UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Registrant’s telephone number, including area code: (212) 250-2500  

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: 

Item 8.01. OTHER EVENTS 

On June 18, 2015, Deutsche Mortgage & Asset Receiving Corporation (the “Registrant”) caused the issuance, pursuant to the Pooling and Servicing Agreement, dated as of June 1, 2015 (the “Pooling and Servicing Agreement”), between the Registrant, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and special servicer, Deutsche Bank Trust Company Americas, as certificate administrator, paying agent and custodian, Wilmington Trust, National Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor, of the COMM 2015-LC21 Mortgage Trust Commercial Mortgage Pass-Through Certificates (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 C and Class D Certificates (collectively, the “Publicly Offered Certificates”) were sold to Deutsche Bank Securities Inc. (“DBSI”), Cantor Fitzgerald & Co. (“CF&Co.”), KeyBanc Capital Markets Inc. (“KCM”) and Goldman, Sachs & Co., as underwriters (collectively, in such capacities, the “Underwriters”), pursuant to the Underwriting Agreement, dated as of June 12, 2015, between the Registrant, German American Capital Corporation and the Underwriters.

On June 18, 2015, the Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class E, Class F, Class G, Class V, Class R and Class LR Certificates (collectively, the “Privately Offered Certificates”) were sold to DBSI, CF&Co., KCM and Wells Fargo Securities, LLC, as initial purchasers (collectively, in such capacities, the “Initial Purchasers”), pursuant to the Certificate Purchase Agreement, dated as of June 12, 2015, 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 2015-LC21 Mortgage Trust, a common law trust fund formed on June 18, 2015 under the laws of the State of New York pursuant to the Pooling and Servicing Agreement. The Issuing Entity’s primary assets are 103 fixed-rate mortgage loans (the “Mortgage Loans”) secured by first liens on 198 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 German American Capital Corporation, Cantor Commercial Real Estate Lending, L.P., Ladder Capital Finance LLC and KeyBank National Association. The net proceeds to the Registrant of the offering of the Certificates, after deducting expenses payable by the Registrant in connection with the issuance and distribution of the Certificates of $5,216,547 were approximately $1,337,360,960. Of the expenses paid by the Registrant, approximately $19,850 were paid directly to affiliates of the Registrant, $100,000 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 $5,096,697 were other expenses. All of the foregoing expense amounts are the Registrant’s reasonable estimates of such expenses. No underwriting discounts and commissions or finder’s fees were paid by the Registrant.

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 

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.

EXHIBIT INDEX