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: February 28, 2020
(Date of earliest event reported)
Benchmark 2020-IG1 Mortgage Trust
(Central Index Key Number 0001801338)
(Exact name of issuing entity)
JPMorgan Chase Bank, National Association
(Central Index Key Number 0000835271)
German American Capital Corporation
(Central Index Key Number 0001541294)
Citi Real Estate Funding Inc.
(Central Index Key Number 0001701238)
(Exact name of sponsor as specified in its charter)
J.P. Morgan Chase Commercial Mortgage Securities Corp.
(Central Index Key Number 0001013611)
(Exact name of registrant as specified in its charter)
New York | 333-226123-07 | 13-3789046 |
(State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
383 Madison Avenue | |
New York, New York | 10179 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (212) 834-5467
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 of the following provisions:
[_]Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[_]Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[_]Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[_]Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company | [_] |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | [_] |
Item 8.01. | Other Events. |
On February 28, 2020, J.P. Morgan Chase Commercial Mortgage Securities Corp. (the “Depositor”) caused the issuance, pursuant to a pooling and servicing agreement, dated as of February 1, 2020 and as to which an executed version is attached hereto asExhibit 4.1 (the “Pooling and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor (the “Registrant”), Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and as special servicer, Wells Fargo Bank, National Association, as certificate administrator and as trustee, and Park Bridge Lender Services LLC, as asset representations reviewer, of the Benchmark 2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2020-IG1.
The assets of the Issuing Entity include several Mortgage Loans each of which is a 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 Intercreditor Agreement (as defined in the Pooling and Servicing Agreement) | Intercreditor Agreement | Non-Serviced Servicing Agreement (if any) |
1633 Broadway | 4.12 | 4.2 |
F5 Tower | 4.13 | 4.3 |
Bellagio Hotel and Casino | 4.14 | 4.4 |
Kings Plaza | 4.15 | 4.5 |
1501 Broadway | 4.16 | N/A(1) |
805 Third Avenue | 4.17 | 4.6 |
55 Hudson Yards | 4.18 | 4.7 |
Southcenter Mall | 4.19 | 4.8 |
181 West Madison | 4.20 | 4.9 |
Parkmerced | 4.21 | 4.10 |
560 Mission Street | 4.22 | 4.5 |
Starwood Industrial Portfolio | 4.23 | 4.8 |
650 Madison Avenue | 4.24 | 4.11 |
(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 Class A-1, Class A-2, Class A-3, Class X-A, Class X-B, Class A-S, Class B, Class C and Class D Certificates (collectively, the “Public Certificates”), having an aggregate initial principal amount of $627,000,000, were sold to J.P. Morgan Securities LLC (“JPMS”), Deutsche Bank Securities Inc.
(“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Drexel Hamilton, LLC (“Drexel”) and Academy Securities, Inc. (“Academy”and, together in such capacity with JPMS, DBSI, CGMI and Drexel, the “Underwriters”), pursuant to the underwriting agreement, dated as of February 6, 2020 and as to which an executed version is attached hereto asExhibit 1.1, between the Registrant and the Underwriters.
In connection with the issuance and sale to the Underwriters of the Public Certificates, a legal opinion was rendered related to the validity of, and certain federal income tax considerations relating to, the Public Certificates, which legal opinion is attached hereto asExhibits 5,8 and23.
On February 28, 2020, the Registrant sold the VRR Interest (the “VRR Interest”, and collectively with the Public Certificates, the “Certificates”), having an aggregate initial principal amount of $33,000,000, to JPMorgan Chase Bank, National Association (the “Retaining Purchaser”), Citi Real Estate Funding Inc. and Deutsche Bank AG, New York Branch (collectively, the “Retaining Parties”) pursuant to a VRR Interest Purchase Agreement, dated February 6, 2020, between the Depositor and the Retaining Parties (the “VRR Interest Purchase Agreement”). The VRR Interest was sold in a transaction exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) of the Act.
The Certificates represent, in the aggregate, the entire beneficial ownership in the Benchmark 2020-IG1 Mortgage Trust (the “Issuing Entity”), a common law trust fund formed on February 28, 2020 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 13 commercial and multifamily mortgage loans (the “Mortgage Loans”). The Mortgage Loans were acquired by the Registrant from (i) JPMorgan Chase Bank, National Association (“JPMCB”), pursuant to a Mortgage Loan Purchase Agreement, attached hereto asExhibit 99.1 and dated as of February 28, 2020, between the Registrant and JPMCB, (ii) German American Capital Corporation (“GACC”), pursuant to a Mortgage Loan Purchase Agreement, attached hereto asExhibit 99.2 and dated as of February 28, 2020, between the Registrant and GACC, and (iii) Citi Real Estate Funding Inc. (“CREFI”), pursuant to a Mortgage Loan Purchase Agreement, attached hereto asExhibit 99.3 and dated as of February 28, 2020, between the Registrant and CREFI.
The funds used by the Registrant to pay the purchase price for the Mortgage Loans were derived in part from the proceeds from the sale of Certificates by the Registrant to the Underwriters, pursuant to the Underwriting Agreement and the Retaining Purchaser, pursuant to the VRR Interest Purchase Agreement.
The Public Certificates and the Mortgage Loans are more particularly described in the Prospectus dated February 6, 2020 and as filed with the Securities and Exchange Commission on February 28, 2020. In connection with such Prospectus, the Chief Executive Officer of the Registrant has provided the certification attached hereto asExhibit 36.1 and dated as of February 6, 2020.
On February 28, 2020, the Registrant sold all of the Public Certificates, having an aggregate certificate principal amount of $627,000,000. The net proceeds of the offering to the Registrant of the issuance of the Certificates, after deducting expenses payable by the Registrant of $14,470,770, were approximately $18,529,230. Of the expenses paid by the Registrant, approximately $12,013,008 were paid directly to affiliates of the Registrant, $50,000 in the form of fees were paid to the Underwriters, $90,000 were paid to or for the Underwriters and $2,317,761 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 Registrant; the Public 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 related registration statement (file no. 333-226123) was originally declared effective on September 11, 2018.
On February 28, 2020, the Registrant also transferred the VRR Interest, having a principal amount of $33,000,000, to JPMorgan Chase Bank, National Association (in such capacity, the “Retaining Sponsor”) CREFI and Deutsche Bank AG, New York Branch, pursuant to the VRR Interest Purchase Agreement. The VRR Interest was transferred in a transaction exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) of the Act.
The Retaining Sponsor is satisfying its credit risk retention obligation under Regulation RR, 12 C.F.R. Part 244 (the “Credit Risk Retention Rules”) in connection with the securitization of the Mortgage Loans referred to above by the purchase of the VRR Interest by the Retaining Parties from the Depositor (which is deemed to be purchased from the Depositor by the Retaining Sponsor and from the Retaining Sponsor by the Retaining Parties).
The VRR Interest constitutes an “eligible vertical interest” (as defined in the Credit Risk Retention Rules) that represents the right to receive 5.0% of all amounts collected on the Mortgage Loans, net of all expenses of the Issuing Entity, and distributed on the Certificates (other than the Class R Certificates) and the VRR Interest.
Item 9.01. | Financial Statements, Pro Forma Financial Information and Exhibits. |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: February 28, 2020 | J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (Registrant) | |
By: | /s/ John Miller | |
Name: John Miller Title: Vice President |
BMARK 2020-IG1: FORM 8-K