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) October 30, 2024
BMO 2024-5C7 Mortgage Trust
(Exact name of issuing entity)
(Central Index Key number of issuing entity: 0002038433)
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)
German American Capital Corporation
(Central Index Key number 0001541294)
Starwood Mortgage Capital LLC
(Central Index Key number 0001548405)
Citi Real Estate Funding Inc.
(Central Index Key number 0001701238)
UBS AG
(Central Index Key number 0001685185)
Goldman Sachs Mortgage Company
(Central Index Key number 0001541502)
Societe Generale Financial Corporation
(Central Index Key number 0001755531)
Greystone Commercial Mortgage Capital LLC
(Central Index Key number 0001931347)
(Exact name of sponsors as specified in their charters)
| Delaware | 333280224-01 | 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 e xchange 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 8.01. | Other Events. |
On October 30, 2024 (the “Closing Date”), BMO Commercial Mortgage Securities LLC (the “Depositor”) caused the issuance, pursuant to a Pooling and Servicing Agreement, dated as of October 1, 2024 (the “Pooling and Servicing Agreement”), between the Depositor, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Greystone Servicing Company LLC, as special servicer, BellOak, LLC, as operating advisor and as asset representations reviewer, and Computershare Trust Company, National Association, as certificate administrator and as trustee, of the BMO 2024-5C7 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2024-5C7 (the “Certificates”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Pooling and Servicing Agreement was attached as Exhibit 4.1 to the Depositor’s Current Report on Form 8-K/A, filed with the Securities and Exchange Commission (the “Commission”) on October 30, 2024 under Commission File No. 333-280224-01.
The Certificates consist of the following classes, 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 “Public Certificates”), (ii) the Class X-D, Class D, Class E-RR, Class F-RR, Class G-RR, Class J-RR and Class R Certificates (collectively, the “Private Certificates”), and (iii) the Class S Certificates.
All of the Public Certificates, having an aggregate initial principal amount of $858,808,000, were sold to BMO Capital Markets Corp. (“BMO Capital Markets”), Citigroup Global Markets Inc. (“CGMI”), Deutsche Bank Securities Inc. (“DBSI”), Goldman Sachs & Co. LLC (“GS&Co.”), SG Americas Securities, LLC (“SGAS”), UBS Securities LLC (“UBS Securities”), Academy Securities, Inc. (“Academy”), Bancroft Capital, LLC (“Bancroft”) and Drexel Hamilton, LLC (“Drexel” and, together with BMO Capital Markets, CGMI, DBSI, GS&Co., SGAS, UBS Securities, Academy and Bancroft, in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, dated as of October 17, 2024 (the “Underwriting Agreement”), between the Depositor and the Underwriters. BMO Capital Markets, CGMI, DBSI, GS&Co., SGAS and UBS Securities are acting as co-lead managers in connection with the offering of the Public Certificates. The Public Certificates were offered by the Underwriters for sale to the public, pursuant to the Depositor’s Preliminary Prospectus, dated October 11, 2024, and by the Prospectus, dated October 17, 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 Public Certificates, a legal opinion was rendered related to the validity of, and certain federal income tax considerations relating to, the Public Certificates, which legal opinion is attached hereto as Exhibit 5. The Prospectus was filed with the Commission on October 21, 2024 under Commission File Number 333-280224-01.
All of the Private Certificates, having an aggregate initial principal amount of $100,754,629 were sold to BMO Capital Markets, CGMI, DBSI, GS&Co., SGAS, UBS Securities, Academy, Bancroft and Drexel (together with BMO Capital Markets, CGMI, DBSI, GS&Co., SGAS, UBS Securities, Academy and Bancroft, in such capacity, the “Initial Purchasers”), pursuant to a Purchase Agreement, dated as of October 17, 2024, between the Depositor and the Initial Purchasers. The Private Certificates were sold in private placement transactions exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act.
The net proceeds of the sale of the Certificates were applied to the purchase of the Mortgage Loans by the Depositor from Bank of Montreal (“BMO”), Citi Real Estate Funding Inc., German American Capital Corporation, Goldman Sachs Mortgage Company, Greystone Commercial Mortgage Capital LLC, Societe Generale Financial Corporation, Starwood Mortgage Capital, LLC and UBS AG. The net proceeds to the Depositor of the offering of the Certificates, after deducting expenses payable by the Depositor in connection with the issuance and distribution of the Certificates of approximately $5,267,398, were
approximately $966,174,136. Of the expenses paid by the Depositor, approximately $388,863 were paid directly to affiliates of the Depositor, $75,000 in the form of fees were paid to the Underwriters and the Initial Purchasers, approximately $124,922 were paid to or for the counsel to the Underwriters and the Initial Purchasers, and approximately $4,678,613 were other expenses. All of the foregoing expense amounts are the Depositor’s reasonable estimates of such expenses. No underwriting discounts and commissions or finder’s fees were paid by the Depositor.
Further information regarding sales of the Public Certificates is set forth in the Underwriting Agreement (including, as to the price per class of Public Certificates, on Schedule II thereto) attached as Exhibit 1 to the Depositor’s Current Report on Form 8-K, filed with the Commission on October 21, 2024 under Commission File No. 333-280224-01, and in the Prospectus. The related registration statement (file no. 333-280224) was originally declared effective on October 10, 2024.
BMO, in its capacity as “retaining sponsor” (as such term is defined in Regulation RR (12 C.F.R. Part 244) promulgated under Section 15G of the Securities Exchange Act of 1934, as amended (“Regulation RR”)), is satisfying its credit risk retention obligation under Regulation RR in connection with the securitization of the Mortgage Loans referred to above by the purchase on the Closing Date and holding by 660 RR Holdings LLC (or a “majority-owner affiliate” (as such term is defined in Regulation RR) thereof) of an “eligible horizontal residual interest” (as such term is defined in Regulation RR), consisting of all of the Class E-RR, Class F-RR, Class G-RR and Class J-RR Certificates.
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: October 30, 2024 | BMO COMMERCIAL MORTGAGE SECURITIES LLC | |
| By: | /s/ Paul Vanderslice | |
| Name: Paul Vanderslice | ||
| Title: Chief Executive Officer | ||
BMO 2024-5C7 – Form 8-K
