UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(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, 2021
or
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
333-228597-01
(Commission File Number of issuing entity)
0001781089
(Central Index Key Number of issuing entity)
Benchmark 2019-B12 Mortgage Trust
(Exact name of issuing entity as specified in its charter)
333-228597
(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)
Citi Real Estate Funding Inc.
(Central Index Key Number: 0001701238)
German American Capital Corporation
(Central Index Key Number: 0001541294)
JPMorgan Chase Bank, National Association
(Central Index Key Number: 0000835271)
(Exact name of sponsor as specified in its charter)
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| 84-2896431 |
New York |
| 84-2867672 |
(State or other jurisdiction of incorporation or organization of the issuing entity) |
| (I.R.S. Employer 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
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which |
None |
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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.
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 every Interactive Data File required to be submitted 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 such files).
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 |
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| Accelerated filer |
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Non-accelerated filer |
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| Smaller reporting company |
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| Emerging growth company |
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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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
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 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
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. [Reserved]
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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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 Accountant 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 Benchmark 2019-B12 Mortgage Trust 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.
Disclosure from Wells Fargo Bank, National Association (“Wells Fargo Bank”), (i) as custodian under the Hudson Yards 2019-30HY TSA pursuant to which the 30 Hudson Yards mortgage loan is serviced, (ii) as trustee and custodian under the JPMCC 2019-OSB TSA pursuant to which the Osborn Triangle mortgage loan is serviced, (iii) as trustee and custodian under the NCMS 2019-10K TSA pursuant to which the 10000 Santa Monica Boulevard mortgage loan is serviced, (iv) as trustee and custodian under the Benchmark 2019-B10 PSA pursuant to which the 3 Columbus Circle mortgage loan is serviced, (v) as trustee and custodian under the GSMS 2019-GC40 PSA pursuant to which the 250 Livingston mortgage loan and the Waterfront Plaza mortgage loan are serviced, (vi) the MSC 2019-H7 PSA pursuant to which the Grand Canal Shoppes mortgage loan is serviced, (vii) as trustee and custodian under the JPMCC 2019-COR5 PSA pursuant to which the Vie Portfolio mortgage loan is serviced, (viii) as trustee and custodian under the JPMCC 2019-ICON UES TSA pursuant to which the ICON Upper East Side Portfolio mortgage loan is serviced, (ix) as trustee and custodian under the BBCMS 2019-C3 PSA pursuant to which the SWVP Portfolio mortgage loan is serviced and (x) as trustee and custodian under the Benchmark 2019-B11 PSA pursuant to which the Greenleaf at Howell mortgage loan is serviced:
In December 2014, Phoenix Light SF Limited and certain related entities and the National Credit Union Administration (NCUA) filed complaints in the United States District Court for the Southern District of New York against Wells Fargo Bank, alleging claims against Wells Fargo Bank in its capacity as trustee for a number of residential mortgage-backed securities trusts. Complaints raising similar
allegations have been filed by Commerzbank AG in the Southern District of New York and by IKB International and IKB Deutsche Industriebank in New York state court. In each case, the plaintiffs allege that Wells Fargo Bank, as trustee, caused losses to investors, and plaintiffs assert causes of action based upon, among other things, the trustee’s alleged failure to notify and enforce repurchase obligations of mortgage loan sellers for purported breaches of representations and warranties, notify investors of alleged events of default, and abide by appropriate standards of care following alleged events of default. Wells Fargo Bank previously settled two class action lawsuits with similar allegations that were filed in November 2014 and December 2016 by institutional investors in the Southern District of New York and New York state court, respectively. In addition, Park Royal I LLC and Park Royal II LLC have filed complaints in New York state court alleging Wells Fargo Bank, N.A., as trustee, failed to take appropriate actions upon learning of defective mortgage loan documentation. In March 2021, the Company entered into an agreement to resolve the case filed by the NCUA.
In addition to the foregoing cases, in August 2014 and August 2015 Nomura Credit & Capital Inc. (“Nomura”) and Natixis Real Estate Holdings, LLC (“Natixis”) filed a total of seven third-party complaints against Wells Fargo Bank in New York state court. In the underlying first-party actions, Nomura and Natixis have been sued for alleged breaches of representations and warranties made in connection with residential mortgage-backed securities sponsored by them. In the third-party actions, Nomura and Natixis allege that Wells Fargo Bank, as master servicer, primary servicer or securities administrator, failed to notify Nomura and Natixis of their own breaches, failed to properly oversee the primary servicers, and failed to adhere to accepted servicing practices. Natixis additionally alleges that Wells Fargo Bank failed to perform default oversight duties. Wells Fargo Bank has asserted counterclaims alleging that Nomura and Natixis failed to provide Wells Fargo Bank notice of their representation and warranty breaches.
With respect to each of 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 related RMBS trusts.
Item 1119 of Regulation AB
Provided previously in the prospectus of the Registrant relating to the issuing entity and filed on August 8, 2019 pursuant to Rule 424(b)(2) 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 and 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: |
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| Description | |
4.1 |
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4.2 |
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4.3 |
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4.4 |
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1 | Effective as of June 11, 2021, Trimont Real Estate Advisors, LLC was terminated as the special servicer with respect to The Centre loan combination under the Benchmark 2019-B12 PSA and CWCapital Asset Management LLC has been appointed to act as successor special servicer with respect to The Centre loan combination under the Benchmark 2019-B12 PSA, as disclosed in the Current Report on Form 8-K filed by the registrant on June 11, 2021 under Commission File No. 333-228597-01. |
2 | The 30 Hudson Yards mortgage loan, which represented approximately 7.9% 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 or more companion loan(s) that are held outside the issuing entity. The 30 Hudson Yards mortgage loan and the related companion loan(s) are serviced pursuant to the Hudson Yards 2019-30HY TSA. |
3 | The Osborn Triangle mortgage loan, which represented approximately 4.2% 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 and one or more companion loan(s) that are held outside the issuing entity. The Osborn Triangle mortgage loan and the related companion loan(s) are serviced pursuant to the JPMCC 2019-OSB TSA. |
4 | The 10000 Santa Monica Boulevard mortgage loan, which represented approximately 4.2% 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 and one or more companion loan(s) that are held outside the issuing entity. The 10000 Santa Monica Boulevard mortgage loan and the related companion loan(s) are serviced pursuant to the NCMS 2019-10K TSA. |
4.6 |
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4.7 |
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5 | The 3 Columbus Circle mortgage loan, which represented approximately 4.2% 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 and one or more companion loan(s) that are held outside the issuing entity. The 3 Columbus Circle mortgage loan and the related companion loan(s) are serviced pursuant to the Benchmark 2019-B10 PSA. |
6 | The 250 Livingston mortgage loan, which represented approximately 4.2% 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 and one or more companion loan(s) that are held outside the issuing entity. The Waterfront Plaza mortgage loan, which represented approximately 4.2% 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 and one or more companion loan(s) that are held outside the issuing entity. The 250 Livingston mortgage loan, the Waterfront Plaza mortgage loan and each of the related companion loan(s) are serviced pursuant to the GSMS 2019-GC40 PSA. Effective as of July 19, 2021, Midland Loan Services, a Division of PNC Bank, National Association was terminated as the special servicer with respect to the 250 Livingston loan combination and the Waterfront Plaza loan combination under the GSMS 2019-GC40 PSA and LNR Partners, LLC has been appointed to act as successor special servicer with respect to the 250 Livingston loan combination and the Waterfront Plaza loan combination under the GSMS 2019-GC40 PSA, as disclosed in the Current Report on Form 8-K filed by the registrant on July 19, 2021 under Commission File No. 333-228597-01. |
7 | The Grand Canal Shoppes mortgage loan, which represented approximately 4.2% 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 and one or more companion loan(s) that are held outside the issuing entity. The Grand Canal Shoppes mortgage loan and the related companion loan(s) are serviced pursuant to the MSC 2019-H7 PSA. Effective as of June 15, 2020, LNR Partners, LLC was terminated as the special servicer with respect to the Grand Canal Shoppes loan combination under the MSC 2019-H7 PSA and Situs Holdings, LLC has been appointed to act as successor special servicer with respect to the Grand Canal Shoppes loan combination under the MSC 2019-H7 PSA, as disclosed in the Current Report on Form 8-K filed by the registrant on June 15, 2020 under Commission File No. 333-228597-01. |
4.8 |
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4.9 |
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4.10 |
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4.11 |
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31 |
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8 | The Vie Portfolio mortgage loan, which represented approximately 2.4% 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 or more companion loan(s) that are held outside the issuing entity. The Vie Portfolio mortgage loan and the related companion loan(s) are serviced pursuant to the JPMCC 2019-COR5 PSA. |
9 | The ICON Upper East Side Portfolio mortgage loan, which represented approximately 2.1% 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 or more companion loan(s) that are held outside the issuing entity. The ICON Upper East Side Portfolio mortgage loan and the related companion loan(s) are serviced pursuant to the JPMCC 2019-ICON UES TSA. |
10 | The SWVP Portfolio mortgage loan, which represented approximately 1.3% 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 or more companion loan(s) that are held outside the issuing entity. The SWVP Portfolio mortgage loan and the related companion loan(s) are serviced pursuant to the BBCMS 2019-C3 PSA. |
11 | The Greenleaf at Howell mortgage loan, which represented approximately 0.8% 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 or more companion loan(s) that are held outside the issuing entity. The Greenleaf at Howell mortgage loan and the related companion loan(s) are serviced pursuant to the Benchmark 2019-B11 PSA. |
33 |
| Reports on assessment of compliance with servicing criteria for asset-backed securities.12
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33.2 |
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33.3 |
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33.4 |
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33.5 |
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33.6 |
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33.7 |
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33.8 |
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33.9a |
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12 | 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) Trimont Real Estate Advisors, LLC, as special servicer for The Centre mortgage loan prior to June 11, 2021 under the Benchmark 2019-B12 PSA, (ii) CWCapital Asset Management LLC, as special servicer for The Centre mortgage loan on and after June 11, 2021 under the Benchmark 2019-B12 PSA, (iii) Park Bridge Lender Services LLC, as operating advisor under the JMPCC 2019-OSB PSA pursuant to which the Osborn Triangle mortgage loan is serviced, (iv) CWCapital Asset Management LLC, as special servicer under the JPMMC 2019-ICON UES TSA pursuant to which the ICON Upper East Side Portfolio mortgage is serviced and (v) Rialto Capital Advisors, LLC, as special servicer under the Benchmark 2019-B11 PSA pursuant to which the Greenleaf at Howell mortgage loan is serviced, are not included in this report on Form 10-K because each of Trimont Real Estate Advisors, LLC, Park Bridge Lender Services LLC, CWCapital Asset Management LLC and Rialto Capital Advisors, LLC 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. This annual report on Form 10-K does not include the reports on assessment of compliance with servicing criteria and attestation reports on assessment of compliance with servicing criteria of Wells Fargo Bank, National Association as certificate administrator under the Hudson Yards 2019-30HY TSA, the JPMCC 2019-OSB TSA, the NCMS 2019-10K TSA, the Benchmark 2019-B10 PSA, the GSMS 2019-GC40 PSA, the MSC 2019-H7 PSA, the JPMCC 2019-COR5 PSA, JPMCC 2019-ICON UES TSA, the BBCMS 2019-C3 PSA and the Benchmark 2019-B11 PSA, because the certificate administrator under each such pooling and servicing agreement or trust and servicing agreement does not perform any activities that address the servicing criteria specified in Item 1122(d) of Regulation AB with respect to the issuing entity. This annual report on Form 10-K does not include the report on assessment of compliance with servicing criteria and attestation report on assessment of compliance with servicing criteria of Wilmington Trust, National Association, as trustee under the Hudson Yards 2019-30HY TSA, because there was no relevant servicing criteria applicable to Wilmington Trust, National Association as trustee under the Hudson Yards 2019-30HY TSA during the year ended December 31, 2021 and, pursuant to the terms of the Hudson Yards 2019-30HY TSA, the trustee is not required to provide assessment of compliance with applicable servicing criteria and attestation report on assessment of compliance with servicing criteria with respect to any period during which there was no applicable servicing criteria applicable to it. |
33.9b |
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33.10 |
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33.11 |
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33.12 |
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33.13a |
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33.13b |
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33.14 |
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33.15 |
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33.16a |
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33.16b |
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33.17 |
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33.18 |
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33.19 |
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33.20a |
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33.20b |
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33.21 |
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33.22a |
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33.22b |
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33.23 |
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33.24a |
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33.24b |
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33.25 |
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33.26
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33.27 |
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33.28a |
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33.28b |
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33.30 |
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33.31 |
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33.32a |
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33.32b |
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33.33 |
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33.34a |
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33.34b |
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33.35 |
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33.36 |
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33.37 |
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33.38a |
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33.38b |
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33.39 |
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33.40 |
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33.41a |
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33.41b |
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33.42 |
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33.43a |
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33.43b |
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33.44a |
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33.44b |
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33.45a |
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33.45b |
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33.46a |
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33.47a |
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33.47b |
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33.48a |
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33.48b |
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33.49a |
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33.49b |
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33.50a |
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33.50b |
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33.51a |
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33.51b |
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| Attestation reports on assessment of compliance with servicing criteria for asset-backed securities.
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34.1 |
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34.2 |
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34.3 |
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34.4 |
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34.5 |
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34.6 |
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34.7 |
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34.8 |
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34.9a |
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34.9b |
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34.10 |
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34.11 |
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34.12 |
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34.13a |
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34.13b |
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34.14 |
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34.15 |
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34.16a |
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34.16b |
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34.17 |
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34.18 |
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34.19 |
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34.20a |
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34.20b |
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34.21 |
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34.22a |
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34.22b |
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34.23 |
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34.24a |
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34.24b |
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34.25 |
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34.26
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34.27 |
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34.28a |
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34.28b |
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34.29 |
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34.30 |
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34.31 |
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34.32a |
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34.32b |
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34.33 |
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34.34a |
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34.34b |
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34.35 |
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34.36 |
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34.37 |
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34.38a |
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34.39 |
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34.40 |
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34.41a |
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34.41b |
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34.42 |
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34.43a |
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34.43b |
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34.44a |
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34.44b |
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34.45a |
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34.45b |
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34.46a |
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34.46b |
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34.47a |
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34.47b |
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34.48a |
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34.48b |
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34.49a |
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34.49b |
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34.50a |
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34.50b |
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34.51a |
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34.51b |
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35 |
| Servicer compliance statements.13
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35.1 |
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35.2 |
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35.3 |
| Servicer compliance statement, Citibank, N.A., as certificate administrator
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35.4 |
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35.5 |
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35.7 |
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35.8 |
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35.9 |
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35.11 |
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35.12 |
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13 | This annual report on Form 10-K does not include the servicer compliance statements of (i) Pacific Life Insurance Company, as special servicer for the Woodlands Mall mortgage loan under the Benchmark 2019-B12 PSA, (ii) Trimont Real Estate Advisors, LLC, as special servicer for The Centre mortgage loan prior to June 11, 2021 under the Benchmark 2019-B12 PSA, (iii) CWCapital Asset Management LLC, as special servicer for The Centre mortgage loan on and after June 11, 2021 under the Benchmark 2019-B12 PSA, (iv) CWCapital Asset Management LLC, as special servicer under the JPMCC 2019-ICON UES TSA pursuant to which the ICON Upper East Side Portfolio mortgage loan is serviced, (vi) Rialto Capital Advisors, LLC, as special servicer under the Benchmark 2019-B11 PSA pursuant to which the Greenleaf at Howell mortgage loan is serviced and (vii) Wells Fargo Bank, National Association, as master servicer under the Hudson Yards 2019-30HY TSA pursuant to which the 30 Hudson Yards mortgage loan is serviced, because each of Pacific Life Insurance Company, Trimont Real Estate Advisors, LLC, CWCapital Asset Management LLC, Rialto Capital Advisors, LLC and Wells Fargo Bank, 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. This annual report on Form 10-K does not include the servicer compliance statements of Wells Fargo Bank, National Association as certificate administrator under the Hudson Yards 2019-30HY TSA, the JPMCC 2019-OSB TSA, the NCMS 2019-10K TSA, the Benchmark 2019-B10 PSA, the GSMS 2019-GC40 PSA, the MSC 2019-H7 PSA, the JPMCC 2019-COR5 PSA, JPMCC 2019-ICON UES TSA, the BBCMS 2019-C3 PSA and the Benchmark 2019-B11 PSA, because the certificate administrator under each such pooling and servicing agreement or trust and servicing agreement is not a “servicer” that meets the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB with respect to the issuing entity. |
35.13 |
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35.14 |
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35.15
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35.16 |
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35.17 |
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35.18 |
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35.19 |
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35.20 |
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35.21 |
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99.1 |
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99.2 |
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99.3 |
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| (b) | The exhibits required to be filed by Registrant pursuant to Item 601of Regulation S-K are listed above. |
| (c) | Not Applicable |
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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: March 30, 2022
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Citigroup Commercial Mortgage Securities Inc. (Depositor) |
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/s/ Richard Simpson |
Richard Simpson, President |