FWP 1 n1610_ts-x2.htm FREE WRITING PROSPECTUS

 

    FREE WRITING PROSPECTUS
    FILED PURSUANT TO RULE 433
    REGISTRATION FILE NO.: 333-226082-02
     

 

May 3, 2019

 

Free Writing Prospectus

 

Structural and Collateral Term Sheet

 

$802,541,712

(Approximate Mortgage Pool Balance)

 

$692,012,000

(Offered Certificates)

 

GS Mortgage Securities Trust 2019-GC39

As Issuing Entity

 

GS Mortgage Securities Corporation II

As Depositor

 

Commercial Mortgage Pass-Through Certificates

Series 2019-GC39

 

Goldman Sachs Mortgage Company

Citi Real Estate Funding Inc.

As Sponsors and Mortgage Loan Sellers

 

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 a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-226082) (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, Citigroup Global Markets Inc., AmeriVet 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   Citigroup
Co-Lead Managers and Joint Bookrunners
     
AmeriVet 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. 333-226082) (the “Preliminary Prospectus”) anticipated to be dated May 3, 2019. 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, Citigroup Global Markets Inc., AmeriVet 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, Citigroup Global Markets Inc., AmeriVet 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 a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-226082) (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, Citigroup Global Markets Inc., AmeriVet 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 SUMMARY

 

CERTIFICATE SUMMARY

 

OFFERED CERTIFICATES

 

Offered Class

Expected Ratings
(Fitch / KBRA / Moody’s)(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 AAAsf / AAA(sf) / Aaa(sf) $ 13,478,000   30.000% [    ]% (5) 2.53 06/19 – 12/23
Class A-2 AAAsf / AAA(sf) / Aaa(sf) $ 122,528,000   30.000% [    ]% (5) 4.78 12/23 – 05/24
Class A-3 AAAsf / AAA(sf) / Aaa(sf) $ 175,000,000   30.000% [    ]% (5) 9.71 11/28 – 03/29
Class A-4 AAAsf / AAA(sf) / Aaa(sf) $ 209,062,000   30.000% [    ]% (5) 9.84 03/29 – 04/29
Class A-AB AAAsf / AAA(sf) / Aaa(sf) $ 21,171,000   30.000% [    ]% (5) 7.30 05/24 – 11/28
Class X-A AAAsf / AAA(sf) / Aa1(sf) $ 622,424,000 (6) N/A [    ]% Variable IO(7) N/A N/A
Class X-B A-sf / AAA(sf) / NR $ 69,588,000 (6) N/A [    ]% Variable IO(7) N/A N/A
Class A-S AAAsf / AAA(sf) / Aa3(sf) $ 81,185,000   19.500% [    ]% (5) 9.93 04/29 – 05/29
Class B AA-sf / AA-(sf) / NR $ 35,761,000   14.875% [    ]% (5) 9.96 05/29 – 05/29
Class C A-sf / A-(sf) / NR $ 33,827,000   10.500% [    ]% (5) 9.96 05/29 – 05/29

 

NON-OFFERED CERTIFICATES

 

Non-Offered Class

Expected Ratings
(Fitch / KBRA / Moody’s)(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 BBBsf / BBB+(sf) / NR $ 18,364,000   8.125% [    ]% (5) 9.96 05/29 – 05/29
Class X-D BBB-sf / BBB-(sf) / NR $ 32,861,000 (6) N/A [    ]% Variable IO(7) N/A N/A
Class E BBB-sf / BBB-(sf) / NR $ 14,497,000   6.250% [    ]% (5) 9.96 05/29 – 05/29
Class F(8) BB-sf / BB-(sf) / NR $ 15,464,000   4.250% [    ]% (5) 9.96 05/29 – 05/29
Class G-RR(8) B-sf / B-(sf) / NR $ 7,732,000   3.250% [    ]% (5) 9.96 05/29 – 05/29
Class H-RR(8) NR / NR / NR $ 25,129,711   0.000% [    ]% (5) 9.96 05/29 – 05/29
Class S(9) N/A   N/A   N/A N/A N/A N/A N/A
Class R(10) 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 and certain classes of non-offered certificates receive the ratings set forth above. The anticipated ratings of the certificates shown are those of Fitch Ratings, Inc. (“Fitch”), Kroll Bond Rating Agency, Inc. (“KBRA”) and Moody’s Investor Service, Inc (“Moody’s” and together with Fitch and KBRA, 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 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%. The notional amount of the Class X-A, Class X-B and Class X-D certificates (collectively the “Class X certificates”) is subject to change depending upon the final pricing of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G-RR and Class H-RR certificates (collectively, the “principal balance certificates” and, together with the Class X certificates and the Class S certificates, the “Non-VRR certificates”), as follows: (1) if as a result of such pricing the pass-through rate of any class of principal balance certificates whose certificate balance comprises such notional amount is equal to the WAC Rate (defined below), the certificate balance of such class of principal balance certificates may not be part of, and reduce accordingly, such notional amount of the related Class X certificates (or, if as a result of such pricing the pass-through rate of the related Class X certificates is equal to zero, such Class X certificates may not be issued on the closing date), and/or (2) if as a result of such pricing the pass-through rate of any class of principal balance certificates that does not comprise such notional amount of the related Class X certificates is equal to less than the WAC Rate, such class of principal balance certificates may become a part of, and increase accordingly, such notional amount of the related Class X certificates.

 

(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, Class A-4 and Class A-AB certificates, are represented in the aggregate.

 

(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 principal balance certificates 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 or whole loans and that there are no extensions or forbearances of maturity dates or anticipated repayment dates of the mortgage loans or whole loans.

 

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 a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-226082) (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, Citigroup Global Markets Inc., AmeriVet 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 SUMMARY (continued)

 

(5)For each distribution date, the pass-through rates on each class of principal balance certificates will 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 (the “WAC Rate”), (iii) the lesser of a specified pass-through rate and the WAC Rate, or (iv) the WAC Rate less a specified percentage.

 

(6)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 Class X class”) indicated below.

 

Class   Related Class X Class
Class X-A   Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB and Class A-S certificates
Class X-B   Class B and Class C certificates
Class X-D Class D and Class E 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 WAC Rate, over (ii) the pass-through rate (or the weighted average of the pass-through rates as applicable) of the related Class X class(es) for that distribution date, as described in the Preliminary Prospectus.

 

(8)The initial certificate balance of each of the Class F, Class G-RR and Class H-RR certificates are subject to change based on final pricing of all certificates and the final determination of the Class G-RR and Class H-RR certificates (collectively, the “HRR Certificates”) that will be retained by the retaining third-party purchaser and the final determination of the VRR Interest (as defined below) that will be retained as described under “Credit Risk Retention” in the Preliminary Prospectus to satisfy the U.S. risk retention requirements of Goldman Sachs Mortgage Company, as retaining sponsor.

 

(9)The Class S certificates will not have a certificate balance, notional amount, pass-through rate, rating or rated final distribution date. Excess interest accruing after the related anticipated repayment date on any mortgage loan with an anticipated repayment date will, to the extent collected, be allocated to the Class S certificates and the VRR Interest, as described under “Description of the Certificates—Distributions—Excess Interest” in the Preliminary Prospectus. The Class S certificates will not be entitled to distributions in respect of principal or interest other than excess interest. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—ARD Loans” in the Preliminary Prospectus.

 

(10)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.

 

VRR INTEREST SUMMARY

 

Non-Offered Eligible Vertical Interest(1)

Approximate
Initial VRR Interest
Balance(2)

Approximate Initial VRR Interest Rate

VRR Interest Rate Description

Wtd. Avg. Life
(Yrs)(3)

Principal
Window(3)

RR Interest $16,247,420 [__]% (4) 8.85 06/19 – 05/29
Class RR Certificates $13,095,580 [__]% (4) 8.85 06/19 – 05/29
           
 
(1)The Class RR certificates and the RR Interest, which are not offered pursuant to this Term Sheet, collectively comprise the “VRR Interest”. Any information in this Term Sheet concerning the VRR Interest is presented solely to enhance your understanding of the offered certificates. The VRR Interest will constitute an “eligible vertical interest” (as such term is defined in the Credit Risk Retention Rules) and is expected to be acquired and retained by the sponsors as described under “Credit Risk Retention” in the Preliminary Prospectus. The VRR Interest represents the right to receive a specified percentage (to be determined as described in footnote (2) below) of all amounts collected on the mortgage loans (net of all expenses of the issuing entity) that are available for distribution to the Non-VRR certificates and the VRR interest on each Distribution Date, as further described under “Credit Risk Retention” in the Preliminary Prospectus. The owner of the RR Interest is referred to in this Term Sheet as the “RR Interest Owner” and the owners of the Class RR certificates and the RR Interest are referred to in this Term Sheet as the “VRR Interest Owners”.

 

(2)The initial aggregate VRR Interest balance is subject to change based on final pricing of all certificates and the final determination of the HRR Certificates that will be retained by the retaining third-party purchaser and the final determination of the VRR Interest that will be retained as described under “Credit Risk Retention” in the Preliminary Prospectus to satisfy the U.S. risk retention requirements of Goldman Sachs Mortgage Company, as retaining sponsor. If the initial VRR Interest balance is reduced, the initial certificate balance of each class of principal balance certificates (and correspondingly, the initial notional amount of each class of Class X certificates) will be increased on a pro rata basis (based on the initial certificate balance set forth in the table above) in an aggregate amount equal to such reduction in the initial VRR Interest balance. If the initial VRR interest balance is increased, the initial certificate balance of each class of principal balance certificates (and correspondingly, the initial notional amount of each class of Class X certificates) will be decreased on a pro rata basis (based on the initial certificate balance set forth in the table above) in an aggregate amount equal to such increase in the initial VRR Interest balance. For a further description, see “Credit Risk Retention” in the Preliminary Prospectus.

 

(3)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 VRR 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 or whole loans and that there are no extensions or forbearances of maturity dates or anticipated repayment dates of the mortgage loans or whole loans.

 

(4)Although it does not have a specified pass-through rate (other than for tax reporting purposes), the effective interest rate for the Class RR Certificates and the RR Interest will be a per annum rate equal to the WAC Rate.

 

The Class D, Class X-D, Class E, Class F, Class G-RR, Class H-RR, Class S and Class R certificates and the VRR Interest are not offered by this Term Sheet. Any information in this Term Sheet concerning such non-offered certificates and the VRR Interest is presented solely to enhance your understanding of the offered certificates.

 

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 a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-226082) (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, Citigroup Global Markets Inc., AmeriVet 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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6

 

 

MORTGAGE POOL CHARACTERISTICS

 

Mortgage Pool Characteristics(1)
Initial Pool Balance(2) $802,541,712
Number of Mortgage Loans 36
Number of Mortgaged Properties 64
Average Cut-off Date Mortgage Loan Balance $22,292,825
Weighted Average Mortgage Interest Rate 4.64848%
Weighted Average Remaining Term to Maturity Date/ARD (months)(3) 109
Weighted Average Remaining Amortization Term (months) 353
Weighted Average Cut-off Date LTV Ratio(4) 55.5%
Weighted Average Maturity Date/ARD LTV Ratio(3)(5) 52.1%
Weighted Average Underwritten Debt Service Coverage Ratio(6) 2.16x
Weighted Average Debt Yield on Underwritten NOI(7) 11.2%
% of Mortgage Loans with Mezzanine Debt(8) 7.5%
% of Mortgage Loans with Subordinate Debt(9) 17.8%
% of Mortgage Loans with Preferred Equity 7.7%
% of Mortgage Loans with Single Tenants(10) 29.9%

 

 
(1)With respect to 11 mortgage loans, representing approximately 64.1% of the initial pool balance, with one or more related pari passu companion loan(s) as set forth in the “Whole Loan Summary” table below, the loan-to-value ratio, debt service coverage ratio, debt yield and balance per SF, unit or room calculations presented in this Term Sheet include the related pari passu companion loan(s) unless otherwise indicated. With respect to two mortgage loans, representing approximately 17.8% of the initial pool balance, with one or more related subordinate companion loan(s) as set forth in the “Whole Loan Summary” table below, the loan-to-value ratio, debt service coverage ratio, debt yield and balance per SF, pads or unit 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)One mortgage loan, representing approximately 8.1% of the initial pool balance has an anticipated repayment date and unless otherwise indicated is presented as if it matured on its anticipated repayment date.

 

(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 nine mortgage loans (25.8% of the initial pool balance) the Cut-off Date LTV Ratio was calculated based upon a valuation other than an “as-is” value of each related mortgaged property. The weighted average Cut-off Date LTV Ratio for the mortgage pool without making any adjustments is 56.9%.

 

(5)Unless otherwise indicated, the Maturity Date/ARD LTV Ratio is calculated utilizing the “as-is” appraised value. With respect to nine mortgage loans (25.8% of the initial pool balance) the respective Maturity Date/ARD LTV Ratios were calculated using an “as stabilized” or “prospective as stabilized” appraised value assuming certain reserves were pre-funded instead of the related “as-is” appraised value. The weighted average Maturity Date/ARD 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/ARD 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. 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.

 

(8)The 365 Bond and Soho Beach House mortgage loans have additional existing subordinate mezzanine loans held by certain limited liability companies owned by certain individuals who also own an indirect interest in the borrowers. See “Description of the Mortgage Pool—The Whole Loans” and “Description of the Mortgage Pool—Additional Indebtedness” in the Preliminary Prospectus.

 

(9)Each of the 101 California Street and Moffett Towers II Building V mortgage loans have multiple subordinate companion loans that are generally subordinate in right of payment to the respective related mortgage loans (the “101 California Street Subordinate Companion Loans” and the “Moffett Towers II Building V Subordinate Companion Loans”). The 101 California Street Subordinate Companion Loans have an aggregate outstanding principal balance of $228,000,000 as of the Cut-off Date, and are currently held in the CALI 2019-101C securitization transaction. The Moffett Towers II Building V Subordinate Companion Loans have an aggregate outstanding principal balance of $125,000,000 as of the Cut-off Date, and are currently held by 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.

 

(10)Excludes mortgage loans that are secured by multiple properties with multiple 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 a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-226082) (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, Citigroup Global Markets Inc., AmeriVet 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

 

 

KEY FEATURES OF THE CERTIFICATES

 

Co-Lead Managers and Joint Bookrunners:

Goldman Sachs & Co. LLC

Citigroup Global Markets Inc.

Co-Managers:

AmeriVet Securities, Inc.

Drexel Hamilton, LLC

Depositor:

GS Mortgage Securities Corporation II

Initial Pool Balance:

$802,541,712

Master Servicer:

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

Special Servicer:

KeyBank National Association

Certificate Administrator:

Wells Fargo Bank, National Association

Trustee:

Wells Fargo Bank, National Association

Operating Advisor:

Park Bridge Lender Services LLC

Asset Representations Reviewer:

Park Bridge Lender Services LLC

U.S. Credit Risk Retention:

For a discussion of the manner by which Goldman Sachs Mortgage Company, as retaining 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 6, 2019
Closing Date:

May 23, 2019

Cut-off Date:

For each mortgage loan, the related due date for such mortgage loan in May 2019 (or, in the case of any mortgage loan that has its first due date in June 2019, the date that would have been its due date in May 2019 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 2019
Distribution Date: The 4th business day after the Determination Date, commencing in June 2019
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 2052

Cleanup Call: 1.0%
Minimum Denominations:

$10,000 minimum for the offered certificates (except with respect to each class of Class X 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 a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-226082) (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, Citigroup Global Markets Inc., AmeriVet 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

 

 

$773,198,711 (Approximate) New-Issue Multi-Borrower CMBS:

 

Overview: The mortgage pool consists of 36 fixed-rate commercial mortgage loans that have an aggregate Cut-off Date Balance of $802,541,712 (the “Initial Pool Balance”), have an average mortgage loan Cut-off Date Balance of $22,292,825 and are secured by 64 mortgaged properties located throughout 22 states

 

LTV: 55.5% weighted average Cut-off Date LTV Ratio

 

DSCR: 2.16x weighted average Underwritten NCF Debt Service Coverage Ratio

 

Debt Yield: 11.2% weighted average Debt Yield on Underwritten NOI

 

Credit Support: 30.000% credit support to Class A-1 / A-2 / A-3 / A-4 / A-AB

 

Loan Structural Features:

 

Amortization: 31.6% of the mortgage loans by Initial Pool Balance have scheduled amortization as follows:

 

11.0% of the mortgage loans by Initial Pool Balance have scheduled amortization following a partial interest only period with a balloon payment due at maturity

 

20.6% of the mortgage loans by Initial Pool Balance have scheduled amortization for the entire term with a balloon payment due at maturity or the anticipated repayment date, as applicable

 

Hard Lockboxes: 78.3% of the mortgage loans by Initial Pool Balance have a Hard Lockbox in place

 

Cash Traps: 100.0% 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 1.10x coverage, that fund an excess cash flow reserve

 

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

 

Real Estate Taxes: 27 mortgage loans representing 72.6% of the Initial Pool Balance

 

Insurance: 15 mortgage loans representing 25.3% of the Initial Pool Balance

 

Replacement Reserves (Including FF&E Reserves): 25 mortgage loans representing 50.6% of the Initial Pool Balance

 

Tenant Improvements / Leasing Commissions: 16 mortgage loans representing 48.0% of the portion of the Initial Pool Balance that is secured by retail, office, mixed use and industrial properties only

 

Predominantly Defeasance: 64.7% 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: 38.8% of the mortgaged properties by allocated Initial Pool Balance are office properties

 

Retail: 23.0% of the mortgaged properties by allocated Initial Pool Balance are retail properties (15.9% are anchored retail properties)

 

Industrial: 10.9% of the mortgaged properties by allocated Initial Pool Balance are industrial properties

 

Multifamily: 10.0% of the mortgaged properties by allocated Initial Pool Balance are multifamily properties

 

Hospitality: 8.4% of the mortgaged properties by allocated Initial Pool Balance are hospitality properties

 

Mixed Use: 7.3% of the mortgaged properties by allocated Initial Pool Balance are mixed use properties

 

Geographic Diversity: The 64 mortgaged properties are located throughout 22 states with three states having greater than 10.0% of the allocated Initial Pool Balance: California (25.2%), New York (23.6%) and Florida (12.1%).

 

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 a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-226082) (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, Citigroup Global Markets Inc., AmeriVet 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 by Mortgage Loan Seller

 

Mortgage Loan Seller

Mortgage Loans

Mortgaged Properties

Aggregate Cut-off Date Balance

% of Initial Pool Balance

Goldman Sachs Mortgage Company 16 27 $444,372,853 55.4%
Citi Real Estate Funding Inc.

20

37

358,168,858

44.6

Total 36 64 $802,541,712 100.0%

 

Ten Largest Mortgage Loans

 

Mortgage Loan Name

Cut-off Date Balance

% of Initial Pool Balance

Property Type

Property Size
SF / Room

Loan Purpose

UW NCF
DSCR

UW
NOI Debt Yield

Cut-off Date LTV Ratio

101 California Street  $77,500,000    9.7%  Office  1,251,483  Refinance 3.22x 12.8% 35.9%
59 Maiden Lane  75,000,000 9.3  Office  1,017,913  Refinance 2.69x 11.9% 41.7%
Moffett Towers II Building V  65,000,000 8.1  Office  350,633  Refinance 3.32x 13.6% 42.5%
Albertsons Industrial - PA  61,732,500 7.7  Industrial  1,539,407  Acquisition 1.67x 9.0% 65.6%
Waterford Lakes Town Center  55,000,000 6.9  Retail  691,265 Recapitalization 1.43x 9.3% 67.0%
Arbor Hotel Portfolio  50,000,000 6.2  Hospitality  815  Acquisition 2.08x 12.0% 60.7%
365 Bond  45,000,000 5.6  Multifamily  430  Refinance 2.79x 11.5% 37.9%
Lakeside Apartments  35,000,000 4.4  Multifamily  568  Acquisition 1.63x 8.3% 69.0%
RR America Portfolio  24,660,348 3.1  Office  157,415  Refinance 1.36x 10.1% 63.0%
The Garfield Apartments

24,145,000      

3.0

 Mixed Use  123  Refinance

1.20x

8.2%

68.4%

Top 10 Total / Wtd. Avg. $513,037,848  63.9%       2.34x 11.1% 52.2%
Remaining Total / Wtd. Avg.

289,503,864      

36.1  

   

1.86x

11.4%

61.4%

Total / Wtd. Avg. $802,541,712  100.0%       2.16x 11.2% 55.5%
                 

Whole Loan Summary

 

Mortgage Loan Name

Mortgage Loan Cut-off Date Balance

% of Initial Pool Balance

Number of Pari Passu Companion Loans(1)

Aggregate Pari Passu Companion Loan Cut-off Date Balance

Aggregate Subordinate Companion Loan Cut-off Date Balance(1)

Whole Loan Cut-off Date Balance

Controlling Pooling & Servicing Agreement (“Controlling PSA”)

Master Servicer

Special Servicer

101 California Street $77,500,000 9.7% 8   $449,500,000 $228,000,000 $755,000,000 CALI 2019-101C Midland Midland
59 Maiden Lane 75,000,000 9.3% 2   $125,000,000 - $200,000,000 GSMS 2019-GC39 Midland KeyBank
Moffett Towers II Building V(2) 65,000,000 8.1% 3   $105,000,000 $125,000,000 $295,000,000 GSMS 2019-GC39 Midland KeyBank
Albertsons Industrial - PA 61,732,500 7.7% 1   $15,000,000 - $76,732,500 GSMS 2019-GC39 Midland KeyBank
Waterford Lakes Town Center 55,000,000 6.9% 3   $125,000,000 - $180,000,000 GSMS 2019-GC39 Midland KeyBank
Arbor Hotel Portfolio 50,000,000 6.2% 1   $50,000,000 - $100,000,000 GSMS 2019-GC39 Midland KeyBank
365 Bond 45,000,000 5.6% 1   $65,000,000 - $110,000,000 GSMS 2019-GC38 Wells Midland
Lakeside Apartments 35,000,000 4.4% 1   $35,000,000 - $70,000,000 GSMS 2019-GC39 Midland KeyBank
Tulsa Office Portfolio 19,956,948 2.5% 1   $28,613,274 - $48,570,221 BMARK 2019-B10 KeyBank LNR
Soho Beach House 15,000,000 1.9% 1   $40,000,000 - $55,000,000 BMARK 2019-B10 KeyBank LNR
57 East 11th Street 15,000,000 1.9% 2   $40,000,000 - $55,000,000 (3) (3) (3)

 

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

(2)The initial directing holder for the Moffett Towers II Building V mortgage loan is Hanwha Debt Strategy Private Real Estate fund 21-2, the holder of the junior subordinate loans.

(3)The 57 East 11th Street whole loan has two pari passu companion loans with an aggregate outstanding principal balance of $40,000,000 held by CREFI and are expected to be contributed to one or more future securitization trusts. The 57 East 11th Street whole loan will initially be master serviced and, if necessary, specially serviced, by the master servicer and special servicer for this securitization. Upon the securitization of the note A-2, the 57 East 11th Street companion loan held by CREFI, the 57 East 11th Street whole loan is expected to be serviced by the master servicer and, if necessary, the special servicer, under the pooling and servicing agreement for such securitization (which pooling and servicing agreement will then be the Controlling PSA for the 57 East 11th Street whole loan). Neither the master servicer nor the special servicer for such securitization has been identified.

 

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 a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-226082) (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, Citigroup Global Markets Inc., AmeriVet 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

 

 

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)

365 Bond $45,000,000 $100,000,000 $210,000,000 5.1500% 37.9% 72.4% 2.79x 1.14x
Soho Beach House $15,000,000  $62,000,000 $117,000,000 6.3521% 25.7% 54.7% 4.75x 1.88x

 

 
(1)Calculated including the mezzanine debt. The Total Debt Interest Rates to full precision for the 365 Bond and Soho Beach House Loans are 5.15002333428571% and 6.35213675213675%, respectively. All “Total Debt”, “LTV Ratio” and “UW NCF DSCR” calculations also include any related pari passu companion loan(s).

 

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

Lakeside Apartments Lisle Illinois Multifamily $35,000,000 4.4% FREMF 2018-KP05
Soho Beach House Miami Beach Florida Mixed Use $15,000,000 1.9% WFCM 2014-LC16
Hampton Inn Santa Barbara Goleta California Hospitality $10,600,000  1.3% CFCRE 2011-C2
Canal Place Akron Ohio Office $10,229,388 1.3% Hunt CRE 2017-FL1
Hampton Inn Bloomington Bloomington Minnesota Hospitality $8,350,000  1.0% GSMS 2012-GC6
Gilbert Crossing Gilbert Arizona Retail $8,050,000 1.0% WFCM 2015-C29
Springhill Suites Bloomington Bloomington Minnesota Hospitality $6,650,000  0.8% GSMS 2012-GC6
Hyatt Place Arlington Arlington Texas Hospitality $5,250,000  0.7% UBSBB 2013-C5

 

 
(1)The table above includes mortgaged properties securing mortgage loans for which the most recent prior financing of all or a significant portion of each 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 related 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.

 

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 a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-226082) (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, Citigroup Global Markets Inc., AmeriVet 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.

 

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 28   $311,624,147 38.8% 2.62x 47.6% 12.3%
CBD 3 155,759,532 19.4   2.93x 39.5% 12.4%
General Suburban 13   129,241,672 16.1   2.50x 54.0% 12.7%
Medical 12   26,622,943 3.3 1.36x 63.5% 10.0%
Retail 16   $184,649,430 23.0% 1.58x 64.4% 9.6%
Anchored 7 127,559,983 15.9   1.54x 65.3% 9.8%
Single Tenant Retail 5 28,200,000 3.5 1.75x 60.5% 9.4%
Unanchored 3 24,100,000 3.0 1.68x 62.3% 8.4%
Shadow Anchored 1 4,789,447 0.6 1.24x 74.3% 8.6%
Industrial 4 $87,782,500 10.9% 1.76x 64.8% 9.4%
Warehouse/Distribution 1 61,732,500 7.7 1.67x 65.6% 9.0%
Manufacturing 3 26,050,000 3.2 1.97x 62.8% 10.5%
Multifamily 2 $80,000,000 10.0% 2.28x 51.5% 10.1%
High-Rise 1 45,000,000 5.6 2.79x 37.9% 11.5%
Garden 1 35,000,000 4.4 1.63x 69.0% 8.3%
Hospitality 8 $67,690,635    8.4% 2.13x 59.2% 12.7%
Limited Service 5 43,350,000 5.4 2.08x 60.7% 12.0%
Full Service 1 13,000,000 1.6 2.41x 54.2% 14.8%
Select Service 1 6,650,000 0.8 2.08x 60.7% 12.0%
Extended Stay 1 4,690,635 0.6 1.82x 56.5% 13.9%
Mixed Use 4 $58,445,000    7.3% 2.22x 54.1% 13.3%
Multifamily / Retail 1 24,145,000 3.0 1.20x 68.4% 8.2%
Hospitality / Other 1 15,000,000 1.9 4.75x 25.7% 28.0%
Office / Retail 1 15,000,000 1.9 1.55x 59.8% 8.0%
Retail / Multifamily 1 4,300,000 0.5 1.43x 53.3% 9.1%
Self Storage 2 12,350,000    1.5% 1.44x 69.3% 9.0%
Self Storage 2 12,350,000 1.5 1.44x 69.3% 9.0%
Total/Avg. /Wtd. Avg. 64   $802,541,712 100.0% 2.16x 55.5% 11.2%

 

 
(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.

 

 

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 a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-226082) (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, Citigroup Global Markets Inc., AmeriVet 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)

% of Total Appraised Value

Underwritten NOI(2)

% of Total Underwritten NOI

California 7 $202,569,888 25.2% $1,949,300,000 48.2% $97,895,394 43.7%
New York 10   189,310,000 23.6        933,520,000 23.1   45,508,563 20.3  
Florida 5  96,803,260 12.1       522,670,000 12.9   34,925,857 15.6  
Pennsylvania 3  71,907,500 9.0     132,490,000 3.3 7,987,920 3.6
Ohio 3   44,638,032 5.6       66,140,000 1.6 4,208,351 1.9
Illinois 2  36,962,595 4.6     103,850,000 2.6 6,018,522 2.7
Texas 7  24,715,937 3.1       44,100,000 1.1 3,306,794 1.5
Oklahoma 9 19,956,948 2.5       67,400,000 1.7 6,334,882 2.8
Minnesota 3  18,870,000 2.4       47,240,000 1.2 4,047,997 1.8
Kentucky 1 18,071,339 2.3       25,500,000 0.6 1,923,226 0.9
Washington 1 14,400,000 1.8       22,500,000 0.6 1,429,629 0.6
New Mexico 1 13,000,000 1.6       24,000,000 0.6 1,917,991 0.9
Utah 1 11,200,000 1.4       32,500,000 0.8 2,687,179 1.2
Tennessee 2   8,958,280 1.1       16,500,000 0.4 1,260,949 0.6
Arizona 1    8,050,000 1.0       11,300,000 0.3  918,090 0.4
Massachusetts 1     7,950,000 1.0       22,000,000 0.5 1,901,518 0.8
Michigan 2    5,218,567 0.7         8,480,000 0.2  521,571 0.2
Arkansas 1    2,340,000 0.3         3,900,000 0.1  264,868 0.1
North Carolina 1     2,278,028 0.3         3,470,000 0.1 262,356 0.1
Louisiana 1     1,959,035 0.2         2,940,000 0.1  222,086 0.1
Indiana 1   1,864,470 0.2         3,010,000 0.1 199,924 0.1
Iowa

1

1,517,834       

0.2

2,320,000         

0.1

134,739     

0.1

Total 64   $802,541,712 100.0% $4,045,130,000  100.0%  $223,878,407 100.0%

 

 
(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).

 

 

 

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 a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-226082) (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, Citigroup Global Markets Inc., AmeriVet 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
 
  1,962,595 - 10,000,000   10     $60,382,545     7.5 %  
  10,000,001 - 20,000,000   15     208,771,319     26.0    
  20,000,001 - 30,000,000   3     69,155,348     8.6    
  30,000,001 - 40,000,000   1     35,000,000     4.4    
  40,000,001 - 50,000,000   2     95,000,000     11.8    
  50,000,001 - 60,000,000   1     55,000,000     6.9    
  60,000,001 - 70,000,000   2     126,732,500     15.8    
  70,000,001 - 77,500,000   2     152,500,000     19.0    
  Total   36     $802,541,712     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
 
  1.20 - 1.30   3     $39,198,091     4.9 %  
  1.31 - 1.40   3     33,422,943     4.2    
  1.41 - 1.50   6     123,979,388     15.4    
  1.51 - 1.60   2     33,071,339     4.1    
  1.61 - 1.70   7     153,839,448     19.2    
  1.71 - 2.00   2     19,690,635     2.5    
  2.01 - 3.00   10     241,839,868     30.1    
  3.01 - 4.75   3     157,500,000     19.6    
  Total   36     $802,541,712     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   18     $483,957,500     60.3 %  
  Amortizing (30 Years)   10     140,328,864     17.5    
  Interest Only, Then Amortizing(2)   6     88,595,000     11.0    
  Interest Only - ARD   1     65,000,000     8.1    
  Amortizing (25 Years)   1     24,660,348     3.1    
  Total   36     $802,541,712     100.0 %  
  (1)   All of the mortgage loans will have balloon payments at maturity date or anticipated repayment date, as applicable.  
  (2)   Original partial interest only periods range from 24 to 60 months.  
                       
  Distribution of Lockboxes  
  Lockbox Type   Number of
Mortgage
Loans
  Cut-off Date
Balance
  % of
Initial
Pool
Balance
 
  Hard   21     $583,069,819     72.7 %  
  Springing   13     150,326,893     18.7    
  Hard (Tenants) / Soft (Parking                    
  Garage)   1     45,000,000     5.6    
  Soft   1     24,145,000     3.0    
  Total   36     $802,541,712     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
 
  25.7 - 30.0   1     $15,000,000     1.9 %  
  30.1 - 40.0   2     122,500,000     15.3    
  40.1 - 50.0   3     155,000,000     19.3    
  50.1 - 60.0   7     62,005,503     7.7    
  60.1 - 70.0   16     364,942,236     45.5    
  70.1 - 74.3   7     83,093,972     10.4    
  Total   36     $802,541,712     100.0 %  
  (1)   See footnotes (1) and (4) to the table entitled “Mortgage Pool Characteristics” above.  
                       
  Distribution of Maturity Date/ARD LTV Ratios(1)  
  Range of Maturity
Date/ARD LTV (%)
  Number of
Mortgage
Loans
  Cut-off Date
Balance
  % of
Initial
Pool
Balance
 
  25.7 - 30.0   1     $15,000,000     1.9 %  
  30.1 - 40.0   2     122,500,000     15.3    
  40.1 - 50.0   7     203,665,851     25.4    
  50.1 - 60.0   12     175,933,914     21.9    
  60.1 - 69.0   14     285,441,947     35.6    
  Total   36     $802,541,712     100.0 %  
  (1)   See footnotes (1) and (3) 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
 
  Refinance   18     $439,441,057     54.8 %  
  Acquisition   16     287,750,655     35.9    
  Recapitalization   2     75,350,000     9.4    
  Total   36     $802,541,712     100.0 %  
                       
  Distribution of Mortgage Interest Rates  
  Range of Mortgage
Interest Rates (%)
  Number of
Mortgage
Loans
  Cut-off Date
Balance
  % of
Initial
Pool
Balance
 
  3.850 - 4.000   2     $152,500,000     19.0 %  
  4.001 - 4.250   2     110,000,000     13.7    
  4.251 - 4.750   10     120,850,000     15.1    
  4.751 - 5.000   9     162,077,463     20.2    
  5.001 - 5.250   8     192,270,234     24.0    
  5.251 - 5.500   3     49,923,992     6.2    
  5.501 - 5.610   2     14,920,023     1.9    
  Total   36     $802,541,712     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 a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-226082) (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, Citigroup Global Markets Inc., AmeriVet 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
 
  7.4 - 8.0   2     $21,800,000     2.7 %  
  8.1 - 10.0   15     300,143,186     37.4    
  10.1 - 12.0   11     267,906,687     33.4    
  12.1- 14.0   5     177,376,971     22.1    
  14.1 - 28.0   3     35,314,868     4.4    
  Total   36     $802,541,712     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
 
  7.2 - 8.0   4     $58,945,000     7.3 %  
  8.1 - 10.0   18     342,009,261     42.6    
  10.1 - 12.0   9     232,081,948     28.9    
  12.1 - 14.0   4     154,505,503     19.3    
  14.1 - 25.7   1     15,000,000     1.9    
  Total   36     $802,541,712     100.0 %  
  (1)   See footnotes (1) and (6) 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
 
  24   1     $12,000,000     1.5 %  
  36   4     70,895,000     8.8    
  60   1     5,700,000     0.7    
                       
  Distribution of Original Terms to Maturity Date/ARD  
  Original Term to Maturity
Date/ARD (months)
  Number of
Mortgage
Loans
  Cut-off Date
Balance
  % of
Initial

Pool
Balance
 
  59-60   4     $125,000,000     15.6 %  
  120   32     677,541,712     84.4    
  Total   36     $802,541,712     100.0 %  
                       
                       
  Distribution of Remaining Terms to Maturity Date/ARD  
  Range of Remaining
Terms to Maturity
Date/ARD (months)
  Number of
Mortgage
Loans
  Cut-off Date
Balance
  % of
Initial

Pool
Balance
 
  55 - 60   4     $125,000,000     15.6 %  
  114 - 120   32     677,541,712     84.4    
  Total   36     $802,541,712     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   19     $548,957,500     68.4 %  
  300   1     24,660,348     3.1    
  360(2)   16     228,923,864     28.5    
  Total   36     $802,541,712     100.0 %  
  (1)   All of the mortgage loans will have balloon payments at maturity or anticipated repayment date, as applicable.  
  (2)   See footnote (3) to the table entitled “Mortgage Pool Characteristics” above.  
                       
  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   19     $548,957,500     68.4 %  
  299   1     24,660,348     3.1    
  354 - 360(2)   16     228,923,864     28.5    
  Total   36     $802,541,712     100.0 %  
  (1)   All of the mortgage loans will have balloon payments at maturity or anticipated repayment date, as applicable.  
  (2)   See footnote (3) to the table entitled “Mortgage Pool Characteristics” above.  
                       
  Distribution of Prepayment Provisions  
  Prepayment Provision   Number of
Mortgage
Loans
  Cut-off Date
Balance
  % of
Initial
Pool
Balance
 
  Defeasance   27     $519,574,229     64.7 %  
  Yield Maintenance   6     187,967,483     23.4    
  Yield Maintenance or Defeasance   3     95,000,000     11.8    
  Total   36     $802,541,712     100.0 %  
                       
  Distribution of Escrow Types  
  Escrow Type   Number of
Mortgage
Loans
  Cut-off Date
Balance
  % of
Initial
Pool
Balance
 
  Real Estate Tax   27     $582,821,400     72.6 %  
  Replacement Reserves(1)   25     406,373,004     50.6    
  TI/LC(2)   16     308,641,114     48.0    
  Insurance   15     203,196,421     25.3    
  (1)   Includes mortgage loans with FF&E reserves.  
  (2)   Percentage of total retail, office, mixed use and industrial 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 a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-226082) (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, Citigroup Global Markets Inc., AmeriVet 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

 

 

SHORT TERM CERTIFICATE PRINCIPAL PAY DOWN SCHEDULE

 

Class A-2 Principal Pay Down(1)

 

Mortgage Loan Name   Property Type   Cut-off Date
Balance
  % of
Initial
Pool
Balance
  Remaining
Loan Term
  Underwritten
NCF DSCR
  Debt Yield on
Underwritten
NOI
  Cut-off Date
LTV Ratio
Arbor Hotel Portfolio   Hospitality   $50,000,000   6.2%   60   2.08x   12.0%   60.7%
365 Bond   Multifamily   $45,000,000   5.6%   55   2.79x   11.5%   37.9%
Soho Beach House   Mixed Use   $15,000,000   1.9%   57   4.75x   28.0%   25.7%
Borel Square Shopping Center   Retail   $15,000,000   1.9%   60   1.89x     9.5%   46.4%

 

 
(1)With respect to the mortgage loans listed in the table above, the Non-VRR Percentage of the balloon payments would be applied to pay down the certificate balance of the Class A-2 certificates assuming a 0% CPR and applying the modeling assumptions described under “Yield, Prepayment and Maturity Considerations” in the Preliminary Prospectus, including the assumptions that (i) none of the mortgage loans in the pool experience prepayments, defaults or losses; (ii) there are no extensions of maturity dates of any mortgage loans in the pool; and (iii) each mortgage loan in the pool is paid in full on its stated maturity date or anticipated repayment date, as applicable. Each class of certificates, including the Class A-2 certificates, and the RR interest evidences undivided ownership interests in the entire pool of mortgage loans. Debt service coverage ratio, debt yield and loan-to-value ratio information does not take into account subordinate debt (whether or not secured by the mortgaged property), if any, that currently exists or is allowed under the terms of any mortgage loan. See Annex A-1 to the Preliminary Prospectus. See the footnotes to the table entitled “Mortgage Pool Characteristics” above.

 

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 a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-226082) (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, Citigroup Global Markets Inc., AmeriVet 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

 

Allocations Between the Non-VRR Certificates and the VRR Interest  
 On each Distribution Date, the aggregate amount available for distributions to the holders of the Non-VRR certificates and the VRR Interest Owners (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 (i) the VRR Interest, in an amount equal to the product of such amount multiplied by approximately 3.65626% (the “VRR Percentage”), and (b) the Non-VRR certificates, in an amount equal to the product of such amount multiplied by approximately 96.34374% (the “Non-VRR Percentage”).
  
DistributionsOn each Distribution Date, funds available for distribution to the Non-VRR certificates (net of any Excess Interest, 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 Non-VRR certificates):

 

1.Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A and Class X-B certificates, in respect of interest, up to an amount equal to, and pro rata in accordance with, the interest entitlements for those classes.

 

2.Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB certificates: to the extent of funds available for distribution of principal, in reduction of the then-outstanding certificate balances of those classes, in the following priority:
   
  (i) to the Class A-AB certificates until their certificate balance is reduced to the Class A-AB scheduled principal balance set forth in Annex F to the Preliminary Prospectus for the relevant Distribution Date, then (ii) to the Class A-1 certificates until their certificate balance is reduced to zero, all funds available for distribution of principal to the principal balance certificates remaining after the distributions to Class A-AB in clause (i) above, then (iii) to the Class A-2 certificates until their certificate balance is reduced to zero, all funds available for distribution of principal to the principal balance certificates remaining after the distributions to Class A-1 in clause (ii) above, then (iv) to the Class A-3 certificates until their certificate balance is reduced to zero, all funds available for distribution of principal to the principal balance certificates remaining after the distributions to Class A-2 in clause (iii) above, then (v) to the Class A-4 certificates until their certificate balance is reduced to zero, all funds available for distribution of principal to the principal balance certificates remaining after the distributions to Class A-3 in clause (iv) above, and then (vi) to the Class A-AB certificates until their certificate balance is reduced to zero, all funds available for distribution of principal to the principal balance certificates remaining after the distributions to Class A-4 in clause (v) above.
   
  However, if the certificate balances of each class of principal balance certificates other than the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB certificates have been reduced to zero as a result of the allocation of mortgage loan losses to those principal balance certificates, funds available for distributions of principal to the principal balance certificates will be distributed to the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB certificates, pro rata, based on their respective certificate balances (and without regard to the Class A-AB scheduled principal balance).

  

3.Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB certificates: first, (i) up to an amount equal to, and pro rata based upon, the aggregate unreimbursed realized losses previously allocated to each such class, then (ii) interest on the amount set forth above at the pass-through rate for such class compounded monthly from the date the related realized loss was allocated to such class until the date such realized loss is reimbursed.

 

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 principal balance certificates with a higher priority (in this case, the Class A-1, Class A-2, Class A-3, Class A-4 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 first (a) up to an amount equal to the aggregate unreimbursed realized losses previously allocated to such class, then (b) up to an amount equal to all accrued and unpaid interest on the amount set forth above at the pass-through rate for such class compounded monthly from the date the related realized loss was allocated to such class until the date such realized loss is reimbursed.

 

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 principal balance certificates with a higher priority (in this case, the Class A-1, Class A-2, Class A-3, Class A-4, 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 first (a) up to an amount equal to the aggregate unreimbursed realized losses previously allocated to such class, then (b) up to an amount equal to all accrued and unpaid interest on the amount set forth above at the pass-through rate for such class compounded monthly from the date the related realized loss was allocated to such class until the date such realized loss is reimbursed.

 

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 a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-226082) (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, Citigroup Global Markets Inc., AmeriVet 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)

 

Distributions
(continued)
 

 

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 principal balance certificates with a higher priority (in this case, the Class A-1, Class A-2, Class A-3, Class A-4, 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 first (a) up to an amount equal to the aggregate unreimbursed realized losses previously allocated to such class, then (b) up to an amount equal to all accrued and unpaid interest on the amount set forth above at the pass-through rate for such class compounded monthly from the date the related realized loss was allocated to such class until the date such realized loss is reimbursed.

 

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 principal balance certificates with a higher priority (in this case, the Class A-1, Class A-2, Class A-3, Class A-4, 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 first (a) up to an amount equal to the aggregate unreimbursed realized losses previously allocated to such class, then (b) up to an amount equal to all accrued and unpaid interest on the amount set forth above at the pass-through rate for such class compounded monthly from the date the related realized loss was allocated to such class until the date such realized loss is reimbursed.

 

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 principal balance certificates with a higher priority (in this case, the Class A-1, Class A-2, Class A-3, Class A-4, 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 first (a) up to an amount equal to the aggregate unreimbursed realized losses previously allocated to such class, then (b) up to an amount equal to all accrued and unpaid interest on the amount set forth above at the pass-through rate for such class compounded monthly from the date the related realized loss was allocated to such class until the date such realized loss is reimbursed.

 

9.After Class A-1, Class A-2, Class A-3, Class A-4, 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 principal balance certificates will be used to pay interest and principal and to reimburse any unreimbursed losses to the Class F, Class G-RR and Class H-RR 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 LossesThe certificate balances of the principal balance certificates and the VRR Interest 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 each class of principal balance certificates or the VRR Interest, or as applicable, on such Distribution Date. On each Distribution Date, the Non-VRR Percentage of any such loss realized on the mortgage loans will be applied to the principal balance certificates in the following order, in each case until the related certificate balance is reduced to zero: first, to the Class H-RR certificates, then to the Class G-RR certificates; then, to the Class F certificates; then, to the Class E certificates; then, to the Class D certificates; then, to the Class C certificates; then, to the Class B certificates; then, to the Class A-S certificates, and, finally pro rata, to the Class A-1, Class A-2, Class A-3, Class A-4 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 Class X certificates resulting from allocations of losses realized on the mortgage loans.

 

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 a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-226082) (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, Citigroup Global Markets Inc., AmeriVet 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)

 

Prepayment Premiums

and Yield Maintenance

 
ChargesOn each Distribution Date, the VRR 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 VRR Interest Owners. On each Distribution Date, the Non-VRR 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-4, 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, Class D and Class E 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 “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-4, Class A-AB, Class A-S, Class B, Class C, Class D and Class E 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 F, Class G-RR, Class H-RR, Class S 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-4, Class A-AB, Class A-S, Class B, Class C, Class D and Class E certificates have been reduced to zero, all prepayment premiums and yield maintenance charges allocated to the Non-VRR certificates 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.

  

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 a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-226082) (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, Citigroup Global Markets Inc., AmeriVet 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.

 

19

 

 

STRUCTURAL OVERVIEW (continued)

 

Non-Serviced Loans The 101 California Street, 365 Bond, Tulsa Office Portfolio and Soho Beach House mortgage loans are referred to in this Term Sheet as “non-serviced loans”. The 57 East 11th Street mortgage loan will become a “non-serviced loan” upon the securitization of the 57 East 11th Street controlling companion loan. 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 “Whole 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.
  
AdvancesThe 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.
  
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 Non-VRR 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 Non-VRR certificates then outstanding (i.e., first, to the Class H-RR certificates, then to the Class G-RR 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-4, 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 AppraisalsAppraisals (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 nine 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 LoansThere 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.

  

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 a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-226082) (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, Citigroup Global Markets Inc., AmeriVet 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)

 

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 (solely for the purposes of this calculation, if such right is being exercised after April 2029 and the Moffett Towers II Building V mortgage loan is still an asset of the issuing entity, then such mortgage loan will be excluded from the then-aggregate principal balance of the pool of mortgage loans and from the aggregate principal balance of the 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.

 

If the aggregate certificate balances and notional amounts of all certificates senior to the Class F 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 RR Interest, the issuing entity could also be terminated in connection with an exchange of all the then-outstanding certificates (excluding the Class S and Class R certificates) and the RR Interest for the mortgage loans and each REO property remaining in the issuing entity.

  

Directing Holder /  

Controlling Class

 
RepresentativeThe “Directing Holder” will be
  
 

(a) with respect to any serviced mortgage loan (other than the 57 East 11th Street and Moffett Towers II Building V mortgage loans) and any related serviced companion loan, the Controlling Class Representative;

(b) with respect to the 57 East 11th Street whole loan, (i) until the securitization of the 57 East 11th Street controlling companion loan, the holder of the 57 East 11th Street controlling companion loan, and (ii) upon the securitization of the 57 East 11th Street controlling companion loan, the controlling class representative or other directing holder (or equivalent) under such securitization;

(c) with respect to the Moffett Towers II Building V whole loan, (i) until the aggregate outstanding principal balance of the subordinate companion loans evidenced by note C-1 and note C-2 (taking into account any appraisal reduction amounts or realized losses allocated to such subordinate companion loans) is less than 25% of the aggregate initial principal balance of such subordinate companion loans (a “Moffett Towers II Building V junior subordinate companion loan control appraisal period”), the holder of the majority (by principal balance) of such subordinate companion loans, (ii) during the continuance of a Moffett Towers II Building V junior subordinate companion loan control appraisal period, and until the outstanding principal balance of the subordinate companion loans evidenced by note B-1 and note B-2 (taking into account any appraisal reduction amounts or realized losses allocated to such subordinate companion loans) is less than 25% of the aggregate initial principal balance of such subordinate companion loans (a “Moffett Towers II Building V senior subordinate companion loan control appraisal period”), the holder of the majority (by principal balance) of such subordinate companion loans, and (iii) during the continuance of a Moffett Towers II Building V senior subordinate companion loan control appraisal period, the Controlling Class Representative.

The “Controlling Class Representative” will be the controlling class certificateholder (or its representative) selected by a majority of the controlling class certificateholders (by certificate principal balance). The controlling class is the most subordinate class of the Class F, Class G-RR and Class H-RR 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 F 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 LD II Holdco VII, LLC, or its affiliate, is expected to purchase the Class F, Class G-RR, Class H-RR and Class S certificates, and, on the Closing Date, is expected to appoint itself (or its affiliate) to be the initial Controlling Class Representative. LD II Holdco VII, LLC is directly or indirectly wholly owned by Prime Finance Long Duration (B-Piece) II, L.P. and by Prime Finance Long Duration (B-Piece) II (Parallel Entity), L.P., each a Delaware limited partnership.

The initial Directing Holder for the Moffett Towers II Building V whole loan is anticipated to be Hanwha Debt Strategy Private Real Estate Fund 21-2, which is anticipated to be the holder of the related subordinate companion loans.

  

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 a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-226082) (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, Citigroup Global Markets Inc., AmeriVet 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)

 

Control/Consultation

 
RightsThe Directing Holder will have 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. For so long as a Control Termination Event exists, but no Consultation Termination Event exists, the Directing Holder will have consultation rights with respect to certain major decisions (including with respect to assumptions, waivers, loan modifications and workouts).
  
 

A “Control Termination Event” will occur (a) with respect to any serviced mortgage loan (other than the 57 East 11th Street mortgage loan and the Moffett Towers II Building V mortgage loan) and any related serviced companion loan, when the Class F 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, and (b) with respect to the Moffett Towers II Building V whole loan, during the continuance of both the event described in clause (a) above and a Moffett Towers II Building V senior subordinate companion loan control appraisal period. 

No Control Termination Event may occur with respect to the controlling holder related to the 57 East 11th Street whole loan and the term Control Termination Event will not be applicable to the controlling holder related to the 57 East 11th Street whole loan.

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 (other than the 57 East 11th Street mortgage loan and the Moffett Towers II Building V mortgage loan) 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 (other than the 57 East 11th Street mortgage loan and the Moffett Towers II Building V mortgage loan) 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 (a) with respect to any serviced mortgage loan (other than the 57 East 11th Street mortgage loan and the Moffett Towers II Building V mortgage loan) and any related serviced companion loan, when the Class F 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, and (b) with respect to the Moffett Towers II Building V whole loan, during the continuance of both the event described in clause (a) above and a Moffett Towers II Building V senior subordinate companion loan control appraisal period.

No Consultation Termination Event may occur with respect to the controlling holder related to the 57 East 11th Street whole loan and the term Consultation Termination Event will not be applicable to the controlling holder related to the 57 East 11th Street whole loan.

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 co-lender agreement, and as described under “Description of the Mortgage Pool—The Whole Loans” in the Preliminary Prospectus. 

  
Risk Retention 
Consultation PartiesEach VRR Interest Owner will have the right to appoint a risk retention consultation party. Except with respect to an excluded loan as to such parties, each risk retention consultation party will be entitled to consult with the special servicer with respect to certain material servicing actions.

  

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 a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-226082) (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, Citigroup Global Markets Inc., AmeriVet 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 LoansEach 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 referred to as a “serviced whole loan” or “serviced companion loan” at any time that the Controlling PSA is the GSMS 2019-GC39 pooling and servicing agreement (referred to as the “GSMS 2019-GC39 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 2019-GC39 PSA.  See “Whole 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.

 

  101 California Street  Note  Control  Original Balance  Note Holder
     A-1  Yes  $245,250,000   CALI 2019-101C
     A-2  No  41,750,000   CALI 2019-101C
     A-3  No  77,500,000   GSMS 2019-GC39
     A-4  No  50,000,000   GSMC(1)
     A-5  No  22,500,000   GSMC(1)
     A-6  No  25,000,000   JPMCB(2)
     A-7  No  25,000,000   JPMCB(2)
     A-8  No  20,000,000   BMARK 2019-B10
     A-9  No  20,000,000   BMARK 2019-B10
     B-1  No  171,000,000   CALI 2019-101C
     B-2  No  57,000,000   CALI 2019-101C
  Total        $755,000,000    

  

 

(1)Held by GSMC and anticipated to be contributed to one or more future securitization trusts.

(2)Held by JPMCB and anticipated to be contributed to one or more future securitization trusts.

 

  59 Maiden Lane  Note  Control  Original Balance  Note Holder
     A-1  Yes  $75,000,000   GSMS 2019-GC39
     A-2  No  75,000,000   CREFI(1)
     A-3  No  50,000,000   CREFI(1)
  Total        $200,000,000    

 

 

(1)Held by CREFI and anticipated to be contributed to one or more future securitization trusts.

 

 

Moffett Towers II Building V 

 

Note 

 

Control 

 

Original Balance 

 

Note Holder 

     A-1  No  $42,500,000   DBNY(1)
     A-2  No  65,000,000   GSMS 2019-GC39
     A-3  No  50,000,000   GSBI(2)
     A-4  No  12,500,000   GSBI(2)
     B-1  No  63,750,000   (3)
     B-2  No  21,250,000   (3)
     C-1  Yes(4)  30,000,000   (3)
     C-2  Yes(4)  10,000,000   (3)
  Total        $295,000,000    

 

 

(1)Held by DBNY and anticipated to be contributed to one or more future securitization trusts.

(2)Held by GSBI and anticipated to be contributed to one or more future securitization trusts.

(3)The Moffett Towers II Building V Senior Subordinate Loans and the Moffett Towers II Building V Junior Subordinate Loans were sold to an unrelated third party.

(4)The initial controlling noteholder is the holder or holders of a majority of the Moffett Towers II Building V Junior Subordinate Loans (by principal balance).

 

  Albertsons Industrial – PA  Note  Control  Original Balance  Note Holder
     A-1  Yes  $61,732,500   GSMS 2019-GC39
     A-2  No  15,000,000   GSMS 2019-GC38
  Total        $76,732,500    

 

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 a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-226082) (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, Citigroup Global Markets Inc., AmeriVet 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)

 

  Waterford Lakes Town Center  Note  Control  Original Balance  Note Holder
     A-1-A  Yes  $55,000,000   GSMS 2019-GC39
     A-1-B  No  35,000,000   GSBI(1)
     A-2-A  No  45,000,000   BANA(2)
     A-2-B  No  45,000,000   BANA(2)
  Total        $180,000,000    

 

 

(1)Held by GSBI and anticipated to be contributed to one or more future securitization trusts.

(2)Held by BANA and anticipated to be contributed to one or more future securitization trusts.

 

  Arbor Hotel Portfolio  Note  Control  Original Balance  Note Holder
     A-1  Yes  $50,000,000   GSMS 2019-GC39
     A-2  No  $50,000,000   CREFI(1)
  Total        $100,000,000    

 

 

(1)Held by CREFI and anticipated to be contributed to one or more future securitization trusts.

 

  365 Bond  Note  Control  Original Balance  Note Holder
     A-1  Yes  $65,000,000   GSMS 2019-GC38
     A-2  No  45,000,000   GSMS 2019-GC39
  Total        $110,000,000    

 

  Lakeside Apartments  Note  Control  Original Balance  Note Holder
     A-1  Yes  $35,000,000   GSMS 2019-GC39
     A-2  No  35,000,000   CREFI(1)
  Total        $70,000,000    

 

 

(1)Held by CREFI and anticipated to be contributed to one or more future securitization trusts.

 

  Tulsa Office Portfolio  Note  Control  Original Balance  Note Holder
     A-1  Yes  28,675,000   BMARK 2019-B10
     A-2  No  20,000,000   GSMS 2019-GC39
  Total        $48,675,000    

 

  Soho Beach House  Note  Control  Original Balance  Note Holder
     A-1  Yes  40,000,000   BMARK 2019-B10
     A-2  No  15,000,000   GSMS 2019-GC39
  Total        $55,000,000    

 

  57 East 11th Street  Note  Control  Original Balance  Note Holder
     A-1  No  15,000,000   GSMS 2019-GC39
     A-2  Yes  20,000,000   CREFI(1)
     A-3  No  20,000,000   CREFI(1)
  Total        $55,000,000    

 

 

(1)Held by CREFI and anticipated 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 a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-226082) (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, Citigroup Global Markets Inc., AmeriVet 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 StandardEach 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 2019-GC39 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 RR 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 RR 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 certificates (other than the Class S and 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 class 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 as described above or the asset representations reviewer as 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). 

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 RR 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 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) of all certificates (other than the Class X, Class S and Class R certificates) on an aggregate basis, and (ii) consist of at least 3 certificateholders or certificate owners 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 a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-226082) (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, Citigroup Global Markets Inc., AmeriVet 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.

 

25

 

 

STRUCTURAL OVERVIEW (continued)

 

Servicing CompensationModification Fees: With respect to the serviced mortgage loans and serviced whole loans 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 the special servicer. Within any prior 12 month period, all excess modification fees earned by the master servicer or by the 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 serviced 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, the RR 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, the RR 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 a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-226082) (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, Citigroup Global Markets Inc., AmeriVet 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

 

 

STRUCTURAL OVERVIEW (continued)

 

Asset Representations

 
ReviewerThe 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) 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 and the asset representations reviewer of such request by posting such notice on its internet website, and by mailing such notice to all certificateholders 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 
ProvisionsEach 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 sold to the depositor by such mortgage loan seller and such 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 related mortgage loan seller with respect to the repurchase request and the initial requesting holder, if any, or any other certificateholder or certificate 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 or certificate 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 or certificate 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 related 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 related mortgage loan seller that settles such 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 WebsiteThe 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 a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-226082) (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, Citigroup Global Markets Inc., AmeriVet 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.

 

27

 

 

CERTAIN DEFINITIONS

 

ADR”: 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 four months prior to the origination date of the related mortgage loan. The appraisals for certain of the mortgaged properties state a “prospective value upon stabilization”, “prospective market value at completion”, 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 a mortgage loan secured by the portfolio of mortgaged properties, the Appraised Value represents the “as-is” value for the portfolio of mortgaged properties as a collective whole, which may be higher than the aggregate of the “as-is” appraised value of the individual mortgaged properties. For purposes of calculating the Maturity Date/ARD LTV Ratio for certain mortgage loans, the “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/ARD 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 S, Class R or Class X certificates) that has an outstanding certificate balance, as may be notionally reduced by any appraisal reduction amounts and collateral deficiency amounts allocated to that class of certificates, equal to or greater than 25% of an amount equal to the initial certificate balance of that class of certificates minus all principal payments made on such class of certificates.

 

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 a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-226082) (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, Citigroup Global Markets Inc., AmeriVet 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

 

 

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 Hard 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 a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-226082) (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, Citigroup Global Markets Inc., AmeriVet 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

 

 

101 CALIFORNIA STREET

 

 

 

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 a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-226082) (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, Citigroup Global Markets Inc., AmeriVet 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.

 

30

 

 

101 CALIFORNIA STREET

 

 

 

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 a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-226082) (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, Citigroup Global Markets Inc., AmeriVet 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.

 

31

 

 

101 CALIFORNIA STREET

 

 

 

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 a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-226082) (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, Citigroup Global Markets Inc., AmeriVet 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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101 CALIFORNIA STREET

 

 

Mortgaged Property Information   Mortgage Loan Information
Number of Mortgaged Properties 1   Loan Seller   GSMC
Location (City/State) San Francisco, California   Cut-off Date Principal Balance(3)   $77,500,000
Property Type Office   Cut-off Date Principal Balance per SF(2)   $421.10
Size (SF) 1,251,483   Percentage of Initial Pool Balance   9.7%
Total Occupancy as of 12/31/2018(1) 92.1%   Number of Related Mortgage Loans   None
Owned Occupancy as of 12/31/2018(1) 92.1%   Type of Security   Fee Simple
Year Built / Latest Renovation 1983 / 2004   Mortgage Rate   3.85000000%
Appraised Value $1,466,000,000   Original Term to Maturity (Months)   120
      Original Amortization Term (Months)   NAP
      Original Interest Only Period (Months)   120
         
Underwritten Revenues $98,039,071        
Underwritten Expenses $30,562,252   Escrows(4)
Underwritten Net Operating Income (NOI) $67,476,820     Upfront Monthly
Underwritten Net Cash Flow (NCF) $66,241,788   Taxes $0 $0
Cut-off Date LTV Ratio(2) 35.9%   Insurance $0 $0
Maturity Date LTV Ratio(2) 35.9%   Replacement Reserves $0 $0
DSCR Based on Underwritten NOI / NCF(2)  3.28x / 3.22x   TI/LC $0 $0
Debt Yield Based on Underwritten NOI / NCF(2)  12.8% / 12.6%   Other $20,474,821 $0
             
Sources and Uses  
Sources $ %   Uses $ %
Whole Loan Amount $755,000,000 100.0%   Refinance Existing Debt Principal Balance $496,367,751  65.7%
      Borrower Principals Equity Distribution 221,554,352 29.3  
      Prepayment Penalty 13,621,233 1.8
      Unfunded Obligations Reserve 10,474,821 1.4
      Cooley Reserve 10,000,000 1.3
      Origination Closing Costs 2,192,584 0.3
      Prepaid Stub Interest 789,258 0.1
           
Total Sources $755,000,000 100.0%   Total Uses $755,000,000 100.0%
                   
 
(1)Total Occupancy and Owned Occupancy of 92.1% assumes one tenant, Kasowitz LLP, is in occupancy of Suite 3000 (8,375 SF, $68.00 per SF). Kasowitz LLP is currently in occupancy of Suite 2300 (25,663 SF, $43.71 per SF) (excluded from underwriting) and is anticipated to move to Suite 3000. Kasowitz LLP has a lease out for signature for Suite 3000 but has not yet taken occupancy or begun paying rent. Kasowitz LLP is anticipated to take occupancy and begin paying rent in July 2019. We cannot assure you that this tenant will take occupancy or pay rent as anticipated or at all.

(2)Calculated based on the aggregate outstanding principal balance of the 101 California Street Senior Loans and excludes the 101 California Street Subordinate Loans unless otherwise specified. See “—The Mortgage Loan” below.

(3)The 101 California Street Loan consists of the non-controlling Note A-3 and is part of the 101 California Street Whole Loan evidenced by nine senior pari passu notes and two subordinate notes, with an aggregate outstanding principal balance as of the Cut-off Date of $755.0 million. For additional information, see “—The Mortgage Loan” below.

(4)See “—Escrows” below.

 

The Mortgage Loan. The mortgage loan (the “101 California Street Loan”) is part of a whole loan (the “101 California Street Whole Loan”) consisting of nine senior pari passu promissory notes (note A-1, note A-2, note A-3, note A-4, note A-5, note A-6, note A-7, note A-8 and note A-9) with an aggregate original principal balance of $527,000,000 (the “101 California Street Senior Loans”) and two subordinate pari passu promissory notes (note B-1 and note B-2) with an aggregate original principal balance of $228,000,000 (the “101 California Street Subordinate Loans”). The 101 California Street Whole Loan has an aggregate original principal balance of $755,000,000 and is secured by a first mortgage encumbering the borrower’s fee simple interest in an office property with retail components in San Francisco, California (the “101 California Street Property”). The 101 California Street Loan, which will be included in the GSMS 2019-GC39 securitization transaction, is evidenced by the non-controlling note A-3, has an outstanding principal balance as of the Cut-off Date of $77,500,000 and represents approximately 9.7% of the Initial Pool Balance.

 

The 101 California Street Whole Loan was co-originated by Goldman Sachs Mortgage Company (“GSMC”) and JPMorgan Chase Bank, National Association (“JPMCB”) on February 25, 2019. The controlling note A-1, as well as note A-2 and the 101 California Street Subordinate Loans, are included in the CALI 2019-101C securitization transaction. The other note holders are set forth below.

 

The 101 California Street Senior Loans (including the 101 California Street Loan) have an interest rate of 3.85000000% per annum and the 101 California Street Subordinate Loans have an interest rate of 4.94773026% per annum, resulting in a weighted average interest rate of approximately 4.181499999% per annum on the 101 California Street Whole Loan. The borrower utilized the proceeds of the 101 California Street Whole Loan to refinance existing debt on the 101 California Street Property, pay the prepayment penalty on existing debt, pay origination costs, fund reserves and return equity to the borrower sponsor.

 

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 a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-226082) (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, Citigroup Global Markets Inc., AmeriVet 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

 

 

101 CALIFORNIA STREET

 

The 101 California Street Whole Loan had an initial term of 120 months and has a remaining term of 118 months as of the Cut-off Date. The 101 California Street Whole Loan requires interest only payments during its term. The scheduled maturity date of the 101 California Street Whole Loan is the due date in March 2029. The 101 California Street Whole Loan may be voluntarily prepaid in whole (but not in part) beginning on the earlier of (i) the due date in March 2022 and (ii) the first due date following the second anniversary of the last securitization of a note comprising part of the 101 California Street Whole Loan. Any voluntary prepayments prior to September 6, 2028 require a yield maintenance premium.

 

The table below summarizes the promissory notes that comprise the 101 California Street Whole Loan. The relationship between the holders of the 101 California Street Whole Loan is governed by a co-lender agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced AB Whole Loans—The 101 California Street Whole Loan” in the Preliminary Prospectus.

 

Note

Original Balance

Cut-off Date Balance

Note Holder(s)

Controlling Piece

 
 
Note A-1 $245,250,000 $245,250,000 CALI 2019-101C Yes  
Note A-2 41,750,000 41,750,000 CALI 2019-101C No  
Note A-3 77,500,000 77,500,000 GSMS 2019-GC39 No  
Note A-4 50,000,000 50,000,000 GSMC(1) No  
Note A-5 22,500,000 22,500,000 GSMC(1) No  
Note A-6 25,000,000 25,000,000 JPMCB(1) No  
Note A-7 25,000,000 25,000,000 JPMCB(1) No  
Note A-8 20,000,000 20,000,000 BMARK 2019-B10 No  
Note A-9 20,000,000 20,000,000 BMARK 2019-B10 No  
Note B-1 171,000,000 171,000,000 CALI 2019-101C No  
Note B-2

57,000,000

57,000,000      

CALI 2019-101C No  
Total $755,000,000 $755,000,000      

 

 

(1)Expected to be contributed to one or more future securitization transactions.

 

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 a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-226082) (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, Citigroup Global Markets Inc., AmeriVet 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

 

 

101 CALIFORNIA STREET

 

The 101 California Street total debt capital structure is shown below:

 

101 California Street Total Debt Capital Structure

 

 

 

 

(1)The initial weighted average interest rate of the notes comprising the 101 California Street Whole Loan is approximately 4.181499999%. The interest rate on the 101 California Street Whole Loan as of any date of determination will be the weighted average interest rate of the notes comprising the 101 California Street Whole Loan.

(2)Based on the appraised value of $1,466,000,000 as of November 13, 2018.

(3)Based on the UW NOI of $67,476,820 and the UW NCF of $66,241,788.

(4)Note A-4 and Note A-5 are currently held by GSMC and expected to be contributed to one or more future securitization transactions.

(5)Notes A-6 and A-7 are currently held by JPMCB and expected to be contributed to one or more future securitization transactions.

(6)Based on the appraised value of $1,466,000,000, the Implied Borrower Sponsor Equity is $711,000,000.

 

The Mortgaged Property. The 101 California Street Property consists of a 48-story high-rise office tower, a seven-story annex building of approximately 200,000 SF, a two-story subterranean parking garage and approximately 23,000 SF of retail space. The 101 California Street Property was originally constructed in 1983 and was renovated in 2004. The 101 California Street Property features views of the San Francisco Bay, Golden Gate and Bay Bridges, Financial District and Marin Headlands, as well as on-site amenities, which include an atrium lobby, Michael Mina’s PABU Izakaya (Japanese restaurant), an outdoor plaza, on-site parking, locker and shower facilities, bike storage, complimentary bike rental, on-site dry cleaners and various restaurant options. The top five tenants by NRA at the 101 California Street Property are: Merrill Lynch (S&P: A-; Fitch: A+; MIS: A3), Cooley LLP (Am Law 200) (who is anticipated to vacate at lease expiry in December 2020), Morgan Stanley (S&P: BBB+; Fitch: A; MIS: A3), Deutsche Bank (S&P: BBB+; MIS: A3), and Winston & Strawn (Am Law 200), which in aggregate account for approximately 35.0% of NRA and approximately 33.9% of underwritten total rent.

 

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 a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-226082) (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, Citigroup Global Markets Inc., AmeriVet 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.

 

35

 

 

101 CALIFORNIA STREET

 

The 101 California Street Property is located in the financial district of San Francisco, at the intersection of California Street and the Market Street Corridor. The 101 California Street Property is positioned near major transportation arteries and public transportation options including Bay Area Rapid Transit, light rail and the Transbay Terminal. As of December 31, 2018, the 101 California Street Property has an underwritten occupancy of 92.1%. The 101 California Street Property has averaged 91.8% occupancy since 1985.

 

The following table presents certain information relating to the major tenants (of which, certain tenants may have co-tenancy provisions) at the 101 California Street 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(2)

% of Total UW Base Rent

UW Base Rent
$ per SF

Lease Expiration

Renewal / Extension Options

Merrill Lynch(3) A+/A3/A- 121,986 9.7% $5,176,598 8.5% $42.44 10/31/2022 2, 5-year options
Cooley LLP(4) NR/NR/NR 112,305 9.0 4,935,315 8.1 43.95 12/31/2020 1, 5-year option
Morgan Stanley(5) A/A3/BBB+ 91,068 7.3 3,526,153 5.8 38.72 1/31/2028 2, 5-year options
Paul Hastings(6) NR / NR / NR 41,508 3.3 3,190,887 5.2 76.87 8/19/2027 2, 5-year options
Deutsche Bank(7) NR / A3 / BBB+ 60,311 4.8 3,124,148 5.1 51.80 12/31/2024 2, 5-year options
Winston & Strawn NR / NR / NR 52,235 4.2 2,611,750 4.3 50.00 10/31/2024 1, 5-year option
Venable NR / NR / NR 38,317 3.1 2,337,404 3.8 61.00 11/14/2027 2, 5-year options
Costar Group NR / NR / NR 24,582 2.0 1,936,708 3.2 78.79 5/17/2025 2, 5-year options
Jefferies BBB / Ba1 / BBB- 29,469 2.4 1,890,554 3.1 64.15 7/19/2022 2, 5-year options
Balyasny NR / NR / NR

23,309   

1.9       

1,655,574   

2.7       

71.03   

7/31/2026 1, 5-year option
Largest Tenants   595,090 47.6% $30,385,091 50.0% $51.06    
Remaining Owned Tenants   558,089 44.6 30,437,721 50.0 54.54    
Vacant Spaces (Owned Space)  

98,304   

7.9       

0   

0.0       

0.00    

   
Totals / Wtd. Avg. Tenants   1,251,483 100.0% $60,822,812 100.0% $52.74    
                 
 
(1)Certain ratings are those of the parent company whether or not the parent guarantees the lease.

(2)UW Base Rent includes rent steps through March 31, 2020.

(3)Merrill Lynch has a one-time right to terminate the lease effective as of October 31, 2021, by giving written notice on or before October 31, 2020.

(4)Cooley LLP is anticipated to vacate at lease expiry in December 2020.

(5)Morgan Stanley has a one-time right to terminate the lease effective as of January 31, 2023, by giving written notice on or before February 1, 2022.

(6)Includes storage space (619 SF / $18,570 UW Base Rent).

(7)Deutsche Bank subleases approximately 8,989 SF to Raymond James at a base rent of approximately $65.56 PSF, expiring in December 2024.

 

The following table presents certain information relating to the lease rollover schedule at the 101 California Street Property based on initial lease expiration dates:

 

Lease Expiration Schedule(1)

 

Year Ending December 31,

 

Expiring Owned GLA(2)

 

% of Owned GLA

 

Cumulative % of Owned GLA

 

UW Base Rent(3)

 

% of Total UW Base Rent(4)

 

UW Base Rent $ per SF

 

# of Expiring Leases

MTM  0   0.0%  0.0%  $0   0.0%  $0.00   0 
2019  10,019   0.8   0.8%  396,290   0.7   39.55   3 
2020  217,760   17.4   18.2%  10,844,618   17.8   49.80   18 
2021  116,890   9.3   27.5%  6,627,854   10.9   56.70   17 
2022  219,980   17.6   45.1%  9,957,210   16.4   45.26   16 
2023  31,944   2.6   47.7%  1,856,575   3.1   58.12   6 
2024  193,557   15.5   63.1%  9,389,093   15.4   48.51   8 
2025  64,742   5.2   68.3%  4,553,973   7.5   70.34   4 
2026  61,748   4.9   73.2%  4,283,872   7.0   69.38   5 
2027  105,458   8.4   81.7%  7,051,157   11.6   66.86   5 
2028  116,701   9.3   91.0%  5,044,267   8.3   43.22   2 
2029  12,392   1.0   92.0%  712,540   1.2   57.50   1 
2030 & Thereafter  1,988   0.2   92.1%  105,364   0.2   53.00   1 
Vacant  98,304   7.9   100.0%  0   0.0   0.00   0 
Total / Wtd. Avg.  1,251,483   100.0%      $60,822,812   100.0%  $52.74   86 

 

 
(1)Calculated based on approximate square footage occupied by each Owned Tenant.

(2)Includes 23,280 SF of retail space.

(3)UW Base Rent includes rent steps through March 31, 2020.

(4)Total UW Base Rent consists of UW Base Rent plus reimbursements.

 

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 a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-226082) (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, Citigroup Global Markets Inc., AmeriVet 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.

 

36

 

 

101 CALIFORNIA STREET

 

The following table presents certain information relating to historical occupancy at the 101 California Street Property:

 

Historical Leased %(1)

 

2015

2016

2017

2018

79.9% 82.8% 89.0% 92.1%

 

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

 

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 101 California Street Property:

 

Cash Flow Analysis

 

  

2015

 

2016

 

2017

 

2018

 

Underwritten(1)

 

Underwritten
$ per SF

Base Rental Revenue(2)  $36,017,479   $41,015,186   $48,974,846   $53,202,219   $60,822,812   $48.60 
Contractual Rent Steps  0   0   0   0   2,294,441   1.83 
Overage / Percentage Rent  6,236   0   0   0   0   0.00 
Total Reimbursement Revenue  24,881,134   25,424,877   28,186,007   30,068,778   32,642,890   26.08 
Market Revenue from Vacant Units  0   0   0   0   8,109,093   6.48 
Parking Revenue  1,998,158   2,036,959   1,921,040   1,972,754   1,972,754   1.58 
Other Revenue  567,679   358,480   347,034   306,174   306,174   0.24 
Gross Revenue  $63,470,686   $68,835,502   $79,428,927   $85,549,925   $106,148,164   $84.82 
Vacancy Loss  0   0   0   0   (8,109,093)  (6.48)
Credit Loss  0   0   0   0   0   0.00 
Effective Gross Revenue  $63,470,686   $68,835,502   $79,428,927   $85,549,925   $98,039,071   $78.34 
Real Estate Taxes  11,039,852   10,594,840   11,468,841   11,648,498   14,689,773   11.74 
Insurance  2,591,587   2,414,709   2,302,478   2,248,392   2,407,988   1.92 
Utilities  1,766,229   1,797,635   1,822,823   1,856,803   1,856,803   1.48 
Repairs & Maintenance  1,615,718   1,922,065   2,026,013   1,683,471   1,683,471   1.35 
Janitorial  3,485,885   3,592,113   3,780,953   4,047,888   4,047,888   3.23 
Management Fee  1,952,792   2,116,644   2,423,336   2,626,212   1,000,000   0.80 
Payroll (Office, Security, Maintenance)  3,479,091   3,623,912   3,610,305   3,684,934   3,684,934   2.94 
General and Administrative - Direct  529,580   520,230   466,838   280,600   280,600   0.22 
Other Expenses  991,387   953,239   865,470   910,795   910,795   0.73 
Total Operating Expenses  27,452,121   27,535,387   28,767,057   28,987,593   30,562,252   24.42 
Net Operating Income(3)  $36,018,565   $41,300,115   $50,661,870   $56,562,332   $67,476,820   $53.92 
Tenant Improvements  0   0   0   0   523,655   0.42 
Leasing Commissions  0   0   0   0   523,655   0.42 
Replacement Reserves  0   0   0   0   187,722   0.15 
Net Cash Flow  $36,018,565   $41,300,115   $50,661,870   $56,562,332   $66,241,788   $52.93 

 

 
(1)Underwritten cash flow based on annualized in-place rents as of December 31, 2018, with rent steps through March 31, 2020. See “Underwritten Cash Flow Assumptions” for more detail.

(2)Cooley LLP is anticipated to vacate at lease expiry in December 2020.

(3)Increase in Underwritten Net Operating Income is due to recent new leasing.

 

Appraisal. According to the appraisal, the 101 California Street Property had an “as-is” appraised value of $1,466,000,000 as of November 13, 2018.

 

Environmental Matters. According to a Phase I environmental report, dated November 16, 2018, there are no recognized environmental conditions or recommendations for further action at the 101 California Street 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 a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-226082) (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, Citigroup Global Markets Inc., AmeriVet 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.

 

37

 

 

101 CALIFORNIA STREET

 

Market Overview and Competition. According to the appraisal, in the first half of 2018, the San Francisco office market posted record high overall net absorption due to continued demand from tech companies of all sizes. In addition to strong leasing in the second quarter of 2018, sublease availabilities decreased from 1.4 million SF in 2017 to about 971,000 SF. With strong leasing activity and limited large blocks of available space, Class A asking rental rates increased over the prior year to record highs, while vacancy declined. The second quarter of 2018 brought delivery of 1.3 million SF of new office space, which was 100.0% preleased by tenants such as Facebook, Dropbox and Pinterest. The city-wide average asking rent rose to $72.30 per SF per year, up 3.1% ($2.14 per SF) year-over-year and also up 1.3% ($0.90 per SF), achieving a rental rate record high. Direct Class A average asking rent increased over the quarter (1.9%) and prior year (4.7%) to $77.36 per SF. All asking rents quoted are based on full-serviced gross leases.

 

The overall vacancy rate was 7.4%, down 1.0% from the prior year, and down 0.20% over the prior quarter. Vacancy in the San Francisco Central Business District was 8.7% while the non-Central Business District vacancy rate was 5.0%. Year-to-date leasing activity totaled more than 4.3 million SF in the second quarter of 2018, up 32.3% over the prior year’s mid-year leasing of nearly 3.3 million SF.

 

According to the appraisal, as of the first half of 2018, San Francisco had 3.4 million SF of office space under construction: 1.8 million SF in the South Financial District, one million SF in the Mission Bay submarket, and 583,000 SF in the Showplace Square/Potrero Hill submarket. As of November 2018, almost 3.1 million SF has been completed. In the second quarter of 2018, 1.3 million SF of new 100.0% leased office space was delivered, which included The Exchange at 16th Street (occupied by Dropbox), 181 Fremont Street (occupied by Facebook), 505 Brannan Street (occupied by Pinterest), and 100 Hooper (occupied by Adobe). New construction completions totaled 4.4 million SF in 2018, setting a single year record in San Francisco.

 

The following table presents certain information relating to the primary competition for the 101 California Street Property:

 

Comparable Office Set(1)

 

Property

Sale Date(2)

Year Built / Renovated

Total Area (SF)(3)

Sale Price / Valuation

Sale Price / Valuation PSF

Occupancy

NOI PSF

101 California Street 11/2018 1983 / 2004 1,251,483 $1,466,000,000 $1,171.41 92.1%(4) $53.92(5)
301 Howard Street 08/2018 1987 310,418 292,500,000 942.28 98     45.23 
235 Pine Street 06/2018 1990 153,871 129,000,000 838.36 89     44.01
270 Brannan Street 03/2018 2016 182,000 202,293,548 1,111.50 100       44.46
222 2nd Street 09/2017 2015 452,418 542,900,000 1,200.00 100       54.00
44 Montgomery Street 04/2017 1966 / 2015 635,567 475,400,000 747.99 78     29.17
505 Howard Street 12/2016 2013 291,032 350,000,000 1,202.62 100       52.92

1 Front Street

12/2016 1981

651,000

521,000,000

800.31

99    

36.01

Total / Weighted Average(6)     2,676,306 $424,563,758 $939.02 94% $41.37

 

 
(1)Source: Appraisal.

(2)The 101 California Street Property sale date represents the date of value per the appraisal.

(3)The total area (SF) of 101 California Street Property is based on the underwritten rent roll.

(4)Represents underwritten occupancy.

(5)Represents UW NOI per SF.

(6)Excludes the 101 California Street 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 a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-226082) (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, Citigroup Global Markets Inc., AmeriVet 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.

 

38

 

 

101 CALIFORNIA STREET

 

The Borrower. The borrower is Elm Property Venture LLC, a Delaware limited liability company. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 101 California Street Whole Loan. The borrower is indirectly owned by Hines Interests Limited Partnership (“Hines”), GIC (Realty) Private Limited (“GIC”) and an Asian Governmental Investor (together with Hines and GIC, the “Borrower Principals”).

 

Hines, founded in 1957, is a privately owned global real estate investment, development, and management firm. Hines has a presence in 207 cities, in 24 countries, and approximately $116.4 billion of assets under management – including approximately $64 billion for which Hines provides fiduciary investment management services and approximately $52.4 billion for which Hines provides third-party property-level services. The 101 California Street Whole Loan is non-recourse to the borrower (except for customary recourse carve-outs) and there is no non-recourse carve-out guarantor.

 

Escrows.   On the origination date, the borrower funded (i) an unfunded obligations reserve in the amount of $10,474,821 for unfunded tenant improvements and leasing commissions and free rent attributable to various tenants and (ii) a rollover reserve in the amount of $10,000,000 for tenant improvements, leasing commissions and other leasing costs to retenant the Cooley LLP space upon the expiration of the Cooley LLP lease.

 

On each due date during a 101 California Street Trigger Period, the borrower will be required to fund (i) a tax and insurance reserve in an amount equal to one-twelfth of the property taxes and insurance premiums that the lender reasonably estimates will be payable during the next ensuing 12 months, unless in the case of insurance premiums, the borrower is maintaining a blanket policy and no event of default is continuing; (ii) a capital expenditures reserve in the amount of $20,859 (subject to an aggregate cap of $500,606); and (iii) a tenant improvements and leasing commissions reserve in the amount of $104,293 (subject to an aggregate cap of $2,503,030, excluding any amounts attributable to termination proceeds deposited in the tenant improvements and leasing commissions reserve account).

 

A “101 California Street Trigger Period” means each period (i) commencing when the debt yield (as calculated under the loan documents and taking into account any mezzanine indebtedness described below and the 101 California Street Whole Loan), determined as of the end of the last day of each of two consecutive fiscal quarters, is less than 6.00%, and ending when the debt yield (as calculated under the loan documents and taking into account any mezzanine indebtedness described below and the 101 California Street Whole Loan), determined as of the end of the last day of each of two consecutive fiscal quarters, is at least 6.00%, and (ii) commencing upon the borrower’s failure, after applicable notice periods, to deliver required annual, quarterly or monthly financial reports and ending when such financial reports are delivered and no other 101 California Street Trigger Period is ongoing.

 

Lockbox and Cash Management. The 101 California Street Whole Loan is structured with a hard lockbox and springing cash management. The borrower was required to deliver tenant direction letters instructing all tenants to deposit rents into a lender-controlled lockbox account. In addition, the borrower is required to cause all cash revenues relating to the 101 California Street Property and all other money received by the borrower or the property manager with respect to the 101 California Street Property (other than tenant security deposits) to be deposited into such lockbox account or a lender-controlled cash management account within two business days of receipt thereof. On each business day that no 101 California Street Trigger Period or event of default under the 101 California Street Whole Loan is continuing, all funds in the lockbox account are required to be swept into a borrower-controlled operating account. On each business day during a 101 California Street Trigger Period or during the continuance of an event of default under the 101 California Street Whole Loan, all funds in the lockbox account are required to be swept into the cash management account.

 

During the continuance of a 101 California Street Trigger Period or, at the lender’s discretion, during the continuance of an event of default under the 101 California Street Whole Loan, all amounts on deposit in the cash management account after payment of debt service, required reserves and budgeted operating expenses are required to be deposited into an excess cash flow reserve account as additional collateral for the 101 California Street Whole 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 a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-226082) (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, Citigroup Global Markets Inc., AmeriVet 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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101 CALIFORNIA STREET

 

Property Management. The 101 California Street Property is currently managed by Hines, which is also the 101 California Street borrower sponsor, pursuant to a management agreement. Under the related loan documents, the 101 California Street Property is required to be managed by Hines, Hines GS Properties, Inc., any other property manager affiliated with Hines or any other management company reasonably approved by the lender and with respect to which a Rating Agency Confirmation has been received. The lender has the right to replace, or require the borrower to replace, the property manager with a property manager selected by the borrower (or selected by the lender in the event of an event of default under the 101 California Street Whole Loan or following any foreclosure, conveyance in lieu of foreclosure or other similar transaction), subject to the lender’s reasonable approval (i) during the continuance of an event of default under the 101 California Street Whole Loan, (ii) following any foreclosure, conveyance in lieu of foreclosure or other similar transaction, (iii) during the continuance of a material default by the property manager under the management agreement (after the expiration of any applicable notice and/or cure periods) that would allow the borrower to terminate the management agreement, (iv) if the property manager files or is the subject of a petition in bankruptcy or (v) if a trustee or receiver is appointed for the property manager’s assets or the property manager makes an assignment for the benefit of its creditors or is adjudicated insolvent.

 

Mezzanine or Subordinate Secured Indebtedness.    The loan documents permit future mezzanine financing up to an amount of $130,000,000, subject to satisfaction of certain conditions, including, among others (i) execution of a customary-subordination and intercreditor agreement in form and substance reasonably acceptable to the lender, (ii) the mezzanine loan and the 101 California Street Whole Loan have a combined loan-to-value ratio (as calculated under the loan documents) of no greater than 51.5%, (iii) the debt yield (as calculated under the loan documents and taking into account the mezzanine loan and the 101 California Street Whole Loan) is at least 8.35% and (iv) receipt of a Rating Agency Confirmation. See “Description of the Mortgage Pool—Additional Indebtedness—Mezzanine Indebtedness” in the Preliminary Prospectus.

 

Terrorism Insurance. The borrower is required to maintain terrorism insurance in an amount equal to the full replacement cost of the 101 California Street Property, as well as 18 months of rental loss and/or business interruption coverage, together with a 12-month extended period of indemnity following restoration. If TRIPRA is no longer in effect, then the borrower’s requirement will be capped at insurance premiums equal to two times the amount of the insurance premium payable in respect of the property and business interruption/rental loss insurance required under the related loan documents. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” 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 a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-226082) (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, Citigroup Global Markets Inc., AmeriVet 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 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 a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-226082) (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, Citigroup Global Markets Inc., AmeriVet 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 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 a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-226082) (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, Citigroup Global Markets Inc., AmeriVet 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 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 a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-226082) (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, Citigroup Global Markets Inc., AmeriVet 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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Mortgaged Property Information   Mortgage Loan Information
Number of Mortgaged Properties 1   Loan Seller   CREFI
Location (City/State) New York, New York   Cut-off Date Balance(2)   $75,000,000
Property Type Office   Cut-off Date Principal Balance per SF(1)   $196.48
Size (SF) 1,017,913   Percentage of Initial Pool Balance   9.3%
Total Occupancy as of 12/24/2018 98.1%   Number of Related Mortgage Loans   None
Owned Occupancy as of 12/24/2018 98.1%   Type of Security   Fee Simple
Year Built / Latest Renovation 1965 / 2011   Mortgage Rate   3.9900%
Appraised Value $480,000,000   Original Term to Maturity (Months)   120
      Original Amortization Term (Months)   NAP
      Original Interest Only Period (Months) 120
       
       
Underwritten Revenues $50,166,869    
Underwritten Expenses $26,380,972   Escrows(3)
Underwritten Net Operating Income (NOI) $23,785,897     Upfront Monthly
Underwritten Net Cash Flow (NCF) $21,770,131   Taxes $4,650,281 $930,056
Cut-off Date LTV Ratio(1) 41.7%   Insurance $0 $0
Maturity Date LTV Ratio(1) 41.7%   Replacement Reserve $0 $0
DSCR Based on Underwritten NOI / NCF(1) 2.94x / 2.69x   TI/LC $0 $0
Debt Yield Based on Underwritten NOI / NCF(1) 11.9% / 10.9%   Other(4) $0