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: December 21, 2018
(Date of earliest event reported)

 

CSAIL 2018-C14 Commercial Mortgage Trust

(Exact name of issuing entity)

(Central Index Key Number 0001752594)

 

Column Financial, Inc.

(Central Index Key Number 0001628601)

Natixis Real Estate Capital LLC

(Central Index Key Number 0001542256)

Argentic Real Estate Finance LLC
(Central Index Key Number 0001624053)
Rialto Real Estate Fund III – Debt, LP

(Central Index Key Number 0001654834)

Ladder Capital Finance LLC

(Central Index Key Number 0001541468)
 

(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	333-207361-10	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.

Item 6.02

Change of Servicer or Trustee

On November 29, 2018 Credit Suisse Commercial Mortgage Securities Corp. (the “Depositor”) caused the issuance, pursuant to a pooling and servicing agreement, dated as of November 1, 2018 (the “CSAIL 2018-C14 Pooling and Servicing Agreement”), among Credit Suisse Commercial Mortgage Securities Corp. (the “Registrant”), 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, Wilmington Trust, National Association, as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, of CSAIL Commercial Mortgage Trust 2018-C14, Commercial Mortgage Pass-Through Certificates, Series 2018-C14 (the “Certificates”).

The Mortgage Loan identified as the Sheraton Grand Nashville Mortgage Loan in the Pooling and Servicing Agreement, which is an asset of the Issuing Entity, is part of a whole loan (the “Sheraton Grand Nashville Whole Loan”) that also includes additional pari passu promissory notes that are not assets of the Issuing Entity. The Sheraton Grand Nashville Whole Loan is being serviced and administered pursuant to a pooling and servicing agreement, dated as of December 1, 2018 (the “WFCM 2018-C48 Pooling and Servicing Agreement”) by and among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer (the “WFCM 2018-C48 Special Servicer”), Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “WFCM 2018-C48 Operating Advisor”) and as asset representations reviewer, relating to the WFCM 2018-C48 securitization transaction into which the controlling companion loan is deposited.

The terms and conditions of the WFCM 2018-C48 Pooling and Servicing Agreement applicable to the servicing of the Sheraton Grand Nashville Mortgage Loan are substantially similar to the terms and conditions of the CSAIL 2018-C14 Pooling and Servicing Agreement, except that the WFCM 2018-C48 Operating Advisor will be required to (i) generally review the actions of the WFCM 2018-C48 Special Servicer with respect to any specially serviced mortgage loans, (ii) prepare annual reports regarding any specially serviced mortgage loans prior to the occurrence and continuance of a control termination event under the WFCM 2018-C48 Pooling and Servicing Agreement, (iii) upon determining that (a) the WFCM 2018-C48 Special Servicer is not adequately performing its duties under the WFCM 2018-C48 Pooling and Servicing Agreement or otherwise not acting in accordance with the relevant servicing standard and (b) the replacement of the WFCM 2018-C48 Special Servicer would be in the best interests of the WFCM 2018-C48 certificateholders as a collective whole, recommend the replacement of the WFCM 2018-C48 Special Servicer and (iv) consult with the WFCM 2018-C48 Special Servicer prior to the occurrence of a control termination event under the WFCM 2018-C48 Pooling and Servicing Agreement. In addition, the special servicing fees, work-out fees and liquidations fees payable to the WFCM 2018-C48 Special Servicer with respect to the Sheraton Grand Nashville Whole Loan will be generally calculated in a manner similar, but not necessarily identical, to the corresponding fees under the Pooling and Servicing Agreement, except that the liquidation fee will not be subject to a maximum amount of $1,000,000 with respect to any specially serviced loans. Moreover, due to the manner in which the WFCM 2018-C48 securitization satisfied the risk retention requirements of Section 15G of the Exchange Act (the “Risk Retention Requirements”), the WFCM 2018-C48 Pooling and Servicing Agreement does not include a risk retention consultation party (the “Risk Retention Consultation Party”, as defined in the CSAIL 2018-C14 Pooling and Servicing Agreement). In the CSAIL 2018-C14 securitization transaction, the Risk Retention Consultation Party was appointed by a majority-owned affiliate of Rialto Real Estate Fund III – Debt, LP. Under the terms and conditions of the WFCM 2018-C48 Pooling and Servicing Agreement, in connection with certain major

decisions that involve the Sheraton Grand Nashville Whole Loan, the related special servicer is not required to consult with any risk retention consultation party. The WFCM 2018-C48 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 December 1, 2018, by and among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, 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: December 21, 2018

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 December 1, 2018, by and among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer.	(E)