Correspondence 0001539497-25-000060 from Banc of America Merrill Lynch Commercial Mortgage Inc. (CIK 0001005007)
Banc of America Merrill Lynch Commercial Mortgage Inc. (CIK 0001005007)
Date: Jan. 10, 2025 · CIK: 0001005007 · Accession: 0001539497-25-000060
AI Filing Summary & Sentiment
File numbers found in text: 333-283510
Referenced dates: December 23, 2024
Letter
Office of Structured Finance United States Securities and Exchange Commission Re: Banc of America Merrill Lynch Commercial Mortgage Inc. Registration Statement on Form SF-3 Filed November 27, 2024 File No. 333-283510
Dear Ms. Chaudhry and Mr. Sandel:
We are counsel to Banc of America Merrill Lynch Commercial Mortgage Inc. (the “Registrant”). We have reviewed your letter dated December 23, 2024 (the “Comment Letter”) transmitting comments of the staff of the Division of Corporation Finance of the Securities and Exchange Commission to the Depositor’s registration statement (File No. 333-283510) on Form SF-3 as filed on November 27, 2024. We have discussed the comments indicated in the Comment Letter with various representatives of the Registrant, and the Registrant’s responses are set forth below. Capitalized terms in this letter used without definition have the meanings given them in the form of prospectus contained in the revised form of registration statement submitted herewith.
For your convenience, each comment from the Comment Letter is repeated in italics below, followed by the Registrant’s response.
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.
The Registrant confirms 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
Henry A. LaBrun Tel +1 (704) 348-5149 Henry.LaBrun@cwt.com
C A D W A L A D E R
Komul Chaudhry
Arthur Sandel
January 10, 2025
timely with Exchange Act reporting during the last twelve months with respect to asset-backed securities involving the same asset class.
Form of Prospectus
Risk Factors
Cyberattacks or Other Security Breaches Could Have a Material Adverse Effect..., page 53
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. There can be no assurances 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.
Limitation on Rights of Certificateholders to Institute a Proceeding, page 371
3. We note your disclosure about the limitation on rights of certificateholders to institute a proceeding, including the numerous conditions required, such as offering to indemnify the trustee. However, please clarify if certificateholders have the same limitations if they were to institute proceedings against the trustee for not meeting its responsibilities set forth in the PSA.
The Registrant has revised Amendment No. 1 accordingly.
Pending Legal Proceedings Involving Transaction Parties, page 392
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 related 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 accordingly.
Page 2
C A D W A L A D E R
Komul Chaudhry
Arthur Sandel
January 10, 2025
Part II - Information Not Required in Prospectus
Item 14. Exhibits, page II-2
5. Please file your remaining exhibits with your next amendment. Refer to Item 1100(f) of Regulation AB and Instruction 1 to 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/ Henry A. LaBrun
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C A D W A L A D E R
Cadwalader,
Wickersham & Taft LLP
650
South Tryon Street, Charlotte, NC 28202
Tel
+1 704 348 5100 Fax +1 704 348 5200
www.cadwalader.com
January 10, 2025
Komul Chaudhry
Arthur Sandel
Office of Structured Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: Banc of America Merrill Lynch Commercial Mortgage Inc.
Registration Statement on Form SF-3
Filed November 27, 2024
File No. 333-283510
Dear Ms. Chaudhry and Mr. Sandel:
We are counsel to Banc
of America Merrill Lynch Commercial Mortgage Inc. (the “Registrant”). We have reviewed your letter dated December
23, 2024 (the “Comment Letter”) transmitting comments of the staff of the Division of Corporation Finance of the Securities
and Exchange Commission to the Depositor’s registration statement (File No. 333-283510) on Form SF-3 as filed on November 27,
2024. We have discussed the comments indicated in the Comment Letter with various representatives of the Registrant, and the Registrant’s
responses are set forth below. Capitalized terms in this letter used without definition have the meanings given them in the form of prospectus
contained in the revised form of registration statement submitted herewith.
For your convenience, each
comment from the Comment Letter is repeated in italics below, followed by the Registrant’s response.
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.
The Registrant confirms 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
Henry A. LaBrun Tel +1 (704) 348-5149 Henry.LaBrun@cwt.com
C A D W A L A D E R
Komul Chaudhry
Arthur Sandel
January 10, 2025
timely with Exchange Act reporting during the last twelve months
with respect to asset-backed securities involving the same asset class.
Form of Prospectus
Risk Factors
Cyberattacks or Other Security Breaches Could Have a Material Adverse
Effect..., page 53
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. There can be no assurances 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.
Limitation on Rights of Certificateholders to Institute a Proceeding,
page 371
3. We note your disclosure about the limitation on rights of certificateholders to institute a proceeding, including the numerous
conditions required, such as offering to indemnify the trustee. However, please clarify if certificateholders have the same limitations
if they were to institute proceedings against the trustee for not meeting its responsibilities set forth in the PSA.
The Registrant has revised Amendment No. 1 accordingly.
Pending Legal Proceedings Involving Transaction
Parties, page 392
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 related 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 accordingly.
Page 2
C A D W A L A D E R
Komul Chaudhry
Arthur Sandel
January 10, 2025
Part II - Information Not Required in Prospectus
Item 14. Exhibits, page II-2
5. Please file your remaining exhibits with your next amendment. Refer to Item 1100(f) of Regulation AB and Instruction 1 to 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/ Henry A. LaBrun
Henry A. LaBrun
cc: Leland F. Bunch, III
Paul Kurzeja, Esq.
Page 3