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, 2011
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: 333-165147-01
J.P. Morgan Chase Commercial Mortgage Securities Trust 2011-C5
(exact name of issuing entity as specified in its charter)
J.P. Morgan Chase Commercial Mortgage Securities Corp.
(exact name of the depositor as specified in its charter)
JPMorgan Chase Bank, National Association
(exact name of the sponsor as specified in its charter)
New York 38-3851352
(State or other jurisdiction of 38-3851353
incorporation or organization) 38-7003224
(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.
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 InterContinental Hotel Chicago mortgage loan constitutes a significant
obligor within the meaning of Item 1101(k)(2) of Regulation AB, as disclosed
in the Prospectus Supplement filed with the SEC on September 26, 2011. In
accordance with Item 1112(b) of Regulation AB, the unaudited net operating
income of the significant obligor for the 2011 calendar year is $14,115,708
(after taking a deduction for furniture, fixtures and equipment reserves).
SunTrust Bank, the Lessee at the mortgaged properties that secure the SunTrust
Bank Portfolio I mortgage loan and the SunTrust Bank Portfolio II mortgage
loan constitutes a significant obligor within the meaning of 1101(k)(2) of
Regulation AB. Year-end financial information required under Item 1112(b) of
Regulation AB can be found in the tables below.
SunTrust Bank
303 Peachtreet Street, Northeast
Atlanta, GA 30308
FDIC Certificate #: 867 Bank Charter Class: SM
Definition Dollar figures in thousands SunTrust Bank
Atlanta, GA
31-Dec-11
Income and Expense (Year-to-date)
1 Number of institutions reporting 1
2 Total interest income 6,068,885
3 Total interest expense 866,833
4 Net interest income 5,202,052
5 Provision for loan and lease losses 1,523,048
6 Total noninterest income 2,462,938
7 Fiduciary activities 292,340
8 Service charges on deposit accounts 685,669
9 Trading account gains & fees 196,875
10 Additional noninterest income 1,288,054
11 Total noninterest expense 5,405,033
12 Salaries and employee benefits 2,385,580
13 Premises and equipment expense 534,892
14 Additional noninterest expense 2,484,561
15 Pre-tax net operating income 736,909
16 Securities gains (losses) 26,480
17 Applicable income taxes 90,419
18 Income before extraordinary items 672,970
19 Extraordinary gains - net 0
20 Net income attributable to bank 663,517
21 Net income attributable to noncontrolling interests 9,453
22 Net income attributable to bank and 672,970
noncontrolling interests
23 Net charge-offs 2,040,203
24 Cash dividends 0
25 Sale, conversion, retirement of capital stock, net 0
26 Net operating income 649,668
Memo:
Interest income and expense in foreign offices
Gross fiduciary and related services income
SunTrust Bank
303 Peachtreet Street, Northeast
Atlanta, GA 30308
FDIC Certificate #: 867 Bank Charter Class: SM
Definition Dollar figures in thousands SunTrust Bank
Atlanta, GA
31-Dec-11
Assets and Liabilities (Year-to-date)
1 Total employees (full-time equivalent) 27,083
2 Total assets 171,291,705
3 Cash and due from depository institutions 3,690,898
4 Interest-bearing balances 1,567,788
5 Securities 25,297,587
6 Federal funds sold & reverse repurchase agreements 319,823
7 Net loans & leases 122,179,964
8 Loan loss allowance 2,455,901
9 Trading account assets 3,844,200
10 Bank premises and fixed assets 1,382,678
11 Other real estate owned 627,467
12 Goodwill and other intangibles 6,821,365
13 All other assets 7,127,723
14 Total liabilities and capital 171,291,705
15 Total liabilities 150,644,309
16 Total deposits 129,833,181
17 Interest-bearing deposits 94,988,059
18 Deposits held in domestic offices 129,779,968
19 % insured 83.80%
20 Federal funds purchased & repurchase agreements 1,742,552
21 Trading liabilities 1,408,527
22 Other borrowed funds 12,804,420
23 Subordinated debt 1,760,241
24 All other liabilities 3,095,388
25 Total equity capital 20,647,396
26 Total bank equity capital 20,538,839
27 Perpetual preferred stock 0
28 Common stock 21,600
29 Surplus 13,233,460
30 Undivided profits 7,283,779
31 Noncontrolling interests in consolidated subsidiaries 108,557
Memoranda:
32 Noncurrent loans and leases 4,932,399
33 Noncurrent loans that are wholly or partially 1,987,032
guaranteed by the U.S. government
34 Income earned, not collected on loans 740,734
35 Earning assets 151,729,105
36 Long-term assets (5+ years) 45,770,000
37 Average Assets, year-to-date 166,176,298
38 Average Assets, quarterly 168,888,876
39 Total risk weighted assets 131,092,580
40 Adjusted average assets for leverage capital 161,372,774
purposes
41 Life insurance assets 659,344
42 General account life insurance assets 378,039
43 Separate account life insurance assets 143,124
44 Hybrid life insurance assets 138,181
45 Volatile liabilities 12,764,987
46 Insider loans 99,944
47 FHLB advances 7,027,409
48 Loans and leases held for sale 1,949,872
49 Unused loan commitments 57,632,901
50 Tier 1 (core) risk-based capital 14,026,498
51 Tier 2 risk-based capital 3,182,583
52 Total unused commitments 57,632,901
53 Derivatives 309,266,486
Total assets and liabilities in foreign offices
Restructured Loans and leases
Past due and nonaccrual assets
Fiduciary and related services
Carrying amount of assets covered by FDIC loss
share agreements
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 filed in a 424(b)(5)
filing dated September 26, 2011.
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.
The following material instance of non-compliance has been disclosed by Wells
Fargo, National Association in its capacity as Trustee and Paying Agent:
Material Instances of Noncompliance by the Company
Management's assessment of compliance with the Applicable Servicing Criteria
set forth by the Securities and Exchange Commission in paragraph (d) of Item
1122 of Regulation AB as of December 31, 2011 and for the Period, disclosed
that material noncompliance occurred with servicing criteria 1122(d)(3)(i)(B)
and 1122(d)(3)(ii), as fol1ows:
* With respect to servicing criterion 1122(d)(3)(i)(B), certain reports to
investors did not provide information calculated in accordance with the terms
specified in the transaction agreements.
* With respect to servicing criterion 1122(d)(3)(ii), certain amounts due to
investors were not allocated and remitted in accordance with timeframes,
distribution priority and other terms set forth in the transaction agreements.
Management's Discussion on Material Instances of Noncompliance by the Company
Disclosure: During the Period, (i) certain amounts allocated and remitted to
investors were not calculated in accordance with the terms specified in the
transaction agreements, and (ii) certain reports to investors did not provide
information calculated in accordance with the terms specified in the
transaction agreements with respect to waterfall calculations and/or reporting
disclosures. As part of its assessment of compliance with the Applicable
Servicing Criteria, Management identified that in certain instances the
material noncompliance reported in Schedule A hereto was attributable to
errors in the models impacting payments to investors and reporting
disclosures, including those for a subset of RMBS transactions in the Platform
that contain multi-group features, herein referred to as "Subject
Transactions". As Management has determined the modeling errors for Subject
Transactions to be the most significant issue resulting in material instances
of noncompliance, Management's analysis of this issue's impact on the Platform
for the Period is described below in the "Scope".
Scope: Management reviewed all of the distributions to investors during the
Period for the Subject Transactions and all of the models used to prepare
reports to investors for the Subject Transactions and determined that (i) the
total dollar amount of payment errors in excess of $5,000 for any particular
distribution during the Period when aggregating the payment errors for each
affected CUSIP, herein referred to as "Disclosed Errors", for the Subject
Transactions represented approximately one one-thousandth of one percent
(.001%) of the total dollar amount allocated and remitted to investors in all
transactions across the Platform during the Period, (ii) the tranches with
payment errors above $200 for the Subject Transactions with Disclosed Errors
comprised less than one-tenth of one percent (0.1%) of the number of tranches
in the Platform as of December 31, 2011, (iii) there were 17 Subject
Transactions with Disclosed Errors comprising less than one percent (1%) of
the total number of transactions in the Platform as of December 31, 2011, and
(iv) 340 of the Subject Transactions, including those transactions with
Disclosed Errors, required model revisions.
Remediation: For each of the instances of material noncompliance identified by
Management, including Subject Transactions, adjustments have been made to the
waterfall models, as applicable so that the models, in all material respects,
are expected to prepare the investor reports in accordance with the terms
specified in the transaction agreements. Revisions also have been made so that
the investor reports associated with the instances of material noncompliance
are expected to provide information that is, in all material respects,
calculated in accordance with the terms specified in the transaction
agreements.
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) Pooling and Servicing Agreement (Filed as an exhibit to Form 8-K filed
on September 26, 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 KeyCorp Real Estate Capital Markets, Inc. as Additional Servicer
33.2 Midland Loan Services, Inc. as Master Servicer
33.3 Pentalpha Surveillance LLC as Senior Trust Advisor
33.4 Torchlight Loan Services, LLC as Special Servicer
33.5 Wells Fargo Bank, N.A. as Trustee
33.6 Wells Fargo Bank, N.A. as Paying Agent
33.7 Wells Fargo Bank, N.A. as Custodian
(34) Attestation reports on assessment of compliance with servicing criteria
for asset-backed securities.
34.1 KeyCorp Real Estate Capital Markets, Inc. as Additional Servicer
34.2 Midland Loan Services, Inc. as Master Servicer
34.3 Pentalpha Surveillance LLC as Senior Trust Advisor
34.4 Torchlight Loan Services, LLC as Special Servicer
34.5 Wells Fargo Bank, N.A. as Trustee
34.6 Wells Fargo Bank, N.A. as Paying Agent
34.7 Wells Fargo Bank, N.A. as Custodian
(35) Servicer compliance statement.
35.1 KeyCorp Real Estate Capital Markets, Inc. as Additional Servicer
35.2 Midland Loan Services, Inc. as Master Servicer
35.3 Torchlight Loan Services, LLC as Special Servicer
35.4 Wells Fargo Bank, N.A. as Trustee
35.5 Wells Fargo Bank, N.A. as Paying Agent
(99.1) Mortgage Loan Purchase Agreement, dated as of September 1, 2011,
between JPMorgan Chase Bank, N.A. and J.P. Morgan Chase Commercial Mortgage
Securities Corp., relating to the mortgage loans sold to the depositor by
JPMorgan Chase Bank, N.A. (Filed as Exhibit 99.1 to Form 8-K filed on
September 26, 2011 and incorporated by reference herein).
(b) Not applicable.
(c) Omitted.
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.
J.P. Morgan Chase Commercial Mortgage Securities Corp.
(Depositor)
/s/ Brian Baker
Brian Baker, President and Chief Executive Officer
(senior officer in charge of securitization of the depositor)
Date: March 26, 2012
Exhibit Index
Exhibit No.
(4) Pooling and Servicing Agreement (Filed as an exhibit to Form 8-K filed
on September 26, 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 KeyCorp Real Estate Capital Markets, Inc. as Additional Servicer
33.2 Midland Loan Services, Inc. as Master Servicer
33.3 Pentalpha Surveillance LLC as Senior Trust Advisor
33.4 Torchlight Loan Services, LLC as Special Servicer
33.5 Wells Fargo Bank, N.A. as Trustee
33.6 Wells Fargo Bank, N.A. as Paying Agent
33.7 Wells Fargo Bank, N.A. as Custodian
(34) Attestation reports on assessment of compliance with servicing
criteria for asset-backed securities.
34.1 KeyCorp Real Estate Capital Markets, Inc. as Additional Servicer
34.2 Midland Loan Services, Inc. as Master Servicer
34.3 Pentalpha Surveillance LLC as Senior Trust Advisor
34.4 Torchlight Loan Services, LLC as Special Servicer
34.5 Wells Fargo Bank, N.A. as Trustee
34.6 Wells Fargo Bank, N.A. as Paying Agent
34.7 Wells Fargo Bank, N.A. as Custodian
(35) Servicer compliance statement.
35.1 KeyCorp Real Estate Capital Markets, Inc. as Additional Servicer
35.2 Midland Loan Services, Inc. as Master Servicer
35.3 Torchlight Loan Services, LLC as Special Servicer
35.4 Wells Fargo Bank, N.A. as Trustee
35.5 Wells Fargo Bank, N.A. as Paying Agent
(99.1) Mortgage Loan Purchase Agreement, dated as of September 1, 2011,
between JPMorgan Chase Bank, N.A. and J.P. Morgan Chase Commercial Mortgage
Securities Corp., relating to the mortgage loans sold to the depositor by
JPMorgan Chase Bank, N.A. (Filed as Exhibit 99.1 to Form 8-K filed on
September 26, 2011 and incorporated by reference herein).
