Wells Fargo Commercial Mortgage Trust 2024-5C1
Filed: 25 Jul 24, 2:10pm
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): July 25, 2024
Central Index Key Number of the issuing entity: 0002028411
Wells Fargo Commercial Mortgage Trust 2024-5C1
(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 0001968416
Argentic Real Estate Finance 2 LLC
Central Index Key Number 0001701238
Citi Real Estate Funding Inc.
Central Index Key Number 0001592182
LMF Commercial, LLC
Central Index Key Number 0001541502
Goldman Sachs Mortgage Company
Central Index Key Number 0001685185
UBS AG
Central Index Key Number 0001722518
BSPRT CMBS Finance, LLC
(Exact Names of the Sponsors as Specified in their Charters)
| North Carolina | 333-257991-11 | 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 July 25, 2024, Wells Fargo Commercial Mortgage Securities, Inc. (the “Registrant”) caused the issuance of the Wells Fargo Commercial Mortgage Trust 2024-5C1, Commercial Mortgage Pass-Through Certificates, Series 2024-5C1 (the “Certificates”), pursuant to a Pooling and Servicing Agreement, dated and effective as of July 1, 2024 (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 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-3, Class X-A, Class X-B, Class A-S, Class B and Class C 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 J-RR and Class R Certificates (collectively, the “Privately Offered Certificates”).
The Registrant sold all of the Publicly Offered Certificates, having an aggregate certificate balance of $646,786,000, to Wells Fargo Securities, LLC (“WFS”), Citigroup Global Markets Inc. (“CGMI”), Goldman Sachs & Co. LLC (“GS&Co.”), UBS Securities LLC (“UBS Securities”), Academy Securities, Inc. (“Academy”), Drexel Hamilton, LLC (“Drexel”), Siebert Williams Shank & Co., LLC (“Siebert Williams” and, together with WFS, CGMI, GS&Co., UBS Securities, Academy and Drexel, in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, dated as of July 16, 2024 (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 July 8, 2024, and by the Prospectus, dated July 16, 2024 (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 $85,080,359, to WFS, CGMI, GS&Co., UBS Securities, Academy, Drexel and Siebert Williams (collectively in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, dated as of July 16, 2024, 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 $5,643,027, were approximately $682,100,946. Of the expenses paid by the Registrant, approximately $31,250 was paid directly to affiliates of the Registrant, $1,471,884 in the form of fees were paid to the Underwriters, $988,200 were paid to or for the Underwriters and $3,151,693 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. 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 July 18, 2024 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 $16,474,000 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 $42,028,359, comprised of the Class G-RR and Class J-RR Certificates (other than the portion of such classes comprising part of the VRR Interest) (the “HRR Interest”). |
The VRR Interest represents at least 2.25% 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 $20,657,485, representing approximately 2.77% 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 $744,846,202. 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 $37,242,310, 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 July 8, 2024 and filed with the Securities and Exchange Commission on July 8, 2024 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 July 25, 2024. |
| 8.1 | Tax Opinion of Sidley Austin LLP, dated July 25, 2024 (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/ Lee Green | |
Name: Lee Green Title: Managing Director | ||
Dated: July 25, 2024
Exhibit Index
| Exhibit No. | Description | |
| 5.1 | Legality Opinion of Sidley Austin LLP, dated July 25, 2024. | |
| 8.1 | Tax Opinion of Sidley Austin LLP, dated July 25, 2024 (included as part of Exhibit 5.1). |
| 23.1 | Consent of Sidley Austin LLP (included as part of Exhibit 5.1). |