8-K 1 n1098_x10-8k.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: November 30, 2017
(Date of earliest event reported)

 

CSAIL 2017-CX10 Commercial Mortgage Trust

(Exact name of issuing entity)

(Central Index Key Number 0001720474)

 

Column Financial, Inc.

(Central Index Key Number 0001628601)

Natixis Real Estate Capital LLC

(Central Index Key Number 0001542256)

BSPRT Finance, LLC

(Central Index Key Number 0001722518)
Benefit Street Partners CRE Finance LLC

(Central Index Key Number 0001632269)

 

(Exact name of sponsor as specified in its charter)

 

Credit Suisse Commercial Mortgage Securities Corp.

(Exact name of registrant as specified in its charter)

(Central Index Key Number 0001654060)

 

Delaware 333- 207361-07 47-5115713
(State or other jurisdiction of incorporation) (Commission File No.) (IRS Employer Identification No.)

 

11 Madison Avenue
New York, New York		 10010
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code      (212) 325-2000                                            

 

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 November 30, 2017, Credit Suisse Commercial Mortgage Securities Corp. (the “Depositor”) caused the issuance of the CSAIL 2017-CX10 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2017-CX10 (the “Certificates”), pursuant to a Pooling and Servicing Agreement, dated as of November 1, 2017 and as to which an executed version is attached hereto as Exhibit 4.1 (the “Pooling and Servicing Agreement”), among Credit Suisse Commercial Mortgage Securities Corp., as depositor (the “Registrant”), KeyBank National Association, as master servicer, CWCapital Asset Management LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator and as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer. The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”), having an aggregate initial principal amount of $771,907,000, were sold to Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Natixis Securities Americas LLC (“Natixis Securities” and, together with Credit Suisse, the “Underwriters”), pursuant to an Underwriting Agreement, attached hereto as Exhibit 1.1 and dated November 17, 2017, among the Registrant, the Underwriters and Column Financial, Inc. 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 November 17, 2017, the Registrant sold all of the Public Certificates, having an aggregate certificate principal amount of $771,907,000. The net proceeds of the offering to the Registrant of the issuance of the certificates, after deducting expenses payable by the Registrant of approximately $4,076,000, were approximately $767,831,000. Of the expenses paid by the Registrant, approximately $445,000 were paid directly to affiliates of the Registrant. Of the expenses paid by the Registrant, approximately $355,000 in the form of fees were paid to the Underwriters, approximately $369,000 were paid to or for the Underwriters and $3,707,000 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- 207361) was originally declared effective on December 15, 2015.

On November 17, 2017, the Registrant sold the Class D, Class X-E, Class E, Class F, Class NR and Class R Certificates (collectively, the “Private Certificates”), having an aggregate initial principal amount of $83,392,491, to Credit Suisse and Natixis Securities (the “Initial Purchasers”), pursuant to a Certificate Purchase Agreement, dated November 17, 2017, among the Depositor, Colum Financial, Inc. and the Initial Purchasers. On November 17, 2017, the Registrant sold the Class UES-A, Class UES-B, Class UES-C, Class UES-D, Class UES-X, Class STN-A, Class STN-B, Class STN-X, and Class STN-C Certificates (collectively, the “Loan-Specific Certificates”), having an aggregate initial principal amount of $258,400,000, to Credit Suisse and Natixis Securities (the “Loan-Specific Initial Purchasers”), pursuant to a Certificate Purchase Agreement, dated November 17, 2017, among the Depositor, Colum Financial, Inc. and the Loan-Specific Initial Purchasers. Both the Private Certificates and the Loan-Specific Certificates were sold in transactions exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) of the Act.

The Publicly Offered Certificates and the Mortgage Loans are more particularly described in the Prospectus, dated November 20, 2017 and filed with the Securities and Exchange Commission on

 
 

November 30, 2017. In connection with such Prospectus, the Chief Executive Officer of the Registrant has provided the certification attached hereto as Exhibit 36.1 and dated as of the date of the Prospectus.

Each of several Mortgage Loans that are among the assets of the Issuing Entity are part of a Whole Loan. Each Whole Loan is governed by a co-lender, intercreditor or similar agreement (each, an “Intercreditor Agreement”) between the holders of the promissory notes comprising such Whole Loan, the terms of which are described under “Description of the Mortgage Pool—The Whole Loans” in the Prospectus described above. Each Intercreditor Agreement is attached as an exhibit hereto as described in the following table. Moreover, certain of such Whole Loans will not be serviced pursuant to the Pooling and Servicing Agreement but will instead be serviced pursuant to a different servicing agreement (each, a “Non-Serviced PSA”). Each such Non-Serviced PSA is attached as an exhibit hereto as described in the following table. For a description of the servicing of the affected Whole Loans under such Non-Serviced PSAs, see “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in the Prospectus described above.

 

Name of Intercreditor Agreement (as defined in the Pooling and Servicing Agreement) Intercreditor Agreement Exhibit Number Non-Serviced PSA Exhibit Number
(if any)
Park Center Phase I 4.6 4.2
GNL Portfolio 4.7 N/A
Yorkshire & Lexington Towers 4.8 N/A
Yorkshire & Lexington Towers (Supplemental Intercreditor Agreement) 4.9 N/A
One California Plaza Intercreditor Agreement 4.10 4.3
Lehigh Valley Mall Intercreditor Agreement 4.11 (1)
The Standard Highline NYC Intercreditor Agreement 4.12 N/A
Centre 425 Bellevue 4.13 4.4(2)
600 Vine 4.14 N/A
300 Montgomery 4.15 4.2
Garden Multifamily Portfolio 4.16 N/A
333 North Bedford 4.17 4.5
Miracle Mile 4.18 N/A
Totowa Commerce Center 4.19 N/A
The Boulders Resort & Spa 4.20 4.2
(1)The subject Whole Loan will be serviced under the Pooling and Servicing Agreement until the securitization of the applicable controlling pari passu companion loan, after which the subject Whole Loan will be serviced pursuant to the pooling and servicing agreement for such securitization. That pooling and servicing agreement will be identified and filed on a Form 8-K following such securitization.
(2)The subject Whole Loan will be serviced under the indicated Non-Serviced PSA until the securitization of the applicable controlling pari passu companion loan, after which the subject Whole Loan will be serviced pursuant to the pooling and servicing agreement for such securitization.

The Certificates represent, in the aggregate, the entire beneficial ownership in CSAIL 2017-CX10 Commercial Mortgage Trust (the “Issuing Entity”), a common law trust fund formed 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 mortgage loans (the “Mortgage Loans”) and two subordinate companion loans (the “Trust Subordinate Companion Loans”) secured by first liens on commercial or multifamily properties. The Mortgage Loans and Trust Subordinate Companion Loans were acquired by the Registrant (i) from Column Financial, Inc. (“Column”) pursuant to a Mortgage Loan Purchase Agreement, dated as of November 17, 2017 and as to which an executed version is attached hereto as Exhibit 99.1, between the Registrant and Column, (ii) from Natixis Real Estate Capital LLC (“NREC”) pursuant to a Mortgage Loan Purchase Agreement, dated as of November 17, 2017 and as to which an executed version is attached hereto as Exhibit 99.2, between the Registrant and NREC, (iii) from BSPRT Finance, LLC (“BSPRT”) pursuant to a Mortgage Loan Purchase Agreement, dated as of November 17, 2017 and as to which an executed version is attached hereto as Exhibit 99.3, between the Registrant, BSPRT and Benefit Street Partners Realty Trust, Inc., and (iv) from Benefit Street Partners CRE Finance LLC (“BSP”) pursuant to a Mortgage Loan Purchase Agreement, dated as of November 17, 2017 and as to which an executed version is attached hereto as Exhibit 99.4, among the Registrant, BSP and Benefit Street Partners CRE Conduit Company, L.P.

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.

Credit Risk Retention

NREC as “retaining sponsor” (in such capacity, the “Retaining Sponsor”) is satisfying its credit risk retention obligation under Regulation RR, 12 C.F.R. Part 244 (the “Risk Retention Rule”) in connection with the securitization of the Mortgage Loans referred to above by acquiring on the Closing Date and retaining an “eligible vertical interest” (as defined in the Risk Retention Rule) in the form of certificates representing approximately 4.09% of the initial Certificate Balance or Notional Amount of, or percentage interest in, as applicable, each class of Regular Certificates (as defined in the Pooling and Servicing Agreement) and the Class Z certificates (collectively, the “VRR Interest”) and by the purchase on the Closing Date and holding by Eightfold Real Estate Capital Fund V, L.P. or its “majority-owned affiliate” (as defined in the Risk Retention Rule), acting as a third-party purchaser under the Risk Retention Rule, of a portion of the Class F and Class NR Certificates (such retained portion, the “HRR Certificates”). The HRR Certificates constitute an “eligible horizontal residual interest” (as defined in the Risk Retention Rule).

The aggregate fair value of the HRR Certificates is equal to approximately $8,305,494 (excluding accrued interest), representing approximately 0.94% of the aggregate fair value of all of the Regular Certificates and the Class Z Certificates. The fair value of the “eligible horizontal residual interest” (as defined in the Risk Retention Rule) that the Retaining Sponsor is required to retain under the credit risk retention requirements of the Risk Retention Rule is equal to approximately $8,023,419, representing 0.91% of the aggregate fair value, as of the Closing Date, of all of the Regular Certificates and the Class Z Certificates.

As of the Closing Date, 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 November 13, 2017, under the heading “Credit Risk Retention” prior to the pricing of the Pooled Certificates and the Class Z Certificates and (b) the methodology or the key inputs and assumptions that were used in calculating the fair value at the time of the Closing Date.

 
 

 

Item 9.01.   Financial Statements and Exhibits.
  (d)   Exhibits
Exhibit No.   Description
Exhibit 1.1   Underwriting Agreement, dated November 17, 2017, by and among Credit Suisse Commercial Mortgage Securities Corp., as depositor, Credit Suisse Securities (USA) LLC and Natixis Securities Americas LLC, as underwriters, and Column Financial, Inc.
Exhibit 4.1   Pooling and Servicing Agreement, dated as of November 1, 2017, by and among Credit Suisse Commercial Mortgage Securities Corp., as depositor, KeyBank National Association, as master servicer, CWCapital Asset Management LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator and as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer.
Exhibit 4.2   Pooling and Servicing Agreement, dated as of September 1, 2017, by and among Credit Suisse Commercial Mortgage Securities Corp., as depositor, KeyBank National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator and as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer.
Exhibit 4.3   Trust and Servicing Agreement, dated and effective as of November 6, 2017, among Credit Suisse Commercial Mortgage Securities Corp., as depositor, KeyBank National Association, as servicer, Cohen Financial, a Division of SunTrust Bank, as special servicer, Park Bridge Lender Services LLC, as operating advisor, U.S. Bank National Association, as certificate administrator and as trustee.
Exhibit 4.4   Pooling and Servicing Agreement, dated as of November 1, 2017, by and among UBS Commercial Mortgage Securitization Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and as special servicer, Wells Fargo Bank, National Association, as certificate administrator and as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer.
Exhibit 4.5   Pooling and Servicing Agreement, dated as of October 1, 2016, by and among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, CWCapital Asset Management LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and Trimont Real Estate Advisors, LLC, as operating advisor and as asset representations reviewer.
Exhibit 4.6   The Park Center Phase I Intercreditor Agreement (as defined in the Pooling and Servicing Agreement).
Exhibit 4.7   The GNL Portfolio Intercreditor Agreement (as defined in the Pooling and Servicing Agreement).

 
 

 

Exhibit 4.8   The Yorkshire & Lexington Towers Intercreditor Agreement (as defined in the Pooling and Servicing Agreement).
Exhibit 4.9   The Yorkshire & Lexington Towers Supplemental Intercreditor Agreement (as defined in the Pooling and Servicing Agreement).
Exhibit 4.10   The One California Plaza Intercreditor Agreement (as defined in the Pooling and Servicing Agreement).
Exhibit 4.11   The Lehigh Valley Mall Intercreditor Agreement (as defined in the Pooling and Servicing Agreement).
Exhibit 4.12   The Standard Highline NYC Intercreditor Agreement (as defined in the Pooling and Servicing Agreement).
Exhibit 4.13   The Centre 425 Bellevue Intercreditor Agreement (as defined in the Pooling and Servicing Agreement).
Exhibit 4.14   The 600 Vine Intercreditor Agreement (as defined in the Pooling and Servicing Agreement).
Exhibit 4.15   The 300 Montgomery Intercreditor Agreement (as defined in the Pooling and Servicing Agreement).
Exhibit 4.16   The Garden Multifamily Portfolio Intercreditor Agreement (as defined in the Pooling and Servicing Agreement).
Exhibit 4.17   The 333 North Bedford Intercreditor Agreement (as defined in the Pooling and Servicing Agreement).
Exhibit 4.18   The Miracle Mile Intercreditor Agreement (as defined in the Pooling and Servicing Agreement).
Exhibit 4.19   The Totowa Commerce Center Intercreditor Agreement (as defined in the Pooling and Servicing Agreement).
Exhibit 4.20   The Boulders Resort & Spa Intercreditor Agreement (as defined in the Pooling and Servicing Agreement).
Exhibit 5   Legality Opinion of Cadwalader, Wickersham & Taft LLP, dated November 30, 2017.
Exhibit 8   Tax Opinion of Cadwalader, Wickersham & Taft LLP, dated November 30, 2017 (included as part of Exhibit 5).
Exhibit 23   Consent of Cadwalader, Wickersham & Taft LLP (included as part of Exhibit 5).
Exhibit 36.1   Depositor’s Certification for Shelf Offerings of Asset-Backed Securities in respect of that certain Prospectus dated November 20, 2017, which such certification is dated November 20, 2017.

 

 
 

 

Exhibit 99.1   Mortgage Loan Purchase Agreement, dated as of November 17, 2017, between Column Financial, Inc., as seller, and Credit Suisse Commercial Mortgage Securities Corp., as purchaser.
Exhibit 99.2   Mortgage Loan Purchase Agreement, dated as of November 17, 2017, between Natixis Real Estate Capital LLC, as seller, and Credit Suisse Commercial Mortgage Securities Corp., as purchaser.
Exhibit 99.3   Mortgage Loan Purchase Agreement, dated as of November 17, 2017, between BSPRT Finance, LLC, as seller, Credit Suisse Commercial Mortgage Securities Corp., as purchaser, and Benefit Street Partners Realty Trust, Inc.
Exhibit 99.4   Mortgage Loan Purchase Agreement, dated as of November 17, 2017, between Benefit Street Partners CRE Finance LLC, as seller, Credit Suisse Commercial Mortgage Securities Corp., as purchaser, and Benefit Street Partners CRE Conduit Company, L.P.

 

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:  November 30, 2017 CREDIT SUISSE COMMERCIAL MORTGAGE SECURITIES CORP.
     
     
  By: /s/ Charles Y. Lee
    Name:  Charles Y. Lee
    Title:    President and Chief Executive Officer

 

 
 

INDEX TO EXHIBITS

Item 601(a) of
Regulation S-K
Exhibit No.		   Description Paper (P) or
Electronic (E)
1.1   Underwriting Agreement, dated November 17, 2017, by and among Credit Suisse Commercial Mortgage Securities Corp., as depositor, Credit Suisse Securities (USA) LLC and Natixis Securities Americas LLC, as underwriters, and Column Financial, Inc. (E)
4.1   Pooling and Servicing Agreement, dated as of November 1, 2017, by and among Credit Suisse Commercial Mortgage Securities Corp., as depositor, KeyBank National Association, as master servicer, CWCapital Asset Management LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator and as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer. (E)
4.2   Pooling and Servicing Agreement, dated as of September 1, 2017, by and among Credit Suisse Commercial Mortgage Securities Corp., as depositor, KeyBank National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator and as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer. (E)
4.3   Trust and Servicing Agreement, dated and effective as of November 6, 2017, among Credit Suisse Commercial Mortgage Securities Corp., as depositor, KeyBank National Association, as servicer, Cohen Financial, a Division of SunTrust Bank, as special servicer, Park Bridge Lender Services LLC, as operating advisor, U.S. Bank National Association, as certificate administrator and as trustee. (E)
4.4   Pooling and Servicing Agreement, dated as of November 1, 2017, by and among UBS Commercial Mortgage Securitization Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and as special servicer, Wells Fargo Bank, National Association, as certificate administrator and as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer. (E)
4.5   Pooling and Servicing Agreement, dated as of October 1, 2016, by and among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, CWCapital Asset Management LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and Trimont Real Estate Advisors, LLC, as operating advisor and as asset representations reviewer. (E)

 

 
 

 

4.6   Park Center Phase I Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). (E)
4.7   GNL Portfolio Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). (E)
4.8   Yorkshire & Lexington Towers Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). (E)
4.9   Yorkshire & Lexington Towers Supplemental Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). (E)
4.10   One California Plaza Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). (E)
4.11   Lehigh Valley Mall Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). (E)
4.12   Standard Highline NYC Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). (E)
4.13   Centre 425 Bellevue Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). (E)
4.14   600 Vine Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). (E)
4.15   300 Montgomery Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). (E)
4.16   Garden Multifamily Portfolio Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). (E)
4.17   333 North Bedford Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). (E)
4.18   Miracle Mile Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). (E)
4.19   Totowa Commerce Center Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). (E)
4.20   The Boulders Resort & Spa Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). (E)

 

 
 

 

5   Legality Opinion of Cadwalader, Wickersham & Taft LLP, dated November 30, 2017. (E)
8   Tax Opinion of Cadwalader, Wickersham & Taft LLP, dated November 30, 2017 (included as part of Exhibit 5). (E)
23   Consent of Cadwalader, Wickersham & Taft LLP (included as part of Exhibit 5). (E)
36.1   Depositor’s Certification for Shelf Offerings of Asset-Backed Securities in respect of that certain Prospectus dated November 20, 2017, which such certification is dated November 20, 2017. (E)
99.1   Mortgage Loan Purchase Agreement, dated as of November 17, 2017, between Column Financial, Inc., as seller, and Credit Suisse Commercial Mortgage Securities Corp., as purchaser. (E)
99.2   Mortgage Loan Purchase Agreement, dated as of November 17, 2017, between Natixis Real Estate Capital LLC, as seller, and Credit Suisse Commercial Mortgage Securities Corp., as purchaser. (E)
99.3   Mortgage Loan Purchase Agreement, dated as of November 17, 2017, between BSPRT Finance, LLC, as seller, Credit Suisse Commercial Mortgage Securities Corp., as purchaser, and Benefit Street Partners Realty Trust, Inc. (E)
99.4   Mortgage Loan Purchase Agreement, dated as of November 17, 2017, between Benefit Street Partners CRE Finance LLC, as seller, Credit Suisse Commercial Mortgage Securities Corp., as purchaser, and Benefit Street Partners CRE Conduit Company, L.P. (E)