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Delaware	333-172143-06	04-3310019
(State or Other Jurisdiction	(Commission File	(IRS Employer
of Incorporation)	Number)	Identification No.)

 

60 Wall Street	New York, New York	10005
(Address of Principal Executive Offices)		(Zip Code)

 

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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:

[  ]	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))

 

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On October 18, 2012, Deutsche Mortgage & Asset Receiving Corporation (the “Registrant”) caused the issuance, pursuant to a Pooling and Servicing Agreement, dated as of October 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, Situs Holdings, LLC, as operating advisor, and Deutsche Bank Trust Company Americas, as certificate administrator, paying agent and custodian, of COMM 2012-CCRE3 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2012-CCRE3 (the “Certificates”).  The Class A-1, Class A-2, Class A-SB, Class A-3 and Class X-A Certificates (collectively, the “Publicly Offered Certificates”) were sold to Deutsche Bank Securities Inc., Cantor Fitzgerald & Co., CastleOak Securities, L.P. and RBS Securities Inc., as underwriters (collectively, in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, dated October 3, 2012, between the Registrant, GACC and the Underwriters.

On October 18, 2012, the Class X-B, Class A-M, Class B, Class PEZ, Class C, Class D, Class E, Class F, Class G, Class H, 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 October 3, 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-CCRE3 Mortgage Trust, a common law trust fund formed on October 18, 2012 under the laws of the State of New York pursuant to the Pooling and Servicing Agreement.  The Issuing Entity’s primary assets are 50 fixed rate mortgage loans (the “Mortgage Loans”) secured by first liens on 74 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., Ladder Capital Finance LLC and German American Capital Corporation.  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 $4,886,716, were approximately $1,346,878,175.  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 $4,776,716 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

(d)      Exhibits:

	5.1	Legality Opinion of Sidley Austin LLP, dated October 18, 2012.
	8.1	Tax Opinion of Sidley Austin LLP, dated October 18, 2012 (included as part of Exhibit 5.1).
	23.1	Consent of Sidley Austin LLP (included as part of Exhibit 5.1).

 

	Deutsche Mortgage & Asset Receiving Corporation
	By: /s/  Matt Smith
	Name:  Matt Smith
	Title:  Vice President
	By: /s/ Natalie Denisenko Grainger
	Name:  Natalie Denisenko Grainger
	Title: Vice President

 

Exhibit Number		Description
5.1		Legality Opinion of Sidley Austin LLP, dated October 18, 2012.
8.1		Tax Opinion of Sidley Austin LLP, dated October 18, 2012 (included as part of Exhibit 5.1).
23.1		Consent of Sidley Austin LLP (included as part of Exhibit 5.1).

 

 

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