8-K 1 q1100310_8k-ubsciti.htm Unassociated Document
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 (Date of earliest event reported)   December 28, 2011
 
 
UBS-Citigroup Commercial Mortgage Trust 2011-C1
  
 
(Exact name of issuing entity)
  
 
 
Citigroup Commercial Mortgage Securities Inc.
  
(Exact name of the depositor as specified in its charter)
 
 
UBS Real Estate Securities Inc.
  
 
Natixis Real Estate Capital LLC
  
(Exact name of sponsors as specified in their charters)
 
Delaware
333-166711-01
86-1073506
(State or other jurisdiction
of incorporation of depositor)
(Commission File Number
of issuing entity)
(IRS Employer Identification
No. of depositor)
 
388 Greenwich Street
New York, New York
  
 
10013
(Address of principal executive offices of depositor)
  
(Zip Code of depositor)
 
Depositor’s telephone number, including area code (212) 816-6000
 
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:
 
[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
Item 9.01.                            Financial Statements, Pro Forma Financial Information and Exhibits.
 
In connection with the offering of commercial mortgage-backed securities contemplated by the Prospectus Supplement dated December 9, 2011 to the Prospectus dated December 9, 2011, as filed by the Registrant on December 28, 2011, the Registrant is attaching as exhibits to this Form 8-K the related Underwriting Agreement, Mortgage Loan Purchase Agreements and Primary Servicing Agreement.
 
(d)           Exhibits
 
Exhibit 1
Underwriting Agreement, dated as of December 9, 2011, by and among Citigroup Commercial Mortgage Securities Inc., as depositor, and UBS Securities LLC, Citigroup Global Markets Inc., Natixis Securities Americas LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc. and Morgan Stanley & Co. LLC, as underwriters.
   
Exhibit 10.1
Mortgage Loan Purchase Agreement, dated as of December 22, 2011, between UBS Real Estate Securities Inc. and Citigroup Commercial Mortgage Securities Inc., pursuant to which UBS Real Estate Securities Inc. sold certain mortgage loans to Citigroup Commercial Mortgage Securities Inc.
   
Exhibit 10.2
Mortgage Loan Purchase Agreement, dated as of December 22, 2011, between Natixis Real Estate Capital LLC and Citigroup Commercial Mortgage Securities Inc., pursuant to which Natixis Real Estate Capital LLC sold certain mortgage loans to Citigroup Commercial Mortgage Securities Inc.
   
Exhibit 10.3
Primary Servicing Agreement, dated as of December 1, 2011, between Wells Fargo Bank, National Association, as master servicer, and Midland Loan Services, a Division of PNC Bank, National Association, as primary servicer.
 
 
 
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the depositor has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
Date: December 28, 2011
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC.
   
 
     By: 
/s/ Richard W. Simpson
   
Name: Richard W. Simpson
   
Title: Vice President  
 
 
 
 
 
INDEX TO EXHIBITS
 
Item 601(a) of Regulation S-K Exhibit No.
  
Description
  
Paper (P) or
Electronic (E)
1
  
Underwriting Agreement, dated as of December 9, 2011, by and among Citigroup Commercial Mortgage Securities Inc., as depositor, and UBS Securities LLC, Citigroup Global Markets Inc., Natixis Securities Americas LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc. and Morgan Stanley & Co. LLC, as underwriters.
  
(E)
         
10.1
  
Mortgage Loan Purchase Agreement, dated as of December 22, 2011, between UBS Real Estate Securities Inc. and Citigroup Commercial Mortgage Securities Inc., pursuant to which UBS Real Estate Securities Inc. sold certain mortgage loans to Citigroup Commercial Mortgage Securities Inc.
  
(E)
         
10.2
  
Mortgage Loan Purchase Agreement, dated as of December 22, 2011, between Natixis Real Estate Capital LLC and Citigroup Commercial Mortgage Securities Inc., pursuant to which Natixis Real Estate Capital LLC sold certain mortgage loans to Citigroup Commercial Mortgage Securities Inc.
  
(E)
         
10.3
  
Primary Servicing Agreement, dated as of December 1, 2011, between Wells Fargo Bank, National Association, as master servicer, and Midland Loan Services, a Division of PNC Bank, National Association, as primary servicer.