News Column

COMM 2014-CCRE19 MORTGAGE TRUST FILES (8-K) Disclosing Other Events, Financial Statements and Exhibits

August 21, 2014

Item 8.01. Other Events.

On August 21, 2014, Deutsche Mortgage & Asset Receiving Corporation (the "Depositor") caused the issuance, pursuant to a Pooling and Servicing Agreement, dated as of August 1, 2014 (the "Pooling and Servicing Agreement"), among the Depositor, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and as special servicer, Park Bridge Lender Services LLC, as operating advisor, and Wells Fargo Bank, National Association, as trustee, certificate administrator, paying agent and custodian, of COMM 2014-CCRE19 Mortgage Trust Commercial Mortgage Pass-Through Certificates (the "Certificates").

The Certificates will consist of the following classes, designated as (i) the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class X-A Class A-M, Class B, Class PEZ and Class C Certificates (collectively, the "Public Certificates") and (ii) the Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V, Class R and Class LR Certificates (collectively, the "Private Certificates").

All of the Public Certificates, having an aggregate initial principal amount of $1,020,053,000, were sold to Deutsche Bank Securities, Inc. ("DBSI"), Cantor Fitzgerald & Co. ("CF&Co."), Natixis Securities Americas LLC ("Natixis"), CastleOak Securities, L.P. ("CastleOak"), Citigroup Global Markets Inc. ("Citigroup") and KeyBanc Capital Markets Inc. (together with DBSI, CF&Co., Natixis, CastleOak and Citigroup, the "Underwriters"), pursuant to an Underwriting Agreement, dated as of August 13, 2014 (the "Underwriting Agreement"), among the Depositor, the Underwriters and German American Capital Corporation ("GACC"). DBSI and CF&Co. are acting as joint bookrunning managers and co-lead managers. The Public Certificates were offered by the Underwriters for sale to the public, pursuant to the Depositor's Base Prospectus, dated July 15, 2014, as supplemented by the Prospectus Supplement, dated August 15, 2014, in negotiated transactions or otherwise at varying prices determined at the time of sale. The price per class of Public Certificates is set forth on Schedule I to the Underwriting Agreement.

All of the Private Certificates, having an aggregate initial principal amount of $154,109,569, were sold to DBSI, CF&Co., Natixis and Wells Fargo Securities, LLC (together with DBSI, CF&Co. and Natixis, the "Initial Purchasers"), pursuant to a Certificate Purchase Agreement, dated as of August 13, 2014, among the Depositor, the Initial Purchasers and GACC. The Private Certificates were sold in a private placement transaction exempt from registration under the Securities Act of 1933, as amended (the "Act"), pursuant to Section 4(2) of the Act.

The Certificates represent, in the aggregate, the entire beneficial ownership in COMM 2014-CCRE19 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 69 fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on 85 commercial, multifamily and manufactured housing community properties. The Mortgage Loans were acquired by the Depositor from (i) Cantor Commercial Real Estate Lending, L.P. ("CCRE"), pursuant to a Mortgage Loan Purchase Agreement, dated and effective August 21, 2014 (the "CCRE Mortgage Loan Purchase Agreement"), between the Depositor and CCRE, (ii) GACC, pursuant to a Mortgage Loan Purchase Agreement, dated and effective August 21, 2014 (the "GACC Mortgage Loan Purchase Agreement"), between the Depositor and GACC, (iii) Ladder Capital Finance LLC ("LCF"), pursuant to a Mortgage Loan Purchase Agreement, dated and effective August 21, 2014 (the "LCF Mortgage Loan Purchase Agreement"), among the Depositor, LCF and Ladder Capital Finance Holdings LLLP and (iv) Natixis Real Estate Capital LLC ("NREC"), pursuant to a Mortgage Loan Purchase Agreement, dated and effective August 21, 2014 (the "NREC Mortgage Loan Purchase Agreement" and, together with the

--------------------------------------------------------------------------------

CCRE Mortgage Loan Purchase Agreement, the GACC Mortgage Loan Purchase Agreement and the LCF Mortgage Loan Purchase Agreement), between the Depositor and NREC.

The net proceeds of the sale of the Certificates were applied to the purchase of the Mortgage Loans by the Depositor from CCRE, GACC, LCF and NREC. 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 approximately $5,328,011, were approximately $1,216,068,779. Of the expenses paid by the Depositor, $0 were paid directly to affiliates of the Depositor, approximately $210,000 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 approximately $5,118,011 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.

Berkeley Point Capital LLC will act as primary servicer with respect to 1 of the Mortgage Loans pursuant to that certain Primary Servicing Agreement, dated as of August 1, 2014 (the "Berkeley Point Primary Servicing Agreement"), between Berkeley Point Capital LLC and Midland Loan Services, a Division of PNC Bank, National Association.

Further information regarding such sales relating to the price per class of Public Certificates on Schedule I to the Underwriting Agreement.

Further information regarding such sales has been previously provided in the Prospectus Supplement, dated August 15, 2014, to the Prospectus, dated July 15, 2014. The related registration statement (file no. 333-193376) was originally declared effective on February 12, 2014.

The Underwriting Agreement, the Pooling and Servicing Agreement, the Berkeley Point Primary Servicing Agreement and the Mortgage Loan Purchase Agreements are attached as exhibits to this Form 8-K.

--------------------------------------------------------------------------------

Item 9.01. Financial Statements and Exhibits. (d) Exhibits



Exhibit 1 Underwriting Agreement, dated as of August 13, 2014, among Deutsche

Mortgage & Asset Receiving Corporation, Deutsche Bank Securities, Inc., Cantor Fitzgerald & Co., Natixis Securities Americas LLC, CastleOak Securities, L.P., Citigroup Global Markets Inc., KeyBanc Capital Markets Inc. and German American Capital Corporation.



Exhibit 4 Pooling and Servicing Agreement, dated as of August 1, 2014, among

Deutsche Mortgage & Asset Receiving Corporation, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and as special servicer, Park Bridge Lender Services LLC, as operating advisor, and Wells Fargo Bank, National Association, as trustee, certificate administrator, paying agent and custodian.



Exhibit 5 Legality Opinion of Cadwalader, Wickersham & Taft LLP, dated August 21,

2014.

Exhibit 8 Tax Opinion of Cadwalader, Wickersham & Taft LLP, dated August 21, 2014

(included as part of Exhibit 5).



Exhibit 23 Consent Opinion of Cadwalader, Wickersham & Taft LLP, dated August 21,

2014 (included as part of Exhibit 5).



Exhibit 99.1 Mortgage Loan Purchase Agreement, dated and effective August 21,

2014, between Deutsche Mortgage & Asset Receiving Corporation and Cantor Commercial Real Estate Lending, L.P.



Exhibit 99.2 Mortgage Loan Purchase Agreement, dated and effective August 21,

2014, between Deutsche Mortgage & Asset Receiving Corporation and German American Capital Corporation.



Exhibit 99.3 Mortgage Loan Purchase Agreement, dated and effective August 21,

2014, among Deutsche Mortgage & Asset Receiving Corporation, Ladder Capital Finance LLC and Ladder Capital Finance Holdings LLLP.



Exhibit 99.4 Mortgage Loan Purchase Agreement, dated and effective August 21,

2014, between Deutsche Mortgage & Asset Receiving Corporation and Natixis Real Estate Capital LLC.



Exhibit 99.5 Primary Servicing Agreement, dated as of August 1, 2014, between

Berkeley Point Capital LLC and Midland Loan Services, a Division of PNC Bank, National Association.



--------------------------------------------------------------------------------


For more stories on investments and markets, please see HispanicBusiness' Finance Channel



Source: Edgar Glimpses


Story Tools






HispanicBusiness.com Facebook Linkedin Twitter RSS Feed Email Alerts & Newsletters