FWP 1 n270_fwpx7.htm FREE WRITING PROSPECTUS Unassociated Document
   
FREE WRITING PROSPECTUS
   
FILED PURSUANT TO RULE 433
   
REGISTRATION FILE NO.: 333-172366-11
     
 
(wells fargo logo) (rbs logo) 
 
 
 
THIS FREE WRITING PROSPECTUS, DATED DECEMBER 16, 2013, MAY BE AMENDED OR
COMPLETED PRIOR TO TIME OF SALE.
 
The depositor has filed a registration statement (including a prospectus) with the SEC (SEC File No. 333-172366) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or any underwriter or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling 1-800-745-2063 (8 a.m. – 5 p.m. EST) or by emailing wfs.cmbs@wellsfargo.com.
 
SUPPLEMENT TO FREE WRITING PROSPECTUS AND STRUCTURAL AND
COLLATERAL TERM SHEET, EACH DATED DECEMBER 9, 2013
 
$905,617,000
(Approximate)
 
WFRBS Commercial Mortgage Trust 2013-C18
as Issuing Entity
 
Wells Fargo Commercial Mortgage Securities, Inc.
as Depositor
 
Wells Fargo Bank, National Association
The Royal Bank of Scotland
Liberty Island Group I LLC
Basis Real Estate Capital II, LLC
NCB, FSB
UBS Real Estate Securities Inc.
C-III Commercial Mortgage LLC
as Sponsors and Mortgage Loan Sellers
 
Commercial Mortgage Pass-Through Certificates
Series 2013-C18
 
 
December 16, 2013
 
 
 
 
 WELLS FARGO SECURITIES  RBS
   
 Co-Lead Manager and Co-Bookrunner  Co-Lead Manager and Co-Bookrunner
 
 
Deutsche Bank Securities
Co-Manager
 
 
 

 
 
$905,617,000 (Approximate)
WFRBS Commercial Mortgage Trust 2013-C18
Commercial Mortgage Pass-Through Certificates, Series 2013-C18
 
IMPORTANT NOTICE REGARDING THE CERTIFICATES
 
 
THE CERTIFICATES REFERRED TO IN THESE MATERIALS 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 SUPPLEMENT) AND ARE OFFERED ON A “WHEN, AS AND IF ISSUED” BASIS. PROSPECTIVE INVESTORS SHOULD UNDERSTAND THAT, WHEN CONSIDERING THE PURCHASE OF THESE SECURITIES, A CONTRACT OF SALE WILL COME INTO BEING NO SOONER THAN THE DATE ON WHICH THE RELEVANT CLASS OF CERTIFICATES HAS BEEN PRICED AND THE UNDERWRITERS HAVE CONFIRMED THE ALLOCATION OF CERTIFICATES TO BE MADE TO INVESTORS; ANY “INDICATIONS OF INTEREST” EXPRESSED BY ANY PROSPECTIVE INVESTOR, AND ANY “SOFT CIRCLES” GENERATED BY THE UNDERWRITERS, WILL NOT CREATE BINDING CONTRACTUAL OBLIGATIONS FOR SUCH PROSPECTIVE INVESTORS, ON THE ONE HAND, OR THE UNDERWRITERS, THE DEPOSITOR OR ANY OF THEIR RESPECTIVE AGENTS OR AFFILIATES, ON THE OTHER HAND.
 
AS A RESULT OF THE FOREGOING, A PROSPECTIVE INVESTOR MAY COMMIT TO PURCHASE CERTIFICATES THAT HAVE CHARACTERISTICS THAT MAY CHANGE, AND EACH PROSPECTIVE INVESTOR IS ADVISED THAT ALL OR A PORTION OF THE CERTIFICATES REFERRED TO IN THESE MATERIALS MAY BE ISSUED WITHOUT ALL OR CERTAIN OF THE CHARACTERISTICS DESCRIBED IN THESE MATERIALS. THE UNDERWRITERS’ OBLIGATION TO SELL CERTIFICATES TO ANY PROSPECTIVE INVESTOR IS CONDITIONED ON THE CERTIFICATES AND THE TRANSACTION HAVING THE CHARACTERISTICS DESCRIBED IN THESE MATERIALS. IF THE UNDERWRITERS DETERMINE THAT A CONDITION IS NOT SATISFIED IN ANY MATERIAL RESPECT, SUCH PROSPECTIVE INVESTOR WILL BE NOTIFIED, AND NEITHER THE DEPOSITOR NOR THE UNDERWRITERS WILL HAVE ANY OBLIGATION TO SUCH PROSPECTIVE INVESTOR TO DELIVER ANY PORTION OF THE CERTIFICATES WHICH SUCH PROSPECTIVE INVESTOR HAS COMMITTED TO PURCHASE, AND THERE WILL BE NO LIABILITY BETWEEN THE UNDERWRITERS, THE DEPOSITOR OR ANY OF THEIR RESPECTIVE AGENTS OR AFFILIATES, ON THE ONE HAND, AND SUCH PROSPECTIVE INVESTOR, ON THE OTHER HAND, AS A CONSEQUENCE OF THE NON-DELIVERY.
 
EACH PROSPECTIVE INVESTOR HAS REQUESTED THAT THE UNDERWRITERS PROVIDE TO SUCH PROSPECTIVE INVESTOR INFORMATION IN CONNECTION WITH SUCH PROSPECTIVE INVESTOR’S CONSIDERATION OF THE PURCHASE OF THE CERTIFICATES DESCRIBED IN THESE MATERIALS. THESE MATERIALS ARE BEING PROVIDED TO EACH PROSPECTIVE INVESTOR FOR INFORMATIVE PURPOSES ONLY IN RESPONSE TO SUCH PROSPECTIVE INVESTOR’S SPECIFIC REQUEST. THE UNDERWRITERS DESCRIBED IN THESE MATERIALS MAY FROM TIME TO TIME PERFORM INVESTMENT BANKING SERVICES FOR, OR SOLICIT INVESTMENT BANKING BUSINESS FROM, ANY COMPANY NAMED IN THESE MATERIALS. THE UNDERWRITERS AND/OR THEIR AFFILIATES OR RESPECTIVE EMPLOYEES MAY FROM TIME TO TIME HAVE A LONG OR SHORT POSITION IN ANY SECURITY OR CONTRACT DISCUSSED IN THESE MATERIALS.
 
THE INFORMATION CONTAINED HEREIN SUPERSEDES ANY PREVIOUS SUCH INFORMATION DELIVERED TO ANY PROSPECTIVE INVESTOR AND WILL BE SUPERSEDED BY INFORMATION DELIVERED TO SUCH PROSPECTIVE INVESTOR PRIOR TO THE TIME OF SALE.
 
 
 
Wells Fargo Securities is the trade name for the capital markets and investment banking services of Wells Fargo & Company and its subsidiaries, including but not limited to WFS, a member of NYSE, FINRA, NFA and SIPC, Wells Fargo Institutional Securities, LLC a member of FINRA and SIPC, and Wells Fargo Bank, National Association.  Wells Fargo Securities carries and provides clearing services for Wells Fargo Institutional Securities, LLC customer accounts.
 
RBS is a trade name for the investment banking business of RBSSI.  Securities, syndicated loan arranging, financial advisory and other investment banking activities are performed by RBSSI and their securities affiliates.  Lending, derivatives and other commercial banking activities are performed by The Royal Bank of Scotland plc and their banking affiliates.  RBSSI is a member of SIPC, FINRA and the NYSE.
 
 
THE INFORMATION IN THIS SUPPLEMENT IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS SUPPLEMENT IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
i

 
 
$905,617,000 (Approximate)
WFRBS Commercial Mortgage Trust 2013-C18
Commercial Mortgage Pass-Through Certificates, Series 2013-C18
 
IMPORTANT NOTICE RELATING TO AUTOMATICALLY-GENERATED EMAIL DISCLAIMERS
 
Any legends, disclaimers or other notices that may appear at the bottom of any email communication to which this Supplement is attached relating to (1) these materials not constituting an offer (or a solicitation of an offer), (2) no representation 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.
 
 
 
 
THE INFORMATION IN THIS SUPPLEMENT IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS SUPPLEMENT IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
ii

 
 
$905,617,000 (Approximate)
WFRBS Commercial Mortgage Trust 2013-C18
Commercial Mortgage Pass-Through Certificates, Series 2013-C18
 
The Free Writing Prospectus dated December 9, 2013 (the “Free Writing Prospectus”) and the Structural and Collateral Term Sheet dated December 9, 2013 (the “Term Sheet”) are hereby updated as set forth below.  The information in this supplement dated December 13, 2013 (the “Supplement”) supersedes any contradictory information in the Free Writing Prospectus and the Term Sheet.  Defined terms used in this Supplement but not defined herein have the meanings given to them in the Free Writing Prospectus.  In all other respects, except as modified below, the Free Writing Prospectus and Term Sheet remain unmodified.
 
Collateral Update
 
1.    In addition to the information contained in the first bullet point of the first paragraph under the caption “Description of the Mortgage Pool—Litigation Considerations” in the Free Writing Prospectus, UBS Real Estate Securities Inc., the related mortgage loan seller, has provided us with the following new information, which we bring to your attention:
 
 
In the case of the Mortgaged Property identified on Annex A-1 to this free writing prospectus as Sullivan Center, which secures a Mortgage Loan representing approximately 3.7% of the Cut-off Date Balance, certain affiliates of one of the sponsors and of the property manager were recently indicted on federal criminal charges.  Laurance Freed, one of the beneficial owners of DDL LLC (“DDL”), an indirect owner of the sole member of the related borrower, and Joseph Freed and Associates LLC (“JFA”), one of the Mortgage Loan sponsors and the property manager, as well as Caroline Walters, a vice president and the treasurer of JFA, were indicted on December 12, 2013 on federal fraud charges.  The indictment alleges that Mr. Freed and Ms. Walters lied about and concealed unpaid property taxes, used $2.4 million of previously-pledged collateral as collateral for a new loan, and diverted proceeds from such collateral away from the existing lenders and in favor of the new lenders, all in order to secure a credit extension and payments from the City of Chicago at a time when they knew that JFA was having financial difficulties.  Mr. Freed and Ms. Walters were each charged with seven counts of bank fraud, one count of mail fraud, and five counts of making false statements to banks.  The indictment seeks forfeiture of $2,995,295 in alleged fraud proceeds from both defendants.  Each count of the indictment carries a maximum penalty of 30 years in prison and a $1 million fine, and restitution is mandatory.  If either Mr. Freed or Ms. Walters is convicted, the court would be required to impose a reasonable sentence under federal statutes and the advisory United States Sentencing Guidelines.  No assurance can be given that the foregoing criminal proceedings or other litigation in which Mr. Freed or JFA are involved will not have an adverse effect on JFA’s ability to manage the Sullivan Center Mortgaged Property.
 
Investors are encouraged to review “Summaries of the Fifteen Largest Mortgage Loans—Sullivan Center” attached as Annex A-3 to this free writing prospectus, and in particular the sections under the sub-headings “—The Borrower,” “—Lockbox and Cash Management”, “—Major Tenants” and “—Lease Expiration Schedule”.

THE INFORMATION IN THIS SUPPLEMENT IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS SUPPLEMENT IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
 
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