Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[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
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period to __________ from _______________
Commission file number of issuing entity: 333-166711-01
UBS-Citigroup Commercial Mortgage Trust 2011-C1
(Exact name of issuing entity as specified in its Charter)
Citigroup Commercial Mortgage Securities Inc.
(Exact name of registrant/depositor as specified in its Charter)
UBS Real Estate Securities Inc.
Natixis Real Estate Capital LLC
(Exact name of sponsor as specified in its Charter)
Delaware 86-1073506
(State or other jurisdiction (I.R.S. Employer
incorporation or organization Identification Number
of registrant) of registrant)
388 Greenwich Street
New York, New York 10013
(Address of principal executive (Zip Code of
offices of registrant) registrant)
registrant's telephone number, including area code:
(212) 816-6000
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]
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 Website, 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. [X]
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. (Check One):
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 of the last business day of
the registrant's most recently completed second fiscal quarter.
Not Applicable.
DOCUMENTS INCORPORATED BY REFERENCE
See Item 15(a).
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. Submission of Matters to a Vote of Security Holders.
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 9B. Other Information.
None.
PART III
ITEM 10. Directors, Executive Officers and Corporate Governance.
Omitted. The issuing entity does not have any executive officers
or directors.
ITEM 11. Executive Compensation.
Omitted. The issuing entity does not have any executive officers
or directors.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.
Omitted. The issuing entity does not have any executive officers
or directors.
ITEM 13. Certain Relationships and Related Transactions, and
Director Independence.
Omitted. The issuing entity does not have any executive officers
or directors.
ITEM 14. Principal Accounting Fees and Services.
Omitted.
ADDITIONAL ITEMS REQUIRED BY GENERAL INSTRUCTION J(2)
Item 1112(b) of Regulation AB, Significant Obligor Financial Information.
With respect to the Trinity Centre Mortgage Loan, based on information
provided by the Trinity Centre Mortgage Loan Borrower, the net operating
income for year end 2011 for the Trinity Centre Mortgaged Property
was $14,369,622.
With respect to the Poughkeepsie Galleria Mortgage Loan, based on
information provided by the Poughkeepsie Galleria Mortgage Loan Borrower,
the net operating income for year end 2011 for the Poughkeepsie Galleria
Mortgaged Property was $15,366,346.20.
Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider
Information.
None.
Item 1115(b) of Regulation AB, Certain Derivative Instruments.
None.
Item 1117 of Regulation AB, Legal Proceedings.
The registrant knows of no legal proceedings pending against,
or proceedings contemplated by government authorities against,
the sponsor, depositor, trustee, issuing entity, servicer contemplated
by Item 1108(a)(3) of Regulation AB, originator contemplated by Item
1110(b) of Regulation AB, or other party contemplated by Item
1100(d)(1) of Regulation AB, or of which any property of the foregoing
is the subject, that is material to certificateholders.
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 December 28, 2011.
Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.
See Item 15, Exhibits 33 and 34.
Wells Fargo Bank, National Association's ("Wells Fargo") Report on
Assessment of Compliance with Servicing Criteria for 2011 attached
to this Report on Form 10-K describes the following material noncompliance
with servicing criterion 1122(d)(4)(i):
"With respect to certain commercial mortgage loans, [Wells Fargo]
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 non-compliance 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 [Wells Fargo's] discovery of such omissions as
part of its normal internal compliance review process, [Wells Fargo]
filed new UCC financing statements in all cases. In order to reduce
the possibility of similar occurrences in the future, [Wells Fargo]
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.
See Item 15, Exhibit 35.
PART IV
ITEM 15. Exhibits, Financial Statement Schedules.
(a) The following is a list of documents filed as a part of this annual
report on Form 10-K:
(1) Not Applicable.
(2) Not Applicable.
(3) The exhibits required by Item 601 of Regulation S-K and by
paragraph (b) below.
Exhibit
Number Description
(4) Pooling and Servicing Agreement, dated as of December 1,
2011, by and among Citigroup Commercial Mortgage Securities, Inc.,
as depositor,Wells Fargo Bank, National Association, as Master Servicer,
Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer, Trimont Real Estate Advisors, Inc., as Operating
Advisor, and Deutsche Bank Trust Company Americas, as trustee,
certificate administrator, paying agent and custodian. (Exhibit (4)
was filed as part of the Registrant's Current Report on Form
8-K filed on December 29, 2011 (Commission File No. 333-166711-01) and
is 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.
Exhibit 33.1 Wells Fargo Bank, N.A., as master servicer, Annual
Report on Assessment of Compliance for Year End December 31, 2011.
Exhibit 33.2 Midland Loan Services, a Division of PNC
Bank, N.A., as special servicer and sub-servicer, Annual Report
on Assessment of Compliance for Year End December 31, 2011.
Exhibit 33.3 Deutsche Bank Trust Company Americas, as trustee,
custodian and certificae administrator, Annual Report on
Assessment of Compliance for Year End December 31, 2011.
Exhibit 33.4 Trimont Real Estate Advisors, Inc., as operating
advisor, Annual Report on Assessment of Compliance for Year
End December 31, 2011.
Exhibit 33.5 CoreLogic Commercial Real Estate Services, Inc.,
as servicing function participant, Annual Report on Assessment
of Compliance for Year End December 31, 2011.
Exhibit 33.6 National Tax Search, LLC, as tax service vendor
for the master servicer, Annual Report on Assessment of
Compliance for Year End December 31, 2011.
Exhibit 33.7 KeyCorp Real Estate Capital Markets, Inc., as
sub-servicer, Annual Report on Assessment of Compliance for
Year End December 31, 2011.
(34) Attestation reports on assessment of compliance with
servicing criteria for asset-backed securities.
Exhibit 34.1 Attestation Report on Assessment of Compliance
with Servicing Criteria for Wells Fargo Bank, N.A., as master
servicer, Report (Exhibit 33.1) for Year End December 31, 2011.
Exhibit 34.2 Attestation Report on Assessment of Compliance
with Servicing Criteria for Midland Loan Services, a
Division of PNC Bank, N.A., as special servcier and
sub-servicer, Report (Exhibit 33.2) for Year End
December 31, 2011.
Exhibit 34.3 Attestation Report on Assessment of Compliance
with Servicing Criteria for Deutsche Bank Trust Company Americas,
as trustee, custodian and certificate administrator, Report
(Exhibit 33.3) for Year End December 31, 2011.
Exhibit 34.4 Attestation Report on Assessment of Compliance
with Servicing Criteria for Trimont Real Estate Advisors, Inc.,
as operating advisor, Report (Exhibit 33.4) for Year End
December 31, 2011.
Exhibit 34.5 Attestation Report on Assessment of
Compliance with Servicing Criteria for CoreLogic Commercial Real
Estate Services, Inc., as servicing function participant, Report
(Exhibit 33.5) for Year End December 31, 2011.
Exhibit 34.6 Attestation Report on Assessment of Compliance with
Servicing Criteria for National Tax Search, LLC, as tax service
vendor for the master servicer, Report (Exhibit 33.6) for
Year End December 31, 2011.
Exhibit 34.7 Attestation Report on Assessment of Compliance
with Servicing Criteria for KeyCorp Real Estate Capital Markets,
Inc., as sub-servicer, Report (Exhibit 33.7) for Year End December
31, 2011.
(35) Servicer compliance statement.
Exhibit 35.1 Wells Fargo Bank, N.A., as master servicer, Annual
Statement of Compliance for Year End December 31, 2011.
Exhibit 35.2 Midland Loan Services, a Division of PNC
Bank, N.A., as special servicer Annual Statement
of Compliance for Year End December 31, 2011.
Exhibit 35.3 Deutsche Bank Trust Company Americas, as
certificate administrator, Annual Statement of Compliance
for Year End December 31,2011.
Exhibit 35.4 Midland Loan Services, a Division of PNC Bank,
N.A., as sub-servicer, Annual Statement of Compliance for Year
End December 31, 2011.
Exhibit 35.5 KeyCorp Real Estate Capital Markets, Inc.,
as sub-servicer, Annual Statement of Compliance for Year
End December 31, 2011.
Exhibit 35.6 CoreLogic Commercial Real Estate Services,
Inc., as servicing function participant, Annual Statement
of Compliance for Year End December 31, 2011.
(b) The exhibits required by Item 601 of Regulation S-K are filed as
noted under subparagraph (a)(3) above.
(c) Not Applicable.
SIGNATURE
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.
By: Citigroup Commercial Mortgage Securities Inc.,
as Registrant
(Depositor)
By: /s/ Paul Vanderslice
___________________________
Paul Vanderslice
Title: Vice President
(Senior Officer in Charge of
Securitization of the Depositor)
Date: March 29, 2012
Supplemental Information to be Furnished With Reports Filed Pursuant to
Section 15(d) of the Act by Registrants Which Have Not Registered
Securities Pursuant to Section 12 of the Act
(a) (1) No annual report is provided to the certificateholders.
(2) No proxy statement, form of proxy or other proxy soliciting
material has been sent to any certificateholders with
respect to any annual or other meeting of
certificateholders.
EXHIBIT INDEX
Exhibit
Number Description
(4) Pooling and Servicing Agreement, dated as of December 1,
2011, by and among Citigroup Commercial Mortgage Securities, Inc.,
as depositor,Wells Fargo Bank, National Association, as Master Servicer,
Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer, Trimont Real Estate Advisors, Inc., as Operating
Advisor, and Deutsche Bank Trust Company Americas, as trustee,
certificate administrator, paying agent and custodian. (Exhibit (4)
was filed as part of the Registrant's Current Report on Form
8-K filed on December 29, 2011 (Commission File No. 333-166711-01) and
is 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.
Exhibit 33.1 Wells Fargo Bank, N.A., as master servicer, Annual
Report on Assessment of Compliance for Year End December 31, 2011.
Exhibit 33.2 Midland Loan Services, a Division of PNC
Bank, N.A., as special servicer and sub-servicer, Annual Report
on Assessment of Compliance for Year End December 31, 2011.
Exhibit 33.3 Deutsche Bank Trust Company Americas, as trustee,
custodian and certificae administrator, Annual Report on
Assessment of Compliance for Year End December 31, 2011.
Exhibit 33.4 Trimont Real Estate Advisors, Inc., as operating
advisor, Annual Report on Assessment of Compliance for Year
End December 31, 2011.
Exhibit 33.5 CoreLogic Commercial Real Estate Services, Inc.,
as servicing function participant, Annual Report on Assessment
of Compliance for Year End December 31, 2011.
Exhibit 33.6 National Tax Search, LLC, as tax service vendor
for the master servicer, Annual Report on Assessment of
Compliance for Year End December 31, 2011.
Exhibit 33.7 KeyCorp Real Estate Capital Markets, Inc., as
sub-servicer, Annual Report on Assessment of Compliance for
Year End December 31, 2011.
(34) Attestation reports on assessment of compliance with
servicing criteria for asset-backed securities.
Exhibit 34.1 Attestation Report on Assessment of Compliance
with Servicing Criteria for Wells Fargo Bank, N.A., as master
servicer, Report (Exhibit 33.1) for Year End December 31, 2011.
Exhibit 34.2 Attestation Report on Assessment of Compliance
with Servicing Criteria for Midland Loan Services, a
Division of PNC Bank, N.A., as special servcier and
sub-servicer, Report (Exhibit 33.2) for Year End
December 31, 2011.
Exhibit 34.3 Attestation Report on Assessment of Compliance
with Servicing Criteria for Deutsche Bank Trust Company Americas,
as trustee, custodian and certificate administrator, Report
(Exhibit 33.3) for Year End December 31, 2011.
Exhibit 34.4 Attestation Report on Assessment of Compliance
with Servicing Criteria for Trimont Real Estate Advisors, Inc.,
as operating advisor, Report (Exhibit 33.4) for Year End
December 31, 2011.
Exhibit 34.5 Attestation Report on Assessment of
Compliance with Servicing Criteria for CoreLogic Commercial Real
Estate Services, Inc., as servicing function participant, Report
(Exhibit 33.5) for Year End December 31, 2011.
Exhibit 34.6 Attestation Report on Assessment of Compliance with
Servicing Criteria for National Tax Search, LLC, as tax service
vendor for the master servicer, Report (Exhibit 33.6) for
Year End December 31, 2011.
Exhibit 34.7 Attestation Report on Assessment of Compliance
with Servicing Criteria for KeyCorp Real Estate Capital Markets,
Inc., as sub-servicer, Report (Exhibit 33.7) for Year End December
31, 2011.
(35) Servicer compliance statement.
Exhibit 35.1 Wells Fargo Bank, N.A., as master servicer, Annual
Statement of Compliance for Year End December 31, 2011.
Exhibit 35.2 Midland Loan Services, a Division of PNC
Bank, N.A., as special servicer Annual Statement
of Compliance for Year End December 31, 2011.
Exhibit 35.3 Deutsche Bank Trust Company Americas, as
certificate administrator, Annual Statement of Compliance
for Year End December 31,2011.
Exhibit 35.4 Midland Loan Services, a Division of PNC Bank,
N.A., as sub-servicer, Annual Statement of Compliance for Year
End December 31, 2011.
Exhibit 35.5 KeyCorp Real Estate Capital Markets, Inc.,
as sub-servicer, Annual Statement of Compliance for Year
End December 31, 2011.
Exhibit 35.6 CoreLogic Commercial Real Estate Services,
Inc., as servicing function participant, Annual Statement
of Compliance for Year End December 31, 2011.
