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 25, 2023
(Date of earliest event reported)
BBCMS Mortgage Trust 2022-C18
(Central Index Key Number 0001950140)
(Exact name of issuing entity)
Barclays Capital Real Estate Inc.
(Central Index Key Number 0001549574)
(Exact name of sponsor as specified in its charter)
Argentic Real Estate Finance LLC
(Central Index Key Number 0001624053)
(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)
Starwood Mortgage Capital LLC
(Central Index Key Number 0001548405)
(Exact name of sponsor as specified in its charter)
UBS AG
(Central Index Key Number 0001685185)
(Exact name of sponsor as specified in its charter)
Bank of Montreal
(Central Index Key Number 0000927971)
(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)
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)
Barclays Commercial Mortgage Securities LLC
(Central Index Key Number 0001541480)
(Exact name of registrant as specified in its charter)
| 38-4238374 | ||
| Delaware | 333-257737-06 | 38-4238375 |
| (State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
| 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)
[_] 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 1.01. | Entry into a Material Definitive Agreement. |
On December 14, 2022, Barclays Commercial Mortgage Securities LLC (the “Depositor”) caused the issuance of the BBCMS Mortgage Trust 2022-C18, Commercial Mortgage Pass-Through Certificates, Series 2022-C18 (the “Certificates”), pursuant to a pooling and servicing agreement, dated and effective as of December 1, 2022 (the “Pooling and Servicing Agreement”), between Barclays Commercial Mortgage Securities LLC, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Rialto Capital Advisors, 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 Certificates represent, in the aggregate, the entire beneficial ownership in BBCMS Mortgage Trust 2022-C18 (the “Issuing Entity”), a common law trust formed on December 14, 2022 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 37 commercial, multifamily and/or manufactured housing community mortgage loans (the “Mortgage Loans”).
The Mortgage Loan secured by the mortgaged property identified as “Rialto Industrial” on Exhibit B to the Pooling and Servicing Agreement (the “Rialto Industrial Mortgage Loan”), which is an asset of the Issuing Entity, is part of a whole loan (the “Rialto Industrial Whole Loan”) that also includes seven (7) additional pari passu promissory notes which are not assets of the Issuing Entity. Prior to May 25, 2023, the Rialto Industrial Whole Loan was being serviced and administered pursuant to the Pooling and Servicing Agreement.
As of May 25, 2023, the Rialto Industrial Whole Loan is being serviced and administered pursuant to a pooling and servicing agreement, dated as of May 1, 2023 (the “MSWF 2023-1 Pooling and Servicing Agreement”), between Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, Argentic Services Company LP, as special servicer, Computershare Trust Company, National Association, as certificate administrator and as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, relating to the MSWF 2023-1 securitization transaction into which the controlling companion loan is deposited.
The servicing terms of the MSWF 2023-1 Pooling and Servicing Agreement applicable to the servicing of the Rialto Industrial Mortgage Loan are substantially similar to the terms and conditions of the Pooling and Servicing Agreement applicable to the servicing of the other Mortgage Loans, but will differ in certain respects, as described under “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in the Prospectus filed by the Issuing Entity pursuant to Rule 424(b)(2) with respect to the Certificates on December 14, 2022. The MSWF 2023-1 Pooling and Servicing Agreement is attached hereto as Exhibit 4.1.
| Item 8.01. | Other Events. |
Argentic Services Company LP acts as the special servicer under the MSWF 2023-1 Pooling and Servicing Agreement and in such capacity will be responsible for the servicing and administration of the Rialto Industrial Whole Loan should it become a “specially serviced loan” or “REO property” pursuant to the MSWF 2023-1 Pooling and Servicing Agreement. Argentic Services Company LP is an affiliate of Argentic Real Estate Finance LLC, a mortgage loan seller, sponsor, and originator with respect to the BBCMS 2022-C18 transaction. See “Transaction Parties—The Affiliated Special Servicer” in the Prospectus filed by the Issuing Entity pursuant to Rule 424(b)(2) with respect to the Certificates on December 14, 2022.
| Item 9.01. | Financial Statements, Pro Forma Financial Information and Exhibits. |
| (c) | Exhibits |
| Exhibit No. | Description |
| Exhibit 4.1 | Pooling and Servicing Agreement, dated and effective as of May 1, 2023, between Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, Argentic Services Company LP, as special servicer, Computershare Trust Company, National Association, as certificate administrator and as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer. |
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: May 31, 2023 | Barclays Commercial Mortgage Securities LLC | ||
| (Registrant) | |||
| By: | /s/ Daniel Vinson | ||
| Name: | Daniel Vinson | ||
| Title: | Chief Executive Officer | ||
BBCMS 2022-C18 - Form 8-K