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): October 18, 2013
GS Mortgage Securities Trust 2012-GC6
(Exact name of issuing entity as specified in its charter)
GS Mortgage Securities Corporation II
(Exact name of depositor as specified in its charter)
Citigroup Global Markets Realty Corp.
Goldman Sachs Mortgage Company
Archetype Mortgage Funding I LLC
(Exact name of sponsor(s) as specified in its charter)
New York 333-171508-02 38-3867610
(State or other (Commission 38-3867611
jurisdiction File Number) (IRS Employer
of Incorporation) Identification No.)
c/o Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, MD 21045
(Address of principal executive offices) (Zip Code)
Telephone number, including area code: (410) 884-2000
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 (see General Instruction A.2. below):
[ ] 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 6.02 - Change of Servicer or Trustee.
Pursuant to Section 6.08(a) of the Pooling and Servicing Agreement (the "PSA")
relating to the issuing entity known as GS Mortgage Securities Trust 2012-GC6
(the "Trust"), Rialto Real Estate Fund, LP removed CWCapital Asset Management
LLC ("CAM") as special servicer under the PSA and appointed Rialto Capital
Advisors, LLC, a Delaware limited liability company ("Rialto"), as the
successor special servicer under the PSA. The removal of CAM as special
servicer and appointment of Rialto as successor special servicer under the PSA
will be effective as of October 18, 2013.
Pursuant to Section 6.08(a) of the PSA, Rialto Real Estate Fund, LP, as the
Controlling Class Representative under the PSA, has the right, any time prior
to the occurrence and continuance of any Control Termination Event (as defined
in the PSA), to terminate the existing special servicer, with or without cause,
and appoint the successor special servicer, under the PSA.
Rialto has been engaged in the special servicing of commercial mortgage loans
for commercial real estate securitizations since approximately May 2012. As of
June 30, 2013, Rialto and its affiliates were actively special servicing
approximately 4,400 portfolio loans with a principal balance of approximately
$1.6 billion and were responsible for over 1,800 portfolio REO assets with a
principal balance of approximately $2 billion. Rialto is also currently
performing special servicing for 16 commercial real estate securitizations.
With respect to such securitization transactions, Rialto is administering
approximately 1,500 assets with a principal balance of approximately $20
billion. The asset pools specially serviced by Rialto include residential,
multifamily/condo, office, retail, hotel, healthcare, industrial and other
income-producing properties as well as residential and commercial land.
Rialto is a wholly-owned subsidiary of Rialto Capital Management, LLC, a
Delaware limited liability company ("RCM"). RCM is a vertically integrated
commercial real estate investment and asset manager and an indirect
wholly-owned subsidiary of Lennar Corporation ("Lennar") (NYSE: LEN and LEN.B).
RCM is the sponsor of, and certain of its affiliates are investors in, three
private equity funds with aggregate commitments of approximately $1.4 billion
(collectively, the "Funds"), two of which are focused on distressed and
value-add real estate related investments and one focused on mezzanine debt. To
date, RCM has acquired and/or is managing over $5.5 billion of non- and
sub-performing real estate assets, representing over 8,800 loans. Included in
this number are approximately $3 billion in structured transactions with the
Federal Deposit Insurance Corporation. RCM was also a sub-advisor and investor
in an approximately $4.6 billion Public Private Investment Fund with the U.S.
Department of the Treasury which was liquidated in October of 2012.
In addition, RCM has underwritten and purchased, primarily for the Funds,
approximately $1.7 billion in face value of subordinate, newly-originated
commercial mortgage-backed securities bonds in 25 different securitizations
totaling approximately $30 billion in overall transaction size. RCM has the
right to appoint the special servicer for each of these transactions.
RCM has over 270 employees and is headquartered in Miami with two other main
offices located in New York City and Atlanta. In addition, the asset management
platform utilizes six satellite offices located in Las Vegas, Nevada, Phoenix,
Arizona, Aliso Viejo, California, Denver, Colorado, Portland, Oregon and
Charlotte, North Carolina. It is also supported in local markets by the Lennar
infrastructure which provides access to over 5,000 employees across the
country's largest real estate markets.
Rialto has detailed operating policies and procedures which are reviewed at
least annually and updated as appropriate. These policies and procedures for
the performance of its special servicing obligations are, among other things,
in compliance with the applicable servicing criteria set forth in Item 1122 of
Regulation AB. Rialto has developed strategies and procedures for managing
delinquent loans, loans subject to bankruptcies of the borrowers and other
breaches by borrowers of the underlying loan documents that are designed to
maximize value from the assets for the benefit of certificateholders. These
strategies and procedures vary on a case by case basis, and include, but are
not limited to, liquidation of the underlying collateral, note sales,
discounted payoffs, and borrower negotiation or workout in accordance with the
related servicing standard. The strategy pursued by Rialto for any particular
property depends upon, among other things, the terms and provisions of the
underlying loan documents, the jurisdiction where the underlying property is
located and the condition and type of underlying property. Standardization and
automation have been pursued, and continue to be pursued, wherever possible so
as to provide for continued accuracy, efficiency, transparency, monitoring and
controls.
There are, to the actual current knowledge of Rialto, no special or unique
factors of a material nature involved in special servicing the particular types
of assets included in the Trust, as compared to the types of assets specially
serviced by Rialto in other commercial mortgage-backed securitization pools
generally, for which Rialto has developed processes and procedures which
materially differ from the processes and procedures employed by Rialto in
connection with its special servicing of commercial mortgage-backed
securitization pools generally.
There have not been, during the past three years, any material changes to the
policies or procedures of Rialto in the servicing function it will perform
under the PSA for assets of the same type included in the Trust. Rialto does
not believe that its financial condition will have any adverse effect on the
performance of its duties under the PSA and, accordingly, Rialto believes that
its financial condition will not have any material impact on the mortgage pool
performance or the performance of the certificates.
In its capacity as special servicer, Rialto will not have primary
responsibility for custody services of original documents evidencing mortgage
loans. Rialto may from time to time have custody of certain of such documents
as necessary for enforcement actions involving particular mortgage loans or
otherwise. To the extent that Rialto has custody of any such documents for any
such servicing purposes, such documents will be maintained in a manner
consistent with the servicing standard under the PSA.
Rialto does not have any material advancing rights or obligations with respect
to the commercial mortgage-backed securities pools as to which it acts as
special servicer. In certain instances Rialto may have the right or be
obligated to make property related servicing advances in emergency situations
with respect to certain commercial mortgage-backed securities pools as to which
it acts as special servicer.
A description of the material terms of the PSA regarding the special servicing
of the mortgage loans held by the Trust and the special servicer's duties
regarding such mortgage loans, including limitations on the special servicer's
liability under the PSA and terms regarding the special servicer's removal,
replacement, resignation or transfer, is included in the Prospectus Supplement
(SEC File Number 333-171508-02) filed with the Securities and Exchange
Commission on February 6, 2012 pursuant to Rule 424(b)(5) in the section
captioned "The Pooling and Servicing Agreement." A copy of the PSA has been
filed as Exhibit 4 to the Form 8-K filed by the Trust with the Securities and
Exchange Commission on July 23, 2012.
Rialto is an affiliate of Rialto Real Estate Fund, LP, the Controlling Class
Representative under the PSA.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GS Mortgage Securities Corporation II
(Depositor)
/s/ J. Theodore Borter
J. Theodore Borter, President
Date: October 24, 201
