Attached files
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| EX-5.1 - Morgan Stanley Capital I Trust 2011-C3 | efc11-573_ex518123.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 (Date of earliest event reported): October 5, 2011
Morgan Stanley Capital I Trust 2011-C3
(Exact name of issuing entity)
Morgan Stanley Capital I Inc.
(Exact name of registrant as specified in its charter)
Morgan Stanley Mortgage Capital Holdings LLC
Bank of America, National Association
(Exact names of sponsors as specified in their charters)
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Delaware
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333-167764-01
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13-3291626
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1585 Broadway
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New York, New York
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10036
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(Address of Principal Executive Offices)
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(Zip Code)
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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 following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01. OTHER EVENTS
On October 5, 2011, Morgan Stanley Capital I Inc. (the “Registrant”) caused the issuance, pursuant to a Pooling and Servicing Agreement, dated as of October 1, 2011 (the “Pooling and Servicing Agreement”), between the Registrant, as depositor, Wells Fargo Bank, National Association, as master servicer, custodian, certificate administrator and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, TriMont Real Estate Advisors, Inc., as trust advisor, and U.S. Bank National Association, as trustee, of Morgan Stanley Capital I Trust 2011-C3 Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Class A-1, Class A-2, Class A-3 and Class A-4 Certificates (collectively, the “Publicly Offered Certificates”) were sold to Morgan Stanley & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as underwriters (collectively, in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement dated as of September 14, 2011, between the Registrant and the Underwriters.
On October 5, 2011, the Class X-A, Class X-B, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class R Certificates (collectively, the “Privately Offered Certificates”) were sold to Morgan Stanley & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as initial purchasers (collectively, in such capacities, the “Initial Purchasers”), pursuant to a Certificate Purchase Agreement dated as of September 14, 2011, between the Registrant and the Initial Purchasers. The Privately Offered Certificates were sold in transactions exempt from registration under the Securities Act of 1933, as amended.
The Certificates represent, in the aggregate, the entire beneficial ownership in Morgan Stanley Capital I Trust 2011-C3, a common law trust fund formed on October 5, 2011 under the laws of the State of New York pursuant to the Pooling and Servicing Agreement. The Issuing Entity’s primary assets are sixty-three (63) fixed rate mortgage loans (the “Mortgage Loans”) secured by first liens on seventy-six (76) multifamily and commercial properties. The net proceeds of the sale of the Certificates were applied to the purchase of the Mortgage Loans by the Registrant from Morgan Stanley Mortgage Capital Holdings LLC and Bank of America, National Association.
In connection with the issuance and sale to the Underwriters of the Publicly Offered Certificates, a legal opinion was rendered related to the validity of, and certain federal income tax considerations relating to, the Publicly Offered Certificates, which legal opinion is attached as an exhibit to this report.
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(d)
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Exhibits:
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5.1
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Legality Opinion of Sidley Austin LLP, dated October 5, 2011.
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8.1
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Tax Opinion of Sidley Austin LLP, dated October 5, 2011 (included as part of Exhibit 5.1).
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23.1
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Consent of Sidley Austin LLP (included as part of Exhibit 5.1).
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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.
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Morgan Stanley Capital I Inc.
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By:
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/s/ Cynthia Eckes | |
| Name: Cynthia Eckes | |||
| Title: Vice President | |||
Date: October 5, 2011
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EXHIBIT INDEX
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Exhibit Number
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Description
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5.1
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Legality Opinion of Sidley Austin LLP, dated October 5, 2011.
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8.1
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Tax Opinion of Sidley Austin LLP, dated October 5, 2011 (included as part of Exhibit 5.1).
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23.1
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Consent of Sidley Austin LLP (included as part of Exhibit 5.1).
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