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, 2015
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: 333-172143-03
Central Index Key Number of the issuing entity: 0001543042
COMM 2012-LC4 Mortgage Trust
(exact name of the issuing entity as specified in its charter)
Central Index Key Number of the depositor: 0001013454
Deutsche Mortgage & Asset Receiving Corporation
(exact name of the depositor as specified in its charter)
Central Index Key Number of the sponsor: 0001541294
German American Capital Corporation
(exact name of the sponsor as specified in its charter)
Central Index Key Number of the sponsor: 0001541468
Ladder Capital Finance LLC
(exact name of the sponsor as specified in its charter)
Central Index Key Number of the sponsor: 0001547562
Guggenheim Life and Annuity Company
(exact name of the sponsor as specified in its charter)
45-4704011
45-5035640
New York 45-5035612
(State or other jurisdiction of 45-6874157
incorporation or organization of (I.R.S. Employer
the issuing entity) Identification Numbers)
c/o Deutsche Bank Trust Company Americas
as Certificate Administrator
1761 East St. Andrew Place
Santa Ana, CA
(Address of principal executive offices of the issuing entity)
92705
(Zip Code)
Registrant's telephone number, including area code:
(212) 250-2500
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
(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 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).
Not applicable.
EXPLANATORY NOTES
Wells Fargo Bank, National Association, as Master Servicer of the subject
transaction did not provide an assessment of compliance with respect to
Item 1122(d)(3)(iii). At the time the Pooling and Servicing Agreement was
entered into, it was intended that either the master servicer or the
certificate administrator would perform this servicing function. In fact,
Item 1122(d)(3)(iii) of Regulation AB was performed by the certificate
administrator, and is included in the assessment of compliance with
applicable servicing criteria and accountants' attestation report of the
certificate administrator for the subject transaction.
U.S. Bank National Association acts as trustee of the mortgage loans
serviced under the Pooling and Servicing Agreement. Pursuant to the
Pooling and Servicing Agreement, the trustee is required to provide an
assessment of compliance with applicable servicing criteria solely with
respect to Item 1122(d)(2)(iii) of Regulation AB (regarding advances of
funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances, are made,
reviewed and approved as specified in the transaction agreements).
However, the trustee is not required to deliver such assessment of
compliance with applicable servicing criteria with respect to any
reporting period during which there were no servicing criteria
applicable to the trustee, as was the case during the reporting period
covered by this Annual Report on Form 10-K. As a result, this Annual
Report on Form 10-K does not include an assessment of compliance with
applicable servicing criteria of the trustee. One or more other
servicers of the mortgage loans serviced under the Pooling and
Servicing Agreement have delivered one or more assessments of
compliance with respect to Item 1122(d)(2)(iii) of Regulation AB.
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 of the
Pooling and Servicing Agreement 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) that looks to the functions that an entity performs, these
vendors are "servicers" for the purposes of Item 1122. See Compliance
and Disclosure Interpretations, Section 301.01 (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 Square One Mall Mortgage Loan (Loan Number 1 on Annex A-1 of the
prospectus supplement of the registrant relating to the issuing entity
filed on March 19, 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 $14,745,914.00 for the twelve-month
period ended December 31, 2015.
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 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 Deutsche Bank Trust Company Americas, as Certificate
Administrator, U.S. Bank National Association, as Trustee and Custodian,
and CWCapital Asset Management LLC, as Special Servicer:
On June 18, 2014, a group of investors, including funds managed by
Blackrock Advisors, LLC, PIMCO-Advisors, L.P., and others, filed a
derivative action against Deutsche Bank Trust Company Americas ("DBTCA")
and Deutsche Bank National Trust Company ("DBNTC") in New York State
Supreme Court purportedly on behalf of and for the benefit of 544
private-label RMBS trusts asserting claims for alleged violations of the
U.S. Trust Indenture Act of 1939 (TIA), breach of contract, breach of
fiduciary duty and negligence based on DBNTC and DBTCA's alleged failure
to perform their duties as trustees for the trusts. Plaintiffs subsequently
dismissed their state court complaint and filed a derivative and class
action complaint in the U.S. District Court for the Southern District of
New York on behalf of and for the benefit of 564 private-label RMBS
trusts, which substantially overlapped with the trusts at issue in the
state court action. The complaint alleges that the trusts at issue have
suffered total realized collateral losses of U.S. $89.4 billion, but the
complaint does not include a demand for money damages in a sum certain.
DBNTC and DBTCA filed a motion to dismiss, and on January 19, 2016, the
court partially granted the motion on procedural grounds: as to the 500
trusts that are governed by Pooling and Servicing Agreements, the court
declined to exercise jurisdiction. The court did not rule on substantive
defenses asserted in the motion to dismiss as to the 64 trusts formed
under indentures for which it retained jurisdiction. Instead, the court
ordered plaintiffs to file an amended complaint as to those indenture
trusts. On February 23, 2016, plaintiffs filed an amended complaint as to
62 of the 64 indenture trusts included in the original U.S. District Court
complaint. DBNTC and DBTCA will have an opportunity to file new defensive
motions with respect to this amended complaint. It is anticipated that
plaintiffs will, in the near future, file a new state court complaint as
to some or all of the 500 trusts governed by Pooling and Servicing
Agreements which were dismissed from the U.S. District Court action.
On December 30, 2015, IKB International, S.A. and IKB Deutsche
Industriebank A.G. filed a Summons With Notice in New York state
court naming as defendants DBNTC and DBTCA, as trustees of 37 RMBS trusts
(the "IKB Action"). The claims in the IKB Action appear to be
substantively similar to the SDNY Action. The IKB Action is not styled
as a putative class action, but may attempt to bring derivative claims
on behalf of the named RMBS Trusts. DBTCA intends to vigorously defend
the IKB Action.
DBTCA has no pending legal proceedings (including, based on DBTCA's
present evaluation, the litigation disclosed in the foregoing paragraphs)
that would materially affect its ability to perform its duties as
Certificate Administrator and Custodian under the Pooling and Servicing
Agreement for this transaction.
Since 2014 various plaintiffs or groups of plaintiffs, primarily investors,
have filed claims 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 or plaintiff groups have filed substantially similar complaints
against other RMBS trustees, including Deutsche Bank, Citibank, HSBC, Bank
of New York Mellon and Wells Fargo. The complaints against U.S. Bank
allege 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 assert 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 complaints also assert that the trustee failed to notify
securityholders of purported events of default allegedly caused by
breaches of servicing standards by mortgage loan servicers and that the
trustee purportedly failed to abide by a heightened standard of care
following alleged events of default.
Currently U.S. Bank is a defendant in multiple actions alleging individual
or class action claims against the trustee with respect to multiple trusts
as described above with the most substantial case being: BlackRock
Balanced Capital Portfolio et al v. U.S. Bank National Association,
No. 605204/2015 (N.Y. Sup. Ct.) (class action alleging claims with respect
to approximately 794 trusts) and its companion case BlackRock Core Bond
Portfolio et al v. U.S Bank National Association, No. 14-cv-9401
(S.D.N.Y.). Some of the trusts implicated in the aforementioned Blackrock
cases, as well as other trusts, are involved in actions brought by
separate groups of plaintiffs related to no more than 100 trusts per case.
There can be no assurance as to the outcome of any of the litigation, or
the possible impact of these litigations 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.
On December 17, 2015, U.S. Bank National Association, the trustee under
five (5) pooling and servicing agreements for (i) Wachovia Bank
Commercial Mortgage Trust 2007-C30, (ii) COBALT CMBS Commercial Trust
2007-C2, (iii) Wachovia Bank Commercial Mortgage Trust 2007-C31, (iv)
ML-CFC Commercial Mortgage Trust 2007-5 and (v) ML-CFC Commercial
Mortgage Trust 2007-6 commenced a proceeding with the Second Judicial
District Court of Ramsey County, Minnesota ("Court") for a declaratory
judgment as to the proper allocation of certain proceeds in the alleged
amount of $560 million ("Disputed Proceeds") received by CWCapital
Asset Management LLC ("CWCAM") in connection with the sale of the Peter
Cooper Village and Stuyvesant Town property in New York, New York (the
"Property") securing loans held by those trusts. CWCAM was the special
servicer of the Property. The petition requests the court to instruct
the trustee, the trust beneficiaries, and any other interested parties
as to the amount of the Disputed Proceeds, if any, that constitute
penalty interest and/or the amount of the Disputed Proceeds, if any,
that constitute gain-on-sale proceeds, with respect to each trust. On
February 24, 2016, CWCAM made a limited appearance with the Court to
file a motion to dismiss this proceeding based on lack of jurisdiction,
mootness, standing, and forum non conveniens. There can be no
assurances as to the outcome of this motion or the proceeding or the
possible impact on CWCAM. However, CWCAM believes that it has performed
its obligations under the related pooling and servicing agreements in
good faith, and that the Disputed Proceeds were properly allocated to
CWCAM as penalty interest, and it intends to vigorously contest any
claim that such Disputed Proceeds were improperly allocated as penalty
interest.
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 March 19, 2012 pursuant to Rule 424(b)(5).
Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.
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 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
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).
Item 1123 of Regulation AB, Servicer Compliance Statement.
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
(2) Not applicable
(3) See below
4 Pooling and Servicing Agreement, dated as of March 1, 2012, by and
among Deutsche Mortgage & Asset Receiving Corporation, as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, CWCapital
Asset Management LLC, as Special Servicer, U.S. Bank National
Association, as Trustee, Deutsche Bank Trust Company Americas, as
Certificate Administrator, Paying Agent and Custodian, and Park
Bridge Lender Services LLC, as Operating Advisor (filed as Exhibit
4.1 to the registrant's Current Report on Form 8-K filed on August 14,
2012 under Commission File No. 333-172143-03 and incorporated by
reference herein).
31 Rule 13a-14(d)/15d-14(d) Certifications.
33 Reports on assessment of compliance with servicing criteria for asset-
backed securities.
33.1 Wells Fargo Bank, National Association, as Master Servicer
33.2 Rialto Capital Advisors, LLC, as Special Servicer
33.3 Deutsche Bank Trust Company Americas, as Certificate Administrator and
Custodian
33.4 Park Bridge Lender Services LLC, as Operating Advisor
33.5 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant
33.6 National Tax Search, LLC, as Servicing Function Participant
33.7 CWCapital Asset Management LLC, as Special Servicer of the Hartman
Portfolio Mortgage
34 Attestation reports on assessment of compliance with servicing criteria
for asset-backed securities.
34.1 Wells Fargo Bank, National Association, as Master Servicer
34.2 Rialto Capital Advisors, LLC, as Special Servicer
34.3 Deutsche Bank Trust Company Americas, as Certificate Administrator and
Custodian
34.4 Park Bridge Lender Services LLC, as Operating Advisor
34.5 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant
34.6 National Tax Search, LLC, as Servicing Function Participant
34.7 CWCapital Asset Management LLC, as Special Servicer of the Hartman
Portfolio Mortgage
35 Servicer compliance statements.
35.1 Wells Fargo Bank, National Association, as Master Servicer
35.2 Rialto Capital Advisors, LLC, as Special Servicer
35.3 Deutsche Bank Trust Company Americas, as Certificate Administrator
99.1 Mortgage Loan Purchase Agreement, dated as of March 20, 2012, between
Deutsche Mortgage & Asset Receiving Corporation and German American
Capital Corporation (filed as Exhibit 99.1 to the registrant's
Current Report on Form 8-K filed on August 14, 2012 under Commission
File No. 333-172143-03 and incorporated by reference herein)
99.2 Mortgage Loan Purchase Agreement, dated as of March 20, 2012, among
Deutsche Mortgage & Asset Receiving Corporation, Ladder Capital
Finance LLC and Ladder Capital Finance Holdings LLLP (filed as
Exhibit 99.2 to the registrant's Current Report on Form 8-K filed
on August 14, 2012 under Commission File No. 333-172143-03 and
incorporated by reference herein)
99.3 Mortgage Loan Purchase Agreement, dated as of March 20, 2012, between
Deutsche Mortgage & Asset Receiving Corporation and Guggenheim Life
and Annuity Company (filed as Exhibit 99.3 to the registrant's
Current Report on Form 8-K filed on August 14, 2012 under Commission
File No. 333-172143-03 and incorporated by reference herein)
(b) The exhibits required to be filed by the 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.
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.
Deutsche Mortgage & Asset Receiving Corporation
(Depositor)
/s/ Helaine M. Kaplan
Helaine M. Kaplan, President
(senior officer in charge of securitization of the depositor)
Date: March 23, 2016
/s/ Matt Smith
Matt Smith, Director
Date: March 23, 2016
EXHIBIT INDEX
Exhibit No.
4 Pooling and Servicing Agreement, dated as of March 1, 2012, by and
among Deutsche Mortgage & Asset Receiving Corporation, as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, CWCapital
Asset Management LLC, as Special Servicer, U.S. Bank National
Association, as Trustee, Deutsche Bank Trust Company Americas, as
Certificate Administrator, Paying Agent and Custodian, and Park
Bridge Lender Services LLC, as Operating Advisor (filed as Exhibit
4.1 to the registrant's Current Report on Form 8-K filed on August 14,
2012 under Commission File No. 333-172143-03 and incorporated by
reference herein).
31 Rule 13a-14(d)/15d-14(d) Certifications.
33 Reports on assessment of compliance with servicing criteria for asset-
backed securities.
33.1 Wells Fargo Bank, National Association, as Master Servicer
33.2 Rialto Capital Advisors, LLC, as Special Servicer
33.3 Deutsche Bank Trust Company Americas, as Certificate Administrator and
Custodian
33.4 Park Bridge Lender Services LLC, as Operating Advisor
33.5 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant
33.6 National Tax Search, LLC, as Servicing Function Participant
33.7 CWCapital Asset Management LLC, as Special Servicer of the Hartman
Portfolio Mortgage
34 Attestation reports on assessment of compliance with servicing criteria
for asset-backed securities.
34.1 Wells Fargo Bank, National Association, as Master Servicer
34.2 Rialto Capital Advisors, LLC, as Special Servicer
34.3 Deutsche Bank Trust Company Americas, as Certificate Administrator and
Custodian
34.4 Park Bridge Lender Services LLC, as Operating Advisor
34.5 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant
34.6 National Tax Search, LLC, as Servicing Function Participant
34.7 CWCapital Asset Management LLC, as Special Servicer of the Hartman
Portfolio Mortgage
35 Servicer compliance statements.
35.1 Wells Fargo Bank, National Association, as Master Servicer
35.2 Rialto Capital Advisors, LLC, as Special Servicer
35.3 Deutsche Bank Trust Company Americas, as Certificate Administrator
99.1 Mortgage Loan Purchase Agreement, dated as of March 20, 2012, between
Deutsche Mortgage & Asset Receiving Corporation and German American
Capital Corporation (filed as Exhibit 99.1 to the registrant's
Current Report on Form 8-K filed on August 14, 2012 under Commission
File No. 333-172143-03 and incorporated by reference herein)
99.2 Mortgage Loan Purchase Agreement, dated as of March 20, 2012, among
Deutsche Mortgage & Asset Receiving Corporation, Ladder Capital
Finance LLC and Ladder Capital Finance Holdings LLLP (filed as
Exhibit 99.2 to the registrant's Current Report on Form 8-K filed
on August 14, 2012 under Commission File No. 333-172143-03 and
incorporated by reference herein)
99.3 Mortgage Loan Purchase Agreement, dated as of March 20, 2012, between
Deutsche Mortgage & Asset Receiving Corporation and Guggenheim Life
and Annuity Company (filed as Exhibit 99.3 to the registrant's
Current Report on Form 8-K filed on August 14, 2012 under Commission
File No. 333-172143-03 and incorporated by reference herein
