Attached files
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| EX-5.1 - LEGALITY OPINION OF SIDLEY AUSTIN LLP, DATED DECEMBER 19, 2012. - WFRBS Commercial Mortgage Trust 2012-C10 | exhibit-5_1.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): December 19, 2012
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WFRBS Commercial Mortgage Trust 2012-C10
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(Exact name of issuing entity)
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Wells Fargo Commercial Mortgage Securities, Inc.
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(Exact name of registrant as specified in its charter)
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Wells Fargo Bank, National Association
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The Royal Bank of Scotland plc
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RBS Financial Products Inc.
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Liberty Island Group I LLC
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Basis Real Estate Capital II, LLC
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C-III Commercial Mortgage LLC
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(Exact names of sponsors as specified in their charters)
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North Carolina
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333-172366-05
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56-1643598
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(State or Other Jurisdiction
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(Commission File
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(IRS Employer
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of Incorporation)
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Number)
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Identification No.)
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301 South College Street
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Charlotte, North Carolina
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28288-1066
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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: (704) 374-6161
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Not applicable
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(Former name or former address, if changed since last report.)
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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 December 19, 2012, Wells Fargo Commercial Mortgage Securities, Inc. (the “Registrant”) caused the issuance, pursuant to a Pooling and Servicing Agreement, dated as of December 1, 2012 (the “Pooling and Servicing Agreement”), between the Registrant, as depositor, U.S. Bank National Association, 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-C10(the “Certificates”). The Class A-1, Class A-2, Class A-3, Class A-SB, Class A-S, Class B and Class C Certificates (collectively, the “Publicly Offered Certificates”) were sold to Wells Fargo Securities, LLC, RBS Securities Inc. and Deutsche Bank Securities Inc. as underwriters (collectively, in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, dated November 30, 2012, between the Registrant, Wells Fargo Bank, National Association, and the Underwriters.
On December 19, 2012, the Class X-A, Class X-B, Class A-FL, Class A-FX, Class D, Class E, Class F, Class G, Class V and Class R Certificates (collectively, the “Privately Offered Certificates”) were sold to Wells Fargo Securities, LLC, RBS Securities Inc. and Goldman, Sachs & Co., as initial purchasers (collectively, in such capacities, the “Initial Purchasers”), pursuant to a Certificate Purchase Agreement, dated November 30, 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 Wells Fargo Commercial Mortgage Trust 2012-C10, a common law trust fund formed on December 19, 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-five (85) fixed rate mortgage loans (the “Mortgage Loans”) secured by first liens on one hundred twenty-two (122) 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, RBS Financial Products Inc., Liberty Island Group I LLC, Basis Real Estate Capital II, LLC and C-III Commercial Mortgage LLC.
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.
(d) Exhibits:
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5.1
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Legality Opinion of Sidley Austin LLP, dated December 19, 2012.
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8.1
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Tax Opinion of Sidley Austin LLP, dated December 19, 2012 (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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Wells Fargo Commercial Mortgage Securities, Inc.
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By: /s/ Anthony Sfarra
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Name: Anthony Sfarra
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Title: Director
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Date: December 19, 2012
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EXHIBIT INDEX
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Exhibit Number
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Description
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5.1
8.1
23.1
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Legality Opinion of Sidley Austin LLP, dated December 19, 2012.
Tax Opinion of Sidley Austin LLP, dated December 19, 2012 (included as part of Exhibit 5.1).
Consent of Sidley Austin LLP (included as part of Exhibit 5.1).
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