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
September 21, 2018
Date of Report (Date of earliest event reported):
Commission File Number of issuing entity: 333-177891-01
Central Index Key Number of issuing entity: 0001550120
WFRBS Commercial Mortgage Trust 2012-C7
(Exact name of issuing entity as specified in its charter)
Commission File Number of depositor: 333-177891
Central Index Key Number of depositor: 0001112998
RBS Commercial Funding Inc.
(Exact name of depositor as specified in its charter)
Central Index Key Number of sponsor (if applicable): 0000729153
NatWest Markets Plc (formerly known as The Royal Bank of Scotland plc)
(Exact name of sponsor as specified in its charter)
Central Index Key Number of sponsor (if applicable): 0001541615
RBS Financial Products Inc.
(Exact name of sponsor as specified in its charter)
Central Index Key Number of sponsor (if applicable): 0000740906
Wells Fargo Bank, National Association
(Exact name of sponsor as specified in its charter)
Central Index Key Number of sponsor (if applicable): 0001542105
Basis Real Estate Capital II, LLC
(Exact name of sponsor as specified in its charter)
Central Index Key Number of sponsor (if applicable): 0001555501
Liberty Island Group I LLC
(Exact name of sponsor as specified in its charter)
Central Index Key Number of sponsor (if applicable): 0001541214
C-III Commercial Mortgage LLC
(Exact name of sponsor as specified in its charter)
Brian Geldert (203) 897-6021
(Name and telephone number, including area code, of the person to contact in connection with this filing)
New York
(State or other jurisdiction of incorporation or organization of the issuing entity)
38-3880053
38-3880054
38-3880055
38-7047663
(I.R.S. Employer Identification No.)
c/o Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, MD 21045
(Address of principal executive offices of the issuing entity) (Zip Code)
(410) 884-2000
(Telephone number, including area code)
Not Applicable
(Former name, former address, if changed since last report)
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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17 CFR 240.13e-4(c))
Section 6 - Asset-Backed Securities
Item 6.02 – Change of Servicer or Trustee.
As of September 21, 2018, KeyBank National Association (“KeyBank”) replaced Torchlight Loan Services, LLC as Special Servicer and assumed all of the duties, responsibilities, and liabilities of the Special Servicer under the Pooling and Servicing Agreement.
KeyBank is a wholly-owned subsidiary of KeyCorp. KeyBank maintains a servicing office at 11501 Outlook Street, Suite 300, Overland Park, Kansas 66211.
KeyBank has been engaged in the servicing of commercial mortgage loans since 1995 and commercial mortgage loans originated for securitization since 1998. The following table sets forth information about KeyBank’s portfolio of master or primary serviced commercial mortgage loans as of the dates indicated.
Loans | 12/31/15 | 12/31/16 | 12/31/2017 | 6/30/2018 |
By Approximate Number................................................ | 16,876 | 17,866 | 16,654 | 17,327 |
By Approximate Aggregate Principal Balance | $185.2 | $189.3 | $197.6 | $212.0 |
Within this servicing portfolio are, as of June 30, 2018, approximately 8,975 loans with a total principal balance of approximately $160.8 billion that are included in approximately 586 commercial mortgage backed securitization transactions.
KeyBank’s servicing portfolio includes mortgage loans secured by multifamily, office, retail, hospitality and other types of income producing properties that are located throughout the United States. KeyBank also services newly originated commercial mortgage loans and mortgage loans acquired in the secondary market for issuers of commercial and multifamily mortgage backed securities, financial institutions and a variety of investors and other third parties. Based on the aggregate outstanding principal balance of loans being serviced as of June 30, 2018, the Mortgage Bankers Association of America ranked KeyBank the third largest commercial mortgage loan servicer for loans related to commercial mortgage backed securities in terms of total master and primary servicing volume.
KeyBank has been a special servicer of commercial mortgage loans and commercial real estate assets included in commercial mortgage backed securities transactions since 1998. As of June 30, 2018, KeyBank was named as special servicer with respect to commercial mortgage loans in 190 commercial mortgage backed securities transactions totaling approximately $79.5 billion in aggregate outstanding principal balance and was special servicing a portfolio that included approximately 46 commercial mortgage loans with an aggregate outstanding principal balance of approximately $349.7 million, 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 commercial mortgage backed securities transactions in the United States.
CMBS (US) | 12/31/2015 | 12/31/2016 | 12/31/2017 | 6/30/2018 |
By Approximate Number of | 108 | 132 | 177 | 190 |
By Approximate Aggregate Principal | $52.8 | $60.5 | $71 | $79.5 |
KeyBank has resolved over $15.3 billion of U.S. commercial mortgage loans over the past ten years, $1.32 billion of U.S. commercial mortgage loans during 2008, $1.74 billion of U.S. commercial mortgage loans during 2009, $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 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 and $225 million of U.S. commercial mortgage loans during 2017.
KeyBank is approved as the master servicer, primary servicer and special servicer for commercial mortgage backed securities rated by Moody’s Investors Service, Inc. (“Moody’s”), S&P Global Ratings, a Standard & Poor’s Financial Services LLC business (“S&P”), Fitch Inc. (“Fitch”) and Morningstar Credit Ratings, LLC (“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, “CPS2+” as a primary servicer and “CSS1 ” as a special servicer. Morningstar has assigned to KeyBank the rankings of “MOR CS1” as master servicer, “MOR CS1” as primary servicer and “MOR CS1” as a special servicer. S&P’s, Fitch’s, and 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 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 debt obligations and deposits.
| S&P | Fitch | Moody’s |
Long‑Term Debt Obligations.. | A‑ | A‑ | A3 |
Short‑Term Debt Obligations. | A‑2 | F1 | P‑2 |
Long‑Term Deposits................ | N/A | A | Aa3 |
Short‑Term Deposits................ | N/A | F1 | P‑1 |
KeyBank believes that its financial condition will not have any material adverse effect on the performance of its duties under the Pooling and Servicing Agreement and, accordingly, will not have any material adverse impact on the performance of the Mortgage Loans or the performance of the Certificates.
KeyBank has developed policies, procedures and controls for the performance of its master and special servicing obligations in compliance with applicable servicing agreements, servicing standards and the servicing criteria set forth in Item 1122 of Regulation AB under the Securities Act of 1933, as amended. 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 special servicing and (iv) manage delinquent loans and loans subject to the bankruptcy of the borrower.
KeyBank’s servicing policies and procedures for the servicing functions it will perform under the Pooling and Servicing Agreement for assets of the same type included in this transaction 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, as amended 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 Special Servicer, KeyBank is generally responsible for the special servicing functions with respect to the Serviced Mortgage Loans and any REO Property. KeyBank may from time to time perform some of its servicing obligations under the Pooling and Servicing Agreement 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 properties. 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 Pooling and Servicing Agreement as if KeyBank had not retained any such vendors.
KeyBank will not have primary responsibility for custody services of original documents evidencing the underlying Mortgage Loans. KeyBank may from time to time have custody of certain of such documents as necessary for enforcement actions involving particular underlying 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 Servicing Standard.
No securitization transaction involving commercial or multifamily mortgage loans in which KeyBank was acting as master servicer, primary servicer or special servicer has experienced a servicer event of default as a result of any action or inaction of KeyBank as master servicer, primary servicer or special servicer 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 service the Mortgage Loans pursuant to the Pooling and Servicing Agreement.
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.
RBS Commercial Funding Inc.
(Depositor)
/s/ Brian Halligan
Brian Halligan, President
Date: September 27, 2018
