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): March 14, 2017

 

Central Index Key Number of the issuing entity: 0001695924

Wells Fargo Commercial Mortgage Trust 2017-RC1

(Exact name of Issuing Entity)

 

Central Index Key Number of the depositor: 0000850779

Wells Fargo Commercial Mortgage Securities, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Central Index Key Number of the sponsor: 0001592182

Rialto Mortgage Finance, LLC

Central Index Key Number of the sponsor: 0000740906

Wells Fargo Bank, National Association

Central Index Key Number of the sponsor: 0001624053

Argentic Real Estate Finance LLC

Central Index Key Number of the sponsor: 0001577313

National Cooperative Bank, N.A.

Central Index Key Number of the sponsor: 0001541214

C-III Commercial Mortgage LLC

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

 

North Carolina	333-206677-13	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.)

 

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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:

☐ 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 March 14, 2017, Wells Fargo Commercial Mortgage Securities, Inc. (the “Registrant”) caused the issuance, pursuant to a Pooling and Servicing Agreement, dated as of March 1, 2017 (the “Pooling and Servicing Agreement”), between the Registrant, as depositor, Wells Fargo Bank, National Association, as general master servicer, LNR Partners, 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 2017-RC1, Commercial Mortgage Pass-Through Certificates, Series 2017-RC1 (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, Academy Securities, Inc. and Citigroup Global Markets Inc., as underwriters (collectively, in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, dated as of February 28, 2017, between the Registrant, Wells Fargo Bank, National Association, and the Underwriters.

On March 14, 2017, the Class X-D, Class D, Class X-E, Class E, Class X-F, Class F, Class X-G, Class G and Class R Certificates (collectively, the “Privately Offered Certificates”) were sold to Wells Fargo Securities, LLC, Academy Securities, Inc. and Citigroup Global Markets Inc., as initial purchasers (collectively, in such capacities, the “Initial Purchasers”), pursuant to a Certificate Purchase Agreement, dated as of February 28, 2017, between the Registrant, Wells Fargo Bank, National Association, and the Initial Purchasers. On March 14, 2017, the RR Interest was sold to Wells Fargo Bank, National Association (in such capacity, the “Retaining Party”), pursuant to an RR Interest Purchase Agreement, dated as of March 1, 2017, between the Registrant and the Retaining Party. The Privately Offered Certificates and the RR Interest 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 2017-RC1, a common law trust fund formed on March 14, 2017 under the laws of the State of New York pursuant to the Pooling and Servicing Agreement. The Issuing Entity’s primary assets are sixty (60) 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, Wells Fargo Bank, National Association, Argentic Real Estate Finance LLC, National Cooperative Bank, N.A. and C-III Commercial Mortgage LLC.

The Registrant sold all of the Publicly Offered Certificates, having an aggregate certificate balance of $517,233,000, on March 14, 2017. 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 $6,220,909, were approximately $577,421,470. Of the expenses paid by the Registrant, approximately $134,600 were paid directly to affiliates of the Registrant, $1,759,528 in the form of fees were paid to the Underwriters, $441,882 were paid to or for the Underwriters and $3,884,899 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 $77,658,045, and sold to the Retaining Party the RR Interest, having a certificate balance of $31,245,686.60, 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 March 14, 2017 (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 March 13, 2017. 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 March 14, 2017.

 

8.1

Tax Opinion of Sidley Austin LLP, dated March 14, 2017 (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: March 14, 2017

 

 

Exhibit Index

 

Exhibit No.

Description

 

5.1

Legality Opinion of Sidley Austin LLP, dated March 14, 2017.

 

8.1

Tax Opinion of Sidley Austin LLP, dated March 14, 2017 (included as part of Exhibit 5.1).

 

23.1

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