UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 7, 2023 |
BMO 2023-5C2 Mortgage Trust
(Exact name of issuing entity)
(Central Index Key number of issuing entity: 0001994754)
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)
Goldman Sachs Mortgage Company
(Central Index Key number 0001541502)
Citi Real Estate Funding Inc.
(Central Index Key number 0001701238)
Societe Generale Financial Corporation
(Central Index Key number 0001755531)
LMF Commercial, LLC
(Central Index Key number 0001592182)
German American Capital Corporation
(Central Index Key number 0001541294)
Starwood Mortgage Capital LLC
(Central Index Key number 0001548405)
UBS AG
(Central Index Key number 0001685185)
(Exact name of sponsors as specified in their charters)
| Delaware | 333-255934-08 | 86-2713125 |
| (State or other jurisdiction | (Commission File Number | (IRS Employer Identification |
| of incorporation of depositor) | of issuing entity) | 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. ☐
Explanatory Note
This Form 8-K/A amends the Current Report on Form 8-K (the “October 24, 2023 Form 8-K”), filed with the Securities and Exchange Commission (the “Commission”) on October 24, 2023 under Commission File No. 333-255934-08, with respect to BMO 2023-5C2 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2023-5C2, as and to the extent described below. The purpose of this amendment is to replace the versions of the Pooling and Servicing Agreement, the Piazza Alta Co-Lender Agreement, the Overlook at Ballantyne Co-Lender Agreement, the BMO Mortgage Loan Purchase Agreement and the SGFC Mortgage Loan Purchase Agreement previously filed as Exhibit 4.1, Exhibit 4.5, Exhibit 4.17, Exhibit 99.1 and Exhibit 99.4, respectively, to the October 24, 2023 Form 8-K with the updated versions of the Pooling and Servicing Agreement, the Piazza Alta Co-Lender Agreement, the Overlook at Ballantyne Co-Lender Agreement, the BMO Mortgage Loan Purchase Agreement and the SGFC Mortgage Loan Purchase Agreement attached to this Form 8-K/A as Exhibit 4.1, Exhibit 4.5, Exhibit 4.17, Exhibit 99.1 and Exhibit 99.4. Effective upon the filing of this Form 8-K/A, Exhibit 4.1, Exhibit 4.5, Exhibit 4.17, Exhibit 99.1 and Exhibit 99.4 of the October 24, 2023 Form 8-K are replaced and superseded in their respective entireties by Exhibit 4.1, Exhibit 4.5, Exhibit 4.17, Exhibit 99.1 and Exhibit 99.4, respectively, to this Form 8-K/A. Capitalized terms used but not defined herein shall have the meanings assigned to them in the October 24, 2023 Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description |
| Exhibit 4.1 | Pooling and Servicing Agreement |
| Exhibit 4.5 | Piazza Alta Co-Lender Agreement |
| Exhibit 4.17 | Overlook at Ballantyne Co-Lender Agreement |
| Exhibit 99.1 | BMO Mortgage Loan Purchase Agreement |
| Exhibit 99.4 | SGFC Mortgage Loan Purchase Agreement |
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.
| Date: November 9, 2023 | BMO COMMERCIAL MORTGAGE SECURITIES LLC | |
| By: | /s/ Paul Vanderslice | |
| Name: Paul Vanderslice | ||
| Title: Chief Executive Officer | ||
BMO 2023-5C2 – Form 8-K/A