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EX-5.1 - WFRBS Commercial Mortgage Trust 2012-C6efc12-359_ex51.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):  April 4, 2012

WFRBS Commercial Mortgage Trust 2012-C6
-----------------------------------------------------------
(Exact name of issuing entity)

Wells Fargo Commercial Mortgage Securities, Inc.
-----------------------------------------------------------
(Exact name of registrant as specified in its charter)

Wells Fargo Bank, National Association
The Royal Bank of Scotland plc
Liberty Island Group I LLC
C-III Commercial Mortgage LLC
Basis Real Estate Capital II, LLC
RBS Financial Products Inc.
-----------------------------------------------------------
(Exact names of sponsors as specified in their charters)

 
 
 
North Carolina  333-172366-02 56-1643598
(State or Other Jurisdiction
of Incorporation)
(Commission File
Number)
(I.R.S. Employer
Identification No.)


301 South College Street
 
Charlotte, North Carolina
28288-1066
 (Address of Principal Executive Offices)
(Zip Code)
 
Registrant’s telephone number, including area code: (704) 374-6161
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:

[  ]
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 8.01. OTHER EVENTS

On April 4, 2012, Wells Fargo Commercial Mortgage Securities, Inc. (the “Registrant”) caused the issuance, pursuant to a Pooling and Servicing Agreement, dated as of April 1, 2012 (the “Pooling and Servicing Agreement”), between the Registrant, as depositor, Deutsche Bank Trust Company Americas, as trustee, Wells Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Wells Fargo Bank, National Association, as master servicer, and Pentalpha Surveillance LLC, as trust advisor, of Commercial Mortgage Pass-Through Certificates, Series 2012-C6 (the “Certificates”).  The Class A-1, Class A-2, Class A-3, Class A-4, Class A-S and Class B Certificates (collectively, the “Publicly Offered Certificates”) were sold to Wells Fargo Securities, LLC, RBS Securities Inc. and Citigroup Global Markets Inc., as underwriters (collectively, in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, dated March 16, 2012, between the Registrant, Wells Fargo Bank, National Association, and the Underwriters.

On April 1, 2012, the Class X-A, Class X-B, Class C, Class D, Class E, Class F, Class G and Class R Certificates (collectively, the “Privately Offered Certificates”) were sold to Wells Fargo Securities, LLC, RBS Securities Inc. and J.P. Morgan Securities LLC, as initial purchasers (collectively, in such capacities, the “Initial Purchasers”), pursuant to a Certificate Purchase Agreement, dated March 16, 2012, between the Registrant, Wells Fargo Bank, National Association, 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 WFRBS Commercial Mortgage Trust 2012-C6, a common law trust fund formed on April 4, 2012 under the laws of the State of New York pursuant to the Pooling and Servicing Agreement.  The Issuing Entity’s primary assets are eighty-nine (89) fixed rate mortgage loans (the “Mortgage Loans”) secured by first liens on one hundred fifty-two (152) commercial, manufactured housing community and multifamily properties.  The net proceeds of the sale of the Certificates were applied to the purchase of the Mortgage Loans by the Registrant from Wells Fargo Bank, National Association, The Royal Bank of Scotland plc, Liberty Island Group I LLC, C-III Commercial Mortgage LLC, Basis Real Estate Capital II, LLC and
RBS Financial Products Inc.

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.


Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) 
Exhibits:

 
5.1
Legality Opinion of Sidley Austin LLP, dated April 4, 2012.

 
8.1
Tax Opinion of Sidley Austin LLP, dated April 4, 2012 (included as part of Exhibit 5.1).

 
23.1
Consent of Sidley Austin LLP (included as part of Exhibit 5.1).
 

 
 

 

 
 
 
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.

 
Wells Fargo Commercial Mortgage Securities, Inc.
 
       
 
By:
/s/ Anthony Sfarra  
  Name: Anthony Sfarra   
  Title: Director  
       

 
 
 

 
Date:  April 4, 2012
 
 

 
 
 
 
 

 


EXHIBIT INDEX


Exhibit Number
Description
   
5.1
Legality Opinion of Sidley Austin LLP, dated March 28, 2012.
   
8.1 Tax Opinion of Sidley Austin LLP, dated March 28, 2012 (included as part of Exhibit 5.1).
   
23.1 Consent of Sidley Austin LLP (included as part of Exhibit 5.1).