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

 

March 20, 2017

Date of Report (Date of Earliest Event Reported)

 

Central Index Key Number of the issuing entity: 0001677390
DBJPM 2016-C3 Mortgage Trust

(Exact name of issuing entity)

 

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 registrant: 0001013454

Deutsche Mortgage & Asset Receiving Corporation 

(Exact name of registrant as specified in its charter)

 

Delaware		333-206705-04		38-4006868 38-4006869 38-7145159
(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

(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:

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

On August 11, 2016, Deutsche Mortgage & Asset Receiving Corporation (the “Depositor”) caused the issuance, pursuant to a Pooling and Servicing Agreement, dated as of August 1, 2016 (the “Pooling and Servicing Agreement”), among the Depositor, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and special servicer, Wells Fargo Bank, National Association, as trustee, certificate administrator, paying agent and custodian, and Park Bridge Lender Services LLC, as operating advisor and asset representations reviewer, of DBJPM 2016-C3 Mortgage Trust Commercial Mortgage Pass-Through Certificates (the “Certificates”).

The Certificates represent, in the aggregate, the entire beneficial ownership in DBJPM 2016-C3 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 32 fixed-rate mortgage loans (the “Mortgage Loans”) secured by first liens on 54 commercial properties.

The Mortgage Loan identified as “U-Haul AREC Portfolio” on Exhibit B to the Pooling and Servicing Agreement (the “U-Haul AREC Portfolio Mortgage Loan”), which is an asset of the Issuing Entity, is part of a loan combination (the “U-Haul AREC Portfolio Loan Combination”) that includes the U-Haul AREC Portfolio Mortgage Loan and 1 other pari passu loan that is not an asset of the Issuing Entity (the “U-Haul AREC Portfolio Companion Loan”). On August 25, 2016, the U-Haul AREC Portfolio Companion Loan designated as Note A-1 was included in the CD 2016-CD1 securitization transaction. Beginning on that date, the U-Haul AREC Portfolio Loan Combination, including the U-Haul AREC Portfolio Mortgage Loan, is being serviced and administered pursuant to (a) that certain Pooling and Servicing Agreement, dated as of August 1, 2016 (the “CD 2016-CD1 Pooling and Servicing Agreement”), among Deutsche Mortgage & Asset Receiving Corporation, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as trustee, Wells Fargo Bank, National Association, as certificate administrator, paying agent and custodian, Park Bridge Lender Services LLC, as operating advisor, and Park Bridge Lender Services LLC, as asset representations reviewer, entered into in connection with the CD 2016-CD1 Mortgage Trust, and (b) the Co-Lender Agreement, dated as of August 11, 2016, between Deutsche Bank AG, New York Branch, as Note A-1 holder, and German American Capital Corporation, as Note A-2 holder, which was filed as an attachment to our current report on Form 8-K as filed with the Securities and Exchange Commission (the “SEC”) on August 25, 2016. The CD 2016-CD1 Pooling and Servicing Agreement is attached hereto as Exhibit 99.1.

The terms and conditions of the CD 2016-CD1 Pooling and Servicing Agreement applicable to the servicing of the U-Haul AREC 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 “The Pooling and Servicing Agreement” in the Prospectus filed with the SEC by the Issuing Entity pursuant to Rule 424(b)(2) with respect to the Certificates on August 25, 2016.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit 99.1

Pooling and Servicing Agreement, dated as of August 1, 2016, by and among Deutsche Mortgage & Asset Receiving Corporation, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as trustee, Wells Fargo Bank, National Association, as certificate administrator, paying agent and custodian, Park Bridge Lender Services LLC, as operating advisor, and Park Bridge Lender Services LLC, as asset representations reviewer.

 

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.

 

	DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION
	(Registrant)
Date:  March 20, 2017
	By:	/s/ Natalie Grainger
		Name: Natalie Grainger
		Title: Director
	By:	/s/ Matthew Smith
		Name: Matthew Smith
		Title: Director

 

 

 

INDEX TO EXHIBITS

 

Item 601(a) of Regulation S-K Exhibit No.	Description	Paper (P) or Electronic (E)
99.1	Pooling and Servicing Agreement, dated as of August 1, 2016, by and among Deutsche Mortgage & Asset Receiving Corporation, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as trustee, Wells Fargo Bank, National Association, as certificate administrator, paying agent and custodian, Park Bridge Lender Services LLC, as operating advisor, and Park Bridge Lender Services LLC, as asset representations reviewer.	(E)