SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): June 28, 2007
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Wachovia Bank Commercial Mortgage Trust, Series 2007-C32
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(Exact name of issuing entity)
Wachovia Bank, National Association
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(Exact name of sponsor as specified in its charter)
Artesia Mortgage Capital Corporation
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(Exact name of sponsor as specified in its charter)
Wachovia Commercial Mortgage Securities, Inc.
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(Exact name of registrant as specified in its charter)
North Carolina 333-131262-09 56-1643598
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(State or other jurisdiction (Commission File Number (I.R.S. Employer
of incorporation of Registrant) of issuing entity) Identification No.
of Registrant)
301 South College Street, Charlotte, North Carolina 28288-0166
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(Address of principal executive offices of Registrant) (Zip Code)
Registrant's telephone number, including area code: (704) 374-6161
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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))
Item 8.01. Other Events.
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On June 28, 2007, a single series of mortgage pass-through
certificates, entitled Wachovia Bank Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2007-C32 (the "Certificates"), was
issued pursuant to a pooling and servicing agreement (the "Pooling and Servicing
Agreement") attached hereto as Exhibit 4.1, and dated as of June 1, 2007, among
Wachovia Commercial Mortgage Securities, Inc., as depositor (the "Registrant"),
Wachovia Bank, National Association ("Wachovia"), as master servicer, CWCapital
Asset Management LLC ("CWCapital"), as special servicer, and Wells Fargo Bank,
N.A. ("Wells Fargo"), as trustee. The Certificates consist of thirty classes
(each, a "Class") of Certificates, twelve of which Classes are designated as the
"Class A-1 Certificates", the "Class A-2 Certificates", the "Class A-PB
Certificates", the "Class A-3 Certificates", the "Class A-1A Certificates", the
"Class IO Certificates", the "Class A-J Certificates", the "Class B
Certificates", the "Class C Certificates", the "Class D Certificates", the
"Class E Certificates" and the "Class F Certificates" (collectively, the
"Offered Certificates"); and eighteen of which classes are designated as the
"Class A-4M Certificates", the "Class A-4MS Certificates", the "Class A-MM
Certificates", the "Class A-MMS Certificates", the "Class G Certificates", the
"Class H Certificates", the "Class J Certificates", the "Class K Certificates",
the "Class L Certificates", the "Class M Certificates", the "Class N
Certificates", the "Class O Certificates", the "Class P Certificates", the
"Class Q Certificates," the "Class S Certificates", the "Class R-I
Certificates", the "Class R-II Certificates" and the "Class Z Certificates"
(collectively, the "Private Certificates"). The Certificates evidence in the
aggregate the entire beneficial ownership in a trust fund (the "Trust Fund")
consisting of 142 mortgage loans, primarily consisting of office, retail and
hospitality mortgage loans (the "Mortgage Loans") having an aggregate principal
balance as of the Cut-Off Date of approximately $3,823,853,069. Each Mortgage
Loan is secured by a mortgage lien on a fee or leasehold interest in an income
producing property. Certain of the Mortgage Loans (the "Wachovia Mortgage
Loans") were acquired by the Registrant from Wachovia Bank, National Association
pursuant to a mortgage loan purchase agreement, dated as of June 1, 2007,
between the Registrant and Wachovia (the "Wachovia Loan Purchase Agreement") and
certain of the mortgage loans (the "Artesia Mortgage Loans") were acquired by
the Registrant from Artesia Mortgage Capital Corporation ("Artesia" and,
together with Wachovia, the "Sellers") pursuant to a mortgage loan purchase
agreement, dated as of June 1, 2007, between the Registrant and Artesia (the
"Artesia Mortgage Loan Purchase Agreement"). The source of funds for payment of
the purchase price for the Mortgage Loans paid by the Registrant to Wachovia and
Artesia was derived from the sale of Certificates by the Registrant to Wachovia
Capital Markets, LLC ("Wachovia Securities"), Barclays Capital Inc. ("Barclays")
and Goldman, Sachs & Co. ("Goldman") pursuant to the Underwriting Agreement
attached hereto as Exhibit 1.1, dated June 22, 2007, among the Registrant,
Wachovia, Wachovia Securities, Barclays and Goldman (pertaining to the Offered
Certificates), a Certificate Purchase Agreement, dated June 22, 2007, among the
Registrant, Wachovia and Wachovia Securities (pertaining to the Private
Certificates), and the Pooling a Servicing Agreement. The Registrant is a
wholly-owned limited purpose finance subsidiary of Wachovia. On June 28, 2007,
the Registrant transferred the Mortgage Loans to the Trust Fund pursuant to the
Pooling and Servicing Agreement. The consideration received by the Registrant in
exchange for such transfer consisted of the Certificates. The Offered
Certificates and the Mortgage Loans are more particularly described in the
Prospectus Supplement, dated June 22, 2007 as previously filed with the
Securities and Exchange Commission pursuant to Rule 424(b)(5). Capitalized terms
used but not otherwise defined herein have the meanings set forth in the
Prospectus Supplement.
Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Financial Statements - Not Applicable
(b) Pro Forma Financial Information - Not Applicable
(c) Shell Company Transactions - Not Applicable
(d) Exhibits
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Item 601(a) of
Regulation S-K
Exhibit No. Description
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(1.1) Underwriting Agreement, dated June 22, 2007, among Wachovia
Commercial Mortgage Securities, Inc., Wachovia Bank,
National Association, Wachovia Capital Markets, LLC,
Barclays Capital Inc. and Goldman, Sachs & Co.
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(4.1) Pooling and Servicing Agreement, dated as of June 1, 2007,
among Wachovia Commercial Mortgage Securities, Inc., as
depositor, Wachovia Bank, National Association, as master
servicer, CWCapital Asset Management LLC, as special
servicer and Wells Fargo Bank, N.A., as trustee.
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(8.1) Opinion of Cadwalader, Wickersham & Taft LLP, dated as of
June 28, 2007, relating to validity and tax matters.
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(99.1) Mortgage Loan Purchase Agreement, dated as of June 1, 2007,
between Wachovia Commercial Mortgage Securities, Inc. and
Wachovia Bank, National Association.
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(99.2) Mortgage Loan Purchase Agreement, dated as of June 1, 2007,
between Wachovia Commercial Mortgage Securities, Inc. and
Artesia Mortgage Capital Corporation.
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on behalf of the
Registrant by the undersigned thereunto duly authorized.
WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC.
By: /s/ H. Royer Culp, Jr.
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Name: H. Royer Culp, Jr.
Title: Vice President
Date: July 12, 2007
Exhibit Index
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Item 601(a) of
Regulation S-K Paper (P) or
Exhibit No. Description Electronic (E)
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1.1 Underwriting Agreement E
4.1 Pooling and Servicing Agreement E
8.1 Opinion of Cadwalader, Wickersham & Taft E
LLP, dated as of June 28, 2007, relating
to validity and tax matters
99.1 Wachovia Mortgage Loan Purchase Agreement E
99.2 Artesia Mortgage Loan Purchase Agreement E