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EX-1.1 - EXHIBIT 1.1 - Wells Fargo Commercial Mortgage Trust 2015-NXS1t1501255_ex1-1.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: May 21, 2015
(Date of earliest event reported)

 

Wells Fargo Commercial Mortgage Trust 2015-NXS1

(Exact name of issuing entity)

 

Natixis Real Estate Capital LLC
Wells Fargo Bank, National Association

(Exact name of sponsor as specified in its charter)

 

Wells Fargo Commercial Mortgage Securities, Inc.

(Exact name of registrant as specified in its charter)

 

North Carolina 333-195164-07 56-1643598
(State or other jurisdiction of incorporation) (Commission File No) (IRS 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 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 April 29, 2015, Wells Fargo Commercial Mortgage Securities, Inc. (the “Depositor”) caused the issuance of the Wells Fargo Commercial Mortgage Trust 2015-NXS1, Commercial Mortgage Pass-Through Certificates, Series 2015-NXS1 (the “Certificates”), pursuant to a pooling and servicing agreement, dated as of April 1, 2015 (the “Pooling and Servicing Agreement”), among Wells Fargo Commercial Mortgage Securities, Inc., as depositor (the “Registrant”), Wells Fargo Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Trimont Real Estate Advisors, Inc., as trust advisor, Wells Fargo Bank, National Association, as certificate administrator, tax administrator and custodian, and Wilmington Trust, National Association, as trustee. Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement, which was previously filed as Exhibit 4.1 to the Current Report on Form 8-K filed on April 29, 2015, with respect to the Issuing Entity.

 

The Certificates represent, in the aggregate, the entire beneficial ownership in Wells Fargo Commercial Mortgage Trust 2015-NXS1 (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 68 commercial and multifamily mortgage loans (the “Mortgage Loans”).

 

The Mortgage Loan identified as “Eastgate One Phases I-VII & XII” on Schedule I to the Pooling and Servicing Agreement (the “Eastgate One Mortgage Loan”), which is an asset of the Issuing Entity, is part of a loan combination (the “Eastgate One Loan Combination”) that includes the Eastgate One Mortgage Loan and one other pari passu loan which is not an asset of the Issuing Entity (the “Eastgate One Companion Loan”).

 

The Mortgage Loan identified as “Eastgate Two Phases VIII-X” on Schedule I to the Pooling and Servicing Agreement (the “Eastgate Two Mortgage Loan”), which is an asset of the Issuing Entity, is part of a loan combination (the “Eastgate Two Loan Combination”) that includes the Eastgate Two Mortgage Loan and one other pari passu loan which is not an asset of the Issuing Entity (the “Eastgate Two Companion Loan”).

 

The Eastgate One Companion Loan and the Eastgate Two Companion Loan were included in the securitization trust created on May 21, 2015 pursuant to a pooling and servicing agreement (the “WFCM 2015-C28 Pooling and Servicing Agreement”), dated as of May 1, 2015, among the Depositor, as depositor, Wells Fargo Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Pentalpha Surveillance LLC, as trust advisor, Wells Fargo Bank, National Association, as certificate administrator, tax administrator and custodian, and Wilmington Trust, National Association, as trustee, relating to the Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28. An execution copy of the WFCM 2015-C28 Pooling and Servicing Agreement is attached hereto as Exhibit 1.1.

 

Pursuant to the Pooling and Servicing Agreement, upon the execution and delivery of the WFCM 2015-C28 Pooling and Servicing Agreement, the Eastgate One Loan Combination and the Eastgate Two Loan Combination became Non-Serviced Loan Combinations, the Eastgate One Mortgage Loan and Eastgate Two Mortgage Loan became Non-Trust-Serviced Pooled Mortgage Loans, and the servicing of the Eastgate One Loan Combination and the Eastgate Two Loan Combination became governed by the WFCM 2015-C28 Pooling and Servicing Agreement and the related Intercreditor Agreement.

 

 
 

  

As disclosed in the Prospectus Supplement filed by the Issuing Entity pursuant to Rule 424(b)(5) with respect to the Certificates on April 29, 2015 (the “Prospectus Supplement”), the terms and conditions of the WFCM 2015-C28 Pooling and Servicing Agreement applicable to the servicing of the Eastgate One Mortgage Loan and the Eastgate Two Mortgage Loan are substantially similar to the terms and conditions of the Pooling and Servicing Agreement, as described under “Servicing of the Mortgage Loans and Administration of the Trust Fund” in the Prospectus Supplement, applicable to the servicing of the other Mortgage Loans.

 

 
 

 

Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.

 

(c)         Exhibits

 

Exhibit 1.1           Pooling and Servicing Agreement, dated as of May 1, 2015, among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Pentalpha Surveillance LLC, as trust advisor, Wells Fargo Bank, National Association, as certificate administrator, tax administrator and custodian, and Wilmington Trust, National Association, as trustee.

 

 
 

 

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:  May 21, 2015 WELLS FARGO COMMERCIAL MORTGAGE
SECURITIES, INC.
  (Registrant)
     
  By: /s/  Anthony Sfarra
    Name: Anthony Sfarra
    Title: President

 

 
 

  

INDEX TO EXHIBITS

 

Item 601(a) of
Regulation S-K
Exhibit No.
  Description   Paper (P) or Electronic (E)
         
1.1   Pooling and Servicing Agreement, dated as of May 1, 2015, among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Pentalpha Surveillance LLC, as trust advisor, Wells Fargo Bank, National Association, as certificate administrator, tax administrator and custodian, and Wilmington Trust, National Association, as trustee.   (E)