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 10, 2022
(Date of earliest event reported)
BANK 2022-BNK39
(Central Index Key Number 0001902565)
(Exact name of issuing entity)
Morgan Stanley Mortgage Capital Holdings LLC
(Central Index Key Number 0001541557)
Wells Fargo Bank, National Association
(Central Index Key Number 0000740906)
Bank of America, National Association
(Central Index Key Number 0001102113)
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 | 333-261279-01 | 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).
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. ☐
Item 8.01. Other Events.
On February 10, 2022, Banc of America Merrill Lynch Commercial Mortgage Inc. (the “Registrant”) caused the issuance, pursuant to a Pooling and Servicing Agreement, dated and effective as of February 1, 2022 (the “Pooling and Servicing Agreement”), among the Registrant, as depositor, Wells Fargo Bank, National Association, as general master servicer, LNR Partners, LLC, as general special servicer, Situs Holdings, LLC, as excluded special servicer, National Cooperative Bank, N.A., as NCB master servicer and as NCB special servicer, Computershare Trust Company, 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 BANK 2022-BNK39, Commercial Mortgage Pass-Through Certificates, Series 2022-BNK39 (the “Certificates”). 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-3-1, Class A-3-2, Class A-3-X1, Class A-3-X2, Class A-4, Class A-4-1, Class A-4-2, Class A-4-X1, Class A-4-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 were sold to BofA Securities, Inc. (“BOAS”), Morgan Stanley & Co. LLC (“Morgan Stanley”), Wells Fargo Securities, LLC (“WFS”), Academy Securities, Inc. (“Academy”) and Drexel Hamilton, LLC (“Drexel”), as underwriters (collectively, in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, dated as of January 26, 2022, among the Registrant, Bank of America, National Association (“BANA”) and the Underwriters.
The Privately Offered Certificates were sold to BOAS, Morgan Stanley, WFS, Academy and Drexel, as initial purchasers (collectively, in such capacities, the “Initial Purchasers”), pursuant to a Certificate Purchase Agreement, dated as of January 26, 2022, among the Registrant, BANA and the Initial Purchasers. The Privately Offered Certificates were sold in transactions exempt from registration under the Securities Act of 1933, as amended.
The RR Interest was transferred by the Registrant to BANA, Morgan Stanley Bank, N.A. and Wells Fargo Bank, National Association in one or more transactions exempt from registration under the Securities Act of 1933, as amended.
The Certificates represent, in the aggregate, the entire beneficial ownership in BANK 2022-BNK39, a common law trust fund formed on February 10, 2022 under the laws of the State of New York pursuant to the Pooling and Servicing Agreement. The Issuing Entity’s primary assets are sixty-six (66) fixed rate mortgage loans (the “Mortgage Loans”) secured by first liens on ninety-six (96) commercial, multifamily, manufactured housing and/or residential cooperative properties. The net proceeds of the sale of the Certificates were applied to the purchase of the Mortgage Loans by the Registrant from BANA, Morgan Stanley Mortgage
Capital Holdings LLC, Wells Fargo Bank, National Association and National Cooperative Bank, N.A.
On February 10, 2022, the Registrant sold all of the Publicly Offered Certificates, having an aggregate certificate principal amount of $1,006,827,000. The net proceeds of the offering to the Registrant of the issuance of the Publicly Offered Certificates, after deducting expenses payable by the Registrant of $6,167,994, were approximately $1,056,450,301. Of the expenses paid by the Registrant, $5,060,648 were paid to or for the Underwriters and $1,107,345 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 Publicly Offered 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.
Further information regarding such sales has been previously provided on the Registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission (Filing Date: February 10, 2022) (including, as to the price per class of Publicly Offered Certificates, on Schedule I to the Underwriting Agreement filed as an exhibit thereto) and in the Prospectus, dated January 28, 2022 and as filed with the Securities and Exchange Commission on February 10, 2022. The related registration statement (file no. 333-261279) was originally declared effective on December 17, 2021.
In connection with the issuance and sale to the Underwriters of the Publicly Offered Certificates, a legal opinion was rendered related to the validity of, and certain federal income tax considerations relating to, the Publicly Offered Certificates, which legal opinion is attached as an exhibit to this report.
| Item 9.01. | Financial Statements and Exhibits. | |
| (d) | Exhibits | |
| Exhibit No. | Description | |
| Exhibit 5 | Legality Opinion of Cadwalader, Wickersham & Taft LLP, dated February 10, 2022. | |
| Exhibit 8 | Tax Opinion of Cadwalader, Wickersham & Taft LLP, dated February 10, 2022 (included as part of Exhibit 5). | |
| Exhibit 23 | Consent of Cadwalader, Wickersham & Taft LLP (included as part of Exhibit 5). | |
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 hereunto duly authorized.
| Date: February 10, 2022 | 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) | |
| 5 | Legality Opinion of Cadwalader, Wickersham & Taft LLP, dated February 10, 2022. | (E) | |
| 8 | Tax Opinion of Cadwalader, Wickersham & Taft LLP, dated February 10, 2022 (included as part of Exhibit 5). | (E) | |
| 23 | Consent of Cadwalader, Wickersham & Taft LLP (included as part of Exhibit 5). | (E) |
