Attached files
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: May 18, 2021
(Date of earliest event reported)
CSAIL 2021-C20 Commercial Mortgage Trust
(Exact name of issuing entity)
(Central Index Key Number 0001832873)
Column Financial, Inc.
(Central Index Key Number 0001628601)
3650 REIT Loan Funding 1 LLC
(Central Index Key Number 0001767304)
German American Capital Corporation
(Central Index Key Number 0001542256)
UBS AG, acting through its branch located at 1285 Avenue of the Americas, New York, New York
(Central Index Key Number 0001685185)
(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 | 333-227081-06 | 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)) |
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. |
Servicing Shift of the Miami Design District Whole Loan
On March 30, 2021 Credit Suisse Commercial Mortgage Securities Corp. (the “Depositor”) caused the issuance, pursuant to a pooling and servicing agreement, dated as of March 1, 2021 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp. (the “Registrant”), as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, 3650 REIT Loan Servicing LLC, 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, of CSAIL Commercial Mortgage Trust 2021-C20, Commercial Mortgage Pass-Through Certificates, Series 2021-C20 (the “Certificates”). Capitalized terms used in this Current Report on Form 10-K but not defined in this Current Report on Form 8-K have the meanings assigned to them in the Prospectus filed on March 24, 2021 pursuant to Rule 424(b)(2) with respect to the Issuing Entity (the “Prospectus”).
The Mortgage Loan identified as the Miami Design District Mortgage Loan in the Pooling and Servicing Agreement, which is an asset of the Issuing Entity, is part of a whole loan (the “Miami Design District Whole Loan”) that also includes additional pari passu promissory notes (each, a “Miami Design District Companion Loan”) that are not assets of the Issuing Entity. On May 20, 2021, the Miami Design District Companion Loans designated as Note A-1, Note A-12, Note A-14 and Note A-15 were included in the BANK 2021-BNK33 securitization transaction. Beginning on that date, the Miami Design District Whole Loan, including the Miami Design District Mortgage Loan, will be primarily and specially serviced pursuant to the pooling and servicing agreement, dated as of May 1, 2021 (the “BANK 2021-BNK33 Pooling and Servicing Agreement”) by and among Banc of America Merrill Lynch Commercial Mortgage Inc., 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 relating to the BANK 2021-BNK33 transaction into which each controlling companion loan is deposited.
The terms and conditions of the BANK 2021-BNK33 Pooling and Servicing Agreement applicable to the servicing of the Miami Design District Mortgage Loan are substantially similar to the terms and conditions of the BANK 2020-BNK30 Pooling and Servicing Agreement, as described under “Pooling and Servicing Agreement” in the Prospectus; provided that under the BANK 2021-BNK33 Pooling and Servicing Agreement (i) the minimum monthly special servicing fee for a mortgage loan is $5,000 instead of $3,500 and (ii) the workout fee and liquidation fee will each be 0.5% instead of 1.0%. The BANK 2021-BNK33 Pooling and Servicing Agreement is attached hereto as Exhibit 4.1.
Amended and Restated Miami Design District Intercreditor
An Amended and Restated Agreement Between Noteholders, dated as of May 18, 2021 (the “Amended Agreement”), was entered into on and as of such date by the current holders of the notes evidencing the Miami Design District Whole Loan, which holders include the Issuing Entity. The parties to the Amended Agreement are set forth below. The Amended Agreement amends and restates the previous Agreement Between Noteholders (the “Original Agreement”), which was filed as Exhibit 4.8 to the Current Report on Form 8-K filed with respect to the Issuing
Entity on March 30, 2021. A copy of the Amended Agreement is included as Exhibit 4.2 to this Current Report on Form 8-K.
Prior to the cut-off date for any securitization of the Miami Design District Whole Loan, Bank of America, N.A. (“BANA”) (then the sole lender) agreed with the related borrower to defer until maturity (or earlier loan repayment) the payment of the aggregate amount of the payments of interest that would otherwise have been due on the loan payment dates in May, June and July 2020. The Amended Agreement accounts for this aggregate amount of deferred interest and provides for its payment to BANA in a subordinate priority (after certain payments to the holder of the Subordinate Companion Loan). Accordingly, the terms of the Amended Agreement remain substantially similar to those of the Original Agreement as described under the heading “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced AB Whole Loans—The Miami Design District Whole Loan—Application of Payments” in the Prospectus, except that with respect to each of the priority of payments described under such heading (a) a new priority (priority “twelfth”) has been added immediately after priority “eleventh” to pay the deferred interest amount to BANA if the deferred interest amount is then due and the mortgaged property is not an REO property, and (b) the very last priority has been renumbered to “thirteenth” and revised to provide that if the deferred interest amount is then due and the mortgaged property is an REO property, then such deferred interest amount will instead be paid on a priority basis from whatever amounts (if any) remain for distribution to the Issuing Entity and the other senior noteholders.
The parties to the Amended Agreement are BANA, Wilmington Trust, National Association, as Trustee for the Benefit of the Registered Holders of BANK 2020-BNK30, Commercial Mortgage Pass-Through Certificates, Series 2020-BNK30, Wilmington Trust, National Association, as Trustee for the Benefit of the Registered Holders of BANK 2021-BNK31, Commercial Mortgage Pass-Through Certificates, Series 2021-BNK31, Wilmington Trust, National Association, as Trustee for the Benefit of the Registered Holders of BANK 2021-BNK32, Commercial Mortgage Pass-Through Certificates, Series 2021-BNK32, Wells Fargo Bank, National Association, as Trustee on Behalf of the Registered Holders of CSAIL 2021-C20 Commercial Mortgage Pass-Through Certificates, Series 2021-C20, and CFF MDD HOLDINGS LLC.
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: May 21, 2021 | 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 and effective as of May 1, 2021, between Banc of America Merrill Lynch Commercial Mortgage Inc., 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. | (E) | |
| 4.2 | Amended and Restated Agreement Between Noteholders, by and among Bank of America, N.A., Wilmington Trust, National Association, as Trustee for the Benefit of the Registered Holders of BANK 2020-BNK30, Commercial Mortgage Pass-Through Certificates, Series 2020-BNK30, Wilmington Trust, National Association, as Trustee for the Benefit of the Registered Holders of BANK 2021-BNK31, Commercial Mortgage Pass-Through Certificates, Series 2021-BNK31, Wilmington Trust, National Association, as Trustee for the Benefit of the Registered Holders of BANK 2021-BNK32, Commercial Mortgage Pass-Through Certificates, Series 2021-BNK32, Wells Fargo Bank, National Association, as Trustee on Behalf of the Registered Holders of CSAIL 2021-C20 Commercial Mortgage Pass-Through Certificates, Series 2021-C20, and CFF MDD HOLDINGS LLC. | (E) |