Attached files
| file | filename |
|---|---|
| EX-5.1 - LEGALITY OPINION OF SIDLEY AUSTIN LLP, DATED MAY 30, 2012 - COMM 2012-CCRE1 Mortgage Trust | exhibit-5_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): May 30, 2012
COMM 2012-CCRE1 Mortgage Trust
-----------------------------------------------------------
(Exact name of issuing entity)
Deutsche Mortgage & Asset Receiving Corporation
-----------------------------------------------------------
(Exact name of registrant as specified in its charter)
Cantor Commercial Real Estate Lending, L.P.
German American Capital Corporation
-----------------------------------------------------------
(Exact names of sponsors as specified in their charters)
| Delaware | 333-172143-04 | 04-3310019 | ||||
|
(State or Other Jurisdiction
of Incorporation)
|
(Commission File Number) |
(IRS Employer
Identification No.)
|
||||
| 60 Wall Street | New York, New York | 10005 | ||||
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
|||||
Registrant's telephone number, including area code: (212) 250-2500
Not applicable
-----------------------------------------------------------
(Former name or former address, if changed since last report.)
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:
|
[ ]
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
[ ]
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
[ ]
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
[ ]
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item 8.01. OTHER EVENTS
On May 30, 2012, Deutsche Mortgage & Asset Receiving Corporation (the “Registrant”) caused the issuance, pursuant to a Pooling and Servicing Agreement, dated as of May 1, 2012 (the “Pooling and Servicing Agreement”), between the Registrant, as depositor, Wells Fargo, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, U.S. Bank National Association, as trustee, Pentalpha Surveillance LLC, as operating advisor, and Wells Fargo Bank, National Association, as certificate administrator, paying agent and custodian, of COMM 2012-CCRE1 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2012-CCRE1 (the “Certificates”). The Class A-1, Class A-2, Class A-3, Class A-SB, Class X-A, Class A-M, Class B and Class C Certificates (collectively, the “Publicly Offered Certificates”) were sold to Deutsche Bank Securities Inc., Cantor Fitzgerald & Co. and CastleOak Securities, L.P., as underwriters (collectively, in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, dated May 18, 2012, between the Registrant, GACC and the Underwriters.
On May 30, 2012, the Class X-B, Class D, Class E, Class F, Class G, Class H, Class V, Class LR and Class R Certificates (collectively, the “Privately Offered Certificates”) were sold to Deutsche Bank Securities Inc. and Cantor Fitzgerald & Co., as initial purchasers (collectively, in such capacities, the “Initial Purchasers”), pursuant to a Certificate Purchase Agreement, dated May 18, 2012, between the Registrant, GACC 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 2012-CCRE1 Mortgage Trust, a common law trust fund formed on May 30, 2012 under the laws of the State of New York pursuant to the Pooling and Servicing Agreement. The Issuing Entity’s primary assets are 54 fixed rate mortgage loans (the “Mortgage Loans”) secured by first liens on 76 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. and German American Capital Corporation.
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:
|
|
5.1
|
Legality Opinion of Sidley Austin LLP, dated May 30, 2012.
|
|
|
8.1
|
Tax Opinion of Sidley Austin LLP, dated May 30, 2012 (included as part of Exhibit 5.1).
|
|
|
23.1
|
Consent of Sidley Austin LLP (included as part of Exhibit 5.1).
|
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 | |||
|
|
By:
|
/s/ Helaine M. Kaplan | |
| Name: Helaine M. Kaplan | |||
| Title: President | |||
|
|
By:
|
/s/ Natalie Denisenko Grainger | |
| Name: Natalie Denisenko Grainger | |||
| Title: Vice President | |||
Date: May 30, 2012
EXHIBIT INDEX
|
Exhibit Number
|
Description
|
|
| 5.1 | Legality Opinion of Sidley Austin LLP, dated May 30, 2012. | |
| 8.1 | Tax Opinion of Sidley Austin LLP, dated May 30, 2012 (included as part of Exhibit 5.1). | |
| 23.1 | Consent of Sidley Austin LLP (included as part of Exhibit 5.1). |