CFCRE 2016-C3 Navigates Complex Servicing Shifts in 2025 10-K

TL;DR

CFCRE 2016-C3's 10-K reveals a complex web of servicing changes and participants, signaling potential operational headaches for investors in this CMBS trust.

AI Summary

CFCRE 2016-C3 Mortgage Trust's 2025 10-K filing primarily details the complex servicing arrangements and changes for its commercial mortgage-backed securities (CMBS) portfolio, rather than traditional revenue or net income figures. Key business changes include the transition of master and primary servicing responsibilities for several mortgage loans from Wells Fargo Bank, National Association to Trimont LLC on March 1, 2025. The filing highlights the ongoing administration of significant loan combinations, such as the Element LA Mortgage Loan (7.9% of the asset pool at cut-off), One Commerce Plaza Mortgage Loan (5.7%), NMS Los Angeles Multifamily Portfolio Mortgage Loan (4.3%), Springfield Mall Mortgage Loan (4.6%), Empire Mall Mortgage Loan (7.1%), and 215 West 34th Street & 218 West 35th Street Mortgage Loan (5.7%). The AG Life Time Fitness Portfolio Mortgage Loan was omitted from the report as it was no longer an asset during the reporting period. Risks are primarily operational, stemming from the intricate multi-party servicing structure and the potential for non-compliance with Regulation AB criteria by various servicers and servicing function participants like CoreLogic Solutions, LLC and U.S. Bank National Association. The strategic outlook focuses on maintaining compliance and efficient administration of the securitized assets through these complex servicing agreements.

Why It Matters

This 10-K filing is crucial for investors in CFCRE 2016-C3 Mortgage Trust as it details the operational backbone of their investment: the servicing of the underlying commercial mortgage loans. The transition of key servicing roles from Wells Fargo to Trimont LLC on March 1, 2025, introduces potential operational risks and requires close scrutiny to ensure continued compliance and efficient loan administration. For employees of the involved servicing entities, these changes signify shifts in responsibilities and potential integration challenges. Customers (borrowers) are indirectly impacted by the efficiency and compliance of these servicers. In the broader CMBS market, this highlights the increasing complexity and multi-party involvement in managing securitized assets, setting a precedent for how such transitions are disclosed and managed, especially concerning Regulation AB compliance.

Risk Assessment

Risk Level: medium — The risk level is medium due to the extensive number of servicing function participants and the recent transition of master and primary servicing responsibilities from Wells Fargo Bank, National Association to Trimont LLC on March 1, 2025. This multi-party structure, involving entities like Berkeley Point Capital LLC, Rialto Capital Advisors, LLC, and CoreLogic Solutions, LLC, increases the potential for coordination issues and compliance failures, as evidenced by the detailed explanations of each party's role and their required Regulation AB assessments.

Analyst Insight

Investors should meticulously review the compliance assessments and attestation reports from all identified servicers and servicing function participants, especially Trimont LLC, given its recent assumption of key roles. Scrutinize any reported deficiencies in servicing criteria compliance, as these could indicate operational weaknesses impacting the performance of the underlying mortgage loans and, consequently, the trust's distributions.

Financial Highlights

debt To Equity

0.0

revenue

$0

operating Margin

0%

total Assets

$0

total Debt

$0

net Income

$0

eps

$0

gross Margin

0%

cash Position

$0

revenue Growth

0%

Key Numbers

• 7.9% — Element LA Mortgage Loan's share of asset pool (as of cut-off date, indicating a significant asset)
• 5.7% — One Commerce Plaza Mortgage Loan's share of asset pool (as of cut-off date, indicating a significant asset)
• 4.3% — NMS Los Angeles Multifamily Portfolio Mortgage Loan's share of asset pool (as of cut-off date, indicating a significant asset)
• 4.6% — Springfield Mall Mortgage Loan's share of asset pool (as of cut-off date, indicating a significant asset)
• 7.1% — Empire Mall Mortgage Loan's share of asset pool (as of cut-off date, indicating a significant asset)
• 5.7% — 215 West 34th Street & 218 West 35th Street Mortgage Loan's share of asset pool (as of cut-off date, indicating a significant asset)
• March 1, 2025 — Date of servicing transition (Wells Fargo to Trimont LLC for master and primary servicing)

Key Players & Entities

• CFCRE 2016-C3 Mortgage Trust (company) — issuing entity
• Wells Fargo Bank, National Association (company) — former master servicer, primary servicer, certificate administrator, custodian, trustee
• Trimont LLC (company) — master servicer and primary servicer since March 1, 2025
• Element LA Mortgage Loan (dollar_amount) — approximately 7.9% of asset pool at cut-off date
• One Commerce Plaza Mortgage Loan (dollar_amount) — approximately 5.7% of asset pool at cut-off date
• NMS Los Angeles Multifamily Portfolio Mortgage Loan (dollar_amount) — approximately 4.3% of asset pool at cut-off date
• Springfield Mall Mortgage Loan (dollar_amount) — approximately 4.6% of asset pool at cut-off date
• Empire Mall Mortgage Loan (dollar_amount) — approximately 7.1% of asset pool at cut-off date
• 215 West 34th Street & 218 West 35th Street Mortgage Loan (dollar_amount) — approximately 5.7% of asset pool at cut-off date
• Regulation AB (regulator) — governing servicing criteria

FAQ

Risk Factors

• Servicing Complexity and Compliance [high — operational]: The trust faces operational risks due to its complex multi-party servicing structure. Potential non-compliance with Regulation AB criteria by servicers like Trimont LLC, CoreLogic Solutions, LLC, and U.S. Bank National Association could lead to regulatory issues and impact the administration of securitized assets.
• Servicing Transition Risks [medium — operational]: The transition of master and primary servicing responsibilities from Wells Fargo Bank, National Association to Trimont LLC on March 1, 2025, introduces operational risks. Ensuring a seamless handover and continued compliance with servicing agreements is critical to avoid disruptions.

Industry Context

The commercial mortgage-backed securities (CMBS) market is characterized by complex legal structures and specialized servicing arrangements. Recent trends emphasize operational efficiency and regulatory compliance, particularly under frameworks like Regulation AB. The market involves intricate relationships between issuers, servicers, trustees, and investors, with a focus on managing diverse portfolios of commercial real estate loans.

Regulatory Implications

The trust's operations are subject to Regulation AB, requiring strict adherence to disclosure and servicing standards. Any non-compliance by the master servicer (Trimont LLC), primary servicer, or other participants like CoreLogic Solutions, LLC, could lead to regulatory scrutiny and potential penalties, impacting investor confidence and the trust's ability to function smoothly.

What Investors Should Do

1. Monitor Servicing Performance
2. Assess Loan Concentration Risk
3. Review PSA Amendments and Compliance Reports

Key Dates

• 2025-03-01: Servicing Transition — Master and primary servicing responsibilities shifted from Wells Fargo Bank, National Association to Trimont LLC, impacting the operational structure of the trust.

Glossary

Asset Pool

The collection of mortgage loans that are securitized and form the basis of the trust's assets. (Understanding the composition and concentration of the asset pool is key to assessing the trust's underlying collateral value and risk.)

Cut-off Date

The specific date used to determine the assets included in the securitization trust and their initial allocation percentages. (Establishes the baseline for the asset pool's composition and the initial weighting of individual loans, such as the Element LA Mortgage Loan (7.9%).)

Loan Combination

A scenario where a single mortgage loan is split into multiple parts, with only some parts being assets of the issuing entity, while others are held by different parties. (Highlights the complexity in servicing and administration, as seen with the Element LA Mortgage Loan and One Commerce Plaza Mortgage Loan, where only a portion is part of the trust's assets.)

Pari Passu Loans

Loans that have equal priority of payment and security interest. In this context, it refers to other loans that are part of a larger loan combination but not necessarily assets of the trust. (Explains the structure of loan combinations, indicating that the trust may only hold a portion of a larger, equally ranked loan.)

Pooling and Servicing Agreement (PSA)

The primary legal document governing the rights and obligations of the parties involved in a CMBS transaction, including the trustee, servicers, and certificate holders. (This agreement dictates how the loans are serviced and administered, and its terms are critical for compliance and operational efficiency.)

Regulation AB

SEC rules that govern the disclosure requirements for asset-backed securities, including requirements for servicers and other parties involved in the securitization process. (Compliance with Regulation AB is a key risk factor, as failure by any servicer or participant to meet its criteria can have significant implications for the trust.)

Master Servicer

The primary entity responsible for the day-to-day administration of the mortgage loans in a CMBS trust, including collecting payments, managing escrows, and handling delinquencies. (The transition of this role from Wells Fargo to Trimont LLC is a significant operational change for the trust.)

Primary Servicer

Often works in conjunction with the master servicer, handling direct borrower contact, payment processing, and loan-level servicing tasks. (The change in primary servicing also impacts the operational flow and requires careful management post-transition.)

Year-Over-Year Comparison

This filing, unlike a typical 10-K for operating companies, focuses heavily on the structural and operational aspects of the CMBS trust, particularly servicing arrangements. Specific financial performance metrics like revenue, net income, and growth rates are not detailed as they are not the primary focus for this type of entity. The key change highlighted is the servicing transition to Trimont LLC, which introduces new operational risks and compliance considerations not present in the prior period.

Filing Documents

• ccr16c03_10k-2025.htm (10-K) — 163KB
• ccr16c03_31.htm (EX-31) — 12KB
• ccr16c03_33-1.htm (EX-33.1) — 626KB
• ccr16c03_33-2.htm (EX-33.2) — 600KB
• ccr16c03_33-3.htm (EX-33.3) — 118KB
• ccr16c03_33-5.htm (EX-33.5) — 357KB
• ccr16c03_33-6.htm (EX-33.6) — 703KB
• ccr16c03_33-7.htm (EX-33.7) — 992KB
• ccr16c03_33-8.htm (EX-33.8) — 86KB
• ccr16c03_33-9.htm (EX-33.9) — 1420KB
• ccr16c03_33-10.htm (EX-33.10) — 3113KB
• ccr16c03_33-11.htm (EX-33.11) — 31KB
• ccr16c03_33-12.htm (EX-33.12) — 104KB
• ccr16c03_33-30.htm (EX-33.30) — 439KB
• ccr16c03_33-45.htm (EX-33.45) — 264KB
• ccr16c03_33-47.htm (EX-33.47) — 17KB
• ccr16c03_33-50.htm (EX-33.50) — 137KB
• ccr16c03_33-55.htm (EX-33.55) — 137KB
• ccr16c03_34-1.htm (EX-34.1) — 10KB
• ccr16c03_34-2.htm (EX-34.2) — 13KB
• ccr16c03_34-3.htm (EX-34.3) — 7KB
• ccr16c03_34-5.htm (EX-34.5) — 14KB
• ccr16c03_34-6.htm (EX-34.6) — 14KB
• ccr16c03_34-7.htm (EX-34.7) — 693KB
• ccr16c03_34-8.htm (EX-34.8) — 8KB
• ccr16c03_34-9.htm (EX-34.9) — 11KB
• ccr16c03_34-10.htm (EX-34.10) — 11KB
• ccr16c03_34-11.htm (EX-34.11) — 9KB
• ccr16c03_34-12.htm (EX-34.12) — 9KB
• ccr16c03_34-30.htm (EX-34.30) — 9KB
• ccr16c03_34-45.htm (EX-34.45) — 89KB
• ccr16c03_34-47.htm (EX-34.47) — 10KB
• ccr16c03_34-50.htm (EX-34.50) — 7KB
• ccr16c03_34-55.htm (EX-34.55) — 7KB
• ccr16c03_35-1.htm (EX-35.1) — 2224KB
• ccr16c03_35-2.htm (EX-35.2) — 2577KB
• ccr16c03_35-3.htm (EX-35.3) — 232KB
• ccr16c03_35-4.htm (EX-35.4) — 1896KB
• ccr16c03_35-5.htm (EX-35.5) — 2593KB
• ccr16c03_35-6.htm (EX-35.6) — 16KB
• ccr16c03_35-7.htm (EX-35.7) — 22KB
• ccr16c03_35-15.htm (EX-35.15) — 546KB
• 0001888524-26-004999.txt ( ) — 20346KB

financial statements. o

financial statements. o Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to 240.10D-1(b). o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o Yes No 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 common equity, 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 Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. o Yes o No 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. DOCUMENTS INCORPORATED BY REFERENCE List hereunder the following documents if incorporated by reference and the Part of the Form 10-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 filed pursuant 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 The Element LA Mortgage Loan and the One Commerce Plaza Mortgage Loan, which constituted approximately 7.9% and 5.7%, respectively, of the asset pool of the issuing entity as of its cut-off date, are each an asset of the issuing

(a)(2)(iii) of Regulation AB, in the capacities described above,

Item 1108(a)(2)(iii) of Regulation AB, in the capacities described above, because it is servicing mortgage loans that constituted 10% or more of the assets of the issuing entity as of its cut-off date. The assessments of compliance with applicable servicing criteria, accountants' attestation reports and servicer compliance statements delivered by Wells Fargo Bank, National Association in the capacities described above are listed in the Exhibit Index. Trimont LLC is the master servicer of the mortgage loans serviced under the Pooling and Servicing Agreement on and after March 1, 2025 and the primary servicer of the Empire Mall Mortgage Loan, the 215 West 34th Street & 218 West 35th Street Mortgage Loan and the Springfield Mall Mortgage Loan on and after March 1, 2025. As a result, Trimont LLC is a "servicer" as defined in Item 1108(a)(2)(iii) of Regulation AB, in the capacities described above, because it is servicing mortgage loans that constituted 10% or more of the assets of the issuing entity as of its cut-off date. The assessments of compliance with applicable servicing criteria, accountants' attestation reports and servicer compliance statements delivered by Trimont LLC in the capacities described above are listed in the Exhibit Index. Wells Fargo Bank, National Association is the custodian of the mortgage loans serviced under the Pooling and Servicing Agreement, the Springfield Mall Mortgage Loan and the NMS Los Angeles Multifamily Portfolio Mortgage Loan. As a result, Wells Fargo Bank, National Association is a servicing function participant in the capacities described above, because it is servicing mortgage loans that constituted 5% or more of the assets of the issuing entity as of its cut-off date. The assessments of compliance with applicable servicing criteria and accountants' attestation reports delivered by Wells Fargo Bank, National Association in the capacities described above are listed in the Exhibit Index. Park Bridge Lender Services LLC is t

(d)(4)(xi) of Regulation AB. With respect to the reports

Item 1122(d)(4)(xi) of Regulation AB. With respect to the reports provided as servicing function participant on behalf of PGIM Real Estate Loan Services, Inc. (formerly known as Prudential Asset Resources, Inc.), these servicing functions are included within the servicing criteria set forth in Items 1122(d)(2)(ii), 1122(d)(2)(vi), 1122(d)(4)(xi) and 1122(d)(4)(xii) of Regulation AB. Therefore, under the principles-based definition of "servicer" set forth in Item 1101(j) of Regulation AB that looks to the functions that an entity performs, this vendor is a "servicer" for the purposes of Item 1122 of Regulation AB. See Compliance and Disclosure Interpretations, Section 301.01 (Item 1101(j)). This Annual Report on Form 10-K includes an assessment of compliance with applicable servicing criteria, accountants' attestation report and servicer compliance statement from Computershare Trust Company, National Association (" CTCNA "). CTCNA was engaged by Wells Fargo Bank, National Association (" Wells Fargo "), in its capacity as certificate administrator and custodian, to perform certain specified servicing functions identified in the assessment of compliance with applicable servicing criteria and accountants' attestation reports. Wells Fargo engaged CTCNA in connection with the sale of Wells Fargo's corporate trust services business to CTCNA and its affiliates. Further, under the principles-based definition of "servicer" set forth in Item 1101(j) of Regulation AB that looks to the functions that an entity performs, this party is a "servicer" for the purposes of Item 1123 of Regulation AB. See Compliance and Disclosure Interpretations, Section 301.01 (Item 1101(j)). The assessments of compliance with applicable servicing criteria, accountants' attestation reports and servicer compliance statements of the certificate administrator of the NMS Los Angeles Multifamily Portfolio Mortgage Loan, Springfield Mall Mortgage Loan, the Empire Mall Mortgage Loan and the 215 West 34th

of Regulation AB because it is a party performing activities that

Item 1122 of Regulation AB because it is a party performing activities that address servicing criteria relating to 5% or less of the assets of the issuing entity; and (ii) the servicer compliance statements of Midland Loan Services, a Division of PNC Bank, National Association, as primary servicer of the NMS Los Angeles Multifamily Portfolio Mortgage Loan, LNR Partners, LLC as special servicer of the Springfield Mall Mortgage Loan, and Greystone Servicing Company LLC (as successor to C-III Asset Management LLC) as special servicer of the Empire Mall Mortgage Loan, listed on the Exhibit Index are omitted from this Annual Report on Form 10-K as they are not required by Item 1123 of Regulation AB to be included on this Annual Report on Form 10-K because they are each an unaffiliated party that is not a "servicer" that meets the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB. PART I

Business

Item 1. Business. Omitted.

Risk Factors

Item 1A. Risk Factors. Omitted.

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments. None.

Cybersecurity

Item 1C. Cybersecurity. Omitted.

Properties

Item 2. Properties. Omitted.

Legal Proceedings

Item 3. Legal Proceedings. Omitted.

Mine Safety Disclosures

Item 4. Mine Safety Disclosures. Not applicable. PART II

Market for Registrant's Common Equity,

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Omitted. Item 6. [Reserved]

Management's Discussion and Analysis of

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. Omitted.

Quantitative and Qualitative Disclosures

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

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data. Omitted.

Changes in and Disagreements With

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. Omitted.

Controls and Procedures

Item 9A. Controls and Procedures. Omitted.

Other Information

Item 9B. Other Information. None.

Disclosure Regarding Foreign Jurisdictions

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. None. PART III

Directors, Executive Officers and Corporate

Item 10. Directors, Executive Officers and Corporate Governance. Omitted.

Executive Compensation

Item 11. Executive Compensation. Omitted.

Security Ownership of Certain Beneficial

Item 12. Security Ownership of Certain Beneficial Omitted.

Certain Relationships and Related

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

Principal Accountant Fees and Services

Item 14. Principal Accountant Fees and Services. Omitted. ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB

(b) of Regulation AB, Significant Obligor

Item 1112(b) of Regulation AB, Significant Obligor Financial Information. No single obligor represents 10% or more of the pool assets held by the issuing entity.

(b)(2) of Regulation AB, Significant Enhancement

Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider Financial Information. No entity or group of affiliated entities provides any external credit enhancement or other support for the certificates within this transaction as described under Item 1114(a) of Regulation AB.

(b) of Regulation AB, Certain Derivatives

Item 1115(b) of Regulation AB, Certain Derivatives Instruments (Financial Information). No entity or group of affiliated entities provides any derivative instruments or other support for the certificates within this transaction as described under Item 1115 of Regulation AB.

of Regulation AB, Legal Proceedings

Item 1117 of Regulation AB, Legal Proceedings. The registrant knows of no material pending legal proceeding involving the trust or any party related to the trust, other than routine litigation incidental to the duties of those respective parties, and the following, with respect to CWCapital Asset Management LLC, as special servicer, U.S. Bank Trust Company, National Association, as certificate administrator and trustee, and U.S. Bank National Association, as custodian. From time to time, CWCapital Asset Management LLC, a Delaware limited liability company ("CWCAM"), is a party to lawsuits and other legal proceedings as part of its duties as a special servicer (e.g., enforcement of loan obligations) and/or arising in the ordinary course of business. Other than as set forth in the following paragraphs, there are currently no legal proceedings pending, and no legal proceedings known to be contemplated by governmental authorities, against CWCAM or of which any of its property is the subject, that are material to the certificateholders. On December 1, 2017, a complaint against CWCAM and others was filed in the United Cobalt Vr Ltd. v. CWCapital Investments LLC, et al., No. 17-cv-9463 (the "Original Complaint"). The gravamen of the Original Complaint alleged breaches of a contract and fiduciary duties by CWCAM's affiliate, CWCapital Investments LLC in its capacity as collateral manager for the collateralized debt obligation transaction involving CWCapital Cobalt Vr, Ltd. In total, there are 14 counts pled in the Original Complaint. Of those 14, 5 claims were asserted against CWCAM for aiding and abetting brea

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