Correspondence 0001539497-25-000225 from UBS Commercial Mortgage Securitization Corp. (CIK 0001532799)
UBS Commercial Mortgage Securitization Corp. (CIK 0001532799)
Date: Jan. 31, 2025 · CIK: 0001532799 · Accession: 0001539497-25-000225
AI Filing Summary & Sentiment
File numbers found in text: 333-283483
Referenced dates: December 23, 2024
Letter
Office of Structured Finance Division of Corporation Finance United States Securities and Exchange Commission Re: UBS Commercial Mortgage Securitization Corp. Registration Statement on Form SF-3 Filed November 26, 2024 File No. 333-283483
Dear Ms. Bancroft:
We are counsel to UBS Commercial Mortgage Securitization Corp. (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 (the “Staff”) of the Securities and Exchange Commission (the “Commission” or “SEC”) to the Registrant’s registration statement (File No. 333-283483) on Form SF-3 as initially filed on November 26, 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 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.
Frank Polverino Tel 212-504-6820 Fax +1 212 504 6666 frank.polverino@cwt.com
Rolaine Bancroft, Esq.
January 31, 2025
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.
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.
The Registrant confirms that it has conducted such review and revised Amendment No. 1 accordingly.
Limitation on Rights of Certificateholders to Institute a Proceeding, page 378
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 to clarify the language.
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.
The Registrant has filed the remaining exhibits as part of Amendment No. 1.
Page 2
Rolaine Bancroft, Esq.
January 31, 2025
If you have any questions concerning the foregoing, please contact the undersigned.
Very truly yours,
/s/ Frank Polverino
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Cadwalader, Wickersham & Taft LLP
200 Liberty Street, New York, NY 10281
Tel +1 212 504 6000 Fax +1 212 504 6666
www.cadwalader.com
January 31, 2025
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: UBS Commercial Mortgage Securitization Corp.
Registration Statement on Form SF-3
Filed November 26, 2024
File No. 333-283483
Dear Ms. Bancroft:
We are counsel to UBS Commercial
Mortgage Securitization Corp. (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 (the “Staff”) of the Securities
and Exchange Commission (the “Commission” or “SEC”) to the Registrant’s registration statement
(File No. 333-283483) on Form SF-3 as initially filed on November 26, 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 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.
Frank Polverino Tel 212-504-6820 Fax +1 212 504 6666 frank.polverino@cwt.com
Rolaine Bancroft, Esq.
January 31, 2025
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.
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.
The Registrant confirms that
it has conducted such review and revised Amendment No. 1 accordingly.
Limitation on Rights of Certificateholders to Institute a Proceeding,
page 378
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 to clarify the language.
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.
The Registrant has filed
the remaining exhibits as part of Amendment No. 1.
Page 2
Rolaine Bancroft, Esq.
January 31, 2025
If you have any questions concerning
the foregoing, please contact the undersigned.
Very truly yours,
/s/ Frank Polverino
Frank Polverino
cc: Nicholas Galeone (w/o enclosures)
Chad Eisenberger,
Esq. (w/o enclosures)
Page 3