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 (Date of earliest event reported)   May 15, 2024   

BMO 2024-5C4 Mortgage Trust

(Exact name of issuing entity)

(Central Index Key number of issuing entity: 0002016125)

BMO Commercial Mortgage Securities LLC

(Exact name of the depositor as specified in its charter)

(Central Index Key number of depositor: 0001861132)

Bank of Montreal

(Central Index Key number: 0000927971)

Argentic Real Estate Finance 2 LLC

(Central Index Key number 0001968416)

Wells Fargo Bank, National Association

(Central Index Key number 0000850779)

Starwood Mortgage Capital LLC

(Central Index Key number 0001548405)

Citi Real Estate Funding Inc.

(Central Index Key number 0001701238)

Goldman Sachs Mortgage Company

(Central Index Key number 0001541502)

LMF Commercial, LLC

(Central Index Key number 0001592182)

UBS AG

(Central Index Key number 0001685185)

German American Capital Corporation

(Central Index Key number 0001541294)

(Exact name of sponsors as specified in their charters)

 

Delaware	333-255934-12	86-2713125
(State or other jurisdiction	(Commission File Number	(IRS Employer Identification
of incorporation of depositor)	of issuing entity)	No. of depositor)

151 West 42nd Street
New York, New York	10036
(Address of principal executive offices of depositor)	(Zip Code of depositor)

Depositor’s telephone number, including area code     (212) 885-4000

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None

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 8.01. Other Events.

On May 15, 2024 (the “Closing Date”), BMO Commercial Mortgage Securities LLC (the “Depositor”) caused the issuance, pursuant to a Pooling and Servicing Agreement, dated as of May 1, 2024 (the “Pooling and Servicing Agreement”), between the Depositor, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Argentic Services Company LP, as special servicer, Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, Computershare Trust Company, National Association, as certificate administrator and as trustee, of the BMO 2024-5C4 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2024-5C4 (the “Certificates”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Pooling and Servicing Agreement was attached as Exhibit 4.1 to the Depositor’s Current Report on Form 8-K/A, filed with the Securities and Exchange Commission (the “Commission”) on May 15, 2024 under Commission File No. 333-255934-12.

The Certificates consist of the following classes, designated as (i) the Class A-1, Class A-2, Class A-3, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (collectively, the “Public Certificates”) and (ii) the Class X-D, Class X-F, Class D, Class E, Class F, Class G-RR, Class J-RR and Class R Certificates (collectively, the “Private Certificates”).

All of the Public Certificates, having an aggregate initial principal amount of $785,276,000, were sold to BMO Capital Markets Corp. (“BMO Capital Markets”), Citigroup Global Markets Inc. (“CGMI”), Deutsche Bank Securities Inc. (“DBSI”), Goldman Sachs & Co. LLC (“GS&Co.”), UBS Securities LLC (“UBS Securities”), Wells Fargo Securities, LLC ("Wells Fargo Securities”), Academy Securities, Inc. (“Academy”), Bancroft Capital, LLC (“Bancroft”) and Drexel Hamilton, LLC (“Drexel” and, together with BMO Capital Markets, CGMI, DBSI, GS&Co., UBS Securities, Wells Fargo Securities, Academy and Bancroft, in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, dated as of April 24, 2024 (the “Underwriting Agreement”), between the Depositor and the Underwriters. BMO Capital, CGMI, DBSI, GS&Co., UBS Securities and Wells Fargo Securities are acting as co-lead managers in connection with the offering of the Public Certificates. The Public Certificates were offered by the Underwriters for sale to the public, pursuant to the Depositor’s Preliminary Prospectus, dated April 19, 2024, and by the Prospectus, dated April 24, 2024 (the “Prospectus”), in negotiated transactions or otherwise at varying prices determined at the time of sale. 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 hereto as Exhibit 5. The Prospectus was filed with the Commission on April 26, 2024 under Commission File Number 333-255934-12.

All of the Private Certificates, having an aggregate initial principal amount of $77,665,671 were sold to BMO Capital Markets, CGMI, DBSI, GS&Co., UBS Securities, Wells Fargo Securities, Academy, Bancroft and Drexel (together with BMO Capital Markets, CGMI, DBSI, GS&Co., UBS Securities, Wells Fargo Securities, Academy, Bancroft and Drexel, in such capacity, the “Initial Purchasers”), pursuant to a Purchase Agreement, dated as of April 24, 2024, between the Depositor and the Initial Purchasers. The Private Certificates were sold in private placement transactions exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act.

The net proceeds of the sale of the Certificates were applied to the purchase of the Mortgage Loans by the Depositor from Bank of Montreal, Argentic Real Estate Finance 2 LLC (“AREF2”), Citi Real Estate Funding Inc., German American Capital Corporation, Goldman Sachs Mortgage Company, LMF Commercial, LLC, Starwood Mortgage Capital, LLC, UBS AG and Wells Fargo Bank, National Association. The net proceeds to the Depositor of the offering of the Certificates, after deducting expenses

 

payable by the Depositor in connection with the issuance and distribution of the Certificates of approximately $5,322,088.42, were approximately $867,422,323.05. Of the expenses paid by the Depositor, approximately $571,364.24 were paid directly to affiliates of the Depositor, $75,000.00 in the form of fees were paid to the Underwriters and the Initial Purchasers, $150,000.00 were paid to or for the counsel to the Underwriters and the Initial Purchasers, and approximately $4,525,724.18 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 Depositor.

Further information regarding sales of the Public Certificates is set forth in the Underwriting Agreement (including, as to the price per class of Public Certificates, on Schedule II thereto) attached as Exhibit 1 to the Depositor’s Current Report on Form 8-K/A, filed with the Commission on May 15, 2024 under Commission File No. 333-255934-12, and in the Prospectus. The related registration statement (file no. 333-255934) was originally declared effective on June 23, 2021.

AREF2, in its capacity as “retaining sponsor” (as such term is defined in Regulation RR (12 C.F.R. Part 244) promulgated under Section 15G of the Securities Exchange Act of 1934, as amended (“Regulation RR”)) (the “Retaining Sponsor”), is satisfying its credit risk retention obligation under Regulation RR in connection with the securitization of the Mortgage Loans referred to above by (i) the purchase by Argentic Securities Holdings 2 Cayman Limited (the “Argentic MOA”), a “majority-owned affiliate” (as defined in Regulation RR) of AREF2, on the Closing Date, of an “eligible vertical interest” (as defined in Regulation RR), in the form of Certificates representing at least 2.9500% of the Certificate Balance or Notional Amount, as applicable, of each Class of Certificates (other than the Class R Certificates) (collectively, the “VRR Interest”), which VRR Interest also represents approximately 2.9505% of all the “ABS interests” (i.e., the sum of the aggregate initial Certificate Balances of all Classes of Certificates (other than the Class R Certificates)) issued by the issuing entity in connection with this securitization transaction, and (ii) the purchase by the Argentic MOA, on the Closing Date, of an “eligible horizontal residual interest” (as defined in Regulation RR) consisting of the Class G-RR and Class J-RR Certificates (collectively, the “HRR Certificates”) (in each case excluding the portion of such Class comprising the VRR Interest), with an aggregate initial Certificate Balance of $38,733,671, and having an aggregate fair value representing approximately 2.1282% of the fair value, as of the Closing Date, of all of the Certificates (other than the Class R Certificates) as of the Closing Date, determined in accordance with Generally Accepted Accounting Principles.

The aggregate fair value, as of the Closing Date, of the HRR Certificates (excluding in the case of each Class comprising the HRR Certificates, the portion thereof comprising the VRR Interest) that the Retaining Sponsor would be required to retain in order to meet the credit risk retention requirements of Regulation RR with respect to this securitization transaction, if it was relying solely on an “eligible horizontal residual interest” (as defined in Regulation RR) to satisfy such requirements, is approximately $43,637,221, representing 5% of the aggregate fair value, as of the Closing Date, of all of the Certificates (other than the Class R Certificates) issued by the issuing entity.

Item 9.01. Financial Statements and Exhibits.

(d)       Exhibits

Exhibit No.	Description
Exhibit 5	Legality Opinion of Orrick, Herrington & Sutcliffe LLP, dated May 15, 2024
Exhibit 8	Tax Opinion of Orrick, Herrington & Sutcliffe LLP, dated May 15, 2024 (included as part of Exhibit 5)

 

Exhibit 23 Consent Opinion of Orrick, Herrington & Sutcliffe LLP, dated May 15, 2024 (included as part of Exhibit 5)

 

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.

Date: May 15, 2024	BMO COMMERCIAL MORTGAGE SECURITIES LLC
	By:	/s/ Paul Vanderslice
		Name: Paul Vanderslice Title:   Chief Executive Officer

BMO 2024-5C4 – Form 8-K (Closing)

EX-5

Exhibit 5

 

orrick, herrington & Sutcliffe LLP

51 W 52nd Street
New York, New York 10019-6142

tel +1-212-506-5000

fax +1-212-506-5151 

www.orrick.com

May 15, 2024

BMO Commercial Mortgage Securities LLC

c/o BMO Capital Markets Corp.

151 West 42nd Street

New York, New York 10036

Re:	BMO 2024-5C4 Mortgage Trust,
	Commercial Mortgage Pass-Through Certificates, Series 2024-5C4

Ladies and Gentlemen:

We have acted as special counsel to BMO Commercial Mortgage Securities LLC (the “Depositor”) in connection with the transactions contemplated by the following agreements (collectively, the “Agreements”): (i) that certain Pooling and Servicing Agreement, dated as of May 1, 2024 (the “Pooling and Servicing Agreement”), between the Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Argentic Services Company LP, as special servicer, Pentalpha Surveillance LLC, as operating advisor and asset representations reviewer, Computershare Trust Company, National Association, as certificate administrator and trustee, pursuant to which the BMO 2024-5C4 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2024-5C4, Class A-1, Class A-2, Class A-3, Class X-A, Class X-B, Class A-S, Class B and Class C (the “Certificates”), are being issued on the date hereof; and (ii) that certain Underwriting Agreement, dated as of April 24, 2024 (the “Underwriting Agreement”), between the Depositor, BMO Capital Markets Corp. (“BMO Capital”), Citigroup Global Markets Inc. (“CGMI”), Deutsche Bank Securities Inc. (“DBSI”), Goldman Sachs & Co. LLC (“GS&Co.”), UBS Securities LLC (“UBS Securities”), Wells Fargo Securities, LLC (“Wells Fargo Securities”), Academy Securities, Inc. (“Academy”), Bancroft Capital, LLC (“Bancroft”) and Drexel Hamilton, LLC (“Drexel”; and BMO Capital, CGMI, DBSI, GS&Co., UBS Securities, Wells Fargo Securities, Academy, Bancroft and Drexel, collectively, the “Underwriters”), pursuant to which the Underwriters have agreed to purchase, subject to the satisfaction of the conditions set forth therein, the Certificates. Capitalized terms used but not defined in this letter have the respective meanings assigned to such terms in the Pooling and Servicing Agreement.

The Certificates have been offered pursuant to the Depositor’s prospectus, dated April 24, 2024 (including the annexes and exhibits attached thereto, but excluding any electronic media that may accompany the printed version thereof, the “Prospectus”).

BMO 2024-5C4 Mortgage Trust May 15, 2024 Page 2

In rendering the opinions set forth below, we have examined and relied upon originals, copies or specimens, certified or otherwise identified to our satisfaction, of the Agreements and such certificates, entity and public records, agreements and instruments and other documents, including, among other things, the documents delivered on the date hereof, as we have deemed appropriate as a basis for the opinions expressed below. Furthermore, except for the matters that are specifically addressed in any opinion expressed below, we have assumed, to the extent relevant to the opinions expressed below, (i) the authenticity of all documents submitted to us as originals or as copies or specimens thereof, the conformity to the originals of all documents submitted to us as copies or specimens, the genuineness of all signatures and the legal capacity of natural persons, (ii) the necessary entity formation and continuing existence in the jurisdiction of formation, and the necessary licensing and qualification in all jurisdictions, of all parties to all documents, (iii) the enforceability (as limited by bankruptcy and other insolvency laws) and, with respect thereto and to any other matter herein to which relevant, any necessary entity power and authority, authorization, execution, authentication, payment and delivery of, under and with respect to all documents to which this opinion letter relates, (iv) that the execution, delivery and performance of the documents to which this opinion relates do not contravene the organizational documents of any party, (v) the necessary ownership of and/or other rights and interests in assets, and the necessary adequacy and fairness of any consideration for such assets, (vi) the accuracy of the representations and warranties as to factual matters, and compliance by the parties thereto with the covenants, contained in any document referred to herein or otherwise reviewed by us in connection with rendering this opinion letter, (vii) the conformity of the underlying assets and related documents to the requirements of any agreement to which this opinion letter relates and (viii) that there is not any other agreement that modifies or supplements the agreements expressed in any document to which this opinion letter relates in a manner that affects the correctness of any opinion expressed below. Except as expressly set forth herein, we have not undertaken any independent investigation (including, without limitation, conducting any review, search or investigation of any public files, records or dockets) to determine the existence or absence of the facts that are material to our opinions, and no inference as to our knowledge concerning such facts should be drawn from our reliance on the representations of the Depositor and others in connection with the preparation and delivery of this opinion letter.

In addition, we assume, for purposes of this opinion letter, the conformity of the text of the Prospectus filed with the Securities and Exchange Commission (the “Commission”) through the Commission’s Electronic Data Gathering, Analysis and Retrieval System to the printed copies of such document reviewed by us.

In rendering this opinion letter, we do not express any opinion concerning any law other than the laws of the State of New York and the federal laws of the United States of America. In addition, we do not express any opinion herein with respect to any matter not specifically addressed in the opinions expressed below.

BMO 2024-5C4 Mortgage Trust May 15, 2024 Page 3

Based upon and subject to the foregoing, it is our opinion that:

1.When the Certificates have been duly executed, authenticated or countersigned (as applicable) and delivered by the Certificate Administrator in the manner contemplated by the Pooling and Servicing Agreement, and paid for and sold to the Underwriters in accordance with the Underwriting Agreement, the Certificates will be validly issued and outstanding, fully paid and non-assessable and entitled to the benefits of the Pooling and Servicing Agreement.

2.       The descriptions of federal income tax consequences appearing under the heading “MATERIAL FEDERAL INCOME TAX CONSEQUENCES” in the Prospectus, while not purporting to discuss all possible federal income tax consequences of an investment in the Certificates, accurately describe in all material respects the federal income tax consequences to holders of the Certificates which are discussed, under existing law and subject to the qualifications and assumptions stated therein. We also hereby confirm and adopt the opinions expressly set forth under such heading, under existing law and subject to the qualifications and assumptions stated therein.

This opinion letter is rendered for the sole benefit of the addressee hereof with respect to the matters specifically addressed herein, and no other person or entity is entitled to rely hereon. The procedures undertaken by us in connection with this opinion letter do not constitute “due diligence services” as defined in Rule 17g-10 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and this opinion letter does not constitute a “due diligence report” for purposes of Rule 15Ga-2 of the Exchange Act. No person is permitted to use, furnish or refer to this opinion letter in connection with such rules without our prior written approval. We assume no obligation to revise, supplement or withdraw this opinion letter, or otherwise inform the addressee hereof or other person or entity, with respect to any change occurring subsequent to the delivery hereof in any applicable fact or law or any judicial or administrative interpretation thereof, even though such change may affect a legal analysis or conclusion contained herein.

We hereby consent to the filing of this opinion letter as an exhibit to the Depositor’s Registration Statement on Form SF-3 (File No. 333-255934) (the “Registration Statement”), and to the use of our name in the Prospectus under the headings “LEGAL MATTERS” and “MATERIAL FEDERAL INCOME TAX CONSEQUENCES.” This consent is not to be construed as an admission that we are “persons” within the meaning of Section 7(a) or 11(a)(4) of the Securities Act of 1933, as amended, or “experts” within the meaning of Section 11 thereof, with respect to any portion of the Registration Statement.

BMO 2024-5C4 Mortgage Trust May 15, 2024 Page 4

In addition, we disclaim any obligation to update this letter for changes in fact or law, or otherwise.

Very truly yours,

/s/ Orrick, Herrington & Sutcliffe LLP

ORRICK, HERRINGTON & SUTCLIFFE LLP