MSBAM Trust 2025-5C1 Details Complex Servicing, Ongoing Legal Battle

TL;DR

**This CMBS trust's 10-K is a servicing structure deep dive with a side of ongoing litigation, signaling potential operational headaches and legal risks for investors.**

AI Summary

Morgan Stanley Bank of America Merrill Lynch Trust 2025-5C1, a securitization entity, filed its 10-K for the fiscal year ended December 31, 2025, primarily detailing its complex servicing structure for various mortgage loans. The trust is not a well-known seasoned issuer and has no registered securities under Section 12(b) or 12(g) of the Exchange Act. The filing explicitly states that financial statements, revenue, and net income information are omitted, as are typical business, risk factors, and management discussion sections. Key disclosures focus on the roles of numerous servicing function participants, including KeyBank National Association, CWCapital Asset Management LLC, Midland Loan Services, and Deutsche Bank National Trust Company, each servicing specific mortgage loans like Project Midway and The Spiral, which constitute between 5% and 10% of the mortgage pool. A significant legal proceeding against CWCapital Asset Management LLC, initiated on December 1, 2017, and involving claims of aiding and abetting breach of fiduciary duty and unjust enrichment, remains ongoing, with summary judgment motions filed on March 29, 2024, and oral arguments pending.

Why It Matters

This 10-K provides critical transparency into the intricate servicing arrangements of a commercial mortgage-backed securities (CMBS) trust, which is vital for investors to understand the operational risks and responsibilities. The detailed breakdown of servicing function participants, such as KeyBank National Association and Midland Loan Services, highlights the fragmented nature of CMBS servicing, potentially impacting the efficiency and responsiveness to loan performance. The ongoing legal dispute involving CWCapital Asset Management LLC, a special servicer for the Project Midway mortgage loan, introduces a material litigation risk that could affect the trust's assets or the servicer's ability to perform, potentially impacting certificateholders. This level of detail is crucial for assessing the stability and oversight within the broader CMBS market, especially given the competitive landscape of real estate finance.

Risk Assessment

Risk Level: medium — The risk level is medium due to the complex, multi-party servicing structure and the ongoing material legal proceeding against CWCapital Asset Management LLC. The filing explicitly states that CWCapital Asset Management LLC is a party to a lawsuit initiated on December 1, 2017, involving claims of aiding and abetting breach of fiduciary duty and unjust enrichment, which could impact its ability to service the Project Midway mortgage loan, constituting more than 5% of the mortgage pool.

Analyst Insight

Investors should scrutinize the legal proceedings against CWCapital Asset Management LLC, as its role as a special servicer for a significant mortgage loan (Project Midway) could be impacted. Given the omitted financial data, investors should also seek external analysis on the performance of the underlying mortgage pool and the financial health of the various servicing participants to assess the trust's overall stability.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

$0

total Debt

$0

net Income

$0

eps

N/A

gross Margin

N/A

cash Position

$0

revenue Growth

N/A

Key Numbers

• 2025-12-31 — Fiscal Year End (The period covered by this 10-K filing.)
• 2026-03-26 — Filing Date (Date the 10-K was filed with the SEC.)
• 5% — Minimum Mortgage Pool Percentage (Threshold for reporting 'servicing function participants' for individual mortgage loans like Project Midway and Gateway Center North.)
• 10% — Maximum Mortgage Pool Percentage (Upper limit for reporting 'servicing function participants' for individual mortgage loans like Project Midway and Gateway Center North.)
• 2017-12-01 — Legal Proceeding Start Date (Date the initial complaint against CWCapital Asset Management LLC was filed.)
• 16 — Total Counts in New Complaint (Number of claims asserted in the New Complaint against CWCapital Investments LLC, et al.)
• 5 — Claims Against CWCAM (Initial) (Number of claims initially asserted against CWCapital Asset Management LLC in the New Complaint.)
• 2 — Remaining Claims Against CWCAM (Number of claims remaining against CWCapital Asset Management LLC after court dismissals.)
• 2024-03-01 — Discovery Conclusion Date (Date when discovery concluded in the legal proceeding against CWCapital Asset Management LLC.)
• 2024-03-29 — Summary Judgment Motion Date (Date CWCapital Asset Management LLC and CWCI filed a motion for summary judgment.)

Key Players & Entities

• Morgan Stanley Bank of America Merrill Lynch Trust 2025-5C1 (company) — issuing entity
• Morgan Stanley Capital I Inc. (company) — depositor
• Morgan Stanley Mortgage Capital Holdings LLC (company) — sponsor
• Argentic Real Estate Finance 2 LLC (company) — sponsor
• Bank of America, National Association (company) — sponsor
• Starwood Mortgage Capital LLC (company) — sponsor
• CWCapital Asset Management LLC (company) — special servicer and defendant in legal proceedings
• KeyBank National Association (company) — servicer for Project Midway mortgage loan
• Midland Loan Services, a Division of PNC Bank, National Association (company) — special servicer for Gateway Center North and The Spiral mortgage loans
• Deutsche Bank National Trust Company (company) — custodian for Project Midway mortgage loan

FAQ

Risk Factors

• Ongoing Legal Proceedings Against Servicer [high — legal]: A significant legal proceeding against CWCapital Asset Management LLC (CWCAM) was initiated on December 1, 2017, involving claims of aiding and abetting breach of fiduciary duty and unjust enrichment. As of March 29, 2024, summary judgment motions were filed by CWCAM and CWCI, with oral arguments pending. This ongoing litigation presents a material risk to the trust's operations and potential recovery if CWCAM is found liable.
• Complex Servicing Structure [medium — operational]: The trust's mortgage pool is serviced by multiple entities, including KeyBank National Association, CWCapital Asset Management LLC, Midland Loan Services, and Deutsche Bank National Trust Company. Each entity services specific loans, such as Project Midway and The Spiral, which represent between 5% and 10% of the mortgage pool. This complex structure increases the potential for operational inefficiencies and coordination challenges.

Industry Context

The mortgage-backed securities (MBS) market is characterized by complex securitization structures and a reliance on specialized servicers. Entities like Morgan Stanley Bank of America Merrill Lynch Trust 2025-5C1 operate within this landscape, where the performance of underlying mortgage loans is critical. The industry faces ongoing scrutiny regarding servicing practices and legal compliance, particularly in light of past market events.

Regulatory Implications

The trust's structure, involving multiple servicers and specific mortgage loans, necessitates adherence to various pooling and servicing agreements. The ongoing legal proceeding against CWCapital Asset Management LLC highlights potential regulatory and legal risks associated with servicer conduct. Failure to comply with servicing standards or legal obligations could lead to penalties and impact investor confidence.

What Investors Should Do

1. Monitor the outcome of the legal proceeding against CWCapital Asset Management LLC.
2. Scrutinize the performance and operational capabilities of key servicing function participants.
3. Acknowledge the limited disclosure in the 10-K.

Key Dates

• 2017-12-01: Legal proceeding initiated against CWCapital Asset Management LLC — Marks the start of a significant ongoing legal dispute that could impact the trust's operations and financial standing.
• 2024-03-29: Summary judgment motions filed by CWCapital Asset Management LLC and CWCI — Indicates a critical stage in the ongoing legal proceeding, with potential for resolution or further escalation.
• 2025-12-31: Fiscal Year End — The period covered by the 10-K filing, providing the latest financial and operational data for the trust.
• 2026-03-26: 10-K Filing Date — The date the annual report was submitted to the SEC, making the information publicly available.

Glossary

Pooling and Servicing Agreement (PSA)

A legal contract that governs the servicing and administration of a pool of mortgage loans that have been securitized. It outlines the rights and responsibilities of the parties involved, including the servicer, trustee, and investors. (The filing details multiple Outside Pooling and Servicing Agreements for specific mortgage loans within the trust, highlighting the complex structure of the securitization.)

Servicing Function Participant

An entity that performs specific functions related to the servicing of mortgage loans within a securitized pool. These functions can include loan administration, collection, and default management. (The filing identifies several key servicing function participants and notes that those servicing loans representing 5% to 10% of the pool require specific disclosure.)

Shell Company

A company that has few or no assets, operations, or business activities. Often used as a vehicle for financial transactions or to hold assets. (The filing explicitly states that the registrant is not a shell company, indicating it has some level of operational activity or assets.)

Year-Over-Year Comparison

As financial statements and key operational metrics are omitted from this 10-K filing, a direct comparison of revenue growth, margin changes, or other financial metrics to a previous year is not possible. The filing focuses primarily on the servicing structure and an ongoing legal proceeding, rather than a comprehensive financial update. Therefore, insights into changes in the trust's financial performance or newly identified risks compared to the prior year cannot be determined from this document.

Key Financial Figures

• $17.2 b — otal realized collateral losses of U.S. $17.2 billion, but the complaint did not includ

Filing Documents

• msc255c1_10k-2025.htm (10-K) — 148KB
• msc255c1_31.htm (EX-31) — 20KB
• msc255c1_33-1.htm (EX-33.1) — 1420KB
• msc255c1_33-2.htm (EX-33.2) — 3113KB
• msc255c1_33-3.htm (EX-33.3) — 172KB
• msc255c1_33-4.htm (EX-33.4) — 289KB
• msc255c1_33-5.htm (EX-33.5) — 147KB
• msc255c1_33-6.htm (EX-33.6) — 2773KB
• msc255c1_33-7.htm (EX-33.7) — 600KB
• msc255c1_33-8.htm (EX-33.8) — 86KB
• msc255c1_33-14.htm (EX-33.14) — 118KB
• msc255c1_33-16.htm (EX-33.16) — 289KB
• msc255c1_33-18.htm (EX-33.18) — 177KB
• msc255c1_33-19.htm (EX-33.19) — 708KB
• msc255c1_34-1.htm (EX-34.1) — 11KB
• msc255c1_34-2.htm (EX-34.2) — 11KB
• msc255c1_34-3.htm (EX-34.3) — 9KB
• msc255c1_34-4.htm (EX-34.4) — 9KB
• msc255c1_34-5.htm (EX-34.5) — 12KB
• msc255c1_34-6.htm (EX-34.6) — 10KB
• msc255c1_34-7.htm (EX-34.7) — 13KB
• msc255c1_34-8.htm (EX-34.8) — 8KB
• msc255c1_34-14.htm (EX-34.14) — 7KB
• msc255c1_34-16.htm (EX-34.16) — 9KB
• msc255c1_34-18.htm (EX-34.18) — 9KB
• msc255c1_34-19.htm (EX-34.19) — 8KB
• msc255c1_35-1.htm (EX-35.1) — 999KB
• msc255c1_35-2.htm (EX-35.2) — 1289KB
• msc255c1_35-3.htm (EX-35.3) — 290KB
• msc255c1_35-4.htm (EX-35.4) — 109KB
• msc255c1_35-5.htm (EX-35.5) — 2577KB
• msc255c1_35-10.htm (EX-35.10) — 191KB
• 0001888524-26-005597.txt ( ) — 15632KB

financial statements

financial statements. Not applicable. 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). Not applicable. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ___ No X 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. 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 Morgan Stanley Bank of America Merrill Lynch Trust 2025-5C1 mortgage pool includes the following mortgage loans, each of which is serviced pursuant to a separate pooling and servicing agreement (each,

Financial Statements and

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

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

Executive Compensation. Omitted. Item 12.

Security Ownership of

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. ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB 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 the certificates as described under Item 1114 (a) of Regulation AB. Item 1115(b) of Regulation AB, Certain Derivatives Instruments (Financial Information). No entity or group of affiliated entities provides any derivative instruments for the certificates as described under Item 1115 of Regulation AB. Item 1117 of Regulation AB, Legal Proceedings. The registrant knows of no legal proceeding pending against the sponsors, depositor, trustee, issuing entity, servicer contemplated by Item 1108(a)(3) of Regulation 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 than as follows: 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 wa

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View this 10-K filing on SEC EDGAR