SEC Comment Letter 0000000000-24-014202 to UBS Commercial Mortgage Securitization Corp. (CIK 0001532799)
UBS Commercial Mortgage Securitization Corp. (CIK 0001532799)
Date: Dec. 23, 2024 · CIK: 0001532799 · Accession: 0000000000-24-014202
AI Filing Summary & Sentiment
File numbers found in text: 333-283483
Letter
December 23, 2024 Nicholas Galeone President UBS Commercial Mortgage Securitization Corp. 1285 Avenue of the Americas New York, New York 10019 Re:UBS Commercial Mortgage Securitization Corp. Registration Statement on Form SF-3 Filed November 26, 2024 File No. 333-283483 Dear Nicholas Galeone: We have reviewed your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form SF-3 General 1.Please confirm that the depositor and any issuing entity previously established, directly or indirectly, by the depositor or any affiliate of the depositor 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. Please refer to General Instruction I.A.2. of Form SF-3. 2.Please review capitalized terms throughout your registration statement to ensure they are defined. For example, we note “MOA” that appears on page 230 has not been defined. Limitation on Rights of Certificateholders to Institute a Proceeding, page 378 We note your disclosure about the limitation on rights of certificateholders to institute a proceeding, including the numerous conditions required, such as offering to 3.
December 23, 2024 Page 2 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. Part II - Information Not Required in Prospectus Item 14. Exhibits, page II-2 4.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. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Jason Weidberg at 202-551-6892 or Rolaine Bancroft at 202-551-3313 with any questions. Sincerely, Division of Corporation Finance Office of Structured Finance
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December 23, 2024
Nicholas Galeone
President
UBS Commercial Mortgage Securitization Corp.
1285 Avenue of the Americas
New York, New York 10019
Re:UBS Commercial Mortgage Securitization Corp.
Registration Statement on Form SF-3
Filed November 26, 2024
File No. 333-283483
Dear Nicholas Galeone:
We have reviewed your registration statement and have the following comments.
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form SF-3
General
1.Please confirm that the depositor and any issuing entity previously established,
directly or indirectly, by the depositor or any affiliate of the depositor 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. Please refer to General
Instruction I.A.2. of Form SF-3.
2.Please review capitalized terms throughout your registration statement to ensure they
are defined. For example, we note “MOA” that appears on page 230 has not been
defined.
Limitation on Rights of Certificateholders to Institute a Proceeding, page 378
We note your disclosure about the limitation on rights of certificateholders to institute
a proceeding, including the numerous conditions required, such as offering to 3.
December 23, 2024
Page 2
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.
Part II - Information Not Required in Prospectus
Item 14. Exhibits, page II-2
4.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.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Jason Weidberg at 202-551-6892 or Rolaine Bancroft at 202-551-3313
with any questions.
Sincerely,
Division of Corporation Finance
Office of Structured Finance