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): March 17, 2014
GS Mortgage Securities Trust 2012-GCJ7
(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
Starwood Mortgage Funding I LLC (f/k/a Archetype Mortgage Funding I LLC)
Jefferies LoanCore LLC
(Exact name of sponsor(s) as specified in its charter)
New York 333-171508-03 38-3880056
(State or other (Commission 38-3880057
jurisdiction File Number) 38-3880058
of Incorporation) 38-3880059
38-3880060
38-3880061
38-7047664
(IRS Employer
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))
Section 6 - Asset-Backed Securities
Item 6.02 - Change of Servicer or Trustee.
Reference is hereby made to the issuing entity known as GS Mortgage Securities
Trust 2012-GCJ7 (the "Trust") and the series of commercial mortgage-pass
through certificates known as the GS Mortgage Securities Trust 2012-GCJ7,
Commercial Mortgage Pass-Through Certificates, Series 2012-GCJ7 (the
"Certificates"). The primary asset of the Trust consists of, and the
Certificates are backed by, a segregated pool of commercial, multifamily and
manufactured housing community mortgage loans (the "Mortgage Loans").
Pursuant to Section 6.08(a) of the Pooling and Servicing Agreement (the "PSA")
dated as of June 1, 2012 relating to the Trust and the Certificates, the
Controlling Class Representative (as defined in the PSA) under the PSA removed
Midland Loan Services, a Division of PNC Bank, National Association
("Midland"), as Special Servicer (as defined in the PSA) for the Mortgage Loans
other than the Whole Loans under the PSA, and appointed CWCapital Asset
Management LLC, a Delaware limited liability company ("CWCAM"), as the
successor Special Servicer for the Mortgage Loans other than the Whole Loans
under the PSA. The removal of Midland as Special Servicer for the Mortgage
Loans other than the Whole Loans and appointment of CWCAM as successor Special
Servicer for the Mortgage Loans other than the Whole Loans under the PSA was
effective as of March 17, 2014. Pursuant to Section 6.08(a) of the PSA, the
Controlling Class Representative under the PSA is entitled, for so long as no
Control Termination Event (as defined in the PSA) has occurred and is
continuing, to terminate the rights and obligations of the existing Special
Servicer for the Mortgage Loans other than the Whole Loans, with or without
cause, and appoint the successor Special Servicer for the Mortgage Loans other
than the Whole Loans under the PSA.
CWCAM maintains a servicing office at 7501 Wisconsin Avenue, Suite 500 West,
Bethesda, Maryland 20814. CWCAM and its affiliates are involved in special
servicing, management and investment management of commercial real estate
assets, including:
* special servicing of commercial and multifamily real estate loans;
* commercial real estate property management; and
* investing in, surveilling and managing as special servicer, commercial real
estate assets including unrated and non-investment grade rated securities
issued pursuant to commercial real estate, collateralized debt obligation,
and commercial mortgage-backed securities ("CMBS") transactions.
CWCAM was organized in June 2005. In July of 2005, it acquired Allied Capital
Corporation's special servicing operations and replaced Allied Capital
Corporation as special servicer for all transactions for which Allied Capital
Corporation served as special servicer. In February 2006, an affiliate of CWCAM
merged with CRIIMI MAE Inc. ("CMAE") and the special servicing operations of
CRIIMI MAE Services L.P., the special servicing subsidiary of CMAE, were
consolidated into the special servicing operations of CWCAM. CWCAM is a
wholly-owned subsidiary of CW Financial Services LLC. CWCAM and its affiliates
own and manage assets similar in type to the assets of the Trust. Accordingly,
the assets of CWCAM and its affiliates may, depending upon the particular
circumstances including the nature and location of such assets, compete with
the mortgaged real properties securing the Mortgage Loans for tenants,
purchasers, financing and so forth. On September 1, 2010, affiliates of certain
Fortress Investment Group LLC managed funds purchased all of the membership
interest of CW Financial Services LLC, the sole member of CWCAM.
As of December 31, 2011, CWCAM acted as special servicer with respect to 149
domestic and one Canadian CMBS pools containing approximately 12,000 loans
secured by properties throughout the United States and Canada with a then
current unpaid principal balance in excess of $151 billion. As of December 31,
2012, CWCAM acted as special servicer with respect to 154 domestic and one
Canadian CMBS pools containing approximately 10,500 loans secured by properties
throughout the United States and Canada with a then current unpaid principal
balance in excess of $140 billion. As of December 31, 2013, CWCAM acted as
special servicer with respect to 160 domestic and one Canadian CMBS pools
containing approximately 9,200 loans secured by properties throughout the
United States and Canada with a then current unpaid principal balance in excess
of $125 billion. Those loans include commercial mortgage loans secured by the
same types of income producing properties as those securing the Mortgage Loans.
CWCAM has one primary office (Bethesda, Maryland) and provides special
servicing activities for investments in various markets throughout the United
States. As of December 31, 2013, CWCAM had 133 employees responsible for the
special servicing of commercial real estate assets. As of December 31, 2013,
within the CMBS pools described in the preceding paragraph, 742 assets were
actually in special servicing. The assets owned, serviced or managed by CWCAM
and its affiliates may, depending upon the particular circumstances, including
the nature and location of such assets, compete with the mortgaged real
properties securing the Mortgage Loans for tenants, purchasers, financing and
so forth. CWCAM does not service or manage any assets other than commercial and
multifamily real estate assets.
CWCAM has policies and procedures in place that govern its special servicing
activities. These policies and procedures for the performance of its special
servicing obligations are, among other things, in compliance with applicable
servicing criteria set forth in Item 1122 of Regulation AB under the Securities
Act of 1933 (as amended, the "Securities Act"), including managing delinquent
loans and loans subject to the bankruptcy of the borrower. 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. CWCAM reviews, updates and/or creates its policies and procedures
throughout the year as needed to reflect any changing business practices,
regulatory demands or general business practice refinements and incorporates
such changes into its manual. Recent refinements include but are not limited to
the improvement of controls and procedures implemented for property cash flow,
wiring instructions and the expansion of unannounced property and employee
audits.
CWCAM occasionally engages consultants to perform property inspections and to
provide close surveillance on a property and its local market; it currently
does not have any plans to engage subservicers to perform on its behalf any of
its duties with respect to this transaction. CWCAM does not have any material
advancing obligations with respect to the CMBS pools as to which it acts as
special servicer. Generally, CWCAM has the right, but not the obligation, to
make property related servicing advances in emergency situations with respect
to CMBS pools as to which it acts as special servicer.
CWCAM will not have primary responsibility for custody services of original
documents evidencing the underlying mortgage loans. On occasion, CWCAM may have
custody of certain of such documents as necessary for enforcement actions
involving particular underlying mortgage loans or otherwise. To the extent that
CWCAM has custody of any such documents, such documents will be maintained in a
manner consistent with the servicing standard.
From time to time CWCAM is a party to lawsuits and other legal proceedings as
part of its duties as a special servicer (e.g., enforcement of loan
obligations) and/or arising in the ordinary course of business. There are
currently no legal proceedings pending, and no legal proceedings known to be
contemplated by governmental authorities, against CWCAM or of which any of its
property is the subject, that is material to the certificateholders.
No securitization transaction involving commercial or multifamily mortgage
loans in which CWCAM was acting as special servicer has experienced an event of
default as a result of any action or inaction on the part of CWCAM 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 333-171508-03) filed with the Securities and Exchange
Commission on June 5, 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 June 5, 2012.
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/ Leah Nivison
Leah Nivison, Vice President
Date: March 21, 201
