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EX-4.1 - POOLING AND SERVICING AGREEMENT, DATED AS OF MARCH 1, 2020 - Wells Fargo Commercial Mortgage Trust 2020-C55exh4-1bmarkb17psa.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: March 24, 2020
(Date of earliest event reported)

 

Wells Fargo Commercial Mortgage Trust 2020-C55
(Central Index Key Number 0001799385)

(Exact name of issuing entity)

 

Wells Fargo Bank, National Association
(Central Index Key Number 0000740906)

Barclays Capital Real Estate Inc.

(Central Index Key Number 0001549574)

LMF Commercial, LLC (f/k/a/ Rialto Mortgage Finance, LLC)

(Central Index Key Number 0001592182)

Ladder Capital Finance LLC

(Central Index Key Number 0001654834)

Rialto Real Estate Fund IV – Debt, LP

(Central Index Key Number 0001788190)

Argentic Real Estate Finance LLC

(Central Index Key Number 0001624053)

(Exact name of sponsor as specified in its charter)

 

Wells Fargo Commercial Mortgage Securities, Inc.
(Central Index Key Number 0000850779)

(Exact name of registrant as specified in its charter)

 

North Carolina 333-226486-13 56-1643598
(State or other jurisdiction of incorporation) (Commission File No.) (IRS Employer Identification No.)

301 South College Street
 
Charlotte, North Carolina 28202
(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))

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

Title of each class Trading Symbol(s) Name of each exchange on which registered
     

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.

On February 27, 2020, Wells Fargo Commercial Mortgage Securities, Inc. (the “Depositor”) caused the issuance, pursuant to a pooling and servicing agreement, dated as of February 1, 2020 (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, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, of the Wells Fargo Commercial Mortgage Trust 2020-C55, Commercial Mortgage Pass-Through Certificates, Series 2020-C55.

The Certificates represent, in the aggregate, the entire beneficial ownership in Wells Fargo Commercial Mortgage Trust 2020-C55 (the “Issuing Entity”), a common law trust formed on February 27, 2020 under the laws of the State of New York pursuant to the Pooling and Servicing Agreement. The assets of the Issuing Entity consist primarily of sixty-six (66) mortgage loans (the “Mortgage Loans”) secured by first liens on one hundred (100) commercial, multifamily or manufactured housing community properties.

The Mortgage Loan secured by the mortgaged property identified as “Kings Plaza” on Exhibit B to the Pooling and Servicing Agreement (the “Kings Plaza Mortgage Loan”), which is an asset of the Issuing Entity, is part of a whole loan (the “Kings Plaza Whole Loan”) that also includes eleven (11) additional pari passu promissory notes, each of which are not an asset of the Issuing Entity. Prior to March 24, 2020, the Kings Plaza Whole Loan was being serviced and administered pursuant to a pooling and servicing agreement, dated as of February 1, 2020 (the “Benchmark 2020-B16 Pooling and Servicing Agreement”) by and among Deutsche Mortgage & Asset Receiving Corporation, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, KeyBank National Association, as special servicer, Wells Fargo Bank, National Association, as certificate administrator and as trustee and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, relating to the Benchmark 2020-B16 transaction.

As of March 24, 2020, the Kings Plaza Whole Loan is being serviced and administered pursuant to a pooling and servicing agreement, dated as of March 1, 2020 (the “Benchmark 2020-B17 Pooling and Servicing Agreement”) by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and as special servicer (in such capacity, the “Benchmark 2020-B17 Special Servicer”), Wells Fargo Bank, National Association, as certificate administrator and as trustee, and Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Benchmark 2020-B17 Operating Advisor”) and as asset representations reviewer, relating to the Benchmark 2020-B17 securitization transaction into which the controlling companion loan is deposited.

The terms and conditions of the Benchmark 2020-B17 Pooling and Servicing Agreement applicable to the servicing of the Kings Plaza Mortgage Loan are substantially similar to the terms and conditions of the Benchmark 2020-B16 Pooling and Servicing Agreement, as described under “Pooling and Servicing Agreement” in the Prospectus filed by the Issuing Entity pursuant to Rule 424(b)(2) with respect to the Certificates on February 27, 2020; provided that under the Benchmark 2020-B17 Pooling and Servicing Agreement the Benchmark 2020-B17 Operating Advisor will be required to (A) generally review the actions of the Benchmark 2020-B17 Special Servicer with respect to any specially serviced mortgage loans, (B) prepare annual reports regarding any specially serviced mortgage loans prior to the occurrence and continuance of a control termination event under the Benchmark 2020-B17 Pooling and Servicing Agreement, (C) upon determining that (y) the Benchmark 2020-B17 Special Servicer is not

   

 

adequately performing its duties under the Benchmark 2020-B17 Pooling and Servicing Agreement or otherwise not acting in accordance with the relevant servicing standard and (z) the replacement of the Benchmark 2020-B17 Special Servicer would be in the best interests of the Benchmark 2020-B17 certificateholders as a collective whole, recommend the replacement of the Benchmark 2020-B17 Special Servicer and (D) consult with the Benchmark 2020-B17 Special Servicer prior to the occurrence of a control termination event under the Benchmark 2020-B17 Pooling and Servicing Agreement. The Benchmark 2020-B17 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 March 1, 2020, among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and as special servicer, Wells Fargo Bank, National Association, as certificate administrator and 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 caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: March 27, 2020 WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC.
(Registrant)
   
  By:  /s/ Anthony J. Sfarra
    Name: Anthony J. Sfarra
Title: President