Attached files

file filename
EX-31 - EX-31 - CFCRE Commercial Mortgage Trust 2011-C2d889164dex31.htm
EX-35.1 - EX-35.1 - CFCRE Commercial Mortgage Trust 2011-C2d889164dex351.htm
EX-33.3 - EX-33.3 - CFCRE Commercial Mortgage Trust 2011-C2d889164dex333.htm
EX-33.6 - EX-33.6 - CFCRE Commercial Mortgage Trust 2011-C2d889164dex336.htm
EX-34.6 - EX-34.6 - CFCRE Commercial Mortgage Trust 2011-C2d889164dex346.htm
EX-34.2 - EX-34.2 - CFCRE Commercial Mortgage Trust 2011-C2d889164dex342.htm
EX-35.2 - EX-35.2 - CFCRE Commercial Mortgage Trust 2011-C2d889164dex352.htm
EX-33.5 - EX-33.5 - CFCRE Commercial Mortgage Trust 2011-C2d889164dex335.htm
EX-33.4 - EX-33.4 - CFCRE Commercial Mortgage Trust 2011-C2d889164dex334.htm
EX-33.1 - EX-33.1 - CFCRE Commercial Mortgage Trust 2011-C2d889164dex331.htm
EX-34.3 - EX-34.3 - CFCRE Commercial Mortgage Trust 2011-C2d889164dex343.htm
EX-33.2 - EX-33.2 - CFCRE Commercial Mortgage Trust 2011-C2d889164dex332.htm
EX-34.5 - EX-34.5 - CFCRE Commercial Mortgage Trust 2011-C2d889164dex345.htm
EX-34.1 - EX-34.1 - CFCRE Commercial Mortgage Trust 2011-C2d889164dex341.htm
EX-34.4 - EX-34.4 - CFCRE Commercial Mortgage Trust 2011-C2d889164dex344.htm
EX-35.3 - EX-35.3 - CFCRE Commercial Mortgage Trust 2011-C2d889164dex353.htm

 

 

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, 2014

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 of the issuing entity: 333-172863-01

Central Index Key Number of the issuing entity: 0001535706

 

 

CFCRE Commercial Mortgage Trust 2011-C2

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

Central Index Key Number of the depositor: 0001515166

CCRE Commercial Mortgage Securities, L.P.

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

Central Index Key Number of the sponsor: 0001558761

Cantor Commercial Real Estate Lending, L.P.

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

 

 

 

New York  

45-6653210

45-6653220

45-6663249

(State or other jurisdiction of

incorporation or organization of

the issuing entity)

 

(I.R.S. Employer

Identification Numbers)

c/o CCRE Commercial Mortgage Securities, L.P.

110 East 59th Street

New York, New York 10022

(Address of principal executive offices of the issuing entity)

(Registrant’s telephone number, including area code)

(212) 915-1700

 

 

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    x  No

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    x  No

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.    x  Yes    ¨  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 (§ 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-SK (§ 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    x  No

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.    ¨  Yes    ¨  No

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).

See Item 15

 

 

 


EXPLANATORY NOTES

The RiverTown Crossings Mall Mortgage Loan, which constituted approximately 12.8% of the asset pool of the issuing entity as of its cut-off date, is an asset of the issuing entity and is part of a loan combination that includes the RiverTown Crossings Mall Mortgage Loan and one other pari passu loan, which is not an asset of the issuing entity. This loan combination, including the RiverTown Crossings Mall Mortgage Loan, is being serviced and administered pursuant to the Pooling and Servicing Agreement, which is incorporated by reference as Exhibit 4.1 to this Annual Report on Form 10-K.

This Annual Report on Form 10-K includes an assessment of compliance with applicable servicing criteria and an accountant’s attestation report from U.S. Bank, National Association. This entity was engaged by the Certificate Administrator to perform certain custodial services. These services are included within the servicing criteria set forth in Items 1122(d)(4)(i) and 1122(d)(4)(ii). Therefore, under the principles-based definition of “servicer” set forth in Item 1101(j) that looks to the functions that an entity performs, this vendor is a “servicer” for the purposes of Item 1122. See Compliance and Disclosure Interpretations, Section 301.01 (Item 1101(j)).

With regard to the servicing criteria set forth in subsection 1122(d)(3)(iii), KeyBank National Association (“KeyBank”) has indicated that the criteria is not applicable. Under the terms of the related pooling and servicing agreement, the Certificate Administrator may, and does, perform this servicing function, and KeyBank understands that the Certificate Administrator has included this criteria in its own assessment of compliance for this transaction.

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.

 

2


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 REQUIRED BY GENERAL INSTRUCTION J(2)

Item 1112(b) of Regulation AB

The RiverTown Crossings Mall Mortgage Loan (Loan Number 1 on Annex A of the prospectus supplement of the Registrant relating to the issuing entity filed on December 13, 2011 pursuant to Rule 424(b)(5)) constitutes 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 $21,574,910 for the twelve-month period ended December 31, 2014.

The Plaza Mexico Mortgage Loan (Loan Number 2 on Annex A of the prospectus supplement of the Registrant relating to the issuing entity filed on December 13, 2011 pursuant to Rule 424(b)(5)) constitutes 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 $8,605,256 for the twelve-month period ended December 31, 2014.

Item 1114(b)(2) of Regulation AB

No entity or group of affiliated entities provides any 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

No entity or group of affiliated entities provides any derivative instruments for the certificates as described under Item 1115 of Regulation AB.

 

3


Item 1117 of Regulation AB

The registrant knows of no material pending legal proceeding involving the trust or any party related to the trust, other than routine litigation incidental to the duties of those respective parties, and the following, with respect to U.S. Bank National Association (“U.S. Bank”), a trustee, and Citibank, N.A. (“Citibank”), a certificate administrator:

In June 2014, a civil complaint was filed in the Supreme Court of the State of New York, New York County, by a group of institutional investors against U.S. Bank National Association (“U.S. Bank”), in its capacity as trustee or successor trustee (as the case may be) under certain residential mortgage backed securities (“RMBS”) trusts. The plaintiffs are investment funds formed by nine investment advisors (AEGON, BlackRock, Brookfield, DZ Bank, Kore, PIMCO, Prudential, Sealink and TIAA) that purport to be bringing suit derivatively on behalf of 841 RMBS trusts that issued $771 billion in original principal amount of securities between 2004 and 2008. According to the plaintiffs, cumulative losses for these RMBS trusts equal $92.4 billion as of the date of the complaint. The complaint is one of six similar complaints filed against RMBS trustees (Deutsche Bank, Citibank, HSBC, Bank of New York Mellon and Wells Fargo) by certain of these plaintiffs. The complaint against U.S. Bank alleges the trustee caused losses to investors as a result of alleged failures by the sponsors, mortgage loan sellers and servicers for these RMBS trusts and asserts causes of action based upon the trustee’s purported failure to enforce repurchase obligations of mortgage loan sellers for alleged breaches of representations and warranties concerning loan quality. The complaint also asserts that the trustee failed to notify securityholders of purported events of default allegedly caused by breaches by mortgage loan servicers and that the trustee purportedly failed to abide by appropriate standards of care following events of default. Relief sought includes money damages in an unspecified amount and equitable relief. In November 2014, the plaintiffs sought leave to voluntarily dismiss their original state court complaint and filed a substantially similar complaint in the United States District Court for the Southern District of New York. The federal civil complaint added a class action allegation and a change in the total number of named trusts to 843 RMBS trusts. In December 2014, the plaintiffs’ motion to voluntarily dismiss their original state court complaint was granted. Other cases alleging similar causes of action have previously been filed against U.S. Bank and other trustees by RMBS investors in other transactions.

There can be no assurances as to the outcome of the litigation, or the possible impact of the litigation on the trustee or the RMBS trusts. However, U.S. Bank denies liability and believes that it has performed its obligations under the RMBS trusts in good faith, that its actions were not the cause of losses to investors and that it has meritorious defenses, and it intends to contest the plaintiffs’ claims vigorously.

Citibank, N.A. (“Citibank”) is acting as Certificate Administrator of this CMBS transaction. In the ordinary course of business, Citibank is involved in a number of legal proceedings, including in connection with its role as trustee of certain RMBS transactions. One such proceeding was a civil action filed against Citibank in the Supreme Court of the State of New York on June 18, 2014 by a group of investors in 48 private-label RMBS trusts for which Citibank serves or did serve as trustee, asserting claims for alleged violations of the Trust Indenture Act of 1939, breach of contract, breach of fiduciary duty and negligence based on Citibank’s alleged failure to perform its duties as trustee for the 48 RMBS trusts. On November 24, 2014, plaintiffs sought leave to withdraw this action. On the same day, a smaller subset of similar plaintiff investors in 27 private label RMBS trusts for which Citibank serves as trustee filed a new civil action against Citibank in the Southern District of New York asserting similar claims as the prior action filed in state court.

There can be no assurances as to the outcome of litigation or the possible impact of litigation on the trustee or the RMBS trusts. However, Citibank denies liability and intends to vigorously defend against the litigation. Furthermore, neither the above-disclosed litigation nor any other pending legal proceeding involving Citibank will materially affect Citibank’s ability to perform its duties as Certificate Administrator under the Pooling and Servicing Agreement for this CMBS transaction.

Item 1119 of Regulation AB

The information regarding this item has been previously provided in the Prospectus of the issuing entity filed in a 424(b)(5) filing dated December 13, 2011.

Item 1122 of Regulation AB

The reports on assessments of compliance with the servicing criteria for asset-backed securities and related attestation reports on such assessments of compliance with respect to the mortgage loans and the RiverTown Crossings Mortgage Loan are attached hereto under Item 15 to this Annual Report on Form 10-K. Attached as Schedule II to the Pooling and Servicing Agreement incorporated by reference as Exhibit 4.1 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).

KeyBank National Association

Management’s assessment of compliance with Regulation AB servicing criteria furnished pursuant to Item 1122 of Regulation AB by KeyBank National Association (“KeyBank”) attached to this Annual Report on Form 10-K as Exhibit 33.1 (the “KeyBank Assessment”) identified the following material instances of noncompliance with servicing criteria 1122(d)(4)(xv) during the calendar year ended December 31, 2014 with respect to commercial mortgage loans.

Servicing Criteria Impacted:

1122(d)(4)(xv) –Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.

Material Instances of Noncompliance with Servicing Criteria:

Regarding external enhancements, specifically letters of credit, upon transfer of the servicing of the mortgage loans to KeyBank from the previous servicer, KeyBank was not properly named as the beneficiary on certain letters of credit because of deficiencies in policies and procedures relating to changes in named beneficiary. KeyBank identified eighty mortgage loans that did not properly name KeyBank as beneficiary on the letters of credit.

Remediation:

The following remediation procedures have been initiated by KeyBank: (i) the impacted mortgage loans have been identified, (ii) borrower contact has been initiated, (iii) corrective actions are underway and are being tracked and monitored by senior management, (iv) procedures have been revised to include new tracking and action steps to prevent this situation from reoccurring in the future, and (v) training has been provided to the relevant staff members to prevent a recurrence, and (vi) updates will be made to software systems to assist staff members with compliance.

As of the date of the KeyBank Assessment, there are thirty-one mortgage loans contained within fourteen transactions for which the beneficiary name on the letters of credit still needs to be corrected. The fourteen transactions are listed below, with the following information with respect to each transaction: the number of impacted mortgage loans to be corrected included in such transaction, and the aggregate amount of the letters of credit related to such impacted mortgage loans to be corrected.

 

Transaction

   # of impacted
mortgage loans to
be corrected
   Amount of the
letters of credit
related to such
impacted
mortgage loans to
be corrected ($)
 

BACM 2005-4

   1      2,500,000.00   

BACM 2006-1

   2      4,122,389.00   

BACM 2006-3

   4      1,397,562.00   

BACM 2006-5

   2      477,789.00   

BACM 2006-6

   4      1,305,983.00   

BACM 2007-1

   4      1,776,950.00   

BACM 2007-2

   3      595,091.00   

BACM 2007-3

   5      5,478,556.00   

BACM 2007-4

   1      1,000,000.00   

BACM 2008-LS1

   1      275,346.00   

GECMC 2007-C1

   2      614,472.00   

MLMT 2008-C1

   1      102,818.00   

COMM 2006-C7

   1      355,000.00   

MSC 2012-C4

   1      2,500,000.00   

During the calendar year ended December 31, 2014, no demands were made upon any of the impacted letters of credit, and thus, none of the affected transactions were materially impacted.

 

* The accountant’s attestation report referred to in the KeyBank Assessment includes only item 1 and item 2 (other than the last sentence thereof) referred to above.

Item 1123 of Regulation AB

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

 

4


  (2) Not applicable

 

  (3) See below

 

  4.1 Pooling and Servicing Agreement, dated as of December 11, 2011, among CCRE Commercial Mortgage Securities, L.P., as Depositor, Bank of America, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, TriMont Real Estate Advisors, Inc., as Operating Advisor, Citibank, N.A., as Certificate Administrator, and Citibank, N.A., as Trustee, relating to the CFCRE Commercial Mortgage Trust 2011-C2 transaction (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed on December 15, 2011 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 Master Servicer
33.2 LNR Partners, LLC, as Special Servicer
33.3 U.S. Bank, National Association, as Trustee
33.4 Citibank, N.A., as Certificate Administrator and Custodian
33.5 TriMont Real Estate Advisors, Inc., as Operating Advisor
33.6 U.S. Bank, National Association, as Servicing Function Participant
33.7 KeyBank National Association, as Primary Servicer of the RiverTown Crossings Mall Mortgage Loan (see Exhibit 33.1)
33.8 LNR Partners, LLC, as Special Servicer of the RiverTown Crossings Mall Mortgage Loan (see Exhibit 33.2)
33.9 U.S. Bank, National Association, as Trustee of the RiverTown Crossings Mall Mortgage Loan (see Exhibit 33.3)
33.10 Citibank, N.A., as Certificate Administrator and Custodian of the RiverTown Crossings Mall Mortgage Loan (see Exhibit 33.4)
33.11 TriMont Real Estate Advisors, Inc., as Operating Advisor of the RiverTown Crossings Mall Mortgage Loan (see Exhibit 33.5)
33.12 U.S. Bank, National Association, as Servicing Function Participant of the RiverTown Crossings Mall Mortgage Loan (see Exhibit 33.6)
34 Attestation reports on assessment of compliance with servicing criteria for asset-backed securities.
34.1 KeyBank National Association, as Master Servicer
34.2 LNR Partners, LLC, as Special Servicer
34.3 U.S. Bank, National Association, as Trustee
34.4 Citibank, N.A., as Certificate Administrator and Custodian
34.5 TriMont Real Estate Advisors, Inc., as Operating Advisor
34.6 U.S. Bank, National Association, as Servicing Function Participant
34.7 KeyBank National Association, as Primary Servicer of the RiverTown Crossings Mall Mortgage Loan (see Exhibit 34.1)
34.8 LNR Partners, LLC, as Special Servicer of the RiverTown Crossings Mall Mortgage Loan (see Exhibit 34.2)
34.9 U.S. Bank, National Association, as Trustee of the RiverTown Crossings Mall Mortgage Loan (see Exhibit 34.3)
34.10 Citibank, N.A., as Certificate Administrator and Custodian of the RiverTown Crossings Mall Mortgage Loan (see Exhibit 34.4)
34.11 TriMont Real Estate Advisors, Inc., as Operating Advisor of the RiverTown Crossings Mall Mortgage Loan (see Exhibit 34.5)
34.12 U.S. Bank, National Association, as Servicing Function Participant of the RiverTown Crossings Mall Mortgage Loan (see Exhibit 34.6)
35 Servicer compliance statements.
35.1 KeyBank National Association, as Master Servicer
35.2 LNR Partners, LLC, as Special Servicer

 

5


35.3 Citibank, N.A., as Certificate Administrator
35.4 KeyCorp Real Estate Capital Markets, Inc., as Primary Servicer of the RiverTown Crossings Mall Mortgage Loan (see Exhibit 35.1)
35.5 LNR Partners, LLC, as Special Servicer of the RiverTown Crossings Mall Mortgage Loan (see Exhibit 35.2)
35.6 Citibank, N.A., as Certificate Administrator of the RiverTown Crossings Mall Mortgage Loan (see Exhibit 35.3)
99.1 Mortgage Loan Purchase Agreement, dated as of December 11, 2011, between CCRE Commercial Mortgage Securities, L.P. and Cantor Commercial Real Estate Lending, L.P. (filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-K filed on December 15, 2011 and incorporated by reference herein).

 

(b) The exhibits required to be filed by Registrant pursuant to Item 601 of Regulation S-K are listed above and in the Exhibit Index that immediately follows the signature page hereof.

 

(c) Not Applicable

 

6


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.

Date: March 30, 2015

 

CCRE Commercial Mortgage Securities, L.P.
(Depositor)
/s/ Anthony Orso
Anthony Orso, Principal Executive Officer
(Senior Officer in Charge of Securitization of the Depositor)

 

7