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GS Mortgage Securities Trust 2013-GC10

Filed: 6 Feb 13, 7:00pm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported)     February 7, 2013

GS Mortgage Securities Trust 2013-GC10
(Exact name of issuing entity)

GS Mortgage Securities Corporation II
(Exact name of the depositor as specified in its charter)

Goldman Sachs Mortgage Company
Citigroup Global Markets Realty Corp.
Archetype Mortgage Funding I LLC
MC-Five Mile Commercial Mortgage Finance LLC
(Exact name of sponsors as specified in their charters)
 
Delaware
 333-171508-05 
22-3442024
(State or other jurisdiction (Commission File Number (IRS Employer Identification
of incorporation of depositor) of issuing entity) No. of depositor)

200 West Street          
New York, New York 10282
(Address of principal executive offices of depositor) (Zip Code of depositor)
 
Depositor’s telephone number, including area code     (212) 902-1000
 
 
Not Applicable
(Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 
 
Item 8.01.              Other Events.
 
On February 7, 2013, GS Mortgage Securities Corporation II (the “Depositor”) caused the issuance, pursuant to a Pooling and Servicing Agreement, dated as of February 1, 2013 (the “Pooling and Servicing Agreement”), among the Depositor, as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Trimont Real Estate Advisors, Inc., as operating advisor, Wells Fargo Bank, National Association, as certificate administrator, and U.S. Bank National Association, as trustee, of GS Mortgage Securities Trust 2013-GC10, Commercial Mortgage Pass-Through Certificates, Series 2013-GC10 (the “Certificates”).
 
The Certificates will consist of the following classes, designated as (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A and Class A-S Certificates (collectively, the “Public Certificates”) and (ii) the Class X-B, Class B, Class C Class D, Class E, Class F, Class G and Class R Certificates (collectively, the “Private Certificates”).
 
All of the Public Certificates, having an aggregate initial principal amount of $656,352,000, were sold to Goldman, Sachs & Co. (“GS&Co.”) and Citigroup Global Markets Inc. (“Citigroup”, and together with GS&Co., the “Underwriters”), pursuant to an Underwriting Agreement, dated as of January 24, 2013 (the “Underwriting Agreement”), among the Depositor and the Underwriters.  GS&Co. and Citigroup are acting as the co-lead managers.  The Public Certificates were offered by the Underwriters for sale to the public, pursuant to the Depositor’s Base Prospectus, dated January 15, 2013, as supplemented by the Prospectus Supplement, dated January 24, 2013, in negotiated transactions or otherwise at varying prices determined at the time of sale.
 
All of the Private Certificates, having an aggregate initial principal amount of $203,029,941, were sold to GS&Co., Citigroup, Barclays Capital Inc. (“Barclays”) and Wells Fargo Securities, LLC  (collectively with GS&Co., Citigroup and Barclays, the “Initial Purchasers”), pursuant to a Purchase Agreement, dated as of January 24, 2013, between the Depositor and the Initial Purchasers. The Private Certificates were sold in a private placement transactions exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(2) of the Act.
 
The Certificates represent, in the aggregate, the entire beneficial ownership in GS Mortgage Securities Trust 2013-GC10 (the “Issuing Entity”), a common law trust fund formed under the laws of the State of New York pursuant to the Pooling and Servicing Agreement.  The assets of the Issuing Entity consist primarily of 61 fixed-rate mortgage loans (the “Mortgage Loans”) secured by first liens on 93 commercial, multifamily and manufactured housing community properties.  The Mortgage Loans were acquired by the Depositor from (i) Goldman Sachs Mortgage Company (“GSMC”), pursuant to a Mortgage Loan Purchase Agreement, dated as of February 1, 2013 (the “GSMC Mortgage Loan Purchase Agreement”), between the Depositor and GSMC, (ii) Citigroup Global Markets Realty Corp. (“CGMRC”), pursuant to a Mortgage Loan Purchase Agreement, dated as of February 1, 2013 the “CGMRC Mortgage Loan Purchase Agreement”), between the Depositor and CGMRC, (iii) Archetype Mortgage Funding I LLC (“Archetype”), pursuant to a Mortgage Loan Purchase Agreement, dated as of February 1, 2013 (the “Archetype Loan Purchase Agreements”), between the Depositor and Archetype, and (iv) MC-Five Mile Commercial Mortgage Finance LLC (“MC-Five Mile”), pursuant to a Mortgage Loan Purchase Agreement, dated as of February 1, 2013 (together with the GSMC Mortgage Loan Purchase Agreement, the CGMRC Mortgage Loan Purchase Agreement and the Archetype Mortgage Loan Purchase Agreement, the “Mortgage Loan Purchase Agreements”), between the Depositor and MC-Five Mile.
 
The net proceeds of the sale of the Certificates were applied to the purchase of the Mortgage Loans by the Depositor from GSMC, CGMRC, Archetype and MC-Five Mile.  The net proceeds to the
 
 
 

 
 
Depositor of the offering of the Certificates, after deducting expenses payable by the Depositor in connection with the issuance and distribution of the Certificates of $6,044,848, were approximately $910,694,793.  Of the expenses paid by the Depositor, approximately $937,877 were paid directly to affiliates of the Depositor, $1,659,361 in the form of fees were paid to the Underwriters and the Initial Purchasers, $150,000 were paid to or for the Underwriters and the Initial Purchasers, and $4,235,487 were other expenses.  All of the foregoing expense amounts are the Depositor's reasonable estimates of such expenses.  No underwriting discounts and commissions or finder's fees were paid by the Depositor.
 
Further information regarding such sales has been previously provided on the Depositor's Current Report on Form 8-K, filed February 6, 2013 (including, as to the price per class of Public Certificates, on Schedule II to the Underwriting Agreement filed as an exhibit thereto) and in its Prospectus Supplement, dated January 24, 2013 to the Prospectus, dated January 15, 2013.  The related registration statement (file no. 333-171508) was originally declared effective on June 30, 2011.
 
The Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements are attached as exhibits to this Form 8-K.
 
 
 

 

 
Item 9.01.                     Financial Statements, Pro Forma Financial Information and Exhibits.
 
(d)           Exhibits
 
Exhibit 4Pooling and Servicing Agreement, dated as of February 1, 2013, by and among GS Mortgage Securities Corporation II, as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Trimont Real Estate Advisors, Inc., as operating advisor, Wells Fargo Bank, National Association, as certificate administrator, and U.S. Bank National Association, as trustee.
 
Exhibit 5Legality Opinion of Cadwalader, Wickersham & Taft LLP, dated February 7, 2013.
 
Exhibit 8Tax Opinion of Cadwalader, Wickersham & Taft LLP, dated February 7, 2013 (included as part of Exhibit 5).
 
Exhibit 10.1Mortgage Loan Purchase Agreement, dated as of February 1, 2013, between Goldman Sachs Mortgage Company and GS Mortgage Securities Corporation II, pursuant to which Goldman Sachs Mortgage Company sold certain mortgage loans to the depositor.
 
Exhibit 10.2Mortgage Loan Purchase Agreement, dated as of February 1, 2013, between Citigroup Global Markets Realty Corp. and GS Mortgage Securities Corporation II, pursuant to which Citigroup Global Markets Realty Corp. sold certain mortgage loans to the depositor.
 
Exhibit 10.3Mortgage Loan Purchase Agreement, dated as of February 1, 2013, between Archetype Mortgage Funding I LLC and GS Mortgage Securities Corporation II, pursuant to which Archetype Mortgage Funding I LLC sold certain mortgage loans to the depositor.
 
Exhibit 10.4Mortgage Loan Purchase Agreement, dated as of February 1, 2013, between MC-Five Mile Commercial Mortgage Finance LLC and GS Mortgage Securities Corporation II, pursuant to which MC-Five Mile Commercial Mortgage Finance LLC sold certain mortgage loans to the depositor.
 
Exhibit 23Consent Opinion of Cadwalader, Wickersham & Taft LLP, dated February 7, 2013 (included as part of Exhibit 5).
 
 
 

 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the depositor has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
Date: February 7, 2013GS MORTGAGE SECURITIES
CORPORATION II
 
 By:/s/ J. Theodore Borter
 
Name: J. Theodore Borter
 Title:   President
 
 
 

 

 
INDEX TO EXHIBITS
Item 601(a) of
Regulation S-K
Exhibit No.
 Description 
Paper (P) or
Electronic (E)
4 Pooling and Servicing Agreement, dated as of February 1, 2013, by and among GS Mortgage Securities Corporation II, as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Trimont Real Estate Advisors, Inc., as operating advisor, Wells Fargo Bank, National Association, as certificate administrator, and U.S. Bank National Association, as trustee. (E)
     
5 Legality Opinion of Cadwalader, Wickersham & Taft LLP, dated February 7, 2013. (E)
     
8 
Tax Opinion of Cadwalader, Wickersham & Taft LLP, dated February 7, 2013
(included as part of Exhibit 5).
 (E)
     
10.1 Mortgage Loan Purchase Agreement, dated as of February 1, 2013, between Goldman Sachs Mortgage Company and GS Mortgage Securities Corporation II, pursuant to which Goldman Sachs Mortgage Company sold certain mortgage loans to the depositor. (E)
     
10.2 Mortgage Loan Purchase Agreement, dated as of February 1, 2013, between Citigroup Global Markets Realty Corp. and GS Mortgage Securities Corporation II, pursuant to which Citigroup Global Markets Realty Corp. sold certain mortgage loans to the depositor. (E)
     
10.3 Mortgage Loan Purchase Agreement, dated as of February 1, 2013, between Archetype Mortgage Funding I LLC and GS Mortgage Securities Corporation II, pursuant to which Archetype Mortgage Funding I LLC sold certain mortgage loans to the depositor. (E)
     
10.4 Mortgage Loan Purchase Agreement, dated as of February 1, 2013, between MC-Five Mile Commercial Mortgage Finance LLC and GS Mortgage Securities Corporation II, pursuant to which MC-Five Mile Commercial Mortgage Finance LLC sold certain mortgage loans to the depositor. (E)
     
23 
Consent Opinion of Cadwalader, Wickersham & Taft LLP, dated February 7, 2013
(included as part of Exhibit 5).
 (E)