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Morgan Stanley Capital I Trust 2016-BNK2

Filed: 23 Apr 17, 8:00pm

 

 

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): April 19, 2017

 

Central Index Key Number of the issuing entity: 0001687374

Morgan Stanley Capital I Trust 2016-BNK2
(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: 0000740906
Wells Fargo Bank, National Association
 
Central Index Key Number of the sponsor: 0001541557
Morgan Stanley Mortgage Capital Holdings LLC
 
Central Index Key Number of the sponsor: 0001102113
Bank of America, National Association
(Exact names of sponsors as specified in their charters)

 

 

Delaware333-206582-0513-3291626
(State or Other Jurisdiction(Commission File(IRS Employer
of Incorporation)Number)Identification No.)

 

1585 BroadwayNew York, New York10036
(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))

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On November 22, 2016, a series of mortgage pass-through certificates, entitled Commercial Mortgage Pass-Through Certificates, Series 2016-BNK2(the “Certificates”), was issued by Morgan Stanley Capital I Trust 2016-BNK2, a New York common law trust (the “Issuing Entity”), pursuant to a Pooling and Servicing Agreement, dated as of November 1, 2016 (the “Pooling and Servicing Agreement”), between Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, C-III Asset Management LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, certificate registrar, authenticating agent and custodian, Wilmington Trust, National Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor and asset representations reviewer. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Pooling and Servicing Agreement.

 

The mortgage loan secured by the mortgaged property identified as “American Greetings HQ” on Schedule I to the Pooling and Servicing Agreement (the “American Greetings HQ Mortgage Loan”), which is an asset of the Issuing Entity, is part of a whole loan (the “American Greetings HQ Whole Loan”) that includes the American Greetings HQ Mortgage Loan and two pari passu promissory notes, which are not assets of the Issuing Entity (the “American Greetings HQ Non-Serviced Pari Passu Companion Loans”). The Pooling and Servicing Agreement provides that the American Greetings HQ Whole Loan is to be serviced and administered (i) until the securitization of the American Greetings HQ Non-Serviced Pari Passu Companion Loan designated as note A-1-1 (the “American Greetings HQ Controlling Companion Loan”), under the Pooling and Servicing Agreement, and (ii) from and after the securitization of the American Greetings HQ Controlling Companion Loan, under the pooling and servicing agreement entered into in connection with that securitization.

 

The American Greetings HQ Controlling Companion Loan was securitized on April 19, 2017 in connection with the issuance of a series of mortgage pass-through certificates entitled BANK 2017-BNK4, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK4. Consequently, the American Greetings HQ Whole Loan, including the American Greetings HQ Mortgage Loan, is being serviced and administered under the pooling and servicing agreement entered into in connection with such securitization, dated as of April 1, 2017 (the “BANK 2017-BNK4 PSA”), between Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association, as certificate administrator, certificate registrar, authenticating agent and custodian, and Pentalpha Surveillance LLC, as operating advisor and asset representations reviewer. The BANK 2017-BNK4 PSA is attached hereto as Exhibit 4.9.

 

The servicing terms of the BANK 2017-BNK4 PSA (including, but not limited to, terms governing limitations on servicer liability and retention of loan collections), insofar as those terms apply to the American Greetings HQ Whole Loan, are substantially similar to the servicing terms of the Pooling and Servicing Agreement

 

applicable to Serviced Whole Loans; however, the servicing arrangements under such agreements differ in certain respects. For example:

 

The master servicer under the BANK 2017-BNK4 PSA will earn a primary servicing fee with respect to the American Greetings HQ Mortgage Loan that is to be calculated at 0.03% per annum.

 

Special servicing fees, workout fees and liquidation fees payable to the special servicer under the BANK 2017-BNK4 PSA with respect to the American Greetings HQ Whole Loan are generally calculated in a manner similar, but not necessarily identical, to the corresponding fees under the Pooling and Servicing Agreement and are subject to certain additional or different offsets and thresholds which may affect the circumstances under which such fees are payable to such special servicer.

 

From time to time, the master servicer under the BANK 2017-BNK4 PSA may be obligated to make servicing advances with respect to the American Greetings HQ Whole Loan. Property protection advances on such Non-Serviced Whole Loan are required to be reimbursed by the holders of the notes comprising such whole loan (or, if any such note is included in a securitization, general collections of the related mortgage pool) on a pro rata basis (based on each such note’s outstanding principal balance).

 

Amounts payable with respect to the American Greetings HQ Mortgage Loan that are the equivalent of ancillary fees, penalty charges, assumption fees and/or modification fees and that are allocated as additional servicing compensation under the BANK 2017-BNK4 PSA will be allocated between the master servicer under the BANK 2017-BNK4 PSA and the special servicer under the BANK 2017-BNK4 PSA in proportions that are different from the proportions of similar fees allocated between the master servicer and the special servicer with respect to Mortgage Loans serviced under the Pooling and Servicing Agreement.

 

The special servicer under the BANK 2017-BNK4 PSA will be required to take actions with respect to the American Greetings HQ Mortgage Loan if such Mortgage Loan becomes a defaulted loan, which actions are similar but not identical to the actions of the special servicer described under “Pooling and Servicing Agreement—Sale of Defaulted Loans and REO Properties” in the prospectus relating to the MSC 2016-BNK2 Certificates dated November 7, 2016 (the “Prospectus”).

 

The requirement of the master servicer under the BANK 2017-BNK4 PSA to make compensating interest payments in respect of the American Greetings HQ Mortgage Loan is substantially similar to the requirement of the master servicer to make Compensating Interest Payments in respect of the Mortgage Loans serviced under the Pooling and Servicing Agreement.

 

The master servicer under the BANK 2017-BNK4 PSA and the special servicer under the BANK 2017-BNK4 PSA (a) have rights related to resignation that are substantially similar to those of the master servicer and the special servicer under the Pooling and Servicing Agreement and (b) are subject to servicer termination events substantially similar to those in the Pooling and Servicing Agreement.

 

The servicing transfer events of the BANK 2017-BNK4 PSA that would cause the American Greetings HQ Mortgage Loan to become specially serviced are substantially similar to the corresponding provisions under the Pooling and Servicing Agreement.

 

The specific types of actions constituting major decisions under the BANK 2017-BNK4 PSA differ in certain respects from those actions that constitute Major Decisions under the Pooling and Servicing Agreement, and therefore the specific types of servicer actions with respect to which the applicable directing certificateholder under the BANK 2017-BNK4 PSA will be permitted to consent will correspondingly differ.

 

The specific types of loan-level actions to which the special servicer under the BANK 2017-BNK4 PSA will be permitted to consent without approval of the applicable directing certificateholder under the BANK 2017-BNK4 PSA will differ from those under the Pooling and Servicing Agreement.

 

The liability of the parties to the BANK 2017-BNK4 PSA will be limited in a manner similar, but not necessarily identical, to the liability of the parties to the Pooling and Servicing Agreement.

 

While the special servicer under the Pooling and Servicing Agreement and the special servicer under the BANK 2017-BNK4 PSA must each resign as special servicer with respect to a mortgage loan if it becomes affiliated with the related borrower under such mortgage loan, the particular types of affiliations that trigger such resignation obligation, as well as the process for appointing a successor special servicer, differ as between the Pooling and Servicing Agreement and the BANK 2017-BNK4 PSA.

 

Collections on the American Greetings HQ Mortgage Loan will be maintained under the BANK 2017-BNK4 PSA in a manner similar, but not necessarily identical, to collections on the Mortgage Loans serviced under the Pooling and Servicing Agreement, provided that rating requirements for accounts and permitted investments may vary under those two pooling and servicing agreements.

 

The BANK 2017-BNK4 PSA may differ from the Pooling and Servicing Agreement in certain respects relating to one or more of the following: timing, control or consultation triggers or thresholds, terminology, allocation of ministerial duties between multiple servicers or other service providers, certificateholder or investor voting or consent thresholds, master servicer and special servicer termination events, eligibility requirements applicable to servicers and other service providers, and the circumstances under which approvals, consents, consultation, notices or rating agency confirmations may be required.

 

 

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d)       Exhibits:

4.9       Pooling and Servicing Agreement, dated as of April 1, 2017, between Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association, as certificate administrator, certificate registrar, authenticating agent and custodian, and Pentalpha Surveillance LLC, as operating advisor and asset representations reviewer.

 

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/ George Kok
  Name:  George Kok
  Title: President

 

 

Date: April 24, 2017

 

 

 

EXHIBIT INDEX

 

Exhibit NumberDescription
4.9Pooling and Servicing Agreement, dated as of April 1, 2017, between Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association, as certificate administrator, certificate registrar, authenticating agent and custodian, and Pentalpha Surveillance LLC, as operating advisor and asset representations reviewer.