**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

**FORM 10‐K**

 

(Mark one)

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

**    For the fiscal year endedDecember 31, 2023OR**

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

**For the transition period from****            ****to****            **

 

 

 

**Commission file number: 333-180779-01**

 

**Central Index Key Number of the issuing entity:0001558013**

 

**Morgan Stanley Bank of America Merrill Lynch Trust2012-C6**

**(exact name of issuing entity as specified in itscharter)**

 

**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 theircharters)**

 

**Central Index Key Number of the sponsor: 0001102113**

 

**Bank of America, National Association**

**(exact names of the sponsors as specified in theircharters)**

 

| **New York**                                                        | **38‐3887004  38‐3887005  38‐3887006  38‐7064513  38‐7064514** |
|---------------------------------------------------------------------|----------------------------------------------------------------------------------------------|
| **(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**

Securitiesregistered pursuant to Section 12(b) of the Act:

 

  

| Title of each class | Trading Symbol(s) | Name of each exchange  on which registered |
|---------------------|-------------------|--------------------------------------------|
| None                |              |                                       |

 

 

 

Securitiesregistered pursuant to Section 12(g) of the Act:

 

  NONE.

 

Indicateby check mark if the registrant is a well-known seasoned issuer, as defined inRule 405 of the Securities Act.

 

  Yes___ No X

 

Indicateby check mark if the registrant is not required to file reports pursuant toSection 13 or Section 15(d) of the Act.

 

  Yes___ No X

 

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

 

Indicate by check mark whether the registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.

 

  YesX No ___

 

Indicateby check mark whether the registrant has submitted electronically everyInteractive Data File required to be submitted pursuant to Rule 405 ofRegulation 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 suchfiles).

 

  Notapplicable.

 

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, a non-accelerated filer, a smaller reporting company, oremerging growth company. See the definitions of "large acceleratedfiler", "accelerated filer," "smaller reportingcompany," and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 Largeaccelerated filer ___ Accelerated filer ___ Non-accelerated filer X (Do not check if a smaller reporting company)Smaller reporting company _

 

Emerginggrowth company ___

 

Ifan emerging growth company, indicate by check mark if the registrant haselected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) ofthe Ex­change Act.

 

Notapplicable.

 

Indicateby check mark whether the registrant has filed a report on and attestation to itsmanagement’s assessment of the effectiveness of its internal control overfinancial 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 itsaudit 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

registrantincluded in the filing reflect the correction of an error to previously issuedfinancial statements.

 

Not applicable.

 

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

 

Not applicable.

 

Indicateby check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).

  

  Yes___ No X

 

Statethe aggregate market value of the voting and non-voting common equity held by non-affiliatescomputed by reference to the price at which the common equity was last sold, orthe average bid and asked price of such common equity, as of the last businessday of the registrant's most recently completed second fiscal quarter.

 

  Notapplicable.

 

Indicateby check mark whether the registrant has filed all documents and reportsrequired to be filed by Section 12, 13 or 15(d) of the Securities Exchange Actof 1934 subsequent to the distribution of securities under a plan confirmed bya court.

 

  Notapplicable.

 

Indicatethe number of shares outstanding of each of the registrant's classes of commonstock, as of the latest practicable date.

 

  Notapplicable.

 

DOCUMENTSINCORPORATED BY REFERENCE

 

Listhereunder the following documents if incorporated by reference and the Part ofthe Form 10-K (e.g., Part I, Part II, etc.) into which the document isincorporated: (1)Any annual report to security holders; (2) Any proxy orinformation statement; and (3)Any prospectus filed pursuant to Rule 424(b) or(c) under the Securities Act of 1933. The listed documents should be clearlydescribed for identification purposes (e.g., annual report to security holdersfor fiscal year ended December 24, 1980).

 

  Notapplicable.

 

**EXPLANATORY NOTES**

 

Exceptas set forth below, each of the parties to each pooling and servicing agreementlisted in the Exhibit Index both (1) participates in the servicing function forpurposes of Item 1122 of Regulation AB and (2) constitutes a servicer thatmeets the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB forpurposes of Item 1123 of Regulation AB:

 

• The trustee undera pooling and servicing agreement has a nominal role with respect to themortgage pool securitized pursuant to such pooling and servicing agreement. Thetrustee’s only servicing function is the contingent obligation to make certainadvances if the master servicer under such pooling and servicing agreementfails to do so, while all other servicing functions are performed by otherparties. The trustee under each of the pooling and servicing agreements listedin the Exhibit Index has confirmed to the registrant that it has not made anysuch contingent advances during the reporting period, and consequently, eachsuch trustee does not participate in the servicing function for purposes ofItem 1122 of Regulation AB, nor does it perform the functions of a servicer forpurposes of the definition of “servicer” under Item 1101 of Regulation AB orfor purposes of Item 1123 of Regulation AB.

 

• The operatingadvisor under a pooling and servicing agreement represents the interests of seniorcertificateholders in the transaction governed by such pooling and servicingagreement and is responsible for monitoring the performance of the specialservicer under such pooling and servicing agreement and producing certainreports to certificateholders relating to the resolution of the mortgage poolsecuritized pursuant to such pooling and servicing agreement. While theoperating advisor under a pooling and servicing agreement has certain reportingobligations in respect of the related mortgage pool, it has no obligation tocollect or disburse funds in respect of the mortgage pool or to administer anyof the underlying mortgage loans.  Consequently, the operating advisorunder a pooling and servicing agreement participates in the servicing functionfor purposes of Item 1122 of Regulation AB, but is not responsible for the“management or collection of the pool assets or making allocations ordistributions to holders of the asset-backed securities” within the meaning of“servicer” under Item 1101 of Regulation AB and does not perform the functionsof a servicer for purposes of Item 1123 of Regulation AB.

 

• LNR Partners, LLC is the current specialservicer under the MSBAM 2012-C6 pooling and servicing agreement. In October2018, Midland Loan Services, a Division of PNC Bank, National Association wasreplaced as special servicer under the MSBAM 2012-C6 pooling and servicingagreement and was succeeded by LNR Partners, LLC.

 

In addition, each of the following partiesengaged the services of certain servicing function participants andsub-servicers for the reporting period, as set forth below:

• Wells Fargo Bank, National Association,as master servicer, engaged the services of CoreLogic Solutions, LLC as aservicing function participant in respect of the entire mortgage pool for thereporting period.

 

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

 

**ADDITIONALDISCLOSURE ITEMS FOR REGULATION AB**

 

**Item1112(b) of Regulation AB, Significant Obligor Financial Information.**

 

Themortgaged property securing the 1880 Broadway/15 Central Park West Retail loanconstitutes a significant obligor within the meaning of 1101(k)(2) ofRegulation AB.  The 1880 Broadway/15 Central Park West Retail loan is indefault, and judicial foreclosure proceedings have been instituted against therelated borrower.  The information required for this Item 1112(b)(1) rests withthe related borrower, which is a person or entity that is not affiliated withthe registrant.  Oral and written requests have been made on behalf of theregistrant, to the extent required under the related pooling and servicingagreement, to obtain the information required for this Item 1112(b)(1), and theregistrant has been unable to obtain such information to include on this Form 10-Kby the related filing deadline.  The information is therefore being omittedherefrom in reliance on Rule 12b-21 under the Securities Exchange Act of 1934,as amended.

 

**Item1114(b)(2) of Regulation AB, Significant Enhancement Provider FinancialInformation.**

 

Noentity or group of affiliated entities provides any enhancement or othersupport for the certificates as described under Item 1114 (a) of Regulation AB.

 

**Item1115(b) of Regulation AB, Certain Derivatives Instruments (FinancialInformation).**

 

Noentity or group of affiliated entities provides any derivative instruments forthe certificates as described under Item 1115 of Regulation AB.

 

**Item1117 of Regulation AB, Legal Proceedings.**

 

The registrant knows of no legal proceeding pendingagainst the sponsors, depositor, trustee, issuing entity, servicer contemplatedby Item 1108(a)(3) of Regulation AB, originator contemplated by Item 1110(b) ofRegulation 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 tosecurity holders, other than as follows:In December 2014, Phoenix Light SF Limited (Phoenix Light) and certain relatedentities filed a complaint in the United States District Court for the SouthernDistrict of New York alleging claims against Wells Fargo Bank, N.A., in itscapacity as trustee for a number of residential mortgage-backed securities (RMBS)trusts. Complaints raising similar allegations have been filed by CommerzbankAG in the Southern District of New York, IKB International and IKB DeutscheIndustriebank (together, IKB) in New York state court, and Park Royal I LLC andPark Royal II LLC in New York state court. In each case, the plaintiffs allegethat Wells Fargo Bank, N.A., as trustee, caused losses to investors, andplaintiffs assert causes of action based upon, among other things, thetrustee’s alleged failure to notify and enforce repurchase obligations ofmortgage loan sellers for purported breaches of representations and warranties,notify investors of alleged events of default, and abide by appropriatestandards of care following alleged events of default. In July 2022, the districtcourt dismissed Phoenix Light’s claims and certain of the claims asserted byCommerzbank AG, and subsequently entered judgment in each case in favor ofWells Fargo Bank, N.A. In August 2022, Phoenix Light and Commerzbank AG eachappealed the district court’s decision to the United States Court of Appealsfor the Second Circuit. Phoenix Light dismissed its appeal in May 2023,terminating its case. In November 2023, Wells Fargo Bank, N.A. entered into anagreement with IKB to resolve IKB’s claims. Wells Fargo Bank, N.A. previouslysettled two class actions filed by institutional investors and an action filedby the National Credit Union Administration with similar allegations.

U.S.Bank National Association (“U.S. Bank”) and other large financial institutionshave been sued in their capacity as trustee or successor trustee for certainresidential mortgage backed securities ("RMBS") trusts. Thecomplaints, primarily filed by investors or investor groups against U.S. Bankand similar institutions, allege the trustees caused losses to investors as aresult of alleged failures by the sponsors, mortgage loan sellers and servicersto comply with the governing agreements for these RMBS trusts. Plaintiffsgenerally assert causes of action based upon the trustees’ purported failuresto enforce repurchase obligations of mortgage loan sellers for alleged breachesof representations and warranties, notify securityholders of purported eventsof default allegedly caused by breaches of servicing standards by mortgage loanservicers and abide by a heightened standard of care following alleged eventsof default.

 

U.S.Bank denies liability and believes that it has performed its obligations underthe RMBS trusts in good faith, that its actions were not the cause of losses toinvestors, that it has meritorious defenses, and it has contested and intendsto continue contesting the plaintiffs’ claims vigorously. However, U.S. Bankcannot assure you as to the outcome of any of the litigation, or the possibleimpact of these litigations on the trustee or the RMBS trusts.

 

OnMarch 9, 2018, a law firm purporting to represent fifteen Delaware statutorytrusts (the “DSTs”) that issued securities backed by student loans (the“Student Loans”) filed a lawsuit in the Delaware Court of Chancery against U.S.Bank National Association (“U.S. Bank”) in its capacities as indenture trustee andsuccessor special servicer, and three other institutions in their respectivetransaction capacities, with respect to the DSTs and the Student Loans. Thislawsuit is captioned The National Collegiate Student Loan Master Trust I, etal. v. U.S. Bank National Association, et al., C.A. No. 2018-0167-JRS (Del.Ch.) (the “NCMSLT Action”). The complaint, as amended on June 15, 2018, allegedthat the DSTs have been harmed as a result of purported misconduct or omissionsby the defendants concerning administration of the trusts and special servicingof the Student Loans. Since the filing of the NCMSLT Action, certain StudentLoan borrowers have made assertions against U.S. Bank concerning specialservicing that appear to be based on certain allegations made on behalf of theDSTs in the NCMSLT Action.

 

U.S.Bank has filed a motion seeking dismissal of the operative complaint in itsentirety with prejudice pursuant to Chancery Court Rules 12(b)(1) and 12(b)(6)or, in the alternative, a stay of the case while other prior filed disputesinvolving the DSTs and the Student Loans are litigated. On November 7, 2018,the Court ruled that the case should be stayed in its entirety pendingresolution of the first-filed cases. On January 21, 2020, the Court entered anorder consolidating for pretrial purposes the NCMSLT Action and three otherlawsuits pending in the Delaware Court of Chancery concerning the DSTs and theStudent Loans, which remains pending.

 

U.S.Bank denies liability in the NCMSLT Action and believes it has performed itsobligations as indenture trustee and special servicer in good faith and incompliance in all material respects with the terms of the agreements governingthe DSTs and that it has meritorious defenses. It has contested and intends tocontinue contesting the plaintiffs’ claims vigorously.

 

**Item1119 of Regulation AB, Affiliations and Certain Relationships and RelatedTransactions.**

 

Theinformation regarding this Item has been provided previously in an annualreport on Form 10-K of the issuing entity or in the prospectus of the issuingentity filed in a 424(b)(5) filing dated October 15, 2012.

 

**Item1122 of Regulation AB, Compliance with Applicable Servicing Criteria.**

 

Thereports on assessment of compliance with the servicing criteria forasset-backed securities and the related attestation reports on such assessmentsof compliance are attached hereto under Item 15.

 

 

**Item1123 of Regulation AB, Servicer Compliance Statement.**

 

Theservicer compliance statements are attached hereto under Item 15.

 

**PART IV**

 

**Item15. Exhibits, Financial Statement Schedules.**

 

(a)           Exhibits.

 

(4.1)        Pooling and Servicing Agreement, dated as of October 1,2012, between Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank,National Association, as master servicer, custodian, certificate administrator,certificate registrar and authenticating agent, Midland Loan Services, aDivision of PNC Bank, National Association, as special servicer, SitusHoldings, LLC, as trust advisor, and U.S. Bank National Association, as trustee(filed as Exhibit 4.1 to the registrant's Current Report on Form 8-K/A filed onNovember 16, 2012 under SEC File No. 333-180779-01 and incorporated byreference herein).

 

(31)        Rule13a-14(d)/15d-14(d) Certification.

 

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

 

33.1         Wells Fargo Bank, National Association, as CertificateAdministrator

 

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

 

33.3         Wells Fargo Bank, National Association, as Custodian

 

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

 

33.5         Wells Fargo Bank, National Association, as MasterServicer

 

33.6         LNR Partners, LLC, as Special Servicer

 

33.7         Situs Holdings, LLC, as Operating Advisor

 

33.8         CoreLogic Solutions, LLC, as Servicing FunctionParticipant

 

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

 

34.1         Wells Fargo Bank, National Association, as CertificateAdministrator

 

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

 

34.3         Wells Fargo Bank, National Association, as Custodian

 

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

 

34.5         Wells Fargo Bank, National Association, as MasterServicer

 

34.6         LNR Partners, LLC, as Special Servicer

 

34.7         Situs Holdings, LLC, as Operating Advisor

 

34.8         CoreLogic Solutions, LLC, as Servicing FunctionParticipant

 

(35)        Servicer compliance statement.

 

35.1         Wells Fargo Bank, National Association, as CertificateAdministrator

 

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

 

35.3         Wells Fargo Bank, National Association, as Custodian

 

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

 

35.5         Wells Fargo Bank, National Association, as MasterServicer

 

35.6         LNR Partners, LLC, as Special Servicer

 

(99.1)      Mortgage Loan Purchase Agreement, dated as of October3, 2012, between Morgan Stanley Capital I Inc. and Morgan Stanley MortgageCapital Holdings LLC (filed as Exhibit 99.1 to the registrant's Current Reporton Form 8-K filed on October 12, 2012 under SEC File No. 333-180779-01 andincorporated by reference herein).

 

(99.2)       Mortgage Loan Purchase Agreement, dated as of October3, 2012, between Morgan Stanley Capital I Inc. and Bank of America, NationalAssociation (filed as Exhibit 99.2 to the registrant's Current Report on Form8-K filed on October 12, 2012 under SEC File No. 333-180779-01 and incorporatedby reference herein).

 

(99.3)      Second Amended and Restated Servicing Agreement,effective as of October 31, 2021, between Wells Fargo Bank, N.A., Wells FargoDelaware Trust Company, N.A., Computershare Trust Company, N.A., ComputershareDelaware Trust Company and Computershare Limited (filed as Exhibit 99.1 to theregistrant's Current Report on Form 8-K filed on November 5, 2021 under SECFile No. 333-180779-01 and incorporated by reference herein).

 

(b)          See (a) above.

 

(c)           Not Applicable.

** **

**SIGNATURES**

 

Pursuantto the requirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

 

MorganStanley Capital I Inc.

(Depositor)

 

By:/s/ Jane Lam

JaneLam, President

(seniorofficer in charge of securitization of the depositor)

 

Date: April 1, 2024