Item 8.01. OTHER EVENTS
On February 19, 2014, Deutsche Mortgage & Asset Receiving Corporation (the
"Registrant") caused the issuance, pursuant to a Pooling and Servicing
Agreement, dated as of February 1, 2014 (the "Pooling and Servicing Agreement"),
between the Registrant, as depositor, Midland Loan Services, a Division of PNC
Bank, National Association, as master servicer and as special servicer, Wells
Fargo Bank, National Association, as trustee, certificate administrator, paying
agent and custodian, and Park Bridge Lender Services LLC, as operating advisor,
of COMM 2014-CCRE15 Mortgage Trust Commercial Mortgage Pass-Through
Certificates, Series 2014-CCRE15 (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., Jefferies LLC and Natixis
Securities Americas LLC, as underwriters (collectively, in such capacities, the
"Underwriters"), pursuant to an Underwriting Agreement, dated as of February 10,
2014, between the Registrant, German American Capital Corporation and the
On February 19, 2014, the Class X-B, Class X-C, Class D, Class E, Class F, Class
G, Class V-1, Class 2, 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., Jefferies LLC and Natixis
Securities Americas LLC, as initial purchasers (collectively, in such
capacities, the "Initial Purchasers"), pursuant to a Certificate Purchase
Agreement, dated as of February 10, 2014, 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 2014-CCRE15
Mortgage Trust, a common law trust fund formed on February 19, 2014 under the
laws of the State of New York pursuant to the Pooling and Servicing Agreement.
The Issuing Entity's primary assets are 49 fixed-rate mortgage loans (the
"Mortgage Loans") secured by first liens on 64 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, Jefferies LoanCore LLC and Natixis
Real Estate Capital 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 $4,362,237
were approximately $1,030,114,278. 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 $4,252,237
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.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
5.1 Legality Opinion of Sidley Austin LLP, dated February 19, 2014.
8.1 Tax Opinion of Sidley Austin LLP, dated February 19, 2014 (included as part
of Exhibit 5.1).
23.1 Consent of Sidley Austin LLP (included as part of Exhibit 5.1).