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 31, 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 31, 2024, Deutsche Mortgage & Asset Receiving Corporation (the “Registrant”) caused 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, 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 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 (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 (collectively, the “Privately Offered Certificates”) and (y) the VRR Interest.
The Registrant sold all of the Publicly Offered Certificates, having an aggregate certificate balance of $785,919,000, to 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”), pursuant to an Underwriting Agreement, dated as of January 19, 2024 (the “Underwriting Agreement”), between the Registrant, German American Capital Corporation (“GACC”) and the Underwriters. The Publicly Offered Certificates were offered by the Underwriters for sale to the public, pursuant to the Registrant’s Preliminary Prospectus, dated January 16, 2024 (the “Preliminary Prospectus”), and by the Prospectus, dated January 19, 2024 (the “Prospectus”), in negotiated transactions or otherwise, at varying prices determined at the time of sale.
In connection with the issuance and sale to the Underwriters of the Publicly Offered Certificates, a legal opinion was rendered related to the validity of, and certain federal income tax considerations relating to, the Publicly Offered Certificates, which legal opinion is attached hereto as Exhibits 5.1, 8.1 and 23.1.
The Registrant sold all of the Privately Offered Certificates, having an aggregate certificate balance of $73,008,964, to DBSI, CGMI, BCI, GS&Co., BMO Capital, Academy and Drexel (collectively in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, dated as of January 19, 2024, between the Registrant, GACC and the Initial Purchasers. The Privately Offered Certificates were 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 net proceeds of the offering to the Registrant of the issuance of the Publicly Offered Certificates, after deducting expenses payable by the Registrant of $5,572,776, were approximately $881,590,040. Of the expenses paid by the Registrant, approximately $0 was paid directly to affiliates of the Registrant, $50,000 in the form of fees were paid to the Underwriters, $125,000 were paid to or for the Underwriters and $5,397,776 were other expenses. All of the foregoing expense amounts are the Registrant’s reasonable estimates of such expenses. No underwriting discounts and commissions or finder’s fees were paid by the Registrant; the Publicly Offered 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 Registrant also sold to the Initial Purchasers on such date the Privately Offered Certificates, having an aggregate certificate balance of $73,008,964, in each case, in private placement transactions exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) of the Act. Further information regarding such sales (including, as to the price per class of Publicly Offered Certificates) is available in the Underwriting Agreement attached as Exhibit 1.1 to the Registrant’s Form 8-K filed on January 23, 2024 and in the Prospectus referred to above. The related registration statement (file no. 333-260277) was originally declared effective on February 28, 2022.
Credit Risk Retention
GACC, in its capacity as “retaining sponsor”, is satisfying its credit risk retention obligation under Regulation RR (12 C.F.R. Part 43) promulgated under Section 15G of the Securities Exchange Act of 1934, as amended (“Regulation RR”) in connection with securitization of the Mortgage Loans referred to above by the
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acquisition from the Registrant, on the Closing Date in a transaction exempt from registration under the Act pursuant to Section 4(a)(2) of the Act, of:
(i) | a “single vertical security” (as defined in Regulation RR) that is an “eligible vertical interest” (as defined in Regulation RR) in the Issuing Entity, with an aggregate initial certificate balance of approximately $25,880,653 as of the Closing Date, comprised of the VRR Interest, and |
(ii) | an “eligible horizontal residual interest” (as defined in Regulation RR) in the Issuing Entity, with an aggregate initial certificate balance of $36,504,964, comprised of the Class G-RR and Class J-RR Certificates (together, the “HRR Certificates”). |
The VRR Interest represents at least 2.925% of the sum of the initial certificate balance of all of the Certificates as of the Closing Date. The VRR Interest will entitle the holder thereof to a specified percentage of the amounts paid on each other class of ABS interests in the Issuing Entity. The fair value of the HRR Certificates is equal to approximately $19,065,229, representing approximately 2.09% of the aggregate fair value of all ABS interests issued by the Issuing Entity (the “ABS Interests”). The aggregate fair value of all ABS Interests is approximately $913,894,224. The fair values referenced in the preceding two sentences are based on actual prices and final tranche sizes as of the Closing Date for all certificates (other than the Class R certificates) issued by the Issuing Entity.
The Retaining Sponsor estimates that, if it had relied solely on retaining an “eligible horizontal residual interest” in order to meet the credit risk retention requirements of Regulation RR with respect to this securitization transaction, it would have retained an eligible horizontal residual interest with an aggregate fair value dollar amount of approximately $45,694,711, representing 5.0% of the aggregate fair value, as of the Closing Date, of all ABS Interests.
There are no material differences between (a) the valuation methodology or any of the key inputs and assumptions that were used in calculating the fair value or range of fair values disclosed in the Preliminary Prospectus dated January 16, 2024 and filed with the Securities and Exchange Commission on January 16, 2024 under the heading “Credit Risk Retention” and (b) the valuation methodology or the key inputs and assumptions that were used in calculating the fair values set forth above.
Retained Interests in This Securitization
Citibank, N.A., an affiliate of Citi Real Estate Funding Inc. (“CREFI”), a sponsor of the securitization, will purchase the Class R certificates on the Closing Date. Information regarding other interest(s) in the securitization being retained by CREFI and/or its affiliates is further described in the Prospectus, which was filed with the Securities and Exchange Commission on January 23, 2024.
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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/ Helaine Kaplan | ||
Name: | Helaine Kaplan | ||
Title: | Managing Director | ||
By: | /s/ Matt Smith | ||
Name: | Matt Smith | ||
Title: | Director | ||
Dated: January 31, 2024 |
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