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
August 28, 2020
Date of Report (Date of Earliest Event Reported)
Central Index Key Number of the issuing entity: 0001818254
DBJPM 2020-C9 Mortgage Trust
(Exact name of issuing entity)
Central Index Key Number of the depositor: 0001013454
Deutsche Mortgage & Asset Receiving Corporation
(Exact name of depositor as specified in its charter)
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: 0000835271
JPMorgan Chase Bank, National Association
(Exact name of sponsor as specified in its charter)
Central Index Key Number of the sponsor: 0001541502
Goldman Sachs Mortgage Company
(Exact name of sponsor as specified in its charter)
Central Index Key Number of the sponsor: 0001722518
BSPRT CMBS Finance, LLC
(Exact name of sponsor as specified in its charter)
Delaware | 333-226943-08 | 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 10005
(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: | |
☐ | 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. | |||
☐ | |||
On August 28, 2020 (the “Closing Date”), Deutsche Mortgage & Asset Receiving Corporation (the “Depositor”) caused (i) the issuance of 2020-C9 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2020-C9 (the “Certificates”) and (ii) the creation of an uncertificated interest (the “RR Interest”, and, together with the Class RR Certificates, the “VRR Interest”), pursuant to a Pooling and Servicing Agreement, dated as of August 1, 2020 and as to which an executed version is attached hereto as Exhibit 4.1 (the “Pooling and Servicing Agreement”), between the Depositor, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, CWCapital Asset Management LLC, as special servicer, Wells Fargo Bank, National Association, as trustee, Wells Fargo Bank, National Association, as certificate administrator, as paying agent and as custodian, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer.
The assets of the Issuing Entity (as defined below) 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 dated August 20, 2020 and filed with the Securities and Exchange Commission on August 28, 2020 (the “Prospectus”). 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 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 applicable 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 | Co-Lender Agreement Exhibit | Non-Serviced Servicing Agreement (if any) Exhibit |
Agellan Portfolio | 4.12 | 4.2 |
MGM Grand & Mandalay Bay | 4.13 | 4.3 |
BX Industrial Portfolio | 4.14 | 4.4 |
1633 Broadway | 4.15 | 4.5 |
Amazon Industrial Portfolio | 4.16 | (1) |
Chase Center Tower I | 4.17 | 4.6 |
Chase Center Tower II | 4.18 | 4.6 |
The Liz | 4.19 | 4.7 |
Coleman Highline | 4.20 | (1) |
Southcenter Mall | 4.21 | 4.8 |
420 Taylor Street | 4.22 | 4.2 |
711 Fifth Avenue | 4.23 | 4.9 |
Kings Plaza | 4.24 | 4.10 |
333 South Wabash | 4.25 | (1) |
280 North Bernardo | 4.26 | 4.2 |
3000 Post Oak | 4.27 | 4.2 |
675 Creekside Way | 4.28 | 4.11 |
Brass Professional Center | 4.29 | 4.2 |
(1) | The subject Whole Loan will be serviced under the Pooling and Servicing Agreement until the securitization of the applicable controlling pari passu companion loan, after which the subject Whole Loan will be serviced pursuant to the pooling and servicing agreement for such securitization. That pooling and servicing agreement will be identified and filed on a Form 8-K following such securitization. |
The Certificates will consist of the following classes, designated as (i) the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class X-A, Class A-M, Class B and Class C Certificates (collectively, the “Publicly Offered Certificates”), (ii) the Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class D, Class E, Class F, Class G, Class H, Class S and Class R Certificates (collectively, the “Privately Offered Certificates”) and (iii) the Class RR Certificates. The Publicly Offered Certificates and the Privately Offered Certificates (other than the Class R Certificates) are collectively referred to as the “Non-VRR Certificates”.
All of the Publicly Offered Certificates, having an aggregate initial principal amount of $536,363,000, were sold to Deutsche Bank Securities Inc. (“DBSI”), J.P. Morgan Securities (“JPMS”), Goldman Sachs & Co. LLC (“GS&Co.”), Academy Securities, Inc. (“Academy”) and Drexel Hamilton, LLC (“Drexel” and, together with DBSI, JPMS, GS&Co. and Academy, in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, dated as of August 20, 2020 and attached hereto as Exhibit 1.1 (the “Underwriting Agreement”), among the Depositor, the Underwriters and German American Capital Corporation (“GACC”). DBSI, JPMS and GS&Co. are acting as the joint bookrunning managers and co-lead managers. The Publicly Offered Certificates were offered by the Underwriters for sale to the public, pursuant to the Depositor’s 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, 8 and 23.
All of the Privately Offered Certificates, having an aggregate initial principal amount of $62,925,350, were sold to DBSI, JPMS, GS&Co., Academy and Drexel (in such capacity, the “Initial Purchasers”), pursuant to a Certificate Purchase Agreement, dated as of August 20, 2020, among the Depositor, the Initial Purchasers and GACC.
The Class RR Certificates, having an aggregate initial Certificate Balance of $24,941,499, were sold to Deutsche Bank AG, New York Branch (“DBNY”) and JPMorgan Chase Bank, National Association (“JPMCB”), pursuant to the applicable Mortgage Loan Purchase Agreement as described below. The right to receive the RR Interest, having an initial RR Interest Balance of $6,600,001, was sold to Goldman Sachs Bank USA (“GS Bank” and together with DBNY, the “Other Retaining Parties”), pursuant to the applicable Mortgage Loan Purchase Agreement as described below.
The Privately Offered Certificates, the Class RR Certificates and the RR Interest were sold in private placement transactions exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act.
The Certificates and the RR Interest represent, in the aggregate, the entire beneficial ownership in DBJPM 2020-C9 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 31 fixed-rate commercial mortgage loans (the “Mortgage Loans”) secured by
first liens on 146 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 August 20, 2020 and as to which an executed version is attached hereto as Exhibit 99.1 (the “GACC Mortgage Loan Purchase Agreement”), between the Depositor and GACC, in exchange for, among other compensation, $7,497,155, Certificate Balance of the Class RR Certificates (which portion of the VRR Interest the Depositor transferred to DBNY at GACC’s direction), (ii) JPMCB, pursuant to a Mortgage Loan Purchase Agreement, dated and effective August 20, 2020 and as to which an executed version is attached hereto as Exhibit 99.2 (the “JPMCB Mortgage Loan Purchase Agreement”) between the Depositor and JPMCB, in exchange for, among other compensation, $17,444,344, Certificate Balance of the Class RR Certificates, (iii) Goldman Sachs Mortgage Corporation (“GSMC”), pursuant to a Mortgage Loan Purchase Agreement, dated and effective August 20, 2020 and as to which an executed version is attached hereto as Exhibit 99.3 (the “GSMC Mortgage Loan Purchase Agreement”) between the Depositor and GSMC, in exchange for, among other compensation, $6,600,001 RR Interest Balance of the RR Interest (which RR Interest the Depositor transferred to GS Bank at GSMC’s direction) and (iv) BSPRT CMBS Finance, LLC (“BSPRT”), pursuant to a Mortgage Loan Purchase Agreement, dated and effective August 20, 2020 and as to which an executed version is attached hereto as Exhibit 99.4 (“BSPRT Mortgage Loan Purchase Agreement” and, together with the GACC Mortgage Loan Purchase Agreement, the JPMCB Mortgage Loan Purchase Agreement and the GSMC Mortgage Loan Purchase Agreement, the “Mortgage Loan Purchase Agreements”), between the Depositor, BSPRT and Benefit Street Partners Realty Trust, Inc.
The net proceeds of the sale of the Certificates were applied to the purchase of the Mortgage Loans by the Depositor from GACC, JPMCB, GSMC and BSPRT. 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 $5,178,465, were approximately $640,008,985. Of the expenses paid by the Depositor, $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, $0 were paid to or for the Underwriters and the Initial Purchasers, and approximately $5,128,465 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.
Further information regarding such sales relating to the price per class of Publicly Offered Certificates is set forth on Schedule I to the Underwriting Agreement.
Further information regarding such sales has been previously provided in the Prospectus. The related registration statement (file no. 333-226943) was originally declared effective on October 23, 2018. 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 August 20, 2020.
JPMCB, in its capacity as “retaining sponsor” (in such capacity, the “Retaining Sponsor”), is satisfying its credit risk retention obligation under Regulation RR, 12 C.F.R. Part 244 (the “Risk Retention Rule”) in connection with the securitization of the Mortgage Loans referred to above by the purchase of a portion of the VRR Interest by the Other Retaining Parties from the Depositor (which is deemed to be purchased from the Depositor by the Retaining Sponsor and from the Retaining Sponsor by to the Other Retaining Parties).
The VRR Interest constitutes an “eligible vertical interest” (as defined in the Risk Retention Rule) in the Issuing Entity in the form of a “single vertical security” (as defined in the Risk Retention Rule) with an expected initial VRR Interest Balance of approximately $31,541,500, representing the right to receive approximately 5.00% of all amounts collected on the Mortgage Loans, net of all expenses of the Issuing Entity, and distributed on the Non-VRR Certificates and the VRR Interest.
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.
Date: August 28, 2020 | DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION | |||
(Registrant) | ||||
By: | /s/ Matt Smith | |||
Name: | Matt Smith | |||
Title: | Director | |||
By: | /s/ Natalie Grainger | |||
Name: | Natalie Grainger | |||
Title: | Director | |||