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
Date of Report: December 21, 2012
(Date of earliest event reported)
J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-LC9
(Exact name of issuing entity)
JPMorgan Chase Bank, National Association
Ladder Capital Finance LLC
(Exact name of sponsor as specified in its charter)
J.P. Morgan Chase Commercial Mortgage Securities Corp.
(Exact name of registrant as specified in its charter)
New York | 333-165147-05 | 13-3789046 |
(State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
383 Madison Avenue | |
New York, New York | 10179 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code | (212) 272-6858 |
Not Applicable |
(Former name or 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:
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. | Other Events. |
On December 21, 2012, J.P. Morgan Chase Commercial Mortgage Securities Corp. (the “Depositor”) caused the issuance, pursuant to a Pooling and Servicing Agreement, dated as of December 1, 2012 and as to which an executed version is attached hereto as Exhibit 4.1 (the “Pooling and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor (the “Registrant”), Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as trustee and certificate administrator, and Pentalpha Surveillance LLC, as senior trust advisor, of J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-LC9, Commercial Mortgage Pass-Through Certificates, Series 2012-C8. The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB and Class X-A Certificates (the “Public Certificates”), having an aggregate initial principal amount of $750,360,000.00, were sold to J.P. Morgan Securities LLC (“JPMS”), Ladder Capital Securities LLC (“LCS”) and Wells Fargo Securities, LLC (“WFS” and, together with JPMS and LCS, the “Underwriters”), pursuant to an Underwriting Agreement, dated December 12, 2012, between the Registrant and JPMS, for itself and on behalf of LCS and WFS. In connection with the issuance and sale to the Underwriters of the Public Certificates, a legal opinion was rendered related to the validity of, and certain federal income tax considerations relating to, the Public Certificates, which legal opinion is attached to an exhibit to this report.
On December 21, 2012, the Registrant sold all of the Public Certificates, having an aggregate certificate principal amount of $750,360,000.00. The net proceeds of the offering to the Registrant of the issuance of the certificates, after deducting expenses payable by the Registrant of $4,508,393.88, were approximately $864,827,287.00. Of the expenses paid by the Registrant, approximately $1,525,346.94 were paid directly to affiliates of the Registrant, $34,999.99 in the form of fees were paid to the Underwriters, $69,999.98 were paid to or for the Underwriters and $2,878,046.98 were other expenses. All of the foregoing expense amounts are the Depositor’s reasonable estimates of such expenses. No underwriting discounts and commissions or finder’s fees were paid by the Registrant; the Public Certificates were offered by the Underwriters for sale to the public in negotiated transactions or otherwise at varying prices determined at the time of sale. The related registration statement (file no. 333-165147) was originally declared effective on August 10, 2010.
On December 21, 2012, the Registrant also sold the Class X-B, Class A-S, Class B, Class C, Class EC, Class D, Class E, Class F, Class G, Class NR and Class R Certificates (collectively, the “Private Certificates”) having an aggregate initial principal amount of $321,583,167.00, to JPMS, LCS and WFS, as initial purchasers pursuant to a Certificate Purchase Agreement, dated December 12, 2012, by and between the Depositor, JPMS, LCS and WFS. The Private Certificates were sold in a transaction exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) of the Act.
The Public Certificates and the Private Certificates represent, in the aggregate, the entire beneficial ownership in J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-LC9 (the “Issuing Entity”), a common law trust fund formed under the laws of the State of New York pursuant to the Pooling and Servicing Agreement. The assets of the Issuing Entity consist primarily of 45 fixed-rate mortgage loans (the “Mortgage Loans”) secured by first liens on 79 commercial and multifamily properties. The Mortgage Loans were acquired by the Registrant from (i) JPMorgan Chase Bank, N.A. (“JPMCB”) pursuant to a Mortgage Loan Purchase Agreement, dated as of December 21, 2012 and as to which an executed version is attached hereto as Exhibit 99.1 (the “JPMCB Mortgage Loan Purchase Agreement”), between the Registrant and JPMCB and (ii) Ladder Capital Finance LLC (“Ladder”),
pursuant to a Mortgage Loan Purchase Agreement, dated as of December 21, 2012 and as to which an executed version is attached hereto as Exhibit 99.2 (the “Ladder Mortgage Loan Purchase Agreement” and together with the JPMCB Mortgage Loan Purchase Agreement, the “Mortgage Loan Purchase Agreements”), between the Registrant, Ladder and Ladder Capital Finance Holdings LLLP. The net proceeds of the sale of the Public Certificates and Private Certificates were applied to the purchase of the Mortgage Loans by the Registrant from JPMCB and Ladder.
Item 9.01. | Financial Statements, Pro Forma Financial Information and Exhibits. |
(c) Exhibits
Exhibit 4.1 | Pooling and Servicing Agreement, dated as of December 1, 2012, by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as trustee and certificate administrator, and Pentalpha Surveillance LLC, as senior trust advisor. |
Exhibit 5 | Legality Opinion of Cadwalader, Wickersham & Taft LLP, dated December 21, 2012. |
Exhibit 8 | Tax Opinion of Cadwalader, Wickersham & Taft LLP, dated December 21, 2012 (included as part of Exhibit 5). |
Exhibit 23 | Consent of Cadwalader, Wickersham & Taft LLP (included as part of Exhibit 5). |
Exhibit 99.1 | Mortgage Loan Purchase Agreement, dated as of December 21, 2012, between JPMorgan Chase Bank, N.A., as seller, and J.P. Morgan Chase Commercial Mortgage Securities Corp., as purchaser. |
Exhibit 99.2 | Mortgage Loan Purchase Agreement, dated as of December 21, 2012, between Ladder Capital Finance LLC, as seller, J.P. Morgan Chase Commercial Mortgage Securities Corp., as purchaser, and Ladder Capital Finance Holdings LLLP. |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: December 21, 2012 | J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. | |
By: | /s/ Bianca A. Russo | |
Name: Bianca A. Russo | ||
Title: Managing Director and Secretary |
INDEX TO EXHIBITS
Item 601(a) of Regulation S-K Exhibit No. | Description | Paper (P) or Electronic (E) | |
4.1 | Pooling and Servicing Agreement, dated as of December 1, 2012, by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as trustee and certificate administrator, and Pentalpha Surveillance LLC, as senior trust advisor. | (E) | |
5 | Legality Opinion of Cadwalader, Wickersham & Taft LLP, dated December 21, 2012. | (E) | |
8 | Tax Opinion of Cadwalader, Wickersham & Taft LLP, dated December 21, 2012 (included as part of Exhibit 5). | (E) | |
23 | Consent of Cadwalader, Wickersham & Taft LLP (included as part of Exhibit 5). | (E) | |
99.1 | Mortgage Loan Purchase Agreement, dated as of December 21, 2012, between JPMorgan Chase Bank, N.A., as seller, and J.P. Morgan Chase Commercial Mortgage Securities Corp., as purchaser. | (E) | |
99.2 | Mortgage Loan Purchase Agreement, dated as of December 21, 2012, between Ladder Capital Finance LLC, as seller, J.P. Morgan Chase Commercial Mortgage Securities Corp., as purchaser, and Ladder Capital Finance Holdings LLLP. | (E) | |