STATEMENT REGARDING ASSUMPTIONS AS TO SECURITIES. PRICING ESTIMATES AND OTHER INFORMATION This material is for your information, and none of Deutsche Bank Securities Inc., Cantor Xxxxxxxxxx & Co., Natixis Securities Americas LLC, Citigroup Global Markets Inc., Nomura Securities International, Inc., or any other underwriter (the “Underwriters”) are soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. Neither this document nor anything contained herein shall form the basis for any contract or commitment whatsoever. The information contained herein is preliminary as of the date hereof. These materials are subject to change, completion or amendment from time to time. The information contained herein will be superseded by similar information delivered to you as part of the offering document relating to the COMM 2014-LC17 Mortgage Trust Commercial Mortgage Pass-Through Certificates (the “Offering Document”). The information contained herein supersedes any such information previously delivered and should be reviewed only in conjunction with the entire Offering Document. All of the information contained herein is subject to the same limitations and qualifications contained in the Offering Document. The information contained herein does not contain all relevant information relating to the underlying mortgage loans or mortgaged properties. Such information is described elsewhere in the Offering Document. The information contained herein will be more fully described elsewhere in the Offering Document. The information contained herein should not be viewed as projections, forecasts, predictions or opinions with respect to value. Prior to making any investment decision, prospective investors are strongly urged to read the Offering Document its entirety. 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 is truthful or complete. Any representation to the contrary is a criminal offense. The attached information contains certain tables and other statistical analyses (the “Computational Materials”) which have been prepared in reliance upon information furnished by the Mortgage Loan Sellers. Numerous assumptions were used in preparing the Computational Materials, which may or may not be reflected herein. As such, no assurance can be given as to the Computational Materials’ accuracy, appropriateness or completeness in any particular context; or as to whether the Computational Materials and/or the assumptions upon which they are based reflect present market conditions or future market performance. The Computational Materials should not be construed as either projections or predictions or as legal, tax, financial or accounting advice. You should consult your own counsel, accountant and other advisors as to the legal, tax, business, financial and related aspects of a purchase of these securities. Any weighted average lives, yields and principal payment periods shown in the Computational Materials are based on prepayment and/or loss assumptions, and changes in such prepayment and/or loss assumptions may dramatically affect such weighted average lives, yields and principal payment periods. In addition, it is possible that prepayments or losses on the underlying assets will occur at rates higher or lower than the rates shown in the attached Computational Materials. The specific characteristics of the securities may differ from those shown in the Computational Materials due to differences between the final underlying assets and the preliminary underlying assets used in preparing the Computational Materials. The principal amount and designation of any security described in the Computational Materials are subject to change prior to issuance. None of Underwriters or any of their respective affiliates makes any representation or warranty as to the actual rate or timing of payments or losses on any of the underlying assets or the payments or yield on the securities. This document contains forward-looking statements. Those statements are subject to certain risks and uncertainties that could cause the success of collections and the actual cash flow generated to differ materially from the information set forth herein. While such information reflects projections prepared in good faith based upon methods and data that are believed to be reasonable and accurate as of the dates thereof, the issuer undertakes no obligation to revise these forward-looking statements to reflect subsequent events or circumstances. Individuals should not place undue reliance on forward-looking statements and are advised to make their own independent analysis and determination with respect to the forecasted periods, which reflect the issuer’s view only as of the date hereof. IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS Any legends, disclaimers or other notices that may appear at the bottom of the email communication to which this free writing prospectus is attached relating to (1) these materials not constituting an offer (or a solicitation of an offer), (2) no representation being made that these materials are accurate or complete and may not be updated or (3) these materials possibly being confidential, 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 system. (Approximate Offered Certificates) Ladder Capital Finance LLC German American Capital Corporation Cantor Commercial Real Estate Lending, L.P. Natixis Real Estate Capital LLC Silverpeak Real Estate Finance LLC Sponsors and Mortgage Loan Sellers The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (File No. 333-193376) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the Securities and Exchange Commission 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 website at xxx.xxx.xxx. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: xxxxxxxxxx.xxxx@xx.xxx. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. FREE WRITING PROSPECTUS Filed Pursuant to Rule 433 Registration Statement No. 333-193376-11 September 18, 2014 The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (File No. 333-193376) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the Securities and Exchange Commission 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 Securities and Exchange Commission website at xxx.xxx.xxx. Alternatively, the depositor, Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send to you the prospectus if you request it by calling toll-free 1-800-503-4611 or by emailing xxxxxxxxxx.xxxx@xx.xxx. This free writing prospectus does not contain all information that is required to be included in the prospectus and the prospectus supplement. Any legends, disclaimers or other notices that may appear at the bottom of, or attached to, the email communication to which these materials are attached relating to (1) these materials not constituting an offer (or a solicitation of an offer), (2) no representation being made that these materials are accurate or complete and may not be updated or (3) these materials possibly being confidential, 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. This Supplement No. 1 to Free Writing Prospectus, dated September 18, 2014, relates to the offering of COMM 2014-LC17 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Class X-0, Xxxxx X-0, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class A-M, Class B, Class PEZ and Class C (collectively, the “Offered Certificates”) and clarifies, updates or adds the following information as it relates to (i) the free writing prospectus, dated September 15, 2014 and filed with the Securities and Exchange Commission under accession number 0001539497-14-001103 (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 September 15, 2014 and filed with the Securities and Exchange Commission under accession number 0001539497-14-001101 (the “Term Sheet”):
Appears in 2 contracts
Samples: Underwriting Agreement (COMM 2014-Lc17 Mortgage Trust), Underwriting Agreement (COMM 2014-Lc17 Mortgage Trust)
STATEMENT REGARDING ASSUMPTIONS AS TO SECURITIES. PRICING ESTIMATES AND OTHER INFORMATION This material is for your information, and none of Deutsche Bank Securities Inc., Cantor Xxxxxxxxxx Fxxxxxxxxx & Co., Natixis Securities Americas LLCJxxxxxxxx LLC and CastleOak Securities, Citigroup Global Markets Inc., Nomura Securities International, Inc., L.P. or any other underwriter (the “Underwriters”) are soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. Neither this document nor anything contained herein shall form the basis for any contract or commitment whatsoever. The information contained herein is preliminary as of the date hereof. These materials are subject to change, completion or amendment from time to time. The information contained herein will be superseded by similar information delivered to you as part of the offering document relating to the COMM 20142015-LC17 CCRE26 Mortgage Trust Commercial Mortgage Pass-Through Certificates (the “Offering Document”). The information contained herein supersedes any such information previously delivered and should be reviewed only in conjunction with the entire Offering Document. All of the information contained herein is subject to the same limitations and qualifications contained in the Offering Document. The information contained herein does not contain all relevant information relating to the underlying mortgage loans or mortgaged properties. Such information is described elsewhere in the Offering Document. The information contained herein will be more fully described elsewhere in the Offering Document. The information contained herein should not be viewed as projections, forecasts, predictions or opinions with respect to value. Prior to making any investment decision, prospective investors are strongly urged to read the Offering Document its entirety. 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 is truthful or complete. Any representation to the contrary is a criminal offense. The attached information contains certain tables and other statistical analyses (the “Computational Materials”) which have been prepared in reliance upon information furnished by the Mortgage Loan Sellers. Numerous assumptions were used in preparing the Computational Materials, which may or may not be reflected herein. As such, no assurance can be given as to the Computational Materials’ accuracy, appropriateness or completeness in any particular context; or as to whether the Computational Materials and/or the assumptions upon which they are based reflect present market conditions or future market performance. The Computational Materials should not be construed as either projections or predictions or as legal, tax, financial or accounting advice. You should consult your own counsel, accountant and other advisors as to the legal, tax, business, financial and related aspects of a purchase of these securities. Any weighted average lives, yields and principal payment periods shown in the Computational Materials are based on prepayment and/or loss assumptions, and changes in such prepayment and/or loss assumptions may dramatically affect such weighted average lives, yields and principal payment periods. In addition, it is possible that prepayments or losses on the underlying assets will occur at rates higher or lower than the rates shown in the attached Computational Materials. The specific characteristics of the securities may differ from those shown in the Computational Materials due to differences between the final underlying assets and the preliminary underlying assets used in preparing the Computational Materials. The principal amount and designation of any security described in the Computational Materials are subject to change prior to issuance. None of Underwriters or any of their respective affiliates makes any representation or warranty as to the actual rate or timing of payments or losses on any of the underlying assets or the payments or yield on the securities. This document contains forward-looking statements. Those statements are subject to certain risks and uncertainties that could cause the success of collections and the actual cash flow generated to differ materially from the information set forth herein. While such information reflects projections prepared in good faith based upon methods and data that are believed to be reasonable and accurate as of the dates thereof, the issuer depositor undertakes no obligation to revise these forward-looking statements to reflect subsequent events or circumstances. Individuals should not place undue reliance on forward-looking statements and are advised to make their own independent analysis and determination with respect to the forecasted periods, which reflect the issuer’s view only as of the date hereof. IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS Any legends, disclaimers or other notices that may appear at the bottom of the email communication to which this free writing prospectus is attached relating to (1) these materials not constituting an offer (or a solicitation of an offer), (2) no representation being made that these materials are accurate or complete and may not be updated or (3) these materials possibly being confidential, 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 system. (Approximate Offered Certificates) Ladder Capital Finance LLC German American Capital Corporation Cantor Commercial Real Estate Lending, L.P. Natixis Real Estate Capital LLC Silverpeak Real Estate Finance LLC Sponsors and Mortgage Loan Sellers The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (File No. 333-193376) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the Securities and Exchange Commission 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 website at xxx.xxx.xxxwxx.xxx.xxx. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: xxxxxxxxxx.xxxx@xx.xxxpxxxxxxxxx.xxxx@xx.xxx. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. FREE WRITING PROSPECTUS Filed Pursuant to Rule 433 Registration Statement No. 333-193376-11 September 18, 2014 The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (File No. 333-193376) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the Securities and Exchange Commission 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 Securities and Exchange Commission website at xxx.xxx.xxx. Alternatively, the depositor, Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send to you the prospectus if you request it by calling toll-free 1-800-503-4611 or by emailing xxxxxxxxxx.xxxx@xx.xxx. This free writing prospectus does not contain all information that is required to be included in the prospectus and the prospectus supplement. Any legends, disclaimers or other notices that may appear at the bottom of, or attached to, the email communication to which these materials are attached relating to (1) these materials not constituting an offer (or a solicitation of an offer), (2) no representation being made that these materials are accurate or complete and may not be updated or (3) these materials possibly being confidential, 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. This Supplement No. 1 to Free Writing Prospectus, dated September 18, 2014, relates to the offering of COMM 2014-LC17 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Class X-0, Xxxxx X-0, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class A-M, Class B, Class PEZ and Class C (collectively, the “Offered Certificates”) and clarifies, updates or adds the following information as it relates to (i) the free writing prospectus, dated September 15, 2014 and filed with the Securities and Exchange Commission under accession number 0001539497-14-001103 (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 September 15, 2014 and filed with the Securities and Exchange Commission under accession number 0001539497-14-001101 (the “Term Sheet”):.
Appears in 2 contracts
Samples: Underwriting Agreement (COMM 2015-Ccre26 Mortgage Trust), Underwriting Agreement (COMM 2015-Ccre26 Mortgage Trust)
STATEMENT REGARDING ASSUMPTIONS AS TO SECURITIES. PRICING ESTIMATES AND OTHER INFORMATION This material is for your information, and none of Deutsche Bank Securities Inc., UBS Securities LLC, Cantor Xxxxxxxxxx & Co., Natixis Securities Americas CastleOak Securities, L.P., Xxxxxx Xxxxxxxx, LLC, Citigroup Global Guggenheim Securities, LLC and KeyBanc Capital Markets Inc., Nomura Securities International, Inc., or any other underwriter (the “Underwriters”) are soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. Neither this document nor anything contained herein shall form the basis for any contract or commitment whatsoever. The information contained herein is preliminary as of the date hereof. These materials are subject to change, completion or amendment from time to time. The information contained herein will be superseded by similar information delivered to you as part of the offering document relating to the COMM 2014-LC17 UBS4 Mortgage Trust Commercial Mortgage Pass-Through Certificates (the “Offering Document”). The information contained herein supersedes any such information previously delivered and should be reviewed only in conjunction with the entire Offering Document. All of the information contained herein is subject to the same limitations and qualifications contained in the Offering Document. The information contained herein does not contain all relevant information relating to the underlying mortgage loans or mortgaged properties. Such information is described elsewhere in the Offering Document. The information contained herein will be more fully described elsewhere in the Offering Document. The information contained herein should not be viewed as projections, forecasts, predictions or opinions with respect to value. Prior to making any investment decision, prospective investors are strongly urged to read the Offering Document its entirety. 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 is truthful or complete. Any representation to the contrary is a criminal offense. The attached information contains certain tables and other statistical analyses (the “Computational Materials”) which have been prepared in reliance upon information furnished by the Mortgage Loan SellersUBS Real Estate Securities Inc., German American Capital Corporation, Cantor Commercial Real Estate Lending, L.P., KeyBank National Association, The Bancorp Bank and Pillar Funding, LLC. Numerous assumptions were used in preparing the Computational Materials, which may or may not be reflected herein. As such, no assurance can be given as to the Computational Materials’ accuracy, appropriateness or completeness in any particular context; or as to whether the Computational Materials and/or the assumptions upon which they are based reflect present market conditions or future market performance. The Computational Materials should not be construed as either projections or predictions or as legal, tax, financial or accounting advice. You should consult your own counsel, accountant and other advisors as to the legal, tax, business, financial and related aspects of a purchase of these securities. Any weighted average lives, yields and principal payment periods shown in the Computational Materials are based on prepayment and/or loss assumptions, and changes in such prepayment and/or loss assumptions may dramatically affect such weighted average lives, yields and principal payment periods. In addition, it is possible that prepayments or losses on the underlying assets will occur at rates higher or lower than the rates shown in the attached Computational Materials. The specific characteristics of the securities may differ from those shown in the Computational Materials due to differences between the final underlying assets and the preliminary underlying assets used in preparing the Computational Materials. The principal amount and designation of any security described in the Computational Materials are subject to change prior to issuance. None of Underwriters or any of their respective affiliates makes any representation or warranty as to the actual rate or timing of payments or losses on any of the underlying assets or the payments or yield on the securities. This document contains forward-looking statements. Those statements are subject to certain risks and uncertainties that could cause the success of collections and the actual cash flow generated to differ materially from the information set forth herein. While such information reflects projections prepared in good faith based upon methods and data that are believed to be reasonable and accurate as of the dates thereof, the issuer depositor undertakes no obligation to revise these forward-looking statements to reflect subsequent events or circumstances. Individuals should not place undue reliance on forward-looking statements and are advised to make their own independent analysis and determination with respect to the forecasted periods, which reflect the issuer’s view only as of the date hereof. IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS Any legends, disclaimers or other notices that may appear at the bottom of the email communication to which this free writing prospectus is attached relating to (1) these materials not constituting an offer (or a solicitation of an offer), (2) no representation being made that these materials are accurate or complete and may not be updated or (3) these materials possibly being confidential, 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 system. (Approximate Offered Certificates) Ladder Capital Finance LLC German American Capital Corporation Cantor Commercial Real Estate Lending, L.P. Natixis Real Estate Capital LLC Silverpeak Real Estate Finance LLC Sponsors and Mortgage Loan Sellers The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (File No. 333-193376) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the Securities and Exchange Commission 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 website at xxx.xxx.xxx. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: xxxxxxxxxx.xxxx@xx.xxx. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. FREE WRITING PROSPECTUS Filed Pursuant to Rule 433 Registration Statement No. 333-193376-11 September 18, 2014 The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (File No. 333-193376) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the Securities and Exchange Commission 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 Securities and Exchange Commission website at xxx.xxx.xxx. Alternatively, the depositor, Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send to you the prospectus if you request it by calling toll-free 1-800-503-4611 or by emailing xxxxxxxxxx.xxxx@xx.xxx. This free writing prospectus does not contain all information that is required to be included in the prospectus and the prospectus supplement. Any legends, disclaimers or other notices that may appear at the bottom of, or attached to, the email communication to which these materials are attached relating to (1) these materials not constituting an offer (or a solicitation of an offer), (2) no representation being made that these materials are accurate or complete and may not be updated or (3) these materials possibly being confidential, 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. This Supplement No. 1 to Free Writing Prospectus, dated September 18, 2014, relates to the offering of COMM 2014-LC17 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Class X-0, Xxxxx X-0, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class A-M, Class B, Class PEZ and Class C (collectively, the “Offered Certificates”) and clarifies, updates or adds the following information as it relates to (i) the free writing prospectus, dated September 15, 2014 and filed with the Securities and Exchange Commission under accession number 0001539497-14-001103 (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 September 15, 2014 and filed with the Securities and Exchange Commission under accession number 0001539497-14-001101 (the “Term Sheet”):.
Appears in 2 contracts
Samples: Underwriting Agreement (COMM 2014-Ubs4 Mortgage Trust), Underwriting Agreement (COMM 2014-Ubs4 Mortgage Trust)
STATEMENT REGARDING ASSUMPTIONS AS TO SECURITIES. PRICING ESTIMATES AND OTHER INFORMATION This material is for your information, and none of Deutsche Bank Securities Inc., Cantor Xxxxxxxxxx Fxxxxxxxxx & Co., Natixis CastleOak Securities, L.P. , RBS Securities Americas Inc. and Guggenheim Securities, LLC, Citigroup Global Markets Inc., Nomura Securities International, Inc., or any other underwriter (the “Underwriters”) are soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. Neither this document nor anything contained herein shall form the basis for any contract or commitment whatsoever. The information contained herein is preliminary as of the date hereof. These materials are subject to change, completion or amendment from time to time. The information contained herein will be superseded by similar information delivered to you as part of the offering document relating to the COMM 2014-LC17 Mortgage Trust Commercial Mortgage Pass-Through Certificates Certificates, Series COMM 2013-CCRE11 (the “Offering Document”). The information contained herein supersedes any such information previously delivered and should be reviewed only in conjunction with the entire Offering Document. All of the information contained herein is subject to the same limitations and qualifications contained in the Offering Document. The information contained herein does not contain all relevant information relating to the underlying mortgage loans or mortgaged properties. Such information is described elsewhere in the Offering Document. The information contained herein will be more fully described elsewhere in the Offering Document. The information contained herein should not be viewed as projections, forecasts, predictions or opinions with respect to value. Prior to making any investment decision, prospective investors are strongly urged to read the Offering Document its entirety. 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 is truthful or complete. Any representation to the contrary is a criminal offense. The attached information contains certain tables and other statistical analyses (the “Computational Materials”) which have been prepared in reliance upon information furnished by the Mortgage Loan Sellers. Numerous assumptions were used in preparing the Computational Materials, which may or may not be reflected herein. As such, no assurance can be given as to the Computational Materials’ accuracy, appropriateness or completeness in any particular context; or as to whether the Computational Materials and/or the assumptions upon which they are based reflect present market conditions or future market performance. The Computational Materials should not be construed as either projections or predictions or as legal, tax, financial or accounting advice. You should consult your own counsel, accountant and other advisors as to the legal, tax, business, financial and related aspects of a purchase of these securities. Any weighted average lives, yields and principal payment periods shown in the Computational Materials are based on prepayment and/or loss assumptions, and changes in such prepayment and/or loss assumptions may dramatically affect such weighted average lives, yields and principal payment periods. In addition, it is possible that prepayments or losses on the underlying assets will occur at rates higher or lower than the rates shown in the attached Computational Materials. The specific characteristics of the securities may differ from those shown in the Computational Materials due to differences between the final underlying assets and the preliminary underlying assets used in preparing the Computational Materials. The principal amount and designation of any security described in the Computational Materials are subject to change prior to issuance. None of Underwriters or any of their respective affiliates makes any representation or warranty as to the actual rate or timing of payments or losses on any of the underlying assets or the payments or yield on the securities. This document contains forward-looking statements. Those statements are subject to certain risks and uncertainties that could cause the success of collections and the actual cash flow generated to differ materially from the information set forth herein. While such information reflects projections prepared in good faith based upon methods and data that are believed to be reasonable and accurate as of the dates thereof, the issuer undertakes no obligation to revise these forward-looking statements to reflect subsequent events or circumstances. Individuals should not place undue reliance on forward-looking statements and are advised to make their own independent analysis and determination with respect to the forecasted periods, which reflect the issuer’s view only as of the date hereof. IRS CIRCULAR 230 NOTICE: THIS FREE WRITING PROSPECTUS IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF AVOIDING U.S. FEDERAL, STATE OR LOCAL TAX PENALTIES. THIS FREE WRITING PROSPECTUS IS WRITTEN AND PROVIDED IN CONNECTION WITH THE PROMOTION OR MARKETING BY THE DEPOSITOR AND THE UNDERWRITERS OF THE TRANSACTION OR MATTERS ADDRESSED HEREIN. INVESTORS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR. IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS Any legends, disclaimers or other notices that may appear at the bottom of the email communication to which this free writing prospectus is attached relating to (1) these materials not constituting an offer (or a solicitation of an offer), (2) no representation being made that these materials are accurate or complete and may not be updated or (3) these materials possibly being confidential, 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 system. (Approximate Underwriting Agreement, dated as of October 2, 2013. Title and Description of Offered Certificates) Ladder Capital Finance LLC German American Capital Corporation Cantor Commercial Real Estate Lending, L.P. Natixis Real Estate Capital LLC Silverpeak Real Estate Finance LLC Sponsors and Mortgage Loan Sellers The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (File No. 333: COMM 2013-193376) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the Securities and Exchange Commission 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 website at xxx.xxx.xxx. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: xxxxxxxxxx.xxxx@xx.xxx. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. FREE WRITING PROSPECTUS Filed Pursuant to Rule 433 Registration Statement No. 333-193376-11 September 18, 2014 The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (File No. 333-193376) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the Securities and Exchange Commission 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 Securities and Exchange Commission website at xxx.xxx.xxx. Alternatively, the depositor, Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send to you the prospectus if you request it by calling toll-free 1-800-503-4611 or by emailing xxxxxxxxxx.xxxx@xx.xxx. This free writing prospectus does not contain all information that is required to be included in the prospectus and the prospectus supplement. Any legends, disclaimers or other notices that may appear at the bottom of, or attached to, the email communication to which these materials are attached relating to (1) these materials not constituting an offer (or a solicitation of an offer), (2) no representation being made that these materials are accurate or complete and may not be updated or (3) these materials possibly being confidential, 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. This Supplement No. 1 to Free Writing Prospectus, dated September 18, 2014, relates to the offering of COMM 2014-LC17 CCRE11 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Certificates Class X-0, Xxxxx X-0, A-1 $42,296,000 99.999668% 1.468% Class A-2 $90,000,000 102.995752% 3.047% Class A-SB, SB $70,309,000 102.995973% 3.660% Class A-3, A-3 $275,000,000 100.996818% 3.983% Class A-4, A-4 $411,267,000 102.996983% 4.258% Class A-5, A-M $114,284,000 102.994431% 4.715% Class B $76,189,000 102.991479% 5.333% Class X-A, Class A-M, Class B, Class PEZ and Class C (collectively, the “Offered Certificates”) and clarifies, updates or adds the following information as it relates to (i) the free writing prospectus, dated September 15, 2014 and filed with the Securities and Exchange Commission under accession number 0001539497-14-001103 (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 September 15, 2014 and filed with the Securities and Exchange Commission under accession number 0001539497-14-001101 (the “Term Sheet”):A $1,003,156,000 8.180998% 1.374%
Appears in 1 contract
Samples: Underwriting Agreement (COMM 2013-Ccre11 Mortgage Trust)
STATEMENT REGARDING ASSUMPTIONS AS TO SECURITIES. PRICING ESTIMATES AND OTHER INFORMATION This material is for your information, and none of Deutsche Bank Securities Inc., Cantor Xxxxxxxxxx & Co., Natixis Securities Americas LLC, CastleOak Securities, L.P., Citigroup Global Markets Inc., Nomura Securities International, Inc. and KeyBanc Capital Markets Inc., or any other underwriter (the “Underwriters”) are soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. Neither this document nor anything contained herein shall form the basis for any contract or commitment whatsoever. The information contained herein is preliminary as of the date hereof. These materials are subject to change, completion or amendment from time to time. The information contained herein will be superseded by similar information delivered to you as part of the offering document relating to the COMM 2014-LC17 Mortgage Trust Commercial Mortgage Pass-Through Certificates Certificates, Series COMM 2014-CCRE19 (the “Offering Document”). The information contained herein supersedes any such information previously delivered and should be reviewed only in conjunction with the entire Offering Document. All of the information contained herein is subject to the same limitations and qualifications contained in the Offering Document. The information contained herein does not contain all relevant information relating to the underlying mortgage loans or mortgaged properties. Such information is described elsewhere in the Offering Document. The information contained herein will be more fully described elsewhere in the Offering Document. The information contained herein should not be viewed as projections, forecasts, predictions or opinions with respect to value. Prior to making any investment decision, prospective investors are strongly urged to read the Offering Document its entirety. 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 is truthful or complete. Any representation to the contrary is a criminal offense. The attached information contains certain tables and other statistical analyses (the “Computational Materials”) which have been prepared in reliance upon information furnished by the Mortgage Loan Sellers. Numerous assumptions were used in preparing the Computational Materials, which may or may not be reflected herein. As such, no assurance can be given as to the Computational Materials’ accuracy, appropriateness or completeness in any particular context; or as to whether the Computational Materials and/or the assumptions upon which they are based reflect present market conditions or future market performance. The Computational Materials should not be construed as either projections or predictions or as legal, tax, financial or accounting advice. You should consult your own counsel, accountant and other advisors as to the legal, tax, business, financial and related aspects of a purchase of these securities. Any weighted average lives, yields and principal payment periods shown in the Computational Materials are based on prepayment and/or loss assumptions, and changes in such prepayment and/or loss assumptions may dramatically affect such weighted average lives, yields and principal payment periods. In addition, it is possible that prepayments or losses on the underlying assets will occur at rates higher or lower than the rates shown in the attached Computational Materials. The specific characteristics of the securities may differ from those shown in the Computational Materials due to differences between the final underlying assets and the preliminary underlying assets used in preparing the Computational Materials. The principal amount and designation of any security described in the Computational Materials are subject to change prior to issuance. None of Underwriters or any of their respective affiliates makes any representation or warranty as to the actual rate or timing of payments or losses on any of the underlying assets or the payments or yield on the securities. This document contains forward-looking statements. Those statements are subject to certain risks and uncertainties that could cause the success of collections and the actual cash flow generated to differ materially from the information set forth herein. While such information reflects projections prepared in good faith based upon methods and data that are believed to be reasonable and accurate as of the dates thereof, the issuer undertakes no obligation to revise these forward-looking statements to reflect subsequent events or circumstances. Individuals should not place undue reliance on forward-looking statements and are advised to make their own independent analysis and determination with respect to the forecasted periods, which reflect the issuer’s view only as of the date hereof. IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS Any legends, disclaimers or other notices that may appear at the bottom of the email communication to which this free writing prospectus is attached relating to (1) these materials not constituting an offer (or a solicitation of an offer), (2) no representation being made that these materials are accurate or complete and may not be updated or (3) these materials possibly being confidential, 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 system. (Approximate Offered Certificates) Ladder Capital Finance LLC German American Capital Corporation Cantor Commercial Real Estate Lending, L.P. Natixis Real Estate Capital LLC Silverpeak Real Estate Finance LLC Sponsors and Mortgage Loan Sellers The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (File No. 333-193376) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the Securities and Exchange Commission 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 website at xxx.xxx.xxx. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: xxxxxxxxxx.xxxx@xx.xxx. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. FREE WRITING PROSPECTUS Filed Pursuant to Rule 433 Registration Statement No. 333-193376-11 September 18, 2014 The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (File No. 333-193376) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the Securities and Exchange Commission 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 Securities and Exchange Commission website at xxx.xxx.xxx. Alternatively, the depositor, Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send to you the prospectus if you request it by calling toll-free 1-800-503-4611 or by emailing xxxxxxxxxx.xxxx@xx.xxx. This free writing prospectus does not contain all information that is required to be included in the prospectus and the prospectus supplement. Any legends, disclaimers or other notices that may appear at the bottom of, or attached to, the email communication to which these materials are attached relating to (1) these materials not constituting an offer (or a solicitation of an offer), (2) no representation being made that these materials are accurate or complete and may not be updated or (3) these materials possibly being confidential, 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. This Supplement No. 1 to Free Writing Prospectus, dated September 18, 2014, relates to the offering of COMM 2014-LC17 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Class X-0, Xxxxx X-0, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class A-M, Class B, Class PEZ and Class C (collectively, the “Offered Certificates”) and clarifies, updates or adds the following information as it relates to (i) the free writing prospectus, dated September 15, 2014 and filed with the Securities and Exchange Commission under accession number 0001539497-14-001103 (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 September 15, 2014 and filed with the Securities and Exchange Commission under accession number 0001539497-14-001101 (the “Term Sheet”):.
Appears in 1 contract
Samples: Underwriting Agreement (COMM 2014-Ccre19 Mortgage Trust)
STATEMENT REGARDING ASSUMPTIONS AS TO SECURITIES. PRICING ESTIMATES AND OTHER INFORMATION This material is for your information, and none of Deutsche Bank Securities Inc., Cantor Xxxxxxxxxx & Co., Natixis Securities Americas LLCSociete Generale and CastleOak Securities, Citigroup Global Markets Inc., Nomura Securities International, Inc., L.P. or any other underwriter (the “Underwriters”) are soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security secuderity in any jurisdiction where such an offer or solicitation would be illegal. Neither this document nor anything contained herein shall form the basis for any contract or commitment whatsoever. The information contained herein is preliminary as of the date hereof. These materials are subject to change, completion or amendment from time to time. The information contained herein will be superseded by similar information delivered to you as part of the offering document relating to the COMM 2014CFCRE 2016-LC17 C3 Mortgage Trust Commercial Mortgage Pass-Through Certificates (the “Offering Document”). The information contained herein supersedes any such information previously delivered and should be reviewed only in conjunction with the entire Offering Document. All of the information contained herein is subject to the same limitations and qualifications contained in the Offering Document. The information contained herein does not contain all relevant information relating to the underlying mortgage loans or mortgaged properties. Such information is described elsewhere in the Offering Document. The information contained herein will be more fully described elsewhere in the Offering Document. The information contained herein should not be viewed as projections, forecasts, predictions or opinions with respect to value. Prior to making any investment decision, prospective investors are strongly urged to read the Offering Document its entirety. 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 is truthful or complete. Any representation to the contrary is a criminal offense. The attached information contains certain tables and other statistical analyses (the “Computational Materials”) which have been prepared in reliance upon information furnished by the Mortgage Loan Sellers. Numerous assumptions were used in preparing the Computational Materials, which may or may not be reflected herein. As such, no assurance can be given as to the Computational Materials’ accuracy, appropriateness or completeness in any particular context; or as to whether the Computational Materials and/or the assumptions upon which they are based reflect present market conditions or future market performance. The Computational Materials should not be construed as either projections or predictions or as legal, tax, financial or accounting advice. You should consult your own counsel, accountant and other advisors as to the legal, tax, business, financial and related aspects of a purchase of these securities. Any weighted average lives, yields and principal payment periods shown in the Computational Materials are based on prepayment and/or loss assumptions, and changes in such prepayment and/or loss assumptions may dramatically affect such weighted average lives, yields and principal payment periods. In addition, it is possible that prepayments or losses on the underlying assets will occur at rates higher or lower than the rates shown in the attached Computational Materials. The specific characteristics of the securities may differ from those shown in the Computational Materials due to differences between the final underlying assets and the preliminary underlying assets used in preparing the Computational Materials. The principal amount and designation of any security described in the Computational Materials are subject to change prior to issuance. None of Underwriters or any of their respective affiliates makes any representation or warranty as to the actual rate or timing of payments or losses on any of the underlying assets or the payments or yield on the securities. This document contains forward-looking statements. Those statements are subject to certain risks and uncertainties that could cause the success of collections and the actual cash flow generated to differ materially from the information set forth herein. While such information reflects projections prepared in good faith based upon methods and data that are believed to be reasonable and accurate as of the dates thereof, the issuer depositor undertakes no obligation to revise these forward-looking statements to reflect subsequent events or circumstances. Individuals should not place undue reliance on forward-looking statements and are advised to make their own independent analysis and determination with respect to the forecasted periods, which reflect the issuer’s view only as of the date hereof. IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS Any legends, disclaimers or other notices that may appear at the bottom of the email communication to which this free writing prospectus is attached relating to (1) these materials not constituting an offer (or a solicitation of an offer), (2) no representation being made that these materials are accurate or complete and may not be updated or (3) these materials possibly being confidential, 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 system. (Approximate Offered Certificates) Ladder Capital Finance LLC German American Capital Corporation Cantor Commercial Real Estate Lending, L.P. Natixis Real Estate Capital LLC Silverpeak Real Estate Finance LLC Sponsors and Mortgage Loan Sellers The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (File No. 333-193376) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the Securities and Exchange Commission 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 website at xxx.xxx.xxx. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: xxxxxxxxxx.xxxx@xx.xxx. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. FREE WRITING PROSPECTUS Filed Pursuant to Rule FILED PURSUANT TO RULE 433 Registration Statement No. 333REGISTRATION FILE NO.: 000-193376000000-11 September 1800 From: XXXXX XXXXXXXX (CANTOR, 2014 The depositor has filed a registration statement XXXXXXXXXX L) At: Jan 22 2016 14:11:56 Tenor Swap Spread 2yr 6.75 3yr 1.50 4yr -0.00 0xx -0.00 0xx -10.25 7yr -15.25 8yr -13.50 9yr -13.25 10yr -14.25 UST Price 2yr 100-08.25 3yr 100-02.5 5yr 101-09.25 7yr 102-02.5 10yr 101-24 FREE WRITING PROSPECTUS FILED PURSUANT TO RULE 433 REGISTRATION FILE NO.: 000-000000-00 From: XXXXX XXXXXXXX (including a prospectusCANTOR, XXXXXXXXXX L) with the Securities and Exchange Commission At: Jan 22 2016 12:14:22 CFCRE 2016-C3 - NEW ISSUE CMBS $604.174MM NEW ISSUE CMBS **PUBLIC OFFERING** JOINT BOOKRUNNERS & CO-LEAD MANAGERS: CANTOR XXXXXXXXXX & SOCIETE GENERALE CO-MANAGERS: CASTLE OAK, CITIGROUP & XXXXXXX SACHS RATING AGENCIES: FITCH, KBRA & MOODY'S **PUBLIC OFFERED CERTIFICATES** CLASS RATING (File No. 333-193376[REDACTED]) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the Securities and Exchange Commission for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the Securities and Exchange Commission website at xxx.xxx.xxx. Alternatively, the depositor, Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send to you the prospectus if you request it by calling toll-free 1-800-503-4611 or by emailing xxxxxxxxxx.xxxx@xx.xxx. This free writing prospectus does not contain all information that is required to be included in the prospectus and the prospectus supplement. Any legends, disclaimers or other notices that may appear at the bottom of, or attached to, the email communication to which these materials are attached relating to SIZE (1$MM) these materials not constituting an offer (or a solicitation of an offer), (2) no representation being made that these materials are accurate or complete and may not be updated or (3) these materials possibly being confidential, 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. This Supplement No. 1 to Free Writing Prospectus, dated September 18, 2014, relates to the offering of COMM 2014-LC17 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Class X-0, Xxxxx X-0, Class C/E WAL LAUNCH TARGET $PX A-1 [REDACTED] 29.088 30.000% 2.84 +70 100 ASB [REDACTED] 40.514 30.000% 7.32 +155 103 A-2 [REDACTED] 200.000 30.000% 9.73 +160 101 A-3 [REDACTED] 222.884 30.000% 9.86 +162 103 A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class A-M, Class B, Class PEZ and Class M [REDACTED] 36.057 24.875% 9.87 +190 103 B [REDACTED] 37.815 19.500% 9.89 +245 103 C [REDACTED] 37.816 14.125% 9.95 +385 WAC **PRIVATE CERTIFICATES** CLASS RATING (collectively, the “Offered Certificates”[REDACTED]) and clarifies, updates or adds the following information as it relates to SIZE (i$MM) the free writing prospectus, dated September 15, 2014 and filed with the Securities and Exchange Commission under accession number 0001539497-14-001103 (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 September 15, 2014 and filed with the Securities and Exchange Commission under accession number 0001539497-14-001101 (the “Term Sheet”):C/E WAL LTV DY D [REDACTED] 41.334 8.250% 9.95 56.3% 10.8% EXPECTED TIMING:
Appears in 1 contract
Samples: Underwriting Agreement (CFCRE 2016-C3 Mortgage Trust)
STATEMENT REGARDING ASSUMPTIONS AS TO SECURITIES. PRICING ESTIMATES AND OTHER INFORMATION This material is for your information, and none of Deutsche Bank Securities Inc., Cantor Xxxxxxxxxx & Co., Natixis Securities Americas LLC, Citigroup Global Markets Inc.Xxxxx Fargo Securities, Nomura Securities International, Inc.LLC, or any other underwriter (the “Underwriters”) are soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. Neither this document nor anything contained herein shall form the basis for any contract or commitment whatsoever. The information contained herein is preliminary as of the date hereof. These materials are subject to change, completion or amendment from time to time. The information contained herein will be superseded by similar information delivered to you as part of the offering document relating to the COMM 2014-LC17 Mortgage Trust Commercial Mortgage Pass-Through Certificates Certificates, Series COMM 2013-LC13 (the “Offering Document”). The information contained herein supersedes any such information previously delivered and should be reviewed only in conjunction with the entire Offering Document. All of the information contained herein is subject to the same limitations and qualifications contained in the Offering Document. The information contained herein does not contain all relevant information relating to the underlying mortgage loans or mortgaged properties. Such information is described elsewhere in the Offering Document. The information contained herein will be more fully described elsewhere in the Offering Document. The information contained herein should not be viewed as projections, forecasts, predictions or opinions with respect to value. Prior to making any investment decision, prospective investors are strongly urged to read the Offering Document its entirety. 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 is truthful or complete. Any representation to the contrary is a criminal offense. The attached information contains certain tables and other statistical analyses (the “Computational Materials”) which have been prepared in reliance upon information furnished by the Mortgage Loan Sellers. Numerous assumptions were used in preparing the Computational Materials, which may or may not be reflected herein. As such, no assurance can be given as to the Computational Materials’ accuracy, appropriateness or completeness in any particular context; or as to whether the Computational Materials and/or the assumptions upon which they are based reflect present market conditions or future market performance. The Computational Materials should not be construed as either projections or predictions or as legal, tax, financial or accounting advice. You should consult your own counsel, accountant and other advisors as to the legal, tax, business, financial and related aspects of a purchase of these securities. Any weighted average lives, yields and principal payment periods shown in the Computational Materials are based on prepayment and/or loss assumptions, and changes in such prepayment and/or loss assumptions may dramatically affect such weighted average lives, yields and principal payment periods. In addition, it is possible that prepayments or losses on the underlying assets will occur at rates higher or lower than the rates shown in the attached Computational Materials. The specific characteristics of the securities may differ from those shown in the Computational Materials due to differences between the final underlying assets and the preliminary underlying assets used in preparing the Computational Materials. The principal amount and designation of any security described in the Computational Materials are subject to change prior to issuance. None of Underwriters or any of their respective affiliates makes any representation or warranty as to the actual rate or timing of payments or losses on any of the underlying assets or the payments or yield on the securities. This document contains forward-looking statements. Those statements are subject to certain risks and uncertainties that could cause the success of collections and the actual cash flow generated to differ materially from the information set forth herein. While such information reflects projections prepared in good faith based upon methods and data that are believed to be reasonable and accurate as of the dates thereof, the issuer undertakes no obligation to revise these forward-looking statements to reflect subsequent events or circumstances. Individuals should not place undue reliance on forward-looking statements and are advised to make their own independent analysis and determination with respect to the forecasted periods, which reflect the issuer’s view only as of the date hereof. IRS CIRCULAR 230 NOTICE: THIS FREE WRITING PROSPECTUS IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF AVOIDING U.S. FEDERAL, STATE OR LOCAL TAX PENALTIES. THIS FREE WRITING PROSPECTUS IS WRITTEN AND PROVIDED IN CONNECTION WITH THE PROMOTION OR MARKETING BY THE DEPOSITOR AND THE UNDERWRITERS OF THE TRANSACTION OR MATTERS ADDRESSED HEREIN. INVESTORS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR. IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS Any legends, disclaimers or other notices that may appear at the bottom of the email communication to which this free writing prospectus is attached relating to (1) these materials not constituting an offer (or a solicitation of an offer), (2) no representation being made that these materials are accurate or complete and may not be updated or (3) these materials possibly being confidential, 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 system. (Approximate Offered Certificates) Ladder Capital Finance LLC German American Capital Corporation Cantor Commercial Real Estate LendingSeptember 20, L.P. Natixis Real Estate Capital LLC Silverpeak Real Estate Finance LLC Sponsors and Mortgage Loan Sellers The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (File No. 333-193376) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the Securities and Exchange Commission 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 website at xxx.xxx.xxx. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email 2013 UPDATE to the following address: xxxxxxxxxx.xxxx@xx.xxx. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. FREE WRITING PROSPECTUS Filed Pursuant to Rule 433 Registration Statement No. 333-193376-11 September 18, 2014 The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (File No. 333-193376) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the Securities and Exchange Commission 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 Securities and Exchange Commission website at xxx.xxx.xxx. Alternatively, the depositor, Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send to you the prospectus if you request it by calling toll-free 1-800-503-4611 or by emailing xxxxxxxxxx.xxxx@xx.xxx. This free writing prospectus does not contain all information that is required to be included in the prospectus (structural and the prospectus supplement. Any legends, disclaimers or other notices that may appear at the bottom of, or attached to, the email communication to which these materials are attached relating to (1) these materials not constituting an offer (or a solicitation of an offercollateral term sheet), (2) no representation being made that these materials are accurate or complete and may not be updated or (3) these materials possibly being confidential, 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. This Supplement No. 1 to Free Writing Prospectus, dated September 1816, 2014, relates to the offering of COMM 2014-LC17 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Class X-0, Xxxxx X-0, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class A-M, Class B, Class PEZ and Class C 2013 (collectively, the “Offered CertificatesTerm Sheet”) ), and clarifies, updates or adds the following information as it relates to (i) the free writing prospectus, dated September 1516, 2014 and filed with the Securities and Exchange Commission under accession number 0001539497-14-001103 2013 (the “Primary Free Writing Prospectus”; capitalized ), each relating to the classes of commercial mortgage pass-through certificates referenced above. Capitalized terms used herein but not defined herein are used as defined will have such meanings ascribed to them in the Primary Free Writing Prospectus) and (ii) the free writing prospectus also designated as the “Structural and Collateral Term Sheet”, dated September 15, 2014 and filed with the Securities and Exchange Commission under accession number 0001539497-14-001101 (the “Term Sheet”):.
Appears in 1 contract
Samples: Underwriting Agreement (COMM 2013-Lc13 Mortgage Trust)
STATEMENT REGARDING ASSUMPTIONS AS TO SECURITIES. PRICING ESTIMATES AND OTHER INFORMATION This material is for your information, and none of Deutsche Bank Securities Inc., Cantor Xxxxxxxxxx & Co., Natixis Securities Americas LLCSociete Generale and CastleOak Securities, Citigroup Global Markets Inc., Nomura Securities International, Inc., L.P. or any other underwriter (the “Underwriters”) are soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security secuderity in any jurisdiction where such an offer or solicitation would be illegal. Neither this document nor anything contained herein shall form the basis for any contract or commitment whatsoever. The information contained herein is preliminary as of the date hereof. These materials are subject to change, completion or amendment from time to time. The information contained herein will be superseded by similar information delivered to you as part of the offering document relating to the COMM 2014CFCRE 2016-LC17 C4 Mortgage Trust Commercial Mortgage Pass-Through Certificates (the “Offering Document”). The information contained herein supersedes any such information previously delivered and should be reviewed only in conjunction with the entire Offering Document. All of the information contained herein is subject to the same limitations and qualifications contained in the Offering Document. The information contained herein does not contain all relevant information relating to the underlying mortgage loans or mortgaged properties. Such information is described elsewhere in the Offering Document. The information contained herein will be more fully described elsewhere in the Offering Document. The information contained herein should not be viewed as projections, forecasts, predictions or opinions with respect to value. Prior to making any investment decision, prospective investors are strongly urged to read the Offering Document its entirety. 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 is truthful or complete. Any representation to the contrary is a criminal offense. The attached information contains certain tables and other statistical analyses (the “Computational Materials”) which have been prepared in reliance upon information furnished by the Mortgage Loan Sellers. Numerous assumptions were used in preparing the Computational Materials, which may or may not be reflected herein. As such, no assurance can be given as to the Computational Materials’ accuracy, appropriateness or completeness in any particular context; or as to whether the Computational Materials and/or the assumptions upon which they are based reflect present market conditions or future market performance. The Computational Materials should not be construed as either projections or predictions or as legal, tax, financial or accounting advice. You should consult your own counsel, accountant and other advisors as to the legal, tax, business, financial and related aspects of a purchase of these securities. Any weighted average lives, yields and principal payment periods shown in the Computational Materials are based on prepayment and/or loss assumptions, and changes in such prepayment and/or loss assumptions may dramatically affect such weighted average lives, yields and principal payment periods. In addition, it is possible that prepayments or losses on the underlying assets will occur at rates higher or lower than the rates shown in the attached Computational Materials. The specific characteristics of the securities may differ from those shown in the Computational Materials due to differences between the final underlying assets and the preliminary underlying assets used in preparing the Computational Materials. The principal amount and designation of any security described in the Computational Materials are subject to change prior to issuance. None of Underwriters or any of their respective affiliates makes any representation or warranty as to the actual rate or timing of payments or losses on any of the underlying assets or the payments or yield on the securities. This document contains forward-looking statements. Those statements are subject to certain risks and uncertainties that could cause the success of collections and the actual cash flow generated to differ materially from the information set forth herein. While such information reflects projections prepared in good faith based upon methods and data that are believed to be reasonable and accurate as of the dates thereof, the issuer depositor undertakes no obligation to revise these forward-looking statements to reflect subsequent events or circumstances. Individuals should not place undue reliance on forward-looking statements and are advised to make their own independent analysis and determination with respect to the forecasted periods, which reflect the issuer’s view only as of the date hereof. IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS Any legends, disclaimers or other notices that may appear at the bottom of the email communication to which this free writing prospectus is attached relating to (1) these materials not constituting an offer (or a solicitation of an offer), (2) no representation being made that these materials are accurate or complete and may not be updated or (3) these materials possibly being confidential, 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 system. Sent: Tuesday, April 26, 2016 12:49 PM Subject: CFCRE 2016-C4 *NEW ISSUE CMBS ANNOUNCEMENT* PUBLIC CFCRE 2016-C4 - NEW ISSUE CMBS $726.573MM NEW ISSUE CMBS **PUBLIC OFFERING** JOINT BOOKRUNNERS & CO-LEAD MANAGERS: CANTOR XXXXXXXXXX & SOCIETE GENERALE CO-MANAGERS: CASTLE OAK, CITIGROUP & XXXXXXX SACHS RATING AGENCIES: [REDACTED] **PUBLIC OFFERED CERTIFICATES** CLASS RATING (Approximate Offered Certificates[REDACTED]) Ladder Capital Finance SIZE ($MM) C/E WAL LTV DY A-1 [REDACTED] 32.507 30.000% 2.50 46.1% 15.1% A-2 [REDACTED] 24.787 30.000% 4.84 46.1% 15.1% A-SB [REDACTED] 46.464 30.000% 7.22 46.1% 15.1% A-3 [REDACTED] 200.000 30.000% 9.49 46.1% 15.1% A-4 [REDACTED] 230.220 30.000% 9.68 46.1% 15.1% A-HR [REDACTED] 54.000 30.000% 7.94 46.1% 15.1% A-M [REDACTED] 62.997 22.500% 9.81 51.0% 13.7% B [REDACTED] 37.799 18.000% 9.87 54.0% 12.9% C [REDACTED] 37.799 13.500% 9.89 56.9% 12.3% **PRIVATE CERTIFICATES** D [REDACTED] 45.148 8.125% 9.98 60.5% 11.5% CUT-OFF DATE BALANCE: $839,968,889 NUMBER OF LOANS: 50 NUMBER OF PROPERTIES: 154 WA CUT-OFF LTV: 65.8% WA BALLOON LTV: 58.0% WA U/W NCF DSCR: 1.66x WA U/W NOI DEBT YIELD: 10.6% WA MORTGAGE RATE: 4.9073% TOP TEN LOANS %: 47.8% WA REM TERM TO MATURITY (MOS): 114 WA REM AMORTIZATION TERM (MOS): 343 WA SEASONING (MOS): 4 LOAN SELLERS: CCRE (73.0%), BSP (16.0%), SG (11.0%) PROPERTY TYPES: OFFICE (23.1%), RETAIL (18.4%), HOSPITALITY (16.6%), MIXED USE (12.6%), MULTIFAMILY (11.8%), OTHER (8.4%), INDUSTRIAL (4.8%), MANUFACTURED HOUSING COMMUNITY (3.5%), SELF STORAGE (0.7%) TOP 5 STATES: CA (11%), NY (9.3%), VA (9.0%), OH (7.0%), MO (6.8%) MASTER SERVICER: XXXXX FARGO BANK, NATIONAL ASSOCIATION SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC German American Capital Corporation Cantor Commercial Real Estate LendingOPERATING ADVISOR: PARK BRIDGE LENDER SERVICES, L.P. Natixis Real Estate Capital LLC Silverpeak Real Estate Finance DIRECTING HOLDER: RREF III DEBT AIV, LP OR ANOTHER AFFILIATE OF RIALTO CAPITAL ADVISORS, LLC Sponsors and Mortgage Loan Sellers TRUSTEE: U.S. BANK NATIONAL ASSOCIATION ANTICIPATED TIMING TERM SHEET & ANNEX A-1: ATTACHED RED: TOMORROW (4/27) THIRD PARTY SYSTEMS: TOMORROW (4/27) PRE-RECOREDED INVESTOR CALL: TOMORROW (4/27) PRE-SALE REPORTS: THIS WEEK ANTICIPATED PRICING: WEEK OF MAY 2ND ANTICIPATED SETTLEMENT: MAY 18, 2016 ROADSHOW HARTFORD BREAKFAST: WED (4/27) @ 8:30 AM EST, MAX'S DOWNTOWN BOSTON LUNCH: WED (4/27) @ 12:00 PM EST, THE PALM MINNEAPOLIS BREAKFAST: THUR (4/28) @ 7:30 AM CT, THE GRAND HOTEL MEETINGS CALLS: AVAILABLE UPON REQUEST (CONTACT SALES COVERAGE) The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission SEC (SEC File No. 333-193376207567) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the Securities and Exchange Commission SEC for more complete information about the depositor, the issuing entity trust and this offering. You may get these documents for free by visiting XXXXX on the SEC website at xxx.xxx.xxx. Alternatively, the depositor or Deutsche Bank Securities Inc.Cantor Xxxxxxxxxx & Co., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800212-503915-4611 1700 or by email to the following address: xxxxxxxxxx.xxxx@xx.xxxxxxxx@xxxx.xxx. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. FREE WRITING PROSPECTUS Filed Pursuant ------------------------------------------------------------------------------- Prepared by Sales/Trading staff of Cantor Xxxxxxxxxx & Co. ("Cantor") and is for information purposes only. Prices provided on customer inventories for which no specific transaction is being negotiated are indicative and not executable. Not an offer, solicitation or confirmation of terms. Information provided is believed reliable, but Cantor does not warrant its accuracy. Cantor may have positions in financial instruments mentioned, may have acquired such positions at prices no longer available, and may have interests different or adverse to Rule 433 Registration Statement Noyour interests. 333-193376-11 September 18, 2014 The depositor has filed a registration statement (including a prospectus) with No liability is accepted by Cantor for any loss that may arise from any use of the Securities information contained herein or derived here from. This electronic mail message and Exchange Commission (File No. 333-193376) any attached files contain information intended for the offering exclusive use of the individual or entity to which this communication relates. Before you invest, you should read the prospectus in the registration statement whom it is addressed and other documents the depositor has filed with the Securities and Exchange Commission 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 Securities and Exchange Commission website at xxx.xxx.xxx. Alternatively, the depositor, Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send to you the prospectus if you request it by calling toll-free 1-800-503-4611 or by emailing xxxxxxxxxx.xxxx@xx.xxx. This free writing prospectus does not contain all information that is required to be included in the prospectus and the prospectus supplementproprietary, privileged, confidential and/or exempt from disclosure under applicable law. Any legends, disclaimers or other notices that may appear at the bottom of, or attached to, the email communication to which these materials are attached relating to (1) these materials not constituting an offer (or a solicitation of an offer), (2) no representation being made that these materials are accurate or complete and may not be updated or (3) these materials possibly being confidential, If you are not applicable the intended recipient, you are hereby notified that any viewing, copying, disclosure or distribution of this information may be subject to these materials legal restriction or sanction. Please notify the sender, by electronic mail or telephone, of any unintended recipients 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. This Supplement No. 1 to Free Writing Prospectus, dated September 18, 2014, relates to delete the offering of COMM 2014-LC17 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Class X-0, Xxxxx X-0, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class A-M, Class B, Class PEZ and Class C (collectively, the “Offered Certificates”) and clarifies, updates or adds the following information as it relates to (i) the free writing prospectus, dated September 15, 2014 and filed with the Securities and Exchange Commission under accession number 0001539497-14-001103 (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 September 15, 2014 and filed with the Securities and Exchange Commission under accession number 0001539497-14-001101 (the “Term Sheet”):original message without making any copies.
Appears in 1 contract
Samples: Underwriting Agreement (CFCRE 2016-C4 Mortgage Trust)
STATEMENT REGARDING ASSUMPTIONS AS TO SECURITIES. PRICING ESTIMATES AND OTHER INFORMATION This material is for your information, and none of Deutsche Bank Securities Inc., Cantor Xxxxxxxxxx & Co., Natixis CastleOak Securities, L.P. , RBS Securities Americas Inc. and Guggenheim Securities, LLC, Citigroup Global Markets Inc., Nomura Securities International, Inc., or any other underwriter (the “Underwriters”) are soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. Neither this document nor anything contained herein shall form the basis for any contract or commitment whatsoever. The information contained herein is preliminary as of the date hereof. These materials are subject to change, completion or amendment from time to time. The information contained herein will be superseded by similar information delivered to you as part of the offering document relating to the COMM 2014-LC17 Mortgage Trust Commercial Mortgage Pass-Through Certificates Certificates, Series COMM 2013-CCRE11 (the “Offering Document”). The information contained herein supersedes any such information previously delivered and should be reviewed only in conjunction with the entire Offering Document. All of the information contained herein is subject to the same limitations and qualifications contained in the Offering Document. The information contained herein does not contain all relevant information relating to the underlying mortgage loans or mortgaged properties. Such information is described elsewhere in the Offering Document. The information contained herein will be more fully described elsewhere in the Offering Document. The information contained herein should not be viewed as projections, forecasts, predictions or opinions with respect to value. Prior to making any investment decision, prospective investors are strongly urged to read the Offering Document its entirety. 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 is truthful or complete. Any representation to the contrary is a criminal offense. The attached information contains certain tables and other statistical analyses (the “Computational Materials”) which have been prepared in reliance upon information furnished by the Mortgage Loan Sellers. Numerous assumptions were used in preparing the Computational Materials, which may or may not be reflected herein. As such, no assurance can be given as to the Computational Materials’ accuracy, appropriateness or completeness in any particular context; or as to whether the Computational Materials and/or the assumptions upon which they are based reflect present market conditions or future market performance. The Computational Materials should not be construed as either projections or predictions or as legal, tax, financial or accounting advice. You should consult your own counsel, accountant and other advisors as to the legal, tax, business, financial and related aspects of a purchase of these securities. Any weighted average lives, yields and principal payment periods shown in the Computational Materials are based on prepayment and/or loss assumptions, and changes in such prepayment and/or loss assumptions may dramatically affect such weighted average lives, yields and principal payment periods. In addition, it is possible that prepayments or losses on the underlying assets will occur at rates higher or lower than the rates shown in the attached Computational Materials. The specific characteristics of the securities may differ from those shown in the Computational Materials due to differences between the final underlying assets and the preliminary underlying assets used in preparing the Computational Materials. The principal amount and designation of any security described in the Computational Materials are subject to change prior to issuance. None of Underwriters or any of their respective affiliates makes any representation or warranty as to the actual rate or timing of payments or losses on any of the underlying assets or the payments or yield on the securities. This document contains forward-looking statements. Those statements are subject to certain risks and uncertainties that could cause the success of collections and the actual cash flow generated to differ materially from the information set forth herein. While such information reflects projections prepared in good faith based upon methods and data that are believed to be reasonable and accurate as of the dates thereof, the issuer undertakes no obligation to revise these forward-looking statements to reflect subsequent events or circumstances. Individuals should not place undue reliance on forward-looking statements and are advised to make their own independent analysis and determination with respect to the forecasted periods, which reflect the issuer’s view only as of the date hereof. IRS CIRCULAR 230 NOTICE: THIS FREE WRITING PROSPECTUS IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF AVOIDING U.S. FEDERAL, STATE OR LOCAL TAX PENALTIES. THIS FREE WRITING PROSPECTUS IS WRITTEN AND PROVIDED IN CONNECTION WITH THE PROMOTION OR MARKETING BY THE DEPOSITOR AND THE UNDERWRITERS OF THE TRANSACTION OR MATTERS ADDRESSED HEREIN. INVESTORS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR. IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS Any legends, disclaimers or other notices that may appear at the bottom of the email communication to which this free writing prospectus is attached relating to (1) these materials not constituting an offer (or a solicitation of an offer), (2) no representation being made that these materials are accurate or complete and may not be updated or (3) these materials possibly being confidential, 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 system. (Approximate Underwriting Agreement, dated as of October 2, 2013. Title and Description of Offered Certificates) Ladder Capital Finance LLC German American Capital Corporation Cantor Commercial Real Estate Lending, L.P. Natixis Real Estate Capital LLC Silverpeak Real Estate Finance LLC Sponsors and Mortgage Loan Sellers The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (File No. 333: COMM 2013-193376) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the Securities and Exchange Commission 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 website at xxx.xxx.xxx. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: xxxxxxxxxx.xxxx@xx.xxx. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. FREE WRITING PROSPECTUS Filed Pursuant to Rule 433 Registration Statement No. 333-193376-11 September 18, 2014 The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (File No. 333-193376) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the Securities and Exchange Commission 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 Securities and Exchange Commission website at xxx.xxx.xxx. Alternatively, the depositor, Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send to you the prospectus if you request it by calling toll-free 1-800-503-4611 or by emailing xxxxxxxxxx.xxxx@xx.xxx. This free writing prospectus does not contain all information that is required to be included in the prospectus and the prospectus supplement. Any legends, disclaimers or other notices that may appear at the bottom of, or attached to, the email communication to which these materials are attached relating to (1) these materials not constituting an offer (or a solicitation of an offer), (2) no representation being made that these materials are accurate or complete and may not be updated or (3) these materials possibly being confidential, 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. This Supplement No. 1 to Free Writing Prospectus, dated September 18, 2014, relates to the offering of COMM 2014-LC17 CCRE11 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Certificates Class X-0, Xxxxx X-0, A-1 $42,296,000 99.999668% 1.468% Class A-2 $90,000,000 102.995752% 3.047% Class A-SB, SB $70,309,000 102.995973% 3.660% Class A-3, A-3 $275,000,000 100.996818% 3.983% Class A-4, A-4 $411,267,000 102.996983% 4.258% Class A-5, A-M $114,284,000 102.994431% 4.715% Class B $76,189,000 102.991479% 5.333% Class X-A, Class A-M, Class B, Class PEZ and Class C (collectively, the “Offered Certificates”) and clarifies, updates or adds the following information as it relates to (i) the free writing prospectus, dated September 15, 2014 and filed with the Securities and Exchange Commission under accession number 0001539497-14-001103 (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 September 15, 2014 and filed with the Securities and Exchange Commission under accession number 0001539497-14-001101 (the “Term Sheet”):A $1,003,156,000 8.180998% 1.374%
Appears in 1 contract
Samples: Underwriting Agreement (COMM 2013-Ccre11 Mortgage Trust)
STATEMENT REGARDING ASSUMPTIONS AS TO SECURITIES. PRICING ESTIMATES AND OTHER INFORMATION This material is for your information, and none of Deutsche Bank Securities Inc., Cantor Xxxxxxxxxx & Co., Natixis Securities Americas LLCSociete Generale and CastleOak Securities, Citigroup Global Markets Inc., Nomura Securities International, Inc., L.P. or any other underwriter (the “Underwriters”) are soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security secuderity in any jurisdiction where such an offer or solicitation would be illegal. Neither this document nor anything contained herein shall form the basis for any contract or commitment whatsoever. The information contained herein is preliminary as of the date hereof. These materials are subject to change, completion or amendment from time to time. The information contained herein will be superseded by similar information delivered to you as part of the offering document relating to the COMM 2014CFCRE 2016-LC17 C3 Mortgage Trust Commercial Mortgage Pass-Through Certificates (the “Offering Document”). The information contained herein supersedes any such information previously delivered and should be reviewed only in conjunction with the entire Offering Document. All of the information contained herein is subject to the same limitations and qualifications contained in the Offering Document. The information contained herein does not contain all relevant information relating to the underlying mortgage loans or mortgaged properties. Such information is described elsewhere in the Offering Document. The information contained herein will be more fully described elsewhere in the Offering Document. The information contained herein should not be viewed as projections, forecasts, predictions or opinions with respect to value. Prior to making any investment decision, prospective investors are strongly urged to read the Offering Document its entirety. 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 is truthful or complete. Any representation to the contrary is a criminal offense. The attached information contains certain tables and other statistical analyses (the “Computational Materials”) which have been prepared in reliance upon information furnished by the Mortgage Loan Sellers. Numerous assumptions were used in preparing the Computational Materials, which may or may not be reflected herein. As such, no assurance can be given as to the Computational Materials’ accuracy, appropriateness or completeness in any particular context; or as to whether the Computational Materials and/or the assumptions upon which they are based reflect present market conditions or future market performance. The Computational Materials should not be construed as either projections or predictions or as legal, tax, financial or accounting advice. You should consult your own counsel, accountant and other advisors as to the legal, tax, business, financial and related aspects of a purchase of these securities. Any weighted average lives, yields and principal payment periods shown in the Computational Materials are based on prepayment and/or loss assumptions, and changes in such prepayment and/or loss assumptions may dramatically affect such weighted average lives, yields and principal payment periods. In addition, it is possible that prepayments or losses on the underlying assets will occur at rates higher or lower than the rates shown in the attached Computational Materials. The specific characteristics of the securities may differ from those shown in the Computational Materials due to differences between the final underlying assets and the preliminary underlying assets used in preparing the Computational Materials. The principal amount and designation of any security described in the Computational Materials are subject to change prior to issuance. None of Underwriters or any of their respective affiliates makes any representation or warranty as to the actual rate or timing of payments or losses on any of the underlying assets or the payments or yield on the securities. This document contains forward-looking statements. Those statements are subject to certain risks and uncertainties that could cause the success of collections and the actual cash flow generated to differ materially from the information set forth herein. While such information reflects projections prepared in good faith based upon methods and data that are believed to be reasonable and accurate as of the dates thereof, the issuer depositor undertakes no obligation to revise these forward-looking statements to reflect subsequent events or circumstances. Individuals should not place undue reliance on forward-looking statements and are advised to make their own independent analysis and determination with respect to the forecasted periods, which reflect the issuer’s view only as of the date hereof. IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS Any legends, disclaimers or other notices that may appear at the bottom of the email communication to which this free writing prospectus is attached relating to (1) these materials not constituting an offer (or a solicitation of an offer), (2) no representation being made that these materials are accurate or complete and may not be updated or (3) these materials possibly being confidential, 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 system. FREE WRITING PROSPECTUS FILED PURSUANT TO RULE 433 REGISTRATION FILE NO.: 000-000000-00 From: CANTOR CMBS SYNDICAT CANTOR XXXXXXXXXX (Approximate Offered CertificatesXXXXXX, XXXXXXXXXX L) Ladder Capital Finance At: Jan 4 2016 11:20:46 CFCRE 2016-C3 - NEW ISSUE CMBS $604.174MM NEW ISSUE CMBS **PUBLIC OFFERING** JOINT BOOKRUNNERS & CO-LEAD MANAGERS: CANTOR XXXXXXXXXX & SOCIETE GENERALE CO-MANAGERS: CASTLE OAK, CITIGROUP & XXXXXXX SACHS RATING AGENCIES: FITCH, KBRA & MOODY'S **PUBLIC OFFERED CERTIFICATES** CLASS RATING ([REDACTED]) SIZE ($MM) C/E WAL LTV DY A-1 [REDACTED] 29.088 30.000% 2.84 43.0% 14.1% ASB [REDACTED] 40.514 30.000% 7.32 43.0% 14.1% A-2 [REDACTED] 200.000 30.000% 9.73 43.0% 14.1% A-3 [REDACTED] 222.884 30.000% 9.86 43.0% 14.1% A-M [REDACTED] 36.057 24.875% 9.87 46.1% 13.2% B [REDACTED] 37.815 19.500% 9.89 49.4% 12.3% C [REDACTED] 37.816 14.125% 9.95 52.7% 11.5% **PRIVATE CERTIFICATES** D BBB-/BBB-/NR 41.334 8.250% 9.95 56.3% 10.8% COLLATERAL SUMMARY CUT-OFF DATE BALANCE: $703,551,602 NUMBER OF LOANS: 38 NUMBER OF PROPERTIES: 67 WA CUT-OFF LTV: 61.4% WA BALLOON LTV: 54.8% WA U/W NCF DSCR: 1.65x WA U/W NOI DEBT YIELD: 9.9% WA MORTGAGE RATE: 4.7926% TOP TEN LOANS %: 56.2% WA REM TERM TO MATURITY (MOS): 119 WA REM AMORTIZATION TERM (MOS): 353 WA SEASONING (MOS): 1 LOAN SELLERS: CCRE (74.1%), SG (16.2%), LIG (9.7%) PROPERTY TYPES: RETAIL (34.3%), OFFICE (28.8%), MULTIFAMILY (13.0%), INDUSTRIAL (7.2%), MIXED-USE (5.7%), SELF-STORAGE (5.7%), HOSPITALITY (5.1%), MANUFACTURED HOUSING COMMUNITY (0.3%) TOP 5 STATES: CA (29.8%), NY (11.4%), TX (10.3%), GA (9.2%), SD (7.1%) MASTER SERVICER: XXXXX FARGO BANK, NATIONAL ASSOCIATION SPECIAL SERVICER: CWCAPITAL ASSET MANAGEMENT LLC German American Capital Corporation Cantor Commercial Real Estate LendingOPERATING ADVISOR: PARK BRIDGE LENDER SERVICES LLC DIRECTING HOLDER: SEER CAPITAL PARTNERS MASTER FUND L.P. TRUSTEE: WILMINGTON TRUST, L.P. Natixis Real Estate Capital LLC Silverpeak Real Estate Finance LLC Sponsors and Mortgage Loan Sellers NATIONAL ASSOCIATION ANTICIPATED TIMING: TERM SHEET & ANNEX A-1: ATTACHED RED: TOMORROW (1/5) THIRD PARTY SYSTEMS: LATE TODAY (1/4) OR TOMORROW (1/5) INVESTOR MEETINGS AVAILABLE UPON REQUEST (CONTACT SALES COVERAGE) PRE-RECORDED INVESTOR CALL: TOMORROW (1/5) PRE-SALE REPORTS: TODAY (1/4) OR TOMORROW (1/5) ANTICIPATED PRICING: AFTER CREFC ANTICIPATED SETTLEMENT: 1/28 ROADSHOW: HARTFORD, BREAKFAST: WED (1/6) @ 8:30 AM ET, MAX'S DOWNTOWN BOSTON, LUNCH: WED (1/6) @ 12:00 PM ET, THE PALM MINNEAPOLIS, BREAKFAST: THUR (1/7) 2 7:30 AM CT, THE MARQUETTE HOTEL MEETINGS/CALLS: UPON REQUEST FREE WRITING PROSPECTUS FILED PURSUANT TO RULE 433 REGISTRATION FILE NO.: 000-000000-00 Co-Managers The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (File No. 333-193376207567) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the Securities and Exchange Commission 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 website at xxx.xxx.xxx. Alternatively, the depositor or Deutsche Bank Securities Inc.Cantor Xxxxxxxxxx & Co., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800212-503915-4611 1700 or by email to the following address: xxxxxxxxxx.xxxx@xx.xxxxxxxx@xxxx.xxx. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. FREE WRITING PROSPECTUS Filed Pursuant to Rule FILED PURSUANT TO RULE 433 Registration Statement No. 333REGISTRATION FILE NO.: 000-193376000000-11 September 18, 2014 The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (File No. 333-193376) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the Securities and Exchange Commission 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 Securities and Exchange Commission website at xxx.xxx.xxx. Alternatively, the depositor, Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send to you the prospectus if you request it by calling toll-free 1-800-503-4611 or by emailing xxxxxxxxxx.xxxx@xx.xxx. This free writing prospectus does not contain all information that is required to be included in the prospectus and the prospectus supplement. Any legends, disclaimers or other notices that may appear at the bottom of, or attached to, the email communication to which these materials are attached relating to (1) these materials not constituting an offer (or a solicitation of an offer), (2) no representation being made that these materials are accurate or complete and may not be updated or (3) these materials possibly being confidential, 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. This Supplement No. 1 to Free Writing Prospectus, dated September 18, 2014, relates to the offering of COMM 2014-LC17 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Class X-0, Xxxxx X-0, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class A-M, Class B, Class PEZ and Class C (collectively, the “Offered Certificates”) and clarifies, updates or adds the following information as it relates to (i) the free writing prospectus, dated September 15, 2014 and filed with the Securities and Exchange Commission under accession number 0001539497-14-001103 (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 September 15, 2014 and filed with the Securities and Exchange Commission under accession number 0001539497-14-001101 (the “Term Sheet”):00
Appears in 1 contract
Samples: Underwriting Agreement (CFCRE 2016-C3 Mortgage Trust)
STATEMENT REGARDING ASSUMPTIONS AS TO SECURITIES. PRICING ESTIMATES AND OTHER INFORMATION This material is for your information, and none of Deutsche Bank Securities Inc., Cantor Xxxxxxxxxx Fxxxxxxxxx & Co., Natixis UBS Securities Americas LLC, Citigroup Global Markets Inc.Societe Generale and CastleOak Securities, Nomura Securities International, Inc., L.P. or any other underwriter (the “Underwriters”) are soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security secuderity in any jurisdiction where such an offer or solicitation would be illegal. Neither this document nor anything contained herein shall form the basis for any contract or commitment whatsoever. The information contained herein is preliminary as of the date hereof. These materials are subject to change, completion or amendment from time to time. The information contained herein will be superseded by similar information delivered to you as part of the offering document relating to the COMM 2014CFCRE 2016-LC17 C7 Mortgage Trust Commercial Mortgage Pass-Through Certificates (the “Offering Document”). The information contained herein supersedes any such information previously delivered and should be reviewed only in conjunction with the entire Offering Document. All of the information contained herein is subject to the same limitations and qualifications contained in the Offering Document. The information contained herein does not contain all relevant information relating to the underlying mortgage loans or mortgaged properties. Such information is described elsewhere in the Offering Document. The information contained herein will be more fully described elsewhere in the Offering Document. The information contained herein should not be viewed as projections, forecasts, predictions or opinions with respect to value. Prior to making any investment decision, prospective investors are strongly urged to read the Offering Document its entirety. 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 is truthful or complete. Any representation to the contrary is a criminal offense. The attached information contains certain tables and other statistical analyses (the “Computational Materials”) which have been prepared in reliance upon information furnished by the Mortgage Loan Sellers. Numerous assumptions were used in preparing the Computational Materials, which may or may not be reflected herein. As such, no assurance can be given as to the Computational Materials’ accuracy, appropriateness or completeness in any particular context; or as to whether the Computational Materials and/or the assumptions upon which they are based reflect present market conditions or future market performance. The Computational Materials should not be construed as either projections or predictions or as legal, tax, financial or accounting advice. You should consult your own counsel, accountant and other advisors as to the legal, tax, business, financial and related aspects of a purchase of these securities. Any weighted average lives, yields and principal payment periods shown in the Computational Materials are based on prepayment and/or loss assumptions, and changes in such prepayment and/or loss assumptions may dramatically affect such weighted average lives, yields and principal payment periods. In addition, it is possible that prepayments or losses on the underlying assets will occur at rates higher or lower than the rates shown in the attached Computational Materials. The specific characteristics of the securities may differ from those shown in the Computational Materials due to differences between the final underlying assets and the preliminary underlying assets used in preparing the Computational Materials. The principal amount and designation of any security described in the Computational Materials are subject to change prior to issuance. None of Underwriters or any of their respective affiliates makes any representation or warranty as to the actual rate or timing of payments or losses on any of the underlying assets or the payments or yield on the securities. This document contains forward-looking statements. Those statements are subject to certain risks and uncertainties that could cause the success of collections and the actual cash flow generated to differ materially from the information set forth herein. While such information reflects projections prepared in good faith based upon methods and data that are believed to be reasonable and accurate as of the dates thereof, the issuer depositor undertakes no obligation to revise these forward-looking statements to reflect subsequent events or circumstances. Individuals should not place undue reliance on forward-looking statements and are advised to make their own independent analysis and determination with respect to the forecasted periods, which reflect the issuer’s view only as of the date hereof. IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS Any legends, disclaimers or other notices that may appear at the bottom of the email communication to which this free writing prospectus is attached relating to (1) these materials not constituting an offer (or a solicitation of an offer), (2) no representation being made that these materials are accurate or complete and may not be updated or (3) these materials possibly being confidential, 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 system. FREE WRITING PROSPECTUS FILED PURSUANT TO RULE 433 REGISTRATION FILE NO.: 333-207567-04 ----- Original Message ----- From: SXXXXXX XXXXXXXX (Approximate Offered CertificatesCXXXXX, FXXXXXXXXX L) Ladder Capital Finance LLC German American Capital Corporation Cantor Commercial Real Estate LendingAt: 12/01/16 10:29:23 **The updated termsheet and Annex A-1 reflect a change to 20 Xxxxxx Xxxxx The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, L.P. Natixis Real Estate Capital LLC Silverpeak Real Estate Finance LLC Sponsors you should read the prospectus in that registration statement and Mortgage Loan Sellers other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-000-000-0000. Any legends, disclaimers or notices that appear below are not applicable to this message and should be disregarded. Such text has been automatically generated via Bloomberg or another system. ------------------------------------------------------------------------------- hxxx://xxx.xxxxxx.xxx/xxxxxxxxx This electronic mail message and any attached files contain information intended for the exclusive use of the individual or entity to whom it is addressed and may contain information that is proprietary, privileged, confidential and/or exempt from disclosure under applicable law. If you are not the intended recipient, you are hereby notified that any viewing, copying, disclosure or distribution of this information may be subject to legal restriction or sanction. Please notify the sender, by electronic mail or telephone, of any unintended recipients and delete the original message without making any copies. FREE WRITING PROSPECTUS FILED PURSUANT TO RULE 433 REGISTRATION FILE NO.: 333-207567-04 The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (File No. 333-193376207567) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the Securities and Exchange Commission 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 website at xxx.xxx.xxxwxx.xxx.xxx. Alternatively, the depositor or Deutsche Bank Securities Inc.Cantor Fxxxxxxxxx & Co., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800212-503915-4611 1700 or by email to the following address: xxxxxxxxxx.xxxx@xx.xxxlxxxx@xxxx.xxx. The offered certificates Offered Certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes Classes of certificates Certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificatesCertificates, a contract of sale will come into being no sooner than the date on which the relevant class Class has been priced and we have verified the allocation of certificates Certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. FREE WRITING PROSPECTUS Filed Pursuant to Rule FILED PURSUANT TO RULE 433 Registration Statement No. REGISTRATION FILE NO.: 333-193376207567-11 September 18, 2014 The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (File No. 333-193376) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the Securities and Exchange Commission 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 Securities and Exchange Commission website at xxx.xxx.xxx. Alternatively, the depositor, Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send to you the prospectus if you request it by calling toll-free 1-800-503-4611 or by emailing xxxxxxxxxx.xxxx@xx.xxx. This free writing prospectus does not contain all information that is required to be included in the prospectus and the prospectus supplement. Any legends, disclaimers or other notices that may appear at the bottom of, or attached to, the email communication to which these materials are attached relating to (1) these materials not constituting an offer (or a solicitation of an offer), (2) no representation being made that these materials are accurate or complete and may not be updated or (3) these materials possibly being confidential, 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. This Supplement No. 1 to Free Writing Prospectus, dated September 18, 2014, relates to the offering of COMM 2014-LC17 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Class X-0, Xxxxx X-0, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class A-M, Class B, Class PEZ and Class C (collectively, the “Offered Certificates”) and clarifies, updates or adds the following information as it relates to (i) the free writing prospectus, dated September 15, 2014 and filed with the Securities and Exchange Commission under accession number 0001539497-14-001103 (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 September 15, 2014 and filed with the Securities and Exchange Commission under accession number 0001539497-14-001101 (the “Term Sheet”):04
Appears in 1 contract
Samples: Underwriting Agreement (CFCRE 2016-C7 Mortgage Trust)
STATEMENT REGARDING ASSUMPTIONS AS TO SECURITIES. PRICING ESTIMATES AND OTHER INFORMATION This material is for your information, and none of Deutsche Bank Securities Inc., Cantor Xxxxxxxxxx & Co.UBS Securities LLC, Natixis Securities Americas LLC, Citigroup Global KeyBanc Capital Markets Inc., Nomura Securities InternationalXxxxxx Xxxxxxxx, Inc.LLC, Xxxxxxx, Xxxxx & Co. or any other underwriter (the “Underwriters”) are soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. Neither this document nor anything contained herein shall form the basis for any contract or commitment whatsoever. The information contained herein is preliminary as of the date hereof. These materials are subject to change, completion or amendment from time to time. The information contained herein will be superseded by similar information delivered to you as part of the offering document relating to the COMM 2014-LC17 Mortgage Trust Commercial Mortgage Pass-Through Certificates Certificates, Series COMM 2014-UBS3 (the “Offering Document”). The information contained herein supersedes any such information previously delivered and should be reviewed only in conjunction with the entire Offering Document. All of the information contained herein is subject to the same limitations and qualifications contained in the Offering Document. The information contained herein does not contain all relevant information relating to the underlying mortgage loans or mortgaged properties. Such information is described elsewhere in the Offering Document. The information contained herein will be more fully described elsewhere in the Offering Document. The information contained herein should not be viewed as projections, forecasts, predictions or opinions with respect to value. Prior to making any investment decision, prospective investors are strongly urged to read the Offering Document its entirety. 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 is truthful or complete. Any representation to the contrary is a criminal offense. The attached information contains certain tables and other statistical analyses (the “Computational Materials”) which have been prepared in reliance upon information furnished by the Mortgage Loan Sellers. Numerous assumptions were used in preparing the Computational Materials, which may or may not be reflected herein. As such, no assurance can be given as to the Computational Materials’ accuracy, appropriateness or completeness in any particular context; or as to whether the Computational Materials and/or the assumptions upon which they are based reflect present market conditions or future market performance. The Computational Materials should not be construed as either projections or predictions or as legal, tax, financial or accounting advice. You should consult your own counsel, accountant and other advisors as to the legal, tax, business, financial and related aspects of a purchase of these securities. Any weighted average lives, yields and principal payment periods shown in the Computational Materials are based on prepayment and/or loss assumptions, and changes in such prepayment and/or loss assumptions may dramatically affect such weighted average lives, yields and principal payment periods. In addition, it is possible that prepayments or losses on the underlying assets will occur at rates higher or lower than the rates shown in the attached Computational Materials. The specific characteristics of the securities may differ from those shown in the Computational Materials due to differences between the final underlying assets and the preliminary underlying assets used in preparing the Computational Materials. The principal amount and designation of any security described in the Computational Materials are subject to change prior to issuance. None of Underwriters or any of their respective affiliates makes any representation or warranty as to the actual rate or timing of payments or losses on any of the underlying assets or the payments or yield on the securities. This document contains forward-looking statements. Those statements are subject to certain risks and uncertainties that could cause the success of collections and the actual cash flow generated to differ materially from the information set forth herein. While such information reflects projections prepared in good faith based upon methods and data that are believed to be reasonable and accurate as of the dates thereof, the issuer undertakes no obligation to revise these forward-looking statements to reflect subsequent events or circumstances. Individuals should not place undue reliance on forward-looking statements and are advised to make their own independent analysis and determination with respect to the forecasted periods, which reflect the issuer’s view only as of the date hereof. IRS CIRCULAR 230 NOTICE: THIS FREE WRITING PROSPECTUS IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF AVOIDING U.S. FEDERAL, STATE OR LOCAL TAX PENALTIES. THIS FREE WRITING PROSPECTUS IS WRITTEN AND PROVIDED IN CONNECTION WITH THE PROMOTION OR MARKETING BY THE DEPOSITOR AND THE UNDERWRITERS OF THE TRANSACTION OR MATTERS ADDRESSED HEREIN. INVESTORS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR. IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS Any legends, disclaimers or other notices that may appear at the bottom of the email communication to which this free writing prospectus is attached relating to (1) these materials not constituting an offer (or a solicitation of an offer), (2) no representation being made that these materials are accurate or complete and may not be updated or (3) these materials possibly being confidential, 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 system. (Approximate Offered Certificates) Ladder Capital Finance LLC German American Capital Corporation Cantor Commercial Real Estate Lending, L.P. Natixis Real Estate Capital LLC Silverpeak Real Estate Finance LLC Sponsors and Mortgage Loan Sellers The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission SEC (SEC File No. 333-193376) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the Securities and Exchange Commission SEC for more complete information about the depositor, the issuing entity trust and this offering. You may get these documents for free by visiting XXXXX on the SEC website at xxx.xxx.xxx. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: xxxxxxxxxx.xxxx@xx.xxx. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. FREE WRITING PROSPECTUS Filed Pursuant to Rule 433 Registration Statement No. 333-193376-11 September 18, 2014 The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (File No. 333-193376) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the Securities and Exchange Commission 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 Securities and Exchange Commission website at xxx.xxx.xxx. Alternatively, the depositor, Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send to you the prospectus if you request it by calling toll-free 1-800-503-4611 or by emailing xxxxxxxxxx.xxxx@xx.xxx. This free writing prospectus does not contain all information that is required to be included in the prospectus and the prospectus supplement. Any legends, disclaimers or other notices that may appear at the bottom of, or attached to, the email communication to which these materials are attached relating to (1) these materials not constituting an offer (or a solicitation of an offer), (2) no representation being made that these materials are accurate or complete and may not be updated or (3) these materials possibly being confidential, 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. This Supplement No. 1 to Free Writing Prospectus, dated September 18, 2014, relates to the offering of COMM 2014-LC17 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Class X-0, Xxxxx X-0, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class A-M, Class B, Class PEZ and Class C (collectively, the “Offered Certificates”) and clarifies, updates or adds the following information as it relates to (i) the free writing prospectus, dated September 15, 2014 and filed with the Securities and Exchange Commission under accession number 0001539497-14-001103 (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 September 15, 2014 and filed with the Securities and Exchange Commission under accession number 0001539497-14-001101 (the “Term Sheet”):.
Appears in 1 contract
Samples: Underwriting Agreement (COMM 2014-Ubs3 Mortgage Trust)
STATEMENT REGARDING ASSUMPTIONS AS TO SECURITIES. PRICING ESTIMATES AND OTHER INFORMATION This material is for your information, and none of Deutsche Bank Securities Inc., Cantor Xxxxxxxxxx & Co.UBS Securities LLC, Natixis Securities Americas LLC, Citigroup Global KeyBanc Capital Markets Inc., Nomura Securities InternationalXxxxxx Xxxxxxxx, Inc.LLC, Xxxxxxx, Xxxxx & Co. or any other underwriter (the “Underwriters”) are soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. Neither this document nor anything contained herein shall form the basis for any contract or commitment whatsoever. The information contained herein is preliminary as of the date hereof. These materials are subject to change, completion or amendment from time to time. The information contained herein will be superseded by similar information delivered to you as part of the offering document relating to the COMM 2014-LC17 Mortgage Trust Commercial Mortgage Pass-Through Certificates Certificates, Series COMM 2014-UBS3 (the “Offering Document”). The information contained herein supersedes any such information previously delivered and should be reviewed only in conjunction with the entire Offering Document. All of the information contained herein is subject to the same limitations and qualifications contained in the Offering Document. The information contained herein does not contain all relevant information relating to the underlying mortgage loans or mortgaged properties. Such information is described elsewhere in the Offering Document. The information contained herein will be more fully described elsewhere in the Offering Document. The information contained herein should not be viewed as projections, forecasts, predictions or opinions with respect to value. Prior to making any investment decision, prospective investors are strongly urged to read the Offering Document its entirety. 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 is truthful or complete. Any representation to the contrary is a criminal offense. The attached information contains certain tables and other statistical analyses (the “Computational Materials”) which have been prepared in reliance upon information furnished by the Mortgage Loan Sellers. Numerous assumptions were used in preparing the Computational Materials, which may or may not be reflected herein. As such, no assurance can be given as to the Computational Materials’ accuracy, appropriateness or completeness in any particular context; or as to whether the Computational Materials and/or the assumptions upon which they are based reflect present market conditions or future market performance. The Computational Materials should not be construed as either projections or predictions or as legal, tax, financial or accounting advice. You should consult your own counsel, accountant and other advisors as to the legal, tax, business, financial and related aspects of a purchase of these securities. Any weighted average lives, yields and principal payment periods shown in the Computational Materials are based on prepayment and/or loss assumptions, and changes in such prepayment and/or loss assumptions may dramatically affect such weighted average lives, yields and principal payment periods. In addition, it is possible that prepayments or losses on the underlying assets will occur at rates higher or lower than the rates shown in the attached Computational Materials. The specific characteristics of the securities may differ from those shown in the Computational Materials due to differences between the final underlying assets and the preliminary underlying assets used in preparing the Computational Materials. The principal amount and designation of any security described in the Computational Materials are subject to change prior to issuance. None of Underwriters or any of their respective affiliates makes any representation or warranty as to the actual rate or timing of payments or losses on any of the underlying assets or the payments or yield on the securities. This document contains forward-looking statements. Those statements are subject to certain risks and uncertainties that could cause the success of collections and the actual cash flow generated to differ materially from the information set forth herein. While such information reflects projections prepared in good faith based upon methods and data that are believed to be reasonable and accurate as of the dates thereof, the issuer undertakes no obligation to revise these forward-looking statements to reflect subsequent events or circumstances. Individuals should not place undue reliance on forward-looking statements and are advised to make their own independent analysis and determination with respect to the forecasted periods, which reflect the issuer’s view only as of the date hereof. IRS CIRCULAR 230 NOTICE: THIS FREE WRITING PROSPECTUS IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF AVOIDING U.S. FEDERAL, STATE OR LOCAL TAX PENALTIES. THIS FREE WRITING PROSPECTUS IS WRITTEN AND PROVIDED IN CONNECTION WITH THE PROMOTION OR MARKETING BY THE DEPOSITOR AND THE UNDERWRITERS OF THE TRANSACTION OR MATTERS ADDRESSED HEREIN. INVESTORS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR. IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS Any legends, disclaimers or other notices that may appear at the bottom of the email communication to which this free writing prospectus is attached relating to (1) these materials not constituting an offer (or a solicitation of an offer), (2) no representation being made that these materials are accurate or complete and may not be updated or (3) these materials possibly being confidential, 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 system. (Approximate Offered Certificates) Ladder Capital Finance LLC German American Capital Corporation Cantor Commercial Real Estate Lending, L.P. Natixis Real Estate Capital LLC Silverpeak Real Estate Finance LLC Sponsors and Mortgage Loan Sellers The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (File No. 333-193376) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the Securities and Exchange Commission 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 website at xxx.xxx.xxx. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by email to the following address: xxxxxxxxxx.xxxx@xx.xxx. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us. FREE WRITING PROSPECTUS Filed Pursuant to Rule 433 Registration Statement No. 333-193376-11 September 18, 2014 The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (File No. 333-193376) for the offering to which this communication relates. Before you invest, you should read the prospectus in the that registration statement and other documents the depositor has filed with the Securities and Exchange Commission for more complete information about the depositor, the issuing entity depositor and this offering. You may get these documents for free by visiting XXXXX on the Securities and Exchange Commission website at xxx.xxx.xxx. Alternatively, the depositor, Deutsche Bank Securities Inc., any other underwriter, underwriter or any dealer participating in this offering will arrange to send to you the prospectus if you request it by calling toll-free 1-800-503-4611 or by emailing e-mailing xxxxxxxxxx.xxxx@xx.xxx. This May 20, 2014 UPDATE to the free writing prospectus does not contain all information that is required to be included in the prospectus (structural and the prospectus supplement. Any legends, disclaimers or other notices that may appear at the bottom of, or attached to, the email communication to which these materials are attached relating to (1) these materials not constituting an offer (or a solicitation of an offercollateral term sheet), (2) no representation being made that these materials are accurate or complete and may not be updated or (3) these materials possibly being confidential, 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. This Supplement No. 1 to Free Writing Prospectus, dated September 18May 15, 2014, relates to the offering of COMM 2014-LC17 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Class X-0, Xxxxx X-0, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class A-M, Class B, Class PEZ and Class C (collectively, the “Offered Certificates”) and clarifies, updates or adds the following information as it relates to (i) the free writing prospectus, dated September May 15, 2014 and filed with the Securities and Exchange Commission under accession number 0001539497-14-001103 (the “Primary Free Writing Prospectus”; capitalized ). Capitalized terms used herein but not defined herein are used as defined will have such meanings ascribed to them in the Primary Free Writing Prospectus. COLLATERAL UPDATE With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to the Primary Free Writing Prospectus as Equitable Plaza, representing approximately 9.0% of the Initial Outstanding Pool Balance, the County of Los Angeles tenant is rated “AA+” by S&P and the State of California tenant is rated “A” by Fitch. With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to the Primary Free Writing Prospectus as Southfield Town Center, representing approximately 7.6% of the Initial Outstanding Pool Balance, at origination, the borrowers deposited $2,384,802.07 into an outstanding free rent and rent abatement reserve account (also identified as a Free Rent Reserve) and $3,991,750.69 into an outstanding leasing cost reserve account (ii) also identified as an Existing Leases Reserve). With respect to the free writing prospectus also designated Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to the Primary Free Writing Prospectus as Xxxxxx Xxxxxxxxx University Place, representing approximately 4.3% of the “Structural Initial Outstanding Pool Balance, since 2007, the related borrower sponsor has spent approximately $11.7 million in capital expenditures at the related Mortgaged Property. With respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A-1 to the Primary Free Writing Prospectus as Village Square and Collateral Term Sheet”Deerpath Court, dated September 15representing approximately 2.9% of the Initial Outstanding Pool Balance, 2014 and filed with the Securities and Exchange Commission under accession number 0001539497-14-001101 (the “Term Sheet”):Sears Appliance and
Appears in 1 contract
Samples: Underwriting Agreement (COMM 2014-Ubs3 Mortgage Trust)