| FREE WRITING PROSPECTUS | ||
| FILED PURSUANT TO RULE 433 | ||
| REGISTRATION FILE NO.: 333-206582-06 | ||
NEW ISSUE CMBS: $710.050mm Morgan Stanley Capital Series 2016-UBS12
CO-LEAD MANAGERS & BOOKRUNNERS: Morgan Stanley, UBS Securities LLC and Bank of America Merrill Lynch
CO-MANAGER: Natixis Securities Americas LLC and Academy Securities
PUBLICLY OFFERED CERTIFICATES
| CLASS | Moody's/Fitch/KBRA | SIZE($MM) | WAL(YRS) | CE% | PRIN WINDOW |
NOI DY% |
LTV% |
| A-1 | Aaa(sf)/AAAsf/AAA(sf) | $38.800 | 2.62 | 30.000% | 1-57 | 15.1% | 43.3% |
| A-2 | Aaa(sf)/AAAsf/AAA(sf) | $54.700 | 4.88 | 30.000% | 57-59 | 15.1% | 43.3% |
| A-SB | Aaa(sf)/AAAsf/AAA(sf) | $56.000 | 7.47 | 30.000% | 59-117 | 15.1% | 43.3% |
| A-3 | Aaa(sf)/AAAsf/AAA(sf) | $190.000 | 9.84 | 30.000% | 117-119 | 15.1% | 43.3% |
| A-4 | Aaa(sf)/AAAsf/AAA(sf) | $237.609 | 9.94 | 30.000% | 119-119 | 15.1% | 43.3% |
| A-S | Aa3(sf)/AAAsf/AAA(sf) | $50.497 | 9.94 | 23.875% | 119-119 | 13.9% | 47.0% |
| B | NR/AA-sf/AA+(sf) | $40.191 | 9.94 | 19.000% | 119-119 | 13.1% | 50.1% |
| C | NR/A-sf/A(sf) | $42.253 | 9.94 | 13.875% | 119-119 | 12.3% | 53.2% |
| POOL BALANCE: | $824,441,736 |
| NUMBER OF LOANS/PROPERTIES: | 42/72 |
| WA MORTGAGE INT. RATE: | 4.1671% |
| WA CUT-OFF LTV: | 61.8% |
| WA UW NCF DSCR: | 1.98x |
| WA UW NOI DEBT YLD: | 10.6% |
| WA ORIG TERM TO MATURITY: | 116 |
| WA ORIG AMORTIZING TERM: | 353 |
| TEN LARGEST LOANS: | 62.4% |
| LOAN SELLERS: | UBS(40.0%), MS(22.8%), BANA(14.9%), NXS(13.8%), MS/UBS(8.5%) |
| TOP 5 STATES: | CA(15.6%), GA(11.6%), FL(11.2%), NY(11.0%), CT(9.3%) |
| TOP 5 PROPERTY TYPES: | RT(38.4%), OF(23.1%), HT(12.2%), MU(10.8%), MF(9.2%) |
| MASTER SERVICER: | Midland Loan Services, a Division of PNC Bank, National Assocation |
| SPECIAL SERVICER: | Rialto Capital Advisors, LLC, |
| TRUSTEE: | Wells Fargo Bank, National Association |
| CERT ADMIN: | Wells Fargo Bank, National Association |
| TRUST ADVISOR: | Park Bridge Lender Services LLC |
| INITIAL CNTRLG CLASS REP: | Rialto Capital Advisors, LLC, |
| Roadshow Schedule: | |
| Monday, November 14th | |
| Hartford: | 8:00am group breakfast meeting |
| Max Downtown (Blue Room) - 185 Asylum Street | |
| Boston: | 12:00pm group lunch meeting |
| UBS Office (One Post Office Square, 34th Flr, Peabody Room) | |
| Tuesday, November 15th | |
| Des Moines: | 8:00am group breakfast meeting |
| Des Lux Hotel (Boardroom) | |
| Minneapolis: | 1:30pm group lunch meeting |
| The Grand Hotel (3 Mississippi Room) | |
| New York: | 1:1 meetings available upon request |
| Wednesday, November 16th | |
| Cincinnati: | 8:00 am 1:1 meeting |
| (available as a group meeting, please call sales) | |
| Chicago: | 12:30 pm group meeting |
| UBS office, 1 Wacker Drive | |
| Milwaukee: | 3:00 pm group meeting |
| The Pfister Hotel | |
| INVESTOR GROUP CALL: | Monday, November 1, 1:00pm EDT |
| 888-419-5570 / Code: 388 436 10 | |
| EXPECTED PRICING: | Week of 11/14 |
| EXPECTED SETTLEMENT: | On or about 12/07/16 |
| ATTACHED: | TERM SHEET, ANNEX A-1 |
*** The depositor has filed a registration statement (including a prospectus) with the SEC (File # 333-206582) for the offering to which this free writing prospectus relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 1-866-718-1649 or by email to prospectus@ms.com. ***
**** IMPORTANT NOTICE REGARDING THE CONDITIONS FOR THIS OFFERING OF ASSET-BACKED SECURITIES
THE ASSET-BACKED SECURITIES REFERRED TO IN THESE MATERIALS ARE BEING OFFERED WHEN, AS AND IF ISSUED. IN PARTICULAR, YOU ARE ADVISED THAT ASSET-BACKED SECURITIES, AND THE ASSET POOLS BACKING THEM, ARE SUBJECT TO MODIFICATION OR REVISION (INCLUDING, AMONG OTHER THINGS, THE POSSIBILITY THAT ONE OR MORE CLASSES OF SECURITIES MAY BE SPLIT, COMBINED OR ELIMINATED) AT ANY TIME PRIOR TO ISSUANCE OR AVAILABILITY OF A FINAL OFFERING DOCUMENT. AS A RESULT, YOU MAY COMMIT TO PURCHASE SECURITIES THAT HAVE CHARACTERISTICS THAT MAY CHANGE, AND YOU ARE ADVISED THAT ALL OR A PORTION OF THE SECURITIES MAY NOT BE ISSUED THAT HAVE THE CHARACTERISTICS DESCRIBED IN THESE MATERIALS. OUR OBLIGATION TO SELL SECURITIES TO YOU IS CONDITIONED ON THE SECURITIES AND THE UNDERLYING TRANSACTION HAVING THE CHARACTERISTICS DESCRIBED IN THESE MATERIALS. IF WE DETERMINE THAT CONDITION IS NOT SATISFIED IN ANY MATERIAL RESPECT, WE WILL NOTIFY YOU, AND NEITHER THE ISSUING ENTITY OR ANY UNDERWRITER WILL HAVE ANY OBLIGATION TO YOU TO DELIVER ALL OR ANY PORTION OF THE SECURITIES WHICH YOU HAVE COMMITTED TO PURCHASE, AND THERE WILL BE NO LIABILITY BETWEEN US AS A CONSEQUENCE OF THE NON-DELIVERY. ****
**** IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS
ANY LEGENDS, DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR AT THE BOTTOM OF THIS E-MAIL OR AT THE BOTTOM OF THE E-MAIL COMMUNICATION TO WHICH THIS MATERIAL MAY HAVE BEEN ATTACHED ARE NOT APPLICABLE TO THESE MATERIALS AND SHOULD BE DISREGARDED. SUCH LEGENDS, DISCLAIMERS OR OTHER NOTICES HAVE BEEN AUTOMATICALLY GENERATED AS A RESULT OF THESE MATERIALS HAVING BEEN SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM. ****
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