Attached files
| file | filename |
|---|---|
| EX-4.4 - POOLING AND SERVICING AGREEMENT, DATED AS OF MAY 1, 2021 - BANK 2021-BNK32 | exh4-4.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 20, 2021
Central Index Key Number of the issuing entity: 0001848411
BANK 2021-BNK32
(Exact name of Issuing Entity)
Central Index Key Number of the depositor: 0001547361
Morgan Stanley Capital I Inc.
(Exact Name of Registrant as Specified in its Charter)
Central Index Key Number of the sponsor: 0001102113
Bank of America, National Association
Central Index Key Number of the sponsor: 0001541557
Morgan Stanley Mortgage Capital Holdings LLC
Central Index Key Number of the sponsor: 0000740906
Wells Fargo Bank, National Association
Central Index Key Number of the sponsor: 0001577313
National Cooperative Bank, N.A.
(Exact Names of the Sponsors as Specified in their Charters)
Delaware |
333-227446-13 |
35-7287099 38-4169399 38-4169400 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer 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 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)) |
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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 March 24, 2021 (the “Closing Date”), Morgan Stanley Capital I Inc. (the “Registrant”) caused the issuance of the BANK 2021-BNK32, Commercial Mortgage Pass-Through Certificates, Series 2021-BNK32 (the “Certificates”), pursuant to a Pooling and Servicing Agreement, dated as of March 1, 2021 (the “Pooling and Servicing Agreement”), between the Registrant, as depositor, Wells Fargo Bank, National Association, as general master servicer, Rialto Capital Advisors, LLC, as general special servicer, National Cooperative Bank, N.A., as NCB master servicer and as NCB 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. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement.
One mortgage loan, secured by the mortgaged property identified as “Miami Design District” on Exhibit B to the Pooling and Servicing Agreement (the “Miami Design District Mortgage Loan”), is an asset of the Issuing Entity and part of a whole loan (the “Miami Design District Whole Loan”) that includes the Miami Design District Mortgage Loan and multiple pari passu notes and/or subordinate promissory notes (the “Companion Loans”) that are not assets of the Issuing Entity. The Pooling and Servicing Agreement provides that the Miami Design District Whole Loan will be serviced and administered (i) prior to the securitization of the related lead servicing Companion Loan (represented by promissory note A-1), under the pooling and servicing agreement related to the BANK 2020-BNK30 securitization, and (ii) from and after the securitization of the related lead servicing Companion Loan, under the pooling and servicing agreement entered into in connection with that securitization.
The lead servicing Companion Loan related to the Miami Design District Whole Loan was securitized on May 20, 2021 in connection with the issuance of a series of mortgage pass-through certificates entitled BANK 2021-BNK33 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-BNK33. Consequently, the Miami Design District Mortgage Loan is being serviced and administered under the pooling and servicing agreement entered into in connection with such securitization, dated as of May 1, 2021 (the “BANK 2021-BNK33 Pooling and Servicing Agreement”), between Banc of America Merrill Lynch Commercial Mortgage Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer (in such capacity, the “Non-Serviced Master Servicer”), Rialto Capital Advisors, LLC, as general special servicer (in such capacity, the “Non-Serviced Special Servicer”), National Cooperative Bank, N.A., as NCB master servicer and as NCB 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. The BANK 2021-BNK33 Pooling and Servicing Agreement is attached hereto as Exhibit 4.4.
The servicing terms of the BANK 2021-BNK33 Pooling and Servicing Agreement applicable to the servicing of the Miami Design District Mortgage Loan will be substantially similar to the servicing terms of the Pooling and Servicing Agreement applicable to the Serviced Mortgage Loans; however, the servicing arrangements under such agreements will differ in certain respects, including the items set forth under “Description of the Mortgage Pool—The Whole Loans” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans—General” in the prospectus relating to the Certificates, dated March 17, 2021 (the “Prospectus”), and the following:
| · | The related Non-Serviced Master Servicer earns a servicing fee with respect to the Miami Design District Mortgage Loan, that is to be calculated at 0.00250% per annum. |
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| · | The special servicing fee payable to the related Non-Serviced Special Servicer with respect to the Miami Design District Whole Loan if it is a specially serviced loan under the BANK 2021-BNK33 Pooling and Servicing Agreement will accrue at a rate equal to the greater of (i) 0.25000% per annum and (ii) the per annum rate that would result in a special servicing fee equal to $5,000 for such month with respect to the Miami Design District Whole Loan. |
| · | The workout fee payable to the related Non-Serviced Special Servicer with respect to the Miami Design District Whole Loan if it is a corrected loan thereunder will accrue at a rate equal to 0.50%; provided, however, that if such rate would result in a workout fee less than $25,000, then the Non-Serviced Special Servicer will be entitled to an amount from the final payment on the corrected Miami Design District Whole Loan that would result in the total workout fees payable to the Non-Serviced Special Servicer in respect of the Miami Design District Whole Loan being equal to $25,000. |
| · | The liquidation fee payable to the related Non-Serviced Special Servicer with respect to the Miami Design District Whole Loan will accrue at a rate equal to 1.00%; provided that if such rate would result in an aggregate liquidation fee of less than $25,000, then the liquidation fee rate will be equal to the lesser of (i) 3.0% and (ii) such lower rate as would result in an aggregate liquidation fee equal to $25,000. |
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
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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/ Jane Lam | ||
| Name: Jane Lam | |||
| Title: President | |||
| Date: May 20, 2021 | |||
BANK 2021-BNK32 — Form 8-K