8-K 1 t1500976_8k.htm FORM 8-K

 

 

 

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: April 29, 2015
(Date of earliest event reported)

 

Wells Fargo Commercial Mortgage Trust 2015-NXS1

(Exact name of issuing entity)

 

Natixis Real Estate Capital LLC
Wells Fargo Bank, National Association

(Exact name of sponsor as specified in its charter)

 

Wells Fargo Commercial Mortgage Securities, Inc.

(Exact name of registrant as specified in its charter)

 

North Carolina   333-195164-07   56-1643598
(State or other jurisdiction of incorporation)   (Commission File No.)   (IRS Employer Identification No.)

 

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 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.

 

On April 29, 2015, Wells Fargo Commercial Mortgage Securities, Inc. (the “Depositor”) caused the issuance, pursuant to a pooling and servicing agreement, dated as of April 1, 2015 and as to which an executed version is attached hereto as Exhibit 4.1 (the “Pooling and Servicing Agreement”), among Wells Fargo Commercial Mortgage Securities, Inc., as depositor (the “Registrant”), 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, tax administrator and custodian, and Wilmington Trust, National Association, as trustee, of Wells Fargo Commercial Mortgage Trust 2015-NXS1, Commercial Mortgage Pass-Through Certificates, Series 2015-NXS1.  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, Class D and Class PEX Certificates (collectively, the “Public Certificates”), having an aggregate initial principal amount of $875,224,000, were sold to Wells Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“Barclays”) and Natixis Securities Americas LLC (“Natixis” and, together with WFS and Barclays, the “Underwriters”), pursuant to the underwriting agreement, dated as of April 20, 2015 and as to which an executed version is attached hereto as Exhibit 1.1, between the Registrant, the Underwriters and WFB.  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 as an exhibit to this report.

 

On April 29, 2015, the Registrant also sold the Class X-E, Class X-F, Class X-G, Class E, Class F, Class G, Class V and Class R Certificates (collectively, the “Private Certificates”), having an aggregate initial principal amount of $80,000,153, to WFS, Barclays and Natixis (collectively, the “Initial Purchasers”), pursuant to a certificate purchase agreement, dated as of April 20, 2015, between the Registrant, the Initial Purchasers and WFB.  The Private 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 Public Certificates and the Private Certificates represent, in the aggregate, the entire beneficial ownership in Wells Fargo Commercial Mortgage Trust 2015-NXS1 (the “Issuing Entity”), a common law trust fund formed on April 29, 2015 under the laws of the State of New York pursuant to the Pooling and Servicing Agreement. The assets of the Issuing Entity consist primarily of 68 commercial and multifamily mortgage loans (the “Mortgage Loans”). The Mortgage Loans were acquired by the Registrant from (i) Wells Fargo Bank, National Association (“WFB”) pursuant to a Mortgage Loan Purchase Agreement, attached hereto as Exhibit 99.1 and dated as of April 20, 2015, between the Registrant and WFB and (ii) Natixis Real Estate Capital LLC (“NREC”) pursuant to a Mortgage Loan Purchase Agreement, attached hereto as Exhibit 99.2 and dated as of April 20, 2015, between the Registrant and NREC.

 

From the date hereof until the securitization of the related pari passu companion loan evidenced by the promissory note designated as “A-1”, the Mortgage Loan identified on Schedule I to the Pooling and Servicing Agreement as “100 West 57th Street” will be serviced and administered pursuant to a pooling and servicing agreement, dated as of March 1, 2015 and as to which an executed version is attached hereto as Exhibit 4.2, between Deutsche Mortgage & Asset Receiving Corporation, as depositor, KeyBank National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as trustee, certificate administrator, paying agent and custodian, and Park Bridge Lender Services LLC, as operating advisor.  Following the securitization of such pari passu companion loan, such Mortgage Loan will be serviced and administered pursuant to the pooling and servicing agreement entered into in connection with the securitization of such pari passu companion loan.

 

 
 

 

The funds used by the Registrant to pay the purchase price for the Mortgage Loans were derived in part from the proceeds from the sale of Certificates by the Registrant to the Underwriters, pursuant to the Underwriting Agreement, and the Initial Purchasers, pursuant to the Certificate Purchase Agreement.

 

The Public Certificates and the Mortgage Loans are more particularly described in the Prospectus Supplement, dated April 21, 2015, supplementing the Prospectus dated January 28, 2015, each as filed with the Securities and Exchange Commission on April 29, 2015.

 

On April 29, 2015, the Registrant sold all of the Public Certificates, having an aggregate certificate principal amount of $875,224,000. The net proceeds of the offering to the Registrant of the issuance of the Certificates, after deducting expenses payable by the Registrant of $7,966,546, were approximately $946,594,412. Of the expenses paid by the Registrant, approximately $30,000 were paid directly to affiliates of the Registrant, $3,002,222 in the form of fees were paid to the Underwriters, $424,684 were paid to or for the Underwriters and $4,509,640 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 Registrant; the Public 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 related registration statement (file no. 333-195164) was originally declared effective on June 25, 2014.

 

 
 

 

Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.

 

(c)   Exhibits

 

Exhibit No.   Description
     
Exhibit 1.1   Underwriting Agreement, dated April 20, 2015, between Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Securities, LLC, Barclays Capital Inc. and Natixis Securities Americas LLC, as underwriters, and Wells Fargo Bank, National Association.
     
Exhibit 4.1   Pooling and Servicing Agreement, dated as of April 1, 2015, among 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, tax administrator and custodian, and Wilmington Trust, National Association, as trustee.
     
Exhibit 4.2   Pooling and Servicing Agreement, dated as of March 1, 2015, between Deutsche Mortgage & Asset Receiving Corporation, as depositor, KeyBank National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as trustee, certificate administrator, paying agent and custodian, and Park Bridge Lender Services LLC, as operating advisor.
     
Exhibit 5   Legality Opinion of Cadwalader, Wickersham & Taft LLP, dated April 29, 2015.
     
Exhibit 8   Tax Opinion of Cadwalader, Wickersham & Taft LLP, dated April 29, 2015 (included as part of Exhibit 5).
     
Exhibit 23   Consent of Cadwalader, Wickersham & Taft LLP (included as part of Exhibit 5).
     
Exhibit 99.1   Mortgage Loan Purchase Agreement, dated as of April 20, 2015, between Wells Fargo Bank, National Association, as seller, and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser.
     
Exhibit 99.2   Mortgage Loan Purchase Agreement, dated as of April 20, 2015, between Natixis Real Estate Capital LLC, as seller, and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser.

 

 
 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date:  April 29, 2015 WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC.
  (Registrant)
   
  By: /s/ Anthony Sfarra
    Name: Anthony Sfarra
    Title: President

 

 
 

 

INDEX TO EXHIBITS

 

Item 601(a) of
Regulation S-K
Exhibit No.
  Description   Paper (P) or
Electronic (E)
         
1.1   Underwriting Agreement, dated April 20, 2015, between Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Securities, LLC, Barclays Capital Inc. and Natixis Securities Americas LLC, as underwriters, and Wells Fargo Bank, National Association.   (E)
         
4.1   Pooling and Servicing Agreement, dated as of April 1, 2015, among 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, tax administrator and custodian, and Wilmington Trust, National Association, as trustee.   (E)
         
4.2   Pooling and Servicing Agreement, dated as of March 1, 2015, between Deutsche Mortgage & Asset Receiving Corporation, as depositor, KeyBank National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as trustee, certificate administrator, paying agent and custodian, and Park Bridge Lender Services LLC, as operating advisor.   (E)
         
5   Legality Opinion of Cadwalader, Wickersham & Taft LLP, dated April 29, 2015.   (E)
         
8   Tax Opinion of Cadwalader, Wickersham & Taft LLP, dated April 29, 2015 (included as part of Exhibit 5).   (E)
         
23   Consent of Cadwalader, Wickersham & Taft LLP (included as part of Exhibit 5).   (E)

 

 
 

 

Item 601(a) of
Regulation S-K
Exhibit No.
  Description   Paper (P) or
Electronic (E)
         
99.1   Mortgage Loan Purchase Agreement, dated as of April 20, 2015, between Wells Fargo Bank, National Association, as seller, and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser.   (E)
         
99.2   Mortgage Loan Purchase Agreement, dated as of April 20, 2015, between Natixis Real Estate Capital LLC, as seller, and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser.   (E)