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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/29/24 Citigroup Com’l Mtge Tr 2019-GC43 10-K 12/31/23 37:14M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 238K
3: EX-33.1 Report of Compliance with Servicing Criteria HTML 1.07M
12: EX-33.10A Report of Compliance with Servicing Criteria HTML 1.18M
13: EX-33.10B Report of Compliance with Servicing Criteria HTML 1.55M
14: EX-33.1A Report of Compliance with Servicing Criteria HTML 102K
4: EX-33.2 Report of Compliance with Servicing Criteria HTML 222K
11: EX-33.20 Report of Compliance with Servicing Criteria HTML 545K
15: EX-33.22A Report of Compliance with Servicing Criteria HTML 581K
16: EX-33.22B Report of Compliance with Servicing Criteria HTML 634K
17: EX-33.24B Report of Compliance with Servicing Criteria HTML 123K
5: EX-33.3 Report of Compliance with Servicing Criteria HTML 1.00M
6: EX-33.4 Report of Compliance with Servicing Criteria HTML 36K
7: EX-33.5 Report of Compliance with Servicing Criteria HTML 95K
8: EX-33.6 Report of Compliance with Servicing Criteria HTML 140K
9: EX-33.7 Report of Compliance with Servicing Criteria HTML 723K
10: EX-33.9 Report of Compliance with Servicing Criteria HTML 670K
18: EX-34.1 Attestation Report on Assessment of Compliance HTML 25K
with Servicing Criteria
27: EX-34.10A Attestation Report on Assessment of Compliance HTML 20K
with Servicing Criteria
28: EX-34.10B Attestation Report on Assessment of Compliance HTML 22K
with Servicing Criteria
29: EX-34.1A Attestation Report on Assessment of Compliance HTML 22K
with Servicing Criteria
19: EX-34.2 Attestation Report on Assessment of Compliance HTML 21K
with Servicing Criteria
26: EX-34.20 Attestation Report on Assessment of Compliance HTML 19K
with Servicing Criteria
30: EX-34.22A Attestation Report on Assessment of Compliance HTML 21K
with Servicing Criteria
31: EX-34.22B Attestation Report on Assessment of Compliance HTML 21K
with Servicing Criteria
32: EX-34.24B Attestation Report on Assessment of Compliance HTML 18K
with Servicing Criteria
20: EX-34.3 Attestation Report on Assessment of Compliance HTML 881K
with Servicing Criteria
21: EX-34.4 Attestation Report on Assessment of Compliance HTML 20K
with Servicing Criteria
22: EX-34.5 Attestation Report on Assessment of Compliance HTML 19K
with Servicing Criteria
23: EX-34.6 Attestation Report on Assessment of Compliance HTML 23K
with Servicing Criteria
24: EX-34.7 Attestation Report on Assessment of Compliance HTML 20K
with Servicing Criteria
25: EX-34.9 Attestation Report on Assessment of Compliance HTML 23K
with Servicing Criteria
33: EX-35.1 Servicer Compliance Statement HTML 1.69M
37: EX-35.1A Servicer Compliance Statement HTML 243K
34: EX-35.2 Servicer Compliance Statement HTML 472K
35: EX-35.3 Servicer Compliance Statement HTML 80K
36: EX-35.5 Servicer Compliance Statement HTML 543K
2: EX-31 Certification -- §302 - SOA'02 HTML 17K
| 10-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2023
or
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
(Commission File Number of issuing entity)
(Central Index Key Number of issuing entity)
Citigroup Commercial Mortgage Trust 2019-GC43
(Exact name of issuing entity as specified in its charter)
(Commission File Number of depositor)
(Central Index Key Number of depositor)
Citigroup Commercial Mortgage Securities Inc.
(Exact name of 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 name of sponsor as specified in its charter)
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35-7258020 |
New York |
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35-7258021 |
(State or other jurisdiction of organization of the issuing entity) |
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(I.R.S. Employer Identification No.) |
c/o Citibank, N.A.
388 Greenwich Street Trading, 4th Floor
(Address of principal executive offices of issuing entity)
(212) 816-5614
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which |
None |
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Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☐ Yes ☒ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
☐ Yes ☒ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Not Applicable
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
Not Applicable
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Not Applicable
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
Not Applicable
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).
Not Applicable
EXPLANATORY NOTES
1 The 30 Hudson Yards mortgage loan, which represented approximately 9.0% of the initial pool balance of the issuing entity, is part of a loan combination comprised of the subject mortgage loan included in the issuing entity and one or more companion loan(s) that are held outside the issuing entity. The 30 Hudson Yards mortgage loan and the related companion loan(s) are serviced pursuant to the Hudson Yards 2019-30HY TSA.
2 The USAA Office Portfolio mortgage loan, which represented approximately 8.0% of the initial pool balance of the issuing entity, is part of a loan combination comprised of the subject mortgage loan included in the issuing entity and one or more companion loan(s) that are held outside the issuing entity. The Millennium Park Plaza mortgage loan, which represented approximately 6.4% of the initial pool balance of the issuing entity, is part of a loan combination comprised of the subject mortgage loan included in the issuing entity and one or more companion loan(s) that are held outside the issuing entity. The U.S. Industrial Portfolio V mortgage loan, which represented approximately 5.1% of the initial pool balance of the issuing entity, is part of a loan combination comprised of the subject mortgage loan included in the issuing entity and one or more companion loan(s) that are held outside the issuing entity. The USAA Office Portfolio
mortgage loan, the Millennium Park Plaza mortgage loan, the U.S. Industrial Portfolio V mortgage loan and each of the related companion loan(s) are serviced pursuant to the CGCMT 2019-GC41 PSA.
3 The Grand Canal Shoppes mortgage loan, which represented approximately 7.5% of the initial pool balance of the issuing entity, is part of a loan combination comprised of the subject mortgage loan included in the issuing entity and one or more companion loan(s) that are held outside the issuing entity. The Grand Canal Shoppes mortgage loan and the related companion loan(s) are serviced pursuant to the MSC 2019-H7 PSA. Effective as of June 15, 2020, LNR Partners, LLC was terminated as the special servicer with respect to the Grand Canal Shoppes loan combination under the MSC 2019-H7 PSA and Situs Holdings, LLC has been appointed to act as successor special servicer with respect to the Grand Canal Shoppes loan combination under the MSC 2019-H7 PSA, as disclosed in the Current Report on Form 8-K filed by the
registrant on June 15, 2020 under Commission File No. 333-228597-03.
4 The 19100 Ridgewood mortgage loan, which represented approximately 3.2% of the initial pool balance of the issuing entity, is part of a loan combination comprised of the subject mortgage loan included in the issuing entity and one or more companion loan(s) that are held outside the issuing entity. The 222 Kearny Street mortgage loan, which represented approximately 2.5% of the initial pool balance of the issuing entity, is part of a loan combination comprised of the subject mortgage loan included in the issuing entity and one or more companion loan(s) that are held outside the issuing entity. The 19100 Ridgewood mortgage loan, the 222 Kearny Street mortgage loan and each of the related companion loan(s) are serviced pursuant to the GSMS 2019-GC42 PSA. Effective as of May 8, 2023, Midland Loan Services, a Division of PNC Bank, National Association was terminated as the 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, as disclosed in the Current Report on Form 8-K filed by the registrant on May 8, 2023 under Commission File No. 333-228597-03.
5 The Rivertowne Commons mortgage loan, which represented approximately 2.2% of the initial pool balance of the issuing entity, is part of a loan combination comprised of the subject mortgage loan included in the issuing entity and one or more companion loan(s) that are held outside the issuing entity. The Rivertowne Commons mortgage loan and the related companion loan(s) are serviced pursuant to the Benchmark 2019-B13 PSA. Effective as of June 24, 2022, CWCapital Asset Management LLC was terminated as the special servicer with respect to the Rivertowne Commons loan combination under the Benchmark 2019-B13 PSA and LNR Partners, LLC has been appointed to act as successor special servicer with respect to the Rivertowne Commons loan combination under the Benchmark 2019-B13 PSA, as disclosed in the Current Report on Form 8-K filed by the
registrant on June 24, 2022 under Commission File No. 333-228597-03.
6 Pursuant to Instruction 3 to Item 1122 of Regulation AB, the report on assessment of compliance with servicing criteria and attestation report on assessment of compliance with servicing criteria of LNR Partners, LLC, as special servicer under the Benchmark 2019-B13 PSA pursuant to which the Rivertowne Commons mortgage loan is serviced are not included in this report on Form 10-K because LNR Partners, LLC performed activities that address the servicing criteria specified in Item 1122(d) of Regulation AB with respect to 5% or less of the pool assets of the issuing entity. This annual report on Form 10-K does not include the reports on assessment of compliance with servicing criteria and attestation reports on assessment of compliance with servicing criteria of Wells Fargo Bank, National Association as certificate administrator under the Hudson Yards 2019-30HY TSA, the MSC 2019-H7 PSA, the GSMS 2019-GC42 PSA and the Benchmark 2019-B13
PSA, because the certificate administrator under each such pooling and servicing agreement or trust and servicing agreement does not perform any activities that address the servicing criteria specified in Item 1122(d) of Regulation AB with respect to the issuing entity. This annual report on Form 10-K does not include the report on assessment of compliance with servicing criteria and attestation report on assessment of compliance with servicing criteria of Wilmington Trust, National Association, as trustee under the Hudson Yards 2019-30HY TSA, because there was no relevant servicing criteria applicable to Wilmington Trust, National Association as trustee under the Hudson Yards 2019-30HY TSA during the year ended December 31, 2023 and, pursuant to the terms of the Hudson Yards 2019-30HY TSA, the trustee is not required to provide assessment of compliance with applicable servicing criteria and attestation report on assessment
of compliance with servicing criteria with respect to any period during which there was no applicable servicing criteria applicable to it.
7 This annual report on Form 10-K does not include the servicer compliance statement of (i) K-Star Asset Management LLC, as special servicer on and after May 8, 2023 under the GSMS 2019-GC42 PSA pursuant to which the 19100 Ridgewood mortgage loan and the 222 Kearny Street mortgage loan are serviced and (ii) LNR Partners, LLC, as special servicer under the Benchmark 2019-B13 PSA pursuant to which the Rivertowne Commons mortgage loan is serviced, because each of K-Star Asset Management LLC and LNR Partners, LLC is an unaffiliated party that services less than 10% of the pool assets of the issuing entity, and therefore is not a “servicer” that meets the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB. This annual report on Form 10-K does not include the servicer compliance statements of (i) Citibank, N.A as certificate administrator under the CGCMT 2019-GC41 PSA and
(ii) Wells Fargo Bank, National Association as certificate administrator under the Hudson Yards 2019-30HY TSA, the MSC 2019-H7 PSA, the GSMS 2019-GC42 PSA and the Benchmark 2019-B13 PSA, because the certificate administrator under each such pooling and servicing agreement or trust and servicing agreement is not a “servicer” that meets the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB with respect to the issuing entity.
PART I
Item 1. Business.
Omitted.
Item 1A. Risk Factors.
Omitted.
Item 1B. Unresolved Staff Comments.
None.
Item 1C. Cybersecurity.
Omitted.
Item 2. Properties.
Omitted.
Item 3. Legal Proceedings.
Omitted.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Omitted.
Item 6. [Reserved]
Omitted.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Omitted.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Omitted.
Item 8. Financial Statements and Supplementary Data.
Omitted.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
Omitted.
Item 9A. Controls and Procedures.
Omitted.
Item 9B. Other Information.
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Omitted.
Item 11. Executive Compensation.
Omitted.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Omitted.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Omitted.
Item 14. Principal Accountant Fees and Services.
Omitted.
ADDITIONAL DISCLOSURE ITEMS REQUIRED BY GENERAL INSTRUCTION J(2)
Item 1112(b) of Regulation AB
No mortgage loan in the pool assets for Citigroup Commercial Mortgage Trust 2019-GC43 constitutes a significant obligor within the meaning of Item 1101(k)(2) of Regulation AB.
Item 1114(b)(2) and Item 1115(b) of Regulation AB
No entity or group of affiliated entities provides any external credit enhancement, uses any derivative instruments or other support for the certificates within this transaction.
Item 1117 of Regulation AB
Disclosure from Wells Fargo Bank, National Association (“Wells Fargo Bank”), (i) as custodian under the Hudson Yards 2019-30HY TSA pursuant to which the 30 Hudson Yards mortgage loan is serviced, (ii) as trustee and custodian under the MSC 2019-H7 PSA pursuant to which the Grand Canal Shoppes mortgage loan is serviced, (iii) as trustee and custodian under the GSMS 2019-GC42 PSA pursuant to which the 19100 Ridgewood mortgage loan and the 222 Kearny Street mortgage loan are serviced, and (iv) as trustee and custodian under the Benchmark 2019-B13 PSA pursuant to which the Rivertowne Commons mortgage loan is serviced:
In December 2014, Phoenix Light SF Limited (Phoenix Light) and certain related entities filed a complaint in the United States District Court for the Southern District of New York alleging claims against Wells Fargo Bank, N.A., in its capacity as trustee for a number of residential mortgage-backed securities (RMBS) trusts. Complaints raising similar allegations have been filed by Commerzbank AG in the Southern District of New York, IKB International and IKB Deutsche Industriebank (together, IKB) in New York state court, and Park Royal I LLC and Park Royal II LLC in New York state court. In each case, the plaintiffs allege that Wells Fargo Bank, N.A., as trustee, caused losses to investors, and plaintiffs assert causes of action based upon, among other things, the trustee’s alleged failure to notify and enforce repurchase obligations of mortgage loan sellers for purported breaches of representations and warranties, notify investors of alleged events of default, and abide by appropriate standards of care following alleged events of default. In July 2022, the district court dismissed Phoenix Light’s claims and certain of the claims asserted by Commerzbank AG, and subsequently entered judgment in each case in favor of Wells Fargo Bank, N.A. In August 2022, Phoenix Light and Commerzbank AG each appealed the district court’s decision to the United States Court of Appeals for the Second Circuit. Phoenix Light dismissed its appeal in May 2023, terminating its case. In November 2023, Wells Fargo Bank, N.A. entered into an agreement with IKB to resolve IKB’s claims. Wells Fargo Bank, N.A. previously settled two class actions filed by institutional investors and an action filed by the National Credit Union Administration with similar allegations.
Item 1119 of Regulation AB
Provided previously in the prospectus of the Registrant relating to the issuing entity and filed on November 13, 2019 pursuant to Rule 424(b)(2) of the Securities Act of 1933, as amended.
Item 1122 of Regulation AB
The reports on assessment of compliance with servicing criteria for asset-backed securities and related attestation reports are attached hereto under Item 15.
Item 1123 of Regulation AB
The servicer compliance statements are attached hereto under Item 15.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
Exhibit Number |
Description |
4.1 |
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4.2 |
4.3 |
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4.4 |
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4.5 |
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4.6 |
31 |
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33 |
Reports on assessment of compliance with servicing criteria for asset-backed securities. (see Explanatory Note #6) |
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33.1 |
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33.1a |
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33.2 |
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33.3 |
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33.4 |
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33.5 |
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33.6 |
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33.7 |
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33.8 |
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33.9 |
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33.10a |
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33.10b |
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33.11 |
33.12 |
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33.13 |
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33.14 |
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33.15 |
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33.16 |
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33.17 |
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33.18 |
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33.19 |
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33.20 |
33.21a |
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33.21b |
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33.22a |
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33.22b |
33.23 |
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33.24a |
33.24b |
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33.25 |
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33.26a |
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33.26b |
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33.27a |
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33.27b |
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33.28 |
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33.29 |
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33.30a |
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33.30b |
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33.31a |
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33.31b |
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34 |
Attestation reports on assessment of compliance with servicing criteria for asset-backed securities. |
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34.1 |
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34.1a |
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34.2 |
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34.3 |
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34.4 |
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34.5 |
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34.6 |
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34.7 |
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34.8 |
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34.9 |
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34.10a |
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34.10b |
34.11 |
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34.12 |
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34.13 |
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34.14 |
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34.15 |
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34.16 |
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34.17 |
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34.18 |
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34.19 |
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34.20 |
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34.21a |
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34.21b |
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34.22a |
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34.22b |
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34.23 |
34.24a |
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34.24b |
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34.25 |
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34.26a |
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34.26b |
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34.27a |
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34.27b |
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34.28 |
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34.29 |
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34.30a |
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34.30b |
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34.31a |
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34.31b |
35 |
Servicer compliance statements. (see Explanatory Note #7)
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35.1 |
Servicer compliance statement, Wells Fargo Bank, National Association, as master servicer
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35.1a |
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35.2 |
Servicer compliance statement, Rialto Capital Advisors, LLC, as special servicer
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35.3 |
Servicer compliance statement, Citibank, N.A., as certificate administrator
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35.4 |
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35.5 |
35.6 |
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35.7 |
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35.8 |
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35.9 |
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35.10 |
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35.11 |
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35.12 |
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99.1 |
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99.2 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 28, 2024
Citigroup Commercial Mortgage Securities Inc.
(Depositor)
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/s/ Richard Simpson |
Richard Simpson, President |
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 3/29/24 | |||
| Filed on: | 3/28/24 | |||
| For Period end: | 12/31/23 | |||
| 5/8/23 | 8-K | |||
| 6/24/22 | 10-D, 8-K, ABS-EE | |||
| 6/15/20 | 8-K | |||
| 11/13/19 | 424B2, 8-K, ABS-EE/A | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/13/19 Citigroup Com’l Mtge Tr 2019-GC43 8-K:8,9 11/13/19 21:48M Nuvo Group, Inc./FA |