UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: May 8, 2023
(Date of earliest event reported)
Central Index Key Number of the issuing entity: 0001791183
Citigroup Commercial Mortgage Trust 2019-GC43
(exact name of the issuing entity as specified in its charter)
Central Index Key Number of the depositor: 0001258361
Citigroup Commercial Mortgage Securities Inc.
(exact name of the depositor as specified in its charter)
Citi Real Estate Funding Inc.
(Central Index Key Number: 0001701238)
Goldman Sachs Mortgage Company
(Central Index Key Number: 0001541502)
(Exact names of sponsors as specified in their respective charters)
New York the issuing entity) |
333-228597-03 (Commission File Number of the issuing entity) |
35-7258020 35-7258021 (I.R.S. Employer Identification Numbers) |
c/o Citibank, N.A.
as Certificate Administrator
388 Greenwich Street Trading, 4th Floor
New York, NY
(Address of principal executive offices of the issuing entity)
10013
(Zip Code)
Registrant’s telephone number, including area code:
(212) 816-5614
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
None |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
The 19100 Ridgewood mortgage loan and the 222 Kearny Street mortgage loan, each an asset of Citigroup Commercial Mortgage Trust 2019-GC43 (the “Issuing Entity”), are being serviced pursuant to the pooling and servicing agreement, dated as of September 1, 2019 (the “GSMS 2019-GC42 PSA”), by and among GS Mortgage Securities Corporation II, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, and Wells Fargo Bank, National Association, as trustee and as certificate administrator, which governs the issuance of the GS Mortgage Securities Trust 2019-GC42, Commercial Mortgage Pass-Through Certificates, Series 2019-GC42. The GSMS 2019-GC42 PSA was filed as Exhibit 4.5 to the Current Report on Form 8-K with respect to the Issuing Entity, dated November 13, 2019 under Commission File No. 333-228597-03.
Effective as of May 8, 2023, Midland Loan Services, a Division of PNC Bank, National Association has been terminated as special servicer under the GSMS 2019-GC42 PSA, and K-Star Asset Management LLC has been appointed to act as successor special servicer under the GSMS 2019-GC42 PSA. A copy of the related Special Servicer Acknowledgment and Assumption dated May 8, 2023 is attached hereto as Exhibit 20.1
Capitalized terms used but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement dated as of November 1, 2019 relating to the Issuing Entity, filed as Exhibit 4.1 to the Current Report on Form 8-K with respect to the Issuing Entity dated November 13, 2019 under Commission File No. 333-228597-03.
Item 9.01. |
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Financial Statements and Exhibits. |
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(d) |
Exhibits |
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Exhibit No. |
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Description |
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Exhibit 20.1 |
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Special Servicer Acknowledgment and Assumption, dated May 8, 2023 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Citigroup Commercial Mortgage Securities Inc.
(Depositor)
/s/ Richard Simpson
Richard Simpson, President
Date: May 8, 2023
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Special Servicer Acknowledgment and Assumption
May 8, 2023
To the Parties Set Forth on Schedule I, attached hereto
Re: Special Servicer Acknowledgment and Assumption: Pooling and Servicing Agreement dated as of September 1, 2019 for the GS Mortgage Securities Trust 2019-GC42, Commercial Mortgage Pass-Through Certificates, Series 2019-GC42
Dear Sir or Madam:
Reference is made to the (i) Pooling and Servicing Agreement dated and effective as of September 1, 2019, among GS Mortgage Securities Corporation II, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer (the “PSA”) and (ii) the Co-Lender Agreement, dated and effective as of August 9, 2019, by and between CITI REAL ESTATE FUNDING INC., in its capacities as Initial Note A-1 Holder, Initial Note A-2-1 Holder, Initial Note A-2-2 Holder and Initial Note A-3 Holder, with respect to the Northpoint Tower Mortgage Loan (the “Northpoint Tower Co-Lender Agreement”), the Agreement Between Noteholders, dated and effective as of September 27, 2019 by and among GOLDMAN SACHS BANK USA, in its capacities as Initial Note A-1 Holder, Initial Note A-2 Holder and Initial Note A-3 Holder, with respect to the 19100 Ridgewood Mortgage Loan (the “19100 Ridgewood Co-Lender Agreement”), the Co-Lender Agreement, dated and effective as of August 1, 2019, between CITI REAL ESTATE FUNDING INC., in its capacity as Note A-1 Holder and ARGENTIC REAL ESTATE FINANCE LLC, it its capacity as Note A-2 Holder, with respect to the Center of Excellence Mortgage Loan (the “Center of Excellence Co-Lender Agreement”), and the Agreement Between Noteholders, dated and effective as of September 27, 2019, by and among GOLDMAN SACHS BANK USA, in its capacities as Initial Note A-1 Holder and Initial Note A-2 Holder, with respect to the 222 Kearney Street Mortgage Loan (the “222 Kearney Street Co-Lender Agreement,” and together with the Northpoint Tower Co-Lender Agreement, the 19100 Ridgewood Co-Lender Agreement and the Center of Excellence Co-Lender Agreement, collectively, the “Co-Lender Agreements”). Capitalized terms used herein but undefined have the meanings given to them in the PSA and Co-Lender Agreements.
Pursuant to Sections 7.01(d) and 7.02 of the PSA, Section 7 of the Northpoint Tower Co-Lender Agreement, Section 5 of the 19100 Ridgewood Co-Lender Agreement and the 222 Kearney Street Co-Lender Agreement, and Section 15 of the Center of Excellence Co-Lender Agreement, K-Star Asset Management LLC (“K-Star”) hereby agrees with all the other parties to the PSA that K-Star shall serve as the Special Servicer under, and as defined in the PSA with regard to the Specially Serviced Mortgage Loans. K-Star hereby acknowledges and agrees that, as of May 8, 2023 (the “Effective Date”), it is and shall be a party to the PSA and bound thereby to the full extent indicated therein in the capacity of the Special Servicer with respect to the Specially Serviced Mortgage Loans, but shall have no liability with respect to any act or omission of any predecessor Special Servicer. K-Star hereby accepts all responsibilities, duties and liabilities of the Special Servicer and assumes the due and punctual performance and observance of each covenant
BUSINESS.30079865.1
and condition to be performed or observed by the Special Servicer under the PSA from and after the Effective Date. K-Star’s address for notices pursuant to Section 13.05 of the PSA is as follows:
K-Star Asset Management LLC
5949 Sherry Lane, Suite 950
Dallas, Texas 75225
Attention: Lindsey Wright
Email: Lindsey.Wright@KKR.com
As of the Effective Date, K-Star hereby:
(a) makes the representations and warranties provided for in Section 6.01 of the PSA mutatis mutandis with all references to “Agreement” in Section 6.01 of the PSA to include this Special Servicer Acknowledgment and Assumption (“Acknowledgment”) in addition to the PSA, except that it (i) is a Delaware limited liability company, and (ii) has executed this Acknowledgment in lieu of execution and delivery of the PSA per Section 6.01(b)(ii); and
(b) certifies that it satisfies all related qualifications set forth in the Co-Lender Agreements relating to the Serviced Companion Loans; and
(c) represents and warrants that, as of the Effective Date, it satisfies all of the eligibility requirements applicable to the Special Servicer set forth in the PSA and the Co-Lender Agreements and that all preconditions to the appointment of K-Star as Special Servicer have been satisfied.
For the sake of clarity, it is understood and agreed that the Non-Serviced Mortgage Loans are not covered by this Acknowledgment as such Non-Serviced Mortgage Loans are not serviced under the PSA and accordingly special servicing of those Non-Serviced Mortgage Loans is not transferring to K-Star.
[SIGNATURE PAGE FOLLOWS]
BUSINESS.30079865.1
K-STAR ASSET MANAGEMENT LLC, a Delaware limited liability company
By: /s/ Lindsey Wright
Name: Lindsey Wright
Title: President and Chief Executive Officer
[Signature Page to GSMS 2019-GC42 Acknowledgment and Assumption Agreement]
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Schedule I
Depositor:
GS Mortgage Securities Corporation II
200 West Street
New York, New York 10282
Attention: Scott Epperson
E-mail: scott.epperson@gs.com and gs-refgsecuritization@gs.com
with a copy to:
E-mail: gs-refglegal@gs.com
Master Servicer and Special Servicer:
Midland Loan Services, a Division of PNC Bank, National Association
10851 Mastin Street
Building 82, Suite 300
Overland Park, Kansas 66210
Attention: Executive Vice President – Division Head
Telecopy number: 1-888-706-3565
Email: NoticeAdmin@midlandls.com
with a copy to:
Stinson LLP
1201 Walnut Street
Suite 2900
Kansas City, Missouri 64106-2150
Fax Number: (816) 412-9338
Attention: Kenda K. Tomes
Email: kenda.tomes@stinson.com
Certificate Administrator and Trustee:
Wells Fargo Bank, National Association,
c/o Computershare Trust Company, National Association, as Agent
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Corporate Trust Services (CMBS) – GSMS 2019-GC42
with a copy to: cts.cmbs.bond.admin@wellsfargo.com,
and to trustadministrationgroup@wellsfargo.com
Operating Advisor and Asset Representations Reviewer:
Park Bridge Lender Services LLC
600 Third Avenue, 40th Floor
New York, New York 10016
Attention: GS 2019-GC42-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)
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BMARK 2019-B13– Other Depositor
Deutsche Mortgage & Asset Receiving Corporation
1 Columbus Circle
New York, New York 10019
Attention: Lainie Kaye
with a copy via email to:
cmbs.requests@db.com
BMARK 2019-B13– Other Master Servicer
Midland Loan Services, a Division of PNC Bank, National Association
10851 Mastin Street, Suite 700
Overland Park, Kansas 66210
Attention: Executive Vice President – Division Head
Facsimile: (888) 706-3565
with a copy to:
Stinson LLP
1201 Walnut Street, Suite 2900
Kansas City, Missouri 64106-2150
Attention: Kenda K. Tomes
Facsimile: (816) 412-9338
Email: kenda.tomes@stinson.com
BMARK 2019-B13– Other Special Servicer
CWCapital Asset Management LLC
7501 Wisconsin Avenue
Bethesda, Maryland 20814
Attention: Brian Hanson (Benchmark 2019-B13)
with a copy to: Email: CWCAMnoticesBenchmark2019-B13@cwcapital
and with a copy to:
CWCapital Asset Management LLC
7501 Wisconsin Avenue, Suite 500 West
Bethesda, Maryland 20814
Attention: Legal Department
BMARK 2019-B13– Other Operating Advisor and Asset Representations Reviewer
Park Bridge Lender Services LLC
600 Third Avenue, 40th Floor
New York, New York 10016
Attention: BMARK 2019-B13 – Surveillance Manager
with a copy sent contemporaneously via email to: cmbs.notices@parkbridgefinancial.com
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BMARK 2019-B13– Other Certificate Administrator and Trustee
Wells Fargo Bank, National Association,
c/o Computershare Trust Company, National Association, as Agent
9062 Old Annapolis Road
Columbia, Maryland 21045-1951
Attention: Corporate Trust Services (CMBS) – BMARK 2019-B13
with copies to:
cts.cmbs.bond.admin@wellsfargo.com; and
trustadministrationgroup@wellfargo.com
CGCMT 2019-GC43– Other Depositor
Citigroup Commercial Mortgage Securities Inc.
388 Greenwich Street, 6th Floor
New York, New York 10013
Attention: Richard Simpson
Fax number: (646) 328-2943
with a copy to:
Citigroup Commercial Mortgage Securities Inc.
390 Greenwich Street, 5th Floor
New York, New York 10013
Attention: Raul Orozco
Fax number: (347) 394-0898
with a copy to:
Citigroup Commercial Mortgage Securities Inc.
388 Greenwich Street, 17th Floor
New York, New York 10013
Attention: Ryan M. O’Connor
Fax number: (646) 862-8988
with electronic copies e-mailed to:
Richard Simpson at richard.simpson@citi.com and
Ryan M. O’Connor at ryan.m.oconnor@citi.com
CGCMT 2019-GC43– Other Master Servicer
Wells Fargo Bank, National Association,
Commercial Mortgage Servicing,
Three Wells Fargo,
401 South Tryon Street, 8th Floor
MAC D1050-084
Charlotte, North Carolina 28202
Attention: CGCMT 2018-C6 Asset Manager
Fax number: (704) 715-0036
Email: commercial.servicing@wellsfargo.com
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with a copy to:
Wells Fargo Bank, National Association
Legal Department
301 South College Street, TW-30, D1053-300
Charlotte, North Carolina 28202-6000
Attention: Commercial Mortgage Servicing Legal Support
Fax number: (704) 383-3663
with a copy to:
K&L Gates LLP
300 South Tryon Street, Suite 1000
Charlotte, North Carolina 28202
Attention: Stacy G. Ackermann
CGCMT 2019-GC43– Other Special Servicer
Rialto Capital Advisors, LLC,
Southeast Financial Center
200 S. Biscayne Blvd, Suite 3550
Miami, Florida 33131
Attention: Liat Heller, Jeff Krasnoff, Niral Shah and Adam Singer
Facsimile number: (305) 229-6425
E-mail: liat.heller@rialtocapital.com, niral.shah@rialtocapital.com, adam.singer@rialtocapital.com and jeff.krasnoff@rialtocapital.com
CGCMT 2019-GC43– Other Operating Advisor and Asset Representations Reviewer
Park Bridge Lender Services LLC
600 Third Avenue, 40th floor
New York, New York 10016
Attention: CGCMT 2019-GC43 – Surveillance Manager
with copies sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com
CGCMT 2019-GC43– Other Certificate Administrator
Citibank, N.A.
388 Greenwich Street
New York, New York 10013
Attention: Citibank Agency & Trust - CGCMT 2019-GC43
Fax number: (212) 816-5527
CGCMT 2019-GC43– Other Trustee
Wilmington Trust, National Association
1100 North Market Street
Wilmington, Delaware 19890
Attention: CMBS Trustee – CGCMT 2019-GC43
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Fax number: (302) 636-4140
Email: cmbstrustee@wilmingtontrust.com
GSMS 2019-GSA1– Other Depositor
GS Mortgage Securities Corporation II
200 West Street
New York, New York 10282
Attention: Scott Epperson
E-mail: scott.epperson@gs.com and gs-refgsecuritization@gs.com
with a copy to:
E-mail: gs-refglegal@gs.com
GSMS 2019-GSA1– Other Master Servicer
Midland Loan Services, a Division of PNC Bank, National Association
10851 Mastin Street
Building 82, Suite 300
Overland Park, Kansas 66210
Attention: Executive Vice President – Division Head
Telecopy number: 1-888-706-3565
Email: NoticeAdmin@midlandls.com
with a copy to:
Stinson LLP
1201 Walnut Street
Suite 2900
Kansas City, Missouri 64106-2150
Fax Number: (816) 412-9338
Attention: Kenda K. Tomes
Email: kenda.tomes@stinson.com
GSMS 2019-GSA1– Other Special Servicer
LNR Partners, LLC
1601 Washington Avenue, Suite 700
Miami Beach, Florida 33139
Attention: Heather Bennet and Job Warshaw
Facsimile number (305) 695-5601
E-mail: LNR.CMBS.Notices@lnrproperty.com, hbennet@lnrproperty.com and jwarshaw@lnrproperty.com
GSMS 2019-GSA1– Other Operating Advisor and Asset Representations Reviewer
Park Bridge Lender Services LLC
600 Third Avenue, 40th Floor
New York, New York 10016
Attention: GS 2019-GSA1-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)
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GSMS 2019-GSA1– Other Certificate Administrator and Trustee
Wells Fargo Bank, National Association
c/o Computershare Trust Company, National Association, as Agent
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Corporate Trust Services (CMBS) – GSMS 2019-GSA1
with a copy to: cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com
GSMS 2020-GC45– Other Depositor
GS Mortgage Securities Corporation II
200 West Street
New York, New York 10282
Attention: Scott Epperson
E-mail: scott.epperson@gs.com and gs-refgsecuritization@gs.com
with a copy to:
E-mail: gs-refglegal@gs.com
GSMS 2020-GC45– Other Master Servicer and General Special Servicer
Midland Loan Services, a Division of PNC Bank, National Association
10851 Mastin Street
Building 82, Suite 300
Overland Park, Kansas 66210
Attention: Executive Vice President – Division Head
Telecopy number: 1-888-706-3565
Email: NoticeAdmin@midlandls.com
with a copy to:
Stinson LLP
1201 Walnut Street
Suite 2900
Kansas City, Missouri 64106-2150
Fax Number: (816) 412-9338
Attention: Kenda K. Tomes
Email: kenda.tomes@stinson.com
GSMS 2020-GC45 – Starwood Special Servicer
CWCapital Asset Management LLC
7501 Wisconsin Avenue, Suite 500 West
Bethesda, Maryland 20814
Attention: Legal Department (GSMS 2020-GC45)
with a copy to:
Email: CWCAMnoticesGSMS2020-GC45@cwcapital.com
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GSMS 2020-GC45– Other Operating Advisor and Asset Representations Reviewer
Pentalpha Surveillance LLC
375 N. French Road, Suite 100
Amherst, New York 14228
Attention: GSMS 2020-GC45 Transaction Manager
With a copy sent via e-mail to: notices@pentalphasurveillance.com with
GSMS 2020-GC45 in the subject line
with a copy to:
Bass, Berry & Sims PLC
150 Third Avenue South
Suite 2800
Nashville, Tennessee 37201
Attention: Jay H. Knight
E-mail: jknight@bassberry.com
GSMS 2020-GC45– Other Certificate Administrator and Trustee
Wells Fargo Bank, National Association,
c/o Computershare Trust Company, National Association
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Corporate Trust Services (CMBS) – GSMS 2020-GC45
with a copy to: cts.cmbs.bond.admin@wellsfargo.com, and to
trustadministrationgroup@wellsfargo.com
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