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
May 13, 2014
Date of Report (Date of Earliest Event Reported)
COMM 2014-CCRE17 Mortgage Trust
(Exact name of issuing entity)
Cantor Commercial Real Estate Lending, L.P.
(Exact name of sponsor as specified in its charter)
German American Capital Corporation
(Exact name of sponsor as specified in its charter)
Jefferies LoanCore LLC
(Exact name of sponsor as specified in its charter)
General Electric Capital Corporation
(Exact name of sponsor as specified in its charter)
Deutsche Mortgage & Asset Receiving Corporation
(Exact name of registrant as specified in its charter)
| Delaware | | 333-193376-05 | | 04-3310019 |
| (State or other jurisdiction | | (Commission | | (I.R.S. Employer |
| of incorporation) | | File Number) | | Identification No.) |
60 Wall Street
New York, New York
(Address of principal executive offices)
(212) 250-2500
Registrant’s telephone number, including area code
Former name or former address, if changed since last report: Not Applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the 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))
On May 13, 2014, Deutsche Mortgage & Asset Receiving Corporation (the “Depositor”) caused the issuance, pursuant to a Pooling and Servicing Agreement, dated as of May 1, 2014 (the “Pooling and Servicing Agreement”), among the Depositor, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and special servicer, Park Bridge Lender Services LLC, as operating advisor, U.S. Bank National Association, as trustee, and Deutsche Bank Trust Company Americas, as certificate administrator, paying agent and custodian, of COMM 2014-CCRE17 Mortgage Trust Commercial Mortgage Pass-Through Certificates (the “Certificates”).
The Certificates will consist of the following classes, designated as (i) the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class X-A Class A-M, Class B, Class PEZ and Class C Certificates (collectively, the “Public Certificates”) and (ii) the Class X-B, Class X-C, Class X-D, Class D, Class E, Class F, Class G, Class H, Class R and Class LR Certificates (collectively, the “Private Certificates”).
All of the Public Certificates, having an aggregate initial principal amount of $1,034,446,000, were sold to Deutsche Bank Securities, Inc. (“DBSI”), Cantor Fitzgerald & Co. (“CF&Co.”), Jefferies LLC (“Jefferies”), CastleOak Securities, L.P. (“CastleOak”) and KeyBanc Capital Markets Inc. (together with DBSI, CF&Co., Jefferies and CastleOak, the “Underwriters”), pursuant to an Underwriting Agreement, dated as of April 29, 2014 (the “Underwriting Agreement”), among the Depositor, the Underwriters and German American Capital Corporation (“GACC”). DBSI, CF&Co. and Jefferies are acting as joint bookrunning managers and co-lead managers. The Public Certificates were offered by the Underwriters for sale to the public, pursuant to the Depositor’s Base Prospectus, dated February 26, 2014, as supplemented by the Prospectus Supplement, dated May 1, 2014, in negotiated transactions or otherwise at varying prices determined at the time of sale. The price per class of Public Certificates is set forth on Schedule I to the Underwriting Agreement.
All of the Private Certificates, having an aggregate initial principal amount of $158,000,107, were sold to DBSI, CF&Co., Jefferies and Wells Fargo Securities, LLC (together with DBSI, CF&Co. and Jefferies, the “Initial Purchasers”), pursuant to a Certificate Purchase Agreement, dated as of April 29, 2014, among the Depositor, the Initial Purchasers and GACC. The Private Certificates were sold in a private placement transaction exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(2) of the Act.
The Certificates represent, in the aggregate, the entire beneficial ownership in COMM 2014-CCRE17 Mortgage Trust (the “Issuing Entity”), a common law trust fund formed 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 59 fixed-rate mortgage loans (the “Mortgage Loans”) secured by first liens on 86 commercial, multifamily and manufactured housing community properties. The Mortgage Loans were acquired by the Depositor from (i) GACC, pursuant to a Mortgage Loan Purchase Agreement, dated and effective May 13, 2014 (the “GACC Mortgage Loan Purchase Agreement”), between the Depositor and GACC, (ii) Cantor Commercial Real Estate Lending, L.P. (“CCRE”), pursuant to a Mortgage Loan Purchase Agreement, dated and effective May 13, 2014 (the “CCRE Mortgage Loan Purchase Agreement”), among the Depositor and CCRE, (ii) Jefferies LoanCore LLC (“JLC”), pursuant to a Mortgage Loan Purchase Agreement, dated and effective May 13, 2014 (the “JLC Mortgage Loan Purchase Agreement”), among the Depositor and JLC, and (iv) General Electric Capital Corporation (“GECC”), pursuant to a Mortgage Loan Purchase Agreement, dated and effective May 13, 2014 (the “GECC Mortgage Loan Purchase Agreement” and, together with the GACC Mortgage Loan Purchase
Agreement, the CCRE Mortgage Loan Purchase Agreement and the JLC Mortgage Loan Purchase Agreement, the “Mortgage Loan Purchase Agreements”), among the Depositor and GECC.
The net proceeds of the sale of the Certificates were applied to the purchase of the Mortgage Loans by the Depositor from GACC, CCRE, JLC and GECC. The net proceeds to the Depositor of the offering of the Certificates, after deducting expenses payable by the Depositor in connection with the issuance and distribution of the Certificates of approximately $5,577,920, were approximately $1,232,075,499. Of the expenses paid by the Depositor, $11,450 were paid directly to affiliates of the Depositor, approximately $160,000 in the form of fees were paid to the Underwriters and the Initial Purchasers, $0 were paid to or for the Underwriters and the Initial Purchasers, and approximately $5,406,470 were other expenses. All of the foregoing expense amounts are the Depositor's reasonable estimates of such expenses. No underwriting discounts and commissions or finder's fees were paid by the Depositor.
KeyBank National Association will act as primary servicer with respect to the 25 Broadway Mortgage Loan pursuant to that certain Primary Servicing Agreement, dated as of May 1, 2014 (the “KeyBank Primary Servicing Agreement”), between KeyBank National Association and Midland Loan Services, a Division of PNC Bank, National Association.
Further information regarding such sales relating to the price per class of Public Certificates on Schedule I to the Underwriting Agreement.
Further information regarding such sales has been previously provided in the Prospectus Supplement, dated May 1, 2014, to the Prospectus, dated February 26, 2014. The related registration statement (file no. 333-193376) was originally declared effective on February 12, 2014.
The Underwriting Agreement, the Pooling and Servicing Agreement, the KeyBank Primary Servicing Agreement and the Mortgage Loan Purchase Agreements are attached as exhibits to this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 1 | Underwriting Agreement, dated as of April 29, 2014, among Deutsche Mortgage & Asset Receiving Corporation, Deutsche Bank Securities, Inc., Cantor Fitzgerald & Co., Jefferies LLC, CastleOak Securities, L.P., KeyBanc Capital Markets Inc. and German American Capital Corporation. |
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Exhibit 4 | Pooling and Servicing Agreement, dated as of May 1, 2014, among Deutsche Mortgage & Asset Receiving Corporation, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and special servicer, Park Bridge Lender Services LLC, as operating advisor, U.S. Bank National Association, as trustee, and Deutsche Bank Trust Company Americas, as certificate administrator, paying agent and custodian. |
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Exhibit 5 | Legality Opinion of Cadwalader, Wickersham & Taft LLP, dated May 13, 2014. |
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Exhibit 8 | Tax Opinion of Cadwalader, Wickersham & Taft LLP, dated May 13, 2014 (included as part of Exhibit 5). |
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Exhibit 23 | Consent Opinion of Cadwalader, Wickersham & Taft LLP, dated May 13, 2014 (included as part of Exhibit 5). |
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Exhibit 99.1 | Mortgage Loan Purchase Agreement, dated and effective May 13, 2014, between Deutsche Mortgage & Asset Receiving Corporation and German American Capital Corporation. |
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Exhibit 99.2 | Mortgage Loan Purchase Agreement, dated and effective May 13, 2014, between Deutsche Mortgage & Asset Receiving Corporation and Cantor Commercial Real Estate Lending, L.P. |
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Exhibit 99.3 | Mortgage Loan Purchase Agreement, dated and effective May 13, 2014, between Deutsche Mortgage & Asset Receiving Corporation and Jefferies LoanCore LLC. |
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Exhibit 99.4 | Mortgage Loan Purchase Agreement, dated and effective May 13, 2014, between Deutsche Mortgage & Asset Receiving Corporation and General Electric Capital Corporation. |
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Exhibit 99.5 | Primary Servicing Agreement, dated as of May 1, 2014, between KeyBank National Association and Midland Loan Services, a Division of PNC Bank, National Association. |
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.
| | DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION |
| | (Registrant) |
Date: May 13, 2014 | | |
| | By: | /s/ Helaine Kaplan |
| | | Name: Helaine Kaplan |
| | | Title: President |
| | | |
| | | |
| | By: | /s/ Natalie Grainger |
| | | Name: Natalie Grainger |
| | | Title: Vice President |
INDEX TO EXHIBITS
Item 601(a) of
Regulation S-K
Exhibit No. | | | | Paper (P) or
Electronic (E) |
| | | | | |
1 | | Underwriting Agreement, dated as of April 29, 2014, among Deutsche Mortgage & Asset Receiving Corporation, Deutsche Bank Securities, Inc., Cantor Fitzgerald & Co., Jefferies LLC, CastleOak Securities, L.P., KeyBanc Capital Markets Inc. and German American Capital Corporation. | | (E) |
| | | | | |
4 | | Pooling and Servicing Agreement, dated as of May 1, 2014, among Deutsche Mortgage & Asset Receiving Corporation, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and special servicer, Park Bridge Lender Services LLC, as operating advisor, U.S. Bank National Association, as trustee, and Deutsche Bank Trust Company Americas, as certificate administrator, paying agent and custodian. | | (E) |
| | | | | |
5 | | Legality Opinion of Cadwalader, Wickersham & Taft LLP, dated May 13, 2014. | | (E) |
| | | | | |
8 | | Tax Opinion of Cadwalader, Wickersham & Taft LLP, dated May 13, 2014 (included as part of Exhibit 5). | | (E) |
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23 | | Consent Opinion of Cadwalader, Wickersham & Taft LLP, dated May 13, 2014 (included as part of Exhibit 5). | | (E) |
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99.1 | | Mortgage Loan Purchase Agreement, dated and effective May 13, 2014, between Deutsche Mortgage & Asset Receiving Corporation and German American Capital Corporation. | | (E) |
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99.2 | | Mortgage Loan Purchase Agreement, dated and effective May 13, 2014, between Deutsche Mortgage & Asset Receiving Corporation and Cantor Commercial Real Estate Lending, L.P. | | (E) |
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99.3 | | Mortgage Loan Purchase Agreement, dated and effective May 13, 2014, between Deutsche Mortgage & Asset Receiving Corporation and Jefferies LoanCore LLC. | | (E) |
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99.4 | | Mortgage Loan Purchase Agreement, dated and effective May 13, 2014, between Deutsche Mortgage & Asset Receiving Corporation and General Electric Capital Corporation. | | (E) |
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99.5 | | Primary Servicing Agreement, dated as of May 1, 2014, between KeyBank National Association and Midland Loan Services, a Division of PNC Bank, National Association. | | (E) |
