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: May 30, 2018
(Date of earliest event reported)
BANK 2018-BNK12
(Central Index Key Number 0001739423)
(Exact name of issuing entity)
Wells Fargo Bank, National Association
(Central Index Key Number 0000740906)
Bank of America, National Association
(Central Index Key Number 0001102113)
Morgan Stanley Mortgage Capital Holdings LLC
(Central Index Key Number 0001541557)
National Cooperative Bank, N.A.
(Central Index Key Number 0001577313)
(Exact name of sponsor as specified in its charter)
Banc of America Merrill Lynch Commercial Mortgage Inc.
(Central Index Key Number 0001005007)
(Exact name of registrant as specified in its charter)
| Delaware | 333-206847-09 | 56-1950039 |
| (State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
| One Bryant Park | |
| New York, New York | 10036 |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code | 646-855-3953 |
| 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 or about May 30, 2018, a series of mortgage pass-through certificates, entitled Commercial Mortgage Pass-Through Certificates, Series 2018-BNK12 (the “Certificates”), is expected to be issued by BANK 2018-BNK12, a New York common law trust (the “Issuing Entity”), pursuant to a Pooling and Servicing Agreement, attached hereto asExhibit 4.1 and dated and effective as of May 1, 2018 (the “Pooling and Servicing Agreement”), among Banc of America Merrill Lynch Commercial Mortgage Inc. (the “Registrant”), as depositor, Wells Fargo Bank, National Association, as general master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as general special servicer, National Cooperative Bank, N.A., as NCB master servicer and as NCB special servicer, AEGON USA Realty Advisors, LLC, as Fair Oaks Mall special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer.
The assets of the Issuing Entity include several mortgage loans which are part of whole loans. Each whole loan is governed by a co-lender, intercreditor or similar agreement (each, an “Intercreditor Agreement”) between the holders of the promissory notes comprising such whole loan, the terms of which are described under “Description of the Mortgage Pool—The Whole Loans” in the Prospectus described below. Each Intercreditor Agreement is attached as an exhibit hereto, as described in the following table. Moreover, certain of such whole loans will not be serviced pursuant to the Pooling and Servicing Agreement, but will instead be serviced pursuant to a different servicing agreement (each, a “Non-Serviced PSA”). Each such Non-Serviced PSA is attached as an exhibit hereto, as described in the following table. For a description of the servicing of the affected whole loans under such Non-Serviced PSAs, see “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in the Prospectus described below.
| Name of Intercreditor Agreement (as defined in the Pooling and Servicing Agreement) | Intercreditor Agreement | Non-Serviced PSA (if any) |
| CoolSprings Galleria | 4.6 | N/A |
| One Dulles Tower | 4.7 | N/A |
| Fair Oaks Mall | 4.8 | N/A |
| Rittenhouse Hill | 4.9 | N/A |
| 181 Fremont Street | 4.10 | 4.2(1) |
| Extra Space – TIAA Self Storage Portfolio | 4.11 | 4.3 |
| The Gateway | 4.12 | 4.4(1) |
| Northwest Hotel Portfolio | 4.13 | 4.2 |
| North Bay Portfolio | 4.14 | 4.4 |
| Apple Campus 3 | 4.15 | 4.5 |
| (1) | The subject whole loan will be serviced under the indicated Non-Serviced PSA until the securitization of the applicable lead securitization companion loan, after which the subject whole loan will be serviced pursuant to the pooling and servicing agreement for such lead securitization. That pooling and servicing agreement will be identified and filed on a Form 8-K following such lead securitization. |
The Certificates will consist of the classes (each, a “Class”) designated as (i) the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (collectively, the “Publicly Offered Certificates”), (ii) the 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
“Privately Offered Certificates”), and (iii) the RR Interest. Only the Publicly Offered Certificates have been offered to the public.
The Publicly Offered Certificates, the Privately Offered Certificates and the RR Interest represent, in the aggregate, the entire beneficial ownership in the Issuing Entity, a common law trust fund to be formed on or about May 30, 2018 under the laws of the State of New York pursuant to the Pooling and Servicing Agreement. The Issuing Entity’s primary assets will be sixty-three (63) fixed rate mortgage loans (the “Mortgage Loans”) secured by first liens on ninety-five (95) commercial, multifamily and/or manufactured housing community properties. Certain of the Mortgage Loans are expected to be acquired by the Registrant from Wells Fargo Bank, National Association (“WFB”) pursuant to a Mortgage Loan Purchase Agreement, dated and effective as of May 15, 2018, between the Registrant and WFB, an executed version of which is attached hereto asExhibit 99.1; certain of the Mortgage Loans are expected to be acquired by the Registrant from Bank of America, National Association (“BANA”) pursuant to a Mortgage Loan Purchase Agreement, dated and effective as of May 15, 2018, between the Registrant and BANA, an executed version of which is attached hereto asExhibit 99.2; certain of the Mortgage Loans are expected to be acquired by the Registrant from Morgan Stanley Mortgage Capital Holdings LLC (“MSMCH”) pursuant to a Mortgage Loan Purchase Agreement, dated and effective as of May 15, 2018, between the Registrant and MSMCH, an executed version of which is attached hereto asExhibit 99.3; and certain of the Mortgage Loans are expected to be acquired by the Registrant from National Cooperative Bank, N.A. (“NCB”) pursuant to a Mortgage Loan Purchase Agreement, dated and effective as of May 15, 2018, between the Registrant and NCB, an executed version of which is attached hereto asExhibit 99.4.
The funds to be used by the Registrant to pay the purchase price for the Mortgage Loans are expected to be derived from the proceeds of (i) the sale of the Publicly Offered Certificates by the Registrant to Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLFP&S”), Wells Fargo Securities, LLC (“WFS”), Morgan Stanley & Co. LLC (“Morgan Stanley”) and Drexel Hamilton, LLC (“Drexel”) pursuant to an Underwriting Agreement, dated as of May 15, 2018, among the Registrant, as depositor, MLPF&S, WFS, Morgan Stanley and Drexel, as underwriters, and BANA, an executed version of which is attached hereto asExhibit 1.1, (ii) the sale of the Privately Offered Certificates by the Registrant to MLPF&S, WFS, Morgan Stanley and Drexel pursuant to a Certificate Purchase Agreement, dated as of May 15, 2018, among the Registrant, as depositor, MLPF&S, WFS, Morgan Stanley and Drexel, as initial purchasers, and BANA, which Privately Offered Certificates will be sold in transactions exempt from registration under the Securities Act of 1933, as amended, and (iii) the sale of the RR Interest, having a principal amount of $45,058,497.70, to BANA, WFB and Morgan Stanley Bank, N.A. (collectively, in such capacity, the “Retaining Parties”), pursuant to a transfer agreement, dated as of May 21, 2018, between the Registrant and the Retaining Parties. The RR Interest was 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 Publicly Offered Certificates and the Mortgage Loans are more particularly described in the Prospectus, dated May 16, 2018 and as filed with the Securities and Exchange Commission on May 30, 2018 (the “Prospectus”). In connection with such Prospectus, the Chief Executive Officer of the Registrant has provided the certification attached hereto asExhibit 36.1 and dated May 16, 2018.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description |
| Exhibit 1.1 | Underwriting Agreement, dated as of May 15, 2018, among Banc of America Merrill Lynch Commercial Mortgage Inc., as depositor, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC, Morgan Stanley & Co. LLC Wells Fargo Securities, LLC and Drexel Hamilton, LLC, as underwriters, and Bank of America, National Association. |
| Exhibit 4.1 | Pooling and Servicing Agreement, dated and effective as of May 1, 2018, among Banc of America Merrill Lynch Commercial Mortgage Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as general special servicer, National Cooperative Bank, N.A., as NCB master servicer and as NCB special servicer, AEGON USA Realty Advisors, LLC, as Fair Oaks Mall special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer. |
| Exhibit 4.2 | Pooling and Servicing Agreement, dated and effective as of May 1, 2018, among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as 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 4.3 | Pooling and Servicing Agreement, dated as of March 1, 2018, between Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Park Bridge Lender Services LLC, as operating advisor and asset representations reviewer, Citibank, N.A., as certificate administrator, and Wilmington Trust, National Association, as trustee. |
| Exhibit 4.4 | Pooling and Servicing Agreement, dated and effective as of April 1, 2018, among Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer, Midland Loan Services, a Division of PNC Bank, National Association, 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 Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer. |
| Exhibit 4.5 | Pooling and Servicing Agreement, dated and effective as of February 1, 2018, among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer, Torchlight Loan Services, 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 4.6 | The CoolSprings Galleria Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). |
| Exhibit 4.7 | The One Dulles Tower Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). |
| Exhibit 4.8 | The Fair Oaks Mall Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). |
| Exhibit 4.9 | The Rittenhouse Hill Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). |
| Exhibit 4.10 | The 181 Fremont Street Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). |
| Exhibit 4.11 | The Extra Space – TIAA Self Storage Portfolio Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). |
| Exhibit 4.12 | The Gateway Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). |
| Exhibit 4.13 | The Northwest Hotel Portfolio Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). |
| Exhibit 4.14 | The North Bay Portfolio Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). |
| Exhibit 4.15 | The Apple Campus 3 Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). |
| Exhibit 36.1 | Depositor’s Certification for Shelf Offerings of Asset-Backed Securities in respect of that certain Prospectus dated May 16, 2018, which such certification is dated May 16, 2018. |
| Exhibit 99.1 | Mortgage Loan Purchase Agreement, dated and effective as of May 15, 2018, between Wells Fargo Bank, National Association, as seller, and Banc of America Merrill Lynch Commercial Mortgage Inc., as purchaser. |
| Exhibit 99.2 | Mortgage Loan Purchase Agreement, dated and effective as of May 15, 2018, between Bank of America, National Association, as seller, and Banc of America Merrill Lynch Commercial Mortgage Inc., as purchaser. |
| Exhibit 99.3 | Mortgage Loan Purchase Agreement, dated and effective as of May 15, 2018, between Morgan Stanley Mortgage Capital Holdings LLC, as seller, and Banc of America Merrill Lynch Commercial Mortgage Inc., as purchaser. |
| | |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 30, 2018 | BANC OF AMERICA MERRILL LYNCH COMMERCIAL MORTGAGE INC.
(Registrant) |
| | | |
| | By: | /s/ Leland F. Bunch, III |
| | | Name: Leland F. Bunch, III |
| | | Title: Chief Executive Officer & 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 May 15, 2018, among Banc of America Merrill Lynch Commercial Mortgage Inc., as depositor, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC, Morgan Stanley & Co. LLC and Drexel Hamilton, LLC, as underwriters, and Bank of America, National Association. | (E) |
| 4.1 | | Pooling and Servicing Agreement, dated and effective as of May 1, 2018, among Banc of America Merrill Lynch Commercial Mortgage Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as general special servicer, National Cooperative Bank, N.A., as NCB master servicer and as NCB special servicer, AEGON USA Realty Advisors, LLC, as Fair Oaks Mall special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer. | (E) |
| 4.2 | | Pooling and Servicing Agreement, dated and effective as of May 1, 2018, among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as 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) |
Item 601(a) of
Regulation S-K
Exhibit No. | | Description | Paper (P) or
Electronic (E) |
| 4.3 | | Pooling and Servicing Agreement, dated as of March 1, 2018, between Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Park Bridge Lender Services LLC, as operating advisor and asset representations reviewer, Citibank, N.A., as certificate administrator, and Wilmington Trust, National Association, as trustee. | (E) |
| 4.4 | | Pooling and Servicing Agreement, dated and effective as of April 1, 2018, among Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer, Midland Loan Services, a Division of PNC Bank, National Association, 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 Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer. | (E) |
| 4.5 | | Pooling and Servicing Agreement, dated and effective as of February 1, 2018, among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer, Torchlight Loan Services, 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) |
| 4.6 | | The CoolSprings Galleria Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). | (E) |
| 4.7 | | The One Dulles Tower Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). | (E) |
Item 601(a) of
Regulation S-K
Exhibit No. | | Description | Paper (P) or
Electronic (E) |
| 4.8 | | The Fair Oaks Mall Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). | (E) |
| 4.9 | | The Rittenhouse Hill Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). | (E) |
| 4.10 | | The 181 Fremont Street Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). | (E) |
| 4.11 | | The Extra Space – TIAA Self Storage Portfolio Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). | (E) |
| 4.12 | | The Gateway Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). | (E) |
| 4.13 | | The Northwest Hotel Portfolio Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). | (E) |
| 4.14 | | The North Bay Portfolio Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). | (E) |
| 4.15 | | The Apple Campus 3 Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). | (E) |
| 36.1 | | Depositor’s Certification for Shelf Offerings of Asset-Backed Securities in respect of that certain Prospectus dated May 16, 2018, which such certification is dated May 16, 2018. | (E) |
| 99.1 | | Mortgage Loan Purchase Agreement, dated and effective as of May 15, 2018, between Wells Fargo Bank, National Association, as seller, and Banc of America Merrill Lynch Commercial Mortgage Inc., as purchaser. | (E) |
| 99.2 | | Mortgage Loan Purchase Agreement, dated and effective as of May 15, 2018, between Bank of America, National Association, as seller, and Banc of America Merrill Lynch Commercial Mortgage Inc., as purchaser. | (E) |
Item 601(a) of
Regulation S-K
Exhibit No. | | Description | Paper (P) or
Electronic (E) |
| 99.3 | | Mortgage Loan Purchase Agreement, dated and effective as of May 15, 2018, between Morgan Stanley Mortgage Capital Holdings LLC, as seller, and Banc of America Merrill Lynch Commercial Mortgage Inc., as purchaser. | (E) |
| 99.4 | | Mortgage Loan Purchase Agreement, dated and effective as of May 15, 2018, between National Cooperative Bank, N.A., as seller, and Banc of America Merrill Lynch Commercial Mortgage Inc., as purchaser. | (E) |
