Attached files

file filename
EX-35 - 35.3 U.S. BANK NATIONAL ASSOCIATION, AS CERTIFICATE ADMINISTRATOR - UBS-Barclays Commercial Mortgage Trust 2012-C235_3_usba_ca_ubs2012c2.htm
EX-35 - 35.2 CWCAPITAL ASSET MANAGEMENT LLC, AS SPECIAL SERVICER - UBS-Barclays Commercial Mortgage Trust 2012-C235_2_cwc_ss_ubs2012c2.htm
EX-35 - 35.1 WELLS FARGO BANK, NATIONAL ASSOCIATION, AS MASTER SERVICER - UBS-Barclays Commercial Mortgage Trust 2012-C235_1_welf_ms_ubs2012c2.htm
EX-34 - 34.6 NATIONAL TAX SEARCH, LLC, AS SERVICING FUNCTION PARTICIPANT - UBS-Barclays Commercial Mortgage Trust 2012-C234_6_nts_sfp.htm
EX-34 - 34.5 CORELOGIC COMMERCIAL REAL ESTATE SERVICES, INC., AS SERVICING FUNCTION PART - UBS-Barclays Commercial Mortgage Trust 2012-C234_5_corl_sfp.htm
EX-34 - 34.4 PENTALPHA SURVEILLANCE LLC, AS OPERATING ADVISOR - UBS-Barclays Commercial Mortgage Trust 2012-C234_4_pent_oa.htm
EX-34 - 34.3 U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE, CERTIFICATE ADMINISTRATOR AND C - UBS-Barclays Commercial Mortgage Trust 2012-C234_3_usba_tcac.htm
EX-34 - 34.2 CWCAPITAL ASSET MANAGEMENT LLC, AS SPECIAL SERVICER - UBS-Barclays Commercial Mortgage Trust 2012-C234_2_cwc_ss.htm
EX-34 - 34.1 WELLS FARGO BANK, NATIONAL ASSOCIATION, AS MASTER SERVICER - UBS-Barclays Commercial Mortgage Trust 2012-C234_1_welf_ms.htm
EX-33 - 33.6 NATIONAL TAX SEARCH, LLC, AS SERVICING FUNCTION PARTICIPANT - UBS-Barclays Commercial Mortgage Trust 2012-C233_6_nts_sfp.htm
EX-33 - 33.5 CORELOGIC COMMERCIAL REAL ESTATE SERVICES, INC., AS SERVICING FUNCTION PART - UBS-Barclays Commercial Mortgage Trust 2012-C233_5_corl_sfp.htm
EX-33 - 33.4 PENTALPHA SURVEILLANCE LLC, AS OPERATING ADVISOR - UBS-Barclays Commercial Mortgage Trust 2012-C233_4_pent_oa.htm
EX-33 - 33.3 U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE, CERTIFICATE ADMINISTRATOR AND C - UBS-Barclays Commercial Mortgage Trust 2012-C233_3_usba_tcac.htm
EX-33 - 33.2 CWCAPITAL ASSET MANAGEMENT LLC, AS SPECIAL SERVICER - UBS-Barclays Commercial Mortgage Trust 2012-C233_2_cwc_ss.htm
EX-33 - 33.1 WELLS FARGO BANK, NATIONAL ASSOCIATION, AS MASTER SERVICER - UBS-Barclays Commercial Mortgage Trust 2012-C233_1_welf_ms.htm
EX-31 - 31 RULE 13A-14(D)/15D-14(D) CERTIFICATIONS. - UBS-Barclays Commercial Mortgage Trust 2012-C231_1_ubs2012c2.htm

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2016

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: 333-177354-02

Central Index Key Number of the issuing entity: 0001552328

UBS-Barclays Commercial Mortgage Trust 2012-C2

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

 

Central Index Key Number of the depositor: 0001532799

UBS Commercial Mortgage Securitization Corp.

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

 

Central Index Key Number of the sponsor: 0001541886

UBS Real Estate Securities Inc.

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

 

Central Index Key Number of the sponsor: 0000312070

Barclays Bank PLC

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

 

Central Index Key Number of the sponsor: 0001548405

(The CIK provided is associated with Starwood Mortgage Capital LLC, the parent of the sponsor, which acts as securitizer for purposes of Rule 15Ga-1)

Starwood Mortgage Funding II LLC

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

(formerly known as Archetype Mortgage Funding II LLC)

 

Central Index Key Number of the sponsor: 0001089877

KeyBank National Association

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

 

New York
(State or other jurisdiction of
incorporation or organization of

the issuing entity)

46-0613665

46-0621519

(I.R.S. Employer

Identification Numbers)

 

c/o U.S. Bank National Association

as Certificate Administrator

190 S. LaSalle Street

Chicago, IL

(Address of principal executive offices of the issuing entity)

 

 

 

60603

(Zip Code)

 

Registrant’s telephone number, including area code:

(212) 713-2000

 

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

 

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

 

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 ☐ 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 ☒  (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

 

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.

 

 

 

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EXPLANATORY NOTE

 

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 under 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 servicing functions are included within the servicing criteria set forth in Items 1122(d)(4)(xi) and 1122(d)(4)(xii) of Regulation AB.  Therefore, under the principles-based definition of “servicer” set forth in Item 1101(j) of Regulation AB that looks to the functions that an entity performs, these vendors are “servicers” for the purposes of Item 1122 of Regulation AB.  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.

 

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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 110 William Street Mortgage Loan (Loan # 1 on Annex A-1 to the prospectus supplement of the registrant relating to the issuing entity filed on July 16, 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. The 110 William Street Mortgage Loan was paid in full and released during the reporting period covered by this Annual Report on Form 10-K. Significant obligor financial information is omitted from this Annual Report on Form 10-K and will be omitted from future Annual Reports on Form 10-K for this issuing entity

 

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 CWCapital Asset Management LLC, as special servicer.

 

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On January 24, 2016 PSW NYC LLC commenced a complaint (the “PSW Complaint”) with the Supreme Court of the State of New York, County of New York (the “PSW Court”) against Bank of America, N.A. as trustee under the pooling and servicing agreements for Wachovia Bank Commercial Mortgage Trust 2007-C30 and COBALT CMBS Commercial Trust 2007-C2, U.S. Bank National Association as Trustee under the pooling and servicing agreements for Wachovia Bank Commercial Mortgage Trust 20007-C31, ML-CFC Commercial Mortgage Trust 2007-5 and ML-CFC Commercial Mortgage Trust 2007-6 (collectively, the “Trusts”), PCV-M Holdings LLC and CWCapital Asset Management LLC, individually and as special servicer for the Trusts (collectively, the “Defendants”) seeking either (a) damages in an amount to be determined by the PSW Court but alleged by the plaintiffs to be approximately $500,000,000 – such amount being the amount PSW NYC LLC alleges would have been recovered on certain mezzanine loans (the “Mezzanine Loans”) related to the Peter Cooper Village and Stuyvesant Town property (the “PCVST Property”) in New York City which PSW NYC LLC sold to an entity related to the Defendants pursuant to a settlement agreement related to certain prior litigation (the “Settlement Agreement”) or (b) the rescission of the Settlement Agreement which would result in, among other things, the rescission of the sale of the Mezzanine Loans and a claim for certain proceeds from the sale of the PCVST Property. PSW NYC LLC alleges that the Defendants procured the Settlement Agreement by fraud and further that the terms of the Settlement Agreement were breached by the Defendants. On February 26, 2016, CWCAM on behalf of itself and the other Defendants filled a motion to dismiss the complaint (the “CWCAM Motion to Dismiss”). Oral argument has been set by the PSW Court on the CWCAM Motion to Dismiss for August 23, 2016. There can be no assurances as to the outcome of this CWCAM Motion to Dismiss or the PSW Complaint or the possible impact on CWCAM. However, CWCAM believes that it was not guilty of any fraud in the procurement of the Settlement Agreement, that it performed its obligations under applicable pooling and servicing agreements in good faith and disputes PSW NYC LLC allegations. CWCAM intends to vigorously contest such allegations. 

 

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 July 16, 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

 

4Pooling and Servicing Agreement, dated as of July 1, 2012, by and among UBS Commercial Mortgage Securitization Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and U.S. Bank National Association, as Trustee, Certificate Administrator, Paying Agent and Custodian (filed as Exhibit 4 to the registrant’s Current Report on Form 8-K filed on July 17, 2012 under Commission File No. 333-177354-02 and incorporated by reference herein).

 

31Rule 13a-14(d)/15d-14(d) Certifications.

 

33Reports on assessment of compliance with servicing criteria for asset-backed securities.

 

33.1Wells Fargo Bank, National Association, as Master Servicer

 

33.2CWCapital Asset Management LLC, as Special Servicer

 

33.3U.S. Bank National Association, as Trustee, Certificate Administrator and Custodian

 

33.4Pentalpha Surveillance LLC, as Operating Advisor

 

33.5CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant

 

5

 

 

33.6National Tax Search, LLC, as Servicing Function Participant

 

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

 

34.1Wells Fargo Bank, National Association, as Master Servicer

 

34.2CWCapital Asset Management LLC, as Special Servicer

 

34.3U.S. Bank National Association, as Trustee, Certificate Administrator and Custodian

 

34.4Pentalpha Surveillance LLC, as Operating Advisor

 

34.5CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant

 

34.6National Tax Search, LLC, as Servicing Function Participant

 

35Servicer compliance statements.

 

35.1Wells Fargo Bank, National Association, as Master Servicer

 

35.2CWCapital Asset Management LLC, as Special Servicer

 

35.3U.S. Bank National Association, as Certificate Administrator

 

99.1Mortgage Loan Purchase Agreement, dated as of July 17, 2012, between UBS Commercial Mortgage Securitization Corp. and UBS Real Estate Securities Inc. (filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-K filed on July 17, 2012 under Commission File No. 333-177354-02 and incorporated by reference herein)

 

99.2Mortgage Loan Purchase Agreement, dated as of July 17, 2012, between UBS Commercial Mortgage Securitization Corp. and Barclays Bank PLC (filed as Exhibit 99.2 to the registrant’s Current Report on Form 8-K filed on July 17, 2012 under Commission File No. 333-177354-02 and incorporated by reference herein)

 

99.3Mortgage Loan Purchase Agreement, dated as of July 17, 2012, between UBS Commercial Mortgage Securitization Corp. and Archetype Mortgage Funding II LLC (filed as Exhibit 99.3 to the registrant’s Current Report on Form 8-K filed on July 17, 2012 under Commission File No. 333-177354-02 and incorporated by reference herein)

 

99.4Mortgage Loan Purchase Agreement, dated as of July 17, 2012, between UBS Commercial Mortgage Securitization Corp. and KeyBank National Association (filed as Exhibit 99.4 to the registrant’s Current Report on Form 8-K filed on July 17, 2012 under Commission File No. 333-177354-02 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.

 

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.

 

UBS Commercial Mortgage
Securitization Corp.
(Depositor)

 

/s/ David Nass  
David Nass, President and Chief Executive Officer  
(senior officer in charge of securitization of the depositor)  

 

Date: March 23, 2017

 

/s/ Alfred Fernandez  

Alfred Fernandez, Executive Director

(senior officer in charge of securitization of the depositor)  
 

 

Date: March 23, 2017

 

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