Attached files
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| EX-5.1 - LEGALITY OPINION OF SIDLEY AUSTIN LLP, DATED DECEMBER 20, 2013 - COMM 2013-CCRE13 Mortgage Trust | exh5-1.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): December 20, 2013
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COMM 2013-CCRE13 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.
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German American Capital Corporation
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KeyBank National Association
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Liberty Island Group I LLC
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(Exact names of sponsors as specified in their charters)
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Delaware
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333-184376-10
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04-3310019
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(State or Other Jurisdiction
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(Commission File
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(IRS Employer
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of Incorporation)
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Number)
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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 December 20, 2013, Deutsche Mortgage & Asset Receiving Corporation (the “Registrant”) caused the issuance, pursuant to a Pooling and Servicing Agreement, dated as of December 1, 2013 (the “Pooling and Servicing Agreement”), between the Registrant, as depositor, Wells Fargo Bank, National Association, as master servicer and as special servicer, U.S. Bank National Association, as trustee, Deutsche Bank Trust Company Americas, as certificate administrator, paying agent and custodian, and Situs Holdings, LLC, as operating advisor, of COMM 2013-CCRE13 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2013-CCRE13 (the “Certificates”). The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class PEZ and Class C Certificates (collectively, the “Publicly Offered Certificates”) were sold to Deutsche Bank Securities Inc., Cantor Fitzgerald & Co., CastleOak Securities, L.P., KeyBanc Capital Markets Inc. and Nomura Securities International, Inc., as underwriters (collectively, in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, dated as of December 13, 2013, between the Registrant, German American Capital Corporation and the Underwriters.
On December 20, 2013, the Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class SLG, Class V, Class R and Class LR Certificates (collectively, the “Privately Offered Certificates”) were sold to Deutsche Bank Securities Inc., Cantor Fitzgerald & Co., KeyBanc Capital Markets Inc., Nomura Securities International, Inc. and Wells Fargo Securities, LLC, as initial purchasers (collectively, in such capacities, the “Initial Purchasers”), pursuant to a Certificate Purchase Agreement, dated as of December 13, 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 Publicly Offered Certificates and the Privately Offered Certificates represent, in the aggregate, the entire beneficial ownership in COMM 2013-CCRE13 Mortgage Trust, a common law trust fund formed on December 20, 2013 under the laws of the State of New York pursuant to the Pooling and Servicing Agreement. The Issuing Entity’s primary assets are 53 fixed-rate mortgage loans (the “Mortgage Loans”) secured by first liens on 73 commercial and multifamily 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, KeyBank National Association and Liberty Island Group I LLC. 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 $5,048,602 were approximately $1,149,449,620. Of the expenses paid by the Depositor, approximately $10,475 were paid directly to affiliates of the Depositor, $160,000 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 $4,878,127 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 December 20, 2013.
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8.1
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Tax Opinion of Sidley Austin LLP, dated December 20, 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/ Natalie Grainger
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Name: Natalie Grainger
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Title: Vice President
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Date: December 20, 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 December 20, 2013.
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8.1
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Tax Opinion of Sidley Austin LLP, dated December 20, 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