UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark one)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2012
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number: 333-171508-03
GS Mortgage Securities Trust 2012-GCJ7
(exact name of issuing entity as specified in its charter)
GS Mortgage Securities Corporation II
(exact name of the depositor as specified in its charter)
Citigroup Global Markets Realty Corp.
Goldman Sachs Mortgage Company
Archetype Mortgage Funding I LLC
Jefferies LoanCore LLC
(exact name of the sponsor as specified in its charter)
New York 38-3880056
(State or other jurisdiction of 38-3880057
incorporation or organization) 38-3880058
38-3880059
38-3880060
38-3880061
38-7047664
(I.R.S. Employer
Identification No.)
c/o Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, MD 21045
(Address of principal executive (Zip Code)
offices)
Telephone number, including area code: (410) 884-2000
Securities registered pursuant to Section 12(b) of the Act:
NONE.
Securities registered pursuant to Section 12(g) of the Act:
NONE.
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
Yes ___ No X
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.
Yes ___ No X
Note - Checking the box above will not relieve any registrant required to
file reports pursuant to Section 13 or 15(d) of the Exchange Act from their
obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No ___
Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
(Section 232.405 of this chapter) during the preceding 12 months (or for
such shorter period that the registrant was required to submit and post such
files).
Not applicable.
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K.
Not applicable.
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer", "accelerated
filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ___
Accelerated filer ___
Non-accelerated filer X (Do not check if a smaller reporting company)
Smaller reporting company ___
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Act).
Yes ___ No X
State the aggregate market value of the voting and non-voting 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.
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 NOTE
The purpose of this Amendment No. 1 to our Annual Report on Form 10-K for
the fiscal year ended December 31, 2012 as filed with the Securities and
Exchange Commission (the "SEC") on March 29, 2013, is to file an amended
and restated Rule 13a-14(d)/15d-14(d) Certification, listed as Exhibits 31 of
the Exhibit List under Item 15(a)(3) of Part IV of the Annual Report on Form
10-K for the fiscal year ended December 31, 2012 for GS Mortgage Securities
Trust 2012-GCJ7 (the "Original Form 10-K").
No other changes have been made to the Original Form 10-K other than the
furnishing of the exhibit described above. This Amendment No. 1 does not
reflect subsequent events occurring after the original filing date of the
Original Form 10-K or modify or update in any way disclosures made in the
Original Form 10-K.
PART I
Item 1. Business.
Omitted.
Item 1A. Risk Factors.
Omitted.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
Omitted.
Item 3. Legal Proceedings.
Omitted.
Item 4. Mine Safety Disclosures.
Not Applicable.
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities.
Omitted.
Item 6. Selected Financial Data.
Omitted.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Omitted.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Omitted.
Item 8. 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.
Omitted.
Item 9B. Other Information.
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Omitted.
Item 11. Executive Compensation.
Omitted.
Item 12. 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 Accounting Fees and Services.
Omitted.
ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB
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.
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.
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.
Item 1117 of Regulation AB, Legal Proceedings.
The registrant knows of no material pending legal proceedings involving the
Trust and all parties related to such Trust, other than routine litigation
incidental to the duties of those respective parties.
Item 1119 of Regulation AB, Affiliations and Certain Relationships and Related
Transactions.
The information regarding this Item has been previously disclosed in a
Prospectus Supplement of the registrant relating to the issuing entity filed on
June 5, 2012 pursuant to Rule 424(b)(5).
Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.
The reports on assessment of compliance with the servicing criteria for
asset-backed securities and the related attestation reports on such assessments
of compliance are attached hereto under Item 15. Attached as Exhibit O to the
Pooling and Servicing Agreement incorporated by reference as Exhibit 4 to this
report is a chart identifying the entities participating in the servicing
function for the transaction responsible for each applicable servicing criteria
set forth in Item 1122(d).
The assessment of compliance with applicable servicing criteria for the twelve
months ended December 31, 2012, furnished pursuant to Item 1122 of Regulation
AB by the Corporate Trust Services division of Wells Fargo Bank (the "2012
Wells Assessment") for its platform, discloses that material instances of
noncompliance occurred with respect to the servicing criteria described in
Items 1122(d)(3)(i)(B) and 1122(d)(3)(ii) of Regulation AB. The 2012 Wells
Assessment is attached to this Form 10-K as exhibit 33.7.
The remainder of the paragraphs in this response to Item 1122 was provided by
Wells Fargo Bank and references to the "Company" and "Management" in such
paragraphs are references to Wells Fargo and its management.
Schedule A
Material Instances of Noncompliance by the Company
Management's assessment of compliance with the Applicable Servicing Criteria
set forth by the Securities and Exchange Commission in paragraph (d) of Item
1122 of Regulation AB as of December 31, 2012 and for the Period, disclosed
that material instances of noncompliance occurred with respect to the servicing
criteria set forth in both of Items 1122(d)(3)(i)(B) and 1122(d)(3)(ii), as
follows:
* With respect to servicing criterion 1122(d)(3)(i)(B), certain reports to
investors did not provide information calculated in accordance with the terms
specified in the transaction agreements.
* With respect to servicing criterion 1122(d)(3)(ii), certain amounts due to
investors were not allocated and remitted in accordance with timeframes,
distribution priority and other terms set forth in the transaction agreements.
Schedule B
Management's Discussion on Material Instances of Noncompliance by the Company
Disclosure: During the Period, Wells Fargo identified Payment Errors (as
defined below) and Reporting Errors (as defined below) on certain residential
mortgage-backed securities ("RMBS") transactions in the Platform. Although no
individually identified error, in and of itself, was found to be material to
the Platform, when the errors were considered in the aggregate, Management
determined that, for Platform purposes, there were material instances of
noncompliance with respect to both Items 1122(d)(3)(i)(B) and 1122(d)(3)(ii) of
Regulation AB.
For purposes of this Schedule B, the term "Payment Errors" means the identified
payment errors that occurred during the Period and that, when considered in the
aggregate, led to Management's determination that there was a material instance
of noncompliance for the Platform with respect to Item 1122(d)(3)(i)(B) of
Regulation AB. For purposes of this Schedule B, the term "Reporting Errors"
means the identified reporting errors that occurred during the Period and that,
when considered in the aggregate, led to Management's determination that there
was a material instance of noncompliance for the Platform with respect to Item
1122(d)(3)(ii) of Regulation AB.
The identified Payment Errors and Reporting Errors on such RMBS transactions
were attributable to certain failures in processes relating to waterfall
calculations and reporting that, although adapted over time, still
insufficiently addressed the impact of the unprecedented levels of collateral
degradation in RMBS transactions on the calculation of principal and interest
payments and losses and associated investor reporting.
Scope of the Material Instances of Noncompliance: The identified Payment Errors
and Reporting Errors that led to Management's determination that material
instances of noncompliance with respect to the Platform had occurred were
limited to certain RMBS transactions in the Platform. There were no identified
Payment Errors or Reporting Errors for non-RMBS transactions in the Platform
which contributed to Management's determination that there were material
instances of noncompliance for the Platform. In some instances, the identified
Payment Errors which contributed to Management's determination that there were
material instances of noncompliance for the Platform were also considered
material to the transactions on which they occurred. None of the identified
Reporting Errors which contributed to Management's determination that there
were material instances of noncompliance for the Platform were considered
material for a particular transaction. For all transactions in the Platform
(including RMBS transactions with identified Payment Errors and Reporting
Errors), Management delivered an Item 1123 certification to the extent it was
required to do so pursuant to the requirements of the applicable transaction
documents and Regulation AB. Where there was an identified Payment Error that
was considered material for an individual transaction, the Item 1123
certification included a description of the nature and scope of such error.
Remediation: Appropriate actions have been taken or are in the process of being
taken to remediate the identified Payment Errors and Reporting Errors that led
to Management's determination that material instances of noncompliance with
respect to the Platform had occurred. Further, adjustments have been or will be
made to the waterfall calculations and other operational processes and quality
control measures applied to the RMBS transactions in the Platform to minimize
the risk of future payment and reporting errors.
Material Instance of Noncompliance by any Vendor
NONE
Material Deficiencies in Company's Policies and Procedures to Monitor
Vendor's Compliance
NONE
Item 1123 of Regulation AB, Servicer Compliance Statement.
The servicer compliance statements are attached hereto under Item 15.
Part IV
Item 15. Exhibits, Financial Statement Schedules.
(a) Exhibits.
(1) Not applicable.
(2) Not applicable.
(3)
(4) Pooling and Servicing Agreement, dated as of June 1, 2012, 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 special servicer, Situs Holdings, LLC,
as operating advisor, Wells Fargo Bank, National Association, as certificate
administrator, and Deutsche Bank National Trust Company, as trustee (Filed
as Exhibit 4 to the Registrant's Current Report on Form 8-K, dated June 5,
2012, and Filed by the Registrant on June 5, 2012, and incorporated by
reference herein).
(10.1) Mortgage Loan Purchase Agreement, dated as of June 1, 2012, 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 (Filed as Exhibit 10.1 to the Registrant's Current Report
on Form 8-K, dated June 5, 2012, and Filed by the Registrant on June 5, 2012,
and incorporated by reference herein).
(10.2) Mortgage Loan Purchase Agreement, dated as of June 1, 2012, 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 (Filed as Exhibit 10.2 to the Registrant's
Current Report on Form 8-K, dated June 5, 2012, and Filed by the Registrant
on June 5, 2012, and incorporated by reference herein).
(10.3) Mortgage Loan Purchase Agreement, dated as of June 1, 2012, 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 (Filed as Exhibit 10.3 to the Registrant's Current
Report on Form 8-K, dated June 5, 2012, and Filed by the Registrant on June
5, 2012, and incorporated by reference herein).
(10.4) Mortgage Loan Purchase Agreement, dated as of June 1, 2012, between
Jefferies LoanCore LLC and GS Mortgage Securities Corporation II, pursuant
to which Jefferies LoanCore LLC sold certain mortgage loans to the depositor
(Filed as Exhibit 10.4 to the Registrant's Current Report on Form 8-K, dated
June 5, 2012, and Filed by the Registrant on June 5, 2012, and incorporated
by reference herein).
(31) Rule 13a-14(d)/15d-14(d) Certification.
(33) Reports on assessment of compliance with servicing criteria for
asset-backed securities.
33.1 CoreLogic Commercial Real Estate Services, Inc. as Servicing Function Participant
for Wells Fargo Bank, N.A.
33.2 Deutsche Bank National Trust Company Americas as Trustee
33.3 Midland Loan Services, A Division of PNC Bank, National Association as Special Servicer
33.4 National Tax Search, LLC as Servicing Function Participant for Wells Fargo Bank, N.A.
33.5 Situs Holdings, LLC as Operating Advisor
33.6 Wells Fargo Bank, N.A. as Master Servicer
33.7 Wells Fargo Bank, N.A. as Certificate Administrator
33.8 Wells Fargo Bank, N.A. as Custodian
(34) Attestation reports on assessment of compliance with servicing criteria
for asset-backed securities.
34.1 CoreLogic Commercial Real Estate Services, Inc. as Servicing Function Participant
for Wells Fargo Bank, N.A.
34.2 Deutsche Bank National Trust Company Americas as Trustee
34.3 Midland Loan Services, A Division of PNC Bank, National Association as Special Servicer
34.4 National Tax Search, LLC as Servicing Function Participant for Wells Fargo Bank, N.A.
34.5 Situs Holdings, LLC as Operating Advisor
34.6 Wells Fargo Bank, N.A. as Master Servicer
34.7 Wells Fargo Bank, N.A. as Certificate Administrator
34.8 Wells Fargo Bank, N.A. as Custodian
(35) Servicer compliance statement.
35.1 Midland Loan Services, A Division of PNC Bank, National Association as Special Servicer
35.2 Wells Fargo Bank, N.A. as Master Servicer
35.3 Wells Fargo Bank, N.A. as Certificate Administrator
(b) See Item 15(a) above.
(c) Omitted.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
GS Mortgage Securities Corporation II
(Depositor)
/s/ J. Theodore Borter
J. Theodore Borter, President
(senior officer in charge of securitization of the depositor)
Date: June 25, 2013
Exhibit Index
Exhibit No.
(1) Not applicable.
(2) Not applicable.
(3)
(4) Pooling and Servicing Agreement, dated as of June 1, 2012, 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 special servicer, Situs Holdings, LLC,
as operating advisor, Wells Fargo Bank, National Association, as
certificate administrator, and Deutsche Bank National Trust Company, as
trustee (Filed as Exhibit 4 to the Registrant's Current Report on Form 8-K,
dated June 5, 2012, and Filed by the Registrant on June 5, 2012, and
incorporated by reference herein).
(10.1) Mortgage Loan Purchase Agreement, dated as of June 1, 2012, 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 (Filed as Exhibit 10.1 to the Registrant's Current
Report on Form 8-K, dated June 5, 2012, and Filed by the Registrant on June
5, 2012, and incorporated by reference herein).
(10.2) Mortgage Loan Purchase Agreement, dated as of June 1, 2012, 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 (Filed as Exhibit 10.2 to the
Registrant's Current Report on Form 8-K, dated June 5, 2012, and Filed by
the Registrant on June 5, 2012, and incorporated by reference herein).
(10.3) Mortgage Loan Purchase Agreement, dated as of June 1, 2012, 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 (Filed as Exhibit 10.3 to the Registrant's Current
Report on Form 8-K, dated June 5, 2012, and Filed by the Registrant on June
5, 2012, and incorporated by reference herein).
(10.4) Mortgage Loan Purchase Agreement, dated as of June 1, 2012, between
Jefferies LoanCore LLC and GS Mortgage Securities Corporation II, pursuant
to which Jefferies LoanCore LLC sold certain mortgage loans to the
depositor (Filed as Exhibit 10.4 to the Registrant's Current Report on Form
8-K, dated June 5, 2012, and Filed by the Registrant on June 5, 2012, and
incorporated by reference herein).
(31) Rule 13a-14(d)/15d-14(d) Certification.
(33) Reports on assessment of compliance with servicing criteria for
asset-backed securities.
33.1 CoreLogic Commercial Real Estate Services, Inc. as Servicing Function Participant
for Wells Fargo Bank, N.A.
33.2 Deutsche Bank National Trust Company Americas as Trustee
33.3 Midland Loan Services, A Division of PNC Bank, National Association as Special Servicer
33.4 National Tax Search, LLC as Servicing Function Participant for Wells Fargo Bank, N.A.
33.5 Situs Holdings, LLC as Operating Advisor
33.6 Wells Fargo Bank, N.A. as Master Servicer
33.7 Wells Fargo Bank, N.A. as Certificate Administrator
33.8 Wells Fargo Bank, N.A. as Custodian
(34) Attestation reports on assessment of compliance with servicing
criteria for asset-backed securities.
34.1 CoreLogic Commercial Real Estate Services, Inc. as Servicing Function Participant
for Wells Fargo Bank, N.A.
34.2 Deutsche Bank National Trust Company Americas as Trustee
34.3 Midland Loan Services, A Division of PNC Bank, National Association as Special Servicer
34.4 National Tax Search, LLC as Servicing Function Participant for Wells Fargo Bank, N.A.
34.5 Situs Holdings, LLC as Operating Advisor
34.6 Wells Fargo Bank, N.A. as Master Servicer
34.7 Wells Fargo Bank, N.A. as Certificate Administrator
34.8 Wells Fargo Bank, N.A. as Custodian
(35) Servicer compliance statement.
35.1 Midland Loan Services, A Division of PNC Bank, National Association as Special Servicer
35.2 Wells Fargo Bank, N.A. as Master Servicer
35.3 Wells Fargo Bank, N.A. as Certificate Administrator
