UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____

 

FORM 10-K/A

 

(Amendment No. 1)


FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

(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

 

o 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 of issuing entity: 001-35579

 

Fixed Income Trust for Prudential Financial, Inc. Notes, Series 2012-1
______________________________________________________
(Exact name of issuing entity as specified in its charter)

 

Commission File Number of depositor and sponsor: 001-35323

 

Fixed Income Client Solutions LLC
______________________________________________________
(Exact name of depositor and sponsor as specified in its charter)

 

Delaware 27-4404514
(State or other jurisdiction of incorporation
or organization)
(I.R.S. Employer Identification No.)
   
   

Fixed Income Client Solutions LLC 

214 N. Tryon Street, Suite 2636 

Charlotte, North Carolina 

28202
(Address of principal executive offices) (Zip Code)
   

Registrant’s telephone number, including area code: (877) 421-7858

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class Name of Each Exchange on Which Registered
Class A-2037 Callable Step Up Certificates New York Stock Exchange LLC
   

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 o 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 o 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 o

 

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 (§ 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).
Yes x No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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 large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o    Accelerated filer o    Non- accelerated filer x    Smaller reporting company o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes o 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:

 

The registrant has no voting stock or class of common stock that is held by non-affiliates.

 

 
 

DOCUMENTS INCORPORATED BY REFERENCE

 

None.

 

EXPLANATORY NOTE

 

The Depositor, on behalf of Fixed Income Trust for Prudential Financial, Inc. Notes, Series 2012-1, is filing this Amendment No. 1 on Form 10-K/A to its Form 10-K for the year ended December 31, 2013 to revise disclosure included pursuant to Item 1122 of Regulation AB and to correct the signature to the Form 10-K.

 

This Form 10-K/A does not otherwise amend Form 10-K.

 

 
 

PART III

 

The Information below has been provided in accordance with General Instructions J(2) to Form 10-K.

 

Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria

The Bank of New York Mellon has been identified by the registrant as a party participating in the servicing function with respect to the pool assets held by Fixed Income Trust for Prudential Financial, Inc. Notes, Series 2012-1. The Bank of New York Mellon has completed a report on an assessment of compliance with the servicing criteria applicable (the “Report on Assessment”) as of February 26, 2014 and for a period beginning January 1, 2013 through and including December 31, 2013, which Report on Assessment is attached as an exhibit to this Form 10-K. In addition, The Bank of New York Mellon has provided an attestation report (the “Attestation Report”) by a registered independent public accounting firm regarding its related Report on Assessment. The Attestation Report is attached as an exhibit to this Form 10-K.

 

Except as disclosed below, neither the Report on Assessment nor the related Attestation Report has identified any material instances of noncompliance with the servicing criteria described in the Report on Assessment as being applicable to The Bank of New York Mellon. With respect to the exceptions identified below, The Bank of New York Mellon has confirmed that none of the identified instances of noncompliance related to or affected Fixed Income Trust for Prudential Financial, Inc. Notes, Series 2012-1. The Bank of New York Mellon has identified the “certain reports” that were impacted by the material instance of noncompliance as the following: (i) reports to issuers covering time frames from January 2013 to July 2013 and (ii) Form 10-Ds covering time frames from February 25, 2013 to March 5, 2013 and from February 6, 2013 to May 2, 2013. The Bank of New York Mellon has further confirmed to the registrant that one of the issuers impacted by the material instance of noncompliance is a corporate debt repackaging issuer. The registrant has not independently reviewed or verified any of the foregoing information provided by The Bank of New York Mellon, or the accuracy or sufficiency of any remediation efforts by The Bank of New York Mellon.

 

Exceptions:

 

The Bank of New York Mellon’s report on assessment and the related attestation report have identified material noncompliance with two servicing criteria applicable to The Bank of New York Mellon:

 

·Servicing criterion 1122(d)(3)(i)(A) contemplates that reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports must be prepared in accordance with timeframes and other terms set forth in the transaction agreements.

 

Noncompliance: The Bank of New York Mellon indicates that during the reporting period, certain reports to investors were not prepared in accordance with the timeframes and other terms set forth in the related transaction agreements.

 

Remediation: The Bank of New York Mellon further indicates that when its management became aware of such instances (a) controls designed to prevent such occurrences in the future were implemented and (b) impacted investors received either (i) reports containing accurate information that were not previously distributed or (ii) revised reports notifying investors that previous information in reports were revised with corrected information. Reports were delivered to investors and filed on EDGAR on Form 10-D or Form 10-D/A, as required.

 
 

·Servicing criterion 1122(d)(3)(ii) contemplates that amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.

 

Noncompliance: The Bank of New York Mellon indicates that during the reporting period, for an auto transaction in its platform, certain amounts due to the related investors were not remitted in accordance with the timeframes set forth in the related transaction agreements.

 

Remediation: The Bank of New York Mellon further indicates that when its management became aware of such instance (a) the transaction was properly set-up on the related company’s automated payment system and other controls designed to prevent such occurrences in the future were implemented, (b) notice of the failure was made available to investors in the transaction through the facilities of DTC on August 21, 2013 and on a Form 10-D filed on EDGAR on the same date, and investors were offered compensation for the one day remittance delay, and (c) the investor report was not revised as it accurately reflected the amounts due to investors and available for payment on the payment due date.

 

 
 

SIGNATURE

 

Pursuant to the requirements of Section 13 or 15(d) 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.

 

  Fixed Income Client Solutions LLC,
  as Depositor for Fixed Income Trust for Prudential Financial, Inc. Notes, Series 2012-1
   
  By:   /s/ James Whang
  Name:   James Whang
  Title:     Treasurer
     
  (senior officer in charge of securitization of the depositor)
   

Dated: March 19, 2015