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) June 24, 2014
GS Mortgage Securities Trust 2014-GC22
(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.
Starwood Mortgage Funding I LLC
Cantor Commercial Real Estate Lending, L.P.
(Exact name of sponsors as specified in their charters)
Delaware | 333-191331-04 | 22-3442024 |
(State or other jurisdiction of incorporation of depositor) | (Commission File Number of issuing entity) | (IRS Employer Identification 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 June 24, 2014, GS Mortgage Securities Corporation II (the “Depositor”) caused the issuance, pursuant to a Pooling and Servicing Agreement, dated as of June 1, 2014 (the “Pooling and Servicing Agreement”), among the Depositor, as depositor, Wells Fargo Bank, National Association, as master servicer, CWCapital Asset Management LLC, as special servicer, Pentalpha Surveillance LLC, as operating advisor, Wells Fargo Bank, National Association, as certificate administrator, and Deutsche Bank Trust Company Americas, as trustee, of GS Mortgage Securities Trust 2014-GC22, Commercial Mortgage Pass-Through Certificates, Series 2014-GC22 (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, Class X-B, Class A-S, Class B, Class PEZ and Class C Certificates (collectively, the “Public Certificates”), (ii) the Class X-C, Class X-D, Class D, Class E, Class F, Class G and Class R Certificates (collectively, the “Private Certificates”) and (iii) the Class S Certificates.
All of the Public Certificates, having an aggregate initial principal amount of $830,465,000, were sold to Goldman, Sachs & Co. (“GS&Co.”), Citigroup Global Markets Inc. (“Citigroup”) and Drexel Hamilton, LLC (“Drexel”, and together with GS&Co. and Citigroup, in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, dated as of June 5, 2014 (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 May 30, 2014, as supplemented by the Prospectus Supplement, dated June 5, 2014, 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 $131,000,513, were sold to GS&Co., Citigroup, Drexel, Deutsche Bank Securities Inc. (“DBS”) and Wells Fargo Securities, LLC (together with GS&Co., Citigroup, Drexel and DBS, in such capacities, the “Initial Purchasers”), pursuant to a Purchase Agreement, dated as of June 5, 2014, 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 2014-GC22 (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 59 fixed-rate mortgage loans (the “Mortgage Loans”) secured by first liens on 113 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 June 1, 2014 (the “GSMC Purchase Agreement”), between the Depositor and GSMC, (ii) Citigroup Global Markets Realty Corp. (“CGMRC”), pursuant to a Mortgage Loan Purchase Agreement, dated as of June 1, 2014 the “CGMRC Purchase Agreement”), between the Depositor and CGMRC, (iii) Starwood Mortgage Funding I LLC (“Starwood”), pursuant to a Mortgage Loan Purchase Agreement, dated as of June 1, 2014 (the “Starwood Purchase Agreement”), between the Depositor and Starwood and (iv) Cantor Commercial Real Estate Lending, L.P. (“CCRE”), pursuant to a Mortgage Loan Purchase Agreement, dated as of June 1, 2014 (together with the GSMC Purchase Agreement, the CGMRC Purchase Agreement and the Starwood Purchase Agreement, the “Mortgage Loan Purchase Agreements”), between the Depositor and CCRE.
The net proceeds of the sale of the Certificates were applied to the purchase of the Mortgage Loans by the Depositor from GSMC, CGMRC, Starwood and CCRE. 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 approximately $5,538,741, were approximately $996,620,881. Of the expenses paid by the Depositor, approximately $577,279 were paid directly to affiliates of the Depositor, approximately $1,172,667 in the form of fees were paid to the Underwriters and the Initial Purchasers, approximately $137,500 were paid to or for the Underwriters and the Initial Purchasers, and approximately $4,228,574 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 relating to the price per class of Public Certificates is set forth on Schedule II to the Underwriting Agreement attached as an exhibit to this Form 8-K.
Further information regarding such sales has been previously provided in the Depositor's Prospectus Supplement, dated June 6, 2014 to the Prospectus, dated May 30, 2014. The related registration statement (file no. 333-191331) was originally declared effective on October 21, 2013.
The Underwriting Agreement, 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 1 | Underwriting Agreement, dated as of June 5, 2014, by and among GS Mortgage Securities Corporation II, as depositor, and Goldman, Sachs & Co., Citigroup Global Markets Inc. and Drexel Hamilton, LLC, as underwriters. |
Exhibit 4.1 | Pooling and Servicing Agreement, dated as of June 1, 2014, by and among GS Mortgage Securities Corporation II, as depositor, Wells Fargo Bank, National Association, as master servicer, CWCapital Asset Management LLC, as special servicer, Pentalpha Surveillance LLC, as operating advisor, Wells Fargo Bank, National Association, as certificate administrator, and Deutsche Bank Trust Company Americas, as trustee. |
Exhibit 4.2 | Pooling and Servicing Agreement, dated as of March 1, 2014, among Citigroup Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, U.S. Bank National Association, as trustee, U.S. Bank National Association, as certificate administrator, paying agent and custodian, and Situs Holdings, LLC, as operating advisor. |
Exhibit 4.3 | Pooling and Servicing Agreement, dated as of May 1, 2014, among Citigroup Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, U.S. Bank National Association, as trustee and as certificate administrator and Park Bridge Lender Services LLC, as operating advisor. |
Exhibit 5 | Legality Opinion of Cadwalader, Wickersham & Taft LLP, dated June 24, 2014. |
Exhibit 8 | Tax Opinion of Cadwalader, Wickersham & Taft LLP, dated June 24, 2014 (included as part of Exhibit 5). |
Exhibit 10.1 | Mortgage Loan Purchase Agreement, dated as of June 1, 2014, 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 10.2 | Mortgage Loan Purchase Agreement, dated as of June 1, 2014, 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 10.3 | Mortgage Loan Purchase Agreement, dated as of June 1, 2014, between Starwood Mortgage Funding I LLC and GS Mortgage Securities Corporation II, pursuant to which Starwood Mortgage Funding I LLC sold certain mortgage loans to the depositor. |
Exhibit 10.4 | Mortgage Loan Purchase Agreement, dated as of June 1, 2014, between Cantor Commercial Real Estate Lending, L.P. and GS Mortgage Securities Corporation II, pursuant to which Cantor Commercial Real Estate Lending, L.P. sold certain mortgage loans to the depositor. |
Exhibit 23 | Consent Opinion of Cadwalader, Wickersham & Taft LLP, dated June 24, 2014 (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: June 24, 2014 | GS 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) | |
1 | Underwriting Agreement, dated as of June 5, 2014, by and among GS Mortgage Securities Corporation II, as depositor, and Goldman, Sachs & Co., Citigroup Global Markets Inc. and Drexel Hamilton, LLC, as underwriters. | (E) | |
4.1 | Pooling and Servicing Agreement, dated as of June 1, 2014, by and among GS Mortgage Securities Corporation II, as depositor, Wells Fargo Bank, National Association, as master servicer, CWCapital Asset Management LLC, as special servicer, Pentalpha Surveillance LLC, as operating advisor, Wells Fargo Bank, National Association, as certificate administrator, and Deutsche Bank Trust Company Americas, as trustee. | (E) | |
4.2 | Pooling and Servicing Agreement, dated as of March 1, 2014, among Citigroup Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, U.S. Bank National Association, as trustee, U.S. Bank National Association, as certificate administrator, paying agent and custodian, and Situs Holdings, LLC, as operating advisor. | (E) | |
4.3 | Pooling and Servicing Agreement, dated as of May 1, 2014, among Citigroup Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, U.S. Bank National Association, as trustee and as certificate administrator and Park Bridge Lender Services LLC, as operating advisor. | (E) | |
5 | Legality Opinion of Cadwalader, Wickersham & Taft LLP, dated June 24, 2014. | (E) | |
8 | Tax Opinion of Cadwalader, Wickersham & Taft LLP, dated June 24, 2014 (included as part of Exhibit 5). | (E) | |
10.1 | Mortgage Loan Purchase Agreement, dated as of June 1, 2014, 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 June 1, 2014, 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 June 1, 2014, between Starwood Mortgage Funding I LLC and GS Mortgage Securities Corporation II, pursuant to which Starwood Mortgage Funding I LLC sold certain mortgage loans to the depositor. | (E) | |
10.4 | Mortgage Loan Purchase Agreement, dated as of June 1, 2014, between Cantor Commercial Real Estate Lending, L.P. and GS Mortgage Securities Corporation II, pursuant to which Cantor Commercial Real Estate Lending, L.P. sold certain mortgage loans to the depositor. | (E) | |
23 | Consent Opinion of Cadwalader, Wickersham & Taft LLP, dated June 24, 2014 (included as part of Exhibit 5). | (E) |