10-K 1 msb13c09_10k-2023.htm msb13c09_10k-2023.htm - Generated by SEC Publisher for SEC Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10‑K

 

(Mark one)

/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

    For the fiscal year ended December 31, 2023

OR

// TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from              to             

 

 

 

Commission file number: 333-180779-03

 

Central Index Key Number of the issuing entity: 0001571237

 

Morgan Stanley Bank of America Merrill Lynch Trust 2013-C9

(exact name of issuing entity as specified in its charter)

 

Central Index Key Number of the depositor: 0001547361

 

Morgan Stanley Capital I Inc.

(exact name of the depositor as specified in its charter)

 

Central Index Key Number of the sponsor: 0001541557

 

Morgan Stanley Mortgage Capital Holdings LLC

(exact names of the sponsors as specified in their charters)

 

Central Index Key Number of the sponsor: 0001102113

 

Bank of America, National Association

(exact names of the sponsors as specified in their charters)

 

New York

38‑3906833
38‑3906834
38‑3906835
38‑7092974
38‑7092975
38‑7092976


(State or other jurisdiction of incorporation or organization)


(I.R.S. Employer Identification Numbers)

 

c/o Computershare Trust Company, National Association, as agent for

Wells Fargo Bank, National Association

9062 Old Annapolis Road

 Columbia, MD

(Address of principal executive offices)

 

21045

(Zip Code)

 

Telephone number, including area code:

(667) 786‑1992

Securities registered pursuant to Section 12(b) of the Act:

   

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

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 X

 

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 X

 

Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

 



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 X 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 (Section 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 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 X (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.

 

  Not applicable.

 

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.

 

  Not applicable.

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the

registrant included in the filing reflect the correction of an error to previously issued financial statements.

 

Not applicable.

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 

Not applicable.

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

 

  Yes ___ No X

 

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.

 

EXPLANATORY NOTES

 

Except as set forth below, each of the parties to each pooling and servicing agreement listed in the Exhibit Index both (1) participates in the servicing function for purposes of Item 1122 of Regulation AB and (2) constitutes a servicer that meets the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB for purposes of Item 1123 of Regulation AB:

 

• The trustee under a pooling and servicing agreement has a nominal role with respect to the mortgage pool securitized pursuant to such pooling and servicing agreement. The trustee’s only servicing function is the contingent obligation to make certain advances if the master servicer under such pooling and servicing agreement fails to do so, while all other servicing functions are performed by other parties. The trustee under each of the pooling and servicing agreements listed in the Exhibit Index has confirmed to the registrant that it has not made any such contingent advances during the reporting period, and consequently, each such trustee does not participate in the servicing function for purposes of Item 1122 of Regulation AB, nor does it perform the functions of a servicer for purposes of the definition of “servicer” under Item 1101 of Regulation AB or for purposes of Item 1123 of Regulation AB.

 

• The operating advisor under a pooling and servicing agreement represents the interests of senior certificateholders in the transaction governed by such pooling and servicing agreement and is responsible for monitoring the performance of the special servicer under such pooling and servicing agreement and producing certain reports to certificateholders relating to the resolution of the mortgage pool securitized pursuant to such pooling and servicing agreement. While the operating advisor under a pooling and servicing agreement has certain reporting obligations in respect of the related mortgage pool, it has no obligation to collect or disburse funds in respect of the mortgage pool or to administer any of the underlying mortgage loans.  Consequently, the operating advisor under a pooling and servicing agreement participates in the servicing function for purposes of Item 1122 of Regulation AB, but is not responsible for the “management or collection of the pool assets or making allocations or distributions to holders of the asset-backed securities” within the meaning of “servicer” under Item 1101 of Regulation AB and does not perform the functions of a servicer for purposes of Item 1123 of Regulation AB.

 

• LNR Partners, LLC is the current special servicer under the MSBAM 2013-C9 pooling and servicing agreement. In July 2018, Midland Loan Services, a Division of PNC Bank, National Association was replaced as special servicer under the MSBAM 2013-C9 pooling and servicing agreement and succeeded by LNR Partners, LLC.

 

• The Boston Park Plaza mortgage loan was repaid during the February 2016 collection period.  Consequently, during the reporting period, the MSBAM 2013-C9 mortgage pool did not include any mortgage loans that were serviced pursuant to a separate pooling and servicing agreement.

 

In addition, each of the following parties engaged the services of certain servicing function participants and sub-servicers for the reporting period, as set forth below:

 

• Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, engaged the services of Berkadia Commercial Mortgage LLC, as a servicing function participant in respect of 5.22% of the pool for the reporting period.

 

• On November 1, 2021, pursuant to the second amended and restated servicing agreement attached hereto as Exhibit 99.3, Computershare Trust Company, National Association was engaged to perform all or virtually all of Wells Fargo Bank, National Association’s roles as certificate administrator, custodian and trustee, as applicable, under the pooling and servicing agreement.

 

PART I

 

 

 

Item 1.

Business.
 

Omitted.

Item 1A.

Risk Factors.
 

Omitted.

Item 1B.

Unresolved Staff Comments.
 

None.

Item 1C.

Cybersecurity.

 

Omitted.

Item 2.

Properties.
 

Omitted.

Item 3.

Legal Proceedings.
 

Omitted.

Item 4.

Mine Safety Disclosures.
 

Omitted.
     

 

PART II

 

 

 

Item 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
 

Omitted.

Item 6.

[Reserved]

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.
 

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 Accountant Fees and Services.
 

Omitted.
     

 

ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB

 

Item 1112(b) of Regulation AB, Significant Obligor Financial Information.

 

The mortgaged property securing the Milford Plaza Fee loan constitutes a significant obligor within the meaning of 1101(k)(2) of Regulation AB. The most recent unaudited net operating income of the significant obligor for the 2023 fiscal year is $8,026,535.

 

Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider Financial Information.

 

No entity or group of affiliated entities provides any enhancement or other support for the certificates as described under Item 1114 (a) of Regulation AB.

 

Item 1115(b) of Regulation AB, Certain Derivatives Instruments (Financial Information).

 

No entity or group of affiliated entities provides any derivative instruments for the certificates as described under Item 1115 of Regulation AB.

 

Item 1117 of Regulation AB, Legal Proceedings.

 

The registrant knows of no legal proceeding pending against the sponsors, depositor, trustee, issuing entity, servicer contemplated by Item 1108(a)(3) of Regulation AB, originator contemplated by Item 1110(b) of Regulation AB, or other party contemplated by Item 1100(d)(1) of Regulation AB, or of which any property of the foregoing is the subject, that is material to security holders, other than as follows:

 

In December 2014, Phoenix Light SF Limited (Phoenix Light) and certain related entities filed a complaint in the United States District Court for the Southern District of New York alleging claims against Wells Fargo Bank, N.A., in its capacity as trustee for a number of residential mortgage-backed securities (RMBS) trusts. Complaints raising similar allegations have been filed by Commerzbank AG in the Southern District of New York, IKB International and IKB Deutsche Industriebank (together, IKB) in New York state court, and Park Royal I LLC and Park Royal II LLC in New York state court. In each case, the plaintiffs allege that Wells Fargo Bank, N.A., 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. In July 2022, the district court dismissed Phoenix Light’s claims and certain of the claims asserted by Commerzbank AG, and subsequently entered judgment in each case in favor of Wells Fargo Bank, N.A. In August 2022, Phoenix Light and Commerzbank AG each appealed the district court’s decision to the United States Court of Appeals for the Second Circuit. Phoenix Light dismissed its appeal in May 2023, terminating its case. In November 2023, Wells Fargo Bank, N.A. entered into an agreement with IKB to resolve IKB’s claims. Wells Fargo Bank, N.A. previously settled two class actions filed by institutional investors and an action filed by the National Credit Union Administration with similar allegations.

 

Item 1119 of Regulation AB, Affiliations and Certain Relationships and Related Transactions.

 

The information regarding this Item has been provided previously in an annual report on Form 10-K of the issuing entity or in the prospectus of the issuing entity filed in a 424(b)(5) filing dated April 30, 2013.

 

Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.

 

The reports on assessment of compliance with the servicing criteria for asset-backed securities and the related attestation reports on such assessments of compliance are attached hereto under Item 15.

 

Item 1123 of Regulation AB, Servicer Compliance Statement.

 

The servicer compliance statements are attached hereto under Item 15.

 

PART IV

 

Item 15. Exhibits, Financial Statement Schedules.

 

(a) Exhibits.

 

(31)  Rule 13a-14(d)/15d-14(d) Certification.

 

(33) Reports on assessment of compliance with servicing criteria for asset-backed securities.

 

33.1  Wells Fargo Bank, National Association, as Certificate Administrator

 

33.2  Computershare Trust Company, National Association, as Servicing Function Participant for the Certificate Administrator

 

33.3  Wells Fargo Bank, National Association, as Custodian

 

33.4  Computershare Trust Company, National Association, as Servicing Function Participant for the Custodian

 

33.5  Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer

 

33.6  LNR Partners, LLC, as Special Servicer

 

33.7  Trimont Real Estate Advisors, Inc., as Operating Advisor

 

33.8  Berkadia Commercial Mortgage LLC, as Servicing Function Participant

 

(34) Attestation reports on assessment of compliance with servicing criteria for asset-backed securities.

 

34.1  Wells Fargo Bank, National Association, as Certificate Administrator

 

34.2  Computershare Trust Company, National Association, as Servicing Function Participant for the Certificate Administrator

 

34.3  Wells Fargo Bank, National Association, as Custodian

 

34.4  Computershare Trust Company, National Association, as Servicing Function Participant for the Custodian

 

34.5  Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer

 

34.6  LNR Partners, LLC, as Special Servicer

 

34.7  Trimont Real Estate Advisors, Inc., as Operating Advisor

 

34.8  Berkadia Commercial Mortgage LLC, as Servicing Function Participant

 

(35) Servicer compliance statement.

 

35.1  Wells Fargo Bank, National Association, as Certificate Administrator

 

35.2  Computershare Trust Company, National Association, as Servicing Function Participant for the Certificate Administrator

 

35.3  Wells Fargo Bank, National Association, as Custodian

 

35.4  Computershare Trust Company, National Association, as Servicing Function Participant for the Custodian

 

35.5  Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer

 

35.6  LNR Partners, LLC, as Special Servicer

 

(99.1) Mortgage Loan Purchase Agreement, dated April 15, 2013, between Morgan Stanley Capital I Inc. and Morgan Stanley Mortgage Capital Holdings LLC (filed as Exhibit 99.1 to the registrant's Current Report on Form 8-K filed on April 30, 2013 under SEC File No. 333-180779-03 and incorporated by reference herein).

 

(99.2) Mortgage Loan Purchase Agreement, dated April 15, 2013, between Morgan Stanley Capital I Inc. and Bank of America, National Association (filed as Exhibit 99.2 to the registrant's Current Report on Form 8-K filed on April 30, 2013 under SEC File No. 333-180779-03 and incorporated by reference herein).

 

(99.3) Second Amended and Restated Servicing Agreement, effective as of October 31, 2021, between Wells Fargo Bank, N.A., Wells Fargo Delaware Trust Company, N.A., Computershare Trust Company, N.A., Computershare Delaware Trust Company and Computershare Limited (filed as Exhibit 99.1 to the registrant's Current Report on Form 8-K filed on November 5, 2021 under SEC File No. 333-180779-03 and incorporated by reference herein).

 

(b) See (a) 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.

 

Morgan Stanley Capital I Inc.

(Depositor)

 

By: /s/ Jane Lam

Jane Lam, President

(senior officer in charge of securitization of the depositor)

 

Date:  March 27, 2024