424H 1 n615_x7.htm SUPPLEMENT NO. 1 TO PRELIMINARY PROSPECTUS

 

    FILED PURSUANT TO RULE 424(h)
    REGISTRATION FILE NO.: 333-206705-02
     

 

February 29, 2016

SUPPLEMENT NO. 1 TO PRELIMINARY PROSPECTUS

 

$697,358,000 (Approximate)

COMM 2016-DC2 Mortgage Trust

(Central Index Key Number 0001663244)

Issuing Entity

Deutsche Mortgage & Asset Receiving Corporation

(Central Index Key Number 0001013454)

Depositor

German American Capital Corporation

(Central Index Key Number 0001541294)

KeyBank National Association

(Central Index Key Number 0001089877)

Jefferies LoanCore LLC

(Central Index Key Number 0001555524)

Sponsors and Mortgage Loan Sellers

COMM 2016-DC2 Mortgage Trust
Commercial Mortgage Pass-Through Certificates, Series 2016-DC2

  Deutsche Bank Securities  
  Lead Manager and Sole Bookrunner  
KeyBanc Capital Markets Academy Securities Jefferies
  Co-Managers  

This Supplement No. 1 to Preliminary Prospectus, dated February 29, 2016 (this “Supplement”), relates to the offering of COMM 2016-DC2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-DC2 (collectively, the “Offered Certificates”) and clarifies, updates or adds the following information to the Preliminary Prospectus, dated February 22, 2016 and filed with the Securities and Exchange Commission under accession number 0001539497-16-002533 (the “Preliminary Prospectus”; capitalized terms not defined herein are used as defined in the Preliminary Prospectus):

1.     The approximate initial class certificate balance of the Class A-4 certificates is changed from “$165,000,000” to “$200,000,000”, and the weighted average life (yrs.) for the Class A-4 certificates is changed from “9.63” to “9.64”.

2.     The approximate initial class certificate balance of the Class A-5 certificates is changed from “$283,192,000” to “$248,192,000”.

3.     The chart set forth under “Yield and Maturity Considerations—Weighted Average Life” relating to the Class A-4 certificates is deleted in its entirety and replaced with the following:

Percent of the Initial Certificate Balance
of the Class A-4 Certificates at the Respective CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance
and Prepayment Premium—Otherwise as Indicated CPR

Distribution Date

0% CPR

25% CPR

50% CPR

75% CPR

100% CPR

Initial Percentage 100% 100% 100% 100% 100%
March 2017      100% 100% 100% 100% 100%
March 2018 100% 100% 100% 100% 100%
March 2019 100% 100% 100% 100% 100%
March 2020 100% 100% 100% 100% 100%
March 2021 100% 100% 100% 100% 100%
March 2022 100% 100% 100% 100% 100%
March 2023 100% 100% 100% 100% 100%
March 2024 100% 100% 100% 100% 100%
March 2025 100% 100% 100% 100% 100%
March 2026 and thereafter 0% 0% 0% 0% 0%
Weighted Average Life (years)(1) 9.64 9.60 9.55 9.49 9.32
 
(1)The weighted average life of the Class A-4 certificates is determined by (a) multiplying the amount of each principal distribution on it by the number of years from the date of issuance of the Class A-4 certificates to the related Distribution Date, (b) summing the results and (c) dividing the sum by the aggregate amount of the reductions in the principal balance of the Class A-4 certificates.

 

   
   

4.     The chart set forth under “Yield and Maturity Considerations—Weighted Average Life” relating to the Class A-5 certificates is deleted in its entirety and replaced with the following:

Percent of the Initial Certificate Balance
of the Class A-5 Certificates at the Respective CPRs
0% CPR During Lock-Out, Defeasance, Yield Maintenance
and Prepayment Premium—Otherwise as Indicated CPR

Distribution Date

0% CPR

25% CPR

50% CPR

75% CPR

100% CPR

Initial Percentage 100% 100% 100% 100% 100%
March 2017 100% 100% 100% 100% 100%
March 2018 100% 100% 100% 100% 100%
March 2019 100% 100% 100% 100% 100%
March 2020 100% 100% 100% 100% 100%
March 2021 100% 100% 100% 100% 100%
March 2022 100% 100% 100% 100% 100%
March 2023 100% 100% 100% 100% 100%
March 2024 100% 100% 100% 100% 100%
March 2025 100% 100% 100% 100% 100%
March 2026 and thereafter 0% 0% 0% 0% 0%
Weighted Average Life (years)(1) 9.75 9.75 9.74 9.71 9.46
 
(1)The weighted average life of the Class A-5 certificates is determined by (a) multiplying the amount of each principal distribution on it by the number of years from the date of issuance of the Class A-5 certificates to the related Distribution Date, (b) summing the results and (c) dividing the sum by the aggregate amount of the reductions in the principal balance of the Class A-5 certificates.

 

Except as modified above, the Preliminary Prospectus remains unmodified.

This Supplement is not an offer to sell or a solicitation of an offer to buy these securities in any state where such offer, solicitation or sale is not permitted.

The information in this Supplement, if conveyed prior to the time of your contractual commitment to purchase any of the Offered Certificates, supersedes any conflicting information contained in the Preliminary Prospectus, the term sheet and any other prior similar materials relating to the Offered Certificates. The information in this Supplement may be amended or supplemented. This Supplement is being delivered to you solely to provide you with information about the offering of the Offered Certificates referred to in this Supplement and to solicit an offer to purchase the Offered Certificates, when, as and if issued. Any such offer to purchase made by you will not constitute a contractual commitment by you to purchase or give rise to an obligation by the underwriters to sell any of the Offered Certificates until the underwriters have accepted your offer to purchase Offered Certificates; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.

__________________

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Supplement is truthful or complete. Any representation to the contrary is a criminal offense.

THE INFORMATION IN THIS SUPPLEMENT IS PRELIMINARY AND MAY BE SUPPLEMENTED OR AMENDED PRIOR TO THE TIME OF SALE. PROSPECTIVE INVESTORS SHOULD UNDERSTAND THAT, WHEN CONSIDERING THE PURCHASE OF THE OFFERED CERTIFICATES, THE TIME OF SALE WILL COME INTO BEING NO SOONER THAN THE DATE ON WHICH THE RELEVANT CLASS OF CERTIFICATES HAS BEEN PRICED, THE INVESTOR HAS OTHERWISE TAKEN ALL ACTIONS THE INVESTOR MUST TAKE TO BECOME COMMITTED TO PURCHASE THE OFFERED CERTIFICATES, AND THE INVESTOR HAS THEREFORE ENTERED INTO A CONTRACT OF SALE; ANY “INDICATIONS OF INTEREST” EXPRESSED BY ANY PROSPECTIVE INVESTOR, AND ANY “SOFT CIRCLES” GENERATED BY THE UNDERWRITERS, WILL NOT CREATE BINDING CONTRACTUAL OBLIGATIONS FOR SUCH PROSPECTIVE INVESTORS, ON THE ONE HAND, OR THE UNDERWRITERS, THE DEPOSITOR OR ANY OF THEIR RESPECTIVE AGENTS OR AFFILIATES, ON THE OTHER HAND.

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IN ADDITION, THE OFFERED CERTIFICATES REFERRED TO IN THIS SUPPLEMENT, AND THE ASSET POOL BACKING THEM, ARE SUBJECT TO MODIFICATION OR REVISION (INCLUDING THE POSSIBILITY THAT ONE OR MORE CLASSES OF CERTIFICATES MAY BE SPLIT, COMBINED OR ELIMINATED) AT ANY TIME PRIOR TO ISSUANCE, AND ARE OFFERED ON A “WHEN, AS AND IF ISSUED” BASIS.

AS A RESULT OF THE FOREGOING, A PROSPECTIVE INVESTOR MAY COMMIT TO PURCHASE CERTIFICATES THAT HAVE CHARACTERISTICS THAT MAY CHANGE, AND EACH PROSPECTIVE INVESTOR IS ADVISED THAT ALL OR A PORTION OF THE CERTIFICATES REFERRED TO IN THESE MATERIALS MAY BE ISSUED WITHOUT ALL OR CERTAIN OF THE CHARACTERISTICS DESCRIBED IN THIS SUPPLEMENT OR MAY BE ISSUED WITH CHARACTERISTICS THAT DIFFER FROM THE CHARACTERISTICS DESCRIBED IN THESE MATERIALS. THE UNDERWRITERS’ OBLIGATIONS TO SELL OFFERED CERTIFICATES TO YOU IS CONDITIONED ON THE OFFERED CERTIFICATES THAT ARE ACTUALLY ISSUED AND THE TRANSACTION HAVING THE CHARACTERISTICS DESCRIBED IN THESE MATERIALS. IF THE UNDERWRITERS DETERMINE THAT A CONDITION IS NOT SATISFIED IN ANY MATERIAL RESPECT, YOU WILL BE NOTIFIED, AND NEITHER THE DEPOSITOR NOR ANY UNDERWRITER WILL HAVE ANY OBLIGATION TO YOU TO DELIVER ANY PORTION OF THE OFFERED CERTIFICATES WHICH YOU HAVE COMMITTED TO PURCHASE, AND THERE WILL BE NO LIABILITY BETWEEN THE UNDERWRITERS, THE DEPOSITOR OR ANY OF THEIR RESPECTIVE AGENTS OR AFFILIATES, ON THE ONE HAND, AND YOU, ON THE OTHER HAND, AS A CONSEQUENCE OF THE NON-DELIVERY.

THE UNDERWRITERS DESCRIBED IN THESE MATERIALS MAY FROM TIME TO TIME PERFORM INVESTMENT BANKING SERVICES FOR, OR SOLICIT INVESTMENT BANKING BUSINESS FROM, ANY COMPANY NAMED IN THESE MATERIALS. THE UNDERWRITERS AND/OR THEIR RESPECTIVE EMPLOYEES MAY FROM TIME TO TIME HAVE A LONG OR SHORT POSITION IN ANY SECURITY OR CONTRACT DISCUSSED IN THESE MATERIALS.

THE INFORMATION CONTAINED IN THIS SUPPLEMENT SUPERSEDES ANY PREVIOUS SUCH INFORMATION DELIVERED TO ANY PROSPECTIVE INVESTOR AND WILL BE SUPERSEDED BY INFORMATION DELIVERED TO SUCH PROSPECTIVE INVESTOR PRIOR TO THE TIME OF SALE.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

 

 

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