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, 2013
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: 333-177354-03
UBS-Barclays Commercial Mortgage Trust 2012-C3
(Exact name of issuing entity as specified in its Charter)
UBS Commercial Mortgage Securitization Corp.
(Exact name of depositor as specified in its Charter)
UBS Real Estate Securities Inc.
Barclays Bank PLC
Starwood Mortgage Funding II LLC (formerly known as
Archetype Mortgage Funding II LLC)
KeyBank National Association
General Electric Capital Corporation
RAIT Partnership, L.P.
(Exact names of the sponsors as specified in their Charters)
46-1012551
46-1132084
New York 46-6292860
(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)
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 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 1000 Harbor Boulevard Mortgage Loan, which constituted approximately
10.4% of the asset pool of the issuing entity as of its cut-off date, is
an asset of the issuing entity and is part of a loan combination that
includes the 1000 Harbor Boulevard Mortgage Loan and one other pari passu
loan, which is not an asset of the issuing entity. This loan combination,
including the 1000 Harbor Boulevard Mortgage Loan, is being serviced and
administered pursuant to the Pooling and Servicing Agreement, which is
incorporated by reference as Exhibit 4 to this Annual Report on
Form 10-K.
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 1000 Harbor Boulevard Mortgage Loan (Loan #1 on Annex A-1 of the
prospectus supplement of the Registrant relating to the issuing entity
filed on September 26, 2012 pursuant to Rule 424(b)(5)) constitutes a
significant obligor within the meaning of Item 1101(k)(2) of Regulation AB.
In accordance with Item 1112(b) of Regulation AB, the most recent unaudited
net operating income of the significant obligor was $11,995,568.99 for the
twelve month period ended December 31, 2013.
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, and the following,
with respect to UBS Real Estate Securities Inc ("UBSRES"), a Sponsor and
a mortgage loan seller:
UBSRES is currently engaged in litigation with respect to various legacy
residential mortgage-backed securities transactions. Some litigants are
seeking the repurchase of mortgage loans by UBSRES from certain residential
mortgage securitization trusts, on the basis that the loans are allegedly
in breach of contractual representations and warranties in governing
transaction documents. Other litigants are alleging violations of federal
and/or state securities or common law for alleged misrepresentations and
omissions in offering documents in connection with the issuance and/or
distribution of residential mortgage-backed securities. No assurance can
be given that one or more of the foregoing actions will not result in
material liability to UBSRES.
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 Filed on September 26, 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 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 criterion 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 a part of this annual
report on Form 10-K:
(1) Not Applicable.
(2) Not Applicable.
(3) See below.
4 Pooling and Servicing Agreement, dated as of September 1, 2012, by and
among UBS Commercial Mortgage Securitization Corp., as depositor,
Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer, Rialto Capital Advisors, LLC, as special servicer,
Deutsche Bank Trust Company Americas, as trustee, certificate
administrator, paying agent and custodian, and Park Bridge Lender
Services LLC, as operating advisor (filed as Exhibit 4 to the
registrant's Current Report on Form 8-K, filed on September 27, 2012
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 Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer
33.2 Rialto Capital Advisors, LLC, as Special Servicer
33.3 Deutsche Bank Trust Company Americas, as Trustee, Certificate
Administrator, and Custodian
33.4 Park Bridge Lender Services LLC, as Operating Advisor
33.5 Midland Loan Services, a Division of PNC Bank, National
Association, as Primary Servicer for the 1000 Harbor Boulevard
Mortgage Loan (see Exhibit 33.1)
33.6 Rialto Capital Advisors, LLC, as Special Servicer for the 1000
Harbor Boulevard Mortgage Loan (see Exhibit 33.2)
33.7 Deutsche Bank Trust Company Americas, as Trustee, Certificate
Administrator, and Custodian for the 1000 Harbor
Boulevard Mortgage Loan (see Exhibit 33.3)
33.8 Park Bridge Lender Services LLC, as Operating Advisor for the
1000 Harbor Boulevard Mortgage Loan (see Exhibit 33.4)
34 Attestation reports on assessment of compliance with servicing criteria
for asset-backed securities.
34.1 Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer
34.2 Rialto Capital Advisors, LLC, as Special Servicer
34.3 Deutsche Bank Trust Company Americas, as Trustee, Certificate
Administrator, and Custodian
34.4 Park Bridge Lender Services LLC, as Operating Advisor
34.5 Midland Loan Services, a Division of PNC Bank, National
Association, as Primary Servicer for the 1000 Harbor Boulevard
Mortgage Loan (see Exhibit 34.1)
34.6 Rialto Capital Advisors, LLC, as Special Servicer for the 1000
Harbor Boulevard Mortgage Loan (see Exhibit 34.2)
34.7 Deutsche Bank Trust Company Americas, as Trustee, Certificate
Administrator, and Custodian for the 1000 Harbor
Boulevard Mortgage Loan (see Exhibit 34.3)
34.8 Park Bridge Lender Services LLC, as Operating Advisor for the
1000 Harbor Boulevard Mortgage Loan (see Exhibit 34.4)
35 Servicer compliance statement.
35.1 Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer
35.2 Rialto Capital Advisors, LLC, as Special Servicer
35.3 Deutsche Bank Trust Company Americas, as Certificate
Administrator
35.4 Midland Loan Services, a Division of PNC Bank, National
Association, as Primary Servicer for the 1000 Harbor Boulevard
Mortgage Loan (see Exhibit 35.1)
35.5 Rialto Capital Advisors, LLC, as Special Servicer for the 1000
Harbor Boulevard Mortgage Loan (see Exhibit 35.2)
35.6 Deutsche Bank Trust Company Americas, as Certificate
Administrator for the 1000 Harbor Boulevard Mortgage Loan
(see Exhibit 35.3)
99.1 Mortgage Loan Purchase Agreement, dated as of September 27, 2012
between UBS Real Estate Securities Inc., as seller, and UBS Commercial
Mortgage Securitization Corp., as purchaser (filed as Exhibit 99.1 to
the registrant's Current Report on Form 8-K, filed by the registrant
on September 27, 2012 and incorporated by reference herein).
99.2 Mortgage Loan Purchase Agreement, dated as of September 27, 2012
between Barclays Bank PLC, as seller, and UBS Commercial Mortgage
Securitization Corp., as purchaser (filed as Exhibit 99.2 to the
registrant's Current Report on Form 8-K, filed by the registrant
on September 27, 2012 and incorporated by reference herein).
99.3 Mortgage Loan Purchase Agreement, dated as of September 27, 2012
between Archetype Mortgage Funding II LLC, as seller, and UBS Commercial
Mortgage Securitization Corp., as purchaser (filed as Exhibit 99.3 to
the registrant's Current Report on Form 8-K, filed by the registrant
on September 27, 2012 and incorporated by reference herein).
99.4 Mortgage Loan Purchase Agreement, dated as of September 27, 2012
between KeyBank National Association, as seller, and UBS Commercial
Mortgage Securitization Corp., as purchaser (filed as Exhibit 99.4 to
the registrant's Current Report on Form 8-K, filed by the registrant
on September 27, 2012 and incorporated by reference herein).
99.5 Mortgage Loan Purchase Agreement, dated as of September 27, 2012
between General Electric Capital Corporation, as seller, and UBS
Commercial Mortgage Securitization Corp., as purchaser (filed as
Exhibit 99.5 to the registrant's Current Report on Form 8-K, filed
by the registrant on September 27, 2012 and incorporated by
reference herein).
99.6 Mortgage Loan Purchase Agreement, dated as of September 27, 2012
between RAIT Partnership, L.P., as seller, and UBS Commercial Mortgage
Securitization Corp., as purchaser (filed as Exhibit 99.6 to the
registrant's Current Report on Form 8-K, filed by the registrant
on September 27, 2012 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.
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 28, 2014
/s/ David Schell
David Schell
Executive Director
Date: March 28, 2014
EXHIBIT INDEX
Exhibit No.
4 Pooling and Servicing Agreement, dated as of September 1, 2012, by and
among UBS Commercial Mortgage Securitization Corp., as depositor,
Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer, Rialto Capital Advisors, LLC, as special servicer,
Deutsche Bank Trust Company Americas, as trustee, certificate
administrator, paying agent and custodian, and Park Bridge Lender
Services LLC, as operating advisor (filed as Exhibit 4 to the
registrant's Current Report on Form 8-K, filed on September 27, 2012
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 Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer
33.2 Rialto Capital Advisors, LLC, as Special Servicer
33.3 Deutsche Bank Trust Company Americas, as Trustee, Certificate
Administrator, and Custodian
33.4 Park Bridge Lender Services LLC, as Operating Advisor
33.5 Midland Loan Services, a Division of PNC Bank, National
Association, as Primary Servicer for the 1000 Harbor Boulevard
Mortgage Loan (see Exhibit 33.1)
33.6 Rialto Capital Advisors, LLC, as Special Servicer for the 1000
Harbor Boulevard Mortgage Loan (see Exhibit 33.2)
33.7 Deutsche Bank Trust Company Americas, as Trustee, Certificate
Administrator, and Custodian for the 1000 Harbor
Boulevard Mortgage Loan (see Exhibit 33.3)
33.8 Park Bridge Lender Services LLC, as Operating Advisor for the
1000 Harbor Boulevard Mortgage Loan (see Exhibit 33.4)
34 Attestation reports on assessment of compliance with servicing criteria
for asset-backed securities.
34.1 Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer
34.2 Rialto Capital Advisors, LLC, as Special Servicer
34.3 Deutsche Bank Trust Company Americas, as Trustee, Certificate
Administrator, and Custodian
34.4 Park Bridge Lender Services LLC, as Operating Advisor
34.5 Midland Loan Services, a Division of PNC Bank, National
Association, as Primary Servicer for the 1000 Harbor Boulevard
Mortgage Loan (see Exhibit 34.1)
34.6 Rialto Capital Advisors, LLC, as Special Servicer for the 1000
Harbor Boulevard Mortgage Loan (see Exhibit 34.2)
34.7 Deutsche Bank Trust Company Americas, as Trustee, Certificate
Administrator, and Custodian for the 1000 Harbor
Boulevard Mortgage Loan (see Exhibit 34.3)
34.8 Park Bridge Lender Services LLC, as Operating Advisor for the
1000 Harbor Boulevard Mortgage Loan (see Exhibit 34.4)
35 Servicer compliance statement.
35.1 Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer
35.2 Rialto Capital Advisors, LLC, as Special Servicer
35.3 Deutsche Bank Trust Company Americas, as Certificate
Administrator
35.4 Midland Loan Services, a Division of PNC Bank, National
Association, as Primary Servicer for the 1000 Harbor Boulevard
Mortgage Loan (see Exhibit 35.1)
35.5 Rialto Capital Advisors, LLC, as Special Servicer for the 1000
Harbor Boulevard Mortgage Loan (see Exhibit 35.2)
35.6 Deutsche Bank Trust Company Americas, as Certificate
Administrator for the 1000 Harbor Boulevard Mortgage Loan
(see Exhibit 35.3)
99.1 Mortgage Loan Purchase Agreement, dated as of September 27, 2012
between UBS Real Estate Securities Inc., as seller, and UBS Commercial
Mortgage Securitization Corp., as purchaser (filed as Exhibit 99.1 to
the registrant's Current Report on Form 8-K, filed by the registrant
on September 27, 2012 and incorporated by reference herein).
99.2 Mortgage Loan Purchase Agreement, dated as of September 27, 2012
between Barclays Bank PLC, as seller, and UBS Commercial Mortgage
Securitization Corp., as purchaser (filed as Exhibit 99.2 to the
registrant's Current Report on Form 8-K, filed by the registrant
on September 27, 2012 and incorporated by reference herein).
99.3 Mortgage Loan Purchase Agreement, dated as of September 27, 2012
between Archetype Mortgage Funding II LLC, as seller, and UBS Commercial
Mortgage Securitization Corp., as purchaser (filed as Exhibit 99.3 to
the registrant's Current Report on Form 8-K, filed by the registrant
on September 27, 2012 and incorporated by reference herein).
99.4 Mortgage Loan Purchase Agreement, dated as of September 27, 2012
between KeyBank National Association, as seller, and UBS Commercial
Mortgage Securitization Corp., as purchaser (filed as Exhibit 99.4 to
the registrant's Current Report on Form 8-K, filed by the registrant
on September 27, 2012 and incorporated by reference herein).
99.5 Mortgage Loan Purchase Agreement, dated as of September 27, 2012
between General Electric Capital Corporation, as seller, and UBS
Commercial Mortgage Securitization Corp., as purchaser (filed as
Exhibit 99.5 to the registrant's Current Report on Form 8-K, filed
by the registrant on September 27, 2012 and incorporated by
reference herein).
99.6 Mortgage Loan Purchase Agreement, dated as of September 27, 2012
between RAIT Partnership, L.P., as seller, and UBS Commercial Mortgage
Securitization Corp., as purchaser (filed as Exhibit 99.6 to the
registrant's Current Report on Form 8-K, filed by the registrant
on September 27, 2012 and incorporated by reference herein).
