Correspondence 0001539497-25-000778 from DEUTSCHE MORTGAGE & ASSET RECEIVING CORP (CIK 0001013454)
DEUTSCHE MORTGAGE & ASSET RECEIVING CORP (CIK 0001013454)
Date: Feb. 25, 2025 · CIK: 0001013454 · Accession: 0001539497-25-000778
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File numbers found in text: 333-283864
Letter
Division of Corporation Finance Office of Structured Finance United States Securities and Exchange Commission Re: Deutsche Mortgage & Asset Receiving Corporation Amendment No. 1 Registration Statement on Form SF-3 Filed January 29, 2025 File No. 333-283864
Dear Mr. Meeks:
On behalf of Deutsche Mortgage & Asset Receiving Corporation (the “Registrant”), we thank you for your letter of February 13, 2025 concerning Amendment No. 1 to Registration Statement on Form SF-3 filed by the Registrant on January 29, 2025 (the “Registration Statement”). We have reviewed and discussed your letter with representatives of the Registrant, which has instructed us to submit the responses set forth in this letter on its behalf. For your convenience, each comment of the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) is repeated in italics below.
Amendment No. 1 to Registration Statement on Form SF-3
Form 8-K of Benchmark 2023-B38 Mortgage Trust (Filed May 3, 2023), page 2
1. We note your response to prior comment 8 and reissue in part. Please explain why you believe K-Star would not satisfy clause (iv) of Item 1108(a)(2). In your response, please address how K-Star's contemplated responsibilities as special servicer align with the Commission's statements in Section III.B.3.d. of Release No. 33-8419 (the "2004 Regulation AB Proposing Release") (stating that the proposed disclosure requirements would apply to any servicer, such as a special servicer, that performs work-outs, foreclosures or other material aspects of the servicing of the pool assets upon which the performance of the pool assets or the asset-backed securities is materially dependent).
Sidley Austin (NY) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.
Benjamin Meeks, Esq.
Page 2
With respect to Item 1108(a)(2)(iv) of Regulation AB, the Registrant determined that K-Star was not a material servicer upon which the performance of the Benchmark 2023-B38 Mortgage Trust’s assets or related asset-backed securities is materially dependent. The Registrant made this determination following a review of the relevant facts and circumstances, including the following factors: (i) the size of the One Campus Martius mortgage loan relative to the Benchmark 2023-B38 mortgage pool; (ii) K-Star’s obligations do not apply across the Benchmark 2023-B38 mortgage pool; rather, they are isolated to the One Campus Martius mortgage loan; (iii) the nature of K-Star’s servicing obligations are not distinct from other servicers and special servicers with respect to the Benchmark 2023-B38 mortgage pool or the related asset-backed securities (i.e., K-Star has no rights or responsibilities with respect to the administration of the securities, and its sole responsibility will be to exercise certain rights of the lender under the mortgage loan agreement); and (iv) the mortgage loan and related mortgaged property do not present any unique collateral characteristics or enforcement factors that would be material to resolution on the mortgage loan (e.g., collateral subject to specialized laws, collateral requiring specialized management expertise or prior delinquency history that may affect recovery on the mortgage loan).
Please feel free to contact me at (212) 839-5796 or jnunes@sidley.com with any questions or comments. Thank you for your time and attention with respect to this matter.
Sincerely,
/s/ Jonathan A. Nunes
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Sidley Austin LLP
787 Seventh Avenue
New York, NY 10019
+1 212 839 5300
+1 212 839 5599 Fax
AMERICA ·
ASIA PACIFIC · EUROPE
+1 212 839 5796
JNUNES@sidley.com
February 25, 2025
Benjamin Meeks, Esq.
Special Counsel
Division of Corporation Finance
Office of Structured Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re:
Deutsche Mortgage & Asset Receiving Corporation
Amendment No. 1 Registration Statement on Form SF-3
Filed January 29, 2025
File No. 333-283864
Dear Mr. Meeks:
On behalf of Deutsche Mortgage & Asset Receiving
Corporation (the “Registrant”), we thank you for your letter of February 13, 2025 concerning Amendment No. 1 to Registration
Statement on Form SF-3 filed by the Registrant on January 29, 2025 (the “Registration Statement”). We have reviewed
and discussed your letter with representatives of the Registrant, which has instructed us to submit the responses set forth in this letter
on its behalf. For your convenience, each comment of the staff of the Division of Corporation Finance of the Securities and Exchange Commission
(the “Staff”) is repeated in italics below.
Amendment No. 1 to Registration Statement on
Form SF-3
Form 8-K of Benchmark 2023-B38 Mortgage Trust (Filed May 3, 2023),
page 2
1. We note your response to prior comment 8 and reissue in part. Please explain why you believe K-Star would not satisfy clause (iv)
of Item 1108(a)(2). In your response, please address how K-Star's contemplated responsibilities as special servicer align with the Commission's
statements in Section III.B.3.d. of Release No. 33-8419 (the "2004 Regulation AB Proposing Release") (stating that the proposed
disclosure requirements would apply to any servicer, such as a special servicer, that performs work-outs, foreclosures or other material
aspects of the servicing of the pool assets upon which the performance of the pool assets or the asset-backed securities is materially
dependent).
Sidley Austin (NY) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.
Benjamin Meeks, Esq.
Page 2
With respect to Item 1108(a)(2)(iv) of Regulation
AB, the Registrant determined that K-Star was not a material servicer upon which the performance of the Benchmark 2023-B38 Mortgage
Trust’s assets or related asset-backed securities is materially dependent. The Registrant made this determination following a review
of the relevant facts and circumstances, including the following factors: (i) the size of the One Campus Martius mortgage loan relative
to the Benchmark 2023-B38 mortgage pool; (ii) K-Star’s obligations do not apply across the Benchmark 2023-B38 mortgage pool; rather,
they are isolated to the One Campus Martius mortgage loan; (iii) the nature of K-Star’s servicing obligations are not distinct from
other servicers and special servicers with respect to the Benchmark 2023-B38 mortgage pool or the related asset-backed securities (i.e.,
K-Star has no rights or responsibilities with respect to the administration of the securities, and its sole responsibility will be to
exercise certain rights of the lender under the mortgage loan agreement); and (iv) the mortgage loan and related mortgaged property do
not present any unique collateral characteristics or enforcement factors that would be material to resolution on the mortgage loan (e.g.,
collateral subject to specialized laws, collateral requiring specialized management expertise or prior delinquency history that may affect
recovery on the mortgage loan).
Please feel free to contact me at (212) 839-5796
or jnunes@sidley.com with any questions or comments. Thank you for your time and attention with respect to this matter.
Sincerely,
/s/ Jonathan A. Nunes
Jonathan A. Nunes
cc: Helaine Kaplan