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)

February 18, 2021

 

GS Mortgage Securities Trust 2020-GSA2

(Central Index Key Number 0001833522)
(Exact name of issuing entity)

 

GS Mortgage Securities Corporation II

(Central Index Key Number 0001004158)

(Exact name of the depositor as specified in its charter)

Goldman Sachs Mortgage Company

(Central Index Key Number 0001541502)

 

Citi Real Estate Funding Inc.

(Central Index Key Number 0001701238)

 

Starwood Mortgage Capital LLC

(Central Index Key Number 0001548405)

 

Argentic Real Estate Finance LLC

(Central Index Key Number 0001624053)

 

Societe Generale Financial Corporation
(Central Index Key Number 0001755531)

(Exact name of the sponsors as specified in its charters)

 

 

Delaware	333-226082-09	22-3442024
(State or other jurisdiction	(Commission File Number	(IRS Employer Identification
of incorporation of depositor)	of issuing entity)	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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company □

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □

Item 1.01.      Entry into a Material Definitive Agreement.

On December 29, 2020 (the “Closing Date”), GS Mortgage Securities Corporation II (the “Depositor”) caused (i) the issuance of GS Mortgage Securities Trust 2020-GSA2, Commercial Mortgage Pass-Through Certificates, Series 2020-GSA2 (the “Certificates”) and (ii) the creation of an uncertificated interest (the “RR Interest”, and, together with the Class RR Certificates, the “VRR Interest”) in the Issuing Entity (as defined below) representing the right to receive a specified percentage of certain amounts collected on the Mortgage Loans (as defined below), net of all expenses of the Issuing Entity, in each case pursuant to a pooling and servicing agreement, dated as of December 1, 2020 (the “Pooling and Servicing Agreement”), among the Depositor, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator and as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer.

The Certificates and the RR Interest represent, in the aggregate, the entire beneficial ownership in GS Mortgage Securities Trust 2020-GSA2 (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 46 fixed-rate mortgage loans (the “Mortgage Loans”) secured by first liens on 89 commercial and multifamily properties (the “Mortgaged Properties”).

The Mortgage Loan secured by the Mortgaged Property identified on Exhibit B to the Pooling and Servicing Agreement as “JW Marriott Nashville”, which is an asset of the Issuing Entity, is part of a whole loan (the “JW Marriott Nashville Whole Loan”) that includes the JW Marriott Nashville Mortgage Loan and certain other loans that are pari passu to the JW Marriott Nashville Mortgage Loan (the “JW Marriott Nashville Companion Loans”). The JW Marriott Nashville Companion Loans are not assets of the Issuing Entity.

The Mortgage Loan secured by the Mortgaged Property identified on Exhibit B to the Pooling and Servicing Agreement as “Hotel ZaZa Houston Museum District”, which is an asset of the Issuing Entity, is part of a whole loan (the “Hotel ZaZa Houston Museum District Whole Loan”) that includes the Hotel ZaZa Houston Museum District Mortgage Loan and certain other loans that are pari passu to the Hotel ZaZa Houston Museum District Mortgage Loan (the “Hotel ZaZa Houston Museum District Companion Loans”). The Hotel ZaZa Houston Museum District Companion Loans are not assets of the Issuing Entity.

As of the February 18, 2021, each of (i) the Hotel ZaZa Houston Museum District Whole Loan, including the Hotel ZaZa Houston Museum District Mortgage Loan, and (ii) the JW Marriott Nashville Whole Loan, including the JW Marriott Nashville Mortgage Loan, is being serviced and administered pursuant to (a) a pooling and servicing agreement, an executed version of which is attached hereto as Exhibit 4.1 and which is dated as of February 1, 2021 (the “Benchmark 2021-B23 Pooling and Servicing Agreement”), among Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, CWCapital Asset Management LLC, as special servicer, Situs Holdings LLC, as Pittock Block loan special servicer, KeyBank National Association, as 360 Spear loan special servicer, Wilmington Trust, National Association, as trustee, Citibank, N.A., as certificate administrator, as paying agent and as custodian, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, and (b) the related Co-Lender Agreement (as defined in the Pooling and Servicing Agreement), as to which an executed version was attached to the current report on Form 8-K filed by the Issuing Entity on December 29, 2020.

The servicing terms of the Benchmark 2021-B23 Pooling and Servicing Agreement applicable to the servicing of the Hotel ZaZa Houston Museum District Mortgage Loan and the JW Marriott Nashville Mortgage Loan are similar in all material respects to the servicing terms of the related “Non-Serviced PSA”, but will differ in certain respects, as described in the section captioned “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in the Prospectus (SEC File Number 333-226082-09) filed with the Securities and Exchange Commission on December 29, 2020 pursuant to Rule 424(b)(2).

 

 

Item 9.01.	Financial Statements and Exhibits.
(d)	Exhibits
Exhibit No.	Description
Exhibit 4.1	Pooling and Servicing Agreement, dated as of February 1, 2021, between Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, CWCapital Asset Management LLC, as special servicer, Situs Holdings LLC, as Pittock Block loan special servicer, KeyBank National Association, as 360 Spear loan special servicer, Wilmington Trust, National Association, as trustee, Citibank, N.A., as certificate administrator, as paying agent and as custodian, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer.

 

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: February 22, 2021		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)
4.1		Pooling and Servicing Agreement, dated as of February 1, 2021, between Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, CWCapital Asset Management LLC, as special servicer, Situs Holdings LLC, as Pittock Block loan special servicer, KeyBank National Association, as 360 Spear loan special servicer, Wilmington Trust, National Association, as trustee, Citibank, N.A., as certificate administrator, as paying agent and as custodian, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer.	(E)