Filed Pursuant to Rule 433
File No.: 333-131262-10
This material is for your private information, and none of Wachovia Capital
Markets, LLC and Barclays Capital Inc. (the "Underwriters") are soliciting any
action based upon it. This material is 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 depositor has filed a
registration statement (including a prospectus) with the Securities and Exchange
Commission ("SEC") for the offering to which this communication relates. Before
you invest, you should read the prospectus in the registration statement and
other documents the depositor has filed with the SEC (SEC File No. 333-131262)
for more complete information about the depositor, the issuing trust and this
offering. You may get these documents for free by visiting EDGAR on the SEC Web
site at www.sec.gov. Alternatively, the depositor, any Underwriters or any
dealer participating in the offering will arrange to send you the prospectus
after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm
EST). The certificates 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 certificates 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 offered certificates, 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 certificates 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. As a
result of the foregoing, you may commit to purchase offered certificates that
have characteristics that may change, and you are advised that all or a portion
of the offered certificates may not be issued that have the characteristics
described in these materials. Our obligation to sell offered certificates to you
is conditioned on the offered certificates that are actually issued having the
characteristics described in these materials. If we determine that condition is
not satisfied in any material respect, we will notify you, and neither the
depositor nor any Underwriter will have any obligation to you to deliver any
portion of the certificates which you have committed to purchase, and there will
be no liability between us as a consequence of the non-delivery. You have
requested that the Underwriter provide to you information in connection with
your consideration of the purchase of certain certificates described in this
information. This information is being provided to you for informative purposes
only in response to your specific request. The Underwriters described in this
information may from time to time perform investment banking services for, or
solicit investment banking business from, any company named in this information.
The Underwriters and/or their employees may from time to time have a long or
short position in any contract or certificate discussed in this information. The
information contained herein supersedes any previous such information delivered
to you and may be superseded by information delivered to you prior to the time
of sale. Notwithstanding anything herein to the contrary, you (and each of your
employees, representatives or other agents) may disclose to any and all persons,
without limitation of any kind, the United States federal, state and local
income "tax treatment" and "tax structure" (in each case, within the meaning of
Treasury Regulation Section 1.6011-4) and all materials of any kind (including
opinions or other tax analyses) of the transaction contemplated hereby that are
provided to you (or your representatives) relating to such tax treatment and tax
structure, other than the name of the issuer or information that would permit
identification of the issuer, and except that with respect to any document or
similar item that in either case contains information concerning the tax
treatment or tax structure of the transaction as well as other information, this
sentence shall only apply to such portions of the document or similar item that
relate to the United States federal, state and local income tax treatment or tax
structure of the transaction.
August 9, 2007
Wachovia Commercial Mortgage Securities, Inc. (the "Depositor") has filed a
registration statement (including a prospectus) (SEC File no. 333-131262) with
the SEC for the new offering to which this free writing prospectus relates.
Before you invest, you should read the prospectus in that registration statement
and other documents the Depositor has filed with the SEC for more complete
information about the Depositor, the issuing entity and this offering. You may
get these documents for free by visiting EDGAR on the SEC Web site at
www.sec.gov. Alternatively, the Depositor, any underwriter, or any dealer
participating in the offering will arrange to send you the prospectus if you
request it by calling 1-800-745-2063.
UPDATE to the Free Writing Prospectus dated July 31, 2007 (the "July 31 FWP")
Wachovia Bank Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2007-C33 (the "Issuer")
Wachovia Capital Markets, LLC and Barclays Capital Inc. are acting as co-lead
managers for this offering.
Collateral Updates:
1. The following characteristics of the Mortgage Pool included in the July 31
FWP are being updated:
a. The Weighted Average LTV Ratio for All Mortgage Loans is now 71.2%.
b. The Weighted Average LTV at maturity or Anticipated Repayment Date
for All Mortgage Loans is now 69.3%.
c. The Weighted Average LTV Ratio for Loan Group 2 is now 73.1%.
d. The Weighted Average LTV at maturity or Anticipated Repayment Date
for Loan Group 2 is now 71.6%.
e. The Geographic Overview of Mortgaged Properties will change due to
the updated Appraised Value of the Mortgage Loan identified as Three
Borough Pool Loan (loan number 7), representing 3.7% of the Cut-Off
Date Pool Balance (23.6% of the Cut-Off Date Group 2 Balance).
2. With respect to the Mortgage Loan identified as the Sawgrass Mills Loan (loan
number 3), representing 7.4% of the Cut-Off Date Pool Balance (8.7% of the
Cut-Off Date Group 1 Balance) included in the July 31 FWP, the identity of the
master servicer, primary servicer and trustee with respect to such loan are as
follows:
a. The master servicer under the J.P. Morgan Chase Commercial Mortgage
Securities Trust 2007-LDP12, Commercial Mortgage Pass-Through
Certificates, Series 2007-LDP 12 pooling and servicing agreement is
Wells Fargo Bank, N.A.
b. The primary servicer for the Sawgrass Mills Loan is Midland Loan
Services, L.P.
c. The trustee under the J.P. Morgan Chase Commercial Mortgage
Securities Trust 2007-LDP12, Commercial Mortgage Pass-Through
Certificates, Series 2007-LDP 12 pooling and servicing agreement is
LaSalle Bank National Association.
3. With respect to the Mortgage Loan identified as the Ashford Hospitality Pool
6 Loan (loan number 4), representing 7.2% of the Cut-Off Date Pool Balance (8.6%
of the Cut-Off Date Group 1 Balance) included in the July 31 FWP, the June 15th
trailing 12 month Occupancy Rate is being updated from 69.4% to 73.0%.
4. With respect to the Mortgage Loan identified as the Marriott - Seattle, WA
Loan (loan number 4.01), representing 3.8% of the Cut-Off Date Pool Balance
(4.5% of the Cut-Off Date Group 1 Balance) included in the July 31 FWP, the June
15th trailing 12 month Occupancy Rate is being updated from 68.1% to 72.2%.
5. With respect to the Mortgage Loan identified as the Marriott - Plano, TX Loan
(loan number 4.02), representing 2.2% of the Cut-Off Date Pool Balance (2.6% of
the Cut-Off Date Group 1 Balance) included in the July 31 FWP, the June 15th
trailing 12 month Occupancy Rate is being updated from 73.2% to 74.3%.
6. With respect to the Mortgage Loan identified as the Renaissance - Tampa, FL
Loan (loan number 4.03), representing 1.3% of the Cut-Off Date Pool Balance
(1.5% of the Cut-Off Date Group 1 Balance) included in the July 31 FWP, the June
15th trailing 12 month Occupancy Rate is being updated from 65.7% to 72.1%.
7. With respect to the Mortgage Loan identified as the Potomac Mills Loan (loan
number 6), representing 4.6% of the Cut-Off Date Pool Balance (5.4% of the
Cut-Off Date Group 1 Balance) included in the July 31 FWP, the Second Largest
Tenant Expiration Date is being updated from 3/31/2008 to 3/31/2013, and the
Tenant Lease Expiration (Off 5th Saks Fifth Avenue) is being updated from
10/31/2007 to 10/31/2012.
8. With respect to the Mortgage Loan identified as the Three Borough Pool Loan
(loan number 7), representing 3.7% of the Cut-Off Date Pool Balance (23.6% of
the Cut-Off Date Group 2 Balance) included in the July 31 FWP, the Appraised
Value is being updated from $151,400,000 to $158,400,000, the Original LTV is
being updated from 79.0% to 75.5%, the Cut-Off LTV is being updated from 79.0%
to 75.5% and the Balloon LTV is being updated from 79.0% to 75.5%. For the
Appraised Value for the individual Mortgaged Properties that are included in the
Three Borough Pool Loan, see Attachment A to this update.
9. With respect to the Mortgage Loan identified as the Carnegie X Loan (loan
number 43), representing 0.4% of the Cut-Off Date Pool Balance (0.5% of the
Cut-Off Date Group 1 Balance) included in the July 31 FWP, the Loan Purpose is
being updated from "Acquisition" to "Refinance".
10. With respect to the Mortgage Loan identified as the Etco Plaza Loan (loan
number 61), representing 0.3% of the Cut-Off Date Pool Balance (0.4% of the
Cut-Off Date Group 1 Balance) included in the July 31 FWP, the Monthly Insurance
Escrow is being updated from $1,503 to $1,419, and the Monthly Tax Escrow is
being updated from $11,450 to $10,154.
11. With respect to the Mortgage Loan identified as The 880 & 990 Office
Building Loan (loan number 63), representing 0.3% of the Cut-Off Date Pool
Balance (0.4% of the Cut-Off Date Group 1 Balance) included in the July 31 FWP,
the Monthly Tax Escrow is being updated from $16,308 to $10,042.
12. With respect to the Mortgage Loan identified as the 2534 Plaza Shops Loan
(loan number 134), representing 0.1% of the Cut-Off Date Pool Balance (0.1% of
the Cut-Off Date Group 1 Balance) included in the July 31 FWP, the Monthly Tax
Escrow is being updated from $1,916 to $1,666.
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13. With respect to the Mortgage Loan identified as the Bridge Street Apartments
Loan (loan number 154), representing 0.1% of the Cut-Off Date Pool Balance (0.4%
of the Cut-Off Date Group 2 Balance) included in the July 31 FWP, the Future
Unsecured Debt Allowed is being updated from "N" to "Y". The Mortgage Loan
documents provide that, under certain circumstances, the borrower may incur
additional unsecured debt in favor of affiliates, subject to the terms of a
subordination agreement to be entered into in favor of the mortgagee.
14. With respect to the Mortgage Loan identified as the Osage Estates Apartments
Loan (loan number 164), representing 0.04% of the Cut-Off Date Pool Balance
(0.2% of the Cut-Off Date Group 2 Balance) included in the July 31 FWP, the
Future Unsecured Debt Allowed is being updated from "N" to "Y". The Mortgage
Loan documents provide that, under certain circumstances, the borrower may incur
additional unsecured debt in favor of affiliates, subject to the terms of a
subordination agreement to be entered into in favor of the mortgagee.
Structural Updates:
1. The Issuer is no longer privately offering the Class A-2FL Certificates,
Class A-5FL Certificates or Class A-MFL Certificates as originally anticipated
in the July 31 FWP.
General Updates:
1. Attachment A sets forth certain additional revised information in connection
with the Mortgage Pool.
------------------------------------
This free writing prospectus does not contain all information that is required
to be included in a prospectus required to be filed as part of a registration
statement. This free writing prospectus is not an offer to sell or a
solicitation of an offer to buy these securities in any state where such offer,
solicitation or sale is not permitted.
The information in this free writing prospectus, if conveyed prior to the time
of your contractual commitment to purchase any of the Certificates, supersedes
any conflicting information contained in any prior similar materials relating to
the Certificates. The information in this free writing prospectus may be amended
or supplemented. This free writing prospectus is being delivered to you solely
to provide you with information about the offering of the Certificates referred
to in this free writing prospectus and to solicit an offer to purchase the
Certificates, when, as and if issued. Any such offer to purchase made by you
will not constitute a contractual commitment by you to purchase or give rise to
an obligation by the underwriters to sell any of the Certificates, until the
underwriters have accepted your offer to purchase Certificates; any "indications
of interest" expressed by you, and any "soft circles" generated by us, will not
create binding contractual obligations for you or us.
You are advised that the terms of the Certificates, and the characteristics of
the mortgage loan pool backing them, may change (due, among other things, to the
possibility that mortgage loans that comprise the pool may become delinquent or
defaulted or may be removed or replaced and that similar or different mortgage
loans may be added to the pool, and that one or more classes of Certificates may
be split, combined or eliminated), at any time prior to the time sales to
purchasers of the Certificates will first be made. You are advised that
Certificates may not be issued that have the characteristics described in these
materials. The underwriter's obligation to sell such Certificates to you is
conditioned on the mortgage loans and Certificates having the characteristics
described in these materials. If a material change does occur with respect to
such Certificates, our contract will terminate, by its terms, without any
further obligation or liability between us (an "Automatic Termination"). If an
Automatic Termination does occur, the underwriter will notify you, and neither
the issuer nor any underwriter will have any obligation to you to deliver all or
any portion of the Certificates which you have committed to purchase, and none
of the issuer nor any underwriter will be liable for any costs or damages
whatsoever arising from or related to such non-delivery.
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This free writing prospectus was prepared on the basis of certain assumptions
(including, in certain cases, assumptions specified by the recipient hereof)
regarding the pool assets and structure, including payments, interest rates,
weighted average lives and weighted average loan age, loss, spreads, market
availability and other matters. The actual amount, rate or timing of payments on
any of the underlying assets may be different, and sometimes materially
different than anticipated, and therefore the pricing, payment or yield
information regarding the Certificates may be different from the information
provided herein. There can be no assurance that actual pricing will be completed
at the indicated value(s). In addition, pricing of the Certificates may vary
significantly from the information contained in this free writing prospectus as
a result of various factors, including, without limitation, prevailing credit
spreads, market positioning, financing costs, hedging costs and risk and use of
capital and profit. The pricing estimates contained herein may vary during the
course of any particular day and from day to day. You should consult with your
own accounting or other advisors as to the adequacy of the information in this
free writing prospectus for your purposes.
------------------------------------
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.
-4-
ATTACHMENT A
The following comprise Attachment A to this free writing prospectus, dated
August 9, 2007.
Annex ID Loan Seller Loan Name Field Name July 31 FWP Value Updated Value
- -------- ----------- --------------------------------------- --------------- ----------------- -------------
7 BCRE Three Borough Pool Appraised Value 151,400,000 158,400,000
7.01 BCRE 1511-21 Sheridan Avenue Appraised Value 15,300,000 17,900,000
7.03 BCRE 1229 Franklin Avenue Appraised Value 6,100,000 6,800,000
7.06 BCRE 709-715 Fairmount Place Appraised Value 5,300,000 5,400,000
7.07 BCRE 2401 Davidson Avenue Appraised Value 5,200,000 6,300,000
7.08 BCRE 1967-1971 Marmion Avenue Appraised Value 5,000,000 4,700,000
7.09 BCRE 949 Anderson Avenue Appraised Value 4,813,043 4,241,379
7.10 BCRE 957 Anderson Avenue Appraised Value 4,492,174 4,029,310
7.12 BCRE 499 Ocean Avenue Appraised Value 4,100,000 3,400,000
7.13 BCRE 101 Woodruff Avenue Appraised Value 4,000,000 3,700,000
7.14 BCRE 1250 Franklin Avenue Appraised Value 3,500,000 3,200,000
7.16 BCRE 1253 Franklin Avenue Appraised Value 3,200,000 3,100,000
7.17 BCRE 1145 Clay Avenue/ 372 East 167th Street Appraised Value 3,200,000 3,700,000
7.18 BCRE 2463 Valentine Avenue Appraised Value 3,200,000 3,100,000
7.21 BCRE 51 Buchanan Place Appraised Value 3,100,000 3,700,000
7.22 BCRE 87 West 162nd Street Appraised Value 2,994,783 4,029,310
7.23 BCRE 710 East 138th Street Appraised Value 2,800,000 2,600,000
7.24 BCRE 50 East 172nd Street Appraised Value 2,800,000 3,000,000
7.25 BCRE 2376 Ryer Avenue Appraised Value 2,500,000 2,300,000
7.26 BCRE 8 Vermilyea Appraised Value 2,400,000 2,700,000
7.27 BCRE 17 Vermilyea Appraised Value 2,400,000 2,600,000
7.28 BCRE 409 East 21st Street Appraised Value 2,400,000 2,300,000
7.29 BCRE 2310 Valentine Avenue Appraised Value 2,400,000 2,700,000
7.30 BCRE 530 Isham Street Appraised Value 2,300,000 2,600,000
7.31 BCRE 3063 Hull Avenue Appraised Value 2,300,000 2,800,000
7.32 BCRE 2101 Beverly Road Appraised Value 2,000,000 2,300,000
7.33 BCRE 2314 Valentine Avenue Appraised Value 2,000,000 2,600,000
7.35 BCRE 1471 Taylor Street Appraised Value 2,000,000 2,100,000
7.36 BCRE 1883 Amsterdam Avenue Appraised Value 1,966,667 2,368,421
7.37 BCRE 1885 Amsterdam Avenue Appraised Value 1,966,667 2,157,895
7.38 BCRE 1887 Amsterdam Avenue Appraised Value 1,966,667 1,473,684
7.39 BCRE 1514 West 8th Street Appraised Value 1,900,000 2,400,000
7.40 BCRE 2391 Davidson Avenue Appraised Value 1,800,000 1,700,000
7.41 BCRE 1270 Ocean Avenue Appraised Value 1,700,000 2,000,000
7.42 BCRE 452 East 187th Street Appraised Value 1,600,000 1,700,000
Wachovia Commercial Mortgage Securities, Inc. (the "Depositor") has filed a
registration statement (including a prospectus) (SEC File no. 333-131262) with
the SEC for the new offering to which this free writing prospectus relates.
Before you invest, you should read the prospectus in that registration statement
and other documents the Depositor has filed with the SEC for more complete
information about the Depositor, the issuing entity, and this offering. You may
get these documents for free by visiting EDGAR on the SEC Web site at
www.sec.gov. Alternatively, the Depositor, any underwriter, or any dealer
participating in the offering will arrange to send you the prospectus if you
request it by calling 1-800-745-2063.
This free writing prospectus does not contain all information that is required
to be included in a prospectus required to be filed as part of a registration
statement. This free writing prospectus is not an offer to sell or a
solicitation of an offer to buy these securities in any state where such offer,
solicitation or sale is not permitted.
The information in this free writing prospectus, if conveyed prior to the time
of your contractual commitment to purchase any of the Certificates, supersedes
any conflicting information contained in any prior similar materials relating to
the Certificates. The information in this free writing prospectus may be amended
or supplemented. This free writing prospectus is being delivered to you solely
to provide you with information about the offering of the Certificates referred
to in this free writing prospectus and to solicit an offer to purchase the
Certificates, when, as and if issued. Any such offer to purchase made by you
will not constitute a contractual commitment by you to purchase or give rise to
an obligation by the underwriters to sell any of the Certificates, until the
underwriters have accepted your offer to purchase Certificates; any "indications
of interest" expressed by you, and any "soft circles" generated by us, will not
create binding contractual obligations for you or us.
You are advised that the terms of the Certificates, and the characteristics of
the mortgage loan pool backing them, may change (due, among other things, to the
possibility that mortgage loans that comprise the pool may become delinquent or
defaulted or may be removed or replaced and that similar or different mortgage
loans may be added to the pool, and that one or more classes of Certificates may
be split, combined or eliminated), at any time prior to the time sales to
purchasers of the Certificates will first be made. You are advised that
Certificates may not be issued that have the characteristics described in these
materials. The underwriter's obligation to sell such Certificates to you is
conditioned on the mortgage loans and Certificates having the characteristics
described in these materials. If a material change does occur with respect to
such Certificates, our contract will terminate, by its terms, without any
further obligation or liability between us (an "Automatic Termination"). If an
Automatic Termination does occur, the underwriter will notify you, and neither
the issuer nor any underwriter will have any obligation to you to deliver all or
any portion of the Certificates which you have committed to purchase, and none
of the issuer nor any underwriter will be liable for any costs or damages
whatsoever arising from or related to such non-delivery.
This free writing prospectus was prepared on the basis of certain assumptions
(including, in certain cases, assumptions specified by the recipient hereof)
regarding the pool assets and structure, including payments, interest rates,
weighted average lives and weighted average loan age, loss, spreads, market
availability and other matters. The actual amount, rate or timing of payments on
any of the underlying assets may be different, and sometimes materially
different than anticipated, and therefore the pricing, payment or yield
information regarding the Certificates may be different from the information
provided herein. There can be no assurance that actual pricing will be completed
at the indicated value(s). In addition, pricing of the Certificates may vary
significantly from the information contained in this free writing prospectus as
a result of various factors, including, without limitation, prevailing credit
spreads, market positioning, financing costs, hedging costs and risk and use of
capital and profit. The pricing estimates contained herein may vary during the
course of any particular day and from day to day. You should consult with your
own accounting or other advisors as to the adequacy of the information in this
free writing prospectus for your purposes.
------------------------------------
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.
------------------------------------
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