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: 333-177891-02
WFRBS Commercial Mortgage Trust 2012-C9
(exact name of issuing entity as specified in its charter)
RBS Commercial Funding Inc.
(exact name of the depositor as specified in its charter)
The Royal Bank of Scotland plc
Wells Fargo Bank, National Association
Liberty Island Group I LLC
C-III Commercial Mortgage LLC
Basis Real Estate Capital II, LLC
(exact names of the sponsors as specified in their charters)
New York 38-3887015
(State or other jurisdiction of 38-3887016
incorporation or organization) 38-3887017
38-7064515
(I.R.S. Employer
Identification No.)
c/o Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, MD 21045
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: (203) 897-2700
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.
EXPLANATORY NOTES
Midland Loan Services, a Division of PNC Bank, National Association
("Midland") acted as special servicer under the Pooling and Servicing
Agreement from January 1, 2013 through December 12, 2013, the date as of
which Midland was replaced as special servicer. Included in this Annual
Report on Form 10-K for such period as Exhibits 33.3, 34.3 and 35.1 are
an assessment of compliance with applicable servicing criteria, an
accountants attestation report on assessment of compliance with applicable
servicing criteria and an annual compliance statement for the reporting
period January 1, 2013 through December 12, 2013. LNR Partners, LLC
assumed the obligations of Midland as special servicer under the Pooling
and Servicing Agreement on December 12, 2013. Included in this Annual
Report on Form 10-K as Exhibits 33.2 and 34.2 are an assessment of
compliance with applicable servicing criteria, and an accountants
attestation report on assessment of compliance with applicable
servicing criteria for the reporting period December 12, 2013 through
December 31, 2013. In accordance with the Manual of Publicly Available
Telephone Interpretations, Section 17.02, the percentage of the asset pool
serviced by LNR Partners, LLC must be reduced pro rata because it was only
acting as servicer from December 12, 2013 through December 31, 2013. As a
result, LNR Partners, LLC falls below the de minimus requirements in Item
1123 of Regulation AB and no annual compliance statement is required.
This Annual Report on Form 10-K includes assessments of compliance with
applicable servicing criteria and accountants attestation reports from
CoreLogic Commercial Real Estate Services, Inc. and National Tax Search,
LLC. These entities were engaged by the master servicer (except with respect
to those Mortgage Loans for which Prudential Asset Resources, Inc. is the
primary 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 Chesterfield Towne Center Mortgage Loan (Mortgage Loan Number 1 on Annex
A of the prospectus supplement of the registrant relating to the issuing
entity filed on October 30, 2012 pursuant to Rule 424(b)(5)), is 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 $ 11,290,699.00 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 filed on October 30, 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 Schedule III 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 33.4. 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.
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, between
RBS Commercial Funding Inc., as depositor, Wells Fargo Bank, National
Association, as master servicer, Midland Loan Services, a Division of PNC
Bank, National Association, as special servicer, Trimont Real Estate
Advisors, Inc., as trust advisor, Wells Fargo Bank, National Association, as
certificate administrator, as tax administrator and as custodian, and U.S.
Bank National Association, as trustee (filed as Exhibit 4.1 to the
registrant's Current Report on Form 8-K filed on March 4, 2013 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 CoreLogic Commercial Real Estate Services, Inc. as Servicing Function Participant
33.2 LNR Partners LLC as Special Servicer on and after December 12, 2013
33.3 Midland Loan Services, Inc. a Division of PNC Bank, National Association as Special
Servicer prior to December 12, 2013
33.4 National Tax Search, LLC as Servicing Function Participant
33.5 Prudential Asset Resources, Inc. as Primary Servicer
33.6 TriMont Real Estate Advisors, Inc. as Trust Advisor
33.7 Wells Fargo Bank, National Association as Master Servicer
33.8 Wells Fargo Bank, National Association as Certificate Administrator
33.9 Wells Fargo Bank, National Association as Custodian
(34) Attestation reports on assessment of compliance with servicing criteria
for asset-backed securities.
34.1 CoreLogic Commercial Real Estate Services, Inc. as Servicing Function Participant
34.2 LNR Partners LLC as Special Servicer on and after December 12, 2013
34.3 Midland Loan Services, Inc. a Division of PNC Bank, National Association as
Special Servicer prior to December 12, 2013
34.4 National Tax Search, LLC as Servicing Function Participant
34.5 Prudential Asset Resources, Inc. as Primary Servicer
34.6 TriMont Real Estate Advisors, Inc. as Trust Advisor
34.7 Wells Fargo Bank, National Association as Master Servicer
34.8 Wells Fargo Bank, National Association as Certificate Administrator
34.9 Wells Fargo Bank, National Association as Custodian
(35) Servicer compliance statements.
35.1 Midland Loan Services, Inc. a Division of PNC Bank, National Association as Special
Servicer prior to December 12, 2013
35.2 Prudential Asset Resources, Inc. as Primary Servicer
35.3 Wells Fargo Bank, National Association as Master Servicer
35.4 Wells Fargo Bank, National Association as Certificate Administrator
(99.1) Mortgage Loan Purchase Agreement, dated as of October 16, 2012,
between RBS Commercial Funding Inc. and The Royal Bank of Scotland plc
(filed as Exhibit 99.1 to the registrant's Current Report on Form 8-K filed
on March 4, 2013 and incorporated by reference herein).
(99.2) Mortgage Loan Purchase Agreement, dated as of October 16, 2012,
between RBS Commercial Funding Inc., Liberty Island Group I LLC and Liberty
Island Group LLC (filed as Exhibit 99.2 to the registrant's Current Report
on Form 8-K filed on March 4, 2013 and incorporated by reference herein).
(99.3) Mortgage Loan Purchase Agreement, dated as of October 16, 2012,
between RBS Commercial Funding Inc., Basis Real Estate Capital II, LLC and
Basis Investment Group LLC (filed as Exhibit 99.3 to the registrant's
Current Report on Form 8-K filed on March 4, 2013 and incorporated by
reference herein).
(99.4) Mortgage Loan Purchase Agreement, dated as of October 16, 2012,
between RBS Commercial Funding Inc. and Wells Fargo Bank, National
Association (filed as Exhibit 99.4 to the registrant's Current Report on
Form 8-K filed on March 4, 2013 and incorporated by reference herein).
(99.5) Mortgage Loan Purchase Agreement, dated as of October 16, 2012,
between RBS Commercial Funding Inc. and C-III Commercial Mortgage LLC
(filed as Exhibit 99.1 to the registrant's Current Report on Form 8-K filed
on March 4, 2013 and incorporated by reference herein).
(b) Not applicable.
(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.
RBS Commercial Funding Inc.
(Depositor)
/s/ Wayne Potters
Wayne Potters, President and Managing Director
(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, between
RBS Commercial Funding Inc., as depositor, Wells Fargo Bank, National
Association, as master servicer, Midland Loan Services, a Division of PNC
Bank, National Association, as special servicer, Trimont Real Estate
Advisors, Inc., as trust advisor, Wells Fargo Bank, National Association,
as certificate administrator, as tax administrator and as custodian, and U.
S. Bank National Association, as trustee (filed as Exhibit 4.1 to the
registrant's Current Report on Form 8-K filed on March 4, 2013 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 CoreLogic Commercial Real Estate Services, Inc. as Servicing Function Participant
33.2 LNR Partners LLC as Special Servicer on and after December 12, 2013
33.3 Midland Loan Services, Inc. a Division of PNC Bank, National Association as Special
Servicer prior to December 12, 2013
33.4 National Tax Search, LLC as Servicing Function Participant
33.5 Prudential Asset Resources, Inc. as Primary Servicer
33.6 TriMont Real Estate Advisors, Inc. as Trust Advisor
33.7 Wells Fargo Bank, National Association as Master Servicer
33.8 Wells Fargo Bank, National Association as Certificate Administrator
33.9 Wells Fargo Bank, National Association as Custodian
(34) Attestation reports on assessment of compliance with servicing
criteria for asset-backed securities.
34.1 CoreLogic Commercial Real Estate Services, Inc. as Servicing Function Participant
34.2 LNR Partners LLC as Special Servicer on and after December 12, 2013
34.3 Midland Loan Services, Inc. a Division of PNC Bank, National Association as Special
Servicer prior to December 12, 2013
34.4 National Tax Search, LLC as Servicing Function Participant
34.5 Prudential Asset Resources, Inc. as Primary Servicer
34.6 TriMont Real Estate Advisors, Inc. as Trust Advisor
34.7 Wells Fargo Bank, National Association as Master Servicer
34.8 Wells Fargo Bank, National Association as Certificate Administrator
34.9 Wells Fargo Bank, National Association as Custodian
(35) Servicer compliance statements.
35.1 Midland Loan Services, Inc. a Division of PNC Bank, National Association as Special
Servicer prior to December 12, 2013
35.2 Prudential Asset Resources, Inc. as Primary Servicer
35.3 Wells Fargo Bank, National Association as Master Servicer
35.4 Wells Fargo Bank, National Association as Certificate Administrator
(99.1) Mortgage Loan Purchase Agreement, dated as of October 16, 2012,
between RBS Commercial Funding Inc. and The Royal Bank of Scotland plc
(filed as Exhibit 99.1 to the registrant's Current Report on Form 8-K filed
on March 4, 2013 and incorporated by reference herein).
(99.2) Mortgage Loan Purchase Agreement, dated as of October 16, 2012,
between RBS Commercial Funding Inc., Liberty Island Group I LLC and Liberty
Island Group LLC (filed as Exhibit 99.2 to the registrant's Current Report
on Form 8-K filed on March 4, 2013 and incorporated by reference herein).
(99.3) Mortgage Loan Purchase Agreement, dated as of October 16, 2012,
between RBS Commercial Funding Inc., Basis Real Estate Capital II, LLC and
Basis Investment Group LLC (filed as Exhibit 99.3 to the registrant's
Current Report on Form 8-K filed on March 4, 2013 and incorporated by
reference herein).
(99.4) Mortgage Loan Purchase Agreement, dated as of October 16, 2012,
between RBS Commercial Funding Inc. and Wells Fargo Bank, National
Association (filed as Exhibit 99.4 to the registrant's Current Report on
Form 8-K filed on March 4, 2013 and incorporated by reference herein).
(99.5) Mortgage Loan Purchase Agreement, dated as of October 16, 2012,
between RBS Commercial Funding Inc. and C-III Commercial Mortgage LLC
(filed as Exhibit 99.1 to the registrant's Current Report on Form 8-K filed
on March 4, 2013 and incorporated by reference herein).
