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) | November 30, 2016 |
GS Mortgage Securities Trust 2016-GS4 |
(Exact name of issuing entity) |
GS Mortgage Securities Corporation II |
(Exact name of the depositor as specified in its charter) |
Goldman Sachs Mortgage Company |
(Exact name of the sponsor as specified in its charters) |
Delaware | 333-207677-03 | 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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] 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 November 30, 2016, GS Mortgage Securities Corporation II (the “Depositor”) caused the issuance, pursuant to a Pooling and Servicing Agreement, dated as of November 1, 2016 (the “Pooling and Servicing Agreement”), among the Depositor, as depositor, Wells Fargo Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as a special servicer, Wells Fargo Bank, National Association, as a special servicer, AEGON USA Realty Advisors, LLC, as a special servicer, Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, Wells Fargo Bank, National Association, as certificate administrator and Wilmington Trust, National Association, as trustee, of GS Mortgage Securities Trust 2016-GS4, Commercial Mortgage Pass-Through Certificates, Series 2016-GS4 (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-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 D, Class X-D, Class E, Class F, Class G and Class R Certificates (collectively, the “Private Certificates”), (iii) the Class AMA-A, Class X-AMA, Class AMA-B, Class AMA-C and Class AMA-D Certificates (collectively, the “AMA Plaza Loan-Specific Certificates”), (iv) the Class 225-A, Class X-225, Class 225-B, Class 225-C, Class 225-D and Class 225-E Certificates (collectively, the “225 Bush Street Loan-Specific Certificates”) and (v) the Class S Certificates.
All of the Public Certificates, having an aggregate initial principal amount of $903,354,000, were sold to Goldman, Sachs & Co. (“GS&Co.”), Academy Securities, Inc. (“Academy”), Drexel Hamilton, LLC (“Drexel”) and Morgan Stanley & Co. LLC (“MS&Co.”, and together with GS&Co., Academy and Drexel, in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, dated as of November 16, 2016 (the “Underwriting Agreement”), among the Depositor and the Underwriters. GS&Co. is acting as the lead manager. The Public Certificates were offered by the Underwriters for sale to the public, pursuant to the Depositor’s Prospectus, dated November 17, 2016, 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 $123,185,204, were sold to GS&Co., Academy, Drexel and MS&Co. (together, in such capacities, the “Initial Purchasers”), pursuant to a Purchase Agreement, dated as of November 16, 2016, 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.
All of the AMA Plaza Loan-Specific Certificates, having an aggregate initial principal amount of $101,600,000, were sold to GS&Co. (in such capacity, the “Loan-Specific Initial Purchaser”), pursuant to a Loan-Specific Purchase Agreement, dated as of November 16, 2016, between the Depositor and the Loan-Specific Initial Purchaser. The AMA Plaza Loan-Specific Certificates were sold in a private placement transactions exempt from registration under the Act, pursuant to Section 4(2) of the Act.
All of the 225 Bush Street Loan-Specific Certificates, having an aggregate initial principal amount of $113,000,000, were sold to the Loan-Specific Initial Purchaser, pursuant to a Loan-Specific Purchase Agreement, dated as of November 16, 2016, between the Depositor and the Loan-Specific Initial Purchaser. The 225 Bush Street Loan-Specific Certificates were sold in a private placement transactions exempt from registration under 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 2016-GS4 (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 33 fixed-rate mortgage loans (the “First Lien Mortgage Loans”) secured by first liens on 95 commercial properties (the “Mortgaged Properties”) and two subordinate interests, each in a commercial mortgage loan (the “Trust Subordinate Companion Loans”, and together with the First Lien Mortgage Loans, the “Mortgage Loans”). The Mortgage Loans were acquired by the Depositor from Goldman Sachs Mortgage Company (“GSMC”), pursuant to a Mortgage Loan Purchase Agreement, dated as of November 1, 2016 (the “Mortgage Loan Purchase Agreement”), between the Depositor and GSMC.
Each of the Whole Loans secured by the Mortgaged Properties identified on Exhibit B to the Pooling and Servicing Agreement as “AMA Plaza,” “225 Bush Street” and “Simon Premium Outlets” will be serviced and administered pursuant to (i) the Pooling and Servicing Agreement and (ii) the related Co-Lender Agreement (as defined in the Pooling and Servicing Agreement), as to which an executed version is attached hereto asExhibit 4.4,4.5 and4.8, respectively.
Each of the Whole Loans secured by the Mortgaged Properties identified on Exhibit B to the Pooling and Servicing Agreement as “540 West Madison”, “U.S. Industrial Portfolio”, “Hamilton Place” and “Embassy Suites Portland Airport” will be serviced and administered pursuant to (i) a pooling and servicing agreement, an executed version of which is attached hereto asExhibit 4.2 and which is dated as of September 1, 2016, among GS Mortgage Securities Corporation II, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as a special servicer, Trimont Real Estate Advisors, LLC, as a special servicer, Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, and Wells Fargo Bank, National Association, as certificate administrator and as trustee and (ii) the related Co-Lender Agreement (as defined in the Pooling and Servicing Agreement), as to which an executed version is attached hereto asExhibit 4.6,4.7,4.9 and4.10, respectively.
The Whole Loan secured by the Mortgaged Property identified on Exhibit B to the Pooling and Servicing Agreement as “Residence Inn and SpringHill Suites North Shore” will be serviced and administered pursuant to (i) a pooling and servicing agreement, an executed version of which is attached hereto asExhibit 4.3 and which is dated as of May 1, 2016, among GS Mortgage Securities Corporation II, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as a special servicer, Torchlight Loan Services, LLC, as a special servicer, Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, and Wells Fargo Bank, National Association, as certificate administrator and as trustee, and (ii) the related Co-Lender Agreement (as defined in the Pooling and Servicing Agreement), as to which an executed version is attached hereto asExhibit 4.11.
The net proceeds of the sale of the Certificates were applied to the purchase of the Mortgage Loans by the Depositor from GSMC. 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 $8,276,271, were approximately $1,233,982,725. Of the expenses paid by the Depositor, approximately $1,551,424 were paid directly to affiliates of the Depositor, approximately $1,701,424 in the form of fees were paid to the Underwriters, the Initial Purchasers and the Loan-Specific Initial Purchaser, approximately $160,000 were paid to or for the Underwriters, the Initial Purchasers and the Loan-Specific Initial Purchaser, and approximately $6,414,847 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, dated November 17, 2016. The related registration statement (file no. 333-207677) was originally declared effective on December 17, 2015 In connection with such Prospectus, the Chief Executive Officer of the Registrant has provided the certification attached hereto asExhibit 36.1.
The Underwriting Agreement, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreement 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 November 16, 2016, by and among GS Mortgage Securities Corporation II, as depositor, and Goldman, Sachs & Co., Academy Securities, Inc., Drexel Hamilton, LLC and Morgan Stanley & Co. LLC, as underwriters. |
Exhibit 4.1 | Pooling and Servicing Agreement, dated as of November 1, 2016, by and among GS Mortgage Securities Corporation II, as depositor, Wells Fargo Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as a special servicer, Wells Fargo Bank, National Association, as a special servicer, AEGON USA Realty Advisors, LLC, as a special servicer, Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, Wells Fargo Bank, National Association, as certificate administrator and Wilmington Trust, National Association, as trustee. |
Exhibit 4.2 | Pooling and Servicing Agreement, dated as of September 1, 2016, by and among GS Mortgage Securities Corporation II, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as a special servicer, Trimont Real Estate Advisors, LLC, as a special servicer, Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, and Wells Fargo Bank, National Association, as certificate administrator and as trustee. |
Exhibit 4.3 | Pooling and Servicing Agreement, dated as of May 1, 2016, by and among GS Mortgage Securities Corporation II, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Torchlight Loan Services, LLC, as a special servicer, Rialto Capital Advisors, LLC, as a special servicer, Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, and Wells Fargo Bank, National Association, as certificate administrator and as trustee. |
Exhibit 4.4 | Agreement Between Noteholders, dated as of November 17, 2016, by and among Goldman Sachs Mortgage Company, as Initial Note A-1 Holder, Goldman Sachs Mortgage Company, as Initial Note A-2 Holder, Goldman Sachs Mortgage Company, as Initial Note B Holder, and SHBNPP Global Professional Investment Type Private Real Estate Investment Trust No.6, as Initial Note C Holder. |
Exhibit 4.5 | Co-Lender Agreement, dated as of November 1, 2016, by and among GS Commercial Real Estate LP, as Initial Note A-1 Holder, GS Commercial Real Estate LP, as Initial Note A-2 Holder, and GS Commercial Real Estate LP, as Initial Note B Holder. |
Exhibit 4.6 | Agreement Between Noteholders, dated as of September 7, 2016, by and among Goldman Sachs Mortgage Company, as Note A-1 Holder, Goldman Sachs Mortgage Company, as Note A-2 Holder, Goldman Sachs Mortgage Company, as Note B Holder, and Goldman Sachs Mortgage Company, as Note C Holder. |
Exhibit 4.7 | Co-Lender Agreement, dated as of September 1, 2016, by and among Goldman Sachs Mortgage Company, as Initial Note A-1 Holder, Goldman Sachs Mortgage Company, as Initial Note A-2 Holder, Goldman Sachs Mortgage Company, as Initial Note A-3 Holder, and Goldman Sachs Mortgage Company, as Initial Note A-4 Holder. |
Exhibit 4.8 | Co-Lender Agreement, dated as of November 1, 2016, by and between Goldman Sachs Mortgage Company, as Initial Note A-1 Holder, and Goldman Sachs Mortgage Company, as Initial Note A-2 Holder. |
Exhibit 4.9 | Co-Lender Agreement, dated as of September 1, 2016, by and between Goldman Sachs Mortgage Company, as Initial Note A-1 Holder, and Goldman Sachs Mortgage Company, as Initial Note A-2 Holder. |
Exhibit 4.10 | Co-Lender Agreement, dated as of September 1, 2016, by and between Goldman Sachs Mortgage Company, as Initial Note A-1 Holder, and Goldman Sachs Mortgage Company, as Initial Note A-2 Holder. |
Exhibit 4.11 | Amended and Restated Co-Lender Agreement, dated as of September 1, 2016, by and among Wells Fargo Bank, National Association, as Trustee, for the Benefit of the Registered Holders of the GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2016-GS2, as Note A-1 Holder, Goldman Sachs Mortgage Company, as Initial Note A-2-1 Holder, and Goldman Sachs Mortgage Company, as Initial Note A-2-2 Holder. |
Exhibit 5 | Legality Opinion of Cadwalader, Wickersham & Taft LLP, dated November 30, 2016. |
Exhibit 8 | Tax Opinion of Cadwalader, Wickersham & Taft LLP, dated November 30, 2016 (included as part of Exhibit 5). |
Exhibit 10 | Mortgage Loan Purchase Agreement, dated as of November 1, 2016, 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 23 | Consent Opinion of Cadwalader, Wickersham & Taft LLP, dated November 30, 2016 (included as part of Exhibit 5) |
Exhibit 36.1 | Depositor’s Certification for Shelf Offerings of Asset-Backed Securities in respect of that certain Prospectus, dated November 17, 2016 |
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: November 30, 2016 | GS MORTGAGE SECURITIES CORPORATION II | ||
By: | /s/ Leah Nivison | ||
Name:Leah Nivison | |||
Title: Chief Executive Officer |
INDEX TO EXHIBITS
Item 601(a) of Regulation S-K Exhibit No. | Description | Paper (P) or Electronic (E) | |
1 | Underwriting Agreement, dated as of November 16, 2016, by and among GS Mortgage Securities Corporation II, as depositor, and Goldman, Sachs & Co., Academy Securities, Inc., Drexel Hamilton, LLC and Morgan Stanley & Co. LLC, as underwriters. | (E) | |
4.1
| Pooling and Servicing Agreement, dated as of November 1, 2016, by and among GS Mortgage Securities Corporation II, as depositor, Wells Fargo Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as a special servicer, Wells Fargo Bank, National Association, as a special servicer, AEGON USA Realty Advisors, LLC, as a special servicer, Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, Wells Fargo Bank, National Association, as certificate administrator and Wilmington Trust, National Association, as trustee. | (E) | |
4.2 | Pooling and Servicing Agreement, dated as of September 1, 2016, by and among GS Mortgage Securities Corporation II, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as a special servicer, Trimont Real Estate Advisors, LLC, as a special servicer, Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, and Wells Fargo Bank, National Association, as certificate administrator and as trustee. | (E) | |
4.3 | Pooling and Servicing Agreement, dated as of May 1, 2016, by and among GS Mortgage Securities Corporation II, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Torchlight Loan Services, LLC, as a special servicer, Rialto Capital Advisors, LLC, as a special servicer, Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, and Wells Fargo Bank, National Association, as certificate administrator and as trustee. | (E) | |
4.4 | Agreement Between Noteholders, dated as of November 17, 2016, by and among Goldman Sachs Mortgage Company, as Initial Note A-1 Holder, Goldman Sachs Mortgage Company, as Initial Note A-2 Holder, Goldman Sachs Mortgage Company, as Initial Note B Holder, and SHBNPP Global Professional Investment Type Private Real Estate Investment Trust No.6, as Initial Note C Holder. | (E) | |
4.5 | Co-Lender Agreement, dated as of November 1, 2016, by and among GS Commercial Real Estate LP, as Initial Note A-1 Holder, GS Commercial Real Estate LP, as Initial Note A-2 Holder, and GS Commercial Real Estate LP, as Initial Note B Holder. | (E) | |
4.6 | Agreement Between Noteholders, dated as of September 7, 2016, by and among Goldman Sachs Mortgage Company, as Note A-1 Holder, Goldman Sachs Mortgage Company, as Note A-2 Holder, Goldman Sachs Mortgage Company, as Note B Holder, and Goldman Sachs Mortgage Company, as Note C Holder. | (E) | |
4.7 | Co-Lender Agreement, dated as of September 1, 2016, by and among Goldman Sachs Mortgage Company, as Initial Note A-1 Holder, Goldman Sachs Mortgage Company, as Initial Note A-2 Holder, Goldman Sachs Mortgage Company, as Initial Note A-3 Holder, and Goldman Sachs Mortgage Company, as Initial Note A-4 Holder. | (E) | |
4.8 | Co-Lender Agreement, dated as of November 1, 2016, by and between Goldman Sachs Mortgage Company, as Initial Note A-1 Holder, and Goldman Sachs Mortgage Company, as Initial Note A-2 Holder. | (E) | |
4.9 | Co-Lender Agreement, dated as of September 1, 2016, by and between Goldman Sachs Mortgage Company, as Initial Note A-1 Holder, and Goldman Sachs Mortgage Company, as Initial Note A-2 Holder. | (E) | |
4.10 | Co-Lender Agreement, dated as of September 1, 2016, by and between Goldman Sachs Mortgage Company, as Initial Note A-1 Holder, and Goldman Sachs Mortgage Company, as Initial Note A-2 Holder. | (E) | |
4.11 | Amended and Restated Co-Lender Agreement, dated as of September 1, 2016, by and among Wells Fargo Bank, National Association, as Trustee, for the Benefit of the Registered Holders of the GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2016-GS2, as Note A-1 Holder, Goldman Sachs Mortgage Company, as Initial Note A-2-1 Holder, and Goldman Sachs Mortgage Company, as Initial Note A-2-2 Holder. | (E) | |
5 | Legality Opinion of Cadwalader, Wickersham & Taft LLP, dated November 30, 2016 | (E) | |
8 | Tax Opinion of Cadwalader, Wickersham & Taft LLP, dated November 30, 2016 (included as part of Exhibit 5). | (E) | |
10 | Mortgage Loan Purchase Agreement, dated as of November 1, 2016, 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) | |
23 | Consent Opinion of Cadwalader, Wickersham & Taft LLP, dated November 30, 2016 (included as part of Exhibit 5). | (E) | |
36.1 | Depositor’s Certification for Shelf Offerings of Asset-Backed Securities in respect of that certain Prospectus, dated November 17, 2016 | (E) |