will offer them to the public in one or more negotiated transactions, or otherwise, at varying prices determined at the time of sale. The offered certificates are offered by the underwriters when, as and if issued by the issuing entity and delivered to and accepted by the underwriters and subject to their right to reject orders in whole or in part. The underwriters expect to deliver the certificates to purchasers on or about February January 29, 20142015. Xxxxxx Xxxxxxx CIBC World Markets Xxxxxx Xxxxxxxx January , 2014 ANNEX B-1 2015 FIRST PAGE OF THE STRUCTURAL AND COLLATERAL TERM SHEET FWP MSBAM 20142015-C14 C20 Free Writing Prospectus Structural and Collateral Term Sheet $1,478,625,800 1,147,884,539 (Approximate Total Mortgage Pool Balance) $1,299,342,000 1,008,703,000 (Approximate Offered Certificates) Xxxxxx Xxxxxxx Capital I Inc. as Depositor Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC Bank of America, National Association CIBC Inc. as Sponsors and Mortgage Loan Sellers Commercial Mortgage Pass-Through Certificates Series 20142015-C14 C20 January 2314, 2014 2015 XXXXXX XXXXXXX BofA XXXXXXX XXXXX Co-Lead Bookrunning Manager CIBC World Markets Co-Lead Bookrunning Manager CIBC World Markets Xxxxxx Xxxxxxxx Co-Manager Managers STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the SEC (File Number 333-180779) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the depositor or any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 0-000-000-0000 or by email to xxxxxxxxxx@xx.xxx. This is not a research report and was not prepared by any Underwriter’s research department. It was prepared by the Underwriters’ sales, trading, banking or other non-research personnel. This Term Sheet was not intended or written to be used, and it cannot be used by any taxpayer, for the purpose of avoiding penalties that may be imposed on the taxpayer under U.S. federal tax laws. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor. Please see additional important information and qualifications at the end of this Term Sheet. FIRST PAGE OF PRE-PRICING FWP MSBAM 2014-C14 - Underwriting Agreement FREE WRITING PROSPECTUS Filed Pursuant to Rule 433 Registration Statement No. 333-180779-07 13 January 2920, 2014 2015 STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the SEC (File Number 333-180779) for the offering to which this free writing prospectus relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 0-000-000-0000 or by e-mail to xxxxxxxxxx@xx.xxx. This free writing prospectus does not contain all information that is required to be included in the prospectus and the prospectus supplement. IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS Any legends, disclaimers or other notices that may appear at the bottom of, or attached to, the email communication to which this material may have been attached are not applicable to these materials and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another email system. $1,299,342,000 1,008,703,000 (Approximate) Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 20142015-C14 C20 as Issuing Entity Xxxxxx Xxxxxxx Capital I Inc. as Depositor Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC Bank of America, National Association CIBC Inc. as Sponsors and Mortgage Loan Sellers COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 20142015-C14 C20 This free writing prospectus relates to Xxxxxx Xxxxxxx Capital I Inc.’s offering of Classes X-0, X-0, X-XX, X-0, X-0, A-5, X-AX, A-S, B, PST and C of its Series 20142015-C14 C20 Commercial Mortgage Pass-Through Certificates and clarifies, updates or adds the following information as it relates to (i) the free writing prospectus, dated January 2314, 2014 2015 and filed with the Securities and Exchange Commission under accession number 0001539497-1415-000062 000015 (the “Free Writing Prospectus”; capitalized terms not defined herein are used as defined in the Free Writing Prospectus) and (ii) the free writing prospectus also designated as the “Structural and Collateral Term Sheet”, dated January 2314, 2014 2015 and filed with the Securities and Exchange Commission under accession number 0001539497-1415-000055 000013 (the “Term Sheet”): Collateral Updates · With respect to the mortgaged property identified on Appendix I to the Free Writing Prospectus as AmericasMart representing approximately 9.4% of the initial pool balance, the table attached hereto as Exhibit A is provided in addition to the disclosure on page T-31 of the Term Sheet and page III-9 of the Free Writing Prospectus, in each case under the section entitled “Mortgage Loan No. 1 – AmericasMart”. · With respect to the mortgaged property identified on Appendix I to the Free Writing Prospectus as 000 Xxxx Xxxxxx, securing a mortgage loan representing approximately 9.1% of the initial pool balance: SCHEDULE I Underwriting Agreement, dated as of January 30, 2014 Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2014-C14, Commercial Mortgage Pass-Through Certificates, Series 2014-C14, Class X-0, Xxxxx X-0, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class PST and Class C Underwriters Amount of Offered Certificates to be Purchased Class of Offered Certificates to be Purchased Xxxxxx Xxxxxxx & Co. LLC $59,200,000 A-1 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-1 CIBC World Markets Corp. $0 A-1 Xxxxxx Xxxxxxxx, LLC $0 A-1 Xxxxxx Xxxxxxx & Co. LLC $291,600,000 A-2 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-2 CIBC World Markets Corp. $0 A-2 Xxxxxx Xxxxxxxx, LLC $4,000,000 A-2 Xxxxxx Xxxxxxx & Co. LLC $90,400,000 A-XX Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-SB CIBC World Markets Corp. $0 A-SB Xxxxxx Xxxxxxxx, LLC $0 A-XX Xxxxxx Xxxxxxx & Co. LLC $173,800,000 A-3 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-3 CIBC World Markets Corp. $0 A-3 Xxxxxx Xxxxxxxx, LLC $0 A-3 Xxxxxx Xxxxxxx & Co. LLC $160,000,000 A-4 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-4 CIBC World Markets Corp. $0 A-4 Xxxxxx Xxxxxxx & Co. LLC $256,038,000 A-5 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-5 CIBC World Markets Corp. $0 A-5 Xxxxxx Xxxxxxxx, LLC $0 A-5 Xxxxxx Xxxxxxx & Co. LLC $1,149,631,000 X-A Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 X-A CIBC World Markets Corp. $0 X-A Xxxxxx Xxxxxxxx, LLC $0 X-A Xxxxxx Xxxxxxx & Co. LLC $114,593,000 A-S Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-S CIBC World Markets Corp. $0 A-S Xxxxxx Xxxxxxxx, LLC $0 A-S Xxxxxx Xxxxxxx & Co. LLC $81,324,000 B Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 B CIBC World Markets Corp. $0 B Xxxxxx Xxxxxxxx, LLC $0 B Xxxxxx Xxxxxxx & Co. LLC $0 PST Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 PST CIBC World Markets Corp. $0 PST Xxxxxx Xxxxxxxx, LLC $0 PST Xxxxxx Xxxxxxx & Co. LLC $68,387,000 C Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 C CIBC World Markets Corp. $0 C Xxxxxx Xxxxxxxx, LLC $0 C SCHEDULE I (CONTINUED) Class Designation Initial Aggregate Principal Amount or Notional Amount of Class(1) Approximate Initial Pass-Through Rate(2) Purchase Price(3) A-1 $59,200,000 1.250% 99.99787% A-2 $295,600,000 2.916% 102.99927% A-SB $90,400,000 3.581% 102.99449% A-3 $173,800,000 3.669% 102.99792% A-4 $160,000,000 3.787% 100.99502% A-5 $256,038,000 4.064% 102.99836% X-A $1,149,631,000 1.316% 7.80363% A-S $114,593,000 4.384% 102.99687% B $81,324,000 4.645% 102.99462% PST $0 N/A N/A C $68,387,000 4.83561% 100.16276%):
Appears in 1 contract
Samples: Underwriting Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C20)
Allocation of Collateral Support Deficit. The offered certificates represent interests in the issuing entity only and are not interests in or obligations of the depositor, the sponsors, the mortgage loan sellers or any of their respective affiliates, and neither the offered certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency or private insurer. The depositor will not list the offered certificates on any securities exchange or any automated quotation system of any national securities association or the Nasdaq Stock Market. Investing in the certificates offered to you involves risks. See “Risk Factors” beginning on page S-41 S-43 of this free writing prospectus and page 9 of the attached prospectus. Characteristics of the certificates offered to you include: Class Expected Ratings ([REDACTED] ]) Approximate Initial Certificate Principal Balance or Notional Amount Approximate Initial Pass-Pass- Through Rate Pass-Through Rate Description Expected Final Distribution Date Rated Final Distribution Date Class A-1 [REDACTED] $ 59,200,000 46,400,000 % November 2018 February 2047 Class A-2 [REDACTED] $ 295,600,000 % February 2019 February 2020 December 2047 Class A-SB [REDACTED] $ 90,400,000 72,000,000 % October 2023 February March 2025 December 2047 Class A-2 [REDACTED] $ 40,000,000 % January 2024 December 2047 Class A-3 [REDACTED] $ 173,800,000 175,000,000 % January 2021 February September 2025 December 2047 Class A-4 [REDACTED] $ 100,000,000 242,202,000 % October 2025 December 2023 February 2047 Class A-5 [REDACTED] $ 316,038,000 % January 2024 February 2047 Class X-A [REDACTED] $ 1,149,631,000 575,602,000 % Variable January 2024 February October 2025 December 2047 Class A-S [REDACTED] $ 114,593,000 57,560,000 % January 2024 February November 2025 December 2047 Class B [REDACTED] $ 81,324,000 49,338,000 % January 2024 February 2047 Class PST [REDACTED] $ 264,304,000 NAP NAP January 2024 February November 2025 December 2047 Class C [REDACTED] $ 68,387,000 34,947,000 % January 2024 February November 2025 December 2047 (Explanatory notes to this table begin on page S-7S-7) Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this free writing prospectus or the attached prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx & Co. LLC, Xxxxxxx Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Incorporated and Sxxxx Incorporated, CIBC World Markets Corp., Dxxxxx Xxxxxxxx, LLC, and SG Americas Securities, LLC, the underwriters, will purchase the certificates offered to you from Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx Capital I Inc. and will offer them to the public in one or more negotiated transactions, or otherwise, at varying prices determined at the time of sale. The offered certificates are offered by the underwriters when, as and if issued by the issuing entity and delivered to and accepted by the underwriters and subject to their right to reject orders in whole or in part. The underwriters expect to deliver the certificates to purchasers on or about February November 24, 20142015. Xxxxxx Xxxxxxx CIBC World Markets January Dxxxxx Xxxxxxxx SOCIETE GENERALE November , 2014 2015 ANNEX B-1 B FIRST PAGE OF THE STRUCTURAL AND COLLATERAL TERM SHEET FWP MSBAM 20142015-C14 C27 Free Writing Prospectus Structural and Collateral Term Sheet $1,478,625,800 822,289,316 (Approximate Total Mortgage Pool Balance) $1,299,342,000 717,447,000 (Approximate Offered Certificates) Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx Capital I Inc. as Depositor Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC Bank of America, National Association CIBC Inc. Starwood Mortgage Funding III LLC as Sponsors and Mortgage Loan Sellers Commercial Mortgage Pass-Through Certificates Series 20142015-C14 January 23C27 November 6, 2014 XXXXXX XXXXXXX 2015 MXXXXX SXXXXXX BofA XXXXXXX XXXXX MXXXXXX LXXXX Co-Lead Bookrunning Manager Co-Lead Bookrunning Manager CIBC World Markets Dxxxxx Xxxxxxxx SOCIETE GENERALE Co-Manager Managers STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the SEC (File Number 333-180779) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX EXXXX on the SEC web site at xxx.xxx.xxxwxx.xxx.xxx. Alternatively, the depositor or any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 01-000-000-0000 or by email to xxxxxxxxxx@xx.xxxpxxxxxxxxx@xx.xxx. This is not a research report and was not prepared by any Underwriter’s the Underwriters’ research departmentdepartments. It was prepared by the Underwriters’ sales, trading, banking or other non-research personnel. This Term Sheet was not intended or written to be used, and it cannot be used by any taxpayer, for the purpose of avoiding penalties that may be imposed on the taxpayer under U.S. federal tax laws. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor. Please see additional important information and qualifications at the end of this Term Sheet. FIRST PAGE OF PRE-PRICING FWP MSBAM 2014-C14 - Underwriting Agreement FREE WRITING PROSPECTUS Filed Pursuant to Rule 433 Registration Statement No. 333-180779-07 January 29, 2014 STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the SEC (File Number 333-180779) for the offering to which this free writing prospectus relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 0-000-000-0000 or by e-mail to xxxxxxxxxx@xx.xxx. This free writing prospectus does not contain all information that is required to be included in the prospectus and the prospectus supplement. IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS Any legends, disclaimers or other notices that may appear at the bottom of, or attached to, the email communication to which this material may have been attached are not applicable to these materials and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another email system. $1,299,342,000 (Approximate) Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2014-C14 as Issuing Entity Xxxxxx Xxxxxxx Capital I Inc. as Depositor Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC Bank of America, National Association CIBC Inc. as Sponsors and Mortgage Loan Sellers COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2014-C14 This free writing prospectus relates to Xxxxxx Xxxxxxx Capital I Inc.’s offering of Classes X-0, X-0, X-XX, X-0, X-0, A-5, X-A, A-S, B, PST and C of its Series 2014-C14 Commercial Mortgage Pass-Through Certificates and clarifies, updates or adds the following information as it relates to (i) the free writing prospectus, dated January 23, 2014 and filed with the Securities and Exchange Commission under accession number 0001539497-14-000062 (the “Free Writing Prospectus”; capitalized terms not defined herein are used as defined in the Free Writing Prospectus) and (ii) the free writing prospectus also designated as the “Structural and Collateral Term Sheet”, dated January 23, 2014 and filed with the Securities and Exchange Commission under accession number 0001539497-14-000055 (the “Term Sheet”): Collateral Updates · With respect to the mortgaged property identified on Appendix I to the Free Writing Prospectus as AmericasMart representing approximately 9.4% of the initial pool balance, the table attached hereto as Exhibit A is provided in addition to the disclosure on page T-31 of the Term Sheet and page III-9 of the Free Writing Prospectus, in each case under the section entitled “Mortgage Loan No. 1 – AmericasMart”. · With respect to the mortgaged property identified on Appendix I to the Free Writing Prospectus as 000 Xxxx Xxxxxx, securing a mortgage loan representing approximately 9.1% of the initial pool balance: SCHEDULE I Underwriting Agreement, dated as of January 30November 19, 2014 Xxxxxx Xxxxxxx 2015 Mxxxxx Sxxxxxx Bank of America Xxxxxxx Xxxxx Mxxxxxx Lxxxx Trust 20142015-C14C27, Commercial Mortgage Pass-Through Certificates, Series 20142015-C14C27, Class X-0, Xxxxx X-0A-1, Class A-SB, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class PST B and Class C Underwriters Amount of Offered Certificates to be Purchased Class of Offered Certificates to be Purchased Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx & Co. LLC $59,200,000 46,400,000 A-1 Xxxxxxx Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Sxxxx Incorporated $0 A-1 CIBC World Markets Corp. $0 A-1 Xxxxxx Dxxxxx Xxxxxxxx, LLC $0 A-1 Xxxxxx Xxxxxxx SG Americas Securities, LLC $0 A-1 Mxxxxx Sxxxxxx & Co. LLC $291,600,000 A-2 72,000,000 A-SX Xxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Incorporated $0 A-2 CIBC World Markets Corp. $0 A-2 Xxxxxx Xxxxxxxx, LLC $4,000,000 A-2 Xxxxxx Xxxxxxx & Co. LLC $90,400,000 A-XX Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Sxxxx Incorporated $0 A-SB CIBC World Markets Corp. $0 A-SB Xxxxxx Dxxxxx Xxxxxxxx, LLC $0 A-XX SB SG Americas Securities, LLC $0 A-SX Xxxxxx Xxxxxxx & Co. LLC $173,800,000 A-3 Xxxxxxx 40,000,000 A-2 Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Sxxxx Incorporated $0 A-2 CIBC World Markets Corp. $0 A-2 Dxxxxx Xxxxxxxx, LLC $0 A-2 SG Americas Securities, LLC $0 A-2 Mxxxxx Sxxxxxx & Co. LLC $175,000,000 A-3 Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated $0 A-3 CIBC World Markets Corp. $0 A-3 Xxxxxx Dxxxxx Xxxxxxxx, LLC $0 A-3 Xxxxxx Xxxxxxx SG Americas Securities, LLC $0 A-3 Mxxxxx Sxxxxxx & Co. LLC $160,000,000 242,202,000 A-4 Xxxxxxx Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Sxxxx Incorporated $0 A-4 CIBC World Markets Corp. $0 A-4 Xxxxxx Xxxxxxx & Co. LLC $256,038,000 A-5 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-5 CIBC World Markets Corp. $0 A-5 Xxxxxx Dxxxxx Xxxxxxxx, LLC $0 A-5 Xxxxxx Xxxxxxx A-4 SG Americas Securities, LLC $0 A-4 Mxxxxx Sxxxxxx & Co. LLC $1,149,631,000 575,602,000 X-A Xxxxxxx Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Sxxxx Incorporated $0 X-A CIBC World Markets Corp. $0 X-A Xxxxxx Dxxxxx Xxxxxxxx, LLC $0 X-A Xxxxxx Xxxxxxx SG Americas Securities, LLC $0 X-A Mxxxxx Sxxxxxx & Co. LLC $114,593,000 57,560,000 A-S Xxxxxxx Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Sxxxx Incorporated $0 A-S CIBC World Markets Corp. $0 A-S Xxxxxx Dxxxxx Xxxxxxxx, LLC $0 A-S Xxxxxx Xxxxxxx SG Americas Securities, LLC $0 A-S Mxxxxx Sxxxxxx & Co. LLC $81,324,000 42,000,000 B Xxxxxxx Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Sxxxx Incorporated $0 7,338,000 B CIBC World Markets Corp. $0 B Xxxxxx Dxxxxx Xxxxxxxx, LLC $0 B Xxxxxx Xxxxxxx SG Americas Securities, LLC $0 B Mxxxxx Sxxxxxx & Co. LLC $0 PST Xxxxxxx 34,947,000 C Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Incorporated $0 PST CIBC World Markets Corp. $0 PST Xxxxxx Xxxxxxxx, LLC $0 PST Xxxxxx Xxxxxxx & Co. LLC $68,387,000 C Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Sxxxx Incorporated $0 C CIBC World Markets Corp. $0 C Xxxxxx Dxxxxx Xxxxxxxx, LLC $0 C SG Americas Securities, LLC $0 C SCHEDULE I (CONTINUED) Class Designation Initial Aggregate Principal Amount or Notional Amount of Class(1) Approximate Initial Pass-Through Rate(2) Purchase Price(3) A-1 $59,200,000 1.25046,400,000 1.980% 99.99787% A-2 $295,600,000 2.916% 102.9992799.99997% A-SB $90,400,000 3.58172,000,000 3.557% 102.99449102.99518% A-2 $40,000,000 3.434% 100.99665% A-3 $173,800,000 3.669175,000,000 3.473% 102.99792100.99835% A-4 $160,000,000 3.787242,202,000 3.753% 100.99502% A-5 $256,038,000 4.064% 102.99836102.99391% X-A $1,149,631,000 1.316575,602,000 1.060% 7.803637.2351% A-S $114,593,000 4.38457,560,000 4.068% 102.99687102.99799% B $81,324,000 4.64549,338,000 4.538% 102.99462101.17532% PST $0 N/A N/A C $68,387,000 4.8356134,947,000 4.538% 100.1627692.85389%
Appears in 1 contract
Samples: Underwriting Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27)
Allocation of Collateral Support Deficit. The offered certificates represent interests in the issuing entity only and are not interests in or obligations of the depositor, the sponsors, the mortgage loan sellers or any of their respective affiliates, and neither the offered certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency or private insurer. The depositor will not list the offered certificates on any securities exchange or any automated quotation system of any national securities association or the Nasdaq Stock Market. Investing in the certificates offered to you involves risks. See “Risk Factors” beginning on page S-41 S-37 of this free writing prospectus and page 9 of the attached prospectus. Characteristics of the certificates offered to you include: Approximate Initial Approximate Certificate Principal Initial Balance or Pass-Through Pass-Through Expected Final Rated Final Class [REDACTED] Approximate Initial Certificate Principal Balance or Notional Amount Approximate Initial Pass-Through Rate Pass-Through Rate Description Expected Final Distribution Date Rated Final Distribution Date Class A-1 [REDACTED] $ 59,200,000 50,600,000 % November 2018 February 2047 November 2046 Class A-2 [REDACTED] $ 295,600,000 97,200,000 % February 2019 February 2047 December 2018 November 2046 Class A-SB [REDACTED] $ 90,400,000 77,200,000 % October July 2023 February 2047 November 2046 Class A-3 [REDACTED] $ 173,800,000 200,000,000 % January 2021 February 2047 October 2023 November 2046 Class A-4 [REDACTED] $ 100,000,000 287,623,000 % December November 2023 February 2047 Class A-5 [REDACTED] $ 316,038,000 % January 2024 February 2047 November 2046 Class X-A [REDACTED] $ 1,149,631,000 790,249,000 % Variable January 2024 February 2047 November 2023 November 2046 Class A-S [REDACTED] $ 114,593,000 77,626,000 % January 2024 February 2047 November 2023 November 2046 Class B [REDACTED] $ 81,324,000 57,264,000 % January 2024 February 2047 November 2023 November 2046 Class PST [REDACTED] $ 264,304,000 180,702,000 NAP NAP January 2024 February 2047 November 2023 November 2046 Class C [REDACTED] $ 68,387,000 45,812,000 % January 2024 February 2047 November 2023 November 2046 (Explanatory notes to this table begin on page S-7S-7) Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this free writing prospectus or the attached prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and CIBC World Markets Corp., the underwriters, will purchase the certificates offered to you from Xxxxxx Xxxxxxx Capital I Inc. and will offer them to the public in one or more negotiated transactions, or otherwise, at varying prices determined at the time of sale. The offered certificates are offered by the underwriters when, as and if issued by the issuing entity and delivered to and accepted by the underwriters and subject to their right to reject orders in whole or in part. The underwriters expect to deliver the certificates to purchasers on or about February December , 20142013. Xxxxxx Xxxxxxx CIBC World Markets January November , 2014 2013 ANNEX B-1 FIRST PAGE OF THE STRUCTURAL AND COLLATERAL TERM SHEET FWP MSBAM 20142013-C14 C13 Free Writing Prospectus Structural and Collateral Term Sheet $1,478,625,800 1,018,034,647 (Approximate Total Mortgage Pool Balance) $1,299,342,000 893,325,000 (Approximate Offered Certificates) Xxxxxx Xxxxxxx Capital I Inc. as Depositor Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC Bank of America, National Association CIBC Inc. as Sponsors and Mortgage Loan Sellers Commercial Mortgage Pass-Through Certificates Series 20142013-C14 January 23C13 November 18, 2014 2013 XXXXXX XXXXXXX BofA XXXXXXX XXXXX Co-Lead Bookrunning Manager Co-Lead Bookrunning Manager CIBC World Markets Co-Manager STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the SEC (File Number 333-180779) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the depositor or any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 0-000-000-0000 or by email to xxxxxxxxxx@xx.xxx. This is not a research report and was not prepared by any Underwriter’s research department. It was prepared by the Underwriters’ sales, trading, banking or other non-research personnel. This Term Sheet was not intended or written to be used, and it cannot be used by any taxpayer, for the purpose of avoiding penalties that may be imposed on the taxpayer under U.S. federal tax laws. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor. Please see additional important information and qualifications at the end of this Term Sheet. FIRST PAGE OF PRE-PRICING FWP MSBAM 20142013-C14 - C13 – Underwriting Agreement FREE WRITING PROSPECTUS Filed Pursuant to Rule 433 Registration Statement No. 333-180779-07 January 2906 November 25, 2014 2013 STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the SEC (File Number 333-180779) for the offering to which this free writing prospectus relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 0-000-000-0000 or by e-mail to xxxxxxxxxx@xx.xxx. This free writing prospectus does not contain all information that is required to be included in the prospectus and the prospectus supplement. IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS Any legends, disclaimers or other notices that may appear at the bottom of, or attached to, the email communication to which this material may have been attached are not applicable to these materials and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another email system. $1,299,342,000 873,397,000 (Approximate) Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 20142013-C14 C13 as Issuing Entity Xxxxxx Xxxxxxx Capital I Inc. as Depositor Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC Bank of America, National Association CIBC Inc. as Sponsors and Mortgage Loan Sellers COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 20142013-C14 C13 This free writing prospectus relates to Xxxxxx Xxxxxxx Capital I Inc.’s offering of Classes X-0, X-0, X-XX, X-0, X-0, A-5, X-AX, A-S, B, PST and C of its Series 20142013-C14 C13 Commercial Mortgage Pass-Through Certificates and clarifies, updates or adds the following information as it relates to (i) the free writing prospectus, dated January 23November 18, 2014 2013 and filed with the Securities and Exchange Commission under accession number 0001539497-1413-000062 001156 (the “Free Writing Prospectus”; capitalized terms not defined herein are used as defined in the Free Writing Prospectus) and (ii) the free writing prospectus also designated as the “Structural and Collateral Term Sheet”, dated January 23November 18, 2014 2013 and filed with the Securities and Exchange Commission under accession number 0001539497-1413-000055 001145 (the “Term Sheet”): Collateral Updates · With respect to the mortgaged property identified on Appendix I to the Free Writing Prospectus as AmericasMart representing approximately 9.4% of the initial pool balance, the table attached hereto as Exhibit A is provided in addition to the disclosure on page T-31 of the Term Sheet and page III-9 of the Free Writing Prospectus, in each case under the section entitled “Mortgage Loan No. 1 – AmericasMart”. · With respect to the mortgaged property identified on Appendix I to the Free Writing Prospectus as 000 Xxxx Xxxxxx, securing a mortgage loan representing approximately 9.1% of the initial pool balance: SCHEDULE I Underwriting Agreement, dated as of January 30, 2014 Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2014-C14, Commercial Mortgage Pass-Through Certificates, Series 2014-C14, Class X-0, Xxxxx X-0, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class PST and Class C Underwriters Amount of Offered Certificates to be Purchased Class of Offered Certificates to be Purchased Xxxxxx Xxxxxxx & Co. LLC $59,200,000 A-1 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-1 CIBC World Markets Corp. $0 A-1 Xxxxxx Xxxxxxxx, LLC $0 A-1 Xxxxxx Xxxxxxx & Co. LLC $291,600,000 A-2 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-2 CIBC World Markets Corp. $0 A-2 Xxxxxx Xxxxxxxx, LLC $4,000,000 A-2 Xxxxxx Xxxxxxx & Co. LLC $90,400,000 A-XX Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-SB CIBC World Markets Corp. $0 A-SB Xxxxxx Xxxxxxxx, LLC $0 A-XX Xxxxxx Xxxxxxx & Co. LLC $173,800,000 A-3 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-3 CIBC World Markets Corp. $0 A-3 Xxxxxx Xxxxxxxx, LLC $0 A-3 Xxxxxx Xxxxxxx & Co. LLC $160,000,000 A-4 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-4 CIBC World Markets Corp. $0 A-4 Xxxxxx Xxxxxxx & Co. LLC $256,038,000 A-5 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-5 CIBC World Markets Corp. $0 A-5 Xxxxxx Xxxxxxxx, LLC $0 A-5 Xxxxxx Xxxxxxx & Co. LLC $1,149,631,000 X-A Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 X-A CIBC World Markets Corp. $0 X-A Xxxxxx Xxxxxxxx, LLC $0 X-A Xxxxxx Xxxxxxx & Co. LLC $114,593,000 A-S Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-S CIBC World Markets Corp. $0 A-S Xxxxxx Xxxxxxxx, LLC $0 A-S Xxxxxx Xxxxxxx & Co. LLC $81,324,000 B Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 B CIBC World Markets Corp. $0 B Xxxxxx Xxxxxxxx, LLC $0 B Xxxxxx Xxxxxxx & Co. LLC $0 PST Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 PST CIBC World Markets Corp. $0 PST Xxxxxx Xxxxxxxx, LLC $0 PST Xxxxxx Xxxxxxx & Co. LLC $68,387,000 C Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 C CIBC World Markets Corp. $0 C Xxxxxx Xxxxxxxx, LLC $0 C SCHEDULE I (CONTINUED) Class Designation Initial Aggregate Principal Amount or Notional Amount of Class(1) Approximate Initial Pass-Through Rate(2) Purchase Price(3) A-1 $59,200,000 1.250% 99.99787% A-2 $295,600,000 2.916% 102.99927% A-SB $90,400,000 3.581% 102.99449% A-3 $173,800,000 3.669% 102.99792% A-4 $160,000,000 3.787% 100.99502% A-5 $256,038,000 4.064% 102.99836% X-A $1,149,631,000 1.316% 7.80363% A-S $114,593,000 4.384% 102.99687% B $81,324,000 4.645% 102.99462% PST $0 N/A N/A C $68,387,000 4.83561% 100.16276%):
Appears in 1 contract
Samples: Underwriting Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C13)
Allocation of Collateral Support Deficit. The offered certificates represent interests in the issuing entity only and are not interests in or obligations of the depositor, the sponsors, the mortgage loan sellers or any of their respective affiliates, and neither the offered certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency or private insurer. The depositor will not list the offered certificates on any securities exchange or any automated quotation system of any national securities association or the Nasdaq Stock Market. Investing in the certificates offered to you involves risks. See “Risk Factors” beginning on page S-41 S-37 of this free writing prospectus and page 9 of the attached prospectus. Characteristics of the certificates offered to you include: Class Expected Ratings ([REDACTED] ]) Approximate Initial Certificate Principal Balance or Notional Amount Approximate Initial Pass-Pass- Through Rate Pass-Through Rate Description Expected Final Distribution Date Rated Final Distribution Date Class A-1 [REDACTED] $ 59,200,000 40,800,000 % November 2018 February June 2019 August 2047 Class A-2 [REDACTED] $ 295,600,000 174,800,000 % February August 2019 February August 2047 Class A-SB [REDACTED] $ 90,400,000 74,400,000 % October 2023 February 2024 August 2047 Class A-3 [REDACTED] $ 173,800,000 59,800,000 % January August 2021 February August 2047 Class A-4 [REDACTED] $ 100,000,000 170,000,000 % December 2023 February May 2024 August 2047 Class A-5 [REDACTED] $ 316,038,000 205,991,000 % January July 2024 February August 2047 Class X-A [REDACTED] $ 1,149,631,000 769,857,000 % Variable January July 2024 February August 2047 Class A-S [REDACTED] $ 114,593,000 44,066,000 % January July 2024 February August 2047 Class B [REDACTED] $ 81,324,000 81,651,000 % January July 2024 February August 2047 Class PST [REDACTED] $ 264,304,000 NAP NAP January 185,336,000 N/A N/A July 2024 February August 2047 Class C [REDACTED] $ 68,387,000 59,619,000 % January July 2024 February August 2047 (Explanatory notes to this table begin on page S-7) Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this free writing prospectus or the attached prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Incorporated, CIBC World Markets Corp.Corp. and Xxxxxx Xxxxxxxx, LLC, the underwriters, will purchase the certificates offered to you from Xxxxxx Xxxxxxx Capital I Inc. and will offer them to the public in one or more negotiated transactions, or otherwise, at varying prices determined at the time of sale. The offered certificates are offered by the underwriters when, as and if issued by the issuing entity and delivered to and accepted by the underwriters and subject to their right to reject orders in whole or in part. The underwriters expect to deliver the certificates to purchasers on or about February August , 2014. Xxxxxx Xxxxxxx CIBC World Markets January Xxxxxx Xxxxxxxx July , 2014 ANNEX B-1 FIRST PAGE OF THE STRUCTURAL AND COLLATERAL TERM SHEET FWP FREE WRITING PROSPECTUS FILED PURSUANT TO RULE 433 REGISTRATION FILE NO.: 000-000000-00 MSBAM 2014-C14 C17 Free Writing Prospectus Structural and Collateral Term Sheet $1,478,625,800 1,036,844,774 (Approximate Total Mortgage Pool Balance) $1,299,342,000 911,127,000 (Approximate Offered Certificates) Xxxxxx Xxxxxxx Capital I Inc. as Depositor Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC Bank of America, National Association CIBC Inc. as Sponsors and Mortgage Loan Sellers Commercial Mortgage Pass-Through Certificates Series 2014-C14 January C17 July 23, 2014 XXXXXX XXXXXXX BofA XXXXXXX XXXXX Co-Lead Bookrunning Manager CIBC World Markets Co-Lead Bookrunning Manager CIBC World Markets Xxxxxx Xxxxxxxx Co-Manager Managers STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the SEC (File Number 333-180779) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the depositor or any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 0-000-000-0000 or by email to xxxxxxxxxx@xx.xxx. This is not a research report and was not prepared by any Underwriter’s research department. It was prepared by the Underwriters’ sales, trading, banking or other non-research personnel. This Term Sheet was not intended or written to be used, and it cannot be used by any taxpayer, for the purpose of avoiding penalties that may be imposed on the taxpayer under U.S. federal tax laws. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor. Please see additional important information and qualifications at the end of this Term Sheet. FIRST PAGE OF PRE-PRICING FWP MSBAM 2014-C14 - Underwriting Agreement FREE WRITING PROSPECTUS Filed Pursuant to Rule 433 Registration Statement No. 333-180779-07 January 2910 July 28, 2014 STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the SEC (File Number 333-180779) for the offering to which this free writing prospectus relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 0-000-000-0000 or by e-mail to xxxxxxxxxx@xx.xxx. This free writing prospectus does not contain all information that is required to be included in the prospectus and the prospectus supplement. ______________________ IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS Any legends, disclaimers or other notices that may appear at the bottom of, or attached to, the email communication to which this material may have been attached are not applicable to these materials and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another email system. $1,299,342,000 911,127,000 (Approximate) Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2014-C14 C17 as Issuing Entity Xxxxxx Xxxxxxx Capital I Inc. as Depositor Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC Bank of America, National Association CIBC Inc. as Sponsors and Mortgage Loan Sellers COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2014-C14 C17 This free writing prospectus relates to Xxxxxx Xxxxxxx Capital I Inc.’s offering of Classes X-0, X-0, X-XX, X-0, X-0, A-5, X-A, A-S, B, PST and C of its Series 2014-C14 C17 Commercial Mortgage Pass-Through Certificates and clarifies, updates or adds the following information as it relates to (i) the free writing prospectus, dated January July 23, 2014 and filed with the Securities and Exchange Commission under accession number 0001539497-14-000062 000903 (the “Free Writing Prospectus”; capitalized terms not defined herein are used as defined in the Free Writing Prospectus) and (ii) the free writing prospectus also designated as the “Structural and Collateral Term Sheet”, dated January July 23, 2014 and filed with the Securities and Exchange Commission under accession number 0001539497-14-000055 000899 (the “Term Sheet”): Collateral Updates · With respect to the mortgaged property identified on Appendix I to the Free Writing Prospectus as AmericasMart representing approximately 9.4% of the initial pool balance, the table attached hereto as Exhibit A is provided in addition to the disclosure on page T-31 of the Term Sheet and page III-9 of the Free Writing Prospectus, in each case under the section entitled “Mortgage Loan No. 1 – AmericasMart”. · With respect to the mortgaged property identified on Appendix I to the Free Writing Prospectus as 000 Xxxx Xxxxxx, securing a mortgage loan representing approximately 9.1% of the initial pool balance: SCHEDULE I Underwriting Agreement, dated as of January 30, 2014 Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2014-C14, Commercial Mortgage Pass-Through Certificates, Series 2014-C14, Class X-0, Xxxxx X-0, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class PST and Class C Underwriters Amount of Offered Certificates to be Purchased Class of Offered Certificates to be Purchased Xxxxxx Xxxxxxx & Co. LLC $59,200,000 A-1 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-1 CIBC World Markets Corp. $0 A-1 Xxxxxx Xxxxxxxx, LLC $0 A-1 Xxxxxx Xxxxxxx & Co. LLC $291,600,000 A-2 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-2 CIBC World Markets Corp. $0 A-2 Xxxxxx Xxxxxxxx, LLC $4,000,000 A-2 Xxxxxx Xxxxxxx & Co. LLC $90,400,000 A-XX Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-SB CIBC World Markets Corp. $0 A-SB Xxxxxx Xxxxxxxx, LLC $0 A-XX Xxxxxx Xxxxxxx & Co. LLC $173,800,000 A-3 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-3 CIBC World Markets Corp. $0 A-3 Xxxxxx Xxxxxxxx, LLC $0 A-3 Xxxxxx Xxxxxxx & Co. LLC $160,000,000 A-4 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-4 CIBC World Markets Corp. $0 A-4 Xxxxxx Xxxxxxx & Co. LLC $256,038,000 A-5 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-5 CIBC World Markets Corp. $0 A-5 Xxxxxx Xxxxxxxx, LLC $0 A-5 Xxxxxx Xxxxxxx & Co. LLC $1,149,631,000 X-A Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 X-A CIBC World Markets Corp. $0 X-A Xxxxxx Xxxxxxxx, LLC $0 X-A Xxxxxx Xxxxxxx & Co. LLC $114,593,000 A-S Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-S CIBC World Markets Corp. $0 A-S Xxxxxx Xxxxxxxx, LLC $0 A-S Xxxxxx Xxxxxxx & Co. LLC $81,324,000 B Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 B CIBC World Markets Corp. $0 B Xxxxxx Xxxxxxxx, LLC $0 B Xxxxxx Xxxxxxx & Co. LLC $0 PST Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 PST CIBC World Markets Corp. $0 PST Xxxxxx Xxxxxxxx, LLC $0 PST Xxxxxx Xxxxxxx & Co. LLC $68,387,000 C Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 C CIBC World Markets Corp. $0 C Xxxxxx Xxxxxxxx, LLC $0 C SCHEDULE I (CONTINUED) Class Designation Initial Aggregate Principal Amount or Notional Amount of Class(1) Approximate Initial Pass-Through Rate(2) Purchase Price(3) A-1 $59,200,000 1.250% 99.99787% A-2 $295,600,000 2.916% 102.99927% A-SB $90,400,000 3.581% 102.99449% A-3 $173,800,000 3.669% 102.99792% A-4 $160,000,000 3.787% 100.99502% A-5 $256,038,000 4.064% 102.99836% X-A $1,149,631,000 1.316% 7.80363% A-S $114,593,000 4.384% 102.99687% B $81,324,000 4.645% 102.99462% PST $0 N/A N/A C $68,387,000 4.83561% 100.16276%):
Appears in 1 contract
Samples: Underwriting Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C17)
Allocation of Collateral Support Deficit. The offered certificates represent interests in the issuing entity only and are not interests in or obligations of the depositor, the sponsors, the mortgage loan sellers or any of their respective affiliates, and neither the offered certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency or private insurer. The depositor will not list the offered certificates on any securities exchange or any automated quotation system of any national securities association or the Nasdaq Stock Market. Investing in the certificates offered to you involves risks. See “Risk Factors” beginning on page S-41 S-45 of this free writing prospectus and page 9 of the attached prospectus. Characteristics of the certificates offered to you include: Class Expected Ratings ([REDACTED] ]) Approximate Initial Certificate Principal Balance or Notional Amount Approximate Initial Pass-Pass- Through Rate Pass-Through Rate Description Expected Final Distribution Date Rated Final Distribution Date Class A-1 [REDACTED] $ 59,200,000 32,700,000 % [_____] November 2018 February 2047 2020 December 2048 Class A-2 [REDACTED] $ 295,600,000 6,300,000 % February 2019 February 2047 [_____] November 2020 December 2048 Class A-SB [REDACTED] $ 90,400,000 51,500,000 % October 2023 February 2047 [_____] April 2025 December 2048 Class A-3 [REDACTED] $ 173,800,000 200,000,000 % January 2021 February 2047 [_____] November 2025 December 2048 Class A-4 [REDACTED] $ 100,000,000 273,000,000 % [_____] November 2025 December 2023 February 2047 Class A-5 [REDACTED] $ 316,038,000 % January 2024 February 2047 2048 Class X-A [REDACTED] $ 1,149,631,000 563,500,000 % Variable January 2024 February 2047 November 2025 December 2048 Class A-S [REDACTED] $ 114,593,000 48,300,000 % January 2024 February 2047 [_____] December 2025 December 2048 Class B [REDACTED] $ 81,324,000 53,331,000 % January 2024 February 2047 Class PST [REDACTED_____] $ 264,304,000 NAP NAP January 2024 February 2047 December 2025 December 2048 Class C [REDACTED] $ 68,387,000 37,231,000 % January 2024 February 2047 [_____] December 2025 December 2048 (Explanatory notes to this table begin on page S-7S-7) Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this free writing prospectus or the attached prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx & Co. LLC, Xxxxxxx Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Incorporated Sxxxx Incorporated, UBS Securities LLC and CIBC World Markets Corp.Dxxxxx Xxxxxxxx, LLC, the underwriters, will purchase the certificates offered to you from Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx Capital I Inc. and will offer them to the public in one or more negotiated transactions, or otherwise, at varying prices determined at the time of sale. The offered certificates are offered by the underwriters when, as and if issued by the issuing entity and delivered to and accepted by the underwriters and subject to their right to reject orders in whole or in part. The underwriters expect to deliver the certificates to purchasers on or about February December 15, 20142015. Xxxxxx Xxxxxxx CIBC World Markets January MXXXXX SXXXXXX BofA Mxxxxxx Lxxxx UBS Securities LLC Dxxxxx Xxxxxxxx November , 2014 2015 ANNEX B-1 B FIRST PAGE OF THE STRUCTURAL AND COLLATERAL TERM SHEET FWP MSBAM 2014MSCI 2015-C14 UBS8 Free Writing Prospectus Structural and Collateral Term Sheet $1,478,625,800 805,000,200 (Approximate Total Mortgage Pool Balance) $1,299,342,000 702,362,000 (Approximate Offered Certificates) Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx Capital I Inc. as Depositor Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC UBS Real Estate Securities Inc. Bank of America, National Association CIBC Inc. Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC as Sponsors and Mortgage Loan Sellers Commercial Mortgage Pass-Through Certificates Series 20142015-C14 January 23UBS8 November 18, 2014 XXXXXX XXXXXXX 2015 MXXXXX SXXXXXX BofA XXXXXXX XXXXX MXXXXXX LXXXX UBS Securities LLC Co-Lead Bookrunning Manager Co-Lead Bookrunning Manager CIBC World Markets Managers Dxxxxx Xxxxxxxx Co-Manager STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the SEC (File Number 333-180779) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX EXXXX on the SEC web site at xxx.xxx.xxxwxx.xxx.xxx. Alternatively, the depositor or any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 01-000-000-0000 or by email to xxxxxxxxxx@xx.xxxpxxxxxxxxx@xx.xxx. This is not a research report and was not prepared by any Underwriter’s research department. It was prepared by the Underwriters’ sales, trading, banking or other non-research personnel. This Term Sheet was not intended or written to be used, and it cannot be used by any taxpayer, for the purpose of avoiding penalties that may be imposed on the taxpayer under U.S. federal tax laws. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor. Please see additional important information and qualifications at the end of this Term Sheet. FIRST PAGE OF PRE-PRICING FWP MSBAM 2014-C14 - Underwriting Agreement FREE WRITING PROSPECTUS Filed Pursuant to Rule 433 Registration Statement No. 333-180779-07 January 29, 2014 STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the SEC (File Number 333-180779) for the offering to which this free writing prospectus relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 0-000-000-0000 or by e-mail to xxxxxxxxxx@xx.xxx. This free writing prospectus does not contain all information that is required to be included in the prospectus and the prospectus supplement. IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS Any legends, disclaimers or other notices that may appear at the bottom of, or attached to, the email communication to which this material may have been attached are not applicable to these materials and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another email system. $1,299,342,000 (Approximate) Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2014-C14 as Issuing Entity Xxxxxx Xxxxxxx Capital I Inc. as Depositor Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC Bank of America, National Association CIBC Inc. as Sponsors and Mortgage Loan Sellers COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2014-C14 This free writing prospectus relates to Xxxxxx Xxxxxxx Capital I Inc.’s offering of Classes X-0, X-0, X-XX, X-0, X-0, A-5, X-A, A-S, B, PST and C of its Series 2014-C14 Commercial Mortgage Pass-Through Certificates and clarifies, updates or adds the following information as it relates to (i) the free writing prospectus, dated January 23, 2014 and filed with the Securities and Exchange Commission under accession number 0001539497-14-000062 (the “Free Writing Prospectus”; capitalized terms not defined herein are used as defined in the Free Writing Prospectus) and (ii) the free writing prospectus also designated as the “Structural and Collateral Term Sheet”, dated January 23, 2014 and filed with the Securities and Exchange Commission under accession number 0001539497-14-000055 (the “Term Sheet”): Collateral Updates · With respect to the mortgaged property identified on Appendix I to the Free Writing Prospectus as AmericasMart representing approximately 9.4% of the initial pool balance, the table attached hereto as Exhibit A is provided in addition to the disclosure on page T-31 of the Term Sheet and page III-9 of the Free Writing Prospectus, in each case under the section entitled “Mortgage Loan No. 1 – AmericasMart”. · With respect to the mortgaged property identified on Appendix I to the Free Writing Prospectus as 000 Xxxx Xxxxxx, securing a mortgage loan representing approximately 9.1% of the initial pool balance: SCHEDULE I Underwriting Agreement, dated as of January 30December 2, 2014 Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx 2015 Mxxxxx Sxxxxxx Capital I Trust 20142015-C14UBS8, Commercial Mortgage Pass-Through Certificates, Series 20142015-C14UBS8, Class X-0A-0, Xxxxx X-0, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class PST B and Class C Underwriters Amount of Offered Certificates to be Purchased Class of Offered Certificates to be Purchased Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx & Co. LLC $59,200,000 32,700,000 A-1 Xxxxxxx Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Sxxxx Incorporated $0 A-1 CIBC World Markets Corp. UBS Securities LLC $0 A-1 Xxxxxx Dxxxxx Xxxxxxxx, LLC $0 A-1 Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx & Co. LLC $291,600,000 2,000,000 A-2 Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated $4,300,000 A-2 UBS Securities LLC $0 A-2 Dxxxxx Xxxxxxxx, LLC $0 A-2 Mxxxxx Sxxxxxx & Co. LLC $35,000,000 A-SX Xxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Incorporated $0 A-2 CIBC World Markets Corp. $0 A-2 Xxxxxx Xxxxxxxx, LLC $4,000,000 A-2 Xxxxxx Xxxxxxx & Co. LLC $90,400,000 A-XX Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Sxxxx Incorporated $0 A-SB CIBC World Markets Corp. UBS Securities LLC $0 16,500,000 A-SB Xxxxxx Dxxxxx Xxxxxxxx, LLC $0 A-XX SX Xxxxxx Xxxxxxx & Co. LLC $173,800,000 155,000,000 A-3 Xxxxxxx Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Sxxxx Incorporated $0 A-3 CIBC World Markets Corp. UBS Securities LLC $0 A-3 Xxxxxx Dxxxxx Xxxxxxxx, LLC $5,000,000 A-3 Mxxxxx Sxxxxxx & Co. LLC $313,000,000 A-4 Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated $0 A-4 UBS Securities LLC $0 A-4 Dxxxxx Xxxxxxxx, LLC $0 A-3 Xxxxxx Xxxxxxx A-4 Mxxxxx Sxxxxxx & Co. LLC $160,000,000 A-4 Xxxxxxx 563,500,000 X-A Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Incorporated $0 A-4 CIBC World Markets Corp. $0 A-4 Xxxxxx Xxxxxxx & Co. LLC $256,038,000 A-5 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-5 CIBC World Markets Corp. $0 A-5 Xxxxxx Xxxxxxxx, LLC $0 A-5 Xxxxxx Xxxxxxx & Co. LLC $1,149,631,000 X-A Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Sxxxx Incorporated $0 X-A CIBC World Markets Corp. UBS Securities LLC $0 X-A Xxxxxx Dxxxxx Xxxxxxxx, LLC $0 X-A Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx & Co. LLC $114,593,000 48,300,000 A-S Xxxxxxx Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Sxxxx Incorporated $0 A-S CIBC World Markets Corp. UBS Securities LLC $0 A-S Xxxxxx Dxxxxx Xxxxxxxx, LLC $0 A-S Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx & Co. LLC $81,324,000 53,331,000 B Xxxxxxx Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Sxxxx Incorporated $0 B CIBC World Markets Corp. UBS Securities LLC $0 B Xxxxxx Dxxxxx Xxxxxxxx, LLC $0 B Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx & Co. LLC $0 PST Xxxxxxx 37,231,000 C Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Incorporated $0 PST CIBC World Markets Corp. $0 PST Xxxxxx Xxxxxxxx, LLC $0 PST Xxxxxx Xxxxxxx & Co. LLC $68,387,000 C Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Sxxxx Incorporated $0 C CIBC World Markets Corp. UBS Securities LLC $0 C Xxxxxx Dxxxxx Xxxxxxxx, LLC $0 C SCHEDULE I (CONTINUED) Class Designation Initial Aggregate Principal Amount or Notional Amount of Class(1) Approximate Initial Pass-Through Rate(2) Purchase Price(3) A-1 $59,200,000 1.25032,700,000 1.966% 99.9978799.99792% A-2 $295,600,000 2.9166,300,000 3.324% 102.99927102.99668% A-SB $90,400,000 3.58151,500,000 3.626% 102.99449102.99909% A-3 $173,800,000 3.669160,000,000 3.540% 102.99792100.99906% A-4 $160,000,000 3.787313,000,000 3.809% 100.99502% A-5 $256,038,000 4.064% 102.99836102.99597% X-A $1,149,631,000 1.316563,500,000 1.141% 7.803636.96405% A-S $114,593,000 4.38448,300,000 4.114% 102.99687102.99752% B $81,324,000 4.64553,331,000 4.315% 102.99462102.99181% PST $0 N/A N/A C $68,387,000 4.8356137,231,000 4.745% 100.1627697.36087%
Appears in 1 contract
Samples: Underwriting Agreement (Morgan Stanley Capital I Trust 2015-Ubs8)
Allocation of Collateral Support Deficit. The offered certificates represent interests in the issuing entity only and are not interests in or obligations of the depositor, the sponsors, the mortgage loan sellers or any of their respective affiliates, and neither the offered certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency or private insurer. The depositor will not list the offered certificates on any securities exchange or any automated quotation system of any national securities association or the Nasdaq Stock Market. Investing in the certificates offered to you involves risks. See “Risk Factors” beginning on page S-41 S-43 of this free writing prospectus and page 9 of the attached prospectus. Characteristics of the certificates offered to you include: Class Expected Ratings ([REDACTED] ]) Approximate Initial Certificate Principal Balance or Notional Amount Approximate Initial Pass-Pass- Through Rate Pass-Through Rate Description Expected Final Distribution Date Rated Final Distribution Date Class A-1 [REDACTED] $ 59,200,000 33,400,000 % November 2018 February 2047 January 2020 March 2048 Class A-2 [REDACTED] $ 295,600,000 25,000,000 % February 2019 February 2047 January 2020 March 2048 Class A-SB [REDACTED] $ 90,400,000 72,200,000 % October 2023 February 2047 November 2024 March 2048 Class A-3 [REDACTED] $ 173,800,000 205,000,000 % January 2021 February 2047 2025 March 2048 Class A-4 [REDACTED] $ 100,000,000 274,274,000 % December 2023 February 2047 Class A-5 [REDACTED] $ 316,038,000 % January 2024 February 2047 2025 March 2048 Class X-A [REDACTED] $ 1,149,631,000 674,129,000 % Variable January 2024 February 2047 2025 March 2048 Class A-S [REDACTED] $ 114,593,000 64,255,000 % January 2024 February 2047 2025 March 2048 Class B [REDACTED] $ 81,324,000 39,206,000 % January 2024 February 2047 2025 March 2048 Class PST [REDACTED] $ 264,304,000 NAP NAP January 2024 156,825,000 N/A N/A February 2047 2025 March 2048 Class C [REDACTED] $ 68,387,000 53,364,000 % January 2024 February 2047 2025 March 2048 (Explanatory notes to this table begin on page S-7S-7) Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this free writing prospectus or the attached prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Incorporated, CIBC World Markets Corp., Citigroup Global Markets, Inc. and Xxxxxx Xxxxxxxx, LLC, the underwriters, will purchase the certificates offered to you from Xxxxxx Xxxxxxx Capital I Inc. and will offer them to the public in one or more negotiated transactions, or otherwise, at varying prices determined at the time of sale. The offered certificates are offered by the underwriters when, as and if issued by the issuing entity and delivered to and accepted by the underwriters and subject to their right to reject orders in whole or in part. The underwriters expect to deliver the certificates to purchasers on or about February 26, 20142015. Xxxxxx Xxxxxxx CIBC World Markets January Citigroup February , 2014 ANNEX B-1 2015 Xxxxxx Xxxxxxxx FIRST PAGE OF THE STRUCTURAL AND COLLATERAL TERM SHEET FWP MSBAM 20142015-C14 C21 Free Writing Prospectus Structural and Collateral Term Sheet $1,478,625,800 871,249,589 (Approximate Total Mortgage Pool Balance) $1,299,342,000 766,699,000 (Approximate Offered Certificates) Xxxxxx Xxxxxxx Capital I Inc. as Depositor Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC Bank of America, National Association Starwood Mortgage Funding III LLC CIBC Inc. as Sponsors and Mortgage Loan Sellers Commercial Mortgage Pass-Through Certificates Series 20142015-C14 January 23C21 February 9, 2014 2015 XXXXXX XXXXXXX BofA XXXXXXX XXXXX Co-Lead Bookrunning Manager Co-Lead Bookrunning Manager CIBC World Markets Citigroup Xxxxxx Xxxxxxxx Co-Manager Managers STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the SEC (File Number 333-180779) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the depositor or any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 0-000-000-0000 or by email to xxxxxxxxxx@xx.xxx. This is not a research report and was not prepared by any Underwriter’s research department. It was prepared by the Underwriters’ sales, trading, banking or other non-research personnel. This Term Sheet was not intended or written to be used, and it cannot be used by any taxpayer, for the purpose of avoiding penalties that may be imposed on the taxpayer under U.S. federal tax laws. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor. Please see additional important information and qualifications at the end of this Term Sheet. FIRST PAGE OF PRE-PRICING FWP MSBAM 2014-C14 - Underwriting Agreement FREE WRITING PROSPECTUS Filed Pursuant to Rule 433 Registration Statement No. 333-180779-07 January 2914 February 13, 2014 2015 STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the SEC (File Number 333-180779) for the offering to which this free writing prospectus relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 0-000-000-0000 or by e-mail to xxxxxxxxxx@xx.xxx. This free writing prospectus does not contain all information that is required to be included in the prospectus and the prospectus supplement. IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS Any legends, disclaimers or other notices that may appear at the bottom of, or attached to, the email communication to which this material may have been attached are not applicable to these materials and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another email system. $1,299,342,000 766,699,000 (Approximate) Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 20142015-C14 C21 as Issuing Entity Xxxxxx Xxxxxxx Capital I Inc. as Depositor Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC Bank of America, National Association Starwood Mortgage Funding III LLC CIBC Inc. as Sponsors and Mortgage Loan Sellers COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 20142015-C14 C21 This free writing prospectus relates to Xxxxxx Xxxxxxx Capital I Inc.’s offering of Classes X-0A-0, X-0, X-XX, X-0, X-0, A-5, X-AX, A-S, B, PST and C of its Series 20142015-C14 C21 Commercial Mortgage Pass-Through Certificates and clarifies, updates or adds the following information as it relates to (i) the free writing prospectus, dated January 23February 9, 2014 2015 and filed with the Securities and Exchange Commission under accession number 0001539497-1415-000062 000158 (the “Free Writing Prospectus”; capitalized terms not defined herein are used as defined in the Free Writing Prospectus) and (ii) the free writing prospectus also designated as the “Structural and Collateral Term Sheet”, dated January 23February 9, 2014 2015 and filed with the Securities and Exchange Commission under accession number 0001539497-1415-000055 000151 (the “Term Sheet”): Collateral Updates · With respect ), notwithstanding anything in such documents to the mortgaged property identified on Appendix I to the Free Writing Prospectus as AmericasMart representing approximately 9.4% of the initial pool balance, the table attached hereto as Exhibit A is provided in addition to the disclosure on page T-31 of the Term Sheet and page III-9 of the Free Writing Prospectus, in each case under the section entitled “Mortgage Loan No. 1 – AmericasMart”. · With respect to the mortgaged property identified on Appendix I to the Free Writing Prospectus as 000 Xxxx Xxxxxx, securing a mortgage loan representing approximately 9.1% of the initial pool balance: SCHEDULE I Underwriting Agreement, dated as of January 30, 2014 Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2014-C14, Commercial Mortgage Pass-Through Certificates, Series 2014-C14, Class X-0, Xxxxx X-0, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class PST and Class C Underwriters Amount of Offered Certificates to be Purchased Class of Offered Certificates to be Purchased Xxxxxx Xxxxxxx & Co. LLC $59,200,000 A-1 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-1 CIBC World Markets Corp. $0 A-1 Xxxxxx Xxxxxxxx, LLC $0 A-1 Xxxxxx Xxxxxxx & Co. LLC $291,600,000 A-2 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-2 CIBC World Markets Corp. $0 A-2 Xxxxxx Xxxxxxxx, LLC $4,000,000 A-2 Xxxxxx Xxxxxxx & Co. LLC $90,400,000 A-XX Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-SB CIBC World Markets Corp. $0 A-SB Xxxxxx Xxxxxxxx, LLC $0 A-XX Xxxxxx Xxxxxxx & Co. LLC $173,800,000 A-3 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-3 CIBC World Markets Corp. $0 A-3 Xxxxxx Xxxxxxxx, LLC $0 A-3 Xxxxxx Xxxxxxx & Co. LLC $160,000,000 A-4 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-4 CIBC World Markets Corp. $0 A-4 Xxxxxx Xxxxxxx & Co. LLC $256,038,000 A-5 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-5 CIBC World Markets Corp. $0 A-5 Xxxxxx Xxxxxxxx, LLC $0 A-5 Xxxxxx Xxxxxxx & Co. LLC $1,149,631,000 X-A Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 X-A CIBC World Markets Corp. $0 X-A Xxxxxx Xxxxxxxx, LLC $0 X-A Xxxxxx Xxxxxxx & Co. LLC $114,593,000 A-S Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-S CIBC World Markets Corp. $0 A-S Xxxxxx Xxxxxxxx, LLC $0 A-S Xxxxxx Xxxxxxx & Co. LLC $81,324,000 B Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 B CIBC World Markets Corp. $0 B Xxxxxx Xxxxxxxx, LLC $0 B Xxxxxx Xxxxxxx & Co. LLC $0 PST Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 PST CIBC World Markets Corp. $0 PST Xxxxxx Xxxxxxxx, LLC $0 PST Xxxxxx Xxxxxxx & Co. LLC $68,387,000 C Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 C CIBC World Markets Corp. $0 C Xxxxxx Xxxxxxxx, LLC $0 C SCHEDULE I (CONTINUED) Class Designation Initial Aggregate Principal Amount or Notional Amount of Class(1) Approximate Initial Pass-Through Rate(2) Purchase Price(3) A-1 $59,200,000 1.250% 99.99787% A-2 $295,600,000 2.916% 102.99927% A-SB $90,400,000 3.581% 102.99449% A-3 $173,800,000 3.669% 102.99792% A-4 $160,000,000 3.787% 100.99502% A-5 $256,038,000 4.064% 102.99836% X-A $1,149,631,000 1.316% 7.80363% A-S $114,593,000 4.384% 102.99687% B $81,324,000 4.645% 102.99462% PST $0 N/A N/A C $68,387,000 4.83561% 100.16276%contrary:
Appears in 1 contract
Samples: Underwriting Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C21)
Allocation of Collateral Support Deficit. The offered certificates represent interests in the issuing entity only and are not interests in or obligations of the depositor, the sponsors, the mortgage loan sellers or any of their respective affiliates, and neither the offered certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency or private insurer. The depositor will not list the offered certificates on any securities exchange or any automated quotation system of any national securities association or the Nasdaq Stock Market. ______________________ Investing in the certificates offered to you involves risks. See “Risk Factors” beginning on page S-41 S-39 of this free writing prospectus and page 9 13 of the attached prospectus. ______________________ Characteristics of the certificates offered to you include: Class Expected Ratings [REDACTED] Approximate Initial Certificate Principal Balance or Notional Amount Approximate Initial Pass-Through Rate Pass-Through Rate Description Expected Final Distribution Date Rated Final Distribution Date Class A-1 [REDACTED] $ 59,200,000 85,448,000 % November 2018 February 2047 Fixed June 2016 July 2049 Class A-2 [REDACTED] $ 295,600,000 $448,881,000 % February 2019 February 2047 Class A-SB [REDACTED] $ 90,400,000 % October 2023 February 2047 Fixed September 2016 July 2049 Class A-3 [REDACTED] $ 173,800,000 $219,010,000 % January Fixed June 2021 February 2047 July 2049 Class A-4 [REDACTED] $ 100,000,000 $291,053,000 % December 2023 February 2047 Class A-5 [REDACTED] $ 316,038,000 % January 2024 February 2047 Class X-A [REDACTED] $ 1,149,631,000 % Variable January 2024 February 2047 Class A-S [REDACTED] $ 114,593,000 % January 2024 February 2047 Class B [REDACTED] $ 81,324,000 % January 2024 February 2047 Class PST [REDACTED] $ 264,304,000 NAP NAP January 2024 February 2047 Class C [REDACTED] $ 68,387,000 % January 2024 February 2047 Fixed July 2021 July 2049 ________________________________________ (Explanatory notes to this table begin on page S-7S-7) ______________________ Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this free writing prospectus or the attached prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Xxxxxx Xxxxxxx ______________________ Mxxxxx Sxxxxxx & Co. LLCLLC and Mxxxxxx Lxxxx, Xxxxxxx Lynch, Pierce, Pxxxxx Xxxxxx & Xxxxx Incorporated and CIBC World Markets Corp.Sxxxx Incorporated, the underwriters, will purchase the certificates offered to you from Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx Capital I Inc. and will offer them to the public in one or more negotiated transactions, or otherwise, at varying prices determined at the time of sale. The offered certificates are offered by the underwriters when, as and if issued by the issuing entity and delivered to and accepted by the underwriters and subject to their right to reject orders in whole or in part. The underwriters expect to deliver the certificates to purchasers on or about February October , 20142011. Xxxxxx Xxxxxxx CIBC World Markets January ______________________ Mxxxxx Sxxxxxx September , 2014 2011 ANNEX B-1 B FIRST PAGE PAGES OF THE STRUCTURAL AND COLLATERAL TERM SHEET EACH ADDITIONAL FWP MSBAM 2014-C14 Free Writing Prospectus Structural and Collateral Term Sheet $1,478,625,800 (Approximate Total Mortgage Pool Balance) $1,299,342,000 (Approximate Offered Certificates) Xxxxxx Xxxxxxx Capital I Inc. as Depositor Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC Bank of America, National Association CIBC Inc. as Sponsors and Mortgage Loan Sellers Commercial Mortgage Pass-Through Certificates Series 2014-C14 January 23, 2014 XXXXXX XXXXXXX BofA XXXXXXX XXXXX Co-Lead Bookrunning Manager Co-Lead Bookrunning Manager CIBC World Markets Co-Manager STATEMENT REGARDING THIS ISSUER FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the SEC (File Number 333-180779) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the depositor or any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 0-000-000-0000 or by email to xxxxxxxxxx@xx.xxx. This is not a research report and was not prepared by any Underwriter’s research department. It was prepared by the Underwriters’ sales, trading, banking or other non-research personnel. This Term Sheet was not intended or written to be used, and it cannot be used by any taxpayer, for the purpose of avoiding penalties that may be imposed on the taxpayer under U.S. federal tax laws. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor. Please see additional important information and qualifications at the end of this Term Sheet. FIRST PAGE OF PRE-PRICING FWP MSBAM 2014-C14 - Underwriting Agreement FREE WRITING PROSPECTUS Filed Pursuant to Rule 433 Registration Statement No. 333-180779-07 January 29, 2014 STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the SEC (File Number 333-180779) for the offering to which this free writing prospectus relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 0-000-000-0000 or by e-mail to xxxxxxxxxx@xx.xxx. This free writing prospectus does not contain all information that is required to be included in the prospectus and the prospectus supplement. IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS Any legends, disclaimers or other notices that may appear at the bottom of, or attached to, the email communication to which this material may have been attached are not applicable to these materials and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another email system. $1,299,342,000 (Approximate) Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2014-C14 as Issuing Entity Xxxxxx Xxxxxxx Capital I Inc. as Depositor Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC Bank of America, National Association CIBC Inc. as Sponsors and Mortgage Loan Sellers COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2014-C14 This free writing prospectus relates to Xxxxxx Xxxxxxx Capital I Inc.’s offering of Classes X-0, X-0, X-XX, X-0, X-0, A-5, X-A, A-S, B, PST and C of its Series 2014-C14 Commercial Mortgage Pass-Through Certificates and clarifies, updates or adds the following information as it relates to (i) the free writing prospectus, dated January 23, 2014 and filed with the Securities and Exchange Commission under accession number 0001539497-14-000062 (the “Free Writing Prospectus”; capitalized terms not defined herein are used as defined in the Free Writing Prospectus) and (ii) the free writing prospectus also designated as the “Structural and Collateral Term Sheet”, dated January 23, 2014 and filed with the Securities and Exchange Commission under accession number 0001539497-14-000055 (the “Term Sheet”): Collateral Updates · With respect to the mortgaged property identified on Appendix I to the Free Writing Prospectus as AmericasMart representing approximately 9.4% of the initial pool balance, the table attached hereto as Exhibit A is provided in addition to the disclosure on page T-31 of the Term Sheet and page III-9 of the Free Writing Prospectus, in each case under the section entitled “Mortgage Loan No. 1 – AmericasMart”. · With respect to the mortgaged property identified on Appendix I to the Free Writing Prospectus as 000 Xxxx Xxxxxx, securing a mortgage loan representing approximately 9.1% of the initial pool balance: SCHEDULE I Underwriting Agreement, dated as of January 30, 2014 Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2014-C14, Commercial Mortgage Pass-Through Certificates, Series 2014-C14, Class X-0, Xxxxx X-0, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class PST and Class C Underwriters Amount of Offered Certificates to be Purchased Class of Offered Certificates to be Purchased Xxxxxx Xxxxxxx & Co. LLC $59,200,000 A-1 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-1 CIBC World Markets Corp. $0 A-1 Xxxxxx Xxxxxxxx, LLC $0 A-1 Xxxxxx Xxxxxxx & Co. LLC $291,600,000 A-2 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-2 CIBC World Markets Corp. $0 A-2 Xxxxxx Xxxxxxxx, LLC $4,000,000 A-2 Xxxxxx Xxxxxxx & Co. LLC $90,400,000 A-XX Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-SB CIBC World Markets Corp. $0 A-SB Xxxxxx Xxxxxxxx, LLC $0 A-XX Xxxxxx Xxxxxxx & Co. LLC $173,800,000 A-3 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-3 CIBC World Markets Corp. $0 A-3 Xxxxxx Xxxxxxxx, LLC $0 A-3 Xxxxxx Xxxxxxx & Co. LLC $160,000,000 A-4 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-4 CIBC World Markets Corp. $0 A-4 Xxxxxx Xxxxxxx & Co. LLC $256,038,000 A-5 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-5 CIBC World Markets Corp. $0 A-5 Xxxxxx Xxxxxxxx, LLC $0 A-5 Xxxxxx Xxxxxxx & Co. LLC $1,149,631,000 X-A Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 X-A CIBC World Markets Corp. $0 X-A Xxxxxx Xxxxxxxx, LLC $0 X-A Xxxxxx Xxxxxxx & Co. LLC $114,593,000 A-S Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 A-S CIBC World Markets Corp. $0 A-S Xxxxxx Xxxxxxxx, LLC $0 A-S Xxxxxx Xxxxxxx & Co. LLC $81,324,000 B Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 B CIBC World Markets Corp. $0 B Xxxxxx Xxxxxxxx, LLC $0 B Xxxxxx Xxxxxxx & Co. LLC $0 PST Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 PST CIBC World Markets Corp. $0 PST Xxxxxx Xxxxxxxx, LLC $0 PST Xxxxxx Xxxxxxx & Co. LLC $68,387,000 C Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $0 C CIBC World Markets Corp. $0 C Xxxxxx Xxxxxxxx, LLC $0 C SCHEDULE I (CONTINUED) Class Designation Initial Aggregate Principal Amount or Notional Amount of Class(1) Approximate Initial Pass-Through Rate(2) Purchase Price(3) A-1 $59,200,000 1.250% 99.99787% A-2 $295,600,000 2.916% 102.99927% A-SB $90,400,000 3.581% 102.99449% A-3 $173,800,000 3.669% 102.99792% A-4 $160,000,000 3.787% 100.99502% A-5 $256,038,000 4.064% 102.99836% X-A $1,149,631,000 1.316% 7.80363% A-S $114,593,000 4.384% 102.99687% B $81,324,000 4.645% 102.99462% PST $0 N/A N/A C $68,387,000 4.83561% 100.16276%PROSPECTUS
Appears in 1 contract
Samples: Underwriting Agreement (Morgan Stanley Capital I Trust 2011-C3)
Allocation of Collateral Support Deficit. The offered certificates represent interests in the issuing entity only and are not interests in or obligations of the depositor, the sponsors, the mortgage loan sellers or any of their respective affiliates, and neither the offered certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency or private insurer. The depositor will not list the offered certificates on any securities exchange or any automated quotation system of any national securities association or the Nasdaq Stock Market. Investing in the certificates offered to you involves risks. See “Risk Factors” beginning on page S-41 of this free writing prospectus and page 9 of the attached prospectus. Characteristics of the certificates offered to you include: Class Expected Ratings ([REDACTED] ]) Approximate Initial Certificate Principal Balance or Notional Amount Approximate Initial Pass-Pass- Through Rate Pass-Through Rate Description Expected Final Distribution Date Rated Final Distribution Date Class A-1 [REDACTED] $ 59,200,000 36,700,000 % November 2018 February 2047 [_____] September 2020 October 2048 Class A-2 [REDACTED] $ 295,600,000 14,800,000 % February 2019 February 2047 [_____] October 2020 October 2048 Class A-SB [REDACTED] $ 90,400,000 59,800,000 % [_____] March 2025 October 2023 February 2047 2048 Class A-3 [REDACTED] $ 173,800,000 100,000,000 % [_____] January 2021 February 2047 2024 October 2048 Class A-4 [REDACTED] $ 100,000,000 215,000,000 % December 2023 February 2047 [_____] August 2025 October 2048 Class A-5 [REDACTED] $ 316,038,000 307,418,000 % January 2024 February 2047 [_____] September 2025 October 2048 Class X-A [REDACTED] $ 1,149,631,000 733,718,000 % Variable January 2024 February 2047 September 2025 October 2048 Class A-S [REDACTED] $ 114,593,000 77,302,000 % January 2024 February 2047 [_____] September 2025 October 2048 Class B [REDACTED] $ 81,324,000 48,478,000 % January 2024 February 2047 Class PST [REDACTED_____] $ 264,304,000 NAP NAP January 2024 February 2047 October 2025 October 2048 Class C [REDACTED] $ 68,387,000 44,547,000 % January 2024 February 2047 [_____] October 2025 October 2048 (Explanatory notes to this table begin on page S-7S-7) Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this free writing prospectus or the attached prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx & Co. LLC, Xxxxxxx Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Incorporated and Sxxxx Incorporated, CIBC World Markets Corp.Corp. and Dxxxxx Xxxxxxxx, LLC, the underwriters, will purchase the certificates offered to you from Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx Capital I Inc. and will offer them to the public in one or more negotiated transactions, or otherwise, at varying prices determined at the time of sale. The offered certificates are offered by the underwriters when, as and if issued by the issuing entity and delivered to and accepted by the underwriters and subject to their right to reject orders in whole or in part. The underwriters expect to deliver the certificates to purchasers on or about February November 12, 20142015. Xxxxxx Xxxxxxx CIBC World Markets January Dxxxxx Xxxxxxxx October , 2014 2015 ANNEX B-1 B FIRST PAGE OF THE STRUCTURAL AND COLLATERAL TERM SHEET FWP MSBAM 20142015-C14 C26 Free Writing Prospectus Structural and Collateral Term Sheet $1,478,625,800 1,048,168,904 (Approximate Total Mortgage Pool Balance) $1,299,342,000 904,045,000 (Approximate Offered Certificates) Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx Capital I Inc. as Depositor Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC Bank of America, National Association CIBC Inc. Starwood Mortgage Funding III LLC as Sponsors and Mortgage Loan Sellers Commercial Mortgage Pass-Through Certificates Series 20142015-C14 January 23C26 October 22, 2014 XXXXXX XXXXXXX 2015 MXXXXX SXXXXXX BofA XXXXXXX XXXXX Co-Lead Bookrunning Manager MXXXXXX LXXXX Co-Lead Bookrunning Manager CIBC World Markets Co-Lead Bookrunning Manager Dxxxxx Xxxxxxxx Co-Managers STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the SEC (File Number 333-180779) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX EXXXX on the SEC web site at xxx.xxx.xxxwxx.xxx.xxx. Alternatively, the depositor or any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 01-000-000-0000 or by email to xxxxxxxxxx@xx.xxxpxxxxxxxxx@xx.xxx. This is not a research report and was not prepared by any Underwriter’s research department. It was prepared by the Underwriters’ sales, trading, banking or other non-research personnel. This Term Sheet was not intended or written to be used, and it cannot be used by any taxpayer, for the purpose of avoiding penalties that may be imposed on the taxpayer under U.S. federal tax laws. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisordepartments. Please see additional important information and qualifications at the end of this Term Sheet. FIRST PAGE OF PRE-PRICING FWP MSBAM 2014-C14 - Underwriting Agreement FREE WRITING PROSPECTUS Filed Pursuant to Rule 433 Registration Statement No. 333-180779-07 January 29, 2014 STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the SEC (File Number 333-180779) for the offering to which this free writing prospectus relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 0-000-000-0000 or by e-mail to xxxxxxxxxx@xx.xxx. This free writing prospectus does not contain all information that is required to be included in the prospectus and the prospectus supplement. IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS Any legends, disclaimers or other notices that may appear at the bottom of, or attached to, the email communication to which this material may have been attached are not applicable to these materials and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another email system. $1,299,342,000 (Approximate) Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2014-C14 as Issuing Entity Xxxxxx Xxxxxxx Capital I Inc. as Depositor Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC Bank of America, National Association CIBC Inc. as Sponsors and Mortgage Loan Sellers COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2014-C14 This free writing prospectus relates to Xxxxxx Xxxxxxx Capital I Inc.’s offering of Classes X-0, X-0, X-XX, X-0, X-0, A-5, X-A, A-S, B, PST and C of its Series 2014-C14 Commercial Mortgage Pass-Through Certificates and clarifies, updates or adds the following information as it relates to (i) the free writing prospectus, dated January 23, 2014 and filed with the Securities and Exchange Commission under accession number 0001539497-14-000062 (the “Free Writing Prospectus”; capitalized terms not defined herein are used as defined in the Free Writing Prospectus) and (ii) the free writing prospectus also designated as the “Structural and Collateral Term Sheet”, dated January 23, 2014 and filed with the Securities and Exchange Commission under accession number 0001539497-14-000055 (the “Term Sheet”): Collateral Updates · With respect to the mortgaged property identified on Appendix I to the Free Writing Prospectus as AmericasMart representing approximately 9.4% of the initial pool balance, the table attached hereto as Exhibit A is provided in addition to the disclosure on page T-31 of the Term Sheet and page III-9 of the Free Writing Prospectus, in each case under the section entitled “Mortgage Loan No. 1 – AmericasMart”. · With respect to the mortgaged property identified on Appendix I to the Free Writing Prospectus as 000 Xxxx Xxxxxx, securing a mortgage loan representing approximately 9.1% of the initial pool balance: SCHEDULE I Underwriting Agreement, dated as of January 30October 28, 2014 Xxxxxx Xxxxxxx 2015 Mxxxxx Sxxxxxx Bank of America Xxxxxxx Xxxxx Mxxxxxx Lxxxx Trust 20142015-C14C26, Commercial Mortgage Pass-Through Certificates, Series 20142015-C14C26, Class X-0A-0, Xxxxx X-0, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class PST B and Class C Underwriters Amount of Offered Certificates to be Purchased Class of Offered Certificates to be Purchased Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx & Co. LLC $59,200,000 36,700,000 A-1 Xxxxxxx Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Sxxxx Incorporated $0 A-1 CIBC World Markets Corp. $0 A-1 Xxxxxx Dxxxxx Xxxxxxxx, LLC $0 A-1 Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx & Co. LLC $291,600,000 14,800,000 A-2 Xxxxxxx Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Sxxxx Incorporated $0 A-2 CIBC World Markets Corp. $0 A-2 Xxxxxx Dxxxxx Xxxxxxxx, LLC $4,000,000 0 A-2 Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx & Co. LLC $90,400,000 59,800,000 A-XX SX Xxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Sxxxx Incorporated $0 A-SB CIBC World Markets Corp. $0 A-SB Xxxxxx Dxxxxx Xxxxxxxx, LLC $0 A-XX SX Xxxxxx Xxxxxxx & Co. LLC $173,800,000 100,000,000 A-3 Xxxxxxx Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Sxxxx Incorporated $0 A-3 CIBC World Markets Corp. $0 A-3 Xxxxxx Dxxxxx Xxxxxxxx, LLC $0 A-3 Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx & Co. LLC $160,000,000 215,000,000 A-4 Xxxxxxx Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Sxxxx Incorporated $0 A-4 CIBC World Markets Corp. $0 A-4 Xxxxxx Xxxxxxx Dxxxxx Xxxxxxxx, LLC $0 A-4 Mxxxxx Sxxxxxx & Co. LLC $256,038,000 307,418,000 A-5 Xxxxxxx Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Sxxxx Incorporated $0 A-5 CIBC World Markets Corp. $0 A-5 Xxxxxx Dxxxxx Xxxxxxxx, LLC $0 A-5 Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx & Co. LLC $1,149,631,000 733,718,000 X-A Xxxxxxx Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Sxxxx Incorporated $0 X-A CIBC World Markets Corp. $0 X-A Xxxxxx Dxxxxx Xxxxxxxx, LLC $0 X-A Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx & Co. LLC $114,593,000 77,302,000 A-S Xxxxxxx Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Sxxxx Incorporated $0 A-S CIBC World Markets Corp. $0 A-S Xxxxxx Dxxxxx Xxxxxxxx, LLC $0 A-S Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx & Co. LLC $81,324,000 48,478,000 B Xxxxxxx Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Sxxxx Incorporated $0 B CIBC World Markets Corp. $0 B Xxxxxx Dxxxxx Xxxxxxxx, LLC $0 B Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx & Co. LLC $0 PST Xxxxxxx 44,547,000 C Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Incorporated $0 PST CIBC World Markets Corp. $0 PST Xxxxxx Xxxxxxxx, LLC $0 PST Xxxxxx Xxxxxxx & Co. LLC $68,387,000 C Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Sxxxx Incorporated $0 C CIBC World Markets Corp. $0 C Xxxxxx Dxxxxx Xxxxxxxx, LLC $0 C SCHEDULE I (CONTINUED) Class Designation Initial Aggregate Principal Amount or Notional Amount of Class(1) Approximate Initial Pass-Through Rate(2) Purchase Price(3) A-1 $59,200,000 1.25036,700,000 1.591% 99.9978799.99755% A-2 $295,600,000 2.91614,800,000 2.885% 102.99927102.99587% A-SB $90,400,000 3.58159,800,000 3.323% 102.99449102.99674% A-3 $173,800,000 3.669100,000,000 3.211% 102.99792100.99462% A-4 $160,000,000 3.787215,000,000 3.252% 100.99502100.99485% A-5 $256,038,000 4.064307,418,000 3.531% 102.99836102.99739% X-A $1,149,631,000 1.316733,718,000 1.133% 7.803637.96343% A-S $114,593,000 4.38477,302,000 3.885% 102.99687102.99368% B $81,324,000 4.64548,478,000 4.090% 102.99462102.99705% PST $0 N/A N/A C $68,387,000 4.8356144,547,000 4.411% 100.1627699.62117%
Appears in 1 contract
Samples: Underwriting Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C26)
