10-K 1 jpc12lc9_10k-2013.txt 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: 333-165147-05 J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-LC9 (exact name of issuing entity as specified in its charter) J.P. Morgan Chase Commercial Mortgage Securities Corp. (exact name of the depositor as specified in its charter) JPMorgan Chase Bank, National Association Ladder Capital Finance LLC (exact names of the sponsors as specified in their charters) New York 38-3895993 (State or other jurisdiction of 38-3895994 incorporation or organization) 38-7064544 (I.R.S. Employer Identification No.) c/o Wells Fargo Bank, N.A. 9062 Old Annapolis Road Columbia, MD 21045 (Address of principal executive (Zip Code) offices) Registrant's telephone number, including area code: (212) 272-6858 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. EXPLANATORY NOTE The West County Center Mortgage Loan, which constituted approximately 12.1% 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 West County Center Mortgage Loan and one other pari passu loan, which is not an asset of the issuing entity. This loan combination, including the West County Center 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. 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 West County Center Mortgage Loan (Loan #1 on Annex A-1 to the Prospectus Supplement of the registrant relating to the issuing entity filed on December 18, 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 $22,394,337.74 for the twelve-month period ended December 31, 2013. 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 proceedings involving the Trust and all parties related to such Trust, other than routine litigation incidental to the duties of those respective parties. 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 December 18, 2012 pursuant to Rule 424(b)(5). 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. Attached as Exhibit AA 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 criterion 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 December 1, 2012, among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator and as trustee, and Pentalpha Surveillance LLC, as senior trust advisor (filed as Exhibit 4.1 to the registrant's Current Report on Form 8-K, filed on December 21, 2012 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 Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer for the West County Center Mortgage Loan (see Exhibit 33.2) 33.2 Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer 33.3 Pentalpha Surveillance LLC, as Senior Trust Advisor 33.4 Pentalpha Surveillance LLC, as Senior Trust Advisor for the West County Center Mortgage Loan (see Exhibit 33.3) 33.5 Rialto Capital Advisors, as Special Servicer 33.6 Rialto Capital Advisors, as Special Servicer for the West County Center Mortgage Loan (see Exhibit 33.5) 33.7 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator 33.8 Wells Fargo Bank, National Association, as Custodian 33.9 Wells Fargo Bank, National Association, as Custodian for the West County Center Mortgage Loan (see Exhibit 33.8) 33.10 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator for the West County Center Mortgage Loan (see Exhibit 33.7)
(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 Primary Servicer for the West County Center Mortgage Loan (see Exhibit 34.2) 34.2 Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer 34.3 Pentalpha Surveillance LLC, as Senior Trust Advisor 34.4 Pentalpha Surveillance LLC, as Senior Trust Advisor for the West County Center Mortgage Loan (see Exhibit 34.3) 34.5 Rialto Capital Advisors, as Special Servicer 34.6 Rialto Capital Advisors, as Special Servicer for the West County Center Mortgage Loan (see Exhibit 34.5) 34.7 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator 34.8 Wells Fargo Bank, National Association, as Custodian 34.9 Wells Fargo Bank, National Association, as Custodian for the West County Center Mortgage Loan (see Exhibit 34.8) 34.10 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator for the West County Center Mortgage Loan (see Exhibit 34.7)
(35) Servicer compliance statement. 35.1 Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer for the West County Center Mortgage Loan (see Exhibit 35.2) 35.2 Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer 35.3 Rialto Capital Advisors, as Special Servicer 35.4 Rialto Capital Advisors, as Special Servicer for the West County Center Mortgage Loan (see Exhibit 35.3) 35.5 Wells Fargo Bank, National Association, as Certificate Administrator 35.6 Wells Fargo Bank, National Association, as Certificate Administrator for the West County Center Mortgage Loan (see Exhibit 35.5)
(99.1) Mortgage Loan Purchase Agreement, dated as of December 21, 2012, between JPMorgan Chase Bank, National Association and J.P. Morgan Chase Commercial Mortgage Securities Corp., relating to the mortgage loans sold to the depositor by JPMorgan Chase Bank, National Association (filed as Exhibit 99.1 to Form 8-K filed on December 21, 2012 and incorporated by reference herein) (99.2) Mortgage Loan Purchase Agreement, dated as of December 21, 2012, among Ladder Capital Finance LLC, Ladder Capital Finance Holdings LLLP and J.P. Morgan Chase Commercial Mortgage Securities Corp., relating to the mortgage loans sold to the depositor by Ladder Capital Finance LLC (filed as Exhibit 99.2 to Form 8-K filed on December 21, 2012 and incorporated by reference herein) (b) See Item 15(a) above. (c) Omitted. 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. J.P. Morgan Chase Commercial Mortgage Securities Corp. (Depositor) /s/ Brian Baker Brian Baker, President and Chief Executive Officer (senior officer in charge of securitization of the depositor) Date: March 28, 2014 Exhibit Index Exhibit No. (4) Pooling and Servicing Agreement, dated as of December 1, 2012, among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator and as trustee, and Pentalpha Surveillance LLC, as senior trust advisor (filed as Exhibit 4.1 to the registrant's Current Report on Form 8-K, filed on December 21, 2012 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 Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer for the West County Center Mortgage Loan (see Exhibit 33.2) 33.2 Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer 33.3 Pentalpha Surveillance LLC, as Senior Trust Advisor 33.4 Pentalpha Surveillance LLC, as Senior Trust Advisor for the West County Center Mortgage Loan (see Exhibit 33.3) 33.5 Rialto Capital Advisors, as Special Servicer 33.6 Rialto Capital Advisors, as Special Servicer for the West County Center Mortgage Loan (see Exhibit 33.5) 33.7 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator 33.8 Wells Fargo Bank, National Association, as Custodian 33.9 Wells Fargo Bank, National Association, as Custodian for the West County Center Mortgage Loan (see Exhibit 33.8) 33.10 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator for the West County Center Mortgage Loan (see Exhibit 33.7)
(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 Primary Servicer for the West County Center Mortgage Loan (see Exhibit 34.2) 34.2 Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer 34.3 Pentalpha Surveillance LLC, as Senior Trust Advisor 34.4 Pentalpha Surveillance LLC, as Senior Trust Advisor for the West County Center Mortgage Loan (see Exhibit 34.3) 34.5 Rialto Capital Advisors, as Special Servicer 34.6 Rialto Capital Advisors, as Special Servicer for the West County Center Mortgage Loan (see Exhibit 34.5) 34.7 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator 34.8 Wells Fargo Bank, National Association, as Custodian 34.9 Wells Fargo Bank, National Association, as Custodian for the West County Center Mortgage Loan (see Exhibit 34.8) 34.10 Wells Fargo Bank, National Association, as Trustee and Certificate Administrator for the West County Center Mortgage Loan (see Exhibit 34.7)
(35) Servicer compliance statement. 35.1 Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer for the West County Center Mortgage Loan (see Exhibit 35.2) 35.2 Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer 35.3 Rialto Capital Advisors, as Special Servicer 35.4 Rialto Capital Advisors, as Special Servicer for the West County Center Mortgage Loan (see Exhibit 35.3) 35.5 Wells Fargo Bank, National Association, as Certificate Administrator 35.6 Wells Fargo Bank, National Association, as Certificate Administrator for the West County Center Mortgage Loan (see Exhibit 35.5)
(99.1) Mortgage Loan Purchase Agreement, dated as of December 21, 2012, between JPMorgan Chase Bank, National Association and J.P. Morgan Chase Commercial Mortgage Securities Corp., relating to the mortgage loans sold to the depositor by JPMorgan Chase Bank, National Association (filed as Exhibit 99.1 to Form 8-K filed on December 21, 2012 and incorporated by reference herein) (99.2) Mortgage Loan Purchase Agreement, dated as of December 21, 2012, among Ladder Capital Finance LLC, Ladder Capital Finance Holdings LLLP and J.P. Morgan Chase Commercial Mortgage Securities Corp., relating to the mortgage loans sold to the depositor by Ladder Capital Finance LLC (filed as Exhibit 99.2 to Form 8-K filed on December 21, 2012 and incorporated by reference herein)