**
 

 

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

 

**FORM 10-K**

 

 

**(Mark one)**
****☒********
**ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE**
 **SECURITIES EXCHANGE ACT OF 1934**
**For the fiscal year ended December 31, 2018**

**or**

 
****☐********
**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**

**333-180779-10**

**(Commission File Number of issuing entity)**

**0001612124**

**(CentralIndex Key Number of issuing entity)**

 

 

**Morgan Stanley Bank of America**

**Merrill Lynch Trust 2014-C17**

**(Exact name of issuing entity as specified in its charter)**

 

 

**333-180779**

**(Commission File Number of depositor)**

**0001547361**

**(CentralIndex Key Number of depositor)**

 

 

**Morgan Stanley Capital I Inc.**

**(Exact name of depositor as specified in its charter)**

 

 

**MorganStanley Mortgage Capital Holdings LLC**

**(Central Index Key number: 0001541557)**

**Bank of America, National Association**

**(Central Index Key number: 0001102113)**

**CIBC Inc.**

**(CentralIndex Key number: 0001548567)**

**(Exact names of sponsors as specified in their charters)**

 

 

 
**New York** 
**47-1769465**

**47-1947014**

**47-1981599**

**47-6562808**

**(State or other jurisdiction of**

**incorporation or organization)**
 
**(I.R.S. Employer**

**Identification No.)**

**c/o Citibank, N.A.**

**388 Greenwich Street, 14th Floor**

**New York, New York**

**(Address of principal executive offices)**

**10013**

**(Zip Code)**

**(212) 816-5693**

**Registrant’s telephone number, including area code**

**Securities registered pursuant to Section 12(b) of the Act:**

**None**

**Securitiesregistered 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 SecuritiesAct.    ☐  Yes    ☒  No 

Indicate by check mark if the registrant is not requiredto file reports pursuant to Section 13 or Section 15(d) of the Act.    ☐  Yes    ☒  No 

Note—Checking the box above will not relieve any registrant required to file reports 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 reports required to be filed by Section 13 or15(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 90days.    ☒  Yes    ☐  No 

Indicate by check mark whether the registrant hassubmitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). 

Not Applicable

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form10-K or any amendment to this Form 10-K.

Not Applicable

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or 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. 

 
Large accelerated filer ☐  Accelerated filer ☐Non-accelerated filer ☒  Smaller reporting company ☐Emerging growth company ☐   
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

NotApplicable 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of theAct).    ☐  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 commonequity, 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 SecuritiesExchange 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 

**DOCUMENTSINCORPORATED BY REFERENCE**

List hereunder the following documents if incorporated by reference and the Part of the Form10-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 filedpursuant 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. 

 

 

 
**

**EXPLANATORY NOTES**

Except as set forth below, each of the parties to each pooling and servicing agreement listed in the Exhibit Index both (1) participates in the servicingfunction for purposes of Item 1122 of Regulation AB and (2) constitutes a servicer that meets the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB for purposes of Item 1123 of Regulation AB: 

 
 • 
The trustee under a pooling and servicing agreement has a nominal role with respect to the mortgage poolsecuritized pursuant to such pooling and servicing agreement. The trustee’s only servicing function is the contingent obligation to make certain advances if the master servicer under such pooling and servicing agreement fails to do so, whileall other servicing functions are performed by other parties. The trustee under each of the pooling and servicing agreements listed in the Exhibit Index has confirmed to the registrant that it has not made any such contingent advances during thereporting period, and consequently, each such trustee does not participate in the servicing function for purposes of Item 1122 of Regulation AB, nor does it perform the functions of a servicer for purposes of the definition of “servicer”under Item 1101 of Regulation AB or for purposes of Item 1123 of Regulation AB. 

 
 • 
The operating advisor under a pooling and servicing agreement represents the interests of seniorcertificateholders in the transaction governed by such pooling and servicing agreement and is responsible for monitoring the performance of the special servicer under such pooling and servicing agreement and producing certain reports tocertificateholders relating to the resolution of the mortgage pool securitized pursuant to such pooling and servicing agreement. While the operating advisor under a pooling and servicing agreement has certain reporting obligations in respect of therelated mortgage pool, it has no obligation to collect or disburse funds in respect of the mortgage pool or to administer any of the underlying mortgage loans. Consequently, the operating advisor under a pooling and servicing agreement participatesin the servicing function for purposes of Item 1122 of Regulation AB, but is not responsible for the “management or collection of the pool assets or making allocations or distributions to holders of the asset-backed securities” within themeaning of “servicer” under Item 1101 of Regulation AB and does not perform the functions of a servicer for purposes of Item 1123 of Regulation AB. 

In addition, each of the following parties engaged the services of certain servicing function participants and sub-servicers for the reporting period, as set forth below: 

 
 • 
Wells Fargo Bank, National Association, as master servicer, engaged the services of CoreLogic Commercial RealEstate Services, Inc. and National Tax Search, LLC, in each case as a servicing function participant in respect of the entire mortgage pool for the reporting period. 

**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 andAnalysis of Financial Condition and Results of Operations.**

Omitted.****

**Item 7A. Quantitative and Qualitative Disclosures About Market Risk.**

Omitted. 

**Item 8. Financial Statements and SupplementaryData.**

Omitted. 

**Item 9. Changes in andDisagreements 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 CertainBeneficial Owners and Management and Related Stockholder Matters.**

Omitted. 

**Item 13. Certain Relationships and Related Transactions, and Director Independence.**

Omitted. 

**Item 14. Principal Accounting Fees andServices.**

Omitted. 

**ADDITIONALDISCLOSURE ITEMS REQUIRED BY GENERAL INSTRUCTION J(2)**

**Item 1112(b) of Regulation AB, Significant Obligor Financial Information.**

Not applicable. 

**Item 1114(b)(2) of Regulation AB,Significant Enhancement Provider Financial Information.**

No entity or group of affiliated entities provides any enhancement or other support for thecertificates as described under Item 1114(a) of Regulation AB. 

**Item 1115(b) of Regulation AB, Certain Derivatives Instruments (FinancialInformation).**

No entity or group of affiliated entities provides any derivative instruments for the certificates as described under Item 1115 ofRegulation AB. 

**Item 1117 of Regulation AB, Legal Proceedings.**

The registrant knows of no legal proceedings pending against the sponsors, depositor, trustee, issuing entity, servicer contemplated by Item 1108(a)(3) ofRegulation AB, originator contemplated by Item 1110(b) of Regulation 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 to security holders, other thanas disclosed in the prospectus of the issuing entity filed in a 424(b)(5) filing dated August 12, 2014, and other than the following: 

Citibank, N.A.(“Citibank”) is acting as Certificate Administrator, Trustee and/or Custodian, as applicable, of this CMBS transaction. In the ordinary course of business, Citibank is involved in a number of legal proceedings, including in connection withits role as trustee of certain RMBS transactions. Certain of these Citibank as trustee-related matters are disclosed herein. 

On June 18, 2014, acivil action was filed against Citibank in the Supreme Court of the State of New York by a group of investors in 48 private-label RMBS trusts for which Citibank allegedly serves or did serve as trustee, asserting claims for purported violations ofthe Trust Indenture Act of 1939 (the “Trust Indenture Act”), breach of contract, breach of fiduciary duty and negligence based on Citibank’s alleged failure to perform its duties as trustee for the 48 RMBS trusts. On November 24,2014, plaintiffs sought leave to withdraw this action. On the same day, a smaller subset of similar plaintiff investors in 27 private-label RMBS trusts for which Citibank allegedly serves or did serve as trustee, filed a new civil action againstCitibank in the United States District Court for the Southern District of New York asserting similar claims as the prior action filed in state court. In January 2015, the court closed plaintiffs’ original state court action. OnSeptember 8, 2015, the federal court dismissed all claims as to 24 of the 27 trusts and allowed certain of the claims to proceed as to the other three trusts. Subsequently, plaintiffs voluntarily dismissed all claims with respect to two of thethree trusts. On April 7, 2017, Citibank filed a motion for summary judgment. Plaintiffs filed its consolidated opposition brief and cross motion for partial 

summary judgment on May 22, 2017. Briefing on those motions was completed on August 4, 2017. On March 22, 2018, the court granted Citibank’s motion for summary judgment in itsentirety, denied Plaintiffs’ motion for summary judgment and ordered the clerk to close the case. On April 20, 2018, plaintiffs filed a notice of appeal. Plaintiffs’ opening brief was filed on August 3, 2018. Citibank filed itsopposition on November 2, 2018. Plaintiffs’ filed their reply on November 16, 2018. 

On November 24, 2015, the same investors thatbrought the federal case brought a new civil action in the Supreme Court of the State of New York related to 25 private-label RMBS trusts for which Citibank allegedly serves or did serve as trustee. This case includes the 24 trusts previouslydismissed in the federal action, and one additional trust. The investors assert claims for breach of contract, breach of fiduciary duty, breach of duty to avoid conflicts of interest, and violation of New York’s Streit Act (the “StreitAct”). Following oral argument on Citibank’s motion to dismiss, Plaintiffs filed an amended complaint on August 5, 2016. On June 27, 2017, the state court issued a decision, dismissing the Event of Default claims,mortgage-file-related claims, the fiduciary duty claims, and the conflict of interest claims. The decision sustained certain breach of contract claims including the claim alleging discovery of breaches of representations and warranties, a claimrelated to robo-signing, and the implied covenant of good faith claim. Citibank appealed the lower court’s decision, and on January 16, 2018, the Appellate Division, First Department, dismissed the claims related to robo-signing and theimplied covenant of good faith, but allowed plaintiffs’ claim alleging discovery of breaches of representations and warranties to proceed. 

OnAugust 19, 2015, the Federal Deposit Insurance Corporation (“FDIC”) as Receiver for a failed financial institution filed a civil action against Citibank in the Southern District of New York. This action relates to one private-labelRMBS trust for which Citibank formerly served as trustee. FDIC asserts claims for breach of contract, violation of the Streit Act, and violation of the Trust Indenture Act. Citibank jointly briefed a motion to dismiss with The Bank of New YorkMellon and U.S. Bank, N.A., entities that have also been sued by FDIC in their capacity as trustee, and these cases have all been consolidated in front of Judge Carter. On September 30, 2016, the Court granted the motion to dismiss withoutprejudice for lack of subject matter jurisdiction. On October 14, 2016, FDIC filed a motion for reargument or relief from judgment from the Court’s dismissal order. On July 11, 2017, Judge Carter ruled on the motion forreconsideration regarding his dismissal of the action. He denied reconsideration of his decision on standing, but granted leave to amend the complaint by October 9, 2017. The FDIC subsequently requested an extension of time to file its amendedcomplaint, which was granted. The FDIC filed its amended complaint on December 8, 2017. Defendants jointly filed a motion to dismiss the amended complaint on March 13, 2018. On April 18, 2018, plaintiff filed its opposition.Defendants filed their joint reply on May 3, 2018. 

There can be no assurances as to the outcome of litigation or the possible impact of litigationon the trustee or the RMBS trusts. However, Citibank denies liability and continues to vigorously defend against these litigations. Furthermore, neither the above-disclosed litigations nor any other pending legal proceeding involving Citibank willmaterially affect Citibank’s ability to perform its duties as Certificate Administrator, Trustee and/or Custodian, as applicable, under the pooling and servicing agreement for this CMBS transaction. 

Since June 18, 2014, a group of institutional investors have filed civil complaints in the Supreme Court of the State of New York, New York County, andlater the U.S. District Court for the Southern District of New York against Wells Fargo Bank, N.A., (“Wells Fargo Bank”) in its capacity as trustee for certain residential mortgage backed securities (“RMBS”) trusts. Thecomplaints against Wells Fargo Bank alleged that the trustee caused losses to investors and asserted causes of action based upon, among other things, the trustee’s alleged failure to: (i) notify and enforce repurchase obligations ofmortgage loan sellers for purported breaches of representations and warranties, (ii) notify investors of alleged events of default, and (iii) abide by appropriate standards of care following alleged events of default. Relief soughtincluded money damages in an unspecified amount, reimbursement of expenses, and equitable relief. Wells Fargo Bank has reached an agreement, in which it denies any wrongdoing, to resolve these claims on a classwide basis for the 271 RMBS trustscurrently at issue. The settlement agreement is subject to court approval. Separate lawsuits against Wells Fargo Bank making similar allegations filed by certain other institutional investors concerning 57 RMBS trusts in New York federal and statecourt are not covered by the agreement. With respect to 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 ofthe litigations or the possible impact of the litigations on Wells Fargo Bank or the RMBS trusts. 

**Item 1119 of Regulation AB, Affiliations andCertain Relationships and Related Transactions.**

The information regarding this Item has been disclosed in the prospectus of the issuing entity filedin a 424(b)(5) filing dated August 12, 2014. 

**Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.**

The reports on assessment of compliance with the servicing criteria for asset-backed securities and the related attestation reports on such assessments ofcompliance are attached hereto under Item 15. 

**Item 1123 of Regulation AB, Servicer Compliance Statement.**

The servicer compliance statements are attached hereto under Item 15. 

**PART IV**

**Item 15. Exhibits,Financial Statement Schedules.**

 
(a)
Exhibits. 

(4.1) Pooling and Servicing Agreement, dated as of August 1, 2014, between Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as custodian, Pentalpha SurveillanceLLC, as trust advisor, and Citibank, N.A., as trustee, certificate administrator, certificate registrar and authenticating agent (filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-K/Afiled on August 21, 2014 under SEC File No. 333-180779-10 and incorporated by reference herein). 

(31) Rule 13a-14(d)/Rule15d-14(d) Certification

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

33.1 Citibank, N.A., as Certificate Administrator 

33.2 Wells Fargo Bank, National Association, as Custodian

33.3 Wells Fargo Bank, National Association, as Master Servicer 

33.4 Rialto Capital Advisors, LLC, as Special Servicer

33.5 Pentalpha Surveillance LLC, as Operating Advisor 

33.6 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant 

33.7 National Tax Search, LLC, as Servicing Function Participant 

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

34.1 Citibank, N.A., as Certificate Administrator 

34.2 Wells Fargo Bank, National Association, as Custodian

34.3 Wells Fargo Bank, National Association, as Master Servicer 

34.4 Rialto Capital Advisors, LLC, as Special Servicer 

34.5 Pentalpha Surveillance LLC, as Operating Advisor 

34.6 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant 

34.7 National Tax Search, LLC, as Servicing Function Participant 

(35) Servicer compliance statement. 

35.1 Citibank, N.A., as Certificate Administrator 

35.2 Wells Fargo Bank, National Association, as Custodian 

35.3 Wells Fargo Bank, National Association, as Master Servicer

35.4 Rialto Capital Advisors, LLC, as Special Servicer

(99.1) Mortgage Loan Purchase Agreement, dated July 30, 2014, between Morgan Stanley Capital I Inc. and Morgan Stanley Mortgage Capital Holdings LLC (filed as Exhibit 99.1 to the registrant’s Current Report on Form8-K filed on August 12, 2014 under SEC File No. 333-180779-10 and incorporated by reference herein). 

(99.2) Mortgage Loan Purchase Agreement, dated July 30, 2014, between Morgan Stanley Capital I Inc. and Bank of America, National Association (filed as Exhibit 99.2 to the registrant’s Current Report on Form 8-K filed on August 12, 2014 under SEC File No. 333-180779-10 and incorporated by reference herein).

(99.3) Mortgage Loan Purchase Agreement, dated July 30, 2014, between Morgan Stanley Capital I Inc. and CIBC Inc. (filed as Exhibit 99.3 to the registrant’s Current Report on Form 8-K filed on August 12, 2014 under SEC FileNo. 333-180779-10 and incorporated by reference herein). 

 
(b)
See (a) above. 

 
(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 onits behalf by the undersigned, thereunto duly authorized. 

 

Morgan Stanley Capital I Inc.

(Depositor)
By: /s/ George Kok 
George Kok, President

(senior officer incharge of securitization of the depositor)

Date: March 29, 2019