Correspondence 0001539497-24-001984 from BMO Commercial Mortgage Securities LLC (CIK 0001861132)
BMO Commercial Mortgage Securities LLC (CIK 0001861132)
Date: Sept. 23, 2024 · CIK: 0001861132 · Accession: 0001539497-24-001984
AI Filing Summary & Sentiment
File numbers found in text: 333-280224
Letter
Office of Structured Finance United States Securities and Exchange Commission Re: BMO Commercial Mortgage Securities LLC Amendment No.2 to Registration Statement on Form SF-3 Filed September 4, 2024 File No. 333-280224 (“Amendment No.2”)
Dear Ms. Bancroft:
We are counsel to BMO Commercial Mortgage Securities LLC (the “Registrant”) in connection with the above-captioned registration statement (the “Registration Statement”). We have considered the comment of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission to Amendment No. 2 transmitted orally in the course of a phone call with us on September 18, 2024 and we have discussed that comment 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 No.3 to the Registration Statement (“Amendment No. 3”) submitted herewith. Included with this letter is a clean copy of Amendment No. 3 together with a copy marked to show changes implemented in response to the request of the Staff in its further comment.
September 23, 2024
Page 2
Below is our response, on behalf of the Registrant, to the Staff comment transmitted orally in the course of our September 18, 2024 phone call. The response follows our transcription of the Staff’s comment, which has been repeated in italics below.
Registration Statement on Form SF-3
Risk Factors
Risks Related to Conflicts of Interest
Interests and Incentives of the Underwriter Entities May Not Be Aligned with Your Interests, page 142
1. We note your revision in response to prior comment 1 and re-issue in part . Although we note your addition of the phrase “subject to applicable law”, the subsequent clause beginning “but without regard” is inconsistent with Securities Act Rule 192 insofar as it qualifies or overrides the reference to applicable law. Please revise to eliminate the clause beginning “but without regard” or otherwise revise your risk factor to clarify that the ability of the underwriter entities to disregard the effect of the transactions at issue on the offered certificates or the holders of offered certificates may be limited by applicable laws, including Securities Act Rule 192.
The Registrant has revised the risk factor entitled “Interests and Incentives of the Underwriter Entities May Not be Aligned with Your Interests” in the form of prospectus to clarify that the ability of the underwriter entities to disregard the effect of the transactions at issue on the offered certificates or the holders of offered certificates may be limited by applicable laws, including Securities Act Rule 192.
If you have any questions regarding the foregoing, please contact the undersigned at (212) 506-3522.
Sincerely,
/s/ Janet A. Barbiere
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CORRESP
1
filename1.htm
Orrick, Herrington & Sutcliffe LLP
51 West 52nd Street
New York, NY 10019-6142
+1 212 506 5000
orrick.com
Janet A. Barbiere
E jbarbiere@orrick.com
D +1 212 506 3522
F +1 212 506 5151
September 23, 2024
Rolaine Bancroft
Office Chief
Office of Structured Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: BMO Commercial Mortgage Securities LLC
Amendment No.2 to Registration Statement on Form SF-3
Filed September 4, 2024
File No. 333-280224 (“Amendment No.2”)
Dear Ms. Bancroft:
We are counsel to BMO Commercial Mortgage
Securities LLC (the “Registrant”) in connection with the above-captioned registration statement (the “Registration
Statement”). We have considered the comment of the Staff of the Division of Corporation Finance (the “Staff”)
of the Securities and Exchange Commission to Amendment No. 2 transmitted orally in the course of a phone call with us on September 18,
2024 and we have discussed that comment 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 No.3 to the Registration Statement
(“Amendment No. 3”) submitted herewith. Included with this letter is a clean copy of Amendment No. 3 together with
a copy marked to show changes implemented in response to the request of the Staff in its further comment.
September 23, 2024
Page 2
Below is our response, on behalf of the
Registrant, to the Staff comment transmitted orally in the course of our September 18, 2024 phone call. The response follows our transcription
of the Staff’s comment, which has been repeated in italics below.
Registration Statement
on Form SF-3
Risk Factors
Risks Related to Conflicts of Interest
Interests and Incentives of the Underwriter Entities May Not Be Aligned with Your Interests, page 142
1. We note your revision in response to prior comment
1 and re-issue in part . Although we note your addition of the phrase “subject to applicable law”, the subsequent clause
beginning “but without regard” is inconsistent with Securities Act Rule 192 insofar as it qualifies or overrides the reference
to applicable law. Please revise to eliminate the clause beginning “but without regard” or otherwise revise your risk factor
to clarify that the ability of the underwriter entities to disregard the effect of the transactions at issue on the offered certificates
or the holders of offered certificates may be limited by applicable laws, including Securities Act Rule 192.
The Registrant has revised the risk factor
entitled “Interests and Incentives of the Underwriter Entities May Not be Aligned with Your Interests” in the form of prospectus
to clarify that the ability of the underwriter entities to disregard the effect of the transactions at issue on the offered certificates
or the holders of offered certificates may be limited by applicable laws, including Securities Act Rule 192.
If you have any questions
regarding the foregoing, please contact the undersigned at (212) 506-3522.
Sincerely,
/s/ Janet A. Barbiere
Janet A. Barbiere
cc: Janile Hill, Esq.
Sean Fernandes
Paul Vanderslice