J.P. Morgan Chase Commercial Mortgage Securities Corp.Files An 8-K Other Events
Item 8.01.Other Events.
On June 16, 2017, J.P. Morgan Chase Commercial Mortgage
Securities Corp. (the Registrant) caused the issuance, to
a Pooling and Servicing Agreement, dated as of June 1, 2017 (the
Pooling and Servicing Agreement), between 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, of the JPMCC Commercial Mortgage
Securities Trust 2017-JP6, Commercial Mortgage Pass-Through
Certificates, Series 2017-JP6 (the Certificates). 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) were sold to J.P. Morgan Securities LLC, Drexel
Hamilton, LLC and Academy Securities, Inc, as underwriters
(collectively, in such capacities, the Underwriters), to
an Underwriting Agreement, dated as of May 25, 2017, between the
Registrant and the Underwriters.
On June 16, 2017, the Class D, Class R and Class Z Certificates
(collectively, the Privately Offered Certificates) were
sold to J.P. Morgan Securities LLC, as initial purchaser (in such
capacities, the Initial Purchaser), to a Certificate
Purchase Agreement, dated as of May 25, 2017, between the
Registrant and the Initial Purchaser. On June 16, 2017, the Class
E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates
(collectively, the Risk Retention Certificates) were sold
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 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 JPMCC Commercial Mortgage Securities
Trust 2017-JP6, a common law trust fund formed on June 16, 2017
under the laws of the State of New York to the Pooling and
Servicing Agreement. The Issuing Entitys primary assets are
forty-two (42) commercial and multifamily mortgage loans (the
Mortgage Loans). The net proceeds of the sale of the
Certificates were applied to the purchase of the Mortgage Loans
by the Registrant from JPMorgan Chase Bank, National Association,
Benefit Street Partners CRE Finance LLC and Starwood Mortgage
Funding VI LLC.
The Registrant sold all of the Publicly Offered Certificates,
having an aggregate certificate balance of $696,161,000, on June
16, 2017. The net proceeds of the offering to the Registrant of
the issuance of the Publicly Offered Certificates, after
deducting expenses payable by the Registrant of $5,154,443.58,
were approximately $761,654,165.32. Of the expenses paid by the
Registrant, approximately $673,002.38 were paid directly to
affiliates of the Registrant, $44,250.02 in the form of fees were
paid to the Underwriters, $154,875.09 were paid to or for the
Underwriters and $4,282,316.10 were other expenses. All of the
foregoing expense amounts are the Registrants reasonable
estimates of such expenses. No underwriting discounts and
commissions or finders fees were paid by the Registrant; the
Publicly Offered Certificates were offered by the Underwriters
for sale to the public in negotiated transactions or otherwise at
varying prices determined at the time of sale. The Registrant
also sold to the Initial Purchaser on such date the Privately
Offered Certificates, having an aggregate certificate balance of
$9,832,000, and sold to the Third Party Purchaser the Risk
Retention Certificates, having a certificate balance of
$80,629,166, in each case in private placement transactions
exempt from registration under the Securities Act of 1933, as
amended, to Section 4(2) of the Act. Further information
regarding such sales has been previously provided on the
Registrants Current Report on Form 8-K, filed June 16, 2017
(including, as to the price per class of Publicly Offered
Certificates, on Schedule I to the Underwriting Agreement filed
as an exhibit thereto) and in its Prospectus, dated May 25, 2017.
The related registration statement (file no. 333-206361) was
originally declared effective on November 20, 2015.
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 June 16, 2017.
8.1 Tax Opinion of Sidley Austin LLP, dated June 16, 2017
(included as part of Exhibit 5.1).
23.1 Consent of Sidley Austin LLP (included as part of Exhibit
5.1).
JPMCC Commercial Mortgage Securities Trust 2017-JP6 ExhibitEX-5.1 2 exh_5-1.htm LEGALITY OPINION OF SIDLEY AUSTIN LLP,…To view the full exhibit click here