dm20140129-8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

February 5, 2014

Date of Report (Date of Earliest Event Reported)

COMM 2013-CCRE11 Mortgage Trust

(Exact name of issuing entity)

German American Capital Corporation

(Exact name of sponsor as specified in its charter)

Cantor Commercial Real Estate Lending, L.P.

(Exact name of sponsor as specified in its charter)

Deutsche Mortgage & Asset Receiving Corporation

(Exact name of registrant as specified in its charter)

New York	333-184376-08	Lower Tier REMIC 46-3786894 Upper Tier REMIC 46-3907745 Grantor Trust 46-7075966
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation or organization of the issuing entity)	File Number of issuing entity)	Identification No.)

1761 East St. Andrew Place

Santa Ana CA

(Address of principal executive offices of the issuing entity)

(212) 250-2500

Registrant’s telephone number, including area code

Former name or former address, if changed since last report: Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On October 8, 2013, Deutsche Mortgage & Asset Receiving Corporation (the “Registrant”) caused the issuance, pursuant to a Pooling and Servicing Agreement, dated as of October 1, 2013 (the “Pooling and Servicing Agreement”), among the Registrant, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Situs Holdings, LLC, as special servicer, Park Bridge Lender Services LLC, as operating advisor, U.S. Bank National Association, as trustee, and Deutsche Bank Trust Company Americas, as certificate administrator, paying agent and custodian, of the COMM 2013-CCRE11 Mortgage Trust Commercial Mortgage Pass-Through Certificates (the “Certificates”).

The Certificates represent, in the aggregate, the entire beneficial ownership in the COMM 2013-CCRE11 Mortgage Trust (the “Issuing Entity”), a common law trust fund formed under the laws of the State of New York pursuant to the Pooling and Servicing Agreement. The assets of the Issuing Entity consist primarily of 46 fixed-rate mortgage loans (the “Mortgage Loans”) secured by first liens on 82 commercial, multifamily and manufactured housing community properties.

The Mortgage Loan identified as “One Wilshire” on Exhibit B to the Pooling and Servicing Agreement (the “One Wilshire Mortgage Loan”), which is an asset of the Issuing Entity, is part of a loan combination (the “One Wilshire Loan Combination”) that includes the One Wilshire Mortgage Loan and one other pari passu loan which is not an asset of the Issuing Entity (the “One Wilshire Pari Passu Companion Loan”). The One Wilshire Loan Combination, including the One Wilshire Mortgage Loan, is being serviced and administered under the pooling and servicing agreement, dated as of August 1, 2013 (the “CCRE10 Pooling and Servicing Agreement”), among the Registrant, as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Park Bridge Lender Services LLC, as operating advisor, U.S. Bank National Association, as trustee, and Wells Fargo Bank, National Association, as certificate administrator, paying agent and custodian relating to the COMM 2013-CCRE10 Mortgage Trust securitization transaction into which the One Wilshire Pari Passu Companion Loan was deposited. The CCRE10 Pooling and Servicing Agreement is attached hereto as Exhibit 4.1.

As disclosed in the Prospectus Supplement filed by the Issuing Entity pursuant to Rule 424(b)(5) with respect to the Certificates on October 8, 2013 (the “Prospectus Supplement”), the terms and conditions of the CCRE10 Pooling and Servicing Agreement applicable to the servicing of the One Wilshire Mortgage Loan are substantially similar (except as noted in the Prospectus Supplement) to the terms and conditions of the Pooling and Servicing Agreement, as described under “The Pooling and Servicing Agreement” in the Prospectus Supplement, applicable to the servicing of the Mortgage Loans (other than the One Wilshire Mortgage Loan and, after the closing of the securitization of the Miracle Mile Shops Pari Passu Companion Loan A-1 (as defined below), the Miracle Mile Shops Mortgage Loan).

The Mortgage Loan identified as “Miracle Mile Shops” on Exhibit B to the Pooling and Servicing Agreement (the “Miracle Mile Shops Mortgage Loan”), which is an asset of the Issuing Entity, is part of a loan combination (the “Miracle Mile Shops Loan Combination”) that includes the Miracle Mile Shops Mortgage Loan and five other pari passu loans which are not assets of the Issuing Entity (the “Miracle Mile Shops Pari Passu Companion Loans”). The transaction documents provide that the Miracle Mile Shops Loan Combination, including the Miracle Mile Shops Mortgage Loan, is to be serviced and administered (i) until the securitization of the Miracle Mile Shops Pari Passu Companion Loan evidenced by promissory note A-1 (the “Miracle Mile Shops Pari Passu Companion Loan A-1”), under the Pooling

and Servicing Agreement, and (ii) upon the securitization of the Miracle Mile Shops Pari Passu Companion Loan A-1, under the pooling and servicing agreement entered into in connection with that securitization. The closing date of the securitization of the Miracle Mile Shops Pari Passu Companion Loan A-1 occurred on November 7, 2013. In connection with that securitization, the Pooling and Servicing Agreement, dated as of November 1, 2013 (the “CCRE12 Pooling and Servicing Agreement”) relating to the issuance of the COMM 2013-CCRE12 Mortgage Trust Commercial Mortgage Pass-Through Certificates was entered into among the Registrant, as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Park Bridge Lender Services LLC, as operating advisor, U.S. Bank National Association, as trustee, and Wells Fargo Bank, National Association, as certificate administrator, paying agent and custodian. Attached hereto as Exhibit 4.2 is the CCRE12 Pooling and Servicing Agreement.

As disclosed in the Prospectus Supplement, the terms and conditions of the CCRE12 Pooling and Servicing Agreement applicable to the servicing of the Miracle Mile Shops Mortgage Loan are substantially similar (except as noted in the Prospectus Supplement) to the terms and conditions of the Pooling and Servicing Agreement, as described under “The Pooling and Servicing Agreement” in the Prospectus Supplement, applicable to the servicing of the Mortgage Loans (other than the One Wilshire Mortgage Loan and, after the closing of the securitization of the Miracle Mile Shops Pari Passu Companion Loan A-1, the Miracle Mile Shops Mortgage Loan).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 4.1

Pooling and Servicing Agreement, dated as of August 1, 2013, among Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Park Bridge Lender Services LLC, as operating advisor, U.S. Bank National Association, as trustee, and Wells Fargo Bank, National Association, as certificate administrator, paying agent and custodian relating to the COMM 2013-CCRE10 Mortgage Trust Commercial Mortgage Pass-Through Certificates.

Exhibit 4.2

Pooling and Servicing Agreement, dated as of November 1, 2013, among Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Park Bridge Lender Services LLC, as operating advisor, U.S. Bank National Association, as trustee, and Wells Fargo Bank, National Association, as certificate administrator, paying agent and custodian relating to the COMM 2013-CCRE12 Mortgage Trust Commercial Mortgage Pass-Through Certificates.

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
	(Registrant)
Date: February 5, 2014
	By:	/s/ Helaine Kaplan
		Name: Helaine Kaplan
		Title: President


	By:	/s/ Natalie Grainger
		Name: Natalie Grainger
		Title: Vice President

INDEX TO EXHIBITS

Item 601(a) of Regulation S-K Exhibit No.	Description	Paper (P) or Electronic (E)

4.1	Pooling and Servicing Agreement, dated as of August 1, 2013, among Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Park Bridge Lender Services LLC, as operating advisor, U.S. Bank National Association, as trustee, and Wells Fargo Bank, National Association, as certificate administrator, paying agent and custodian relating to the COMM 2013-CCRE10 Mortgage Trust Commercial Mortgage Pass-Through Certificates.	(E)
4.2	Pooling and Servicing Agreement, dated as of November 1, 2013, among Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Park Bridge Lender Services LLC, as operating advisor, U.S. Bank National Association, as trustee, and Wells Fargo Bank, National Association, as certificate administrator, paying agent and custodian relating to the COMM 2013-CCRE12 Mortgage Trust Commercial Mortgage Pass-Through Certificates.	(E)