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): July 2, 2013
DBUBS 2011-LC3 Mortgage Trust
(Exact name of issuing entity as specified in its charter)
Deutsche Mortgage & Asset Receiving Corporation
(Exact name of depositor as specified in its charter)
German American Capital Corporation
UBS Real Estate Securities Inc.
Ladder Capital Finance LLC
Starwood Property Mortgage Sub-2-A, L.L.C.
Starwood Property Mortgage Sub-3, L.L.C.
Starwood Property Mortgage Sub-4, L.L.C.
(Exact name of sponsor(s) as specified in its charter)
New York 333-172143-01 38-3847613
(State or other (Commission 38-3847614
jurisdiction File Number) 38-3847615
of Incorporation) 38-6988397
(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))
Section 6 - Asset-Backed Securities
Item 6.02 - Change of Servicer or Trustee.
Pursuant to Section 3.22(b) of the Pooling and Servicing Agreement (the "PSA")
relating to the issuing entity known as Deutsche Mortgage & Asset Receiving
Corporation, DBUBS 2011-LC3, Commercial Mortgage Pass-Through Certificates,
Series 2011-LC3 (the "Trust"), the directing holder under the PSA removed
Midland Loan Services, a Division of PNC Bank, National Association
("Midland"), as special servicer under the PSA, and appointed CWCapital Asset
Management LLC, a Delaware limited liability company ("CWCapital"), as the
successor special servicer under the PSA. The removal of Midland as special
servicer and appointment of CWCapital as successor special servicer under the
PSA was effective as of June 4, 2013. Pursuant to Section 3.22(b) of the PSA,
the directing holder under the PSA is entitled, for so long as no Control
Termination Event (as defined in the PSA) has occurred and is continuing, to
terminate the rights and obligations of the existing special servicer, with or
without cause, and appoint the successor special servicer under the PSA
pursuant to Section 7.02 of the PSA.
CWCapital maintains a servicing office at 7501 Wisconsin Avenue, Suite 500
West, Bethesda, Maryland 20814. CWCapital and its affiliates are involved in
special servicing, management and investment management of commercial real
estate assets, including:
* special servicing of commercial and multifamily real estate loans;
* commercial real estate property management; and
* investing in, surveilling and managing as special servicer, commercial real
estate assets including unrated and non-investment grade rated securities
issued pursuant to CRE, CDO and CMBS transactions.
CWCapital was organized in June 2005. In July of 2005, it acquired Allied
Capital Corporation's special servicing operations and replaced Allied Capital
Corporation as special servicer for all transactions for which Allied Capital
Corporation served as special servicer. In February 2006, an affiliate of
CWCapital merged with CRIIMI MAE Inc. ("CMAE") and the special servicing
operations of CRIIMI MAE Services L.P., the special servicing subsidiary of
CMAE, were consolidated into the special servicing operations of CWCapital.
CWCapital is a wholly-owned subsidiary of CW Financial Services LLC. CWCapital
and its affiliates own and manage assets similar in type to the assets of the
issuing entity. Accordingly, the assets of CWCapital and its affiliates may,
depending upon the particular circumstances including the nature and location
of such assets, compete with the mortgaged real properties for tenants,
purchasers, financing and so forth. On September 1, 2010, affiliates of certain
Fortress Investment Group LLC managed funds purchased all of the membership
interest of CW Financial Services LLC, the sole member of CWCapital.
As of December 31, 2010, CWCapital acted as special servicer with respect to
115 domestic and two Canadian CMBS pools containing approximately 11,900 loans
secured by properties throughout the United States and Canada with a then
current unpaid principal balance in excess of $153 billion. As of December 31,
2011, CWCapital acted as special servicer with respect to 149 domestic and one
Canadian CMBS pools containing approximately 12,000 loans secured by properties
throughout the United States and Canada with a then current unpaid principal
balance in excess of $151 billion. As of December 31, 2012, CWCapital acted as
special servicer with respect to 154 domestic and one Canadian CMBS pools
containing approximately 10,500 loans secured by properties throughout the
United States and Canada with a then current unpaid principal balance in excess
of $140 billion. As of March 31, 2013, CWCapital acted as special servicer with
respect to 157 domestic and one Canadian CMBS pools containing approximately
10,450 loans secured by properties throughout the United States and Canada with
a then current unpaid principal balance in excess of $138 billion. Those loans
include commercial mortgage loans secured by the same types of income producing
properties as those securing the underlying mortgage loans.
CWCapital has one primary office (Bethesda, Maryland) and provides special
servicing activities for investments in various markets throughout the United
States. As of December 31, 2012, CWCapital had 131 employees responsible for
the special servicing of commercial real estate assets. As of March 31, 2013,
within the CMBS pools described in the preceding paragraph, 887 assets were
actually in special servicing. The assets owned, serviced or managed by
CWCapital and its affiliates may, depending upon the particular circumstances,
including the nature and location of such assets, compete with the mortgaged
real properties securing the underlying mortgage loans for tenants, purchasers,
financing and so forth. CWCapital does not service or manage any assets other
than commercial and multifamily real estate assets.
CWCapital has policies and procedures in place that govern its special
servicing activities. These policies and procedures for the performance of its
special servicing obligations are, among other things, in compliance with
applicable servicing criteria set forth in Item 1122 of Regulation AB under the
Securities Act, including managing delinquent loans and loans subject to the
bankruptcy of the borrower. Standardization and automation have been pursued,
and continue to be pursued, wherever possible so as to provide for continued
accuracy, efficiency, transparency, monitoring and controls.
CWCapital occasionally engages consultants to perform property inspections and
to provide close surveillance on a property and its local market; it currently
does not have any plans to engage subservicers to perform on its behalf any of
its duties with respect to this transaction. CWCapital has made all advances
required to be made by it under the servicing agreements on the commercial and
multifamily mortgage loans serviced by CWCapital in securitization
transactions.
CWCapital will not have primary responsibility for custody services of original
documents evidencing the underlying mortgage loans. On occasion, CWCapital may
have custody of certain of such documents as necessary for enforcement actions
involving particular underlying mortgage loans or otherwise. To the extent that
CWCapital has custody of any such documents, such documents will be maintained
in a manner consistent with the servicing standard.
From time to time CWCapital is a party to lawsuits and other legal proceedings
as part of its duties as a special servicer (e.g., enforcement of loan
obligations) and/or arising in the ordinary course of business. There are
currently no legal proceedings pending, and no legal proceedings known to be
contemplated by governmental authorities, against CWCapital or of which any of
its property is the subject, that is material to the certificateholders.
No securitization transaction involving commercial or multifamily mortgage
loans in which CWCapital was acting as special servicer has experienced an
event of default as a result of any action or inaction performed by CWCapital
as special servicer.
A description of the material terms of the PSA regarding the special servicing
of the mortgage loans held by the Trust and the special servicer's duties
regarding such mortgage loans, including limitations on the special servicer's
liability under the PSA and terms regarding the special servicer's removal,
replacement, resignation or transfer, is included in the Prospectus Supplement
(SEC File Number 333-172143-01) filed with the Securities and Exchange
Commission on August 26, 2011 pursuant to Rule 424(b)(5) in the section
captioned "The Pooling and Servicing Agreement." A copy of the PSA has been
filed as Exhibit 4.1 to the Form 10-K/A filed by the Trust with the Securities
and Exchange Commission on August 14, 2012.
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.
Deutsche Mortgage & Asset Receiving Corporation
(Depositor)
/s/ Helaine M. Kaplan
Helaine M. Kaplan, President
Date: July 8, 2013
/s/ Andrew Mullin
Andrew Mullin, Vice President, Treasurer, Chief Financial
Officer and Chief Accounting Officer
Date: July 8, 2013
