**UNITED STATES**

**SECURITIES 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, 2021 OR**

**//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, an acceleratedfiler, a non-accelerated filer, a smaller reporting company, or emerging growthcompany. See the definitions of "large accelerated filer","accelerated filer," "smaller reporting company," 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 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.

 

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 thedefinition of “servicer” under Item 1101 of Regulation AB or for purposes ofItem 1123 of Regulation 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 is the current special servicer under the MSBAM 2012-C6 pooling andservicing agreementwithrespect to the El Centro Hotel Portfolio mortgage loan. In May 2020, LNRPartners, LLC was replaced as special servicer under the MSBAM 2012-C6 poolingand servicing agreement with respect to such mortgage loan and was succeeded byMidland Loan Services, a Division of PNC Bank, National Association.Because Midland Loan Services, a Divisionof PNC Bank, National Association is not the MSBAM 2012-C6 special servicer, isnot affiliated with any sponsor and services only the El Centro Hotel Portfoliomortgage loan, which constitutes less than 5% of the mortgagepool, Midland Loan Services, a Division ofPNC Bank, National Association, does not constitute a reporting “servicingfunction participant” for purposes of Item 1122 of Regulation AB, as specifiedin the Instruction 3 to Item 1122, and does not constitute a reporting“servicer” for purposes of Item 1123 of Regulation AB, as specified in theInstruction to Item 1123.

 

• National Tax Search, LLC merged into CoreLogic Solutions, LLC in2021. CoreLogic Solutions, LLC’s report on assessment of compliance withservicing criteria and registered public accounting firm attestation report, ineach case provided pursuant to Item 1122 of Regulation AB, also relate toNational Tax Search, LLC’s platform for the reporting period.

 

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 and National Tax Search, LLC, in each caseas a servicing function participant in respect of the entire mortgage pool forthe 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.**  | **Selected Financial Data.**                                                                                        |
|              | 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.                                                                                                               |
|              |                                                                                                                |   |

 

| **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 most recent unaudited net operating income of thesignificant obligor for the 2021 fiscal year is $11,282,198.65.

 

**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 and certain related entities and theNational Credit Union Administration (NCUA) filed complaints in the UnitedStates District Court for the Southern District of New York against Wells FargoBank, alleging claims against Wells Fargo Bank in its capacity as trustee for anumber of residential mortgage-backed securities trusts. Complaints raisingsimilar allegations have been filed by Commerzbank AG in the Southern Districtof New York and by IKB International and IKB Deutsche Industriebank in New Yorkstate court. In each case, the plaintiffs allege that Wells Fargo Bank, astrustee, caused losses to investors, and plaintiffs assert causes of actionbased upon, among other things, the trustee’s alleged failure to notify andenforce repurchase obligations of mortgage loan sellers for purported breachesof 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 similarallegations that were filed in November 2014 and December 2016 by institutionalinvestors 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 filedcomplaints in New York state court alleging Wells Fargo Bank, N.A., as trustee,failed to take appropriate actions upon learning of defective mortgage loandocumentation. In March 2021, the Company entered into an agreement to resolvethe case filed by the NCUA.

In addition to the foregoing cases, in August 2014 andAugust 2015 Nomura Credit & Capital Inc. (“Nomura”) and Natixis Real EstateHoldings, LLC (“Natixis”) filed a total of seven third-party complaints againstWells Fargo Bank in New York state court. In the underlying first-partyactions, Nomura and Natixis have been sued for alleged breaches ofrepresentations and warranties made in connection with residentialmortgage-backed securities sponsored by them. In the third-party actions,Nomura and Natixis allege that Wells Fargo Bank, as master servicer, primaryservicer or securities administrator, failed to notify Nomura and Natixis oftheir own breaches, failed to properly oversee the primary servicers, andfailed to adhere to accepted servicing practices. Natixis additionally allegesthat Wells Fargo Bank failed to perform default oversight duties. Wells FargoBank has asserted counterclaims alleging that Nomura and Natixis failed toprovide Wells Fargo Bank notice of their representation and warranty breaches.

Withrespect to each of the foregoing litigations, Wells Fargo Bank believesplaintiffs' claims are without merit and intends to contest the claimsvigorously, but there can be no assurances as to the outcome of the litigationsor the possible impact of the litigations on Wells Fargo Bank or the relatedRMBS trusts.

 

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 hasperformed its obligations under the RMBS trusts in good faith, that its actionswere not the cause of losses to investors, that it has meritorious defenses,and it has contested and intends to continue contesting the plaintiffs’ claimsvigorously.  However, U.S. Bank cannot assure you as to the outcome of anyof the litigation, or the possible impact of these litigations on the trusteeor the RMBS trusts.  

On March 9, 2018, a law firm purporting to representfifteen Delaware statutory trusts (the “DSTs”) that issued securities backed bystudent loans (the “Student Loans”) filed a lawsuit in the Delaware Court ofChancery against U.S. Bank National Association (“U.S. Bank”) in its capacitiesas indenture trustee and successor special servicer, and three otherinstitutions in their respective transaction capacities, with respect to theDSTs and the Student Loans.  This lawsuit is captioned The NationalCollegiate Student Loan Master Trust I, et al. v. U.S. Bank NationalAssociation, et al., C.A. No. 2018-0167-JRS (Del. Ch.) (the “NCMSLTAction”).  The complaint, as amended on June 15, 2018, alleged that theDSTs have been harmed as a result of purported misconduct or omissions by thedefendants concerning administration of the trusts and special servicing of theStudent 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 theoperative complaint in its entirety with prejudice pursuant to Chancery CourtRules 12(b)(1) and 12(b)(6) or, in the alternative, a stay of the case whileother prior filed disputes involving the DSTs and the Student Loans arelitigated.  On November 7, 2018, the Court ruled that the case should bestayed in its entirety pending resolution of the first-filed cases.  OnJanuary 21, 2020, the Court entered an order consolidating for pretrialpurposes the NCMSLT Action and three other lawsuits pending in the DelawareCourt of Chancery concerning the DSTs and the Student Loans, which remainspending.  

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 in compliancein all material respects with the terms of the agreements governing the DSTsand 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 ofOctober 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)Rule 13a-14(d)/15d-14(d) Certification.

 

(33)Reports on assessment of compliance with servicing criteria for asset-backedsecurities.

 

33.1  Wells FargoBank,National Association, as Certificate Administrator

 

33.2  ComputershareTrustCompany, National Association, as Servicing Function Participant for theCertificate Administrator (from 11/1/21 to 12/31/21)

 

33.3  Wells FargoBank, NationalAssociation, as Custodian

 

33.4  ComputershareTrustCompany, National Association, as Servicing Function Participant for theCustodian (from 11/1/21 to 12/31/21)

 

33.5  Wells FargoBank,National Association, as Master Servicer

 

33.6  LNR Partners,LLC,as Special Servicer

 

33.7  Situs Holdings,LLC,as Operating Advisor

 

33.8  CoreLogicSolutions,LLC, as Servicing Function Participant

 

(34)Attestation reports on assessment of compliance with servicing criteria forasset-backed securities.

 

34.1  Wells FargoBank,National Association, as Certificate Administrator

 

34.2  ComputershareTrustCompany, National Association, as Servicing Function Participant for theCertificate Administrator (from 11/1/21 to 12/31/21)

 

34.3  Wells FargoBank,National Association, as Custodian

 

34.4  ComputershareTrustCompany, National Association, as Servicing Function Participant for theCustodian (from 11/1/21 to 12/31/21) 

 

34.5  Wells FargoBank,National Association, as Master Servicer

 

34.6  LNR Partners,LLC,as Special Servicer

 

34.7  Situs Holdings,LLC,as Operating Advisor

 

34.8  CoreLogicSolutions,LLC, as Servicing Function Participant

 

(35)Servicer compliance statement.

 

35.1  Wells FargoBank,National Association, as Certificate Administrator

 

35.2  ComputershareTrustCompany, National Association, as Servicing Function Participant for theCertificate Administrator (from 11/1/21 to 12/31/21) 

 

35.3  Wells FargoBank,National Association, as Custodian

 

35.4  ComputershareTrustCompany, National Association, as Servicing Function Participant for theCustodian (from 11/1/21 to 12/31/21)

 

35.5  Wells FargoBank,National Association, as Master Servicer

 

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)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, National Association, Computershare Delaware TrustCompany and Computershare Limited (filed as Exhibit 99.1 to the registrant'sCurrent Report on Form 8-K filed on November 5, 2021 under SEC File 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: March 28, 2022