Form ABS-15G Natixis Commercial Mortg For: Sep 20
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM ABS-15G
ASSET-BACKED SECURITIZER
Report Pursuant to Section 15G of
the Securities Exchange Act of 1934
Check the appropriate box to indicate the filing obligation to which this form is intended to satisfy:
[_] Rule 15Ga-1 under the Exchange Act (17 CFR 240.15Ga-1) for the reporting period _________________ to _________________
Date of Report (Date of earliest event reported)______________________
Commission File Number of securitizer: ____________________
Central Index Key Number of securitizer: ___________________
______________________________________________________________________
Name and telephone number, including area code, of the person to
contact in connection with this filing
Indicate by check mark whether the securitizer has no activity
to report for the initial period pursuant to Rule 15Ga-1(c)(1) [_]
Indicate by check mark whether the securitizer has no activity to report for the quarterly period pursuant to Rule 15Ga-1(c)(2)(i) [_]
Indicate by check mark whether the securitizer has no activity to report for the annual period pursuant to Rule 15Ga-1(c)(2)(ii) [_]
[ü] Rule 15Ga-2 under the Exchange Act (17 CFR 240.15Ga-2)
Central Index Key Number of depositor: 0001693143
Natixis Commercial Mortgage Securities Trust 2021-APPL
(Exact name of issuing entity as specified in its charter)
Central Index Key Number of issuing entity (if applicable): Not applicable
Central Index Key Number of underwriter (if applicable): Not applicable
Andrew Taylor, (212) 891-5702
Name and telephone number, including area code, of the person to
contact in connection with this filing
INFORMATION TO BE INCLUDED IN THE REPORT
FINDINGS AND CONCLUSIONS OF THIRD-PARTY DUE DILIGENCE REPORTS
Item 2.01 Findings and Conclusions of a Third Party Due Diligence Report Obtained by the Issuer
Attached as Exhibit 1 hereto is an agreed-upon procedures report, dated September 20, 2021, of KPMG LLP, obtained by the issuer, which report sets forth the findings and conclusions, as applicable, of KPMG LLP with respect to certain agreed-upon procedures performed by KPMG LLP.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the reporting entity has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NATIXIS COMMERCIAL MORTGAGE SECURITIES LLC |
|||
(Depositor) | |||
Date: September 20, 2021 | |||
By: | /s/ Andrew Taylor | ||
Name: | Andrew Taylor | ||
Title: | Managing Director |
Exhibit 1 Agreed-upon procedures report, dated September 20, 2021, of KPMG LLP.
Exhibit 1
KPMG LLP Suite 900 8350 Broad Street McLean, VA 22102 |
Independent Accountants’ Report on Applying Agreed-Upon Procedures
Natixis Real Estate Capital LLC (the “Company”)
Natixis Commercial Mortgage Securities LLC
Natixis Securities Americas LLC
BMO Capital Markets Corp.
(together, the “Specified Parties”)
Re: Natixis Commercial Mortgage Securities Trust 2021-APPL – Data File Procedures
We have performed the procedures described below on the specified attributes in an electronic data file entitled “NCMS 2021-APPL Tape.xlsx” provided by the Company on September 20, 2021, containing information on one mortgage loan and one related mortgaged property as of September 20, 2021 (the “Data File”), which we were informed are intended to be included as collateral in the offering by Natixis Commercial Mortgage Securities Trust 2021-APPL. The Company is responsible for the specified attributes identified by the Company in the Data File.
The Specified Parties have agreed to and acknowledged that the procedures performed are appropriate to meet their intended purpose of assisting specified parties in evaluating the accuracy of the specified attributes in the Data File. This report may not be suitable for any other purpose. No other parties have agreed to or acknowledged the appropriateness of these procedures for the intended purpose or any other purpose.
The procedures performed may not address all the items of interest to a specified party of this report and may not meet the needs of all specified parties of this report and, as such, specified parties are responsible for determining whether the procedures performed are appropriate for their purposes. We make no representation regarding the appropriateness of the procedures either for the intended purpose or for any other purpose.
Unless otherwise stated, the following definitions have been adopted in presenting our procedures and findings:
· | The term “compared” means compared to the information shown and found it to be in agreement, unless otherwise stated. Such compared information was deemed to be in agreement if differences were within the reporting threshold. |
· | The term “recomputed” means recalculated and compared the result to the information shown and found it to be in agreement, unless otherwise stated. Such recomputed information was deemed to be in agreement if differences were within the reporting threshold. |
· | The term “reporting threshold” means that dollar amounts and percentages were within $1.00 and 0.1%, respectively. |
· | The term “Cut-off Date” means September 9, 2021, as provided by the Company. |
· | The term “Compared Attributes” means the list of fields in the Data File which were selected by the Company for us to perform procedures for and are listed in Attachment A. |
· | The term “Loan Files” means the copies of source documents provided by the Company and as listed in Attachment A. We make no representation regarding the validity or accuracy of these documents. |
KPMG LLP, a Delaware limited liability partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. |
· | The term “Recomputed Attributes” means the list of fields in the Data File which were selected by the Company for us to perform recomputation procedures for and are listed in Attachment B. |
· | The term “Calculation Methodologies” means the formula listed in the Calculation Methodology field of Attachment B containing the calculation methodologies for the Recomputed Attributes provided by the Company. |
· | The term “Assumed LIBOR” means the LIBOR rate of 0.096% which we were instructed to use by the Company where applicable for the Calculation Methodologies, as applicable. |
· | The term “Instructions” means the instructions provided by the Company pertaining to a procedure, attribute, or methodology, as described in Attachment C. |
· | The term “Provided Information” means the Loan Files, Calculation Methodologies, Cut-off Date, Assumed LIBOR and Instructions. |
Prior to being provided the Data File, we received one or more earlier versions of the data file on which to perform our procedures. In performing those procedures, we identified differences which were communicated to the Specified Parties. The Data File represents the revised information reflecting resolution of differences communicated as determined appropriate by the Specified Parties. We performed the procedures on the Data File, and the results of those procedures are reflected herein.
The procedures we were instructed by the Company to perform and the associated findings are as follows:
A. | We compared the Compared Attributes in the Data File to the corresponding information set forth in the Loan Files, utilizing the Instructions, as applicable. The Specified Parties indicated that the absence of any of the information in the Loan Files or the inability to agree the indicated information from the Data File to the Loan Files for each of the attributes identified, utilizing the Instructions as applicable, constituted an exception. The document priority is the order provided by the Company, which is listed in the “Source Document(s)” column in Attachment A, with the highest priority document listed first. |
B. | We recomputed the Recomputed Attributes using (i) the corresponding information contained in the Data File, (ii) the Calculation Methodologies, and (iii) the Instructions. |
We were engaged by the Company to perform this agreed-upon procedures engagement and conducted our engagement in accordance with attestation standards established by the American Institute of Certified Public Accountants, which involves us performing the specific procedures agreed to and acknowledged above and reporting on findings based on performing those procedures. We were not engaged to, and did not, conduct an examination or review, the objective of which would be the expression of an opinion or conclusion, respectively, on the specified attributes in the Data File. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported.
We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements related to our agreed-upon procedures engagement.
The procedures performed were applied based on the information included in the Data File and Provided Information, without verification or evaluation of such information by us; therefore, we express no opinion or any other form of assurance regarding (i) the reasonableness of the information provided to us by the Company, (ii) the physical existence of the mortgage loan and related mortgaged property, (iii) the reliability or accuracy of the Provided Information which was used in our procedures, or (iv) matters of legal interpretation.
The procedures performed were not intended to address, nor did they address: (i) the conformity of the origination of the mortgage loan to stated underwriting or credit extension guidelines, standards, criteria or
2
other requirements, (ii) the value of collateral securing any such mortgage loan being securitized, (iii) the compliance of the originator of the mortgage loan with federal, state, and local laws and regulations, or (iv) any other factor or characteristic of the mortgage loan and related mortgaged property that would be material to the likelihood that the issuer of the notes will pay interest and principal in accordance with applicable terms and conditions. The procedures performed were not intended to satisfy any criteria for due diligence published by the nationally recognized statistical rating organizations (“NRSROs”).
The terms of our engagement are such that we have no responsibility to update this report because of events and circumstances that may subsequently occur.
This report is intended solely for the information and use of the Specified Parties. It is not intended to be and should not be used by any other person or entity, including investors or the NRSROs, who are not identified in the report as the Specified Parties but may have access to this report as required by law or regulation.
/s/ KPMG LLP
McLean, Virginia
September 20, 2021
3
ATTACHMENT A
COMPARED ATTRIBUTES
Attribute | Source Document(s) |
Originator | Loan Agreement |
Address | Title Policy, Loan Agreement, Appraisal |
Property City | Appraisal |
Property State | Appraisal |
Zip Code | Appraisal |
County | Appraisal |
Property Type | Appraisal |
Specific Property Type | Appraisal |
Year Built | Appraisal |
Year Renovated | Appraisal |
Number of Units | Underwritten Rent Roll, Borrower Rent Roll |
Unit of Measure | Underwritten Rent Roll, Borrower Rent Roll |
Current Leased % | Underwritten Rent Roll, Borrower Rent Roll |
Leased % Source Date | Underwritten Rent Roll, Borrower Rent Roll |
Environmental Report Type | ESA |
Environmental Report Date | ESA |
Phase II Recommended | ESA |
Engineering Report Date | PCR Report |
Seismic Date | Seismic Report |
Seismic Zone | Seismic Report |
PML (%) | Seismic Report |
Earthquake Insurance | Insurance Certificate |
Flood Insurance | Insurance Certificate |
Note Date | Promissory Note |
First Payment Date | Loan Agreement |
A-1
Attribute | Source Document(s) |
Initial Maturity Date | Loan Agreement |
Fully Extended Maturity Date | Loan Agreement |
Payment Due Date | Loan Agreement |
Specific Payment Schedule (Y/N) | Loan Agreement |
Rate Type | Loan Agreement |
Index for Floating Rate | Loan Agreement |
Rounding Factor | Loan Agreement |
Time of Rounding (Before Spread, After Spread) | Loan Agreement |
Rounding Direction | Loan Agreement |
Lookback Period | Loan Agreement |
LIBOR Cap Provider | LIBOR Cap Confirmation |
LIBOR Cap Provider Rating | LIBOR Cap Confirmation |
LIBOR Floor Rate | LIBOR Cap Confirmation |
Mortgage Loan Margin | Loan Agreement |
LIBOR Cap Strike Price | LIBOR Cap Confirmation |
Interest Accrual Basis | Loan Agreement |
Original Principal Balance | Loan Agreement |
Loan Level Cut-Off Date Balance | Loan Agreement |
Maturity Date Payment | Loan Agreement |
Spread Maintenance Date | Loan Agreement |
Original Prepayment Restriction Code | Loan Agreement |
Amortization Term (Original) | Loan Agreement |
Loan Term (Original) | Loan Agreement |
IO Period | Loan Agreement |
Fully Extended Term (Original) | Loan Agreement |
Loan Amortization Type | Loan Agreement |
Extension Options | Loan Agreement |
Extension Option Conditions | Loan Agreement |
Market Value "As Is" | Appraisal |
A-2
Attribute | Source Document(s) |
Market Value "As Is" Date | Appraisal |
2020 Revenues | Underwritten Cash Flow |
2020 Total Expenses | Underwritten Cash Flow |
Most Recent Revenues | Underwritten Cash Flow |
Most Recent Total Expenses | Underwritten Cash Flow |
Most Recent NOI Date | Underwritten Cash Flow |
As-Is UW Revenues | Underwritten Cash Flow |
As-Is UW Expenses | Underwritten Cash Flow |
As-Is UW Replacement Reserve | Underwritten Cash Flow |
Largest Tenant | Underwritten Rent Roll |
Largest Tenant Unit Size | Underwritten Rent Roll |
Largest Tenant Lease Expiration | Underwritten Rent Roll |
2nd Largest Tenant | Underwritten Rent Roll |
2nd Largest Tenant Unit Size | Underwritten Rent Roll |
2nd Largest Tenant Lease Expiration | Underwritten Rent Roll |
3rd Largest Tenant | Underwritten Rent Roll |
3rd Largest Tenant Unit Size | Underwritten Rent Roll |
3rd Largest Tenant Lease Expiration | Underwritten Rent Roll |
Lien Position | Title Policy |
Title Vesting (Fee/Leasehold/Both) | Title Policy |
Ground Lease Expiration | Ground Lease, Loan Agreement |
Ground Lease Extension Options | Ground Lease, Loan Agreement |
Ground Lease Fully Extended Expiration | Ground Lease, Loan Agreement |
Annual Ground Lease Payment | Ground Lease, Loan Agreement |
Ground Lease Escalation Terms | Ground Lease, Loan Agreement |
Single Purpose Borrower (Y/N) | Loan Agreement |
Borrower Name | Loan Agreement |
Sponsor | Guaranty |
Guarantor | Guaranty |
A-3
Attribute | Source Document(s) |
Property Manager | Management Agreement |
Type of Lockbox | Loan Agreement |
Cash Management (Springing/In-Place) | Loan Agreement |
Cash Management Trigger Event | Loan Agreement |
Tax and Insurance Reserve (Initial) | Closing Statement, Loan Agreement |
Tax and Insurance Reserve (Monthly) | Closing Statement, Loan Agreement |
Replacement Reserve (Initial) | Closing Statement, Loan Agreement |
Replacement Reserve (Monthly) | Closing Statement, Loan Agreement |
Replacement Reserve Cap | Loan Agreement |
TI/LC Reserve (Initial) | Closing Statement, Loan Agreement |
TI/LC Reserve (Monthly) | Closing Statement, Loan Agreement |
TI/LC Reserve Cap | Loan Agreement |
Pari Passu Debt (Y/N) | Loan Agreement, Promissory Note |
Cut-off Balance Pari Passu (Non-Trust) | Loan Agreement, Promissory Note |
Total Pari Passu Original Principal Balance | Loan Agreement, Promissory Note |
Total Pari Passu Cut-Off Date Principal Balance | Loan Agreement, Promissory Note |
Remaining Pari Passu Balance | Loan Agreement, Promissory Note |
Future Funding Conditions | Loan Agreement |
Total Pari Passu Principal Balance | Loan Agreement, Promissory Note |
Existing Subordinate Secured Debt (Y/N) | Loan Agreement |
Existing Mezzanine Debt (Y/N) | Mezzanine Loan Agreement |
Mezzanine Debt Original Principal Balance | Mezzanine Loan Agreement, Mezzanine Promissory Note |
Mezzanine Debt Cut-Off Date Principal Balance | Mezzanine Loan Agreement, Mezzanine Promissory Note |
Mezzanine Debt Maturity Principal Balance | Mezzanine Loan Agreement, Mezzanine Promissory Note |
Additional Debt - Floor | Mezzanine Loan Agreement |
Additional Debt - Margin | Mezzanine Loan Agreement |
Additional Debt - Strike Price | Mezzanine Loan Agreement |
A-4
Attribute | Source Document(s) |
Additional Debt - Interest Accrual Basis | Mezzanine Loan Agreement |
Additional Debt - Amortization Term (Original) | Mezzanine Loan Agreement |
Additional Debt -Loan Term (Original) | Mezzanine Loan Agreement |
Additional Debt - IO Period | Mezzanine Loan Agreement |
Additional Debt Fully Extended Term (Original) | Mezzanine Loan Agreement |
Additional Debt - Loan Amortization Type | Mezzanine Loan Agreement |
Additional Debt Extension Options | Mezzanine Loan Agreement |
Additional Debt Extension Option Conditions | Mezzanine Loan Agreement |
Additional Debt - ARD Loan (Y/N) | Mezzanine Loan Agreement |
Additional Debt - ARD Mortgage Rate After ARD | Mezzanine Loan Agreement |
Additional Debt - Maturity Date or Anticipated Repayment Date | Mezzanine Loan Agreement |
Loan Purpose | Closing Statement |
Partial Release | Loan Agreement |
Partial Release Description | Loan Agreement |
Trustee & Paying Agent Fee | Provided by the Company |
CREFC Fee | Provided by the Company |
Operating Advisor Fee | Provided by the Company |
Primary Servicer Fee | Provided by the Company |
Master Servicer Fee | Provided by the Company |
A-5
ATTACHMENT B
RECOMPUTED ATTRIBUTES
Attribute |
Calculation Methodology |
Trust Monthly Debt Service Amount | Loan Level Cut-Off Date Balance multiplied Current Rate multiplied by 365/360 divided by 12. |
Current Rate | Sum of Mortgage Loan Margin and Assumed LIBOR. |
Cut-Off Date Balance Per Unit/SF | Loan Level Cut-Off Date Balance divided by Number of Units. |
Remaining Prepayment Restriction Code | Original Prepayment Restriction Code minus Seasoning from the number of months of spread maintenance. |
Amortization Term (Remaining) | Amortization Term (Original) minus Seasoning. |
Loan Term (Remaining) | Loan Term (Original) minus Seasoning. |
Fully Extended Term (Remaining) | Fully Extended Term (Original) minus Seasoning. |
Seasoning | Number of payments between and including the First Payment Date and the Cut-off Date. |
Cut-Off Date LTV Ratio | Loan Level Cut-Off Date Balance divided by Market Value "As Is". |
Maturity Date LTV | Maturity Date Payment divided by Market Value "As Is". |
As-Is UW NOI DSCR | As-Is UW NOI divided by Pari Passu Current Annual Debt Service. |
As-Is UW NCF DSCR | As-Is UW NCF divided by Pari Passu Current Annual Debt Service. |
As-Is Cut-Off Date UW NOI Debt Yield | As-Is UW NOI divided by Loan Level Cut-Off Date Balance. |
As-Is Cut-Off Date UW NCF Debt Yield | As-Is UW NCF divided by Loan Level Cut-Off Date Balance. |
2020 NOI | 2020 Revenues minus 2020 Total Expenses. |
Most Recent NOI | Most Recent Revenues minus Most Recent Total Expenses. |
As-Is UW NOI | As-Is UW Revenues minus As-Is UW Expenses. |
As-Is UW NCF | As-Is UW NOI minus As-Is UW Replacement Reserve. |
Trust Component % of Pari Passu | Original Principal Balance divided by Total Pari Passu Original Principal Balance. |
B-1
Attribute |
Calculation Methodology |
Pari Passu Current Annual Debt Service | Trust Monthly Debt Service Amount rounded to two decimals and multiplied by 12. |
Additional Debt - Current Rate | Sum of Additional Debt - Margin and Assumed LIBOR. |
Additional Debt - Loan Term (Remaining) | Additional Debt -Loan Term (Original) minus Seasoning. |
Additional Debt Fully Extended Term (Remaining) | Additional Debt Fully Extended Term (Original) minus Seasoning. |
Additional Debt - Seasoning | Number of payments between and including the first payment date of the mezzanine loan and the Cut-off Date. |
Additional Debt Current Annual Debt Service | Mezzanine Debt Cut-Off Date Principal Balance multiplied by Additional Debt - Current Rate multiplied by 365/360. |
Total Debt Cut-off Date Balance | Sum of Loan Level Cut-Off Date Balance and Mezzanine Debt Cut-Off Date Principal Balance. |
Total Debt Cut-off Date Balance PSF | Total Debt Cut-off Date Balance divided by Number of Units. |
Total Debt Maturity Balance | Sum of Maturity Date Payment and Mezzanine Debt Maturity Principal Balance. |
Total Debt Current Annual Debt Service | Sum of Pari Passu Current Annual Debt Service and Additional Debt Current Annual Debt Service. |
Total Debt Cut-Off Date LTV Ratio | Total Debt Cut-off Date Balance divided by Market Value "As Is". |
Total Debt As-Is UW NCF DSCR | As-Is UW NCF divided by Total Debt Current Annual Debt Service. |
Total Debt Cut-Off Date UW NOI Debt Yield | As-Is UW NOI divided by Total Debt Cut-off Date Balance. |
Total Servicer Fee | Sum of Operating Advisor Fee, Primary Servicer Fee and Master Servicer Fee. |
Total Admin. Fee | Total Servicer Fee plus Trustee & Paying Agent Fee plus CREFC Fee. |
Net Mortgage Loan Margin | Mortgage Loan Margin minus Total Admin. Fee. |
B-2
ATTACHMENT C
INSTRUCTIONS
1. | For those Compared Attributes or with the Source Document indicated as “Provided by the Company” we were instructed by the Company to assume the attribute is accurate and not perform any procedure. |
C-1
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