**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, 2022OR**

**//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 issuingentity: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 Wells Fargo Bank, N.A.**

**9062 Old Annapolis Road**

** Columbia, MD**

**(Address of principal executive offices)**

 

**21045**

**(Zip Code)**

 

**Telephone number, including area code:**

**(410) 884‐2000**

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 has electednot to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Ex­changeAct.

 

Notapplicable.

 

Indicateby check mark whether the registrant has filed a report on and attestation toits management’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 periodpursuant to §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 bynon-affiliates computed by reference to the price at which the common equitywas last sold, or the average bid and asked price of such common equity, as ofthe last business day of the registrant's most recently completed second fiscalquarter.

 

  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**

 

Except as set forth below, each of theparties to each pooling and servicing agreement listed in the Exhibit Indexboth (1) participates in the servicing function for purposes of Item 1122 ofRegulation AB and (2) constitutes a servicer that meets the criteria in Item1108(a)(2)(i) through (iii) of Regulation AB for purposes of Item 1123 ofRegulation AB:

 

• The trustee under a pooling and servicingagreement has a nominal role with respect to the mortgage pool securitizedpursuant to such pooling and servicing agreement. The trustee’s only servicingfunction is the contingent obligation to make certain advances if the masterservicer under such pooling and servicing agreement fails to do so, while allother servicing functions are performed by other parties. The trustee undereach of the pooling and servicing agreements listed in the Exhibit Index hasconfirmed to the registrant that it has not made any such contingent advancesduring the reporting period, and consequently, each such trustee does notparticipate in the servicing function for purposes of Item 1122 of RegulationAB, nor does it perform the functions of a servicer for purposes of the definitionof “servicer” under Item 1101 of Regulation AB or for purposes of Item 1123 ofRegulation AB.

 

• The operating advisor under a pooling andservicing agreement represents the interests of senior certificateholders inthe transaction governed by such pooling and servicing agreement and isresponsible for monitoring the performance of the special servicer under suchpooling and servicing agreement and producing certain reports tocertificateholders relating to the resolution of the mortgage pool securitizedpursuant to such pooling and servicing agreement. While the operating advisorunder a pooling and servicing agreement has certain reporting obligations inrespect of the related mortgage pool, it has no obligation to collect ordisburse funds in respect of the mortgage pool or to administer any of theunderlying mortgage loans.  Consequently, the operating advisor under apooling and servicing agreement participates in the servicing function forpurposes 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 special servicer under theMSBAM 2012-C6 pooling and servicing agreement. In October 2018, Midland LoanServices, a Division of PNC Bank, National Association was replaced as specialservicer under the MSBAM 2012-C6 pooling and servicing agreement and wassucceeded by LNR Partners, LLC.

 

• Midland Loan Services, a Division of PNC Bank, NationalAssociation was, until September 1, 2022, the special servicer under the MSBAM2012-C6 pooling and servicing agreementwith respect to the El Centro Hotel Portfolio mortgage loan. TheEl Centro Hotel Portfolio mortgage loan was paid in full on September 1, 2022.In May 2020, LNR Partners, LLC was replaced as special servicer under the MSBAM2012-C6 pooling and servicing agreement with respect to such mortgage loan andwas succeeded by Midland Loan Services, a Division of PNC Bank, NationalAssociation.Because MidlandLoan Services, a Division of PNC Bank, National Association is not the MSBAM2012-C6 special servicer, is not affiliated with any sponsor and serviced onlythe El Centro Hotel Portfolio mortgage loan, which constituted less than 5% ofthe mortgagepool, MidlandLoan Services, a Division of PNC Bank, National Association, does notconstitute a reporting “servicing function participant” for purposes of Item1122 of Regulation AB, as specified in the Instruction 3 to Item 1122, and doesnot constitute a reporting “servicer” for purposes of Item 1123 of RegulationAB, as specified in the Instruction to Item 1123.

 

In addition, each of the following parties engaged the services ofcertain servicing function participants and sub-servicers for the reportingperiod, as set forth below:• Wells Fargo Bank, National Association, as master servicer, engaged theservices of CoreLogic Solutions, LLC as a servicing function participant inrespect of the entire mortgage pool for the reporting period.

 

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

 

| **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.**    |
|              | 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 loan constitutesa significant obligor within the meaning of 1101(k)(2) of Regulation AB. Themost recent unaudited net operating income of the significant obligor for the2022 fiscal year is $11,342,626.34.

 

**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 byCommerzbank AG in the Southern District of New York and by IKB Internationaland IKB Deutsche Industriebank in New York state court. In each case, theplaintiffs allege that Wells Fargo Bank, N.A., as trustee, caused losses toinvestors, and plaintiffs assert causes of action based upon, among otherthings, the trustee’s alleged failure to notify and enforce repurchaseobligations of mortgage loan sellers for purported breaches of representationsand warranties, notify investors of alleged events of default, and abide byappropriate standards of care following alleged events of default. In July2022, the district court dismissed Phoenix Light’s claims and certain of theclaims asserted by Commerzbank AG, and subsequently entered judgment in eachcase in favor of Wells Fargo Bank, N.A. In August 2022, Phoenix Light andCommerzbank AG appealed the district court’s decision to the United StatesCourt of Appeals for the Second Circuit. 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. Inaddition, Park Royal I LLC and Park Royal II LLC have filed substantiallysimilar lawsuits in New York state court alleging Wells Fargo Bank, N.A., astrustee, failed to take appropriate actions upon learning of defective mortgageloan documentation.

Inthe last several years, U.S. Bank National Association (“U.S. Bank”) and otherlarge financial institutions have been sued in their capacity as trustee orsuccessor trustee for certain residential mortgage backed securities("RMBS") trusts.  The complaints, primarily filed by investorsor investor groups against U.S. Bank and similar institutions, allege thetrustees caused losses to investors as a result of alleged failures by thesponsors, mortgage loan sellers and servicers to comply with the governingagreements for these RMBS trusts.  Plaintiffs generally assert causes ofaction based upon the trustees’ purported failures to enforce repurchaseobligations of mortgage loan sellers for alleged breaches of representationsand warranties, notify securityholders of purported events of default allegedlycaused by breaches of servicing standards by mortgage loan servicers and abideby a heightened standard of care following alleged events of 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.Bank cannot assure you as to the outcome of any of the litigation, or thepossible impact 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 trusteeand successor special servicer, and three other institutions in theirrespective transaction capacities, with respect to the DSTs and the Student Loans. This lawsuit is captioned The National Collegiate Student Loan Master Trust I,et al. 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,alleged that the DSTs have been harmed as a result of purported misconduct oromissions by the defendants concerning administration of the trusts and specialservicing of the Student Loans.  Since the filing of the NCMSLT Action,certain Student Loan borrowers have made assertions against U.S. Bankconcerning special servicing that appear to be based on certain allegationsmade on behalf of the DSTs in the NCMSLT Action.

 

U.S.Bank believes that it has performed its obligations as indenture trustee and specialservicer in good faith and in compliance in all material respects with theterms of the agreements governing the DSTs (the “Governing Agreements”), andaccordingly that the claims against it in the NCMSLT Action are withoutmerit.  

 

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 Courtentered an order consolidating for pretrial purposes the NCMSLT Action andthree other lawsuits pending in the Delaware Court of Chancery concerning theDSTs and the Student Loans (the “Consolidated Action”).  U.S. Bank andother parties to the Consolidated Action have briefed and argued motions forjudgment on the pleadings pursuant to Chancery Court Rule 12(c) regardingdisputed issues of contractual interpretation at issue in one or more of thecases comprising the Consolidated Action, including the NCMSLT Action. The Court has not yet ruled on these motions or on U.S. Bank’s dismissal motionin the NCMSLT Action.

 

U.S.Bank intends to continue to defend the NCMSLT Action 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 ofcompliance with 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 assessmentof compliance 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, as ServicingFunction 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 Mortgage CapitalHoldings LLC (filed as Exhibit 99.1 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).

 

(99.2) 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)SecondAmended 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 andComputershare Limited (filed as Exhibit 99.1 to the registrant's Current Reporton Form 8-K filed on November 5, 2021 under SEC File No. 333-180779-01 andincorporated 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: March 29, 2023