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 14, 2019
(Date of earliest event reported)
Wells Fargo Commercial Mortgage Trust 2019-C50
(Central Index Key Number 0001770572)
(Exact name of issuing entity)
Wells Fargo Bank, National Association
(Central Index Key Number 0000740906)
UBS AG
(Central Index Key Number 0001685185)
Rialto Mortgage Finance, LLC
(Central Index Key Number 0001592182)
Barclays Capital Real Estate Inc.
(Central Index Key Number 0001549574)
Rialto Real Estate Fund III – Debt, LP
(Central Index Key Number 0001654834)
Argentic Real Estate Finance LLC
(Central Index Key Number 0001624053)
(Exact name of sponsor as specified in its charter)
Wells Fargo Commercial Mortgage Securities, Inc.
(Central Index Key Number 0000850779)
(Exact name of registrant as specified in its charter)
| North Carolina | 333-226486-05 | 56-1643598 |
| (State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
301 South College Street | |
| Charlotte, North Carolina | 28202 |
| (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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company[_]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.[_]
On May 14, 2019, Wells Fargo Commercial Mortgage Securities, Inc. (the “Depositor”) caused the issuance, pursuant to a pooling and servicing agreement, dated as of May 1, 2019 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 master servicer, Rialto Capital Advisors, LLC, as 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, of the Wells Fargo Commercial Mortgage Trust 2019-C50, Commercial Mortgage Pass-Through Certificates, Series 2019-C50.
The assets of the Issuing Entity include several Mortgage Loans each of which is a part of a Whole Loan. 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 Servicing Agreement (if any) |
| Great Wolf Lodge Southern California | 4.3 | N/A |
| Hilton at University Place | 4.4 | N/A |
| Goodyear Portfolio | 4.5 | N/A |
| Inland Devon Self Storage Portfolio | 4.6 | N/A(1) |
| The Colonnade Office Complex | 4.7 | 4.2 |
| Great Value Storage Portfolio | 4.8 | 4.2 |
| The Block Northway | 4.9 | 4.2(2) |
| Wolverine Portfolio | 4.10 | N/A(1) |
| Town Square | 4.11 | N/A |
| Heartland Dental Medical Office Portfolio | 4.12 | N/A |
| (1) | The subject Whole Loan will be serviced under the Pooling and Servicing Agreement until the securitization of the applicable controlling pari passu companion loan, after which the subject Whole Loan will be serviced pursuant to the pooling and servicing agreement for such securitization. That pooling and servicing agreement will be identified and filed on a Form 8-K following such securitization. |
| (2) | The subject Whole Loan will be serviced under that certain pooling and servicing agreement, dated and effective as of April 1, 2019, among UBS Commercial Mortgage Securitization Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and as special servicer, Wells Fargo Bank, National Association, as certificate administrator and as trustee, and Park Bridge Lender Services LLC, as operating advisor and as |
asset representations reviewer, relating to the issuance of the UBS Commercial Mortgage Trust 2019-C16, Commercial Mortgage Pass-Through Certificates, Series 2019-C16 until the securitization of the applicable controlling pari passu companion loan, after which the subject Whole Loan will be serviced pursuant to the pooling and servicing agreement for such securitization. That pooling and servicing agreement will be identified and filed on a Form 8-K following such securitization.
The Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (collectively, the “Public Certificates”), having an aggregate initial principal amount of $821,891,000, were sold to Wells Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“Barclays”), UBS Securities LLC (“UBS Securities”), Drexel Hamilton, LLC (“Drexel Hamilton”) and Academy Securities, Inc. (“Academy” and, together in such capacity with WFS, Barclays, UBS Securities and Drexel Hamilton, the “Underwriters”), pursuant to the underwriting agreement, dated as of April 29, 2019 and as to which an executed version is attached hereto asExhibit 1.1, between the Registrant, the Underwriters and Wells Fargo Bank, National Association (“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 hereto asExhibits 5,8 and23.
On May 14, 2019, the Registrant also sold the Class X-D, Class X-F, Class X-G, Class X-H, Class D, Class E, Class F, Class G, Class H and Class R Certificates (collectively, the “Private Certificates”), having an aggregate initial principal amount of $116,074,076, to WFS, Barclays, UBS Securities, Drexel Hamilton, and Academy (collectively in such capacity, the “Initial Purchasers”), pursuant to a certificate purchase agreement, dated as of April 29, 2019, 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 2019-C50 (the “Issuing Entity”), a common law trust fund formed on May 14, 2019 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 sixty-four (64) commercial, multifamily and manufactured housing community mortgage loans (the “Mortgage Loans”). The Mortgage Loans were acquired by the Registrant from (i) WFB, pursuant to a Mortgage Loan Purchase Agreement, attached hereto asExhibit 99.1 and dated as of April 29, 2019, between the Registrant and WFB, (ii) UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“UBS AG”), pursuant to a Mortgage Loan Purchase Agreement, attached hereto asExhibit 99.2 and dated as of April 29, 2019, between the Registrant and UBS AG, (iii) Rialto Mortgage Finance, LLC (“RMF”), pursuant to a Mortgage Loan Purchase Agreement, attached hereto asExhibit 99.3 and dated as of April 29, 2019, between the Registrant and RMF, (iv) Barclays Capital Real Estate Inc. (“BCREI”), pursuant to a Mortgage Loan Purchase Agreement, attached hereto asExhibit 99.4 and dated as of April 29, 2019, between the Registrant, BCREI and Barclays Capital Holdings Inc., (v) Rialto Real Estate Fund III – Debt, LP (“RREF”), pursuant to a Mortgage Loan Purchase Agreement, attached hereto asExhibit 99.5 and dated as of April 29, 2019, between the Registrant and RREF, and (vi) Argentic Real Estate Finance LLC (“AREF”), pursuant to a Mortgage Loan Purchase Agreement, attached hereto asExhibit 99.6 and dated as of April 29, 2019, between the Registrant and AREF. Additionally, Midland Loan Services, a Division of PNC Bank, National Association will act as primary servicer with respect to fourteen (14) Mortgage Loans sold to the Registrant, pursuant to the Primary Servicing Agreement, attached hereto asExhibit 99.7 and dated as of May 1, 2019, between Wells Fargo Bank, National Association, as master servicer, and Midland Loan Services, a Division of PNC Bank, National Association, as primary servicer.
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 May 1, 2019 and as filed with the Securities and Exchange Commission on May 14, 2019. 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 May 1, 2019.
On May 14, 2019, the Registrant sold all of the Public Certificates, having an aggregate certificate principal amount of $821,891,000. The net proceeds of the offering to the Registrant of the issuance of the Certificates, after deducting expenses payable by the Registrant of $7,206,491, were approximately $916,024,029. Of the expenses paid by the Registrant, approximately $126,700 were paid directly to affiliates of the Registrant, $1,857,134 in the form of fees were paid to the Underwriters, $952,201 were paid to or for the Underwriters and $4,270,456 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. 333-226486) was originally declared effective on September 10, 2018.
| Item 9.01. | | Financial Statements, Pro Forma Financial Information and Exhibits. |
(d) Exhibits
| Exhibit No. | Description |
| | |
| Exhibit 1.1 | Underwriting Agreement, dated as of April 29, 2019, between Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Securities, LLC, Barclays Capital Inc., UBS Securities LLC, Drexel Hamilton, LLC and Academy Securities, Inc., as underwriters, and Wells Fargo Bank, National Association. |
| | |
| Exhibit 4.1 | Pooling and Servicing Agreement, dated as of May 1, 2019, 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 Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer. |
| | |
| Exhibit 4.2 | Pooling and Servicing Agreement, dated as of April 1, 2018, by and among UBS Commercial Mortgage Securitization Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and as special servicer, Wells Fargo Bank, National Association, as certificate administrator and as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, relating to the issuance of the UBS Commercial Mortgage Trust 2019-C16, Commercial Mortgage Pass-Through Certificates, Series 2019-C16. |
| | |
| Exhibit 4.3 | Amended and Restated Co-Lender Agreement, dated as of March 15, 2019, by and between Wells Fargo Bank, National Association, as Initial Note A-1 Holder, Wells Fargo Bank, National Association, as Initial Note A-2 Holder, Wells Fargo Bank, National Association, as Initial Note A-3 Holder, Wells Fargo Bank, National Association, as Initial Note A-4 Holder, Wells Fargo Bank, National Association, as Initial Note A-5 Holder, and KSL Capital Partners Co Trust II, as Initial Note B-1 Holder, relating to the Great Wolf Lodge Southern California Whole Loan. |
| | |
| Exhibit 4.4 | Agreement Between Note Holders, dated as of April 24, 2019, by and between Barclays Capital Real Estate Inc., as Initial Note A-1 Holder, and Barclays Capital Real Estate Inc., as Initial Note A-2 Holder, relating to the Hilton at University Place Whole Loan. |
| | |
| Exhibit 4.5 | Agreement Between Note Holders, dated as of April 9, 2019, by and between Rialto Mortgage Finance, LLC, as Initial Note A-1 Holder, Rialto Mortgage Finance, LLC, as Initial Note A-2 Holder, Rialto Mortgage Finance, LLC, as Initial Note A-3 Holder, Rialto Mortgage Finance, LLC, as Initial Note A-4 Holder, Rialto Mortgage Finance, LLC, as Initial Note A-5 Holder, and Rialto Mortgage Finance, LLC, as Initial Note B Holder, relating to the Goodyear Portfolio Whole Loan. |
| Exhibit 4.6 | Agreement Between Note Holders, dated as of April 24, 2019, by and between Barclays Capital Real Estate Inc., as Initial Note A-1 Holder, and Barclays Capital Real Estate Inc., as Initial Note A-2 Holder, relating to the Inland Devon Self Storage Portfolio Whole Loan. |
| | |
| Exhibit 4.7 | Amended and Restated Agreement Among Noteholders, dated as of March 25, 2019, by and among UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York, as Initial Note A-1 Holder, Initial Note A-2-1 Holder, Initial Note A-2-2 Holder, Initial Note A-2-3 Holder, Initial Note A-3 Holder, Initial Note A-4 Holder, Initial Note A-5 Holder, Initial Note A-6 Holder, Initial Note A-7 Holder and Initial Note A-8 Holder, The Lincoln National Life Insurance Company, as Initial Note B-1 Holder, Athene Annuity & Life Assurance Company, as Initial Note B-2 Holder, Initial Note B-5 Holder and Initial Note B-6 Holder, Athene Annuity and Life Company, as Initial Note B-3 Holder, American Equity Investment Life Insurance Company, as Initial Note B-4 Holder, and Nonghyup Bank as Trustee for UP Global Private Real Estate Fund V, as Initial Note C Holder, relating to The Colonnade Office Complex Whole Loan. |
| | |
| Exhibit 4.8 | Amended and Restated Agreement Between Note Holders, dated as of March 26, 2019, by and between Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of UBS Commercial Mortgage Trust 2018-C15, Commercial Mortgage Pass-Through Certificates, Series 2018-C15, as Initial Note A-1 Holder and Initial Note A-3 Holder, and UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York, as Initial Note A-2 Holder, Initial Note A-4 Holder, Initial Note A-5 Holder and Initial Note A-6 Holder, relating to the Great Value Storage Portfolio Whole Loan. |
| | |
| Exhibit 4.9 | Agreement Between Note Holders, dated as of March 14, 2019, by and between UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York, as Initial Note A-1 Holder, Initial Note A-3 Holder, Initial Note A-6 Holder and Initial Note A-7-1 Holder, and Morgan Stanley Mortgage Capital Holdings LLC, as Initial Note A-2 Holder, Initial Note A-4 Holder, Initial Note A-5 Holder, Initial Note A-7-2 Holder and Initial Note A-8 Holder, relating to The Block Northway Whole Loan. |
| | |
| Exhibit 4.10 | Agreement Between Noteholders, dated as of May 14, 2019, by and among UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York, as Initial Note A-1 Holder, Initial Note A-2 Holder, Initial Note A-3 Holder, Initial Note A-4 Holder, Initial Note A-5 Holder, Initial Note A-6 Holder, Initial Note A-7 Holder, Initial Note A-8 Holder, Initial Note A-9 Holder and Initial Note A-10 Holder, relating to the Wolverine Portfolio Whole Loan. |
| | |
| Exhibit 4.11 | Co-Lender Agreement, dated as of April 12, 2019, by and between BSPRT CMBS Finance, LLC, as Initial Note A-1 Holder, and BSPRT CMBS Finance, LLC, as Initial Note A-2 Holder, relating to the Town Square Whole Loan. |
| | |
| Exhibit 4.12 | Agreement Between Noteholders, dated as of December 12, 2018, by and among UBS AG, by and through its branch office at 1285 Avenue of the Americas, New |
| | York, New York, as Initial Note A-1 Holder, Initial Note A-2 Holder, Initial Note A-3 Holder, Initial Note A-4 Holder, Initial Note A-5 Holder, Initial Note A-6 Holder, Initial Note A-7 Holder, Initial Note A-8 Holder, Initial Note A-9 Holder and Initial Note A-10 Holder, relating to the Heartland Dental Medical Office Portfolio Whole Loan. |
| | |
| Exhibit 5 | Legality Opinion of Cadwalader, Wickersham & Taft LLP, dated May 14, 2019. |
| | |
| Exhibit 8 | Tax Opinion of Cadwalader, Wickersham & Taft LLP, dated May 14, 2019 (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 May 1, 2019. |
| | |
| Exhibit 99.1 | Mortgage Loan Purchase Agreement, dated as of April 29, 2019, 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 April 29, 2019, between UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York, as seller, and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser. |
| | |
| Exhibit 99.3 | Mortgage Loan Purchase Agreement, dated as of April 29, 2019, between Rialto Mortgage Finance, LLC, as seller, and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser. |
| | |
| Exhibit 99.4 | Mortgage Loan Purchase Agreement, dated as of April 29, 2019, between Barclays Capital Real Estate Inc., as seller, Barclays Capital Holdings Inc. and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser. |
| | |
| Exhibit 99.5 | Mortgage Loan Purchase Agreement, dated as of April 29, 2019, between Rialto Real Estate Fund III – Debt, LP, as seller, and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser. |
| | |
| Exhibit 99.6 | Mortgage Loan Purchase Agreement, dated as of April 29, 2019, between Argentic Real Estate Finance LLC, as seller, and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser. |
| | |
| Exhibit 99.7 | Primary Servicing Agreement, dated as of May 1, 2019, between Wells Fargo Bank, National Association, as master servicer, and Midland Loan Services, a Division of PNC Bank, National Association, as primary servicer. |
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: May 14, 2019 | WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC.
(Registrant) |
| | |
| | |
| | By: | /s/ Anthony J. Sfarra |
| | | Name: Anthony J. Sfarra
Title: President |
