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): January 19, 2024
Central Index Key Number of the issuing entity: 0002004982
Benchmark 2024-V5 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: 0001701238
Citi Real Estate Funding Inc.
Central Index Key Number of the sponsor: 0001549574
Barclays Capital Real Estate Inc.
Central Index Key Number of the sponsor: 0001541502
Goldman Sachs Mortgage Company
Central Index Key Number of the sponsor: 0000927971
Bank of Montreal
(Exact Names of the Sponsors as Specified in their Charters)
Delaware | 333-260277-05 | 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 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 8.01. Other Events.
On January 19, 2024, Deutsche Mortgage & Asset Receiving Corporation (the “Registrant”) entered into an underwriting agreement, dated as of January 19, 2024 and attached as Exhibit 1.1 hereto (the “Underwriting Agreement”), with Deutsche Bank Securities Inc. (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Barclays Capital Inc. (“BCI”), Goldman Sachs & Co. LLC (“GS&Co.”), BMO Capital Markets Corp. (“BMO Capital”), Academy Securities, Inc. (“Academy”) and Drexel Hamilton, LLC (“Drexel” and, together with DBSI, CGMI, BCI, GS&Co., BMO Capital and Academy, the “Underwriters”) and German American Capital Corporation (“GACC”), with respect to the sale of the Publicly Offered Certificates (as defined below), that is scheduled to occur on or about January 31, 2024 (the “Closing Date”).
On January 19, 2024, the Registrant also entered into a certificate purchase agreement, dated as of January 19, 2024, with DBSI, CGMI, BCI, GS&Co., BMO Capital, Academy and Drexel (collectively in such capacity, the “Initial Purchasers”) and GACC, with respect to the sale of the Privately Offered Certificates (as defined below), that is also scheduled to occur on or about the Closing Date. The Privately Offered 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 or about the Closing Date, Deutsche Mortgage & Asset Receiving Corporation (the “Registrant”) is expected to cause the issuance of the Benchmark 2024-V5 Mortgage Trust (“Issuing Entity”) Commercial Mortgage Pass-Through Certificates, Series 2024-V5 (the “Certificates”), pursuant to the Pooling and Servicing Agreement, attached hereto as Exhibit 4.1 and dated as of January 1, 2024 (the “Pooling and Servicing Agreement”), between the Registrant, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Computershare Trust Company, N.A., as trustee, certificate administrator, paying agent and custodian, and BellOak, 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.
The Certificates will consist of (x) the following classes (each, a “Class”), designated as (i) the Class A-1, Class A-3, Class X-A, Class A-M, Class B and Class C Certificates, having an aggregate initial certificate balance of $785,919,000 (collectively, the “Publicly Offered Certificates”) and (ii) the Class X-B, Class X-D, Class X-F, Class D, Class E, Class F, Class G-RR, Class J-RR and Class R Certificates, having an aggregate initial certificate balance of $73,008,964 (collectively, the “Privately Offered Certificates”) and (y) the VRR Interest.
The Certificates represent, in the aggregate, the entire beneficial ownership in the Issuing Entity, a common law trust to be formed on or about the Closing Date, under the laws of the State of New York pursuant to the Pooling and Servicing Agreement. The Issuing Entity’s primary assets will be a pool of thirty-six (36) commercial mortgage loans (the “Mortgage Loans”), secured by first mortgages, deeds of trust, deeds to secure debt or similar security instruments on the fee simple and/or leasehold estates in 102 commercial, multifamily and/or manufactured housing properties. Certain of the Mortgage Loans were acquired by the Registrant from GACC pursuant to the Mortgage Loan Purchase Agreement, attached hereto as Exhibit 99.1 and dated January 19, 2024, between the Registrant and GACC; certain of the Mortgage Loans were acquired by the Registrant from Citi Real Estate Funding Inc. (“CREFI”) pursuant to the Mortgage Loan Purchase Agreement, attached hereto as Exhibit 99.2 and dated January 19, 2024, between the Registrant and CREFI; certain of the Mortgage Loans were acquired by the Registrant from Barclays Capital Real Estate Inc. (“BCREI”) pursuant to the Mortgage Loan Purchase Agreement, attached hereto as Exhibit 99.3 and dated January 19, 2024, between the Registrant, BCREI and Barclays Capital Holdings Inc.; certain of the Mortgage Loans were acquired by the Registrant from Goldman Sachs Mortgage Company (“GSMC”) pursuant to the Mortgage Loan Purchase Agreement, attached hereto as Exhibit 99.4 and dated January 19, 2024, between the Registrant and GSMC; and certain of the Mortgage Loans were acquired by the Registrant from Bank of Montreal (“BMO”) pursuant to the Mortgage Loan Purchase Agreement, attached hereto as Exhibit 99.5 and dated January 19, 2024, between Registrant and BMO.
The assets of the Issuing Entity will 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
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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/Whole Loan | Non-Serviced PSA (if any) | Intercreditor Agreement |
Tysons Corner Center | 99.6 | Exhibit 99.10 |
DoubleTree by Hilton Hotel Orlando at SeaWorld | N/A | Exhibit 99.11 |
Acquisition America Portfolio | N/A | Exhibit 99.12 |
333 South Spruce Street | N/A | Exhibit 99.13 |
Garden State Plaza | 99.7 | Exhibit 99.14 |
Galleria at Tyler | (1) | Exhibit 99.15 |
Warwick New York | 99.8 | Exhibit 99.16 |
Philadelphia Marriott Downtown | 99.9 | Exhibit 99.17 |
(1) | The subject Whole Loan will be initially serviced under the Pooling and Servicing Agreement, however, if the related controlling pari passu companion loan is included in a future securitization, the subject Whole Loan is expected to be serviced pursuant to the related Non-Serviced PSA for such securitization. Such Non-Serviced PSA will be identified and filed on a Form 8-K following such servicing shift securitization date. |
Midland Loan Services, a Division of PNC Bank, National Association, the master servicer under the Pooling and Servicing Agreement, has engaged the services of Berkadia Commercial Mortgage LLC as a sub-servicer with respect to the Highland Multifamily Portfolio Mortgage Loan, pursuant to that certain sub-servicing agreement, dated as of January 1, 2024 and attached hereto as Exhibit 99.18, between Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, and Berkadia Commercial Mortgage LLC, as sub-servicer, the terms of which agreement are described under “Transaction Parties—The Primary Servicer—Summary of the Berkadia Sub-Servicing Agreement” in the Prospectus.
The funds that will be used by the Registrant to pay the purchase price for the Mortgage Loans will be derived from the proceeds of (i) the sale of the Publicly Offered Certificates by the Registrant to the Underwriters, pursuant to the Underwriting Agreement, (ii) the sale of the Privately Offered Certificates by the Registrant to the Initial Purchasers, pursuant to the Certificate Purchase Agreement, and (iii) the sale of the VRR Interest by the Registrant to Deutsche Bank AG, New York Branch, as a “majority-owned affiliate” (as defined in the Risk Retention Rules) of GACC, and CREFI, pursuant to the applicable Mortgage Loan Purchase Agreement. Only the Publicly Offered Certificates will be offered to the public. The Privately Offered Certificates and the VRR Interest will be sold and transferred, as applicable, in transactions exempt from registration under the Securities Act of 1933, as amended.
The Publicly Offered Certificates and the Mortgage Loans are more particularly described in the Prospectus (the “Prospectus”), dated January 19, 2024 and filed with the Securities and Exchange Commission on January 23, 2024. In connection with such Prospectus, the Chief Executive Officer of the Registrant has provided the certification attached hereto as Exhibit 36.1 and dated as of the date of the Prospectus.
The related registration statement (file no. 333-260277) was originally declared effective on February 28, 2022.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
36.1 | Depositor’s Certification for Shelf Offerings of Asset-Backed Securities in respect of that certain Prospectus dated January 19, 2024. |
99.1 | Mortgage Loan Purchase Agreement, dated January 19, 2024, between Deutsche Mortgage & Asset Receiving Corporation and German American Capital Corporation. |
99.2 | Mortgage Loan Purchase Agreement, dated January 19, 2024, between Deutsche Mortgage & Asset Receiving Corporation and Citi Real Estate Funding Inc. |
99.3 | Mortgage Loan Purchase Agreement, dated January 19, 2024, between Deutsche Mortgage & Asset Receiving Corporation, Barclays Capital Real Estate Inc. and Barclays Capital Holdings Inc. |
99.4 | Mortgage Loan Purchase Agreement, dated January 19, 2024, between Deutsche Mortgage & Asset Receiving Corporation and Goldman Sachs Mortgage Company. |
99.5 | Mortgage Loan Purchase Agreement, dated January 19, 2024, between Deutsche Mortgage & Asset Receiving Corporation and Bank of Montreal. |
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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: January 23, 2024
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