Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark one)
/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 from ____________ to ____________
Commission file number: 333-165147-01
J.P. Morgan Chase Commercial Mortgage Securities Trust 2011-C5
(exact name of issuing entity as specified in its charter)
J.P. Morgan Chase Commercial Mortgage Securities Corp.
(exact name of the depositor as specified in its charter)
JPMorgan Chase Bank, National Association
(exact name of the sponsor as specified in its charter)
New York 38-3851352
(State or other jurisdiction of 38-3851353
incorporation or organization) 38-7003224
(I.R.S. Employer
Identification No.)
c/o Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, MD 21045
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: (212) 272-6858
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
Note - Checking the box above will not relieve any registrant required to
file reports pursuant to Section 13 or 15(d) of the Exchange Act from their
obligations under those Sections.
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 Web site, 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 the definitions of "large accelerated filer", "accelerated
filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
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 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.
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 InterContinental Hotel Chicago Mortgage Loan (Loan #1 on Annex A-1 to the
Prospectus Supplement of the registrant relating to the issuing entity filed on
September 26, 2011 pursuant to Rule 424(b)(5)) constitutes a significant obligor
within the meaning of Item 1101(k)(2) of Regulation AB, as disclosed in the
Prospectus Supplement. In accordance with Item 1112(b) of Regulation AB, the
most recent unaudited net operating income of the significant obligor was
$18,708,583.60 for the twelve-month period ended December 31, 2013.
SunTrust Bank, the lessee at the mortgaged properties that secure the SunTrust
Bank Portfolio I Mortgage Loan (Loan #2 on Annex A-1 to the Prospectus
Supplement of the registrant relating to the issuing entity filed on September
26, 2011 pursuant to Rule 424(b)(5)) and the SunTrust Bank Portfolio II Mortgage
Loan (Loan #13 on Annex A-1 to the Prospectus Supplement of the registrant
relating to the issuing entity filed on September 26, 2011 pursuant to Rule
424(b)(5)), constitutes a significant obligor within the meaning of 1101(k)(3)
of Regulation AB, as disclosed in the Prospectus Supplement. Year-end financial
information required under Item 1112(b)(1) of Regulation AB can be found in the
tables below.
SunTrust Bank
303 Peachtreet Street, Northeast
Atlanta, GA 30308
FDIC Certificate #: 867 Bank Charter Class: SM
Definition Dollar figures in thousands SunTrust Bank
Atlanta, GA
31-Dec-13
Income and Expense (Year-to-date)
1 Number of institutions reporting 1
2 Total interest income 5,338,032
3 Total interest expense 422,267
4 Net interest income 4,915,765
5 Provision for loan and lease losses 548,570
6 Total noninterest income 2,590,662
7 Fiduciary activities 282,225
8 Service charges on deposit accounts 657,531
9 Trading account gains & fees 87,432
10 Additional noninterest income 1,563,474
11 Total noninterest expense 5,566,528
12 Salaries and employee benefits 2,408,018
13 Premises and equipment expense 524,776
14 Additional noninterest expense 2,633,734
15 Pre-tax net operating income 1,391,329
16 Securities gains (losses) 280
17 Applicable income taxes 203,166
18 Income before extraordinary items 1,188,443
19 Extraordinary gains - net 0
20 Net income attributable to bank 1,179,378
21 Net income attributable to noncontrolling interests 9,065
22 Net income attributable to bank and 1,188,443
noncontrolling interests
23 Net charge-offs 678,410
24 Cash dividends 300,000
25 Sale, conversion, retirement of capital stock, net 8,150
26 Net operating income 1,188,205
SunTrust Bank
303 Peachtreet Street, Northeast
Atlanta, GA 30308
FDIC Certificate #: 867 Bank Charter Class: SM
Definition Dollar figures in thousands SunTrust Bank
Atlanta, GA
31-Dec-13
Assets and Liabilities (Year-to-date)
1 Total employees (full-time equivalent) 24,319
2 Total assets 171,261,678
3 Cash and due from depository institutions 4,234,199
4 Interest-bearing balances 2,456,353
5 Securities 21,475,511
6 Federal funds sold & reverse repurchase agreements 152,456
7 Net loans & leases 127,391,126
8 Loan loss allowance 2,043,230
9 Trading account assets 3,372,692
10 Bank premises and fixed assets 1,366,551
11 Other real estate owned 272,126
12 Goodwill and other intangibles 7,191,083
13 All other assets 5,805,934
14 Total liabilities and capital 171,261,678
15 Total liabilities 149,678,122
16 Total deposits 132,947,193
17 Interest-bearing deposits 96,525,080
18 Deposits held in domestic offices 132,947,193
19 % insured 63.89%
20 Federal funds purchased & repurchase agreements 2,069,791
21 Trading liabilities 593,958
22 Other borrowed funds 9,350,471
23 Subordinated debt 1,799,792
24 All other liabilities 2,916,917
25 Total equity capital 21,583,556
26 Total bank equity capital 21,474,893
27 Perpetual preferred stock 0
28 Common stock 21,600
29 Surplus 13,385,991
30 Undivided profits 8,067,302
31 Noncontrolling interests in consolidated subsidiaries 108,663
Memoranda:
32 Noncurrent loans and leases 2,214,041
33 Noncurrent loans that are wholly or partially 1,181,979
guaranteed by the U.S. government
34 Income earned, not collected on loans 607,317
35 Earning assets 153,703,071
36 Long-term assets (5+ years) 52,793,746
37 Average Assets, year-to-date 168,539,106
38 Average Assets, quarterly 169,393,366
39 Total risk weighted assets 146,508,546
40 Adjusted average assets for leverage capital 164,242,556
purposes
41 Life insurance assets 801,898
42 General account life insurance assets 493,986
43 Separate account life insurance assets 146,970
44 Hybrid life insurance assets 160,942
45 Volatile liabilities 7,999,581
46 Insider loans 39,846
47 FHLB advances 7,015,611
48 Loans and leases held for sale 1,406,828
49 Unused loan commitments 54,996,953
50 Tier 1 (core) risk-based capital 16,059,188
51 Tier 2 risk-based capital 2,750,756
52 Total unused commitments 54,996,953
53 Derivatives 226,156,187
Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider Financial
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 Derivatives Instruments (Financial
Information).
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 proceedings involving the
Trust and all parties related to such 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 September
26, 2011 pursuant to Rule 424(b)(5).
Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.
The reports on assessment of compliance with the servicing criteria for
asset-backed securities and the related attestation reports on such assessments
of compliance are attached hereto under Item 15. Attached as Exhibit AA 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 criterion 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 KeyBank National Association (the "2013 KeyBank Assessment") for its
commercial real estate mortgage loans platform, discloses that material
instances of noncompliance occurred with respect to the servicing criteria
described in Items 1122(d)(4)(i) and 1122(d)(4)(x)(c) of Regulation AB. The 2013
KeyBank Assessment is attached to this Form 10-K as Exhibit 33.1. The material
instances of noncompliance disclosed in the 2013 KeyBank Assessment are as
follows:
1) KeyBank National Association ("KeyBank") has identified the following
material instances of noncompliance with servicing criteria 1122(d)(4)(i) and
1122(d)(4)(x)(c)applicable to the commercial loans securitized during the year
ended December 31, 2013, as follows:
i) 1122(d)(4)(i) Collateral or security on pool assets is maintained as
required by the transaction agreements or related pool asset documents.
ii) 1122(d)(4)(x)(c)-Regarding any funds held in trust for an obligor (such as
escrow accounts): such funds are returned to the obligor within 30 calendar days
of full repayment of the related pool asset, or such other number of days
specified in the transaction agreements.
2) KeyBank has implemented the following remediation procedures:
i) 1122(d)(4)(i)- Regarding UCC filings, it was discovered, upon transfer of the
servicing to KeyBank from the previous servicer, that two loans did not have
appropriate UCC filings originally filed or continued. The loans have since been
corrected, and KeyBank determined that no liens were filed in front of the UCC
filing. All loans, for which servicing was transferred to KeyBank during 2013,
have been reviewed, and, the filings are being maintained in accordance
with the transaction agreements.
ii) 1122(d)(4)(x)(c)- Escrow funds were not returned to the obligor within 30
calendar days of repayment. Appropriate steps have been taken, including monthly
status meetings, meeting minutes, and revised procedures to insure that the
refund of escrows occurs within 30 calendar days of full repayment.
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 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 September 1, 2011,
among J.P. Morgan Chase Commercial Mortgage Securities Corp., as
depositor, Midland Loan Services, A Division Of PNC Bank, National
Association, as master servicer, Torchlight Loan Services, LLC, as
special servicer, Wells Fargo Bank, National Association, as trustee
and paying agent, and Pentalpha Surveillance LLC, as senior trust
advisor (filed as Exhibit 4 to the registrant's Amendment No. 1 to
Annual Report on Form 10-K/A, filed on July 27, 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 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Primary Servicer
33.2 Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer
33.3 Pentalpha Surveillance LLC, as Senior Trust Advisor
33.4 Torchlight Loan Services, LLC, as Special Servicer
33.5 Wells Fargo Bank, National Association, as Trustee and Paying Agent
33.6 Wells Fargo Bank, National Association, as Custodian
(34) Attestation reports on assessment of compliance with servicing
criteria for asset-backed securities.
34.1 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Primary Servicer
34.2 Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer
34.3 Pentalpha Surveillance LLC, as Senior Trust Advisor
34.4 Torchlight Loan Services, LLC, as Special Servicer
34.5 Wells Fargo Bank, National Association, as Trustee and Paying Agent
34.6 Wells Fargo Bank, National Association, as Custodian
(35) Servicer compliance statement.
35.1 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Primary Servicer
35.2 Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer
35.3 Torchlight Loan Services, LLC, as Special Servicer
35.4 Wells Fargo Bank, National Association, as Paying Agent
(99.1) Mortgage Loan Purchase Agreement, dated as of September 1,
2011, between JPMorgan Chase Bank, National Association and J.P.
Morgan Chase Commercial Mortgage Securities Corp., relating to the
mortgage loans sold to the depositor by JPMorgan Chase Bank, National
Association (filed as Exhibit 99.1 to the registrant's Amendment No. 1
to Annual Report on Form 10-K/A, filed on July 27, 2012 and
incorporated by reference herein)
(99.2) Subservicing Agreement, dated as of September 1, 2011, between
Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer, and KeyCorp Real Estate Capital Markets, Inc., as
subservicer (Filed as Exhibit 99.2 to the registrant's Amendment No. 1
to Annual Report on Form 10-K/A, filed on July 27, 2012 and
incorporated by reference herein).
(b) See Item 15(a) above.
(c) Omitted.
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.
J.P. Morgan Chase Commercial Mortgage Securities Corp.
(Depositor)
/s/ Brian Baker
Brian Baker, President and Chief Executive Officer
(senior officer in charge of securitization of the depositor)
Date: March 28, 2014
Exhibit Index
Exhibit No.
(4) Pooling and Servicing Agreement, dated as of September 1, 2011, among
J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Midland
Loan Services, A Division Of PNC Bank, National Association, as master
servicer, Torchlight Loan Services, LLC, as special servicer, Wells Fargo
Bank, National Association, as trustee and paying agent, and Pentalpha
Surveillance LLC, as senior trust advisor (filed as Exhibit 4 to the
registrant's Amendment No. 1 to Annual Report on Form 10-K/A, filed on July
27, 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 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Primary Servicer
33.2 Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer
33.3 Pentalpha Surveillance LLC, as Senior Trust Advisor
33.4 Torchlight Loan Services, LLC, as Special Servicer
33.5 Wells Fargo Bank, National Association, as Trustee and Paying Agent
33.6 Wells Fargo Bank, National Association, as Custodian
(34) Attestation reports on assessment of compliance with servicing
criteria for asset-backed securities.
34.1 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Primary Servicer
34.2 Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer
34.3 Pentalpha Surveillance LLC, as Senior Trust Advisor
34.4 Torchlight Loan Services, LLC, as Special Servicer
34.5 Wells Fargo Bank, National Association, as Trustee and Paying Agent
34.6 Wells Fargo Bank, National Association, as Custodian
(35) Servicer compliance statement.
35.1 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Primary Servicer
35.2 Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer
35.3 Torchlight Loan Services, LLC, as Special Servicer
35.4 Wells Fargo Bank, National Association, as Paying Agent
(99.1) Mortgage Loan Purchase Agreement, dated as of September 1, 2011,
between JPMorgan Chase Bank, National Association and J.P. Morgan Chase
Commercial Mortgage Securities Corp., relating to the mortgage loans sold
to the depositor by JPMorgan Chase Bank, National Association (filed as
Exhibit 99.1 to the registrant's Amendment No. 1 to Annual Report on Form
10-K/A, filed on July 27, 2012 and incorporated by reference herein)
(99.2) Subservicing Agreement, dated as of September 1, 2011, between
Midland Loan Services, a Division of PNC Bank, National Association, as
master servicer, and KeyCorp Real Estate Capital Markets, Inc., as
subservicer (Filed as Exhibit 99.2 to the registrant's Amendment No. 1 to
Annual Report on Form 10-K/A, filed on July 27, 2012 and incorporated by
reference herein).
