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: 333-165147-04
J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-C8
(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
CIBC Inc.
(exact names of the sponsors as specified in their charters)
New York 38-3887002
(State or other jurisdiction of 38-3887003
incorporation or organization) 38-7064512
(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 Battlefield Mall Mortgage Loan (Loan #1 on Annex A-1 to the Prospectus
Supplement of the registrant relating to the issuing entity filed on October 12,
2012 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 $17,049,621.83 for
the twelve-month period ended December 31, 2013.
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 October 12,
2012 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 hereto under Item 15.
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 October 1, 2012,
among J.P. Morgan Chase Commercial Mortgage Securities Corp., as
depositor, KeyCorp Real Estate Capital Markets, Inc., as master
servicer, Midland Loan Services, a Division of PNC Bank, National
Association, as special servicer, Wells Fargo Bank, National
Association, as certificate administrator, Wells Fargo Bank, National
Association, as trustee, and Pentalpha Surveillance LLC, as senior
trust advisor (filed as Exhibit 4.1 to the registrant's Current Report
on Form 8-K, filed on October 18, 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 Master Servicer
33.2 Midland Loan Services, a Division of PNC Bank, National Association, as Special
Servicer
33.3 Pentalpha Surveillance LLC, as Senior Trust Advisor
33.4 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
33.5 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 Master Servicer
34.2 Midland Loan Services, a Division of PNC Bank, National Association, as Special
Servicer
34.3 Pentalpha Surveillance LLC, as Senior Trust Advisor
34.4 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
34.5 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 Master Servicer
35.2 Midland Loan Services, a Division of PNC Bank, National Association, as Special
Servicer
35.3 Wells Fargo Bank, National Association, as Certificate Administrator
(99.1) Mortgage Loan Purchase Agreement, dated as of October 18, 2012,
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 Current Report
on Form 8-K, filed on October 18, 2012 and incorporated by reference
herein).
(99.2) Mortgage Loan Purchase Agreement, dated as of October 18, 2012,
between CIBC Inc. and J.P. Morgan Chase Commercial Mortgage Securities
Corp., relating to the mortgage loans sold to the depositor by CIBC
Inc. (filed as Exhibit 99.2 to the registrant's Current Report on
Form 8-K, filed on October 18, 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 October 1, 2012, among J.P.
Morgan Chase Commercial Mortgage Securities Corp., as depositor, KeyCorp
Real Estate Capital Markets, Inc., as master servicer, Midland Loan
Services, a Division of PNC Bank, National Association, as special servicer,
Wells Fargo Bank, National Association, as certificate administrator,
Wells Fargo Bank, National Association, as trustee, and Pentalpha
Surveillance LLC, as senior trust advisor (filed as Exhibit 4.1 to the
registrant's Current Report on Form 8-K, filed on October 18, 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 Master Servicer
33.2 Midland Loan Services, a Division of PNC Bank, National Association, as Special
Servicer
33.3 Pentalpha Surveillance LLC, as Senior Trust Advisor
33.4 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
33.5 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 Master Servicer
34.2 Midland Loan Services, a Division of PNC Bank, National Association, as Special
Servicer
34.3 Pentalpha Surveillance LLC, as Senior Trust Advisor
34.4 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator
34.5 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 Master Servicer
35.2 Midland Loan Services, a Division of PNC Bank, National Association, as Special
Servicer
35.3 Wells Fargo Bank, National Association, as Certificate Administrator
(99.1) Mortgage Loan Purchase Agreement, dated as of October 18, 2012,
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 Current Report on Form 8-K, filed on
October 18, 2012 and incorporated by reference herein).
(99.2) Mortgage Loan Purchase Agreement, dated as of October 18, 2012,
between CIBC Inc. and J.P. Morgan Chase Commercial Mortgage Securities Corp.,
relating to the mortgage loans sold to the depositor by CIBC Inc. (filed
as Exhibit 99.2 to the registrant's Current Report on Form 8-K, filed on
October 18, 2012 and incorporated by reference herein).
