8-K 1 form-8_k.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: August 7, 2012
(Date of earliest event reported)

 

WFRBS Commercial Mortgage Trust 2012-C8

(Exact name of issuing entity)

 

Wells Fargo Bank, National Association

The Royal Bank of Scotland plc

Liberty Island Group I LLC

C-III Commercial Mortgage LLC

Basis Real Estate Capital II, LLC

(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   333-172366-03   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 August 7, 2012, Wells Fargo Commercial Mortgage Securities Inc. (the “Depositor”) caused the issuance, pursuant to a Pooling and Servicing Agreement, dated as of August 1, 2012 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, Deutsche Bank Trust Company Americas, as trustee, Wells Fargo Bank, National Association, as certificate administrator, and Pentalpha Surveillance LLC, as trust advisor, of Wells Fargo Commercial Mortgage Trust 2012-C8, Commercial Mortgage Pass-Through Certificates, Series 2012-C8. The Class A-1, Class A-2, Class A-3, Class A-SB, Class A-S, Class B and Class C Certificates (the “Public Certificates”), having an aggregate initial principal amount of $1,020,079,000, were sold to Wells Fargo Securities, LLC (“WFS”), RBS Securities Inc. (“RBS Securities”) and Citigroup Global Markets Inc. (“Citi” and, together with WFS and RBS Securities, the “Underwriters”), pursuant to the Underwriting Agreement, dated July 20, 2012, 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 to an exhibit to this report.

On August 7, 2012, the Registrant also sold the Class X-A, Class X-B, Class A-FL, Class D, Class E, Class F, Class G, Class H and Class R Certificates (collectively, the “Private Certificates”) having an aggregate initial principal amount of $280,871,580, to WFS, RBS Securities and J.P. Morgan Securities LLC (“JP Morgan” and together with WFS and RBS Securities, the “Initial Purchasers”), pursuant to a Certificate Purchase Agreement, dated July 20, 2012, by and between the Registrant, the Underwriters 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(2) of the Act.

The Public Certificates, the Private Certificates and the Class A-FX and Class V Certificates represent, in the aggregate, the entire beneficial ownership in WFRBS Commercial Mortgage Trust 2012-C8 (the “Issuing Entity”), a common law trust fund formed under the laws of the State of North Carolina pursuant to the Pooling and Servicing Agreement. The assets of the Issuing Entity consist primarily of 80 fixed-rate mortgage loans (the “Mortgage Loans”) secured by first liens on 122 commercial properties. The Mortgage Loans were acquired by the Registrant from (i) Wells Fargo Bank, National Association (“WFB”), pursuant to a Mortgage Loan Purchase Agreement, dated July 20, 2012 and as to which an executed version is attached hereto as Exhibit 99.1 (the “WFB Mortgage Loan Purchase Agreement”), between the Registrant and WFB; (ii) The Royal Bank of Scotland plc (“RBS”), pursuant to a Mortgage Loan Purchase Agreement, dated July 20, 2012 and as to which an executed version is attached hereto as Exhibit 99.2 (the “RBS Mortgage Loan Purchase Agreement”), between the Registrant and RBS; (iii) Liberty Island Group I LLC (“Liberty Island”), pursuant to a Mortgage Loan Purchase Agreement, dated July 20, 2012 and as to which an executed version is attached hereto as Exhibit 99.3 (the “Liberty Island Mortgage Loan Purchase Agreement”), between the Registrant and Liberty Island and Liberty Island Group LLC; (iv) C-III Commercial Mortgage LLC (“C-III”), pursuant to a Mortgage Loan Purchase Agreement, dated July 20, 2012 and as to which an executed

 

 
 

version is attached hereto as Exhibit 99.4 (the “C-III Mortgage Loan Purchase Agreement”), between the Registrant and C-III; (v) Basis Real Estate Capital II, LLC (“Basis”), pursuant to a Mortgage Loan Purchase Agreement, dated July 20, 2012 and as to which an executed version is attached hereto as Exhibit 99.5 (the “Basis Mortgage Loan Purchase Agreement”), between the Registrant, Basis and Basis Investment Group LLC; and RBS Financial Products Inc. (“RBSFP”), pursuant to a Mortgage Loan Purchase Agreement, dated July 20, 2012 and as to which an executed version is attached hereto as Exhibit 99.6 (the “RBSFP Mortgage Loan Purchase Agreement”), between the Registrant and RBSFP. The net proceeds of the sale of the Public Certificates and Private Certificates were applied to the purchase of the Mortgage Loans by the Registrant from WFB, RBS, Liberty Island, C-III, Basis and RBSFP.

 The Underwriting Agreement is attached as an exhibit to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on July 31, 2012. The related registration statement (file no. 333-172366) was originally declared effective on August 11, 2011.

 
 

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

(c) Exhibits

 

Exhibit 4.1 Pooling and Servicing Agreement, dated as of August 1, 2012, by and among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian, Pentalpha Surveillance LLC, as trust advisor, and Deutsche Bank Trust Company Americas, as trustee.
   
Exhibit 5 Legality Opinion of Cadwalader, Wickersham & Taft LLP, dated August 7, 2012.
   
Exhibit 8 Tax Opinion of Cadwalader, Wickersham & Taft LLP, dated August 7, 2012 (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 July 20, 2012, 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 July 20, 2012, between The Royal Bank of Scotland plc, as seller, and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser.
   
Exhibit 99.3 Mortgage Loan Purchase Agreement, dated as of July 20, 2012, between Liberty Island Group I LLC, as seller, Wells Fargo Commercial Mortgage Securities, Inc., as purchaser, and Liberty Island Group LLC.
   
Exhibit 99.4 Mortgage Loan Purchase Agreement, dated as of July 20, 2012, between C-III Commercial Mortgage LLC, as seller, and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser.
   
Exhibit 99.5 Mortgage Loan Purchase Agreement, dated as of July 20, 2012, between Basis Real Estate Capital II, LLC, as seller, Wells Fargo Commercial Mortgage Securities, Inc., as purchaser, and Basis Investment Group LLC.
   
Exhibit 99.6 Mortgage Loan Purchase Agreement, dated as of July 20, 2012, between RBS Financial Products Inc., 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: August 7, 2012 WELLS FARGO COMMERCIAL
  MORTGAGE SECURITIES, INC.
  (Registrant)
   
   
   
   
  By:  /s/ Anthony Sfarra
    Name: Anthony Sfarra
Title: Director

 

 
 

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 August 1, 2012, by and among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian, Pentalpha Surveillance LLC, as trust advisor, and Deutsche Bank Trust Company Americas, as trustee. (E)
       
5   Legality Opinion of Cadwalader, Wickersham & Taft LLP, dated August 7, 2012. (E)
       
8   Tax Opinion of Cadwalader, Wickersham & Taft LLP, dated August 7, 2012 (included as part of Exhibit 5). (E)
       
23   Consent of Cadwalader, Wickersham & Taft LLP (included as part of Exhibit 5). (E)
       
99.1   Mortgage Loan Purchase Agreement, dated as of July 20, 2012, 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 July 20, 2012, between The Royal Bank of Scotland plc, as seller, and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser. (E)
       
99.3   Mortgage Loan Purchase Agreement, dated as of July 20, 2012, between Liberty Island Group I LLC, as seller, Wells Fargo Commercial Mortgage Securities, Inc., as purchaser, and Liberty Island Group LLC. (E)
       
99.4   Mortgage Loan Purchase Agreement, dated as of July 20, 2012, between C-III Commercial Mortgage LLC, as seller, and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser. (E)
       
99.5   Mortgage Loan Purchase Agreement, dated as of July 20, 2012, between Basis Real Estate Capital II, LLC, as seller, Wells Fargo Commercial Mortgage Securities, Inc., as purchaser, and Basis Investment Group LLC. (E)
       
99.6   Mortgage Loan Purchase Agreement, dated as of July 20, 2012, between RBS Financial Products Inc., as seller, and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser. (E)