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 : December 12, 2013
WFRBS Commercial Mortgage Trust 2012-C9
(Exact name of issuing entity as specified in its charter)
RBS Commercial Funding Inc.
(Exact name of depositor as specified in its charter)
Wells Fargo Bank, N.A.
The Royal Bank of Scotland plc
Liberty Island Group I LLC
C-III Commercial Mortgage LLC
Basis Real Estate Capital II, LLC
(Exact name of sponsor(s) as specified in its charter)
New York 333-177891-02 38-3887015
(State or other (Commission 38-3887016
jurisdiction File Number) 38-3887017
of Incorporation) 38-7064515
(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 6.05(a) of the pooling and servicing agreement (the
"Pooling and Servicing Agreement") relating to the issuing entity known as
WFRBS Commercial Mortgage Trust 2012-C9 (the "Trust"), LNR Securities Holdings,
LLC, as Majority Subordinate Certificateholder (as defined in the Pooling and
Servicing Agreement), has removed Midland Loan Services, a Division of PNC
Bank, National Association ("Midland"), as special servicer, and replaced them
with LNR Partners, LLC ("LNR Partners"), as special servicer. The removal of
Midland and the appointment of LNR Partners was effective as of December 12,
2013.
Pursuant to Section 6.05(a) of the Pooling and Servicing Agreement, during a
Subordinate Control Period (as defined in the Pooling and Servicing Agreement),
the Majority Subordinate Certificateholder, or the Subordinate Class
Representative (as defined in the Pooling and Servicing Agreement) on its
behalf, has the right to terminate the existing special servicer, with or
without cause, and appoint a successor special servicer under the Pooling and
Servicing Agreement.
LNR Partners, is a Florida limited liability company and a subsidiary of LNR
Property LLC ("LNR"), a Delaware limited liability company. The principal
executive offices of LNR Partners are located at 1601 Washington Avenue, Suite
700, Miami Beach, Florida 33139 and its telephone number is (305) 695-5600.
LNR through its subsidiaries, affiliates and joint ventures, is involved in the
real estate finance, management and development business and engages in, among
other activities:
* acquiring, developing, repositioning, managing and selling commercial and
multifamily residential real estate properties,
* investing in high-yielding real estate loans, and
* investing in, and managing as special servicer, unrated and non-investment
grade rated commercial mortgage backed securities.
LNR Partners and its affiliates have substantial experience in working out
loans and in performing the other obligations of the special servicer as more
particularly described in the Pooling and Servicing Agreement, including, but
not limited to, processing borrower requests for lender consent to assumptions,
leases, easements, partial releases and expansion and/or redevelopment of the
mortgaged properties. LNR Partners and its affiliates have been engaged in the
special servicing of commercial real estate assets for over 22 years. The
number of CMBS pools specially serviced by LNR Partners and its affiliates has
increased from 46 in December 1998 to 137 as of August 31, 2013. More
specifically, LNR Partners (and its predecessors in interest) acted as special
servicer with respect to: (a) 84 domestic CMBS pools as of December 31, 2001,
with a then current face value in excess of $53 billion; (b) 101 domestic CMBS
pools as of December 31, 2002, with a then current face value in excess of $67
billion; (c) 113 domestic CMBS pools as of December 31, 2003, with a then
current face value in excess of $79 billion; (d) 134 domestic CMBS pools as of
December 31, 2004, with a then current face value in excess of $111 billion;
(e) 142 domestic CMBS pools as of December 31, 2005, with a then current face
value in excess of $148 billion; (f) 143 domestic CMBS pools as of December 31,
2006, with a then current face value in excess of $201 billion; (g) 143
domestic CMBS pools as of December 31, 2007 with a then current face value in
excess of $228 billion; (h) 138 domestic CMBS pools as of December 31, 2008
with a then current face value in excess of $210 billion; (i) 136 domestic CMBS
pools as of December 31, 2009 with a then current face value in excess of $191
billion; (j) 144 domestic CMBS pools as of December 31, 2010 with a then
current face value in excess of $201 billion; (k) 140 domestic CMBS pools as of
December 31, 2011 with a then current face value in excess of $176 billion; (l)
131 domestic CMBS pools as of December 31, 2012 with a then current face value
in excess of $136 billion; and (m) 137 domestic CMBS pools as of August 31,
2013 with a then current face value in excess of $131 billion. Additionally,
LNR Partners has resolved approximately $50.1 billion of U.S. commercial and
multifamily loans over the past 22 years, including approximately $1.1 billion
of U.S. commercial and multifamily mortgage loans during 2001, $1.9 billion of
U.S. commercial and multifamily mortgage loans during 2002, $1.5 billion of
U.S. commercial and multifamily mortgage loans during 2003, $2.1 billion of
U.S. commercial and multifamily mortgage loans during 2004, $2.4 billion of
U.S. commercial and multifamily mortgage loans during 2005, $0.9 billion of
U.S. commercial and multifamily mortgage loans during 2006, $1.4 billion of
U.S. commercial and multifamily mortgage loans during 2007, $1.0 billion of
U.S. commercial and multifamily mortgage loans during 2008, $1.2 billion of
U.S. commercial and multifamily mortgage loans during 2009, $7.7 billion of
U.S. commercial and multifamily mortgage loans during 2010, $10.9 billion of
U.S. commercial and multifamily mortgage loans during 2011, $11.7 billion of
U.S. commercial and multifamily mortgage loans during 2012 and $4.5 billion for
the 8 months ended August 31, 2013.
LNR or one of its affiliates generally seeks investments where it has the right
to appoint LNR Partners as the special servicer. LNR Partners and its
affiliates have regional offices located across the country in Florida,
Georgia, Texas, Massachusetts, California, New York and North Carolina and in
England and Germany. As of June 2013, LNR Partners had approximately 229
employees responsible for the special servicing of commercial real estate
assets. As of August 31, 2013, LNR Partners and its affiliates specially
service a portfolio, which included over 10,200 assets in the 50 states, the
District of Columbia, and various international properties with a then current
face value of approximately $131.5 billion, all of which are commercial real
estate assets. Those commercial real estate assets include mortgage loans
secured by the same types of income producing properties as secure the mortgage
loans backing the series 2012-C9 certificates. Accordingly, the assets of LNR
Partners 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. LNR Partners does not service any assets other than
commercial real estate assets.
LNR Partners maintains internal and external watch lists, corresponds with
master servicers on a monthly basis and conducts overall deal surveillance and
shadow servicing. LNR Partners has developed distinct strategies and procedures
for working with borrowers on problem loans (caused by delinquencies,
bankruptcies or other breaches of the loan documents) designed to maximize
value from the assets for the benefit of the 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
applicable servicing standard. Generally, four basic factors are considered by
LNR Partners as part of its analysis and determination of what strategies and
procedures to utilize in connection with problem loans. They are (i) the
condition and type of mortgaged property, (ii) the borrower, (iii) the
jurisdiction in which the mortgaged property is located and (iv) the actual
terms, conditions and provisions of the underlying loan documents. After each
of these items is evaluated and considered, LNR Partners' strategy is guided by
the servicing standard and all relevant provisions of the applicable pooling
and servicing agreement pertaining to specially serviced and REO mortgage
loans.
LNR Partners has the highest ratings afforded to special servicers by Standard
& Poor's Rating Services and is rated "CSS1-" by Fitch Ratings, Inc.
There have not been, during the past three years, any material changes to the
policies or procedures of LNR Partners in the servicing function it will
perform under the pooling and servicing agreement for assets of the same type
included in this securitization transaction. LNR Partners has not engaged, and
currently does not have any plans to engage, any sub-servicers to perform on
its behalf any of its duties with respect to this securitization transaction.
LNR Partners does not believe that its financial condition will have any
adverse effect on the performance of its duties under the Pooling and Servicing
Agreement and, accordingly, will not have any material impact on the mortgage
pool performance or the performance of the certificates. Generally, LNR
Partners' servicing functions under pooling and servicing agreements do not
include collection on the pool assets, however LNR Partners does maintain
certain operating accounts with respect to REO mortgage loans in accordance
with the terms of the applicable pooling and servicing agreements and
consistent with the servicing standard set forth in each of such pooling and
servicing agreements. LNR Partners does not have any material advancing
obligations with respect to the CMBS pools as to which it acts as special
servicer. Generally, LNR Partners has the right, but not the obligation, to
make property related servicing advances in emergency situations with respect
to CMBS pools as to which it acts as special servicer.
LNR Partners will not have primary responsibility for custody services of
original documents evidencing the underlying mortgage loans. On occasion, LNR
Partners may have custody of certain of such documents as necessary for
enforcement actions involving particular mortgage loans or otherwise. To the
extent that LNR Partners has custody of any such documents, such documents will
be maintained in a manner consistent with the Servicing Standard.
No securitization transaction involving commercial or multifamily mortgage
loans in which LNR Partners was acting as special servicer has experienced an
event of default as a result of any action or inaction by LNR Partners as
special servicer. LNR Partners has not been terminated as servicer in a
commercial mortgage loan securitization, either due to a servicing default or
to application of a servicing performance test or trigger. In addition, there
has been no previous disclosure of material noncompliance with servicing
criteria by LNR Partners with respect to any other securitization transaction
involving commercial or multifamily mortgage loans in which LNR Partners was
acting as special servicer.
There are, to the actual current knowledge of LNR Partners, no special or
unique factors of a material nature involved in special servicing the
particular types of assets included in the subject securitization, as compared
to the types of assets specially serviced by LNR Partners in other commercial
mortgage backed securitization pools generally, for which LNR Partners has
developed processes and procedures which materially differ from the processes
and procedures employed by LNR Partners in connection with its special
servicing of commercial mortgaged backed securitization pools generally.
There are currently no legal proceedings pending, and no legal proceedings
known to be contemplated, by governmental authorities, against LNR Partners or
of which any of its property is the subject, that is material to the
Certificateholders.
LNR Securities Holdings, LLC, an affiliate of LNR Partners, has acquired an
interest in one or more classes of the series 2012-C9 certificates. Otherwise,
except as disclosed herein and for LNR Partners acting as special servicer for
this securitization transaction, there are no specific relationships that are
material involving or relating to this securitization transaction or the
securitized mortgage loans between LNR Partners or any of its affiliates, on
the one hand, and the issuing entity, the sponsors, the trustee and certificate
administrator, any originator, any significant obligor, the master servicer or
the senior trust advisor, on the other hand, that currently exist or that
existed during the past two years. In addition, other than as disclosed in the
prospectus supplement, there are no business relationships, agreements,
arrangements, transactions or understandings that have been entered into
outside the ordinary course of business or on terms other than would be
obtained in an arm's length transaction with an unrelated third party - apart
from this securitization transaction - between LNR Partners or any of its
affiliates, on the one hand, and the issuing entity, the sponsors, the trustee
and certificate administrator, any originator, any significant obligor, the
master servicer or the senior trust advisor, on the other hand, that currently
exist or that existed during the past two years and that are material to an
investor's understanding of the certificates.
A description of the material terms of the Pooling and Servicing Agreement
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 333-177891-02) filed with the
Securities and Exchange Commission on October 30, 2012 pursuant to Rule
424(b)(5) in the section captioned "The Pooling and Servicing Agreement." A
copy of the Pooling and Servicing Agreement has been filed as Exhibit 4.1 to
the Form 8-K filed by the Trust with the Securities and Exchange Commission on
March 4, 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.
RBS Commercial Funding Inc.
(Depositor)
/s/ Jim Barnard
Jim Barnard, Director
Date: December 18, 2013
