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: 333-172143-01
DBUBS 2011-LC3 Mortgage Trust
(exact name of issuing entity as specified in its charter)
Deutsche Mortgage & Asset Receiving Corporation
(exact name of the depositor as specified in its charter)
German American Capital Corporation
UBS Real Estate Securities Inc.
Ladder Capital Finance LLC
Starwood Property Mortgage Sub-2-A, L.L.C.
Starwood Property Mortgage Sub-3, L.L.C.
Starwood Property Mortgage Sub-4, L.L.C.
(exact name of the sponsor as specified in its charter)
New York 38-3847613
(State or other jurisdiction of 38-3847614
incorporation or organization) 38-3847615
38-6988397
(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.
Not Applicable.
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 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 Three Allen Center loan constitutes a significant obligor within the
meaning of 1101(k)(2) of Regulation AB. The Net Operating Income for the
2011 Fiscal Year End is $17,032,842.00.
The Times Square Hotel Portfolio loan constitutes a significant obligor within
the meaning of 1101(k)(2) of Regulation AB. The Net Operating Income for the
2011 Fiscal Year End is $18,482,074.00.
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.
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 August 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 Bank, National Association (the "Company"), in its capacity as
Certificate Administrator:
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.
The following Material Instance of Non-Compliance has been disclosed by
Wells Fargo Bank, National Association (the "Company"), in its capacity as
Master Servicer and Special Servicer:
Material Instances of Noncompliance by the Company
The Company's management has assessed the Company's compliance with the
applicable servicing criteria set forth in Item 1122(d) of Regulation AB with
respect to the Platform as of and for the year ended December 31, 2011. In
making this assessment, management used the criteria set forth by the
Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation
AB. Based on such assessment, the Company's management believes that as of and
for the year ended December 31, 2011, the Company has complied in all material
respects with the applicable servicing criteria set forth in Item 1122(d) of
Regulation AB with respect to the Platform, except for the following material
noncompliance with servicing criterion 1122(d)(4)(i):
With respect to certain commercial mortgage loans, the Company failed to timely
file continuation statements for certain Uniform Commercial Code ("UCC")
financing statements as required by the transaction agreements, thereby causing
such UCC financing statements to lapse.
As a result of the noncompliance described above, certain non-possessory
security interests in certain types of personal property collateral for these
loans became unperfected and, as a result, subject to a possible loss of
priority.
Remediation
Promptly following the Company's discovery of such omissions as part of its
normal internal compliance review process, the Company filed new UCC financing
statements in all cases. In order to reduce the possibility of similar
occurrences in the future, the Company has provided enhanced training to the
responsible personnel, improved the quality of the relevant computer data feeds
and generally tightened its procedures for the filing of continuation
statements.
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) 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)
4.1 Pooling and Servicing Agreement, dated as of August 1, 2011, by and
among Deutsche Mortgage & Asset Receiving Corporation, as Depositor, Wells
Fargo Bank, National Association, as Master Servicer, Midland Loan Services,
a Division of PNC Bank, National Association, as Pooled Special Servicer,
Wells Fargo Bank, National Association, as Providence Place Mall Loan
Special Servicer, U.S. Bank National Association, as Trustee, Wells Fargo
Bank, National Association, as Certificate Administrator, Paying Agent and
Custodian, and TriMont Real Estate Advisors, Inc., as Operating Advisor.
(Filed as Exhibit 4.1 to the Registrants Current Report on Form 8-K/A filed
on September 27, 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 Bank of America, N.A., as Primary Servicer
33.2 CoreLogic Commercial Real Estate Services, Inc, as Servicing Function Participant
33.3 Midland Loan Services, a Division of PNC Bank, National Association, as Pooled
Special Servicer
33.4 National Tax Search, LLC, as Servicing Function Participant
33.5 TriMont Real Estate Advisors, Inc., as Operating Advisor
33.6 U.S. Bank National Association, as Trustee
33.7 Wells Fargo Bank, N.A., as Master Servicer
33.8 Wells Fargo Bank, N.A., as Special Servicer for the Providence Place Mall Loan
33.9 Wells Fargo Bank, N.A., as Certificate Administrator
33.10 Wells Fargo Bank, N.A., as Custodian
34 Attestation reports on assessment of compliance with servicing criteria
for asset-backed securities.
34.1 Bank of America, N.A., as Primary Servicer
34.2 CoreLogic Commercial Real Estate Services, Inc, as Servicing Function Participant
34.3 Midland Loan Services, a Division of PNC Bank, National Association, as Pooled
Special Servicer
34.4 National Tax Search, LLC, as Servicing Function Participant
34.5 TriMont Real Estate Advisors, Inc., as Operating Advisor
34.6 U.S. Bank National Association, as Trustee
34.7 Wells Fargo Bank, N.A., as Master Servicer
34.8 Wells Fargo Bank, N.A., as Special Servicer for the Providence Place Mall Loan
34.9 Wells Fargo Bank, N.A., as Certificate Administrator
34.10 Wells Fargo Bank, N.A., as Custodian
35 Servicer compliance statement.
35.1 Bank of America, N.A., as Primary Servicer
35.2 Midland Loan Services, a Division of PNC Bank, National Association, as Pooled
Special Servicer
35.3 Wells Fargo Bank, N.A., as Master Servicer
35.4 Wells Fargo Bank, N.A., as Special Servicer for the Providence Place Mall Loan
35.5 Wells Fargo Bank, N.A., as Certificate Administrator
35.6 Wells Fargo Bank, N.A., as Custodian
99.1 Mortgage Loan Purchase Agreement, dated as of August 30, 2011, between
Deutsche Mortgage & Asset Receiving Corporation and German American Capital
Corporation (Filed as Exhibit 99.1 to the Registrants Current Report on
Form 8-K/A filed on September 27, 2011 and incorporated by reference herein)
99.2 Mortgage Loan Purchase Agreement, dated as of August 30, 2011, among
Deutsche Mortgage & Asset Receiving Corporation, Ladder Capital Finance LLC
and Ladder Capital Finance Holdings LLLP (Filed as Exhibit 99.2 to the
Registrants Current Report on Form 8-K filed on August 26, 2011 and
incorporated by reference herein)
99.3 Mortgage Loan Purchase Agreement, dated as of August 30, 2011, among
Deutsche Mortgage & Asset Receiving Corporation, Starwood Property Mortgage
Sub-2-A, L.L.C. and Starwood Property Mortgage, L.L.C. (Filed as Exhibit 99.
3 to the Registrants Current Report on Form 8-K filed on August 26, 2011
and incorporated by reference herein)
99.4 Mortgage Loan Purchase Agreement, dated as of August 30, 2011, among
Deutsche Mortgage & Asset Receiving Corporation, Starwood Property Mortgage
Sub-3, L.L.C. and Starwood Property Mortgage, L.L.C. (Filed as Exhibit 99.4
to the Registrants Current Report on Form 8-K filed on August 26, 2011 and
incorporated by reference herein)
99.5 Mortgage Loan Purchase Agreement, dated as of August 30, 2011, among
Deutsche Mortgage & Asset Receiving Corporation, Starwood Property Mortgage
Sub-4, L.L.C. and Starwood Property Mortgage, L.L.C. (Filed as Exhibit 99.5
to the Registrants Current Report on Form 8-K filed on August 26, 2011 and
incorporated by reference herein)
99.6 Mortgage Loan Purchase Agreement Corporation, dated as of August 30,
2011, between Deutsche Mortgage & Asset Receiving Corporation and UBS Real
Estate Securities Inc. (Filed as Exhibit 99.6 to the Registrants Current
Report on Form 8-K filed on August 26, 2011 and incorporated by reference
herein)
99.7 Primary Servicing Agreement, dated as of August 1, 2011, among Wells
Fargo Bank, National Association, as Master Servicer, and Bank of America,
National Association, as Primary Servicer (Filed as Exhibit 99.7 to the
Registrants Current Report on Form 8-K filed on August 26, 2011 and
incorporated by reference herein)
(b) See (a) above
(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 29, 2012
/s/ Peter Ferdinandi
Peter Ferdinandi, Vice President,
Treasurer, Chief Financial Officer
and Chief Accounting Officer
Date: March 29, 2012
Exhibit Index
Exhibit No.
4.1 Pooling and Servicing Agreement, dated as of August 1, 2011, by and
among Deutsche Mortgage & Asset Receiving Corporation, as Depositor, Wells
Fargo Bank, National Association, as Master Servicer, Midland Loan Services,
a Division of PNC Bank, National Association, as Pooled Special Servicer,
Wells Fargo Bank, National Association, as Providence Place Mall Loan
Special Servicer, U.S. Bank National Association, as Trustee, Wells Fargo
Bank, National Association, as Certificate Administrator, Paying Agent and
Custodian, and TriMont Real Estate Advisors, Inc., as Operating Advisor.
(Filed as Exhibit 4.1 to the Registrants Current Report on Form 8-K/A filed
on September 27, 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 Bank of America, N.A., as Primary Servicer
33.2 CoreLogic Commercial Real Estate Services, Inc, as Servicing Function Participant
33.3 Midland Loan Services, a Division of PNC Bank, National Association, as Pooled
Special Servicer
33.4 National Tax Search, LLC, as Servicing Function Participant
33.5 TriMont Real Estate Advisors, Inc., as Operating Advisor
33.6 U.S. Bank National Association, as Trustee
33.7 Wells Fargo Bank, N.A., as Master Servicer
33.8 Wells Fargo Bank, N.A., as Special Servicer for the Providence Place Mall Loan
33.9 Wells Fargo Bank, N.A., as Certificate Administrator
33.10 Wells Fargo Bank, N.A., as Custodian
34 Attestation reports on assessment of compliance with servicing criteria
for asset-backed securities.
34.1 Bank of America, N.A., as Primary Servicer
34.2 CoreLogic Commercial Real Estate Services, Inc, as Servicing Function Participant
34.3 Midland Loan Services, a Division of PNC Bank, National Association, as Pooled
Special Servicer
34.4 National Tax Search, LLC, as Servicing Function Participant
34.5 TriMont Real Estate Advisors, Inc., as Operating Advisor
34.6 U.S. Bank National Association, as Trustee
34.7 Wells Fargo Bank, N.A., as Master Servicer
34.8 Wells Fargo Bank, N.A., as Special Servicer for the Providence Place Mall Loan
34.9 Wells Fargo Bank, N.A., as Certificate Administrator
34.10 Wells Fargo Bank, N.A., as Custodian
35 Servicer compliance statement.
35.1 Bank of America, N.A., as Primary Servicer
35.2 Midland Loan Services, a Division of PNC Bank, National Association, as Pooled
Special Servicer
35.3 Wells Fargo Bank, N.A., as Master Servicer
35.4 Wells Fargo Bank, N.A., as Special Servicer for the Providence Place Mall Loan
35.5 Wells Fargo Bank, N.A., as Certificate Administrator
35.6 Wells Fargo Bank, N.A., as Custodian
99.1 Mortgage Loan Purchase Agreement, dated as of August 30, 2011, between
Deutsche Mortgage & Asset Receiving Corporation and German American Capital
Corporation (Filed as Exhibit 99.1 to the Registrants Current Report on
Form 8-K/A filed on September 27, 2011 and incorporated by reference herein)
99.2 Mortgage Loan Purchase Agreement, dated as of August 30, 2011, among
Deutsche Mortgage & Asset Receiving Corporation, Ladder Capital Finance LLC
and Ladder Capital Finance Holdings LLLP (Filed as Exhibit 99.2 to the
Registrants Current Report on Form 8-K filed on August 26, 2011 and
incorporated by reference herein)
99.3 Mortgage Loan Purchase Agreement, dated as of August 30, 2011, among
Deutsche Mortgage & Asset Receiving Corporation, Starwood Property Mortgage
Sub-2-A, L.L.C. and Starwood Property Mortgage, L.L.C. (Filed as Exhibit 99.
3 to the Registrants Current Report on Form 8-K filed on August 26, 2011
and incorporated by reference herein)
99.4 Mortgage Loan Purchase Agreement, dated as of August 30, 2011, among
Deutsche Mortgage & Asset Receiving Corporation, Starwood Property Mortgage
Sub-3, L.L.C. and Starwood Property Mortgage, L.L.C. (Filed as Exhibit 99.4
to the Registrants Current Report on Form 8-K filed on August 26, 2011 and
incorporated by reference herein)
99.5 Mortgage Loan Purchase Agreement, dated as of August 30, 2011, among
Deutsche Mortgage & Asset Receiving Corporation, Starwood Property Mortgage
Sub-4, L.L.C. and Starwood Property Mortgage, L.L.C. (Filed as Exhibit 99.5
to the Registrants Current Report on Form 8-K filed on August 26, 2011 and
incorporated by reference herein)
99.6 Mortgage Loan Purchase Agreement Corporation, dated as of August 30,
2011, between Deutsche Mortgage & Asset Receiving Corporation and UBS Real
Estate Securities Inc. (Filed as Exhibit 99.6 to the Registrants Current
Report on Form 8-K filed on August 26, 2011 and incorporated by reference
herein)
99.7 Primary Servicing Agreement, dated as of August 1, 2011, among Wells
Fargo Bank, National Association, as Master Servicer, and Bank of America,
National Association, as Primary Servicer (Filed as Exhibit 99.7 to the
Registrants Current Report on Form 8-K filed on August 26, 2011 and
incorporated by reference herein)