| FREE WRITING PROSPECTUS | ||
| FILED PURSUANT TO RULE 433 | ||
| REGISTRATION FILE NO.: 333-195164-13 | ||
THIS FREE WRITING PROSPECTUS, DATED SEPTEMBER 14, 2015, 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. 333-195164) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting 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.
Nothing in this document constitutes an offer of securities for sale in any jurisdiction where the offer or sale is not permitted. The information contained herein is preliminary as of the date hereof, supersedes any such information previously delivered to you and will be superseded by any such information subsequently delivered and ultimately by the final prospectus relating to the securities. These materials are subject to change, completion, supplement or amendment from time to time.
SUPPLEMENT TO FREE WRITING PROSPECTUS AND STRUCTURAL AND COLLATERAL TERM SHEET, EACH DATED SEPTEMBER 8, 2015
$887,831,000
(Approximate)
Wells Fargo Commercial Mortgage Trust 2015-LC22
as Issuing Entity
Wells Fargo Commercial Mortgage Securities, Inc.
as Depositor
Ladder Capital Finance LLC
Rialto Mortgage Finance, LLC
Wells Fargo Bank, National Association
National Cooperative
Bank, N.A.
as Sponsors and Mortgage Loan Sellers
Commercial Mortgage Pass-Through Certificates
Series 2015-LC22
September 14, 2015
| WELLS FARGO SECURITIES |
| Lead Manager and Sole Bookrunner |
| Deutsche Bank Securities Co-Manager |
Morgan Stanley Co-Manager |
$887,831,000 (Approximate)
Wells Fargo Commercial Mortgage Trust 2015-LC22
Commercial Mortgage Pass-Through Certificates, Series 2015-LC22
IMPORTANT NOTICE REGARDING THE CERTIFICATES
THE 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. 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.
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 Wells Fargo Securities, LLC, a member of NYSE, FINRA, NFA and SIPC, Wells Fargo Prime Services, LLC, a member of FINRA, NFA and SIPC, and Wells Fargo Bank, N.A. Wells Fargo Securities, LLC and Wells Fargo Prime Services, LLC are distinct entities from affiliated banks and thrifts.
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
$887,831,000 (Approximate)
Wells Fargo Commercial Mortgage Trust 2015-LC22
Commercial Mortgage Pass-Through Certificates, Series 2015-LC22
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
$887,831,000 (Approximate)
Wells Fargo Commercial Mortgage Trust 2015-LC22
Commercial Mortgage Pass-Through Certificates, Series 2015-LC22
The Free Writing Prospectus dated September 8, 2015 (the “Free Writing Prospectus”) and the Structural and Collateral Term Sheet dated September 8, 2015 (the “Term Sheet”) are hereby updated as set forth below. The information in this supplement dated September 14, 2015 (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.
Structural Update
| 1. | Class A-4FL and Class A-4FX Certificates. |
The Class A-4FL and Class A-4FX certificates are no longer being offered. References to the Class A-4FL and Class A-4FX certificates, the Class A-4FX regular interest and the swap counterparty should be disregarded. The initial principal balance of the Class A-4 certificates will be $302,267,000.
| 2. | Class A-3 and Class A-4 Certificates. |
The initial principal balance of the Class A-3 certificates will be increased to $220,000,000 and the initial principal balance of the Class A-4 certificates will be decreased to $302,267,000.
| 3. | Revised Issue Characteristics. |
| Class | Approx. Initial Principal Balance or Notional Amount(1) | Approx. % of Aggregate Cut-off Date Balance | Approx. Initial Credit Support(2) | Approx. Initial Pass- Through Rate |
Pass- Through Rate Description |
Weighted Average Life (Years)(3) | Expected Principal Window(3) | Expected Ratings (Fitch/Moody’s/ Morningstar)(4) |
| Offered Certificates | ||||||||
| A-3 | $ 220,000,000 | 22.828% | 30.000% | % | (5) | 9.78 | 05/25-07/25 | AAAsf / Aaa(sf) / AAA |
| A-4 | $302,267,000 | 31.364% | 30.000% | % | (5) | 9.87 | 07/25-09/25 | AAAsf / Aaa(sf) / AAA |
| Notes: | (1) | The initial principal balances set forth in the table are approximate. The actual initial principal balances may be larger or smaller depending on the aggregate cut-off date principal balance of the mortgage loans definitively included in the pool of mortgage loans, which aggregate cut-off date principal balance may be as much as 5% larger or smaller than the amount presented in the Free Writing Prospectus. |
| (2) | The approximate initial credit support with respect to the Class A-3 and A-4 certificates represents the approximate credit enhancement for the Class A-1, A-2, A-3, A-4 and A-SB certificates in the aggregate. | |
| (3) | Calculated based on a 0% CPR and the structuring assumptions described in Annex B to the Free Writing Prospectus. | |
| (4) | The expected ratings presented are those of Fitch Ratings, Inc., Moody’s Investors Service, Inc. and Morningstar Credit Ratings, LLC, which the depositor hired to rate the rated offered certificates. One or more other nationally recognized statistical rating organizations that were not hired by the depositor may use information they receive pursuant to Rule 17g-5 under the Securities Exchange Act of 1934, as amended, or otherwise, to rate or provide market reports and/or published commentary related to the offered certificates. We cannot assure you as to what ratings a non-hired nationally recognized statistical rating organization would assign or that its reports will not express differing, possibly negative, views of the mortgage loans and/or the offered certificates. To the extent described in the Free Writing Prospectus, the ratings of each class of offered certificates address the likelihood of the timely distribution of interest and the ultimate distribution of principal due on those classes on or before the “Rated Final Distribution Date”. Fitch Ratings, Inc. and Moody’s Investors Service, Inc. have informed us that the “sf” designation in their ratings represents an identifier for structured finance product ratings. For additional information about this identifier, prospective investors can go to the related rating agency’s website. The depositor and the underwriters have not verified, do not adopt and do not accept responsibility for any statements made by the rating agencies on their internet websites. Credit ratings referenced throughout this document are forward-looking opinions about credit risk and express a rating agency’s opinion about the willingness and ability of an issuer of securities to meet its financial obligations in full and on time. Ratings are not indications of investment merit and are not buy, sell or hold recommendations, a measure of asset value or an indication of the suitability of an investment. See “Risk Factors—Risks Related to the Offered Certificates—Ratings of the Certificates Have Substantial Limitations” and “Ratings” in the Free Writing Prospectus and “Ratings” in the accompanying prospectus. | |
| (5) | The pass-through rates for the Class A-3 and A-4 certificates, in each case, will be one of the following: (i) a fixed rate per annum, (ii) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, (iii) a variable rate per annum equal to the lesser of (a) a fixed rate and (b) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date or (iv) a variable rate per annum equal to the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date minus a specified percentage. For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis. |
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.
1
$887,831,000 (Approximate)
Wells Fargo Commercial Mortgage Trust 2015-LC22
Commercial Mortgage Pass-Through Certificates, Series 2015-LC22
| 4. | Revised Decrement Tables. |
The tables that appear in the Free Writing Prospectus under the heading “Yield and Maturity Considerations—Weighted Average Life” and are entitled “Percentage of Initial Certificate Principal Balance Outstanding for the Class A-3 Certificates at the Specified Percentages of CPR” and “Percentage of Initial Certificate Principal Balance Outstanding for the Class A-4 Certificates at the Specified Percentages of CPR” are hereby deleted in their entirety and replaced with the following tables:
Percentages of Initial
Certificate Principal Balance Outstanding for the
Class A-3 Certificates at the Specified Percentages of CPR
0%
CPR During Lock-out, Defeasance or Yield Maintenance and Prepayment Premium
– otherwise at indicated CPR
|
Distribution Date in |
0% CPR |
25% CPR |
50% CPR |
75% CPR |
100% CPR |
| Closing Date | 100% | 100% | 100% | 100% | 100% |
| September 2016 | 100% | 100% | 100% | 100% | 100% |
| September 2017 | 100% | 100% | 100% | 100% | 100% |
| September 2018 | 100% | 100% | 100% | 100% | 100% |
| September 2019 | 100% | 100% | 100% | 100% | 100% |
| September 2020 | 100% | 100% | 100% | 100% | 100% |
| September 2021 | 100% | 100% | 100% | 100% | 100% |
| September 2022 | 100% | 100% | 100% | 100% | 100% |
| September 2023 | 100% | 100% | 100% | 100% | 100% |
| September 2024 | 100% | 100% | 100% | 100% | 100% |
| September 2025 and thereafter | 0% | 0% | 0% | 0% | 0% |
| Weighted average life (years) | 9.78 | 9.75 | 9.70 | 9.64 | 9.43 |
Percentages of Initial
Certificate Principal Balance Outstanding for the
Class A-4 Certificates at the Specified Percentages of CPR
0%
CPR During Lock-out, Defeasance or Yield Maintenance and Prepayment Premium
– otherwise at indicated CPR
|
Distribution Date in |
0% CPR |
25% CPR |
50% CPR |
75% CPR |
100% CPR |
| Closing Date | 100% | 100% | 100% | 100% | 100% |
| September 2016 | 100% | 100% | 100% | 100% | 100% |
| September 2017 | 100% | 100% | 100% | 100% | 100% |
| September 2018 | 100% | 100% | 100% | 100% | 100% |
| September 2019 | 100% | 100% | 100% | 100% | 100% |
| September 2020 | 100% | 100% | 100% | 100% | 100% |
| September 2021 | 100% | 100% | 100% | 100% | 100% |
| September 2022 | 100% | 100% | 100% | 100% | 100% |
| September 2023 | 100% | 100% | 100% | 100% | 100% |
| September 2024 | 100% | 100% | 100% | 100% | 100% |
| September 2025 and thereafter | 0% | 0% | 0% | 0% | 0% |
| Weighted average life (years) | 9.87 | 9.86 | 9.85 | 9.83 | 9.61 |
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.
2