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 (Date of earliest event reported) November 30, 2022
BMO 2022-C3 Mortgage Trust
(Exact name of issuing entity)
(Central Index Key number of issuing entity: 0001942599)
BMO Commercial Mortgage Securities LLC
(Exact name of the depositor as specified in its charter)
(Central Index Key number of depositor: 0001861132)
Bank of Montreal
(Central Index Key number: 0000927971)
Citi Real Estate Funding Inc.
(Central Index Key number 0001701238)
3650 Real Estate Investment Trust 2 LLC
(Central Index Key number: 0001840727)
LMF Commercial, LLC
(Central Index Key number: 0001592182)
UBS AG
(Central Index Key number 0001685185)
Sabal Capital II, LLC
(Central Index Key number: 0001942310)
ReadyCap Commercial, LLC
(Central Index Key number: 0001527590)
Sutherland Asset I, LLC
(Central Index Key number: 0001527590)
Starwood Mortgage Capital LLC
(Central Index Key number 0001548405)
(Exact name of sponsors as specified in their charters)
Delaware | 333-255934-03 | 86-2713125 |
(State or other jurisdiction of incorporation of depositor) | (Commission File Number of issuing entity) | (IRS Employer Identification No. of depositor) |
151 West 42nd Street New York, New York | 10036 | |
(Address of principal executive offices of depositor) | (Zip Code of depositor) |
Depositor’s telephone number, including area code (212) 885-4000
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)
[ ] 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 | ||
None |
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 1.01. | Entry into a Material Definitive Agreement. |
On October 7, 2022 (the “Closing Date”), BMO 2022-C3 Mortgage Trust (the “Issuing Entity”) issued the BMO 2022-C3 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C3, pursuant to a Pooling and Servicing Agreement, dated as of October 1, 2022 (the “Pooling and Servicing Agreement”), between BMO Commercial Mortgage Securities LLC, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and as special servicer, Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, and Computershare Trust Company, National Association, as certificate administrator and as trustee. The Pooling and Servicing Agreement was filed as Exhibit 4.1 to the Current Report on Form 8-K with respect to the Issuing Entity, dated October 7, 2022 and filed with the Securities and Exchange Commission (the “Commission”) under Commission File Number 333-255934-03. Unless otherwise provided herein, capitalized terms used but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement.
As of the Closing Date, (i) the Whole Loan (the “Central States Industrial Portfolio Whole Loan”) relating to the Mortgage Loan (the “Central States Industrial Portfolio Mortgage Loan”) secured by the portfolio of Mortgaged Properties identified on the Mortgage Loan Schedule as Central States Industrial Portfolio, (ii) the Whole Loan (the “Lakeshore Marketplace Whole Loan”) relating to the Mortgage Loan (the “Lakeshore Marketplace Mortgage Loan”) secured by the Mortgaged Property identified on the Mortgage Loan Schedule as Lakeshore Marketplace and (iii) the Whole Loan (the “Art Ovation Hotel Whole Loan” and, together with the Central States Industrial Portfolio Whole Loan and the Lakeshore Marketplace Whole Loan, the “Servicing Shift Whole Loans”) relating to the Mortgage Loan (the “Art Ovation Hotel Mortgage Loan” and, together with the Central States Industrial Portfolio Mortgage Loan and the Lakeshore Marketplace Mortgage Loan, the “Servicing Shift Mortgage Loans”) secured by the Mortgaged Property identified on the Mortgage Loan Schedule as Art Ovation Hotel were required to be serviced and administered pursuant to the Pooling and Servicing Agreement.
On November 30, 2022, the respective Servicing Shift Lead Notes relating to the Servicing Shift Whole Loans were contributed to the commercial mortgage securitization transaction (the “3650R 2022-PF2 Securitization”) involving the issuance of the 3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-PF2 (the “3650R 2022-PF2 Certificates”). Upon the issuance of the 3650R 2022-PF2 Certificates, the servicing and administration of the Servicing Shift Whole Loans are required to be transferred from the Pooling and Servicing Agreement to the pooling and servicing agreement governing the issuance of the 3650R 2022-PF2 Certificates, dated as of November 1, 2022 (the “3650R 2022-PF2 Pooling and Servicing Agreement”), among 3650 REIT Commercial Mortgage Securities II LLC, as depositor (the “3650R 2022-PF2 Depositor”), Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, 3650 REIT Loan Servicing LLC, as special servicer, Computershare Trust Company, National Association, as certificate administrator and as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer.
The 3650R 2022-PF2 Pooling and Servicing Agreement, in the form most recently filed with the Commission by or on behalf of the 3650R 2022-PF2 Depositor, is attached hereto as Exhibit 4.1.
The servicing terms of the 3650R 2022-PF2 Pooling and Servicing Agreement applicable to the servicing of the Servicing Shift Mortgage Loans are substantially similar to the servicing terms of the Pooling and Servicing Agreement, as described in the section captioned “The Pooling and Servicing Agreement” in the Prospectus (the “Prospectus”) with respect to the Issuing Entity filed on October 7, 2022 pursuant to Rule 424(b)(2) under Commission File Number 333-255934-03, but will differ in
certain respects as described below and, treating the 3650R 2022-PF2 Pooling and Servicing Agreement as an Outside Servicing Agreement thereunder, in the subsection captioned “The Pooling and Servicing Agreement—Servicing of the Outside Serviced Mortgage Loans” in the Prospectus.
• | Upon a Servicing Shift Whole Loan becoming a specially serviced loan under the 3650R 2022-PF2 Pooling and Servicing Agreement, the related Outside Special Servicer will earn a special servicing fee payable monthly with respect to such Servicing Shift Whole Loan accruing at a rate equal to the greater of (i) a per annum rate of 0.25% and (ii) the per annum rate that would result in a special servicing fee of $5,000 for the related month. |
• | In connection with a workout of a Servicing Shift Whole Loan, the related Outside Special Servicer will be entitled to a workout fee equal to 1.00% of each collection (other than penalty charges) of interest and principal (other than any amount for which a liquidation fee would be paid) received on such corrected Servicing Shift Whole Loan for so long as it remains a corrected Whole Loan. Such workout fee is subject to a minimum of $25,000 and a cap of $1,000,000 with respect to any particular workout of a Servicing Shift Whole Loan. |
• | The related Outside Special Servicer will be entitled to a liquidation fee of 1.00% of the related payments or proceeds received in connection with the liquidation of a Servicing Shift Whole Loan or related REO Property. Such liquidation fee is subject to a minimum of $25,000 and a cap of $1,000,000 with respect to a Servicing Shift Whole Loan. |
• | The Mortgaged Property relating to a Servicing Shift Whole Loan will be subject to inspection (A) at least once every 12 months if the stated principal balance of the related Pari Passu Companion Loan contributed to the 3650R 2022-PF2 Securitization has a stated principal balance of $3,000,000 or more or (b) at least once every 24 months if the stated principal balance of the related Pari Passu Companion Loan contributed to the 3650R 2022-PF2 Securitization has a stated principal balance of less than $3,000,000, in a manner substantially similar to that under the Pooling and Servicing Agreement. |
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. | Description | |
Exhibit 4.1 | 3650R 2022-PF2 Pooling and Servicing Agreement |
Pursuant to the requirements of the Securities Exchange Act of 1934, the depositor has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: December 6, 2022 | BMO COMMERCIAL MORTGAGE SECURITIES LLC | |
By: | /s/ Paul Vanderslice | |
Name: Paul Vanderslice Title: Chief Executive Officer | ||
BMO 2022-C3 - Form 8-K