UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
ABS-15G
ASSET-BACKED SECURITIZER
REPORT PURSUANT TO SECTION 15G OF
THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box to indicate the filing obligation to which this form is intended to satisfy:
____ Rule 15Ga-1 under the Exchange Act (17 CFR 240.15Ga-1) for the reporting period
____________________ to ____________________
Date of Report (Date of earliest event reported) ____________________
Commission File Number of securitizer: ____________________
Central Index Key Number of securitizer: ____________________
Name
and telephone number, including area code, of the person to contact in connection with this filing. |
Indicate by check mark whether the securitizer has no activity to report for the initial period pursuant to Rule 15Ga-1(c)(1) [ ]
Indicate by check mark whether the securitizer has no activity to report for the quarterly period pursuant to Rule 15Ga-1(c)(2)(i) [ ]
Indicate by check mark whether the securitizer has no activity to report for the annual period pursuant to Rule 15Ga-1(c)(2)(ii) [ ]
__X__ Rule 15Ga-2 under the Exchange Act (17 CFR 240.15Ga-2)
Central Index Key Number of depositor: 0001013454
DBWF 2016-85T Mortgage Trust |
(Exact name of issuing entity as specified in its charter) |
Central Index Key Number of issuing entity: 0001691314
Helaine M. Kaplan, (212) 250-5270 |
Name
and telephone number, including area code, of the person to contact in connection with this filing |
INFORMATION TO BE INCLUDED IN THE REPORT
PART II: FINDINGS AND CONCLUSIONS OF THIRD-PARTY DUE DILIGENCE REPORTS
Item 2.01 Findings and Conclusions of a Third Party Due Diligence Report Obtained by the Issuer
Attached as Exhibit 99.1 hereto is an agreed-upon procedures report, dated December 2, 2016, of KPMG LLP, obtained by the depositor, which report sets forth the findings and conclusions, as applicable, of KPMG LLP with respect to certain agreed-upon procedures performed by KPMG LLP.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the reporting entity has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Deutsche
Mortgage & Asset Receiving Corporation
(Depositor)
Date: December 2, 2016
/s/ Andrew Mullin
By: Andrew
Mullin, Director
(senior officer in charge of securitization of the depositor)
/s/ R. Christopher Jones
By: R.
Christopher Jones, Director
(senior officer in charge of securitization of the depositor)
EXHIBIT INDEX
Exhibit Number | Description |
Exhibit 99.1 | Independent Accountants’ Report on Applying Agreed-Upon Procedures, dated December 2, 2016 |
Exhibit 99.1
KPMG LLP 1676 International Drive McLean, VA 22102 |
Independent Accountants’ Report on Applying Agreed-Upon Procedures
German American Capital Corporation
Deutsche Mortgage & Asset Receiving Corporation (together, the “Company”)
Deutsche Bank Securities Inc.
Wells Fargo Bank, National Association
Wells Fargo Securities, LLC
(together with the Company, the “Specified Parties”)
Re: DBWF 2016-85T Mortgage Trust – Loan File Procedures
We have performed the procedures described below, which were agreed to by the Specified Parties, solely to assist the Specified Parties with certain information pertaining to the mortgage loan and the related mortgaged property which we were informed are intended to be included as collateral in the offering of the DBWF 2016-85T Mortgage Trust, Commercial Mortgage Pass-Through Certificates. This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. The sufficiency of these procedures is solely the responsibility of the Specified Parties. Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose.
Unless otherwise noted, the following definitions have been adopted in presenting our procedures and findings:
· | The term “compared” means compared to the information shown and found it to be in agreement, unless otherwise stated. Such compared information was deemed to be in agreement if differences were attributable to rounding. |
· | The term “recomputed” means recalculated and compared the results to the information shown and found it to be in agreement, unless otherwise stated. Such recomputed information was deemed to be in agreement if differences were attributable to rounding. |
· | The term “rounding” means that amounts and percentages were within $1.00 and 0.1%, respectively. |
· | The term “Data File” means the electronic data file provided to us by the Company on December 2, 2016 containing information with respect to one mortgage loan (“Mortgage Loan”) and the related mortgaged property (“Mortgaged Property”). |
· | The term “Cut-off Date” means the payment date in December, 2016, as provided by the Company. |
· | The term “Compared Attributes” means the list of fields in the Data File which were selected by the Company for us to perform procedures and listed in Attachment A. |
· | The term “Loan File” means the copies of source documents made available by the Company and listed in Attachment A. |
· | The term “Recomputed Attributes” means the list of fields in the Data File which were selected by the Company for us to perform recomputation procedures and listed in Attachment B. |
· | The term “Calculation Methodology” means the field listed in Attachment B containing the calculation methodologies for the Recomputed Attributes provided by the Company. |
· | The term “Instructions” means the instructions provided by the Company pertaining to a procedure, specific attribute, methodology or value and described in Attachment C. |
KPMG LLP is a Delaware limited liability partnership and the US member firm of KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. |
The Company is responsible for the information contained in the Data File.
We were instructed by the Company to perform the following agreed-upon procedures on the Mortgage Loan and related Mortgaged Property in the Data File.
A. | We compared the Compared Attributes in the Data File to the corresponding information set forth in the Loan File (subject to the Instructions). Where more than one document is indicated, we used the highest priority document that we could locate in the Loan File. The document priority is the order provided by the Company, which is summarized in Attachment A, with the highest priority document listed first. |
We found such information in the Data File to be in agreement.
B. | Using (i) certain information in the Data File, and (ii) the Calculation Methodology, we recomputed the Recomputed Attributes for the Mortgage Loan and related Mortgaged Property listed in the Data File and compared the results of our recomputations to the corresponding information contained in the Data File. |
We found such information in the Data File to be in agreement.
There were no conclusions that resulted from the procedures.
We were not engaged to, and did not conduct an audit, examination, or review, the objectives of which would be the expression of an opinion or conclusion on the Data File. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you.
The procedures performed were applied based on the methodologies, instructions and information provided to us by the Company, without verification or evaluation of such methodologies, instructions, documents, and information by us; therefore, we express no opinion or any other form of assurance regarding (i) the reasonableness of the methodologies, instructions, or information provided to us by the Company, (ii) the physical existence of the Mortgage Loan and Mortgaged Property, (iii) the reliability or accuracy of the documents furnished to us by the Company which were used in our procedures, (iv) the adequacy of the disclosures in the Data File, or as to whether any of the statements expressed therein omit any material facts, or (v) matters of legal interpretation.
The procedures performed were not intended to address, nor did they address: (i) the conformity of the origination of the Mortgage Loan to stated underwriting or credit extension guidelines, standards, criteria or other requirements, (ii) the value of collateral securing any such Mortgage Loan being securitized, (iii) the compliance of the originator of the Mortgage Loan with federal, state, and local laws and regulations, or (iv) any other factor or characteristic of the Mortgage Loan that would be material to the likelihood that the issuer of the asset-backed security will pay interest and principal in accordance with applicable terms and conditions. The procedures performed were not intended to satisfy any criteria for due diligence published by a nationally recognized statistical rating organization (“NRSRO”).
The terms of our engagement are such that we have no obligation to update this report because of events and transactions that may subsequently occur.
This report is intended solely for the information and use of the Specified Parties. It is not intended to be and should not be used by any other person or entity, including investors and NRSROs, who are not identified in the report as Specified Parties but who may have access to this report as required by law or regulation.
December 2, 2016
2 |
ATTACHMENT A
COMPARED ATTRIBUTES
Attribute | Source Document |
Loan Number | Provided by the Company |
Mortgage Loan Originator | Provided by the Company |
Mortgage Loan Seller | Provided by the Company |
Properties per Loan | Provided by the Company |
Property Name | Provided by the Company |
Address | Appraisal/Engineering Report |
City | Appraisal/Engineering Report |
County | Appraisal/Engineering Report |
State | Appraisal/Engineering Report |
Zip Code | Appraisal/USPS |
Property Type | Appraisal |
Property Sub-Type | Appraisal |
Year Built | Appraisal/Engineering Report |
Year Renovated | Appraisal/Engineering Report/CapEx Schedule |
Units/Rentable Square Ft. | Borrower Rent Roll/Underwritten Rent Roll/Lease |
Collateral Square Ft. | Borrower Rent Roll/Underwritten Rent Roll/Lease |
Primary Unit of Measure | Underwritten Rent Roll/Lease Agreement/Borrower Rent Roll |
Original First Mortgage Balance | Loan Agreement/Promissory Note/Deed of Trust/Mortgage |
Cut-off Date | Provided by the Company |
Cut-off First Mortgage Balance | Loan Agreement/Promissory Note/Deed of Trust/Mortgage |
Cut-off Trust Loan Amount | Loan Agreement/Promissory Note/Deed of Trust/Mortgage |
Cut-off Companion Loan Amount | Loan Agreement/Promissory Note/Deed of Trust/Mortgage |
Appraisal Value | Appraisal |
Date of Valuation | Appraisal |
Appraisal Value As Is/ Stabilized | Appraisal |
FIRREA Eligible (Yes/No) | Appraisal |
Note Date | Loan Agreement/Promissory Note/Deed of Trust/Mortgage |
First Payment Date | Loan Agreement/Promissory Note/Deed of Trust/Mortgage |
Interest Rate | Loan Agreement/Promissory Note/Deed of Trust/Mortgage/Note Splitter Agreement |
A-1 |
Attribute | Source Document |
Interest Calculation (30/360 / Actual/360) | Loan Agreement |
Grace Period (Default) | Loan Agreement/Promissory Note/Deed of Trust/Mortgage |
Grace Period (Late Fee) | Loan Agreement/Promissory Note/Deed of Trust/Mortgage |
Payment Day | Loan Agreement/Promissory Note/Deed of Trust/Mortgage |
Original Amort. Term (Months) | Loan Agreement/Promissory Note/Deed of Trust/Mortgage |
Original Interest Only Period (Months) | Loan Agreement |
Maturity Date | Loan Agreement/Promissory Note/Deed of Trust/Mortgage |
ARD (Yes/No) | Loan Agreement/Promissory Note/Deed of Trust/Mortgage |
LockBox Type | Loan Agreement/Promissory Note/Cash Management Agreement/Lockbox Agreement |
Cash Management | Loan Agreement/Promissory Note/Cash Management Agreement/Lockbox Agreement |
Excess Cash Trap Trigger | Loan Agreement/Promissory Note/Cash Management Agreement/Lockbox Agreement |
Prepayment Provision | Loan Agreement/Promissory Note/Deed of Trust/Mortgage |
Lockout Expiration Date | Loan Agreement/Promissory Note/Deed of Trust/Mortgage |
Amortization Type | Loan Agreement/Promissory Note/Deed of Trust/Mortgage |
Lien Position | Proforma Title Policy/Title Policy/Escrow Instruction Letter |
Ownership Interest | Proforma Title Policy/Title Policy/Escrow Instruction Letter |
Ground Lease Expiration Date | Proforma Title Policy/Title Policy/Ground Lease |
Ground Lease Extension Options | Proforma Title Policy/Title Policy/Ground Lease |
Existing Additional Debt (Yes/No) | Note Splitter Agreement/Loan Agreement/Promissory Note |
Existing Additional Debt Amount | Note Splitter Agreement/Loan Agreement/Promissory Note |
Existing Additional Debt Description | Mezzanine Loan Agreement/Intercreditor Agreement/Subordinate Notes |
Future Additional Debt Permitted (Yes/No) | Loan Agreement/Promissory Note/Deed of Trust/Mortgage |
Future Additional Debt Type | Loan Agreement/Promissory Note/Deed of Trust/Mortgage |
Future Additional Debt Description | Loan Agreement/Promissory Note/Deed of Trust/Mortgage |
Partial Prepay Allowed (Yes/No) | Loan Agreement/Promissory Note/Deed of Trust/Mortgage |
Partial Prepayment Description | Loan Agreement/Promissory Note/Deed of Trust/Mortgage |
2011 Occupancy | Borrower Rent Roll/Underwritten Rent Roll/Travel Research Report/Historical Occupancy |
A-2 |
Attribute | Source Document |
2011 Occupancy Date | Borrower Rent Roll/Underwritten Rent Roll/Travel Research Report/Historical Occupancy |
2012 Occupancy | Borrower Rent Roll/Underwritten Rent Roll/Travel Research Report/Historical Occupancy |
2012 Occupancy Date | Borrower Rent Roll/Underwritten Rent Roll/Travel Research Report/Historical Occupancy |
2013 Occupancy | Borrower Rent Roll/Underwritten Rent Roll/Travel Research Report/Historical Occupancy |
2013 Occupancy Date | Borrower Rent Roll/Underwritten Rent Roll/Travel Research Report/Historical Occupancy |
2014 Occupancy | Borrower Rent Roll/Underwritten Rent Roll/Travel Research Report/Historical Occupancy |
2014 Occupancy Date | Borrower Rent Roll/Underwritten Rent Roll/Travel Research Report/Historical Occupancy |
2015 Occupancy | Borrower Rent Roll/Underwritten Rent Roll/Travel Research Report/Historical Occupancy |
2015 Occupancy Date | Borrower Rent Roll/Underwritten Rent Roll/Travel Research Report/Historical Occupancy |
Most Recent Physical Occupancy | Borrower Rent Roll/Underwritten Rent Roll/Travel Research Report |
Most Recent Rent Roll/Census Date | Borrower Rent Roll/Underwritten Rent Roll/Travel Research Report |
Major Tenant Name # 1 | Underwritten Rent Roll/Lease Agreement/Borrower Rent Roll |
Major Tenant Sq. Ft. # 1 | Underwritten Rent Roll/Lease Agreement/Borrower Rent Roll |
Major Tenant Lease Expiration Date # 1 | Underwritten Rent Roll/Lease Agreement/Borrower Rent Roll |
Major Tenant Name # 2 | Underwritten Rent Roll/Lease Agreement/Borrower Rent Roll |
Major Tenant Sq. Ft. # 2 | Underwritten Rent Roll/Lease Agreement/Borrower Rent Roll |
Major Tenant Lease Expiration Date # 2 | Underwritten Rent Roll/Lease Agreement/Borrower Rent Roll |
Major Tenant Name # 3 | Underwritten Rent Roll/Lease Agreement/Borrower Rent Roll |
Major Tenant Sq. Ft. # 3 | Underwritten Rent Roll/Lease Agreement/Borrower Rent Roll |
Major Tenant Lease Expiration Date # 3 | Underwritten Rent Roll/Lease Agreement/Borrower Rent Roll |
Major Tenant Name # 4 | Underwritten Rent Roll/Lease Agreement/Borrower Rent Roll |
Major Tenant Sq. Ft. # 4 | Underwritten Rent Roll/Lease Agreement/Borrower Rent Roll |
Major Tenant Lease Expiration Date # 4 | Underwritten Rent Roll/Lease Agreement/Borrower Rent Roll |
2015 Operating Stmt Date | Underwritten Financial Schedule |
2015 EGI | Underwritten Financial Schedule |
2015 Expenses | Underwritten Financial Schedule |
2015 NOI | Underwritten Financial Schedule |
A-3 |
Attribute | Source Document |
2015 Total Capital Items | Underwritten Financial Schedule |
2015 NCF | Underwritten Financial Schedule |
2014 Operating Stmt Date | Underwritten Financial Schedule |
2014 EGI | Underwritten Financial Schedule |
2014 Expenses | Underwritten Financial Schedule |
2014 NOI | Underwritten Financial Schedule |
2014 Total Capital Items | Underwritten Financial Schedule |
2014 NCF | Underwritten Financial Schedule |
2013 Operating Stmt Date | Underwritten Financial Schedule |
2013 EGI | Underwritten Financial Schedule |
2013 Expenses | Underwritten Financial Schedule |
2013 NOI | Underwritten Financial Schedule |
2013 Total Capital Items | Underwritten Financial Schedule |
2013 NCF | Underwritten Financial Schedule |
2012 Operating Stmt Date | Underwritten Financial Schedule |
2012 EGI | Underwritten Financial Schedule |
2012 Expenses | Underwritten Financial Schedule |
2012 NOI | Underwritten Financial Schedule |
2012 Total Capital Items | Underwritten Financial Schedule |
2012 NCF | Underwritten Financial Schedule |
2011 Operating Stmt Date | Underwritten Financial Schedule |
2011 EGI | Underwritten Financial Schedule |
2011 Expenses | Underwritten Financial Schedule |
2011 NOI | Underwritten Financial Schedule |
2011 Total Capital Items | Underwritten Financial Schedule |
2011 NCF | Underwritten Financial Schedule |
UW EGI | Underwritten Financial Schedule |
UW Expenses | Underwritten Financial Schedule |
UW NOI | Underwritten Financial Schedule |
UW Replacement Reserves | Underwritten Financial Schedule |
UW TI/LC | Underwritten Financial Schedule |
UW NCF | Underwritten Financial Schedule |
A-4 |
Attribute | Source Document |
UW Vacancy | Underwritten Financial Schedule |
Replacement Reserve taken at Closing | Closing Statement/Loan Agreement/Reserve Agreement/Mortgage |
Monthly Replacement Reserve | Closing Statement/Loan Agreement/Reserve Agreement/Mortgage |
TI/LC taken at Closing | Closing Statement/Loan Agreement/Reserve Agreement/Mortgage |
Monthly TI/LC | Closing Statement/Loan Agreement/Reserve Agreement/Mortgage |
Tax at Closing | Closing Statement/Loan Agreement/Reserve Agreement/Mortgage |
Monthly Tax Constant / Escrow | Closing Statement/Loan Agreement/Reserve Agreement/Mortgage/Escrow Analysis |
Insurance at Closing | Closing Statement/Loan Agreement/Reserve Agreement/Mortgage |
Monthly Insurance Constant / Escrow | Closing Statement/Loan Agreement/Reserve Agreement/Mortgage/Escrow Analysis |
Engineering Reserve taken at Closing | Closing Statement/Loan Agreement/Reserve Agreement/Mortgage |
Other Reserve | Closing Statement/Loan Agreement/Reserve Agreement/Mortgage |
Description Other Reserve | Closing Statement/Loan Agreement/Reserve Agreement/Mortgage |
Borrower | Loan Agreement/Promissory Note/Deed of Trust/Mortgage |
Related Principal | Provided by the Company |
Sponsor | Guaranty of Recourse Obligations |
Earthquake Insurance (Y/N) | Insurance Certificate/Insurance Review |
Terrorism Insurance (Y/N) | Insurance Certificate/Insurance Review |
Windstorm Insurance (Y/N) | Insurance Certificate/Insurance Review |
Environmental Insurance (Y/N) | Insurance Certificate/Insurance Review |
Date of Engineering Report | Engineering Report |
Date of Phase I Report | Environmental Report |
Date of Phase II Report (if applicable) | Environmental Report |
Date of Seismic Report | Seismic Report |
PML (%) | Seismic Report |
SPE | Loan Agreement/Promissory Note/Deed of Trust/Mortgage |
Single Tenant (Yes/No) | Borrower Rent Roll/Underwritten Rent Roll |
Guarantor | Guaranty of Recourse Obligations |
Property Manager | Management Agreement |
TIC | Loan Agreement/Promissory Note/Deed of Trust/Mortgage |
A-5 |
Attribute | Source Document |
Loan Purpose | Closing Statement/Loan Agreement |
Assumption Fee | Loan Agreement/Promissory Note/Deed of Trust/Mortgage |
Letter of Credit | Loan Agreement/Letter of Credit |
Earnout/Holdback | Closing Statement/Loan Agreement/Promissory Note/Reserve Agreement |
Earnout/Holdback Description | Closing Statement/Loan Agreement/Promissory Note/Reserve Agreement |
Sub Serviced (Y/N) | Provided by the Company |
Sub Servicer Name | Provided by the Company |
Sub Servicer Fee Rate | Provided by the Company |
Master | Provided by the Company |
Primary | Provided by the Company |
Cert Admin Fee Rate | Provided by the Company |
CREFC Fee Rate | Provided by the Company |
Directs Investment (Borrower or Lender) | Closing Statement/Loan Agreement/Promissory Note/Reserve Agreement |
RE Tax | Closing Statement/Loan Agreement/Promissory Note/Reserve Agreement |
Insurance | Closing Statement/Loan Agreement/Promissory Note/Reserve Agreement |
Replacement Reserves | Closing Statement/Loan Agreement/Promissory Note/Reserve Agreement |
TI/LC | Closing Statement/Loan Agreement/Promissory Note/Reserve Agreement |
Immediate Repairs | Closing Statement/Loan Agreement/Promissory Note/Reserve Agreement |
Other Escrows | Closing Statement/Loan Agreement/Promissory Note/Reserve Agreement |
A-6 |
ATTACHMENT B
RECOMPUTED ATTRIBUTES
Attribute | Calculation Methodology |
Cut-off Balance per Unit | Cut-off First Mortgage Balance divided by Units/Rentable Square Ft. |
% of Total Cut-off Date Pool Balance | Cut-off First Mortgage Balance divided by the aggregate Cut-off First Mortgage Balance of all Mortgage Loans |
LTV at Cut-off | Cut-off First Mortgage Balance divided by Appraisal Value. |
First Mortgage Maturity Balance | With respect to the full term interest-only Mortgage Loan, set the First Mortgage Maturity Balance equal to the Original First Mortgage Balance. Assume all scheduled payments of principal and/or interest on the Mortgage Loan are made and that there are no prepayments or other unscheduled collections. |
LTV at Maturity | First Mortgage Maturity Balance divided by Appraisal Value. |
U/W NOI Debt Yield | UW NOI divided by Cut-off First Mortgage Balance |
U/W NCF Debt Yield | UW NCF divided by Cut-off First Mortgage Balance |
Average Monthly Debt Service Payment | Recompute as one twelfth of the product of (i) Original Balance ($), (ii) Mortgage Loan Rate (%), and (iii) a fraction equal to 365/360 for the Mortgage Loan with an Amortization Type of “Interest Only”. |
Original Balloon Term (Months) | Number of payments between and including the Maturity Date and the First Payment Date |
Seasoning as of Cut-off Date (Months) | Number of payments between and including the First Payment Date and the Cut-off Date |
Remaining Term to Amortization (Months) | Original Amort. Term (Months) minus Seasoning as of the Cut-off Date (Months) |
Remaining Term to Maturity (Months) | Original Balloon Term (Months) minus Seasoning as of the Cut-off Date (Months) |
Rem IO Period | Original Interest Only Period (Months) minus Seasoning as of the Cut-off Date (Months) |
Major % of Sq. Ft. # 1 | Major Tenant Sq. Ft. # 1 divided by Units/Rentable Square Ft. |
Major % of Sq. Ft. # 2 | Major Tenant Sq. Ft. # 2 divided by Units/Rentable Square Ft. |
Major % of Sq. Ft. # 3 | Major Tenant Sq. Ft. # 3 divided by Units/Rentable Square Ft. |
Major % of Sq. Ft. # 4 | Major Tenant Sq. Ft. # 4 divided by Units/Rentable Square Ft. |
B-1 |
Attribute | Calculation Methodology |
UW NCF DSCR (Current) | UW NCF divided by “annual" Average Monthly Debt Service Payment. |
UW NCF DSCR (After IO Period) | UW NCF divided by "annual" Average Monthly Debt Service Payment. |
UW NOI DSCR (Current) | UW NOI divided by “annual" Average Monthly Debt Service Payment. |
UW NOI DSCR (After IO Period) | UW NOI divided by "annual" Average Monthly Debt Service Payment. |
Admin Fee Rate | The sum of Sub Servicer Fee Rate, Master, Primary, Cert Admin Fee Rate, CREFC Fee Rate. |
B-2 |
ATTACHMENT C
INSTRUCTIONS
1. | For those Compared Attributes with the Source Document indicated as “Provided by the Company”, we were instructed by the Company to assume the attribute is accurate and not perform any procedure. |
C-1 |