UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): July 28, 2016

 

	Wells Fargo Commercial Mortgage Trust 2016-C35
	(Exact name of Issuing Entity)

  

	Wells Fargo Commercial Mortgage Securities, Inc.
(Exact Name of Registrant as Specified in its Charter)

 

Rialto Mortgage Finance, LLC

Barclays Bank PLC

Wells Fargo Bank, National Association

UBS Real Estate Securities Inc.

C-III Commercial Mortgage LLC

National Cooperative Bank, N.A.

Basis Real Estate Capital II, LLC

(Exact Names of the Sponsors as Specified in their Charters)

 

	North Carolina				333-206677-06				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 July 28, 2016, Wells Fargo Commercial Mortgage Securities, Inc. (the “Registrant”) caused the issuance, pursuant to a Pooling and Servicing Agreement, dated as of July 1, 2016 (the “Pooling and Servicing Agreement”), between the Registrant, as depositor, Wells Fargo Bank, National Association, as general master servicer, CWCapital Asset Management LLC, as general special servicer, National Cooperative Bank, N.A., as NCB master servicer and as NCB special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, of the Wells Fargo Commercial Mortgage Trust 2016-C35, Commercial Mortgage Pass-Through Certificates, Series 2016-C35 (the “Certificates”). The Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class B and Class C Certificates (collectively, the “Publicly Offered Certificates”) were sold to Wells Fargo Securities, LLC, Barclays Capital Inc., UBS Securities LLC, Academy Securities, Inc. and SG Americas Securities, LLC, as underwriters (collectively, in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, dated as of July 15, 2016, between the Registrant, Wells Fargo Bank, National Association, and the Underwriters.

 

On July 28, 2016, the Class A-4FL, Class A-4FX, Class X-D, Class D, Class E, Class F, Class G and Class R Certificates (collectively, the “Privately Offered Certificates”) were sold to Wells Fargo Securities, LLC, Barclays Capital Inc., UBS Securities LLC, Academy Securities, Inc. and SG Americas Securities, LLC, as initial purchasers (collectively, in such capacities, the “Initial Purchasers”), pursuant to a Certificate Purchase Agreement, dated as of July 15, 2016, 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 2016-C35, a common law trust fund formed on July 28, 2016 under the laws of the State of New York pursuant to the Pooling and Servicing Agreement. The Issuing Entity’s primary assets are one hundred and two (102) commercial, multifamily and manufactured housing community mortgage loans (the “Mortgage Loans”). The net proceeds of the sale of the Certificates were applied to the purchase of the Mortgage Loans by the Registrant from Rialto Mortgage Finance, LLC, Barclays Bank PLC, Wells Fargo Bank, National Association, UBS Real Estate Securities Inc., C-III Commercial Mortgage LLC, National Cooperative Bank, N.A. and Basis Real Estate Capital II, LLC.

 

The Registrant sold all of the Publicly Offered Certificates, having an aggregate certificate balance of $833,512,000, on July 28, 2016. The net proceeds of the offering to the Registrant of the issuance of the Publicly Offered Certificates, after deducting expenses payable by the Registrant of $7,817,691, were approximately $963,568,609. Of the expenses paid by the Registrant, approximately $32,900 were paid directly to affiliates of the Registrant, $2,368,281 in the form of fees were paid to the Underwriters, $543,736 were paid to or for the Underwriters and $4,872,775 were other expenses. All of the foregoing expense amounts are the Registrant’s reasonable estimates of such expenses. No underwriting discounts and commissions or finder’s fees were paid by the Registrant; the Publicly Offered 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 Registrant also sold to the Initial Purchasers on such date the Privately Offered Certificates, having an aggregate certificate balance of $189,367,609, in each case in private placement transactions exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) of the Act. Further information regarding such sales has been previously provided on the Registrant’s Current Report on Form 8-K, filed July 28, 2016 (including, as to the price per class of Publicly Offered Certificates, on Schedule I to the Underwriting Agreement filed as an exhibit thereto) and in its Prospectus, dated July 18, 2016. The related registration statement (file no. 333-206677) was originally declared effective on November 23, 2015.

 

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 July 28, 2016.

 

8.1

Tax Opinion of Sidley Austin LLP, dated July 28, 2016 (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:    President

 

Dated: July 28, 2016

 

 

Exhibit Index

Exhibit No.		Description
5.1		Legality Opinion of Sidley Austin LLP, dated July 28, 2016.
8.1		Tax Opinion of Sidley Austin LLP, dated July 28, 2016 (included as part of Exhibit 5.1).
23.1		Consent of Sidley Austin LLP (included as part of Exhibit 5.1).