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): August 30, 2013
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 depositor as specified in its charter)
UBS Real Estate Securities Inc.
Natixis Real Estate Capital LLC
(Exact name of sponsors as specified in its charter)
New York
(State or Other Jurisdiction of Incorporation of issuing entity)
333-166711-01 45-4307653
(Commission File Number) (I.R.S. Employer Identification No.)
c/o Deutsche Bank Trust Company Americas as Certificate Administrator
1761 East St. Andrew Place, Santa Ana CA
(Address of principal executive offices of the issuing entity)
92705
(Zip Code)
Registrant's Telephone Number, Including Area Code: (212) 816-6000
None
(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.
Reference is hereby made to the issuing entity known as UBS-Citigroup
Commercial Mortgage Trust 2011-C1 (the "Trust") and the series of
commercial mortgage pass-through certificates known as the UBS-Citigroup
Commercial Mortgage Trust 2011-C1, Commercial Mortgage Pass-Through
Certificates, Series 2011-C1 (the "Certificates"). The assets of
the Trust include, and the Certificates are backed by, various
commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans").
Pursuant to Section 3.22(b) of the Pooling and Servicing Agreement (the
"PSA") relating to the Trust and the Certificates, (i) Rialto Real Estate
Fund, LP removed Midland Loan Services, a Division of PNC Bank, National
Association ("Midland"), as special servicer under the PSA (except with
respect to each pari passu loan combination), and appointed Rialto
Capital Advisors, LLC, a Delaware limited liability company ("Rialto"),
as the successor special servicer under the PSA (except with respect to
each pari passu loan combination), and (ii) RREF CMBS AIV, LP removed
Midland as pari passu loan combination special servicer under the PSA
with respect to all of the pari passu loan combinations held by the Trust
and appointed Rialto as the successor pari passu loan combination special
servicer under the PSA with respect to all of the pari passu loan
combinations held by the Trust. The removal of Midland as special
servicer (including as general special servicer and as pari passu loan
combination special servicer) and appointment of Rialto as successor
special servicer (including as general special servicer and as pari passu
loan combination special servicer) under the PSA was effective as of
August 30, 2013.
Pursuant to Section 3.22(b) of the PSA, (i) Rialto Real Estate Fund, LP,
as the Lead Directing Holder under, and as defined in, the PSA, has the
right, for so long as no Control Termination Event (as defined in the PSA)
has occurred and is continuing, to terminate the existing special
servicer, with or without cause, and appoint the successor special
servicer, under the PSA (in each case, except with respect to each pari
passu loan combination), and (ii) RREF CMBS AIV, LP, as the Non-Lead
Directing Holder under, and as defined in, the PSA, has the right, for so
long as no Control Termination Event has occurred and is continuing, to
terminate the existing pari passu loan combination special servicer, with
or without cause, and appoint the successor pari passu loan combination
special servicer, under the PSA.
Rialto maintains its principal servicing office at 790 NW 107th Avenue,
4th Floor, Miami, Florida 33172.
Rialto has been engaged in the special servicing of commercial mortgage
loans for commercial real estate securitizations since approximately
May 2012. As of June 30, 2013, Rialto and its affiliates were actively
special servicing approximately 4,400 portfolio loans with a principal
balance of approximately $1.6 billion and were responsible for over
1,800 portfolio REO assets with a principal balance of approximately
$2 billion. Rialto is also currently performing special servicing for
13 commercial real estate securitizations. With respect to such
securitization transactions, Rialto is administering approximately
1,200 assets with a principal balance of approximately $16 billion.
The asset pools specially serviced by Rialto include residential,
multifamily/condo, office, retail, hotel, healthcare, industrial and
other income-producing properties as well as residential and
commercial land.
Rialto is a wholly-owned subsidiary of Rialto Capital Management, LLC,
a Delaware limited liability company ("RCM"). RCM is a vertically
integrated commercial real estate investment and asset manager and an
indirect wholly-owned subsidiary of Lennar Corporation ("Lennar")
(NYSE: LEN and LEN.B). RCM is the sponsor of, and certain of its
affiliates are investors in, two private equity funds with an aggregate
of approximately $1.2 billion of assets under management as of
December 31, 2012 (collectively, the "Funds") both focused on
distressed and value-add real estate related investments. To date,
RCM has acquired and/or is managing over $5.5 billion of non- and
sub-performing real estate assets, representing over 8,800 loans.
Included in this number are approximately $3 billion in structured
transactions with the Federal Deposit Insurance Corporation. RCM
was also a sub-advisor and investor in an approximately $4.6 billion
Public Private Investment Fund with the U.S. Department of the
Treasury which was liquidated in October of 2012.
In addition, RCM has underwritten and purchased, primarily for the
Funds, approximately $1.6 billion in face value of subordinate,
newly-originated commercial mortgage-backed securities bonds in 23
different securitizations totaling approximately $27 billion in
overall transaction size. RCM has the right to appoint the special
servicer for each of these transactions.
RCM has over 270 employees and is headquartered in Miami with two
other main offices located in New York City and Atlanta. In
addition, the asset management platform utilizes six satellite
offices located in Las Vegas, Nevada, Phoenix, Arizona, Aliso Viejo,
California, Denver, Colorado, Portland, Oregon and Charlotte, North
Carolina. It is also supported in local markets by the Lennar
infrastructure which provides access to over 5,000 employees across
the country's largest real estate markets.
Rialto has detailed operating policies and procedures which are
reviewed at least annually and updated as appropriate. These
policies and procedures for the performance of its special servicing
obligations are, among other things, in compliance with the
applicable servicing criteria set forth in Item 1122 of Regulation
AB. Rialto has developed strategies and procedures for managing
delinquent loans, loans subject to bankruptcies of the borrowers
and other breaches by borrowers of the underlying loan documents
that are designed to maximize value from the assets for the benefit
of certificateholders. These strategies and procedures vary on a
case by case basis, and include, but are not limited to, liquidation
of the underlying collateral, note sales, discounted payoffs, and
borrower negotiation or workout in accordance with the related
servicing standard. The strategy pursued by Rialto for any
particular property depends upon, among other things, the terms
and provisions of the underlying loan documents, the jurisdiction
where the underlying property is located and the condition and type
of underlying property. 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.
There are, to the actual current knowledge of Rialto, no special or
unique factors of a material nature involved in special servicing
the particular types of assets included in the Trust, as compared
to the types of assets specially serviced by Rialto in other
commercial mortgage-backed securitization pools generally, for
which Rialto has developed processes and procedures which
materially differ from the processes and procedures employed by
Rialto in connection with its special servicing of commercial
mortgage-backed securitization pools generally.
There have not been, during the past three years, any material
changes to the policies or procedures of Rialto in the servicing
function it will perform under the PSA for assets of the same type
included in the Trust. Rialto does not believe that its financial
condition will have any adverse effect on the performance of its
duties under the PSA and, accordingly, Rialto believes that its
financial condition will not have any material impact on the
mortgage pool performance or the performance of the certificates.
In its capacity as special servicer, Rialto will not have primary
responsibility for custody services of original documents
evidencing the Mortgage Loans. Rialto may from time to time have
custody of certain of such documents as necessary for enforcement
actions involving particular Mortgage Loans or otherwise. To the
extent that Rialto 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 PSA.
Rialto does not have any material advancing rights or obligations
with respect to the commercial mortgage-backed securities pools as
to which it acts as special servicer. In certain instances Rialto
may have the right or be obligated to make property related
servicing advances in emergency situations with respect to certain
commercial mortgage-backed securities pools as to which it acts as
special servicer.
A description of the material terms of the PSA regarding the
special servicing of the Mortgage Loans and pari passu loan
combinations held by or related to the Trust and the special
servicer's duties regarding such Mortgage Loans and pari passu
loan combinations, 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 333-166711-01) filed with
the Securities and Exchange Commission on December 28, 2011
pursuant to Rule 424(b)(5) in the sections captioned "The Pooling
and Servicing Agreement" and "The Servicers-Removal of the Special
Servicer." A copy of the PSA has been filed as Exhibit 4 to the
first of the two Forms 8-K filed by the Trust with the Securities
and Exchange Commission on December 29, 2011, and a copy of
Amendment Number 1 to the PSA has been filed as Exhibit 4.2 to the
Form 10-K filed by the Trust with the Securities and Exchange
Commission on March 29, 2013.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
20.1 Acknowledgment of Special Servicer dated August 30, 2013
20.2 Acknowledgment of Pari Passu Loan Combination Special
Servicer dated August 30, 2013
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.
Citigroup Commercial Mortgage Securities Inc.
(Depositor)
/s/ Paul Vanderslice
Name: Paul Vanderslice
Title: Vice President
Date: September 5, 201
