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: June 27, 2019
(Date of earliest event reported)
JPMCC Commercial Mortgage Securities Trust 2019-COR5
(Central Index Key Number 0001774801)
(Exact name of issuing entity)
JPMorgan Chase Bank, National Association
(Central Index Key Number 0000835271)
LoanCore Capital Markets LLC
(Central Index Key Number 0001555524)
(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 | 333-226123-04 | 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
[_]Emerging growth company
[_]If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01. Other Events.
On June 27, 2019, J.P. Morgan Chase Commercial Mortgage Securities Corp. (the “Depositor”) caused the issuance, pursuant to a pooling and servicing agreement, dated as of June 1, 2019 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 and 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, of the JPMCC Commercial Mortgage Securities Trust 2019-COR5, Commercial Mortgage Pass-Through Certificates, Series 2019-COR5.
The assets of the Issuing Entity 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 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 Servicing Agreement”). Each such Non-Serviced Servicing Agreement 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 Servicing Agreement, see “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in the Prospectus described below.
Name of Intercreditor Agreement (as defined in the Pooling and Servicing Agreement) | Intercreditor Agreement | Non-Serviced Servicing Agreement (if any) |
Brooklyn Renaissance Plaza | 4.7 | N/A |
Hyde Park Multifamily Portfolio | 4.8 | N/A |
3 Columbus Circle | 4.9 | 4.2 |
Hampton Roads Office Portfolio | 4.10 | N/A |
SWVP Portfolio | 4.11 | 4.3 |
Vie Portfolio | 4.12 | N/A |
ICON Upper East Side Portfolio | 4.13 | 4.4 |
NOV Headquarters | 4.14 | N/A |
Greenleaf at Howell | 4.15 | 4.5 |
ICON 18 - 320-324 West 14th Street | 4.16 | 4.6 |
ICON 18 - 446-450 West 19th Street | 4.17 | 4.6 |
ICON 18 - 57-59 Second Avenue | 4.18 | 4.6 |
ICON 18 - 43 West 27th Street | 4.19 | 4.6 |
ICON 18 - 59-61 East 3rd Street | 4.20 | 4.6 |
ICON 18 - 808 Lexington Avenue | 4.21 | 4.6 |
ICON 18 - 1384 First Avenue | 4.22 | 4.6 |
ICON 18 - 329 Union Street | 4.23 | 4.6 |
ICON 18 - 350 East 13th Street | 4.24 | 4.6 |
ICON 18 - 358 & 362 11th Street | 4.25 | 4.6 |
ICON 18 - 610 East 9th Street | 4.26 | 4.6 |
ICON 18 - 316 West 14th Street | 4.27 | 4.6 |
ICON 18 - 402 East 12th Street | 4.28 | 4.6 |
ICON 18 - 42 Sidney Place | 4.29 | 4.6 |
ICON 18 - 522 East 5th Street | 4.30 | 4.6 |
ICON 18 - 106 Bedford Avenue | 4.31 | 4.6 |
ICON 18 - 295 DeGraw Street | 4.32 | 4.6 |
ICON 18 - 413 South 5th Street | 4.33 | 4.6 |
The Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (collectively, the “Public Certificates”), having an aggregate initial principal amount of $612,180,000, were sold to J.P. Morgan Securities LLC (“JPMS”), Jefferies LLC (“Jefferies”) and Drexel Hamilton, LLC (“Drexel” and, together in such capacity with JPMS and Jefferies, the “Underwriters”), pursuant to the underwriting agreement, dated as of June 12, 2019 and as to which an executed version is attached hereto asExhibit 1.1, between the Registrant and the Underwriters.
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 hereto asExhibits 5,8 and23.
On June 27, 2019, the Registrant also sold the 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”), having an aggregate initial principal amount of $86,457,121, to JPMS and Jefferies, as initial purchasers, pursuant to a Certificate Purchase Agreement, dated June 12, 2019, by and between the Depositor, JPMS and Jefferies (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.
The Certificates represent, in the aggregate, the entire beneficial ownership in the JPMCC Commercial Mortgage Securities Trust 2019-COR5 (the “Issuing Entity”), a common law trust fund formed on June 27, 2019 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 46 commercial, multifamily and manufactured housing community mortgage loans (the “Mortgage Loans”). The Mortgage Loans were acquired by the Registrant from (i) JPMorgan Chase Bank, National Association (“JPMCB”), pursuant to a Mortgage Loan Purchase Agreement, attached hereto asExhibit 99.1 and dated as of June 27, 2019, between the Registrant and JPMCB, and (ii) LoanCore Capital Markets LLC (“LCM”), pursuant to a Mortgage Loan Purchase Agreement, attached hereto asExhibit 99.2 and dated as of June 27, 2019, between the Registrant and LCM.
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, and the Initial Purchaser, pursuant to the Certificate Purchase Agreement.
The Public Certificates and the Mortgage Loans are more particularly described in the Prospectus dated June 13, 2019 and as filed with the Securities and Exchange Commission on June 27, 2019. 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 June 13, 2019.
On June 27, 2019, the Registrant sold all of the Public Certificates, having an aggregate certificate principal amount of $612,810,000. The net proceeds of the offering to the Registrant of the issuance of the Certificates, after deducting expenses payable by the Registrant of $4,406,371, were approximately $687,839,592. Of the expenses paid by the Registrant, approximately $370,767 were paid directly to affiliates of the Registrant, $21,906 in the form of fees were paid to the Underwriters, $87,625
were paid to or for the Underwriters and $3,926,074 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. 333-226123) was originally declared effective on September 11, 2018.
LCM, in its capacity as “retaining sponsor” (in such capacity, the “Retaining Sponsor”), is satisfying its credit risk retention obligations under Section 15G of the Exchange Act as they relate to commercial mortgage-backed securities (the “Risk Retention Rule”) in connection with the securitization of the Mortgage Loans referred to above by the purchase on the Closing Date and holding by LCM or a “majority-owned affiliate” (as defined in the Risk Retention Rule) 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 $37,488,116 (excluding accrued interest), representing approximately 5.02% 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 $37,348,089.96, representing 5.00% 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 preliminary prospectus dated June 4, 2019 and as filed with the Securities and Exchange Commission on June 5, 2019 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, Pro Forma Financial Information and Exhibits.
(d) | Exhibits |
Item 601(a) of | |
Regulation S-K | |
Exhibit No. | Description |
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: June 27, 2019 | J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. | |
(Registrant) | ||
By: | /s/ Bradley J. Horn | |
Name: Bradley J. Horn | ||
Title: Executive Director |