JP Morgan Chase Commercial Mortgage Securities
Filed: 31 Jul 14, 12:00am
| July 31, 2014 |
Ms. Katherine Hsu Office Chief U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 |
| Form 10-K for the Fiscal Year Ended December 31, 2013 |
| Filed March 28, 2014 |
| JPMBB Commercial Mortgage Securities Trust 2013-C12 |
| Form 10-K for the Fiscal Year Ended December 31, 2013 |
| Filed March 31, 2014 |
| File Nos. 333-165147-07 and -08 |
Dear Ms. Hsu:
We are counsel to J.P. Morgan Chase Commercial Mortgage Securities Corp. (“JPMCC”) in connection with your letter dated July 14, 2014 (the “Comment Letter”), transmitting comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to the above-captioned Form 10-Ks (collectively, the “Filings”). We have reviewed the Comment Letter and the Filings, and we have discussed the comments contained in the Comment Letter with various representatives of JPMCC.
For your convenience, the Staff’s comments are repeated in italics below, followed by the responses of JPMCC.
J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-LC11 Form 10-K for the Fiscal Year Ended December 31, 2013
Item 1122 of Regulation AB
| 1. | We note your disclosure regarding the material instance of noncompliance in the assessment provided by CWCapital Asset Management LLC relating to “certain securitization transactions,” involving misappropriation of an aggregate amount of $6,000,000. With a view to disclosure, please tell us the number of transactions that were impacted and whether there were certain transactions that were impacted disproportionately. |
We conveyed this comment to CWCapital Asset Management LLC, whose response is attached hereto as Exhibit A.
JPMBB Commercial Mortgage Securities Trust 2013-C12 Form 10-K for the Fiscal Year Ended December 31, 2013
Item 1122 of Regulation AB
| 2. | We note that the management of KeyBank National Association has identified the following material instances of noncompliance with applicable servicing criteria: (i) two loans did not have appropriate UCC filings originally filed or continued and (ii) escrow funds were not returned to the obligor within 30 calendar days of repayment. Please tell us whether the identified instances of noncompliance involved the transaction covered by this Form 10-K. |
We conveyed this comment to KeyBank National Association, who informed us that the above-referenced material instances of noncompliance with applicable servicing criteria do not involve the transaction covered by this Form 10-K.
* * *
In responding to the Staff’s comments with respect to the Filings, JPMCC has authorized us to acknowledge on their behalf, and we hereby acknowledge, that:
| · | JPMCC is responsible for the adequacy and accuracy of the disclosure in the Filings; |
2
| · | Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Filings; and |
| · | JPMCC may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Please contact me with any questions you have regarding the foregoing.
| Very truly yours, | |||
| /s/ Michael S. Gambro | |||
| Michael S. Gambro | |||
| cc: | Michelle Stasny, Esq. |
| Brian Baker |
| Bianca A. Russo, Esq. |
3
Exhibit A
July 29, 2014
VIA ELECTRONIC DELIVERY (brian.j.baker@jpmorgan.com)
Brian Baker
J.P. Morgan Chase Commercial Mortgage Securities Corp.
c/o Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, MD 21045
| RE: | J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-LC11 Form 10-K for the Fiscal Year Ended December 31, 2013, filed March 28, 2014 Response to SEC inquiry dated July 14, 2014 regarding Assessment provided by CWCapital Asset Management LLC |
Dear Mr. Baker:
In its letter dated July 14, 2014, the SEC indicated that they reviewed the Form 10-K for the Fiscal Year Ended December 31, 2013 filed by J.P. Morgan Chase Commercial Mortgage Securities Corp. for J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-LC11 and, relative to CWCapital Asset Management LLC, had the following comment and questions:
SEC Comment/Questions:
Item 1122 of Regulation AB
1. We note your disclosure regarding the material instance of noncompliance in the assessment provided by CWCapital Asset Management LLC relating to "certain securitization transactions," involving misappropriation of an aggregate amount of $6,000,000. With a view to disclosure, please tell us the number of transactions that were impacted and whether there were certain transactions that were impacted disproportionately.
Response from CWCapital Asset Management LLC ("CWCAM"):
There were thirty-one (31) transactions affected by the misappropriation, all of which were made whole by CWCAM. Given the net impact of zero to each of the trusts, CWCAM does not consider any of the trusts to have been impacted disproportionately. With a view to disclosure, CWCAM is providing the below table which details an individual listing of the thirty-one (31) transactions, along with the amounts of the misappropriation.
7501 Wisconsin Avenue, Suite 500 West, Bethesda, MD 20814
www.cwcapital.com
Letter to Brian Baker
July 29, 2014
Page 2
Transaction | Amount of Misappropriation | Amount returned by CWCAM | Net impact to trusts | Approximate Scheduled Balance of Pool December 2013 |
| ASC 1995 D-1 | 133,617 | 133,617 | $0.00 | 16,674,851 |
| BACM 2006-3 | 103.667 | 103,667 | $0.00 | 1,597,709,266 |
| BACM 2007-1 | 26,508 | 26,508 | $0.00 | 2,132,264,169 |
| CD 2007-CD4 | 436,583 | 436,583 | $0.00 | 5,070,449,955 |
| COBALT 2007-C3 | 45,837 | 45,837 | $0.00 | 1,650,715,235 |
| COMM 2004-LNB4 | 566,454 | 566,454 | $0.00 | 661,660,125 |
| COMM 2005-LP5 | 288,200 | 288,200 | $0.00 | 828,504,985 |
| CSFB 2006-K1 | 64,716 | 64,716 | $0.00 | 153,093,184 |
| DLJ 1999-CG2 | 43,184 | 43,184 | $0.00 | 31,301,629 |
| DLJ 2000 CF-1 | 80,447 | 80,447 | $0.00 | 13,037,053 |
| FULB 1997-C1 | 13,491 | 13,491 | $0.00 | 11,732,322 |
| FUNB 1999 C4 | 969,778 | 969,778 | $0.00 | 26,875,586 |
| JPMC 2005-LDP3 | 48,232 | 48,232 | $0.00 | 1,215,178,650 |
| JPMC 2005-LDP5 | 2,338 | 2,338 | $0.00 | 3,600,228,744 |
| JPMC 2006-CIBC17 | 138,647 | 138,647 | $0.00 | 2,299,912,410 |
| JPMC 2007-LDP11 | 72,234 | 72,234 | $0.00 | 4,404,973,649 |
| JPMCC 2008-C2 | 219,795 | 219,795 | $0.00 | 770,791,155 |
| JPMCCMSC 2004-LN2 | 148,200 | 148,200 | $0.00 | 767,923,657 |
| LBCMT 1999-C1 | 213,400 | 213,400 | $0.00 | 49,162,624 |
| LBUBS 2006-C4 | 51,837 | 51,837 | $0.00 | 1,644,418,757 |
| LBUBS 2006-C7 | 322,012 | 322,012 | $0.00 | 2,296,256,935 |
| MLCFC 2006-2 | 409,498 | 409,498 | $0.00 | 1,565,449,317 |
| MLCFC 2007-5 | 376,197 | 376,197 | $0.00 | 3,878,928,128 |
| MLMT 2006-C1 | 38,656 | 38,656 | $0.00 | 1,933,578,848 |
| MSCI 2005-HQ6 | 338,902 | 338,902 | $0.00 | 2,072,043,159 |
| SBMS 2001-C1 | 4,500 | 4,500 | $0.00 | 8,679,249 |
| WBCMT 2003-C9 | 3,864 | 3,864 | $0.00 | 312,986,501 |
| WBCMT 2005-C20 | 25,767 | 25,767 | $0.00 | 2,050,619,063 |
| WBCMT 2005-C22 | 321,171 | 321,171 | $0.00 | 2,003,884,936 |
| WBCMT 2006-C25 | 82,428 | 82,428 | $0.00 | 2,380,083,580 |
| WBCMT 2006-C28 | 30,003 | 30,003 | $0.00 | 2,870,350,576 |
| Totals: | 5,620,163 | 5,620,163 | $0.00 | |
| Amount of misappropriation | Amount returned by CWCAM | Net impact to trusts |
701 13th Street, NW, Suite 1000, Washington, DC 20005
www.cwcapital.com
Letter to Brian Baker
July 29, 2014
Page 3
Should you have any questions regarding the above, please do not hesitate to contact me. I can be reached directly at 202-715-9511 or via email at kolin@cwcapital.com.
Best regards,
CWCapital Asset Management LLC
/s/ Kathleen Olin
Kathleen Olin
Senior Vice President
cc: Bianca Russo, Esq. (via email, russo_bianca@jpmorgan.com)
Managing Director & Associate General Counsel
Legal, Securitized Products
J.P. Morgan
383 Madison Avenue, 32nd Floor
New York, NY 10179
Michael S. Gambro (via email, Michael.gambro@cwt.com)
Co-Chair, Capital Markets
Cadwalader, Wickersham & Taft LLP
200 Liberty Street
New York, NY 10281
Daniel T. Ward (via email dward@cwcapital.com)
General Counsel
CWCapital Asset Management LLC
701 13th Street, NW, Suite 1000, Washington, DC 20005
www.cwcapital.com