WFRBS COMMERCIAL MORTGAGE TRUST 2013-C12 - FORM 10-K/A

Attached files

file	filename
EX-35.7 - PRUDENTIAL COMPLIANCE STATEMENT - WFRBS COMMERCIAL MORTGAGE TRUST 2013-C12	we31246245-ex35_7.htm
EX-31 - RULE 13A-14(D)/15D-14(D) CERTIFICATION - WFRBS COMMERCIAL MORTGAGE TRUST 2013-C12	we31246245-ex31.htm
EX-33.10 - PRUDENTIAL REPORT ON ASSESSMENT OF COMPLIANCE - WFRBS COMMERCIAL MORTGAGE TRUST 2013-C12	we31246245-ex33_10.htm
EX-34.10 - PRUDENTIAL ATTESTATION REPORT - WFRBS COMMERCIAL MORTGAGE TRUST 2013-C12	we31246245-ex34_10.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(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

/ / 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: 333-172366-06

WFRBS Commercial Mortgage Trust 2013-C12

(exact name of issuing entity as specified in its charter)

Commission file number of depositor: 333-172366

Wells Fargo Commercial Mortgage Securities, Inc.

(exact name of the depositor as specified in its charter)

Wells Fargo Bank, N.A.

NCB, FSB

C-III Commercial Mortgage LLC

Basis Real Estate Capital II, LLC

Liberty Island Group I LLC

The Royal Bank of Scotland plc

RBS Financial Products Inc.

(exact name of the sponsors as specified in its charter)

New York 38-3903319

(State or other jurisdiction of 38-3903320

incorporation or organization) 38-3903321

38-7092921

(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)

Telephone number, including area code: (410) 884-2000

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 NOTE

The purpose of this Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2013 as filed with the Securities and Exchange Commission on March 31, 2014 (the “Original Form 10-K”) is (i) to file as Exhibit 99.8 the Primary Servicing Agreement, dated as of March 1, 2013, between Wells Fargo Bank, National Association, as Master Servicer, and Prudential Asset Resources, Inc., as Primary Servicer and (ii) to file a report on assessment of compliance with servicing criteria, an attestation report on assessment of compliance with servicing criteria and a servicer compliance statement for Prudential Asset Resources, Inc. (“Prudential”).

Prudential is the primary servicer for eleven (11) Mortgage Loans under the Primary Servicing Agreement.

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.

Omitted.

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 9A(T). 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 Grand Beach Hotel Mortgage Loan constitutes a significant obligor within the meaning of 1101(k)(2) of Regulation AB. The Net Operating Income for the 2013 Fiscal Year End is $22,254,653.00.

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 March 15, 2013 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.

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 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 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 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) Exhibits.

(4.1) Pooling and Servicing Agreement, dated as of March 1, 2013, incorporated by reference from Exhibit 4.1 of the issuing entity's Current Report on Form 8-K filed with the Commission on March 20, 2013.

(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 Vendor for Wells Fargo Bank, N.A as General Master Servicer (filed as Exhibit 33.1 to the Original Form 10-K and incorporated by reference herein)

33.2 National Tax Search, LLC as Vendor for Wells Fargo Bank, N.A as General Master Servicer (filed as Exhibit 33.2 to the Original Form 10-K and incorporated by reference herein)

33.3 NCB, FSB as NCB Master Servicer (filed as Exhibit 33.3 to the Original Form 10-K and incorporated by reference herein)

33.4 NCB, FSB as Co-op Special Servicer (filed as Exhibit 33.4 to the Original Form 10-K and incorporated by reference herein)

33.5 Pentalpha Surveillance LLC as Trust Advisor (filed as Exhibit 33.5 to the Original Form 10-K and incorporated by reference herein)

33.6 Rialto Capital Advisors, LLC as General Special Servicer (filed as Exhibit 33.6 to the Original Form 10-K and incorporated by reference herein)

33.7 Wells Fargo Bank, N.A. as Certificate Administrator (filed as Exhibit 33.7 to the Original Form 10-K and incorporated by reference herein)

33.8 Wells Fargo Bank, N.A. as Custodian (filed as Exhibit 33.8 to the Original Form 10-K and incorporated by reference herein)

33.9 Wells Fargo Bank, N.A. as General Master Servicer (filed as Exhibit 33.9 to the Original Form 10-K and incorporated by reference herein)

33.10 Prudential Asset Resources, Inc., as Primary Servicer

(34) Attestation reports on assessment of compliance with servicing criteria for asset-backed securities.

34.1 CoreLogic Commercial Real Estate Services, Inc. as Vendor for Wells Fargo Bank, N.A as General Master Servicer (filed as Exhibit 34.1 to the Original Form 10-K and incorporated by reference herein)

34.2 National Tax Search, LLC as Vendor for Wells Fargo Bank, N.A as General Master Servicer (filed as Exhibit 34.2 to the Original Form 10-K and incorporated by reference herein)

34.3 NCB, FSB as NCB Master Servicer (filed as Exhibit 34.3 to the Original Form 10-K and incorporated by reference herein)

34.4 NCB, FSB as Co-op Special Servicer (filed as Exhibit 34.4 to the Original Form 10-K and incorporated by reference herein)

34.5 Pentalpha Surveillance LLC as Trust Advisor (filed as Exhibit 34.5 to the Original Form 10-K and incorporated by reference herein)

34.6 Rialto Capital Advisors, LLC as General Special Servicer (filed as Exhibit 34.6 to the Original Form 10-K and incorporated by reference herein)

34.7 Wells Fargo Bank, N.A. as Certificate Administrator (filed as Exhibit 34.7 to the Original Form 10-K and incorporated by reference herein)

34.8 Wells Fargo Bank, N.A. as Custodian (filed as Exhibit 34.8 to the Original Form 10-K and incorporated by reference herein)

34.9 Wells Fargo Bank, N.A. as General Master Servicer (filed as Exhibit 34.9 to the Original Form 10-K and incorporated by reference herein)

34.10 Prudential Asset Resources, Inc., as Primary Servicer

(35) Servicer compliance statement.

35.1 NCB, FSB as NCB Master Servicer (filed as Exhibit 35.1 to the Original Form 10-K and incorporated by reference herein)

35.2 NCB, FSB as Co-op Special Servicer (filed as Exhibit 35.2 to the Original Form 10-K and incorporated by reference herein)

35.3 Pentalpha Surveillance LLC as Trust Advisor (filed as Exhibit 35.3 to the Original Form 10-K and incorporated by reference herein)

35.4 Rialto Capital Advisors, LLC as General Special Servicer (filed as Exhibit 35.4 to the Original Form 10-K and incorporated by reference herein)

35.5 Wells Fargo Bank, N.A. as Certificate Administrator (filed as Exhibit 35.5 to the Original Form 10-K and incorporated by reference herein)

35.6 Wells Fargo Bank, N.A. as General Master Servicer (filed as Exhibit 35.6 to the Original Form 10-K and incorporated by reference herein)

35.7 Prudential Asset Resources, Inc., as Primary Servicer

(99.1) This Mortgage Loan Purchase Agreement, dated March 6, 2013, between The Royal Bank of Scotland plc and Wells Fargo Commercial Mortgage Securities, Inc., incorporated by reference from Exhibit 99.1 of the issuing entitys Current Report on Form 8-K filed with the Commission on March 20, 2013.

(99.2) This Mortgage Loan Purchase Agreement, dated March 6, 2013, between Wells Fargo Bank, National Association, and Wells Fargo Commercial Mortgage Securities, Inc. incorporated by reference from Exhibit 99.2 of the issuing entitys Current Report on Form 8-K filed with the Commission on March 20, 2013.

(99.3) This Mortgage Loan Purchase Agreement, dated March 6, 2013, between Liberty Island Group I LLC, and Wells Fargo Commercial Mortgage Securities, Inc., and Liberty Island Group LLC incorporated by reference from Exhibit 99.3 of the issuing entitys Current Report on Form 8-K filed with the Commission on March 20, 2013.

(99.4) This Mortgage Loan Purchase Agreement, dated March 6, 2013, between C-III Commercial Mortgage LLC, and Wells Fargo Commercial Mortgage Securities, Inc. incorporated by reference from Exhibit 99.4 of the issuing entitys Current Report on Form 8-K filed with the Commission on March 20, 2013.

(99.5) This Mortgage Loan Purchase Agreement, dated March 6, 2013, between Basis Real Estate Capital II, LLC, Wells Fargo Commercial Mortgage Securities, Inc., and Basis Investment Group LLC incorporated by reference from Exhibit 99.5 of the issuing entitys Current Report on Form 8-K filed with the Commission on March 20, 2013.

(99.6) This Mortgage Loan Purchase Agreement, dated March 6, 2013, between RBS Financial Products Inc., and Wells Fargo Commercial Mortgage Securities, Inc. incorporated by reference from Exhibit 99.6 of the issuing entitys Current Report on Form 8-K filed with the Commission on March 20, 2013.

(99.7) This Mortgage Loan Purchase Agreement, dated March 6, 2013, between NCB, FSB, and Wells Fargo Commercial Mortgage Securities, Inc. incorporated by reference from Exhibit 99.7 of the issuing entitys Current Report on Form 8-K filed with the on March 20, 2013.

(99.8) This Primary Servicing Agreement, dated as of March 1, 2013, between Wells Fargo Bank, National Association, as Master Servicer, and Prudential Asset Resources, Inc., as Primary Servicer, (filed as Exhibit 99.8 to the registrant’s Current Report on Form 8-K, filed March 20, 2013 and incorporated by reference herein).

(b) 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.

Wells Fargo Commercial Mortgage Securities, Inc.

(Depositor)

/s/ Anthony Sfarra

Anthony Sfarra, President

(senior officer in charge of securitization of the depositor)

Date: August 29, 2014

Exhibit Index

Exhibit No.