Morningstar DBRS Assigns Provisional Credit Ratings to GS Mortgage Securities Corporation Trust 2025-800D
CMBSDBRS, Inc. (Morningstar DBRS) assigned provisional credit ratings to the following classes of Commercial Mortgage Pass-Through Certificates, Series 2025-800D (the Certificates) to be issued by GS Mortgage Securities Corporation Trust 2025-800D:
-- Class A at (P) A (low) (sf)
-- Class X-CP at (P) A (low) (sf)
-- Class X-NCP at (P) A (low) (sf)
-- Class X-FL at (P) BB (low) (sf)
-- Class B at (P) BBB (low) (sf)
-- Class C at (P) BB (low) (sf)
All trends are Stable.
GS Mortgage Securities Corporation Trust 2025-800D is collateralized by the borrower's fee-simple interest in one hyperscale data center property located in Elk Grove Village, Illinois. The subject collateral is expected to encompass 88,914 sf of data center space and 30 megawatt (MW) of critical IT load with N+1 redundancy. The subject property was originally constructed as a distribution center in 2005 before the sellers commenced a conversion to a data center in 2021. The conversion of the data center is expected to be completed in phases and is subject to completion guaranty.
Data centers, which have existed in various forms for many years, have become a key component of the modern global technology industry. The advent of cloud computing, streaming media, file storage, and artificial intelligence applications has increased the need for these facilities over the last decade in order to manage, store, and transmit data globally. Both hyperscale and co-location data centers have a role in the existing data ecosystem. Hyperscale data centers are designed for large capacity storage and processing of information, whereas co-location centers act as an on-ramp for users to gain access to the wider network, or for information from the network to be routed back to users. From the standpoint of the physical attribute, the data center asset is designed to be adequately powered. DBRS, Inc. (Morningstar DBRS) views the data center collateral as a strong asset with a strong critical infrastructure, including power and redundancy that is built to accommodate the technology needs of today and the future.
As part of its analysis, Morningstar DBRS reviewed the strength of the guaranty and construction contract to ensure that the guaranty is inviolable and that the construction guaranty does not have exceptions that will hinder landlord obligations. Morningstar DBRS also reviewed the lease abstract for the investment-grade confidential tenant. The transaction's credit ratings consider the specific lease terms, including the tenant termination options.
Morningstar DBRS' credit rating approach for the subject transaction used the "Global Structured Finance Flow-Through Ratings" methodology and the "Rating and Monitoring Data Center Transactions" methodology to address both the remaining construction risk and the mitigating factor in the completion guaranty and the ongoing as-complete risks. Morningstar DBRS' corporate real estate team performed the applicable financial analysis on the completion guarantor and assigned an internal private credit rating to the completion guarantor. Additionally, Morningstar DBRS completed the analysis of project cash flow and valuation along with debt structure, using the "Rating and Monitoring Data Center Transactions" methodology, and concluded a credit rating to the debt secured by the stabilized property. The lower of the two credit ratings was used to assign credit ratings to the most senior notes of the transaction.
As described in the Morningstar DBRS commentary titled "Interplay of U.S. Structured Finance Rating Methodologies When Analyzing SF Transactions," Morningstar DBRS may determine that a further credit risk is separate and additional. In such circumstances, this risk may create an additional stress or limitation on the credit ratings of the debt tranches or may otherwise cause Morningstar DBRS to adjust some or all credit ratings assigned to the debt tranches. For the subject transaction, Morningstar DBRS viewed the completion risk as a type of separate and additional credit risk and used the "Global Structured Finance Flow-Through Ratings" methodology to assess the construction risk, which is guaranteed by the completion guarantor.
The "Global Structured Finance Flow-Through Ratings" methodology allows for rating of a security based on the credit strength of a third-party entity rather than on the credit strength of the issuer or the underlying assets that back the issued securities. In the subject transaction, the structural elements of the transaction, such as the completion guaranty, escrowed construction costs, and upfront interest and carry reserve, are intended to protect against the interruptions to cash flows available to repay the Certificates in a timely manner. Morningstar DBRS reviews and examines the structure and documentation of such structural protections and guarantees on a case-by-case basis.
Morningstar DBRS completed an internal private credit rating on the completion guarantor and concluded an investment-grade credit rating. Morningstar DBRS' private credit rating on the completion guarantor takes into consideration (1) the completion guarantor will continue to rely on its relationship with its parent entity to lease, acquire, dispose, and operate its assets; (2) the completion guarantor will continue to acquire assets of similar quality to its existing portfolio at market terms; (3) the completion guarantor's ability to raise equity capital and honor redemption requests in a timely manner; and (4) the completion guarantor's ability to maintain its low-leverage balance sheet over the medium term. Additionally, Morningstar DBRS' corporate real estate team's internal private credit rating is supported by (1) the completion guarantor's strong market position by way of its parent entity, (2) a nominal amount of secured debt-to-total debt with an unencumbered balance sheet, (3) a low-leverage financial profile with strong EBITDA interest coverage, and (4) a well-laddered debt maturity schedule. The internal private credit rating is constrained by (1) the relatively short weighted-average lease term, presenting re-leasing risk; (2) exposure to various nonrated or below investment-grade counterparties; (3) concentration by asset type investments; and (4) overall asset quality, as modern logistics facilities are less capital-intensive to develop and acquire relative to other asset types.
Morningstar DBRS materially deviated from its "Rating and Monitoring Data Center Transactions" methodology when determining the credit ratings assigned to the Certificates by considering an amount of construction risk associated with the tenant fit-out. The material deviation is warranted, given the risk associated with development and its impact on rent commencement and potential delays to timely payment of interest and ultimate payment of principal. Morningstar DBRS accounted for this risk by using its "Global Structured Finance Flow-Through Ratings" methodology to account for the risk of the completion guaranty from an investment-grade rated developer (the completion guarantor), in addition to the escrow of 100% of construction costs, and upfront reserves for interest and carry costs.
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 are the Principal Distribution Amounts and Interest Distribution Amounts for the Class A, Class B, and Class C and Interest Distribution Amounts for Class X-CP, Class X-NCP, and Class X-FL.
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, the credit ratings do not address Spread Maintenance Premiums.
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) at
https://dbrs.morningstar.com/research/437781.
Classes X-CP, X-NCP, and X-FL are interest-only (IO) certificates that reference a single rated tranche or multiple rated tranches. The IO rating mirrors the lowest-rated applicable reference obligation tranche adjusted upward by one notch if senior in the waterfall.
All credit ratings are subject to surveillance, which could result in credit ratings being upgraded, downgraded, placed under review, confirmed, or discontinued by Morningstar DBRS.
Notes:
All figures are in U.S. dollars unless otherwise noted.
The principal methodology is Rating and Monitoring Data Center Transactions (November 20, 2024) https://dbrs.morningstar.com/research/443269.
Other methodologies referenced in this transaction are listed at the end of this press release.
Loan level or transaction documents are not entirely consistent with the expectations set forth in the principal methodology. Morningstar DBRS materially deviated from its principal methodology when determining the credit ratings assigned to Classes A, X-CP, X-NCP, X-FL, B, and C by considering an amount of construction risk associated with the tenant fit-out. The material deviations are warranted given the risk associated with development and its impact on rent commencement and potential delays to timely payment of interest and ultimate payment of principal. Morningstar DBRS accounted for this risk by using its "Global Structured Finance Flow-Through Ratings" methodology to account for the risk of the completion guaranty from an investment-grade rated developer (the completion guarantor), in addition to the escrow of 100% of construction costs, and upfront reserves for interest and carry costs.
With regard to due diligence services, Morningstar DBRS was provided with the Form ABS Due Diligence-15E (Form-15E), which contains a description of the information that a third party reviewed in conducting the due diligence services and a summary of the findings and conclusions. While due diligence services outlined in Form-15E do not constitute part of Morningstar DBRS' methodology, Morningstar DBRS used the data file outlined in the independent accountant's report in its analysis to determine the credit ratings referenced herein.
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 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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Chicago, IL 60602 USA
Tel. +1 312 332-3429
The credit rating methodologies used in the analysis of this transaction can be found at: https://dbrs.morningstar.com/about/methodologies.
-- Global Structured Finance Flow-Through Ratings (December 12, 2024)
https://dbrs.morningstar.com/research/444530
-- North American Single-Asset/Single-Borrower Ratings (February, 28, 2025)
https://dbrs.morningstar.com/research/448962
-- Morningstar DBRS North American Commercial Real Estate Property Analysis Criteria (September 19, 2024)
https://dbrs.morningstar.com/research/439702
-- North American Commercial Mortgage Servicer Rankings (August 23, 2024)
https://dbrs.morningstar.com/research/438283
-- Legal Criteria for U.S. Structured Finance (December 3, 2024)
https://dbrs.morningstar.com/research/444064
For more information on this credit or on this industry, visit https://dbrs.morningstar.com or contact us at info-DBRS@morningstar.com.
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