Correspondence 0001539497-24-002291 from WELLS FARGO COMMERCIAL MORTGAGE SECURITIES INC (CIK 0000850779)
WELLS FARGO COMMERCIAL MORTGAGE SECURITIES INC (CIK 0000850779)
Date: Oct. 30, 2024 · CIK: 0000850779 · Accession: 0001539497-24-002291
AI Filing Summary & Sentiment
File numbers found in text: 333-282099
Referenced dates: October 10, 2024
Letter
Office of Structured Finance Division of Corporation Finance United States Securities and Exchange Commission Washington, DC 20549 Re: Wells Fargo Commercial Mortgage Securities, Inc. Registration Statement on Form SF-3 Filed September 13, 2024 File No. 333-282099
Dear Ms. Bancroft:
We are counsel to Wells Fargo Commercial Mortgage Securities, Inc. (the “Registrant”). We have reviewed your letter dated October 10, 2024 (the “Comment Letter”) transmitting comments of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission” or “SEC”) to the Registrant’s registration statement (File No. 333-282099) on Form SF-3 as initially filed on September 13, 2024. We have also discussed the comments contained in the Comment Letter with various representatives of the Registrant. Capitalized terms used herein without definition have the meanings given them in the form of prospectus contained in our pre-effective amendment to the registration statement (“Amendment No. 1”) submitted herewith.
For your convenience, the Staff’s comments are repeated in italics below, followed by the Registrant’s responses.
Registration Statement on Form SF-3
General
1. Please confirm that the depositor and any issuing entities previously established, directly or indirectly, by the depositor or any affiliate of the depositor have been current and timely with Exchange Act reporting during the last twelve months with respect to asset-backed securities involving the same asset class. Please refer to General Instruction I.A.2. of Form SF-3.
David Burkholder Tel 704 348 5309 Fax 704 348 5200 david.burkholder@cwt.com
Rolaine Bancroft, Esq.
October 30, 2024
The Registrant confirms that each relevant entity has been current and timely with Exchange Act reporting during the last twelve months with respect to asset-backed securities involving the same asset class as required by General Instruction I.A.2 of Form SF-3. No affiliate of the Registrant has offered a class of asset-backed securities involving the same asset class as this offering.
Risk Factors
Cyberattacks or Other Security Breaches Could Have a Material Adverse Effect on Business of the Transaction Parties, page 65
2. We note your disclosure sets forth an example that, "hackers recently engaged in attacks against organizations that are designed to disrupt key business services." As a result, "There can be no reassurance that the sponsors, the master servicer, the special servicer, the borrowers or the other transaction parties will not suffer any such losses in the future." Please revise to explain the relevancy of these attacks or provide further detail.
The Registrant has revised Amendment No. 1 to clarify the language.
[Office Properties Have Special Risks], page 77
3. We note that you state, "office space may be adversely affected for a significant time after the pandemic ends, which may impact the ability of borrowers to lease their properties." This risk factor does not appear to reflect the current state of the COVID-19 pandemic and related market conditions, as the pandemic has come to an end. Please revise.
The Registrant has revised Amendment No. 1 accordingly.
Pending Legal Proceedings Involving Transaction Parties, page 452
4. We note that you have disclosed that "sponsors have been involved in, and are currently involved in, certain litigation or potential litigation including actions relating to repurchase claims." Please revise to provide further detail and confirm that the disclosure will be updated to reflect current status at the time of an offering.
The Registrant has revised Amendment No. 1 to clarify that there are no legal proceedings currently pending, or any proceedings known to be contemplated by any governmental authorities, against the sponsors that are material to Certificateholders. The Registrant confirms that the disclosure will be updated to reflect current status of any material litigation at the time of an offering.
Page 2
Rolaine Bancroft, Esq.
October 30, 2024
Part II - Information Not Required in Prospectus
Item 14. Exhibits, page II-2
5. Please revise footnote 7 to provide the complete file number of the Form SF-3 that you are incorporating by reference.
The Registrant has revised Amendment No. 1 accordingly.
6. Please file your remaining exhibits with your next amendment. Refer to Item 1100(f) of Regulation AB and Item 601 of Regulation S-K. Note that we may have additional comments on your registration statement following our review of any such exhibits.
The Registrant has filed the remaining exhibits as part of Amendment No. 1.
If you have any questions concerning the foregoing, please contact the undersigned.
Very truly yours,
/s/ David S. Burkholder
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Cadwalader,
Wickersham & Taft LLP
650
South Tryon Street, Charlotte, NC 28202
Tel
+1 704 348 5100 Fax +1 704 348 5200
www.cadwalader.com
October 30, 2024
Rolaine Bancroft
Office Chief
Office of Structured Finance
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: Wells Fargo Commercial Mortgage Securities, Inc.
Registration Statement on Form SF-3
Filed September 13, 2024
File No. 333-282099
Dear Ms. Bancroft:
We are counsel to Wells
Fargo Commercial Mortgage Securities, Inc. (the “Registrant”). We have reviewed your letter dated October 10, 2024
(the “Comment Letter”) transmitting comments of the Staff of the Division of Corporation Finance (the “Staff”)
of the Securities and Exchange Commission (the “Commission” or “SEC”) to the Registrant’s
registration statement (File No. 333-282099) on Form SF-3 as initially filed on September 13, 2024. We have also discussed the comments
contained in the Comment Letter with various representatives of the Registrant. Capitalized terms used herein without definition have
the meanings given them in the form of prospectus contained in our pre-effective amendment to the registration statement (“Amendment
No. 1”) submitted herewith.
For your convenience, the
Staff’s comments are repeated in italics below, followed by the Registrant’s responses.
Registration Statement on Form SF-3
General
1. Please confirm that the depositor and any issuing entities previously established, directly or indirectly,
by the depositor or any affiliate of the depositor have been current and timely with Exchange Act reporting during the last twelve months
with respect to asset-backed securities involving the same asset class. Please refer to General Instruction I.A.2. of Form SF-3.
David Burkholder Tel 704 348 5309 Fax 704 348 5200 david.burkholder@cwt.com
Rolaine Bancroft, Esq.
October 30, 2024
The Registrant confirms that each relevant
entity has been current and timely with Exchange Act reporting during the last twelve months with respect to asset-backed securities involving
the same asset class as required by General Instruction I.A.2 of Form SF-3. No affiliate of the Registrant has offered a class of asset-backed
securities involving the same asset class as this offering.
Risk Factors
Cyberattacks or Other Security Breaches Could Have a Material Adverse
Effect on Business of the Transaction Parties, page 65
2. We note your disclosure sets forth an example that, "hackers recently engaged in attacks against
organizations that are designed to disrupt key business services." As a result, "There can be no reassurance that the sponsors,
the master servicer, the special servicer, the borrowers or the other transaction parties will not suffer any such losses in the future."
Please revise to explain the relevancy of these attacks or provide further detail.
The Registrant has revised Amendment No. 1
to clarify the language.
[Office Properties Have Special Risks], page 77
3. We note that you state, "office space may be adversely affected for a significant time after
the pandemic ends, which may impact the ability of borrowers to lease their properties." This risk factor does not appear to reflect
the current state of the COVID-19 pandemic and related market conditions, as the pandemic has come to an end. Please revise.
The Registrant has revised
Amendment No. 1 accordingly.
Pending Legal Proceedings Involving Transaction Parties, page 452
4. We note that you have disclosed that "sponsors have been involved in, and are currently involved
in, certain litigation or potential litigation including actions relating to repurchase claims." Please revise to provide further
detail and confirm that the disclosure will be updated to reflect current status at the time of an offering.
The Registrant has revised Amendment No. 1 to clarify
that there are no legal proceedings currently pending, or any proceedings known to be contemplated by any governmental authorities, against
the sponsors that are material to Certificateholders. The Registrant confirms that the disclosure will be updated to reflect current status
of any material litigation at the time of an offering.
Page 2
Rolaine Bancroft, Esq.
October 30, 2024
Part II - Information Not Required in Prospectus
Item 14. Exhibits, page II-2
5. Please revise footnote 7 to provide the complete file number of the Form SF-3 that you are incorporating
by reference.
The Registrant has revised
Amendment No. 1 accordingly.
6. Please file your remaining exhibits with your next amendment. Refer to Item 1100(f) of Regulation
AB and Item 601 of Regulation S-K. Note that we may have additional comments on your registration statement following our review of any
such exhibits.
The Registrant has filed
the remaining exhibits as part of Amendment No. 1.
If you have any questions
concerning the foregoing, please contact the undersigned.
Very truly yours,
/s/ David S. Burkholder
David S. Burkholder
cc: Anthony Sfarra (w/o enclosures)
Troy B. Stoddard, Esq. (w/o enclosures)
Page 3