Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report
(Date of earliest
event reported): June 24, 2013
Morgan Stanley Capital I Trust 2012-C4
(Exact name of issuing entity as specified in its charter)
Morgan Stanley Capital I Inc.
(Exact name of depositor as specified in its charter)
Bank of America, National Association
Morgan Stanley Mortgage Capital Holdings LLC
(Exact name of sponsor(s) as specified in its charter)
New York 333-167764-02 38-3867653
(State or other (Commission 38-3867654
jurisdiction File Number) 38-3867655
of Incorporation) 38-7033106
(IRS Employer
Identification No.)
c/o Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, MD 21045
(Address of principal executive offices) (Zip Code)
Telephone number, including area code: (410) 884-2000
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act(17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act(17 CFR 240.13e-4(c))
Item 6.02 - Change of Servicer or Trustee.
In a series of transactions, on June 24, 2013:
1. Bank of America, National Association ("BANA") assigned and transferred to
KeyCorp Real Estate Capital Markets, Inc. ("KRECM") substantially all of
BANA's servicing rights and assets primarily related to the servicing of the
Mortgage Loans that are serviced under the pooling and servicing agreement
entered into in connection with this securitization transaction (the
"Pooling and Servicing Agreement"), pursuant to which the issuing entity was
formed, dated as of March 1, 2012(the "Servicing Transfer"); and
2. Immediately following the closing of the Servicing Transfer, KRECM engaged
Berkadia Commercial Mortgage LLC ("Berkadia") to subservice the Mortgage
Loans that are serviced under the Pooling and Servicing Agreement pursuant
to a subservicing agreement that complies with the requirements under the
Pooling and Servicing Agreement, attached hereto as Exhibit 99.1.
KRECM
KRECM is an Ohio corporation that is a wholly-owned subsidiary of KeyBank
National Association, which is a wholly-owned subsidiary of KeyCorp. KRECM
maintains a servicing office at 11501 Outlook Street, Suite 300, Overland Park,
Kansas 66211.
KRECM has been engaged in the servicing of commercial mortgage loans since 1995
and commercial mortgage loans originated for securitization since 1998. The
following table sets forth information about KRECM's portfolio of master or
primary serviced commercial mortgage loans as of the dates indicated:
Loans 12/31/2010 12/31/2011 12/31/2012
By Approximate Number 11,232 11,970 10,972
By Approximate Aggregate Principal $117.6 $107.5 $101.6
Balance (in billions)
Within this servicing portfolio are, as of December 31, 2012, approximately
7,563 loans with a total principal balance of approximately $73.6 billion that
are included in approximately 184 commercial mortgage-backed securitization
transactions.
KRECM's servicing portfolio includes mortgage loans secured by multifamily,
office, retail, hospitality and other types of income-producing properties that
are located throughout the United States. KRECM also services newly-originated
commercial mortgage loans and mortgage loans acquired in the secondary market
for issuers of commercial and multifamily mortgage-backed securities, financial
institutions and a variety of investors and other third parties. Based on the
aggregate outstanding principal balance of loans being serviced as of June 30,
2012, the Mortgage Bankers Association of America ranked KRECM the fifth largest
commercial mortgage loan servicer in terms of total master and primary
servicing volume.
KRECM is approved as the master servicer and primary servicer for commercial
mortgage-backed securities rated by Moody's, S&P, Fitch and Morningstar.
Moody's does not assign specific ratings to servicers. KRECM is on S&P's Select
Servicer list as a U.S. Commercial Mortgage Master Servicer and as a U.S.
Commercial Mortgage Primary Servicer, and S&P has assigned to KRECM the rating
of "Strong" as a master servicer and primary servicer. Fitch has assigned to
KRECM the ratings of "CMS1" as a master servicer and "CPS1" as a primary
servicer. Morningstar has assigned KRECM the rankings of "MOR CS1" as master
servicer and primary servicer. S&P's, Fitch's and Morningstar's ratings of a
servicer are based on an examination of many factors, including the servicer's
financial condition, management team, organizational structure and operating
history.
KRECM's servicing system utilizes a mortgage-servicing technology platform with
multiple capabilities and reporting functions. This platform allows KRECM to
process mortgage servicing activities including: (i) performing account
maintenance; (ii) tracking borrower communications; (iii) tracking real estate
tax escrows and payments, insurance escrows and payments, replacement reserve
escrows and operating statement data and rent rolls; (iv) entering and updating
transaction data; and (v) generating various reports. KRECM generally uses the
CREFC(R) format to report to trustees of commercial mortgage-backed securities
(CMBS) transactions and maintains a website (www.keybank.com/key2cre) that
provides access to reports and other information to investors in CMBS
transactions that KRECM is the master servicer.
KRECM maintains the accounts it uses in connection with servicing commercial
mortgage loans with its parent company, KeyBank National Association. The
following table sets forth the ratings assigned to KeyBank National
Association's long-term deposits and short-term deposits:
Deposits S&P Fitch Moody's
Long-Term Deposits A- A- A3
Short-Term Deposits A-2 F1 P-2
KRECM believes that its financial condition will not have any material adverse
effect on the performance of its duties under any pooling and servicing
agreement and, accordingly, will not have any material adverse impact on the
performance of the underlying mortgage loans or the performance of any related
certificates.
KRECM has developed policies, procedures and controls for the performance of
its master servicing obligations in compliance with applicable servicing
agreements, servicing standards and the servicing criteria set forth in Item
1122 of Regulation AB under the Securities Act of 1933, as amended. These
policies, procedures and controls include, among other things, procedures to
(i) notify borrowers of payment delinquencies and other loan defaults, (ii)
work with borrowers to facilitate collections and performance prior to the
occurrence of a servicing transfer event, (iii) if a servicing transfer event
occurs as a result of a delinquency, loss, bankruptcy or other loan default,
transfer the subject loan to the special servicer, and (iv) manage delinquent
loans and loans subject to the bankruptcy of the borrower.
KRECM's servicing policies and procedures for the servicing functions it will
perform under the pooling and servicing agreement are updated periodically to
keep pace with the changes in the CMBS industry. For example, KRECM has, in
response to changes in federal or state law or investor requirements, (i) made
changes in its insurance monitoring and risk-management functions as a result
of the Terrorism Risk Insurance Act of 2002 and (ii) established a website
where investors and mortgage loan borrowers can access information regarding
their investments and mortgage loans. Otherwise, KRECM's servicing policies
and procedures have been generally consistent for the last three years in all
material respects.
KRECM is, as the master servicer, generally responsible for the master servicing
and primary servicing functions with respect to the underlying mortgage loans.
KRECM, as the master servicer, will be permitted to appoint one or more
sub-servicers to perform all or any portion of its primary servicing functions
under the Pooling and Servicing Agreement pursuant to one or more sub-servicing
agreements. Additionally, KRECM may from time to time perform some of its
servicing obligations under the pooling and servicing agreement through one or
more third-party vendors that provide servicing functions such as appraisals,
environmental assessments, property condition assessments, property management,
real estate brokerage services and other services necessary in the routine
course of acquiring, managing and disposing of REO property. KRECM will, in
accordance with its internal procedures and applicable law, monitor and review
the performance of any third-party vendors retained by it to perform servicing
functions, and KRECM will remain liable for its servicing obligations under the
pooling and servicing agreement as if KRECM had not retained any such vendors.
Generally, all amounts received by KRECM on the underlying mortgage loans are
initially deposited into a common clearing account with collections on other
commercial mortgage loans serviced by KRECM and are then allocated and
transferred to the appropriate account within the time required by the pooling
and servicing agreement. Similarly, KRECM generally transfers any amount that
is to be disbursed to a common disbursement account on the day of the
disbursement.
KRECM will not have primary responsibility for custody services of original
documents evidencing the underlying mortgage loans. KRECM may from time to time
have custody of certain of such documents as necessary for enforcement actions
involving particular underlying mortgage loans or otherwise. To the extent that
KRECM has custody of any such documents for any such servicing purposes, such
documents will be maintained in a manner consistent with the servicing standard.
No securitization transaction involving commercial or multifamily mortgage loans
in which KRECM was acting as primary servicer or special servicer has
experienced a servicer event of default as a result of any action or inaction of
KRECM as primary servicer or special servicer, as applicable, including as a
result of KRECM's failure to comply with the applicable servicing criteria in
connection with any securitization transaction. KRECM has made all advances
required to be made by it under its servicing agreements for commercial and
multifamily mortgage loans.
From time to time KRECM is a party to lawsuits and other legal proceedings as
part of its duties as a loan servicer and otherwise arising in the ordinary
course of its business. KRECM does not believe that any such lawsuits or legal
proceedings that are pending at this time would, individually or in the
aggregate, have a material adverse effect on its business or its ability to
service loans pursuant to the pooling and servicing agreement. KRECM is not
aware of any lawsuits or legal proceedings, contemplated or pending, by
governmental authorities against KRECM at this time.
Berkadia
Berkadia is a limited liability company organized under the laws of the state of
Delaware. Berkadia is, indirectly, wholly-owned by Leucadia National
Corporation, and BH Finance LLC and Berkshire Hathaway Inc.
On December 11, 2009, Berkadia began operations by acquiring the commercial
mortgage origination and servicing business (including substantially all of the
employees) of Capmark Financial Group Inc. and certain of its subsidiaries.
The Berkadia team has experience with servicing commercial and multifamily
mortgage loans in private label commercial mortgage-backed securities
transactions dating back to 1995. Berkadia's principal office locations are:
118 Welsh Road, Horsham, Pennsylvania 19044 with telephone number:
(215) 328-3200 and 700 North Pearl Street, Suite 2200 Dallas, Texas 75201 with
telephone number: (214) 758-5800.
Berkadia performs primary, master and special servicing on CMBS transactions.
In addition, Berkadia carries out servicing activities on a contracted basis for
third parties such as insurance companies, banks and other financial
institutions. Berkadia is one of the largest servicers of commercial real estate
loans in the United States.
As of December 31, 2012, Berkadia had a primary/master servicing portfolio of
approximately 28,000 loans with an unpaid principal balance of $200.0 billion.
The table below contains information on the size and growth of the portfolio of
commercial and multifamily loans from 2010 to 2012 in respect of which Berkadia
has acted as master and/or primary servicer:
Calendar Year End
Portfolio - Primary/Master Servicing(1) 2010 2011 2012
CMBS (US) $113.5 billion $99.5 billion $86.8 billion
Other $83.7 billion $80.7 billion $110.5 billion
Total $197.2 billion $180.2 billion $197.3 billion
(1) Includes performance of primary/master servicing functions as a subservicer.
The table below contains information on the size of Berkadia's managed
portfolio where Berkadia is the named special servicer in CMBS transactions in
the United States from 2010 to 2012.
Calendar Year End
Portfolio - Special Servicing 2010 2011 2012
CMBS (US) - Named Special Servicer $36.2 billion $13.2 billion $9.0 billion
CMBS (US) - Actually Specially Serviced $3.0 billion $1.8 billion $1.4 billion
Berkadia currently maintains ratings from Fitch, Inc. ("Fitch"), Standard &
Poor's Ratings Services ("S&P") and Morningstar Credit Ratings LLC
("Morningstar"). Berkadia's primary servicing operations are rated CPS1- from
Fitch, STRONG from S&P, and CS1 from Morningstar. Berkadia's master servicing
operations are rated CMS2 from Fitch, STRONG from S&P and CS1 from Morningstar.
Berkadia's special servicing operations are rated CSS1- from Fitch, STRONG from
S&P and CS1 from Morningstar.
Berkadia has developed policies, procedures and controls for the performance of
its servicing obligations in compliance with applicable servicing agreements,
and the applicable servicing criteria set forth in Item 1122 of Regulation AB.
Berkadia reviews its policies and procedures regularly and updates them on an
annual basis to ensure that they reflect its current servicing practices. There
were no material changes made to the policies and procedures in order for
Berkadia to be named KRECM's subservicer in connection with this transaction.
Berkadia has an established business continuity program that is tested
regularly in accordance with its policies and procedures. In the event of a
disruption, all functions of the disrupted facility would transfer to a steady
business recovery facility, providing access to all data and tools to continue
to perform its servicing duties. Berkadia's business continuity program is
tested and updated on an annual basis.
Berkadia maintains a multi-application mortgage-servicing technology platform,
with multiple capabilities and reporting functions, to facilitate the
processing of its servicing activities. Berkadia may, from time to time, engage
third party contractors or vendors to assist in performing certain routine
servicing functions. Berkadia monitors and reviews its third party contractors
and vendors in compliance with its internal procedures and applicable law.
No securitization transaction involving commercial mortgage loans in which
Berkadia was acting as master servicer, special servicer and/or subservicer has
experienced an event of default as a result of any action or inaction of
Berkadia as master servicer, special servicer and/or subservicer, including as
a result of Berkadia's failure to comply with the applicable servicing criteria
in connection with any securitization transaction.
Berkadia Services India Private Limited (formerly known as Capmark Overseas
Processing India Private Limited) opened in September 2002, was acquired by
Capmark in July 2003 and subsequently acquired by Berkadia in December 2009.
Berkadia Services India Private Limited is located in Hyderabad (Andra
Pradesh), India and provides certain back office functions for Berkadia's
servicing portfolio in the United States. Berkadia Services India Private
Limited reports to the Executive Vice President of Servicing at Berkadia.
From time to time Berkadia and its affiliates are parties to lawsuits and other
legal proceedings arising in the ordinary course of business. Berkadia does not
believe that any such lawsuits or legal proceedings would, individually or in
the aggregate, have a material adverse effect on its business or its ability to
serve as subservicer in connection with this transaction.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1 Subservicing Agreement dated and effective as of June 24, 2013
by and between Keycorp Real Estate Capital Markets, Inc. and
Berkadia Commercial Mortgage LLC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Morgan Stanley Capital I Inc.
(Depositor)
/s/ Stephen Holmes
Stephen Holmes, Authorized Signatory
Date: June 28, 2013
Exhibit No. Description Paper (P) or Electronic (E)
99.1 Subservicing Agreement dated and (E)
effective as of June 24, 2013 by and
between Keycorp Real Estate Capital
Markets, Inc. and Berkadia
Commercial Mortgage LLC.
