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
COMM 2017-PANW Mortgage Trust |
(Exact name of issuing entity as specified in its charter) |
Central Index Key Number of issuing entity: 0001716604
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 October 13, 2017, 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: October 13, 2017
/s/ Helaine Kaplan
By: Helaine Kaplan, Managing Director
(senior officer in charge of securitization of the depositor)
/s/ Matt Smith
By: Matt Smith, 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 October 13, 2017 |
Exhibit 99.1
KPMG LLP 1676
International Drive |
Independent Accountants’ Report on Applying Agreed-Upon Procedures
German American Capital Corporation (the “Company”)
Deutsche Mortgage & Asset Receiving Corporation
Deutsche Bank Securities Inc.
(together with the Company, the “Specified Parties”)
Re: COMM 2017-PANW Mortgage Trust – Loan File Procedures
We have performed the procedures described below, which were agreed to by the Specified Parties, on specific attributes identified by the Company contained in an electronic data file entitled “COMM 2017-PANW_Tape_10-13-2017.xlsm” (“Data File”) provided on October 13, 2017 containing information with respect to one mortgage loan (“Mortgage Loan”) and one related mortgaged property (“Mortgaged Property”) which we were informed are to be included as collateral in the offering of the COMM 2017-PANW Mortgage Trust, Commercial Mortgage Pass-Through Certificates. 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 dollar amounts and percentages were within $1.00 and 0.1%, respectively. |
● | The term “Cut-Off Date” means the payment date in October 2017, 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 methodology for the Recomputed Attributes provided by the Company. |
● | The term “Instructions” means the instructions provided by the Company pertaining to a specific attribute, methodology, or value and described in Attachment C. |
The Company is responsible for the specified attributes identified by the Company in the Data File.
KPMG
LLP is a Delaware limited liability partnership and the US member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. |
We were instructed by the Company to perform the agreed-upon procedures on the Mortgage Loan and the 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 was 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 on 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 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.
This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. We were not engaged to, and did not, conduct an examination or review, the objective of which would be the expression of an opinion or conclusion, respectively, on the specific attributes identified by the Company in 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, assumptions, and information provided to us by the Company, without verification or evaluation of such methodologies, instructions, assumptions, and information by us; therefore, we express no opinion or any other form of assurance regarding (i) the reasonableness of the methodologies, instructions, assumptions, 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 the Mortgage Loan being securitized, (iii) the compliance of the originators 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.
McLean, VA
October 13, 2017
2 |
ATTACHMENT A |
COMPARED ATTRIBUTES
Attribute | Source Document |
Loan Number | Provided by Company |
Mortgage Loan Originator | Loan Agreement, Promissory Note |
Mortgage Loan Seller | Provided by Company |
Properties per Loan | Provided by Company |
Property Name | Provided by Company |
Address | Appraisal, Engineering Report |
City | Appraisal, Engineering Report |
County | Appraisal, Engineering Report |
State | Appraisal, Engineering Report |
Zip Code | Appraisal, Engineering Report, USPS |
Property Type | Appraisal, Engineering Report |
Property Sub-Type | Appraisal, Engineering Report |
Year Built | Appraisal, Engineering Report |
Year Renovated | Appraisal, Engineering Report |
Units/Rentable Square Ft. | Borrower Rent Roll, Appraisal |
Collateral Square Ft. | Borrower Rent Roll, Appraisal |
Primary Unit of Measure | Borrower Rent Roll, Appraisal |
Original First Mortgage Balance | Loan Agreement, Deed of Trust, Mortgage |
Cut-off Date | Provided by Company |
Cut-off First Mortgage Balance | Loan Agreement, Promissory Note |
Cut-off Trust Loan Amount | Loan Agreement, Promissory Note |
Cut-off Trust Companion Loan Amount | Loan Agreement, Promissory Note |
First Mortgage Maturity Balance | Loan Agreement, Promissory Note |
Appraisal Value | Appraisal |
Date of Valuation | Appraisal |
Appraisal Value As Is/Stabilized | Appraisal |
A-1 |
Attribute | Source Document |
FIRREA Eligible (Yes/No) | Appraisal |
Note Date | Loan Agreement |
First Payment Date | Loan Agreement |
Interest Rate | Loan Agreement |
Interest Calculation (30/360 / Actual/360) | Loan Agreement |
Grace Period (Default) | Loan Agreement |
Grace Period (Late Fee) | Loan Agreement |
Payment Day | Loan Agreement |
Original Amort. Term (Months) | Loan Agreement |
Maturity Date | Loan Agreement |
ARD (Yes/No) | Loan Agreement |
LockBox Type | Loan Agreement, Cash Management Agreement |
Cash Management | Loan Agreement, Cash Management Agreement |
Excess Cash Trap Trigger | Loan Agreement |
Prepayment Provision | Loan Agreement |
Lockout Expiration Date | Loan Agreement |
Amortization Type | Loan Agreement |
Lien Position | Title |
Ownership Interest | Title |
Ground Lease Expiration Date | Ground Lease |
Ground Lease Extension Options | Ground Lease |
Existing Additional Debt (Yes/No) | Loan Agreement, Deed of Trust, Mortgage |
Existing Additional Debt Amount | Loan Agreement, Deed of Trust, Mortgage |
Existing Additional Debt Description | Loan Agreement, Deed of Trust, Mortgage |
Future Additional Debt Permitted (Yes/No) | Loan Agreement, Deed of Trust, Mortgage |
Future Additional Debt Type | Loan Agreement, Deed of Trust, Mortgage |
Future Additional Debt Description | Loan Agreement, Deed of Trust, Mortgage |
A-2 |
Attribute | Source Document |
Partial Prepay Allowed (Yes/No) | Loan Agreement |
Partial Prepayment Description | Loan Agreement |
Most Recent Physical Occupancy | Borrower Rent Roll |
Major Tenant Name # 1 | Borrower Rent Roll |
Major Tenant Sq. Ft. # 1 | Borrower Rent Roll |
Major Tenant Lease Expiration Date # 1 | Borrower Rent Roll |
Budget EGI | Underwritten Financial Summary Report |
Budget Expenses | Underwritten Financial Summary Report |
Budget NOI | Underwritten Financial Summary Report |
Budget Total Capital Items | Underwritten Financial Summary Report |
Budget NCF | Underwritten Financial Summary Report |
UW EGI | Underwritten Financial Summary Report |
UW Expenses | Underwritten Financial Summary Report |
UW NOI | Underwritten Financial Summary Report |
UW Replacement Reserves | Underwritten Financial Summary Report |
UW TI/LC | Underwritten Financial Summary Report |
UW NCF | Underwritten Financial Summary Report |
UW Vacancy | Underwritten Financial Summary Report |
Replacement Reserve Taken at Closing | Settlement Statement, Loan Agreement |
Monthly Replacement Reserve | Loan Agreement |
TI/LC Taken at Closing | Settlement Statement, Loan Agreement |
Monthly TI/LC | Loan Agreement |
Tax at Closing | Settlement Statement, Loan Agreement |
Monthly Tax Constant / Escrow | Loan Agreement |
Insurance at Closing | Settlement Statement, Loan Agreement |
Monthly Insurance Constant / Escrow | Loan Agreement |
Engineering Reserve Taken at Closing | Settlement Statement, Loan Agreement |
A-3 |
Attribute | Source Document |
Other Reserve | Settlement Statement, Loan Agreement |
Description Other Reserve | Loan Agreement |
Borrower | Loan Agreement, Promissory Note |
Related Principal | Loan Agreement, Promissory Note |
Sponsor | Organizational Chart |
Earthquake Insurance (Y/N) | Insurance Certificate |
Terrorism Insurance (Y/N) | Insurance Certificate |
Windstorm Insurance (Y/N) | Insurance Certificate |
Environmental Insurance (Y/N) | Insurance Certificate |
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 |
Single Tenant (Yes/No) | Underwritten Rent Roll |
Guarantor | Guaranty |
Property Manager | Management Agreement |
TIC | Loan Agreement |
Loan Purpose | Loan Agreement |
Assumption Fee | Loan Agreement |
Letter of Credit | Loan Agreement |
Earnout/Holdback | Loan Agreement |
Earnout/Holdback Description | Loan Agreement |
Sub Serviced (Y/N) | Provided by Company |
Sub Servicer Name | Provided by Company |
Sub Servicer Fee Rate | Provided by Company |
A-4 |
Attribute | Source Document |
Master | Provided by Company |
Primary | Provided by Company |
Cert Admin Fee Rate | Provided by Company |
CREFC Fee Rate | Provided by Company |
Directs Investment (Borrower or Lender) | Loan Agreement, Cash Management Agreement |
RE Tax | Loan Agreement |
Insurance | Loan Agreement |
Replacement Reserves | Loan Agreement |
TI/LC | Loan Agreement |
Immediate Repairs | Loan Agreement |
Other Escrows | Loan Agreement |
A-5 |
ATTACHMENT B |
RECOMPUTED ATTRIBUTES
Attribute | Calculation Methodology |
Cut-off Balance per Unit | Cut-off First Mortgage Balance divided by Collateral Square Ft. |
% of Total Cut-off Date Pool Balance | Cut-off Trust Loan Amount divided by the sum of the Cut-off Trust Loan Amount and the Cut-off Companion Loan Amount. |
LTV at Cut-off | Cut-off Trust Loan Amount divided by Appraisal Value. |
LTV at Maturity | First Mortgage Maturity Balance divided by Appraisal Value. |
U/W NOI Debt Yield | UW NOI divided by Cut-off Trust Loan Amount. |
U/W NCF Debt Yield | UW NCF divided by Cut-off Trust Loan Amount. |
Average Monthly Debt Service Payment | One twelfth of the product of the Cut-off Trust Loan Amount, Interest Rate and Interest Calculation (30/360 / Actual/360). |
Original Balloon Term (Months) | Number of payments between and including First Payment Date and Maturity Date. |
Original Interest Only Period (Months) | The number of payments between and including First Payment Date and Maturity Date. |
Seasoning as of Cut-off Date (Months) | Original Balloon Term (Months) minus Remaining Term to Maturity (Months). |
Remaining Term to Amortization (Months) | Original Interest Only Period (Months) minus Rem IO Period. |
Remaining Term to Maturity (Months) | The number of payments between and including First Payment Date and Maturity Date. |
Rem IO Period | The number of payments between and including First Payment Date and Maturity Date. |
Most Recent Rent Roll/Census Date | Equals the Cut-off Date |
Major % of Sq. Ft. # 1 | Major Tenant Sq. Ft. # 1 divided by Collateral Square Ft. |
UW NCF DSCR (Current) | UW NCF divided by the product of Average Monthly Debt Service Payment and 12. |
B-1 |
ATTACHMENT B |
Attribute | Calculation Methodology |
UW NCF DSCR (After IO Period) | UW NCF divided by the product of Average Monthly Debt Service Payment and 12. |
UW NOI DSCR (Current) | UW NOI divided by the product of Average Monthly Debt Service Payment and 12. |
UW NOI DSCR (After IO Period) | UW NOI divided by the product of Average Monthly Debt Service Payment and 12. |
Admin Fee Rate | The sum of (i) Master (ii) Primary (iii) Cert Admin Fee Rate, and (iv) CREFC Fee Rate. |
B-2 |
ATTACHMENT C |
INSTRUCTIONS
1. | For those Compared Attributes with the Source Document indicated as “Provided by Company”, we were instructed by the Company to assume the attribute is accurate and not perform any procedure. |
C-1 |