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: March 10, 2021
(Date of earliest event reported)
BBCMS Mortgage Trust 2021-C9
(Central Index Key Number 0001843823)
(Exact name of issuing entity)
Barclays Capital Real Estate Inc.
(Central Index Key Number 0001549574)
(Exact name of sponsor as specified in its charter)
LMF Commercial, LLC
(Central Index Key Number 0001592182)
(Exact name of sponsor as specified in its charter)
BSPRT CMBS Finance, LLC
(Central Index Key Number 0001722518)
(Exact name of sponsor as specified in its charter)
Societe Generale Financial Corporation
(Central Index Key Number 0001755531)
(Exact name of sponsor as specified in its charter)
Starwood Mortgage Capital LLC
(Central Index Key Number 0001548405)
(Exact name of sponsor as specified in its charter)
KeyBank National Association
(Central Index Key Number 0001089877)
(Exact name of sponsor as specified in its charter)
Barclays Commercial Mortgage Securities LLC
(Central Index Key Number 0001541480)
(Exact name of registrant as specified in its charter)
| Delaware | 333-226850-08 | 27-010880 |
| (State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
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| 745 Seventh Avenue | | |
| New York, New York | | 10019 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (212) 412-4000
| 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) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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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 March 10, 2021, Barclays Commercial Mortgage Securities LLC (the “Depositor”) caused the issuance, pursuant to a pooling and servicing agreement, dated as of March 1, 2021 and as to which an executed version is attached hereto as Exhibit 4.1 (the “Pooling and Servicing Agreement”), among Barclays Commercial Mortgage Securities LLC, as depositor (the “Registrant”), 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, of BBCMS Mortgage Trust 2021-C9, Commercial Mortgage Pass-Through Certificates, Series 2021-C9 (the “Certificates”).
Each of several Mortgage Loans that are among the assets of the Issuing Entity are 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 Mortgage Loan | Intercreditor Agreement | Non-Serviced PSA (if any) |
| The Atlantic | 4.4 | N/A(1) |
| MGM Grand & Mandalay Bay | 4.5 | 4.2 |
| Crescent Gateway | 4.6 | N/A |
| Seaport Homes | 4.7 | N/A(1) |
| McCarthy Ranch | 4.8 | 4.3 |
(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.
Midland Loan Services, a Division of PNC Bank, National Association has appointed KeyBank National Association as a subservicer with respect to seven (7) Mortgage Loans, representing approximately 8.6% of the initial pool balance, pursuant to that certain Primary Servicing Agreement, dated as of March 1, 2021 and attached hereto as Exhibit 4.9, by and between Midland National Association, a Division of PNC Bank, National Association, as master servicer, and KeyBank National Association, as primary servicer, the terms of which agreement are described in the Depositor’s Prospectus dated February 18, 2021 and as filed with the Securities and Exchange Commission on March 10, 2020 (the “Prospectus”) under “Transaction Parties—The Primary Servicer—Summary of KeyBank Primary Servicing Agreement”.
The Certificates consist of the following classes, designated as (i) Class A-1, Class A-2, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class B and Class C Certificates
(collectively, the “Public Certificates”) and (ii) Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class J-RR, Class K-RR, Class S and Class R Certificates (the “Private Certificates”).
The Public Certificates, having an aggregate initial principal amount of $692,608,000, were sold to Barclays Capital Inc. (“Barclays”), SG Americas Securities, LLC (“SGAS”), KeyBanc Capital Markets Inc. (“KeyBanc”), Bancroft Capital, LLC (“Bancroft”) and Academy Securities, Inc. (“Academy” and, together in such capacity with Barclays, SGAS, KeyBanc and Bancroft, the “Underwriters”), pursuant to the underwriting agreement, dated as of February 17, 2020 and as to which an executed version is attached hereto as Exhibit 1.1, between the Registrant, Barclays Capital Holdings Inc. (“BCHI”) and the Underwriters.
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 March 10, 2021, the Registrant also sold the Private Certificates, having an aggregate initial principal amount of $101,212,305, to Barclays, SGAS, KeyBanc, Bancroft and Academy (collectively in such capacity, the “Initial Purchasers”), pursuant to a certificate purchase agreement, dated as of February 17, 2021, between the Registrant, BCHI and the Initial Purchasers. 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 Certificates represent, in the aggregate, the entire beneficial ownership in BBCMS Mortgage Trust 2021-C9 (the “Issuing Entity”), a common law trust fund formed on March 10, 2021 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 57 commercial, multifamily and/or manufactured housing community mortgage loans (the “Mortgage Loans”). The Mortgage Loans were acquired by the Registrant from (i) Barclays Capital Real Estate Inc. (“BCRE”) pursuant to a Mortgage Loan Purchase Agreement, attached hereto as Exhibit 99.1 and dated and effective as of February 17, 2021, among the Registrant, BCHI and BCRE (the “Barclays Mortgage Loan Purchase Agreement”), (ii) LMF Commercial, LLC (“LMF”) pursuant to a Mortgage Loan Purchase Agreement, attached hereto as Exhibit 99.2 and dated and effective as of February 17, 2021, between the Registrant and LMF, (iii) BSPRT CMBS Finance, LLC (“BSP”) pursuant to a Mortgage Loan Purchase Agreement, attached hereto as Exhibit 99.3 and dated and effective as of February 17, 2021, among the Registrant, BSP and Benefit Street Partners Realty Trust, Inc., (iv) Societe Generale Financial Corporation (“SGFC”) pursuant to a Mortgage Loan Purchase Agreement, attached hereto as Exhibit 99.4 and dated and effective as of February 17, 2021, among the Registrant, Société Générale and SGFC, (v) Starwood Mortgage Capital LLC (“Starwood”) pursuant to a Mortgage Loan Purchase Agreement, attached hereto as Exhibit 99.5 and dated and effective as of February 17, 2021, between the Registrant and Starwood and (vi) KeyBank National Association (“KeyBank”) pursuant to a Mortgage Loan Purchase Agreement, attached hereto as Exhibit 99.6 and dated and effective as of February 17, 2021, between the Registrant and KeyBank.
The funds used by the Registrant to pay the purchase price for the Mortgage Loans were derived in part from the proceeds from the (i) sale of the Public Certificates by the Registrant to the Underwriters, pursuant to the Underwriting Agreement and (ii) the sale of the Private Certificates by the Registrant to 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 18, 2021 and as filed with the Securities and Exchange Commission on March 10, 2021. In connection with such Prospectus, the Chief Executive Officer of the Registrant has provided the certification attached hereto as Exhibit 36.1 and dated as of February 18, 2021.
On March 10, 2021, the Registrant sold all of the Public Certificates, having an aggregate certificate principal amount of $692,608,000. The net proceeds of the offering to the Registrant of the issuance of the Certificates, after deducting expenses payable by the Registrant of $5,407,989.06, were approximately $838,486,431.35. Of the expenses paid by the Registrant, approximately $1,086,806 were paid directly to affiliates of the Registrant, $50,000 in the form of fees were paid to the Underwriters, $125,000 were paid to or for the Underwriters and $5,149,044.97 were other expenses. All of the foregoing expense amounts are the Depositor’s reasonable estimates of such expenses. The related registration statement (file no. 333-226850) was originally declared effective on September 25, 2018.
Credit Risk Retention
BCRE, in its capacity as retaining sponsor, is satisfying its credit risk retention obligation under Regulation RR, 12 C.F.R. Part 244 (the “Risk Retention Rule”) in connection with the securitization of the Mortgage Loans referred to above by the purchase on the Closing Date and holding by KKR CMBS II Aggregator Type 2 L.P., acting as a third-party purchaser under the Risk Retention Rule, of the Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class J-RR and Class K-RR Certificates (the “HRR Certificates”).
The HRR Certificates constitute an “eligible horizontal residual interest” (as defined in the Risk Retention Rule) that represents approximately 5.0064% of the fair value of all Classes of Principal Balance Certificates, based on actual sale prices and finalized tranche sizes) pursuant to the Certificate Purchase Agreement. If the Retaining Sponsor had relied solely on retaining an “eligible horizontal residual interest” in order to meet the credit risk retention requirements of the Risk Retention Rule with respect to this securitization transaction, it would have retained an eligible horizontal residual interest with an aggregate fair value dollar amount of approximately $42,194,721, representing 5.0% of the aggregate fair value, as of the Closing Date, of all Classes of Certificates, excluding accrued interest.
There are no material differences between (a) the valuation methodology or any of the key inputs and assumptions that were used in calculating the fair value or range of fair values disclosed in the preliminary prospectus dated February 11, 2021 and as filed with the Securities and Exchange Commission on February 11, 2021 under the heading “Credit Risk Retention” prior to the pricing of the certificates and (b) the valuation methodology or the key inputs and assumptions that were used in calculating the fair value set forth above in this paragraph.
| Item 9.01. | Financial Statements, Pro Forma Financial Information and Exhibits. |
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| (c) | Exhibits |
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| Exhibit No. | Description |
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| Exhibit 1.1 | Underwriting Agreement, dated as of February 17, 2021, among Barclays Commercial Mortgage Securities LLC, as depositor, Barclays Capital Inc., SG Americas Securities, LLC, KeyBanc Capital Markets Inc., Bancroft Capital, LLC and Academy Securities, Inc., as underwriters, and Barclays Capital Holdings Inc. |
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| Exhibit 4.1 | Pooling and Servicing Agreement, dated as of March 1, 2021, among Barclays Commercial Mortgage Securities LLC, 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 trustee and as certificate administrator, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer. |
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| Exhibit 4.2 | Trust and Servicing Agreement, dated as of May 5, 2020, by and among Citigroup Commercial Mortgage Securities Inc., as depositor, KeyBank National Association, as servicer, Situs Holdings, LLC, as special servicer, Wilmington Trust, National Association, as trustee, and Citibank, N.A., as certificate administrator. |
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| Exhibit 4.3 | Pooling and Servicing Agreement, dated as of February 1, 2020, between Morgan Stanley Capital I Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Wells Fargo Bank, National Association, as trustee and as certificate administrator, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer. |
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| Exhibit 4.4 | Agreement Between Note Holders, dated as of February 17, 2021, by and among Societe Generale Financial Corporation, 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 and Initial Note A-6 Holder. |
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| Exhibit 4.5 | Amended and Restated Agreement Between Noteholders, dated as of July 23, 2020, by and between Wilmington Trust, National Association, as Initial Noteholder of Note A-1, Note A-2, Note A-3, Note A-4, Note B-1-A, Note B-2-A, Note B-3-A, Note B-4-A, Note B-1-B, Note B-2-B, Note B-3-B, Note B-4-B, Note C-1, Note C-2, Note C-3 and Note C-4, Citi Real Estate Funding Inc., as Initial Noteholder of Note A-5, Note A-9, Note B-5-A, Note B-9-A and Note B-5-B, Barclays Capital Real Estate Inc., as Initial Noteholder of Note A-6, Note B-6-A and Note B-6-B, German American Capital Corporation, as Initial Noteholder of Note A-7, Note B-7-A and Note B-7-B, Societe Generale Financial Corporation, as Initial Noteholder of Note A-8, Note A-12, Note B-8-A, Note B-12-A and Note B-8-B, Barclays Bank PLC, as Initial Noteholder of Note A-10 and Note B-10-A, Deutsche Bank AG, New York Branch, as Initial Noteholder of Note A-11 and Note B-11-A, and Citibank, N.A., as Initial Agent. |
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| Exhibit 4.6 | Co-Lender Agreement, dated as of March 10, 2021, by and between BSPRT CMBS Finance, LLC, as Note A-1 Holder and BSPRT CMBS Finance, LLC, as Note A-2 Holder. |
| Exhibit 4.7 | Co-Lender Agreement, dated as of March 10, 2021, by and between BSPRT CMBS Finance, LLC, as Note A-1 Holder and BSPRT CMBS Finance, LLC, as Note A-2 Holder. |
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| Exhibit 4.8 | Co-Lender Agreement, dated as of January 24, 2020, by and between Starwood Mortgage Capital LLC, as Initial Note A-1 Holder and Starwood Mortgage Capital LLC, as Initial Note A-2 Holder. |
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| Exhibit 4.9 | Primary Servicing Agreement, dated as of March 1, 2021, between Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, and KeyBank National Association, as primary servicer. |
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| Exhibit 5 | Legality Opinion of Cadwalader, Wickersham & Taft LLP, dated March 10, 2021. |
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| Exhibit 8 | Tax Opinion of Cadwalader, Wickersham & Taft LLP, dated March 10, 2021 (included as part of Exhibit 5). |
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| Exhibit 23 | Consent of Cadwalader, Wickersham & Taft LLP (included as part of Exhibit 5). |
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| Exhibit 36.1 | Depositor’s Certification for Shelf Offerings of Asset-Backed Securities in respect of that certain Prospectus dated February 18, 2021. |
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| Exhibit 99.1 | Mortgage Loan Purchase Agreement, dated as of February 17, 2021, among Barclays Capital Real Estate Inc., as seller, Barclays Capital Holdings Inc., and Barclays Commercial Mortgage Securities LLC, as purchaser. |
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| Exhibit 99.2 | Mortgage Loan Purchase Agreement, dated as of February 17, 2021, between LMF Commercial, as seller, and Barclays Commercial Mortgage Securities LLC, as purchaser. |
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| Exhibit 99.3 | Mortgage Loan Purchase Agreement, dated as of February 17, 2021, among BSPRT CMBS Finance, LLC, as seller, Benefit Street Partners Realty Trust, Inc., and Barclays Commercial Mortgage Securities LLC, as purchaser. |
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| Exhibit 99.4 | Mortgage Loan Purchase Agreement, dated as of February 17, 2021, among Societe Generale Financial Corporation, as seller, Société Générale, and Barclays Commercial Mortgage Securities LLC, as purchaser. |
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| Exhibit 99.5 | Mortgage Loan Purchase Agreement, dated as of February 17, 2021, between Starwood Mortgage Capital LLC, as seller, and Barclays Commercial Mortgage Securities LLC, as purchaser. |
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| Exhibit 99.6 | Mortgage Loan Purchase Agreement, dated as of February 17, 2021, between KeyBank National Association, as seller, and Barclays Commercial Mortgage Securities LLC, as purchaser. |
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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: March 10, 2021 | Barclays Commercial Mortgage Securities LLC |
| | (Registrant) |
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| | By: | /s/ Daniel Vinson |
| | | Name: Daniel Vinson |
| | | Title: Chief Executive Officer |
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