UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(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
o 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 of the issuing entity: 333-207340-06
Central Index Key Number of the issuing entity: 0001720748
CCUBS Commercial Mortgage Trust 2017-C1
(exact name of the issuing entity as specified in its charter)
Central Index Key Number of the depositor: 0001532799
UBS Commercial Mortgage Securitization Corp.
(exact name of the depositor as specified in its charter)
Central Index Key Number of the sponsor: 0001685185
UBS AG, acting through its branch located at 1285 Avenue of the Americas, New York, New York
(exact name of the sponsor as specified in its charter)
Central Index Key Number of the sponsor: 0001558761
Cantor Commercial Real Estate Lending, L.P.
(exact name of the sponsor as specified in its charter)
Central Index Key Number of the sponsor: 0001701238
Citi Real Estate Funding Inc.
(exact name of the sponsor as specified in its charter)
|
New York the issuing entity) |
38-4052506 38-4052507 (I.R.S. Employer Identification Numbers) |
c/o Computershare Trust Company, National Association, as agent for
Wells Fargo Bank, National Association
as Certificate Administrator
9062 Old Annapolis Road
Columbia, MD
(Address of principal executive offices of the issuing entity)
21045
(Zip Code)
Registrant’s telephone number, including area code:
(212) 713-2000
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. o Yes ⌧ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o 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 o 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 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 o Accelerated filer o
Non-accelerated filer ⌧ Smaller reporting company o
Emerging growth company o
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. o
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. o
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. o
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). o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o 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. o Yes o No
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
The sole purpose of this Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the Securities and Exchange Commission on March 21, 2024 is to file an updated attestation report on assessment of compliance with servicing criteria for Green Loan Services LLC to correct a typographic error identifying the appendix that lists the transactions covered by the attestation report.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Form 10-K/A also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto.
PART IV
Item 15. Exhibit and Financial Statement Schedules
31 Rule 13a-14(d)/15d-14(d) Certifications.
34 Attestation reports on assessment of compliance with servicing criteria for asset-backed securities.
34.46 Green Loan Services LLC, as Special Servicer of the General Motors Building Mortgage Loan
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.
UBS Commercial Mortgage
Securitization Corp.
(Depositor)
/s/ Nicholas Galeone
Nicholas Galeone, President
(senior officer in charge of securitization of the depositor)
Date: April 8, 2024
/s/ Andrew Lisa
Andrew Lisa, Director
Date: April 8, 2024
EX-31 Rule 13a-14(d)/15d-14(d) Certifications.
I, Nicholas Galeone, certify that:
1. I have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of the CCUBS Commercial Mortgage Trust 2017-C1 (the "Exchange Act periodic reports");
2. Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;
4. Based on my knowledge and the servicer compliance statements required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the servicing agreements in all material respects; and
5. All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.
In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association, as Trustee and Certificate Administrator, Wells Fargo Bank, National Association, as Custodian, Park Bridge Lender Services LLC, as Operating Advisor, Berkeley Point Capital LLC d/b/a Newmark Knight Frank, as Primary Servicer, Computershare Trust Company, National Association, as Servicing Function Participant for the Certificate Administrator, Computershare Trust Company, National Association, as Servicing Function Participant for the Custodian, Wells Fargo Bank, National Association, as Primary Servicer for the General Motors Building Mortgage Loan, Green Loan Services LLC, as Special Servicer for the General Motors Building Mortgage Loan, Wilmington Trust, National Association, as Trustee for the General Motors Building Mortgage Loan, Wells Fargo Bank, National Association, as Custodian for the General Motors Building Mortgage Loan, CoreLogic Solutions, LLC, as Servicing Function Participant for the General Motors Building Mortgage Loan, Computershare Trust Company, National Association, as Servicing Function Participant for the Custodian for the General Motors Building Mortgage Loan, Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer for the Manchester Financial Building Mortgage Loan, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer for the Manchester Financial Building Mortgage Loan prior to May 5, 2023, K-Star Asset Management LLC, as Special Servicer for the Manchester Financial Building Mortgage Loan on and after May 5, 2023, Wells Fargo Bank, National Association, as Trustee for the Manchester Financial Building Mortgage Loan, Wells Fargo Bank, National Association, as Custodian for the Manchester Financial Building Mortgage Loan, Park Bridge Lender Services LLC, as Operating Advisor for the Manchester Financial Building Mortgage Loan, Computershare Trust Company, National Association, as Servicing Function Participant for the Custodian for the Manchester Financial Building Mortgage Loan, Wells Fargo Bank, National Association, as Primary Servicer for the Headquarters Plaza Mortgage Loan, Argentic Services Company LP, as Special Servicer for the Headquarters Plaza Mortgage Loan, Wilmington Trust, National Association, as Trustee for the Headquarters Plaza Mortgage Loan, Wells Fargo Bank, National Association, as Custodian for the Headquarters Plaza Mortgage Loan, Park Bridge Lender Services LLC, as Operating Advisor for the Headquarters Plaza Mortgage Loan, CoreLogic Solutions, LLC, as Servicing Function Participant for the Headquarters Plaza Mortgage Loan, Computershare Trust Company, National Association, as Servicing Function Participant for the Custodian for the Headquarters Plaza Mortgage Loan, KeyBank National Association, as Primary Servicer for the GNL Portfolio Mortgage Loan, LNR Partners, LLC, as Special Servicer for the GNL Portfolio Mortgage Loan, Wells Fargo Bank, National Association, as Trustee for the GNL Portfolio Mortgage Loan, Wells Fargo Bank, National Association, as Custodian for the GNL Portfolio Mortgage Loan, Park Bridge Lender Services LLC, as Operating Advisor for the GNL Portfolio Mortgage Loan, Computershare Trust Company, National Association, as Servicing Function Participant for the Custodian for the GNL Portfolio Mortgage Loan, Wells Fargo Bank, National Association, as Primary Servicer for the Bass Pro & Cabela's Portfolio Mortgage Loan, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer for the Bass Pro & Cabela's Portfolio Mortgage Loan prior to May 10, 2023, K-Star Asset Management LLC, as Special Servicer for the Bass Pro & Cabela's Portfolio Mortgage Loan on and after May 10, 2023, Wilmington Trust, National Association, as Trustee for the Bass Pro & Cabela's Portfolio Mortgage Loan, Wells Fargo Bank, National Association, as Custodian for the Bass Pro & Cabela's Portfolio Mortgage Loan, Pentalpha Surveillance LLC, as Operating Advisor for the Bass Pro & Cabela's Portfolio Mortgage Loan, CoreLogic Solutions, LLC, as Servicing Function Participant for the Bass Pro & Cabela's Portfolio Mortgage Loan, Computershare Trust Company, National Association, as Servicing Function Participant for the Custodian for the Bass Pro & Cabela’s Portfolio Mortgage Loan, Berkeley Point Capital LLC d/b/a Newmark Knight Frank, as Primary Servicer for the Harmon Corner Mortgage Loan, Rialto Capital Advisors, LLC, as Special Servicer for the Harmon Corner Mortgage Loan, Wilmington Trust, National Association, as Trustee for the Harmon Corner Mortgage Loan, Wells Fargo Bank, National Association, as Custodian for the Harmon Corner Mortgage Loan, Pentalpha Surveillance LLC, as Operating Advisor for the Harmon Corner Mortgage Loan, Computershare Trust Company, National Association, as Servicing Function Participant for the Custodian for the Harmon Corner Mortgage Loan, Wells Fargo Bank, National Association, as Primary Servicer for the 16 Court Street Mortgage Loan, LNR Partners, LLC, as Special Servicer for the 16 Court Street Mortgage Loan, Wilmington Trust, National Association, as Trustee for the 16 Court Street Mortgage Loan, Wells Fargo Bank, National Association, as Custodian for the 16 Court Street Mortgage Loan, Park Bridge Lender Services LLC, as Operating Advisor for the 16 Court Street Mortgage Loan, CoreLogic Solutions, LLC, as Servicing Function Participant for the 16 Court Street Mortgage Loan, Computershare Trust Company, National Association, as Servicing Function Participant for the Custodian for the 16 Court Street Mortgage Loan, Wells Fargo Bank, National Association, as Primary Servicer for the National Office Portfolio Mortgage Loan, KeyBank National Association, as Special Servicer for the National Office Portfolio Mortgage Loan, Wilmington Trust, National Association, as Trustee for the National Office Portfolio Mortgage Loan, Wells Fargo Bank, National Association, as Custodian for the National Office Portfolio Mortgage Loan, Pentalpha Surveillance LLC, as Operating Advisor for the National Office Portfolio Mortgage Loan, CoreLogic Solutions, LLC, as Servicing Function Participant for the National Office Portfolio Mortgage Loan, and Computershare Trust Company, National Association, as Servicing Function Participant for the Custodian for the National Office Portfolio Mortgage Loan.
Dated: April 8, 2024
/s// Nicholas Galeone
Nicholas Galeone
President
(senior officer in charge of securitization of the depositor)
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Report of Independent Registered Public Accounting Firm
Green Loan Services LLC
We have examined management's assertion, included in the accompanying Report on Assessment of Compliance with SEC Regulation AB Servicing Criteria, that Green Loan Services LLC (the Company) complied with the servicing criteria set forth in Item 1122 (d) of the Securities and Exchange Commission's Regulation AB for the special servicing platform for commercial mortgage backed securities transactions for which the Company acted as special servicer (the Platform), as of and for the year ended December 31, 2023, except for the criteria set forth in 1122(d)(1)(iii), 1122(d)(3)(i)(A), 1122(d)(3)(i)(B), 1122(d)(3)(i)(C), 1122(d)(3)(i)(D), 1122(d)(3)(ii), 1122(d)(3)(iii), 1122(d)(3)(iv), 1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii), 1122(d)(4)(xiv) and 1122(d)(4)(xv), which the Company has determined are not applicable to the activities it performs with respect to the servicing platform covered by this report. See Appendix B of management’s assertion for the asset backed transactions covered by this platform. Management is responsible for the Company's compliance with those servicing criteria. Our responsibility is to express an opinion on management's assertion about the Company's compliance with the servicing criteria based on our examination.
Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of less than all of the individual asset backed transactions and securities that comprise the platform, testing of less than all of the servicing activities related to the Platform and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. Although the Company is responsible for assessing compliance with Items 1122(d)(1)(ii), 1122(d)(2)(i), 1122(d)(2)(ii), 1122(d)(2)(iv), 1122(d)(2)(v), 1122(d)(2)(vi), 1122(d)(2)(vii), 1122(d)(4)(i), 1122(d)(4)(iii), 1122(d)(4)(vi), 1122(d)(4)(vii), and 1122(d)(4)(viii) of Regulation AB, there were no servicing activities performed by the Company during the year ended December 31, 2023 that required these servicing criteria to be complied with. We believe that the evidence we obtained is sufficient and appropriate to provide a reasonable basis for our opinion.
We are required to be independent of Green Loan Services LLC and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements related to our examination engagement.
Our examination does not provide a legal determination on the Company's compliance with the servicing criteria.
In our opinion, management's assertion that the Company complied with the aforementioned servicing criteria as of and for the year ended December 31, 2023 for the commercial mortgage-backed securities special servicing platform is fairly stated, in all material respects.
/s/ Ernst & Young LLP
March 20, 2024
A member firm of Ernst & Young Global Limited