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 issuing entity: 333-166711-01
Central Index Key Number of the issuing entity: 0001536226
UBS-Citigroup Commercial Mortgage Trust 2011-C1
(Exact name of issuing entity as specified in its Charter)
Commission file number of the depositor: 333-166711
Central Index Key Number of the depositor: 0001258361
Citigroup Commercial Mortgage Securities Inc.
(Exact name of registrant/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: 0001542256
Natixis Real Estate Capital LLC
(Exact name of the sponsor as specified in its Charter)
New York 86-1073506
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.
of issuing entity) of issuing entity)
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) 816-6000
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).
See Item 15(a).
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. The issuing entity does not have any executive officers
or directors.
ITEM 11. Executive Compensation.
Omitted. The issuing entity does not have any executive officers
or directors.
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
Omitted. The issuing entity does not have any executive officers
or directors.
Item 13. Certain Relationships and Related Transactions, and Director
Independence.
Omitted. The issuing entity does not have any executive officers
or directors.
ITEM 14. Principal Accounting Fees and Services.
Omitted.
ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB
Item 1112(b) of Regulation AB, Significant Obligor Financial Information.
Each of (i) the property securing the Trinity Centre Mortgage Loan and (ii)
the property securing the Poughkeepsie Galleria Mortgage Loan constitutes
a significant obligor within the meaning of Item 1101(k)(2) of Regulation
AB and as disclosed in the Prospectus Supplement for UBS-Citigroup
Commercial Mortgage Trust 2011-C1 filed on December 28, 2011.
With respect to the Trinity Centre Mortgage Loan, based on information
provided by the Trinity Centre Mortgage Loan Borrower, the unaudited net
operating income for the period of January 1, 2015 through September 30,
2015 for the Trinity Centre Mortgaged Property was $14,076,212.00. The
Trinity Centre Mortgage Loan was defeased on November 6, 2015.
With respect to the Poughkeepsie Galleria Mortgage Loan, based on
information provided by the Poughkeepsie Galleria Mortgage Loan Borrower,
the unaudited net operating income for the twelve month period ending
December 31, 2016 for the Poughkeepsie Galleria Mortgaged Property was
$11,341,218.00.
Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider
Information.
None.
Item 1115(b) of Regulation AB, Certain Derivative Instruments.
None.
Item 1117 of Regulation AB, Legal Proceedings.
Disclosure from Deutsche Bank Trust Company Americas, as Trustee:
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
residential mortgage-backed securities ("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 ("Trust Indenture Act"), 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 Trust Indenture Act, 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 Trust Indenture Act, 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 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 the
Prospectus Supplement relating to UBS-Citigroup Commercial Mortgage Trust
2011-C1 filed pursuant to Rule 424(b)(5) on December 28, 2011.
Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.
See Item 15, Exhibits 33 and 34.
Item 1123 of Regulation AB, Servicer Compliance Statement.
See Item 15, Exhibit 35.
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) The exhibits required by Item 601 of Regulation S-K and by
paragraph (b) below.
EXHIBIT INDEX
Exhibit
Number Description
4.1 Pooling and Servicing Agreement, dated as of December 1, 2011, by and
among Citigroup Commercial Mortgage Securities, Inc., as depositor,
Wells Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC (as successor to Midland Loan Services, a
Division of PNC Bank, National Association), as Special Servicer,
Trimont Real Estate Advisors, Inc., as Operating Advisor, and
Deutsche Bank Trust Company Americas, as trustee, certificate
administrator, paying agent and custodian. (Exhibit 4.1 was filed as
part of the Registrant's Current Report on Form 8-K filed on
December 29, 2011 (Commission File No. 333-166711-01) and is
incorporated by reference herein.)
4.2 Amendment Number 1 To Pooling And Servicing Agreement, dated as of
June 12, 2012, by and among Citigroup Commercial Mortgage Securities
Inc., as depositor, Wells Fargo Bank, National Association, as master
servicer, Rialto Capital Advisors, LLC (as successor to Midland Loan
Services, a Division of PNC Bank, National Association), as special
servicer, Deutsche Bank Trust Company Americas, as trustee, certificate
administrator, paying agent and custodian, and TriMont Real Estate
Advisors, Inc., as operating advisor. (Exhibit 4.2 was filed as part
of the Registrant's Annual Report on Form 10K filed on March 29, 2013
(Commission File No. 333-166711-01) and is incorporated by reference
herein.)
10.1 Mortgage Loan Purchase Agreement, dated as of December 22, 2011, between
UBS Real Estate Securities Inc. and Citigroup Commercial Mortgage
Securities Inc., pursuant to which UBS Real Estate Securities Inc. sold
certain mortgage loans to Citigroup Commercial Mortgage Securities Inc.
(Exhibit 10.1 was filed as part of the Registrant's Current Report on
Form 8-K filed on December 28, 2011 (Commission File No. 333-166711-01)
and is incorporated by reference herein.)
10.2 Mortgage Loan Purchase Agreement, dated as of December 22, 2011, between
Natixis Real Estate Capital LLC and Citigroup Commercial Mortgage
Securities Inc., pursuant to which Natixis Real Estate Capital LLC sold
certain mortgage loans to Citigroup Commercial Mortgage Securities Inc.
(Exhibit 10.2 was filed as part of the Registrant's Current Report on
Form 8-K filed on December 28, 2011 (Commission File No. 333-166711-01)
and is incorporated by reference herein.)
10.3 Primary Servicing Agreement, dated as of December 1, 2011, between Wells
Fargo Bank, National Association, as master servicer, and Midland Loan
Services, a Division of PNC Bank, National Association, as primary
servicer. (Exhibit 10.3 was filed as part of the Registrant's Current
Report on Form 8-K filed on December 28, 2011 (Commission File No.
333-166711-01) and is incorporated by reference herein.)
10.4 Primary Servicing Agreement, dated as of December 1, 2011, between Wells
Fargo Bank, National Association, as master servicer, and KeyBank
National Association (as successor to KeyCorp Real Estate Capital
Markets, Inc.), as primary servicer. (Exhibit 10.3 was filed as part of
the Registrant's Annual Report on Form 10-K/A filed on January 26, 2015
(Commission File No. 333-166711-01) and 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, N.A., as master servicer, Annual Report on Assessment
of Compliance for Year End December 31, 2016.
33.2 Midland Loan Services, a Division of PNC Bank, N.A., as primary servicer,
Annual Report on Assessment of Compliance for Year End December 31,
2016.
33.3 Rialto Capital Advisors, LLC, as special servicer, Annual Report on
Assessment of Compliance for Year End December 31, 2016.
33.4 Deutsche Bank Trust Company Americas, as trustee, custodian and
certificate administrator, Annual Report on Assessment of Compliance
for Year End December 31, 2016.
33.5 Trimont Real Estate Advisors, Inc., as operating advisor, Annual
Report on Assessment of Compliance for Year End December 31, 2016.
33.6 CoreLogic Commercial Real Estate Services, Inc., as servicing function
participant, Annual Report on Assessment of Compliance for Year End
December 31, 2016.
33.7 National Tax Search, LLC, as servicing function participant, Annual
Report on Assessment of Compliance for Year End December 31, 2016.
33.8 KeyBank National Association (as successor to KeyCorp Real Estate
Capital Markets, Inc.), as primary servicer, Annual Report on
Assessment of Compliance for Year End December 31, 2016.
34 Attestation reports on assessment of compliance with servicing criteria
for asset-backed securities.
34.1 Attestation Report on Assessment of Compliance with Servicing Criteria
for Wells Fargo Bank, N.A., as master servicer, for Year End
December 31, 2016.
34.2 Attestation Report on Assessment of Compliance with Servicing Criteria
for Midland Loan Services, a Division of PNC Bank, N.A., as primary
servicer, for Year End December 31, 2016.
34.3 Attestation Report on Assessment of Compliance with Servicing Criteria
for Rialto Capital Advisors, LLC, as special servicer for Year End
December 31, 2016.
34.4 Attestation Report on Assessment of Compliance with Servicing Criteria
for Deutsche Bank Trust Company Americas, as trustee, custodian and
certificate administrator, for Year End December 31, 2016.
34.5 Attestation Report on Assessment of Compliance with Servicing Criteria
for Trimont Real Estate Advisors, Inc., as operating advisor, Report
for Year End December 31, 2016.
34.6 Attestation Report on Assessment of Compliance with Servicing Criteria
for CoreLogic Commercial Real Estate Services, Inc., as servicing
function participant, for Year End December 31, 2016.
34.7 Attestation Report on Assessment of Compliance with Servicing Criteria
for National Tax Search, LLC, as servicing function participant, for
Year End December 31, 2016.
34.8 Attestation Report on Assessment of Compliance with Servicing Criteria
for KeyBank National Association (as successor to KeyCorp Real Estate
Capital Markets, Inc.), as primary servicer, for Year End December 31,
2016.
35 Servicer compliance statement.
35.1 Wells Fargo Bank, N.A., as master servicer, Annual Statement of
Compliance for Year End December 31, 2016.
35.2 Midland Loan Services, a Division of PNC Bank, N.A., as primary servicer,
Annual Statement of Compliance for Year End December 31, 2016.
35.3 Rialto Capital Advisors, LLC., as special servicer, Annual Statement
of Compliance for Year End December 31, 2016.
35.4 Deutsche Bank Trust Company Americas, as certificate administrator,
Annual Statement of Compliance for Year End December 31, 2016.
35.5 KeyBank National Association (as successor to KeyCorp Real Estate
Capital Markets, Inc.), as primary servicer, Annual Statement of
Compliance for Year End December 31, 2016.
(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.
Citigroup Commercial Mortgage Securities Inc.
(Depositor)
By: /s/ Paul Vanderslice
Paul Vanderslice
Title: President
(Senior Officer in Charge of
Securitization of the Depositor)
Date: March 30, 2017
EXHIBIT INDEX
Exhibit
Number Description
