<PAGE>1
_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): November 6, 1996
MERRILL LYNCH MORTGAGE INVESTORS, INC.
----------------------------------------------------------
(Exact name of registrant as specified in its governing instruments)
Delaware 333-1704 13-3416059
- ---------------------------- ------------------------- ------------------
(State or other jurisdiction (Commission File Numbers) (I.R.S. Employer
of Incorporation) Identification No.)
World Financial Center
North Tower
New York, New York 10281
----------------------------------------
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (212) 449-0336
Exhibit Index appears on
page 5
________________________________________________________________________________
<PAGE>2
Item 5. Other Events
On or about November 25, 1996, the Registrant will cause
the issuance and sale of approximately $1,001,713,000 initial principal
amount of Mortgage Pass-Through Certificates, Series 1996-C2, Class A-1, Class
A-2, Class A-3, Class B, Class C, Class D, Class E, Class IO, Class F, Class
G, Class H, Class R-I, Class R-II and Class R-III (collectively, the
"Certificates") pursuant to a Pooling and Servicing Agreement to be dated
as of November 1, 1996, among the Registrant, First Union National Bank of
North Carolina as master servicer, Criimi Mae Services Limited Partnership,
as special servicer and State Street Bank & Trust Company, as trustee (the
"Pooling and Servicing Agreement").
In connection with the sale of the Series 1996-C2 Class
A-1, Class A-2, Class A-3, Class B, Class C, Class D, Class E and
Class IO Certificates (collectively, the "Underwritten Certificates"), the
Registrant has been advised by Merrill Lynch, Pierce, Fenner & Smith
Incorporated and First Union Capital Markets Corp. (together, the
"Underwriters") that the Underwriters have, following the effective date of
Registration Statement No. 333-1704, furnished to prospective investors on
November 6, 1996 a Structural Term Sheet setting forth certain information
about the Underwritten Certificates (the "Structural Term Sheet") and a
Collateral Term Sheet setting forth certain information about the mortgage
loans expected to be deposited in trust under the Pooling and Servicing
Agreement (the "Collateral Term Sheet"). The Structural Term Sheet and the
Collateral Term Sheet are being filed as exhibits to this report.
The Structural Term Sheet and the Collateral Term Sheet
have been provided by the Underwriters. The information in the Structural Term
Sheet and the Collateral Term Sheet is preliminary and will be superseded
by the Prospectus Supplement relating to the Underwritten Certificates and by
any other information subsequently filed with the Securities and Exchange
Commission.
-2-
<PAGE>3
Item 7. Financial Statements and Exhibits
(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
Item 601(a) of Regulation
Exhibit Number S-K Exhibit No. Description
-------------- ------------------------- -----------
1 99 Structural Term Sheet
2 99 Collateral Term Sheet
-3-
<PAGE>4
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 hereunto duly authorized.
MERRILL LYNCH MORTGAGE INVESTORS, INC.
By: /s/ Michael M. McGovern
-----------------------------
Name: Michael M. McGovern
Title: Secretary and Director
Dated: November 6, 1996
-4-
<PAGE>5
EXHIBIT INDEX
Item 601(a) of Regulation
Exhibit Number S-K Exhibit No. Description
-------------- ------------------------- ---------------------
1 99 Structural Term Sheet
2 99 Collateral Term Sheet
-5-
<PAGE>1
Exhibit 1
UNDERWRITERS' STATEMENT
STRUCTURAL TERM SHEET
Merrill Lynch Mortgage Investors, Inc.
Mortgage Pass-Through Certificates
Series 1996-C2
Classes A-1, A-2, A-3, B, C, D, E and IO
The attached Structural Term Sheet (the "Term Sheet") is privileged and
confidential and is intended for use by the addressee only. This Term
Sheet is furnished to you solely by Merrill Lynch & Co. and First Union
Capital Markets Corp. (the "Underwriters") and not by the issuer of the
securities identified above (the "Offered Securities") or any other
party. The issuer of the Offered Securities has not prepared or taken
part in the preparation of these materials. The Term Sheet is based
upon information made available to the Underwriters. None of the
Underwriters, the issuer of the Offered Securities, or any other party
makes any representation as to the accuracy or completeness of the
information herein. The information herein is preliminary, and will be
superseded by the applicable prospectus supplement and by any other
information subsequently filed with the Securities and Exchange
Commission. The information herein may not be provided to any third
party other than the addressee's legal, tax, financial and/or
accounting advisors for the purposes of evaluating such information.
No assurance can be given as to the accuracy, appropriateness or
completeness of the Term Sheet in any particular context; or as to
whether the Term Sheet reflects future performance. The Term Sheet
should not be construed as either projections or predictions or as
legal, tax, financial or accounting advice.
Any yields or weighted average lives shown in the Term Sheet are based
on prepayment and other assumptions and actual experience may
dramatically affect such yields or weighted average lives. The
principal amount and designation of any security described in the Term
Sheet are subject to change prior to issuance.
Although a registration statement (including the prospectus) relating
to the Offered Securities has been filed with the Securities and
Exchange Commission and is effective, the final prospectus supplement
relating to the Offered Securities has not been filed with the
Securities and Exchange Commission. This communication shall not
constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of the Offered Securities in any state in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state. Prospective purchasers are referred to the final prospectus and
prospectus supplement relating to the Offered Securities for definitive
terms of the Offered Securities and the collateral. A final prospectus
and prospectus supplement may be obtained by contacting the Merrill
Lynch Trading Desk at (212) 449-3860 or First Union at (704) 374-4565.
Either Underwriter of the Offered Securities and its affiliates may in
the future have a position in the Offered Securities (and in other
securities issued by the issuer of the Offered Securities) and may
purchase or sell the same on a principal basis or as an agent for
another person. In addition, either Underwriter of the Offered
Securities and certain of its affiliates may currently be providing
investment banking and other services to the issuer of the Offered
Securities and the borrowers of loans that are included among the
collateral and their affiliates.
Please be advised that mortgage-backed and/or asset-backed securities
may not be appropriate for all investors. Potential investors must be
willing to assume, among other things, market price volatility,
prepayments and yield curve and interest rate risks. Investors should
fully consider the risk of an investment in the Offered Securities.
If you have received this communication in error, please notify the
sending party immediately by telephone and return the original to such
party by mail.
<PAGE>2
Investor Preliminary - Structural Term Sheet
Merrill Lynch Mortgage Investors, Inc., Series 1996-C2
Total Pool Size: $1.138 Billion (300 loans)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------------
S&P/Fitch/ Approx.
DCR Size Approx. Approx. Approx. WAL @ Principal
Class Rating Offering (mm) Sub. Bond Type Coupon (1) Price 0% CPR Window
----- ------ -------- ---- ---- --------- ---------- ----- ------ ------
Offered Certificates
- --------------------
A-1 AAA/AAA/AAA Public $311.0 31.0% Fixed Coupon 6.85% 101 4.9 yrs 12/96 - 09/03
A-2 AAA/AAA/AAA Public 130.6 31.0 Fixed Coupon 7.05 101 7.5 09/03 - 04/06
A-3 AAA/AAA/AAA Public 343.8 31.0 Fixed Coupon 7.20 101 9.7 04/06 - 10/06
B AA/AA/AA Public 68.3 25.0 Fixed Coupon 7.20 100 9.9 10/06 - 11/06
C A/A/A Public 62.6 19.5 Fixed Coupon 7.20 99-16 10.0 11/06 - 11/06
D BBB/BBB/BBB Public 56.9 14.5 Fixed Coupon 7.20 97 11.6 11/06 - 12/09
E BBB-/BBB-/BBB- Public 28.5 12.0 Fixed Coupon 7.20 93-16 13.8 12/09 - 05/11
IO (2) NR/AAA/AAA Public (3) I/O Strip $130.6 mm 8.3
Private Certificates (4)
F BB/BB-/BB- Private 62.6 6.5 Fixed Coupon 7.20 15.5 05/11 - 04/14
G B/B-/B- Private 39.8 3.0 Fixed Coupon 7.20 18.7 04/14 - 09/16
H NR/NR/NR Private 34.1 0.0 Fixed Coupon 7.20 22.5 09/16 -10/26
- ----------------------------
(1) Subject to change based upon market conditions at the time of pricing.
(2) The IO Class will be entitled to (i) any excess interest above 7.20% on any loans, and (ii) an additional fixed strip off
of classes A-1 and A-2. In addition, the IO Class will also receive some allocation of prepayment penalties, as
described below.
(3) The Class IO Certificates will not have a principal balance and will not be entitled to receive distributions of principal,
but will be entitled to receive payments of interest equal to the sum of the interest accrued on the notional amount of
each of its components.
(4) The Private Certificates are not being offered hereby. Accordingly, any information herein regarding the terms of the
Private Certificates is provided solely because of its potential relevance to a prospective purchaser of an Offered
Certificate.
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Key Features:
Pass-Through Structure: Senior/subordinated, sequential pay pass-
through bonds.
Underwriters: Merrill Lynch & Co., First Union Capital Markets Corp.
Depositor: Merrill Lynch Mortgage Investors, Inc..
Master Servicer: First Union National Bank of North Carolina.
Special Servicer: CRIIMI MAE Service Limited Partnership.
Trustee: State Street Bank and Trust Company.
Initial Extension Advisor: State Street Bank and Trust Company
Distribution: 21st day of the month.
Interest Accrual Period: 1st to the 1st (20 day delay).
Delivery: The Depository Trust Co. ("DTC") through CEDE and Co.
ERISA: Only classes A-1, A-2, A-3 and IO are ERISA eligible subject
to certain conditions for eligibility.
SMMEA: None of the Offered Securities is SMMEA eligible.
Tax Treatment: REMIC.
Optional Termination: 1% clean up call.
- ------------------------ -------------------------------------------------------
MERRILL LYNCH Investors should read the Underwriters' Statement
(212) 449-3860 which accompanies this Structural Term Sheet. If the
Statement is not included, please contact your
account representative. Do not use this Structural
Term Sheet if you have not received and reviewed the
Statement.
FIRST UNION CAPITAL Prospective investors are advised to carefully
MARKETS CORP. read, and should rely solely on, the final prospectus
(704) 374-4565 and prospectus supplement (the "Final Prospectus")
relating to the Offered Certificates referred to in
such Underwriters' Statement (the "Offered
Securities") in making their investment decision.
This Structural Term Sheet does not include all
relevant information relating to the Offered
Securities described herein, particularly with respect
to the risks and special considerations associated
with an investment in the Offered Securities. All
structural information contained herein is preliminary
and it is anticipated that such information will
change. Any information contained herein will
be more fully described in, and will be fully
superseded by the descriptions of the
collateral and structure in the preliminary
prospectus supplement and Final Prospectus. Although
the information contained in this Structural Term
Sheet is based on sources which the Underwriters
believe to be reliable, the Underwriters make no
representation or warranty that such information is
accurate or complete. Such information should not be
viewed as projections, forecasts, predictions or
opinions with respect to value. Prior to making any
investment decision, a prospective investor should
receive and fully review the Final Prospectus.
NOTHING HEREIN SHOULD BE CONSIDERED AN OFFER TO SELL
OR SOLICITATION OF AN OFFER TO BUY ANY SECURITIES.
- ------------------------ -------------------------------------------------------
<PAGE>3
Investor Preliminary - Structural Term Sheet
Merrill Lynch Mortgage Investors, Inc., Series 1996-C2
Total Pool Size: $1.138 Billion (300 loans)
- --------------------------------------------------------------------------------
ALLOCATION OF PREPAYMENT PENALTIES
The prepayment penalties will be allocated between the non-IO and IO Classes as
follows:
Yield Maintenance Penalties:
Any yield maintenance penalties will be allocated between the
non-IO and IO classes based upon a formula which is based, in
part, on the relationship between the bond coupon of the class
currently receiving principal, the mortgage rate of the loan that
has prepaid, and the discount rate used in calculating the
borrower's yield maintenance penalty.
- --------------------------------------------------------------------------------
% of Yield Maintenance Premium (Bond Coupon - Discount Rate)
= ---------------------------------
Allocated to Non-IO Bonds (Mortgage Rate - Discount Rate)
- --------------------------------------------------------------------------------
In general, this formula provides for an increase in the
allocation of yield maintenance penalties to the non-IO classes as
interest rates decrease and a decrease in the allocation to such
classes as interest rates rise.
Penalties allocated to the non-IO classes will be distributed
sequentially to the class currently receiving principal.
Percentage Prepayment Penalties:
Allocation: 25% to the non-IO classes and 75% to Class IO.
Distributions to the non-IO classes will be made sequentially
to the class currently receiving principal.
- ------------------------ -------------------------------------------------------
MERRILL LYNCH Investors should read the Underwriters' Statement
(212) 449-3860 which accompanies this Structural Term Sheet. If the
Statement is not included, please contact your
account representative. Do not use this Structural
Term Sheet if you have not received and reviewed the
Statement.
FIRST UNION CAPITAL Prospective investors are advised to carefully
MARKETS CORP. read, and should rely solely on, the final prospectus
(704) 374-4565 and prospectus supplement (the "Final Prospectus")
relating to the Offered Certificates referred to in
such Underwriters' Statement (the "Offered
Securities") in making their investment decision.
This Structural Term Sheet does not include all
relevant information relating to the Offered
Securities described herein, particularly with respect
to the risks and special considerations associated
with an investment in the Offered Securities. All
structural information contained herein is preliminary
and it is anticipated that such information will
change. Any information contained herein will
be more fully described in, and will be fully
superseded by the descriptions of the
collateral and structure in the preliminary
prospectus supplement and Final Prospectus. Although
the information contained in this Structural Term
Sheet is based on sources which the Underwriters
believe to be reliable, the Underwriters make no
representation or warranty that such information is
accurate or complete. Such information should not be
viewed as projections, forecasts, predictions or
opinions with respect to value. Prior to making any
investment decision, a prospective investor should
receive and fully review the Final Prospectus.
NOTHING HEREIN SHOULD BE CONSIDERED AN OFFER TO SELL
OR SOLICITATION OF AN OFFER TO BUY ANY SECURITIES.
- ------------------------ -------------------------------------------------------
<PAGE>1
Exhibit 2
UNDERWRITERS' STATEMENT
COLLATERAL TERM SHEET
Merrill Lynch Mortgage Investors, Inc.
Mortgage Pass-Through Certificates
Series 1996-C2
Classes A-1, A-2, A-3, B, C, D, E and IO
The attached Collateral Term Sheet (the "Term Sheet") is privileged and
confidential and is intended for use by the addressee only. This Term
Sheet is furnished to you solely by Merrill Lynch & Co. and First Union
Capital Markets Corp. (the "Underwriters") and not by the issuer of the
securities identified above (the "Offered Securities") or any other
party. The issuer of the Offered Securities has not prepared or taken
part in the preparation of these materials. The Term Sheet is based
upon information made available to the Underwriters. None of the
Underwriters, the issuer of the Offered Securities, or any other party
makes any representation as to the accuracy or completeness of the
information herein. The information herein is preliminary, and will be
superseded by the applicable prospectus supplement and by any other
information subsequently filed with the Securities and Exchange
Commission. The information herein may not be provided to any third
party other than the addressee's legal, tax, financial and/or
accounting advisors for the purposes of evaluating such information.
No assurance can be given as to the accuracy, appropriateness or
completeness of the Term Sheet in any particular context; or as to
whether the Term Sheet reflects future performance. The Term Sheet
should not be construed as either projections or predictions or as
legal, tax, financial or accounting advice.
Although a registration statement (including the prospectus) relating
to the Offered Securities has been filed with the Securities and
Exchange Commission and is effective, the final prospectus supplement
relating to the Offered Securities has not been filed with the
Securities and Exchange Commission. This communication shall not
constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of the Offered Securities in any state in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state. Prospective purchasers are referred to the final prospectus and
prospectus supplement relating to the Offered Securities for definitive
terms of the Offered Securities and the collateral. A final prospectus
and prospectus supplement may be obtained by contacting Merrill Lynch
Trading Desk at (212) 449-3860 or First Union at (704) 374-4565.
Either Underwriter of the Offered Securities and its affiliates may in
the future have a position in the Offered Securities (and in other
securities issued by the issuer of the Offered Securities) and may
purchase or sell the same on a principal basis or as an agent for
another person. In addition, either Underwriter of the Offered
Securities and certain of its affiliates may currently be providing
investment banking and other services to the issuer of the Offered
Securities and the borrowers of loans that are included among the
collateral and their affiliates.
Please be advised that mortgage-backed and/or asset-backed securities
may not be appropriate for all investors. Potential investors must be
willing to assume, among other things, market price volatility,
prepayments and yield curve and interest rate risks. Investors should
fully consider the risk of an investment in the Offered Securities.
If you have received this communication in error, please notify the
sending party immediately by telephone and return the original to such
party by mail.
<PAGE>2
Investor Preliminary - Collateral Term Sheet
Merrill Lynch Mortgage Investors, Inc., Series 1996-C2
Total Pool Size: 1.138 Billion (300 loans)
- --------------------------------------------------------------------------------
OVERVIEW
The transaction is collateralized by 300 multifamily and commercial
loans with an aggregate principal balance of approximately $1,138.3
million and secured by 302 properties located throughout 36 states.
First Union National Bank of North Carolina originated 158 of the
mortgage loans, making up 51% of the total pool balance, through its
Commercial and Multifamily Conduit Program. 142 loans, or 49% of the
pool balance, were originated through Merrill Lynch's Commercial and
Multifamily Conduit Program. All of the loans were originated in 1996.
Except where otherwise indicated, percentages (%) represent
principal amount of loan or loans compared to aggregate pool balance,
as of the Cut-Off Date.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Loan Information
<S> <C>
Total Balance: $1.138 billion (300 loans, 302 properties)
Avg./Max Balance: $3.8 million/$38.5 million
Loan Types: All fixed rate;
80% balloons, 20% fully amortizing
Gross WAC: 9.121% (Range = 8.313%-10.375%)
Net WAC: 8.997%
Avg. Seasoning: 2 months (100% originated in 1996)
Stated RTM: 11.3 years
WA DSCR: 1.32x
Call Protection: All currently locked out (99.9%) or have
yield maintenance (.1%)
Borrower Concentration: None greater than 5% of the pool
Cross Collateralization: 37 of the Mortgage Loans (10%) are cross-
collateralized and cross-defaulted with
one or more Mortgage Loans in the pool.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Property Type Distribution
<S> <C> <C> <C>
% of
Type # (Pool) DSCR
Multifamily: 151 44.2 % 1.29x
Retail: 76 25.3 1.30
Hospitality: 23 10.3 1.45
Office: 18 7.2 1.29
Industrial: 16 6.5 1.28
Healthcare: 7 3.0 1.40
MH Parks: 6 1.8 1.31
Mixed Use: 5 1.7 1.37
Tot/Avg.: 302 100.0% 1.32x
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
State Distribution
(Total of 36 States)
<S> <C> <C>
% of
State # (Pool)
Texas: 66 14.7%
California: 29 12.7
Florida: 33 11.5
All others 174 61.1
<6%:
Totals 302 100.0%
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Cut-Off LTV's
<S> <C> <C> <C>
% of Cumulative
LTV Range # Pool % of Pool
- ---------------- ----- -------- ---------
35.38% - 50.00% 10 1.47% 1.47%
50.01% - 55.00% 21 5.47 6.94
55.01% - 60.00% 18 5.19 12.13
60.01% - 65.00% 23 6.36 18.49
65.01% - 70.00% 71 24.01 42.50
70.01% - 75.00% 104 36.33 78.83
75.01% - 80.00% 47 19.68 98.51
80.01% - 6 1.49 100.00
84.93% (a)
- ---------------- ----- -------- ---------
Totals 300 100.0% 100.0%
Weighted Average Cut-Off LTV = 69.72%
(a) The only Mortgage Loans with Cut-Off
LTV Ratios in excess of 80% are Mortgage
Loans secured by Section 42 Properties.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Debt Service Coverage Ratios
<S> <C> <C> <C>
% of
DSCR Range # Pool Cumulative %
- ------------- ------ ---------- -------------
1.15 - 1.19(a) 7 1.42% 1.42%
1.20 - 1.24 28 10.73 12.15
1.25 - 1.29 104 38.69 50.83
1.30 - 1.34 52 20.48 71.32
1.35 - 1.39 41 10.37 81.69
1.40 - 1.44 32 10.25 91.94
1.45 - 1.49 11 3.82 95.76
1.50 - 1.54 6 0.95 96.72
1.55 - 1.59 6 1.17 97.89
1.60 - 1.69 6 1.30 99.19
1.70 - 1.79 4 0.55 99.74
1.80 - 2.15 3 0.26 100.00
- ------------- ------ ---------- -------------
Totals 300 100.0% 100.0%
Weighted Average DSCR = 1.32x
(a) The only Mortgage Loans with a DSCR
below 1.20x are Mortgage Loans secured
by Section 42 properties.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Original Term
<S> <C> <C>
% of
# Pool
- -------------- ------------ -------------
3 Yr Balloon 2 1.73%
4 Yr Balloon 2 0.70%
5 Yr Balloon 15 5.45%
7 Yr Balloon 58 17.58%
10 Yr Balloon 148 48.04%
13-16 Yr Balloon 8 3.59%
20 Yr Balloon 3 1.26%
25 Yr Balloon 9 1.62%
Fully Amortizing 55 20.03%
- -------------- ------------ -------------
Totals 300 100.0%
Wtd. Avg. Original Term = 11.5 yrs
Wtd. Avg. Original term of fully amortizing
loans = 19.4 yrs
</TABLE>
- ------------------------ -------------------------------------------------------
MERRILL LYNCH Investors should read the Underwriters' Statement
(212) 449-3860 which accompanies this Collateral Term Sheet. If the
Statement is not included, please contact your
account representative. Do not use this information
if you have not received and reviewed the Statement.
FIRST UNION CAPITAL Prospective investors are advised to carefully
MARKETS CORP. read, and should rely solely on, the final prospectus
(704) 374-4565 and prospectus supplement (the "Final Prospectus")
relating to the Offered Securities referred to in
such Underwriters' Statement (the "Offered
Securities") in making their investment decision.
This Collateral Term Sheet does not include all
relevant information relating to the collateral
described herein, particularly with respect to the
risks and special considerations associated therewith.
All collateral information contained herein is
preliminary and such information may change. Although
the information contained in this Collateral Term
Sheet is based on sources which the Underwriters
believe to be reliable, the Underwriters make no
representation or warranty that such information is
accurate or complete. Such information should not be
viewed as projections, forecasts, predictions or
opinions with respect to value. Prior to making any
investment decision, a prospective investor should
receive and fully review the Final Prospectus.
NOTHING HEREIN SHOULD BE CONSIDERED AN OFFER TO SELL
OR SOLICITATION OF AN OFFER TO BUY ANY SECURITIES.
This Collateral Term Sheet and the information
contained herein will be superseded by the description
of the collateral contained in the Prospectus
Supplement.
- ------------------------ -------------------------------------------------------
<PAGE>3
Investor Preliminary - Collateral Term Sheet
Merrill Lynch Mortgage Investors, Inc., Series 1996-C2
Total Pool Size: 1.138 Billion (300 loans)
- --------------------------------------------------------------------------------
PREPAYMENT PROTECTION
Currently 99.9% of the loans are locked out and 0.1% are subject to
yield maintenance penalties.
As described further in Table 1, 93.4% of the loans are locked out,
followed by yield maintenance penalties.
118 of the loans (35%) have yield maintenance penalties which use a
formula based on the Treasury Rate + 50bps. 154 loans (58%) of the loans
have yield maintenance penalties which use a formula based on the
Treasury Rate.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
TABLE 1
Prepayment Penalty Categories
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Weighted Weighted Weighted Avg. Average # of
# Average Average % of Remaining Months Group is
of Bal % of Remaining Years Term Locked Open to Prepayment
Prepayment Restriction Loans (mm) Pool Term Locked Out Prior to Maturity
Out
- -----------------------------------------------------------------------------------------------------------------------
Lockout, then Yield Maintenance 246 $972.4 85.4% 10.7 yrs 4.8 yrs 45% 7 mos
Lockout, then Yield Maintenance 25 90.8 8.0 15 2.2 15 20
then Prepayment Premium
Lockout, then Prepayment Premium 19 53.9 4.7 10.3 5.3 52 4
Lockout Only 9 20.1 1.8 24.7 14.7 59 120
Yield Maintenance, then Prepayment 1 1.0 0.1 24.8 0.0 0 60
Premium
- -----------------------------------------------------------------------------------------------------------------------
Totals/Wtd. Avg./Avg. 300 1,138.3 100.0% 11.3 yrs 4.8 yrs 43% 10 mos
- -----------------------------------------------------------------------------------------------------------------------
Weighted Average Term to End of Lockout: 4.8 yrs
Weighted Average Number of Months Loans are Open to Prepayment Prior to Maturity: 10 months
Weighted Average Number of Months Balloon Loans are Open to Prepayment Prior to Maturity: 8 months
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
- ------------------------ -------------------------------------------------------
MERRILL LYNCH Investors should read the Underwriters' Statement
(212) 449-3860 which accompanies this Collateral Term Sheet. If the
Statement is not included, please contact your
account representative. Do not use this information
if you have not received and reviewed the Statement.
FIRST UNION CAPITAL Prospective investors are advised to carefully
MARKETS CORP. read, and should rely solely on, the final prospectus
(704) 374-4565 and prospectus supplement (the "Final Prospectus")
relating to the Offered Securities referred to in
such Underwriters' Statement (the "Offered
Securities") in making their investment decision.
This Collateral Term Sheet does not include all
relevant information relating to the collateral
described herein, particularly with respect to the
risks and special considerations associated therewith.
All collateral information contained herein is
preliminary and such information may change. Although
the information contained in this Collateral Term
Sheet is based on sources which the Underwriters
believe to be reliable, the Underwriters make no
representation or warranty that such information is
accurate or complete. Such information should not be
viewed as projections, forecasts, predictions or
opinions with respect to value. Prior to making any
investment decision, a prospective investor should
receive and fully review the Final Prospectus.
NOTHING HEREIN SHOULD BE CONSIDERED AN OFFER TO SELL
OR SOLICITATION OF AN OFFER TO BUY ANY SECURITIES.
This Collateral Term Sheet and the information
contained herein will be superseded by the description
of the collateral contained in the Prospectus
Supplement.
- ------------------------ -------------------------------------------------------
<PAGE>4
Investor Preliminary - Collateral Term Sheet
Merrill Lynch Mortgage Investors, Inc., Series 1996-C2
Total Pool Size: 1.138 Billion (300 loans)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
Prepayment Lock-Out /Premium Analysis
-----------------------------------------------------------------------------------------------
Percentage of Mortgage Pool by Prepayment Restriction Assuming No Prepayment
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Current 12 Mo. 24 Mo. 36 Mo. 48 Mo. 60 Mo. 72 Mo. 84 Mo.
Prepayment Nov. Nov. Nov. Nov. Nov. Nov. Nov. Nov.
Restriction 1996 1997 1998 1999 2000 2001 2002 2003
-----------------------------------------------------------------------------------------------
Locked Out 99.91% 91.23% 88.55% 77.02% 52.92% 19.24% 17.38% 21.45%
Yield Maintenance 0.09 8.77 11.45 22.19 44.15 76.78 75.48 75.27
-----------------------------------------------------------------------------------------------
Subtotal 100.00 100.00 100.00 99.21 97.07 96.02 92.86 96.72
% Premium 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
5.00%-greater 0.00 0.00 0.00 0.00 0.88 1.73 0.00 0.00
4.00 - 4.99% 0.00 0.00 0.00 0.68 0.29 0.92 1.74 0.00
3.00 - 3.99% 0.00 0.00 0.00 0.11 0.96 0.31 0.91 2.17
2.00 - 2.99% 0.00 0.00 0.00 0.00 0.69 1.02 0.14 1.11
1.00 - 1.99% 0.00 0.00 0.00 0.00 0.11 0.00 1.19 0.00
Open 0.00 0.00 0.00 0.00 0.00 0.00 3.16 0.00
-----------------------------------------------------------------------------------------------
Totals 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
Mortgage Pool
Balance ($ millions) 1,138.31 1,125.33 1,111.11 1,076.53 1,052.07 974.62 955.28 751.08
% of Initial Pool
Balance 100.00% 98.86% 97.61% 94.57% 92.42% 85.62% 83.92% 65.98%
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
Prepayment Lock-Out/Premium Analysis
-----------------------------------------------------------------------------------------------
Percentage Of Mortgage Pool by Prepayment Restriction Assuming No Prepayment
<S> <C> <C> <C> <C> <C> <C> <C> <C>
96 Mo. 108 Mo. 120 Mo. 132 Mo. 144 Mo. 156 Mo. 168 Mo. 180 Mo.
------------------
Prepayment Nov. Nov. Nov. Nov. Nov. Nov. Nov. Nov.
Restriction 2004 2005 2006 2007 2008 2009 2010 2011
-----------------------------------------------------------------------------------------------
Locked Out 18.05% 17.91% 20.81% 8.96% 9.03% 9.96% 10.84% 0.00%
Yield Maintenance 77.93 66.28 51.10 63.96 65.16 68.43 70.09 65.54
-----------------------------------------------------------------------------------------------
Subtotal 95.98 84.19 71.91 72.92 74.19 78.39 80.93 65.54
% Premium 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
5.00% - greater0.21 1.04 15.82 3.80 3.78 3.88 0.00 0.70
4.00 - 4.99% 0.00 0.00 6.21 10.70 0.00 0.00 3.85 0.00
3.00 - 3.99% 0.00 0.00 0.00 6.40 9.78 0.00 0.00 4.40
2.00 - 2.99% 2.18 0.00 2.73 0.00 5.90 9.82 0.00 0.00
1.00 - 1.99% 1.10 3.27 0.00 2.86 0.00 4.50 9.57 0.00
Open 0.52 11.51 3.32 3.31 6.34 3.41 5.65 29.36
-----------------------------------------------------------------------------------------------
Totals 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
Mortgage Pool
Balance ($ millions) 731.26 709.51 217.06 203.37 188.33 166.24 148.23 111.34
% of Initial Pool
Balance 64.24 62.33 19.07 17.87% 16.54% 14.60% 13.02% 9.78%
-----------------------------------------------------------------------------------------------
</TABLE>
- ------------------------ -------------------------------------------------------
MERRILL LYNCH Investors should read the Underwriters' Statement
(212) 449-3860 which accompanies this Collateral Term Sheet. If the
Statement is not included, please contact your
account representative. Do not use this information
if you have not received and reviewed the Statement.
FIRST UNION CAPITAL Prospective investors are advised to carefully
MARKETS CORP. read, and should rely solely on, the final prospectus
(704) 374-4565 and prospectus supplement (the "Final Prospectus")
relating to the Offered Securities referred to in
such Underwriters' Statement (the "Offered
Securities") in making their investment decision.
This Collateral Term Sheet does not include all
relevant information relating to the collateral
described herein, particularly with respect to the
risks and special considerations associated therewith.
All collateral information contained herein is
preliminary and such information may change. Although
the information contained in this Collateral Term
Sheet is based on sources which the Underwriters
believe to be reliable, the Underwriters make no
representation or warranty that such information is
accurate or complete. Such information should not be
viewed as projections, forecasts, predictions or
opinions with respect to value. Prior to making any
investment decision, a prospective investor should
receive and fully review the Final Prospectus.
NOTHING HEREIN SHOULD BE CONSIDERED AN OFFER TO SELL
OR SOLICITATION OF AN OFFER TO BUY ANY SECURITIES.
This Collateral Term Sheet and the information
contained herein will be superseded by the description
of the collateral contained in the Prospectus
Supplement.
- ------------------------ -------------------------------------------------------
<PAGE>5
Investor Preliminary - Collateral Term Sheet
Merrill Lynch Mortgage Investors, Inc., Series 1996-C2
Total Pool Size: 1.138 Billion (300 loans)
- --------------------------------------------------------------------------------
DESCRIPTION OF PROPERTY TYPES
<TABLE>
<CAPTION>
Loan/Credit Characteristics by Property Type
- ----------------- --------- ------- ---------- ---------- ---------- --------- --------- -------- --------------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
% of Wtd. Wtd. Avg. Loan Max. Avg. Wtd.
Balance # of Pool Wtd. Cut Off Balloon Balance Balance Property Occupancy Avg.
(MM) Loans Balance DSCR LTV LTV (MM) (MM) Size % Loan
to Size
- ----------------- --------- ------- ---------- ---------- ---------- --------- --------- -------- --------------- --------- --------
MULTIFAMILY
Multifamily $ 474.9 140 41.72% 1.30x 72.89% 63.78% $3.4 $38.5 286 units 95.13% 29,767
Section 42 28.1 11 2.46 1.20x 77.86 18.62 2.6 4.3 100 units 97.03 31,641
Subtotals 503.0 151 44.18 1.29x 73.17 61.26 3.3 38.5 275 units 95.23 29,872
RETAIL
Anchored 214.2 42 18.82 1.29x 66.20 45.82 5.1 17.2 121,246 sq. ft. 97.71 75
Unanchored 74.2 34 6.52 1.35x 62.68 45.37 2.2 6.6 43,933 sq. ft. 98.88 74
Subtotals 288.4 76 25.34 1.30x 65.30 45.71 3.8 17.2 101,351 sq. ft. 98.01 75
HOSPITALITY 117.5 23 10.32 1.45x 66.68 2.43 5.1 21.0 239 rooms N/A 44,844
OFFICE 81.7 18 7.18 1.29x 67.81 37.63 4.5 17.0 158,280 sq. ft. 94.93 56
INDUSTRIAL 74.1 16 6.51 1.28x 71.68 58.29 4.6 18.4 441,413 sq. ft. 98.81 23
HEALTHCARE
Assisted Living 12.5 3 1.09 1.43x 59.83 44.95 4.2 9.2 195 beds 90.66 36,242
Congregate Care 21.1 4 1.86 1.38x 65.65 55.17 5.3 6.8 126 beds 97.80 46,995
Subtotals 33.6 7 2.95 1.40x 63.49 51.38 4.8 9.2 151 beds 95.15 43,007
MH PARKS 20.2 6 1.78 1.31x 74.71 66.39 3.4 8.4 287 units 97.81 16,795
MIXED USE 19.8 5 1.74 1.37x 70.62 61.50 4.0 7.0 55,938 sq. ft. 98.34 96
- ----------------- --------- ------- ---------- ---------- ---------- --------- --------- -------- --------------- --------- --------
Totals/Wtd.Avg./
Averages $1,138.3 302 100.0% 1.32x 69.72% 49.16% $3.8 $38.5 66,909 96.36% $19,420
- ----------------- --------- ------- ---------- ---------- ---------- --------- --------- -------- --------------- --------- --------
</TABLE>
- ------------------------ -------------------------------------------------------
MERRILL LYNCH Investors should read the Underwriters' Statement
(212) 449-3860 which accompanies this Collateral Term Sheet. If the
Statement is not included, please contact your
account representative. Do not use this information
if you have not received and reviewed the Statement.
FIRST UNION CAPITAL Prospective investors are advised to carefully
MARKETS CORP. read, and should rely solely on, the final prospectus
(704) 374-4565 and prospectus supplement (the "Final Prospectus")
relating to the Offered Securities referred to in
such Underwriters' Statement (the "Offered
Securities") in making their investment decision.
This Collateral Term Sheet does not include all
relevant information relating to the collateral
described herein, particularly with respect to the
risks and special considerations associated therewith.
All collateral information contained herein is
preliminary and such information may change. Although
the information contained in this Collateral Term
Sheet is based on sources which the Underwriters
believe to be reliable, the Underwriters make no
representation or warranty that such information is
accurate or complete. Such information should not be
viewed as projections, forecasts, predictions or
opinions with respect to value. Prior to making any
investment decision, a prospective investor should
receive and fully review the Final Prospectus.
NOTHING HEREIN SHOULD BE CONSIDERED AN OFFER TO SELL
OR SOLICITATION OF AN OFFER TO BUY ANY SECURITIES.
This Collateral Term Sheet and the information
contained herein will be superseded by the description
of the collateral contained in the Prospectus
Supplement.
- ------------------------ -------------------------------------------------------
