Morningstar DBRS Assigns Provisional Credit Ratings to Velocity Commercial Capital Loan Trust 2025-1

DBRS, Inc. (Morningstar DBRS) assigned provisional credit ratings to the Mortgage-Backed Certificates, Series 2025-1 (the Certificates) to be issued by Velocity Commercial Capital Loan Trust 2025-1 (VCC 2025-1 or the Issuer) as follows:

-- $241.7 million Class A at (P) AAA (sf)
-- $20.2 million Class M-1 at (P) AA (low) (sf)
-- $22.1 million Class M-2 at (P) A (low) (sf)
-- $30.1 million Class M-3 at (P) BBB (low) (sf)
-- $23.9 million Class M-4 at (P) BB (sf)
-- $4.7 million Class M-5 at (P) B (high) (sf)
-- $4.4 million Class M-6 at (P) B (sf)
-- $241.7 million Class A-S at (P) AAA (sf)
-- $241.7 million Class A-IO at (P) AAA (sf)
-- $20.2 million Class M1-A at (P) AA (low) (sf)
-- $20.2 million Class M1-IO at (P) AA (low) (sf)
-- $22.1 million Class M2-A at (P) A (low) (sf)
-- $22.1 million Class M2-IO at (P) A (low) (sf)
-- $30.1 million Class M3-A at (P) BBB (low) (sf)
-- $30.1 million Class M3-IO at (P) BBB (low) (sf)
-- $23.9 million Class M4-A at (P) BB (sf)
-- $23.9 million Class M4-IO at (P) BB (sf)
-- $4.7 million Class M5-A at (P) B (high) (sf)
-- $4.7 million Class M5-IO at (P) B (high) (sf)
-- $4.4 million Class M6-A at (P) B (sf)
-- $4.4 million Class M6-IO at (P) B (sf)

Classes A-IO, M1-IO, M2-IO, M3-IO, M4-IO, M5-IO, and M6-IO are interest-only (IO) certificates. The class balances represent notional amounts.

Classes A, M-1, M-2, M-3, M-4, M-5, and M-6 are exchangeable certificates. These classes can be exchanged for combinations of initial exchangeable certificates as specified in the offering documents.

The (P) AAA (sf) credit ratings on the Certificates reflect 31.25% of credit enhancement (CE) provided by subordinated certificates. The (P) AA (low) (sf), (P) A (low) (sf), (P) BBB (low) (sf), (P) BB (sf), (P) B (high) (sf), and (P) B (sf) credit ratings reflect 25.50%, 19.20%, 10.65%, 3.85%, 2.50%, and 1.25% of CE, respectively.

Other than the specified classes above, Morningstar DBRS does not rate any other classes in this transaction.

VCC 2025-1 is a securitization of a portfolio of newly originated and seasoned fixed rate, first-lien residential mortgages collateralized by investor properties with one to four units (residential investor loans) and small-balance commercial (SBC) mortgages collateralized by various types of commercial, multifamily rental, and mixed-use properties. Five of these loans were originated through the U.S. SBA 504 loan program and are backed by first-lien, owner-occupied, commercial real estate. The securitization is funded by the issuance of the Certificates, which are backed by 793 mortgage loans with a total principal balance of $351,581,520 as of the Cut-Off Date (January 1, 2025).

Approximately 41.1% of the pool comprises residential investor loans, about 57.9% are traditional SBC loans, and about 0.9% are the aforementioned SBA 504 loans. Most of the loans in this securitization (82.3%) were originated by Velocity Commercial Capital, LLC (Velocity or VCC). Thirty-eight loans (17.7%) were originated by New Day Commercial Capital, LLC, which is a wholly owned subsidiary of Velocity, which is wholly owned by Velocity Financial, Inc.

The loans were generally underwritten to program guidelines for business-purpose loans where the lender generally expects the property (or its value) to be the primary source of repayment (with the exception being the five SBA 504 loans, which, per SBA guidelines, were underwritten to the small business cash flows, rather than to the property value). For all of the New Day-originated loans, underwriting was based on business cash flows, but loans were secured by real estate. For the SBC and residential investor loans, the lender reviews the mortgagor's credit profile, though it does not rely on the borrower's income to make its credit decision. However, the lender considers the property-level cash flows or minimum debt-service coverage ratio (DSCR) in underwriting SBC loans with balances more than $750,000 for purchase transactions and more than $500,000 for refinance transactions. Because the loans were made to investors for business purposes, they are exempt from the Consumer Financial Protection Bureau's Ability-to-Repay (ATR) rules and TILA-RESPA Integrated Disclosure rule.

On January 5, 2024, Harvest Small Business Finance, LLC and Harvest Commercial Capital, LLC filed a suit in the U.S. District Court for the Central District of California against certain employees of New Day Business Finance LLC and Velocity d/b/a New Day Commercial Capital, LLC (New Day) alleging violations of the Defend Trade Secrets Act, the California Uniform Trade Secrets Act, and the California Unfair Competition Law. New Day has indicated that it does not believe the suit is material.

PHH Mortgage Corporation (PMC) will service all loans within the pool for a servicing fee of 0.30% per annum. New Day will act as Subservicer for the 38 New Day-originated loans (including the five SBA 504 loans), and PHH will also act as the Backup Servicer for these loans. In the event that New Day fails to service these loans in accordance with the related subservicing agreement, PHH will terminate the subservicing agreement and commence directly servicing such mortgage loans within 30 days. In addition, Velocity will act as a Special Servicer for loans that default or become 60 or more days delinquent under Mortgage Bankers Association (MBA) method and other loans, as defined in the transaction documents (Specially Serviced Mortgage Loans). The Special Servicer will be entitled to receive compensation based on an annual fee of 0.75% and the balance of Specially Serviced Loans.

Also, the Special Servicer is entitled to a liquidation fee equal to 2.00% of the net proceeds from the liquidation of a Specially Serviced Mortgage Loan, as described in the transaction documents.

The Servicer will fund advances of delinquent principal and interest (P&I) until the advances are deemed unrecoverable. Also, the Servicer is obligated to make advances with respect to taxes, insurance premiums, and reasonable costs incurred in the course of servicing and disposing properties.

U.S. Bank National Association (U.S. Bank; rated AA with a Stable trend by Morningstar DBRS) will act as the Custodian. U.S. Bank Trust Company, National Association (rated AA with a Stable trend by Morningstar DBRS) will act as the Trustee.

The Seller, directly or indirectly through a majority-owned affiliate, is expected to retain an eligible horizontal residual interest consisting of the Class XS Certificates, collectively representing at least 5% of the fair value of all Certificates, to satisfy the credit risk-retention requirements under Section 15G of the Securities Exchange Act of 1934 and the regulations promulgated thereunder. Such retention aligns Sponsor and investor interest in the capital structure.

On or after the later of (1) the three-year anniversary of the Closing Date or (2) the date when the aggregate stated principal balance of the mortgage loans is reduced to 30% of the Closing Date balance, the Depositor may purchase all outstanding Certificates (Optional Purchase) at a price equal to the sum of the remaining aggregate balance of the Certificates plus accrued and unpaid interest, and any fees, expenses, and indemnity payments due and unpaid to the transaction parties, including any unreimbursed P&I and servicing advances, and other amounts due as applicable. The Optional Purchase will be conducted concurrently with a qualified liquidation of the Issuer.

Additionally, if on any date on which the unpaid mortgage loan balance and the value of REO properties has declined to less than 10% of the initial mortgage loan balance as of the Cut-Off Date, the Directing Holder, the Special Servicer, or the Servicer, in that order of priority, may purchase all of the mortgages, REO properties, and any other properties from the Issuer (Optional Termination) at a price specified in the transaction documents. The Optional Termination will be conducted as a qualified liquidation of the Issuer. The Directing Holder (initially, the Seller) is the representative selected by the holders of more than 50% of the Class XS certificates (the Controlling Class).

The transaction uses a structure sometimes referred to as a modified pro rata structure. Prior to the Class A CE falling below 10.0% of the loan balance as of the Cut-Off Date (Class A Minimum CE Event), the principal distributions allow for amortization of all senior and subordinate bonds based on CE targets set at different levels for performing (same CE as at issuance) and nonperforming (higher CE than at issuance) loans. Each class' target principal balance is determined based on the CE targets and the performing and nonperforming (those that are 90 or more days MBA delinquent, in foreclosure and REO, and subject to a servicing modification within the prior 12 months) loan amounts. As such, the principal payments are paid on a pro rata basis, up to each class' target principal balance, so long as no loans in the pool are nonperforming. If the share of nonperforming loans grows, the corresponding CE target increases. Thus, the principal payment amount increases for the senior and senior subordinate classes and falls for the more subordinate bonds. The goal is to distribute the appropriate amount of principal to the senior and subordinate bonds each month to always maintain the desired level of CE, based on the performing and nonperforming pool percentages. After the Class A Minimum CE Event, the principal distributions are made sequentially.

Relative to the sequential pay structure, the modified pro rata structure is more sensitive to the timing of the projected defaults and losses as the losses may be applied at a time when the amount of credit support is reduced as the bonds' principal balances amortize over the life of the transaction.

COMMERCIAL MORTGAGE-BACKED SECURITIES (CMBS) METHODOLOGY - SMALL BALANCE COMMERCIAL (SBC) LOANS
The collateral for the SBC portion of the pool consists of 299 individual loans (six loans are collateralized by adjacent properties owned by the same borrower and treated as one loan) secured by 297 commercial and multifamily properties. All commentary in this report will refer to the pool as a 294-loan pool because Morningstar DBRS treated the six related loans as one. Given the complexity of the structure and granularity of the pool, Morningstar DBRS applied its "North American CMBS Multi-Borrower Rating Methodology" (the CMBS Methodology).

The CMBS loans have a weighted-average (WA) fixed interest rate of 11.2%. This is approximately 20 basis points (bps) higher than the VCC 2024-6 transaction, 50 bps higher than the VCC 2024-5 transaction, 20 bps lower than the VCC 2024-4 transaction, 50 bps lower than the VCC 2024-3 transaction, and 40 bps lower than the VCC 2024-2 and VCC 2024-1 transactions. Most of the loans have original term lengths of 30 years and fully amortize over 30-year schedules. However, 15 loans, which represent 7.8% of the SBC pool, have an initial interest-only (IO) period of 60 or 120 months.

All of the SBC loans were originated between September 2018 and December 2024 (100.0% of the cut-off pool balance), resulting in a WA seasoning of 0.7 months. The SBC pool has a WA original term length of 360 months, or approximately 30 years. Based on the current loan amount, which reflects 30 bps of amortization, and the current appraised values, the SBC pool has a WA loan-to-value ratio (LTV) of 59.7%. However, Morningstar DBRS made LTV adjustments to 38 loans that had an implied capitalization rate of more than 200 bps lower than a set of minimal capitalization rates established by the Morningstar DBRS Market Rank. The Morningstar DBRS minimum capitalization rates range from 5.0% for properties in Market Rank 8 to 8.0% for properties in Market Rank 1. This resulted in a higher Morningstar DBRS LTV of 63.0%. Lastly, all loans fully amortize over their respective remaining terms, resulting in 100% expected amortization, greater than what is typical for CMBS conduit pools. Morningstar DBRS' research indicates that, for CMBS conduit transactions securitized between 2000 and 2021, average amortization by year has ranged between 6.5% and 22.0%, with a median rate of 16.5%.

As contemplated and explained in Morningstar DBRS' "Rating North American CMBS Interest-Only Certificates" methodology, the most significant risk to an IO cash flow stream is term default risk. As Morningstar DBRS noted in the methodology, for a pool of approximately 63,000 CMBS loans that had fully cycled through to their maturity defaults, the average total default rate across all property types was approximately 17%, the refinance default rate was 6% (approximately one third of the total default rate), and the term default rate was approximately 11%. Morningstar DBRS recognizes the muted impact of refinance risk on IO certificates by notching the IO rating up by one notch from the Reference Obligation rating. When using the 10-year Idealized Default Table default probability to derive a probability of default (POD) for a CMBS bond from its rating, Morningstar DBRS estimates that, in general, a one-third reduction in the CMBS Reference Obligation POD maps to a tranche rating that is approximately one notch higher than the Reference Obligation or the Applicable Reference Obligation, whichever is appropriate. Therefore, similar logic regarding term default risk supported the rationale for Morningstar DBRS to reduce the POD in the CMBS Insight Model by one notch because refinance risk is largely absent for this SBC pool of loans.

The Morningstar DBRS CMBS Insight Model does not contemplate the ability to prepay loans, which is generally seen as credit positive because a prepaid loan cannot default. The CMBS predictive model was calibrated using loans that have prepayment lockout features. Those loans' historical prepayment performance is close to a 0% conditional prepayment rate (CPR). If the CMBS predictive model had an expectation of prepayments, Morningstar DBRS would expect the default levels to be reduced. Any loan that prepays is removed from the pool and can no longer default. This collateral pool does not have any prepayment lockout features, and Morningstar DBRS expects this pool will have prepayments over the remainder of the transaction. Morningstar DBRS applied a 5.0% reduction to the cumulative default assumptions to provide credit for expected payments. The assumption reflects Morningstar DBRS' opinion that, in a rising-interest-rate environment, fewer borrowers may elect to prepay their loan.

As a result of higher interest rate and lending spreads, the SBC pool has a significant increase in interest rates compared with prior VCC transactions. Consequently, 168 SBC loans (approximately 56.9% of the deal) have an Issuer net operating income debt service coverage ratio less than 1.0 times, which is in line with the previous 2024 transactions, but a larger composition than the previous VCC transactions in 2023 and 2022. Additionally, although the Morningstar DBRS CMBS Insight Model does not contemplate FICO scores, it is important to point out the WA FICO score of 712 for the SBC loans, which is relatively similar to prior VCC transactions. With regard to the aforementioned concerns, Morningstar DBRS applied a 5.0% penalty to the fully adjusted cumulative default assumptions to account for risks given these factors.

The SBC pool is quite diverse based on loan count and size, with an average cut-off date balance of $692,680, a concentration profile equivalent to that of a transaction with 81 equal-size loans, and a top 10 loan concentration of 23.7%. Increased pool diversity helps insulate the higher-rated classes from event risk.

The loans are mostly secured by traditional property types (i.e., multifamily, retail, office, and industrial).

All loans in the SBC pool fully amortize over their respective remaining loan terms, reducing refinance risk.

The SBC pool contains one loan that is collateralized by residential land, though the site is currently used by the borrower for its stone carving business. There is no lease or cash flow in place to support the debt service for this loan. Morningstar DBRS applied a loss given default (LGD) and POD penalty to mitigate this risk.

As classified by Morningstar DBRS for modeling purposes, the SBC pool contains a significant exposure to retail (29.6% of the SBC pool) and office (16.6% of the SBC pool), which are two of the higher-volatility asset types. Loans counted as retail include those identified as automotive and potentially commercial condominium. Combined, retail and office properties represent approximately 46.1% of the SBC pool balance. Morningstar DBRS applied a 20.0% reduction to the net cash flow (NCF) for retail properties and a 30.0% reduction to the NCF for office assets in the SBC pool, which is above the average NCF reduction applied for comparable property types in commercial mortgage-backed securities (CMBS) analyzed deals.

Morningstar DBRS did not perform site inspections on loans within its sample for this transaction. Instead, Morningstar DBRS relied upon analysis of third-party reports and online searches to determine property quality assessments. Of the 80 loans Morningstar DBRS sampled, two were Average + quality (4.8%), 20 were Average quality (27.9%), 37 were Average - quality (48.0%), 16 were Below Average quality (15.3%), and five were Poor quality (4.1%). Morningstar DBRS assumed unsampled loans were Average - quality, which has a slightly increased POD level. This is consistent with the assessments from sampled loans and other SBC transactions rated by Morningstar DBRS.

Limited property-level information was available for Morningstar DBRS to review. Asset summary reports, property condition reports, Phase I/II environmental site assessment (ESA) reports, and historical cash flows were generally not available for review in conjunction with this securitization. Morningstar DBRS received and reviewed appraisals for sampled loans within the top 23 of the pool, which represent 35.8% of the SBC pool balance. These appraisals were issued between November 2024 and December 2024 when the respective loans were originated. Morningstar DBRS was able to perform a loan-level cash flow analysis on 23 loans in the pool. The NCF haircuts for these loans ranged from 3.3% to 54.3%, with an average of 18.7%; however, Morningstar DBRS generally applied more conservative haircuts on the nonsampled loans. No ESA reports were provided nor required by the Issuer; however, all of the loans have an environmental insurance policy that provides coverage to the Issuer and the securitization trust in the event of a claim. No probable maximum loss information or earthquake insurance requirements are provided. Therefore, an LGD penalty was applied to all properties in California to mitigate this potential risk.

Morningstar DBRS received limited borrower information, net worth or liquidity information, and credit history. Additionally, the WA interest rate of the deal is 11.2%, which is indicative of the broader increased interest rate environment and represents a large increase over VCC deals in 2022 and early 2023. Morningstar DBRS generally initially assumed loans had Weak sponsorship scores, which increases the stress on the default rate. The initial assumption of Weak reflects the generally less sophisticated nature of small balance borrowers and assessments from past small balance transactions rated by Morningstar DBRS. Furthermore, Morningstar DBRS received a 12-month pay history on each loan through December 31, 2024. If any loan has more than two late payments within this period or is currently 30 days past due, Morningstar DBRS applied an additional stress to the default rate. This occurred for two loans, representing 0.3% of the SBC pool balance.

SBA 504 LOANS
The transaction includes five SBA 504 loans, totaling approximately $3.3 million or 0.94% of the aggregate VCC 2025-1 collateral pool. These are owner-occupied, first-lien commercial real estate (CRE)-backed loans, originated via SBA 504 in conjunction with community development companies (CDC), made to small businesses, with the stated goal of community economic development.

The SBA 504 loans are fixed rate with 360-month original terms and are fully amortizing. The loans were originated between November 2024 and December 2024 via New Day, which will also act as Subservicer of the loans. The total outstanding principal balance as of the Cut-Off Date is approximately $3,315,917, with an average balance of $663,183. The WA interest rate is 10.24%. The loans are subject to prepayment penalties of 5%,4%, 3%, 2%, and 1%, respectively, in the first five years from origination. These loans are for properties that are owner-occupied by the small business owner. WA LTV is 58.52%. WA DSCR is 1.07 times (x) and the WA FICO of this subpool is 689.

For these loans, Morningstar DBRS applied its "Rating U.S. Structured Finance Transactions" methodology, Small Business, Appendix (XVIII). As there is limited historical information for the originator, Morningstar DBRS used proxy data from the publicly available SBA data set, which contains several decades of performance data, stratified by industry categories of the small business operators, to derive an expected default rate. Recovery assumptions were derived from the Morningstar DBRS CMBS data set of LGD stratified by property type, LTV, and market rank. Morningstar DBRS input these into its proprietary model, the Morningstar DBRS CLO Insight Model, which uses a Monte Carlo process to generate stressed loss rates corresponding to a specific rating level.

RESIDENTIAL MORTGAGE-BACKED SECURITIES (RMBS) METHODOLOGY
The collateral pool consists of 489 mortgage loans with a total balance of approximately $144.6 million collateralized by one- to four-unit investment properties. Velocity underwrote the mortgage loans to the No Ratio program guidelines for business-purpose loans.

The transaction assumptions consider Morningstar DBRS' baseline macroeconomic scenarios for rated sovereign economies, available in its commentary "Baseline Macroeconomic Scenarios for Rated Sovereigns December 2024 Update," published on December 19, 2024. These baseline macroeconomic scenarios replace Morningstar DBRS' moderate and adverse coronavirus pandemic scenarios, which were first published in April 2020.

The credit ratings reflect transactional strengths that, for residential investor loans, include the following:
-- Improved underwriting standards,
-- Robust loan attributes and pool composition, and
-- Satisfactory third-party due-diligence review.

The transaction also includes the following challenges:
-- Residential investor loans underwritten to No Ratio lending programs, and
-- Representations and warranties framework.

The full description of the strengths, challenges, and mitigating factors is detailed in the related presale report.

Morningstar DBRS incorporates a dynamic cash flow analysis in its credit rating process. Morningstar DBRS applied a baseline of four prepayment scenarios under the Standard Intex convention and two default timing curves and two interest rate stresses to test the resilience of the rated classes. Morningstar DBRS ran a total of 16 cash flow scenarios at each credit rating level for this transaction. Additionally, WAC deterioration stresses were incorporated in the runs.

Morningstar DBRS' credit ratings on the Certificates address the credit risk associated with the identified financial obligations in accordance with the relevant transaction documents. The associated financial obligations for each of the rated Certificates are the related Interest Distribution Amount, Interest Carryforward Amount, and Class Target Principal Distribution Amount.

Morningstar DBRS' credit ratings do not address nonpayment risk associated with contractual payment obligations contemplated in the applicable transaction document(s) that are not financial obligations. For example, in this transaction, Morningstar DBRS' credit ratings do not address the payment of any Net WAC Rate Carryover Amounts or Prepayment Interest Shortfalls based on its position in the cash flow waterfall.

Morningstar DBRS' long-term credit ratings provide opinions on risk of default. Morningstar DBRS considers risk of default to be the risk that an issuer will fail to satisfy the financial obligations in accordance with the terms under which a long-term obligation has been issued. The Morningstar DBRS short-term debt rating scale provides an opinion on the risk that an issuer will not meet its short-term financial obligations in a timely manner.

ENVIRONMENTAL, SOCIAL, AND GOVERNANCE CONSIDERATIONS
There were no Environmental/Social/Governance factors that had a significant or relevant effect on the credit analysis.

A description of how Morningstar DBRS considers ESG factors within the Morningstar DBRS analytical framework can be found in the Morningstar DBRS Criteria: Approach to Environmental, Social, and Governance Factors in Credit Ratings (August 13, 2024) https://dbrs.morningstar.com/research/437781.

Notes:
All figures are in U.S. dollars unless otherwise noted.

The principal methodologies applicable to the credit ratings are the North American CMBS Multi-Borrower Rating Methodology (December 13, 2024; https://dbrs.morningstar.com/research/444616), the RMBS Insight 1.3: U.S. Residential Mortgage-Backed Securities Model and Rating Methodology (January 2, 2025; https://dbrs.morningstar.com/research/445477), and Rating U.S. Structured Finance Transactions Appendix XVIII: U.S. Small Business (November 18, 2024; https://dbrs.morningstar.com/research/443136).

Other methodologies referenced in this transaction are listed at the end of this press release.

The credit rating was initiated at the request of the rated entity.

The rated entity or its related entities did participate in the credit rating process for this credit rating action.

Morningstar DBRS had access to the accounts, management, and other relevant internal documents of the rated entity or its related entities in connection with this credit rating action.

This is a solicited credit rating.

A provisional credit rating is not a final credit rating with respect to the above-mentioned securities and may change or be different than the final credit rating assigned or may be discontinued. The assignment of the final credit ratings on the above-mentioned securities is subject to receipt by Morningstar DBRS of all data and/or information and final documentation that Morningstar DBRS deems necessary to finalize the credit ratings.

Please see the related appendix for additional information regarding the sensitivity of assumptions used in the credit rating process.

DBRS, Inc.
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The credit rating methodologies used in the analysis of this transaction can be found at: https://dbrs.morningstar.com/about/methodologies.

-- Interest Rate Stresses for U.S. Structured Finance Transactions (February 26, 2024), https://dbrs.morningstar.com/research/428623
-- Third-Party Due-Diligence and Representations & Warranties Criteria for U.S. RMBS Transactions (September 30, 2024), https://dbrs.morningstar.com/research/440091
-- Legal Criteria for U.S. Structured Finance (December 3, 2024), https://dbrs.morningstar.com/research/444064
-- Operational Risk Assessment for U.S. RMBS Originators and Servicers (September 30, 2024), https://dbrs.morningstar.com/research/440086

For more information on this credit or on this industry, visit https://dbrs.morningstar.com or contact us at info-DBRS@morningstar.com.