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

 

June 18, 2020

 

Date of Report (Date of Earliest Event Reported)

 

Central Index Key Number of issuing entity:  0001527531

DBUBS 2011-LC3 Mortgage Trust

(Exact name of issuing entity)

 

Central Index Key Number of registrant:  0001013454

Deutsche Mortgage & Asset Receiving Corporation
(Exact name of registrant as specified in its charter)

 

Central Index Key Number of sponsor:  0001541294

German American Capital Corporation
(Exact name of sponsor as specified in its charter)

 

Central Index Key Number of sponsor:  0001541886

UBS Real Estate Securities Inc.
(Exact name of sponsor as specified in its charter)

 

Central Index Key Number of sponsor:  0001541468

Ladder Capital Finance LLC
(Exact name of sponsor as specified in its charter)

 

Central Index Key Number of sponsor:  0001542046

Starwood Property Mortgage Sub-2-A, L.L.C.
(Exact name of sponsor as specified in its charter)

 

Central Index Key Number of sponsor:  0001542290

Starwood Property Mortgage Sub-3, L.L.C.
(Exact name of sponsor as specified in its charter)

 

Central Index Key Number of sponsor:  0001542291

Starwood Property Mortgage Sub-4, L.L.C.
(Exact name of sponsor as specified in its charter)

 

 

 

 

 

New York

 

 

 

 

333-172143-01

 

38-3847613 

38-3847614

38-3847615

38-6988397

(State or other jurisdiction

 

(Commission

 

(I.R.S. Employer

 of incorporation of issuing entity)

 

File Number of issuing entity)

 

Identification Numbers)

 

c/o Wells Fargo Bank, National Association

as Certificate Administrator

9062 Old Annapolis Road

Columbia, MD

(Address of principal executive offices of issuing entity)

 

(212) 250-2500

Registrant’s telephone number, including area code

 

Former name or former address, if changed since last report:  Not Applicable

 

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:

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

     

 

None. 

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

o Emerging growth company

o If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.               


 

Item 6.02. Change of Servicer or Trustee.

 

Effective June 18, 2020, pursuant to Section 3.22(b) of the pooling and servicing agreement, dated as of August 1, 2011, relating to the DBUBS 2011-LC3 Mortgage Trust and filed as Exhibit 4.1 to the Current Report on Form 8-K/A filed on September 27, 2011 (the “PSA”), CWCapital Asset Management LLC was removed as special servicer  and KeyBank National Association, a national banking association (“KeyBank”), was appointed as the successor special servicer under the PSA.  Capitalized terms used but not defined herein have the meanings set forth in the PSA.

 

                This Form 8-K is being filed to record that, effective as of June 18, 2020, will be specially serviced, if necessary, pursuant to the PSA by KeyBank. 

 

KeyBank is a wholly-owned subsidiary of KeyCorp. KeyBank is not an affiliate of the issuing entity, the depositor, the Mortgage Loan Sellers, the Master Servicer, the Providence Place Mall Loan Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor.   The principal servicing offices of KeyBank are located at 11501 Outlook Street, Suite 300, Overland Park, Kansas 66211. 

 

KeyBank has been a special servicer of commercial mortgage loans and commercial real estate assets included in CMBS transactions since 1998.  As of March 31, 2020, KeyBank was named as special servicer with respect to commercial mortgage loans in 312 commercial mortgaged-backed securities transactions totaling approximately $125.7 billion in aggregate outstanding principal balance and was special servicing a portfolio that included approximately 199 commercial mortgage loans with an aggregate outstanding principal balance of approximately $4.742 billion, which portfolio includes multifamily, office, retail, hospitality and other types of income-producing properties that are located throughout the United States.

 

The following table sets forth information on the size and growth of KeyBank’s managed portfolio of specially serviced commercial mortgage loans for which KeyBank is the named special servicer in CMBS transactions in the United States.

Loans

12/31/2017

12/31/2018

12/31/2019

3/31/2020

Approximate Number of Transactions..........

177

211

281

312

Approximate Aggregate Principal Balance
(in billions) ....................................................

 

$71

 

$86.69

 

$111.4

 

$125.7

 

KeyBank has resolved over $12.7 billion of U.S. commercial mortgage loans over the past 10 years, $2.9 billion of U.S. commercial mortgage loans during 2010, $2.27 billion of U.S. commercial mortgage loans during 2011, $1.89 billion of U.S. commercial mortgage loans during 2012, $2.69 billion of U.S. commercial mortgage loans during 2013, $628.5 million of U.S. commercial mortgage loans during 2014, $1.4 billion of U.S. commercial mortgage loans during 2015, $263.6 million of U.S. commercial mortgage loans during 2016, $225 million of U.S. commercial mortgage loans during 2017, $123.4 million of U.S. commercial mortgage loans during 2018 and 318.7 million of U.S. commercial mortgage loans during 2019.

KeyBank is approved as the master servicer, primary servicer, and special servicer for commercial mortgage-backed securities rated by Moody’s, S&P, Fitch, and DBRS Morningstar.  Moody’s does not assign specific ratings to servicers.  KeyBank is on S&P’s Select Servicer list as a U.S. Commercial Mortgage Master Servicer and as a U.S. Commercial Mortgage Special Servicer, and S&P has assigned to KeyBank the rating of “Strong” as a master servicer, primary servicer, and special servicer.  Fitch has assigned to KeyBank the ratings of “CMS1” as a master servicer, “CPS1” as a primary servicer, and “CSS1-” as a special servicer.  DBRS Morningstar has assigned to KeyBank the rankings of “MOR CS1” as master servicer, “MOR CS1” as primary servicer, and “MOR CS1” as special servicer.  S&P’s, Fitch’s, and DBRS Morningstar’s ratings of a servicer are based on an examination of many factors, including the servicer’s financial condition, management team, organizational structure, and operating history.

 

KeyBank’s servicing system utilizes a mortgage-servicing technology platform with multiple capabilities and reporting functions.  This platform allows KeyBank to process mortgage servicing activities including:  (i) performing account maintenance; (ii) tracking borrower communications; (iii) tracking real estate tax escrows and payments, insurance escrows and payments, replacement reserve escrows and operating statement data and rent rolls; (iv) entering and updating transaction data; and (v) generating various reports.  KeyBank generally uses the CREFC® format to report to trustees and certificate administrators of commercial mortgage-backed securities (CMBS) transactions and maintains a website (www.keybank.com/key2cre) that provides access to reports and other information to investors in CMBS transactions that KeyBank is the servicer.

 

KeyBank maintains the accounts it uses in connection with servicing commercial mortgage loans.  The following table sets forth the ratings assigned to KeyBank’s deposits and debt obligations.

 

 

S&P

Fitch

Moody’s

Long-Term Deposits...........................................

N/A

A

Aa3

Short-Term Deposits .........................................

N/A

F1

P-1

Long-Term Debt Obligations............................

A-

A-

A3

Short-Term Debt Obligations............................

A-2

F1

P-2

KeyBank believes that its financial condition will not have any material adverse effect on the performance of its duties under the PSA and, accordingly, will not have any material adverse impact on the performance of the underlying mortgage loan or the performance of the Certificates.

KeyBank has developed policies, procedures and controls for the performance of its master servicing and special servicing obligations in compliance with applicable servicing agreements, servicing standards and the servicing criteria set forth in Item 1122 of Regulation AB.  These policies, procedures and controls include, among other things, procedures to (i) notify borrowers of payment delinquencies and other loan defaults, (ii) work with borrowers to facilitate collections and performance prior to the occurrence of a servicing transfer event, (iii) if a servicing transfer event occurs as a result of a delinquency, loss, bankruptcy or other loan default, transfer the subject loan to the special servicer, and (iv) managing delinquent loans and loans subject to the bankruptcy of the borrowers.

KeyBank’s servicing policies and procedures for the servicing functions it will perform under the PSA are updated periodically to keep pace with the changes in the CMBS industry.  For example, KeyBank has, in response to changes in federal or state law or investor requirements, (i) made changes in its insurance monitoring and risk-management functions as a result of the Terrorism Risk Insurance Act of 2002 and (ii) established a website where investors and mortgage loan borrowers can access information regarding their investments and mortgage loans.  Otherwise, KeyBank’s servicing policies and procedures have been generally consistent for the last three years in all material respects.

As the pooled special servicer, KeyBank is generally responsible for the special servicing functions with respect to certain of the Mortgage Loans and any related REO property.  Additionally, KeyBank may from time to time perform some of its servicing obligations under the PSA through one or more third-party vendors that provide servicing functions such as tracking and reporting of flood zone changes, performing UCC searches, filing UCC financing statements and amendments, appraisals, environmental assessments, property condition assessments, property management, real estate brokerage services and other services necessary in the routine course of acquiring, managing and disposing of any REO property.  KeyBank will, in accordance with its internal procedures and applicable law, monitor and review the performance of any third-party vendors retained by it to perform servicing functions, and KeyBank will remain liable for its servicing obligations under the applicable PSA as if KeyBank had not retained any such vendors.

Under the PSA, generally, all amounts received by KeyBank in connection with any REO Property held by the Issuer are deposited into an REO account.

KeyBank will not have primary responsibility for custody services of original documents evidencing the Mortgage Loans for which it is performing any special servicing.  KeyBank may from time to time have custody of certain of such documents as necessary for enforcement actions involving such Mortgage Loans or otherwise.  To the extent that KeyBank has custody of any such documents for any such servicing purposes, such documents will be maintained in a manner consistent with the applicable servicing standard.

No securitization transaction involving commercial or multifamily mortgage loans in which KeyBank was acting as primary servicer or special servicer has experienced a servicer event of default as a result of any action or inaction of KeyBank as primary servicer or special servicer, as applicable, including as a result of KeyBank’s failure to comply with the applicable servicing criteria in connection with any securitization transaction.  KeyBank has made all advances required to be made by it under its servicing agreements for commercial and multifamily mortgage loans.

From time to time KeyBank is a party to lawsuits and other legal proceedings as part of its duties as a loan servicer and otherwise arising in the ordinary course of its business. KeyBank does not believe that any lawsuits or legal proceedings that are pending at this time would, individually or in the aggregate, have a material adverse effect on its business or its ability to specially service the Mortgage Loans pursuant to the PSA.

 

KeyBank is not aware of any lawsuits or legal proceedings, contemplated or pending, by governmental authorities against KeyBank at this time. 

   

 

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

 

 

(Registrant)

 

 

 Date:  June 22, 2020

 

 

 

 

By:

/s/ Natalie Grainger

 

 

Name:  Natalie Grainger

 

 

 

Title:    Director

 

 

 

 

 

 

 

 

 

 

By:

/s/ Matt Smith

 

 

Name:  Matt Smith

 

 

 

Title:    Director