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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/30/22 CD 2017-CD5 Mortgage Trust 10-K 12/31/21 42:13M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 137K
3: EX-33.1 Report of Compliance with Servicing Criteria HTML 199K
12: EX-33.10A Report of Compliance with Servicing Criteria HTML 352K
13: EX-33.10B Report of Compliance with Servicing Criteria HTML 375K
14: EX-33.12 Report of Compliance with Servicing Criteria HTML 314K
15: EX-33.16B Report of Compliance with Servicing Criteria HTML 144K
16: EX-33.17 Report of Compliance with Servicing Criteria HTML 283K
4: EX-33.2 Report of Compliance with Servicing Criteria HTML 74K
17: EX-33.26 Report of Compliance with Servicing Criteria HTML 170K
18: EX-33.28A Report of Compliance with Servicing Criteria HTML 167K
19: EX-33.28B Report of Compliance with Servicing Criteria HTML 189K
5: EX-33.3 Report of Compliance with Servicing Criteria HTML 191K
6: EX-33.4 Report of Compliance with Servicing Criteria HTML 30K
7: EX-33.5 Report of Compliance with Servicing Criteria HTML 46K
8: EX-33.6 Report of Compliance with Servicing Criteria HTML 64K
9: EX-33.7 Report of Compliance with Servicing Criteria HTML 79K
10: EX-33.9A Report of Compliance with Servicing Criteria HTML 74K
11: EX-33.9B Report of Compliance with Servicing Criteria HTML 88K
20: EX-34.1 Attestation Report on Assessment of Compliance HTML 24K
with Servicing Criteria
29: EX-34.10A Attestation Report on Assessment of Compliance HTML 28K
with Servicing Criteria
30: EX-34.10B Attestation Report on Assessment of Compliance HTML 25K
with Servicing Criteria
31: EX-34.12 Attestation Report on Assessment of Compliance HTML 24K
with Servicing Criteria
32: EX-34.16B Attestation Report on Assessment of Compliance HTML 28K
with Servicing Criteria
33: EX-34.17 Attestation Report on Assessment of Compliance HTML 26K
with Servicing Criteria
21: EX-34.2 Attestation Report on Assessment of Compliance HTML 25K
with Servicing Criteria
34: EX-34.26 Attestation Report on Assessment of Compliance HTML 20K
with Servicing Criteria
35: EX-34.28A Attestation Report on Assessment of Compliance HTML 24K
with Servicing Criteria
36: EX-34.28B Attestation Report on Assessment of Compliance HTML 25K
with Servicing Criteria
22: EX-34.3 Attestation Report on Assessment of Compliance HTML 152K
with Servicing Criteria
23: EX-34.4 Attestation Report on Assessment of Compliance HTML 20K
with Servicing Criteria
24: EX-34.5 Attestation Report on Assessment of Compliance HTML 19K
with Servicing Criteria
25: EX-34.6 Attestation Report on Assessment of Compliance HTML 26K
with Servicing Criteria
26: EX-34.7 Attestation Report on Assessment of Compliance HTML 31K
with Servicing Criteria
27: EX-34.9A Attestation Report on Assessment of Compliance HTML 21K
with Servicing Criteria
28: EX-34.9B Attestation Report on Assessment of Compliance HTML 26K
with Servicing Criteria
37: EX-35.1 Servicer Compliance Statement HTML 278K
38: EX-35.2 Servicer Compliance Statement HTML 196K
39: EX-35.3 Servicer Compliance Statement HTML 64K
40: EX-35.4 Servicer Compliance Statement HTML 21K
41: EX-35.6A Servicer Compliance Statement HTML 36K
42: EX-35.6B Servicer Compliance Statement HTML 36K
2: EX-31 Certification -- §302 - SOA'02 HTML 18K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
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☒ |
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
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☐ |
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 issuing entity)
(Central Index Key Number of issuing entity)
CD 2017-CD5 Mortgage Trust
(Exact name of issuing entity as specified in its charter)
(Commission File Number of depositor)
(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)
Citigroup Global Markets Realty Corp.
(Central Index Key Number: 0001541001)
(Exact name of sponsor as specified in its charter)
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82-2599112 |
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82-2726539 |
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New York |
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82-6572703 |
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(State or other jurisdiction of |
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(I.R.S. Employer Identification No.) |
c/o Citibank, N.A.
388 Greenwich Street, 14th Floor
(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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which |
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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. ☐ 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. ☐ 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.
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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.
3
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
The property securing the General Motors Building mortgage loan constitutes a significant obligor within the meaning of Item 1101(k)(2) of Regulation AB and as disclosed in the prospectus for CD 2017-CD5 Mortgage Trust filed on August 15, 2017. With respect to the property securing the General Motors Building mortgage loan, the most recent unaudited net operating income was $179,921,263 for the period from January 1, 2021 through December 31, 2021.
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.
Item 1117 of Regulation AB
Disclosure from Wells Fargo Bank, National Association (“Wells Fargo Bank”) (i) as custodian for the General Motors Building mortgage loan under the BXP 2017-GM TSA, (ii) as trustee and custodian for the Olympic Tower mortgage loan under the Olympic Tower 2017-OT TSA, (iii) as custodian for the 245 Park Avenue mortgage loan under the 245 Park Avenue Trust 2017-245P TSA, (iv) as trustee and custodian for the Starwood Capital Group Hotel Portfolio mortgage loan under the DBJPM 2017-C6 PSA and (v) as custodian for the Gurnee Mills mortgage loan under the CSAIL 2016-C7 PSA:
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
4
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 15, 2017 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.
The report on assessment of compliance with applicable servicing criteria furnished pursuant to Item 1122 of Regulation AB by AEGON USA Realty Advisors, LLC (“Aegon” or the “Company”), (i) as special servicer for the General Motors Building mortgage loan under the BXP 2017-GM TSA and (ii) as special servicer for the 245 Park Avenue mortgage loan under the 245 Park Avenue Trust 2017-245P TSA, discloses that a material instance of noncompliance occurred, as described below:
The Company has identified an instance of material noncompliance with the following servicing criterion during the Reporting Period of the Platform:
1122(d)(3)(i): Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements.
For the only active special serviced deal during the reporting period subject to Item 1122(d)(3)(i)(A), the report to the investors was not prepared in accordance with the timeframes and other terms set forth in the transaction agreements for the period of January 1, 2021 to January, 21, 2021.
The identified instance of material noncompliance did not involve the servicing of the assets backing the asset-backed securities covered in this Form 10-K. Aegon provided the following additional information regarding such material instance of noncompliance:
“The examination performed by PWC, enclosed in this submission, identified an instance of material noncompliance with the servicing criteria set forth in Item 1122(d)(3)(i)(A) of Regulation AB applicable to the Company during year ended December 31, 2021. More specifically, for the only active special serviced deal subject to Item 1122(d)(3)(i)(A), the report to the investors was not prepared in accordance with the timeframes and other terms set forth in the transaction agreements for the period of January 1, 2021 to January 21, 2021. UBSCM 2017-C4 is the specific deal related to the aforementioned finding. No other deals within Aegon’s CMBS special servicing portfolio were related to or impacted by this instance of non-compliance.
Management acknowledges the timeframe for reporting for this active special serviced deal was missed by two days. Despite the timing discrepancy, there was no impact on any investor reporting, issuing, or servicing. No additional testing was available for this particular criteria due to the downsizing of the CMBS portfolio given Aegon’s pending exit from the business line.”
Item 1123 of Regulation AB
The servicer compliance statements are attached hereto under Item 15.
5
PART IV
Item 15. Exhibits and Financial Statement Schedules.
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(a) |
List the following documents filed as a part of the report: |
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(1) |
Not Applicable |
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(2) |
Not Applicable |
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(3) |
Exhibits listed below are either included or incorporated by reference as indicated below: |
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Exhibit Number |
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Description |
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4.1 |
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4.2 |
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4.3 |
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1 |
The General Motors Building mortgage loan, which represented approximately 10.7% 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 General Motors Building mortgage loan and the related companion loan(s) are serviced pursuant to the BXP 2017-GM TSA. Effective as of July 26, 2021, AEGON USA Realty Advisors, LLC was terminated as the special servicer under the BXP 2017-GM TSA and Argentic Services Company LP has been appointed to act as successor special servicer under the BXP 2017-GM TSA, as disclosed in the Current Report on Form 8-K filed by the registrant on July 26, 2021 under Commission File No. 333-207132-12. |
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2 |
The Olympic Tower mortgage loan, which represented approximately 6.4% 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 Olympic Tower mortgage loan and the related companion loan(s) are serviced pursuant to the Olympic Tower 2017-OT TSA. |
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3 |
The 245 Park Avenue mortgage loan, which represented approximately 5.5% 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 245 Park Avenue mortgage loan and the related companion loan(s) are serviced pursuant to the 245 Park Avenue Trust 2017-245P TSA. Effective as of April 13, 2021, AEGON USA Realty Advisors, LLC was terminated as the special servicer under the 245 Park Avenue Trust 2017-245P TSA and Situs Holdings, LLC has been appointed to act as successor special servicer under the 245 Park Avenue Trust 2017-245P TSA, as disclosed in the Current Report on Form 8-K filed by the registrant on April 13, 2021 under Commission File No. 333-207132-12. |
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4.5 |
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4.6 |
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31 |
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33 |
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Reports on assessment of compliance with servicing criteria for asset-backed securities.6 |
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4 |
The Starwood Capital Group Hotel Portfolio mortgage loan, which represented approximately 4.3% 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 Starwood Capital Group Hotel Portfolio mortgage loan and the related companion loan(s) are serviced pursuant to the DBJPM 2017-C6 PSA. |
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5 |
The Gurnee Mills 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 Gurnee Mills mortgage loan and the related companion loan(s) are serviced pursuant to the CSAIL 2016-C7 TSA. |
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6 |
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) Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and special servicer for the Starwood Capital Group Hotel Portfolio mortgage loan under the DBJPM 2017-C6 PSA and (ii) Pentalpha Surveillance LLC, as operating advisor under the DBJPM 2017-C6, are not included in this report on Form 10-K because each of Midland Loan Services, a Division of PNC Bank, National Association and Pentalpha Surveillance 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 BXP 2017-GM TSA, the Olympic Tower 2017-OT TSA, the 245 Park Avenue Trust 2017-245P TSA, the DBJPM 2017-C6 PSA and the CSAIL 2016-C7 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. |
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33.1 |
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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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33.10b |
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33.11 |
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33.12 |
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33.13 |
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33.14a |
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33.14b |
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33.15 |
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33.16a |
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33.17 |
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33.26 |
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33.28a |
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33.29 |
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Attestation reports on assessment of compliance with servicing criteria for asset-backed securities. |
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34.9b |
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34.10a |
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34.11 |
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34.13 |
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34.14a |
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34.14b |
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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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34.18a |
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34.18b |
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34.19 |
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34.21 |
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34.22 |
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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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34.30a |
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34.30b |
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34.31 |
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35 |
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Servicer compliance statements.7 |
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35.1 |
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Servicer compliance statement, Wells Fargo Bank, National Association, as master servicer |
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35.2 |
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Servicer compliance statement, Rialto Capital Advisors, LLC, as special servicer |
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7 |
This annual report on Form 10-K does not include the servicer compliance statements of (i) KeyBank National Association, as master servicer and as special servicer for the Olympic Tower mortgage loan under the Olympic Tower 2017-OT TSA, (ii) Situs Holdings, LLC, as special servicer for the 245 Park Avenue mortgage loan on and after April 13, 2021 under the 245 Park Avenue Trust 2017-245P TSA and (iii) Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and special servicer for the Starwood Capital Group Hotel Portfolio mortgage loan under the DBJPM 2017-C6 PSA, because each of KeyBank National Association, Situs Holdings LLC and Midland Loan Services, a Division of PNC 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 BXP 2017-GM TSA, the Olympic Tower 2017-OT TSA, the 245 Park Avenue Trust 2017-245P TSA, the DBJPM 2017-C6 PSA and the CSAIL 2016-C7 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. |
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35.3 |
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Servicer compliance statement, Citibank, N.A., as certificate administrator |
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35.4 |
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Servicer compliance statement, Berkadia Commercial Mortgage LLC, as servicing function participant |
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35.5 |
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35.6a |
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35.6b |
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35.7 |
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35.8 |
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35.9 |
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35.10 |
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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. |
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(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.
Date: March 30, 2022
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Citigroup Commercial Mortgage Securities Inc. |
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(Depositor) |
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/s/ Richard Simpson |
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Richard Simpson, President |
13
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/30/22 | 10-D, ABS-EE | ||
| For Period end: | 12/31/21 | |||
| 7/26/21 | 8-K | |||
| 4/13/21 | 8-K | |||
| 1/21/21 | ||||
| 1/1/21 | ||||
| 8/15/17 | 424B2, 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/15/17 CD 2017-CD5 Mortgage Trust 8-K:8,9 8/15/17 20:41M Nuvo Group, Inc./FA |