8-K 1 n4605-x8_8k.htm FORM 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): November 1, 2024

 

Central Index Key Number of the issuing entity: 0002039535

Benchmark 2024-V11 Mortgage Trust

(Exact name of Issuing Entity)

 

Central Index Key Number of the depositor: 0001013454

Deutsche Mortgage & Asset Receiving Corporation

(Exact Name of Registrant as Specified in its Charter)

 

Central Index Key Number of the sponsor: 0001541294

German American Capital Corporation

Central Index Key Number of the sponsor: 0001701238

Citi Real Estate Funding Inc.

Central Index Key Number of the sponsor: 0001541502

Goldman Sachs Mortgage Company

Central Index Key Number of the sponsor: 0001549574

Barclays Capital Real Estate Inc.

Central Index Key Number of the sponsor: 0000927971

Bank of Montreal

(Exact Names of the Sponsors as Specified in their Charters)

 

Delaware 333-260277-07 04-3310019
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

 

1 Columbus Circle, New York, New York   10019
(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))

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Item 8.01. Other Events.

On November 1, 2024, Deutsche Mortgage & Asset Receiving Corporation (the “Registrant”) entered into an underwriting agreement, dated as of November 1, 2024 and attached as Exhibit 1.1 hereto (the “Underwriting Agreement”), with Deutsche Bank Securities Inc. (“DBSI”), Citigroup Global Markets Inc. (“CGMI”), Goldman Sachs & Co. LLC (“GS&Co.”), Barclays Capital Inc. (“BCI”), BMO Capital Markets Corp. (“BMO Capital”), AmeriVet Securities, Inc. (“AmeriVet”) and Drexel Hamilton, LLC (“Drexel” and, together with DBSI, CGMI, GS&Co., BCI, BMO Capital and AmeriVet, the “Underwriters”) and German American Capital Corporation (“GACC”), with respect to the sale of the Publicly Offered Certificates (as defined below), that is scheduled to occur on or about November 20, 2024 (the “Closing Date”).

On November 1, 2024, the Registrant also entered into a certificate purchase agreement, dated as of November 1, 2024, with DBSI, CGMI, GS&Co., BCI, BMO Capital, AmeriVet and Drexel (collectively in such capacity, the “Initial Purchasers”) and GACC, with respect to the sale of the Privately Offered Certificates (as defined below), that is also scheduled to occur on or about the Closing Date. The Privately Offered Certificates will be sold in a transaction exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) of the Act.

On or about the Closing Date, the Registrant is expected to cause the issuance of the Benchmark 2024-V11 Mortgage Trust (“Issuing Entity”) Commercial Mortgage Pass-Through Certificates, Series 2024-V11 (the “Certificates”), pursuant to the Pooling and Servicing Agreement, attached hereto as Exhibit 4.1 and dated as of November 1, 2024 (the “Pooling and Servicing Agreement”), between the Registrant, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Computershare Trust Company, N.A., as trustee, certificate administrator, paying agent and custodian, and Park Bridge Lender Services 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-2, Class A-3, Class X-A, Class X-B, Class A-M, Class B and Class C Certificates, having an aggregate initial certificate balance of $937,993,000 (collectively, the “Publicly Offered Certificates”) and (ii) the Class X-D, Class D, Class X-ERR, Class X-FRR, Class X-GRR, Class X-JRR, Class E-RR, Class F-RR, Class G-RR, Class J-RR and Class R Certificates, having an aggregate initial certificate balance of $105,672,000 (collectively, the “Privately Offered Certificates”).

The Certificates represent, in the aggregate, the entire beneficial ownership in the Issuing Entity, a common law trust to be formed on or about the Closing Date, under the laws of the State of New York pursuant to the Pooling and Servicing Agreement. The Issuing Entity’s primary assets will be a pool of twenty-six (26) commercial mortgage loans (the “Mortgage Loans”), secured by first mortgages, deeds of trust, deeds to secure debt or similar security instruments on the fee simple and/or leasehold estates in 62 commercial, multifamily and/or manufactured housing properties. Certain of the Mortgage Loans were acquired by the Registrant from GACC pursuant to the Mortgage Loan Purchase Agreement, attached hereto as Exhibit 99.1 and dated November 1, 2024, between the Registrant and GACC; certain of the Mortgage Loans were acquired by the Registrant from Citi Real Estate Funding Inc. (“CREFI”) pursuant to the Mortgage Loan Purchase Agreement, attached hereto as Exhibit 99.2 and dated November 1, 2024, between the Registrant and CREFI; certain of the Mortgage Loans were acquired by the Registrant from Goldman Sachs Mortgage Company (“GSMC”) pursuant to the Mortgage Loan Purchase Agreement, attached hereto as Exhibit 99.3 and dated November 1, 2024, between the Registrant and GSMC; certain of the Mortgage Loans were acquired by the Registrant from Barclays Capital Real Estate Inc. (“BCREI”) pursuant to the Mortgage Loan Purchase Agreement, attached hereto as Exhibit 99.4 and dated November 1, 2024, between the Registrant, BCREI and Barclays Capital Holdings Inc.; and certain of the Mortgage Loans were acquired by the Registrant from Bank of Montreal (“BMO”) pursuant to the Mortgage Loan Purchase Agreement, attached hereto as Exhibit 99.5 and dated November 1, 2024, between the Registrant and BMO.

The assets of the Issuing Entity will include several Mortgage Loans each of which is a part of a Whole Loan. Each Whole Loan is governed by a co-lender, intercreditor or similar agreement (each, an “Intercreditor Agreement”) between the holders of the promissory notes comprising such Whole Loan, the terms of which are described under “Description of the Mortgage Pool—The Whole Loans” in the Prospectus described below. Each Intercreditor Agreement is attached as an exhibit hereto as described in the following table. Moreover, certain of

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such Whole Loans will not be serviced pursuant to the Pooling and Servicing Agreement but will instead be serviced pursuant to a different servicing agreement (each, a “Non-Serviced PSA”). Each such Non-Serviced PSA is attached as an exhibit hereto as described in the following table. For a description of the servicing of the affected Whole Loans under such Non-Serviced PSAs, see “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in the Prospectus described below.

Name of Mortgage Loan/Whole Loan Non-Serviced PSA (if any) Intercreditor Agreement
Colony Square 99.6(1) Exhibit 99.9
Prime Northeast Portfolio N/A Exhibit 99.10
Cortland West Champions N/A Exhibit 99.11
Atrium Hotel Portfolio 24 Pack 99.7 Exhibit 99.12
Atlanta Decorative Arts Center N/A Exhibit 99.13
International Plaza II 99.8 Exhibit 99.14
One Park Square N/A Exhibit 99.15

 

(1)The subject Whole Loan will be initially serviced under the related Non-Serviced PSA attached hereto as Exhibit 99.6, however, if the related controlling pari passu companion loan is included in a future securitization, the subject Whole Loan is expected to be serviced pursuant to the related Non-Serviced PSA for such securitization. Such Non-Serviced PSA will be identified and filed on a Form 8-K following such servicing shift securitization date.

The funds that will be used by the Registrant to pay the purchase price for the Mortgage Loans will be derived from the proceeds of (i) the sale of the Publicly Offered Certificates by the Registrant to the Underwriters, pursuant to the Underwriting Agreement, and (ii) the sale of the Privately Offered Certificates by the Registrant to the Initial Purchasers, pursuant to the Certificate Purchase Agreement. Only the Publicly Offered Certificates will be offered to the public. The Privately Offered Certificates will be sold and transferred 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 (the “Prospectus”), dated November 4, 2024 and filed with the Securities and Exchange Commission on November 5, 2024. 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.

The related registration statement (file no. 333-260277) was originally declared effective on February 28, 2022.

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Item 9.01. Financial Statements and Exhibits.     

 

(d) Exhibits:  
     
  1.1 Underwriting Agreement, dated as of November 1, 2024, between Deutsche Mortgage & Asset Receiving Corporation, German American Capital Corporation, Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Barclays Capital Inc., BMO Capital Markets Corp., AmeriVet Securities, Inc. and Drexel Hamilton, LLC.
     
  4.1 Pooling and Servicing Agreement, dated as of November 1, 2024, between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Computershare Trust Company, N.A., as trustee, certificate administrator, paying agent and custodian, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer.
     
  36.1 Depositor’s Certification for Shelf Offerings of Asset-Backed Securities in respect of that certain Prospectus dated November 4, 2024.
     
  99.1 Mortgage Loan Purchase Agreement, dated November 1, 2024, between Deutsche Mortgage & Asset Receiving Corporation and German American Capital Corporation.
     
  99.2 Mortgage Loan Purchase Agreement, dated November 1, 2024, between Deutsche Mortgage & Asset Receiving Corporation and Citi Real Estate Funding Inc.
     
  99.3 Mortgage Loan Purchase Agreement, dated November 1, 2024, between Deutsche Mortgage & Asset Receiving Corporation and Goldman Sachs Mortgage Company.
     
  99.4 Mortgage Loan Purchase Agreement, dated November 1, 2024, between Deutsche Mortgage & Asset Receiving Corporation, Barclays Capital Real Estate Inc. and Barclays Capital Holdings Inc.
     
  99.5 Mortgage Loan Purchase Agreement, dated November 1, 2024, between Deutsche Mortgage & Asset Receiving Corporation and Bank of Montreal.
     
  99.6 Pooling and Servicing Agreement, dated as of October 1, 2024, among BMO Commercial Mortgage Securities LLC, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Greystone Servicing Company LLC, as special servicer, BellOak, LLC, as operating advisor and as asset representations reviewer, Computershare Trust Company, National Association, as certificate administrator and Computershare Trust Company, National Association, as trustee.
     
  99.7 Trust and Servicing Agreement, dated as of October 23, 2024, between GS Mortgage Securities Corporation II, as depositor, Wells Fargo Bank, National Association, as servicer, CWCapital Asset Management LLC, as special servicer, Computershare Trust Company, National Association, as certificate administrator, custodian and trustee, and Pentalpha Surveillance LLC, as operating advisor.
     
  99.8 Pooling and Servicing Agreement, dated as of October 1, 2024, among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Computershare Trust Company, N.A., as certificate administrator and trustee, and BellOak, LLC, as operating advisor and as asset representations reviewer.
     
  99.9 Co-Lender Agreement, dated as of October 2, 2024, by and among Bank of Montreal, as initial holder of Note A-1, Note A-2, Note A-3, Note A-4, Note A-5 and Note A-16, Goldman Sachs Bank USA, as initial holder of Note A-6, Note A-7, Note A-8, Note A-9 and Note A-10 and German American Capital Corporation, as initial holder of Note A-11, Note A-12, Note A-13, Note A-14 and Note A-15, relating to the Colony Square Whole Loan.
     

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  99.10 Co-Lender Agreement, dated as of September 4, 2024, by and between Citi Real Estate Funding Inc., as initial holder of Note A-1-A, Citi Real Estate Funding Inc., as initial holder of Note A-1-B, Citi Real Estate Funding Inc., as initial holder of Note A-2 and Citi Real Estate Funding Inc., as initial holder of Note A-3, relating to the Prime Northeast Portfolio Whole Loan.
     
  99.11 Agreement Between Noteholders, dated as of October 10, 2024, by and between Goldman Sachs Bank USA, as initial holder of Note A-1, and Goldman Sachs Bank USA, as initial holder of Note A-2, relating to the Cortland West Champions Whole Loan.
     
  99.12 Co-Lender Agreement, dated as of October 7, 2024, by and among Goldman Sachs Bank USA, as initial holder of Note A-1-S1, Note A-1-C1, Note A-1-C2, Note A-1-C3 and Note B-1 and Wells Fargo Bank, National Association, as initial holder of Note A-2-S1, Note A-2-C1, Note A-2-C2 and Note B-2, relating to the Atrium Hotel Portfolio 24 Pack Whole Loan.
     
  99.13 Agreement Between Noteholders, dated as of October 4, 2024, by and between Citi Real Estate Funding Inc., as initial holder of Note A-1 and Wells Fargo Bank, National Association, as initial holder of Note A-2, relating to the Atlanta Decorative Arts Center Whole Loan.
     
  99.14 Co-Lender Agreement, dated as of September 24, 2024, by and between, JPMorgan Chase Bank, National Association, as initial holder of Note A-1 and Note A-2 and Goldman Sachs Bank USA, as initial holder of Note A-3, relating to the International Plaza II Whole Loan.
     
  99.15 Agreement Between Noteholders, dated as of October 10, 2024, by and between Goldman Sachs Bank USA, as initial holder of Note A-1, and Goldman Sachs Bank USA, as initial holder of Note A-2, relating to the One Park Square Whole Loan.

 

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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/ Matt Smith
      Name:  Matt Smith
      Title:    Director
       
       
    By: /s/ Robert-Christopher Jones  
      Name:  Robert-Christopher Jones
      Title:    Managing Director

 

 

  

 

Dated: November 5, 2024

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