Filed Pursuant to Rule 433
File No.: 333-130174-01
April 26, 2007
UPDATE to the Structural and Collateral Information Free Writing Prospectus
dated April 11, 2007 (the "Term Sheet FWP") and the Free Writing Prospectus
dated April 13, 2007 (the "April 13 FWP")
GE Commercial Mortgage Corporation Commercial Mortgage Pass-Through Certificates
Series 2007-C1 - $3.95B** NEW ISSUE CMBS - Structural and Collateral Update
Structure Update
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Class A-M and Class A-J. The Class A-MFX and Class A-JFX classes have been
renamed Class A-M and Class A-J, respectively. Annex A to this Update contains
updated information regarding these classes.
The asset-backed securities referred to in these materials, and the asset pools
backing them, are subject to modification or revision (including the possibility
that one or more classes of securities may be split, combined or eliminated at
any time prior to issuance or availability of a final prospectus) and are
offered on a "when, as and if issued" basis. You understand that, when you are
considering the purchase of these securities, a contract of sale will come into
being no sooner than the date on which the relevant class has been priced and we
have confirmed the allocation of securities to be made to you; any "indications
of interest" expressed by you, and any "soft circles" generated by us, will not
create binding contractual obligations for you or us.
Because the asset-backed securities are being offered on a "when, as and if
issued" basis, any such contract will terminate, by its terms, without any
further obligation or liability between us, if the securities themselves, or the
particular class to which the contract relates, are not issued. Because the
asset-backed securities are subject to modification or revision, any such
contract also is conditioned upon the understanding that no material change will
occur with respect to the relevant class of securities prior to the closing
date. If a material change does occur with respect to such class, our contract
will terminate, by its terms, without any further obligation or liability
between us (the "Automatic Termination"). If an Automatic Termination occurs, we
will provide you with revised offering materials reflecting the material change
and give you an opportunity to purchase such class. To indicate your interest in
purchasing the class, you must communicate to us your desire to do so within
such timeframe as may be designated in connection with your receipt of the
revised offering materials.
The information contained in these materials may be based on assumptions
regarding market conditions and other matters as reflected herein. Banc of
America Securities LLC and the other underwriters make no representation
regarding the reasonableness of such assumptions or the likelihood that any such
assumptions will coincide with actual market conditions or events, and these
materials should not be relied upon for such purposes. The underwriters and
their respective affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of these materials,
may, from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information in these materials is current as of the date appearing on the
material only. This free writing prospectus is not required to contain all
information that is required to be included in the base prospectus and the
prospectus supplement. The information in this free writing prospectus is
preliminary and subject to change. Information in these materials regarding any
securities discussed herein supersedes all prior information regarding such
securities. These materials are not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal.
The issuer has filed a registration statement (including a prospectus) with the
SEC 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 to you the prospectus
if you request it by calling toll-free 1-800-294-1322 or you e-mail a request to
dg.prospectus_distribution@bofasecurities.com. The securities may not be
suitable for all investors. Banc of America Securities LLC and the other
underwriters and their respective 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.
IRS CIRCULAR 230 NOTICE: THIS FREE WRITING PROSPECTUS IS NOT INTENDED OR WRITTEN
TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF AVOIDING U.S. FEDERAL, STATE
OR LOCAL TAX PENALTIES. THIS FREE WRITING PROSPECTUS IS WRITTEN AND PROVIDED BY
THE UNDERWRITERS IN CONNECTION WITH THE PROMOTION OR MARKETING OF THE
TRANSACTIONS OR MATTERS ADDRESSED HEREIN. INVESTORS SHOULD SEEK ADVICE BASED ON
THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO
THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES
WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA
BLOOMBERG OR ANOTHER EMAIL SYSTEM.
ANNEX A
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Approximate
Initial
Pass-
Certificate Approximate Through Weighted
Balance or Percentage Approximate Rate as Average Assumed Final Principal Principal
S&P Moody's Notional of Pool Credit of Delivery Life Distribution Start End
Class Ratings(1) Amount(2) Balance Support Rate Type Date (years) (3) Date (3) Window (3) Window (3)
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Offered Certificates
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A-1 (4) AAA Aaa 68,000,000 1.720% 30.000% Fixed (5) %(5) 2.76 January 10, 2012 1 56
A-2 (4) AAA Aaa 479,000,000 12.116% 30.000% Fixed (5) %(5) 4.77 April 10, 2012 56 59
A-3 (4) AAA Aaa 185,000,000 4.679% 30.000% Fixed (5) %(5) 6.68 March 10, 2014 80 82
A-AB (4) AAA Aaa 54,898,000 1.389% 30.000% Fixed (5) %(5) 6.90 February 10, 2016 59 105
A-4 (4) AAA Aaa 928,800,000 23.493% 30.000% Fixed (5) %(5) 9.65 February 10, 2017 105 117
A-1A (4) AAA Aaa 1,051,727,000 26.603% 30.000% Fixed (5) %(5) 7.12 February 10, 2017 1 117
X-P AAA Aaa 3,861,731,000 NA NA Variable Rate (7) %(7) NA NA NA NA
A-M AAA Aaa 354,346,000 8.963% 20.000% Fixed (5) %(5) 9.84 April 10, 2017 117 119
A-J AAA Aaa 239,453,000 6.057% 12.375% Fixed (5) %(5) 9.92 April 10, 2017 119 119
B AA+ Aa1 39,534,000 1.000% 11.375% Fixed (5) %(5) 9.92 April 10, 2017 119 119
C AA Aa2 44,477,000 1.125% 10.250% Fixed (5) %(5) 9.92 April 10, 2017 119 119
D AA- Aa3 39,534,000 1.000% 9.250% Fixed (5) %(5) 9.92 April 10, 2017 119 119
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Private Certificates - Not Offered Hereby(6)
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X-C AAA Aaa 3,953,465,462 (8) NA N/A Variable Rate (8) %(8) N/A N/A N/A
A-MFL AAA Aaa 41,000,000 (9) 1.037% 30.000% Floating(10) %(9) 9.84 April 10, 2017 117 119
A-JFL AAA Aaa 62,000,000 (9) 1.568% 30.000% Floating(10) %(9) 9.92 April 10, 2017 119 119
E A+ A1 29,651,000 0.750% 8.500% Fixed (5) %(5) 9.92 April 10, 2017 119 119
F A A2 24,710,000 0.625% 7.875% Fixed (5) %(5) 9.92 April 10, 2017 119 119
G A- A3 49,418,000 1.250% 6.625% Fixed (5) %(5) 9.92 April 10, 2017 119 119
H BBB+ Baa1 44,476,000 1.125% 5.500% Fixed (5) %(5) 9.92 April 10, 2017 119 119
J BBB Baa2 39,535,000 1.000% 4.500% Fixed (5) %(5) 9.92 April 10, 2017 119 119
K BBB- Baa3 54,360,000 1.375% 3.125% Fixed (5) %(5) 10.00 May 10, 2017 119 120
L BB+ Ba1 9,884,000 0.250% 2.875% Fixed (5) %(5) 10.01 May 10, 2017 120 120
M BB Ba2 14,825,000 0.375% 2.500% Fixed (5) %(5) 12.32 December 10, 2019 120 151
N BB- Ba3 9,884,000 0.250% 2.250% Fixed (5) %(5) 12.59 December 10, 2019 151 151
O B+ B1 9,884,000 0.250% 2.000% Fixed (5) %(5) 12.59 December 10, 2019 151 151
P B B2 9,883,000 0.250% 1.750% Fixed (5) %(5) 12.59 December 10, 2019 151 151
Q B- B3 14,826,000 0.375% 1.375% Fixed (5) %(5) 12.59 December 10, 2019 151 151
T NR NR 54,360,462 1.375% 0.000% Fixed (5) %(5) 12.59 December 10, 2019 151 151
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(1) Ratings shown are those of Standard and Poor's Ratings Services, a division
of The McGraw Hill Companies and Moody's Investors Service, Inc., respectively.
Ratings shown for the Class A-MFL and Class A-JFL Certificates only reflect the
receipt of a fixed per annum rate of interest at a rate equal to [__]%.
(2) As of the delivery date. Subject to a variance of plus or minus 5%.
(3) Based on the maturity assumptions (as defined under "Yield and Maturity
Considerations" in the prospectus supplement). As of the delivery date,
calculations for the certificates assume no prepayments will be made on the
mortgage loans prior to their related maturity dates (or, in the case of the
mortgage loan with an anticipated repayment date, the related anticipated
repayment date).
(4) For purposes of making distributions to the Class A-1, Class A-2, Class A-3,
Class A-AB, Class A-4 and Class A-1A Certificates, the pool of mortgage loans
will be deemed to consist of two distinct loan groups, loan group 1 and loan
group 2. Loan group 1 will consist of 138 mortgage loans, representing
approximately 73.80% of the initial pool balance. Loan group 2 will consist of
60 mortgage loans, representing approximately 26.20% of the initial pool
balance. Loan group 2 will include approximately 79.73% of the initial pool
balance of all the mortgage loans secured by multifamily properties and
approximately 97.01% of the initial principal balance of all the mortgage loans
secured by manufactured housing communities.
So long as funds are sufficient on any distribution date to make distributions
of all interest on such distribution date to the Class A-1, Class A-2, Class
A-3, Class A-AB, Class A-4, Class A-1A, Class X-P and Class X-C Certificates,
interest distributions on the Class A-1, Class A-2, Class A-3, Class A-AB and
Class A-4 Certificates will be based upon amounts available relating to mortgage
loans in loan group 1 and interest distributions on the Class A-1A Certificates
will be based upon amounts available relating to mortgage loans in loan group 2.
In addition, generally, the Class A-1, Class A-2, Class A-3, Class A-AB and
Class A-4 Certificates will be entitled to receive distributions of principal
collected or advanced only in respect of mortgage loans in loan group 1 until
the certificate balance of the Class A-1A Certificates has been reduced to zero,
and the Class A-1A Certificates will be entitled to receive distributions of
principal collected or advanced only in respect of mortgage loans in loan group
2 until the certificate balances of the Class A-1, Class A-2, Class A-3, Class
A-AB and Class A-4 Certificates and the principal balance have been reduced to
zero. However, on and after any distribution date on which the certificate
balances of the Class A-M and Class A-MFL through Class T Certificates have been
reduced to zero, distributions of principal collected or advanced in respect of
the pool of mortgage loans will be distributed to the Class A-1, Class A-2,
Class A-3, Class A-AB, Class A-4 and Class A-1A Certificates pro rata without
regard to loan groups.
(5) The Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A1-A,
Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G,
Class H, Class J, Class K, Class L, Class M Class N, Class O, Class P, Class Q
and Class T Certificates will each accrue interest as either (i) a fixed rate,
(ii) a fixed rate subject to a cap at the weighted average net mortgage rate,
(iii) the weighted average net mortgage rate or (iv) the weighted average net
mortgage rate less a specified percentage.
(6) Not offered by the prospectus supplement. Any information we provide herein
regarding the terms of these certificates is provided only to enhance your
understanding of the offered certificates.
(7) The Class X-P Certificates will not have a certificate balance and their
holders will not receive distributions of principal, but such holders are
entitled to receive payments of the aggregate interest accrued on the notional
amount of the Class X-P Certificates, as described in the prospectus supplement.
The interest rate applicable to the Class X-P Certificates for each distribution
date will be as described in the prospectus supplement. See "Description of the
Certificates--Pass-Through Rates" in the prospectus supplement.
(8) The Class X-C Certificates are not offered by the prospectus supplement. Any
information we provide herein regarding the terms of these certificates is
provided only to enhance your understanding of the offered certificates. The
Class X-C Certificates will not have a certificate balance and their holders
will not receive distributions of principal, but such holders are entitled to
receive payments of the aggregate interest accrued on the notional amount of the
Class X-C Certificates, as described in the prospectus supplement. The interest
rate applicable to the Class X-C Certificates for each distribution date will be
as decribed in the prospectus supplement. See "Description of the
Certificates--Pass-Through Rates" in the prospectus supplement.
(9) The certificate balance of the Class A-MFL Certificates will be equal to the
certificate balance of the Class A-MFL Regular Interest. The certificate balance
of the Class A-JFL Certificates will be equal to the certificate balance of the
Class A-JFL Regular Interest.
(10) The pass-through rate applicable to the Class A-MFL and Class A-JFL
Certificates on each distribution date will be a per annum rate equal to LIBOR
plus [___]% or [__]%, respectively. In addition, under certain circumstances
described in this prospectus supplement, the pass-through rate applicable to the
Class A-MFL or Class A-JFL Certificates may convert to a fixed rate equal to
[__]% or [__]% per annum, respectively. The initial LIBOR rate will be
determined on May [__], 2007, and subsequent LIBOR rates will be determined two
LIBOR business days before the start of the related interest accrual period.