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, 2013
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: 333-180779-03
Morgan Stanley Bank of America Merrill Lynch Trust 2013-C9
(exact name of issuing entity as specified in its charter)
Morgan Stanley Capital I Inc.
(exact name of the depositor as specified in its charter)
Bank of America, National Association
Morgan Stanley Mortgage Capital Holdings LLC
(exact names of the sponsors as specified in their charters)
New York 38-3906833
(State or other jurisdiction of 38-3906834
incorporation or organization) 38-3906835
38-7092974
38-7092975
38-7092976
(I.R.S. Employer
Identification No.)
c/o Morgan Stanley Capital I Inc.
1585 Broadway
New York, NY 10036
(Address of principal executive (Zip Code)
offices)
Telephone number, including area code: (212) 762-6148
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 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 mortgaged property securing the Milford Plaza Fee Mortgage Loan constitutes
a significant obligor within the meaning of 1101(k)(2) of Regulation AB. The
most recent (unaudited) net operating income of the significant obligor for the
2013 fiscal year (based on annualized financial information for the period from
July 1, 2013 to December 31, 2013) is $16,169,223.10.
The mortgaged property securing the Colonnade Office Mortgage Loan constitutes
a significant obligor within the meaning of 1101(k)(2) of Regulation AB. The
most recent (unaudited) net operating income of the significant obligor for
the period from March 28, 2013 to December 31, 2013 is $11,098,415.
Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider Financial
Information.
No entity or group of affiliated entities provides any enhancement or other
support for the certificates 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
for the certificates as described under Item 1115 of Regulation AB.
Item 1117 of Regulation AB, Legal Proceedings.
The registrant knows of no pending legal proceeding (or legal proceeding
contemplated by governmental authorities) against the sponsors, depositor,
trustee, issuing entity, servicers, originators or other parties contemplated
by Item 1100(d)(1) of Regulation AB, or of which any property of the foregoing
is the subject, that is material to security holders as described under Item
1117 of Regulation AB.
Item 1119 of Regulation AB, Affiliations and Certain Relationships and Related
Transactions.
The information regarding this Item has been disclosed in the Prospectus of the
Issuing Entity filed in a 424(b)(5) filing dated April 30, 2013.
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.
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.
(4.1) Pooling and Servicing Agreement, dated as of May 1, 2013, between
Morgan Stanley Capital I Inc., as Depositor, Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer and as
Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor,
and Wells Fargo Bank, National Association, as Trustee, Certificate
Administrator, Certificate Registrar and Authenticating Agent, and Custodian
(Filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K/A filed
on February 25, 2014 and incorporated by reference herein).
(4.2) Pooling and Servicing Agreement, dated as of February 1, 2013, between
Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells
Fargo Bank, National Association, as Master Servicer, NS Servicing II, LLC, as
Special Servicer, U.S. Bank National Association, as Trustee, Wells Fargo
Bank, National Association, as Certificate Administrator, Certificate
Registrar and Authenticating Agent, and Custodian, and Situs Holdings, LLC, as
Trust Advisor, relating to the MSBAM 2013-C8 securitization and pursuant to
which the Boston Park Plaza Mortgage Loan is serviced. (Filed as Exhibit 4.1
to the Registrant's Current Report on Form 8-K filed on March 31, 2014 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 GEMSA Loan Services, L.P. as Servicing Function Participant
33.2 Midland Loan Services, a Division of PNC Bank, National Association as Master
Servicer
33.3 Midland Loan Services, a Division of PNC Bank, National Association as Special
Servicer (see Exhibit 33.2)
33.4 Trimont Real Estate Advisors, Inc. as Trust Advisor
33.5 Wells Fargo Bank, N.A. as Certificate Administrator
33.6 Wells Fargo Bank, N.A. as Custodian
33.7 Wells Fargo Bank, N.A. as Certificate Administrator under the MSBAM 2013-C8 Securitization,
pursuant to which the Boston Park Plaza Mortgage Loan is serviced (see Exhibit 33.5)
33.8 Wells Fargo Bank, N.A. as Custodian under the MSBAM 2013-C8 Securitization, pursuant to which
the Boston Park Plaza Mortgage Loan is serviced (see Exhibit 33.6)
(34) Attestation reports on assessment of compliance with servicing criteria
for asset-backed securities.
34.1 GEMSA Loan Services, L.P. as Servicing Function Participant
34.2 Midland Loan Services, a Division of PNC Bank, National Association as Master
Servicer
34.3 Midland Loan Services, a Division of PNC Bank, National Association as Special
Servicer (see Exhibit 34.2)
34.4 Trimont Real Estate Advisors, Inc. as Trust Advisor
34.5 Wells Fargo Bank, N.A. as Certificate Administrator
34.6 Wells Fargo Bank, N.A. as Custodian
34.7 Wells Fargo Bank, N.A. as Certificate Administrator under the MSBAM 2013-C8 Securitization,
pursuant to which the Boston Park Plaza Mortgage Loan is serviced (see Exhibit 34.5)
34.8 Wells Fargo Bank, N.A. as Custodian under the MSBAM 2013-C8 Securitization, pursuant to which
the Boston Park Plaza Mortgage Loan is serviced (see Exhibit 34.6)
(35) Servicer compliance statement.
35.1 Midland Loan Services, a Division of PNC Bank, National Association as Master
Servicer
35.2 Midland Loan Services, a Division of PNC Bank, National Association as Special
Servicer (see Exhibit 35.1)
35.3 Wells Fargo Bank, N.A. as Certificate Administrator
35.4 Wells Fargo Bank, N.A. as Custodian
35.5 Wells Fargo Bank, N.A. as Certificate Administrator under the MSBAM 2013-C8 Securitization,
pursuant to which the Boston Park Plaza Mortgage Loan is serviced
35.6 Wells Fargo Bank, N.A. as Custodian under the MSBAM 2013-C8 Securitization, pursuant to
which the Boston Park Plaza Mortgage Loan is serviced
(99.1) Mortgage Loan Purchase Agreement, dated as of April 15, 2013, between
Morgan Stanley Mortgage Capital Holdings LLC and Morgan Stanley Capital I
Inc. (Filed as Exhibit 99.1 to the Registrant's Current Report on Form 8-K
filed on April 29, 2013 and incorporated by reference herein).
(99.2) Mortgage Loan Purchase Agreement, dated as of April 15, 2013,
between Bank of America, National Association and Morgan Stanley Capital I
Inc. (Filed as Exhibit 99.2 to the Registrant's Current Report on Form 8-K
filed on April 29, 2013 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.
Morgan Stanley Capital I Inc.
(Depositor)
/s/ Steven Stern
Steven Stern, President
(senior officer in charge of securitization of the depositor)
Date: April 14, 2014
Exhibit Index
Exhibit No.
(4.1) Pooling and Servicing Agreement, dated as of May 1, 2013, between
Morgan Stanley Capital I Inc., as Depositor, Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer and as
Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor,
and Wells Fargo Bank, National Association, as Trustee, Certificate
Administrator, Certificate Registrar and Authenticating Agent, and Custodian.
(Filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K/A filed
on February 25, 2014 and incorporated by reference herein).
(4.2) Pooling and Servicing Agreement, dated as of February 1, 2013, between
Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells
Fargo Bank, National Association, as Master Servicer, NS Servicing II, LLC, as
Special Servicer, U.S. Bank National Association, as Trustee, Wells Fargo
Bank, National Association, as Certificate Administrator, Certificate
Registrar and Authenticating Agent, and Custodian, and Situs Holdings, LLC, as
Trust Advisor, relating to the MSBAM 2013-C8 securitization and pursuant to
which the Boston Park Plaza Mortgage Loan is serviced. (Filed as Exhibit 4.1
to the Registrant's Current Report on Form 8-K filed on March 31, 2014 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 GEMSA Loan Services, L.P. as Servicing Function Participant
33.2 Midland Loan Services, a Division of PNC Bank, National Association as Master
Servicer
33.3 Midland Loan Services, a Division of PNC Bank, National Association as Special
Servicer (see Exhibit 33.2)
33.4 Trimont Real Estate Advisors, Inc. as Trust Advisor
33.5 Wells Fargo Bank, N.A. as Certificate Administrator
33.6 Wells Fargo Bank, N.A. as Custodian
33.7 Wells Fargo Bank, N.A. as Certificate Administrator under the MSBAM 2013-C8 Securitization,
pursuant to which the Boston Park Plaza Mortgage Loan is serviced (see Exhibit 33.5)
33.8 Wells Fargo Bank, N.A. as Custodian under the MSBAM 2013-C8 Securitization, pursuant to which
the Boston Park Plaza Mortgage Loan is serviced (see Exhibit 33.6)
(34) Attestation reports on assessment of compliance with servicing criteria
for asset-backed securities.
34.1 GEMSA Loan Services, L.P. as Servicing Function Participant
34.2 Midland Loan Services, a Division of PNC Bank, National Association as Master
Servicer
34.3 Midland Loan Services, a Division of PNC Bank, National Association as Special
Servicer (see Exhibit 34.2)
34.4 Trimont Real Estate Advisors, Inc. as Trust Advisor
34.5 Wells Fargo Bank, N.A. as Certificate Administrator
34.6 Wells Fargo Bank, N.A. as Custodian
34.7 Wells Fargo Bank, N.A. as Certificate Administrator under the MSBAM 2013-C8 Securitization,
pursuant to which the Boston Park Plaza Mortgage Loan is serviced (see Exhibit 34.5)
34.8 Wells Fargo Bank, N.A. as Custodian under the MSBAM 2013-C8 Securitization, pursuant to which
the Boston Park Plaza Mortgage Loan is serviced (see Exhibit 34.6)
(35) Servicer compliance statement.
35.1 Midland Loan Services, a Division of PNC Bank, National Association as Master
Servicer
35.2 Midland Loan Services, a Division of PNC Bank, National Association as Special
Servicer (see Exhibit 35.1)
35.3 Wells Fargo Bank, N.A. as Certificate Administrator
35.4 Wells Fargo Bank, N.A. as Custodian
35.5 Wells Fargo Bank, N.A. as Certificate Administrator under the MSBAM 2013-C8 Securitization,
pursuant to which the Boston Park Plaza Mortgage Loan is serviced
35.6 Wells Fargo Bank, N.A. as Custodian under the MSBAM 2013-C8 Securitization, pursuant to
which the Boston Park Plaza Mortgage Loan is serviced
(99.1) Mortgage Loan Purchase Agreement, dated as of April 15, 2013, between
Morgan Stanley Mortgage Capital Holdings LLC and Morgan Stanley Capital I
Inc. (Filed as Exhibit 99.1 to the Registrant's Current Report on Form 8-K
filed on April 29, 2013 and incorporated by reference herein).
(99.2) Mortgage Loan Purchase Agreement, dated as of April 15, 2013,
between Bank of America, National Association and Morgan Stanley Capital I
Inc. (Filed as Exhibit 99.2 to the Registrant's Current Report on Form 8-K
filed on April 29, 2013 and incorporated by reference herein).
