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
September 28, 2017
Date of Report (Date of Earliest Event Reported)
Central Index Key Number of the issuing entity: 0001714154
COMM 2017-COR2 Mortgage Trust
(Exact name of issuing entity)
Central Index Key Number of the sponsor: 0001541294
German American Capital Corporation
(Exact name of sponsor as specified in its charter)
Central Index Key Number of the sponsor: 0001555524
Jefferies LoanCore LLC
(Exact name of sponsor as specified in its charter)
Central Index Key Number of the sponsor: 0001701238
Citi Real Estate Funding Inc.
(Exact name of sponsor as specified in its charter)
Central Index Key Number of the registrant: 0001013454
Deutsche Mortgage & Asset Receiving Corporation
(Exact name of registrant as specified in its charter)
Delaware | 333-206705-10 | 04-3310019 |
(State or other jurisdiction | (Commission | (I.R.S. Employer |
of incorporation of registrant) | File Number of issuing entity) | Identification No. of registrant) |
60 Wall Street
New York, New York
(Address of principal executive offices of registrant)
(212) 250-2500
Registrant’s telephone number, including area code
Former name or former address, if changed since last report:Not Applicable
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 September 28, 2017, Deutsche Mortgage & Asset Receiving Corporation (the “Depositor”) caused the issuance, pursuant to a Pooling and Servicing Agreement, dated as of September 1, 2017 and as to which an executed version is attached hereto asExhibit 4.1 (the “Pooling and Servicing Agreement”), among the Depositor, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and special servicer, Wells Fargo Bank, National Association, as trustee, certificate administrator, paying agent and custodian, and Park Bridge Lender Services LLC, as operating advisor and asset representations reviewer, of COMM 2017-COR2 Mortgage Trust Commercial Mortgage Pass-Through Certificates (the “Certificates”).
The Certificates will consist of the following classes, designated as (i) the Class A-1, Class A-SB, Class A-2, Class A-3, Class X-A, Class A-M, Class B and Class C Certificates (collectively, the “Public Certificates”) and (ii) the Class X-B, Class X-D, Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR and Class R Certificates (collectively, the “Private Certificates”).
All of the Public Certificates, having an aggregate initial principal amount of $791,609,000, were sold to Deutsche Bank Securities Inc. (“DBSI”), Jefferies LLC (“Jefferies”), Citigroup Global Markets Inc. (“CGMI”) and Academy Securities, Inc. (“Academy” and, together with DBSI, Jefferies and CGMI, in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, dated as of September 21, 2017 and attached hereto asExhibit 1.1 (the “Underwriting Agreement”), among the Depositor, the Underwriters and German American Capital Corporation (“GACC”). DBSI, Jefferies and CGMI are acting as the joint bookrunning managers and co-lead managers. The Public Certificates were offered by the Underwriters for sale to the public, pursuant to the Depositor’s Prospectus, dated September 22, 2017, in negotiated transactions or otherwise at varying prices determined at the time of sale. The price per class of Public Certificates is set forth on Schedule I to the Underwriting Agreement.
All of the Private Certificates, having an aggregate initial principal amount of $124,871,327, were sold to DBSI, Jefferies and CGMI (together with DBSI and Jefferies, in such capacity, the “Initial Purchasers”), pursuant to a Certificate Purchase Agreement, dated as of September 21, 2017, among the Depositor, the Initial Purchasers and GACC. The Private Certificates were sold in a private placement transaction exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(2) of the Act.
The Certificates represent, in the aggregate, the entire beneficial ownership in COMM 2017-COR2 Mortgage Trust (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 42 fixed-rate mortgage loans (the “Mortgage Loans”) secured by first liens on 55 commercial and multifamily properties. The Mortgage Loans were acquired by the Depositor from (i) GACC, pursuant to a Mortgage Loan Purchase Agreement, dated and effective September 21, 2017 and as to which an executed version is attached hereto asExhibit 99.1 (the “GACC Mortgage Loan Purchase Agreement”), between the Depositor and GACC, (ii) Jefferies LoanCore LLC (“JLC”), pursuant to a Mortgage Loan Purchase Agreement, dated and effective September 21, 2017 and as to which an executed version is attached hereto asExhibit 99.2 (the “JLC Mortgage Loan Purchase Agreement”), between the Depositor and JLC and (iii) Citi Real Estate Funding Inc. (“CREFI”), pursuant to a Mortgage Loan Purchase Agreement, dated and effective September 21, 2017 and as to which an executed version is attached hereto asExhibit 99.3 (the “CREFI Mortgage Loan Purchase Agreement” and, together with the GACC Mortgage Loan Purchase Agreement and the JLC Mortgage Loan Purchase Agreement, the “Mortgage Loan Purchase Agreements”), between the Depositor and CREFI.
The net proceeds of the sale of the Certificates were applied to the purchase of the Mortgage Loans by the Depositor from GACC, JLC and CREFI. The net proceeds to the Depositor of the offering of the Certificates, after deducting expenses payable by the Depositor in connection with the issuance and distribution of the Certificates of approximately $7,116,735, were approximately $942,752,364. Of the expenses paid by the Depositor, approximately $0 were paid directly to affiliates of the Depositor, approximately $50,000 in the form of fees were paid to the Underwriters and the Initial Purchasers, $1,083,482 were paid to or for the Underwriters and the Initial Purchasers, and approximately $5,983,253 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 Depositor.
The Mortgage Loan secured by the mortgaged property identified in the Prospectus as Grand Hyatt Seattle will be serviced and administered in accordance with the Pooling and Servicing Agreement and the Grand Hyatt Seattle Intercreditor Agreement (as defined in the Pooling and Servicing Agreement) and as to which an executed version is attached hereto asExhibit 4.4. The Mortgage Loan secured by the mortgaged property identified in the Prospectus as Renaissance Seattle will be serviced and administered in accordance with the Pooling and Servicing Agreement and the Renaissance Seattle 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 in the Prospectus as Integrated Health Campus will be serviced and administered in accordance with the Pooling and Servicing Agreement and the Integrated Health Campus 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 secured by the mortgaged property identified in the Prospectus as Mall of Louisiana will be serviced and administered pursuant to a pooling and servicing agreement, dated as of September 1, 2017 (the “Mall of Louisiana PSA”), among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer, Rialto Capital Advisors, LLC, as general special servicer, National Cooperative Bank, N.A., as NCB master servicer and as NCB special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and Pentalpha Surveillance LLC, as operating advisor and asset representations reviewer. An executed version of the Mall of Louisiana PSA is attached hereto asExhibit 4.2. In addition, the Mall of Louisiana Mortgage Loan will be serviced and administered under the Mall of Louisiana 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 secured by the mortgaged property identified in the Prospectus as Colorado Center will be serviced and administered pursuant to a trust and servicing agreement, dated as of August 9, 2017 (the “Colorado Center TSA”), among Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank, National Association, as servicer, AEGON USA Realty Advisors, as special servicer, Wells Fargo Bank, National Association, as certificate administrator and custodian, and Wilmington Trust, National Association, as trustee. An executed version of the Colorado Center TSA is attached hereto asExhibit 4.3. In addition, the Colorado Center Mortgage Loan will be serviced and administered under the Colorado Center Intercreditor Agreement (as defined in the Pooling and Servicing Agreement) and as to which an executed version is attached hereto asExhibit 4.8.
Further information regarding such sales relating to the price per class of Public Certificates is set forth on Schedule I to the Underwriting Agreement.
Further information regarding such sales has been previously provided in the Prospectus, dated September 22, 2017. The related registration statement (file no. 333-206705) was originally declared
effective on November 18, 2015. 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 the date hereof.
JLC, in its capacity as “retaining sponsor” (in such capacity, the “Retaining Sponsor”), is satisfying its credit risk retention obligation under Regulation RR, 17 C.F.R. Part 246 (the “Risk Retention Rule”) in connection with the securitization of the Mortgage Loans referred to above by the retention of the Class E-RR, Class F-RR, Class G-RR and Class H-RR Certificates (the “RR Certificates”).
The RR Certificates constitute an “eligible horizontal residual interest” (as defined in the Risk Retention Rule). The aggregate fair value of the RR Certificates is equal to approximately $49,108,861 (excluding accrued interest), representing approximately 5.17% of the aggregate fair value of all of the Certificates (other than the Class R Certificates). The fair value of the Certificates (other than the Class R Certificates) was determined based on the actual sale prices and finalized tranche sizes of such Certificates. The fair value of the “eligible horizontal residual interest” (as defined in the Risk Retention Rule) that the Retaining Sponsor is required to retain under the credit risk retention requirements of the Risk Retention Rule is equal to approximately $47,493,454.99, representing 5% of the aggregate fair value of all of the Certificates (other than the Class R Certificates).
As of the Closing Date, 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 Depositor's Prospectus, dated September 22, 2017, under the heading “Credit Risk Retention” prior to the pricing of the Certificates and (b) the methodology or the key inputs and assumptions that were used in calculating the fair value at the time of the Closing Date.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 1.1 | Underwriting Agreement, dated as of September 21, 2017, among Deutsche Mortgage & Asset Receiving Corporation, Deutsche Bank Securities Inc., Jefferies LLC, Academy Securities, Inc. and German American Capital Corporation. |
Exhibit 4.1 | Pooling and Servicing Agreement, dated as of September 1, 2017, among Deutsche Mortgage & Asset Receiving Corporation, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and special servicer, Wells Fargo Bank, National Association, as trustee, certificate administrator, paying agent and custodian, and Park Bridge Lender Services LLC, as operating advisor and asset representations reviewer. |
Exhibit 4.2 | Pooling and Servicing Agreement, dated as of September 1, 2017, among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer, Rialto Capital Advisors, LLC, as general special servicer, National Cooperative Bank, N.A., as NCB master servicer and as NCB special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and Pentalpha Surveillance LLC, as operating advisor and asset representations reviewer. |
Exhibit 4.3 | Trust and Servicing Agreement, dated as of August 9, 2017, among Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank, National Association, as servicer, AEGON USA Realty Advisors, as special servicer, Wells Fargo Bank, National Association, as certificate administrator and custodian, and Wilmington Trust, National Association, as trustee. |
Exhibit 4.4 | Co-Lender Agreement, dated as of September 28, 2017, among Jefferies LoanCore LLC as Note A-1 Holder, Jefferies LoanCore LLC as Note A-2 Holder and Jefferies LoanCore LLC as Note A-3 Holder. |
Exhibit 4.5 | Co-Lender Agreement, dated as of September 28, 2017, among Jefferies LoanCore LLC as Note A-1 Holder, Jefferies LoanCore LLC as Note A-2 Holder and Jefferies LoanCore LLC as Note A-3 Holder. |
Exhibit 4.6 | Co-Lender Agreement, dated as of September 28, 2017, between Deutsche Bank, AG New York Branch as Initial Note A-1 Holder and Deutsche Bank, AG New York Branch as Initial Note A-2 Holder. |
Exhibit 4.7 | Co-Lender Agreement, dated as of September 5, 2017, between Bank of America, N.A., as Note A-1 Holder and Note A-2 Holder, Citi Real Estate Funding Inc., as Note A-3 Holder and Note A-4 Holder, and Barclays Bank PLC, as Note A-5 Holder, Note A-6 Holder and Note A-7 Holder. |
Exhibit 4.8 | Agreement Between Noteholders, dated as of August 9, 2017, by and between Morgan Stanley Bank, N.A., as Initial Note A-1 Holder and as Initial Note B-1 Holder, Deutsche Bank AG, acting through its New York branch, as Initial Note A-2 Holder and as Initial |
Note B-2 Holder, and Wells Fargo Bank, National Association, as Initial Note A-3 Holder and Initial Note B-3 Holder. | |
Exhibit 5 | Legality Opinion of Cadwalader, Wickersham & Taft LLP, dated September 28, 2017. |
Exhibit 8 | Tax Opinion of Cadwalader, Wickersham & Taft LLP, dated September 28, 2017 (included as part of Exhibit 5). |
Exhibit 23 | Consent Opinion of Cadwalader, Wickersham & Taft LLP, dated September 28, 2017 (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 September 22, 2017. |
Exhibit 99.1 | Mortgage Loan Purchase Agreement, dated and effective September 21, 2017, between Deutsche Mortgage & Asset Receiving Corporation and German American Capital Corporation. |
Exhibit 99.2 | Mortgage Loan Purchase Agreement, dated and effective September 21, 2017, between Deutsche Mortgage & Asset Receiving Corporation and Jefferies LoanCore LLC. |
Exhibit 99.3 | Mortgage Loan Purchase Agreement, dated and effective September 21, 2017, between Deutsche Mortgage & Asset Receiving Corporation and Citi Real Estate Funding Inc. |
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 | ||
(Registrant) | ||
Date: September 28, 2017 | ||
By: | /s/ Natalie Grainger | |
Name: Natalie Grainger | ||
Title: Director | ||
By: | /s/ Matt Smith | |
Name: Matt Smith | ||
Title: Director |
INDEX TO EXHIBITS