8-K 1 n1497_8k-x11.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 11, 2019
(Date of earliest event reported)

 

CSAIL 2019-C15 Commercial Mortgage Trust

(Exact name of issuing entity)

(Central Index Key Number 0001763502)

 

Column Financial, Inc.

(Central Index Key Number 0001628601)

3650 REIT

(Central Index Key Number 0001767304)
Societe Generale Financial Corporation

(Central Index Key Number 0001755531)

BSPRT CMBS Finance, LLC

(Central Index Key Number 0001722518)



 

(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 333-227081-01 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))

 

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 1.01. Entry into a Material Definitive Agreement.

On March 6, 2019 Credit Suisse Commercial Mortgage Securities Corp. (the “Depositor”) caused the issuance, pursuant to a pooling and servicing agreement, dated as of March 1, 2019, among Credit Suisse Commercial Mortgage Securities Corp. (the “Registrant”), 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, of CSAIL Commercial Mortgage Trust 2019-C15, Commercial Mortgage Pass-Through Certificates, Series 2019-C15 (the “Certificates”).

The Mortgage Loan identified as the Saint Louis Galleria Mortgage Loan in the Pooling and Servicing Agreement, which is an asset of the Issuing Entity, is part of a whole loan (the “Saint Louis Galleria Whole Loan”) that also includes additional pari passu promissory notes that are not assets of the Issuing Entity. The Saint Louis Galleria Whole Loan was being serviced and administered pursuant to a pooling and servicing agreement, dated as of December 1, 2018 (the “Benchmark 2018-B8 Pooling and Servicing Agreement”) by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, CWCapital Asset Management LLC, as special servicer, Wells Fargo Bank, National Association, as trustee and as certificate administrator, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer relating to the Benchmark 2018-B8 transaction, but is now being serviced and administered pursuant to a pooling and servicing agreement, dated as of April 1, 2019 (the “Benchmark 2019-B10 Pooling and Servicing Agreement”) by and among Deutsche Mortgage & Asset Receiving Corporation, as depositor, KeyBank National Association, as master servicer, LNR Partners, LLC, as special servicer (the “Benchmark 2019-B10 Special Servicer”), Wells Fargo Bank, National Association, as trustee and as certificate administrator, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer(the “Benchmark 2019-B10 Operating Advisor”), relating to the Benchmark 2019-B10 securitization transaction into which the controlling companion loan is deposited.

The terms and conditions of the Benchmark 2019-B10 Pooling and Servicing Agreement applicable to the servicing of the Saint Louis Galleria Mortgage Loan are substantially similar to the terms and conditions of the Benchmark 2018-B8 Pooling and Servicing Agreement, as described under “Pooling and Servicing Agreement” in the Prospectus filed by the Issuing Entity pursuant to Rule 424(b)(2) with respect to the Certificates on March 6, 2019; provided that under the Benchmark 2019-B10 Pooling and Servicing Agreement (i) certain risk retention consultation parties will have certain consultation rights with respect to the servicing of the Saint Louis Galleria Mortgage Loan as of the closing date of the Benchmark 2019-B10 securitization transaction, (ii) the Benchmark 2019-B10 Operating Advisor will not be required to (A) generally review the actions of the Benchmark 2019-B10 Special Servicer with respect to any specially serviced mortgage loans, (B) prepare annual reports regarding any specially serviced mortgage loans prior to the occurrence and continuance of a control termination event under the Benchmark 2019-B10 Pooling and Servicing Agreement, (C) upon determining that (y) the Benchmark 2019-B10 Special Servicer is not adequately performing its duties under the Benchmark 2019-B10 Pooling and Servicing Agreement or otherwise not acting in accordance with the relevant servicing standard and (z) the replacement of the Benchmark 2019-B10 Special Servicer would be in the best interests of the Benchmark 2019-B10 certificateholders as a collective whole, recommend the replacement of the Benchmark 2019-B10 Special Servicer or (D) consult with the Benchmark 2019-B10 Special Servicer prior to the occurrence of a control termination event under the Benchmark 2019-B10 Pooling and Servicing Agreement and (iii) the minimum monthly special servicing fee for a mortgage loan is $3,500. The Benchmark 2019-B10 Pooling and Servicing Agreement is attached hereto as Exhibit 4.1.

 
 

 

Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.
   
(d)        Exhibits
   
Exhibit No. Description
   
Exhibit 4.1 Pooling and Servicing Agreement, dated as of April 1, 2019, by and among Deutsche Mortgage & Asset Receiving Corporation, as depositor, KeyBank National Association, as master servicer, LNR Partners, LLC, as special servicer, Wells Fargo Bank, National Association, as trustee and as certificate administrator, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer.

  

 
 

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: April 16, 2019   CREDIT SUISSE COMMERCIAL MORTGAGE  
    SECURITIES CORP.
    (Registrant)  
         
         
         
    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)
4.1  

Pooling and Servicing Agreement, dated as of April 1, 2019, by and among Deutsche Mortgage & Asset Receiving Corporation, as depositor, KeyBank National Association, as master servicer, LNR Partners, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, paying agent and custodian, Wells Fargo Bank, National Association, as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer.

(E)