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, 2016
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 of the issuing entity: 333-177354-03
Central Index Key Number of the issuing entity: 0001555902
UBS-Barclays Commercial Mortgage Trust 2012-C3
(exact name of the issuing entity as specified in its charter)
Central Index Key Number of the depositor: 0001532799
UBS Commercial Mortgage Securitization Corp.
(exact name of the depositor as specified in its charter)
Central Index Key Number of the sponsor: 0001541886
UBS Real Estate Securities Inc.
(exact name of the sponsor as specified in its charter)
Central Index Key Number of the sponsor: 0000312070
Barclays Bank PLC
(exact name of the sponsor as specified in its charter)
Central Index Key Number of the sponsor: 0001682523
Starwood Mortgage Funding II LLC
(exact name of the sponsor as specified in its charter)
(formerly known as Archetype Mortgage Funding II LLC)
Central Index Key Number of the sponsor: 0001089877
KeyBank National Association
(exact name of the sponsor as specified in its charter)
Central Index Key Number of the sponsor: 0000040554
General Electric Capital Corporation
(exact name of the sponsor as specified in its charter)
Central Index Key Number of the sponsor: 0001175134
RAIT Partnership, L.P.
(exact name of the sponsor as specified in its charter)
New York
(State or other jurisdiction of
incorporation or organization of
the issuing entity)
46-1012551
46-1132084
46-6292860
(I.R.S. Employer
Identification Numbers)
c/o Deutsche Bank Trust Company Americas
as Certificate Administrator
1761 East St. Andrew Place
Santa Ana, CA
(Address of principal executive offices of the issuing entity)
92705
(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 [X] No
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 [X] No
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. [X] Yes [ ] 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 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 [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 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. [ ] Yes [ ] No
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 which is an asset of the issuing
entity 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. Midland Loan Services, a Division of PNC
Bank, National Association is the master servicer under the Pooling and
Servicing Agreement. The responsibilities of Midland Loan Services, a
Division of PNC Bank, National Association, as primary servicer of the loan
combination with respect to the issuing entity, are subsumed within its
responsibilities as master servicer under the Pooling and Servicing
Agreement. Thus, the servicer compliance statement provided by Midland
Loan Services, a Division of PNC Bank, National Association, as master
servicer under the Pooling and Servicing Agreement, encompasses its roles
as both master servicer and primary servicer with respect to the loan
combination.
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 as disclosed in the prospectus supplement. In accordance with Item
1112(b) of Regulation AB, the most recent unaudited net operating income
of the significant obligor was $7,849,883.44 for the twelve-month
period ended December 31, 2016.
Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider Financial
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 Derivatives Instruments (Financial
Information).
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 Deutsche Bank Trust Company Americas, as trustee,
certificate administrator and custodian.
Deutsche Bank Trust Company Americas ("DBTCA") and Deutsche Bank National
Trust Company ("DBNTC") have been sued by investors in civil litigation
concerning their role as trustees of certain RMBS trusts.
On June 18, 2014, a group of investors, including funds managed by
Blackrock Advisors, LLC, PIMCO-Advisors, L.P., and others, filed a
derivative action against DBNTC and DBTCA in New York State Supreme Court
purportedly on behalf of and for the benefit of 544 private-label
RMBS trusts asserting claims for alleged violations of the U.S. Trust
Indenture Act of 1939 (TIA), breach of contract, breach of fiduciary duty
and negligence based on DBNTC and DBTCA's alleged failure to perform
their duties as trustees for the trusts. Plaintiffs subsequently
dismissed their state court complaint and filed a derivative and class
action complaint in the U.S. District Court for the Southern District of
New York on behalf of and for the benefit of 564 private-label RMBS
trusts, which substantially overlapped with the trusts at issue in the
state court action. The complaint alleges that the trusts at issue have
suffered total realized collateral losses of U.S. $89.4 billion, but the
complaint does not include a demand for money damages in a sum certain.
DBNTC and DBTCA filed a motion to dismiss, and on January 19, 2016, the
court partially granted the motion on procedural grounds: as to the 500
trusts that are governed by Pooling and Servicing Agreements, the court
declined to exercise jurisdiction. The court did not rule on substantive
defenses asserted in the motion to dismiss. On March 22, 2016, plaintiffs
filed an amended complaint in federal court. In the amended complaint, in
connection with 62 trusts governed by indenture agreements, plaintiffs
assert claims for breach of contract, violation of the TIA, breach of
fiduciary duty, and breach of duty to avoid conflicts of interest. The
amended complaint alleges that the trusts at issue have suffered total
realized collateral losses of U.S. $9.8 billion, but the complaint does
not include a demand for money damages in a sum certain. On July 15,
2016, DBNTC and DBTCA filed a motion to dismiss the amended complaint. On
January 23, 2017, the court granted in part and denied in part DBNTC and
DBTCA's motion to dismiss. The court granted the motion to dismiss with
respect to plaintiffs' conflict-of-interest claim, thereby dismissing it,
and denied the motion to dismiss with respect to plaintiffs' breach of
contract claim (except as noted below) and claim for violation of the
TIA, thereby allowing those claims to proceed. On January 26, 2017, the
parties filed a joint stipulation and proposed order dismissing
plaintiffs' claim for breach of fiduciary duty. On January 27, 2017, the
court entered the parties' joint stipulation and ordered that plaintiffs'
claim for breach of fiduciary duty be dismissed. On February 3, 2017,
following a hearing concerning DBNTC and DBTCA's motion to dismiss on
February 2, 2017, the court issued a short form order dismissing (i)
plaintiffs' representation and warranty claims as to 21 trusts whose
originators and/or sponsors had entered bankruptcy and the deadline for
asserting claims against such originators and/or sponsors had passed as
of 2009 and (ii) plaintiffs' claims to the extent they were premised upon
any alleged pre-Event of Default duty to terminate servicers. Discovery
is ongoing.
On March 25, 2016, the BlackRock plaintiffs filed a state court action
against DBTCA in the Superior Court of California, Orange County with
respect to 513 trusts. On May 18, 2016, plaintiffs filed an amended
complaint with respect to 465 trusts, and included DBNTC as an additional
defendant. The amended complaint asserts three causes of action: breach
of contract; breach of fiduciary duty; and breach of the duty to avoid
conflicts of interest. Plaintiffs purport to bring the action on behalf
of themselves and all other current owners of certificates in the 465
trusts. The amended complaint alleges that the trusts at issue have
suffered total realized collateral losses of U.S. $75.7 billion, but does
not include a demand for money damages in a sum certain. On August 22,
2016, DBNTC and DBTCA filed a demurrer as to Plaintiffs' breach of
fiduciary duty cause of action and breach of the duty to avoid conflicts
of interest cause of action and motion to strike as to Plaintiffs' breach
of contract cause of action. On October 18, 2016, the court granted
DBNTC and DBTCA's demurrer, providing Plaintiffs with thirty days' leave
to amend, and denied DBNTC and DBTCA's motion to strike. Plaintiffs did
not further amend their complaint and, on December 19, 2016, DBNTC and
DBTCA filed an answer to the amended complaint. Discovery is ongoing.
On December 30, 2015, IKB International, S.A. in Liquidation and IKB
Deutsche Industriebank A.G. (collectively, "IKB"), as an investor in 37
RMBS trusts, filed a summons with notice in the Supreme Court of the
State of New York, New York County, against DBNTC and DBTCA as trustees
of the trusts. On May 27, 2016, IKB served its complaint asserting claims
for breach of contract, breach of fiduciary duty, breach of duty
to avoid conflicts of interest, violation of New York's Streit Act,
violation of the Trust Indenture Act, violation of Regulation AB, and
violation of Section 9 of the Uniform Commercial Code. IKB alleges that
DBNTC and DBTCA are liable for over U.S. $268 million in damages. On
October 5, 2016, DBNTC and DBTCA, together with several other trustees
defending lawsuits by IKB, filed a joint motion to dismiss. On January 6,
2017, IKB filed a notice of discontinuance, voluntarily dismissing with
prejudice all claims as to three trusts. As of January 17, 2017, DBNTC
and DBTCA's motion to dismiss has been briefed and is awaiting decision
by the court. Certain limited discovery is permitted to go forward while
the motion to dismiss is pending.
It is DBTCA's belief that it has no pending legal proceedings (including,
based on DBTCA's present evaluation, the litigation disclosed in the
foregoing paragraphs) that would materially affect its ability to perform
its duties as Trustee, Certificate Administrator and Custodian under the
Pooling and Servicing Agreement for this transaction.
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 September 26, 2012 pursuant to Rule 424(b)(5).
Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.
The reports on assessments of compliance with the servicing criteria for
asset-backed securities and related attestation reports on such assessments
of compliance with respect to the mortgage loans 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 criteria 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 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, Park Bridge Lender Services LLC, as Operating
Advisor and Deutsche Bank Trust Company Americas, as Trustee,
Certificate Administrator, Paying Agent and Custodian (filed as
Exhibit 4 to the registrant's Current Report on Form 8-K filed on
September 27, 2012 under Commission File No. 333-177354-03 and
incorporated by reference herein).
31 Rule 13a-14(d)/15d-14(d) Certifications.
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 of the 1000 Harbor Boulevard Mortgage Loan
(see Exhibit 33.1)
33.6 Rialto Capital Advisors, LLC, as Special Servicer of the 1000 Harbor
Boulevard Mortgage Loan (see Exhibit 33.2)
33.7 Deutsche Bank Trust Company Americas, as Trustee, Certificate
Administrator and Custodian of the 1000 Harbor Boulevard Mortgage
Loan (see Exhibit 33.3)
33.8 Park Bridge Lender Services LLC, as Operating Advisor of 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 of the 1000 Harbor Boulevard Mortgage Loan
(see Exhibit 34.1)
34.6 Rialto Capital Advisors, LLC, as Special Servicer of the 1000 Harbor
Boulevard Mortgage Loan (see Exhibit 34.2)
34.7 Deutsche Bank Trust Company Americas, as Trustee, Certificate
Administrator and Custodian of the 1000 Harbor Boulevard Mortgage
Loan (see Exhibit 34.3)
34.8 Park Bridge Lender Services LLC, as Operating Advisor of the 1000
Harbor Boulevard Mortgage Loan (see Exhibit 34.4)
35 Servicer compliance statements.
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 of the 1000 Harbor Boulevard Mortgage Loan
(see Exhibit 35.1)
35.5 Rialto Capital Advisors, LLC, as Special Servicer of the 1000 Harbor
Boulevard Mortgage Loan (see Exhibit 35.2)
35.6 Deutsche Bank Trust Company Americas, as Certificate Administrator
of the 1000 Harbor Boulevard Mortgage Loan (see Exhibit 35.3)
99.1 Mortgage Loan Purchase Agreement, dated as of September 27, 2012,
between UBS Commercial Mortgage Securitization Corp. and UBS Real
Estate Securities Inc. (filed as Exhibit 99.1 to the registrant's
Current Report on Form 8-K filed on September 27, 2012 under
Commission File No. 333-177354-03 and incorporated by reference
herein)
99.2 Mortgage Loan Purchase Agreement, dated as of September 27, 2012,
between UBS Commercial Mortgage Securitization Corp. and Barclays
Bank PLC (filed as Exhibit 99.2 to the registrant's Current Report
on Form 8-K filed on September 27, 2012 under Commission File
No. 333-177354-03 and incorporated by reference herein)
99.3 Mortgage Loan Purchase Agreement, dated as of September 27, 2012,
between UBS Commercial Mortgage Securitization Corp. and Archetype
Mortgage Funding II LLC (filed as Exhibit 99.3 to the registrant's
Current Report on Form 8-K filed on September 27, 2012 under
Commission File No. 333-177354-03 and incorporated by reference
herein)
99.4 Mortgage Loan Purchase Agreement, dated as of September 27, 2012,
between UBS Commercial Mortgage Securitization Corp. and KeyBank
National Association (filed as Exhibit 99.4 to the registrant's
Current Report on Form 8-K filed on September 27, 2012 under
Commission File No. 333-177354-03 and incorporated by reference
herein)
99.5 Mortgage Loan Purchase Agreement, dated as of September 27, 2012,
between UBS Commercial Mortgage Securitization Corp. and General
Electric Capital Corporation (filed as Exhibit 99.5 to the
registrant's Current Report on Form 8-K filed on September 27,
2012 under Commission File No. 333-177354-03 and incorporated by
reference herein)
99.6 Mortgage Loan Purchase Agreement, dated as of September 27, 2012,
between UBS Commercial Mortgage Securitization Corp. and RAIT
Partnership, L.P. (filed as Exhibit 99.6 to the registrant's
Current Report on Form 8-K filed on September 27, 2012 under
Commission File No. 333-177354-03 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 22, 2017
/s/ Alfred Fernandez
Alfred Fernandez, Executive Director
Date: March 22, 2017
