Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 1)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2012
or
[ ] 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: 333-172143-03
COMM 2012-LC4 Mortgage Trust
(Exact name of issuing entity as specified in its Charter)
Deutsche Mortgage & Asset Receiving Corporation
(Exact name of depositor as specified in its Charter)
German American Capital Corporation
Ladder Capital Finance LLC
Guggenheim Life and Annuity Company
(Exact name of sponsor as specified in its Charter)
45-4704011
45-5035640
45-5035612
New York 45-6874157
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Deutsche Bank Trust Company Americas
as Certificate Administrator
1761 East St. Andrew Place
Santa Ana CA 92705
(Address of principal executive offices) (Zip Code)
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 ___ 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.
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. (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 ___ 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 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.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to our Annual Report on Form 10-K for
the fiscal year ended December 31, 2012 as filed with the Securities and
Exchange Commission on March 29, 2013, is to file (i) an amended Rule
13a-14(d)/15d-14(d) Certification of the depositor, dated August 30, 2013
as a replacement to the Rule 13a-14(d)/15d-14(d) Certification filed as
Exhibit 31 of the Exhibits, Rule 13a-14(d)/15d-14(d) Certification under
Item 15 to the Original Form 10-K and (ii) the following supplemental
explanation with respect to the Original Form 10-K:
U.S. Bank National Association acts as Trustee of the issuing entity.
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 was no servicing criteria applicable to the
Trustee, as was the case during the reporting period covered by the Original
Form 10-K. As a result, this report does not include an assessment of
compliance with applicable servicing criteria of the Trustee. The Original
Form 10-K includes an assessment of compliance with applicable servicing
criteria of the Master Servicer which covers Item 1122(d)(2)(iii) of
Regulation AB.
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 mortgaged property (ID 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 1101(k)(2) of Regulation AB. In accordance
with Item 1112(b) of Regulation AB, the most recent unaudited Net Operating
Income for the 2012 Fiscal Year End is $14,776,031.00.
Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider
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 Derivative Instruments
(Financial Incorporation).
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 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 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.
Attached as Schedule II to the Pooling and Servicing Agreement incorporated
by reference as Exhibit 4 to this report 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 hereto under Item 15.
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)
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 March 19, 2012 and
incorporated by reference herein.)
10.1 Mortgage Loan Purchase Agreement, dated as of March 20, 2012 between
German American Capital Corporation, as seller, and Deutsche Mortgage
& Asset Receiving Corporation, as purchaser. (Filed as Exhibit 99.1
to the Registrant's Current Report on Form 8-K dated March 19, 2012
and filed by the registrant on March 19, 2012, which is incorporated
by reference herein).
10.2 Mortgage Loan Purchase Agreement, dated as of March 20, 2012 between
Ladder Capital Finance LLC, as seller, and Deutsche Mortgage & Asset
Receiving Corporation, as purchaser. (Filed as Exhibit 99.2 to the
Registrant's Current Report on Form 8-K dated March 19, 2012 and filed
by the registrant on March 19, 2012, which is incorporated by reference
herein).
10.3 Mortgage Loan Purchase Agreement, dated as of March 20, 2012 between
Guggenheim Life and Annuity Company, as seller, and Deutsche Mortgage
& Asset Receiving Corporation, as purchaser. (Filed as Exhibit 99.3
to the Registrant's Current Report on Form 8-K dated March 19, 2012
and filed by the registrant on March 19, 2012, which 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.
33.1 Wells Fargo Bank, National Association as Master Servicer
incorporated by reference to Exhibit 33.1 of the Annual Report
on Form 10-K filed by the issuing entity on March 29, 2013 (File
No. 333-172143-03).
33.2 CWCapital Asset Management LLC as Special Servicer incorporated
by reference to Exhibit 33.2 of the Annual Report on Form 10-K
filed by the issuing entity on March 29, 2013 (File No.
333-172143-03).
33.3 Deutsche Bank Trust Company Americas as Certificate Administrator
and Custodian incorporated by reference to Exhibit 33.3 of the
Annual Report on Form 10-K filed by the issuing entity on
March 29, 2013 (File No. 333-172143-03).
33.4 CoreLogic Commercial Real Estate Services, Inc. as Servicing
Function Participant incorporated by reference to Exhibit 33.4
of the Annual Report on Form 10-K filed by the issuing entity
on March 29, 2013 (File No. 333-172143-03).
33.5 National Tax Search, LLC as Servicing Function Participant
incorporated by reference to Exhibit 33.5 of the Annual Report
on Form 10-K filed by the issuing entity on March 29, 2013 (File
No. 333-172143-03).
33.6 Park Bridge Lender Services LLC as Operating Advisor incorporated
by reference to Exhibit 33.6 of the Annual Report on Form 10-K
filed by the issuing entity on March 29, 2013 (File No.
333-172143-03).
34 Attestation reports on assessment of compliance with servicing criteria
for asset-backed securities.
34.1 Wells Fargo Bank, National Association as Master Servicer
incorporated by reference to Exhibit 34.1 of the Annual Report
on Form 10-K filed by the issuing entity on March 29, 2013 (File
No. 333-172143-03).
34.2 CWCapital Asset Management LLC as Special Servicer incorporated
by reference to Exhibit 34.2 of the Annual Report on Form 10-K
filed by the issuing entity on March 29, 2013 (File No.
333-172143-03).
34.3 Deutsche Bank Trust Company Americas as Certificate Administrator
and Custodian incorporated by reference to Exhibit 34.3 of the
Annual Report on Form 10-K filed by the issuing entity on
March 29, 2013 (File No. 333-172143-03).
34.4 CoreLogic Commercial Real Estate Services, Inc. as Servicing
Function Participant incorporated by reference to Exhibit 34.4
of the Annual Report on Form 10-K filed by the issuing entity
on March 29, 2013 (File No. 333-172143-03).
34.5 National Tax Search, LLC as Servicing Function Participant
incorporated by reference to Exhibit 34.5 of the Annual Report
on Form 10-K filed by the issuing entity on March 29, 2013 (File
No. 333-172143-03).
34.6 Park Bridge Lender Services LLC as Operating Advisor incorporated
by reference to Exhibit 34.6 of the Annual Report on Form 10-K
filed by the issuing entity on March 29, 2013 (File No.
333-172143-03).
35 Servicer compliance statement.
35.1 Wells Fargo Bank, National Association as Master Servicer
incorporated by reference to Exhibit 35.1 of the Annual Report
on Form 10-K filed by the issuing entity on March 29, 2013 (File
No. 333-172143-03).
35.2 CWCapital Asset Management LLC as Special Servicer incorporated
by reference to Exhibit 35.2 of the Annual Report on Form 10-K
filed by the issuing entity on March 29, 2013 (File No.
333-172143-03).
35.3 Deutsche Bank Trust Company Americas as Certificate Administrator
incorporated by reference to Exhibit 35.3 of the Annual Report
on Form 10-K filed by the issuing entity on March 29, 2013 (File
No. 333-172143-03).
35.4 Deutsche Bank Trust Company Americas as Custodian incorporated
by reference to Exhibit 35.4 of the Annual Report on Form 10-K
filed by the issuing entity on March 29, 2013 (File No.
333-172143-03).
(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, President
_____________________________
Helaine M. Kaplan, President
(senior officer in charge of securitization of the depositor)
Date: August 30, 2013
/s/ Matt Smith
______________________________
Matt Smith, Vice President
Date: August 30, 2013
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 March 19, 2012 and
incorporated by reference herein.)
10.1 Mortgage Loan Purchase Agreement, dated as of March 20, 2012 between
German American Capital Corporation, as seller, and Deutsche Mortgage
& Asset Receiving Corporation, as purchaser. (Filed as Exhibit 99.1
to the Registrant's Current Report on Form 8-K dated March 19, 2012
and filed by the registrant on March 19, 2012, which is incorporated
by reference herein).
10.2 Mortgage Loan Purchase Agreement, dated as of March 20, 2012 between
Ladder Capital Finance LLC, as seller, and Deutsche Mortgage & Asset
Receiving Corporation, as purchaser. (Filed as Exhibit 99.2 to the
Registrant's Current Report on Form 8-K dated March 19, 2012 and filed
by the registrant on March 19, 2012, which is incorporated by reference
herein).
10.3 Mortgage Loan Purchase Agreement, dated as of March 20, 2012 between
Guggenheim Life and Annuity Company, as seller, and Deutsche Mortgage
& Asset Receiving Corporation, as purchaser. (Filed as Exhibit 99.3
to the Registrant's Current Report on Form 8-K dated March 19, 2012
and filed by the registrant on March 19, 2012, which 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.
33.1 Wells Fargo Bank, National Association as Master Servicer
incorporated by reference to Exhibit 33.1 of the Annual Report
on Form 10-K filed by the issuing entity on March 29, 2013 (File
No. 333-172143-03).
33.2 CWCapital Asset Management LLC as Special Servicer incorporated
by reference to Exhibit 33.2 of the Annual Report on Form 10-K
filed by the issuing entity on March 29, 2013 (File No.
333-172143-03).
33.3 Deutsche Bank Trust Company Americas as Certificate Administrator
and Custodian incorporated by reference to Exhibit 33.3 of the
Annual Report on Form 10-K filed by the issuing entity on
March 29, 2013 (File No. 333-172143-03).
33.4 CoreLogic Commercial Real Estate Services, Inc. as Servicing
Function Participant incorporated by reference to Exhibit 33.4
of the Annual Report on Form 10-K filed by the issuing entity
on March 29, 2013 (File No. 333-172143-03).
33.5 National Tax Search, LLC as Servicing Function Participant
incorporated by reference to Exhibit 33.5 of the Annual Report
on Form 10-K filed by the issuing entity on March 29, 2013 (File
No. 333-172143-03).
33.6 Park Bridge Lender Services LLC as Operating Advisor incorporated
by reference to Exhibit 33.6 of the Annual Report on Form 10-K
filed by the issuing entity on March 29, 2013 (File No.
333-172143-03).
34 Attestation reports on assessment of compliance with servicing criteria
for asset-backed securities.
34.1 Wells Fargo Bank, National Association as Master Servicer
incorporated by reference to Exhibit 34.1 of the Annual Report
on Form 10-K filed by the issuing entity on March 29, 2013 (File
No. 333-172143-03).
34.2 CWCapital Asset Management LLC as Special Servicer incorporated
by reference to Exhibit 34.2 of the Annual Report on Form 10-K
filed by the issuing entity on March 29, 2013 (File No.
333-172143-03).
34.3 Deutsche Bank Trust Company Americas as Certificate Administrator
and Custodian incorporated by reference to Exhibit 34.3 of the
Annual Report on Form 10-K filed by the issuing entity on
March 29, 2013 (File No. 333-172143-03).
34.4 CoreLogic Commercial Real Estate Services, Inc. as Servicing
Function Participant incorporated by reference to Exhibit 34.4
of the Annual Report on Form 10-K filed by the issuing entity
on March 29, 2013 (File No. 333-172143-03).
34.5 National Tax Search, LLC as Servicing Function Participant
incorporated by reference to Exhibit 34.5 of the Annual Report
on Form 10-K filed by the issuing entity on March 29, 2013 (File
No. 333-172143-03).
34.6 Park Bridge Lender Services LLC as Operating Advisor incorporated
by reference to Exhibit 34.6 of the Annual Report on Form 10-K
filed by the issuing entity on March 29, 2013 (File No.
333-172143-03).
35 Servicer compliance statement.
35.1 Wells Fargo Bank, National Association as Master Servicer
incorporated by reference to Exhibit 35.1 of the Annual Report
on Form 10-K filed by the issuing entity on March 29, 2013 (File
No. 333-172143-03).
35.2 CWCapital Asset Management LLC as Special Servicer incorporated
by reference to Exhibit 35.2 of the Annual Report on Form 10-K
filed by the issuing entity on March 29, 2013 (File No.
333-172143-03).
35.3 Deutsche Bank Trust Company Americas as Certificate Administrator
incorporated by reference to Exhibit 35.3 of the Annual Report
on Form 10-K filed by the issuing entity on March 29, 2013 (File
No. 333-172143-03).
35.4 Deutsche Bank Trust Company Americas as Custodian incorporated
by reference to Exhibit 35.4 of the Annual Report on Form 10-K
filed by the issuing entity on March 29, 2013 (File No.
333-172143-03).
