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: November 18, 2021
(Date of earliest event reported)
Benchmark 2021-B28 Mortgage Trust
(Central Index Key Number 0001871630)
(Exact name of issuing entity)
JPMorgan Chase Bank, National Association
(Central Index Key Number 0000835271)
Citi Real Estate Funding Inc.
(Central Index Key Number 0001701238)
German American Capital Corporation
(Central Index Key Number 0001541294)
Goldman Sachs Mortgage Company
(Central Index Key Number 0001541502)
(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 | 333-226123-12 | 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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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 1.01. Entry into a Material Definitive Agreement.
On August 19, 2021, J.P. Morgan Chase Commercial Mortgage Securities Corp. (the “Depositor”) caused the issuance, pursuant to a pooling and servicing agreement, dated as of August 1, 2021 (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 Benchmark 2021-B28 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B28 (the “Certificates”).
The Mortgage Loan identified as “Huntsville Office Portfolio” on Exhibit B to the Pooling and Servicing Agreement (the “Huntsville Office Portfolio Mortgage Loan”), which is an asset of the Issuing Entity (representing approximately 2.2% of the aggregate outstanding principal balance of the pool of mortgage loans as of the cut-off date for the Benchmark 2021-B28 securitization transaction), is part of a whole loan (the “Huntsville Office Portfolio Whole Loan”) that includes such Mortgage Loan and one or more pari passu companion loans that is not an asset of the Issuing Entity.
As of November 18, 2021, the Huntsville Office Portfolio Whole Loan is being serviced and administered pursuant to a pooling and servicing agreement, dated as of November 1, 2021 and as to which an executed version is attached hereto as Exhibit 4.1 (the “3650R 2021-PF1 PSA”), among 3650 REIT Commercial Mortgage Securities II LLC, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, 3650 REIT Loan Servicing LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator and as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, relating to the 3650R 2021-PF1 securitization transaction into which the related controlling companion loan is deposited.
The terms and conditions of the 3650R 2021-PF1 PSA applicable to the servicing of the Huntsville Office Portfolio Mortgage Loan are substantially similar to the terms and conditions of the Pooling and Servicing Agreement applicable to the servicing of the other Mortgage Loans, as described under “Pooling and Servicing Agreement” in the prospectus filed by the Issuing Entity pursuant to Rule 424(b)(2) with respect to the Certificates on August 19, 2021; provided that under the 3650R 2021-PF1 PSA, there will be no risk retention consultation party.
Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.
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: November 19, 2021 | J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. | |
(Registrant) | ||
By: | /s/ Harris Rendelstein | |
Name: Harris Rendelstein | ||
Title: Vice President |