Attached files
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| EX-5.1 - LEGALITY OPINION OF SIDLEY AUSTIN LLP, DATED JULY 10, 2013 - COMM 2013-CCRE9 Mortgage Trust | exhibit5_1.htm |
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 (Date of earliest event reported): July 10, 2013
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COMM 2013-CCRE9 Mortgage Trust
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(Exact name of issuing entity)
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Deutsche Mortgage & Asset Receiving Corporation
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(Exact name of registrant as specified in its charter)
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Cantor Commercial Real Estate Lending, L.P.
German American Capital Corporation
UBS Real Estate Securities Inc.
KeyBank National Association
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(Exact names of sponsors as specified in their charters)
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Delaware
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333-184376-05
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04-3310019
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(State or Other Jurisdiction
of Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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60 Wall Street
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New York, New York
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10005
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(Address of Principal Executive Offices)
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(Zip Code) |
Registrant's telephone number, including area code: (212) 250-2500
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Not applicable
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(Former name or former address, if changed since last report.)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any following provisions:
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01. OTHER EVENTS
On July 10, 2013, Deutsche Mortgage & Asset Receiving Corporation (the “Registrant”) caused the issuance, pursuant to a Pooling and Servicing Agreement, dated as of July 1, 2013 (the “Pooling and Servicing Agreement”), between the Registrant, as depositor, KeyCorp Real Estate Capital Markets, Inc., as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, U.S. Bank National Association, as trustee, Deutsche Bank Trust Company Americas, as certificate administrator, paying agent and custodian, and Park Bridge Lender Services LLC, as operating advisor, of COMM 2013-CCRE9 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2013-CCRE9 (the “Certificates”). The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class X-A Certificates (collectively, the “Publicly Offered Certificates”) were sold to Deutsche Bank Securities Inc., Cantor Fitzgerald & Co., UBS Securities LLC, CastleOak Securities, L.P., KeyBanc Capital Markets Inc., and Drexel Hamilton, LLC, as underwriters (collectively, in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, dated as of July 1, 2013, between the Registrant, German American Capital Corporation and the Underwriters.
On July 10, 2013, the Class X-B, Class A-3FL, Class A-3FX, Class A-M, Class B, Class C, Class D, Class E, Class F, Class G, Class R, Class LR and Class V Certificates (collectively, the “Privately Offered Certificates”) were sold to Deutsche Bank Securities Inc., Cantor Fitzgerald & Co., UBS Securities LLC, CastleOak Securities, L.P. and KeyBanc Capital Markets Inc., as initial purchasers (collectively, in such capacities, the “Initial Purchasers”), pursuant to a Certificate Purchase Agreement, dated as of July 1, 2013, between the Registrant, German American Capital Corporation and the Initial Purchasers. The Privately Offered Certificates were sold in transactions exempt from registration under the Securities Act of 1933, as amended.
The Certificates represent, in the aggregate, the entire beneficial ownership in COMM 2013-CCRE9 Mortgage Trust, a common law trust fund formed on July 10, 2013 under the laws of the State of New York pursuant to the Pooling and Servicing Agreement. The Issuing Entity’s primary assets are 80 fixed rate mortgage loans (the “Mortgage Loans”) secured by first liens on 137 commercial, multifamily and manufactured housing community properties.
The net proceeds of the sale of the Certificates were applied to the purchase of the Mortgage Loans by the Registrant from Cantor Commercial Real Estate Lending, L.P., German American Capital Corporation, UBS Real Estate Securities Inc. and KeyBank National Association. 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 $5,125,806 were approximately $1,259,052,105. Of the expenses paid by the Depositor, approximately $0 were paid directly to affiliates of the Depositor, $110,000 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 $5,015,806 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.
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 as an exhibit to this report.
(d) Exhibits:
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5.1
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Legality Opinion of Sidley Austin LLP, dated July 10, 2013.
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8.1
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Tax Opinion of Sidley Austin LLP, dated July 10, 2013 (included as part of Exhibit 5.1).
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23.1
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Consent of Sidley Austin LLP (included as part of Exhibit 5.1).
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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.
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Deutsche Mortgage & Asset Receiving Corporation
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By:
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/s/ Helaine Kaplan
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Name: Helaine Kaplan
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Title: President
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By:
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/s/ Matt Smith
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Name: Matt Smith
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Title: Vice President
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Date: July 10, 2013
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EXHIBIT INDEX
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Exhibit Number
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Description
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5.1
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Legality Opinion of Sidley Austin LLP, dated July 10, 2013.
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8.1
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Tax Opinion of Sidley Austin LLP, dated July 10, 2013 (included as part of Exhibit 5.1).
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23.1
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Consent of Sidley Austin LLP (included as part of Exhibit 5.1).
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4