| | FREE WRITING PROSPECTUS |
| | FILED PURSUANT TO RULE 433 |
| | REGISTRATION FILE NO.: 333-201743-02 |
Sent: Monday, September 28, 2015 10:16 AM
Subject: CMBS NEW ISSUE: $1,080.642MM MSBAM 2015-C25 * *ANNOUNCEMENT**
NEW ISSUE CMBS: $1,080.642MM
MORGAN STANLEY BofA MERRILL LYNCH SERIES 2015-C25
CO-LEAD MANAGERS & BOOKRUNNERS: BofA MERRILL LYNCH & MORGAN STANLEY
CO-MANAGER: CIBC & DREXEL HAMILTON
PUBLICLY OFFERED CERTIFICATES
| CLASS | MDY'S/Fitch/KBRA | | SIZE($MM) | | | WAL(YRS) | | | PRIN CE% | | WINDOW | | | NOI DY% | | LTV% |
| | | | | | | | | | | | | | | | | |
| A-1 | Aaa(sf)/AAAsf/AAA(sf) | | $34.000 | | | | 2.88 | | | | 30.000% | | | 1-57 | | | | 13.5% | | | 46.3% |
| A-2 | Aaa(sf)/AAAsf/AAA(sf) | | $28.700 | | | | 4.85 | | | | 30.000% | | | 57-59 | | | | 13.5% | | | 46.3% |
| A-SB | Aaa(sf)/AAAsf/AAA(sf) | | $93.700 | | | | 7.31 | | | | 30.000% | | | 59-116 | | | | 13.5% | | | 46.3% |
| A-3 | Aaa(sf)/AAAsf/AAA(sf) | | $115.000 | | | | 8.25 | | | | 30.000% | | | 99-99 | | | | 13.5% | | | 46.3% |
| A-4 | Aaa(sf)/AAAsf/AAA(sf) | | $230.000 | | | | 9.77 | | | | 30.000% | | | 116-118 | | | | 13.5% | | | 46.3% |
| A-5 | Aaa(sf)/AAAsf/AAA(sf) | | $324.193 | | | | 9.83 | | | | 30.000% | | | 118-118 | | | | 13.5% | | | 46.3% |
| A-S | Aa2(sf)/AAAsf/AAA(sf) | | $45.702 | | | | 9.84 | | | | 26.125% | | | 118-119 | | | | 12.8% | | | 48.9% |
| B | NR/AA-sf/AA-(sf) | | $89.931 | | | | 9.92 | | | | 18.500% | | | 119-119 | | | | 11.6% | | | 54.0% |
| C | NR/A-sf/A-(sf) | | $56.022 | | | | 9.92 | | | | 13.750% | | | 119-119 | | | | 11.0% | | | 57.1% |
| D | NR/BBB-sf/BBB-(sf) | | $63.394 | | | | 9.92 | | | | 8.375% | | | 119-119 | | | | 10.3% | | | 60.7% |
| POOL BALANCE: | | $1,179.418MM | |
| NUMBER OF LOANS/PROPERTIES: | | 56/102 | |
| WA MORTGAGE INT. RATE: | | 4.549% | |
| WA CUT-OFF LTV: | | 66.2% | |
| WA UW NCF DSCR: | | 1.52x | |
| WA UW NOI DEBT YLD: | | 9.5% | |
| WA ORIG TERM TO MATURITY: | | 118 | |
| WA ORIG AMORTIZING TERM: | | 359 | |
| TEN LARGEST LOANS: | | 53.5% | |
| LOAN SELLERS: | | MS(40.8%), BAML(39.0%), CIBC(10.8%), SWOOD(9.3%) |
| TOP 5 STATES: | | NY(19.5%),CA(11.5%),PA(8.1%),NV(7.7%),LA(7.1%) |
| TOP 5 PROPERTY TYPES: | | OFF(22.5%),RT(21.8%),MF(19.7%),MU(13.8%),HT(13.6%) |
| | | | | |
| MASTER SERVICER: | | Wells Fargo Bank, National Association |
| SPECIAL SERVICER: | | Midland Loan Services, a Division of PNC Bank, National Association |
| TRUSTEE: | | US Bank National Association |
| CERT ADMIN: | | US Bank National Association |
| TRUST ADVISOR: | | Pentalpha Surveillance LLC |
| INITIAL CONTROLLING CLASS REP: | | Eightfold Real Estate Capital Fund IV, L.P. or an affiliate thereof |
| | | | | |
| HARTFORD BFAST: | | TUES, SEPT 29, 8:00am EDT (Max’s Downtown) |
| BOSTON MEETING: | | TUES, SEPT 29, 11:30am EDT (Bank of America) |
| MINNEAPOLIS BFAST: | | WED, SEPT 30, 7:30am CT (The Grand Hotel) |
| INVESTOR GROUP CALL: | | WED, SEPT 30, 10:30am EDT (855-312-6130/Passcode:92856266) |
| | | | | |
| EXPECTED PRICING: | | WEEK OF 10/5 |
| EXPECTED SETTLEMENT: | | ON OR ABOUT 10/15 |
| | | | | |
| ATTACHED: | | TERM SHEET, APPENDIX I |
The issuer has filed a registration statement (including a prospectus) with the SEC registration statement file no. 333-201743 for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-294-1322. The securities may not be suitable for all investors. Merrill, Lynch, Pierce, Fenner & Smith Incorporated and its affiliates may acquire, hold or sell positions in these securities, or in related derivatives, and may have an investment or commercial banking relationship with the issuer.
CIRCULAR 230 DISCLOSURE
TO ENSURE COMPLIANCE WITH REQUIREMENTS IMPOSED BY THE INTERNAL REVENUE SERVICE, WE INFORM YOU THAT (A) ANY UNITED STATES FEDERAL TAX ADVICE CONTAINED HEREIN (INCLUDING ANY ATTACHMENTS OR ENCLOSURES) WAS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF AVOIDING UNITED STATES FEDERAL TAX PENALTIES, (B) ANY SUCH ADVICE WAS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN AND (C) ANY TAXPAYER TO WHOM THE TRANSACTIONS OR MATTERS ARE BEING PROMOTED, MARKETED OR RECOMMENDED SHOULD SEEK ADVICE BASED ON ITS PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.
