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 6, 2019
(Date of earliest event reported)
CSAIL 2019-C15 Commercial Mortgage Trust |
(Exact name of issuing entity) |
(Central Index Key Number 0001763502) |
Column Financial, Inc. |
(Central Index Key Number 0001628601) |
3650 REIT |
(Central Index Key Number 0001767304) |
Societe General Financial Corporation |
(Central Index Key Number 0001755531) |
BSPRT CMBS Finance, LLC |
(Central Index Key Number 0001722518) |
(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 | 333-227081-01 | 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 8.01. | Other Events. |
On March 6, 2019 Credit Suisse Commercial Mortgage Securities Corp. (the “Depositor”) caused the issuance of the CSAIL 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-C15 (the “Certificates”), pursuant to a Pooling and Servicing Agreement, dated as of March 1, 2019 and as to which an executed version is attached hereto asExhibit 4.1 (the “Pooling and Servicing Agreement”), among Credit Suisse Commercial Mortgage Securities Corp., as depositor (the “Registrant”), 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 Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer. The Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Public Certificates”), having an aggregate initial principal amount of $719,375,000, were sold to Credit Suisse Securities (USA) LLC (“Credit Suisse”) and SG Americas Securities, LLC (“SGAS” and, together with Credit Suisse, the “Underwriters”), pursuant to an Underwriting Agreement, attached hereto asExhibit 1.1 and dated February 28, 2019 among the Registrant, the Underwriters and Column Financial, Inc. In connection with the issuance and sale to the Underwriters of the Public Certificates, a legal opinion was rendered related to the validity of, and certain federal income tax considerations relating to, the Public Certificates, which legal opinion is attached as an exhibit to this report. Additionally, the Chief Executive Officer of the Depositor has provided the certification attached hereto asExhibit 36.1 and dated as of March 1, 2019.
On March 6, 2019 the Registrant sold all of the Public Certificates, having an aggregate certificate principal amount of $719,375,000. The net proceeds of the offering to the Registrant of the issuance of the certificates, after deducting expenses payable by the Registrant of approximately $4,500,000, were approximately $714,875,000. Of the expenses paid by the Registrant, approximately $1,150,000 were paid directly to affiliates of the Registrant. Of the expenses paid by the Registrant, approximately $1,120,000 in the form of fees were paid to the Underwriters, approximately $1,150,000 were paid to or for the Underwriters and $3,350,000 were other expenses. All of the foregoing expense amounts are the Depositor’s reasonable estimates of such expenses. No underwriting discounts and commissions or finder’s fees were paid by the Registrant; the Public Certificates were offered by the Underwriters for sale to the public in negotiated transactions or otherwise at varying prices determined at the time of sale. The related registration statement (file no. 333- 227081) was originally declared effective on December 20, 2019.
On March 6, 2019, the Registrant sold the Class X-D Class D, Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (collectively, the “Private Certificates”), having an aggregate initial principal amount of $109,876,166, to Credit Suisse and SGAS (collectively, in such capacity, the “Initial Purchasers”), pursuant to a Certificate Purchase Agreement, dated February 28, 2019, among the Depositor, Colum Financial, Inc. and the Initial Purchasers. The Private Certificates were sold in transactions exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) of the Act.
The Publicly Offered Certificates and the Mortgage Loans are more particularly described in the Prospectus, dated March 1, 2019 and filed with the Securities and Exchange Commission on March 6, 2019. In connection with such Prospectus, the Chief Executive Officer of the Registrant has provided the certification attached hereto asExhibit 36.1 and dated as of the date of the Prospectus.
Each of several Mortgage Loans that are among the assets of the Issuing Entity are part of a Whole Loan. Each Whole Loan is governed by a co-lender, intercreditor or similar agreement (each, an
“Intercreditor Agreement”) between the holders of the promissory notes comprising such Whole Loan, the terms of which are described under “Description of the Mortgage Pool—The Whole Loans” in the Prospectus described below. Each Intercreditor Agreement is attached as an exhibit hereto as described in the following table. Moreover, certain of such Whole Loans will not be serviced pursuant to the Pooling and Servicing Agreement but will instead be serviced pursuant to a different servicing agreement (each, a “Non-Serviced PSA”). Each such Non-Serviced PSA is attached as an exhibit hereto as described in the following table. For a description of the servicing of the affected Whole Loans under such Non-Serviced PSAs, see “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in the Prospectus described below.
Name of Intercreditor Agreement (as defined in the Pooling and Servicing Agreement) | Intercreditor Agreement | Non-Serviced PSA (if any) |
Darden Headquarters | 4.8 | N/A |
SITE JV Portfolio | 4.9 | 4.2 |
787 Eleventh Avenue | 4.10 | 4.3 |
ExchangeRight Net Leased Portfolio 24 | 4.11 | N/A |
2 North 6th Place | 4.12 | N/A(1) |
Saint Louis Galleria | 4.13 | 4.4(2) |
Georgetown Squared & Seattle Design Center | 4.14 | 4.5 |
Continental Towers | 4.15 | 4.5 |
Nebraska Crossing | 4.16 | 4.6 |
Desert Marketplace | 4.17 | N/A |
Prudential – Digital Realty Portfolio | 4.18 | 4.7 |
(1) | The subject Whole Loan will be serviced under the Pooling and Servicing Agreement until the securitization of the applicable controllingpari passu companion loan, after which the subject Whole Loan will be serviced pursuant to the pooling and servicing agreement for such securitization. That pooling and servicing agreement will be identified and filed on a Form 8-K following such securitization. |
(2) | The subject Whole Loan will be serviced under the Benchmark 2018-B8 PSA (as defined in the Pooling and Servicing Agreement) until the securitization of the applicable controllingpari passu companion loan, after which the subject Whole Loan will be serviced pursuant to the pooling and servicing agreement for such securitization. That pooling and servicing agreement will be identified and filed on a Form 8-K following such securitization. |
The Certificates represent, in the aggregate, the entire beneficial ownership in CSAIL 2019-C15 Commercial Mortgage Trust (the “Issuing Entity”), a common law trust fund formed 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 mortgage loans (the “Mortgage Loans”) secured by first liens on commercial or multifamily properties. The Mortgage Loans were acquired by the Registrant (i) from Column Financial, Inc. (“Column”) pursuant to a Mortgage Loan Purchase Agreement, dated as of February 28, 2019 and as to which an executed version is attached hereto asExhibit 99.1, between the Registrant and Column, (ii) from Grass River Real Estate Credit Partners Loan Funding, LLC d/b/a 3650 REIT (“3650 REIT”) pursuant to a Mortgage Loan Purchase Agreement, dated as of February 28, 2019 and as to which an executed version is attached hereto asExhibit 99.2, among the Registrant, Grass River Real Estate Credit
Partners REIT, LLC and 3650 REIT, (iii) from Societe Generale Financial Corporation (“SGFC”) pursuant to a Mortgage Loan Purchase Agreement dated as of February 28, 2019 as to which an executed version is attached hereto asExhibit 99.3, between the Registrant and SGFC and (iv) from BSPRT CMBS Finance, LLC (“BSPRT”) pursuant to a Mortgage Loan Purchase Agreement dated as of February 28, 2019 as to which an executed version is attached hereto asExhibit 99.4, among the Registrant, Benefit Street Partner Realty Trust, Inc. and BSPRT.
The funds used by the Registrant to pay the purchase price for the Mortgage Loans were derived in part from the proceeds from the sale of Certificates by the Registrant to the Underwriters, pursuant to the Underwriting Agreement, and the Initial Purchasers, pursuant to the Certificate Purchase Agreement.
Credit Risk Retention
Grass River Real Estate Credit Partners Loan Funding, LLC d/b/a 3650 REIT, in its capacity as “retaining sponsor” (in such capacity, the “Retaining Sponsor”), is satisfying its credit risk retention obligation under Regulation RR, 17 C.F.R. Part 246 (the “Risk Retention Rule”) in connection with the securitization of the Mortgage Loans referred to above by the purchase and retention of the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates (collectively, the “HRR Certificates”) by Grass River Real Estate Credit Partners REIT LLC, its “majority owned affiliate” (as defined in the Risk Retention Rule).
The HRR Certificates constitute an “eligible horizontal residual interest” (as defined in the Risk Retention Rule). The aggregate fair value of the HRR Certificates is equal to approximately $43,073,198 (excluding accrued interest), representing approximately 5.03% of the aggregate fair value of all of the Certificates (other than the Class R Certificates). The fair value of the Certificates (other than the Class R Certificates) was determined based on the actual sale prices and finalized tranche sizes of such Certificates.
The fair value of the “eligible horizontal residual interest” (as defined in the Risk Retention Rule) that the Retaining Sponsor is required to retain under the credit risk retention requirements of the Risk Retention Rule is equal to approximately $42,849,964, representing 5% of the aggregate fair value of all of the Certificates (other than the Class R Certificates).
As of the Closing Date, there are no material differences between (a) the valuation methodology or any of the key inputs and assumptions that were used in calculating the fair value or range of fair values disclosed in the preliminary prospectus, dated February 15, 2019, under the heading “Credit Risk Retention” prior to the pricing of the Certificates and (b) the valuation methodology or the key inputs and assumptions that were used in calculating the fair value at the time of the Closing Date.
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 6, 2019 | CREDIT SUISSE COMMERCIAL | |||
MORTGAGE SECURITIES CORP. | ||||
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) | |
1.1 | Underwriting Agreement, dated February 28, 2019, by and among Credit Suisse Commercial Mortgage Securities Corp., as depositor, Credit Suisse Securities (USA) LLC and SG Americas Securities, LLC, as underwriters, and Column Financial, Inc. | (E) | |
4.1 | Pooling and Servicing Agreement, dated as of March 1, 2019 by and among Credit Suisse 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 Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer. | (E) | |
4.2 | CSMC 2018-SITE TSA (as defined in the Pooling and Servicing Agreement). | (E) | |
4.3 | SGCMS 2019-787E TSA (as defined in the Pooling and Servicing Agreement). | (E) | |
4.4 | Benchmark 2018-B8 PSA (as defined in the Pooling and Servicing Agreement). | (E) | |
4.5 | CSAIL 2018-C14 PSA (as defined in the Pooling and Servicing Agreement). | (E) | |
4.6 | UBS 2018-C14 PSA (as defined in the Pooling and Servicing Agreement). | (E) | |
4.7 | BANK 2018-BNK14 PSA (as defined in the Pooling and Servicing Agreement). | (E) | |
4.8 | Darden Headquarters Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). | (E) | |
4.9 | SITE JV Portfolio Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). | (E) | |
4.10 | 787 Eleventh Avenue Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). | (E) | |
4.11 | ExchangeRight Net Leased Portfolio 24 Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). | (E) |
4.12 | 2 North 6th Place Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). | (E) | |
4.13 | Saint Louis Galleria Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). | (E) | |
4.14 | Georgetown Squared & Seattle Design Center Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). | (E) | |
4.15 | Continental Towers Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). | (E) | |
4.16 | Nebraska Crossing Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). | (E) | |
4.17 | Desert Marketplace Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). | (E) | |
4.18 | Prudential – Digital Realty Portfolio Intercreditor Agreement (as defined in the Pooling and Servicing Agreement). | (E) | |
5 | Legality Opinion of Cadwalader, Wickersham & Taft LLP, dated March 6, 2019. | (E) | |
8 | Tax Opinion of Cadwalader, Wickersham & Taft LLP, dated March 6, 2019 (included as part of Exhibit 5). | (E) | |
23 | Consent of Cadwalader, Wickersham & Taft LLP (included as part of Exhibit 5). | (E) | |
36.1 | Depositor’s Certification for Shelf Offerings of Asset-Backed Securities in respect of that certain Prospectus dated March 1, 2019, which such certification is dated March 1, 2019. | (E) | |
99.1 | Mortgage Loan Purchase Agreement, dated as of February 28, 2019, between Column Financial, Inc., as seller, and Credit Suisse Commercial Mortgage Securities Corp., as purchaser. | (E) | |
99.2 | Mortgage Loan Purchase Agreement, dated as of February 28, 2019, among Grass River Real Estate Credit Partners Loan Funding, LLC d/b/a 3650 REIT, as seller, Grass River Real Estate Credit Partners REIT, LLC and Credit Suisse Commercial Mortgage Securities Corp., as purchaser. | (E) | |
99.3 | Mortgage Loan Purchase Agreement, dated as of February 28, 2019, between Societe Generale Financial Corporation, as seller, and Credit Suisse Commercial Mortgage Securities Corp., as purchaser. | (E) |
99.4 |
Mortgage Loan Purchase Agreement, dated as of February 28, 2019, among BSPRT CMBS Finance, LLC, as seller, Benefit Street Partner Realty Trust, Inc. and Credit Suisse Commercial Mortgage Securities Corp., as purchaser. | (E)
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