NEW YORK--()--Fitch Ratings has reviewed CWCapital Investments LLC (CWCI) as a potential successor collateral manager for Gramercy Real Estate CDO 2005-1 (Gramercy 2005-1) and Gramercy Real Estate CDO 2007-1 (Gramercy 2007-1), and determined the manager's capabilities to be consistent with the current ratings assigned to the notes of the transactions.
In February 2013, Fitch was notified of the proposed assignments of the rights and obligations of GKK Manager LLC (GKKM), a Gramercy Capitol Corp affiliate, under the Collateral Management Agreements, Indentures, Amended and Restated Servicing Agreements, existing Special Servicing Agreement, and certain other transaction documents for Gramercy 2005-1 and Gramercy 2007-1 to CWCI from GKKM. Per the trustee, Wells Fargo Bank, National Association (NA), consent to the assignment of the Collateral Management Agreements from the majority of the respective controlling classes has been obtained, as required by the transaction documents.
Additionally, in conjunction with the collateral manager change, supplemental indentures, an amended and restated special servicing agreement, and amended and restated collateral manager agreements will be executed. A CWCapital affiliated entity will be appointed as the successor special servicer replacing SitusServ L.P., which was removed by GKK Manager LLC, subject to the satisfaction of certain conditions. These actions set forth in this paragraph and the two preceding paragraphs will not result in a withdrawal or downgrade of the ratings assigned to any of the notes. Further, CWCI will be appointed as the successor advancing agent for both transactions. This appointment of CWCI will also not adversely affect the ratings assigned to the notes.
CWCapital Asset Management LLC (CWCAM), which has a Fitch CMBS special servicer rating of 'CSS1-', will become the successor special servicer. CWCAM has been special-servicing commercial real estate since 1995.
CWCI will replace GKK Liquidity LLC as the Advancing Agent. Wells Fargo Bank, NA ('AA-/F1+') remains the backup advancing agent under the Indentures.
CWCI and CWCAM are wholly owned subsidiaries of CW Financial Services LLC, a commercial real estate asset management, special servicing, and investment advisory business. CWCI was launched in 2004 and currently manages 15 CDOs and serves as disposition consultant on an additional eight transactions.
Fitch emphasizes that the scope of its review was solely to determine that CWCI meets Fitch's minimum guidelines to manage the above-referenced CDOs within the context of Fitch's stated review procedure for replacement managers; and that CWCAM's appointment as successor special servicer will not negatively impact the ratings assigned to any of the notes. Furthermore, this review was in the context of the current management responsibilities associated with the above-referenced CDOs and the current ratings assigned to them by Fitch.
Fitch's review procedure for potential replacement CDO asset managers is outlined in the special report entitled 'CDO Asset Managers: U.S. Replacement Activity Update', dated Dec. 9, 2010 and available on the Fitch web site at 'www.fitchratings.com'.
Fitch is not a party to the transaction and therefore does not provide consent or approval, as that remains the sole preserve of the transaction parties. Fitch expects to be notified by the trustee when or if the proposed transfers of transaction responsibilities (including the execution of the proposed supplemental indentures among the CDO issuers and co-issuers, Wells Fargo Bank, NA and CWCI; the execution of the amended and restated special servicing agreement between the CDO issuers, co-issuers, CWCI, CWCAM and Wells Fargo, NA; and the execution of the amended and restated collateral management agreements between the CDO issuers and CWCI) are completed.
Additional information is available at 'www.fitchratings.com'.
Applicable Criteria and Related Research:
--'Global Structured Finance Rating Criteria' (June 6, 2012);
--'Surveillance Criteria for U.S. CREL CDOs and CMBS Large Loan Floating-Rate Transactions' (Nov. 29, 2012);
--'Global Rating Criteria for Structured Finance CDOs' (Oct. 3, 2012);
--'Counterparty Criteria for Structured Finance Transactions' (May 30, 2012);
--'CDO Asset Managers: U.S. Replacement Activity Update' (Dec. 9, 2010).
Applicable Criteria and Related Research
CDO Asset Managers: U.S. Replacement Activity Update
Counterparty Criteria for Structured Finance Transactions
Global Rating Criteria for Structured Finance CDOs
Surveillance Criteria for U.S. CREL CDOs and CMBS Large Loan Floating-Rate Transactions
Global Structured Finance Rating Criteria