UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 25, 2023
Central Index Key Number of the issuing entity: 0001966002
Benchmark 2023-B38 Mortgage Trust
(Exact name of Issuing Entity)
Central Index Key Number of the depositor: 0001013454
Deutsche Mortgage & Asset Receiving Corporation
(Exact Name of Registrant as Specified in its Charter)
Central Index Key Number of the sponsor: 0001541294
German American Capital Corporation
Central Index Key Number of the sponsor: 0001541502
Goldman Sachs Mortgage Company
Central Index Key Number of the sponsor: 0000835271
JPMorgan Chase Bank, National Association
Central Index Key Number of the sponsor: 0001701238
Citi Real Estate Funding Inc.
(Exact Names of the Sponsors as Specified in their Charters)
Delaware | 333-260277-04 | 04-3310019 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1 Columbus Circle, New York, New York | 10019 |
(Address of Principal Executive Offices) | (ZIP Code) |
Registrant’s telephone number, including area code (212) 250-2500
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)) |
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Item 1.01. Entry into a Material Definitive Agreement.
On April 21, 2023, Deutsche Mortgage & Asset Receiving Corporation (the “Registrant”) caused the issuance of the Benchmark 2023-B38 Mortgage Trust (“Issuing Entity”) Commercial Mortgage Pass-Through Certificates, Series 2023-B38 (the “Certificates”), pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2023 (the “Pooling and Servicing Agreement”), between the Registrant, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, LNR Partners, LLC, as general special servicer, Argentic Services Company LP, as special servicer with respect to the Pacific Design Center Whole Loan, Computershare Trust Company, N.A., as trustee, certificate administrator, paying agent and custodian, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement.
One mortgage loan, secured by the portfolio of mortgaged properties identified as “Green Acres” on Exhibit B to the Pooling and Servicing Agreement (the “Green Acres Mortgage Loan”), is an asset of the Issuing Entity and part of a whole loan (the “Green Acres Whole Loan”) that includes the Green Acres Mortgage Loan and seventeen pari passu promissory notes (each, a “Green Acres Pari Passu Companion Loan”) that are not assets of the Issuing Entity. The Pooling and Servicing Agreement provides that the Green Acres Whole Loan will be serviced and administered (i) until the securitization of the controlling Green Acres Pari Passu Companion Loan, under the pooling and servicing agreement governing the BMO 2023-C4 securitization and (ii) from and after the securitization of the controlling Green Acres Pari Passu Companion Loan, under the pooling and servicing agreement entered into in connection with that securitization.
The controlling Green Acres Companion Loan was securitized on May 25, 2023 in connection with the issuance of a series of mortgage pass-through certificates entitled Benchmark 2023-V2 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2023-V2. Consequently, the Green Acres Mortgage Loan is being serviced and administered under the pooling and servicing agreement entered into in connection with such securitization, dated as of May 1, 2023 (the “BMARK 2023-V2 PSA”), between Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Non-Serviced Master Servicer”), 3650 REIT Loan Servicing LLC, as special servicer (in such capacity, the “Non-Serviced Special Servicer”), Computershare Trust Company, N.A., as certificate administrator (in such capacity, the “Non-Serviced Certificate Administrator”) and as trustee (in such capacity, the “Non-Serviced Trustee”), and BellOak, LLC, as operating advisor (in such capacity, the “Non-Serviced Operating Advisor”) and asset representations reviewer (in such capacity, the “Non-Serviced Asset Representations Reviewer”). The BMARK 2023-V2 PSA is attached hereto as Exhibit 99.1.
The servicing terms of the BMARK 2023-V2 PSA are substantially similar to the servicing terms of the Pooling and Servicing Agreement applicable to the Serviced Mortgage Loans; however, the servicing arrangements under such agreements differ in certain respects, including the items set forth under “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans—General” in the prospectus relating to the Certificates, dated April 6, 2023 (the “Prospectus”), and the following:
· | The Non-Serviced Master Servicer will earn a primary servicing fee with respect to the Green Acres Mortgage Loan that is to be calculated at 0.00125% per annum (which rate includes any applicable sub-servicing fee rate). |
· | Upon the Green Acres Mortgage Loan becoming a specially serviced loan under the BMARK 2023-V2 PSA, the Non-Serviced Special Servicer will earn a special servicing fee payable monthly with respect to such mortgage loan accruing at a rate equal to 0.25% per annum (subject to a minimum monthly fee of $3,500), until such time as such mortgage loan is no longer specially serviced. |
· | The Non-Serviced Special Servicer will be entitled to a workout fee equal to 1.0% of each payment of principal and interest (other than default interest and excess interest) and principal (other than any amount for which a liquidation fee would be paid) in respect of the Green Acres Whole Loan made by the related borrower after a workout of the Green Acres Whole Loan. The workout fee is subject to a minimum fee of $25,000 and a $1,000,000 fee cap. |
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· | The Non-Serviced Special Servicer will be entitled to a liquidation fee equal to the lesser of 1.00% of net liquidation proceeds received in connection with a liquidation of the Green Acres Whole Loan and such lower rate as would result in a liquidation fee of $1,000,000. The liquidation fee is subject to a minimum fee of $25,000. |
· | The Non-Serviced Operating Advisor under the BMARK 2023-V2 PSA will be entitled to consult with the related Non-Serviced Special Servicer under different circumstances than those under which the operating advisor is entitled to consult with the special servicer under the Pooling and Servicing Agreement. In particular, such operating advisor will be entitled to consult on major decisions when the principal balance of the “eligible horizontal residual interest” (as defined under Regulation RR) issued by the BMARK 2023-V2 securitization trust is 25% or less than the original balance thereof (taking into account appraisal reduction amounts and collateral deficiency amounts). In addition, the operating advisor under the BMARK 2023-V2 PSA will at any time be entitled to recommend the termination of the Non-Serviced Special Servicer under the BMARK 2023-V2 PSA if it determines, in its sole discretion exercised in good faith, that (i) such special servicer has failed to comply with the related servicing standard and (ii) the replacement of the Non-Serviced Special Servicer under the BMARK 2023-V2 PSA would be in the best interest of the BMARK 2023-V2 certificateholders as a collective whole. Such recommendation would then be subject to confirmation by the BMARK 2023-V2 certificateholders pursuant to a certificateholder vote. |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
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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 | |||
By: | /s/ Matt Smith | ||
Name: | Matt Smith | ||
Title: | Director | ||
By: | /s/ Helaine Kaplan | ||
Name: | Helaine Kaplan | ||
Title: | Managing Director | ||
Dated: May 31, 2023
BMARK 2023-B38 – 8-K (Green Acres Servicing Shift)