Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2012
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period to _______________ from _______________
Commission file number of issuing entity: 333-166711-01
UBS-Citigroup Commercial Mortgage Trust 2011-C1
(Exact name of issuing entity as specified in its Charter)
Citigroup Commercial Mortgage Securities Inc.
(Exact name of registrant/depositor as specified in its Charter)
UBS Real Estate Securities Inc.
Natixis Real Estate Capital LLC
(Exact name of sponsor as specified in its Charter)
Delaware 86-1073506
(State or other jurisdiction (I.R.S. Employer
incorporation or organization Identification No.
of registrant) of registrant)
388 Greenwich Street
New York, New York 10013
(Address of principal executive offices) (Zip Code)
registrant's telephone number, including area code: (212) 816-6000
Securities registered pursuant to Section 12(b) of the Act:
None.
Securities registered pursuant to Section 12(g) of the Act:
None.
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.
Yes ___ No X
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ___ No X
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No ___
Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Website, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (Section 232.405 of this chapter) during the preceding 12 months (or
for such shorter period that the registrant was required to submit and
post such files).
Not Applicable
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K.
Not applicable.
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See definitions of "large accelerated filer,"
"accelerated filer" and "smaller reporting company" in Rule 12b-2
of the Exchange Act. (Check One):
Large accelerated filer ___
Accelerated Filer ___
Non-accelerated Filer X (Do not Check if a smaller reporting company)
Smaller reporting company ___
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act).
Yes ___ No X
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked
price of such common equity, as of the of the last business day of
the registrant's most recently completed second fiscal quarter.
Not Applicable.
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court.
Not Applicable.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Not Applicable.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and
the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the
document is incorporated: (1)Any annual report to security holders; (2)
Any proxy or information statement; and (3)Any prospectus filed pursuant
to Rule 424(b) or (c) under the Securities Act of 1933. The listed
documents should be clearly described for identification purposes (e.g.,
annual report to security holders for fiscal year ended December 24,
1980).
See Item 15(a).
PART I
ITEM 1. Business.
Omitted.
ITEM 1A. Risk Factors.
Omitted.
ITEM 1B. Unresolved Staff Comments.
None.
ITEM 2. Properties.
Omitted.
ITEM 3. Legal Proceedings.
Omitted.
ITEM 4. Mine Safety Disclosures.
Omitted.
PART II
ITEM 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities.
Omitted.
ITEM 6. Selected Financial Data.
Omitted.
ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Omitted.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk.
Omitted.
ITEM 8. Financial Statements and Supplementary Data.
Omitted.
ITEM 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
Omitted.
ITEM 9A. Controls and Procedures.
Omitted.
ITEM 9B. Other Information.
None.
PART III
ITEM 10. Directors, Executive Officers and Corporate Governance.
Omitted. The issuing entity does not have any executive officers
or directors.
ITEM 11. Executive Compensation.
Omitted. The issuing entity does not have any executive officers
or directors.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.
Omitted. The issuing entity does not have any executive officers
or directors.
ITEM 13. Certain Relationships and Related Transactions, and
Director Independence.
Omitted. The issuing entity does not have any executive officers
or directors.
ITEM 14. Principal Accounting Fees and Services.
Omitted.
ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB
Item 1112(b) of Regulation AB, Significant Obligor Financial Information.
With respect to the Trinity Centre Mortgage Loan, based on information
provided by the Trinity Centre Mortgage Loan Borrower, the net operating
income for quarter end September 30, 2012 for the Trinity Centre Mortgaged
Property was $11,342,303.55 and the net operating income for the twelve
month period ending December 31, 2012 for the Trinity Centre Mortgaged
Property was $14,152,039.00.
With respect to the Poughkeepsie Galleria Mortgage Loan, based on
information provided by the Poughkeepsie Galleria Mortgage Loan Borrower,
the net operating income for quarter end September 30, 2012 for the
Poughkeepsie Galleria Mortgaged Property was $11,911,017.00 and the net
operating income for the twelve month period ending December 31, 2012
for the Poughkeepsie Galleria Mortgaged Property was $16,126,525.00.
Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider
Information.
None.
Item 1115(b) of Regulation AB, Certain Derivative Instruments.
None.
Item 1117 of Regulation AB, Legal Proceedings.
The registrant knows of no legal proceedings pending against,
or proceedings contemplated by government authorities against,
the sponsor, depositor, trustee, issuing entity, servicer contemplated
by Item 1108(a)(3) of Regulation AB, originator contemplated by Item
1110(b) of Regulation AB, or other party contemplated by Item
1100(d)(1) of Regulation AB, or of which any property of the foregoing
is the subject, that is material to certificateholders.
Item 1119 of Regulation AB, Affiliations and Certain Relationships and
Related Transactions.
The information regarding this Item has been previously filed in a
424(b)(5) filing dated December 28, 2011.
Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.
See Item 15, Exhibits 33 and 34.
Item 1123 of Regulation AB, Servicer Compliance Statement.
See Item 15, Exhibit 35.
PART IV
ITEM 15. Exhibits, Financial Statement Schedules.
(a) The following is a list of documents filed as a part of this annual
report on Form 10-K:
(1) Not Applicable.
(2) Not Applicable.
(3) The exhibits required by Item 601 of Regulation S-K and by
paragraph (b) below.
Exhibit
Number Description
4.1 Pooling and Servicing Agreement, dated as of December 1, 2011, by and
among Citigroup Commercial Mortgage Securities, Inc., as depositor,
Wells Fargo Bank, National Association, as Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as Special
Servicer, Trimont Real Estate Advisors, Inc., as Operating Advisor, and
Deutsche Bank Trust Company Americas, as trustee, certificate
administrator, paying agent and custodian. (Exhibit 4.1 was filed as
part of the Registrant's Current Report on Form 8-K filed on
December 29, 2011 (Commission File No. 333-166711-01) and is
incorporated by reference herein.)
4.2 Amendment Number 1 To Pooling And Servicing Agreement, dated as of
June 12, 2012, by and among Citigroup Commercial Mortgage Securities
Inc., as depositor, Wells Fargo Bank, National Association, as master
servicer, Midland Loan Services, a Division of PNC Bank, National
Association, as special servicer, Deutsche Bank Trust Company Americas,
as trustee, certificate administrator, paying agent and custodian, and
TriMont Real Estate Advisors, Inc., as operating advisor.
31 Rule 13a-14(d)/15d-14(d) Certification.
33 Reports on assessment of compliance with servicing criteria for
asset-backed securities.
Exhibit 33.1 Wells Fargo Bank, N.A., as master servicer, Annual
Report on Assessment of Compliance for Year End December 31, 2012.
Exhibit 33.2 Midland Loan Services, a Division of PNC Bank, N.A.,
as special servicer and sub-servicer, Annual Report on Assessment
of Compliance for Year End December 31, 2012.
Exhibit 33.3 Deutsche Bank Trust Company Americas, as trustee,
custodian and certificae administrator, Annual Report on
Assessment of Compliance for Year End December 31, 2012.
Exhibit 33.4 Trimont Real Estate Advisors, Inc., as operating
advisor, Annual Report on Assessment of Compliance for Year
End December 31, 2012.
Exhibit 33.5 CoreLogic Commercial Real Estate Services, Inc.,
as servicing function participant, Annual Report on Assessment
of Compliance for Year End December 31, 2012.
Exhibit 33.6 National Tax Search, LLC, as tax service vendor
for the master servicer, Annual Report on Assessment of
Compliance for Year End December 31, 2012.
Exhibit 33.7 KeyCorp Real Estate Capital Markets, Inc., as
sub-servicer, Annual Report on Assessment of Compliance for
Year End December 31, 2012.
34 Attestation reports on assessment of compliance with servicing criteria
for asset-backed securities.
Exhibit 34.1 Attestation Report on Assessment of Compliance
with Servicing Criteria for Wells Fargo Bank, N.A., as master
servicer, Report (Exhibit 33.1) for Year End December 31, 2012.
Exhibit 34.2 Attestation Report on Assessment of Compliance
with Servicing Criteria for Midland Loan Services, a
Division of PNC Bank, N.A., as special servcier and
sub-servicer, Report (Exhibit 33.2) for Year End December 31, 2012.
Exhibit 34.3 Attestation Report on Assessment of Compliance
with Servicing Criteria for Deutsche Bank Trust Company Americas,
as trustee, custodian and certificate administrator, Report
(Exhibit 33.3) for Year End December 31, 2012.
Exhibit 34.4 Attestation Report on Assessment of Compliance
with Servicing Criteria for Trimont Real Estate Advisors, Inc.,
as operating advisor, Report (Exhibit 33.4) for Year End
December 31, 2012.
Exhibit 34.5 Attestation Report on Assessment of Compliance with
Servicing Criteria for CoreLogic Commercial Real Estate Services,
Inc., as servicing function participant, Report (Exhibit 33.5)
for Year End December 31, 2012.
Exhibit 34.6 Attestation Report on Assessment of Compliance with
Servicing Criteria for National Tax Search, LLC, as tax service
vendor for the master servicer, Report (Exhibit 33.6) for
Year End December 31, 2012.
Exhibit 34.7 Attestation Report on Assessment of Compliance
with Servicing Criteria for KeyCorp Real Estate Capital Markets,
Inc., as sub-servicer, Report (Exhibit 33.7) for Year End
December 31, 2012.
35 Servicer compliance statement.
Exhibit 35.1 Wells Fargo Bank, N.A., as master servicer, Annual
Statement of Compliance for Year End December 31, 2012.
Exhibit 35.2 Midland Loan Services, a Division of PNC Bank, N.A.,
as special servicer Annual Statement of Compliance for Year End
December 31, 2012.
Exhibit 35.3 Deutsche Bank Trust Company Americas, as certificate
administrator, Annual Statement of Compliance for Year End
December 31, 2012.
Exhibit 35.4 Midland Loan Services, a Division of PNC Bank, N.A.,
as sub-servicer, Annual Statement of Compliance for Year End
December 31, 2012.
Exhibit 35.5 CoreLogic Commercial Real Estate Services, Inc., as
servicing function participant, Annual Statement of Compliance for Year
End December 31, 2012.
Exhibit 35.6 Deutsche Bank Trust Company Americas, as trustee,
Annual Statement of Compliance for Year End December 31, 2012.
Exhibit 35.7 Deutsche Bank Trust Company Americas, as custodian,
Annual Statement of Compliance for Year End December 31, 2012.
Exhibit 35.8 KeyCorp Real Estate Capital Markets, Inc., as
sub-servicer, Annual Statement of Compliance for Year End
December 31, 2012.
(b) The exhibits required by Item 601 of Regulation S-K are filed as
noted under subparagraph (a)(3) above.
(c) Not Applicable.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Citigroup Commercial Mortgage Securities Inc., as Registrant
(Depositor)
By: /s/ Paul Vanderslice
___________________________
Paul Vanderslice
Title: Vice President
(Senior Officer in Charge of
Securitization of the Depositor)
Date: March 29, 2013
Supplemental Information to be Furnished With Reports Filed Pursuant to
Section 15(d) of the Act by Registrants Which Have Not Registered Securities
Pursuant to Section 12 of the Act
(a) (1) No annual report is provided to the certificateholders.
(2) No proxy statement, form of proxy or other proxy soliciting
material has been sent to any certificateholders with
respect to any annual or other meeting of certificateholders.
EXHIBIT INDEX
Exhibit
Number Description
4.1 Pooling and Servicing Agreement, dated as of December 1, 2011, by and
among Citigroup Commercial Mortgage Securities, Inc., as depositor,
Wells Fargo Bank, National Association, as Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as Special
Servicer, Trimont Real Estate Advisors, Inc., as Operating Advisor, and
Deutsche Bank Trust Company Americas, as trustee, certificate
administrator, paying agent and custodian. (Exhibit 4.1 was filed as
part of the Registrant's Current Report on Form 8-K filed on
December 29, 2011 (Commission File No. 333-166711-01) and is
incorporated by reference herein.)
4.2 Amendment Number 1 To Pooling And Servicing Agreement, dated as of
June 12, 2012, by and among Citigroup Commercial Mortgage Securities
Inc., as depositor, Wells Fargo Bank, National Association, as master
servicer, Midland Loan Services, a Division of PNC Bank, National
Association, as special servicer, Deutsche Bank Trust Company Americas,
as trustee, certificate administrator, paying agent and custodian, and
TriMont Real Estate Advisors, Inc., as operating advisor.
31 Rule 13a-14(d)/15d-14(d) Certification.
33 Reports on assessment of compliance with servicing criteria for
asset-backed securities.
Exhibit 33.1 Wells Fargo Bank, N.A., as master servicer, Annual
Report on Assessment of Compliance for Year End December 31, 2012.
Exhibit 33.2 Midland Loan Services, a Division of PNC Bank, N.A.,
as special servicer and sub-servicer, Annual Report on Assessment
of Compliance for Year End December 31, 2012.
Exhibit 33.3 Deutsche Bank Trust Company Americas, as trustee,
custodian and certificae administrator, Annual Report on
Assessment of Compliance for Year End December 31, 2012.
Exhibit 33.4 Trimont Real Estate Advisors, Inc., as operating
advisor, Annual Report on Assessment of Compliance for Year
End December 31, 2012.
Exhibit 33.5 CoreLogic Commercial Real Estate Services, Inc.,
as servicing function participant, Annual Report on Assessment
of Compliance for Year End December 31, 2012.
Exhibit 33.6 National Tax Search, LLC, as tax service vendor
for the master servicer, Annual Report on Assessment of
Compliance for Year End December 31, 2012.
Exhibit 33.7 KeyCorp Real Estate Capital Markets, Inc., as
sub-servicer, Annual Report on Assessment of Compliance for
Year End December 31, 2012.
34 Attestation reports on assessment of compliance with servicing criteria
for asset-backed securities.
Exhibit 34.1 Attestation Report on Assessment of Compliance
with Servicing Criteria for Wells Fargo Bank, N.A., as master
servicer, Report (Exhibit 33.1) for Year End December 31, 2012.
Exhibit 34.2 Attestation Report on Assessment of Compliance
with Servicing Criteria for Midland Loan Services, a
Division of PNC Bank, N.A., as special servcier and
sub-servicer, Report (Exhibit 33.2) for Year End December 31, 2012.
Exhibit 34.3 Attestation Report on Assessment of Compliance
with Servicing Criteria for Deutsche Bank Trust Company Americas,
as trustee, custodian and certificate administrator, Report
(Exhibit 33.3) for Year End December 31, 2012.
Exhibit 34.4 Attestation Report on Assessment of Compliance
with Servicing Criteria for Trimont Real Estate Advisors, Inc.,
as operating advisor, Report (Exhibit 33.4) for Year End
December 31, 2012.
Exhibit 34.5 Attestation Report on Assessment of Compliance with
Servicing Criteria for CoreLogic Commercial Real Estate Services,
Inc., as servicing function participant, Report (Exhibit 33.5)
for Year End December 31, 2012.
Exhibit 34.6 Attestation Report on Assessment of Compliance with
Servicing Criteria for National Tax Search, LLC, as tax service
vendor for the master servicer, Report (Exhibit 33.6) for
Year End December 31, 2012.
Exhibit 34.7 Attestation Report on Assessment of Compliance
with Servicing Criteria for KeyCorp Real Estate Capital Markets,
Inc., as sub-servicer, Report (Exhibit 33.7) for Year End
December 31, 2012.
35 Servicer compliance statement.
Exhibit 35.1 Wells Fargo Bank, N.A., as master servicer, Annual
Statement of Compliance for Year End December 31, 2012.
Exhibit 35.2 Midland Loan Services, a Division of PNC Bank, N.A.,
as special servicer Annual Statement of Compliance for Year End
December 31, 2012.
Exhibit 35.3 Deutsche Bank Trust Company Americas, as certificate
administrator, Annual Statement of Compliance for Year End
December 31, 2012.
Exhibit 35.4 Midland Loan Services, a Division of PNC Bank, N.A.,
as sub-servicer, Annual Statement of Compliance for Year End
December 31, 2012.
Exhibit 35.5 CoreLogic Commercial Real Estate Services, Inc., as
servicing function participant, Annual Statement of Compliance for Year
End December 31, 2012.
Exhibit 35.6 Deutsche Bank Trust Company Americas, as trustee,
Annual Statement of Compliance for Year End December 31, 2012.
Exhibit 35.7 Deutsche Bank Trust Company Americas, as custodian,
Annual Statement of Compliance for Year End December 31, 2012.
Exhibit 35.8 KeyCorp Real Estate Capital Markets, Inc., as
sub-servicer, Annual Statement of Compliance for Year End
December 31, 2012