8-K 1 n451_8k-x11.htm FORM 8K Unassociated Document
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):  March 31, 2015
 
Wells Fargo Commercial Mortgage Trust 2015-LC20 
(Exact name of Issuing Entity)
 
Wells Fargo Commercial Mortgage Securities, Inc. 
(Exact Name of Registrant as Specified in its Charter)
 
  Ladder Capital Finance LLC  
Wells Fargo Bank, National Association
 
Silverpeak Real Estate Finance LLC
 
(Exact Names of the Sponsors as Specified in their Charters)
 
 
North Carolina
   
333-195164-06
   
56-1643598
 
(State or Other Jurisdiction of
(Commission File Number)
(I.R.S. Employer Identification No.)
Incorporation)     
 
301 South College Street, Charlotte, North Carolina    28288-1066   
(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:
 
o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 

Section 8.  Other Events.
 
Item 8.01.       Other Events.
 
On or about March 31, 2015, a series of mortgage pass-through certificates, entitled Wells Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”), is expected to be issued by Wells Fargo Commercial Mortgage Trust 2015-LC20 (the “Issuing Entity”), pursuant to a Pooling and Servicing Agreement, attached hereto as Exhibit 4.1 and dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), between Wells Fargo Commercial Mortgage Securities, Inc. (the “Registrant”), as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Trimont Real Estate Advisors, Inc., as trust advisor, Wells Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian, and Wilmington Trust, National Association, as trustee.
 
The Certificates will consist of the following classes (each, a “Class”), designated as (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class B, Class C and Class PEX Certificates (collectively, the “Publicly Offered Certificates”) and (ii) the Class X-E, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class V and Class R Certificates (collectively, the “Privately Offered Certificates”).  Only the Publicly Offered Certificates have been offered to the public.
 
The Certificates represent, in the aggregate, the entire beneficial ownership in the Issuing Entity, a common law trust fund to be formed on or about March 31, 2015 under the laws of the State of New York pursuant to the Pooling and Servicing Agreement.  The Issuing Entity’s primary assets will be a pool of sixty-eight (68) commercial, multifamily and manufactured housing community mortgage loans (the “Mortgage Loans”).  Certain of the Mortgage Loans are expected to be acquired by the Registrant from Ladder Capital Finance LLC (“LCF”) pursuant to a Mortgage Loan Purchase Agreement, attached hereto as Exhibit 99.1 and dated as of March 25, 2015, between the Registrant, LCF, Ladder Capital Finance Holdings LLLP, Series REIT of Ladder Capital Finance Holdings LLLP and Series TRS of Ladder Capital Finance Holdings LLLP; certain of the Mortgage Loans are expected to be acquired by the Registrant from Wells Fargo Bank, National Association (“Wells Fargo”) pursuant to a Mortgage Loan Purchase Agreement, attached hereto as Exhibit 99.2 and dated as of March 25, 2015, between the Registrant and Wells Fargo; and certain of the Mortgage Loans are expected to be acquired by the Registrant from Silverpeak Real Estate Finance LLC (“Silverpeak”) pursuant to a Mortgage Loan Purchase Agreement, attached hereto as Exhibit 99.3 and dated as of March 25, 2015, between the Registrant and Silverpeak.
 
The funds to be used by the Registrant to pay the purchase price for the Mortgage Loans are expected to be derived from the proceeds of (i) the sale of the Publicly Offered Certificates by the Registrant to Wells Fargo Securities, LLC, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc., pursuant to an Underwriting Agreement, attached hereto as Exhibit 1.1 and dated as of March 25, 2015, between the Registrant, Wells Fargo Securities, LLC, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc., as underwriters, and Wells Fargo, and (ii) the sale of the Privately Offered Certificates by the Registrant to Wells Fargo Securities, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc., pursuant to a Certificate Purchase Agreement, dated as of March 25, 2015, between the Registrant, Wells Fargo Securities, LLC, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc., as initial purchasers, and Wells Fargo, which Privately Offered Certificates will be sold in transactions exempt from registration under the Securities Act of 1933, as amended.
 
The Publicly Offered Certificates and the Mortgage Loans are more particularly described in the Prospectus Supplement, dated March 27, 2015, supplementing the Prospectus dated January 28, 2015, each as filed with the Securities and Exchange Commission.
 
 
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Moreover, prior to the Closing Date, a series of mortgage pass-through certificates, entitled COMM 2015-CCRE22 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, was issued by COMM 2015-CCRE22 Mortgage Trust, pursuant to a Pooling and Servicing Agreement, dated as of March 1, 2015 (the “COMM 2015-CCRE22 Pooling and Servicing Agreement”) between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as a special servicer, Midland Loan Services, a Division of PNC Bank, National Association, as a special servicer, Wilmington Trust, National Association, as trustee, Deutsche Bank Trust Company Americas, as certificate administrator, as paying agent and as custodian, and Park Bridge Lender Services LLC, as operating advisor.  Pursuant to the Pooling and Servicing Agreement, the 3 Columbus Circle Mortgage Loan is a Non-Serviced Loan Combination, the 3 Columbus Circle Mortgage Loan is a Non-Trust-Serviced Mortgage Loan, and the servicing of the 3 Columbus Circle Loan Combination is governed by the COMM 2015-CCRE22 Pooling and Servicing Agreement and the related intercreditor agreement.  The COMM 2015-CCRE22 Pooling and Servicing Agreement is attached hereto as Exhibit 99.4.
 
Section 9.  Financial Statements and Exhibits.
 
Item 9.01.  Financial Statements and Exhibits.
 
 (d)
Exhibits.
 
 
1.1
Underwriting Agreement, dated as of March 25, 2015, between Wells Fargo Commercial Mortgage Securities, Inc., Wells Fargo Bank, National Association, Wells Fargo Securities, LLC, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc.

 
4.1
Pooling and Servicing Agreement, dated as of March 1, 2015, between Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Trimont Real Estate Advisors, Inc., as trust advisor, Wells Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian, and Wilmington Trust, National Association, as trustee.

 
99.1
Mortgage Loan Purchase Agreement, dated as of March 25, 2015, between Wells Fargo Commercial Mortgage Securities, Inc., Ladder Capital Finance LLC, Ladder Capital Finance Holdings LLLP, Series REIT of Ladder Capital Finance Holdings LLLP and Series TRS of Ladder Capital Finance Holdings LLLP.

 
99.2
Mortgage Loan Purchase Agreement, dated as of March 25, 2015, between Wells Fargo Commercial Mortgage Securities, Inc. and Wells Fargo Bank, National Association.

 
99.3
Mortgage Loan Purchase Agreement, dated as of March 25, 2015, between Wells Fargo Commercial Mortgage Securities, Inc. and Silverpeak Real Estate Finance LLC.

 
99.4
Pooling and Servicing Agreement, dated as of March 1, 2015, between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as a special servicer, Midland Loan Services, a Division of PNC Bank, National Association, as a special servicer, Wilmington Trust, National Association, as trustee, Deutsche Bank Trust Company Americas, as certificate administrator, as paying agent and as custodian, and Park Bridge Lender Services LLC, as operating advisor.
 
 
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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/  Matthew Orrino
  Name: Matthew Orrino  
  Title:   Director  

Dated:  March 31, 2015
 
 
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Exhibit Index
 
Exhibit No.                           Description
 
 
1.1
Underwriting Agreement, dated as of March 25, 2015, between Wells Fargo Commercial Mortgage Securities, Inc., Wells Fargo Bank, National Association, Wells Fargo Securities, LLC, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc.

 
4.1
Pooling and Servicing Agreement, dated as of March 1, 2015, between Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Trimont Real Estate Advisors, Inc., as trust advisor, Wells Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian, and Wilmington Trust, National Association, as trustee.

 
99.1
Mortgage Loan Purchase Agreement, dated as of March 25, 2015, between Wells Fargo Commercial Mortgage Securities, Inc., Ladder Capital Finance LLC, Ladder Capital Finance Holdings LLLP, Series REIT of Ladder Capital Finance Holdings LLLP and Series TRS of Ladder Capital Finance Holdings LLLP.

 
99.2
Mortgage Loan Purchase Agreement, dated as of March 25, 2015, between Wells Fargo Commercial Mortgage Securities, Inc. and Wells Fargo Bank, National Association.

 
99.3
Mortgage Loan Purchase Agreement, dated as of March 25, 2015, between Wells Fargo Commercial Mortgage Securities, Inc. and Silverpeak Real Estate Finance LLC.

 
99.4
Pooling and Servicing Agreement, dated as of March 1, 2015, between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as a special servicer, Midland Loan Services, a Division of PNC Bank, National Association, as a special servicer, Wilmington Trust, National Association, as trustee, Deutsche Bank Trust Company Americas, as certificate administrator, as paying agent and as custodian, and Park Bridge Lender Services LLC, as operating advisor.
 
 
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