Form 10-D GS Mortgage Securities For: Nov 14
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| UNITED STATES | |||||||||
| SECURITIES AND EXCHANGE COMMISSION | |||||||||
| Washington, D.C. 20549 |
| FORM 10-D |
| ASSET-BACKED ISSUER | |||||||||
| DISTRIBUTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF | |||||||||
| THE SECURITIES EXCHANGE ACT OF 1934 |
| For the monthly distribution period from | |||||||||
| October 14, 2022 to November 14, 2022 |
| Commission File Number of Issuing entity: | 333-191331-08 |
| Central Index Key Number of issuing entity: | 0001639694 |
| GS Mortgage Securities Trust 2015-GC30 | |||||||||
| (Exact name of issuing entity as specified in its charter) |
| Commission File Number of depositor: | 333-191331 |
| Central Index Key Number of depositor: | 0001004158 |
| GS Mortgage Securities Corporation II | |||||||||
| (Exact name of depositor as specified in its charter) |
| Central Index Key Number of sponsor (if applicable): | 0001541502 | ||||||||
| 0001541001 | |||||||||
| 0001558761 | |||||||||
| 0001682511 | |||||||||
| 0001576832 | |||||||||
| Goldman Sachs Mortgage Company | |||||||||
| Citigroup Global Markets Realty Corp. | |||||||||
| Cantor Commercial Real Estate Lending, L.P. | |||||||||
| Starwood Mortgage Funding I LLC | |||||||||
| MC-Five Mile Commercial Mortgage Finance LLC | |||||||||
| (Exact name of sponsor(s) as specified in its charters) |
| Leah Nivison (212) 902-1000 | |||||||||
| (Name and telephone number, including area code, of the person to contact in connection with this filing) |
| New York | |||||||||
| (State or other jurisdiction of incorporation or organization of the issuing entity) |
| 38-3970768 | |||||||||
| 38-3970769 | |||||||||
| (I.R.S. Employer Identification No.) |
| c/o U.S. Bank National Association | |||||||||
| 190 S. LaSalle Street, Chicago, IL | |||||||||
| Chicago, IL | |||||||||
| (Address of principal executive offices of issuing entity) |
| 60603 | |||||||||
| (Zip Code) |
| (312) 332-7530 | |||||||||
| (Telephone number, including area code) |
| Not Applicable | |||||||||
| (Former name, former address, if changed since last report) |
| Registered/reporting pursuant to (check one) |
| Name of exchange | |||||||||
| Title of Class | Section 12(b) | Section 12(g) | Section 15(d) | (If Section 12(b)) | |||||
| A-1 | ☐ | ☐ | ☒ | _______ | |||||
| A-2 | ☐ | ☐ | ☒ | _______ | |||||
| A-3 | ☐ | ☐ | ☒ | _______ | |||||
| A-4 | ☐ | ☐ | ☒ | _______ | |||||
| A-AB | ☐ | ☐ | ☒ | _______ | |||||
| X-A | ☐ | ☐ | ☒ | _______ | |||||
| X-B | ☐ | ☐ | ☒ | _______ | |||||
| A-S | ☐ | ☐ | ☒ | _______ | |||||
| B | ☐ | ☐ | ☒ | _______ | |||||
| PEZ | ☐ | ☐ | ☒ | _______ | |||||
| C | ☐ | ☐ | ☒ | _______ | |||||
| D | ☐ | ☐ | ☒ | _______ | |||||
| X-D | ☐ | ☐ | ☒ | _______ | |||||
| Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days? Yes ☒ No ☐ |
| PART I - DISTRIBUTION INFORMATION |
| Item 1. Distribution and Pool Performance Information. | |||||||||
| On November 14, 2022 a distribution was made to holders of the certificates issued by GS Mortgage Securities Trust 2015-GC30. The distribution report is attached as an Exhibit to this Form 10-D, please see item 9(b), Exhibit 99.1 for the related information. |
| No assets securitized by GS Mortgage Securities Corporation II (The "Depositor") and held by GS Mortgage Securities Trust 2015-GC30 were the subject of a demand to repurchase for breach of the representations and warranties contained in the underlying transaction documents during the distribution period from October 14, 2022 to November 14, 2022. |
| The Depositor has filed a Form ABS-15G on February 14, 2022. The CIK number of the Depositor is 0001004158. There is no new activity to report at this time. |
| Goldman Sachs Mortgage Company (GSMC), one of the sponsors, has filed a Form ABS-15G on November 14, 2022. The CIK number of GSMC is 0001541502. There is no new activity to report at this time. |
| Cantor Commercial Real Estate Lending L.P. (CCRE), one of the sponsors, has filed a Form ABS-15G on May 12, 2022. The CIK number of CCRE is 0001558761. There is no new activity to report at this time. |
| Citigroup Global Markets Realty Corp.(CGMRC), one of the sponsors, has filed a Form ABS-15G on February 11, 2022. The CIK number of CGMRC is 0001541001. There is no new activity to report at this time. |
| MC-Five Mile Commercial Mortgage Finance LLC (Five Mile), one of the sponsors, has filed a Form ABS-15G on February 16, 2021. The CIK number of Five Mile is 0001576832. There is no new activity to report at this time. |
| Starwood Mortgage Funding I LLC, one of the sponsors, has filed a Form ABS-15G on January 19, 2022. The CIK number of Starwood Mortgage Funding I LLC is 0001682511. There is no new activity to report at this time. |
| Reported Additional Debt: With respect to the Selig Office Portfolio Mortgage Loan, in accordance with the terms of the related loan agreement, the borrower issued a promissory note to Goldman Sachs Bank USA, dated December 29, 2020, evidencing a $34,100,000 loan that is secured by the related Mortgaged Property and is pari passu with the Selig Office Portfolio Mortgage Loan. |
| Item 1A. Asset-Level Information. | |||||||||
| Not applicable. |
| Item 1B. Asset Representations Reviewer and Investor Communication. | |||||||||
| Not applicable. |
| Item 2. Legal Proceedings. | |||||||||
| Disclosure from CWCapital Asset Management LLC, as Special Servicer | |||||||||
| LITIGATION UPDATE AS OF JULY 18, 2022 |
| On December 17, 2015, U.S. Bank National Association, the trustee under five pooling and servicing agreements for (i) Wachovia Bank Commercial Mortgage Trust 2007-C30, (ii) COBALT CMBS Commercial Trust 2007-C2, (iii) Wachovia Bank Commercial Mortgage Trust 2007-C31, (iv) ML-CFC Commercial Mortgage Trust 2007-5 and (v) ML-CFC Commercial Mortgage Trust 2007-6 commenced a proceeding with the Second Judicial District Court of Ramsey County, Minnesota (the “State Court”) for a declaratory judgment as to the proper allocation of certain proceeds (“Disputed Proceeds”) received by CWCAM in connection with the sale of the Peter Cooper Village and Stuyvesant Town property in New York, New York securing loans held by those trusts. CWCAM was the special servicer of such property. The petition requests the State Court to instruct the trustee, the trust beneficiaries, and any other interested parties as to the amount of the Disputed Proceeds, if any, that constitute penalty interest and/or the amount of the Disputed Proceeds, if any, that constitute gain-on-sale proceeds, with respect to each trust. On February 24, 2016, CWCAM made a limited appearance with the State Court to file a motion to dismiss this proceeding based on lack of jurisdiction, mootness, standing and forum non conveniens. On July 19, 2016, the State Court denied CWCAM’s motion to dismiss. On July 22, 2016, the action was removed to federal court in Minnesota (“Federal Court”). On October 21, 2016, the Federal Court held a hearing on the motion to transfer the action to the United States District Court for the Southern District of New York (“SDNY Court”), a motion to remand to state court and a motion to hear CWCAM’s request for reconsideration of the motion to dismiss. On March 14, 2017, the Federal Court reserved the determination on the motion to hear CWCAM’s request for reconsideration of the motion to dismiss, denied the motion to remand the matter to state court and granted the motion to transfer the proceeding to the SDNY Court. Cross motions for judgment on the pleadings were filed but the SDNY Court was unable to decide the case based on the pleadings and the SDNY Court ordered discovery. All fact discovery was completed in December, 2018 and expert discovery was completed on March 15, 2019. The parties submitted cross motions for summary judgment, and on March 19, 2020, the SDNY Court entered an opinion and order in which it granted summary judgment in CWCAM’s favor and held that CWCAM was entitled to the entire amount of penalty interest and that CWCAM’s determination of Yield Maintenance was correct. In the 127-page opinion, the SDNY Court found for CWCAM on every issue presented by the trustee’s petition, namely, that the funds in dispute constitute penalty interest and yield maintenance, not gain-on-sale proceeds, and that the amount of penalty interest and yield maintenance was correctly calculated. An appeal of the SDNY Court’s decision was taken on April 29, 2020. Oral argument on the appeal occurred on June 21, 2021. On July 14, 2022, the Second Circuit entered a decision affirming in part and reversing in part the SDNY Court’s decision, and remanding to the SDNY Court for further proceedings. The Second Circuit affirmed the SDNY’s Court holding that Penalty Interest and Yield Maintenance are paid before Gain-on-Sale Proceeds. The Second Circuit reversed and remanded for further proceedings that portion of the SDNY Court’s related to approximately $67.2 million in interest on advances. |
| On December 1, 2017, a complaint against CWCAM and others was filed in the United States District Court for the Southern District of New York styled as CWCapital Cobalt Vr Ltd. v. CWCapital Investments LLC, et al., No. 17-cv-9463 (the “Original Complaint”). The gravamen of the Original Complaint alleged breaches of a contract and fiduciary duties by CWCAM’s affiliate, CWCapital Investments LLC in its capacity as collateral manager for the collateralized debt obligation transaction involving CWCapital Cobalt Vr, Ltd. In total, there are 14 counts pled in the Original Complaint. Of those 14, 5 claims were asserted against CWCAM for aiding and abetting breach of fiduciary duty, conversion and unjust enrichment. On May 23, 2018, the Original Complaint was dismissed for lack of subject matter jurisdiction. On June 28, 2018, CWCapital Cobalt Vr Ltd. filed a substantially similar complaint in the Supreme Court of the State of New York, County of New York styled as CWCapital Cobalt Vr Ltd. v. CWCapital Investments LLC, et al., Index No. 653277/2018 (the “New Complaint”). The gravamen of the New Complaint is the same as the previous complaint filed in the United State District Court for the Southern District of New York. In total there are 16 counts pled in the New Complaint. Of those 16 counts, 5 claims were asserted against CWCAM for aiding and abetting breach of fiduciary duty, conversion and unjust enrichment, 1 count seeks a declaratory judgement that the plaintiff has the right to enforce the contracts in question and 1 count seeks an injunction requiring the defendants to recognize the plaintiff as the directing holder for the trusts in question. On January 11, 2019, the plaintiff dismissed with prejudice the declaratory judgment and injunction counts. The New Complaint and related summons was not served on the defendants until July 13, 2018 and July 16, 2018. The plaintiff’s motion for a preliminary injunction was denied by the court on July 31, 2018. On August 3, 2018, the defendants, including CWCAM, filed a motion to dismiss the New Complaint in its entirety. On August 20, 2019, the court entered an order granting defendants’ motion almost in its entirety, dismissing 11 of the 16 counts and partially dismissing 2 additional counts. Of the remaining counts, 2 are asserted against CWCAM for aiding and abetting breach of fiduciary duty and unjust enrichment. On September 19, 2019, CWCapital Cobalt Vr Ltd. filed a notice of appeal relating to the August 20, 2019 dismissal order and on September 26, 2019, filed an amended complaint against CWCI and CWCAM attempting to address deficiencies relating to certain of the claims dismissed by the August, 20, 2019 order. CWCI and CWCAM filed its Motion to Dismiss the amended complaint on October 28, 2019. The court heard argument on the Motion to Dismiss the amended complaint on January 22, 2020 and on October 23, 2020, the court granted the motion dismissing the amended claims. On November 30, 2020, CWCapital Cobalt Vr Ltd filed a notice of appeal relating to the October 23, 2020 dismissal order. On April 27, 2021, the First Department affirmed the dismissal as to claims against CWCAM that were part of the August 20, 2019 dismissal, but reversed the dismissal of two counts for breach of the Collateral Management Agreement against CWCI. CWCI has sought leave to file an appeal of the decision. The plaintiff has also sought leave to appeal the dismissal of the claims against CWCAM. Both requests for leave were denied by the First Department. On May 15, 2020, CWCI and CWCAM filed a motion to renew its motion to dismiss as to 4 of the remaining counts (including the remaining two counts against CWCAM for aiding and abetting breach of fiduciary duty and unjust enrichment), based on a decision entered by Judge Failla in a trust instruction proceeding in the US District Court for the Southern District of New York awarding summary judgment in favor of CWCAM. On September 7, 2021, the court denied the motion to renew. CWCI and CWCAM filed a notice of appeal, which they perfected by the filing of their opening brief on July 1, 2022. On October 1, 2021, CWCI and CWCAM moved to reargue the denial of the motion to renew (or alternatively, the motion to dismiss) with respect to certain of Cobalt’s claims, including the remaining 2 claims against CWCAM, based on the First Department’s April 27, 2021 decision. On March 24, 2022, the court denied the relief sought in the motion to reargue. CWCI and CWCAM have appealed the court’s decision on the motion to reargue and filed their opening brief on July 11, 2022. CWCAM believes that it has performed its obligations under the related pooling and servicing agreements in good faith and the remaining allegations in the New Complaint are without merit. |
| U.S. Bank National Association, as Certificate Administrator |
| In the last several years, U.S. Bank National Association (“U.S. Bank”) and other large financial institutions have been sued in their capacity as trustee or successor trustee for certain residential mortgage backed securities ("RMBS") trusts. The complaints, primarily filed by investors or investor groups against U.S. Bank and similar institutions, allege the trustees caused losses to investors as a result of alleged failures by the sponsors, mortgage loan sellers and servicers to comply with the governing agreements for these RMBS trusts. Plaintiffs generally assert causes of action based upon the trustees’ purported failures to enforce repurchase obligations of mortgage loan sellers for alleged breaches of representations and warranties, notify securityholders of purported events of default allegedly caused by breaches of servicing standards by mortgage loan servicers and abide by a heightened standard of care following alleged events of default. |
| U.S. Bank denies liability and believes that it has performed its obligations under the RMBS trusts in good faith, that its actions were not the cause of losses to investors, that it has meritorious defenses, and it has contested and intends to continue contesting the plaintiffs’ claims vigorously. However, U.S. Bank cannot assure you as to the outcome of any of the litigation, or the possible impact of these litigations on the trustee or the RMBS trusts. |
| On March 9, 2018, a law firm purporting to represent fifteen Delaware statutory trusts (the “DSTs”) that issued securities backed by student loans (the “Student Loans”) filed a lawsuit in the Delaware Court of Chancery against U.S. Bank National Association (“U.S. Bank”) in its capacities as indenture trustee and successor special servicer, and three other institutions in their respective transaction capacities, with respect to the DSTs and the Student Loans. This lawsuit is captioned The National Collegiate Student Loan Master Trust I, et al. v. U.S. Bank National Association, et al., C.A. No. 2018-0167-JRS (Del. Ch.) (the “NCMSLT Action”). The complaint, as amended on June 15, 2018, alleged that the DSTs have been harmed as a result of purported misconduct or omissions by the defendants concerning administration of the trusts and special servicing of the Student Loans. Since the filing of the NCMSLT Action, certain Student Loan borrowers have made assertions against U.S. Bank concerning special servicing that appear to be based on certain allegations made on behalf of the DSTs in the NCMSLT Action. |
| U.S. Bank believes that it has performed its obligations as indenture trustee and special servicer in good faith and in compliance in all material respects with the terms of the agreements governing the DSTs (the “Governing Agreements”), and accordingly that the claims against it in the NCMSLT Action are without merit |
| U.S. Bank has filed a motion seeking dismissal of the operative complaint in its entirety with prejudice pursuant to Chancery Court Rules 12(b)(1) and 12(b)(6) or, in the alternative, a stay of the case while other prior filed disputes involving the DSTs and the Student Loans are litigated. On November 7, 2018, the Court ruled that the case should be stayed in its entirety pending resolution of the first-filed cases. On January 21, 2020, the Court entered an order consolidating for pretrial purposes the NCMSLT Action and three other lawsuits pending in the Delaware Court of Chancery concerning the DSTs and the Student Loans (the “Consolidated Action”). U.S. Bank and other parties to the Consolidated Action have briefed and argued motions for judgment on the pleadings pursuant to Chancery Court Rule 12(c) regarding disputed issues of contractual interpretation at issue in one of more of the cases comprising the Consolidated Action, including the NCMSLT Action. The Court has not yet ruled on these motions or on U.S. Bank’s dismissal motion in the NCMSLT Action. |
| U.S. Bank intends to continue to defend the NCMSLT Action vigorously. |
| PART II - OTHER INFORMATION |
| Item 6. Significant Obligors of Pool Assets. | |||||||||
| The Dallas Market Center Mortgage Loan (Control Number 1 on Annex A of the prospectus supplement of the registrant relating to the issuing entity filed on May 29, 2015 pursuant to Rule 424(b)(5)) constitutes a significant obligor within the meaning of Item 1101(k)(2) of Regulation AB as disclosed in the prospectus supplement. In accordance with Item 1112(b) of Regulation AB, the most recent unaudited net operating income of the significant obligor was $32,931,978.00 for the twelve–month period ended August 31, 2022. There is no new activity to report at this time. |
| Item 7. Change in Sponsor Interest in the Securities |
| Item 10. Exhibits. | |||||||||
| (a) The following is a list of documents filed as part of this Report on Form 10-D: | |||||||||
| (99.1) Monthly report distributed to holders of the certificates issued by GS Mortgage Securities Trust 2015-GC30, relating to the November 14, 2022 distribution. | |||||||||
| (b) The exhibits required to be filed by the Registrant pursuant to this form are listed in the Exhibit Index that immediately follows on the signature page hereof. |
| 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 thereunto duly authorized. |
| GS Mortgage Securities Corporation II | |||||||||
| (Depositor) | |||||||||
| Date: November 28, 2022 | /s/ Leah Nivison | ||||||||
| Name: Leah Nivison | |||||||||
| Title: CEO | |||||||||
| EXHIBIT INDEX |
| Exhibit | Description | ||||||||
| Exhibit 99.1 | Monthly report distributed to holders of GS Mortgage Securities Trust 2015-GC30, relating to the November 14, 2022 distribution. | ||||||||
ATTACHMENTS / EXHIBITS
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