UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM ABS-15G
ASSET-BACKED SECURITIZER
Report Pursuant to Section 15G of
the Securities Exchange Act of 1934
Check the appropriate box to indicate the filing obligation to which this form is intended to satisfy:
[_] Rule 15Ga-1 under the Exchange Act (17 CFR 240.15Ga-1) for the reporting period _________________ to _________________
Date of Report (Date of earliest event reported)______________________
Commission File Number of securitizer: ____________________
Central Index Key Number of securitizer: ___________________
______________________________________________________________________
Name and telephone number, including area code, of the person to
contact in connection with this filing
Indicate by check mark whether the securitizer has no activity to report for the initial period pursuant to Rule 15Ga-1(c)(1) [_]
Indicate by check mark whether the securitizer has no activity to report for the quarterly period pursuant to Rule 15Ga-1(c)(2)(i) [_]
Indicate by check mark whether the securitizer has no activity to report for the annual period pursuant to Rule 15Ga-1(c)(2)(ii) [_]
[ü] Rule 15Ga-2 under the Exchange Act (17 CFR 240.15Ga-2)
Central Index Key Number of depositor: 0000850779
DTP Commercial Mortgage Trust 2023-STE2
(Exact name of issuing entity as specified in its charter)
Central Index Key Number of issuing entity (if applicable): Not applicable
Central Index Key Number of underwriter (if applicable): Not applicable
A.J. Sfarra, (212) 214-5613 |
Name and telephone number, including area code, of the person to |
contact in connection with this filing |
INFORMATION TO BE INCLUDED IN THE REPORT
FINDINGS AND CONCLUSIONS OF THIRD-PARTY DUE DILIGENCE REPORTS
Item 2.01 Findings and Conclusions of a Third Party Due Diligence Report Obtained by the Issuer
Attached as Exhibit 1 hereto is an agreed-upon procedures report, dated November 30, 2023, obtained by the depositor, with respect to certain agreed-upon procedures performed by KPMG LLP.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the reporting entity has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Wells Fargo Commercial Mortgage Securities, Inc.
(Depositor)
Date: November 30, 2023
/s/ Anthony J. Sfarra |
By: Anthony J. Sfarra, President
(senior officer in charge of securitization of the depositor)
Exhibit 1 | Independent Accountants’ Agreed-Upon Procedures Report, dated November 30, 2023. |
Exhibit 1
KPMG LLP |
Independent Accountants’ Agreed-Upon Procedures Report
Wells Fargo Commercial Mortgage Securities, Inc. and Wells Fargo Bank, National Association
(together, the “Company”)
Wells Fargo Securities, LLC
Goldman Sachs & Co. LLC
Goldman Sachs Bank USA
Goldman Sachs Mortgage Company
KeyBanc Capital Markets, Inc.
KeyBank National Association
(together, the “Specified Parties”)
Re: DTP Commercial Mortgage Trust 2023-STE2 – Data File Procedures
We have performed the procedures described below on the specified attributes in an electronic data file entitled “DTP 2023-STE2 Accounting Tape.xlsx” provided by the Company on November 30, 2023 (the “Data File”), containing information on one mortgage loan (“Mortgage Loan”) and 10 related mortgaged properties (“Mortgaged Properties”) as of December 11, 2023 (the “Cut-off Date”), which we were informed are intended to be included as collateral in the offering by DTP Commercial Mortgage Trust 2023- STE2, Commercial Mortgage Pass-Through Certificates, Series 2023-STE2 (the “Certificates”). The Company is responsible for the specified attributes identified by the Company in the Data File.
The Specified Parties have agreed to and acknowledged that the procedures performed are appropriate to meet their intended purpose of assisting specified parties in evaluating the accuracy of the specified attributes in the Data File. This report may not be suitable for any other purpose. No other parties have agreed to or acknowledged the appropriateness of these procedures for the intended purpose or any other purpose.
The procedures performed may not address all the items of interest to a specified party of this report and may not meet the needs of all specified parties of this report and, as such, specified parties are responsible for determining whether the procedures performed are appropriate for their purposes. We make no representation regarding the appropriateness of the procedures either for the intended purpose or for any other purpose
Unless otherwise stated, the following definitions have been adopted in presenting our procedures and findings:
· | The term “compared” means compared to the information shown and found it to be in agreement, unless otherwise stated. Such compared information was deemed to be in agreement if differences were within the reporting threshold. |
· | The term “recomputed” means recalculated and compared the result to the information shown and found it to be in agreement, unless otherwise stated. Such recomputed information was deemed to be in agreement if differences were within the reporting threshold. |
· | The term “reporting threshold” means that dollar amounts and percentages were within $1.00 and 0.1%, respectively. |
KPMG LLP, a Delaware limited liability partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. |
· | The term “Loan Files” means the copies of source documents provided by the Company and listed in Attachment A. When the term “Draft” is included with a document, it means the source documents provided by the Company and listed in Attachment A are in draft form and are not executed with signatures as of the date of this report. We make no representation regarding the validity or accuracy of these documents. |
· | The term “Instructions” means the instructions provided by the Company pertaining to a procedure attribute, or methodology as described in Attachment C. |
· | The term “Compared Attributes” means the list of fields in the Data File which were selected by the Company for us to perform comparison procedures for and are listed in Attachment A. |
· | The term “Recomputed Attributes” means the list of fields in the Data File which were selected by the Company for us to perform recomputation procedures for and are listed in Attachment B. |
· | The term “Calculation Methodology” means the formula listed in the Calculation Methodology field of the Attachment B containing the calculation methodology for the Recomputed Attributes provided by the Company. |
· | The term “Provided Information” means the Loan Files, Cut-off Date, Calculation Methodology and Instructions. |
Prior to being provided the Data File, we received one or more earlier versions of the data file on which to perform our procedures. In performing those procedures, we identified differences which were communicated to the Specified Parties. The Data File represents the revised information reflecting resolution of differences communicated as determined appropriate by the Specified Parties. We performed the procedures on the Data File, and the results of those procedures are reflected herein.
The procedures we were instructed by the Company to perform and the associated findings are as follows.
A. | We compared the Compared Attributes in the Data File to the corresponding information included in the Loan Files. The Specified Parties indicated that the absence of any of the information in the Loan Files or the inability to agree the indicated information from the Data File to the Loan Files for each of the attributes identified, constituted an exception. The document priority is the order provided by the Company, which is listed in the “Source Document(s)” column in Attachment A, with the highest priority document listed first. |
B. | We recomputed the Recomputed Attributes in the Data File using (i) the corresponding information contained in the Data File, and (ii) the Calculation Methodology. |
We were engaged by the Company to perform this agreed-upon procedures engagement and conducted our engagement in accordance with attestation standards established by the American Institute of Certified Public Accountants, which involves us performing the specific procedures agreed to and acknowledged above and reporting on findings based on performing those procedures. We were not engaged to, and did not, conduct an examination or review, the objective of which would be the expression of an opinion or conclusion, respectively, on the specified attributes in the Data File. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported.
We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements related to our agreed-upon procedures engagement.
The procedures performed were applied based on the information included in the Data File and Provided Information, without verification or evaluation of such information by us; therefore, we express no opinion or any other form of assurance regarding (i) the reasonableness of the information provided to us by the Company, (ii) the physical existence of the Mortgage Loan and related Mortgaged Properties, (iii) the reliability or accuracy of the Provided Information which was used in our procedures, or (iv) matters of legal interpretation.
2
The procedures performed were not intended to address, nor did they address: (i) the conformity of the origination of the Mortgage Loan to stated underwriting or credit extension guidelines, standards, criteria or other requirements, (ii) the value of collateral securing any such Mortgage Loan being securitized, (iii) the compliance of the originator of the Mortgage Loan with federal, state, and local laws and regulations, or (iv) any other factor or characteristic of the Mortgage Loan and related Mortgaged Properties that would be material to the likelihood that the issuer of the Certificates will pay interest and principal in accordance with applicable terms and conditions. The procedures performed were not intended to satisfy any criteria for due diligence published by the nationally recognized statistical rating organizations (“NRSROs”).
The terms of our engagement are such that we have no responsibility to update this report because of events and circumstances that may subsequently occur.
This report is intended solely for the information and use of the Specified Parties. It is not intended to be and should not be used by any other person or entity, including investors or the NRSROs, who are not identified in the report as the Specified Parties but may have access to this report as required by law or regulation.
/s/KPMG LLP
McLean, VA
November 30, 2023
3
ATTACHMENT A
COMPARED ATTRIBUTES
Attribute | Source Document(s) |
Address | Appraisal; Property Condition Assessment (PCA) |
City | Appraisal |
State | Appraisal |
County | Appraisal |
Zip | Appraisal |
Nearest MSA | Appraisal |
# of Buildings | Appraisal |
Property Type | Appraisal |
Property Sub type | Appraisal |
Anchor Tenant | Underwritten Rent Roll |
Occupancy % | Underwritten Rent Roll |
Occupancy % as of Date | Underwritten Rent Roll |
Borrower Name | Draft Loan Agreement |
Borrower Sponsor | Draft Loan Agreement |
Guarantor | Draft Guaranty |
SF | Underwritten Rent Roll |
Loan Purpose | Provided by the Company |
Note Date | Draft Loan Agreement |
First Payment Date | Draft Loan Agreement |
Initial Maturity Date or Anticipated Repayment Date | Draft Loan Agreement |
Fully Extended Maturity Date or Anticipated Repayment Date | Draft Loan Agreement |
Mortgage Rate | Draft Loan Agreement |
Certificate Administrator Fee Rate | Provided by the Company |
Operating Advisor Fee Rate | Provided by the Company |
Servicing Fee Rate | Provided by the Company |
A-1
ATTACHMENT A
Attribute | Source Document(s) |
CREFC Fee Rate | Provided by the Company |
Rate Type | Draft Loan Agreement |
Interest Accrual Basis | Draft Loan Agreement |
Interest Rate Change Amount | Draft Loan Agreement |
Interest Rate Change Trigger | Draft Loan Agreement |
Original Principal Balance | Draft Loan Agreement |
Loan Level Cut-Off Date Balance | Draft Loan Agreement |
Loan Level Maturity Date Balance | Draft Loan Agreement |
Prepayment Restriction Code | Draft Loan Agreement |
Partial Release and/or Partial Prepayment (Y/N) | Draft Loan Agreement |
Partial Release and/or Prepayment Description | Draft Loan Agreement |
Amortization Term (Original) | Draft Loan Agreement |
Amortization Term (Remaining) | Draft Loan Agreement |
Loan Term (Original) | Draft Loan Agreement |
Extension Options Description | Draft Loan Agreement |
IO Period | Draft Loan Agreement |
Loan Amortization Type | Draft Loan Agreement |
ARD Loan (Y/N) | Draft Loan Agreement |
Appraisal Firm | Appraisal |
Appraisal Valuation Date | Appraisal |
Appraised Value | Appraisal |
As-Is Appraisal Valuation Date | Appraisal |
As-Is Appraised Value | Appraisal |
LTV Adjusted (Y/N) | Provided by the Company |
LTV Adjustment Amount | Provided by the Company |
UW DSCRs Adjusted (Y/N) | Provided by the Company |
UW DSCR Adjustment Amount | Provided by the Company |
A-2
ATTACHMENT A
Attribute | Source Document(s) |
UW DYs Adjusted (Y/N) | Provided by the Company |
UW DY Adjustment Amount | Provided by the Company |
Year Built / Renovated | Appraisal |
Parking Spaces | Appraisal |
Land Size (Acres) | Appraisal |
Annual Base Rent as of December 1, 2023 | Underwritten Rent Roll |
Rent Escalations (annual) | Underwritten Rent Roll |
Tenant Sales (2020) | Underwritten Rent Roll |
Tenant Sales (2021) | Underwritten Rent Roll |
Tenant Sales (2022) | Underwritten Rent Roll |
3-Mile Pop. | Costar Demographic Reports |
5-Mile Pop. | Costar Demographic Reports |
10-Mile Pop. | Costar Demographic Reports |
3-Mile Median HH Income | Costar Demographic Reports |
5-Mile Median HH Income | Costar Demographic Reports |
10-Mile Median HH Income | Costar Demographic Reports |
3-Mile Average HH Income | Costar Demographic Reports |
5-Mile Average HH Income | Costar Demographic Reports |
10-Mile Average HH Income | Costar Demographic Reports |
In-Place Base Rent | Underwritten Cash Flows |
Percentage Rent | Underwritten Cash Flows |
Reimbursements | Underwritten Cash Flows |
Other Income | Underwritten Cash Flows |
Gross Potential Income | Underwritten Cash Flows |
Vacancy | Underwritten Cash Flows |
Effective Gross Income | Underwritten Cash Flows |
Real Estate Taxes | Underwritten Cash Flows |
A-3
ATTACHMENT A
Attribute | Source Document(s) |
Other Expenses | Underwritten Cash Flows |
Insurance | Underwritten Cash Flows |
Management Fee | Underwritten Cash Flows |
Total Expenses | Underwritten Cash Flows |
UW NOI | Underwritten Cash Flows |
Replacement Reserves | Underwritten Cash Flows |
Tenant Improvements | Underwritten Cash Flows |
Leasing Commissions | Underwritten Cash Flows |
Total CapEx | Underwritten Cash Flows |
UW NCF | Underwritten Cash Flows |
Loan Cross Portfolio Name | Draft Loan Agreement |
Affiliated Sponsor (Y/N) | Draft Loan Agreement |
Lien Position | Provided by the Company |
Title Vesting (Fee/Leasehold/Both) | Provided by the Company |
Ground Lease Initial Expiration Date | Ground Lease |
Type of Lockbox | Draft Loan Agreement; Draft DACA; Draft Cash Management Agreement |
Cash Management | Draft Loan Agreement; Draft DACA; Draft Cash Management Agreement |
Engineering Escrow/Deferred Maintenance | Draft Loan Agreement |
Environmental Escrow | Draft Loan Agreement |
Springing Environmental Escrow Description | Draft Loan Agreement |
Tax Escrow (Initial) | Draft Loan Agreement |
Tax Escrow (Monthly) | Draft Loan Agreement |
Springing Tax Escrow Description | Draft Loan Agreement |
Insurance Escrow (Initial) | Draft Loan Agreement |
Insurance Escrow (Monthly) | Draft Loan Agreement |
Springing Insurance Escrow Description | Draft Loan Agreement |
A-4
ATTACHMENT A
Attribute | Source Document(s) |
Replacement Reserve (Initial) | Draft Loan Agreement |
Replacement Reserve (Monthly) | Draft Loan Agreement |
Springing Replacement Reserve Description | Draft Loan Agreement |
TI/LC Reserve (Initial) | Draft Loan Agreement |
TI/LC Reserve (Monthly) | Draft Loan Agreement |
Springing TI/LC Reserve Description | Draft Loan Agreement |
Other Escrow I Reserve Description | Draft Loan Agreement |
Other Escrow I (Initial) | Draft Loan Agreement |
Other Escrow I (Monthly) | Draft Loan Agreement |
Springing Other Escrow I Reserve Description | Draft Loan Agreement |
Pari Passu Debt (Y/N) | Draft Loan Agreement |
Whole Loan Original Principal Balance | Draft Loan Agreement |
Whole Loan Cut-Off Date Balance | Draft Loan Agreement |
Whole Loan Maturity Date Balloon Payment | Draft Loan Agreement |
Trust Notes Original Balance | Draft Loan Agreement |
Trust Notes Cut-off Date Balance | Draft Loan Agreement |
Trust Notes Maturity Date Balloon Payment | Draft Loan Agreement |
Trust A Notes Original Principal Balance | Draft Loan Agreement |
Trust A Notes Cut-Off Date Balance | Draft Loan Agreement |
Junior Notes Original Balance ($) | Draft Loan Agreement |
Junior Notes Cut-off Date Balance ($) | Draft Loan Agreement |
Companion Notes Original Balance | Draft Loan Agreement |
Companion Notes Cut-off Date Balance | Draft Loan Agreement |
Companion Notes Description | Draft Loan Agreement |
Existing Subordinate Secured Debt (Y/N) | Draft Loan Agreement |
Sub Sec Debt Description | Draft Loan Agreement |
Sub Sec Debt Original Principal Balance | Draft Loan Agreement |
A-5
ATTACHMENT A
Attribute | Source Document(s) |
Sub Sec Debt Cut-Off Date Principal Balance | Draft Loan Agreement |
Existing Mezzanine Debt (Y/N) | Draft Loan Agreement |
Mezzanine Debt Cut-Off Date Principal Balance | Draft Loan Agreement |
Existing Unsecured Debt (Y/N) | Draft Loan Agreement |
Unsecured Debt Cut-Off Date Principal Balance | Draft Loan Agreement |
Future Secured Debt Permitted (Y/N) | Draft Loan Agreement |
Future Mezzanine Debt Permitted (Y/N) | Draft Loan Agreement |
Future Unsecured Debt Permitted (Y/N) | Draft Loan Agreement |
Environmental Phase I Report Date | Phase I Report |
Phase II Performed | Phase II Report |
Engineering Report Firm | PCA |
Engineering Report Date | PCA |
Seismic Report Date | Seismic Report, PCA |
Seismic PML % | Seismic Report, PCA |
Seismic Insurance Required and Obtained if PML >= 20% (Y/N) | Seismic Report, PCA |
Single-Tenant (Y/N) | Underwritten Rent Roll |
Largest Tenant Name | Underwritten Rent Roll |
Largest Tenant SqFt | Underwritten Rent Roll |
Largest Tenant Exp. Date | Underwritten Rent Roll |
Second Largest Tenant Name | Underwritten Rent Roll |
Second Largest Tenant SqFt | Underwritten Rent Roll |
Second Largest Tenant Exp. Date | Underwritten Rent Roll |
Third Largest Tenant Name | Underwritten Rent Roll |
Third Largest Tenant SqFt | Underwritten Rent Roll |
Third Largest Tenant Exp. Date | Underwritten Rent Roll |
Fourth Largest Tenant Name | Underwritten Rent Roll |
A-6
ATTACHMENT A
Attribute | Source Document(s) |
Fourth Largest Tenant SqFt | Underwritten Rent Roll |
Fourth Largest Tenant Exp. Date | Underwritten Rent Roll |
Fifth Largest Tenant Name | Underwritten Rent Roll |
Fifth Largest Tenant SqFt | Underwritten Rent Roll |
Fifth Largest Tenant Exp. Date | Underwritten Rent Roll |
A-7
ATTACHMENT B
RECOMPUTED ATTRIBUTES
Attribute | Calculation Methodology |
Monthly Debt Service Amount | Mortgage Rate multiplied by 365/360 multiplied by the Original Principal Balance divided by 12 |
Allocated Loan Amount | Individual property's Allocated Loan Amount prorated based on UW NOI |
Allocated Loan Amount % | Individual property's Allocated Loan Amount divided by aggregate Allocated Loan Amount |
Property Level Cut-Off Date Balance | Same as Allocated Loan Amount |
% of Aggregate Cut-off Date Balance | Property Level Cut-Off Date Balance divided by the aggregate Property Level Cut-Off Date Balance |
Property Level Maturity Date Balance | Same as Allocated Loan Amount |
% of Aggregate Maturity Date Balance | Property Level Maturity Date Balance divided by the aggregate Property Level Maturity Date Balance |
Loan Term (Remaining) | Loan Term (Original) minus Seasoning |
Seasoning | Number of payments between and including the First Payment Date and the Cut-off Date |
Cut-Off Date LTV Ratio | Loan Level Cut-Off Date Balance divided by Appraised Value |
LTV Ratio at Maturity or ARD | Original Principal Balance divided by Appraised Value |
Cut-Off Date As-Is LTV Ratio | Loan Level Cut-Off Date Balance divided by As-Is Appraised Value |
As-Is LTV Ratio at Maturity or ARD | Original Principal Balance divided by As-Is Appraised Value |
UW NCF DSCR | UW NCF divided by the product of Monthly Debt Service Amount multiplied by 12 |
Cut-Off Date UW NOI Debt Yield | UW NOI divided by Loan Level Cut-Off Date Balance |
Cut-Off Date UW NCF Debt Yield | UW NCF divided by Loan Level Cut-Off Date Balance |
WA Lease Commencement | Weighted average of individual property’s lease commencement date as sourced from the Underwritten Rent Roll |
WA Lease Exp. | Weighted average of individual property’s lease expiration date as sourced from the Underwritten Rent Roll |
ATTACHMENT B
Attribute | Calculation Methodology |
% of Total NCF | Individual property's UW NCF divided by the aggregate UW NCF |