Current Report · Items 8.01, 9.01 · 8-K
BBCMS Mortgage Trust 2026-M1
Other Events
Item 8.01. Other Events. On September 17, 2026, Barclays Capital Inc. (“Barclays”), SG Americas Securities, LLC (“SGAS”), BMO Capital Markets Corp. (“BMO Capital Markets”), Goldman Sachs & Co. LLC (“GS&Co. ”), Citigroup Global Markets Inc. (“CGMI”), Academy Securities, Inc.…
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Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events.
On September 17, 2026, Barclays
Capital Inc. (“Barclays”), SG Americas Securities, LLC (“SGAS”), BMO Capital Markets Corp. (“BMO
Capital Markets”), Goldman Sachs & Co. LLC (“GS&Co. ”), Citigroup Global Markets Inc. (“CGMI”),
Academy Securities, Inc. (“Academy”) and Drexel Hamilton, LLC (“Drexel” and, together in such capacity
with Barclays, SGAS, BMO Capital Markets, GS&Co., CGMI and Academy, the “Underwriters”) entered into an agreement
with Barclays Commercial Mortgage Securities LLC (the “Registrant”) and Barclays Capital Real Estate Inc. (“BCREI”),
dated as of September 17, 2026 (the “Underwriting Agreement”), an executed version of which is attached hereto as Exhibit 1.1,
with respect to the sale of the Public Certificates (as defined below) scheduled to occur on September 30, 2026 (the “Closing
Date”). The Public Certificates will have an aggregate initial principal amount of $548,273,000.
The Registrant also entered
into an agreement to sell the Private Certificates, having an aggregate initial principal amount of $105,406,600, to Barclays, SGAS, BMO
Capital Markets, GS&Co., CGMI, Academy and Drexel (collectively in such capacity, the “Initial Purchasers”), pursuant
to a certificate purchase agreement, dated as of September 17, 2026 (the “Certificate Purchase Agreement”), among the
Registrant, BCREI and the Initial Purchasers. The Private Certificates will be sold in a transaction exempt from registration under the
Securities Act of 1933, as amended, pursuant to Section 4(a)(2) of the Act.
On the Closing Date, Barclays
Commercial Mortgage Securities LLC (the “Depositor”) will cause the issuance of the BBCMS Mortgage Trust 2026-M1, Commercial
Mortgage Pass-Through Certificates, Series 2026-M1 (the “Certificates”), pursuant to a pooling and servicing agreement,
dated and effective as of September 1, 2026, an executed version of which is attached hereto as Exhibit 4.1 (the “Pooling
and Servicing Agreement”), among the Registrant, Midland Loan Services, a Division of PNC Bank, National Association, as master
servicer, CWCapital Asset Management LLC, as special servicer, Computershare Trust Company, National Association, as certificate administrator
and as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer.
The Certificates will consist
of the following classes, designated as (i) Class A-2, Class A-3, Class X-A, Class A-S and Class B Certificates (collectively, the “Public
Certificates”) and (ii) Class C, Class D, Class E, Class F, Class G-RR, Class J-RR, Class K-RR, Class L-RR and Class R Certificates
(the “Private Certificates”).
Several Mortgage Loans that
are among the assets of the Issuing Entity are part of a Whole Loan. Each Whole Loan is governed by a co-lender, intercreditor or similar
agreement (each, an “Intercreditor Agreement”) between the holders of the promissory notes comprising such Whole Loan,
the terms of which are described under “Description of the Mortgage Pool - The Whole Loans” in the Prospectus described
below. Each Intercreditor Agreement is attached as an exhibit hereto as described in the following table. Moreover, certain of such Whole
Loans will not be serviced pursuant to the Pooling and Servicing Agreement but will instead be serviced pursuant to a different servicing
agreement (each, a “Non-Serviced PSA”). Each such Non-Serviced PSA is attached as an exhibit hereto as described in
the following table. For a description of the servicing of the affected Whole Loans under such Non-Serviced PSAs, see “Pooling
and Servicing Agreement - Servicing of the Non-Serviced Mortgage Loans” in the Prospectus described below.
Name of Mortgage Loan Intercreditor Agreement Non-Serviced PSA (if any)
─────────────────────────────────────────────────────────────────────────────────────
Franklin 8 Pack 4.4 N/A
Wescott Apartments 4.5 N/A(1)
Edison Grand 4.6 4.2
1351 Jerome Avenue 4.7 N/A
The Landing 4.8 4.3
Summit Orange Crossing 4.9 N/A(1)
(1) The subject Whole Loan will be serviced under the Pooling and Servicing Agreement until the securitization
of the applicable controlling pari passu companion loan, after which the subject Whole Loan will be serviced pursuant to the pooling
and servicing agreement for such securitization. That pooling and servicing agreement will be identified and filed on a Form 8-K following
such securitization.
The Certificates represent,
in the aggregate, the entire beneficial ownership in BBCMS Mortgage Trust 2026-M1 (the “Issuing Entity”), a common
law trust fund to be formed on September 30, 2026 under the laws of the State of New York pursuant to the Pooling and Servicing Agreement.
The assets of the Issuing Entity consist primarily of thirty-seven multifamily and/or manufactured housing community mortgage loans (the
“Mortgage Loans”). The Mortgage Loans will be acquired by the Registrant from (i) Barclays Capital Real Estate Inc.
(“BCREI”) pursuant to a Mortgage Loan Purchase Agreement, attached hereto as