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 20, 2021
(Date of earliest event reported)
BANK 2021-BNK33
(Central Index Key Number 0001858865)
(Exact name of issuing entity)
Bank of America, National Association
(Central Index Key Number 0001102113)
Wells Fargo Bank, National Association
(Central Index Key Number 0000740906)
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 | 333-228375-06 | 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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading
Symbol(s) | Name of each exchange on which registered |
| | | |
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).
| 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 or about May 20, 2021, a series of mortgage pass-through certificates, entitled Commercial Mortgage Pass-Through Certificates, Series 2021-BNK33 (the “Certificates”), is expected to be issued by BANK 2021-BNK33, a New York common law trust (the “Issuing Entity”), pursuant to a Pooling and Servicing Agreement, attached hereto as Exhibit 4.1 and dated and effective as of May 1, 2021 (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, 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 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) |
| Miami Design District | 4.5(1) | N/A |
| Equus Industrial Portfolio | 4.6 | N/A(2) |
| 261-275 Amsterdam Avenue | 4.7 | N/A |
| 909 Third Avenue | 4.8 | 4.2 |
| Pathline Park 9 & 10 | 4.9 | 4.3 |
| Extra Space Rock ‘N Roll Self Storage Portfolio | 4.10 | 4.3 |
| Grace Building | 4.11 | 4.4 |
| (1) | The pending amendment to the Miami Design District Intercreditor Agreement that was referred to under the heading “DESCRIPTION OF THE MORTGAGE POOL—The Whole Loans—The Miami Design District Pari Passu-A/B Whole Loan—Application of Payments” in the Prospectus referred to below was completed before the closing date, and Exhibit 4.5 is the Miami Design District Intercreditor Agreement as so amended. |
| (2) | The subject whole loan will be serviced under the Pooling and Servicing Agreement 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-3, Class A-SB, Class A-4, Class A-4-1, Class A-4-2, Class A-4-X1, Class A-4-X2, Class A-5, Class A-5-1, Class A-5-2, Class A-5-X1, Class A-5-X2, Class X-A, Class X-B, Class A-S, Class A-S-1, Class A-S-2, Class A-S-X1, Class A-S-X2, Class B, Class B-1, Class B-2, Class B-X1, Class B-X2, Class C, Class C-1, Class C-2, Class C-X1 and Class C-X2 Certificates (collectively, the “Publicly Offered Certificates”), (ii) the Class X-D, Class X-F, Class X-G, Class X-H, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificates (collectively, the “Privately Offered Certificates”), and (iii) the RR Interest.
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 20, 2021 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-eight (68) fixed rate mortgage loans (the “Mortgage Loans”) secured by first liens on one hundred forty-three (143) commercial, multifamily, manufactured housing and/or residential cooperative properties. 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 7, 2021, between the Registrant and BANA, an executed version of which is attached hereto as Exhibit 99.1; 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 7, 2021, between the Registrant and WFB, an executed version of which is attached hereto as Exhibit 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 December 11, 2019, between the Registrant and MSMCH, an executed version of which is attached hereto as Exhibit 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 December 11, 2019, between the Registrant and NCB, an executed version of which is attached hereto as Exhibit 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 BofA Securities, Inc. (“BOAS”), Wells Fargo Securities, LLC (“WFS”), Morgan Stanley & Co. LLC (“Morgan Stanley”), Academy Securities, Inc. (“Academy”) and Drexel Hamilton, LLC (“Drexel”) pursuant to an Underwriting Agreement, dated as of May 7, 2021, among the Registrant, as depositor, BOAS, WFS, Morgan Stanley, Academy and Drexel, as underwriters, and BANA, an executed version of which is attached hereto as Exhibit 1.1, (ii) the sale of the Privately Offered Certificates by the Registrant to BOAS, WFS, Morgan Stanley, Academy and Drexel pursuant to a Certificate Purchase Agreement, dated as of May 7, 2021, among the Registrant, as depositor, BOAS, WFS, Morgan Stanley, Academy 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 $50,247,484.17, 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 7, 2021, between the Registrant and the Retaining Parties. The RR Interest was sold in transactions 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 10, 2021 and as filed with the Securities and Exchange Commission on May 20, 2021 (the “Prospectus”). In connection with such Prospectus, the Chief Executive Officer of the Registrant has provided the certification attached hereto as Exhibit 36.1 and dated May 10, 2021.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description |
| Exhibit 1.1 | Underwriting Agreement, dated as of May 7, 2021, among Banc of America Merrill Lynch Commercial Mortgage Inc., as depositor, BofA Securities, Inc., Wells Fargo Securities, LLC, Morgan Stanley & Co. LLC, Academy Securities, Inc. 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, 2021, between Banc of America Merrill Lynch Commercial Mortgage 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 Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer. |
| Exhibit 4.2 | Trust and Servicing Agreement, dated as of April 6, 2021, among Citigroup Commercial Mortgage Securities Inc., as depositor, KeyBank National Association, as servicer, KeyBank National Association, as special servicer, Wilmington Trust, National Association, as trustee, and Citibank, N.A., as certificate administrator. |
| Exhibit 4.3 | Pooling and Servicing Agreement, dated and effective as of March 1, 2021, between Morgan Stanley Capital I 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 Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer. |
| Exhibit 4.4 | Trust and Servicing Agreement, dated as of November 18, 2020, among Banc of America Merrill Lynch Large Loan, Inc., as depositor, Wells Fargo Bank, National Association, as servicer, Situs Holdings, LLC, as special servicer, Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association, as certificate administrator, as paying agent and as custodian, and Park Bridge Lender Services LLC, as operating advisor. |
| Exhibit 4.5 | The Miami Design District Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). |
| Exhibit 4.6 | The Equus Industrial Portfolio Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). |
| Exhibit 4.7 | The 261-275 Amsterdam Avenue Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). |
| Exhibit 4.8 | The 909 Third Avenue Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). |
| Exhibit 4.9 | The Pathline Park 9 & 10 Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). |
| Exhibit 4.10 | The Extra Space Rock ‘N Roll Self Storage Portfolio Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). |
| Exhibit 4.11 | The Grace Building 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 10, 2021, which such certification is dated May 10, 2021. |
| Exhibit 99.1 | Mortgage Loan Purchase Agreement, dated and effective as of May 7, 2021, between Bank of America, 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 7, 2021, between Wells Fargo Bank, 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 7, 2021, between Morgan Stanley Mortgage Capital Holdings LLC, as seller, and Banc of America Merrill Lynch Commercial Mortgage Inc., as purchaser. |
| Exhibit 99.4 | Mortgage Loan Purchase Agreement, dated and effective as of May 7, 2021, between National Cooperative Bank, N.A., 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 20, 2021 | 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 7, 2021, among Banc of America Merrill Lynch Commercial Mortgage Inc., as depositor, BofA Securities, Inc., Wells Fargo Securities, LLC, Morgan Stanley & Co. LLC, Academy Securities, Inc. 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, 2021, between Banc of America Merrill Lynch Commercial Mortgage 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 Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer. | (E) |
| 4.2 | | Trust and Servicing Agreement, dated as of April 6, 2021, among Citigroup Commercial Mortgage Securities Inc., as depositor, KeyBank National Association, as servicer, KeyBank National Association, as special servicer, Wilmington Trust, National Association, as trustee, and Citibank, N.A., as certificate administrator. | (E) |
| 4.3 | | Pooling and Servicing Agreement, dated and effective as of March 1, 2021, between Morgan Stanley Capital I 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 Park Bridge Lender Services 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) |
| 4.4 | | Trust and Servicing Agreement, dated as of November 18, 2020, among Banc of America Merrill Lynch Large Loan, Inc., as depositor, Wells Fargo Bank, National Association, as servicer, Situs Holdings, LLC, as special servicer, Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association, as certificate administrator, as paying agent and as custodian, and Park Bridge Lender Services LLC, as operating advisor. | (E) |
| 4.5 | | The Miami Design District Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). | (E) |
| 4.6 | | The Equus Industrial Portfolio Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). | (E) |
| 4.7 | | The 261-275 Amsterdam Avenue Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). | (E) |
| 4.8 | | The 909 Third Avenue Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). | (E) |
| 4.9 | | The Pathline Park 9 & 10 Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). | (E) |
| 4.10 | | The Extra Space Rock ‘N Roll Self Storage Portfolio Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). | (E) |
| 4.11 | | The Grace Building 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 10, 2021, which such certification is dated May 10, 2021. | (E) |
Item 601(a) of Regulation S-K
Exhibit No. | | Description | Paper (P) or Electronic (E) |
| 99.1 | | Mortgage Loan Purchase Agreement, dated and effective as of May 7, 2021, between Bank of America, 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 7, 2021, between Wells Fargo Bank, National Association, as seller, and Banc of America Merrill Lynch Commercial Mortgage Inc., as purchaser. | (E) |
| 99.3 | | Mortgage Loan Purchase Agreement, dated and effective as of May 7, 2021, 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 7, 2021, between National Cooperative Bank, N.A., as seller, and Banc of America Merrill Lynch Commercial Mortgage Inc., as purchaser. | (E) |
