SECURITIES AND EXCHANGE COMMISSION FORM FWP Filing under Securities Act Rules 163/433 of free writing prospectuses Filing Date: 2021-07-22 SEC Accession No. 0001539497-21-001093 (HTML Version on secdatabase.com) SUBJECT COMPANY BANK 2021-BNK35 Mailing Address Business Address 1585 BROADWAY 1585 BROADWAY CIK:1872347| State of Incorp.:DE NEW YORK NY 10036 NEW YORK NY 10036 Type: FWP | Act: 34 | File No.: 333-227446-16 | Film No.: 211107502 212-761-4000 SIC: 6189 Asset-backed securities FILED BY Morgan Stanley Capital I Inc. Mailing Address Business Address 1585 BROADWAY 1585 BROADWAY CIK:1547361| IRS No.: 133291626 | State of Incorp.:DE NEW YORK NY 10036 NEW YORK NY 10036 Type: FWP 212-761-4000 SIC: 6189 Asset-backed securities Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document FREE WRITING PROSPECTUS FILED PURSUANT TO RULE 433 REGISTRATION FILE NO.: 333-227446-16 BANK 2021-BNK35 Free Writing Prospectus Structural and Collateral Term Sheet $1,394,856,187 (Approximate Total Mortgage Pool Balance) $1,181,007,000 (Approximate Offered Certificates) Morgan Stanley Capital I Inc. as Depositor Morgan Stanley Mortgage Capital Holdings LLC Bank of America, National Association Wells Fargo Bank, National Association National Cooperative Bank, N.A. as Sponsors and Mortgage Loan Sellers Commercial Mortgage Pass-Through Certificates Series 2021-BNK35 July 22, 2021 MORGAN STANLEY WELLS FARGO SECURITIES BofA SECURITIES Co-Lead Bookrunner Manager Co-Lead Bookrunner Manager Co-Lead Bookrunner Manager Academy Securities, Inc. Drexel Hamilton Co-Manager Co-Manager STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the SEC (File No. 333-227446) 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 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 or any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 1-866-718-1649 or by email to [email protected]. This is not a research report and was not prepared by any Underwriter’s research department. Please see additional important information and qualifications at the end of this Term Sheet. Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document BANK 2021-BNK35 Neither this Term Sheet 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. This Term Sheet is subject to change, completion or amendment from time to time. The information contained herein supersedes information in any other communication relating to the securities described herein; provided, that the information contained herein will be superseded by similar information delivered to you as part of the Preliminary Prospectus. The information contained herein should be reviewed only in conjunction with the entire Preliminary Prospectus. All of the information contained herein is subject to the same limitations and qualifications contained in the Preliminary Prospectus. The information contained herein does not contain all relevant information relating to the underlying mortgage loans or mortgaged properties. Such information is described in the Preliminary Prospectus. The information contained herein will be more fully described in the Preliminary Prospectus. 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 Preliminary Prospectus in its entirety. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Term Sheet is truthful or complete. Any representation to the contrary is a criminal offense. BofA Securities is the marketing name for the global banking and global markets businesses of Bank of America Corporation. Lending, derivatives, and other commercial banking activities are performed globally by banking affiliates of Bank of America Corporation, including Bank of America, N.A., member FDIC. Securities, strategic advisory, and other investment banking activities are performed globally by investment banking affiliates of Bank of America Corporation, including, in the United States, BofA Securities, Inc., which is a registered broker-dealer and member of the Financial Industry Regulatory Authority (“FINRA”) and the Securities Investor Protection Corporation (“SIPC”), and, in other jurisdictions, locally registered entities. 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 the New York Stock Exchange, FINRA, the National Futures Association (“NFA”) and SIPC, Wells Fargo Prime Services, LLC, a member of FINRA, NFA and SIPC, and Wells Fargo Bank, National Association. Wells Fargo Securities, LLC and Wells Fargo Prime Services, LLC are distinct entities from affiliated banks and thrifts. IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS Any legends, disclaimers or other notices that may appear at the bottom of, or attached to, the email communication to which this Term Sheet may have been attached are not applicable to this Term Sheet and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of this Term Sheet having been sent via Bloomberg or another email system. IMPORTANT NOTICE REGARDING THE CONDITIONS FOR THIS OFFERING OF ASSET-BACKED SECURITIES THE ASSET-BACKED SECURITIES REFERRED TO IN THIS TERM SHEET ARE BEING OFFERED WHEN, AS AND IF ISSUED. IN PARTICULAR, YOU ARE ADVISED THAT THE ASSET-BACKED SECURITIES, AND THE ASSET POOL 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 PROSPECTUS. 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 THIS TERM SHEET. OUR OBLIGATION TO SELL SECURITIES TO YOU IS CONDITIONED ON THE SECURITIES AND THE UNDERLYING TRANSACTION HAVING THE CHARACTERISTICS DESCRIBED IN THIS TERM SHEET. IF WE DETERMINE THAT THE FOREGOING CONDITION IS NOT SATISFIED IN ANY MATERIAL RESPECT, WE WILL NOTIFY YOU, AND NEITHER THE ISSUING ENTITY NOR 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. This is not a research report and was not prepared by any Underwriter’s research department. Please see additional important information and qualifications at the end of this Term Sheet. Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 2 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document BANK 2021-BNK35 Structural Overview Offered Certificates Approximate Expected Certificate Initial Expected Certificate Expected Ratings Approximate Pass- Weighted Principal Certificate Principal Principal Class (Fitch/S&P/DBRS Initial Credit Through Rate Average UW NOI Balance or Window to Value Morningstar)(1) Support(3) Description Life Debt Notional (Months)(4) Ratio(6) (Years)(4) Yield(5) Amount(2) Class A-1 AAAsf/AAA(sf)/AAA(sf) $22,700,000 30.000% (7) 2.59 1 – 58 17.7% 36.4% Class A-2 AAAsf/AAA(sf)/AAA(sf) $90,700,000 30.000% (7) 4.90 58 – 59 17.7% 36.4% Class A-3 AAAsf/AAA(sf)/AAA(sf) $32,600,000 30.000% (7) 6.90 82 – 83 17.7% 36.4% Class A-SB AAAsf/AAA(sf)/AAA(sf) $35,500,000 30.000% (7) 7.40 59 – 117 17.7% 36.4% Class A-4(8) AAAsf/AAA(sf)/AAA(sf) (8)(9) 30.000% (7)(8) (9) (9) 17.7% 36.4% Class A-5(8) AAAsf/AAA(sf)/AAA(sf) (8)(9) 30.000% (7)(8) (9) (9) 17.7% 36.4% Class X-A AAAsf/AAA(sf)/AAA(sf) $927,579,000(10) N/A Variable IO(11) N/A N/A N/A N/A Class X-B A-sf/A+(sf)/AA(sf) $253,428,000(10) N/A Variable IO(11) N/A N/A N/A N/A Class A-S(8) AAAsf/AAA(sf)/AAA(sf) $142,450,000(8) 19.250% (7)(8) 9.93 119 – 119 15.4% 42.0% Class B(8) AA-sf/AA+(sf)/AAA(sf) $57,973,000(8) 14.875% (7)(8) 9.93 119 – 119 14.6% 44.3% Class C(8) A-sf/A+(sf)/AA(low)(sf) $53,005,000(8) 10.875% (7)(8) 9.93 119 – 119 13.9% 46.3% Privately Offered Certificates(12) Approximate Expected Certificate Initial Expected Certificate Expected Ratings Approximate Pass- Weighted Principal Certificate Principal Principal Class (Fitch/S&P/DBRS Initial Credit Through Rate Average UW NOI Balance or Window to Value Morningstar)(1) Support(3) Description Life Debt Notional (Months)(4) Ratio(6) (Years)(4) Yield(5) Amount(2) Class X-D BBB-sf/NR/A(low)(sf)