FWP 1 n927_x4-ts.htm FREE WRITING PROSPECTUS

 

    FREE WRITING PROSPECTUS
    FILED PURSUANT TO RULE 433
    REGISTRATION FILE NO.: 333-207677-05
     

 

May 12, 2017

 

Free Writing Prospectus

 

Structural and Collateral Term Sheet

 

$959,131,421

(Approximate Mortgage Pool Balance)

 

$826,272,000

(Offered Certificates)

 

GS Mortgage Securities Trust 2017-GS6

As Issuing Entity

 

GS Mortgage Securities Corporation II

As Depositor

 

Commercial Mortgage Pass-Through Certificates

Series 2017-GS6

 

Goldman Sachs Mortgage Company 

As Sponsor and Mortgage Loan Seller

 

IMPORTANT NOTICE REGARDING THE CONDITIONS FOR THIS OFFERING OF ASSET-BACKED SECURITIES

 

The securities offered by these materials are being offered when, as and if issued. In particular, you are advised that the offered securities, and the asset pool backing them, are subject to modification or revision (including, among other things, the possibility that one or more classes of securities may be split, combined or eliminated) at any time prior to issuance or availability of a final prospectus. As a result, you may commit to purchase securities that have characteristics that may change, and you are advised that all or a portion of the offered securities may not be issued that have the characteristics described in these materials. Our obligation to sell securities to you is conditioned on the offered securities and the underlying transaction having the characteristics described in these materials. If we determine that the above conditions are not satisfied in any material respect, we will notify you, and neither the issuer nor any of the underwriters will have any obligation to you to deliver all or any portion of the securities which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery.

 

STATEMENT REGARDING THIS FREE WRITING PROSPECTUS

 

The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-207677) (the “Registration Statement”) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor, Goldman Sachs & Co. LLC, Academy Securities, Inc., Drexel Hamilton, LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-471-2526 or if you email a request to prospectus-ny@gs.com.

 

IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS

 

Any legends, disclaimers or other notices that may appear at the bottom of the email communication to which this free writing prospectus is attached relating to (1) these materials not constituting an offer (or a solicitation of an offer), (2) the fact that there is no representation being made that these materials are accurate or complete and that these materials may not be updated or (3) these materials possibly being confidential, are, in each case, not applicable to these materials and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another system.

 

Goldman Sachs & Co. LLC

Lead Manager and Sole Bookrunner

 

Academy Securities   Drexel Hamilton

Co-Managers

 

 

 

 

 

 

 

 

  

 

 

The securities offered by this structural and collateral term sheet (this “Term Sheet”) are described in greater detail in the preliminary prospectus included as part of our Registration Statement (SEC File No. 333-207677) (the “Preliminary Prospectus”) dated May 12, 2017. The Preliminary Prospectus contains material information that is not contained in this Term Sheet (including without limitation a detailed discussion of risks associated with an investment in the offered securities under the heading “Risk Factors” in the Preliminary Prospectus). The Preliminary Prospectus is available upon request from Goldman Sachs & Co. LLC, Academy Securities, Inc. or Drexel Hamilton, LLC. Capitalized terms used but not otherwise defined in this Term Sheet have the respective meanings assigned to those terms in the Preliminary Prospectus. This Term Sheet is subject to change.

 

The Securities May Not Be a Suitable Investment for You

 

The securities offered by this Term Sheet are not suitable investments for all investors. In particular, you should not purchase any class of securities unless you understand and are able to bear the prepayment, credit, liquidity and market risks associated with that class of securities. For those reasons and for the reasons set forth under the heading “Risk Factors” in the Preliminary Prospectus, the yield to maturity and the aggregate amount and timing of distributions on the offered securities are subject to material variability from period to period and give rise to the potential for significant loss over the life of those securities. The interaction of these factors and their effects are impossible to predict and are likely to change from time to time. As a result, an investment in the offered securities involves substantial risks and uncertainties and should be considered only by sophisticated institutional investors with substantial investment experience with similar types of securities and who have conducted appropriate due diligence on the mortgage loans and the securities. Potential investors are advised and encouraged to review the Preliminary Prospectus in full and to consult with their legal, tax, accounting and other advisors prior to making any investment in the offered securities described in this Term Sheet.

 

This Term Sheet is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. The information contained in this Term Sheet may not pertain to any securities that will actually be sold. The information contained in this Term Sheet may be based on assumptions regarding market conditions and other matters as reflected in this Term Sheet. We make no representations regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this Term Sheet should not be relied upon for such purposes. We and our affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this Term Sheet may, from time to time, have long or short positions in, and buy or sell, the securities mentioned in this Term Sheet or derivatives thereof (including options). Information contained in this Term Sheet is current as of the date appearing on this Term Sheet only. Information in this Term Sheet regarding the securities and the mortgage loans backing any securities discussed in this Term Sheet supersedes all prior information regarding such securities and mortgage loans. None of Goldman Sachs & Co. LLC, Academy Securities, Inc. or Drexel Hamilton, LLC provides accounting, tax or legal advice.

 

The issuing entity will be relying upon an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Volcker Rule under the Dodd-Frank Act (both as defined in “Risk Factors—Other Risks Relating to the Certificates—Legal and Regulatory Provisions Affecting Investors Could Adversely Affect the Liquidity of the Offered Certificates” in the Preliminary Prospectus). See also “Legal Investment” in the Preliminary Prospectus.

 

The securities offered by these materials are being offered when, as and if issued. In particular, you are advised that the offered securities, and the asset pool backing them, are subject to modification or revision (including, among other things, the possibility that one or more classes of securities may be split, combined or eliminated) at any time prior to issuance or availability of a final prospectus. As a result, you may commit to purchase securities that have characteristics that may change, and you are advised that all or a portion of the offered securities may not be issued that have the characteristics described in these materials. Our obligation to sell securities to you is conditioned on the offered securities and the underlying transaction having the characteristics described in these materials. If we determine that the above conditions are not satisfied in any material respect, we will notify you, and neither the issuer nor any of the underwriters will have any obligation to you to deliver all or any portion of the securities which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery.

 

The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-207677) (the “Registration Statement”) for the offering to which this communication relates. Before you invest, you should read the prospectus in the Registration Statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Goldman Sachs & Co. LLC, Academy Securities, Inc., Drexel Hamilton, LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-471-2526 or if you email a request to prospectus-ny@gs.com.

 

3

 

 

CERTIFICATE AND RETAINED INTEREST SUMMARY

 

CERTIFICATE SUMMARY

 

OFFERED CERTIFICATES

 

Offered Class

 

Expected Ratings
(Moody’s / Fitch / KBRA)(1)

 

Approximate Initial
Certificate Balance
or Notional Amount(2)

 

Approximate
Initial Credit
Support(3)

 

Initial Pass-
Through Rate

 

Pass-Through
Rate
Description

 


Wtd. Avg.
Life (Yrs)(4)

 

Principal
Window(4)

Class A-1   Aaa(sf) / AAAsf / AAA(sf)   $          15,431,000       30.000%   [   ]%   (5)   3.00   06/17 – 05/22
Class A-2   Aaa(sf) / AAAsf / AAA(sf)   $        250,000,000       30.000%   [   ]%   (5)   9.57   09/26 – 03/27
Class A-3   Aaa(sf) / AAAsf / AAA(sf)   $        359,651,000       30.000%   [   ]%   (5)   9.83   03/27 – 04/27
Class A-AB   Aaa(sf) / AAAsf / AAA(sf)   $          29,390,000       30.000%   [   ]%   (5)   7.18   05/22 – 09/26
Class X-A   Aa1(sf) / AAAsf / AAA(sf)   $       738,619,000(6)   N/A   [   ]%   Variable IO(7)   N/A   N/A
Class X-B   NR / A-sf / AAA(sf)   $         87,653,000(6)   N/A   [   ]%   Variable IO(7)   N/A   N/A
Class A-S   Aa2(sf) / AAAsf / AAA(sf)   $         84,147,000       21.000%   [   ]%   (5)   9.93   04/27 – 05/27
Class B   NR / AA-sf / AA-(sf)   $         45,579,000       16.125%   [   ]%   (5)   9.94   05/27 – 05/27
Class C   NR / A-sf / A-(sf)   $         42,074,000       11.625%   [   ]%   (5)   9.94   05/27 – 05/27
 
NON-OFFERED CERTIFICATES
Non-

Offered Class

 

Expected Ratings
(Moody’s / Fitch / KBRA)(1)

 

Approximate Initial
Certificate Balance
or Notional Amount(2)

 

Approximate
Initial Credit
Support(3)

 

Initial Pass-
Through Rate

 

Pass-Through
Rate
Description

 


Wtd. Avg.
Life (Yrs)(4)

 

Principal
Window(4)

Class D(8)   NR / BBB-sf / BBB-(sf)   $         46,748,000       6.625%   [   ]%   (5)   9.94   05/27 – 05/27
Class X-D(8)   NR / BBB-sf / BBB-(sf)   $        46,748,000(6)   N/A   [   ]%   Variable IO(7)   N/A   N/A
Class E(8)   NR / BBsf / BB-(sf)   $         17,530,000       4.750%   [   ]%   (5)   9.94   05/27 – 05/27
Class F(8)   NR / B-sf / B-(sf)   $         10,518,000       3.625%   [   ]%   (5)   9.94   05/27 – 05/27
Class G(8)   NR / NR / NR   $         33,893,308       0.000%   [   ]%   (5)   9.94   05/27 – 05/27
Class R(9)   N/A               N/A   N/A   N/A   N/A   N/A   N/A

 

 

(1)It is a condition of issuance that the offered certificates receive the ratings set forth above. The anticipated ratings of the certificates shown are those of Moody’s Investors Service, Inc. (“Moody’s”), Fitch Ratings, Inc. (“Fitch”) and Kroll Bond Rating Agency, Inc. (“KBRA” and together with Moody’s and Fitch, the “Rating Agencies”). Subject to the discussion under “Ratings” in the Preliminary Prospectus, the ratings on the certificates address the likelihood of the timely receipt by holders of all payments of interest to which they are entitled on each distribution date and, except in the case of the interest only certificates, the ultimate receipt by holders of all payments of principal to which they are entitled on or before the applicable rated final distribution date. Certain nationally recognized statistical rating organizations, as defined in Section 3(a)(62) of the Securities Exchange Act of 1934, as amended, that were not hired by the depositor may use information they receive pursuant to Rule 17g-5 under the Securities Exchange Act of 1934, as amended, or otherwise to rate the offered certificates. We cannot assure you as to what ratings a non-hired nationally recognized statistical rating organization would assign. See “Risk Factors—Other Risks Relating to the Certificates—Nationally Recognized Statistical Rating Organizations May Assign Different Ratings to the Certificates; Ratings of the Certificates Reflect Only the Views of the Applicable Rating Agencies as of the Dates Such Ratings Were Issued; Ratings May Affect ERISA Eligibility; Ratings May Be Downgraded” in the Preliminary Prospectus. The related Rating Agencies have informed us that the “sf” designation in their ratings represents an identifier of structured finance product ratings. For additional information about this identifier, prospective investors can go to the related Rating Agency’s website. The depositor and the underwriters have not verified, do not adopt and do not accept responsibility for any statements made by the related Rating Agencies on those websites. Credit ratings referenced throughout this Term Sheet are forward-looking opinions about credit risk and express a rating agency’s opinion about the willingness and ability of an issuer of securities to meet its financial obligations in full and on time. Ratings are not indications of investment merit and are not buy, sell or hold recommendations, a measure of asset value or an indication of the suitability of an investment.

 

(2)Approximate, subject to a variance of plus or minus 5%. In addition, the notional amount of each class of Class X certificates may vary depending upon the final pricing of the classes of certificates whose certificate balances comprise such notional amount and, if as a result of such pricing the pass-through rate of such class of Class X certificates would be equal to zero, such Class X certificates may not be issued on the closing date of this securitization.

 

(3)The initial credit support percentages set forth for the certificates are approximate and, for the Class A-1, Class A-2, Class A-3 and Class A-AB certificates, are represented in the aggregate. The retained interest provides credit support only to the limited extent that it is allocated a portion of any losses incurred on the mortgage loans, which such losses are allocated between it, on the one hand, and the certificates, on the other hand, as described in “Credit Risk Retention” in the Preliminary Prospectus.

 

(4)The weighted average life and period during which distributions of principal would be received as set forth in the foregoing table with respect to each class of certificates having a certificate balance are based on the assumptions set forth under “Yield, Prepayment and Maturity Considerations—Weighted Average Life” in the Preliminary Prospectus and on the assumptions that there are no prepayments, modifications or losses in respect of the mortgage loans and that there are no extensions or forbearances of maturity dates of the mortgage loans.

 

(5)For each distribution date, the pass-through rates on the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G certificates will each generally be a per annum rate equal to one of (i) a fixed rate, (ii) the weighted average of the net mortgage interest rates on the mortgage loans (in each case, adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months) as of their respective due dates in the month preceding the month in which the related distribution date occurs, (iii) the lesser of a specified pass-through rate and the rate described in clause (ii), or (iv) the rate described in clause (ii) less a specified percentage.

 

The securities offered by these materials are being offered when, as and if issued. In particular, you are advised that the offered securities, and the asset pool backing them, are subject to modification or revision (including, among other things, the possibility that one or more classes of securities may be split, combined or eliminated) at any time prior to issuance or availability of a final prospectus. As a result, you may commit to purchase securities that have characteristics that may change, and you are advised that all or a portion of the offered securities may not be issued that have the characteristics described in these materials. Our obligation to sell securities to you is conditioned on the offered securities and the underlying transaction having the characteristics described in these materials. If we determine that the above conditions are not satisfied in any material respect, we will notify you, and neither the issuer nor any of the underwriters will have any obligation to you to deliver all or any portion of the securities which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery.

 

The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-207677) (the “Registration Statement”) for the offering to which this communication relates. Before you invest, you should read the prospectus in the Registration Statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Goldman Sachs & Co. LLC, Academy Securities, Inc., Drexel Hamilton, LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-471-2526 or if you email a request to prospectus-ny@gs.com.

 

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CERTIFICATE AND RETAINED INTEREST SUMMARY (continued)

 

(6)The Class X-A, Class X-B and Class X-D certificates (collectively, the “Class X certificates”), will not have certificate balances and will not be entitled to receive distributions of principal. Interest will accrue on each of the Class X certificates at its respective pass-through rate based upon its respective notional amount. The notional amount of each of the Class X certificates will be equal to the aggregate certificate balances of the related class(es) of certificates (the “related certificates”) indicated below.

 

Class   Related Certificates
Class X-A   Class A-1, Class A-2, Class A-3, Class A-AB and Class A-S certificates
Class X-B   Class B and Class C certificates
Class X-D   Class D certificates

 

(7)The pass-through rate of each of the Class X certificates for any distribution date will equal the excess, if any, of (i) the weighted average of the net mortgage interest rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months) as of their respective due dates in the month preceding the month in which the related distribution date occurs, over (ii) the pass-through rate (or the weighted average of the pass-through rates as applicable) of the related certificate for that distribution date, as described in the Preliminary Prospectus.

 

(8)The initial certificate balance of each of the Class D, Class E, Class F and Class G certificates and the initial notional amount of the Class X-D certificates is subject to change based on final pricing of all certificates and the final determination of the Class E, Class F and Class G certificates (collectively, the “HRR Certificates”) that will be retained by the retaining third-party purchaser as part of the sponsor’s satisfaction of its U.S. risk retention requirements. For more information regarding the methodology and key inputs and assumptions used to determine the sizing of the HRR Certificates, see “Credit Risk Retention” in the Preliminary Prospectus.

 

(9)The Class R certificates will not have a certificate balance, notional amount, pass-through rate, rating or rated final distribution date. The Class R certificates will represent the residual interests in each of two separate REMICs, as further described in the Preliminary Prospectus. The Class R certificates will not be entitled to distributions of principal or interest.

 

RETAINED INTEREST SUMMARY

 

Non-Offered Eligible
Vertical Interest

Approximate Initial Retained
Interest Balance

Approximate Initial
Retained Interest Rate

Retained Interest Rate
Description


Wtd. Avg. Life
(Yrs)(1)

Principal
Window(1)

Retained Interest         $                                   24,170,112 [   ]% (2) 9.60 06/17 – 05/27

 

 

(1)The weighted average life and period during which distributions of principal would be received as set forth in the foregoing table with respect to the retained interest are based on the assumptions set forth under “Yield, Prepayment and Maturity Considerations—Weighted Average Life” in the Preliminary Prospectus and on the assumptions that there are no prepayments, modifications or losses in respect of the mortgage loans and that there are no extensions or forbearances of maturity dates of the mortgage loans.

 

(2)Although it does not have a specified pass-through rate, the effective retained interest rate will be a per annum rate equal to the weighted average of the net mortgage interest rates on the mortgage loans (in each case, adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months) as of their respective due dates in the month preceding the month in which the related distribution date occurs.

 

 

The securities offered by these materials are being offered when, as and if issued. In particular, you are advised that the offered securities, and the asset pool backing them, are subject to modification or revision (including, among other things, the possibility that one or more classes of securities may be split, combined or eliminated) at any time prior to issuance or availability of a final prospectus. As a result, you may commit to purchase securities that have characteristics that may change, and you are advised that all or a portion of the offered securities may not be issued that have the characteristics described in these materials. Our obligation to sell securities to you is conditioned on the offered securities and the underlying transaction having the characteristics described in these materials. If we determine that the above conditions are not satisfied in any material respect, we will notify you, and neither the issuer nor any of the underwriters will have any obligation to you to deliver all or any portion of the securities which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery.

 

The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-207677) (the “Registration Statement”) for the offering to which this communication relates. Before you invest, you should read the prospectus in the Registration Statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Goldman Sachs & Co. LLC, Academy Securities, Inc., Drexel Hamilton, LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-471-2526 or if you email a request to prospectus-ny@gs.com.

 

5

 

 

MORTGAGE POOL CHARACTERISTICS

 

Mortgage Pool Characteristics(1)
Initial Pool Balance(2) $959,131,421
Number of Mortgage Loans 33
Number of Mortgaged Properties 73
Average Cut-off Date Mortgage Loan Balance $29,064,589
Weighted Average Mortgage Interest Rate 4.4013%
Weighted Average Remaining Term to Maturity (months) 118
Weighted Average Remaining Amortization Term (months)(3) 360
Weighted Average Cut-off Date LTV Ratio(4) 57.1%
Weighted Average Maturity Date LTV Ratio(5) 52.7%
Weighted Average Underwritten Debt Service Coverage Ratio(6) 2.38x
Weighted Average Debt Yield on Underwritten NOI(7) 11.9%
% of Mortgage Loans with Mezzanine Debt(8) 9.96%
% of Mortgage Loans with Subordinate Debt(9) 9.96%
% of Mortgage Loans with Preferred Equity 7.5%
% of Mortgage Loans with Single Tenants 28.1%

 

 

(1)Each of the nine mortgage loans, representing approximately 61.4% of the initial pool balance, listed in the “Companion Loan Summary” table below has one or more related pari passu companion loans, and the loan-to-value ratio, debt service coverage ratio, debt yield and balance per SF calculations presented in this Term Sheet include the related pari passu companion loan(s) unless otherwise indicated. With respect to one mortgage loan, representing approximately 9.96% of the initial pool balance, with one or more related subordinate companion loan(s) as set forth in the “Companion Loan Summary” table below, the loan-to-value ratio, debt service coverage ratio, debt yield and balance per SF calculations presented in this Term Sheet are calculated without regard to the related subordinate companion loan(s). Other than as specifically noted, the loan-to-value ratio, debt service coverage ratio, debt yield and mortgage loan rate information for each mortgage loan is presented in this Term Sheet without regard to any other indebtedness (whether or not secured by the related mortgaged property, ownership interests in the related borrower or otherwise) that currently exists or that may be incurred by the related borrower or its owners in the future, in order to present statistics for the related mortgage loan without combination with the other indebtedness.

 

(2)Subject to a permitted variance of plus or minus 5%.

 

(3)Excludes mortgage loans that are interest-only for the entire term and the U.S. Industrial Portfolio Whole Loan, which requires monthly debt service payments of (i) $125,000 of principal plus (ii) the amount of interest accrued on the outstanding principal balance of the whole loan during the related interest accrual period.

 

(4)Unless otherwise indicated, the Cut-off Date LTV Ratio is calculated utilizing the “as-is” appraised value (which, in certain cases, may reflect a portfolio premium valuation). With respect to one mortgage loan, representing approximately 1.0% of the initial pool balance, the Cut-off Date LTV Ratio was calculated using a hypothetical “as-is” appraised value assuming certain tenant improvements, leasing commissions and free rent have been paid. The weighted average Cut-off Date LTV Ratio for the mortgage pool without making any adjustments is 57.2%. See “Description of the Mortgage Pool—Certain Calculations and Definitions” in the Preliminary Prospectus for a description of Cut-off Date LTV Ratio.

 

(5)Unless otherwise indicated, the Maturity Date LTV Ratio is calculated utilizing the “as-is” appraised value. With respect to six mortgage loans, representing approximately 26.6% of the initial pool balance, the respective Maturity Date LTV Ratios were each calculated using the related “as stabilized” appraised value instead of the related “as-is” appraised value. The weighted average Maturity Date LTV Ratio for the mortgage pool without making such adjustments is 53.5%. See “Description of the Mortgage Pool—Certain Calculations and Definitions” in the Preliminary Prospectus for a description of Maturity Date LTV Ratio.

 

(6)Unless otherwise indicated, the Underwritten Debt Service Coverage Ratio for each mortgage loan is calculated by dividing the Underwritten Net Cash Flow from the related mortgaged property or mortgaged properties by the annual debt service for such mortgage loan, as adjusted in the case of mortgage loans with a partial interest only period by using the first 12 amortizing payments due instead of the actual interest only payment. With respect to the U.S. Industrial Portfolio mortgage loan, representing approximately 7.5% of the initial pool balance, which requires monthly debt service payments on the U.S. Industrial Portfolio Whole Loan of (i) $125,000 of principal plus (ii) the amount of interest accrued on the outstanding principal balance of the whole loan during the related interest accrual period, the respective Underwritten Debt Service Coverage Ratio is calculated based on the debt service for the 12-month period commencing June 6, 2017. See “Description of the Mortgage Pool—Certain Calculations and Definitions” in the Preliminary Prospectus for a description of Underwritten Debt Service Coverage Ratio.

 

(7)Unless otherwise indicated, the Debt Yield on Underwritten NOI for each mortgage loan is the related mortgaged property’s Underwritten NOI divided by the Cut-off Date Balance of such mortgage loan, and the Debt Yield on Underwritten NCF for each mortgage loan is the related mortgaged property’s Underwritten NCF divided by the Cut-off Date Balance of such mortgage loan. See “Description of the Mortgage Pool—Certain Calculations and Definitions” in the Preliminary Prospectus for descriptions of Debt Yield on Underwritten NOI and Debt Yield on Underwritten NCF.

 

(8)The 1999 Avenue of the Stars mortgage loan has an additional existing subordinate mezzanine loan held by certain limited liability companies owned by certain individuals who also own an indirect interest in the borrower with an outstanding principal balance of $71,120,923 made to the direct parent of the mezzanine borrower. See “Description of the Mortgage Pool—The Whole Loans” and “Description of the Mortgage Pool—Additional Indebtedness” in the Preliminary Prospectus.

 

(9)The 1999 Avenue of the Stars mortgage loan has one or more subordinate companion loans that is generally subordinate in right of payment to the respective related mortgage loan (the “1999 Avenue of the Stars Subordinate Companion Loans”). The 1999 Avenue of the Stars Subordinate Companion Loans, evidenced by note B-1, note B-2, note B-3 and note B-4, have an aggregate outstanding principal balance of $192,240,000 as of the Cut-off Date, and are currently held by Goldman Sachs Mortgage Company and are anticipated to be sold to an unrelated third party investor. See “Description of the Mortgage Pool—The Whole Loans” and “Description of the Mortgage Pool—Additional Indebtedness” in the Preliminary Prospectus.

 

The securities offered by these materials are being offered when, as and if issued. In particular, you are advised that the offered securities, and the asset pool backing them, are subject to modification or revision (including, among other things, the possibility that one or more classes of securities may be split, combined or eliminated) at any time prior to issuance or availability of a final prospectus. As a result, you may commit to purchase securities that have characteristics that may change, and you are advised that all or a portion of the offered securities may not be issued that have the characteristics described in these materials. Our obligation to sell securities to you is conditioned on the offered securities and the underlying transaction having the characteristics described in these materials. If we determine that the above conditions are not satisfied in any material respect, we will notify you, and neither the issuer nor any of the underwriters will have any obligation to you to deliver all or any portion of the securities which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery.

 

The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-207677) (the “Registration Statement”) for the offering to which this communication relates. Before you invest, you should read the prospectus in the Registration Statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Goldman Sachs & Co. LLC, Academy Securities, Inc., Drexel Hamilton, LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-471-2526 or if you email a request to prospectus-ny@gs.com.

 

6

 

 

KEY FEATURES OF THE CERTIFICATES

 

Lead Manager and Sole Bookrunner:

Goldman Sachs & Co. LLC

 

Co-Managers:

Academy Securities, Inc.

Drexel Hamilton, LLC

 

Depositor:

GS Mortgage Securities Corporation II

 

Initial Pool Balance:

$959,131,421

 

Master Servicer:

Midland Loan Services, a Division of PNC Bank, National Association

 

Special Servicer:

Midland Loan Services, a Division of PNC Bank, National Association

 

Certificate Administrator:

Wells Fargo Bank, National Association

 

Trustee:

Wells Fargo Bank, National Association

 

Operating Advisor:

Pentalpha Surveillance LLC

 

Asset Representations Reviewer:

Pentalpha Surveillance LLC

 

U.S. Credit Risk Retention:

For a discussion of the manner by which Goldman Sachs Mortgage Company, as sponsor, intends to satisfy the credit risk requirements of the Credit Risk Retention Rules, see “Credit Risk Retention” in the Preliminary Prospectus.

 

Pricing:

Week of May 15, 2017

 

Closing Date:

May 31, 2017

 

Cut-off Date:

For each mortgage loan, the related due date for such mortgage loan in May 2017 (or, in the case of any mortgage loan that has its first due date in June 2017, the date that would have been its due date in May 2017 under the terms of that mortgage loan if a monthly payment were scheduled to be due in that month).

 

Determination Date:

The 6th day of each month or next business day, commencing in June 2017

 

Distribution Date:

The 4th business day after the Determination Date, commencing in June 2017

 

Interest Accrual:

Preceding calendar month

 

ERISA Eligible:

The offered certificates are expected to be ERISA eligible

 

SMMEA Eligible:

No

 

Payment Structure:

Sequential Pay

 

Day Count:

30/360

 

Tax Structure:

REMIC

 

Rated Final Distribution Date:

May 2050

 

Cleanup Call:

1.0%

 

Minimum Denominations:

$10,000 minimum for the offered certificates (except with respect to the Class X-A and Class X-B certificates: $1,000,000 minimum); integral multiples of $1 thereafter for all the offered certificates

 

Delivery:

Book-entry through DTC

 

Bond Information: Cash flows are expected to be modeled by TREPP, INTEX and BLOOMBERG

 

The securities offered by these materials are being offered when, as and if issued. In particular, you are advised that the offered securities, and the asset pool backing them, are subject to modification or revision (including, among other things, the possibility that one or more classes of securities may be split, combined or eliminated) at any time prior to issuance or availability of a final prospectus. As a result, you may commit to purchase securities that have characteristics that may change, and you are advised that all or a portion of the offered securities may not be issued that have the characteristics described in these materials. Our obligation to sell securities to you is conditioned on the offered securities and the underlying transaction having the characteristics described in these materials. If we determine that the above conditions are not satisfied in any material respect, we will notify you, and neither the issuer nor any of the underwriters will have any obligation to you to deliver all or any portion of the securities which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery.

 

The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-207677) (the “Registration Statement”) for the offering to which this communication relates. Before you invest, you should read the prospectus in the Registration Statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Goldman Sachs & Co. LLC, Academy Securities, Inc., Drexel Hamilton, LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-471-2526 or if you email a request to prospectus-ny@gs.com.

 

7

 

 

TRANSACTION HIGHLIGHTS

 

934,961,308 (Approximate) New-Issue Multi-Borrower CMBS:

 

Overview: The mortgage pool consists of 33 fixed-rate commercial mortgage loans that have an aggregate Cut-off Date Balance of $959,131,421 (the “Initial Pool Balance”), have an average mortgage loan Cut-off Date Balance of $29,064,589 and are secured by 73 mortgaged properties located throughout 26 states and the District of Columbia

 

LTV: 57.1% weighted average Cut-off Date LTV Ratio

 

DSCR: 2.38x weighted average Underwritten NCF Debt Service Coverage Ratio

 

Debt Yield: 11.9% weighted average Debt Yield on Underwritten NOI

 

Credit Support: 30.000% credit support to Class A-1 / A-2 / A-3 / A-AB

 

Loan Structural Features:

 

Amortization: 46.2% of the mortgage loans by Initial Pool Balance have scheduled amortization:

 

28.8% of the mortgage loans by Initial Pool Balance have scheduled amortization following a partial interest only period with a balloon payment due at maturity

 

17.4% of the mortgage loans by Initial Pool Balance have amortization for the entire term with a balloon payment due at maturity

 

Hard Lockboxes: 79.8% of the mortgage loans by Initial Pool Balance have a Hard Lockbox in place

 

Cash Traps: 97.8% of the mortgage loans by Initial Pool Balance have cash traps triggered by certain declines in cash flow, all at levels equal to or greater than a 1.00x coverage, that fund an excess cash flow reserve

 

Reserves: The mortgage loans require amounts to be escrowed for reserves as follows:

 

Real Estate Taxes: 21 mortgage loans representing 38.9% of the Initial Pool Balance

 

Insurance: 7 mortgage loans representing 12.3% of the Initial Pool Balance

 

Replacement Reserves (Including FF&E Reserves): 22 mortgage loans representing 46.2% of the Initial Pool Balance

 

Tenant Improvements / Leasing Commissions: 16 mortgage loans representing 40.2% of the portion of the Initial Pool Balance that is secured by office, mixed use, retail, and industrial properties only

 

Predominantly Defeasance: 87.9% of the mortgage loans by Initial Pool Balance permit defeasance after an initial lockout period

 

Multiple-Asset Types > 5.0% of the Initial Pool Balance:

 

Office: 48.3% of the mortgaged properties by allocated Initial Pool Balance are office properties

 

Mixed Use: 18.7% of the mortgaged properties by allocated Initial Pool Balance are mixed use properties

 

Retail: 17.0% of the mortgaged properties by allocated Initial Pool Balance are retail properties (13.7% are anchored retail properties)

 

Industrial: 10.6% of the mortgaged properties by allocated Initial Pool Balance are industrial properties

 

Geographic Diversity: The 73 mortgaged properties are located throughout 26 states and the District of Columbia with only one state having greater than 10.0% of the allocated Initial Pool Balance: California (25.8%)

 

The securities offered by these materials are being offered when, as and if issued. In particular, you are advised that the offered securities, and the asset pool backing them, are subject to modification or revision (including, among other things, the possibility that one or more classes of securities may be split, combined or eliminated) at any time prior to issuance or availability of a final prospectus. As a result, you may commit to purchase securities that have characteristics that may change, and you are advised that all or a portion of the offered securities may not be issued that have the characteristics described in these materials. Our obligation to sell securities to you is conditioned on the offered securities and the underlying transaction having the characteristics described in these materials. If we determine that the above conditions are not satisfied in any material respect, we will notify you, and neither the issuer nor any of the underwriters will have any obligation to you to deliver all or any portion of the securities which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery.

 

The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-207677) (the “Registration Statement”) for the offering to which this communication relates. Before you invest, you should read the prospectus in the Registration Statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Goldman Sachs & Co. LLC, Academy Securities, Inc., Drexel Hamilton, LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-471-2526 or if you email a request to prospectus-ny@gs.com.

 

8

 

 

COLLATERAL OVERVIEW

 

Mortgage Loan Seller

 

Mortgage Loan Seller

Mortgage Loans

Mortgaged Properties

Aggregate Cut-off Date
Balance

% of Initial
Pool Balance

Goldman Sachs Mortgage Company

33

73

$959,131,421

100.0%

Total 33 73 $959,131,421 100.0%

 

Ten Largest Mortgage Loans

Mortgage Loan Name

Cut-off Date
Balance

% of
Initial
Pool
Balance

Property
Type

Property Size
SF

Cut-off Date
Balance Per
SF

UW NCF
DSCR

UW
NOI Debt
Yield

Cut-off
Date LTV
Ratio

1999 Avenue of the Stars $95,500,000 9.96% Office 821,357 $283 3.84x 16.5% 27.1%
Lafayette Centre 80,250,000 8.4    Office 793,553 $306 2.27x 10.1% 60.1%
Pentagon Center 80,000,000 8.3    Office 911,818 $230 2.72x 12.0% 55.3%
U.S. Industrial Portfolio 72,403,880 7.5    Industrial 6,298,728 $49 2.14x 10.4% 67.2%
GSK R&D Centre 65,500,000 6.8    Mixed Use 635,058 $217 4.74x 19.3% 39.9%
CH2M Global Headquarters 60,000,000 6.3    Office 370,485 $216 1.36x 9.1% 65.5%
Mack-Cali Short Hills Office Portfolio 49,800,000 5.2    Office 572,168 $218 3.28x 14.4% 45.1%
Redlands Town Center 46,500,000 4.8    Retail 251,621 $185 1.92x 9.4% 62.8%
Ericsson North American HQ 45,600,000 4.8    Office 491,891 $211 1.98x 12.4% 69.1%
One West 34th Street

40,000,000    

4.2    Mixed Use 210,358 $713

1.24x

5.8%

53.6%

Top 10 Total / Wtd. Avg. $635,553,880 66.3%       2.68x 12.4% 53.0%
RemainingTotal / Wtd. Avg.

323,577,541    

33.7         

1.78x

10.9%

65.1%

Total / Wtd. Avg. $959,131,421 100.0%       2.38x 11.9% 57.1%

 

Companion Loan Summary

Mortgage Loan Name

Mortgage
Loan Cut-off
Date
Balance

% of
Initial
Pool
Balance

Number of
Pari Passu
Companion
Loans(1)

Pari Passu
Companion Loan
Cut-off
Date Balance

Subordinate
Companion
Loan
Cut off Date
Balance(1)

Whole Loan
Cut-off Date
Balance

Controlling Pooling & Servicing Agreement (“Controlling PSA”)

Master Servicer

Special Servicer

1999 Avenue of the Stars(2) $95,500,000 9.96% 2 $137,260,000 $192,240,000 $425,000,000 GSMS 2017-GS6 Midland Midland
Lafayette Centre $80,250,000 8.4% 2 $162,750,000 $243,000,000 GSMS 2017-GS5 Midland Rialto
Pentagon Center(3) $80,000,000 8.3% 5 $130,000,000 $210,000,000 GSMS 2017-GS6 Midland Midland
U.S. Industrial Portfolio $72,403,880 7.5% 3 $234,236,120 $306,640,000 GSMS 2016-GS3 Midland Rialto
GSK R&D Centre $65,500,000 6.8% 1 $72,500,000 $138,000,000 GSMS 2017-GS5 Midland Rialto
CH2M Global Headquarters $60,000,000 6.3% 1 $20,000,000 $80,000,000 GSMS 2017-GS6 Midland Midland
Mack-Cali Short Hills Office Portfolio(4) $49,800,000 5.2% 2 $74,700,000 $124,500,000 CGCMT 2017-P7 Midland Rialto
Ericsson North American HQ $45,600,000 4.8% 1 $58,000,000 $103,600,000 GSMS 2017-GS5 Midland Rialto
One West 34th Street(5) $40,000,000 4.2% 3 $110,000,000 $150,000,000 BANK 2017-BNK4 Midland Rialto

 

 

(1)Each companion loan is pari passu in right of payment to its related mortgage loan and senior in right of payment to any related subordinate companion loan.

(2)The 1999 Avenue of the Stars mortgage loan has two pari passu companion loans with an aggregate outstanding principal balance of $137,260,000 and four subordinate companion loans with an aggregate outstanding principal balance of $192,240,000.

(3)The Pentagon Center mortgage loan has five pari passu companion loans with an aggregate outstanding principal balance of $130,000,000. Three pari passu companion loans with an outstanding principal balance as of the Cut-off Date of $55,000,000 were contributed to the BANK 2017-BNK4 securitization trust, one pari passu companion loan with an outstanding principal balance as of the Cut-off Date of $25,000,000 was contributed to the GSMS 2017-GS5 securitization trust, and one pari passu companion loan with an outstanding principal balance as of the Cut-off Date of $50,000,000 was contributed to the MSBAM 2017-C33 securitization trust.

(4)The Mack-Cali Short Hills Office Portfolio mortgage loan has two pari passu companion loans with an aggregate outstanding principal balance of $74,700,000. Both pari passu companion loans with an outstanding principal balance as of the Cut-off Date of $74,700,000 were contributed to the CGCMT 2017-P7 securitization trust.

(5)The One West 34th Street mortgage loan has three pari passu companion loans with an aggregate outstanding principal balance of $110,000,000. One pari passu companion loan with an outstanding principal balance as of the Cut-off Date of $60,000,000 was contributed to the BANK 2017-BNK4 securitization trust, one pari passu companion loan with an outstanding principal balance as of the Cut-off Date of $30,000,000 is currently held by Wells Fargo Bank, National Association, and is expected to be contributed to one or more future securitization trusts, and one pari passu companion loan with an outstanding principal balance as of the Cut-off Date of $20,000,000 is currently held by Goldman Sachs Mortgage Company, and is expected to be contributed to one or more future securitization trusts.

 

The securities offered by these materials are being offered when, as and if issued. In particular, you are advised that the offered securities, and the asset pool backing them, are subject to modification or revision (including, among other things, the possibility that one or more classes of securities may be split, combined or eliminated) at any time prior to issuance or availability of a final prospectus. As a result, you may commit to purchase securities that have characteristics that may change, and you are advised that all or a portion of the offered securities may not be issued that have the characteristics described in these materials. Our obligation to sell securities to you is conditioned on the offered securities and the underlying transaction having the characteristics described in these materials. If we determine that the above conditions are not satisfied in any material respect, we will notify you, and neither the issuer nor any of the underwriters will have any obligation to you to deliver all or any portion of the securities which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery.

 

The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-207677) (the “Registration Statement”) for the offering to which this communication relates. Before you invest, you should read the prospectus in the Registration Statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Goldman Sachs & Co. LLC, Academy Securities, Inc., Drexel Hamilton, LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-471-2526 or if you email a request to prospectus-ny@gs.com.

 

9

 

 

COLLATERAL OVERVIEW (continued)

 

Mortgage Loans with Existing Mezzanine Debt

Mortgage Loan Name

Mortgage Loan
Cut-off Date
Balance

Mezzanine Debt
Cut-off
Date Balance

Total Debt
Cut-off Date
Balance(1)

Wtd. Avg.
Cut-off Date
Total Debt
Interest
Rate(1)

Cut-off Date
Mortgage
Loan LTV
Ratio

Cut-off Date
Total Debt
LTV Ratio(1)

Cut-off Date
Mortgage
Loan
UW NCF
DSCR

Cut-off Date
Total Debt
UW NCF
DSCR(1)

1999 Avenue of the Stars(2) $95,500,000 $75,000,000 $500,000,000 4.24450% 27.1% 58.1% 3.84x 1.74x

 

 

(1)Calculated including the mezzanine debt.

(2)The 1999 Avenue of the Stars mortgage loan has one $75,000,000 related mezzanine loan that is currently held by Goldman Sachs Mortgage Company and is anticipated to be sold to an unrelated third party. In addition to the mezzanine loan noted above, there is an existing subordinate mezzanine loan held by certain limited liability companies owned by certain individuals who also own an indirect interest in the borrower with an outstanding principal balance of $71,120,923 made to the direct parent of the mezzanine borrower. See “Description of the Mortgage Pool—Additional Indebtedness” in the Preliminary Prospectus.

 

Previously Securitized Mortgaged Properties(1)

 

Mortgaged Property Name

City

State

Property
Type

Cut-off Date
Balance /
Allocated Cut-off
Date Balance(2)

% of Initial
Pool
Balance

Previous Securitization

Lafayette Centre Washington District of Columbia Office $80,250,000 8.4% (3)
Pentagon Center Arlington Virginia Office $80,000,000 8.3% (3)
U.S. Industrial Portfolio Various Various Industrial $72,403,880 7.5% (4)
GSK R&D Centre Rockville Maryland Mixed Use $65,500,000 6.8% CGGS 2016-RNDB
Mack-Cali Short Hills Office Portfolio Short Hills New Jersey Office $49,800,000 5.2% (5)
The Plaza Buford Georgia Retail $24,500,000 2.6% MSC 2008-T29
River Ranch Lafayette Louisiana Mixed Use $18,681,450 1.9% MSC 2007-IQ14
Boulevard Center II Denver Colorado Retail $15,500,000 1.6% GSMS 2007-GG10
Shiloh Crossing Avon Indiana Retail $12,562,500 1.3% BSCMS 2007-PW17
Victoria Villa Houston Texas Multifamily $11,250,000 1.2% GSMS 2014-GC24
Spruce Street Riverside California Office $9,500,000 1.0% MSC 2007-IQ14
Village at Oakhurst Cornelius North Carolina Mixed Use $5,993,001 0.6% BACM 2007-2
Best Buy Danvers Danvers Massachusetts Retail $5,900,000 0.6% BSCMS 2007-PW15

 

 

(1)The table above includes mortgaged properties securing mortgage loans for which the most recent prior financing of all or a significant portion of such mortgaged property was included in a securitization. Information under “Previous Securitization” represents the most recent such securitization with respect to each of those mortgaged properties. The information in the above table is based solely on information provided by the related borrower or obtained through searches of a third-party database, and has not otherwise been confirmed by the mortgage loan seller.

(2)Reflects the allocated loan amount in cases where the applicable mortgaged property is one of a portfolio of mortgaged properties securing a particular mortgage loan.

(3)The Lafayette Centre and Pentagon Center mortgaged properties were included in the following transactions: BSCMS 2007-PW16, BACM 2007-2, MSC 2007-HQ12, MSC 2007-IQ14, WBCMT 2007-C31, WBCMT 2007-C32.

(4)Each of the U.S. Industrial Portfolio mortgaged properties were included in the WFRBS 2012-C8 and WFRBS 2013-C11 transactions.

(5)The Mack-Cali Short Hills Office Portfolio mortgaged properties were contributed to the following transactions: 51 JFK Parkway property was contributed to the GCCFC 2007-GG9 transaction and the 101 JFK Parkway property and 103 JFK Parkway property were contributed to the GSMS 2007-GG10 transaction.

 

The securities offered by these materials are being offered when, as and if issued. In particular, you are advised that the offered securities, and the asset pool backing them, are subject to modification or revision (including, among other things, the possibility that one or more classes of securities may be split, combined or eliminated) at any time prior to issuance or availability of a final prospectus. As a result, you may commit to purchase securities that have characteristics that may change, and you are advised that all or a portion of the offered securities may not be issued that have the characteristics described in these materials. Our obligation to sell securities to you is conditioned on the offered securities and the underlying transaction having the characteristics described in these materials. If we determine that the above conditions are not satisfied in any material respect, we will notify you, and neither the issuer nor any of the underwriters will have any obligation to you to deliver all or any portion of the securities which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery.

 

The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-207677) (the “Registration Statement”) for the offering to which this communication relates. Before you invest, you should read the prospectus in the Registration Statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Goldman Sachs & Co. LLC, Academy Securities, Inc., Drexel Hamilton, LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-471-2526 or if you email a request to prospectus-ny@gs.com.

 

10

 

 

(THIS PAGE INTENTIONALLY LEFT BLANK)

 

11

 

 

COLLATERAL OVERVIEW (continued)

 

Property Types

 

                         
Property Type / Detail   Number of
Mortgaged
Properties
  Aggregate Cut-off
Date Balance(1)
  % of Initial
Pool
Balance(1)
  Wtd. Avg.
Underwritten
NCF DSCR(2)
  Wtd. Avg. Cut-
off Date LTV
Ratio(2)
  Wtd. Avg.
Debt Yield on
Underwritten
NOI(2)
Office   11     $463,415,000     48.3 %   2.53x   53.8%   12.2%  
General Suburban   7     244,900,000     25.5     2.32x   59.0%   11.8%  
CBD   4     218,515,000     22.8     2.77x   48.1%   12.6%  
Mixed Use   6     $179,174,451     18.7 %   2.75x   52.5%   12.9%  
Office/Retail   3     82,993,001     8.7     1.55x   57.3%   8.8%  
Office/R&D   1     65,500,000     6.8     4.74x   39.9%   19.3%  
Retail/Multifamily   1     18,681,450     1.9     1.52x   70.4%   10.2%  
Office/Industrial   1     12,000,000     1.3     2.07x   60.0%   10.9%  
Retail   10     $162,907,500     17.0 %   1.95x   63.2%   10.4%  
Anchored   7     130,957,500     13.7     2.05x   63.1%   10.8%  
Shadow Anchored   1     15,500,000     1.6     1.38x   71.9%   8.9%  
Unanchored   1     10,550,000     1.1     1.50x   58.6%   7.8%  
Single Tenant Retail   1     5,900,000     0.6     2.02x   50.9%   10.1%  
Industrial   42     $102,075,322     10.6 %   1.98x   67.7%   10.5%  
Flex   14     33,659,546     3.5     1.92x   67.3%   10.4%  
Manufacturing   17     32,464,177     3.4     2.14x   67.2%   10.4%  
Warehouse/Distribution   8     29,538,152     3.1     1.84x   68.8%   10.6%  
Warehouse   3     6,413,446     0.7     2.14x   67.2%   10.4%  
Hospitality   2     $32,809,148     3.4 %   2.05x   59.6%   14.4%  
Full Service   1     17,477,195     1.8     2.32x   58.1%   15.8%  
Select Service   1     15,331,953     1.6     1.75x   61.3%   12.9%  
Multifamily – Garden   1     $11,250,000     1.2 %   1.62x   69.2%   10.9%  
Self Storage   1     $7,500,000     0.8 %   1.61x   64.7%   8.8%  
Total/Avg./Wtd.Avg.   73     $959,131,421     100.0 %   2.38x   57.1%   11.9%  

 

 

(1)Calculated based on the mortgaged property’s allocated loan amount for mortgage loans secured by more than one mortgaged property.

(2)Weighted average based on the mortgaged property’s allocated loan amount for mortgage loans secured by more than one mortgaged property.

 

(PIE CHART)

 

The securities offered by these materials are being offered when, as and if issued. In particular, you are advised that the offered securities, and the asset pool backing them, are subject to modification or revision (including, among other things, the possibility that one or more classes of securities may be split, combined or eliminated) at any time prior to issuance or availability of a final prospectus. As a result, you may commit to purchase securities that have characteristics that may change, and you are advised that all or a portion of the offered securities may not be issued that have the characteristics described in these materials. Our obligation to sell securities to you is conditioned on the offered securities and the underlying transaction having the characteristics described in these materials. If we determine that the above conditions are not satisfied in any material respect, we will notify you, and neither the issuer nor any of the underwriters will have any obligation to you to deliver all or any portion of the securities which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery.

 

The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-207677) (the “Registration Statement”) for the offering to which this communication relates. Before you invest, you should read the prospectus in the Registration Statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Goldman Sachs & Co. LLC, Academy Securities, Inc., Drexel Hamilton, LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-471-2526 or if you email a request to prospectus-ny@gs.com.

 

12

 

 

COLLATERAL OVERVIEW (continued)

 

Geographic Distribution 

Property Location   Number of
Mortgaged
Properties
  Aggregate Cut-off
Date Balance(1)
  % of Initial
Pool
Balance(1)
  Aggregate Appraised
Value(2)(3)
  % of Total
Appraised
Value
  Underwritten
NOI(2)
  % of Total
Underwritten
NOI
California   11     $247,907,030     25.8 %   $1,205,620,000     31.4 %   $61,595,182     26.5 %
District of Columbia   1     80,250,000     8.4     404,000,000     10.5     24,548,617     10.5  
Virginia   1     80,000,000     8.3     379,800,000     9.9     25,117,003     10.8  
Colorado   3     77,562,787     8.1     155,870,000     4.1     9,490,971     4.1  
Maryland   1     65,500,000     6.8     345,500,000     9.0     26,598,577     11.4  
Texas   5     58,819,024     6.1     177,810,000     4.6     14,864,454     6.4  
New York   3     52,033,161     5.4     306,700,000     8.0     10,303,481     4.4  
New Jersey   4     50,976,300     5.3     282,900,000     7.4     18,393,813     7.9  
Nevada   1     37,000,000     3.9     61,750,000     1.6     4,284,805     1.8  
Georgia   5     32,413,655     3.4     78,750,000     2.1     5,848,815     2.5  
Ohio   5     20,642,596     2.2     47,100,000     1.2     3,651,571     1.6  
South Carolina   3     20,576,490     2.1     48,280,000     1.3     4,130,156     1.8  
Louisiana   1     18,681,450     1.9     26,550,000     0.7     1,899,830     0.8  
Idaho   1     15,331,953     1.6     25,000,000     0.7     1,972,306     0.8  
Florida   5     15,155,105     1.6     32,820,000     0.9     2,280,811     1.0  
Indiana   2     13,142,126     1.4     20,150,000     0.5     1,429,931     0.6  
Alabama   1     12,895,000     1.3     17,400,000     0.5     1,162,433     0.5  
Tennessee   1     12,000,000     1.3     16,400,000     0.4     998,350     0.4  
Illinois   6     10,254,268     1.1     60,150,000     1.6     4,728,186     2.0  
North Carolina   2     8,665,248     0.9     24,725,000     0.6     1,702,238     0.7  
Pennsylvania   1     7,500,000     0.8     11,600,000     0.3     656,336     0.3  
Michigan   4     5,973,558     0.6     35,040,000     0.9     2,829,007     1.2  
Massachusetts   1     5,900,000     0.6     11,600,000     0.3     594,386     0.3  
Arizona   1     5,063,205     0.5     29,700,000     0.8     1,727,267     0.7  
Kentucky   2     2,638,151     0.3     15,475,000     0.4     1,132,632     0.5  
Minnesota   1     1,508,733     0.2     8,850,000     0.2     571,841     0.2  
Missouri   1     741,581     0.1     4,350,000     0.1     272,877     0.1  
Total   73     $959,131,421     100.0 %   $3,833,890,000     100.0 %   $232,785,879     100.0 % 

 

 

(1)Calculated based on the mortgaged property’s allocated loan amount for mortgage loans secured by more than one mortgaged property.

(2)Aggregate Appraised Values and Underwritten NOI reflect the aggregate values without any reduction for the pari passu companion loan(s).

(3)The Aggregate Appraised Value was calculated using the individual “as-is” appraised values for the U.S. Industrial Portfolio mortgaged properties without regard to the portfolio premiums as described under “Certain Definitions—Appraised Value” in this Term Sheet.

 

(MAP) 

 

The securities offered by these materials are being offered when, as and if issued. In particular, you are advised that the offered securities, and the asset pool backing them, are subject to modification or revision (including, among other things, the possibility that one or more classes of securities may be split, combined or eliminated) at any time prior to issuance or availability of a final prospectus. As a result, you may commit to purchase securities that have characteristics that may change, and you are advised that all or a portion of the offered securities may not be issued that have the characteristics described in these materials. Our obligation to sell securities to you is conditioned on the offered securities and the underlying transaction having the characteristics described in these materials. If we determine that the above conditions are not satisfied in any material respect, we will notify you, and neither the issuer nor any of the underwriters will have any obligation to you to deliver all or any portion of the securities which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery.

 

The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-207677) (the “Registration Statement”) for the offering to which this communication relates. Before you invest, you should read the prospectus in the Registration Statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Goldman Sachs & Co. LLC, Academy Securities, Inc., Drexel Hamilton, LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-471-2526 or if you email a request to prospectus-ny@gs.com.

 

13

 

 

COLLATERAL OVERVIEW (continued)

 

  Distribution of Cut-off Date Balances          
  Range of Cut-off Date Balances ($)   Number of Mortgage Loans   Cut-off Date Balance   % of Initial Pool Balance  
  5,687,500 - 10,000,000   6      $44,580,501   4.6 %  
  10,000,001 - 20,000,000   14      187,497,039    19.5    
  20,000,001 - 30,000,000   2      54,500,000    5.7    
  30,000,001 - 40,000,000   2      77,000,000    8.0    
  40,000,001 - 50,000,000   3      141,900,000    14.8    
  50,000,001 - 60,000,000   1      60,000,000    6.3    
  60,000,001 - 80,000,000   3      217,903,880    22.7    
  80,000,001 - 95,500,000   2      175,750,000    18.3    
  Total   33     $959,131,421   100.0 %  
                     
                     
  Distribution of Underwritten NCF DSCRs(1)
  Range of UW NCF DSCR (x)   Number of Mortgage Loans   Cut-off Date Balance   % of Initial Pool Balance  
  1.24 - 1.40   8      $193,957,500   20.2 %  
  1.41 - 1.50   3      32,815,000    3.4    
  1.51 - 1.60   3      56,165,391    5.9    
  1.61 - 1.70   3      24,743,001    2.6    
  1.71 - 2.00   4      144,431,953    15.1    
  2.01 - 2.20   3      90,303,880    9.4    
  2.21 - 3.00   4      183,414,695    19.1    
  3.01 - 4.97   5      233,300,000    24.3    
  Total   33     $959,131,421   100.0 %  
  (1)   See footnotes (1) and (6) to the table entitled “Mortgage Pool Characteristics” above.  
                     
  Distribution of Amortization Types(1)      
  Amortization Type   Number of Mortgage Loans   Cut-off Date Balance   % of Initial Pool Balance  
  Interest Only   13      $516,000,000   53.8 %  
  Interest Only, Then Amortizing(2)   12      276,447,500    28.8    
  Amortizing (30 Years)   7      94,280,041    9.8    
  Amortizing (Other)(3)   1      72,403,880    7.5    
  Total   33     $959,131,421   100.0 %  
 

(1)   All of the mortgage loans will have balloon payments at maturity date. 

(2)   Original partial interest only periods range from 12 to 60 months. 

(3)   The U.S. Industrial Portfolio Whole Loan requires monthly debt service payments of (i) $125,000 of principal plus (ii) the amount of interest accrued on the outstanding principal balance of the whole loan during the related interest accrual period. 

 
                     
  Distribution of Lockboxes      
  Lockbox Type   Number of Mortgage Loans   Cut-off Date Balance   % of Initial Pool Balance  
  Hard   17      $765,330,833   79.8 %  
  Springing   11      145,135,587    15.1    
  None   4      35,900,000    3.7    
  Soft Springing   1      12,765,000    1.3    
  Total   33     $959,131,421   100.0 %  

 

                     
  Distribution of Cut-off Date LTV Ratios(1)      
  Range of Cut-off Date LTV (%)   Number of Mortgage Loans   Cut-off Date Balance   % of Initial Pool Balance  
  23.7 - 30.0   2      $105,500,000   11.0 %  
  30.1 - 40.0   1      65,500,000    6.8    
  40.1 - 50.0   2      62,300,000    6.5    
  50.1 - 60.0   7      202,927,195    21.2    
  60.1 - 65.0   4      149,581,953    15.6    
  65.1 - 70.0   8      226,683,323    23.6    
  70.1 - 75.0   9      146,638,950    15.3    
  Total   33     $959,131,421   100.0 %  
  (1)   See footnotes (1) and (4) to the table entitled “Mortgage Pool Characteristics” above.  
                     
  Distribution of Maturity Date LTV Ratios(1)      
  Range of Maturity Date LTV (%)   Number of Mortgage Loans   Cut-off Date Balance   % of Initial Pool Balance  
  23.7 - 30.0   2      $105,500,000   11.0 %  
  30.1 - 40.0   1      65,500,000    6.8    
  40.1 - 50.0   3      79,777,195    8.3    
  50.1 - 55.0   6      116,989,955    12.2    
  55.1 - 60.0   9      240,902,891    25.1    
  60.1 - 65.0   11      320,461,380    33.4    
  65.1 - 68.2   1      30,000,000    3.1    
  Total   33     $959,131,421   100.0 %  
  (1)   See footnotes (1) and (5) to the table entitled “Mortgage Pool Characteristics” above.  
                     
  Distribution of Loan Purpose      
  Loan Purpose   Number of Mortgage Loans   Cut-off Date Balance   % of Initial Pool Balance  
  Acquisition   13      $516,086,442   53.8 %  
  Refinance   17      264,591,099    27.6    
  Recapitalization   3      178,453,880    18.6    
  Total   33     $959,131,421   100.0 %  
                     
  Distribution of Mortgage Interest Rates      
  Range of Mortgage Interest Rates (%)   Number of Mortgage Loans   Cut-off Date Balance   % of Initial Pool Balance  
  3.830 - 4.250   7      $412,953,880   43.1 %  
  4.251 - 4.500   6      205,787,500    21.5    
  4.501 - 4.750   6      115,492,195    12.0    
  4.751 - 5.000   11      196,072,891    20.4    
  5.001 - 5.257   3      28,824,955    3.0    
  Total   33     $959,131,421   100.0 %  

 



The securities offered by these materials are being offered when, as and if issued. In particular, you are advised that the offered securities, and the asset pool backing them, are subject to modification or revision (including, among other things, the possibility that one or more classes of securities may be split, combined or eliminated) at any time prior to issuance or availability of a final prospectus. As a result, you may commit to purchase securities that have characteristics that may change, and you are advised that all or a portion of the offered securities may not be issued that have the characteristics described in these materials. Our obligation to sell securities to you is conditioned on the offered securities and the underlying transaction having the characteristics described in these materials. If we determine that the above conditions are not satisfied in any material respect, we will notify you, and neither the issuer nor any of the underwriters will have any obligation to you to deliver all or any portion of the securities which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery.

 

The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-207677) (the “Registration Statement”) for the offering to which this communication relates. Before you invest, you should read the prospectus in the Registration Statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Goldman Sachs & Co. LLC, Academy Securities, Inc., Drexel Hamilton, LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-471-2526 or if you email a request to prospectus-ny@gs.com.

 

14

 

 

COLLATERAL OVERVIEW (continued)

                     
  Distribution of Debt Yield on Underwritten NOI(1)      
  Range of Debt Yields on Underwritten NOI (%)   Number of Mortgage Loans   Cut-off Date Balance   % of Initial Pool Balance  
  5.8 - 8.0   2      $50,550,000   5.3 %  
  8.1 - 9.0   6      88,895,000    9.3    
  9.1 - 10.0   5      156,327,500    16.3    
  10.1 - 11.0   9      228,962,273    23.9    
  11.1 - 12.0   2      117,000,000    12.2    
  12.1 - 13.0   2      60,931,953    6.4    
  13.1 - 16.0   4      85,464,695    8.9    
  16.1 - 23.3   3      171,000,000    17.8    
  Total   33     $959,131,421   100.0 %  
  (1)   See footnotes (1) and (7) to the table entitled “Mortgage Pool Characteristics” above.  
                     
  Distribution of Debt Yield on Underwritten NCF(1)      
  Range of Debt Yields on Underwritten NCF (%)   Number of Mortgage Loans   Cut-off Date Balance   % of Initial Pool Balance  
  5.4 - 8.0   3      $62,550,000   6.5 %  
  8.1 - 9.0   8      162,222,500    16.9    
  9.1 - 10.0   9      281,969,271    29.4    
  10.1 - 11.0   3      54,993,001    5.7    
  11.1 - 12.0   3      140,931,953    14.7    
  12.1 - 16.0   4      85,464,695    8.9    
  16.1 - 21.4   3      171,000,000    17.8    
  Total   33     $959,131,421   100.0 %  
  (1)   See footnotes (1) and (7) to the table entitled “Mortgage Pool Characteristics” above.  
                     
  Mortgage Loans with Original Partial Interest Only Periods      
  Original Partial Interest Only Period (months)   Number of Mortgage Loans   Cut-off Date Balance   % of Initial Pool Balance  
  12   2      $24,895,000   2.6 %  
  24   3      $33,265,000   3.5 %  
  36   4      $91,287,500   9.5 %  
  60   3      $127,000,000   13.2 %  
                     
  Distribution of Original Terms to Maturity      
  Original Term to Maturity (months)   Number of Mortgage Loans   Cut-off Date Balance   % of Initial Pool Balance  
  120   31      $798,881,421   83.3 %  
  121   2      160,250,000    16.7    
  Total   33     $959,131,421   100.0 %  
                     
                     
  Distribution of Remaining Terms to Maturity      
  Range of Remaining Terms to Maturity (months)   Number of Mortgage Loans   Cut-off Date Balance   % of Initial Pool Balance  
  112 - 120   33     $959,131,421   100.0 %  
  Total   33     $959,131,421   100.0 %  
                     

 

                     
  Distribution of Original Amortization Terms(1)  
  Original Amortization Term (months)   Number of Mortgage Loans   Cut-off Date Balance   % of Initial Pool Balance  
  Interest Only   13      $516,000,000   53.8 %  
  360   19      370,727,541    38.7    
  Other(2)   1      72,403,880    7.5    
  Total   33     $959,131,421   100.0 %  
 

(1)   All of the mortgage loans will have balloon payments at maturity. 

(2)   The U.S. Industrial Portfolio Whole Loan requires monthly debt service payments of (i) $125,000 of principal plus (ii) the amount of interest accrued on the outstanding principal balance of the whole loan during the related interest accrual period. 

 
                     
  Distribution of Remaining Amortization Terms(1)      
  Range of Remaining Amortization Terms (months)   Number of Mortgage Loans   Cut-off Date Balance   % of Initial Pool Balance  
  Interest Only   13      $516,000,000   53.8 %  
  358 - 360   19      370,727,541    38.7    
  Other(2)   1      72,403,880    7.5    
  Total   33     $959,131,421   100.0 %  
  (1)   All of the mortgage loans will have balloon payments at maturity.  
  (2)   The U.S. Industrial Portfolio Whole Loan requires monthly debt service payments of (i) $125,000 of principal plus (ii) the amount of interest accrued on the outstanding principal balance of the whole loan during the related interest accrual period.  
                     
  Distribution of Prepayment Provisions      
  Prepayment Provision   Number of Mortgage Loans   Cut-off Date Balance   % of Initial Pool Balance  
  Defeasance   27      $813,043,921   84.8 %  
  Yield Maintenance   5      116,087,500    12.1    
  Yield Maintenance or Defeasance   1      30,000,000    3.1    
  Total   33     $959,131,421   100.0 %  
                     
  Distribution of Escrow Types  
  Escrow Type   Number of Mortgage Loans   Cut-off Date Balance   % of Initial Pool Balance  
  Real Estate Tax   21      $373,427,541   38.9 %  
  Replacement Reserves(1)   22      $443,081,421   46.2 %  
  TI/LC(2)   16      $364,643,331   40.2 %  
  Insurance   7      $117,965,391   12.3 %  
 

(1)   Includes mortgage loans with FF&E reserves.

(2)   Percentage of Initial Pool Balance secured by office, retail, industrial and mixed use properties only. 

 

 



 

The securities offered by these materials are being offered when, as and if issued. In particular, you are advised that the offered securities, and the asset pool backing them, are subject to modification or revision (including, among other things, the possibility that one or more classes of securities may be split, combined or eliminated) at any time prior to issuance or availability of a final prospectus. As a result, you may commit to purchase securities that have characteristics that may change, and you are advised that all or a portion of the offered securities may not be issued that have the characteristics described in these materials. Our obligation to sell securities to you is conditioned on the offered securities and the underlying transaction having the characteristics described in these materials. If we determine that the above conditions are not satisfied in any material respect, we will notify you, and neither the issuer nor any of the underwriters will have any obligation to you to deliver all or any portion of the securities which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery.

 

The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-207677) (the “Registration Statement”) for the offering to which this communication relates. Before you invest, you should read the prospectus in the Registration Statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Goldman Sachs & Co. LLC, Academy Securities, Inc., Drexel Hamilton, LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-471-2526 or if you email a request to prospectus-ny@gs.com.

 

15

 

 

STRUCTURAL OVERVIEW

 

Allocation Between      
the Certificates and      
the Retained Interest   The aggregate amount available for distributions to holders of the certificates and the retained interest owner on each distribution date (net of specified expenses of the issuing entity, including fees payable to, and costs and expenses reimbursable to, the master servicer, the special servicer, the certificate administrator, the trustee, the operating advisor and the asset representations reviewer) will be allocated to (a) the retained interest, in an amount equal to the product of such amount multiplied by 2.52% (the “Retained Interest Percentage”) and (b) the certificates, in an amount equal to the product of such amount multiplied by 97.48% (the “Non-Retained Interest Percentage”), in each case such percentages being referred to in this Term Sheet as their respective “percentage allocation entitlement”.
       
Distributions   On each Distribution Date, funds available for distribution to the certificates, net of yield maintenance charges and prepayment premiums, will be distributed in the following amounts and order of priority (in each case to the extent of remaining available funds allocated to the certificates):
     
    1. Class A-1, A-2, A-3, A-AB, X-A and X-B certificates: to interest on the Class A-1, Class A-2, Class A-3, Class A-AB, Class X-A and Class X-B certificates, up to, and pro rata in accordance with, their respective interest entitlements.
       
    2. Class A-1, A-2, A-3 and A-AB certificates: to the extent of funds allocable to principal received or advanced on the mortgage loans, (i) to principal on the Class A-AB certificates until their certificate balance is reduced to the Class A-AB scheduled principal balance set forth in Annex E to the Preliminary Prospectus for the relevant Distribution Date, then (ii) to principal on the Class A-1 certificates until their certificate balance is reduced to zero, all funds available for distribution of principal to the certificates remaining after the distributions to Class A-AB in clause (i) above, then (iii) to principal on the Class A-2 certificates until their certificate balance is reduced to zero, all funds available for distribution of principal to the certificates remaining after the distributions to Class A-1 in clause (ii) above, then (iv) to principal on the Class A-3 certificates until their certificate balance is reduced to zero, all funds available for distribution of principal to the certificates remaining after the distributions to Class A-2 in clause (iii) above, and then (v) to principal on the Class A-AB certificates until their certificate balance is reduced to zero, all funds available for distribution of principal to the certificates remaining after the distributions to Class A-3 in clause (iv) above. If the certificate balances of each and every class of certificates other than the Class A-1, Class A-2, Class A-3 and Class A-AB certificates have been reduced to zero as a result of the allocation of mortgage loan losses to those certificates, funds available for distributions of principal to the certificates will be distributed to the Class A-1, Class A-2, Class A-3 and Class A-AB certificates, pro rata, based on their respective certificate balances (and the schedule for the Class A-AB principal distributions will be disregarded).
       
    3. Class A-1, A-2, A-3 and A-AB certificates: to reimburse the Class A-1, Class A-2, Class A-3 and Class A-AB certificates, pro rata, for any previously unreimbursed losses on the mortgage loans allocable to principal that were previously borne by those classes, together with interest at their respective pass-through rates.
       
    4. Class A-S certificates: (i) first, to interest on the Class A-S certificates up to its interest entitlement; (ii) next, to the extent of funds allocated to principal remaining after distributions in respect of principal to each class of certificates with a higher priority (in this case, the Class A-1, Class A-2, Class A-3 and Class A-AB certificates), to principal on the Class A-S certificates until their certificate balance is reduced to zero; and (iii) next, to reimburse the Class A-S certificates for any previously unreimbursed losses on the mortgage loans allocable to principal that were previously borne by that class, together with interest at its pass-through rate.
       
    5. Class B certificates: (i) first, to interest on the Class B certificates up to its interest entitlement; (ii) next, to the extent of funds allocated to principal remaining after distributions in respect of principal to each class of certificates with a higher priority (in this case, the Class A-1, Class A-2, Class A-3, Class A-AB, and Class A-S certificates), to principal on the Class B certificates until their certificate balance is reduced to zero; and (iii) next, to reimburse the Class B certificates for any previously unreimbursed losses on the mortgage loans allocable to principal that were previously borne by that class, together with interest at its pass-through rate.
       
    6. Class C certificates: (i) first, to interest on the Class C certificates up to its interest entitlement; (ii) next, to the extent of funds allocated to principal remaining after distributions in respect of principal to each class of certificates with a higher priority (in this case, the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-S and Class B certificates), to principal on the Class C certificates until their certificate balance is reduced to zero; and (iii) next, to reimburse the Class C certificates for any previously unreimbursed losses on the mortgage loans allocable to principal that were previously borne by that class, together with interest at its pass-through rate.

 

The securities offered by these materials are being offered when, as and if issued. In particular, you are advised that the offered securities, and the asset pool backing them, are subject to modification or revision (including, among other things, the possibility that one or more classes of securities may be split, combined or eliminated) at any time prior to issuance or availability of a final prospectus. As a result, you may commit to purchase securities that have characteristics that may change, and you are advised that all or a portion of the offered securities may not be issued that have the characteristics described in these materials. Our obligation to sell securities to you is conditioned on the offered securities and the underlying transaction having the characteristics described in these materials. If we determine that the above conditions are not satisfied in any material respect, we will notify you, and neither the issuer nor any of the underwriters will have any obligation to you to deliver all or any portion of the securities which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery.

 

The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-207677) (the “Registration Statement”) for the offering to which this communication relates. Before you invest, you should read the prospectus in the Registration Statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Goldman Sachs & Co. LLC, Academy Securities, Inc., Drexel Hamilton, LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-471-2526 or if you email a request to prospectus-ny@gs.com.

 

16

 

 

STRUCTURAL OVERVIEW (continued)

 

Distributions      
(continued)   7. Class D and Class X-D certificates: (i) first, to interest on the Class D and Class X-D certificates, in the amount of, and pro rata in accordance with, their respective interest entitlements; (ii) next, to the extent of funds allocated to principal remaining after distributions in respect of principal to each class of certificates with a higher priority (in this case, the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-S, Class B and Class C certificates), to principal on the Class D certificates until their certificate balance is reduced to zero; and (iii) next, to reimburse the Class D certificates for any previously unreimbursed losses on the mortgage loans allocable to principal that were previously borne by that class, together with interest at its pass-through rate.
       
    8. Class E certificates: (i) first, to interest on the Class E certificates up to its interest entitlement; (ii) next, to the extent of funds allocated to principal remaining after distributions in respect of principal to each class of certificates with a higher priority (in this case, the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-S, Class B, Class C and Class D certificates), to principal on the Class E certificates until their certificate balance is reduced to zero; and (iii) next, to reimburse the Class E certificates for any previously unreimbursed losses on the mortgage loans allocable to principal that were previously borne by that class, together with interest at its pass-through rate.
       
    9. After Class A-1, Class A-2, Class A-3, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class D, Class X-D and Class E certificates are paid all amounts to which they are entitled, the remaining funds available for distribution to the certificates will be used to pay interest and principal and to reimburse any unreimbursed losses to the Class F and Class G certificates, sequentially, in that order in a manner analogous to the Class E certificates, until the certificate balance of each such class is reduced to zero.
       
Realized Losses   The certificate balances of the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G certificates will each be reduced without distribution on any Distribution Date as a write off to the extent of any loss realized on the mortgage loans allocated to such class of certificates on such Distribution Date. On each Distribution Date, the Non-Retained Interest Percentage of any such loss realized on the mortgage loans will be applied to such classes of certificates in the following order, in each case until the related certificate balance is reduced to zero: first, to the Class G certificates; second, to the Class F certificates; third, to the Class E certificates; fourth, to the Class D certificates; fifth, to the Class C certificates; sixth, to the Class B certificates; seventh, to the Class A-S certificates, and, finally pro rata, to the Class A-1, Class A-2, Class A-3 and Class A-AB certificates, based on their then current respective certificate balances. The notional amount of each class of Class X certificates will be reduced to reflect reductions in the certificate balances of the Related Certificates resulting from allocations of losses realized on the mortgage loans.
       
Prepayment Premiums      
and Yield Maintenance      
Charges   On each Distribution Date, the Retained Interest Percentage of any yield maintenance charge collected on the mortgage loans during the applicable one-month period ending on the related Determination Date is required to be distributed to the retained interest owner. On each Distribution Date, the Non-Retained Interest Percentage of any yield maintenance charge collected on the mortgage loans during the applicable one-month period ending on the related Determination Date is required to be distributed as follows: (1) first such yield maintenance charge will be allocated between (x) the group (the “YM Group A”) of Class A-1, Class A-2, Class A-3, Class A-AB, Class X-A and Class A-S certificates, and (y) the group (the “YM Group B” and together with the YM Group A, the “YM Groups”), of the Class X-B, Class B, Class C and Class D certificates, pro rata, based upon the aggregate amount of principal distributed to the classes of certificates (other than the Class X certificates) in each YM group on such Distribution Date, and (2) then the portion of such yield maintenance charge allocated to each YM Group will be further allocated as among the classes of certificates in such YM Group in the following manner: (A) each class of certificates (other than the Class X certificates) in such YM Group will entitle the applicable certificateholders to receive on the applicable Distribution Date that portion of such yield maintenance charge equal to the product of (x) a fraction whose numerator is the amount of principal distributed to such class of certificates on such Distribution Date and whose denominator is the total amount of principal distributed to all of the certificates (other than the Class X certificates) in that YM Group on such Distribution Date, (y) the Base Interest Fraction for the related principal prepayment and such class of certificates, and (z) the aggregate amount of such yield maintenance charge allocated to such YM Group and (B) the amount of such yield maintenance charge allocated to such YM Group and remaining after such distributions will be distributed to the Class X certificates in such YM Group. If there is more than one class of certificates (other than the Class X certificates) in either YM Group entitled to distributions of principal on any particular Distribution Date on which yield maintenance charges are distributable to such classes of certificates, the aggregate amount of such yield maintenance charges will be allocated among all such classes of certificates (other than the Class X certificates) up to, and on a pro rata basis in accordance with, their respective entitlements in those yield maintenance charges in accordance with the second sentence of this paragraph.

 

The securities offered by these materials are being offered when, as and if issued. In particular, you are advised that the offered securities, and the asset pool backing them, are subject to modification or revision (including, among other things, the possibility that one or more classes of securities may be split, combined or eliminated) at any time prior to issuance or availability of a final prospectus. As a result, you may commit to purchase securities that have characteristics that may change, and you are advised that all or a portion of the offered securities may not be issued that have the characteristics described in these materials. Our obligation to sell securities to you is conditioned on the offered securities and the underlying transaction having the characteristics described in these materials. If we determine that the above conditions are not satisfied in any material respect, we will notify you, and neither the issuer nor any of the underwriters will have any obligation to you to deliver all or any portion of the securities which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery.

 

The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-207677) (the “Registration Statement”) for the offering to which this communication relates. Before you invest, you should read the prospectus in the Registration Statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Goldman Sachs & Co. LLC, Academy Securities, Inc., Drexel Hamilton, LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-471-2526 or if you email a request to prospectus-ny@gs.com.

 

17

 

 

STRUCTURAL OVERVIEW (continued)

 

Prepayment Premiums    
and Yield Maintenance    
Charges (continued)   The “Base Interest Fraction” with respect to any principal prepayment on any mortgage loan and with respect to any class of Class A-1, Class A-2, Class A-3, Class A-AB, Class A-S, Class B, Class C and Class D certificates is a fraction (a) whose numerator is the amount, if any, by which (i) the pass-through rate on such class of certificates exceeds (ii) the discount rate used in accordance with the related loan documents in calculating the yield maintenance charge with respect to such principal prepayment and (b) whose denominator is the amount, if any, by which (i) the mortgage loan rate on such mortgage loan exceeds (ii) the discount rate used in accordance with the related loan documents in calculating the yield maintenance charge with respect to such principal prepayment; provided, however, that under no circumstances will the Base Interest Fraction be greater than one. If such discount rate is greater than or equal to the lesser of (x) the mortgage loan rate on the prepaid mortgage loan and (y) the pass-through rate described in the preceding sentence, then the Base Interest Fraction will equal zero; provided, however, if such discount rate is greater than or equal to the mortgage loan rate, but less than the pass-through rate, the Base Interest Fraction will be one.
     
    If a prepayment premium is imposed in connection with a prepayment rather than a yield maintenance charge, then the prepayment premium so collected will be allocated as described above. For this purpose, the discount rate used to calculate the Base Interest Fraction will be the discount rate used to determine the yield maintenance charge for mortgage loans that require payment at the greater of a yield maintenance charge or a minimum amount equal to a fixed percentage of the principal balance of the mortgage loan or, for mortgage loans that only have a prepayment premium based on a fixed percentage of the principal balance of the mortgage loan, such other discount rate as may be specified in the related loan documents.
     
    No prepayment premiums or yield maintenance charges will be distributed to holders of the Class X-D, Class E, Class F, Class G or Class R certificates. Instead, after the notional amounts of the Class X-A and Class X-B certificates and the certificate balances of the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-S, Class B, Class C and Class D certificates have been reduced to zero, all prepayment premiums and yield maintenance charges allocated to the certificateholders will be distributed to holders of the Class X-B certificates. For a description of prepayment premiums and yield maintenance charges required on the mortgage loans, see Annex A to the Preliminary Prospectus. See also “Certain Legal Aspects of Mortgage Loans” in the Preliminary Prospectus. Prepayment premiums and yield maintenance charges will be distributed on any Distribution Date only to the extent they are received in respect of the mortgage loans as of the related Determination Date. See also “Description of the Certificates—Allocation of Yield Maintenance Charges and Prepayment Premiums” in the Preliminary Prospectus.
     
Non-Serviced Loans   The Lafayette Centre, U.S. Industrial Portfolio, GSK R&D Centre, Mack-Cali Short Hills Office Portfolio, Ericsson North American HQ and One West 34th Street mortgage loans are referred to in this Term Sheet as “non-serviced loans”. The non-serviced loans and related companion loans are being, or are expected to be, serviced and administered in accordance with, and all decisions, consents, waivers, approvals and other actions on the part of the holders of the non-serviced loans and the related companion loans will be, or are expected to be, effected in accordance with, the related Controlling PSA set forth under the “Companion Loan Summary” table above and the related co-lender agreement. Consequently, the servicing provisions set forth in this Term Sheet will generally not be applicable to the non-serviced loans, but instead such servicing and administration of the non-serviced loans will be governed by the related Controlling PSA and the related co-lender agreements. The Controlling PSA provides for servicing in a manner acceptable for rated transactions similar in nature to this securitization. The non-serviced loans are discussed further under “—Whole Loans” below.
     
Advances   The master servicer and, if it fails to do so, the trustee, will be obligated to make P&I advances with respect to each mortgage loan and, with respect to each serviced mortgage loan and serviced whole loan, servicing advances, including paying delinquent property taxes, condominium assessments, insurance premiums and ground lease rents, but only to the extent that those advances are not deemed non-recoverable from collections on the related serviced mortgage loan (or, if applicable, serviced whole loan) and, in the case of P&I advances, subject to reduction in connection with any appraisal reduction amounts that may occur. Notwithstanding the foregoing, servicing advances for the non-serviced loans will be made by the parties of, and pursuant to, the applicable Controlling PSA (as discussed under “—Whole Loans” below).
     
    A “serviced mortgage loan” is any mortgage loan other than a non-serviced mortgage loan.

 

The securities offered by these materials are being offered when, as and if issued. In particular, you are advised that the offered securities, and the asset pool backing them, are subject to modification or revision (including, among other things, the possibility that one or more classes of securities may be split, combined or eliminated) at any time prior to issuance or availability of a final prospectus. As a result, you may commit to purchase securities that have characteristics that may change, and you are advised that all or a portion of the offered securities may not be issued that have the characteristics described in these materials. Our obligation to sell securities to you is conditioned on the offered securities and the underlying transaction having the characteristics described in these materials. If we determine that the above conditions are not satisfied in any material respect, we will notify you, and neither the issuer nor any of the underwriters will have any obligation to you to deliver all or any portion of the securities which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery.

 

The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-207677) (the “Registration Statement”) for the offering to which this communication relates. Before you invest, you should read the prospectus in the Registration Statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Goldman Sachs & Co. LLC, Academy Securities, Inc., Drexel Hamilton, LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-471-2526 or if you email a request to prospectus-ny@gs.com.

 

18

 

 

STRUCTURAL OVERVIEW (continued)

 

Appraisal Reduction    
Amounts   An appraisal reduction amount generally will be created with respect to a required appraisal loan (which is a serviced mortgage loan or serviced whole loan) as to which certain defaults, modifications or insolvency events have occurred (as further described in the Preliminary Prospectus) in the amount, if any, by which the principal balance of such required appraisal loan, plus other amounts overdue or advanced in connection with such required appraisal loan, exceeds 90% of the appraised value of the related mortgaged property plus certain escrows and reserves (including letters of credit) held with respect to such required appraisal loan. In general, any appraisal reduction amount calculated with respect to a whole loan will be allocated, first, to any related subordinate companion loan, up to its outstanding principal balance, and then, to the related mortgage loan and pari passu companion loan(s) on a pro rata basis in accordance with their respective outstanding principal balances. In the case of any non-serviced loan, any appraisal reduction amounts will be calculated pursuant to, and by a party to, the related Controlling PSA (as discussed under “—Whole Loans” below). As a result of an appraisal reduction amount being calculated for and/or allocated to a given mortgage loan, the interest portion of any P&I advance for such mortgage loan that would otherwise be allocable to the certificates will be reduced, which will have the effect of reducing the amount of interest available for distribution to the most subordinate class(es) of certificates (exclusive of the Class R certificates) then outstanding (i.e., first, to the Class G certificates, then to the Class F certificates, then to the Class E certificates, then, pro rata based on interest entitlements, to the Class D and Class X-D certificates, then to the Class C certificates, then to the Class B certificates, then to the Class A-S certificates, and then, pro rata based on interest entitlements, to the Class A-1, Class A-2, Class A-3, Class A-AB, Class X-A and Class X-B certificates). In general, a mortgage loan (or whole loan, if applicable) serviced under the pooling and servicing agreement for this transaction will cease to be a required appraisal loan, and no longer be subject to an appraisal reduction amount, when the same has ceased to be a specially serviced loan (if applicable), has been brought current for at least three consecutive months and no other circumstances exist that would cause such mortgage loan (or whole loan, if applicable) to be a required appraisal loan.
     
    At any time an Appraisal is ordered with respect to a property that would result in appraisal reduction amount with respect to a serviced mortgage loan or serviced whole loan, if applicable, that would result in a change in the controlling class, certain certificateholders will have a right to request a new appraisal as described in the Preliminary Prospectus.
     
Age of Appraisals   Appraisals (which can be an update of a prior appraisal) ordered under the pooling and servicing agreement for this transaction with respect to a mortgaged property are required to be no older than 9 months for purposes of determining appraisal reductions (other than the annual re-appraisal), market value, and other calculations as described in the Preliminary Prospectus.
     
Sale of Defaulted Loans   There will be no “Fair Market Value Purchase Option,” instead defaulted loans will be sold in a process similar to the sale process for REO property.
     
Cleanup Call   On any distribution date on which the aggregate unpaid principal balance of the mortgage loans remaining in the issuing entity is less than 1% of the aggregate principal balance of the pool of mortgage loans as of the Cut-off Date, certain specified persons will have the option to purchase all of the remaining mortgage loans (and all property or the issuing entity’s interest therein acquired through exercise of remedies in respect of any mortgage loan) at the price specified in the Preliminary Prospectus. Exercise of the option will terminate the issuing entity and retire the then outstanding certificates and the retained interest.
     
    If the aggregate certificate balances and notional amounts of all certificates senior to the Class E certificates have been reduced to zero, if the master servicer has received the payment specified in the pooling and servicing agreement from the holder (or holders acting unanimously) of the remaining certificates and the retained interest, the issuing entity could also be terminated in connection with an exchange of all the then-outstanding certificates (excluding the Class R certificates) and the retained interest, for the mortgage loans and each REO property remaining in the issuing entity.

 

The securities offered by these materials are being offered when, as and if issued. In particular, you are advised that the offered securities, and the asset pool backing them, are subject to modification or revision (including, among other things, the possibility that one or more classes of securities may be split, combined or eliminated) at any time prior to issuance or availability of a final prospectus. As a result, you may commit to purchase securities that have characteristics that may change, and you are advised that all or a portion of the offered securities may not be issued that have the characteristics described in these materials. Our obligation to sell securities to you is conditioned on the offered securities and the underlying transaction having the characteristics described in these materials. If we determine that the above conditions are not satisfied in any material respect, we will notify you, and neither the issuer nor any of the underwriters will have any obligation to you to deliver all or any portion of the securities which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery.

 

The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-207677) (the “Registration Statement”) for the offering to which this communication relates. Before you invest, you should read the prospectus in the Registration Statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Goldman Sachs & Co. LLC, Academy Securities, Inc., Drexel Hamilton, LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-471-2526 or if you email a request to prospectus-ny@gs.com.

 

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STRUCTURAL OVERVIEW (continued)

 

Directing Holder /    
Controlling Class    
Representative   The “Directing Holder” will be (a) with respect to any serviced mortgage loan (other than the 1999 Avenue of the Stars mortgage loan) or serviced whole loan (other than the 1999 Avenue of the Stars whole loan), the Controlling Class Representative and (b) with respect to the 1999 Avenue of the Stars whole loan, (i) for so long as the outstanding principal balance of the related subordinate companion loan (as notionally reduced by any appraisal reduction amounts or realized losses allocated to such subordinate companion loan) is equal to or greater than 25% of the initial principal balance of such subordinate companion loan (as reduced by principal payments on such subordinate companion loan), the Controlling Class Representative, and (ii) at all other times, the holder of the related subordinate companion loan.
     
    The “Controlling Class Representative” will be the controlling class certificateholder (or its representative) selected by a majority of the voting rights of the controlling class (by certificate principal balance). The controlling class is the most subordinate class of the Class E, Class F and Class G certificates that has an outstanding certificate balance as notionally reduced by any appraisal reduction amounts and collateral deficiency amounts allocated to such class, that is equal to or greater than 25% of the initial certificate balance of that class of certificates. At any time when Class E is the controlling class, the majority controlling class certificateholder may elect under certain circumstances to opt-out from its rights under the pooling and servicing agreement. See “The Pooling and Servicing Agreement—The Directing Holder” in the Preliminary Prospectus. No other class of certificates will be eligible to act as the controlling class or appoint a Controlling Class Representative.
     
    It is anticipated that KKR Real Estate Credit Opportunity Partners Aggregator I L.P., or its affiliate, is expected to purchase the Class E, Class F and Class G certificates, and, on the Closing Date, is expected to appoint itself (or its affiliate) to be the initial Controlling Class Representative.
     
    The initial Directing Holder for the 1999 Avenue of the Stars whole loan is anticipated to be American General Life Insurance Company, which is anticipated to be the holder of a portion of the related subordinate companion loan.
     
Control/Consultation    
Rights   The Directing Holder will have consultation and approval rights with respect to certain major decisions (including with respect to assumptions, waivers, loan modifications and workouts) for so long as no Control Termination Event exists.
     
    A “Control Termination Event” will occur with respect to any serviced mortgage loan (or, with respect to the 1999 Avenue of the Stars mortgage loan, during the related control appraisal period) and any related serviced companion loan, when the Class E certificates have an outstanding certificate balance, as notionally reduced by any appraisal reduction amounts and collateral deficiency amounts allocated to such class, that is less than 25% of the initial certificate balance of that class of certificates.
     
    So long as a Control Termination Event does not exist, the Directing Holder will be entitled to direct the special servicer to take, or refrain from taking, certain actions that would constitute major decisions with respect to a serviced mortgage loan (or, with respect to the 1999 Avenue of the Stars mortgage loan, during the related control appraisal period) and any related serviced companion loan, and will also have the right to notice and to consent to certain material actions that would constitute major decisions that the master servicer or the special servicer plan on taking with respect to a serviced mortgage loan (or, with respect to the 1999 Avenue of the Stars mortgage loan, during the related control appraisal period) and any related serviced companion loan, subject to the servicing standard and other restrictions as described in the Preliminary Prospectus.
     
    A “Consultation Termination Event” will occur with respect to any serviced mortgage loan (or, with respect to the 1999 Avenue of the Stars mortgage loan, during the related control appraisal period) and any related serviced companion loan, when the Class E certificates have an outstanding certificate balance, without regard to the application of any appraisal reductions amounts, that is less than 25% of the initial certificate balance of that class of certificates.
     
.   Notwithstanding the foregoing, with respect to the non-serviced whole loans, so long as a Consultation Termination Event does not exist, the issuing entity will have consultation rights with respect to certain major decisions (including with respect to assumptions, waivers, loan modifications and workouts) regarding the non-serviced whole loans and the Controlling Class Representative will be entitled to exercise such consultation rights pursuant to the terms of the related intercreditor agreement, and as described under “Description of the Mortgage Pool—The Whole Loans” in the Preliminary Prospectus.
     
Risk Retention    
Consultation Party   The risk retention consultation party will be appointed by the retained interest owner. Except with respect to an excluded loan as to such party, the risk retention consultation party will be entitled to consult with the special servicer with respect to certain material servicing actions proposed by the special servicer.

 

The securities offered by these materials are being offered when, as and if issued. In particular, you are advised that the offered securities, and the asset pool backing them, are subject to modification or revision (including, among other things, the possibility that one or more classes of securities may be split, combined or eliminated) at any time prior to issuance or availability of a final prospectus. As a result, you may commit to purchase securities that have characteristics that may change, and you are advised that all or a portion of the offered securities may not be issued that have the characteristics described in these materials. Our obligation to sell securities to you is conditioned on the offered securities and the underlying transaction having the characteristics described in these materials. If we determine that the above conditions are not satisfied in any material respect, we will notify you, and neither the issuer nor any of the underwriters will have any obligation to you to deliver all or any portion of the securities which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery.

 

The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-207677) (the “Registration Statement”) for the offering to which this communication relates. Before you invest, you should read the prospectus in the Registration Statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Goldman Sachs & Co. LLC, Academy Securities, Inc., Drexel Hamilton, LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-471-2526 or if you email a request to prospectus-ny@gs.com.

 

20

 

 

STRUCTURAL OVERVIEW (continued)

 

Whole Loans   Each pari passu companion loan described below in this section “Whole Loans” is referred to in this Term Sheet as a “pari passu companion loan” and a “companion loan” and the subordinate companion loans described in this section “Whole Loans” is referred to in this Term Sheet as a “subordinate companion loan” and a “companion loan”. Each whole loan or companion loan below in this section “Whole Loans” is also refered to as a “serviced whole loan” or “serviced companion loan” at any time that the Controlling PSA is the GSMS 2017-GS6 pooling and servicing agreement (referred to as the “GSMS 2017-GS6 PSA” in this Term Sheet) and as a “non-serviced whole loan” or “non-serviced companion loan” at any time that the Controlling PSA is not the GSMS 2017-GS6 PSA. See “Companion Loan Summary” table above. Each mortgage loan and the related pari passu companion loans are pari passu in right of payment to each other to the extent described under “Description of the Mortgage Pool—The Whole Loans” in the Preliminary Prospectus.
     
    The 1999 Avenue of the Stars mortgage loan, which will be contributed to the issuing entity, has an outstanding principal balance as of the Cut-off Date of $95,500,000, represents approximately 9.96% of the Initial Pool Balance, and has (i) two related pari passu companion loans with an aggregate outstanding principal balance as of the Cut-off Date of $137,260,000, that are currently held by Goldman Sachs Mortgage Company (“GSMC”) and are expected to be contributed to one or more future securitization trusts and (iii) four subordinate companion loans with an aggregate outstanding principal balance as of the Cut-off Date of $192,240,000, are currently held by GSMC and are anticipated to be sold to an unrelated third party. The 1999 Avenue of the Stars subordinate companion loans are generally subordinate in right of payment to the 1999 Avenue of the Stars mortgage loan and the related pari passu companion loans to the extent described under “Description of the Mortgage Pool—The Whole Loans” in the Preliminary Prospectus, and the 1999 Avenue of the Stars mortgage loan and the related companion loans are collectively referred to in this Term Sheet as the “1999 Avenue of the Stars whole loan”. The 1999 Avenue of the Stars whole loan will be serviced by the GSMS 2017-GS6 master servicer and, if and to the extent necessary, the GSMS 2017-GS6 special servicer under the GSMS 2017-GS6 PSA and the related co-lender agreement.
     
    The Lafayette Centre mortgage loan, which will be contributed to the issuing entity, has an outstanding principal balance as of the Cut-off Date of $80,250,000, represents approximately 8.4% of the Initial Pool Balance, and has two related pari passu companion loans with an aggregate outstanding principal balance as of the Cut-off Date of $162,750,000. The controlling note A-1 has an outstanding principal balance as of the Cut-off Date of $82,500,000 and was contributed to the GSMS 2017-GS5 securitization trust, and the non-controlling note A-3 has an outstanding principal balance as of the Cut-off Date of $80,250,000 that is currently held by GSMC, and is expected to be contributed to one or more future securitization trusts. The Lafayette Centre mortgage loan and the related companion loans are collectively referred to in this Term Sheet as the “Lafayette Centre whole loan”. The Lafayette Centre whole loan is being serviced by the GSMS 2017-GS5 master servicer and, if and to the extent necessary, the GSMS 2017-GS5 special servicer under the GSMS 2017-GS5 pooling and servicing agreement (referred to as the “GSMS 2017-GS5 PSA” in this Term Sheet) and the related co-lender agreement.
     
    The Pentagon Center mortgage loan, which will be contributed to the issuing entity, has an outstanding principal balance as of the Cut-off Date of $80,000,000, represents approximately 8.3% of the Initial Pool Balance, and has five related pari passu companion loans with an aggregate outstanding principal balance as of the Cut-off Date of $130,000,000, including (i) one related pari passu companion loan (note A-1) with an outstanding principal balance as of the Cut-off Date of $25,000,000, that was contributed to the GSMS 2017-GS5 securitization trust, (ii) three related pari passu companion loans (note A-4, note A-5 and note A-6) with an aggregate outstanding principal balance as of the Cut-off Date of $55,000,000, which were contributed to the BANK 2017-BNK4 securitization trust and (iii) one related pari passu companion loan (note A-3) with an outstanding principal balance of $50,000,000 that was contributed to the MSBAM 2017-C33 securitization trust. The Pentagon Center mortgage loan and the related pari passu companion loans are collectively referred to in this Term Sheet as the “Pentagon Center whole loan”. The Pentagon Center whole loan will be serviced by the GSMS 2017-GS6 master servicer and, if and to the extent necessary, the GSMS 2017-GS6 special servicer under the GSMS 2017-GS6 PSA and the related co-lender agreement.
     
    The U.S. Industrial Portfolio mortgage loan, which will be contributed to the issuing entity, has an outstanding principal balance as of the Cut-off Date of $72,403,880, represents approximately 7.5% of the Initial Pool Balance, and has three related pari passu companion loans with an aggregate outstanding principal balance as of the Cut-off Date of $234,236,120. One such companion loan, with an outstanding principal balance as of the Cut-off Date of $84,723,703, was contributed to the GSMS 2016-GS3 securitization trust, one such companion loan, with an outstanding principal balance as of the Cut-off Date of $74,756,209, was contributed to the GSMS 2016-GS4 securitization trust, and one such companion loan with an outstanding principal balance as of the Cut-off Date of $74,756,209 was contributed to the GSMS 2017-GS5 securitization trust. The U.S. Industrial Portfolio mortgage loan and the related companion loans are collectively referred to in this Term Sheet as the “U.S. Industrial Portfolio whole loan”. The U.S. Industrial Portfolio whole loan is being serviced by the GSMS 2016-GS3 master servicer and, if and to the extent necessary, the GSMS 2016-GS3 special servicer under the GSMS 2016-GS3 pooling and servicing agreement (referred to as the “GSMS 2016-GS3 PSA” in this Term Sheet) and the related co-lender agreement.

 

The securities offered by these materials are being offered when, as and if issued. In particular, you are advised that the offered securities, and the asset pool backing them, are subject to modification or revision (including, among other things, the possibility that one or more classes of securities may be split, combined or eliminated) at any time prior to issuance or availability of a final prospectus. As a result, you may commit to purchase securities that have characteristics that may change, and you are advised that all or a portion of the offered securities may not be issued that have the characteristics described in these materials. Our obligation to sell securities to you is conditioned on the offered securities and the underlying transaction having the characteristics described in these materials. If we determine that the above conditions are not satisfied in any material respect, we will notify you, and neither the issuer nor any of the underwriters will have any obligation to you to deliver all or any portion of the securities which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery.

 

The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-207677) (the “Registration Statement”) for the offering to which this communication relates. Before you invest, you should read the prospectus in the Registration Statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Goldman Sachs & Co. LLC, Academy Securities, Inc., Drexel Hamilton, LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-471-2526 or if you email a request to prospectus-ny@gs.com.

 

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STRUCTURAL OVERVIEW (continued)

 

Whole Loans    
(continued)   The GSK R&D Centre mortgage loan, which will be contributed to the issuing entity, has an outstanding principal balance as of the Cut-off Date of $65,500,000, represents approximately 6.8% of the Initial Pool Balance, and has one related pari passu companion loan with an outstanding principal balance as of the Cut-off Date of $72,500,000, was contributed to the GSMS 2017-GS5 securitization trust. The GSK R&D Centre mortgage loan and the related companion loan are collectively referred to in this Term Sheet as the “GSK R&D Centre whole loan”. The GSK R&D Centre whole loan is being serviced by the GSMS 2017-GS5 master servicer and, if and to the extent necessary, the GSMS 2017-GS5 special servicer under the GSMS 2017-GS5 PSA and the related co-lender agreement.
     
    The CH2M Global Headquarters mortgage loan, which will be contributed to the issuing entity, has an outstanding principal balance as of the Cut-off Date of $60,000,000, represents approximately 6.3% of the Initial Pool Balance, and has one related pari passu companion loan with an outstanding principal balance as of the Cut-off Date of $20,000,000, that is currently held by GSMC, and is expected to be contributed to one or more future securitization trusts. The CH2M Global Headquarters mortgage loan and the related companion loan are collectively referred to in this Term Sheet as the “CH2M Global Headquarters whole loan”. The CH2M Global Headquarters whole loan is being serviced by the GSMS 2017-GS6 master servicer and, if and to the extent necessary, the GSMS 2017-GS6 special servicer under the GSMS 2017-GS6 PSA and the related co-lender agreement.
     
    The Mack-Cali Short Hills Office Portfolio mortgage loan, which will be contributed to the issuing entity, has an outstanding principal balance as of the Cut-off Date of $49,800,000, represents approximately 5.2% of the Initial Pool Balance, is evidenced by two non-controlling notes, A-3 and A-4 and has two related pari passu companion loan with an outstanding principal balance as of the Cut-off Date of $74,700,000, that were contributed to the CGCMT 2017-P7 securitization trust. The Mack-Cali Short Hills Office Portfolio mortgage loan and the related pari passu companion loans are collectively referred to in this Term Sheet as the “Mack-Cali Short Hills Office Portfolio whole loan”. The Mack-Cali Short Hills Office Portfolio whole loan is being serviced by the CGCMT 2017-P7 master servicer and, if and to the extent necessary, the CGCMT 2017-P7 special servicer under the CGCMT 2017-P7 PSA and the related co-lender agreement.
     
    The Ericsson North American HQ mortgage loan, which will be contributed to the issuing entity, has an outstanding principal balance as of the Cut-off Date of $45,600,000, represents approximately 4.8% of the Initial Pool Balance, and has one related pari passu companion loan with an outstanding principal balance as of the Cut-off Date of $58,000,000, that was contributed to the GSMS 2017-GS5 securitization trust. The Ericsson North American HQ mortgage loan and the related companion loan are collectively referred to in this Term Sheet as the “Ericsson North American HQ whole loan”. The Ericsson North American HQ whole loan will be serviced by the GSMS 2017-GS5 master servicer and, if and to the extent necessary, the GSMS 2017-GS5 special servicer under the GSMS 2017-GS5 PSA and the related co-lender agreement.
     
    The One West 34th Street mortgage loan, which will be contributed to the issuing entity, has an outstanding principal balance as of the Cut-off Date of $40,000,000, represents approximately 4.2% of the Initial Pool Balance, and has three related pari passu companion loans with an aggregate outstanding principal balance as of the Cut-off Date of $110,000,000. One such companion loan, with an outstanding principal balance as of the Cut-off Date of $60,000,000, was contributed to the BANK 2017-BNK4 securitization trust, one such companion loan, with an outstanding principal balance as of the Cut-off Date of $30,000,000, is currently held by Wells Fargo Bank, National Association, a co-originator, and is expected to be contributed to one or more future securitization trusts, and one such companion loan, with an outstanding principal balance as of the Cut-off Date of $20,000,000, is currently held by GSMC, and is expected to be contributed to one or more future securitization trusts. The One West 34th Street mortgage loan and the related companion loans are collectively referred to in this Term Sheet as the “One West 34th Street whole loan”. The One West 34th Street whole loan is being serviced by the BANK 2017-BNK4 master servicer and, if and to the extent necessary, the BANK 2017-BNK4 special servicer under the BANK 2017-BNK4 pooling and servicing agreement (referred to as the “BANK 2017-BNK4 PSA” in this Term Sheet) and the related co-lender agreement.
     
    For more information regarding the Whole Loans, see “Summary of Terms—Whole Loans” and “Description of the Mortgage Pool—The Whole Loans” in the Preliminary Prospectus.

 

The securities offered by these materials are being offered when, as and if issued. In particular, you are advised that the offered securities, and the asset pool backing them, are subject to modification or revision (including, among other things, the possibility that one or more classes of securities may be split, combined or eliminated) at any time prior to issuance or availability of a final prospectus. As a result, you may commit to purchase securities that have characteristics that may change, and you are advised that all or a portion of the offered securities may not be issued that have the characteristics described in these materials. Our obligation to sell securities to you is conditioned on the offered securities and the underlying transaction having the characteristics described in these materials. If we determine that the above conditions are not satisfied in any material respect, we will notify you, and neither the issuer nor any of the underwriters will have any obligation to you to deliver all or any portion of the securities which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery.

 

The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-207677) (the “Registration Statement”) for the offering to which this communication relates. Before you invest, you should read the prospectus in the Registration Statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Goldman Sachs & Co. LLC, Academy Securities, Inc., Drexel Hamilton, LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-471-2526 or if you email a request to prospectus-ny@gs.com.

 

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STRUCTURAL OVERVIEW (continued)

 

Servicing Standard   Each of the serviced mortgage loans and serviced whole loans will be serviced by the master servicer and the special servicer pursuant to the terms of the GSMS 2017-GS6 PSA. In all circumstances, each of the master servicer and the special servicer is obligated to act in the best interests of the certificateholders and the retained interest owner (and, in the case of a serviced whole loan, the holder(s) of the related serviced companion loan(s)) as a collective whole as if such certificateholders and the retained interest owner (and, if applicable, such companion loan holder), constituted a single lender (taking into account the pari passu or subordinate nature of any related companion loan(s)). The special servicer is required to determine the effect on net present value of various courses of action (including workout or foreclosure), using the Calculation Rate as the discount rate, and pursue the course of action that it determines would maximize recovery on a net present value basis.
       
    “Calculation Rate” means:
       
    (a)     for principal and interest payments on a mortgage loan or proceeds from the sale of a defaulted loan, the highest of (i) the rate determined by the master servicer or the applicable special servicer, as applicable, that approximates the market rate that would be obtainable by borrowers on similar debt of the borrowers as of such date of determination, (ii) the mortgage loan rate and (iii) the yield on 10-year US treasuries; and
       
    (b)     for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent appraisal (or update of such appraisal).
       
Termination of      
Special Servicer   Except as limited by certain conditions described in the Preliminary Prospectus, prior to the occurrence and continuance of a Control Termination Event, the Directing Holder may replace the special servicer, with or without cause, at any time. After the occurrence and during the continuance of a Control Termination Event, the holders of at least 25% of the voting rights of the retained interest and the certificates (other than the Class R certificates) may request a vote to replace the special servicer (other than with respect to the non-serviced whole loan). The subsequent vote may result in the termination and replacement of the special servicer if, within 180 days of the initial request for that vote, the holders of (a) at least 75% of a Quorum, or (b) more than 50% of the voting rights of each ABS Interest of Non-Reduced Interests vote affirmatively to so replace the special servicer. A “Quorum” means, in connection with any solicitation of votes in connection with the replacement of the special servicer described above or the asset representations reviewer described below, the holders of voting rights evidencing at least 75% of the aggregate voting rights (taking into account the application of realized losses and, other than with respect to the termination of the asset representations reviewer, the application of any appraisal reduction amounts to notionally reduce the certificate balance of the certificates and the retained interest balance of the retained interest).
     
    If at any time the operating advisor determines, in its sole discretion exercised in good faith, that (1) the special servicer is not performing its duties as required under the pooling and servicing agreement or is otherwise not acting in accordance with the servicing standard, and (2) the replacement of the special servicer would be in the best interest of the certificateholders and the retained interest owner as a collective whole, the operating advisor will be have the right to recommend the replacement of the special servicer. The operating advisor’s recommendation to replace the special servicer must be confirmed within 180 days of after the notice is posted to the certificate administrator’s website by an affirmative vote of holders of voting rights evidencing at least a majority of a quorum (which, for this purpose is the holders that (i) evidence at least 20% of the voting rights (taking into account the application of any appraisal reduction amounts to notionally reduce the respective certificate balances and the retained interest balance) of all certificates (other than the Class X and Class R certificates) and the retained interest on an aggregate basis, and (ii) consist of at least 3 certificateholders, certificate owners or retained interest owner that are not affiliated with each other).
     
    If the special servicer obtains knowledge that it has become a “borrower party” (as described in the Preliminary Prospectus) with respect to a mortgage loan or whole loan, the special servicer will not be permitted to act as special servicer with respect to that mortgage loan or whole loan. Subject to certain limitations described in the Preliminary Prospectus, the applicable Directing Holder (so long as it is not itself a borrower party and so long as no Control Termination Event has occurred and is continuing) will be entitled to appoint a replacement special servicer for that mortgage loan or whole loan. If the Directing Holder is precluded from appointing a replacement special servicer, a replacement special servicer will be appointed in the manner specified in the pooling and servicing agreement for this transaction.

 

The securities offered by these materials are being offered when, as and if issued. In particular, you are advised that the offered securities, and the asset pool backing them, are subject to modification or revision (including, among other things, the possibility that one or more classes of securities may be split, combined or eliminated) at any time prior to issuance or availability of a final prospectus. As a result, you may commit to purchase securities that have characteristics that may change, and you are advised that all or a portion of the offered securities may not be issued that have the characteristics described in these materials. Our obligation to sell securities to you is conditioned on the offered securities and the underlying transaction having the characteristics described in these materials. If we determine that the above conditions are not satisfied in any material respect, we will notify you, and neither the issuer nor any of the underwriters will have any obligation to you to deliver all or any portion of the securities which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery.

 

The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-207677) (the “Registration Statement”) for the offering to which this communication relates. Before you invest, you should read the prospectus in the Registration Statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Goldman Sachs & Co. LLC, Academy Securities, Inc., Drexel Hamilton, LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-471-2526 or if you email a request to prospectus-ny@gs.com.

 

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STRUCTURAL OVERVIEW (continued)

 

Servicing Compensation   Modification Fees: With respect to the serviced mortgage loans and serviced whole loan certain fees resulting from modifications, amendments, waivers or other changes to the terms of the loan documents, as more fully described in the Preliminary Prospectus, will be used to offset expenses on the related serviced mortgage loan (i.e. reimburse the trust for certain expenses including unreimbursed advances and interest on unreimbursed advances previously incurred (other than special servicing fees, workout fees and liquidation fees) on the related serviced mortgage loan but not yet reimbursed to the trust or servicers) or to pay expenses (other than special servicing fees, workout fees and liquidation fees) that are still outstanding, in each case unless as part of the written modification the related borrower is required to pay these amounts on a going forward basis or in the future. Any excess modification fees not so applied to offset expenses will be available as compensation to the master servicer and/or special servicers. Within any prior 12 month period, all excess modification fees earned by the master servicer or by a special servicer (after taking into account the offset described below applied during such 12-month period) with respect to any serviced mortgage loan will be subject to a cap equal to the greater of (i) 1% of the outstanding certificate balance of such mortgage loan after giving effect to such transaction and (ii) $25,000.
     
    All excess modification fees earned by the special servicer will be required to offset any future workout fees or liquidation fees payable with respect to the related serviced mortgage loan or related REO property; provided, that if the serviced mortgage loan ceases being a corrected loan, and is subject to a subsequent modification, any excess modification fees earned by the special servicer prior to such serviced mortgage loan ceasing to be a corrected loan will no longer be offset against future liquidation fees and workout fees unless such serviced mortgage loan ceased to be a corrected loan within 18 months of it becoming a modified mortgage loan (or modified whole loan, if applicable).
     
    Penalty Fees: All late fees and default interest will first be used to reimburse certain expenses previously incurred with respect to the related serviced mortgage loan (other than special servicing fees, workout fees and liquidation fees) but not yet reimbursed to the trust, the master servicer or the special servicer or to pay certain expenses (other than special servicing fees, workout fees and liquidation fees) that are still outstanding on the related serviced mortgage loan, and any excess received with respect to a serviced mortgage loan will be paid to the master servicer (for penalty fees accrued while a non-specially serviced loan) and the special servicer (for penalty fees accrued while a specially serviced loan). To the extent any amounts reimbursed out of penalty charges are subsequently recovered on a related serviced mortgage loan, they will be paid to the master servicer or special servicer who would have been entitled to the related penalty charges that were previously used to reimburse such expense.
     
    Liquidation / Workout Fees: Liquidation fees will be calculated at the lesser of (a) 1.0% and (b) such lower rate as would result in a liquidation fee of $1,000,000, for each serviced mortgage loan that is a specially serviced loan and any REO property and, in certain circumstances, each serviced mortgage loan that is not a specially servided mortgage loan, subject in any case to a minimum liquidation fee of $25,000. For any serviced mortgage loan that is a corrected loan, workout fees will be calculated at the lesser of (a) 1.0% and (b) such lower rate as would result in a workout fee of $1,000,000 when applied to each expected payment of principal and interest (other than default interest) on the related serviced mortgage loan from the date such serviced mortgage loan becomes a corrected loan through and including the then related maturity date; or in any case such higher rate as would result in a workout fee of $25,000 when applied to each expected payment of principal and interest (other than default interest) on the related serviced mortgage loan from the date such serviced mortgage loan becomes a corrected loan through and including the then related maturity date.
     
    Notwithstanding the foregoing, in connection with a maturity default, no liquidation or workout fee will be payable in connection with a payoff or refinancing of the related serviced mortgage loan within 90 days of the maturity default.
     
Operating Advisor   The operating advisor will have access to any final asset status report and information available with respect to the transaction on the certificate administrator’s website and will have certain monitoring responsibilities on behalf of the entire issuing entity. After the occurrence and during the continuance of an Operating Advisor Consultation Event, the operating advisor will be entitled to consult with the special servicer with respect to certain major decisions on behalf of the issuing entity and in the best interest of, and for the benefit of, the certificateholders and the retained interest owner and, in the case of a serviced whole loan, the related companion loan holder(s), as a collective whole, as if those certificateholders and the retained interest owner and, if applicable, such companion loan holder(s) constituted a single lender (taking into account the pari passu or subordinate nature of any related companion loan(s)).
     
    The operating advisor will be subject to termination without cause if the holders of at least 15% of the voting rights of Non-Reduced Interests vote to terminate and replace the operating advisor and such vote is approved by the holders of more than 50% of the voting rights of Non-Reduced Interests that exercise their right to vote, provided that the holders of at least 50% of the voting rights of Non-Reduced Interests have exercised their right to vote. The holders initiating such vote will be responsible for the fees and expenses in connection with the vote and replacement.
     
    An “Operating Advisor Consultation Event” will occur when either (i) the aggregate certificate balance of the HRR Certificates (taking into account the application of any appraisal reduction amounts to notionally reduce the certificate balance of any class of the HRR Certificates) is 25% or less of the initial aggregate Certificate Balance of the HRR Certificates or (ii) a control termination event has occurred and is continuing.

 

The securities offered by these materials are being offered when, as and if issued. In particular, you are advised that the offered securities, and the asset pool backing them, are subject to modification or revision (including, among other things, the possibility that one or more classes of securities may be split, combined or eliminated) at any time prior to issuance or availability of a final prospectus. As a result, you may commit to purchase securities that have characteristics that may change, and you are advised that all or a portion of the offered securities may not be issued that have the characteristics described in these materials. Our obligation to sell securities to you is conditioned on the offered securities and the underlying transaction having the characteristics described in these materials. If we determine that the above conditions are not satisfied in any material respect, we will notify you, and neither the issuer nor any of the underwriters will have any obligation to you to deliver all or any portion of the securities which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery.

 

The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-207677) (the “Registration Statement”) for the offering to which this communication relates. Before you invest, you should read the prospectus in the Registration Statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Goldman Sachs & Co. LLC, Academy Securities, Inc., Drexel Hamilton, LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-471-2526 or if you email a request to prospectus-ny@gs.com.

 

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STRUCTURAL OVERVIEW (continued)

 

Asset Representations    
Reviewer   The asset representations reviewer will be required to review certain delinquent mortgage loans after a specified delinquency threshold has been exceeded and the required percentage of certificateholders vote to direct a review of such delinquent mortgage loans. The specified delinquency threshold will occur when either (1) mortgage loans with an aggregate outstanding principal balance of 25% or more of the aggregate outstanding principal balance of all of the mortgage loans (including any REO loans (or a portion of any REO loan in the case of a whole loan)) held by the issuing entity as of the end of the applicable collection period are delinquent loans or (2) at least 15 mortgage loans are delinquent loans as of the end of the applicable collection period and the outstanding certificate balance of such delinquent loans in the aggregate constitutes at least 20% of the aggregate outstanding principal balance of all of the mortgage loans (including any REO loans (or a portion of any REO loan in the case of a whole loan)) held by the issuing entity as of the end of the applicable collection period. The asset representations reviewer may be terminated and replaced without cause. Upon (i) the written direction of holders evidencing not less than 25% of the voting rights (taking into account realized losses, but without regard to the application of any appraisal reduction amounts to notionally reduce the certificate balance of the certificates or the retained interest balance of the retained interest) requesting a vote to terminate and replace the asset representations reviewer with a proposed successor asset representations reviewer that is an eligible asset representations reviewer, and (ii) payment by such holders to the certificate administrator of the reasonable fees and expenses to be incurred by the certificate administrator in connection with administering such vote, the certificate administrator will promptly provide notice to all certificateholders, the retained interest owner and the asset representations reviewer of such request by posting such notice on its internet website, and by mailing such notice to all certificateholders, the retained interest owner and the asset representations reviewer. Upon the written direction of holders of voting rights evidencing more than 75% of a Quorum, the Trustee will terminate all of the rights and obligations of the asset representations reviewer under the pooling and servicing agreement by written notice to the asset representations reviewer, and the proposed successor asset representations reviewer will be appointed. See “Pooling and Servicing Agreement—The Asset Representations Reviewer” in the Preliminary Prospectus.
     
Dispute Resolution    
Provisions   The mortgage loan seller will be subject to the dispute resolution provisions set forth in the pooling and servicing agreement to the extent those provisions are triggered with respect to any mortgage loan and the mortgage loan seller will be obligated under the mortgage loan purchase agreement to comply with all applicable provisions and to take part in any mediation or arbitration proceedings that may result. Generally, in the event that a repurchase request as described in the Preliminary Prospectus is not “Resolved” within 180 days after the related mortgage loan seller receives such repurchase request, then the enforcing servicer will be required to send a notice to the initial requesting holder (if any) indicating the enforcing servicer’s intended course of action with respect to the repurchase request. If (a) the enforcing servicer’s intended course of action with respect to the repurchase request does not involve pursuing further action to exercise rights against the mortgage loan seller with respect to the repurchase request and the initial requesting holder, if any, or any other certificateholder, certificate owner or retained interest owner wishes to exercise its right to refer the matter to mediation (including nonbinding arbitration) or arbitration, or (b) the enforcing servicer’s intended course of action is to pursue further action to exercise rights against the related mortgage loan seller with respect to the repurchase request but the initial requesting holder, if any, or any other certificateholder, certificate owner or retained interest owner does not agree with the dispute resolution method selected by the enforcing servicer, then the initial requesting holder, if any, or such other certificateholder, certificate owner or retained interest owner may deliver a written notice to the enforcing servicer indicating its intent to exercise its right to refer the matter to either mediation or arbitration. “Resolved” means, with respect to a repurchase request, (i) that the related material defect has been cured, (ii) the related mortgage loan has been repurchased in accordance with the related mortgage loan purchase agreement, (iii) a mortgage loan has been substituted for the related mortgage loan in accordance with the related mortgage loan purchase agreement, (iv) the mortgage loan seller made the loss of value payment, (v) a contractually binding agreement is entered into between the enforcing servicer, on behalf of the issuing entity, and the mortgage loan seller that settles the related mortgage loan seller’s obligations under the mortgage loan purchase agreement, or (vi) the related mortgage loan is no longer property of the issuing entity as a result of a sale or other disposition in accordance with the pooling and servicing agreement. See “Pooling and Servicing Agreement—Dispute Resolution Provisions” in the Preliminary Prospectus.
     
Deal Website   The certificate administrator will maintain a deal website including, but not limited to:
    —all special notices delivered.
    —summaries of final asset status reports.
    —all appraisals in connection with an appraisal reduction plus any subsequent appraisal updates.
    —an “Investor Q&A Forum” and a voluntary investor registry.

 

The securities offered by these materials are being offered when, as and if issued. In particular, you are advised that the offered securities, and the asset pool backing them, are subject to modification or revision (including, among other things, the possibility that one or more classes of securities may be split, combined or eliminated) at any time prior to issuance or availability of a final prospectus. As a result, you may commit to purchase securities that have characteristics that may change, and you are advised that all or a portion of the offered securities may not be issued that have the characteristics described in these materials. Our obligation to sell securities to you is conditioned on the offered securities and the underlying transaction having the characteristics described in these materials. If we determine that the above conditions are not satisfied in any material respect, we will notify you, and neither the issuer nor any of the underwriters will have any obligation to you to deliver all or any portion of the securities which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery.

 

The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-207677) (the “Registration Statement”) for the offering to which this communication relates. Before you invest, you should read the prospectus in the Registration Statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Goldman Sachs & Co. LLC, Academy Securities, Inc., Drexel Hamilton, LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-471-2526 or if you email a request to prospectus-ny@gs.com.

 

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CERTAIN DEFINITIONS

 

ABS Interest”: means, any class of certificates (excluding Class R) or the retained interest, as applicable.

ADR”: Means, for any hospitality property, average daily rate.

Appraised Value”: With respect to each mortgaged property, the most current appraised value of such property as determined by an appraisal of the mortgaged property and in accordance with MAI standards made not more than 10 months prior to the origination date of the related mortgage loan. The appraisals for certain of the mortgaged properties state an “as complete,” “as stabilized,” “as repaired,” “hypothetical,” “prospective as-is”, “value upon completion”, “as renovated” or similar value as well as an “as-is” value for such mortgaged properties assuming that certain events will occur with respect to the re-tenanting, renovation or other repositioning of the mortgaged property. With respect to the U.S. Industrial Portfolio mortgage loan, the Appraised Value represents the aggregate “as-is” appraised value of $422,640,000 plus a 8.0% portfolio premium. For purposes of calculating the Maturity Date LTV Ratio for certain mortgage loans, the “prospective as stabilized” value of the related mortgaged property is the applicable Appraised Value in this Term Sheet. See “Description of the Mortgage Pool—Certain Calculations and Definitions” in the Preliminary Prospectus for a description of Maturity Date LTV Ratio.

Borrower Sponsor”: The indirect owner, or one of the indirect owners, of the related borrower (in whole or in part) that may or may not have control of the related borrower. The Borrower Sponsor may be, but is not necessarily, the entity that acts as the guarantor of the non-recourse carveouts.

CBD”: Central business district.

FF&E”: Furniture, fixtures and equipment.

GLA”: Gross leasable area.

Hard Lockbox”: An account controlled by the lender into which the borrower is required to direct the tenants to pay rents directly. Hospitality properties, multifamily properties and manufactured housing community properties are considered to have a hard lockbox if credit card receivables are required to be deposited directly into the lockbox account even though cash, checks or “over the counter” receipts are deposited by the manager of the related mortgaged property into the lockbox account controlled by the lender.

MSA”: Metropolitan statistical area.

Non-owned Anchor(s)”: Tenants that occupy space equal to or greater than 30,000 SF at the related mortgaged property, which occupied space is not owned by the related borrower and is not part of the collateral for the related mortgage loan.

Non-owned Junior Anchor(s)”: Tenants that occupy space equal to or greater than 10,000 SF at the related mortgaged property and less than 30,000 SF at the related mortgaged property, which occupied space is not owned by the related borrower and is not part of the collateral for the related mortgage loan.

Non-owned Outparcel(s)”: Freestanding tenants that occupy space at the property that is separated from the rest of the tenants at the applicable mortgaged property which space occupied by those freestanding tenants is not owned by the related borrower and is not part of the collateral for the related mortgage loan.

Non-Reduced Interests”: Each class of certificates (other than Class R or Class X certificates) and the retained interest that has an outstanding certificate balance or retained interest balance, as applicable, as may be notionally reduced by any appraisal reduction amounts and collateral deficiency amounts allocated to that class of certificates or retained interest, as applicable, equal to or greater than 25% of an amount equal to the initial certificate balance of that class of certificates or the initial retained interest balance of the retained interest, as applicable, minus all principal payments made on such class of certificates or the retained interest, as applicable.

Occupancy Cost”: With respect to any mortgaged property, total rental revenues divided by total sales.

Owned Anchor(s)”: Tenants that lease space equal to or greater than 30,000 SF at the related mortgaged property, which leased space is owned by the related borrower and is part of the collateral for the related mortgage loan.

Owned GLA”: With respect to any particular mortgaged property, the GLA of the space that is owned by the related borrower and is part of the collateral.

Owned Junior Anchor(s)”: Tenants that lease space equal to or greater than 10,000 SF and less than 30,000 SF at the related mortgaged property, which leased space is owned by the related borrower and is part of the collateral for the related mortgage loan.

Owned Occupancy”: With respect to any particular mortgaged property, as of a certain date (or, in the case of a hospitality property, for a trailing 12-month period ending on a certain date), the percentage of net rentable square footage, available rooms, units or pads that are leased or rented (as applicable), solely with respect to the aggregate leased space, available rooms, units or pads in the property that is owned by the related borrower. In some cases Owned Occupancy was based on assumptions regarding occupancy, such as the assumption that a certain tenant at the mortgaged property that has executed a lease, but has not yet taken occupancy and/or has not yet commenced paying rent, will take occupancy on a future date generally expected to occur within 12 months after the Cut-off Date; assumptions regarding the execution of leases that are currently under negotiation and are expected to be executed; assumptions regarding the renewal of particular leases, the taking of additional space by tenants that have agreed to do so as described under “Description of the Mortgage Pool—Tenant Issues” in the Preliminary Prospectus to the extent material and/or assumptions regarding the re-leasing of certain space at the related mortgaged property; or, in some cases, the exclusion of dark tenants, tenants with material aged receivables, tenants that may have already given notice to vacate their space, bankrupt tenants that have not yet affirmed their lease and certain additional leasing assumptions.

Owned Outparcel(s)”: Freestanding tenants that occupy space at the property that is separated from the rest of the tenants at the applicable mortgaged property which space occupied by those freestanding tenants is owned by the related borrower and is part of the collateral for the related mortgage loan.

Owned Tenant(s)”: Tenants whose leased space at the related mortgaged property is owned by the related borrower and is part of the collateral for the related mortgage loan.

 

The securities offered by these materials are being offered when, as and if issued. In particular, you are advised that the offered securities, and the asset pool backing them, are subject to modification or revision (including, among other things, the possibility that one or more classes of securities may be split, combined or eliminated) at any time prior to issuance or availability of a final prospectus. As a result, you may commit to purchase securities that have characteristics that may change, and you are advised that all or a portion of the offered securities may not be issued that have the characteristics described in these materials. Our obligation to sell securities to you is conditioned on the offered securities and the underlying transaction having the characteristics described in these materials. If we determine that the above conditions are not satisfied in any material respect, we will notify you, and neither the issuer nor any of the underwriters will have any obligation to you to deliver all or any portion of the securities which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery.

 

The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-207677) (the “Registration Statement”) for the offering to which this communication relates. Before you invest, you should read the prospectus in the Registration Statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Goldman Sachs & Co. LLC, Academy Securities, Inc., Drexel Hamilton, LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-471-2526 or if you email a request to prospectus-ny@gs.com.

 

26

 

 

CERTAIN DEFINITIONS (continued)

 

Rating Agency Confirmation”: With respect to any matter, confirmation in writing (which may be in electronic form) by the rating agencies engaged by the depositor that a proposed action, failure to act or other event so specified will not, in and of itself, result in the downgrade, qualification or withdrawal of the then current rating assigned by that rating agency to any class of certificates (or, with respect to a matter that affects a serviced whole loan, any companion loan securities). However, such confirmation will be deemed received or not required in certain circumstances as further described in the Preliminary Prospectus. See “The Pooling and Servicing Agreement—Rating Agency Confirmations” in the Preliminary Prospectus.

RevPAR”: With respect to any hospitality property, revenues per available room.

SF”: Square feet.

Soft Lockbox”: An account into which the related borrower is required to deposit or cause the property manager to deposit all rents collected. Hospitality properties, multifamily properties and manufactured housing community properties are considered to have a soft lockbox if credit card receivables, cash, checks or “over the counter” receipts are deposited into the lockbox account by the borrower or property manager.

Soft Springing Lockbox”: An account into which the related borrower is required to deposit, or cause the property manager to deposit, all rents collected until the occurrence of an event of default or one or more specified trigger events under the loan documents, at which time the lockbox account converts to a Hard Lockbox.

Springing Lockbox”: An account that is not currently in place, but the related loan documents require the imposition of a lockbox account upon the occurrence of an event of default or one or more specified trigger events under the loan documents.

Total Occupancy”: With respect to any particular mortgaged property, as of a certain date (or, in the case of a hospitality property, for a trailing 12-month period ending on a certain date), the percentage of net rentable square footage, available rooms, units or pads that are leased or rented (as applicable), for the aggregate leased space, available rooms, units or pads at the property, including any space that is owned by the related borrower and is part of the collateral in addition to any space that is owned by the applicable tenant and not part of the collateral for the related mortgage loan. In some cases Total Occupancy was based on assumptions regarding occupancy, such as the assumption that a certain tenant at the mortgaged property that has executed a lease, but has not yet taken occupancy and / or has not yet commenced paying rent, will take occupancy on a future date generally expected to occur within 12 months after the Cut-off Date, assumptions regarding the execution of leases that are currently under negotiation and are expected to be executed, assumptions regarding the renewal of particular leases, the taking of additional space by tenants that have agreed to do so as described under “Description of the Mortgage Pool—Tenant Issues” in the Preliminary Prospectus to the extent material and / or the assumptions regarding re-leasing of certain space at the related mortgaged property; or, in some cases, the exclusion of dark tenants, tenants with material aged receivables, tenants that may have already given notice to vacate their space, bankrupt tenants that have not yet affirmed their lease and certain additional leasing assumptions.

TRIPRA”: The Terrorism Risk Insurance Program Reauthorization Act of 2015.

TTM”: Trailing twelve months.

Underwritten Expenses”: With respect to any mortgage loan or mortgaged property, an estimate of operating expenses, as determined by the related originator and generally derived from historical expenses at the mortgaged property(-ies), the borrower’s budget or appraiser’s estimate, in some cases adjusted for significant occupancy increases and a market-rate management fee. We cannot assure you that the assumptions made with respect to any mortgaged property will, in fact, be consistent with that mortgaged property’s actual performance.

Underwritten Net Cash Flow (NCF)”: With respect to any mortgage loan or mortgaged property, cash flow available for debt service, generally equal to the Underwritten NOI decreased by an amount that the related originator has determined for tenant improvements and leasing commissions and / or replacement reserves for capital items. Underwritten NCF does not reflect debt service or non-cash items such as depreciation or amortization.

Underwritten Net Operating Income (NOI)”: With respect to any mortgage loan or mortgaged property, Underwritten Revenues less Underwritten Expenses, as both are determined by the related originator, based in part upon borrower supplied information (including but not limited to a rent roll, leases, operating statements and budget) for a recent period which is generally the 12 months prior to the origination date or acquisition date of the mortgage loan adjusted for specific property, tenant and market considerations. Historical operating statements may not be available for newly constructed mortgaged properties, mortgaged properties with triple net leases, mortgaged properties that have recently undergone substantial renovations and/or newly acquired mortgaged properties.

Underwritten Revenues”: With respect to any mortgage loan or mortgaged property, an estimate of operating revenues, as determined by the related originator and generally derived from the rental revenue based on leases in place, leases that have been executed but the tenant is not yet paying rent, in certain cases leases that are being negotiated and are expected to be signed, in certain cases leases that provide for a tenant to take additional space as described under “Description of the Mortgage Pool—Tenant Issues” in the Preliminary Prospectus to the extent material, and in certain cases contractual rent increases generally within 13 months past the Cut-off Date, in certain cases certain appraiser estimates of rental income, and in some cases adjusted downward to market rates, with vacancy rates equal to the mortgaged property’s historical rate, current rate, market rate or an assumed vacancy as determined by the related originator; plus any additional recurring revenue fees. Additionally, in determining rental revenue for multifamily rental, manufactured housing community and self storage properties, the related originator generally either reviewed rental revenue shown on the certified rolling 12-month operating statements or annualized the rental revenue and reimbursement of expenses shown on rent rolls or recent partial year operating statements with respect to the prior one- to 12-month period or in some cases may have relied on information provided in the appraisal for market rental rates and vacancy. In certain cases, with respect to mortgaged properties with leases with rent increases during the term of the related mortgage loan, Underwritten Revenues were based on the weighted average rent over the term of the mortgage loan. In certain cases, the related originator included revenue otherwise payable by a tenant but for the existence of an initial “free rent” period or a permitted rent abatement while the leased space is built out. We cannot assure you that the assumptions made with respect to any mortgaged property will, in fact, be consistent with that mortgaged property’s actual performance.

 

The securities offered by these materials are being offered when, as and if issued. In particular, you are advised that the offered securities, and the asset pool backing them, are subject to modification or revision (including, among other things, the possibility that one or more classes of securities may be split, combined or eliminated) at any time prior to issuance or availability of a final prospectus. As a result, you may commit to purchase securities that have characteristics that may change, and you are advised that all or a portion of the offered securities may not be issued that have the characteristics described in these materials. Our obligation to sell securities to you is conditioned on the offered securities and the underlying transaction having the characteristics described in these materials. If we determine that the above conditions are not satisfied in any material respect, we will notify you, and neither the issuer nor any of the underwriters will have any obligation to you to deliver all or any portion of the securities which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery.

 

The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-207677) (the “Registration Statement”) for the offering to which this communication relates. Before you invest, you should read the prospectus in the Registration Statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Goldman Sachs & Co. LLC, Academy Securities, Inc., Drexel Hamilton, LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-471-2526 or if you email a request to prospectus-ny@gs.com.

 

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1999 AVENUE OF THE STARS

 

 (GRAPHIC)

  

The securities offered by these materials are being offered when, as and if issued. In particular, you are advised that the offered securities, and the asset pool backing them, are subject to modification or revision (including, among other things, the possibility that one or more classes of securities may be split, combined or eliminated) at any time prior to issuance or availability of a final prospectus. As a result, you may commit to purchase securities that have characteristics that may change, and you are advised that all or a portion of the offered securities may not be issued that have the characteristics described in these materials. Our obligation to sell securities to you is conditioned on the offered securities and the underlying transaction having the characteristics described in these materials. If we determine that the above conditions are not satisfied in any material respect, we will notify you, and neither the issuer nor any of the underwriters will have any obligation to you to deliver all or any portion of the securities which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery.

 

The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-207677) (the “Registration Statement”) for the offering to which this communication relates. Before you invest, you should read the prospectus in the Registration Statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Goldman Sachs & Co. LLC, Academy Securities, Inc., Drexel Hamilton, LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-471-2526 or if you email a request to prospectus-ny@gs.com.

 

28

 

 

1999 AVENUE OF THE STARS

 

 (GRAPHIC)

  

The securities offered by these materials are being offered when, as and if issued. In particular, you are advised that the offered securities, and the asset pool backing them, are subject to modification or revision (including, among other things, the possibility that one or more classes of securities may be split, combined or eliminated) at any time prior to issuance or availability of a final prospectus. As a result, you may commit to purchase securities that have characteristics that may change, and you are advised that all or a portion of the offered securities may not be issued that have the characteristics described in these materials. Our obligation to sell securities to you is conditioned on the offered securities and the underlying transaction having the characteristics described in these materials. If we determine that the above conditions are not satisfied in any material respect, we will notify you, and neither the issuer nor any of the underwriters will have any obligation to you to deliver all or any portion of the securities which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery.

 

The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-207677) (the “Registration Statement”) for the offering to which this communication relates. Before you invest, you should read the prospectus in the Registration Statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Goldman Sachs & Co. LLC, Academy Securities, Inc., Drexel Hamilton, LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-471-2526 or if you email a request to prospectus-ny@gs.com.

 

29

 

 

1999 AVENUE OF THE STARS

 

 (MAP)

 

The securities offered by these materials are being offered when, as and if issued. In particular, you are advised that the offered securities, and the asset pool backing them, are subject to modification or revision (including, among other things, the possibility that one or more classes of securities may be split, combined or eliminated) at any time prior to issuance or availability of a final prospectus. As a result, you may commit to purchase securities that have characteristics that may change, and you are advised that all or a portion of the offered securities may not be issued that have the characteristics described in these materials. Our obligation to sell securities to you is conditioned on the offered securities and the underlying transaction having the characteristics described in these materials. If we determine that the above conditions are not satisfied in any material respect, we will notify you, and neither the issuer nor any of the underwriters will have any obligation to you to deliver all or any portion of the securities which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery.

 

The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-207677) (the “Registration Statement”) for the offering to which this communication relates. Before you invest, you should read the prospectus in the Registration Statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Goldman Sachs & Co. LLC, Academy Securities, Inc., Drexel Hamilton, LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-471-2526 or if you email a request to prospectus-ny@gs.com.

 

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1999 AVENUE OF THE STARS

 

Mortgaged Property Information   Mortgage Loan Information
Number of Mortgaged Properties 1   Loan Seller   GSMC
Location (City/State) Los Angeles, California   Cut-off Date Principal Balance(4)   $95,500,000
Property Type Office   Cut-off Date Principal Balance per SF(2)   $283.38
Size (SF) 821,357   Percentage of Initial Pool Balance   9.96%
Total Occupancy as of 3/31/2017(1) 83.4%   Number of Related Mortgage Loans   None
Owned Occupancy as of 3/31/2017(1) 83.4%   Type of Security   Fee Simple
Year Built / Latest Renovation 1990 / 2014   Mortgage Rate   4.136512631036260%
Appraised Value $860,000,000   Original Term to Maturity (Months)   120
      Original Amortization Term (Months)   NAP
      Original Interest Only Period (Months)   120
           
Underwritten Revenues $53,318,136        
Underwritten Expenses $14,921,987   Escrows
Underwritten Net Operating Income (NOI) $38,396,149     Upfront Monthly
Underwritten Net Cash Flow (NCF) $37,468,135   Taxes $0 $0
Cut-off Date LTV Ratio(2) 27.1%   Insurance $0 $0
Maturity Date LTV Ratio(2)(3) 24.0%   Replacement Reserves $0 $0
DSCR Based on Underwritten NOI / NCF(2) 3.93x / 3.84x   TI/LC $0 $0
Debt Yield Based on Underwritten NOI / NCF(2) 16.5% / 16.1%   Other(5) $18,780,974 $0

 

Sources and Uses(6)

   
Sources                   $                     %   Uses                      $                     %
Senior Loan Amount $232,760,000 46.6 %   Partial Paydown and Purchase of Mezzanine Interests $294,351,429 58.9 %
Subordinate Companion Loan Amount 192,240,000 38.4     Loan Payoff 182,113,232 36.4  
Mezzanine Loan Amount 75,000,000 15.0     Reserves 18,780,974 3.8  
          Closing Costs 4,754,365 1.0  
                 
Total Sources $500,000,000 100.0 %   Total Uses $500,000,000 100.0 %

  

 

(1)Total Occupancy and Owned Occupancy include 3,267 SF of space for which Atar Capital, LLC has executed a lease but has not yet taken occupancy or begun paying rent. Atar Capital, LLC is expected to take occupancy and begin paying rent in June 2017. We cannot assure that this tenant will take occupancy or begin paying rent as expected or at all. Total Occupancy and Owned Occupancy excluding this tenant are both 83.0%. Total Occupancy and Owned Occupancy also include 22,048 SF of space for American General Life Insurance Company (“AGL”), which is dark but paying as of April 2017. The lease for the AGL space is scheduled to expire in December 2018. We cannot assure you that this dark tenant will continue paying rent as expected or at all.

(2)Calculated based on the aggregate outstanding balance of the 1999 Avenue of the Stars Senior Loans. See “—The Mortgage Loan” below.

(3)The Maturity Date LTV Ratio is calculated using the “as stabilized” appraised value of $970,000,000. The Maturity Date LTV Ratio calculated based on the “as-is” appraised value of $860,000,000 is 27.1%. See “—Appraisal” below.

(4)The Cut-off Date Principal Balance represents the non-controlling note A-1 of the $425,000,000 1999 Avenue of the Stars Whole Loan. See “—The Mortgage Loan” below.

(5)Upfront other reserve represents reserve for unfunded obligations: approximately $10.5 million for leasing capital and approximately $8.3 million for free rent. See “—Escrows” below.

(6)This transaction is part of a broader recapitalization which included the repayment and purchase of a portion of certain subordinated mezzanine debt obligations and related accrued interest, participation interest, shortfall notes and other interest. The borrower’s indirect owners contributed an additional approximately $109.8 million of new cash equity to the broader recapitalization that is not reflected as part of this transaction. As of the origination of the 1999 Avenue of the Stars Whole Loan, approximately $71.1 million of outstanding mezzanine debt that is subordinate to both the 1999 Avenue of the Stars Whole Loan and the 1999 Avenue of the Stars Mezzanine Loan, was not repaid and remains outstanding subject to a standstill agreement prohibiting the exercise of remedies until the 1999 Avenue of the Stars Whole Loan and the 1999 Avenue of the Stars Mezzanine Loan have been repaid in full. See “—The Mortgage Loan” and “—Mezzanine or Secured Subordinate Indebtedness” below.

  

The Mortgage Loan. The mortgage loan (the “1999 Avenue of the Stars Loan”) is part of a whole loan (the “1999 Avenue of the Stars Whole Loan”) comprised of three senior pari passu notes (note A-1, note A-2 and note A-3) with an outstanding aggregate principal balance of $232,760,000 (the “1999 Avenue of the Stars Senior Loans”) and four subordinate pari passu notes (note B-1, note B-2, note B-3 and note B-4) with an outstanding aggregate principal balance of $192,240,000 (collectively, the “1999 Avenue of the Stars Subordinate Loan”). The 1999 Avenue of the Stars Whole Loan has an aggregate outstanding principal balance of $425,000,000 and is secured by a first mortgage encumbering the borrower’s fee simple interest in an office property located in Los Angeles, California (the “1999 Avenue of the Stars Property”). The 1999 Avenue of the Stars Loan (evidenced by note A-1) has an outstanding principal balance as of the Cut-off Date of $95,500,000 and represents approximately 9.96% of the Initial Pool Balance.

 

The 1999 Avenue of the Stars Whole Loan was originated by Goldman Sachs Mortgage Company on April 10, 2017. The 1999 Avenue of the Stars Loan has an interest rate of 4.136512631036260%, and the 1999 Avenue of the Stars Whole Loan has an initial weighted average interest rate of 4.111176470588240% per annum. The borrower utilized the proceeds of the 1999 Avenue of the Stars Whole Loan to refinance existing debt, fund reserves, pay origination costs and repay and purchase mezzanine debt obligations.

 

All calculations relating to the 1999 Avenue of the Stars Loan are calculated based on the aggregate outstanding principal balance as of the Cut-off Date of the 1999 Avenue of the Stars Senior Loans unless otherwise specified.

 

The securities offered by these materials are being offered when, as and if issued. In particular, you are advised that the offered securities, and the asset pool backing them, are subject to modification or revision (including, among other things, the possibility that one or more classes of securities may be split, combined or eliminated) at any time prior to issuance or availability of a final prospectus. As a result, you may commit to purchase securities that have characteristics that may change, and you are advised that all or a portion of the offered securities may not be issued that have the characteristics described in these materials. Our obligation to sell securities to you is conditioned on the offered securities and the underlying transaction having the characteristics described in these materials. If we determine that the above conditions are not satisfied in any material respect, we will notify you, and neither the issuer nor any of the underwriters will have any obligation to you to deliver all or any portion of the securities which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery.

 

The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-207677) (the “Registration Statement”) for the offering to which this communication relates. Before you invest, you should read the prospectus in the Registration Statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Goldman Sachs & Co. LLC, Academy Securities, Inc., Drexel Hamilton, LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-471-2526 or if you email a request to prospectus-ny@gs.com.

 

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The 1999 Avenue of the Stars Loan had an initial term of 120 months and has a remaining term of 120 months as of the Cut-off Date. The 1999 Avenue of the Stars Loan requires interest only payments on each due date through the scheduled maturity date in May 2027. Voluntary prepayment of the 1999 Avenue of the Stars Loan is not permitted prior to the due date in February 2027. Provided no event of default under the related loan documents has occurred and is continuing, at any time prior to the maturity date and after the earlier to occur of (i) the second anniversary of the closing date of the securitization into which the last piece of the 1999 Avenue of the Stars Whole Loan is deposited and (ii) the third anniversary of the origination of the 1999 Avenue of the Stars Whole Loan, the 1999 Avenue of the Stars Whole Loan may be defeased with certain direct, non-callable obligations of the United States of America or other obligations which are “government securities” permitted under the related loan documents.

 

See the 1999 Avenue of the Stars total debt capital structure table below. Note A-1 is included in the Issuing Entity. Note A-2 and note A-3 are currently held by GSMC and are expected to be contributed to one or more future securitization transactions. The 1999 Avenue of the Stars Subordinate Loan is held by an unrelated third party, and the holder of the 1999 Avenue of the Stars Subordinate Loan will be the initial controlling noteholder. The 1999 Avenue of the Stars Whole Loan will be serviced under the GSMS 2017-GS6 pooling and servicing agreement. The relationship among the holders of the 1999 Avenue of the Stars Loan and the related companion loans is governed by a co-lender agreement as described under “Description of the Mortgage Pool–The Whole Loans–1999 Avenue of the Stars Whole Loan” in the Preliminary Prospectus.

 

The 1999 Avenue of the Stars Loan has received a credit assessment of a3 by Moody’s, BBB- by Fitch and BBB by KBRA.

 

1999 Avenue of the Stars Total Debt Capital Structure

 

         

Interest Rate

 

Cumulative
Cut-off Date Balance

 

Cumulative Amount Per SF

 

Cumulative Cut-off Date LTV Ratio(1)

 

Cumulative Underwritten NOI / NCF Debt Yield

 

Cumulative Underwritten NOI / NCF DSCR

1999 Avenue of the Stars Whole Loan

 

Senior Loans

 

1999 Avenue of the Stars Loan

 

$95,500,000 

Note A-1

 

 

1999 Avenue of the Stars 

Pari Passu Companion Loans 

$137,260,000 

Note A-2 and Note A-3

 

Held by GSMC

 

  4.1365%(2)   $232,760,000   $283.38   27.1%   16.5% / 16.1%   3.93x / 3.84x

Subordinate Loan

 

 

1999 Avenue of the Stars Subordinate Loan

 

$192,240,000 

Note B-1, Note B-2, Note B-3 and Note B-4

 

Held by an unrelated third party

 

  4.0805%   $425,000,000   $517.44   49.4%   9.0% / 8.8%   2.17x / 2.12x
   

 

1999 Avenue of the Stars Mezzanine Loan 

$75,000,000

 

Held by an unrelated third party

 

  5.0000%   $500,000,000   $608.75   58.1%   7.7% / 7.5%   1.78x / 1.74x

 

 
(1)Cumulative Cut-off Date LTV Ratio is calculated by dividing the respective Cumulative Cut-off Date Balance by the “as-is” appraised value of the 1999 Avenue of the Stars Property.

(2)The interest rate to full precision is 4.136512631036260%.

 

The securities offered by these materials are being offered when, as and if issued. In particular, you are advised that the offered securities, and the asset pool backing them, are subject to modification or revision (including, among other things, the possibility that one or more classes of securities may be split, combined or eliminated) at any time prior to issuance or availability of a final prospectus. As a result, you may commit to purchase securities that have characteristics that may change, and you are advised that all or a portion of the offered securities may not be issued that have the characteristics described in these materials. Our obligation to sell securities to you is conditioned on the offered securities and the underlying transaction having the characteristics described in these materials. If we determine that the above conditions are not satisfied in any material respect, we will notify you, and neither the issuer nor any of the underwriters will have any obligation to you to deliver all or any portion of the securities which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery.

 

The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-207677) (the “Registration Statement”) for the offering to which this communication relates. Before you invest, you should read the prospectus in the Registration Statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Goldman Sachs & Co. LLC, Academy Securities, Inc., Drexel Hamilton, LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-471-2526 or if you email a request to prospectus-ny@gs.com.

 

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The Mortgaged Property. The 1999 Avenue of the Stars Property is a 38-story (821,357 SF) LEED Platinum certified and Energy Star labeled office building located in the Century City submarket of Los Angeles, California, at the intersection of Constellation Boulevard and Avenue of the Stars. The 1999 Avenue of the Stars Property offers views of the Pacific Ocean, Hollywood Hills and the Los Angeles skyline.

 

The 1999 Avenue of the Stars Property has flexible floor plates. No single tenant occupies more than 7.9% of total SF or contributes more than 8.8% of underwritten base rent. The top five tenants (by underwritten base rent) account for 28.3% of SF, 32.8% of underwritten base rent and 59.2% of underwritten base rent is generated from tenants with investment grade ratings or that are ranked as Am Law 100 (ranked by gross revenue) law firms. As of March 31, 2017, Total Occupancy and Owned Occupancy at the 1999 Avenue of the Stars Property were both 83.4%.

 

Affiliates of JMB Realty Corporation (“JMB”), the borrower sponsor and nonrecourse carveout guarantor, have owned the building since developing the 1999 Avenue of the Stars Property in 1990. Since the beginning of 2016, JMB has executed new and renewal leases totaling approximately 280,000 SF, including approximately 149,000 SF of new leasing. JMB has also invested approximately $7.2 million in capital improvements at the 1999 Avenue of the Stars Property since 2010, including approximately $3.5 million for lobby renovation in 2013 and 2014.

 

The following table presents certain information relating to the major tenants at the 1999 Avenue of the Stars Property:

 

Ten Largest Tenants Based on Underwritten Base Rent

 

Tenant Name 

 

Credit Rating (Fitch/MIS/S&P)(1)

 

Tenant
GLA 

 

% of GLA

 

UW Base
Rent

 

% of Total UW
Base Rent

 

UW Base
Rent
$per SF

 

Lease
Expiration

 

Renewal /
Extension
Options

O’Melveny & Myers(2)   NR / NR / NR   65,270   7.9 %   $3,836,142   8.8 %   $58.77   Various   2, 5-year options
Morgan Stanley & Co.(3)   A / A3 / BBB+   44,947   5.5     3,055,493   7.0     67.98   11/30/2026   1, 5-year option
Akin Gump Strauss Hauer & Feld LLP(4)   NR / NR / NR   48,574   5.9     2,645,930   6.1     54.47   8/31/2027   1, 5-year option
Hogan Lovells US LLP(5)   NR / NR / NR   43,961   5.4     2,627,891   6.0     59.78   1/31/2028   NA
Bain & Company, Inc.   NR / NR / NR   29,621   3.6     2,141,776   4.9     72.31   4/30/2028   2, 5-year options
Wells Fargo Advisors   AA- / A2 / A   31,147   3.8     2,109,341   4.8     67.72   5/31/2022   1, 5-year option
AECOM Technology Corporation(6)   NR / Ba3 / BB   31,559   3.8     2,004,344   4.6     63.51   Various   1, 5-year option
Covington & Burling LLP   NR / NR / NR   22,583   2.7     1,535,196   3.5     67.98   3/31/2028   NA
Klee, Tuchin, Bogdanoff & Stern   NR / NR / NR   21,161   2.6     1,514,704   3.5     71.58   1/31/2021   1, 5-year option
Simpson Thacher & Bartlett LLP(7)   NR / NR / NR  

21,458

 

2.6 

   

1,477,169 

 

3.4 

   

68.84

  12/31/2025   1, 5-year option
Ten Largest Tenants       360,281   43.9 %   $22,947,987   52.6 %   $63.69        
Remaining Tenants(8)       324,691   39.5     20,710,393   47.4     63.78        
Vacant Spaces      

136,385 

 

16.6

   

 

0.0 

   

0.00

       
Totals / Wtd. Avg. Tenants       821,357   100.0 %    $43,658,380   100.0 %   $63.74        

  

 

(1)Certain ratings are those of the parent company whether or not the parent guarantees the lease.

(2)O’Melveny & Myers has the option to terminate any portion of its space on the seventh or ninth floor on November 30, 2022 with notice no later than March 1, 2022 and payment of a termination fee. O’Melveny & Myers is ranked #47 (by gross revenue) by Am Law 2016. O’Melveny & Myers leases 64,847 SF of office space scheduled to expire on November 30, 2025 and 423 SF of storage space is on a month to month basis.

(3)Morgan Stanley & Co. has the option to terminate its lease on June 30, 2023 with 12 months’ notice and payment of a termination fee.

(4)Akin Gump Strauss Hauer & Feld LLP (“Akin Gump”) has the option to terminate its lease on October 31, 2024 with 12 months’ notice and payment of a termination fee. Akin Gump is ranked #29 (by gross revenue) by Am Law 2016.

(5)Hogan Lovells US LLP (“Hogan Lovells”) has option to terminate between 5,000 SF and 7,000 SF on December 31, 2022 with notice no later than April 1, 2022 and payment of a termination fee. Hogan Lovells is Ranked #9 (by gross revenue) by Am Law 2016.

(6)AECOM Technology Corporation has the option to terminate its lease on June 30, 2019 with 12 months’ notice and payment of a termination fee. AECOM Technology Corporation leases 31,467 SF of office space scheduled to expire on April 30, 2025 and 92 SF of storage space is on a month to month basis.

(7)Simpson Thacher & Bartlett LLP has the option to terminate its lease on December 31, 2021 with 12-15 months’ notice and payment of a termination fee. Simpson Thacher & Bartlett LLP is ranked #16 (by gross revenue) by Am Law 2016.

(8)Remaining tenants includes AGL which is dark but paying rent, Atar Capital, LLC which has executed a lease but has not taken occupancy or begun paying rent and storage spaces for several tenants.

 

The securities offered by these materials are being offered when, as and if issued. In particular, you are advised that the offered securities, and the asset pool backing them, are subject to modification or revision (including, among other things, the possibility that one or more classes of securities may be split, combined or eliminated) at any time prior to issuance or availability of a final prospectus. As a result, you may commit to purchase securities that have characteristics that may change, and you are advised that all or a portion of the offered securities may not be issued that have the characteristics described in these materials. Our obligation to sell securities to you is conditioned on the offered securities and the underlying transaction having the characteristics described in these materials. If we determine that the above conditions are not satisfied in any material respect, we will notify you, and neither the issuer nor any of the underwriters will have any obligation to you to deliver all or any portion of the securities which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery.

 

The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-207677) (the “Registration Statement”) for the offering to which this communication relates. Before you invest, you should read the prospectus in the Registration Statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Goldman Sachs & Co. LLC, Academy Securities, Inc., Drexel Hamilton, LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-471-2526 or if you email a request to prospectus-ny@gs.com.

 

33

 

  

1999 AVENUE OF THE STARS

 

The following table presents certain information relating to the lease rollover schedule at the 1999 Avenue of the Stars Property based on initial lease expiration dates:

 

Lease Expiration Schedule(1)

 

Year Ending December 31,

 

Expiring
Owned GLA

 

% of
Owned
GLA

 

Cumulative %
of Owned GLA

 

UW Base Rent

 

% of Total UW
Base Rent

 

UW Base Rent
$per SF

 

# of Expiring
Leases

MTM  $1,400   0.2%  0.2%  $32,104   0.1%  $22.93   4 
2017  0   0.0   0.2%  0   0.0   0.00   0 
2018(2)  48,802   5.9   6.1%  3,027,795   6.9   62.04   5 
2019  15,983   1.9   8.1%  1,052,566   2.4   65.86   4 
2020  29,552   3.6   11.7%  1,891,190   4.3   64.00   4 
2021  97,899   11.9   23.6%  6,473,985   14.8   66.13   10 
2022  48,325   5.9   29.5%  3,279,170   7.5   67.86   4 
2023  49,534   6.0   35.5%  3,076,681   7.0   62.11   3 
2024(3)  37,619   4.6   40.1%  2,309,976   5.3   61.40   3 
2025  117,772   14.3   54.4%  7,305,091   16.7   62.03   3 
2026  74,273   9.0   63.5%  5,043,273   11.6   67.90   3 
2027  48,574   5.9   69.4%  2,645,930   6.1   54.47   1 
2028 & Thereafter  115,239   14.0   83.4%  7,520,620   17.2   65.26   19 
Vacant  136,385   16.6   100.0%  0   0.0   0.00   0 
Totals / Wtd. Avg. Tenants  821,357   100.0%      $43,658,380   100.0%  $63.74   63 

 

 

(1)Calculated based on approximate square footage occupied under each lease.

(2)Includes AGL which is dark but paying rent as of April 2017 with UW Base Rent of $1,369,842. We cannot assure you that this dark tenant will continue paying rent as expected or at all.

(3)Includes Atar Capital, LLC, which has executed a lease but has not yet taken occupancy or begun paying rent. We cannot assure you that this tenant will take occupancy or begin paying rent as expected or at all.

 

The following table presents certain information relating to historical occupancy at the 1999 Avenue of the Stars Property:

 

Historical Leased %(1)

 

2014 

 

2015 

 

2016 

 

As of 3/31/2017 

70.7%   73.4%   72.4%   83.4%

 

 

(1)As provided by the borrower and reflects average occupancy for the indicated year ended December 31 unless specified otherwise.

  

The securities offered by these materials are being offered when, as and if issued. In particular, you are advised that the offered securities, and the asset pool backing them, are subject to modification or revision (including, among other things, the possibility that one or more classes of securities may be split, combined or eliminated) at any time prior to issuance or availability of a final prospectus. As a result, you may commit to purchase securities that have characteristics that may change, and you are advised that all or a portion of the offered securities may not be issued that have the characteristics described in these materials. Our obligation to sell securities to you is conditioned on the offered securities and the underlying transaction having the characteristics described in these materials. If we determine that the above conditions are not satisfied in any material respect, we will notify you, and neither the issuer nor any of the underwriters will have any obligation to you to deliver all or any portion of the securities which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery.

 

The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-207677) (the “Registration Statement”) for the offering to which this communication relates. Before you invest, you should read the prospectus in the Registration Statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Goldman Sachs & Co. LLC, Academy Securities, Inc., Drexel Hamilton, LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-471-2526 or if you email a request to prospectus-ny@gs.com.

 

34

 

 

1999 AVENUE OF THE STARS

 

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the 1999 Avenue of the Stars Property:

 

Cash Flow Analysis(1)

 

   2014  2015  2016  TTM 2/28/2017 

Underwritten(2)(3) 

  Underwritten
$per SF
Base Rental Revenue  $32,403,407   $32,300,134   $33,402,197   $34,387,766   $43,658,380   $53.15 
Contractual Rent Steps(4)  0   0   0   0   3,374,410   4.11 
Total Reimbursement Revenue  2,068,970   1,518,809   1,168,813   1,039,715   1,089,922   1.33 
Market Revenue from Vacant Units  0   0   0   0   8,631,857   10.51 
Parking Revenue  3,659,585   4,001,227   4,346,424   4,530,627   5,112,225   6.22 
Other Revenue  132,759   263,965   168,656   168,673   83,199   0.10 
Gross Revenue  $38,264,721   $38,084,135   $39,086,090   $40,126,781   $61,949,993   $75.42 
Vacancy & Credit Loss  (12)  0   (2)  (2)  (8,631,857)  (10.51)
Effective Gross Revenue  $38,264,710   $38,084,135   $39,086,088   $40,126,778   $53,318,136   $64.91 
                         
Total Operating Expenses  $15,049,823   $15,182,152   $15,078,913   $15,178,639   $14,921,987   $18.17 
                         
Net Operating Income  $23,214,887   $22,901,983   $24,007,175   $24,948,139   $38,396,149   $46.75 
TI/LC  0   0   0   0   895,160   1.09 
Capital Expenditures  0   0   0   0   32,854   0.04 
Net Cash Flow  $23,214,887   $22,901,983   $24,007,175   $24,948,139   $37,468,135   $45.62 

 

 

(1)Certain items such as straight line rent, free rent, interest expense, interest income, lease cancellation income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.

(2)Underwritten cash flow based on contractual rents as of March 31, 2017 and rent steps through May 31, 2018.

(3)The increase in underwritten cash flow includes approximately 280,000 SF of new and renewal leasing for leases that commenced in 2016 and 2017, including Morgan Stanley & Co. (44,947 SF, approximately $3.1 million underwritten total rent), Akin Gump (48,574 SF, approximately $2.7 million in underwritten total rent), Bain & Company, Inc. (29,621 SF, approximately $2.1 million underwritten total rent), Wells Fargo Advisors (31,147 SF, approximately $2.1 million underwritten total rent) and Covington & Burling LLP (22,583 SF, approximately $1.5 million underwritten total rent).

(4)Underwritten contractual rent steps reflects the net present value of future contractual rent steps for tenants that have investment grade ratings or that are ranked as Am Law 100 law firms (ranked by gross revenue), through the end of their respective lease terms (excluding any rent steps already captured in underwritten base rental revenue), using a discount rate of 7.0%.

 

Appraisal. According to the appraisal, the 1999 Avenue of the Stars Property had an “as-is” appraised value of $860,000,000 as of March 15, 2017 and a “prospective market value upon stabilization” of $970,000,000 as of May 1, 2019, which assumes a stabilized vacancy of 5%.

 

Environmental Matters. According to a Phase I environmental report dated March 27, 2017, there are no recognized environmental conditions or recommendations for further action at the 1999 Avenue of the Stars Property.

  

The securities offered by these materials are being offered when, as and if issued. In particular, you are advised that the offered securities, and the asset pool backing them, are subject to modification or revision (including, among other things, the possibility that one or more classes of securities may be split, combined or eliminated) at any time prior to issuance or availability of a final prospectus. As a result, you may commit to purchase securities that have characteristics that may change, and you are advised that all or a portion of the offered securities may not be issued that have the characteristics described in these materials. Our obligation to sell securities to you is conditioned on the offered securities and the underlying transaction having the characteristics described in these materials. If we determine that the above conditions are not satisfied in any material respect, we will notify you, and neither the issuer nor any of the underwriters will have any obligation to you to deliver all or any portion of the securities which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery.

 

The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-207677) (the “Registration Statement”) for the offering to which this communication relates. Before you invest, you should read the prospectus in the Registration Statement and other