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): August 1, 2013
J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C13
(Exact name of issuing entity as specified in its charter)
J.P. Morgan Chase Commercial Mortgage Securities Corp.
(Exact name of depositor as specified in its charter)
JPMorgan Chase Bank, National Association
General Electric Capital Corporation
Redwood Commercial Mortgage Corporation
(Exact name of sponsor(s) as specified in its charter)
New York 333-165147-09 Pending
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of Incorporation)
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.
KeyCorp Real Estate Capital Markets, Inc. ("KRECM"), an Ohio corporation, has
been appointed as sub-special servicer for Berkadia Commercial Mortgage LLC
("Berkadia") pursuant to a sub-special servicing agreement (the "Sub-Servicing
Agreement") effective August 1, 2013 in connection with the JPM 2013-C13
transaction. 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 is not an affiliate of Berkadia.
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 As of 12/31/2010 As of 12/31/2011 As of 12/31/2012
By Approximate Number 11,232 11,970 10,972
By Approximate Aggregate Unpaid 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,
2013, the Mortgage Bankers Association of America ranked KRECM the third
largest commercial mortgage loan servicer in terms of total master and primary
servicing volume.
KRECM has been a special servicer of commercial mortgage loans and commercial
real estate assets included in commercial mortgage-backed securities
transactions since 1998. As of December 31, 2012, KRECM was named as special
servicer with respect to commercial mortgage loans in 39 commercial
mortgaged-backed securities transactions totaling approximately $24.5 billion
in aggregate outstanding principal balance and was special servicing a
portfolio that included approximately 120 commercial mortgage loans with an
aggregate outstanding principal balance of approximately $681 million, which
portfolio includes multifamily, office, retail, hospitality and other types of
income-producing properties that are located throughout the United States.
The following table sets forth information on the size and growth of KRECM's
managed portfolio of specially serviced commercial mortgage loans for which
KRECM is the named special servicer in commercial mortgage-backed securities
transactions in the United States.
CMBS (US) As of 12/31/2010 As of 12/31/2011 As of 12/31/2012
By Approximate Number of Transactions 26 25 39
By Approximate Aggregate Unpaid Principal $13.656 $12.846 $24.486
Balance (in billions)
KRECM has resolved over $6.5 billion of U.S. commercial mortgage loans over the
past 10 years, including $175.70 million of U.S. commercial mortgage loans
during 2002, $118.31 million of U.S. commercial mortgage loans during 2003,
$42.2 million of U.S. commercial mortgage loans during 2004, $84.26 million of
U.S. commercial mortgage loans during 2005, $13.35 million of U.S. commercial
mortgage loans during 2006, $16 million of U.S. commercial mortgage loans
during 2007, $1.32 billion of U.S. commercial mortgage loans during 2008, $1.74
billion of U.S. commercial mortgage loans during 2009, $2.9 billion of U.S.
commercial mortgage loans during 2010, $2.27 billion of U.S. commercial
mortgage loans during 2011, and $67.1 million of U.S. commercial mortgage loans
during 2012.
KRECM is approved as the master servicer, primary servicer, and special
servicer for commercial mortgage-backed securities rated by Moody's Investors
Service, Inc. ("Moody's"), Standard & Poor's Ratings Services ("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 Special Servicer, and S&P has assigned to
KRECM the rating of "Strong" as a master servicer, primary servicer, and
special servicer. Fitch has assigned to KRECM the ratings of "CMS1" as a master
servicer, "CPS1" as a primary servicer, and "CSS2+" as a special servicer.
Morningstar has assigned to KRECM the rankings of "MOR CS1" as master servicer,
"MOR CS1" as primary servicer and "MOR CS2" as special 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 for which KRECM is the 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.
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 the Trust and Servicing Agreement
and, accordingly, will not have any material adverse impact on the performance
of the Mortgage Loan or the performance of the Certificates.
KRECM has developed policies, procedures and controls for the performance of
its master servicing and special 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 ("Regulation
AB"). 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 for assets of the same type included in this securitization transaction
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 generally responsible for the special servicing functions with respect
to the mortgage loans. KRECM may from time to time perform some of its
servicing obligations 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 Sub-Servicing
Agreement as if KRECM had not retained any such vendors.
KRECM will not have primary responsibility for custody services of original
documents evidencing the mortgage loans. KRECM may from time to time have
custody of certain of such documents as necessary for enforcement actions
involving the 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 under the
Sub-Servicing Agreement.
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.
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. KRECM is not aware of any lawsuits or legal proceedings,
contemplated or pending, by government authorities against KRECM at this time.
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.
J.P. Morgan Chase Commercial Mortgage Securities Corp.
(Depositor)
/s/ Bianca Russo
Bianca Russo, Managing Director and Secretary
Date: August 7, 2013
