J.P. Morgan Chase Commercial Mortgage Securities Corp.Files An 8-K Other Events
Item 8.01. Other Events.
On or about June 16, 2017, a series of mortgage pass-through
certificates, entitled JPMCC Commercial Mortgage Securities Trust
2017-JP6, Commercial Mortgage Pass-Through Certificates, Series
2017-JP6 (the Certificates), is expected to be issued by
J.P. Morgan Chase Commercial Mortgage Securities Trust 2017-JP6
(the Issuing Entity), to a Pooling and Servicing
Agreement, attached hereto as Exhibit 4.1 and dated as of
June 1, 2017 (the Pooling and Servicing Agreement),
between J.P. Morgan Chase Commercial Mortgage Securities Corp.
(the Registrant), as depositor, Midland Loan Services, a
Division of PNC Bank, National Association, as master servicer,
Rialto Capital Advisors, LLC, as special servicer, Wells Fargo
Bank, National Association, as certificate administrator and as
trustee, and Pentalpha Surveillance LLC, as operating advisor and
as asset representations reviewer. Capitalized terms used but not
defined herein shall have the meanings assigned to them in the
Pooling and Servicing Agreement.
The Certificates will consist of the following classes (each, a
Class), designated as (i) the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B,
Class A-S, Class B and Class C Certificates (collectively, the
Publicly Offered Certificates), (ii) the Class D, Class R
and Class Z Certificates (collectively, the Privately Offered
Certificates) and (iii) the Class E-RR, Class F-RR, Class
G-RR and Class NR-RR Certificates (collectively, the Risk
Retention Certificates),. Only the Publicly Offered
Certificates have been offered to the public.
The Certificates represent, in the aggregate, the entire
beneficial ownership in the Issuing Entity, a common law trust to
be formed on or about June 16, 2017 under the laws of the State
of New York to the Pooling and Servicing Agreement. The Issuing
Entitys primary assets will be a pool of forty-two (42)
commercial, and multifamily mortgage loans (the Mortgage
Loans). Certain of the Mortgage Loans are expected to be
acquired by the Registrant from JPMorgan Chase Bank, National
Association (JPMCB) to a Mortgage Loan Purchase Agreement,
attached hereto as Exhibit 99.1 and dated as of June 16,
2017, between the Registrant and JPMCB; certain of the Mortgage
Loans are expected to be acquired by the Registrant from Benefit
Street Partners CRE Finance LLC (BSP) to a Mortgage Loan
Purchase Agreement, attached hereto as Exhibit 99.2 and
dated as of June 16, 2017, between the Registrant, BSP and
Benefit Street Partners CRE Conduit Company, L.P.; and certain of
the Mortgage Loans are expected to be acquired by the Registrant
from Starwood Mortgage Funding VI LLC (SMF VI) to a
Mortgage Loan Purchase Agreement, attached hereto as Exhibit
99.3 and dated as of June 16, 2017, between the Registrant,
SMF VI and Starwood Mortgage Capital LLC..
The funds to be used by the Registrant to pay the purchase price
for the Mortgage Loans are expected to be derived from the
proceeds of (i) the sale of the Publicly Offered Certificates by
the Registrant to J.P. Morgan Securities LLC (JPMS),
Drexel Hamilton, LLC and Academy Securities, Inc. (collectively,
in such capacity, the Underwriters), to an Underwriting
Agreement, attached hereto as Exhibit 1.1 and dated as of
May 25, 2017, between the Registrant and the Underwriters, as
underwriters, (ii) the sale of the Privately Offered Certificates
by the Registrant to JPMS, to a Certificate Purchase Agreement,
dated as of May 25, 2017, between the Registrant and JPMS, as
initial purchaser, and (iii) the sale of the Risk Retention
Certificates by the Registrant to RREF III-D AIV RR, LLC (in such
capacity, the Third Party Purchaser), to a Third Party
Purchaser Certificate Purchase Agreement, dated as of May 25,
2017, between the Registrant and the Third Party Purchaser. The
Privately Offered Certificates and the Risk Retention
Certificates will be sold in transactions exempt from
registration under the Securities Act of 1933, as amended.
The Publicly Offered Certificates and the Mortgage Loans are more
particularly described in the Prospectus, dated May 25, 2017 and
filed with the Securities and Exchange Commission on June 16,
2017. In connection with such Prospectus, the Chief Executive
Officer of the Registrant has provided the certification attached
hereto as Exhibit 36.1 and dated as of the date of the
Prospectus.
Prior to the Closing Date, a series of mortgage pass-through
certificates, entitled 245 Park Avenue Trust 2017-245P,
Commercial Mortgage Pass-Through Certificates, Series 2017-245P
was issued by 245 Park Avenue Trust 2017-245P, to a Trust and
Servicing Agreement, dated as of May 30, 2017 (the 2017-245P
Trust and Servicing Agreement), among J.P. Morgan Chase
Commercial Mortgage Securities Corp., as depositor, Wells Fargo
Bank, National Association, as servicer, AEGON USA Realty
Advisors, LLC, as special servicer, Wells Fargo Bank, National
Association, as certificate administrator, Wilmington Trust,
National Association, as trustee,
and Trimont Real Estate Advisors, LLC, as operating advisor. to
the Pooling and Servicing Agreement, the 245 Park Avenue Whole
Loan is a Non-Serviced Whole Loan, the 245 Park Avenue Mortgage
Loan is a Non-Serviced Mortgage Loan, and the servicing of the
245 Park Avenue Whole Loan is governed by the 2017-245P Trust and
Servicing Agreement and by the 245 Park Avenue Intercreditor
Agreement (as defined below). The 2017-245P Trust and Servicing
Agreement is attached hereto as Exhibit 99.4.
Prior to the Closing Date, a series of mortgage pass-through
certificates, entitled JPMCC Commercial Mortgage Securities
Trust, Commercial Mortgage Pass-Through Certificates, Series
2016-JP4 was issued by JPMCC Commercial Mortgage Securities
Trust, to a Pooling and Servicing Agreement, dated as of December
1, 2016 (the JPMCC 2016-JP4 Pooling and Servicing
Agreement), among J.P. Morgan Chase Commercial Mortgage
Securities Corp., as depositor, Wells Fargo Bank, National
Association, as master servicer, LNR Partners, LLC, as special
servicer, Wells Fargo Bank, National Association, as certificate
administrator, Wilmington Trust National Association, as trustee,
and Pentalpha Surveillance LLC, as operating advisor and as asset
representations reviewer. to the Pooling and Servicing Agreement,
the Moffett Gateway Whole Loan is a Non-Serviced Whole Loan, the
Moffett Gateway Mortgage Loan is a Non-Serviced Mortgage Loan,
and the servicing of the Moffett Gateway Whole Loan is governed
by the JPMCC 2016-JP4 Pooling and Servicing Agreement and by the
Moffett Gateway Intercreditor Agreement (as defined below). The
JPMCC 2016-JP4 Pooling and Servicing Agreement is attached hereto
as Exhibit 99.5.
The holders of the promissory notes evidencing the 245 Park
Avenue Whole Loan (the 245 Park Avenue Noteholders)
entered into an co-lender agreement, dated as of May 30, 2017
(the 245 Park Avenue Co-Lender Agreement), between the 245
Park Avenue Noteholders, which sets forth the respective rights
of each 245 Park Avenue Noteholder. The 245 Park Avenue Co-Lender
Agreement is attached hereto as Exhibit 99.6.
The holders of the promissory notes evidencing the 211 Main
Street Whole Loan (the 211 Main Street Noteholders)
entered into an co-lender agreement, dated as of April 28, 2017
(the 211 Main Street Co-Lender Agreement), between the 211
Main Street Noteholders, which sets forth the respective rights
of each 211 Main Street Noteholder. The 211 Main Street Co-Lender
Agreement is attached hereto as Exhibit 99.7.
The holders of the promissory notes evidencing the 740 Madison
Whole Loan (the 740 Madison Noteholders) entered into an
co-lender agreement, dated as of May 4, 2017 (the 740 Madison
Co-Lender Agreement), between the 740 Madison Noteholders,
which sets forth the respective rights of each 740 Madison
Noteholder. The 740 Madison Co-Lender Agreement is attached
hereto as Exhibit 99.8.
The holders of the promissory notes evidencing the Apex Fort
Washington Whole Loan (the Apex Fort Washington
Noteholders) entered into an co-lender agreement, dated as of
June 16, 2017 (the Apex Fort Washington Co-Lender
Agreement), between the Apex Fort Washington Avenue
Noteholders, which sets forth the respective rights of each Apex
Fort Washington Noteholder. The Apex Fort Washington Co-Lender
Agreement is attached hereto as Exhibit 99.9.
The holders of the promissory notes evidencing the Moffett
Gateway Whole Loan (the Moffett Gateway Noteholders)
entered into an co-lender agreement, dated as of November 18,
2016 (the Moffett Gateway Co-Lender Agreement), between
the Moffett Gateway Noteholders, which sets forth the respective
rights of each Moffett Gateway Noteholder. The Moffett Gateway
Co-Lender Agreement is attached hereto as Exhibit 99.10.
Credit Risk Retention
The Risk Retention Certificates were sold to the Third Party
Purchaser for $41,062,499.14 (representing 5.02% of the fair
value of all Classes of Regular Certificates (as defined in the
Pooling and Servicing Agreement), based on actual sale prices and
finalized tranche sizes) to the Third Party Purchaser Certificate
Purchase Agreement. The Third Party Purchaser is required to
retain an eligible horizontal residual interest with a fair value
as of the Closing Date of at least $40,912,109.03 (representing
5.00% of the aggregate fair value of all the Classes of Regular
Certificates), in each case, excluding accrued interest. There
are no material differences between (a) the valuation methodology
or any of the key inputs and assumptions that were used in
calculating the fair value or range of fair values disclosed in
the preliminary prospectus dated May 18, 2017 and filed with the
Securities and Exchange Commission on May 18, 2017 under the
heading Credit Risk Retention prior to the pricing of the
certificates and
(b) the valuation methodology or the key inputs and assumptions
that were used in calculating the fair value set forth above in
this paragraph.
Section 9. Financial Statements and Exhibits.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 1.1 |
Underwriting Agreement, dated as of May 25, 2017, between J.P. Morgan Chase Commercial Mortgage Securities Corp., J.P. Morgan Securities LLC, Drexel Hamilton, LLC and Academy Securities, Inc. |
| 4.1 |
Pooling and Servicing Agreement, dated as of June 1, 2017, between J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator and as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer. |
| 36.1 |
Depositors Certification for Shelf Offerings of Asset-Backed Securities in respect of that certain Prospectus dated May 25, 2017. |
| 99.1 |
Mortgage Loan Purchase Agreement, dated as of June 16, 2017, between J.P. Morgan Chase Commercial Mortgage Securities Corp. and JPMorgan Chase Bank, National Association. |
| 99.2 |
Mortgage Loan Purchase Agreement, dated as of June 16, 2017, between J.P. Morgan Chase Commercial Mortgage Securities Corp., Benefit Street Partners CRE Finance LLC and Benefit Street Partners CRE Conduit Company, L.P. |
| 99.3 |
Mortgage Loan Purchase Agreement, dated as of June 16, 2017, between J.P. Morgan Chase Commercial Mortgage Securities Corp., Starwood Mortgage Funding VI LLC and Starwood Mortgage Capital LLC. |
| 99.4 |
Trust and Servicing Agreement, dated as of May 30, 2017, among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Wells Fargo Bank, National Association, as servicer, AEGON USA Realty Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and Trimont Real Estate Advisors, LLC, as operating advisor. |
| 99.5 |
Pooling and Servicing Agreement, dated as of December 1, 2016, among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer. |
| 99.6 |
Co-Lender Agreement, dated as of May 30, 2017, by and among JPMorgan Chase Bank, National Association, as initial note 1 holder, Natixis Real Estate Capital LLC, as initial note 2 holder, Deutsche Bank, AG, New York Branch, as initial note 3 holder, Socit Gnrale, as initial note 4 holder, and Barclays Bank PLC, as initial note 5 holder, relating to the 245 Park Avenue Whole Loan. |
| 99.7 |
Co-Lender Agreement, dated as of April 28, 2017, by and among JPMorgan Chase Bank, National Association, as initial note A-1 holder, JPMorgan Chase Bank, National Association, as initial note A-2 holder, JPMorgan Chase Bank, National Association, as initial note A-3 holder, and JPMorgan Chase Bank, National Association as initial B notes holder, relating to the 211 Main Street Whole Loan. |
| 99.8 |
Co-Lender Agreement, dated as of May 4, 2017, by and among JPMorgan Chase Bank, National Association, as initial note A-1 holder, and JPMorgan Chase Bank, National Association, as initial note A-2 holder, relating to the 740 Madison Whole Loan. |
| 99.9 |
Co-Lender Agreement, dated as of June 16, 2017, between Benefit Street Partners CRE Finance LLC, as note A-1 holder, Benefit Street Partners CRE Finance LLC, as note A-2 holder, and Benefit Street Partners CRE Finance LLC, as note A-3 holder, relating to the Apex Fort Washington Whole Loan. |
| 99.10 |
Co-Lender Agreement, dated as of November 18, 2016, by and among JPMorgan Chase Bank, National Association, as initial note A-1 holder, JPMorgan Chase Bank, National Association, as initial note A-2 holder, JPMorgan Chase Bank, National Association, as initial note A-3 holder, , JPMorgan Chase Bank, National Association, as initial note A-4 holder, JPMorgan Chase Bank, National Association, as initial note A-5 holder, and JPMorgan Chase Bank, National Association as initial note B holder, relating to the Moffett Gateway Whole Loan. |
JPMCC Commercial Mortgage Securities Trust 2017-JP6 ExhibitEX-1.1 2 exh_1-1.htm UNDERWRITING AGREEMENT,…To view the full exhibit click here