Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2013
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period to _______________ from _______________
Commission file number of issuing entity: 333-172143-03
COMM 2012-LC4 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
Ladder Capital Finance LLC
Guggenheim Life and Annuity Company
(Exact names of the sponsors as specified in their Charters)
45-4704011
45-5035640
45-5035612
New York 45-6874157
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Deutsche Bank Trust Company Americas
as Certificate Administrator
1761 East St. Andrew Place
Santa Ana CA 92705
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 250-2500
Securities registered pursuant to Section 12(b) of the Act:
None.
Securities registered pursuant to Section 12(g) of the Act:
None.
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.
Yes ___ No X
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ___ No X
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No ___
Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Website, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (Section 232.405 of this chapter) during the preceding 12 months (or
for such shorter period that the registrant was required to submit and
post such files).
Not Applicable.
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K.
Not applicable.
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See definitions of "large accelerated filer,"
"accelerated filer" and "smaller reporting company" in Rule 12b-2
of the Exchange Act. (Check One):
Large accelerated filer ___
Accelerated Filer ___
Non-accelerated Filer X (Do not Check if a smaller reporting company)
Smaller reporting company ___
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act).
Yes ___ No X
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked
price of such common equity, as of the of the last business day of
the registrant's most recently completed second fiscal quarter.
Not Applicable.
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court.
Not Applicable.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Not Applicable.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and
the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the
document is incorporated: (1) Any annual report to security holders; (2)
Any proxy or information statement; and (3) Any prospectus filed pursuant
to Rule 424(b) or (c) under the Securities Act of 1933. The listed
documents should be clearly described for identification purposes (e.g.,
annual report to security holders for fiscal year ended December 24,
1980).
Not applicable.
EXPLANATORY NOTES
Wells Fargo Bank, National Association, as Master Servicer of the subject
transaction did not provide an assessment of compliance with respect to
Item 1122(d)(3)(iii). At the time the pooling and servicing agreement was
entered into, it was intended that either the master servicer or the
certificate administrator would perform this servicing function. In fact,
Item 1122(d)(3)(iii) of Regulation AB was performed by the certificate
administrator, and is included in the assessment of compliance with
applicable servicing criteria and accountants' attestation report of the
certificate administrator for the subject transaction.
U. S. Bank National Association acts as Trustee of the issuing entity.
Pursuant to the Pooling and Servicing Agreement, the Trustee is required
to provide an assessment of compliance with applicable servicing criteria
solely with respect to Item 1122(d)(2)(iii) of Regulation AB (regarding
advances of funds or guarantees regarding collections, cash flows or
distributions, and any interest or other fees charged for such advances,
are made, reviewed and approved as specified in the transaction
agreements). However, the Trustee is not required to deliver such
assessment of compliance with applicable servicing criteria with respect
to any reporting period during which there was no servicing criteria
applicable to the Trustee, as was the case during the reporting period
covered by this Annual Report on Form 10-K. As a result, this Annual
Report on Form 10-K does not include an assessment of compliance with
applicable servicing criteria of the Trustee. The assessment of
compliance with applicable servicing criteria of the Master Servicer
covers Item 1122(d)(2)(iii) of Regulation AB.
This Annual Report on Form 10-K includes assessments of compliance with
applicable servicing criteria and accountant's attestation reports from
CoreLogic Commercial Real Estate Services, Inc. and National Tax Search,
LLC. These entities were engaged by the master servicer to remit tax
payments received from the escrow accounts of borrowers to local taxing
authorities, to report tax amounts due, to verify tax parcel
information, and to verify non-escrow tax payments. These services are
included within the servicing criteria set forth in Items 1122(d)(4)(xi)
and 1122(d)(4)(xii). Therefore, under the principles-based definition
of "servicer" set forth in Item 1101(j), these vendors are "servicers"
for the purposes of Item 1122. See Manual of Publicly Available
Telephone Interpretations, Section 3, Item 1101(j).
PART I
ITEM 1. Business.
Omitted.
ITEM 1A. Risk Factors.
Omitted.
ITEM 1B. Unresolved Staff Comments.
None.
ITEM 2. Properties.
Omitted.
ITEM 3. Legal Proceedings.
Omitted.
ITEM 4. Mine Safety Disclosures.
Not Applicable.
PART II
ITEM 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities.
Omitted.
ITEM 6. Selected Financial Data.
Omitted.
ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Omitted.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk.
Omitted.
ITEM 8. Financial Statements and Supplementary Data.
Omitted.
ITEM 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
Omitted.
ITEM 9A. Controls and Procedures.
Omitted.
ITEM 9B. Other Information.
None.
PART III
ITEM 10. Directors, Executive Officers and Corporate Governance.
Omitted.
ITEM 11. Executive Compensation.
Omitted.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.
Omitted.
ITEM 13. Certain Relationships and Related Transactions, and
Director Independence.
Omitted.
ITEM 14. Principal Accounting Fees and Services.
Omitted.
ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB
Item 1112(b) of Regulation AB, Significant Obligor Financial Information.
The Square One Mall Mortgage Loan (Loan Number 1 on Annex A of the
prospectus supplement of the Registrant relating to the issuing entity
filed on March 19, 2012 pursuant to Rule 424(b)(5)) constitutes a
significant obligor within the meaning of Item 1101(k)(2) of Regulation
AB. In accordance with Item 1112(b) of Regulation AB, the most recent
unaudited net operating income of the significant obligor was
$16,114,489.00 for the twelve-month period ended December 31, 2013.
Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider
Information.
No entity or group of affiliated entities provides any external credit
enhancement or other support for the certificates within this transaction
as described under Item 1114 (a) of Regulation AB.
Item 1115(b) of Regulation AB, Certain Derivative Instruments
(Financial Incorporation).
No entity or group of affiliated entities provides any derivative instruments
or other support for the certificates within this transaction as described
under Item 1115 of Regulation AB.
Item 1117 of Regulation AB, Legal Proceedings.
The registrant knows of no material pending legal proceeding involving the
trust or any party related to the trust, other than routine litigation
incidental to the duties of those respective parties.
Item 1119 of Regulation AB, Affiliations and Certain Relationships and
Related Transactions.
The information regarding this Item has been previously provided in a
prospectus supplement of the Registrant relating to the issuing entity filed
on March 19, 2012 pursuant to Rule 424(b)(5).
Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.
The reports on assessments of compliance with the servicing criteria for
asset-backed securities and related attestation reports on such assessments
of compliance are attached hereto under Item 15 to this Annual Report on
Form 10-K. Attached as Schedule II to the Pooling and Servicing Agreement
incorporated by reference as Exhibit 4 to this Annual Report on Form 10-K
is a chart identifying the entities participating in a servicing function
for the transaction responsible for each applicable servicing criteria set
forth in Item 1122(d).
The assessment of compliance with applicable servicing criteria for the
twelve months ended December 31, 2013, furnished pursuant to Item 1122 of
Regulation AB by National Tax Search, LLC (the "2013 NTS Assessment") for
its commercial real estate mortgage loans platform, discloses that material
instances of noncompliance occurred with respect to the servicing criterion
described in Item 1122(d)(2)(vii) of Regulation AB. The 2013 NTS Assessment
is attached to this Form 10-K as Exhibit 33.6. The material instances of
noncompliance disclosed in the 2013 NTS Assessment are as follows:
Material Instances of Noncompliance by National Tax Search, LLC
1122(d)(2)(vii): Reconciliations are prepared on a monthly basis for all
asset-backed securities related to bank accounts, including custodial
accounts and related clearing accounts. These reconciliations (B) Are
prepared within 30 calendar days after the bank statement cutoff date,
or such other number of days Specificied (sic) in the transaction
agreement and (D) Contain explanations for reconciling items. These
reconciling items are resolved within 90 calendar days of their original
identification, or such other number of days specificied (sic) in
transaction agreements.
Noncompliance
During the reporting period, certain reconciliations were not
completed within 30 calendar days after the bank statement
cutoff date. Certain reconciling items lacked proper
explanations and were not resolved within 90 day (sic) calendar
days of their original identification.
Remediation
Management corrected the timeliness of reconciliations within
the Period and Plante Moran auditors have reviewed, under an
agreed-upon procedures engagement, the compliance with the
servicing criteria of section 1122(d)(2)(vii), attributes
B & D, as defined above, as of January 31, 2014, noting no
matters of concern.
In the first quarter of 2014 Management will also complete installation
of a Treasury Workstation system, which allows for the automation of
daily reconciliation allowing for review and research throughout the
month instead of the days after a bank statement cutoff date. This
daily reconciliation will be accompanied by proper explanation of all
reconciling items. Management will review any items that require
resolution and reporting will provide aging of items at 30, 45 and 60
day levels to prevent exceeding the 90 calendar day requirement.
The assessment of compliance with applicable servicing criteria furnished
pursuant to Item 1122 of Regulation AB by CWCapital Asset Management LLC
("CWAM") is attached to this Annual Report on Form 10-K as Exhibit 33.2.
The material instances of noncompliance disclosed in the CWAM assessment
are as follows:
Material Instance of Noncompliance by CWAM
CWAM's assessment of compliance with the Applicable Servicing Criteria set
forth by the Securities and Exchange Commission in paragraph (d) of Item
1122 of Regulation AB as of December 31, 2013 and for the Reporting
Period, disclosed that a material instance of noncompliance occurred with
respect to the servicing criterion set forth in Item 1122(d)(4)(vii), as
follows:
With respect to servicing criterion 1122(d)(4)(vii), certain loss
mitigation or recovery actions (e.g., forbearance plans,
modifications and deeds in lieu of foreclosure, foreclosures
and repossessions, as applicable) were not initiated, conducted
mitigation or recovery actions (e.g., forbearance plans,
and concluded in accordance with the timeframes or other
mitigation or recovery actions (e.g., forbearance plans,
requirements established by the transaction agreements.
Management's Discussion on Material Instance of Noncompliance by CWAM
1122(d)(4)(vii): Loss mitigation or recovery actions (e.g., forbearance
plans, modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and concluded in
accordance with the time frames or other requirements established by the
transaction agreements.
Noncompliance:
CWAM has identified a material instance of non-compliance as of
December 31, 2013 and for the Reporting Period as a result of
misappropriations of funds from certain securitization
transactions included in the Platform by a single CWAM employee
(the "Misappropriations"). The Misappropriations started in 2012
and were detected and ceased in September 2013, and included an
aggregate amount of approximately $6,000,000. The
Misappropriations were limited to certain securitization
transactions in the Platform.
Remediation:
Promptly upon discovery of the Misappropriations in September
2013, CWAM terminated the offending employee and filed a civil
action to recover the misappropriated funds . As of December 31,
2013, all of the affected securitization transactions in the
Platform have been fully reimbursed. CWAM has also promptly
notified rating agencies and criminal authorities of the
Misappropriations and the former employee was arrested on
October 2, 2013. Adjustments have been made to CWAM's policies
and procedures to minimize the risk of future misappropriation
or errors.
CWAM has advised counsel to the registrant that the reported instance of
material instance of noncompliance did not affect this issuing entity.
Item 1123 of Regulation AB, Servicer Compliance Statement.
The servicer compliance statements are attached as Exhibits to this Annual
Report on Form 10-K.
PART IV
ITEM 15. Exhibits, Financial Statement Schedules.
(a) The following is a list of documents filed as a part of this annual
report on Form 10-K:
(1) Not Applicable
(2) Not Applicable
(3) See below
4 Pooling and Servicing Agreement, dated as of March 1, 2012, by and
among Deutsche Mortgage & Asset Receiving Corporation, as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, CWCapital
Asset Management LLC, as Special Servicer, U.S. Bank National
Association, as Trustee, Deutsche Bank Trust Company Americas, as
Certificate Administrator, Paying Agent and Custodian, and Park
Bridge Lender Services LLC, as Operating Advisor (filed as Exhibit 4.1
to the registrant's Current Report on Form 8-K on August 14, 2012 and
incorporated by reference herein).
31 Rule 13a-14(d)/15d-14(d) Certification.
33 Reports on assessment of compliance with servicing criteria for
asset-backed securities.
33.1 Wells Fargo Bank, National Association, as Master Servicer
33.2 CWCapital Asset Management LLC, as Special Servicer
33.3 Deutsche Bank Trust Company Americas, as Certificate Administrator
and Custodian
33.4 Park Bridge Lender Services LLC, as Operating Advisor
33.5 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant
33.6 National Tax Search, LLC, as Servicing Function Participant
34 Attestation reports on assessment of compliance with servicing criteria
for asset-backed securities.
34.1 Wells Fargo Bank, National Association, as Master Servicer
34.2 CWCapital Asset Management LLC, as Special Servicer
34.3 Deutsche Bank Trust Company Americas, as Certificate Administrator
and Custodian
34.4 Park Bridge Lender Services LLC, as Operating Advisor
34.5 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant
34.6 National Tax Search, LLC, as Servicing Function Participant
35 Servicer compliance statement.
35.1 Wells Fargo Bank, National Association, as Master Servicer
35.2 CWCapital Asset Management LLC, as Special Servicer
35.3 Deutsche Bank Trust Company Americas, as Certificate Administrator
99.1 Mortgage Loan Purchase Agreement, dated as of March 20, 2012, between
Deutsche Mortgage & Asset Receiving Corporation and German American
Capital Corporation (filed as Exhibit 99.1 to the registrant's Current
Report on Form 8-K on August 14, 2012 and incorporated by reference
herein).
99.2 Mortgage Loan Purchase Agreement, dated as of March 20, 2012, between
Deutsche Mortgage & Asset Receiving Corporation and Guggenheim Life and
Annuity Company (filed as Exhibit 99.3 to the registrant's Current
Report on Form 8-K on August 14, 2012 and incorporated by reference
herein).
99.3 Mortgage Loan Purchase Agreement, dated as of March 20, 2012, between
Deutsche Mortgage & Asset Receiving Corporation, Ladder Capital Finance
LLC and Ladder Capital Finance Holdings LLLP (filed as Exhibit 99.2 to
the registrant's Current Report on Form 8-K on August 14, 2012 and
incorporated by reference herein).
(b) The exhibits required to be filed by the Registrant pursuant to Item 601
of Regulation S-K are listed above and in the Exhibit Index that
immediately follows the signature page hereof.
(c) Not Applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Deutsche Mortgage & Asset Receiving Corporation
(Depositor)
/s/ Helaine M. Kaplan
Helaine M. Kaplan, President
(senior officer in charge of securitization of the depositor)
Date: March 27, 2014
/s/ Natalie D. Grainger
Natalie D. Grainger, Vice President
Date: March 27, 2014
EXHIBIT INDEX
Exhibit No.
4 Pooling and Servicing Agreement, dated as of March 1, 2012, by and
among Deutsche Mortgage & Asset Receiving Corporation, as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, CWCapital
Asset Management LLC, as Special Servicer, U.S. Bank National
Association, as Trustee, Deutsche Bank Trust Company Americas, as
Certificate Administrator, Paying Agent and Custodian, and Park
Bridge Lender Services LLC, as Operating Advisor (filed as Exhibit 4.1
to the registrant's Current Report on Form 8-K on August 14, 2012 and
incorporated by reference herein).
31 Rule 13a-14(d)/15d-14(d) Certification.
33 Reports on assessment of compliance with servicing criteria for
asset-backed securities.
33.1 Wells Fargo Bank, National Association, as Master Servicer
33.2 CWCapital Asset Management LLC, as Special Servicer
33.3 Deutsche Bank Trust Company Americas, as Certificate Administrator
and Custodian
33.4 Park Bridge Lender Services LLC, as Operating Advisor
33.5 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant
33.6 National Tax Search, LLC, as Servicing Function Participant
34 Attestation reports on assessment of compliance with servicing criteria
for asset-backed securities.
34.1 Wells Fargo Bank, National Association, as Master Servicer
34.2 CWCapital Asset Management LLC, as Special Servicer
34.3 Deutsche Bank Trust Company Americas, as Certificate Administrator
and Custodian
34.4 Park Bridge Lender Services LLC, as Operating Advisor
34.5 CoreLogic Commercial Real Estate Services, Inc., as Servicing
Function Participant
34.6 National Tax Search, LLC, as Servicing Function Participant
35 Servicer compliance statement.
35.1 Wells Fargo Bank, National Association, as Master Servicer
35.2 CWCapital Asset Management LLC, as Special Servicer
35.3 Deutsche Bank Trust Company Americas, as Certificate Administrator
99.1 Mortgage Loan Purchase Agreement, dated as of March 20, 2012, between
Deutsche Mortgage & Asset Receiving Corporation and German American
Capital Corporation (filed as Exhibit 99.1 to the registrant's Current
Report on Form 8-K on August 14, 2012 and incorporated by reference
herein).
99.2 Mortgage Loan Purchase Agreement, dated as of March 20, 2012, between
Deutsche Mortgage & Asset Receiving Corporation and Guggenheim Life and
Annuity Company (filed as Exhibit 99.3 to the registrant's Current
Report on Form 8-K on August 14, 2012 and incorporated by reference
herein).
99.3 Mortgage Loan Purchase Agreement, dated as of March 20, 2012, between
Deutsche Mortgage & Asset Receiving Corporation, Ladder Capital Finance
LLC and Ladder Capital Finance Holdings LLLP (filed as Exhibit 99.2 to
the registrant's Current Report on Form 8-K on August 14, 2012 and
incorporated by reference herein)
