UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report
(Date of earliest
event reported): October 6, 2014
COMM 2012-CCRE4 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
KeyBank National Association
Cantor Commercial Real Estate Lending, L.P.
(Exact name of sponsor(s) as specified in its charter)
New York 333-172143-07 38-3891310
(State or other (Commission 38-3891311
jurisdiction File Number) 38-7064521
of Incorporation) (IRS Employer
Identification No.)
c/o Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, MD 21045
(Address of principal executive offices) (Zip Code)
Telephone number, including area code: (410) 884-2000
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act(17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act(17 CFR 240.13e-4(c))
Section 6 - Asset-Backed Securities
Item 6.02 - Change of Servicer or Trustee.
Pursuant to Section 3.22(b) of the Pooling and Servicing Agreement (the "PSA")
relating to the issuing entity known as COMM 2012-CCRE4 Mortgage Trust (the
"Trust"), MKP Credit Master Fund, LDC removed Torchlight Loan Services, LLC
("Torchlight") as special servicer under the PSA (except with respect to any
Serviced Loan Combination) and appointed Rialto Capital Advisors, LLC, a
Delaware limited liability company ("Rialto"), as the successor special
servicer under the PSA (except with respect to any Serviced Loan Combination).
Torchlight remains the special servicer under the PSA with respect to Serviced
Companion Loans. The removal of Torchlight as special servicer (except with
respect to any Serviced Loan Combination) and appointment of Rialto as
successor special servicer (except with respect to any Serviced Loan
Combination) under the PSA will be effective as of October 6, 2014.
Pursuant to Section 3.22(b) of the PSA, MKP Credit Master Fund, LDC, as the
Directing Holder under the PSA, has the right, for so long as no Control
Termination Event (as defined in the PSA) has occurred and is continuing, to
terminate the existing special servicer, with or without cause, and appoint the
successor special servicer, under the PSA.
Rialto has been engaged in the special servicing of commercial mortgage loans
for commercial real estate securitizations since approximately May 2012. As of
June 30, 2014, Rialto and its affiliates were actively special servicing
approximately 3,500 portfolio loans with a principal balance of approximately
$1.3 billion and were responsible for approximately 1,600 portfolio REO assets
with a principal balance of approximately $1.7 billion. As of September 18,
2014, Rialto was performing special servicing for 37 commercial real estate
securitizations. With respect to such securitization transactions, Rialto is
administering over 2,800 assets with a principal balance of approximately $42.2
billion. The asset pools specially serviced by Rialto include residential,
multifamily/condo, office, retail, hotel, healthcare, industrial, manufactured
housing and other income-producing properties as well as residential and
commercial land. The table below sets forth information about Rialto's
portfolio of specially serviced commercial and multifamily mortgage loans and
REO properties in commercial mortgage-backed securitization transactions as of
the dates indicated:
CMBS Pools As of December As of December As of June
31, 2012 31, 2013 30, 2014
Number of CMBS Pools Named Special 16 27 35
Servicer
Approximate Aggregate Unpaid Principal $18.9 billion $32.4 billion $39.7 billion
Balance(1)
Approximate Number of Specially Serviced 19 27 25
Loans or REO Properties^(2)
Approximate Aggregate Unpaid Principal $21 million $101 million $87 million
Balance of Specially Serviced Loans or REO
Properties^(2)
(1) Includes all commercial and multifamily mortgage loans and related REO properties in Rialto's portfolio for
which Rialto is the named special servicer, regardless of whether such mortgage loans and related REO
properties are, as of the specified date, specially serviced by Rialto.
(2) Includes only those commercial and multifamily mortgage loans and related REO properties in Rialto's
portfolio for which Rialto is the named special servicer that are, as of the specified date, specially serviced by
Rialto. Does not include any resolutions during the specified year.
Rialto is a wholly-owned subsidiary of Rialto Capital Management, LLC, a
Delaware limited liability company ("RCM"). RCM is a vertically integrated
commercial real estate investment and asset manager and an indirect
wholly-owned subsidiary of Lennar Corporation ("Lennar") (NYSE: LEN and LEN.B).
As of June 30, 2014, RCM was the sponsor of, and certain of its affiliates were
investors in, four private equity funds (the "Funds") with an aggregate of $2.4
billion of equity under management, and RCM also advised one separately managed
account with $200 million of committed capital. Two of such funds are focused
on distressed and value-add real estate related investments, one of such funds
is focused on investments in commercial mortgage-backed securities and the
other fund and the separately managed account are focused on mezzanine debt. As
of September 18, 2014, RCM had acquired and/or was managing approximately $6.2
billion of non- and sub-performing real estate assets, representing over 9,900
loans. Included in this number are approximately $3 billion in structured
transactions with the Federal Deposit Insurance Corporation. RCM was also a
sub-advisor and investor in an approximately $4.6 billion Public Private
Investment Fund with the U.S. Department of the Treasury, which was liquidated
in October of 2012.
In addition, as of September 18, 2014, RCM had underwritten and purchased,
primarily for the Funds, approximately $2.5 billion in face value of
subordinate, newly-originated commercial mortgage-backed securities bonds in 36
different securitizations totaling approximately $42.6 billion in overall
transaction size. RCM has the right to appoint the special servicer for each of
these transactions.
RCM has over 380 employees and is headquartered in Miami with two other main
offices located in New York City and Atlanta. In addition, the asset management
platform utilizes seven satellite offices located in Las Vegas, Nevada,
Phoenix, Arizona, Aliso Viejo, California, Denver, Colorado, Portland, Oregon,
Charlotte, North Carolina and Tampa, Florida. It is also supported in local
markets by the Lennar infrastructure which provides access to over 6,400
employees across the country's largest real estate markets.
Rialto has detailed operating policies and procedures which are reviewed at
least annually and updated as appropriate. These policies and procedures for
the performance of its special servicing obligations are, among other things,
in compliance with the applicable servicing criteria set forth in Item 1122 of
Regulation AB. Rialto has developed strategies and procedures for managing
delinquent loans, loans subject to bankruptcies of the borrowers and other
breaches by borrowers of the underlying loan documents that are designed to
maximize value from the assets for the benefit of certificateholders. These
strategies and procedures vary on a case by case basis, and include, but are
not limited to, liquidation of the underlying collateral, note sales,
discounted payoffs, and borrower negotiation or workout in accordance with the
related servicing standard. The strategy pursued by Rialto for any particular
property depends upon, among other things, the terms and provisions of the
underlying loan documents, the jurisdiction where the underlying property is
located and the condition and type of underlying property. Standardization and
automation have been pursued, and continue to be pursued, wherever possible so
as to provide for continued accuracy, efficiency, transparency, monitoring and
controls.
There are, to the actual current knowledge of Rialto, no special or unique
factors of a material nature involved in special servicing the particular types
of assets included in the Trust, as compared to the types of assets specially
serviced by Rialto in other commercial mortgage-backed securitization pools
generally, for which Rialto has developed processes and procedures which
materially differ from the processes and procedures employed by Rialto in
connection with its special servicing of commercial mortgage-backed
securitization pools generally.
There have not been, during the past three years, any material changes to the
policies or procedures of Rialto in the servicing function it will perform
under the PSA for assets of the same type included in the Trust. Rialto does
not believe that its financial condition will have any adverse effect on the
performance of its duties under the PSA and, accordingly, Rialto believes that
its financial condition will not have any material impact on the mortgage pool
performance or the performance of the certificates.
In its capacity as a special servicer, Rialto will not have primary
responsibility for custody services of original documents evidencing mortgage
loans. Rialto may from time to time have custody of certain of such documents
as necessary for enforcement actions involving particular mortgage loans or
otherwise. To the extent that Rialto has custody of any such documents for any
such servicing purposes, such documents will be maintained in a manner
consistent with the servicing standard under the PSA.
Rialto does not have any material advancing rights or obligations with respect
to the commercial mortgage-backed securities pools as to which it acts as
special servicer. In certain instances Rialto may have the right or be
obligated to make property related servicing advances in emergency situations
with respect to certain commercial mortgage-backed securities pools as to which
it acts as special servicer.
A description of the material terms of the PSA regarding the special servicing
of the mortgage loans held by the Trust and the special servicer's duties
regarding such mortgage loans, including limitations on the special servicer's
liability under the PSA and terms regarding the special servicer's removal,
replacement, resignation or transfer, is included in the Prospectus Supplement
(SEC File Number 333-172143-07) filed with the Securities and Exchange
Commission on November 13, 2012 pursuant to Rule 424(b)(5) in the section
captioned "The Pooling and Servicing Agreement." A copy of the PSA has been
filed as Exhibit 4 to the Form 8-K filed by the Trust with the Securities and
Exchange Commission on November 13, 2012.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Deutsche Mortgage & Asset Receiving Corporation
(Depositor)
/s/ Helaine M. Kaplan
Helaine M. Kaplan, President
Date: October 7, 2014
/s/ Natalie Grainger
Natalie Grainger, Vice President
Date: October 7, 2014
