UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 10, 2022
Central Index Key Number of the issuing entity: 0001907569
BANK 2022-BNK40
(Exact name of Issuing Entity)
Central Index Key Number of the depositor: 0000850779
Wells Fargo Commercial Mortgage Securities, Inc.
(Exact Name of Registrant as Specified in its Charter)
Central Index Key Number of the sponsor: 0000740906
Wells Fargo Bank, National Association
Central Index Key Number of the sponsor: 0001541557
Morgan Stanley Mortgage Capital Holdings LLC
Central Index Key Number of the sponsor: 0001102113
Bank of America, National Association
Central Index Key Number of the sponsor: 0001577313
National Cooperative Bank, N.A.
(Exact Names of the Sponsors as Specified in their Charters)
| North Carolina | 333-257991-03 | 56-1643598 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. 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 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 March 10, 2022, Wells Fargo Commercial Mortgage Securities, Inc. (the “Registrant”) caused the issuance of the BANK 2022-BNK40, Commercial Mortgage Pass-Through Certificates, Series 2022-BNK40 (the “Certificates”), pursuant to a Pooling and Servicing Agreement, attached hereto as Exhibit 4.1 and dated and effective as of March 1, 2022 (the “Pooling and Servicing Agreement”), between the Registrant, as depositor, Wells Fargo Bank, National Association, as general master servicer, CWCapital Asset Management LLC, as general special servicer, National Cooperative Bank, N.A., as NCB master servicer and as NCB special servicer, Computershare Trust Company, N.A., as certificate administrator, Wilmington Trust, National Association, as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement.
The Certificates consist of the following 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 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-HJ, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (collectively, the “Privately Offered Certificates”) and (iii) the RR Interest.
The Certificates represent, in the aggregate, the entire beneficial ownership in the Issuing Entity, a common law trust to be formed on or about March 10, 2022 under the laws of the State of New York pursuant to the Pooling and Servicing Agreement. The Issuing Entity’s primary assets will be a pool of seventy (70) commercial and multifamily mortgage loans (the “Mortgage Loans”). Certain of the Mortgage Loans were acquired by the Registrant from Wells Fargo Bank, National Association (“Wells Fargo”) pursuant to a Mortgage Loan Purchase Agreement, attached hereto as Exhibit 99.1 and dated and effective as of February 25, 2022, between the Registrant and Wells Fargo; certain of the Mortgage Loans were acquired by the Registrant from Morgan Stanley Mortgage Capital Holdings LLC (“MSMCH”) pursuant to a Mortgage Loan Purchase Agreement, attached hereto as Exhibit 99.2 and dated and effective as of February 25, 2022, between the Registrant and MSMCH; certain of the Mortgage Loans were acquired by the Registrant from Bank of America, National Association (“BANA”) pursuant to a Mortgage Loan Purchase Agreement, attached hereto as Exhibit 99.3 and dated and effective as of February 25, 2022, between the Registrant and BANA; and certain of the Mortgage Loans were acquired by the Registrant from National Cooperative Bank, N.A. (“NCB”) pursuant to a Mortgage Loan Purchase Agreement, attached hereto as Exhibit 99.4 and dated and effective as of February 25, 2022, between the Registrant and NCB.
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 Mortgage Loan/Whole Loan | Intercreditor
Agreement | Non-Serviced PSA (if any) |
| 601 Lexington Avenue | Exhibit 99.8 | Exhibit 99.5 |
| Journal Squared Tower 2 | Exhibit 99.9 | Exhibit 99.6 |
| Life Science Office Portfolio | Exhibit 99.10 | N/A |
| UCI Research Park Phases 12 & 13 | Exhibit 99.11 | N/A |
| Silver Sands Premium Outlets | Exhibit 99.12 | N/A |
| 333 River Street | Exhibit 99.13 | Exhibit 99.7 |
| Midtown Square | Exhibit 99.14 | N/A |
| GS Foods Portfolio | Exhibit 99.15 | N/A |
The funds used by the Registrant to pay the purchase price for the Mortgage Loans were derived from the proceeds of (i) the sale of the Publicly Offered Certificates by the Registrant to Wells Fargo Securities, LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc., Academy Securities, Inc., Drexel Hamilton, LLC and Siebert Williams Shank & Co., LLC (collectively, the “Dealers”), pursuant to an Underwriting Agreement, attached hereto as Exhibit 1.1 and dated as of February 25, 2022, between the Registrant, the Dealers, as underwriters, and Wells Fargo, (ii) the sale of the Privately Offered Certificates by the Registrant to the Dealers, pursuant to a Certificate Purchase Agreement, dated as of February 25, 2022, between the Registrant, the Dealers, as initial purchasers, and Wells Fargo, and (iii) the transfer of the RR Interest by the Registrant to Wells Fargo, BANA and Morgan Stanley Bank, N.A. (in such capacity, the “Retaining Parties”), pursuant to an RR Interest Transfer Agreement, dated as of February 28, 2022, between the Registrant and the Retaining Parties. Only the Publicly Offered Certificates were offered to the public. The Privately Offered Certificates and the RR Interest were sold and transferred, as applicable, in transactions exempt from registration under the Securities Act of 1933, as amended.
The Publicly Offered Certificates and the Mortgage Loans are more particularly described in the Prospectus (the “Prospectus”) dated February 28, 2022 and filed with the Securities and Exchange Commission on March 10, 2022. 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 the date of the Prospectus.
The Registrant sold all of the Publicly Offered Certificates, having an aggregate certificate balance of $999,012,000, on March 10, 2022. 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 $7,329,077, were approximately $1,011,961,940. Of the expenses paid by the Registrant, approximately $29,800 were paid directly to affiliates of the Registrant, $1,505,320 in the form of fees were paid to the Underwriters, $479,634 were paid to or for the Underwriters and $5,314,323 were other expenses. All of the foregoing expense amounts are the Registrant’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. The Registrant also sold to the Initial Purchasers on such date the Privately Offered Certificates, having an aggregate certificate balance of $115,646,001, and transferred to the Retaining Parties the RR Interest, having a certificate balance of $58,666,210.61, in each case, in private placement transactions exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) of the Act. Further information regarding such sales (including, as to the price per class of Publicly Offered Certificates) is available in the Underwriting Agreement attached as Exhibit 1.1 hereto and in the Prospectus referred to above. The related registration statement (file no. 333-257991) was originally declared effective on October 15, 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 hereto as Exhibits 5.1, 8.1 and 23.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| 1.1 | Underwriting Agreement, dated as of February 25, 2022, between Wells Fargo Commercial Mortgage Securities, Inc., Wells Fargo Bank, National Association, Wells Fargo Securities, LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc., Academy Securities, Inc., Drexel Hamilton, LLC and Siebert Williams Shank & Co., LLC. |
| 4.1 | Pooling and Servicing Agreement, dated and effective as of March 1, 2022, among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer, CWCapital Asset Management LLC, as general special servicer, National Cooperative Bank, N.A., as NCB master servicer and as NCB special servicer, Computershare Trust Company, N.A., as certificate administrator, Wilmington Trust, National Association, as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer. |
| 99.5 | Trust and Servicing Agreement, dated and effective as of December 29, 2021, between Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as servicer, Situs Holdings, LLC, as special servicer, and Computershare Trust Company, N.A., as certificate administrator and trustee, relating to the issuance of the BXP Trust 2021-601L, Commercial Mortgage Pass-Through Certificates, Series 2021-601L. |
| 99.6 | Trust and Servicing Agreement, dated and effective as of January 27, 2022, between Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as servicer, Situs Holdings, LLC, as special servicer, Computershare Trust Company, N.A., as certificate administrator and trustee, and Park Bridge Lender Services LLC, as operating advisor, relating to the issuance of the Wells Fargo Commercial Mortgage Trust 2022-JS2, Commercial Mortgage Pass-Through Certificates, Series 2022-JS2. |
| | | 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, N.A., as certificate administrator, Wilmington Trust, National Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, relating to the issuance of the BANK 2022-BNK39 Commercial Mortgage Pass-Through Certificates, Series 2022-BNK39. |
| 99.8 | Co-Lender Agreement, dated as of December 29, 2021, by and between Wells Fargo Bank, National Association, as initial note holder of note A-1-S1, note A-1-C1, note A-1-C2, note A-1-C3, note A-1-C4 and note B-1), DBR Investments Co. Limited, as initial note holder of note A-2-S1, note A-2-C1, note A-2-C2, note A-2-C3, note A-2-C4 and note B-2, Morgan Stanley Bank, National Association, as initial note holder of note A-3-S1, note A-3-C1, note A-3-C2, note A-3-C3, note A-3-C4 and note B-3, and Citi Real Estate Funding Inc., as initial note holder of note A-4-S1, note A-4-C1, note A-4-C2, note A-4-C3, note A-4-C4 and note B-4, relating to the 601 Lexington Avenue Whole Loan. |
| 99.9 | Co-Lender Agreement, dated as of November 30, 2021, by and among Wells Fargo Bank, National Association, as initial note holder of note A-1 and note B, Wells Fargo Bank, National Association, as initial note holder of note A-2, Wells Fargo Bank, National Association, as initial note holder of note A-3, and Wells Fargo Bank, National Association, as initial note holder of note A-4, relating to the Journal Squared Tower 2 Whole Loan. |
| 99.10 | Agreement Between Note Holders, dated as of February 10, 2022, by and between Wells Fargo Bank, National Association, as initial note A-1-1 holder, Wells Fargo Bank, National Association, as initial note A-1-2 holder, Bank of America, National Association, as initial note A-2 holder, and Bank of America, National Association, as initial note A-3 holder, relating to the Life Science Office Portfolio Whole Loan. |
| 99.13 | Agreement Between Note Holders, dated as of February 10, 2022, by and between Morgan Stanley Bank, N.A., as initial A-1 holder, Morgan Stanley Bank, N.A., as initial note A-2 holder, and Morgan Stanley Mortgage Capital Holdings LLC, as initial agent, relating to the 333 River Street Whole Loan. |
| 99.14 | Agreement Between Note Holders, dated as of March 10, 2022, by and between Morgan Stanley Bank, N.A., as initial A-1 holder, Morgan Stanley Bank, N.A., as initial note A-2 holder, and Morgan Stanley Mortgage Capital Holdings LLC, as initial agent, relating to the Midtown Square Whole Loan. |
SIGNATURES
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.
| | WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC. |
| | |
| | By: | /s/ Anthony J. Sfarra |
| | Name: | Anthony J. Sfarra |
| | Title: | President |
| | | | |
Dated: March 10, 2022
Exhibit Index
| Exhibit No. | Description |
| | |
| 1.1 | Underwriting Agreement, dated as of February 25, 2022, between Wells Fargo Commercial Mortgage Securities, Inc., Wells Fargo Bank, National Association, Wells Fargo Securities, LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc., Academy Securities, Inc., Drexel Hamilton, LLC and Siebert Williams Shank & Co., LLC. |
| 4.1 | Pooling and Servicing Agreement, dated and effective as of March 1, 2022, among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer, CWCapital Asset Management LLC, as general special servicer, National Cooperative Bank, N.A., as NCB master servicer and as NCB special servicer, Computershare Trust Company, N.A., as certificate administrator, Wilmington Trust, National Association, as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer. |
| | |
| 5.1 | Legality Opinion of Sidley Austin LLP, dated March 10, 2022. |
| 8.1 | Tax Opinion of Sidley Austin LLP, dated March 10, 2022 (included as part of Exhibit 5.1). |
| | |
| 23.1 | Consent of Sidley Austin LLP (included as part of Exhibit 5.1). |
| 36.1 | Depositor’s Certification for Shelf Offerings of Asset-Backed Securities in respect of that certain Prospectus dated February 28, 2022. |
| 99.1 | Mortgage Loan Purchase Agreement, dated and effective as of February 25, 2022, between Wells Fargo Commercial Mortgage Securities, Inc. and Wells Fargo Bank, National Association. |
| 99.2 | Mortgage Loan Purchase Agreement, dated and effective as of February 25, 2022, between Wells Fargo Commercial Mortgage Securities, Inc. and Morgan Stanley Mortgage Capital Holdings LLC. |
| 99.3 | Mortgage Loan Purchase Agreement, dated and effective as of February 25, 2022, between Wells Fargo Commercial Mortgage Securities, Inc. and Bank of America, National Association. |
| 99.4 | Mortgage Loan Purchase Agreement, dated and effective as of February 25, 2022, between Wells Fargo Commercial Mortgage Securities, Inc. and National Cooperative Bank, N.A. |
| 99.5 | Trust and Servicing Agreement, dated and effective as of December 29, 2021, between Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as servicer, Situs Holdings, LLC, as special servicer, and Computershare Trust Company, N.A., as certificate administrator and trustee, relating to the issuance of the BXP Trust 2021-601L, Commercial Mortgage Pass-Through Certificates, Series 2021-601L. |
| 99.6 | Trust and Servicing Agreement, dated and effective as of January 27, 2022, between Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as servicer, Situs Holdings, LLC, as special servicer, Computershare Trust Company, N.A., as certificate administrator and trustee, and Park Bridge Lender Services LLC, as operating advisor, relating to the issuance of the Wells Fargo Commercial Mortgage Trust 2022-JS2, Commercial Mortgage Pass-Through Certificates, Series 2022-JS2. |
| 99.7 | Pooling and Servicing Agreement, dated as of February 1, 2022, between Banc of America Merrill Lynch Commercial Mortgage Inc., 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, N.A., as certificate administrator, Wilmington Trust, National Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, relating to the issuance of the BANK 2022-BNK39 Commercial Mortgage Pass-Through Certificates, Series 2022-BNK39. |
| 99.8 | Co-Lender Agreement, dated as of December 29, 2021, by and between Wells Fargo Bank, National Association, as initial note holder of note A-1-S1, note A-1-C1, note A-1-C2, note A-1-C3, note A-1-C4 and note B-1), DBR Investments Co. Limited, as initial note holder of note A-2-S1, note A-2-C1, note A-2-C2, note A-2-C3, note A-2-C4 and note B-2, Morgan Stanley Bank, National Association, as initial note holder of note A-3-S1, note A-3-C1, note A-3-C2, note A-3-C3, note A-3-C4 and note B-3, and Citi Real Estate Funding Inc., as initial note holder of note A-4-S1, note A-4-C1, note A-4-C2, note A-4-C3, note A-4-C4 and note B-4, relating to the 601 Lexington Avenue Whole Loan. |
| 99.9 | Co-Lender Agreement, dated as of November 30, 2021, by and among Wells Fargo Bank, National Association, as initial note holder of note A-1 and note B, Wells Fargo Bank, National Association, as initial note holder of note A-2, Wells Fargo Bank, National Association, as initial note holder of note A-3, and Wells Fargo Bank, National Association, as initial note holder of note A-4, relating to the Journal Squared Tower 2 Whole Loan. |
| 99.10 | Agreement Between Note Holders, dated as of February 10, 2022, by and between Wells Fargo Bank, National Association, as initial note A-1-1 holder, Wells Fargo Bank, National Association, as initial note A-1-2 holder, Bank of America, National Association, as initial note A-2 holder, and Bank of America, National Association, as initial note A-3 holder, relating to the Life Science Office Portfolio Whole Loan. |
| 99.11 | Agreement Between Note Holders, dated as of February 4, 2022, by and between Bank of America, N.A., as initial note A-1 holder, and Bank of America, N.A., as initial note A-2 holder, relating to the UCI Research Park Phases 12 & 13 Whole Loan. |
| 99.12 | Agreement Between Note Holders, dated as of February 10, 2022, by and between Bank of America, N.A., as initial note A-1 holder, and JPMorgan Chase Bank, National Association, as initial note A-2 holder, relating to the Silver Sands Premium Outlets Whole Loan. |
| 99.13 | Agreement Between Note Holders, dated as of February 10, 2022, by and between Morgan Stanley Bank, N.A., as initial A-1 holder, Morgan Stanley Bank, N.A., as initial note A-2 holder, and Morgan Stanley Mortgage Capital Holdings LLC, as initial agent, relating to the 333 River Street Whole Loan. |
| 99.14 | Agreement Between Note Holders, dated as of March 10, 2022, by and between Morgan Stanley Bank, N.A., as initial A-1 holder, Morgan Stanley Bank, N.A., as initial note A-2 holder, and Morgan Stanley Mortgage Capital Holdings LLC, as initial agent, relating to the Midtown Square Whole Loan. |
| 99.15 | Agreement Between Note Holders, dated as of March 10, 2022, by and between Wells Fargo Bank, National Association, as initial note A-1 holder, and Wells Fargo Bank, National Association, as initial note A-2 holder, relating to the GS Foods Portfolio Whole Loan. |
