SecProbe.io

United States securities and exchange commission logo
January 10, 2024
Daniel Vinson
Chief Executive Officer
Barclays Commercial Mortgage Securities LLC
745 Seventh Avenue
New York, NY 10019
Re:Barclays Commercial Mortgage Securities LLC
Registration Statement on Form SF-3
Filed December 14, 2023
File No. 333-276033
Dear Daniel Vinson:
            We have reviewed your registration statement and have the following comment(s).
            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 or 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. Also, please provide us with the CIK for any affiliate of the depositor that has
offered a class of asset-backed securities involving the same asset class as this offering.
Prospectus Cover, page 2
2.We note that your disclosure located on the Prospectus Cover stating that the certificates
will represent interests in the issuing entity appears to be incomplete.  Please revise.

 FirstName LastNameDaniel Vinson
 Comapany NameBarclays Commercial Mortgage Securities LLC
 January 10, 2024 Page 2
 FirstName LastNameDaniel Vinson
Barclays Commercial Mortgage Securities LLC
January 10, 2024
Page 2
Risk Factors
Risks Relating to the Mortgage Loans, page 58
3.Please revise your risk factor disclosure to identify all relevant risks that may be
applicable to a particular offering contemplated by this registration statement.  As an
example only, we note your disclosure on page 145 that an asset pool may contain
multifamily properties, including properties subject to regulations regarding low income
rental requirements.  Two recent final prospectuses filed by the depositor pursuant to
Securities Act Rule 424(b) filed on October 23, 2023 and November 20, 2023, included a
discussion of risk factors regarding tax credits related to low income housing multifamily
properties, but we are unable to locate similar risk factor disclosure in this registration
statement.  Please also confirm that your risk factor disclosure will be reviewed and
updated at the time of each offering to identify significant factors that make the offering
speculative or risky and how the risk affects the issuer or the securities being offered.
Refer to Item 503 of Regulation S-K.
Transaction Parties
The Sponsors and Mortgage Loan Sellers, page 186
4.We note your discussion on page 188 regarding the nature of the review of assets to be
undertaken pursuant to Securities Act Rule 193 and the findings and conclusions of such
review.  We also note, however, that the conclusion that "the disclosure regarding the
Barclays Mortgage Loans in this prospectus is accurate in all material respects" is not
included in brackets.  Please confirm that the originators will perform the required review
at the time of each offering and revise your disclosure to make clear that the findings and
conclusions will be reflective of the subject review.  See Securities Act Rule 193 and Item
1111(a)(7) of Regulation AB.
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.
            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.

 FirstName LastNameDaniel Vinson
 Comapany NameBarclays Commercial Mortgage Securities LLC
 January 10, 2024 Page 3
 FirstName LastName
Daniel Vinson
Barclays Commercial Mortgage Securities LLC
January 10, 2024
Page 3
            Please contact Jason Weidberg at 202-551-6892 or Kayla Roberts at 202-551-3490 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Structured Finance