Marketing Summary
[LOGO] Mortgage Backed Securities
New Issue
PLEASE SEE RELATED PROSPECTUS SUPPLEMENT
DEAL: Merrill Lynch Mortgage Investors, Inc. Resecuritization
Pass-Through Certificates
SIZE: $3,067,090,000* WM-2
<TABLE>
<CAPTION>
Tranche Spread/
Amount Class Type S&P/Moodys Index Coupon Mat. WAL
------ ----- ----- ---------- ----- ------ ---- ---
<S> <C> <C> <C> <C> <C> <C> <C>
$2,300,320,000* A-1 Floating A1+/P1 1m LIBOR +__ 11/27/01 .99
$766,770,000* A-2 Fixed Pac AAA/AAA Fixed 6.50% 11/27/01 .99
</TABLE>
* Approximate
For information concerning certain risk factors that should be considered by
prospective investors, see "risk factors" in prospectus supplement, prospectus
and herein. Capitalized terms used herein and not otherwise defined have the
meanings set forth in prospectus supplement and prospectus.
Underwriter: Merrill Lynch & Co.
Trustee: Wells Fargo Bank Minnesota, National Association
Depositor: Merrill Lynch Mortgage Investors, Inc.
Collateral Seller Washington Mutual ("WAMU")
Mortgage Collateral The pooled securities to be included in the
trust fund are listed in Appendix I of the
prospectus supplement. As of the cut-off date,
the pooled securities had an aggregate
outstanding principal balance of approximately
$4,304,697,000. All of the pooled securities are
rated in the highest long term investment rating
category by one or more of Standard & Poor's
Rating Services, a division of the McGraw-Hill
Companies, Inc. ("S&P"), Moody's Investors
Service, Inc. ("Moody's") or Fitch, Inc.
The pooled securities represent
51 classes of residential
mortgage-backed securities
evidencing interests in 46
underlying trusts.
1
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The information herein has been provided solely by Merrill Lynch, Pierce, Fenner
& Smith Incorporated ("Merrill Lynch"). Neither Merrill Lynch, the Issuer of the
securities nor any of its affiliates make 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preliminary, and will be superseded by the applicable prospectus supplement and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The information contained herein will be superseded by the description of the
collateral pool contained in the prospectus supplement relating to the
securities.
<PAGE>
Marketing Summary
[LOGO] Mortgage Backed Securities
New Issue
Est. Pricing Date: October 26, 2000
Est. Settlement Date: October 30, 2000
Cut-Off Date: October 25, 2000
2A(7) Eligibility Both the Class A1 and Class A2 are
2A(7)-eligible securities
Credit Enhancement: A combination of:
1)Excess monthly cash flow
2)Market Value Overcollateralization
Initial Class A1 & Class approximately 134%
A2 Market Value
Collateralization Level
Certificate Distribution Date: The certificate distribution date in each
month will be the second business day after
the Pooled Securities Distribution Date
occurring in such month, beginning in
November 2000. The "Pooled Securities
Distribution Date", which is the date in
each month on which distributions of
interest and principal are made on most of
the pooled securities, is the 25th day of
each month or, if such day is not a business
day, the next business day.
Certificate Payments: Payments with respect to the certificates
will be made from distributions received on
the pooled securities and proceeds from
liquidation of the trust on the earlier of
an "Early Liquidation Event" or the
"Mandatory Liquidation" date of 11/27/01.
Priority of Distributions: On each certificate distribution date, the
trustee will apply amounts in the
certificate account established under the
Pooling Agreement representing Available
Funds to make the following payments in the
following order of priority, in each case to
the extent of remaining Available Funds:
first, interest accrued on the Class A-1 and
Class A-2 Certificates, during the related
Interest Accrual Period, pro rata,
2
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The information herein has been provided solely by Merrill Lynch, Pierce, Fenner
& Smith Incorporated ("Merrill Lynch"). Neither Merrill Lynch, the Issuer of the
securities nor any of its affiliates make 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 contained herein will be superseded by the description of the
collateral pool contained in the prospectus supplement relating to the
securities.
<PAGE>
Marketing Summary
[LOGO] Mortgage Backed Securities
New Issue
plus any unpaid interest on the Class A-1
and Class A-2 Certificates for any prior
certificate distribution date;
second, principal of the Class A-2
Certificates up to the amount specified for
such certificate distribution date on
Appendix III to the prospectus supplement,
but in any event not in excess of the
Principal Distribution Amount for such
certificate distribution date;
third, principal of the Class A-1
Certificates, up to the Principal
Distribution Amount remaining after the
distribution made in the preceding clause
"second", until the class principal balance
of the Class A-1 Certificates has been
reduced to zero;
fourth, principal of the Class A-2
Certificates, up to the Principal
Distribution Amount remaining after the
distributions made in the preceding clauses
"second" and "third", until the class
principal balance of the Class A-2
Certificates has been reduced to zero; and
fifth, principal of the Class B
Certificates, up to the Principal
Distribution Amount remaining after the
distributions made in the preceding clauses
"second", "third" and "fourth", until the
class principal balance of the Class B
Certificates has been reduced to zero.
Any Available Funds remaining after payment of
the amounts specified in clauses "first"
through "fifth" above will be paid to the owner
of the Class R Certificate.
Mark-to-Market: The trustee will initially calculate the
individual and aggregate market value of the
pooled securities on a weekly basis. The
Trustee will value the pooled securities by
3
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The information herein has been provided solely by Merrill Lynch, Pierce, Fenner
& Smith Incorporated ("Merrill Lynch"). Neither Merrill Lynch, the Issuer of the
securities nor any of its affiliates make 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 contained herein will be superseded by the description of the
collateral pool contained in the prospectus supplement relating to the
securities.
<PAGE>
Marketing Summary
[LOGO] Mortgage Backed Securities
New Issue
obtaining quotes from the Merrill Lynch Pricing
Service or such other pricing service selected
by the Trustee and approved by the Rating
Agencies.
If, from the results of any weekly valuation,
the trustee determines that the market value of
the pooled securities is less than the greater
of (i) 120% of the sum of the class principal
balances of the outstanding Class A-1 and Class
A-2 Certificates and (ii) the sum of the class
principal balances of the Class A-1 and Class
A-2 Certificates and 115% of the class
principal balance of the Class B Certificates,
the trustee shall value the pooled securities
on a daily basis using the same procedures that
the trustee uses to value the pooled securities
on a weekly basis.
Mandatory Liquidation: On November 20, 2001, the trustee will conduct,
or cause to be conducted through an auction
advisor, a market auction to sell all of the
pooled securities (a "Mandatory Liquidation
Event"). The proceeds from such sale will be
applied to the payment, pro rata, of interest
accrued on the Class A-1 and Class A-2
Certificates and to the reduction, first, of
the class principal balance of the Class A-1
and Class A-2 Certificates, pro rata, and
second, of the class principal balance of the
Class B Certificates, in each case, until
reduced to zero. Any excess funds available
after such application will be distributed to
the owner of the Class R Certificate. See
"Description of the Certificates - Mandatory
Liquidation" in the prospectus supplement.
Early Liquidation Events: An "Early Liquidation Event" means any one of
the following events:
(a) the market value of the pooled
securities shall, at any time, be less than
the greater of (i) 115% of the sum of the
class principal balances of the
4
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The information herein has been provided solely by Merrill Lynch, Pierce, Fenner
& Smith Incorporated ("Merrill Lynch"). Neither Merrill Lynch, the Issuer of the
securities nor any of its affiliates make 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 contained herein will be superseded by the description of the
collateral pool contained in the prospectus supplement relating to the
securities.
<PAGE>
Marketing Summary
[LOGO] Mortgage Backed Securities
New Issue
outstanding Class A-1 and Class A-2
Certificates and (ii) the sum of the class
principal balances of the Class A-1 and
Class A-2 Certificates and 108.7% of the
class principal balance of the Class B
Certificates;
(b) LIBOR for any Interest Accrual Period
exceeds 8.91% per annum; and
(c) The trust or the trust fund shall be
required to register under the Investment
Company Act of 1940, as amended.
Upon the occurrence of an Early Liquidation
Event the trustee will sell through a market
auction, or cause to be sold through an auction
advisor, all of the pooled securities in
accordance with specified procedures. The
proceeds from such sale will be applied to the
payment, pro rata, of interest accrued on the
Class A-1 and Class A-2 Certificates and to the
reduction, first, of the class principal
balance of the Class A-1 and Class A-2
Certificates, pro rata, and second, of the
class principal balance of the Class B
Certificates, in each case, until reduced to
zero. Any excess funds available after such
application will be distributed to the owner of
the Class R Certificate. See "Description of
the Certificates - Early Liquidation Event" in
the prospectus supplement.
Liquidation Procedures: Upon liquidation, the trust will sell the trust
assets pursuant to the following procedures:
o the Elective Purchaser will initially have
the right to purchase the pooled securities at
a price equal to 96% of the then current
outstanding face amount thereof;
o if the Elective Purchaser does not so
purchase the pooled securities, the trustee
will, in a market auction or through an auction
advisor, solicit bids from no fewer than three
competitive bidders (one of which
5
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The information herein has been provided solely by Merrill Lynch, Pierce, Fenner
& Smith Incorporated ("Merrill Lynch"). Neither Merrill Lynch, the Issuer of the
securities nor any of its affiliates make 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 contained herein will be superseded by the description of the
collateral pool contained in the prospectus supplement relating to the
securities.
<PAGE>
Marketing Summary
[LOGO] Mortgage Backed Securities
New Issue
may be the depositor) who are dealers in such
type of pooled securities;
o the trustee will have the right, but not the
obligation to accept the highest bid; and
o notwithstanding the foregoing, the owner of
the Class R Certificate will have the right,
but not the obligation, to purchase the pooled
securities at a price equal to 1/32 of one
percent above the highest bid received by the
trustee.
ERISA Considerations: The Class A Certificates will be ERISA
Eligible. However, investors should consult
with their counsel with respect to the
consequences under ERISA and the Internal
Revenue Code of an ERISA Plan's acquisition and
ownership of such Certificates.
SMMEA: Class A1 and Class A2 are SMMEA eligible.
Taxation: REMIC elections.
6
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The information herein has been provided solely by Merrill Lynch, Pierce, Fenner
& Smith Incorporated ("Merrill Lynch"). Neither Merrill Lynch, the Issuer of the
securities nor any of its affiliates make 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 contained herein will be superseded by the description of the
collateral pool contained in the prospectus supplement relating to the
securities.
<PAGE>
Marketing Summary
[LOGO] Mortgage Backed Securities
New Issue
Prospective investors should review the "Risk Factors" in the Prospectus
Supplement and in the accompanying Prospectus before purchasing the
certificates:
Prospectus Supplement
---------------------
- Reselling certificates may be difficult.
- The ratings of the offered certificates reflect the likelihood that each
class of offered certificates will receive timely distributions of all
interest and ultimate distribution of all principal by the Final Scheduled
Certificate Distribution Date.
- Uncertainty of payments on the underlying mortgage loans and the pooled
securities may affect the yield on your certificates.
- A decrease in the market value of the pooled securities may cause an early
termination of the trust, resulting in an adverse effect on the weighted
average life of your certificates or on the yield on your certificates.
- Delays in payments on the pooled securities may cause delays in payments to
you.
- Concentrations of underlying trustees and servicers may affect the timing
of payments on your certificates.
- Any transfers of servicing may result in higher delinquencies on the
underlying mortgage loans.
- Distributions on the pooled securities (including proceeds of liquidation)
are the sole source of payments on the certificates.
- Interest rate mismatches between the pooled securities and the regular
certificates may reduce amounts available to pay you.
Prospectus
----------
- Limited Liquidity
- Limited Assets and Risk That Such Assets Will Not be Sufficient To Pay
Securities in Full
- Risk That Prepayments Will Adversely Affect Average Life and Yields of
Securities
- Mortgage Loans and Mortgaged Properties in General-Risk That Defaults by
Obligors or Declines in the Value of Mortgaged Properties Will Result in
Losses to Investors
- Junior Mortgage Loans-Risk That There Will Be Reduced or No Proceeds
Available to Holders of Junior Lien Mortgage Loans
- Credit Support Limitations-Risk That Credit Support Will Not Cover All
Losses
7
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The information herein has been provided solely by Merrill Lynch, Pierce, Fenner
& Smith Incorporated ("Merrill Lynch"). Neither Merrill Lynch, the Issuer of the
securities nor any of its affiliates make 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 contained herein will be superseded by the description of the
collateral pool contained in the prospectus supplement relating to the
securities.
<PAGE>
Marketing Summary
[LOGO] Mortgage Backed Securities
New Issue
- Subordination of the Subordinate Certificates; Effect of Losses on the
Subordinate Securities
- Balloon Payments-Risk That Obligor Will Not Be Able to Make Balloon Payment
- Optional Termination of a Trust Fund-Possibility, If Prospectus Supplement
So Provides, that Amount Received May Be Less Than Outstanding Principal
Amount Plus Accrued Interest
- Certain Federal Tax Considerations Regarding REMIC Residual Certificates
- Limited Nature of Ratings
- Book-Entry Registration
FOR ADDITIONAL INFORMATION PLEASE CALL:
Asset Backed Securities Group
-----------------------------
Brodie Johnson (212) 449-4797
John Tartaglia (212) 449-5320
John Winchester (212) 449-5182
Ted Bouloukos (212) 449-5029
Trading/Syndicate
-----------------
Scott Soltas (212) 449-3659
Andy Beal (212) 449-4979
Dan Lonski (212) 449-4979
Terrence Mack (212) 449-3659
Brian Kane (212) 449-3659
ABS Trading
-----------
Vince Mora (212) 449-5320
The information herein has been provided solely by Merrill Lynch, Pierce, Fenner
& Smith Incorporated ("Merrill Lynch"). Neither Merrill Lynch, the Issuer of the
securities nor any of its affiliates make 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 contained herein will be superseded by the description of the
collateral pool contained in the prospectus supplement relating to the
securities.
Merrill Lynch Mortgage Investors, Inc.
8
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The information herein has been provided solely by Merrill Lynch, Pierce, Fenner
& Smith Incorporated ("Merrill Lynch"). Neither Merrill Lynch, the Issuer of the
securities nor any of its affiliates make 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 contained herein will be superseded by the description of the
collateral pool contained in the prospectus supplement relating to the
securities.
<PAGE>
Marketing Summary
[LOGO] Mortgage Backed Securities
New Issue
Resecuritization Pass-Through Certificates
$3,067,090,000* WM-2
Principal Balance $4,304,697,716 (Estimated 10/00)
# Of Securities 51
Net WAC 6.54 %
Gross WAC 7.23 %
WAL@ 150 PSA 5.9 years
<TABLE>
<CAPTION>
CUSIP Factor Bond Factor Holding Holding Coupon
Date Orig Curr
Face(m) Face(m)
<S> <C> <C> <C> <C> <C> <C> <C>
1 79548KK31 SBMSI 1999-1 A5 09/26/00 0.84062736 146,500 123,152 6.50
2 76110YFM9 RFMSI 1999-S9 A1 09/25/00 0.93700771 198,895 186,366 6.75
3 76110YDQ2 RFMSI 1999-S7 A7 09/25/00 0.89496329 150,000 134,244 6.50
4 76110YAZ5 RFMSI 1999-S3 A1 09/25/00 0.85801401 200,000 171,603 6.50
5 7609724V8 RFMSI 1998 S30 A1 09/25/00 0.81223512 120,000 97,468 6.50
6 7609722V0 RFMSI 1998-S26 A5 09/25/00 0.82504310 176,500 145,620 6.25
7 760972V71 RFMSI 1998 S24 A1 09/25/00 0.71040551 100,000 71,041 6.50
8 760972ZM4 RFMSI 1998-S17 A2 09/25/00 0.66107424 100,000 66,107 6.75
9 69348LW39 PNCMS 1998-9 A1 09/25/00 0.70473861 95,449 67,267 6.75
10 69348LA41 PNCMS 1998-5 2A15 09/25/00 0.61595611 49,667 30,593 6.75
11 69348L2B4 PNCMS 1998 11 1A7 09/25/00 0.80028440 99,331 79,493 6.50
12 69348LZ51 PNCMS 1998-11 1A1 09/25/00 0.80028366 49,666 39,747 6.75
13 69348L3Y3 PNCMS 1998-10 1A8 09/25/00 0.78630988 100,000 78,631 6.50
14 69348L3Q0 PNCMS 1998-10 1A1 09/25/00 0.78559679 97,819 76,846 6.75
15 66937RQH5 NSCOR 1999-9 A2 09/25/00 0.85248303 49,656 42,331 6.50
16 66937RJS9 NSCOR 1999-2 A1 09/25/00 0.83182304 200,000 166,365 6.50
17 66937REJ4 NASCOR 1998-29 A5 09/25/00 0.79180712 150,000 118,771 6.25
18 66937N6G8 NASCOR 1998-24 CA 09/25/00 0.73354300 100,100 73,428 6.75
19 66937RAD1 NSCOR 1998-23 A4 09/25/00 0.72923873 97,000 70,736 6.75
20 66937N4H8 NSCOR 1998 20 A10 09/25/00 0.66970844 35,133 23,529 6.75
21 63857RCR1 NMFC 1998-4 A1 09/25/00 0.85670975 204,000 174,769 6.25
22 63857RBT8 NMFC 98-3 A1 09/25/00 0.79790747 100,000 79,791 6.50
23 63857RBC5 NATIONS BANK 1998-2 AC 09/25/00 0.79526504 100,000 79,527 6.75
24 36157RH24 GECMS 1999-5 A1 09/25/00 0.86158361 160,437 138,230 6.50
25 36157RG25 GECMS 1999-3 A15 09/25/00 0.86142948 10,000 8,614 6.50
26 36157RVQ5 GECMS 98-21 A1 09/25/00 0.80881973 201,182 162,720 6.25
27 36157RUP8 GECMS 98-20 A1 09/25/00 0.71167377 200,000 142,335 6.50
28 36157RDD4 GECMS 1998-2 A12 09/25/00 0.41514810 50,000 20,757 7.00
29 36157RCS2 GECMS 1998-2 A1 09/25/00 0.29945881 20,000 5,989 7.00
</TABLE>
9
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The information herein has been provided solely by Merrill Lynch, Pierce, Fenner
& Smith Incorporated ("Merrill Lynch"). Neither Merrill Lynch, the Issuer of the
securities nor any of its affiliates make 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 contained herein will be superseded by the description of the
collateral pool contained in the prospectus supplement relating to the
securities.
<PAGE>
Marketing Summary
[LOGO] Mortgage Backed Securities
New Issue
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
30 36157RTX3 GECMS 1998 19 A1 09/25/00 0.74289468 127,825 94,961 6.50
31 36157RTF2 GECMS 1998 17 A6 09/25/00 0.74877082 10,000 7,488 6.75
32 36157RTA3 GECMS 1998 17 A1 09/25/00 0.78475184 50,323 39,491 6.75
33 36157RRP2 GECMS 1998-15 A1 09/25/00 0.69500441 100,504 69,851 6.75
34 1266917F5 CWHL 1999-5 A1 09/25/00 0.73915023 160,739 118,810 6.75
35 12669A3Z5 CWHL 1999-1 A1 09/25/00 0.86374766 100,000 86,375 6.50
36 12669AR30 CWHL 1998 19 A2 09/25/00 0.76326279 200,531 153,058 6.50
37 12669AJ47 CWHL 1998-18 2A1 09/25/00 0.72703406 100,207 72,854 6.75
38 12669AJ21 CWHL 1998-18 1A12 09/25/00 0.71022023 100,000 71,022 6.50
39 16162TGL4 CHASE 1999-S4 A1 09/25/00 0.88541105 100,000 88,541 6.50
40 16162TDR4 CHASE 1999-S1 A6 09/25/00 0.84246852 89,193 75,142 6.50
41 16162TBN5 CHASE 1998-S7 A1 09/25/00 0.79797681 199,844 159,471 6.25
42 16162TAS5 CHASE 1998-S6 A3 09/25/00 0.77256716 100,000 77,257 6.75
43 16162RAG5 CHASE 1998-S4 A7 09/25/00 0.69109885 50,000 34,555 6.95
44 125715JE3 CAPSTEAD CMC3 1998-2 AD 09/25/00 0.72271914 59,571 43,053 6.75
45 172953JX0 CMSI 1999-1 A1 09/25/00 0.85466785 114,554 97,905 6.50
46 172953HF1 CITI 1998-9 A1 09/25/00 0.73417068 100,205 73,567 6.50
47 172953GR6 CMSI 1998-8 A1 09/25/00 0.72297975 100,000 72,298 6.75
48 172953FT3 CMSI 1998-7 A7 09/25/00 0.65851846 40,000 26,341 7.00
49 172953FY2 CMSI 1998-7 A12 09/25/00 0.65498949 50,000 32,749 6.75
50 060506CU4 BOAMS 1999-4 A2 09/25/00 0.90036580 108,976 98,118 6.50
51 055240JU0 BAMS 1998-5 A5 09/25/00 0.76528803 99,814 76,386 6.75
5,523,621 4,345,363
</TABLE>
10
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The information herein has been provided solely by Merrill Lynch, Pierce, Fenner
& Smith Incorporated ("Merrill Lynch"). Neither Merrill Lynch, the Issuer of the
securities nor any of its affiliates make 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 contained herein will be superseded by the description of the
collateral pool contained in the prospectus supplement relating to the
securities.
