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: March 29, 2017
(Date of earliest event reported)
JPMCC Commercial Mortgage Securities Trust 2017-JP5
(Central Index Key Number 0001695154)
(Exact name of issuing entity)
JPMorgan Chase Bank, National Association
(Central Index Key Number 0000835271)
Starwood Mortgage Funding VI LLC
(Central Index Key Number – 0001682518)
(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 | 333-206361-08 | 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))
Item 8.01. | Other Events. |
On March 29, 2017, J.P. Morgan Chase Commercial Mortgage Securities Corp. (the “Depositor”) caused the issuance of the JPMCC Commercial Mortgage Securities Trust 2017-JP5, Commercial Mortgage Pass-Through Certificates, Series 2017-JP5, pursuant to a Pooling and Servicing Agreement, dated as of March 1, 2017 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, LNR Partners, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator and as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer. The Mortgage Loan identified as “Dallas Design District” will be serviced and administered in accordance with the Pooling and Servicing Agreement and the Dallas Design District Intercreditor Agreement (as defined in the Pooling and Servicing Agreement) and as to which an executed version is attached hereto asExhibit 4.5. The Mortgage Loan identified as “Landmark Square” will be serviced and administered in accordance with the Pooling and Servicing Agreement and the Landmark Square Intercreditor Agreement (as defined in the Pooling and Servicing Agreement) and as to which an executed version is attached hereto asExhibit 4.6. The Mortgage Loan identified as “Courtyard Marriott – King Kamehameha” will be serviced and administered in accordance with the Pooling and Servicing Agreement and the Courtyard Marriott – King Kamehameha Intercreditor Agreement (as defined in the Pooling and Servicing Agreement) and as to which an executed version is attached hereto asExhibit 4.7.
The Mortgage Loan identified in the Pooling and Servicing Agreement as “Hilton Hawaiian Village” will be serviced and administered pursuant to a trust and servicing agreement, dated as of November 28, 2016 (the “Hilton USA Trust 2016-HHV TSA”), among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Wells Fargo Bank, National Association, as servicer, AEGON USA Realty Advisors, LLC, as special servicer, Wilmington Trust, National Association, as trustee, and Wells Fargo Bank, National Association, as certificate administrator. An executed version of the Hilton USA Trust 2016-HHV TSA is attached hereto asExhibit 4.2. In addition, the Hilton Hawaiian Village Mortgage Loan will be serviced and administered under the Hilton Hawaiian Village Intercreditor Agreement (as defined in the Pooling and Servicing Agreement) and as to which an executed version is attached hereto asExhibit 4.8.
The Mortgage Loan identified in the Pooling and Servicing Agreement as “Moffett Gateway” will be serviced and administered pursuant to a pooling and servicing agreement, dated as of December 1, 2016 (the “JPMCC 2016-JP4 PSA”), among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association, as certificate administrator, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer. An executed version of the JPMCC 2016-JP4 PSA is attached hereto asExhibit 4.3. In addition, the Moffett Gateway Mortgage Loan will be serviced and administered under the Moffett Gateway Intercreditor Agreement (as defined in the Pooling and Servicing Agreement) and as to which an executed version is attached hereto asExhibit 4.9.
The Mortgage Loan identified in the Pooling and Servicing Agreement as “Fresno Fashion Fair Mall” will be serviced and administered pursuant to a pooling and servicing agreement, dated as of November 1, 2016 (the “JPMDB 2016-C4 PSA”), among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Wells Fargo Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and
Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer. An executed version of the JPMDB 2016-C4 PSA is attached hereto asExhibit 4.4. In addition, the Fresno Fashion Fair Mall Mortgage Loan will be serviced and administered under the Fresno Fashion Fair Mall Intercreditor Agreement (as defined in the Pooling and Servicing Agreement) and as to which an executed version is attached hereto asExhibit 4.10.
The Mortgage Loan identified in the Pooling and Servicing Agreement as “Riverway” will be serviced and administered pursuant to the JPMCC 2016-JP4 PSA. An executed version of the JPMCC 2016-JP4 Pooling and Servicing Agreement is attached hereto asExhibit 4.3. In addition, the Riverway Mortgage Loan will be serviced and administered under the Riverway Intercreditor Agreement (as defined in the Pooling and Servicing Agreement) and as to which an executed version is attached hereto asExhibit 4.11.
The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-C, Class A-S, Class B and Class C Certificates (the “Public Certificates”), having an aggregate initial principal amount of $944,063,000, were sold to J.P. Morgan Securities LLC (“JPMS”), Drexel Hamilton, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, collectively with JPMS and Drexel, the “Underwriters”), pursuant to an Underwriting Agreement, attached hereto asExhibit 1.1 and dated March 7, 2017, among the Registrant and JPMS, for itself and on behalf of Drexel and Academy. 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 as an exhibit to this report.
On March 29, 2017, the Registrant sold all of the Public Certificates, having an aggregate certificate principal amount of $944,063,000. The net proceeds of the offering to the Registrant of the issuance of the certificates, after deducting expenses payable by the Registrant of $6,071,173.38, were approximately $958,527,928.93. Of the expenses paid by the Registrant, approximately $1,242,373.14 were paid directly to affiliates of the Registrant, $43,187.49 in the form of fees were paid to the Underwriters, $77,737.48 were paid to or for the Underwriters and $4,707,875.27 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. 333-206361) was originally declared effective on November 20, 2015.
On March 29, 2017, the Registrant sold the Class D and Class R Certificates (collectively, the “Private Certificates”), having an aggregate initial principal amount of $36,888,000 to JPMS, as initial purchaser, pursuant to a Certificate Purchase Agreement, dated March 7, 2017, by and between the Depositor and JPMS (the “Certificate Purchase Agreement”). The Private 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.
On March 29, 2017, the Registrant sold the Class D-RR, Class E-RR, Class F-RR and Class NR-RR Certificates (the “Risk Retention Certificates”, and collectively with the Public Certificates and the Private Certificates, the “Certificates”), having an aggregate initial principal amount of $112,031,046, to LNR Securities Holdings, LLC (the “Retaining Party”), a majority owned affiliate (as such term is defined in Regulation RR (as defined in the Pooling and Servicing Agreement) of Starwood, as retaining sponsor (the “Retaining Sponsor”), as purchaser, pursuant to a Certificate Purchase Agreement, dated March 7, 2017, between the Depositor and the Retaining Party (the “Risk Retention Certificate Purchase
Agreement”). The Risk Retention 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 Certificates represent, in the aggregate, the entire beneficial ownership in JPMCC Commercial Mortgage Securities Trust 2017-JP5 (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 43 fixed-rate mortgage loans (the “Mortgage Loans”) secured by first liens on 59 commercial, multifamily and manufactured housing properties. The Mortgage Loans were acquired by the Registrant (i) from JPMorgan Chase Bank, National Association (“JPMCB”) pursuant to a Mortgage Loan Purchase Agreement, dated as of March 29, 2017 and as to which an executed version is attached hereto asExhibit 99.1, between the Registrant and JPMCB and (ii) from Starwood Mortgage Funding VI LLC (“SMF VI”) pursuant to a Mortgage Loan Purchase Agreement, dated as of March 29, 2017 and as to which an executed version is attached hereto asExhibit 99.2, between the Registrant, SMF VI and Starwood Mortgage Capital LLC.
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, the Initial Purchaser, pursuant to the Certificate Purchase Agreement, and the Retaining Party, pursuant to the Risk Retention Certificate Purchase Agreement.
The Public Certificates and the Mortgage Loans are more particularly described in the Prospectus dated March 8, 2017 and as filed with the Securities and Exchange Commission on March 29, 2017. In connection with such Prospectus, the Chief Executive Officer of the Registrant has provided the certification attached hereto asExhibit 36.1.
Credit Risk Retention
The Risk Retention Certificates were sold to the Retaining Party for $57,444,733 (representing 5.11% of the fair value of all Classes of Regular Certificates (as defined in the Pooling and Servicing Agreement), based on actual sale prices and finalized tranche sizes) pursuant to the Risk Retention Certificate Purchase Agreement. The Retaining Sponsor is required to retain an eligible horizontal residual interest with a fair value as of the Closing Date of at least $56,228,303.87 (representing 5.00% of the aggregate fair value of all the Classes of Regular Certificates), excluding accrued interest. 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 February 28, 2017 and as filed with the Securities and Exchange Commission on March 1, 2017 under the heading “Credit Risk Retention” prior to the pricing of the certificates and (b) the valuation methodology or the key inputs and assumptions that were used in calculating the fair value set forth above in this paragraph.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit No. | Description |
Exhibit 1.1 | Underwriting Agreement, dated March 7, 2017, by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, and J.P. Morgan Securities LLC, for itself and as representative of Drexel Hamilton, LLC and Academy Securities, Inc., as underwriters. |
Exhibit 4.1 | Pooling and Servicing Agreement, dated as of March 1, 2017, by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator and as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer. |
Exhibit 4.2 | Trust and Servicing Agreement governing the issuance of the Hilton USA Trust 2016-HHV certificates, dated as of November 28, 2016, among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Wells Fargo Bank, National Association, as servicer, AEGON USA Realty Advisors, LLC, as special servicer, Wilmington Trust, National Association, as trustee, and Wells Fargo Bank, National Association, as certificate administrator. |
Exhibit 4.3 | Pooling and Servicing Agreement governing the issuance of the JPMCC 2016-JP4 certificates, dated as of December 1, 2016, by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer. |
Exhibit 4.4 | Pooling and Servicing Agreement governing the issuance of the JPMDB 2016-C4 certificates, dated as of November 1, 2016, by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Wells Fargo Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer. |
Exhibit 4.5 | Co-Lender Agreement, dated as of March 29, 2017, by and between JPMorgan Chase Bank, National Association, as the Initial Note A-1 Holder, and JPMorgan Chase Bank, National Association, as the Initial Note A-2 Holder. |
Exhibit 4.6 | Co-Lender Agreement, dated as of March 29, 2017, by and between JPMorgan Chase Bank, National Association, as the Initial Note A-1 Holder, and JPMorgan Chase Bank, National Association, as the Initial Note A-2 Holder. |
Exhibit 4.7 | Co-Lender Agreement, dated as of January 19, 2017, by and between JPMorgan Chase Bank, National Association, as the Initial Note A Holder, and JPMorgan Chase Bank, National Association, as the Initial Note B Holder. |
Exhibit 4.8 | Co-Lender Agreement, dated as of November 28, 2016, by and among JPMorgan Chase Bank, National Association, as the Initial Note 1 Holder, Deutsche Bank, AG, New York Branch, as the Initial Note 2 Holder, Goldman Sachs Mortgage Company, as the Initial Note 3 Holder, Barclays Bank PLC, as the Initial Note 4 Holder, Morgan Stanley Bank, N.A., as the Initial Note 5 Holder, and Cantor Commercial Real Estate Lending, L.P., as the Initial Note 6 Holder. |
Exhibit 4.9 | Co-Lender Agreement, dated as of November 18, 2016, by and between JPMorgan Chase Bank, National Association, as the Initial Note A-1 Holder, JPMorgan Chase Bank, National Association, as the Initial Note A-2 Holder, JPMorgan Chase Bank, National Association, as the Initial Note A-3 Holder, JPMorgan Chase Bank, National Association, as the Initial Note A-4 Holder, JPMorgan Chase Bank, National Association, as the Initial Note A-5 Holder, and JPMorgan Chase Bank, National Association, as the Initial Note B Holder. |
Exhibit 4.10 | Co-Lender Agreement, dated as of November 22, 2016, by and among JPMorgan Chase Bank, National Association, as the Initial Note A-1-A Holder, JPMorgan Chase Bank, National Association, as the Initial Note A-1-B Holder, JPMorgan Chase Bank, National Association, as the Initial Note A-1-C Holder, Société Générale, as the Initial Note A-2-A Holder, Société Générale, as the Initial Note A-2-B Holder, Société Générale, as the Initial Note A-2-C Holder, and Société Générale, as the Initial Note A-2-D Holder. |
Exhibit 4.11 | Co-Lender Agreement, dated as of December 22, 2016, by and between JPMorgan Chase Bank, National Association, as the Initial Note A-1 Holder, and JPMorgan Chase Bank, National Association, as the Initial Note A-2 Holder. |
Exhibit 5 | Legality Opinion of Cadwalader, Wickersham & Taft LLP, dated March 29, 2017. |
Exhibit 8 | Tax Opinion of Cadwalader, Wickersham & Taft LLP, dated March 29, 2017 (included as part of Exhibit 5). |
Exhibit 23 | Consent of Cadwalader, Wickersham & Taft LLP (included as part of Exhibit 5). |
Exhibit 36.1 | Depositor’s Certification for Shelf Offerings of Asset-Backed Securities in respect of that certain Prospectus dated March 8, 2017. |
Exhibit 99.1 | Mortgage Loan Purchase Agreement, dated as of March 29, 2017, between JPMorgan Chase Bank, National Association, as seller, and J.P. Morgan Chase Commercial Mortgage Securities Corp., as purchaser. |
Exhibit 99.2 | Mortgage Loan Purchase Agreement, dated as of March 29, 2017, between Starwood Mortgage Funding VI LLC, as seller, Starwood Mortgage Capital LLC and J.P. Morgan Chase Commercial Mortgage Securities Corp., as purchaser. |
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: March 29, 2017 | J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. | |
By: | /s/ Bianca A. Russo | |
Name: Bianca A. Russo Title: Managing Director and Secretary |
INDEX TO EXHIBITS
Item 601(a) of Regulation S-KExhibit No. | Description | Paper (P) or Electronic (E) | |
1.1 | Underwriting Agreement, dated March 7, 2017, by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, and J.P. Morgan Securities LLC, for itself and as representative of Drexel Hamilton, LLC and Academy Securities, Inc., as underwriters. | (E) | |
4.1 | Pooling and Servicing Agreement, dated as of March 1, 2017, by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator and as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer. | (E) | |
4.2 | Trust and Servicing Agreement governing the issuance of the Hilton USA Trust 2016-HHV certificates, dated as of November 28, 2016, among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Wells Fargo Bank, National Association, as servicer, AEGON USA Realty Advisors, LLC, as special servicer, Wilmington Trust, National Association, as trustee, and Wells Fargo Bank, National Association, as certificate administrator. | (E) | |
4.3 | Pooling and Servicing Agreement governing the issuance of the JPMCC 2016-JP4 certificates, dated as of December 1, 2016, by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer. | (E) |
4.4 | Pooling and Servicing Agreement governing the issuance of the JPMDB 2016-C4 certificates, dated as of November 1, 2016, by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Wells Fargo Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer. | (E) | |
4.5 | Co-Lender Agreement, dated as of March 29, 2017, by and between JPMorgan Chase Bank, National Association, as the Initial Note A-1 Holder, and JPMorgan Chase Bank, National Association, as the Initial Note A-2 Holder. | (E) | |
4.6 | Co-Lender Agreement, dated as of March 29, 2017, by and between JPMorgan Chase Bank, National Association, as the Initial Note A-1 Holder, and JPMorgan Chase Bank, National Association, as the Initial Note A-2 Holder. | (E) | |
4.7 | Co-Lender Agreement, dated as of January 19, 2017, by and between JPMorgan Chase Bank, National Association, as the Initial Note A Holder, and JPMorgan Chase Bank, National Association, as the Initial Note B Holder. | (E) | |
4.8 | Co-Lender Agreement, dated as of November 28, 2016, by and among JPMorgan Chase Bank, National Association, as the Initial Note 1 Holder, Deutsche Bank, AG, New York Branch, as the Initial Note 2 Holder, Goldman Sachs Mortgage Company, as the Initial Note 3 Holder, Barclays Bank PLC, as the Initial Note 4 Holder, Morgan Stanley Bank, N.A., as the Initial Note 5 Holder, and Cantor Commercial Real Estate Lending, L.P., as the Initial Note 6 Holder. | (E) | |
4.9 | Co-Lender Agreement, dated as of November 18, 2016, by and between JPMorgan Chase Bank, National Association, as the Initial Note A-1 Holder, JPMorgan Chase Bank, National Association, as the Initial Note A-2 Holder, JPMorgan Chase Bank, National Association, as the Initial Note A-3 Holder, JPMorgan Chase Bank, National Association, as the Initial Note A-4 Holder, JPMorgan Chase Bank, National Association, as the Initial Note A-5 Holder, and JPMorgan Chase Bank, National Association, as the Initial Note B Holder. | (E) |
4.10 | Co-Lender Agreement, dated as of November 22, 2016, by and among JPMorgan Chase Bank, National Association, as the Initial Note A-1-A Holder, JPMorgan Chase Bank, National Association, as the Initial Note A-1-B Holder, JPMorgan Chase Bank, National Association, as the Initial Note A-1-C Holder, Société Générale, as the Initial Note A-2-A Holder, Société Générale, as the Initial Note A-2-B Holder, Société Générale, as the Initial Note A-2-C Holder, and Société Générale, as the Initial Note A-2-D Holder. | (E) | |
4.11 | Co-Lender Agreement, dated as of December 22, 2016, by and between JPMorgan Chase Bank, National Association, as the Initial Note A-1 Holder, and JPMorgan Chase Bank, National Association, as the Initial Note A-2 Holder. | (E) | |
5 | Legality Opinion of Cadwalader, Wickersham & Taft LLP, dated March 29, 2017. | (E) | |
8 | Tax Opinion of Cadwalader, Wickersham & Taft LLP, dated March 29, 2017 (included as part of Exhibit 5). | (E) | |
23 | Consent of Cadwalader, Wickersham & Taft LLP (included as part of Exhibit 5). | (E) | |
36.1 | Depositor’s Certification for Shelf Offerings of Asset-Backed Securities in respect of that certain Prospectus dated March 8, 2017. | (E) | |
99.1 | Mortgage Loan Purchase Agreement, dated as of March 29, 2017, between JPMorgan Chase Bank, National Association, as seller, and J.P. Morgan Chase Commercial Mortgage Securities Corp., as purchaser. | (E) | |
99.2 | Mortgage Loan Purchase Agreement, dated as of March 29, 2017, between Starwood Mortgage Funding VI LLC, as seller, Starwood Mortgage Capital LLC and J.P. Morgan Chase Commercial Mortgage Securities Corp., as purchaser. | (E) |