0000914121-11-000164.txt : 20110801 0000914121-11-000164.hdr.sgml : 20110801 20110609181026 ACCESSION NUMBER: 0000914121-11-000164 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110609 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DEUTSCHE MORTGAGE & ASSET RECEIVING CORP CENTRAL INDEX KEY: 0001013454 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 043310019 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: ONE INTERNATIONAL PLACE STREET 2: ROOM 520 CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6179517690 MAIL ADDRESS: STREET 1: ONE INTERNATIONAL PLACE STREET 2: ROOM 608 CITY: BOSTON STATE: MA ZIP: 02110 CORRESP 1 filename1.htm dm23274545-corresp.htm
 
 June 9, 2011
 
 
Julie F. Rizzo, Esq.
Attorney-Advisor
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
 
Re:
Deutsche Mortgage & Asset Receiving Corporation
 
Registration Statement on Form S-3
 
Filed on February 9, 2011
Amendment No. 4 to Registration Statement on Form S-3
Filed on June 3, 2011 (File No. 333-172143)                                                                                     
 
Dear Ms. Rizzo:
 
We are counsel to Deutsche Mortgage & Asset Receiving Corporation (the “Registrant”) under the above-captioned registration statement (the “Registration Statement”).  We have reviewed Max Webb’s letter dated June 7, 2011 (the “Comment Letter”), transmitting comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) and have discussed the comment contained in the Comment Letter with various representatives of the Registrant.  Capitalized terms used herein without definition have the meanings given them in the base prospectus (the “Base Prospectus”) or form of prospectus supplement (the “Prospectus Supplement”) contained in Pre-Effective Amendment No. 5 to the Registration Statement (“Amendment No. 5”) submitted herewith.  Enclosed herewith are two courtesy copies of Amendment No. 5, both of which have been marked to show changes implemented in response to the requests of the Staff in the Comment Letter.
 
For your convenience, the Staff’s comments are repeated in italics below, followed by the Registrant’s responses.  References to page numbers in Amendment No. 5 are to the marked versions.
 
Prospectus Supplement
 
Risk Factors, page 31
 
Commercial Lending Is Dependent Upon Net Operating Income, page 34
 
1.  
We note the bracketed disclosure in the fourth full paragraph of this risk factor.  Please add bracketed disclosure to the Summary of the Prospectus Supplement and the Description of the Mortgage Pool sections to include data on the number of mortgage
 
 
 
 
 
Julie F. Rizzo, Esq.
United States Securities and Exchange Commission
June 9, 2011
Page 2
 
 
properties in the asset pool that are recently constructed or recently acquired properties that have no prior operating history or do not have any historical financial information and mortgage properties that were underwritten based on projections of future income to the extent such mortgage properties will be included in the asset pool.
 
The Staff’s requested change has been made on pages S-27 and S-110 of the Prospectus Supplement.
 
 
If you have any questions concerning the foregoing, please contact the undersigned.
 

 
 
Very truly yours,
 
 
/s/ Anna H. Glick, Esq.
 
Anna H. Glick, Esq.
 

 
cc:
Helaine Kaplan
 
(Deutsche Mortgage & Asset Receiving Corporation)

Kevin C. Blauch, Esq.
(Sidley Austin LLP)