UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2017
or
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
333-189017-10
(Commission File Number of issuing entity)
0001648439
(Central Index Key Number of issuing entity)
Citigroup Commercial Mortgage Trust 2015-P1
(Exact name of issuing entity as specified in its charter)
333-189017
(Commission File Number of depositor)
0001258361
(Central Index Key Number of depositor)
Citigroup Commercial Mortgage Securities Inc.
(Exact name of depositor as specified in its charter)
Citigroup Global Markets Realty Corp.
(Central Index Key Number: 0001541001)
Principal Commercial Capital
(Central Index Key Number: 0001634437)
Wells Fargo Bank, National Association
(Central Index Key Number: 0000740906)
(Exact name of sponsor as specified in its charter)
47-4829566 | ||
47-4840768 | ||
New York | 47-7237579 | |
(State or other jurisdiction of | (I.R.S. Employer | |
organization of the issuing entity) | Identification No.) |
c/o Citibank, N.A.
388 Greenwich Street, 14th Floor
New York, New York 10013
(Address of principal executive offices of issuing entity)
(212) 816-5614
Registrants telephone number, including area code
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
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
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 ☐ 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 (§ 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 (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants 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, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ 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 registrants 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 registrants 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.
EXPLANATORY NOTES
The purpose of this Amendment No. 1 (the Amendment) to our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as filed with the Securities and Exchange Commission (the Commission) on March 30, 2018 under Commission File No. 333-189017-10 (the Original Form 10-K), is to file with the Commission (i) a report on assessment of compliance with servicing criteria for asset-backed securities signed by Principal Global Investors LLC, as servicing function participant, as Exhibit 33.9 and (ii) a revised servicer compliance statement of Wells Fargo Bank, National Association, as master servicer, covering the reporting period from January 1, 2017 through December 31, 2017 as Exhibit 35.1 as a replacement of the servicer compliance statement filed as Exhibit 35.1 to the Original Form 10-K. No other changes have been made to the Original Form 10-K other than the changes described above. This Amendment No. 1 does not reflect subsequent events occurring after the original filing date of the Original 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 Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Omitted.
Item 6. Selected Financial Data.
Omitted.
Item 7. Managements 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 REQUIRED BY GENERAL INSTRUCTION J(2)
Item 1112(b) of Regulation AB
No mortgage loan in the Pool Assets for Citigroup Commercial Mortgage Trust 2015-P1 constitutes a significant obligor within the meaning of Item 1101(k)(2) of Regulation AB.
Item 1114(b)(2) and Item 1115(b) of Regulation AB
No entity or group of affiliated entities provides any external credit enhancement, uses any derivative instruments or other support for the certificates within this transaction.
Item 1117 of Regulation AB
Disclosure from Citibank, N.A., as Certificate Administrator:
Citibank, N.A. (Citibank) is acting as the Certificate Administrator of this commercial mortgage-backed securities (CMBS) transaction. In the ordinary course of business, Citibank is involved in a number of legal proceedings, including in connection with its role as trustee of certain residential mortgage-backed securities (RMBS) transactions. Certain of these Citibank as trustee-related matters are disclosed herein.
On June 18, 2014, a civil action was filed against Citibank in the Supreme Court of the State of New York by a group of investors in 48 private-label RMBS trusts for which Citibank allegedly serves or did serve as trustee, asserting claims for purported violations of the U.S. Trust Indenture Act of 1939, as amended (the Trust Indenture Act), breach of contract, breach of fiduciary duty and
negligence based on Citibanks alleged failure to perform its duties as trustee for the 48 RMBS trusts. On November 24, 2014, plaintiffs sought leave to withdraw this action. On the same day, a smaller subset of similar plaintiff investors in 27 private-label RMBS trusts for which Citibank allegedly serves or did serve as trustee, filed a new civil action against Citibank in the United States District Court for the Southern District of New York asserting similar claims as the prior action filed in state court. In January 2015, the court closed plaintiffs original state court action. On September 8, 2015, the federal court dismissed all claims as to 24 of the 27 trusts and allowed certain of the claims to proceed as to the other three trusts. Subsequently, plaintiffs voluntarily dismissed all claims with respect to two of the three trusts. On April 7, 2017, Citibank filed a motion for summary judgment. Plaintiffs filed its consolidated opposition brief and cross motion for partial summary judgment on May 22, 2017. Briefing on those motions was completed on August 4, 2017.
On November 24, 2015, the same investors that brought the federal case brought a new civil action in the Supreme Court of the State of New York related to 25 private-label RMBS trusts for which Citibank allegedly serves or did serve as trustee. This case includes the 24 trusts previously dismissed in the federal action, and one additional trust. The investors assert claims for breach of contract, breach of fiduciary duty, breach of duty to avoid conflicts of interest, and violation of New Yorks Streit Act (the Streit Act). Following oral argument on Citibanks motion to dismiss, plaintiffs filed an amended complaint on August 5, 2016. On June 27, 2017, the state court issued a decision, dismissing the event of default claims, mortgage-file-related claims, the fiduciary duty claims, and the conflict of interest claims. The decision sustained certain breach of contract claims including the claim alleging discovery of breaches of representations and warranties, a claim related to robo-signing, and the implied covenant of good faith claim. Citibank appealed the lower courts decision, and on January 16, 2018, the Appellate Division, First Department, dismissed the claims related to robo-signing and the implied covenant of good faith, but allowed plaintiffs claim alleging discovery of breaches of representations and warranties to proceed.
On August 19, 2015, the Federal Deposit Insurance Corporation (FDIC) as receiver for a failed financial institution filed a civil action against Citibank in the Southern District of New York. This action relates to one private-label RMBS trust for which Citibank formerly served as trustee. FDIC asserts claims for breach of contract, violation of the Streit Act, and violation of the Trust Indenture Act. Citibank jointly briefed a motion to dismiss with The Bank of New York Mellon and U.S. Bank, N.A., entities that have also been sued by FDIC in their capacity as trustee, and these cases have all been consolidated in front of Judge Carter. On September 30, 2016, the court granted Citibanks motion to dismiss the complaint without prejudice for lack of subject matter jurisdiction. On October 14, 2016, FDIC filed a motion for reargument or relief from judgment from the courts dismissal order. On July 11, 2017, Judge Carter ruled on the motion for reconsideration regarding his dismissal of the action. He denied reconsideration of his decision on standing, but granted leave to amend the complaint by October 9, 2017. The FDIC subsequently requested an extension of time to file its amended complaint, which was granted. The FDIC filed its amended complaint on December 8, 2017.
There can be no assurances as to the outcome of litigation or the possible impact of litigation on the trustee or the RMBS trusts. However, Citibank denies liability and continues to vigorously defend against these litigations. Furthermore, neither the above-disclosed litigations nor any other pending legal proceeding involving Citibank will materially affect Citibanks ability to perform its duties as Certificate Administrator under the pooling and servicing agreement for this CMBS transaction.
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 (the Trust Indenture Act), breach of contract, breach of fiduciary duty and negligence based on DBNTC and DBTCAs 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 DBTCAs 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 DBTCAs 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. On March 27, 2017, DBNTC and DBTCA filed an answer to the amended complaint. On January 26, 2018, plaintiffs filed a motion for class certification. The parties are currently briefing the motion. 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 DBTCAs demurrer, providing plaintiffs with thirty days leave to amend, and denied DBNTC and DBTCAs 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. On January 17, 2018, Plaintiffs filed a motion for class certification. The parties are currently briefing the motion. Discovery is ongoing.
On September 27, 2017, DBTCA was added as a defendant to a case brought by certain special purpose entities including Phoenix Light SF Limited in the U.S. District Court for the Southern District of New York, in which the plaintiffs previously alleged incorrectly that DBNTC served as trustee for all 43 of the trusts at issue. On September 27, 2017, plaintiffs filed a third amended complaint that names DBTCA as a defendant in addition to DBNTC. DBTCA serves as trustee for one of the 43 trusts at issue. DBNTC serves as trustee for the other 42 trusts at issue. Plaintiffs third amended complaint brings claims for violation of the Trust Indenture Act; breach of contract; breach of fiduciary duty; negligence and gross negligence; violation of the New Yorks Streit Act (the Streit Act); and breach of the covenant of good faith. However, in the third amended complaint, plaintiffs acknowledge that, before DBTCA was added to the case, the court dismissed plaintiffs Trust Indenture Act claims, negligence and gross negligence claims, Streit Act claims, claims for breach of the covenant of good faith, and certain theories of plaintiffs breach of contract claims, and plaintiffs only include these claims to preserve any rights on appeal. Plaintiffs allege damages of hundreds of millions of dollars. On November 13, 2017, DBNTC and DBTCA filed an answer to the third amended complaint. Discovery is ongoing.
On November 30, 2017, DBTCA was added as a defendant to a case brought by Commerzbank AG (Commerzbank) in the U.S. District Court for the Southern District of New York, in which Commerzbank previously alleged incorrectly that DBNTC served as trustee for all 50 of the trusts at issue. On November 30, 2017, Commerzbank filed a second amended complaint that names DBTCA as a defendant in addition to DBNTC. DBTCA serves as trustee for one of the 50 trusts at issue. DBNTC serves as trustee for the other 49 trusts at issue. Commerzbanks second amended complaint brings claims for violation of the Trust Indenture Act; breach of contract; breach of fiduciary duty; negligence; violation of the Streit Act; and breach of the covenant of good faith. However, in the second amended complaint, Commerzbank acknowledges that, before DBTCA was added to the case, the court dismissed Commerzbanks Trust Indenture Act claims for the trusts governed by pooling and servicing agreements, as well as its Streit Act claims and claims for breach of the covenant of good faith, and Commerzbank only includes these claims to preserve any rights on appeal. The second amended complaint alleges that DBNTC and DBTCA caused Commerzbank to suffer hundreds of millions of dollars in losses, but the complaint does not include a demand for money damages in a sum certain. On January 29, 2018, DBNTC and DBTCA filed an answer to the second 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 the 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 DBTCAs motion to dismiss has been briefed and is awaiting decision by the court. On June 20, 2017, the parties filed a stipulation, voluntarily dismissing with prejudice all claims as to four additional trusts. Certain limited discovery is permitted to go forward while the motion to dismiss is pending.
It is DBTCAs belief that it has no pending legal proceedings (including, based on DBTCAs 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.
Disclosure from Wells Fargo Bank, National Association (i) as custodian under the CGCMT 2015-P1 PSA, (ii) as certificate administrator and custodian for the Eden Roc mortgage loan under the COMM 2015-CCRE24 PSA, (iii) as certificate administrator and custodian for the Ascentia MHC Portfolio mortgage loan under the GSMS 2015-GC32 PSA and (iv) as certificate administrator and custodian for the Alderwood Mall mortgage loan under the MSCCG 2015-ALDR TSA:
On June 18, 2014, a group of institutional investors filed a civil complaint in the Supreme Court of the State of New York, New York County, against Wells Fargo Bank, N.A., (Wells Fargo Bank) in its capacity as trustee under 276 residential mortgage backed securities (RMBS) trusts, which was later amended on July 18, 2014, to increase the number of trusts to 284 RMBS trusts. On November 24, 2014, the plaintiffs filed a motion to voluntarily dismiss the state court action without prejudice. That same day, a group of institutional investors filed a putative class action complaint in the United States District Court for the Southern District of New York (the District Court) against Wells Fargo Bank, alleging claims against the bank in its capacity as trustee for 274 RMBS trusts (the Federal Court Complaint). In December 2014, the plaintiffs motion to voluntarily dismiss their original state court action was granted. As with the prior state court action, the Federal Court Complaint is one of six similar complaints filed contemporaneously against RMBS trustees (Deutsche Bank, Citibank, HSBC, Bank of New York Mellon and US Bank) by a group of institutional investor plaintiffs. The Federal Court Complaint against Wells Fargo Bank alleges that the trustee caused losses to investors and asserts causes of action based upon, among other things, the trustees alleged failure to: (i) notify and enforce repurchase obligations of mortgage loan sellers for purported breaches of representations and warranties, (ii) notify investors of alleged events of default, and (iii) abide by appropriate standards of care following alleged events of default. Relief sought includes money damages in an unspecified amount, reimbursement of expenses, and equitable relief. Other cases alleging similar causes of action have been filed against Wells Fargo Bank and other trustees in the District Court by RMBS investors in these and other transactions, and these cases against Wells Fargo Bank are proceeding before the same District Court judge. A similar complaint was also filed May 27, 2016 in New York state court by a different plaintiff investor. On January 19, 2016, an order was entered in connection with the Federal Court Complaint in which the District Court declined to exercise jurisdiction over 261 trusts at issue in the Federal Court Complaint; the District Court also allowed plaintiffs to file amended complaints as to the remaining, non-dismissed trusts, if they so chose, and three amended complaints have been filed. On December 17, 2016, the investor plaintiffs in the 261 trusts dismissed from the Federal Court Complaint filed a new complaint in New York state court (the State Court Complaint). In September 2017, Royal Park Investments SA/NV (Royal Park), one of the plaintiffs in the District Court cases against Wells Fargo Bank, filed a putative class action complaint relating to two trusts seeking declaratory and injunctive relief and money damages based on Wells Fargo Banks indemnification from trust funds for legal fees and expenses Wells Fargo Bank incurs or has incurred in defending the District Court case filed by Royal Park. With respect to the foregoing litigations, Wells Fargo Bank believes plaintiffs claims are without merit and intends to contest the claims vigorously, but there can be no assurances as to the outcome of the litigations or the possible impact of the litigations on Wells Fargo Bank or the RMBS trusts.
Item 1119 of Regulation AB
Provided previously in the prospectus supplement of the Registrant relating to the issuing entity and filed on August 19, 2015 pursuant to Rule 424(b)(5) of the Securities Act of 1933, as amended.
Item 1122 of Regulation AB
The reports on assessment of compliance with servicing criteria for asset-backed securities and related attestation reports are attached hereto under Item 15.
Item 1123 of Regulation AB
The servicer compliance statements are attached hereto under Item 15.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) | List the following documents filed as a part of the report: |
(1) | Not Applicable |
(2) | Not Applicable |
(3) | Exhibits listed below are either included or incorporated by reference as indicated below: |
1 | The Eden Roc mortgage loan, which represented approximately 8.7% of the initial pool balance of the issuing entity, is part of a loan combination comprised of the subject mortgage loan included in the issuing entity and two pari passu companion loans that are held outside the issuing entity. The Eden Roc mortgage loan and the related companion loans are serviced pursuant to the COMM 2015-CCRE24 PSA. |
2 | The Ascentia MHC Portfolio mortgage loan, which represented approximately 4.1% of the initial pool balance of the issuing entity, is part of a loan combination comprised of the subject mortgage loan included in the issuing entity and one pari passu companion loan that is held outside the issuing entity. The Ascentia MHC Portfolio mortgage loan and the related companion loan are serviced pursuant to the GSMS 2015-GC32 PSA. |
3 | The US StorageMart Portfolio mortgage loan, which represented approximately 4.0% of the initial pool balance of the issuing entity, is part of a loan combination comprised of the subject mortgage loan included in the issuing entity, five pari passu companion loans and two subordinate companion loans that are held outside the issuing entity. The US StorageMart Portfolio mortgage loan and the related companion loans are serviced pursuant to the CGBAM 2015-SMRT TSA. |
4 | The Alderwood Mall mortgage loan, which represented approximately 2.2% of the initial pool balance of the issuing entity, is part of a loan combination comprised of the subject mortgage loan included in the issuing entity, five pari passu companion loans and two subordinate companion loans that are held outside the issuing entity. The Alderwood Mall mortgage loan and the related companion loans are serviced pursuant to the MSCCG 2015-ALDR TSA. |
5 | Pursuant to Instruction 3 to Item 1122 of Regulation AB, the reports on assessment of compliance with servicing criteria and attestation reports on assessment of compliance with servicing criteria of (i) CWCapital Asset Management LLC, as special servicer for the Ascentia MHC Portfolio mortgage loan under the GSMS 2015-GC32 PSA, and (ii) KeyBank National Association, as servicer and special servicer for the Alderwood Mall mortgage loan under the MSCCG 2015-ALDR TSA, are not included in this report on Form 10-K/A because each of CWCapital Asset Management LLC and KeyBank National Association performed activities that address the servicing criteria specified in Item 1122(d) of Regulation AB with respect to 5% or less of the pool assets of the issuing entity. |
6 | Prior to May 1, 2017, Principal Global Investors, LLC acted as primary servicer with respect to mortgage loans representing approximately 37.5% of the initial pool balance of the issuing entity pursuant to that certain Sub-Servicing Agreement, dated as of August 1, 2015 (the CGCMT 2015-P1 Sub-Servicing Agreement), between Wells Fargo Bank, National Association, as master servicer, and Principal Global Investors, LLC, as sub-servicer. Effective as of May 1, 2017, Principal Global Investors, LLC assigned all of its rights and obligations under the CGCMT 2015-P1 Sub-Servicing Agreement to its affiliate, Principal Real Estate Investors, LLC, pursuant to an assignment and assumption, dated as of May 1, 2017 (the Assignment and Assumption), as disclosed in the registrants Current Report on Form 8-K dated May 1, 2017, and filed by the registrant on May 5, 2017 under Commission File No. 333-189017-10. The CGCMT 2015-P1 Sub-Servicing Agreement and the Assignment and Assumption are attached hereto as Exhibits 10.4 and 10.5, respectively. |
7 | On and after May 1, 2017, Principal Real Estate Investors, LLC is acting as primary servicer with respect to mortgage loans representing approximately 37.5% of the initial pool balance of the issuing entity pursuant to the CGCMT 2015-P1 Sub-Servicing Agreement and the Assignment and Assumption. |
8 | This annual report on Form 10-K/A does not include the servicer compliance statements of (i) Berkadia Commercial Mortgage LLC, as servicing function participant, (ii) Berkeley Point Capital LLC, as servicing function participant for the Eden Roc mortgage loan under the COMM 2015-CCRE24 PSA, (iii) CWCapital Asset Management LLC, as special servicer for the Ascentia MHC Portfolio mortgage loan under the GSMS 2015-GC32 PSA, and (iv) KeyBank National Association, as servicer and special servicer for the Alderwood Mall mortgage loan under the MSCCG 2015-ALDR TSA, because each of Berkadia Commercial Mortgage LLC, Berkeley Point Capital LLC, CWCapital Asset Management LLC and KeyBank National Association is an unaffiliated party that services less than 10% of the pool assets of the issuing entity, and therefore is not a servicer that meets the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB. |
(b) | The exhibits required to be filed by Registrant pursuant to Item 601of Regulation S-K are listed above. |
(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.
Date: June 21, 2018
Citigroup Commercial Mortgage Securities Inc.
(Depositor)
/s/ Richard Simpson |
Richard Simpson, President |
Exhibit 31
Certifications
I, Richard Simpson, certify that:
1. I have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of Citigroup Commercial Mortgage Trust 2015-P1 (the Exchange Act periodic reports);
2. Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;
4. Based on my knowledge and the servicer compliance statement(s) required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the servicing agreements in all material respects; and
5. All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.
In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: Wells Fargo Bank, National Association; LNR Partners, LLC; Park Bridge Lender Services LLC; CoreLogic Commercial Real Estate Services, Inc.; National Tax Search, LLC; Berkadia Commercial Mortgage LLC; Principal Global Investors, LLC; Principal Real Estate Investors, LLC; Berkeley Point Capital LLC; and Midland Loan Services, a Division of PNC Bank, National Association.
Date: June 21, 2018
/s/ Richard Simpson
Richard Simpson
President, Citigroup Commercial Mortgage Securities Inc.
(senior officer in charge of securitization of the depositor)
Exhibit 33.9
MANAGEMENTS ASSESSMENT OF
COMPLIANCE WITH REGULATION AB CRITERIA
Principal Real Estate Investors, LLC and Principal Global Investors, LLC, (the Assessing Parties) are responsible for assessing compliance for the transactions listed on Attachment A for the period January 1, 2017 through December 31, 2017, (the Reporting Period) with the servicing criteria set forth in Title 17, Section 229.1122(d) of the Code of Federal Regulations (the CFR), except for the criteria set forth in Sections 229.1122(d)(1)(ii)-(iii), 229.1122(d)(3)(i) (iv), 229.1122(d)(4)(ix), and 229.1122(d)(4)(xv), in the CFR, which the Assessing Parties have concluded are not applicable to the servicing of the transactions listed on Attachment A, backed by commercial mortgage loans and primarily serviced by the Assessing Parties (the Applicable Servicing Criteria).
The Assessing Parties have assessed compliance with the Applicable Servicing Criteria for the Reporting Period and have concluded that the Assessing Parties have complied, in all material respects, with the Applicable Servicing Criteria for the transactions listed on Attachment A backed by commercial mortgages primarily serviced by the Assessing Parties.
With respect to servicing criteria 1122(d)(1)(i) and 1122(d)(4)(i) (the Criteria), the Assessing Parties have engaged various vendors to perform certain activities required by this Criteria. The Assessing Parties have determined that none of these vendors are considered a servicer as defined in Item 1101(j) of Regulation AB, and the Assessing Parties have elected to take responsibility for assessing compliance with the servicing criteria applicable to each vendor as permitted by Regulation AB Compliance and Disclosure Interpretations of the Division of Corporation Finance, Section 200.06, Vendors Engaged by Servicers (C&DI 200.06). The Assessing Parties have assessed that it has policies and procedures in place designed to provide reasonable assurance that the vendors activities comply in all material respects with the servicing criteria applicable to each vendor. The Assessing Parties are solely responsible for determining that it meets the SEC requirements to apply C&DI 200.06 for the vendors and related criterion as described herein.
Ernst & Young LLP, an independent registered public accounting firm, has issued an attestation report on the assessment of compliance with the Applicable Servicing Criteria for the Reporting Period as set forth in this assessment.
By:
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| |
Steven Johnson | ||
Managing Director | ||
Principal Global Investors, LLC | ||
Date: | February 16, 2018 |
Attachment A
Commercial Mortgage Pass-Through Certificates
Wells Fargo Bank, National Association, as Master Servicer | ||||
Series 2001-Top2 dated May 1, 2001 | Series 2000-PRIN dated September 1, 2000 | Series 2001-Top3 dated July 1, 2001 | ||
Series 2002-Top8 dated October 1, 2002 | Series 2002-Top6 dated March 1, 2002 | Series 2003-Top10 dated April 1, 2003 | ||
Series 2003-Top11 dated August 1, 2003 | Series 2003-Top9 dated February 1, 2003 | Series 2004-Top13 dated February 1, 2004 | ||
Series 2004-Top14 dated April 1, 2004 | Series 2003-Top12 dated October 1, 2003 | Series 2004-IQ8 dated August 1, 2004 | ||
Series 2004-Top16 dated November 1, 2004 | Series 2004-Top15 dated July 1, 2004 | Series 2005-Top19 dated July 1, 2005 | ||
Series 2005-Top18 dated April 1, 2005 | Series 2005-Top17 dated January 1, 2005 | Series 2005 HQ7 dated November 1, 2005 | ||
Series 2005 PWR10 dated December 1, 2005 | Series 2005-Top20 dated October 1, 2005 | Series 2006-Top23 dated August 1, 2006 | ||
Series 2006-Top22 dated April 1, 2006 | Series 2006-Top21 dated January 1, 2006 | Series 2006-Top24 dated October 1, 2006 | ||
Series 2006-HQ9 dated August 1, 2006 | Series 2006 PWR13 dated September 1, 2006 | Series 2007 PWR15 dated March 29, 2007 | ||
Series 2006 PWR14 dated December 1, 2006 | Series 2007 Top25 dated January 30, 2007 | Series 2007 Top27 dated July 30, 2007 | ||
Series 2007 Top26 dated April 18, 2007 | Series 2007 PWR16 dated June 27, 2007 | Series 2007 PWR18 dated December 27, 2007 | ||
Series 2007 PWR17 dated September 27, 2007 | Series 2007 Top28 dated October 25, 2007 | Series 2011 C-3 dated June 1, 2011 | ||
Series 2008 Top 29 dated February 29, 2008 | Series 2011 C-2 dated March 1, 2011 | Series 2012 C-8 dated August 1, 2012 | ||
Series 2011 C-4 dated August 1, 2011 | Series 2011 C-5 dated November 1, 2011 | Series 2013 C11 dated February 1, 2013 | ||
Series 2012 C-9 dated October 1, 2012 | Series 2012 C10 dated December 1, 2012 | Series 2014 C19 dated March 1, 2014 | ||
Series 2013 C13 dated May 1, 2013 | Series 2013 C17 dated November 1, 2013 | Series 2015 P1 dated August 1, 2015 | ||
Series 2014 LC14 dated February 1, 2014 | Series 2014 LC16 dated June 1, 2014 | Series 2016 P3 dated April 1, 2016 | ||
Series 2014 C21 dated August 1, 2014 | Series 2015 C27 dated March 1, 2015 | Series 2016 P4 dated July 1, 2016 | ||
Series 2015 P2 dated December 1, 2015 | Series 2017 P7 dated April 1, 2017 | Series 2017 P8 dated September 1, 2017 | ||
Series 2017 CD6 dated November 1, 2017 |
Berkadia Commercial Mortgage LLC, as Master Servicer | ||||
Series 2007 IQ-15 dated 8/23/2007 | Series 2007 HQ-11 dated 2/28/2007 | Series 2007 IQ-14 dated 5/30/2007 | ||
Series 2007 IQ-16 dated 11/27/2007 | Series 2002 IQ -3 dated 12/01/2002 |
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer | ||||
Series 2016 P5 dated October 1, 2016 | Series2016 P6 dated December 1, 2016 |
Exhibit 35.1
Commercial Mortgage Servicing | ||
D1050-084, 8th Floor 401 South Tryon Street | ||
Charlotte, NC 28202 1-800-326-1334 |
ANNUAL STATEMENT OF COMPLIANCE
Reference is hereby made to that certain Pooling and Servicing Agreement dated as of August 1, 2015, by and among CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC, as Depositor, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Master Servicer, LNR PARTNERS, LLC, as Special Servicer, PARK BRIDGE LENDER SERVICES LLC, as Operating Advisor, CITIBANK, N.A., as Certificate Administrator and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee , and WELLS FARGO BANK, NATIONAL ASSOCIATION as Custodian with respect to Commercial Mortgage Pass-Through Certificates, Series 2015-P1 (the Agreement). Capitalized terms used herein not otherwise defined shall have the meanings assigned in the Agreement.
Pursuant to Section 10.08 of this Agreement, I, Daniel Bober, Executive Vice President of Commercial Mortgage Services do hereby certify that:
1. | A review of the activities of the Master Servicer during the period from January 1, 2017 through December 31, 2017 (the Reporting Period), and of its performance per the Agreement during such period has been made under my supervision, and |
2. | To the best of my knowledge, based on such review, the Master Servicer, has fulfilled all of its obligations under the Agreement in all material respects throughout the Reporting Period. |
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the 28th day of February 2018.
|
Daniel Bober |
Executive Vice President |
Wells Fargo Bank |
Wells Fargo Bank, N.A. |
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