UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: August 12, 2015
(Date of earliest event reported)
Wells Fargo Commercial Mortgage Trust 2015-C30
(Exact name of issuing entity)
Wells Fargo Bank, National Association
Rialto Mortgage Finance, LLC
C-III Commercial Mortgage LLC
Basis Real Estate Capital II, LLCC
National Cooperative Bank, N.A.
(Exact name of sponsor as specified in its charter)
Wells Fargo Commercial Mortgage Securities, Inc.
(Exact name of registrant as specified in its charter)
| North Carolina | 333-195164-11 | 56-1643598 |
| (State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
| | | |
301 South College Street Charlotte, North Carolina | 28288-1066 |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code | (704) 374-6161 |
| Not Applicable |
| (Former name or former address, if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01.Other Events.
On August 12, 2015, Wells Fargo Commercial Mortgage Securities, Inc. (the “Depositor”) caused the issuance, pursuant to a pooling and servicing agreement, dated as of August 1, 2015 and as to which an executed version is attached hereto asExhibit 4.1 (the “Pooling and Servicing Agreement”), among Wells Fargo Commercial Mortgage Securities, Inc., as depositor (the “Registrant”), Wells Fargo Bank, National Association, as general master servicer, CWCapital Asset Management LLC, as general special servicer, National Cooperative Bank, N.A., as NCB master servicer, National Cooperative Bank, N.A., as NCB special servicer, Pentalpha Surveillance LLC, as trust advisor, Wells Fargo Bank, National Association, as certificate administrator, tax administrator and custodian, and Wilmington Trust, National Association, as trustee, of Wells Fargo Commercial Mortgage Trust 2015-C30, Commercial Mortgage Pass-Through Certificates, Series 2015-C30. The Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class B, Class C and Class PEX Certificates (collectively, the “Public Certificates”), having an aggregate initial principal amount of $644,999,000, were sold to Wells Fargo Securities, LLC (“WFS”), Deutsche Bank Securities Inc. (“DBSI”) and Morgan Stanley & Co. LLC (“Morgan Stanley” and, together with WFS and DBSI, the “Underwriters”), pursuant to the underwriting agreement, dated as of July 27, 2015 and as to which an executed version is attached hereto asExhibit 1.1, between the Registrant, the Underwriters and WFB. In connection with the issuance and sale to the Underwriters of the Public Certificates, a legal opinion was rendered related to the validity of, and certain federal income tax considerations relating to, the Public Certificates, which legal opinion is attached as an exhibit to this report.
On August 12, 2015, the Registrant also sold the Class X-E, Class X-FG, Class X-H, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificates (collectively, the “Private Certificates”), having an aggregate initial principal amount of $95,315,909, to WFS, DBSI and Morgan Stanley (collectively, the “Initial Purchasers”), pursuant to a certificate purchase agreement, dated as of July 27, 2015, between the Registrant, the Initial Purchasers and WFB. The Private Certificates were sold in a transaction exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) of the Act.
The Public Certificates and the Private Certificates represent, in the aggregate, the entire beneficial ownership in Wells Fargo Commercial Mortgage Trust 2015-C30 (the “Issuing Entity”), a common law trust fund formed on August 12, 2015 under the laws of the State of New York pursuant to the Pooling and Servicing Agreement. The assets of the Issuing Entity consist primarily of 101 commercial and multifamily mortgage loans (the “Mortgage Loans”). The Mortgage Loans were acquired by the Registrant from (i) Wells Fargo Bank, National Association (“WFB”) pursuant to a Mortgage Loan Purchase Agreement, attached hereto asExhibit 99.1 and dated as of July 27, 2015, between the Registrant and WFB; (ii) Rialto Mortgage Finance, LLC (“RMF”) pursuant to a Mortgage Loan Purchase Agreement, attached hereto asExhibit 99.2 and dated as of July 27, 2015, between the Registrant and RMF; (iii) C-III Commercial Mortgage LLC (“C-III”) pursuant to a Mortgage Loan Purchase Agreement, attached hereto asExhibit 99.3 and dated as of July 27, 2015, between the Registrant and C-III; (iv) Basis Real Estate Capital II, LLC (“Basis”) pursuant to a Mortgage Loan Purchase Agreement, attached hereto asExhibit 99.4 and dated as of July 27, 2015, among the Registrant, Basis and Basis Investment Group LLC; and (v) National Cooperative Bank, N.A. (“NCB”) pursuant to a Mortgage Loan Purchase Agreement, attached hereto asExhibit 99.5 and dated as of July 27, 2015, between the Registrant and NCB.
The funds used by the Registrant to pay the purchase price for the Mortgage Loans were derived in part from the proceeds from the sale of Certificates by the Registrant to the Underwriters, pursuant to the Underwriting Agreement, and the Initial Purchasers, pursuant to the Certificate Purchase Agreement.
The Public Certificates and the Mortgage Loans are more particularly described in the Prospectus Supplement, dated July 29, 2015, supplementing the Prospectus dated June 22, 2015, each as filed with the Securities and Exchange Commission on August 12, 2015.
On August 12, 2015, the Registrant sold all of the Public Certificates, having an aggregate certificate principal amount of $644,999,000. The net proceeds of the offering to the Registrant of the issuance of the Certificates, after deducting expenses payable by the Registrant of $7,349,446, were approximately $693,441,981. Of the expenses paid by the Registrant, approximately $31,900 were paid directly to affiliates of the Registrant, $2,780,452 in the form of fees were paid to the Underwriters, $471,629 were paid to or for the Underwriters and $4,065,465 were other expenses. All of the foregoing expense amounts are the Depositor’s reasonable estimates of such expenses. No underwriting discounts and commissions or finder’s fees were paid by the Registrant; the Public Certificates were offered by the Underwriters for sale to the public in negotiated transactions or otherwise at varying prices determined at the time of sale. The related registration statement (file no. 333-195164) was originally declared effective on June 25, 2014.
Item 9.01.Financial Statements, Pro Forma Financial Information and Exhibits.
| (c) | Exhibits |
| Exhibit No. | Description |
| Exhibit 1.1 | Underwriting Agreement, dated July 27, 2015, between Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Securities, Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC, as underwriters, and Wells Fargo Bank, National Association. |
| Exhibit 4.1 | Pooling and Servicing Agreement, dated as of August 1, 2015, among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer, CWCapital Asset Management LLC, as general special servicer, National Cooperative Bank, N.A., as NCB master servicer, National Cooperative Bank, N.A., as NCB special servicer, Pentalpha Surveillance LLC, as trust advisor, Wells Fargo Bank, National Association, as certificate administrator, tax administrator and custodian, and Wilmington Trust, National Association, as trustee. |
| Exhibit 5 | Legality Opinion of Cadwalader, Wickersham & Taft LLP, dated August 12, 2015. |
| Exhibit 8 | Tax Opinion of Cadwalader, Wickersham & Taft LLP, dated August 12, 2015 (included as part of Exhibit 5). |
| Exhibit 23 | Consent of Cadwalader, Wickersham & Taft LLP (included as part of Exhibit 5). |
| Exhibit 99.1 | Mortgage Loan Purchase Agreement, dated as of July 27, 2015, between Wells Fargo Bank, National Association, as seller, and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser. |
| Exhibit 99.2 | Mortgage Loan Purchase Agreement, dated as of July 27, 2015, between Rialto Mortgage Finance, LLC, as seller, and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser. |
| | |
| Exhibit 99.3 | Mortgage Loan Purchase Agreement, dated as of July 27, 2015, between C-III Commercial Mortgage LLC, as seller, and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser.. |
| Exhibit 99.4 | Mortgage Loan Purchase Agreement, dated as of July 27, 2015, among Basis Real Estate Capital II, LLC, as seller, Wells Fargo Commercial Mortgage Securities, Inc., as purchaser, and Basis Investment Group LLC. |
| Exhibit 99.5 | Mortgage Loan Purchase Agreement, dated as of July 27, 2015, between National Cooperative Bank, N.A., as seller, and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser. |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: August 12, 2015 | WELLS FARGO COMMERCIAL MORTGAGE
SECURITIES, INC.
(Registrant) |
| | |
| | By: | /s/ Anthony Sfarra |
| | | Name: Anthony Sfarra Title: President |
INDEX TO EXHIBITS
Item 601(a) of
Regulation S-K
Exhibit No. | | Description | Paper (P) or
Electronic (E) |
| 1.1 | | Underwriting Agreement, dated July 27, 2015, between Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Securities, LLC, Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC, as underwriters, and Wells Fargo Bank, National Association. | (E) |
| 4.1 | | Pooling and Servicing Agreement, dated as of August 1, 2015, among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer, CWCapital Asset Management LLC, as general special servicer, National Cooperative Bank, N.A., as NCB master servicer, National Cooperative Bank, N.A., as NCB special servicer, Pentalpha Surveillance LLC, as trust advisor, Wells Fargo Bank, National Association, as certificate administrator, tax administrator and custodian, and Wilmington Trust, National Association, as trustee. | (E) |
| 5 | | Legality Opinion of Cadwalader, Wickersham & Taft LLP, dated August 12, 2015. | (E) |
| 8 | | Tax Opinion of Cadwalader, Wickersham & Taft LLP, dated August 12 2015 (included as part of Exhibit 5). | (E) |
| 23 | | Consent of Cadwalader, Wickersham & Taft LLP (included as part of Exhibit 5). | (E) |
| 99.1 | | Mortgage Loan Purchase Agreement, dated as of July 27, 2015, between Wells Fargo Bank, National Association, as seller, and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser. | (E) |
Item 601(a) of
Regulation S-K
Exhibit No. | | Description | Paper (P) or
Electronic (E) |
| 99.2 | | Mortgage Loan Purchase Agreement, dated as of July 27, 2015, between Rialto Mortgage Finance, LLC, as seller, and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser. | (E) |
| 99.3 | | Mortgage Loan Purchase Agreement, dated as of July 27, 2015, between C-III Commercial Mortgage LLC, as seller, and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser. | (E) |
| 99.4 | | Mortgage Loan Purchase Agreement, dated as of July 27, 2015, among Basis Real Estate Capital II, LLC, as seller, Wells Fargo Commercial Mortgage Securities, Inc., as purchaser, and Basis Investment Group LLC. | (E) |
| 99.5 | | Mortgage Loan Purchase Agreement, dated as of July 27, 2015, between National Cooperative Bank, N.A., as seller, and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser. | (E) |
