Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(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, 2013
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: 333-171508-02
GS Mortgage Securities Trust 2012-GC6
(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)
Goldman Sachs Mortgage Company
Citigroup Global Markets Realty Corp.
Starwood Mortgage Funding I LLC (f/k/a Archetype Mortgage Funding I LLC)
(exact names of the sponsors as specified in their charters)
New York 38-3867610
(State or other jurisdiction of 38-3867611
incorporation or organization) (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)
Registrant's telephone number, including area code: (212) 902-1000
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
CWCapital Asset Management LLC ("CWAM") acted as the special servicer of the
mortgage loans serviced under the Pooling and Servicing Agreement prior to
October 18, 2013 when it was removed as special servicer under the Pooling
and Servicing Agreement and replaced by Rialto Capital Advisors, LLC
("Rialto"). Included in this Annual Report on Form 10-K as Exhibits 33.1, 34.1
and 35.1, respectively, are assessments of compliance with applicable
servicing criteria, accountants' attestation reports on assessments of
compliance with applicable servicing criteria and annual compliance statements
for the reporting period January 1, 2013 through October 17, 2013 for CWAM.
Rialto assumed the obligations of CWAM as special servicer under the Pooling
and Servicing Agreement as of October 18, 2013. Included in this Annual
Report on Form 10-K as Exhibits 33.3, 34.3 and 35.3, respectively, are
assessments of compliance with applicable servicing criteria, accountants'
attestation reports on assessments of compliance with applicable servicing
criteria and annual compliance statements for the reporting period October 18,
2013 through December 31, 2013 for Rialto.
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 of Pool Assets Financial
Information.
The Meadowood Mall Mortgage Loan (Loan #1 on Annex A of the prospectus
supplement of the Registrant relating to the issuing entity filed on February 6,
2012 pursuant to Rule 424(b)(5)) constitutes a significant obligor within the
meaning of Item 1101(k)(2) of Regulation AB. In accordance with Item 1112(b) of
Regulation AB, the most recent unaudited net operating income of the significant
obligor was $14,776,141 for the twelve-month period ended December 31, 2013.
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 February 6, 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
Annual Report on Form 10-K is a chart identifying the entities participating in
a 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, 2013, furnished pursuant to Item 1122 of
Regulation AB by KeyBank National Association (the "2013 KeyBank Assessment")
for its commercial real estate mortgage loans platform, discloses that
material instances of noncompliance occurred with respect to the servicing
criteria described in Items 1122(d)(4)(i) and 1122(d)(4)(x)(c) of Regulation AB.
The 2013 KeyBank Assessment is attached to this Form 10-K as exhibit 33.2. The
material instances of noncompliance disclosed in the 2013 KeyBank Assessment
are as follows:
1) KeyBank National Association ("KeyBank") has identified the following
material instances of noncompliance with servicing criteria 1122(d)(4)(i) and
1122(d)(4)(x)(c) applicable to the commercial loans securitized during the year
ended December 31, 2013, as follows:
i) 1122(d)(4)(i) - Collateral or security on pool assets is maintained as
required by the transaction agreements or related pool asset documents.
ii) 1122(d)(4)(x)(c)-Regarding any funds held in trust for an obligor (such as
escrow accounts): Such funds are returned to the obligor within 30 calendar days
of full repayment of the related pool asset, or such other number of days
specified in the transaction agreements.
2) KeyBank has implemented the following remediation procedures:
i) 1122(d)(4)(i)- Regarding UCC filings, it was discovered, upon transfer of the
servicing to KeyBank from the previous servicer, that two loans did not have
appropriate UCC filings originally filed or continued. The loans have since
been corrected, and KeyBank determined that no liens were filed in front of the
UCC filing. All loans, for which servicing was transferred to KeyBank during
2013, have been reviewed, and, the filings are being maintained in accordance
with the transaction agreements.
ii) 1122(d)(4)(x)(c)- Escrow funds were not returned to the obligor within 30
calendar days of repayment. Appropriate steps have been taken, including monthly
status meetings, meeting minutes, and revised procedures to insure that the
refund of escrows occurs within 30 calendar days of full repayment.
The assessment of compliance with applicable servicing criteria furnished
pursuant to Item 1122 of Regulation AB by CWAM attached to this Annual Report on
Form 10-K as Exhibit 33.1 discloses that a material instance of noncompliance
occurred. The material instances of noncompliance disclosed by CWAM are as
follows:
Material Instance of Noncompliance by CWAM
CWAM'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, 2013 and for the Reporting Period, disclosed
that a material instance of noncompliance occurred with respect to the servicing
criterion set forth in Item 1122(d)(4)(vii), as follows:
* With respect to servicing criterion 1122(d)(4)(vii), certain loss mitigation
or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of
foreclosure, foreclosures and repossessions, as applicable) were not initiated,
conducted and concluded in accordance with the timeframes or other requirements
established by the transaction agreements.
Management's Discussion on Material Instance of Noncompliance by CWAM
1122(d)(4)(vii): Loss mitigation or recovery actions (e.g., forbearance plans,
modifications and deeds in lieu of foreclosure, foreclosures and repossessions,
as applicable) are initiated, conducted and concluded in accordance with the
time frames or other requirements established by the transaction agreements.
Noncompliance:
CWAM has identified a material instance of non-compliance as of December 31,
2013 and for the Reporting Period as a result of misappropriations of funds from
certain securitization transactions included in the Platform by a single CWAM
employee (the "Misappropriations"). The Misappropriations started in 2012 and
were detected and ceased in September 2013, and included an aggregate amount of
approximately $6,000,000. The Misappropriations were limited to certain
securitization transactions in the Platform.
Remediation:
Promptly upon discovery of the Misappropriations in September 2013, CWAM
terminated the offending employee and filed a civil action to recover the
misappropriated funds. As of December 31, 2013, all of the affected
securitization transactions in the Platform have been fully reimbursed. CWAM has
also promptly notified rating agencies and criminal authorities of the
Misappropriations and the former employee was arrested on October 2, 2013.
Adjustments have been made to CWAM's policies and procedures to minimize the
risk of future misappropriation or errors.
CWAM has advised counsel to the registrant that the reported instance of
material instance of noncompliance did not affect this issuing entity.
Item 1123 of Regulation AB, Servicer Compliance Statement.
The servicer compliance statements are attached as Exhibits to this Annual
Report on Form 10-K.
Part IV
Item 15. Exhibits, Financial Statement Schedules.
(a) The following is a list of documents filed as part of this Annual Report
on Form 10-K;
(1) Not applicable
(2) Not applicable
(3) See below
(4) Pooling and Servicing Agreement, dated as of February 1, 2012, by and
among GS Mortgage Securities Corporation II, as depositor, KeyCorp Real
Estate Capital Markets, Inc., as master servicer, CWCapital Asset Management
LLC, as special servicer, and Wells Fargo Bank, National Association, as
trustee and custodian, and TriMont Real Estate Advisors, Inc., as operating
advisor (filed as Exhibit 4 to the registrant's Current Report on Form 8-K,
filed on February 6, 2012, and incorporated by reference herein)
(10.1) Mortgage Loan Purchase Agreement, dated as of February 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, filed on February 6, 2012, and
incorporated by reference herein)
(10.2) Mortgage Loan Purchase Agreement, dated as of February 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, filed on February 6, 2012, and
incorporated by reference herein)
(10.3) Mortgage Loan Purchase Agreement, dated as of February 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, filed on February 6, 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 CWCapital Asset Management LLC, as Special Servicer prior to
October 18, 2013
33.2 KeyBank National Association (as successor to KeyCorp Real Estate
Capital Markets, Inc.), as Master Servicer
33.3 Rialto Capital Advisors, LLC, as Special Servicer on and after
October 18, 2013
33.4 TriMont Real Estate Advisors, Inc., as Operating Advisor
33.5 Wells Fargo Bank, National Association, as Trustee
33.6 Wells Fargo Bank, National Association, as Custodian
(34) Attestation Reports on Assessment of Compliance with Servicing Criteria
for Asset-Backed Securities.
34.1 CWCapital Asset Management LLC, as Special Servicer prior to
October 18, 2013
34.2 KeyBank National Association (as successor to KeyCorp Real Estate
Capital Markets, Inc.), as Master Servicer
34.3 Rialto Capital Advisors, LLC, as Special Servicer on and after
October 18, 2013
34.4 TriMont Real Estate Advisors, Inc., as Operating Advisor
34.5 Wells Fargo Bank, National Association, as Trustee
34.6 Wells Fargo Bank, National Association, as Custodian
(35) Servicer Compliance Statements.
35.1 CWCapital Asset Management LLC, as Special Servicer prior to
October 18, 2013
35.2 KeyBank National Association (as successor to KeyCorp Real Estate
Capital Markets, Inc.), as Master Servicer
35.3 Rialto Capital Advisors, LLC, as Special Servicer on and after
October 18, 2013
35.4 Wells Fargo Bank, National Association, as Trustee
(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: March 28, 2014
Exhibit Index
Exhibit No.
(1) Not applicable
(2) Not applicable
(3) See below
(4) Pooling and Servicing Agreement, dated as of February 1, 2012, by and
among GS Mortgage Securities Corporation II, as depositor, KeyCorp Real
Estate Capital Markets, Inc., as master servicer, CWCapital Asset Management
LLC, as special servicer, and Wells Fargo Bank, National Association, as
trustee and custodian, and TriMont Real Estate Advisors, Inc., as operating
advisor (filed as Exhibit 4 to the registrant's Current Report on Form 8-K,
filed on February 6, 2012, and incorporated by reference herein)
(10.1) Mortgage Loan Purchase Agreement, dated as of February 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, filed on February 6, 2012, and incorporated by
reference herein)
(10.2) Mortgage Loan Purchase Agreement, dated as of February 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, filed on February 6, 2012, and
incorporated by reference herein)
(10.3) Mortgage Loan Purchase Agreement, dated as of February 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, filed on February 6, 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 CWCapital Asset Management LLC, as Special Servicer prior to
October 18, 2013
33.2 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Master Servicer
33.3 Rialto Capital Advisors, LLC, as Special Servicer on and after
October 18, 2013
33.4 TriMont Real Estate Advisors, Inc., as Operating Advisor
33.5 Wells Fargo Bank, National Association, as Trustee
33.6 Wells Fargo Bank, National Association, as Custodian
(34) Attestation Reports on Assessment of Compliance with Servicing
Criteria for Asset-Backed Securities.
34.1 CWCapital Asset Management LLC, as Special Servicer prior to
October 18, 2013
34.2 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Master Servicer
34.3 Rialto Capital Advisors, LLC, as Special Servicer on and after
October 18, 2013
34.4 TriMont Real Estate Advisors, Inc., as Operating Advisor
34.5 Wells Fargo Bank, National Association, as Trustee
34.6 Wells Fargo Bank, National Association, as Custodian
(35) Servicer Compliance Statements.
35.1 CWCapital Asset Management LLC, as Special Servicer prior to
October 18, 2013
35.2 KeyBank National Association (as successor to KeyCorp Real Estate Capital Markets,
Inc.), as Master Servicer
35.3 Rialto Capital Advisors, LLC, as Special Servicer on and after
October 18, 2013
35.4 Wells Fargo Bank, National Association, as Trustee
