Morgan Stanley Bank of America Merrill Lynch Trust 2013-C12 - FORM 8-K - October 23, 2013

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EX-5.1 - LEGALITY OPINION OF SIDLEY AUSTIN LLP, DATED OCTOBER 23, 2013 - Morgan Stanley Bank of America Merrill Lynch Trust 2013-C12exh5_1.htm
 
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):  October 23, 2013
 
Morgan Stanley Bank of America Merrill Lynch Trust 2013-C12
(Exact name of issuing entity)
 
Morgan Stanley Capital I Inc.
(Exact name of registrant as specified in its charter)
 
Morgan Stanley Mortgage Capital Holdings LLC
Bank of America, National Association
CIBC Inc.
(Exact names of sponsors as specified in their charters)
 
Delaware
333-180779-05
13-3291626
(State or Other Jurisdiction
(Commission File
(IRS Employer
of Incorporation)
Number)
Identification No.)
     
     
1585 Broadway
New York, New York
10036
(Address of Principal Executive Offices)
  
(Zip Code)
 
Registrant's telephone number, including area code: (212) 761-4000
 
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 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 October 23, 2013, Morgan Stanley Capital I Inc. (the “Registrant”) caused the issuance, pursuant to a Pooling and Servicing Agreement, dated as of October 1, 2013 (the “Pooling and Servicing Agreement”), between the Registrant, as depositor, Wells Fargo Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, U.S. Bank National Association, as trustee, Trimont Real Estate Advisors, Inc., as trust advisor, and Wells Fargo Bank, National Association, as certificate administrator, custodian, certificate registrar and authenticating agent, of Morgan Stanley Bank of America Merrill Lynch Trust 2013-C12 Commercial Mortgage Pass-Through Certificates, Series 2013-C12 (the “Certificates”).
 
The Certificates consist of the following classes (each, a “Class”), designated as (i) the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (collectively, the “Publicly Offered Certificates”) and (ii) the Class X-C, Class D, Class E, Class F, Class G, Class H and Class R Certificates (collectively, the “Privately Offered Certificates”).
 
The Publicly Offered Certificates were sold to Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and CIBC World Markets Corp., as underwriters (collectively, in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, dated as of October 10, 2013, between the Registrant, Morgan Stanley Mortgage Capital Holdings LLC (“MSMCH”) and the Underwriters.
 
The Privately Offered Certificates were sold to Morgan Stanley & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as initial purchasers (collectively, in such capacities, the “Initial Purchasers”), pursuant to a Certificate Purchase Agreement, dated as of October 10, 2013, between the Registrant, MSMCH and the Initial Purchasers.  The Privately Offered Certificates were sold in transactions exempt from registration under the Securities Act of 1933, as amended.
 
The Certificates represent, in the aggregate, the entire beneficial ownership in Morgan Stanley Bank of America Merrill Lynch Trust 2013-C12, a common law trust fund formed on October 23, 2013 under the laws of the State of New York pursuant to the Pooling and Servicing Agreement. The Issuing Entity’s primary assets are seventy-two (72) fixed rate mortgage loans (the “Mortgage Loans”) secured by first liens on ninety-three (93) multifamily and commercial properties.  The net proceeds of the sale of the Certificates were applied to the purchase of the Mortgage Loans by the Registrant from Morgan Stanley Mortgage Capital Holdings LLC, Bank of America, National Association and CIBC Inc.
 
The Registrant sold all of the Publicly Offered Certificates, having an aggregate certificate principal amount of $1,126,349,000, on October 23, 2013.  The net proceeds of the offering to the Registrant of the issuance of the Publicly Offered Certificates, after deducting expenses payable by the Registrant of $5,282,854, were approximately $1,201,214,259 plus accrued interest from the cut-off date.  Of the expenses paid by the Registrant, none were paid directly to affiliates of the Registrant, none were in the form of fees paid to the Underwriters unaffiliated with the Registrant, approximately $100,000 were expenses paid to or for the Underwriters and $5,182,854 were other expenses. All of the foregoing expense amounts are the Registrant’s reasonable estimates of such expenses.  No underwriting discounts and commissions or finder’s fees were paid by the Registrant; the Publicly Offered 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 Registrant also sold to the Initial Purchasers on such date the Privately Offered Certificates, having an aggregate principal amount of $149,967,957, in each case in private placement transactions exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) of the Act.  Further information regarding such sales has been previously provided on the Registrant’s Current Report on Form 8-K, filed October 21, 2013 (including, as to the price per class of Publicly Offered Certificates, on Schedule I to the Underwriting Agreement filed as an exhibit thereto) and in its Prospectus Supplement, dated October 10, 2013, to the accompanying Prospectus, dated October 1, 2013.  The related registration statement (file no. 333-180779) was originally declared effective on September 10, 2012.
 
 
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In connection with the issuance and sale to the Underwriters of the Publicly Offered Certificates, a legal opinion was rendered related to the validity of, and certain federal income tax considerations relating to, the Publicly Offered Certificates, which legal opinion is attached as an exhibit to this report.
 
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
 
(d)           Exhibits:
 
5.1
Legality Opinion of Sidley Austin LLP, dated October 23, 2013.
   
8.1
Tax Opinion of Sidley Austin LLP, dated October 23, 2013 (included as part of Exhibit 5.1).
   
23.1      
Consent of Sidley Austin LLP (included as part of Exhibit 5.1).
 
 
 
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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.
 
 
 
 
Morgan Stanley Capital I Inc.
  
       
 
By:  
/s/ Cynthia Eckes
  
 
Name:  Cynthia Eckes
  
 
Title: Vice President
  
 
 
Date:  October 23, 2013
 
 
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EXHIBIT INDEX
 
 
Exhibit Number      
Description
   
5.1      
 
Legality Opinion of Sidley Austin LLP, dated October 23, 2013.
 
8.1       
 
Tax Opinion of Sidley Austin LLP, dated October 23, 2013 (included as part of Exhibit 5.1).
 
23.1        
 
Consent of Sidley Austin LLP (included as part of Exhibit 5.1).
 

 
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