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): December 21, 2023
Central Index Key Number of the issuing entity: 0002002215
MSWF Commercial Mortgage Trust 2023-2
(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: 0001968416
Argentic Real Estate Finance 2 LLC
Central Index Key Number of the sponsor: 0001102113
Bank of America, National Association
Central Index Key Number of the sponsor: 0001548405
Starwood Mortgage Capital LLC
(Exact Names of the Sponsors as Specified in their Charters)
| North Carolina | 333-257991-09 | 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 December 21, 2023, Wells Fargo Commercial Mortgage Securities, Inc. (the “Registrant”) caused the issuance of the MSWF Commercial Mortgage Trust 2023-2, Commercial Mortgage Pass-Through Certificates, Series 2023-2 (the “Certificates”), pursuant to a Pooling and Servicing Agreement, dated and effective as of December 1, 2023 (the “Pooling and Servicing Agreement”), between the Registrant, 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 BellOak, 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-5, Class A-5-1, Class A-5-2, Class A-5-X1, Class A-5-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”) and (ii) the Class X-D, Class X-F, Class D, Class E, Class F, Class G-RR, Class H-RR, Class V and Class R Certificates (collectively, the “Privately Offered Certificates”).
The Registrant sold all of the Publicly Offered Certificates, having an aggregate certificate balance of $828,735,000, to Wells Fargo Securities, LLC (“WFS”), Morgan Stanley & Co. LLC (“MS&Co.”), BofA Securities, Inc. (“BofA Securities”), Academy Securities, Inc. (“Academy”), Drexel Hamilton, LLC (“Drexel”), Siebert Williams Shank & Co., LLC (“Siebert Williams” and, together with WFS, MS&Co., BofA Securities, Academy and Drexel, in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, dated as of December 8, 2023 (the “Underwriting Agreement”), between the Registrant, Wells Fargo Bank, National Association (“WFB”) and the Underwriters. The Publicly Offered Certificates were offered by the Underwriters for sale to the public, pursuant to the Registrant’s Preliminary Prospectus, dated December 3, 2023, and by the Prospectus, dated December 8, 2023 (the “Prospectus”), in negotiated transactions or otherwise, at varying prices determined at the time of sale.
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.
The Registrant sold all of the Privately Offered Certificates, having an aggregate certificate balance of $85,731,874, to WFS, MS&Co., BofA Securities, Academy, Drexel and Siebert Williams (collectively in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, dated as of December 8, 2023, between the Registrant, WFB and the Initial Purchasers. The Privately Offered Certificates were sold in a transaction exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) of the Act.
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 $6,404,417, were approximately $893,570,758. Of the expenses paid by the Registrant, approximately $25,600 was paid directly to affiliates of the Registrant, $1,155,467 in the form of fees were paid to the Underwriters, $1,009,837 were paid to or for the Underwriters and $4,213,513 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 $85,731,874, 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 to the Registrant’s Form 8-K filed on December 12, 2023 and in the Prospectus referred to above. The related registration statement (file no. 333-257991) was originally declared effective on October 15, 2021.
Credit Risk Retention
Argentic Real Estate Finance 2 LLC, in its capacity as “retaining sponsor”, is satisfying its credit risk retention obligation under Regulation RR (12 C.F.R. Part 43) promulgated under Section 15G of the Securities Exchange Act of 1934, as amended (“Regulation RR”) in connection with securitization of the Mortgage Loans referred to above by the acquisition from the Registrant, on the Closing Date in a transaction exempt from registration under the Act pursuant to Section 4(a)(2) of the Act, of:
| (i) | a “single vertical security” (as defined in Regulation RR) that is an “eligible vertical interest” (as defined in Regulation RR) in the Issuing Entity, with an aggregate initial principal balance of approximately $28,814,000 as of the Closing Date, comprised of the VRR Interest, and |
| (ii) | an “eligible horizontal residual interest” (as defined in Regulation RR) in the Issuing Entity, with an aggregate initial principal balance of approximately $43,174,874, comprised of the Class G-RR and Class H-RR Certificates (other than the portion of such classes comprising part of the VRR Interest) (the “HRR Interest”). |
The VRR Interest represents at least 3.15% of the sum of the initial certificate balance of all of the Certificates as of the Closing Date. The VRR Interest will entitle the holder thereof to a specified percentage of the amounts paid on each other class of ABS interests in the Issuing Entity. The fair value of the HRR Interest is equal to approximately $18,293,194, representing approximately 1.93% of the aggregate fair value of all ABS interests issued by the Issuing Entity (the “ABS Interests”). The aggregate fair value of all ABS Interests is approximately $946,296,122. The fair values referenced in the preceding two sentences are based on actual prices and final tranche sizes as of the Closing Date for all certificates (other than the Class R certificates) issued by the Issuing Entity.
The Retaining Sponsor estimates that, if it had relied solely on retaining an “eligible horizontal residual interest” in order to meet the credit risk retention requirements of Regulation RR with respect to this securitization transaction, it would have retained an eligible horizontal residual interest with an aggregate fair value dollar amount of approximately $47,314,806, representing 5.0% of the aggregate fair value, as of the Closing Date, of all ABS Interests.
There are no material differences between (a) the valuation methodology or any of the key inputs and assumptions that were used in calculating the fair value or range of fair values disclosed in the preliminary prospectus dated December 3, 2023 and filed with the Securities and Exchange Commission on December 4, 2023 under the heading “Credit Risk Retention” and (b) the valuation methodology or the key inputs and assumptions that were used in calculating the fair values set forth above.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| 5.1 | Legality Opinion of Sidley Austin LLP, dated December 21, 2023. |
| 8.1 | Tax Opinion of Sidley Austin LLP, dated December 21, 2023 (included as part of Exhibit 5.1). |
| 23.1 | Consent of Sidley Austin LLP (included as part of Exhibit 5.1). |
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 and Chief Executive Officer | ||
Dated: December 21, 2023
Exhibit Index
| Exhibit No. | Description |
| 5.1 | Legality Opinion of Sidley Austin LLP, dated December 21, 2023. |
| 8.1 | Tax Opinion of Sidley Austin LLP, dated December 21, 2023 (included as part of Exhibit 5.1). |
| 23.1 | Consent of Sidley Austin LLP (included as part of Exhibit 5.1). |