0001888524-23-012585.txt : 20230915 0001888524-23-012585.hdr.sgml : 20230915 20230915112924 ACCESSION NUMBER: 0001888524-23-012585 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20221231 0001258361 0001541001 FILED AS OF DATE: 20230915 DATE AS OF CHANGE: 20230915 ABS ASSET CLASS: Commercial mortgages FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIGROUP COMMERCIAL MORTGAGE TRUST 2016-GC36 CENTRAL INDEX KEY: 0001663645 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-207132-01 FILM NUMBER: 231257202 BUSINESS ADDRESS: STREET 1: 390 GREENWICH STREET STREET 2: 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 2128165343 MAIL ADDRESS: STREET 1: 390 GREENWICH STREET STREET 2: 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10013 10-K/A 1 ccm16g36_10ka-2022.htm ccm16g36_10ka-2022.htm - Generated by SEC Publisher for SEC Filing

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, 2022

or

o 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 of issuing entity: 333-207132-01

 

Central Index Key Number of the issuing entity: 0001663645

 

Citigroup Commercial Mortgage Trust 2016-GC36

(exact name of issuing entity as specified in its charter)

 

Central Index Key Number of the depositor: 0001258361

 

Citigroup Commercial Mortgage Securities Inc.

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

 

Central Index Key Number of the sponsor: 0001541502

 

Goldman Sachs Mortgage Company

(exact name of the sponsor as specified in its charter)

 

Central Index Key Number of the sponsor: 0001541001

 

Citigroup Global Markets Realty Corp.

(exact name of the sponsor as specified in its charter)

 

Central Index Key Number of the sponsor: 0001558761

 

Cantor Commercial Real Estate Lending, L.P.

(exact name of the sponsor as specified in its charter)

 

Central Index Key Number of the sponsor: 0001682511

 

Starwood Mortgage Funding I LLC

(exact name of the sponsor as specified in its charter)

 

New York
(State or other jurisdiction of incorporation or organization)

38 3984680

38 3984681

38 7145068

(I.R.S. Employer Identification Numbers)

 

 

c/o Computershare Trust Company, N.A., as agent for

Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, MD 21045

(Address of principal executive offices)

 

21045

(Zip Code)

 

Telephone number, including area code:

(410) 884‑2000

 

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

 

  Title of each class

Trading Symbol(s)

Name of each exchange on which registered

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

 

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T ( § 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). 

 

  Not applicable.

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ___

Accelerated filer ___

Non-accelerated filer X

Smaller reporting company ___

 

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.  ___

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. __

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. __

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b)__

 

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, 2022 filed with the Securities and Exchange Commission (the “Commission”) on March 30, 2023 under Commission File No. 333-207132-01 (the “Original Form 10-K”) is to replace the report on assessment of compliance with servicing criteria for asset-backed securities and attestation report on assessment of compliance with servicing criteria for asset-backed securities of Berkadia Commercial Mortgage LLC filed as Exhibits 33.8 and 34.8, respectively, to the Original Form 10-K with the revised report on assessment of compliance with servicing criteria for asset-backed securities and attestation report on assessment of compliance with servicing criteria for asset-backed securities of Berkadia Commercial Mortgage LLC attached as Exhibits 33.8 and 34.8, respectively, hereto.  Except as described above, no other changes are being made to the Original Form 10-K.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Form 10-K/A also contains new certifications required by Rule 13a–14(d)/15d–14(d), which are attached as Exhibit 31 hereto. 

 

PART IV

Item 15. Exhibits, Financial Statement Schedules

 

31  Rule 13a-14(d)/15d-14(d) Certification.

 

33 Reports on assessment of compliance with servicing criteria for asset-backed securities.

 

33.8  Berkadia Commercial Mortgage LLC, as primary servicer

 

34 Attestation reports on assessment of compliance with servicing criteria for asset-backed securities. 

 

34.8  Berkadia Commercial Mortgage LLC, as primary servicer

 

 

 

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.

 

Citigroup Commercial Mortgage Securities Inc.

(Depositor)

 

/s/ Richard Simpson

Richard Simpson, President

(senior officer in charge of securitization of the depositor)

 

Date: September 15, 2023

 

 

 EX-31 2 ccm16g36_31.htm ccm16g36_31.htm - Generated by SEC Publisher for SEC Filing

Certifications

I, Richard Simpson, certify that:

 

1.             I have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of Citigroup Commercial Mortgage Trust 2016-GC36 (the “Exchange Act periodic reports”);

 

2.             Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.             Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;

 

4.             Based on my knowledge and the servicer compliance statement(s) required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the servicing agreements in all material respects; and

 

5.             All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report.  Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.

 

In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: KeyBank National Association; Wells Fargo Bank, National Association; Computershare Trust Company, National Association; Greystone Servicing Company LLC; Midland Loan Services, a Division of PNC Bank, National Association; Pentalpha Surveillance LLC; Berkadia Commercial Mortgage LLC; Wilmington Trust, National Association; Situs Holdings, LLC; Park Bridge Lender Services LLC; CoreLogic Solutions, LLC; and Berkeley Point Capital LLC. 

 

Date:        September 15, 2023

 

/s/ Richard Simpson
Richard Simpson
President, Citigroup Commercial Mortgage Securities Inc.
(senior officer in charge of securitization of the depositor)

 

 EX-33.8 3 ccm16g36_33-8.htm ccm16g36_33-8.htm - Generated by SEC Publisher for SEC Filing

 

Management’s Report on Assessment of Compliance with SEC Regulation AB

Servicing Criteria as Primary Servicer

 

 

Berkadia Commercial Mortgage LLC (“Berkadia”) is responsible for assessing compliance, as of and for the year ended December 31, 2022 (the “Reporting Period”), with the Servicing Criteria set forth in Item 1122(d) of Regulation AB of the U.S. Securities and Exchange Commission for asset-backed securities transactions. This assertion includes all commercial mortgage loans sold in public securitizations from the period January 1, 2006 through December 31, 2022 for which Berkadia served as Primary servicer (the “Platform”).

 

Berkadia has concluded that the criteria are applicable as shown below (indicated by X) to the primary servicing of the loans in the Platform:

 

 

 

Regulation AB Criteria 1122(d)

Applicability of Criteria as the Primary Servicer

(1)      General servicing considerations.

 

(i)       Policies and procedures are instituted to monitor any performance or other triggers and

events of default in accordance with the transaction agreements.

X

(ii)      If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing

activities.

 

X

(iii)  Any requirements in the transaction agreements to maintain a back-up servicer for the

pool assets are maintained.

(1)

(iv) A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required

by and otherwise in accordance with the terms of the transaction agreements.

 

X

(v)        Aggregation of information, as applicable, is mathematically accurate and the information

conveyed accurately reflects the information.

X

(2)      Cash collection and administration.

 

(i)       Payments on pool assets are deposited into the custodial bank accounts and related bank clearing accounts no more than two business days of receipt, or such other number of

days specified in the transaction agreements.

 

X1

(ii)      Disbursements made via wire transfer on behalf of an obligor or to an investor are made

only by authorized personnel.

X

(iii) Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as

specified in the transection agreements.

 

X1

(iv) The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect

to commingling of cash) as set forth in the transaction agreements.

 

X

 (v) Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign

financial institution that meets the requirements of § 240.13k-1(b)(1) of this chapter.

 

X

(vi)  Unissued checks are safeguarded to prevent unauthorized access.

X

(vii) Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These

reconciliations:

 

X

(A) Are mathematically accurate;

X

(B) Are prepared within 30 calendar days after the bank statement cutoff date, or such other

number of days specified in the transaction agreements.

X

(C) Are reviewed and approved by someone other than the person who prepared the

reconciliation; and

X

(D) Contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in

the transaction agreements.

 

X

(3)      Investor remittances and reporting.

 

(i) Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements.

Specifically, such reports:

 

X

(A) Are prepared in accordance with timeframes and other terms set forth in the transaction

agreements;

X

(B) Provide information calculated in accordance with the terms specified in the transaction

agreements;

X

(C) Are filed with the Commission as required by its rules and regulations; and

(1)

(D) Agree with investors’ or the trustee’s records as to the total unpaid principal balance and

number of pool assets serviced by the servicer.

 

X

(ii)      Amounts due to investors are allocated and remitted in accordance with timeframes,

distribution priority and other terms set forth in the transaction agreements.

X

(iii) Disbursements made to an investor are posted within two business days to the servicer’s investor records, or such other number of days specified in the transaction agreements.

 

X

(iv)  Amounts remitted to investors per the investor reports agree with cancelled checks, or

other form of payment, or custodial bank statements.

X

(4)      Pool asset administration.

 

(i)       Collateral or security on pool assets is maintained as required by the transaction

agreements or related pool asset documents.

X1

(ii)      Pool assets and related documents are safeguarded as required by the transaction

agreements.

(1)

(iii) Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction

agreements.

 

X2

(iv) Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the applicable servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents.

 

 

X

(v)      The servicer’s records regarding the pool assets agree with the servicer’s records with

respect to an obligor’s unpaid principal balance.

X

 (vi) Changes with respect to the terms or status of an obligor’s pool asset (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.

 

X

(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 timeframes or other requirements established by

the transaction agreements.

 

(1)

(viii) Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency

is deemed temporary (e.g., illness or unemployment).

 

 

X

(ix)     Adjustments to interest rates or rates of return for pool assets with variable rates are

computed based on the related pool asset documents.

X

(x)      Regarding any funds held in trust for an obligor (such as escrow accounts):

 

(A)     Such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least

an annual basis, or such other period specified in the transaction agreements;

X

(B)      Interest on such funds is paid, or credited, to obligors in accordance with applicable pool

asset documents and state laws; and

X

(C)      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.

 

X

(xi) Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in

the transaction agreements.

 

 

X1

(xii) Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late

payment was due to the obligor’s error or omission.

 

X1

(xiii) Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in

the transaction agreements.

 

X1

(xiv) Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in

accordance with the transaction agreements.

X2

(xv) Any external enhancement or other support, identified in Item 1114(a) (1) through (3) or Item 1115 of this Regulation AB, is maintained as set forth in the transaction agreements.

 

(1)

 

X Servicer was responsible for these criteria in its role as Primary Servicer.

X1 Vendors, for which Berkadia is the Responsible Party, contributes to the servicing activities for these criteria.

X2 There was no transaction activity relevant to the servicing criteria as of and for the yead ended December 31, 2022.

(1) Per servicing and pooling agreements, the criteria does not apply to the role of Primary Servicer.

 

 

The Servicing Criteria, after giving effect to the foregoing exclusions, are referred to as the “Applicable Servicing Criteria.”

 

For the Reporting Period, Berkadia has assessed its compliance with the Applicable Servicing Criteria for the Platform and has concluded that its servicing operation has complied, in all material respects, with the Applicable Servicing Criteria.

 

Grant Thornton LLP, an independent registered public accounting firm, has issued an attestation report on management’s assertion of compliance with the Applicable Servicing Criteria.

 

 

Berkadia Commercial Mortgage LLC

February 15, 2023

 

/s/ Mark E. McCool

Mark E. McCool

President-Berkadia Commercial Real Estate Services, Servicing

Berkadia Commercial Mortgage LLC

 

 EX-34.8 4 ccm16g36_34-8.htm ccm16g36_34-8.htm - Generated by SEC Publisher for SEC Filing

 

(logo) Grant Thornton 

 

 

GRANT THORNTON LLP

Two Commerce Square

2001 Market St., Suite 700

Philadelphia, PA 19103-7065

 

D +1 215 561 4200

F +1 215 561 1066

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

Board of Directors

Berkadia Commercial Mortgage, LLC

 

We have examined management’s assertion, included in the accompanying Management’s Report on Assessment of Compliance with SEC Regulation AB Servicing Criteria (“Management’s Report”), that Berkadia Commercial Mortgage, LLC (the “Company”) complied with the servicing criteria set forth in Item 1122(d) of the U.S. Securities and Exchange Commission’s Regulation AB for the Primary Servicing of Commercial Mortgage Loans within Public Securitizations (the “Primary Servicing Platform” or the “Platform”) as of and for the year ended December 31, 2022, excluding criteria 1122(d)(1)(iii), (3)(i)(C), (4)(ii), (4)(vii), and (4)(xv), which management has determined are not applicable to the activities performed by the Company with respect to the Platform. The Platform consists of the of the publicly issues asset-backed transactions and securities for which the Company is named the primary servicer of commercial mortgage loans. Management is responsible for the Company’s compliance with the applicable servicing criteria. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance with the applicable servicing criteria for the Platform based on our examination.

 

Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and in accordance with attestation standards established by the American Institute of Certified Public Accountants, and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the applicable servicing criteria for the Platform and performing such other procedures as we considered necessary in the circumstances. Our examination included testing selected asset-backed transactions and securities constituting the Platform and evaluating whether the Company performed servicing activities related to those transactions and securities in compliance with the applicable servicing criteria for the period covered by this report. Accordingly, our testing may not have included servicing activities related to each asset-backed transaction or security constituting the Platform. Further, our examination was not designed to detect material noncompliance that may have occurred prior to the period covered by this report and that may have affected the Company’s servicing activities during the period covered by this report. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the applicable servicing criteria.

 

We are required to be independent and to meet our other ethical responsibilities in accordance with relevant ethical requirements relating to the engagement.

 

As described in Management’s Report, the Company engaged various vendors to perform servicing activities with respect to criteria 1122(d)(2)(i), 1122(d)(2)(iii), 1122(d)(4)(i) and 1122(d)(4)(xi) through 1122(d)(4)(xiii). The Company determined that each vendor is not considered a “servicer,” as that term is defined in Item 1101(j) of Regulation AB, and therefore, the Company is assuming responsibility for compliance with such servicing criteria applicable to each vendor’s servicing activities. In accordance with Regulation AB and its related interpretations, the requirement for management to assess compliance with the servicing criteria applicable to a vendor’s activities is satisfied if the Company has instituted policies and procedures to monitor whether such vendor’s activities comply in all material respects with such criteria. Compliance with the applicable servicing criteria is achieved if those policies and procedures are designed to provide reasonable assurance that such vendor’s activities comply with such criteria and those policies and procedures are operating effectively for the period covered by Management’s Report. Our examination does not provide a legal determination of whether a vendor is or is not considered a servicer, and therefore, on whether the Company, in its Management Report, is eligible to elect to take responsibility for assessing compliance with the servicing criteria applicable to each vendor’s servicing activities.

 

In our opinion, management’s assertion that Berkadia Commercial Mortgage LLC complied with the aforementioned applicable servicing criteria as of and for the year ended December 31, 2022 for the Primary Servicing Platform is fairly stated, in all material respects.

 

 

/s/ Grant Thornton LLP

 

Philadelphia, Pennsylvania

February 15, 2023

 

 

GT.COM         Grant Thornton LLP is the U.S. member firm of Grant Thornton International Ltd (GTIL). GTIL and each of its member firms are separate legal entities and are not a worldwide partnership.