<PAGE>
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) February 4, 2000
Structured Asset Securities Corporation
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 333-49129 74-2440858
- - ---------------------------- ----------- -------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
200 VESEY STREET, NEW YORK, NEW YORK 10285
- - ---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 526-7000
- - -------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
===============================================================================
<PAGE>
ITEM 5. OTHER EVENTS.
It is expected that during March 2000, a single series of certificates,
expected to be titled LB-UBS, Commercial Mortgage Pass-Through Certificates,
Series 2000-C1 (the "Certificates"), will be issued pursuant to a pooling and
servicing agreement, to be entered into by and among Structured Asset Securities
Corporation (the "Registrant") and a master servicer, a special servicer and a
trustee. It is expected that certain classes of the Certificates (the
"Underwritten Certificates") will be registered under the Registrant's
registration statement on Form S-3 (no. 333-49129) and sold to Lehman Brothers
Inc. and Warburg Dillon Read (the "Underwriters") pursuant to an underwriting
agreement to be entered into by and among the Registrant and the Underwriters.
In connection with the expected sale of the Underwritten
Certificates, the Underwriters have advised the Registrant that they have
furnished to prospective investors certain information attached hereto as
Exhibit 99.1 that may be considered "Computational Materials" (as defined in the
no-action letter dated May 20, 1994 issued by the Division of Corporation
Finance of the Securities and Exchange Commission (the "Commission") to Kidder,
Peabody Acceptance Corporation I, Kidder, Peabody & Co. Incorporated, and Kidder
Structured Asset Corporation and the no-action letter dated May 27, 1994 issued
by the Division of Corporation Finance of the Commission to the Public
Securities Association) and/or "ABS Term Sheets" (as defined in the no-action
letter dated February 17, 1995 issued by the Division of Corporation Finance of
the Commission to the Public Securities Association).
The materials attached hereto have been prepared and provided to the
Registrant by the Underwriter. The information in such materials is preliminary
and will be superseded by a final prospectus relating to the Underwritten
Certificates and by any other information subsequently filed with the
Commission.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED:
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION:
Not applicable.
2
<PAGE>
(c) EXHIBITS:
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
99.1 Certain materials constituting Computational Materials and/or
ABS Term Sheets, dated February 3, 2000 and disseminated in
connection with the expected sale of the Underwritten
Certificates.
</TABLE>
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: February 4, 2000
STRUCTURED ASSET SECURITIES
CORPORATION
By: /s/ Paul Hughson
---------------------------
Name: Paul Hughson
-----------------------
Title: Senior Vice President
----------------------
4
<PAGE>
EXHIBIT INDEX
The following exhibits are filed herewith:
<TABLE>
<CAPTION>
EXHIBIT NO. PAGE NO.
<S> <C> <C>
99.1 Certain materials constituting Computational Materials and/or ABS Term
Sheets, dated February 3, 2000 and disseminated in connection with the
expected sale of the Underwritten Certificates.
</TABLE>
5
<PAGE>
The information in this Term Sheet will be superseded by the information
contained in any subsequent term sheets and definitive offering circular for any
securities actually sold to you.
February 3, 2000
TERM SHEET
REGARDING PRIVATE OFFERING OF LB-UBS 2000-C1A
$33,800,000 "B NOTE"
(APPROXIMATE)
CHERRY CREEK MALL
DENVER, COLORADO
<TABLE>
<CAPTION>
- - ----------------------------- ------------------------------- ----------------- -----------------
APPROXIMATE FACE CUMULATIVE CUMULATIVE
EXPECTED SHADOW RATING AMOUNT LTV %(1) DSCR
- - ----------------------------- ------------------------------- ----------------- -----------------
<S> <C> <C> <C>
A
- - ----------------------------- ------------------------------- ----------------- -----------------
BBB
- - ----------------------------- ------------------------------- ----------------- -----------------
TOTALS: $33,800,000 56.6% 1.47X(2)
- - ----------------------------- ------------------------------- ----------------- -----------------
</TABLE>
(1) Calculation based on appraised value of $312,800,000.
(2) Assumes actual interest rate and scheduled amortization that commences on
the 6th year of the loan term. DSCR without amortization for the first 5
years of the loan is 1.72x.
This material is for your private information and we are not soliciting any
action based upon it. No securities are being offered by these summary
materials. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material, the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that may be sold.
The information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of those assumptions or the
likelihood that any of those assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. Information contained in this material is current as of the date
appearing on this material only. Information in this material regarding the
assets and securities discussed herein supersedes all prior information
regarding such assets and securities.
<PAGE>
The information in this Term Sheet will be superseded by the information
contained in any subsequent term sheets and definitive offering circular for any
securities actually sold to you.
February 3, 2000
MORTGAGE LOAN HIGHLIGHTS
|X| $177,000,000 first leasehold mortgage split into two mortgage loans
evidenced by a $143,200,000 A Note and $33,800,000 B Note, respectively.
The A Note will be transferred to LB-UBS 2000-C1 securitization.
|X| 7.68% fixed rate, 7-year term; the mortgage loans are interest only for
first 5 years, then amortization for the remaining 2 years based on a
25-year schedule. Hyperamortization(1) if mortgage loans are not fully paid
off by the Anticipated Payment Date.
|X| The mortgage loans are secured by the Cherry Creek Mall, a two-level
regional shopping center consisting of 1,316,000 square feet located
approximately 3 miles from downtown Denver, Colorado
|X| Sponsorship: Affiliates of the Taubman Realty Group developed and currently
owns and manages the regional mall. Taubman Realty Group LP is an operating
limited partnership that has engaged in the ownership, operation and
management of regional and super-regional shopping centers for over 45
years. The company owns 17 properties totaling over 18 million square feet.
In addition, they have four malls in construction totaling 5.4 million
square feet.
|X| LTV: The A Note and B Note have a combined loan-to-value ratio of 56.6%
based on an appraised value of $312,800,000.
|X| DSCR: Based on underwritten net cashflow of approximately $23,400,000 and
a 25 year amortization schedule, the A Note and B Note have a combined DSCR
of 1.47x.
|X| Prepayment Provisions: Two year lock out, then yield maintenance based on
Treasuries flat with a 90-day prepayment window without penalty prior to
the Anticipated Payment Date.
|X| Cash Management: Springing lockbox if debt service coverage falls below
1.30x.
(1) The interest rate for the Cherry Creek loan after the Anticipated Payment
Date shall be fixed at the greater of: the sum of the regular interest rate plus
4%, or the sum of the yield on a US Treasury Note with a term equal to the term
of the loan from the Anticipated Payment Date to the Final Maturity Date plus
4%. The amount by which interest at the post-Anticipate Payment Date Rate
exceeds interest after all interest at the regular interest rate shall be added
to principal, shall accrue interest and shall be payable with interest after all
interest at the regular interest rate, and the principal balance of the loan,
have been paid in full. Excess cash flow after the payment of operating
expenses, approved extraordinary expenses, reserves and debt service shall be
utilized to pay principal of the loan.
This material is for your private information and we are not soliciting any
action based upon it. No securities are being offered by these summary
materials. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material, the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that may be sold.
The information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of those assumptions or the
likelihood that any of those assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. Information contained in this material is current as of the date
appearing on this material only. Information in this material regarding the
assets and securities discussed herein supersedes all prior information
regarding such assets and securities.
<PAGE>
The information in this Term Sheet will be superseded by the information
contained in any subsequent term sheets and definitive offering circular for any
securities actually sold to you.
February 3, 2000
PROPERTY HIGHLIGHTS
|X| The Cherry Creek Mall is a regional mall located three miles southeast of
downtown Denver, Colorado. The Property was built in 1990 and was
subsequently expanded in 1994, 1997 and 1998. Cherry Creek has achieved
in-line sales for the past 4 years of over $400 psf. The center is
well-positioned with upscale anchors and specialty stores including the
region's only Tiffany & Co. and Rainforest Cafe.
|X| Location: Denver, Colorado
|X| Year Built/Renovated: Built in 1990, with major renovations or expansions
in 1994, 1997 and 1998
|X| Anchors:
<TABLE>
<CAPTION>
SQUARE FOOTAGE % OF TOTAL GLA LEASE EXPIRATION MOODY'S RATING S&P RATING
<S> <C> <C> <C> <C> <C>
Foley's 177,504 13.5% 8/9/10 A1 A+
Lord & Taylor 101,184 7.7 8/15/10 A1 A+
Saks Fifth Ave. 88,535 6.7 8/14/20 Baa3 BBB
Neiman Marcus 87,267 6.6 8/16/25 Baa2 BBB
Bed, Bath & Beyond 89,000 6.8 1/31/10 NR BBB-
TOTALS: 543,490 41.3%
</TABLE>
|X| Occupancy: In-line occupancy of 94.5% and overall occupancy of 97.5% as of
December 31, 1999.
|X| In-line Sales: 1997, 1998 and 1999 in-line sales were approximately $407,
$424 and $450 per square foot, respectively.
|X| Occupancy Costs: 14.1% as of December 1998.
|X| Borrower's 1999 NOI: Approximately $23.4 million (annualized based on
January through September 1999 numbers) according to borrower-provided
financial statements.
|X| Underwritten cashflow: Approximately $23.4 million based on leases in place
as of 12/31/99 and operating expenses for 1999, with adjustments for tenant
improvements, leasing commissions, underwritten capital expenses and
management fees.
|X| Ground lease: There are two separate ground leases related to the property,
both held by Taubman's 50% partner, the Temple Hoyne Buell Foundation. Both
ground lease expire on October 14, 2083.
This material is for your private information and we are not soliciting any
action based upon it. No securities are being offered by these summary
materials. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material, the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that may be sold.
The information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of those assumptions or the
likelihood that any of those assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. Information contained in this material is current as of the date
appearing on this material only. Information in this material regarding the
assets and securities discussed herein supersedes all prior information
regarding such assets and securities.
<PAGE>
The information in this Term Sheet will be superseded by the information
contained in any subsequent term sheets and definitive offering circular for any
securities actually sold to you.
February 3, 2000
STRUCTURAL SUMMARY
<TABLE>
<S> <C>
A/B NOTE STRUCTURE The mortgage loan will be
evidenced by two notes, an A Note and a B Note.
The A Note, which will have the balance
indicated above, representing a loan amount with
a shadow rating no lower than AA, will be
contributed to the LB-UBS 2000-C1
securitization. The B Note, with the balance
indicated above, will be sold separately either
through a sale to another trust which will issue
securities representing an interest in such note
or a direct sale of such B Note to an
institution.
The rights of the B Note holder or of the holder
of the securities backed by the B Note include:
- The right to buy the A Note out of the
LB-UBS 2000-C1 securitization following a
material default thereon in order to effect
a different course of asset resolution from
the one proposed by the transaction's
special servicer;
- The right to receive all notices of
significant special servicing events; and
- The B Note holder will have veto rights
with respect to actions taken by the
special servicer regarding special
servicing actions and waivers on due on
sale/due on encumbrance, provided that (1)
the B Note holder represents at least 50%
of the aggregate principal balance
outstanding of the A Note and B Note and
(2) such veto actions are consistent with
the servicing standard.
DISTRIBUTIONS Interest and principal payments will be
allocated first to the A Note and then to the B
Note.
ADVANCING The Servicer will be obligated to make advances
of scheduled principal and interest payments and
certain servicing expenses ("Advances"), to the
extent that such Advances are deemed to be
recoverable.
</TABLE>
This material is for your private information and we are not soliciting any
action based upon it. No securities are being offered by these summary
materials. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material, the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that may be sold.
The information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of those assumptions or the
likelihood that any of those assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. Information contained in this material is current as of the date
appearing on this material only. Information in this material regarding the
assets and securities discussed herein supersedes all prior information
regarding such assets and securities.
<PAGE>
The information in this Term Sheet will be superseded by the information
contained in any subsequent term sheets and definitive offering circular for any
securities actually sold to you.
February 3, 2000
TERM SHEET
REGARDING PRIVATE OFFERING OF LB-UBS 2000-C1B
$38,680,000 "B NOTES"
(APPROXIMATE)
WESTFIELD PORTFOLIO
SOUTH SHORE MALL, BAY SHORE, NEW YORK
DOWNTOWN PLAZA, SACRAMENTO, CALIFORNIA
EASTLAND CENTER, WEST COVINA, CALIFORNIA
<TABLE>
<CAPTION>
- - ------------------------------- -------------------------------- ----------------- ----------------
APPROXIMATE FACE CUMULATIVE CUMULATIVE
EXPECTED SHADOW RATING AMOUNT LTV %(1) DSCR
- - ------------------------------- -------------------------------- ----------------- ----------------
<S> <C> <C> <C>
A
- - ------------------------------- -------------------------------- ----------------- ----------------
BBB
- - ------------------------------- -------------------------------- ----------------- ----------------
TOTALS: $38,680,000 53.0% 1.52X
- - ------------------------------- -------------------------------- ----------------- ----------------
(1) Calculation based on appraised value of $407,600,000.
</TABLE>
MORTGAGE LOAN HIGHLIGHTS
This material is for your private information and we are not soliciting any
action based upon it. No securities are being offered by these summary
materials. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material, the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that may be sold.
The information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of those assumptions or the
likelihood that any of those assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. Information contained in this material is current as of the date
appearing on this material only. Information in this material regarding the
assets and securities discussed herein supersedes all prior information
regarding such assets and securities.
<PAGE>
The information in this Term Sheet will be superseded by the information
contained in any subsequent term sheets and definitive offering circular for any
securities actually sold to you.
February 3, 2000
|X| $215,780,000 million first lien fee and leasehold cross-collateralized and
cross-defaulted portfolio mortgage loan secured by three properties (South
Shore Mall, Downtown Plaza and the Eastland Center). The mortgage loan will
be split into two mortgage loans evidenced by an $177,100,000 A Note and a
$38,680,000 B Note. Only the A Notes will be transferred to LB-UBS 2000-C1
securitization.
|X| 8.177% fixed rate; 10-year term; 30-year amortization. Hyperamortization(1)
commences on the Anticipated Payment Date if the mortgage loans are not
paid in full at such time.
|X| Sponsorship: Westfield America is the fourth largest regional mall REIT in
the United States. Through major acquisitions in 1998, Westfield's
portfolio has grown from 24 to 38 regional and super-regional mall
properties located in major US markets.
|X| LTV: The A Note and the B Note have a combined loan-to-value ratio of
53.0% based on an aggregate appraised value of $407,600,000.
|X| DSCR: Based on underwritten net cash flow of approximately $29.3 million,
the portfolio mortgage loans (taking into account their respective A Notes
and B Notes) have a combined DSCR of 1.52x.
|X| Prepayment Provisions: Lockout for 3 years from origination or 2 years from
securitization, then yield maintenance will be calculated at Treasuries
flat thereafter. 90 day prepayment window without penalty prior to
Anticipated Payment Date.
|X| Cash Management: Springing lockbox at 1.25x DSCR (except for taxes and
insurance reserves as described below under Reserve Funds).
|X| Reserve Funds: Hard lockbox for taxes and insurance reserves. If combined
DSCR falls below 1.25x, escrows for tenant improvements, leasing
commissions and replacement reserves will also be captured.
|X| Release Provisions: The borrower can partially release collateral upon
meeting certain criteria, including substitution of collateral (defeasance
or comparable property), rating agency approval, lender approval and
maintenance of LTV and DSC ratios prior to substitution. Additionally, any
substitute property will (1) have a value of at least 125% of the allocated
loan amount of the property being replaced and (2) not represent more than
100% of the aggregate value of the mortgaged properties prior to
substitution (i.e. Eastland only. However, the 25% may be waived with
approval of lender, rating agencies and 100% of investors).
(1) The interest rate for the Westfield Mall loan after the Anticipated Payment
Date shall be fixed at the greater of: the sum of the regular interest rate plus
4%, or the sum of the yield on a US Treasury Note with a term equal to the term
of the loan from the Anticipated Payment Date to the Final Maturity Date plus
4%. The amount by which interest at the post-Anticipated Payment Date Rate for
each mortgage loan exceeds all interest at the regular interest rate shall be
added to principal, shall accrue interest and shall be payable with interest
after all interest at the regular interest rate, and the principal balance of
the loan, have been paid in full. Excess cash flow after the payment of
operating expenses, approved extraordinary expenses, reserves and debt service
shall be utilized to pay principal of the portfolio mortgage loan.
This material is for your private information and we are not soliciting any
action based upon it. No securities are being offered by these summary
materials. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material, the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that may be sold.
The information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of those assumptions or the
likelihood that any of those assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. Information contained in this material is current as of the date
appearing on this material only. Information in this material regarding the
assets and securities discussed herein supersedes all prior information
regarding such assets and securities.
<PAGE>
The information in this Term Sheet will be superseded by the information
contained in any subsequent term sheets and definitive offering circular for any
securities actually sold to you.
February 3, 2000
PROPERTY HIGHLIGHTS
SOUTH SHORE MALL
|X| The South Shore Mall is a 1,143,112 square foot super-regional mall with
four anchor tenants and 111 in-line tenants that include national retailers
such as Sears and Lord & Taylor. The property was originally built in 1963,
and renovated in 1997 when Sears was added along with 40,000 square feet of
additional specialty stores. Additional renovations were carried out in
1997 including new floors, skylights and a new food court. In 1998 the Lord
& Taylor space was added to the property. The addition of Sears and Lord &
Taylor, along with the mall expansion and renovation, have strengthened the
center's position in the Long Island market with sales increasing more than
14% in 1998.
|X| Location: Bay Shore, Long Island, New York.
|X| Year Built/Renovated: 1963 / 1997 and 1998.
|X| Anchors:
<TABLE>
<CAPTION>
SQUARE FOOTAGE % OF TOTAL GLA LEASE EXPIRATION MOODY'S RATING S&P RATING
<S> <C> <C> <C> <C> <C>
Macy's 318,804 27.9% 1/31/12 Baa1 BBB+
Sears 216,341 18.9 9/17/12 A3 A-
JC Penney 202,116 17.7 4/30/02 A3 BBB+
Lord & Taylor 120,000 10.5 1/31/59(1) A1 A
TOTALS: 857,261 75.0%
</TABLE>
|X| Occupancy: Overall occupancy of 98.2% and 92.7% in-line occupancy as of
October 1999.
|X| Occupancy Cost: 14.3% as of October 1999.
|X| In-line Sales: 1997, 1998 and 1999 in-line sales of approximately $333,
$384 and $392 per square foot, respectively.
|X| Borrower's 1999 NOI: $13,250,700 based on trailing 12 months ending 9/99.
|X| Underwritten Net Cash Flow: $11,361,133 based on borrower-provided 10/99
rent roll and 1999 operating budget, adjusted for management fee calculated
based on 4% EGI less expense recoveries, and underwritten capital expenses
including replacements, tenant improvements and leasing commissions.
(1) Tenant ground leases the pad, but owns the improvements.
This material is for your private information and we are not soliciting any
action based upon it. No securities are being offered by these summary
materials. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material, the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that may be sold.
The information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of those assumptions or the
likelihood that any of those assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. Information contained in this material is current as of the date
appearing on this material only. Information in this material regarding the
assets and securities discussed herein supersedes all prior information
regarding such assets and securities.
<PAGE>
The information in this Term Sheet will be superseded by the information
contained in any subsequent term sheets and definitive offering circular for any
securities actually sold to you.
February 3, 2000
DOWNTOWN PLAZA
|X| Downtown Plaza is an open-air mall/office complex with 1,191,347 square
feet (Office: 282,933 square feet; Retail: 908,414 square feet) located in
downtown Sacramento, California. The retail component is a regional mall
with two anchors comprised of 503,500 square feet and 108 in-line specialty
stores of 404,914 square feet. The mall opened in September 1971 and was
redeveloped in 1993. The three office buildings opened in 1972, 1976, and
1981, respectively. The property is located adjacent to the "Old
Sacramento" district, a major tourist attraction which consists of
restaurants, bars, entertainment venues, eclectic arts and craft stores and
museum attractions. The combination of tourists, private sector downtown
office workers, and government employees contributes to the volume of
traffic at the property.
|X| Location: Sacramento, California.
|X| Year Built/Renovated: 1971 / 1993.
|X| Anchors:
<TABLE>
<CAPTION>
SQUARE FOOTAGE % OF TOTAL GLA LEASE EXPIRATION MOODY'S RATING S&P RATING
<S> <C> <C> <C> <C> <C>
Macy's 332,500 27.9% N/A(1) Baa1 BBB+
Macy's Men & Furn. 171,000 14.4 N/A(1) Baa1 BBB+
TOTALS: 503,500 42.3%
</TABLE>
|X| Occupancy: Overall retail occupancy of 97.0% and in-line occupancy of
93.1%, both as of October 1999.
|X| Occupancy Cost: 12.9% as of October 1999.
|X| In-line Sales: 1997, 1998 and 1999 in-line sales of approximately $300,
$289 and $300 per square foot, respectively.
|X| Borrower's 1999 NOI: $11,377,500 based on trailing 12 months ending
September 1999.
|X| Underwritten Net Cash Flow: $12,486,865 based on borrower-provided 10/99
rent roll and 1999 operating budget, adjusted for management fee calculated
based on 4% of EGI less expense recoveries, and capital expenses including
replacements, tenant improvements and leasing commissions.
(1) Tenant owns the pad and the improvements.
This material is for your private information and we are not soliciting any
action based upon it. No securities are being offered by these summary
materials. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material, the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that may be sold.
The information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of those assumptions or the
likelihood that any of those assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. Information contained in this material is current as of the date
appearing on this material only. Information in this material regarding the
assets and securities discussed herein supersedes all prior information
regarding such assets and securities.
<PAGE>
The information in this Term Sheet will be superseded by the information
contained in any subsequent term sheets and definitive offering circular for any
securities actually sold to you.
February 3, 2000
EASTLAND CENTER
|X| The Eastland Center is a power center consisting of 846,781 square feet
built on 57.7 acres of land with three primary anchors and 34 other
tenants. The property was originally built in 1957 as a two-level regional
shopping center, and was renovated with a different target market strategy
in 1997. Building on the success of the existing Mervyn's, Ross Dress for
Less and Marshall's, the former May Company store and existing mall were
converted into a power center with Target as the major discount store
anchor. The property is located approximately 25 miles east of downtown Los
Angeles along Interstate 10 (San Bernadino Freeway).
|X| Location: West Covina, California.
|X| Year Built/Renovated: 1957 / 1997.
|X| Anchors:
<TABLE>
<CAPTION>
SQUARE FOOTAGE % OF TOTAL GLA LEASE EXPIRATION MOODY'S RATING S&P RATING
<S> <C> <C> <C> <C> <C>
Target 122,000 14.6% 1/31/26(1) NR A-
Burlington Coat Factory 100,000 11.8 9/31/02 NR NR
Mervyn's 79,800 9.5 1/31/06(1) A3 A1
TOTALS: 301,800 35.9%
</TABLE>
|X| Occupancy: Both overall and in-line occupancy was 100.0% as of October
1999.
|X| Sales: 1997, 1998 and 1999 in-line sales of approximately $214, $235 and
$250 per square foot, respectively.
|X| Occupancy Cost: 4.0% as of October 1999.
|X| Borrower's 1999 NOI: $5,970,600 based on trailing 12 months ending
September 1999.
|X| Underwritten Net Cash Flow: $5,487,080 based on borrower-provided 10/99
rent roll and 1999 operating budget,adjusted for management fee calculated
based on 4% of EGI less expense recoveries, and capital expenses including
replacements, tenant improvements and leasing commissions.
(1) Anchor groundleases the pad, but owns the improvements.
This material is for your private information and we are not soliciting any
action based upon it. No securities are being offered by these summary
materials. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material, the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that may be sold.
The information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of those assumptions or the
likelihood that any of those assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. Information contained in this material is current as of the date
appearing on this material only. Information in this material regarding the
assets and securities discussed herein supersedes all prior information
regarding such assets and securities.
<PAGE>
The information in this Term Sheet will be superseded by the information
contained in any subsequent term sheets and definitive offering circular for any
securities actually sold to you.
February 3, 2000
<TABLE>
<CAPTION>
STRUCTURAL SUMMARY
<S> <C>
A/B NOTE STRUCTURE The mortgage loan will be
evidenced by two notes, an A Note and a B Note.
The A Note, which will have the balance
indicated above, representing a loan amount with
a shadow rating no lower than AA, will be
contributed to the LB-UBS 2000-C1
securitization. The B Note, with the balance
indicated above, will be sold separately either
through a sale to another trust which will issue
securities representing an interest in such note
or a direct sale of such B Note to an
institution.
The rights of the B Note holder or of the holder
of the securities backed by the B Note include:
- The right to buy the A Note out of the
LB-UBS 2000-C1 securitization following a
material default thereon in order to effect
a different course of asset resolution from
the one proposed by the transaction's
special servicer;
- The right to receive all notices of
significant special servicing events; and
- The B Note holder will have veto rights
with respect to actions taken by the
special servicer regarding special
servicing actions and waivers on due on
sale/due on encumbrance, provided that (1)
the B Note holder represents at least 50%
of the aggregate principal balance
outstanding of the A Note and B Note and
(2) such veto actions are consistent with
the servicing standard.
DISTRIBUTIONS Interest and principal payments will be
allocated first to the A Note and then to the
related B Note.
ADVANCING The Servicer will be obligated to make advances
of scheduled principal and interest payments and
certain servicing expenses ("Advances"), to the
extent that such Advances are deemed to be
recoverable.
</TABLE>
This material is for your private information and we are not soliciting any
action based upon it. No securities are being offered by these summary
materials. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material, the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that may be sold.
The information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of those assumptions or the
likelihood that any of those assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. Information contained in this material is current as of the date
appearing on this material only. Information in this material regarding the
assets and securities discussed herein supersedes all prior information
regarding such assets and securities.
<PAGE>
The information in this Term Sheet will be superseded by the information
contained in any subsequent term sheets and definitive offering circular for any
securities actually sold to you.
February 3, 2000
TERM SHEET
REGARDING PRIVATE OFFERING OF LB-UBS 2000-C1C
$22,380,000 "B NOTE"
(APPROXIMATE)
ANNAPOLIS MALL
ANNAPOLIS, MARYLAND
<TABLE>
<CAPTION>
- - ------------------------ ---------------------- ---------------- ----------
EXPECTED SHADOW APPROXIMATE FACE CUMULATIVE CUMULATIVE
RATING AMOUNT LTV %(1) DSCR
- - ------------------------ ---------------------- ---------------- ----------
<S> <C> <C> <C>
A
- - ------------------------ ---------------------- ---------------- ----------
BBB
- - ------------------------ ---------------------- ---------------- ----------
TOTALS: $22,380,000 68.4% 1.29X
</TABLE>
(1) Calculation based on appraised value of $211,200,000.
This material is for your private information and we are not soliciting any
action based upon it. No securities are being offered by these summary
materials. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material, the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that may be sold.
The information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of those assumptions or the
likelihood that any of those assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. Information contained in this material is current as of the date
appearing on this material only. Information in this material regarding the
assets and securities discussed herein supersedes all prior information
regarding such assets and securities.
<PAGE>
The information in this Term Sheet will be superseded by the information
contained in any subsequent term sheets and definitive offering circular for any
securities actually sold to you.
February 3, 2000
MORTGAGE LOAN HIGHLIGHTS
- - - $144,380,000 first lien fee mortgage split into two mortgage loans
evidenced by a $122,000,000 A Note and a $22,380,000 B Note,
respectively. Only the A Note will be transferred to LB-UBS 2000-C1
securitization.
- - - 8.177% fixed rate, 10-year term, 30-year amortization.
Hyperamortization(1) commences on the Anticipated Payment Date if the
mortgage loans are not paid in full at such time.
- - - The Annapolis Mall is a super-regional mall containing 1,116,859 square
feet, with five anchors and 168 in-line tenants. The tenant mix
includes nationally known tenants such as Ann Taylor and Eddie Bauer.
The property is currently undergoing an expansion which includes a new
52,000 square foot Crown Theater and the addition of approximately
15,000 square feet of shops/restaurants in an entertainment district.
Once the new facility opens, the existing Crown Theater will be
converted into new retail shops.
- - - Sponsorship: Westfield America is the fourth largest regional mall REIT
in the United States. Through acquisitions in 1998, Westfield has grown
its portfolio from 24 to 38 regional and super-regional mall properties
located in major US markets. The sales for these malls during 1998
totaled $3.1 billion, reflecting a 68.6% increase from 1997 sales total
of $1.9 billion.
- - - LTV: The A Note and B Note have a combined loan-to-value ratio of 68.4%
based on an appraised value of $211,200,000.
- - - DSCR: Based on underwritten net cashflow of $16,697,038, the A Note and
B Note have a combined DSCR of 1.29x.
- - - Prepayment Provisions: Lockout either 3 years from origination or 2
years from securitization, then yield maintenance based on Treasuries
flat. 90-day prepayment window without penalty prior to Anticipated
Payment Date.
- - - Cash management: Springing lockbox at 1.25x DSCR (except for taxes and
insurance reserves as described below under Reserve Funds).
- - - Reserve Funds: Expected taxes and insurance premiums are reserved;
reserves for tenant improvements, leasing commissions and capital
expenditures are required if DSCR falls below 1.25x. There is also a
construction interest reserve account, an additional deposit of $1
million, from which lender withdraws $112,890 per month
(2/11/00-10/11/00) to be applied as partial payment of the mortgage
loan. This account is subject to other reductions in connection with
the reduction of the letter of credit.
- - - Additional Collateral: Westfield will provide a $15,000,000 Letter of
Credit which will remain as additional collateral until certain NOI
levels are satisfied. The Letter of Credit was required to serve as
additional collateral for the portion of the mortgage loan proceeds
relating to the expansion currently undertaken at the property. The
income from the expansion space is not included in the DSCR or the
appraised value.
(1) The interest rate for the Annapolis Mall loan after the Anticipated
Repayment Date shall be fixed at the greater of: the sum of the regular interest
rate plus 4%, or the sum of the yield on a US Treasury Note with a term equal to
the term of the loan from the Anticipated Payment Date to the Final Maturity
Date plus 4%. The amount by which interest at the post-Anticipated Repayment
Rate exceeds all interest at the regular interest rate shall be added to
principal, shall accrue interest and shall be payable with interest after all
interest at the regular interest rate, and the principal balance of the loan,
have been paid in full. Excess cash flow after the payment of operating
expenses, approved extraordinary expenses, reserves and debt service shall be
utilized to pay principal of the loan.
This material is for your private information and we are not soliciting any
action based upon it. No securities are being offered by these summary
materials. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material, the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that may be sold.
The information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of those assumptions or the
likelihood that any of those assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. Information contained in this material is current as of the date
appearing on this material only. Information in this material regarding the
assets and securities discussed herein supersedes all prior information
regarding such assets and securities.
<PAGE>
The information in this Term Sheet will be superseded by the information
contained in any subsequent term sheets and definitive offering circular for any
securities actually sold to you.
February 3, 2000
PROPERTY HIGHLIGHTS
- - - The Annapolis Mall is a 1,116,859 square foot super-regional mall
located in Annapolis, Maryland that features five anchor tenants as
well as 168 in-line tenants including nationally known tenants such as
Ann Taylor and Eddie Bauer. The property was built in 1980, and
completed an extensive renovation and expansion in 1994. Currently, the
property is undergoing another renovation that will add a new single
level, 52,000 square foot Crown Theater and approximately 15,000 square
feet of shops/restaurants. Located in the Baltimore-Washington MSA, the
property is less than three miles from the historic waterfront and
state capital building.
- - - Location: Annapolis, Maryland.
- - - Year Built/Renovated: 1980 / 1994 and 1999.
- - - Anchors:
<TABLE>
<CAPTION>
SQUARE FOOTAGE % OF TOTAL GLA LEASE EXPIRATION MOODY'S RATING S&P RATING
<S> <C> <C> <C>
Hecht's 198,171 17.7% N/A(1 A1 A+
Nordstrom's 153,000 13.7 3/31/19 A2 A
Montgomery Ward 147,282 13.2 11/30/NR NR NR
Lord and Taylor 110,000 9.8 1/31/4A1 A1 A+
JC Penney 83,695 7.5 N/A(1A2 A2 A
-------------- ---------------
TOTALS: 692,148 62.0%
</TABLE>
- - - Occupancy: 98.7% total occupancy and 96.5% in-line occupancy as of
October 1999.
- - - In-line Sales: 1997, 1998 and 1999 (based on annualized numbers from
January through November 1999) in-line sales of approximately $395,
$395 and $400 per square foot, respectively.
- - - Occupancy Cost: 12.7% as of October 1999.
- - - Borrower's 1999 NOI: $17,808,800 based on trailing 12 months ending
September.
- - - Underwritten net cashflow: $16,697,038 based on 1999 NOI, with
adjustments primarily for base rent to reflect tenants in occupancy as
of 11/99.
(1) Tenant owns the pad and the improvements.
This material is for your private information and we are not soliciting any
action based upon it. No securities are being offered by these summary
materials. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material, the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that may be sold.
The information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of those assumptions or the
likelihood that any of those assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. Information contained in this material is current as of the date
appearing on this material only. Information in this material regarding the
assets and securities discussed herein supersedes all prior information
regarding such assets and securities.
<PAGE>
STRUCTURAL SUMMARY
A/B NOTE STRUCTURE The mortgage loan will be evidenced by two notes, an
A Note and a B Note. The A Note, which will have the
balance indicated above, representing a loan amount
with a shadow rating no lower than AA, will be
contributed to the LB-UBS 2000-C1 securitization. The
B Note, with the balance indicated above, will be
sold separately either through a sale to another
trust which will issue securities representing an
interest in such note or a direct sale of such B Note
to an institution.
The rights of the B Note holder or of the holder of
the securities backed by the B Note include:
- The right to buy the A Note out of the
LB-UBS 2000-C1 securitization following a
material default thereon in order to effect
a different course of asset resolution from
the one proposed by the transaction's
special servicer;
- The right to receive all notices of
significant special servicing events; and
- The B Note holder will have veto rights with
respect to actions taken by the special
servicer regarding special servicing actions
and waivers on due on sale/due on
encumbrance, provided that (1) the B Note
holder represents at least 50% of the
aggregate principal balance outstanding of
the A Note and B Note and (2) such veto
actions are consistent with the servicing
standard.
DISTRIBUTIONS Interest and principal payments will be allocated
first to the A Note and then to the B Note.
ADVANCING The Servicer will be obligated to make advances of
scheduled principal and interest payments and certain
servicing expenses ("Advances"), to the extent that
such Advances are deemed to be recoverable.
This material is for your private information and we are not soliciting any
action based upon it. No securities are being offered by these summary
materials. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material, the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that may be sold.
The information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of those assumptions or the
likelihood that any of those assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. Information contained in this material is current as of the date
appearing on this material only. Information in this material regarding the
assets and securities discussed herein supersedes all prior information
regarding such assets and securities.
<PAGE>
The information in this Term Sheet will be superseded by the information
contained in any subsequent term sheets and definitive offering circular for any
securities actually sold to you.
February 3, 2000
TERM SHEET
REGARDING PRIVATE OFFERING OF LB-UBS 2000-C1D
$13,500,000 "B NOTE"
(APPROXIMATE)
SANGERTOWN SQUARE
NEW HARTFORD, NY
<TABLE>
<CAPTION>
- - ----------------------------- ------------------------------- ----------------- ----------------
APPROXIMATE FACE CUMULATIVE CUMULATIVE
EXPECTED SHADOW RATING AMOUNT LTV %(1) DSCR
- - ----------------------------- ------------------------------- ----------------- ----------------
<S> <C> <C> <C>
A
- - ----------------------------- ------------------------------- ----------------- ----------------
BBB
- - ----------------------------- ------------------------------- ----------------- ----------------
TOTALS: $13,500,000 50.3% 1.46X
- - ----------------------------- ------------------------------- ----------------- ----------------
</TABLE>
(1) Calculation based on appraised value of $152,00,000.
MORTGAGE LOAN HIGHLIGHTS
This material is for your private information and we are not soliciting any
action based upon it. No securities are being offered by these summary
materials. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material, the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that may be sold.
The information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of those assumptions or the
likelihood that any of those assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. Information contained in this material is current as of the date
appearing on this material only. Information in this material regarding the
assets and securities discussed herein supersedes all prior information
regarding such assets and securities.
<PAGE>
The information in this Term Sheet will be superseded by the information
contained in any subsequent term sheets and definitive offering circular for any
securities actually sold to you.
February 3, 2000
|X| $76,500,000 first lien mortgage loan on the fee interest of the property
described below. The mortgage loan will be split into two mortgage loans
evidenced by a $63,000,000 A Note and a $13,500,000 B Note, respectively.
The A Note will be transferred to LB-UBS 2000-C1 securitization.
|X| 8.82% fixed rate, 10 year term, 30 year amortization. Hyperamortization(1)
commences on the Anticipated Payment Date if the mortgage loan is not paid
in full at such time.
|X| The mortgage loan is secured by Sangertown Square, an 855,360 square foot
enclosed regional mall located in New Hartford (Utica), NY. The property is
the only enclosed regional mall within a 40 mile radius. Sangertown Square
estimated in-line sales of $361 psf and total sales of $187.3 million in
1999. According to the Pyramid Companies, on both a gross sales and a sales
per square foot basis, Sangertown Square is the best performing
single-level regional mall in their portfolio.
|X| Sponsorship: The Pyramid Companies, with over 25 years of experience in
various aspects of regional mall management and development, is one of the
largest developers, owners and managers of one and two-level regional
enclosed shopping centers in the Northeast. The Pyramid Companies own and
manage 19 centers comprising over 19 million square feet of retail space.
|X| LTV: The A Note and B Note have a combined loan-to-value of 50.3% based on
an appraised value of $152,000,000.
|X| DSCR: Based on underwritten net cash flow of approximately $10.6 million,
the A Note and B Note have a combined DSCR of 1.46x.
|X| Prepayment Provisions: Lockout for the first 2 years of the securitization,
defeasance allowed thereafter, with a 60-day prepayment window without
penalty prior to the Anticipated Payment Date
|X| Cash Management: Springing lockbox at 1.25x DSCR (except for taxes and
insurance reserves as described below under Reserve Funds).
|X| Reserve Funds: Annual replacement reserves of $175,000 funded monthly
($14,583); annual tenant rollover reserves of $200,000 funded monthly
($16,667); and an annual tax and insurance reserve funded monthly. A
renovation reserve of up to $2,000,000, to be funded monthly, will be
required in the event that a major renovation has not been substantially
completed by December 1, 2008. A debt service reserve equal to one month of
debt service will be funded monthly between 1/1/2000 and 4/1/2000, with
such funds to be released if NOI for any trailing 12 month period reaches
$11,300,000. If NOI for any two consecutive quarters calculated on a
trailing 12 month basis is below such threshold, the debt service reserve
requirement will be reinstated. Release of the debt service reserve cannot
occur more than twice throughout the term of the loan.
(1) The interest rate for the Sangertown Square loan after the Anticipated
Repayment Date shall be fixed at the greater of: the sum of the regular interest
rate plus 5%, or the sum of the yield on a US Treasury Note with a term equal to
the term of the loan from the Anticipated Payment Date to the Final Maturity
Date plus 5%. The amount by which interest at the post-Anticipated Repayment
Rate exceeds all interest at the regular interest rate shall be added to
principal, shall accrue interest and shall be payable with interest after all
interest at the regular interest rate, and the principal balance of the loan,
have been paid in full. Excess cash flow after the payment of operating
expenses, approved extraordinary expenses, reserves and debt service shall be
utilized to pay principal of the loan.
PROPERTY HIGHLIGHTS
This material is for your private information and we are not soliciting any
action based upon it. No securities are being offered by these summary
materials. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material, the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that may be sold.
The information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of those assumptions or the
likelihood that any of those assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. Information contained in this material is current as of the date
appearing on this material only. Information in this material regarding the
assets and securities discussed herein supersedes all prior information
regarding such assets and securities.
<PAGE>
The information in this Term Sheet will be superseded by the information
contained in any subsequent term sheets and definitive offering circular for any
securities actually sold to you.
February 3, 2000
|X| Sangertown Square, originally built in 1980 and expanded in 1981, 1995 and
1998, is one of the primary retail shopping centers in its trade area of
approximately 257,137 people, with no other enclosed shopping centers
within over 40 miles. The primary competitors, New Hartford Shopping Center
and Riverside Center, respectively, have a tenant mix of primarily local
merchants and a big box retail format serving a different type of shopper.
|X| The success of Sangertown Square can further be attributed to its strong
national and regional anchors/ major stores, e.g., Sears, JC Penney, Old
Navy, Circuit City, Kaufmann's, and in-line tenants, e.g., Limited Express,
Eddie Bauer, The Gap, Victoria's Secret, The Disney Store. Sangertown
enjoys a highly visible and easily accessible location from the main
population centers of the area, just six miles south of downtown Utica, New
York. Access to the mall is provided via four entry points from major
regional highways.
|X| Location: New Hartford (Utica), NY
|X| Year Built/Renovated: 1980 / 1981, 1995 and 1998
|X| Anchors:
<TABLE>
<CAPTION>
SQUARE FOOTAGE % OF TOTAL GLA LEASE EXPIRATION MOODY'S RATING S&P RATING
<S> <C> <C> <C> <C> <C>
Sears 152,619 17.8% 7/31/10 A3 A-
JC Penney 149,662 17.5 10/30/08 A3 BBB+
Kaufmann's 139,634 16.3 1/31/06 Ba2 BB+
Bradlees 84,800 9.9 10/31/06 NR NR
TOTALS: 526,715 62.8%
</TABLE>
|X| Total GLA: 855,360 sf
|X| Occupancy: 96% as of November 1999; in-line 89% as of November 1999.
|X| In-line Sales: 1997, 1998 and 1999 (based on actual numbers from January
through September 1999) in-line sales were approximately $328, $336 and
$361 per square foot, respectively.
|X| Occupancy Cost: Approximately 12% of sales for 1999 (based on borrower
provided information.
|X| Borrower's 1999 NOI: Approximately $10.8 million based on 1999 unaudited
borrower provided financial statements and adjusted to exclude certain
extraordinary income items.
|X| Underwritten net cashflow: Approximately $10.6 million Net Cash Flow based
on 1999 NOI (9 months calculated and 3 months projected), with adjustments
primarily for base rent to reflect tenants in occupancy as of 11/99 but not
income from the recently signed lease with Staples, a 4% market management
fee, and underwritten capital expenditures for replacements, tenant
improvements and leasing commissions.
This material is for your private information and we are not soliciting any
action based upon it. No securities are being offered by these summary
materials. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material, the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that may be sold.
The information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of those assumptions or the
likelihood that any of those assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. Information contained in this material is current as of the date
appearing on this material only. Information in this material regarding the
assets and securities discussed herein supersedes all prior information
regarding such assets and securities.
<PAGE>
The information in this Term Sheet will be superseded by the information
contained in any subsequent term sheets and definitive offering circular for any
securities actually sold to you.
February 3, 2000
<TABLE>
<CAPTION>
STRUCTURAL SUMMARY
<S> <C>
A/B NOTE STRUCTURE The mortgage loan will be
evidenced by two notes, an A Note and a B Note.
The A Note, which will have the balance
indicated above, representing a loan amount with
a shadow rating no lower than AA, will be
contributed to the LB-UBS 2000-C1
securitization. The B Note, with the balance
indicated above, will be sold separately either
through a sale to another trust which will issue
securities representing an interest in such note
or a direct sale of such B Note to an
institution.
The rights of the B Note holder or of the holder
of the securities backed by the B Note include:
- The right to buy the A Note out of the
LB-UBS 2000-C1 securitization following a
material default thereon in order to effect
a different course of asset resolution from
the one proposed by the transaction's
special servicer;
- The right to receive all notices of
significant special servicing events; and
- The B Note holder will have veto rights
with respect to actions taken by the
special servicer regarding special
servicing actions and waivers on due on
sale/due on encumbrance, provided that (1)
the B Note holder represents at least 50%
of the aggregate principal balance
outstanding of the A Note and B Note and
(2) such veto actions are consistent with
the servicing standard.
DISTRIBUTIONS Interest and principal payments will be
allocated first to the A Note and then to the B
Note.
ADVANCING The Servicer will be obligated to make advances
of scheduled principal and interest payments and
certain servicing expenses ("Advances"), to the
extent that such Advances are deemed to be
recoverable.
</TABLE>
