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: February 18, 2016
(Date of earliest event reported)
Wells Fargo Commercial Mortgage Trust 2016-C32
(Exact name of issuing entity)
Wells Fargo Bank, National Association
Rialto Mortgage Finance, LLC
National Cooperative Bank, N.A.
C-III Commercial Mortgage LLC
Basis Real Estate Capital II, LLC
(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 | 333-206677-02 | 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)) |
On February 18, 2016, Wells Fargo Commercial Mortgage Securities, Inc. (the “Depositor”) caused the issuance, pursuant to a pooling and servicing agreement, dated as of February 1, 2016 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, Rialto Capital Advisors, LLC, as general special servicer, National Cooperative Bank, N.A., as NCB master servicer and as NCB special servicer, Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, Wells Fargo Bank, National Association, as certificate administrator, and Wilmington Trust, National Association, as trustee, of Wells Fargo Commercial Mortgage Trust 2016-C32, Commercial Mortgage Pass-Through Certificates, Series 2016-C32.
The Mortgage Loan identified on Exhibit B to the Pooling and Servicing Agreement as “10 South LaSalle Street” will be serviced and administered in accordance with the Pooling and Servicing Agreement and the 10 South LaSalle Street Intercreditor Agreement (as defined in the Pooling and Servicing Agreement) as to which an executed version of such co-lender agreement is attached hereto asExhibit 4.2.
The Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class B and Class C Certificates (collectively, the “Public Certificates”), having an aggregate initial principal amount of $774,582,000, were sold to Wells Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“Barclays”) and Deutsche Bank Securities Inc. (“DBSI” and, together with WFS and Barclays, the “Underwriters”), pursuant to the underwriting agreement, dated as of February 3, 2016 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 February 18, 2016, the Registrant also sold the Class A-3FL, Class A-3FX, Class X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class V and Class R Certificates (collectively, the “Private Certificates”), having an aggregate initial principal amount of $185,397,761, to WFS, Barclays and DBSI (collectively, the “Initial Purchasers”), pursuant to a certificate purchase agreement, dated as of February 3, 2016, 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 2016-C32 (the “Issuing Entity”), a common law trust fund formed on February 18, 2016 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 112 commercial, multifamily and manufactured housing community mortgage loans (the “Mortgage Loans”). The Mortgage Loans were acquired by the Registrant from (i) Wells Fargo National Bank, National Association (“WFB”) pursuant to a Mortgage Loan Purchase Agreement, attached hereto asExhibit 99.1 and dated as of February 3, 2016, between the Registrant and WFB, (ii) Rialto Mortgage Finance, LLC (“Rialto”) pursuant to a Mortgage Loan Purchase Agreement, attached hereto asExhibit 99.2 and dated as of February 3, 2016, between the Registrant and Rialto; (iii) National Cooperative Bank, N.A. (“NCB”) pursuant to a Mortgage Loan Purchase Agreement, attached hereto asExhibit 99.3 and dated as of February 3, 2016, between the Registrant and NCB; (iv) C-III Commercial Mortgage LLC (“C-III”)
pursuant to a Mortgage Loan Purchase Agreement, attached hereto asExhibit 99.4 and dated as of February 3, 2016, between the Registrant and C-III; and (v) Basis Real Estate Capital II, LLC (“Basis”) pursuant to a Mortgage Loan Purchase Agreement, attached hereto asExhibit 99.5 and dated as of February 3, 2016, among the Registrant, Basis Investment Group LLC and Basis.
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 dated February 5, 2016 and as filed with the Securities and Exchange Commission on February 18, 2016. In connection with such Prospectus, the Chief Executive Officer of the Registrant has provided the certification attached hereto asExhibit 36.1 and dated as of the date hereof.
On February 18, 2016, the Registrant sold all of the Public Certificates, having an aggregate certificate principal amount of $774,582,000. The net proceeds of the offering to the Registrant of the issuance of the Certificates, after deducting expenses payable by the Registrant of $8,749,268 were approximately $846,812,086. Of the expenses paid by the Registrant, approximately $156,783 were paid directly to affiliates of the Registrant, $3,459,051 in the form of fees were paid to the Underwriters, $511,804 were paid to or for the Underwriters and $4,621,630 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. 333-206677) was originally declared effective on November 23, 2015.
| Item 9.01. | Financial Statements, Pro Forma Financial Information and Exhibits. |
| (c) | Exhibits |
| Exhibit No. | Description |
| Exhibit 1.1 | Underwriting Agreement, dated as of February 3, 2016, between Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Securities, LLC, Barclays Capital Inc. and Deutsche Bank Securities Inc., as underwriters, and Wells Fargo Bank, National Association. |
| Exhibit 4.1 | Pooling and Servicing Agreement, dated as of February 1, 2016, among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer, Rialto Capital Advisors, LLC, as general special servicer, National Cooperative Bank, N.A., as NCB master servicer and as NCB special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer. |
| Exhibit 4.2 | Co-Lender Agreement, dated as of December 31, 2015, by and between 10 South LaSalle Street Pari Passu Companion Loan and the holder of the 10 South LaSalle Street Mortgage Loan, relating to the relative rights of such holders of the 10 South LaSalle Street Whole Loan. |
| Exhibit 5 | Legality Opinion of Cadwalader, Wickersham & Taft LLP, dated February 18, 2016. |
| Exhibit 8 | Tax Opinion of Cadwalader, Wickersham & Taft LLP, dated February 18, 2016 (included as part of Exhibit 5). |
| Exhibit 23 | Consent of Cadwalader, Wickersham & Taft LLP (included as part of Exhibit 5). |
| Exhibit 36.1 | Depositor’s Certification for Shelf Offerings of Asset-Backed Securities in respect of that certain Prospectus dated February 5, 2016. |
| Exhibit 99.1 | Mortgage Loan Purchase Agreement, dated as of February 3, 2016, 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 February 3, 2016, 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 February 3, 2016, between National Cooperative Bank, N.A., as seller, and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser. |
| Exhibit 99.4 | Mortgage Loan Purchase Agreement, dated as of February 3, 2016, between C-III Commercial Mortgage LLC, as seller, and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser. |
Exhibit 99.5 | Mortgage Loan Purchase Agreement, dated as of February 3, 2016, among Basis Real Estate Capital II, LLC, as seller, Wells Fargo Commercial Mortgage Securities, Inc., as purchaser, and Basis Investment Group LLC. |
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: February 18, 2016 | | 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 as of February 3, 2016, between Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Securities, LLC, Barclays Capital Inc. and Deutsche Bank Securities Inc., as underwriters, and Wells Fargo Bank, National Association. | (E) |
| 4.1 | | Pooling and Servicing Agreement, dated as of February 1, 2016, among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer, Rialto Capital Advisors, LLC, as general special servicer, National Cooperative Bank, N.A., as NCB master servicer and as NCB special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer. | (E) |
| 4.2 | | Co-Lender Agreement, dated as of December 31, 2015, by and between 10 South LaSalle Street Pari Passu Companion Loan and the holder of the 10 South LaSalle Street Mortgage Loan, relating to the relative rights of such holders of the 10 South LaSalle Street Whole Loan. | (E) |
| 5 | | Legality Opinion of Cadwalader, Wickersham & Taft LLP, dated February 18, 2016. | (E) |
| 8 | | Tax Opinion of Cadwalader, Wickersham & Taft LLP, dated February 18, 2016 (included as part of Exhibit 5). | (E) |
| 23 | | Consent of Cadwalader, Wickersham & Taft LLP (included as part of Exhibit 5). | (E) |
| 36.1 | | Depositor’s Certification for Shelf Offerings of Asset-Backed Securities in respect of that certain Prospectus dated February 5, 2016. | (E) |
| Item 601(a) of Regulation S-KExhibit No. | | Description | Paper (P) orElectronic (E) |
| 99.1 | | Mortgage Loan Purchase Agreement, dated as of February 3, 2016, between Wells Fargo Bank, National Association, as seller, and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser. | (E) |
| 99.2 | | Mortgage Loan Purchase Agreement, dated as of February 3, 2016, 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 February 3, 2016, between National Cooperative Bank, N.A., as seller, and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser. | (E) |
| 99.4 | | Mortgage Loan Purchase Agreement, dated as of February 3, 2016, between C-III Commercial Mortgage LLC, as seller, and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser. | (E) |
| 99.5 | | Mortgage Loan Purchase Agreement, dated as of February 3, 2016, among Basis Real Estate Capital II, LLC, as seller, Wells Fargo Commercial Mortgage Securities, Inc., as purchaser, and Basis Investment Group LLC. | (E) |
