SECURITIES AND EXCHANGE COMMISSION FORM FWP Filing under Securities Act Rules 163/433 of free writing prospectuses Filing Date: 2018-05-09 SEC Accession No. 0001539497-18-000708 (HTML Version on secdatabase.com) SUBJECT COMPANY BANK 2018-BNK12 Mailing Address Business Address BANK OF AMERICA BANK OF AMERICA CIK:1739423| State of Incorp.:DE | Fiscal Year End: 1231 CORPORATE CENTER CORPORATE CENTER Type: FWP | Act: 34 | File No.: 333-206847-09 | Film No.: 18818284 100 NORTH TRYON STREET 100 NORTH TYRON ST SIC: 6189 Asset-backed securities CHARLOTTE NC 28255 CHARLOTTE NC 28255 7043862400 FILED BY Banc of America Merrill Lynch Commercial Mortgage Inc. Mailing Address Business Address BANK OF AMERICA BANK OF AMERICA CIK:1005007| IRS No.: 561950039 | State of Incorp.:DE | Fiscal Year End: 1231 CORPORATE CENTER CORPORATE CENTER Type: FWP 100 NORTH TRYON STREET 100 NORTH TYRON ST SIC: 6189 Asset-backed securities CHARLOTTE NC 28255 CHARLOTTE NC 28255 7043862400 Copyright © 2018 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.: 333-206847-09 BANK 2018-BNK12 Free Writing Prospectus Structural and Collateral Term Sheet $901,169,954 (Approximate Total Mortgage Pool Balance) $763,009,000 (Approximate Offered Certificates) Banc of America Merrill Lynch Commercial Mortgage Inc. as Depositor Wells Fargo Bank, National Association Bank of America, National Association Morgan Stanley Mortgage Capital Holdings LLC National Cooperative Bank, N.A. as Sponsors and Mortgage Loan Sellers Commercial Mortgage Pass-Through Certificates Series 2018-BNK12 May 9, 2018 BofA MERRILL LYNCH WELLS FARGO SECURITIES MORGAN STANLEY Co-Lead Manager and Joint Co-Lead Manager and Joint Co-Lead Manager and Joint Bookrunner Bookrunner Bookrunner Drexel Hamilton Co-Manager STATEMENT REGARDING THIS FREE WRITING PROSPECTUS The depositor has filed a registration statement (including a prospectus) with the SEC (File No. 333-206847) 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 web site at www.sec.gov. Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 1-800-294-1322 or by email to [email protected]. This is not a research report and was not prepared by any Underwriter’s research department. It was prepared by the Underwriters’ sales, trading, banking or other non-research personnel. Please see additional important information and qualifications at the end of this Term Sheet. Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document BANK 2018-BNK12 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 will be superseded by similar information delivered to you as part of the Preliminary Prospectus. The information contained herein supersedes any such information previously delivered. 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. 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 the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet. T-2 Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document BANK 2018-BNK12 Structural Overview Offered Certificates Approximate Pass- Expected Expected Certificate Certificate Initial Certificate Approximate Expected Ratings Through Weighted Principal Principal UW Principal Class Balance or Initial Credit (Fitch/S&P/KBRA)(1) Rate Average Life Window NOI Debt to Value Notional Support(3) Description (Years)(4) (Months)(4) Yield(5) Ratio(6) Amount(2) Class A-1 AAAsf/AAA(sf)/AAA(sf) $33,530,000 30.000% (7) 2.54 1 – 58 20.9% 34.9% Class A-2 AAAsf/AAA(sf)/AAA(sf) $76,220,000 30.000% (7) 4.95 58 – 60 20.9% 34.9% Class A-SB AAAsf/AAA(sf)/AAA(sf) $36,500,000 30.000% (7) 7.42 60 – 116 20.9% 34.9% Class A-3 AAAsf/AAA(sf)/AAA(sf) (8) 30.000% (7) (8) (8) 20.9% 34.9% Class A-4 AAAsf/AAA(sf)/AAA(sf) (8) 30.000% (7) (8) (8) 20.9% 34.9% AAAsf/AAA(sf)/AAA(sf) Variable Class X-A $599,278,000(9) N/A IO(10) N/A N/A N/A N/A AA-sf/AA(sf)/AAA(sf) Variable Class X-B $123,066,000(9) N/A IO(10) N/A N/A N/A N/A Class A-S AAAsf/AAA(sf)/AAA(sf) $83,470,000 20.250% (7) 9.96 120 – 120 18.3% 39.7% Class B AA-sf/AA(sf)/AA+(sf) $39,596,000 15.625% (7) 9.96 120 – 120 17.3% 42.0% Class C A-sf/A-(sf)/A(sf) $40,665,000 10.875% (7) 9.96 120 – 120 16.4% 44.4% Privately Offered Certificates(11) Approximate Initial Pass- Expected Expected Certificate Certificate Approximate Expected Ratings Certificate Through Weighted Principal Principal UW Principal Class Initial Credit (Fitch/S&P/KBRA)(1) Balance or Rate Average Life Window NOI Debt to Value Support(3) Notional Description (Years)(4) (Months)(4) Yield(5) Ratio(6) Amount(2) Class X-D BBB-sf/NR/BBB-(sf) $37,455,000(9) N/A (10) N/A N/A N/A N/A Class X-E BB-sf/NR/BB-(sf) $22,473,000(9) N/A (10) N/A N/A N/A N/A Class X-F B-sf/NR/B(sf) $8,561,000(9) N/A (10) N/A N/A N/A N/A Class X-G NR/NR/NR $24,613,456(9) N/A (10) N/A N/A N/A N/A Class D BBB-sf/NR/BBB-(sf) $37,455,000 6.500% (7) 9.96 120 – 120 15.6% 46.6% Class E BB-sf/NR/BB-(sf) $22,473,000 3.875% (7) 9.96 120 – 120 15.2% 47.9% Class F B-sf/NR/B(sf) $8,561,000 2.875% (7) 9.96 120 – 120 15.1% 48.4% (7) Class G NR/NR/NR $24,613,456 0.000% 9.96 120 – 120 14.6% 49.8% Non-Offered Eligible Vertical Interest(11) Approximate Pass- Expected Expected Certificate Certificate Approximate Expected Ratings Initial Through Weighted Principal Principal UW Principal Class Initial Credit (Fitch/S&P/KBRA)(1) Certificate Rate Average Life Window NOI Debt to Value Support(3) Balance or Description (Years)(4) (Months)(4) Yield Ratio Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Notional Amount(2) RR Interest NR/NR/NR $45,058,497.70 N/A (12) 9.05 1 – 120 N/A N/A Ratings shown are those of Fitch Ratings, Inc.