Close

Form 8-K Morgan Stanley Bank of For: Feb 26

February 26, 2015 3:44 PM EST
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the
 
Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported):  February 26, 2015
 
Morgan Stanley Bank of America Merrill Lynch Trust 2015-C21
 
(Exact name of issuing entity)
 
Morgan Stanley Capital I Inc.
 
  (Exact name of registrant as specified in its charter)
 
Morgan Stanley Mortgage Capital Holdings LLC
Bank of America, National Association
Starwood Mortgage Funding III LLC
CIBC Inc.
 
 (Exact names of sponsors as specified in their charters)
 
 
Delaware 333-180779-14 13-3291626
(State or Other Jurisdiction
of Incorporation)
(Commission File
Number)
(IRS Employer
Identification No.)
 
1585 Broadway New York, New York 10036
(Address of Principal Executive Offices)  (Zip Code)
 
Registrants telephone number, including area code: (212) 761-4000
 
 
Not applicable
 
 
(Former name or former address, if changed since last report.)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any following provisions:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 
 
Item 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
 
On February 26, 2015, Morgan Stanley Capital I Inc. (the “Registrant”) caused the issuance, pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2015 (the “Pooling and Servicing Agreement”), between the Registrant, as depositor, KeyBank National Association, as master servicer, LNR Partners, LLC, as special servicer, CWCapital Asset Management LLC, as excluded mortage loan special servicer, Situs Holdings, LLC, as trust advisor, and Wells Fargo Bank, National Association, as trustee, custodian, certificate administrator, certificate registrar and authenticating agent, of Morgan Stanley Bank of America Merrill Lynch Trust 2015-C21 Commercial Mortgage Pass-Through Certificates, Series 2015-C21 (the “Certificates”).
 
The Certificates consist of the following classes (each, a “Class”), designated as (i) the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (collectively, the “Publicly Offered Certificates”) and (ii) the Class X-B, Class X-E, Class X-FG, Class X-H, Class D, Class E, Class F, Class G, Class H, Class 555A, Class 555B, Class V, and Class R Certificates (collectively, the “Privately Offered Certificates”).
 
The Publicly Offered Certificates were sold to Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, CIBC World Markets Corp., Citigroup Global Markets Inc. and Drexel Hamilton, LLC, as underwriters (collectively, in such capacities, the “Underwriters”), pursuant to the Underwriting Agreement, dated as of February 13, 2015, between the Registrant, Morgan Stanley Mortgage Capital Holdings LLC (“MSMCH”) and the Underwriters.
 
The Privately Offered Certificates were sold to Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc., as initial purchasers (collectively, in such capacities, the “Initial Purchasers”), pursuant to the Certificate Purchase Agreement, dated as of February 13, 2015, between the Registrant, MSMCH and the Initial Purchasers.  The Privately Offered Certificates were sold in transactions exempt from registration under the Securities Act of 1933, as amended.
 
The Certificates represent, in the aggregate, the entire beneficial ownership in Morgan Stanley Bank of America Merrill Lynch Trust 2015-C21, a common law trust fund formed on February 26, 2015 under the laws of the State of New York pursuant to the Pooling and Servicing Agreement. The Issuing Entity’s primary assets are sixty-four (64) fixed rate mortgage loans (the “Mortgage Loans”) and a separate subordinate mortgage note (the “555 11th Street NW Trust B Note”) secured by first liens on ninety-nine (99) multifamily, commercial and manufactured housing community properties.  The net proceeds of the sale of the Certificates were applied to the purchase of the Mortgage Loans and the 555 11th Street NW Trust B by the Registrant from Morgan Stanley Mortgage Capital Holdings LLC, Bank of America, National Association, Starwood Mortgage Funding III LLC and CIBC Inc.
 
The Registrant sold all of the Publicly Offered Certificates, having an aggregate certificate principal amount of $766,699,000, on February 26, 2015.  The net proceeds of the offering to the Registrant of the issuance of the Publicly Offered Certificates, after deducting expenses payable by the Registrant of $5,824,171.58, were approximately $ 826,511,628.18 plus accrued interest from the cut-off date.  Of the expenses paid by the Registrant, none were paid directly to affiliates of the Registrant, none were in the form of fees paid to the Underwriters unaffiliated with the Registrant, approximately $100,000 were expenses paid to or for the Underwriters and $5,724,171.58 were other expenses.  All of the foregoing expense amounts are the Registrant’s reasonable estimates of such expenses.  No underwriting discounts and commissions or finder’s fees were paid by the Registrant; the Publicly Offered Certificates were offered by the Underwriters for sale to the public in negotiated transactions or otherwise at varying prices determined at the time of sale.  The Registrant also sold to the Initial Purchasers on such date the Privately Offered Certificates, having an aggregate principal amount of $104,550,589, in each case in private placement transactions exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) of the Act.  Further information regarding such sales
 
 
2

 
has been previously provided on the Registrant’s Current Report on Form 8-K, filed February 26, 2015 (including, as to the price per class of Publicly Offered Certificates, on Schedule I to the Underwriting Agreement filed as an exhibit thereto) and in its Prospectus Supplement, dated February 13, 2015, to the accompanying Prospectus, dated October 1, 2013.  The related registration statement (file no. 333-180779) was originally declared effective on September 10, 2012.
 
Item 8.01. OTHER EVENTS
 
In connection with the issuance and sale to the Underwriters of the Publicly Offered Certificates, a legal opinion was rendered related to the validity of, and certain federal income tax considerations relating to, the Publicly Offered Certificates, which legal opinion is attached as an exhibit to this report.
 
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
 
(d)           Exhibits:
 
 
5.1
Legality Opinion of Sidley Austin LLP, dated February 26, 2015.
 
 
8.1
Tax Opinion of Sidley Austin LLP, dated February 26, 2015 (included as part of Exhibit 5.1).
 
23.1
Consent of Sidley Austin LLP (included as part of Exhibit 5.1).
 
 
3

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  Morgan Stanley Capital I Inc.  
       
 
By:
/s/ Zachary Fischer   
  Name:  Zachary Fischer  
  Title: Vice President  
       
Date:  February 26, 2015
 
 
4

 
 
EXHIBIT INDEX
 
Exhibit Number
 
Description
 
     
5.1   Legality Opinion of Sidley Austin LLP, dated February 26, 2015.
     
8.1   Tax Opinion of Sidley Austin LLP, dated February 26, 2015 (included as part of Exhibit 5.1).
     
23.1   Consent of Sidley Austin LLP (included as part of Exhibit 5.1).
 
 
5

 
Exhibit 5.1
         
(SIDLEY AUSTIN LLP LOGO)
SIDLEY AUSTIN llp
787 SEVENTH AVENUE
NEW YORK, NY 10019
(212) 839 5300
(212) 839 5599 FAX
BEIJING
BOSTON
BRUSSELS
CHICAGO
DALLAS
GENEVA
HONG KONG
HOUSTON
LONDON
LOS ANGELES
NEW YORK
PALO ALTO
SAN FRANCISCO
SHANGHAI
SINGAPORE
SYDNEY
TOKYO
WASHINGTON, D.C.
         
   
FOUNDED 1866
 
February 26, 2015
 
Morgan Stanley Capital I Inc.
1585 Broadway
New York, New York 10036
 
 
Re:
Morgan Stanley Bank of America Merrill Lynch Trust 2015-C21,
 
Commercial Mortgage Pass-Through Certificates, Series 2015-C21
 
Ladies and Gentlemen:
 
We have acted as counsel to Morgan Stanley Capital I Inc., a Delaware corporation (the “Depositor”), in connection with the issuance of approximately $871,249,589 aggregate principal balance of Commercial Mortgage Pass-Through Certificates, Series 2015-C21, Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates (collectively, the “Publicly Offered Certificates”), and the Class X-B, Class X-E, Class X-FG, Class X-H, Class D, Class E, Class F, Class G, Class H, Class 555A, Class 555B, Class V and Class R Certificates, pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2015 (the “Pooling and Servicing Agreement”), between the Depositor, as depositor, KeyBank National Association, as master servicer, LNR Partners, LLC, as general special servicer, CWCapital Asset Management LLC, as excluded mortgage loan special servicer, Wells Fargo Bank, National Association, as trustee, certificate administrator, certificate registrar, authenticating agent and custodian, and Situs Holdings, LLC, as trust advisor.
 
For purposes of rendering this opinion letter, we have reviewed:
 
(i)            the Registration Statement on Form S-3 (Registration No. 333-180779) relating to the Publicly Offered Certificates (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), on September 4, 2012;
 
(ii)           the Prospectus, dated October 1, 2013 (the “Base Prospectus”) and the Prospectus Supplement, dated February 13, 2015 (the “Prospectus Supplement”) relating to the Publicly Offered Certificates;
 
Sidley Austin (NY) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.
 
 
 

 
 
(SIDLEY AUSTIN LLP LOGO)
 
(iii)          the Underwriting Agreement, dated as of February 13, 2015 (the “Underwriting Agreement”), between the Depositor, MSMCH, Morgan Stanley & Co. LLC (“MSC”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”), CIBC World Markets Corp. (“CIBCWM”), Drexel Hamilton, LLC (“Drexel”) and Citigroup Global Markets Inc. (together with MSC, MLPF&S, CIBCWM and Drexel, the “Underwriters”);
 
(iv)          evidence satisfactory to us with respect to the effectiveness of the Registration Statement under the Act; and
 
(v)           the forms of the Publicly Offered Certificates attached as exhibits to the Pooling and Servicing Agreement.
 
In connection with the foregoing, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we deemed necessary for the purposes of this opinion.  In our examination, we have assumed the following: (a) the genuineness of all signatures; (b) the legal capacity of natural persons; (c) the authenticity of all documents submitted to us as originals; (d) the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents; (e) the conformity of the text of each document filed with the Commission through its Electronic Data Gathering, Analysis and Retrieval System to the printed documents reviewed by us; and (f) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates that we have reviewed.  As to any facts material to the opinions expressed herein that were not known to us, we have relied upon (1) certificates, statements and representations of officers and other representatives of the Depositor and others, (2) a certificate of the Secretary of State of the State of Delaware as to the good standing of the Depositor, dated February 20, 2015 (the “Delaware Good Standing Certificate”) and (3) a certificate of the Secretary of State of the State of Delaware as to the certificate of incorporation of the Depositor, dated February 20, 2015 (the “Delaware Certificate of Incorporation Certificate” and, together with the Delaware Good Standing Certificate, the “Delaware Certificates”).
 
Our opinions set forth below are subject to:  (1) general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing and the doctrine of estoppel; (2) the possible unavailability of specific performance and injunctive relief, regardless of whether considered in a proceeding in equity or at law; (3) the effect of certain laws, rules, regulations and judicial and other decisions upon enforceability; (4) bankruptcy, insolvency, receivership, reorganization, liquidation, voidable preference, fraudulent conveyance and transfer, moratorium and other similar laws affecting the rights of creditors or secured parties generally and the effect of, to the extent applicable, the rights of creditors or of secured creditors of national banks or of “financial companies” (as defined in Section 201 of the Dodd-Frank Wall Street Reform and Consumer Protection Act) or their affiliates; and (5) public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of any provision of any agreement that purports or is construed to provide indemnification with respect to securities law violations.
 
 
 

 
 
(SIDLEY AUSTIN LLP LOGO)
 
Based upon and subject to the foregoing, we are of the opinion that—
 
A.          The Publicly Offered Certificates, when duly executed, authenticated and delivered in accordance with the terms and conditions of the Pooling and Servicing Agreement, and when delivered and paid for by the Underwriters pursuant to the Underwriting Agreement, will be legally and validly issued and outstanding, fully paid and non-assessable.
 
B.           The descriptions set forth under the caption “Federal Income Tax Consequences” in the Base Prospectus and “Material Federal Income Tax Consequences” in the Prospectus Supplement, although they do not discuss all federal income tax consequences that may be applicable to the individual circumstances of particular investors (some of which may be subject to special treatment under the Internal Revenue Code of 1986 (the “Code”)), otherwise correctly describe the material aspects of the federal income tax treatment of an investment in the Publicly Offered Certificates commonly applicable to investors that are U.S. Persons (as defined in the Base Prospectus) and, where expressly indicated therein, to investors that are not U.S. Persons.  We also hereby confirm the opinion expressly set forth under such captions as our opinion.
 
C.           The Depositor is validly existing and in good standing under the laws of the State of Delaware.
 
The opinion set forth in paragraph B above is limited to the United States federal income tax matters specifically covered thereby, and we have not been asked to address, nor have we addressed, any other tax consequences regarding the transaction referred to above or any other transaction.  The opinion set forth in paragraph B above is based on the current provisions of the Code and the Treasury Regulations issued or proposed thereunder, revenue rulings, revenue procedures and other published releases of the Internal Revenue Service and current case law, any of which can change at any time.  Any change can apply retroactively and modify the legal conclusions upon which such opinion is based.
 
This opinion is rendered as of the date hereof and we do not undertake, and hereby disclaim, any obligation to advise you of any changes in law or fact, whether or not material, that may be brought to our attention at a later date.
 
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the discussion of our opinions set forth in this opinion letter under the captions “Legal Investment” and “Federal Income Tax Consequences” in the Base Prospectus and “Legal Investment” and “Material Federal Income Tax Consequences” in the Prospectus Supplement.  In giving such consent, we do not consider that we are “experts” within the meaning of the term as used in the Act or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.
 
 
 

 
 
(SIDLEY AUSTIN LLP LOGO)
 
We express no opinion on any laws other than the federal laws of the United States of America, the laws of the State of New York and, solely with respect to the opinion set forth in paragraph (C) above, the Delaware General Corporation Law.  We do not express any opinion, either implicitly or otherwise, on any issue not expressly addressed above.  We express no opinion with respect to any Series of Certificates for which we do not act as counsel to the Depositor.
 
 
Very truly yours,
   
 
/s/ Sidley Austin LLP
 
 
 

 


Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings

Related Entities

Morgan Stanley