The latest information on the rating, including rating reports and related methodologies, is available on this LINK.

Rating action

Scope Ratings UK Limited (Scope) has assigned the following rating to the to-be-issued instrument:

Class A-2 (REG S: XS2808281815, 144A: XS2808282201), GBP 800,000,000, fixed rate notes: not applicable*, current rating of A_SF

Class B (REG S: XS3209578007, 144A: XS3209578189), GBP 54,000,000, fixed rated notes: new preliminary rating of (P) BBB_SF

*Scope has published a rating agency confirmation related to the class A-2 notes on 11 November 2025: see link

Transaction overview

The transaction is a securitisation of real estate and lease receivables, related to two data centres in Newport, in the United Kingdom. The properties are owned by Vantage Data Centers UK Limited and are managed by different subsidiaries of the Vantage Data Centers group (‘Vantage’). At the initial closing date of May 2024, the issuer, Vantage Data Centers Jersey Borrower SPV Limited used the GBP 600.0m proceeds from the issuance of the class A-2 notes to refinance existing debt, fund several transaction reserves, and to finance third-party transaction costs. As of the cut-off date (September 2025), the total critical load power of the data centres amounted to 112MW. With 98.6% of the capacity leased, the properties generate an annualised adjusted base rent of GBP 106.3m. The combined market value of the properties was estimated at GBP 1.47bn as of September 2025.

The proposed upcoming transaction restructuring includes the following main changes: i) rationalisation of Vantage Data Centers group’s structure; ii) insertion of VDC CWL11 LandCo Limited (the ‘LandCo’) in the transaction; iii) issuance of up to GBP 200.0m further class A-2 notes and up to GBP 54.0m new class B notes by Vantage Data Centers Jersey Borrower SPV Limited. As part of the group rationalisation, four corporate entities positioned above the issuer in the ownership structure will be removed. As a result, the issuer will become a direct subsidiary of Vantage Data Centers Jersey Limited. The LandCo has purchased the freehold to the land on which the CWL11 data centre is located. Vantage Data Centers UK limited, the owner of the data centres, continues to make headlease payments to the new landlord under the headlease, the LandCo. As part of the corporate restructuring, the LandCo will become a direct wholly owned subsidiary of the issuer and enter the transaction. It will become an obligor, the headlease payments will serve as a source of income related to the rated notes and it will grant security over its assets in favour of the trustee that represents the noteholders.

The proceeds from the issuance of the notes will be used for: i) full redemption of the class A-1 variable funding notes, which currently rank senior to the class A-2 notes in the pre-enforcement priority of payments; ii) repayment of the LandCo’s debt which was used for the acquisition of the freehold interest; iii) funding the liquidity reserve; iv) financing transaction costs; and v) financing Vantage’s general corporate purposes.

Following the restructuring, the main structural features will be: i) two classes of notes paying monthly fixed-rate interest with class A-2 notes ranking senior to class B notes; ii) an anticipated repayment date (‘ARD’) of May 2029 for both classes of notes, after which additional interest will start to accrue; iii) a legal final maturity date for both classes of notes of May 2039; iv) financial covenants that protect the rated instruments against a reduction in the properties’ market value or rental income; v) following the ARD a monthly sweep of excess cash if the notes are not repaid; vi) a liquidity reserve that protects the issuer against cashflow shortfalls.

The noteholders will be exposed to the following key counterparties: i) Barclays Bank PLC as issuer account bank; ii) National Westminster Bank plc as propco account bank; iii) Factory Mutual Insurance Company and Zurich American Insurance Company as insurers; iv) Vantage Data Centers Europe S.à.r.l, Vantage Data Centers United Kingdom Opco Limited and VDC UK Management Company Limited as data centre managers; and v) U.S. Bank Europe DAC as principal paying agent.

Rating rationale

Counterparty risk is immaterial, relative to the assigned rating level. One or more key drivers of the credit rating action are considered an ESG factor.

The preliminary rating relies on the information made available to Scope up to 22 October 2025. Scope may assign a final rating subject to the review of the final version of all transaction documents and legal opinions. Final credit ratings may deviate from preliminary ratings.

The class B notes’ rating reflects the ultimate payment of interest and principal on or before the final maturity date and timely payment of interest once class B notes become the most senior class of notes outstanding. The ratings assigned to the rated instruments do not address payment of any additional interest post their anticipated repayment date in 2029.

Key rating drivers:

Tenants’ credit quality and long lease terms (positive)¹. As of the cut-off date, the properties are almost fully let. Investment-grade rated tenants account for more than 90% of the base rent and the weighted average unexpired lease term is above eight years. The largest tenant holds AAA public ratings. The high credit quality of the tenants combined with a long remaining lease term ensure stable cash flows.

Strong structural protection (positive)². The transaction features several financial covenants which provide extensive protection to the noteholders against both a decrease in collateral value and in income compared to similar commercial real estate transactions. After the ARD, excess cash is used to amortise the class A-2 and class B notes sequentially regardless of the financial metrics.

High-quality data centres and experienced sponsor (positive)^3,5. The Vantage group has a global track record in developing and operating data centres. The properties are built to high industry standards and benefit from renewable energy power. (ESG factor)

Strong fundamentals in the data centre market (positive)⁴. Demand for data centres is growing, driven by digitalisation, artificial intelligence, cloud computing, and the extensive demand for data, while supply is limited. High costs, time need of construction, power capacity constraints are significant entry barriers. This is an incentive for tenants to renew existing leases, which contributes to maintaining healthy cash flows, and supports sustainability of the properties’ market value.

Concentration of rental income (negative)¹. The two largest tenants account for more than 80% of the annualised adjusted base rent. Diversification of the rental income increases transaction resilience against tenant departures. The risk is mitigated by both tenants’ high credit quality, long lease terms and high termination fees.

Potential technological innovation adversely affecting data centres (negative)⁵. Unlike traditional commercial real estate asset types, data centres are heavily reliant on the fast-changing high-tech environment. Scope believes in the short-term demand for data centres will be high, but the total remaining time until the final maturity may provide room for development of new technologies or tightening in artificial intelligence regulation, resulting in declining demand for data centres.

Key analytical assumptions:

The transaction´s key assumptions are rental value haircuts applied to projected cash flows, structural vacancy rates, void periods applied following a lease discontinuation event, tenants’ credit quality, and discount rates used to measure the properties’ value.

The key analytical assumptions factor in historical performance metrics of the properties or of comparable assets, the assumed financial and operational strength of the tenancy base, Scope’s macroeconomic expectations and property sector outlooks. They may incorporate quantitative data, such as rental values and occupancy levels, or qualitative judgments, such as: operational strength of the tenancy base, property location, sponsors and business plan quality assessment.

Details on these assumptions and other parameters are provided under the section ‘Quantitative analysis’ below.

Key data sources:

The information to derive the key quantitative assumptions is predominantly sourced from: tenancy schedule, valuation report, investor reports and lease abstracts.

Rating-change drivers

A change to the levels or parameters of the transaction’s key analytical assumptions based on observed performance or new data sources, significant changes to the transaction’s collateral and structural features, and a change in Scope’s credit views regarding the transaction’s key rating drivers could impact the rating.

The sensitivity analysis below provides an indication of the resilience of the credit rating against deviations in key analytical assumptions.

Sensitivity analysis

This analysis is solely intended to illustrate the sensitivity of the credit rating to the assumed parameters and, all else being equal, does not reflect expected or likely scenarios.

Class B notes:

• Rental value haircuts increased by 20%: zero notches;
   
• Discount rates increased by 20%: zero notches;
   
• Structural vacancy rate increased by 100%: zero notches;
   
• Rated tenants’ credit quality decreased by three notches: zero notches;
   
• Void periods increased by 50%: zero notches.

Quantitative analysis

This section provides a non-exhaustive list of relevant quantitative parameters. Scope applied the following assumption parameters at the assigned rating level of BBB:

• Rental value haircut: 15.0%
   
• Void period upon reletting: 17 months
   
• Weighted-average discount rate: 9.4%
   
• Interest rate vectors: as disclosed in Scope´s General Structured Finance Methodology

Scope applied the following non-rating-conditional assumption parameters:

• Structural vacancy rate: 10%
   
• Weighted-average tenancy rating: A+
   
• Non-recoverable costs: CWL11: 17.3 GBP/kW/month, CWL13: 14.1 GBP/kW/month
   
• Maintenance costs: 35.8 GBP/kW p.a.
   
• Estimated rental value: 90.0 GBP/kW/month
   
• Liquidation costs: 1.5% of notes’ outstanding balance (capped at GBP 1.7m), plus 9% of Scope’s assumed portfolio market value

Rating driver references
1. Data tape (Confidential)
2. Offering circular (Confidential)
3. Valuation report (Confidential)
4. Scope research
5. Scope supporting material (Confidential)

Stress testing
Stress testing was considered in the quantitative analysis by considering scenarios that stress factors, like rental value haircuts and discount rates, contributing to sensitivity of Credit Ratings and consider the likelihood of severe collateral losses or impaired cash flows.

Cash flow analysis
Scope Ratings performed a cash flow analysis of the transaction incorporating relevant asset assumptions and taking into account the transaction’s main structural features, such as the instruments’ priority of payments, the instruments’ size and coupons. The outcome of the analysis is an expected loss rate and an expected weighted average life for the instruments based on the generated cash flows.

Methodology
The methodologies used for this Credit Rating, (CRE Loan and CMBS Rating Methodology, 16 December 2024; General Structured Finance Rating Methodology, 13 February 2025; Counterparty Risk Methodology, 30 June 2025), are available on scoperatings.com/governance-and-policies/rating-governance/methodologies.
Information on the meaning of each Credit Rating category, including definitions of default, recoveries, Outlooks and Under Review, can be viewed in ‘Rating Definitions - Credit Ratings, Ancillary and Other Services’, published on scoperatings.com/governance-and-policies/rating-governance/definitions-and-scales. Historical default rates of the entities rated by Scope Ratings can be viewed in the Credit Rating performance report at scoperatings.com/governance-and-policies/regulatory/uk-regulation. A comprehensive clarification of Scope Ratings’ definitions of default and Credit Rating notations can be found at scoperatings.com/governance-and-policies/rating-governance/definitions-and-scales. Guidance and information on how environmental, social or governance factors (ESG factors) are incorporated into the Credit Rating can be found in the respective sections of the methodologies or guidance documents provided on scoperatings.com/governance-and-policies/rating-governance/methodologies.

Solicitation, key sources and quality of information
The Rated Entity and/or its Related Third Parties participated in the Credit Rating process.
The following substantially material sources of information were used to prepare the Credit Rating: public domain, the Rated Entity, the Rated Entities’ Related Third Parties, third parties and Scope Ratings’ internal sources.
Scope Ratings considers the quality of information available to Scope Ratings on the Rated Entity or instrument to be satisfactory. The information and data supporting the Credit Rating originate from sources Scope Ratings considers to be reliable and accurate. Scope Ratings does not, however, independently verify the reliability and accuracy of the information and data.
Scope Ratings has received a third-party asset due diligence assessment/asset audit. The external due diligence assessment/asset audit was considered when preparing the Credit Rating and it has no impact on the Credit Rating.
Prior to the issuance of the Credit Rating action, the Rated Entity was given the opportunity to review the Credit Rating and the principal grounds on which the Credit Rating is based. Following that review, the Credit Rating was not amended before being issued.

Regulatory disclosures
The Credit Rating is issued by Scope Ratings UK Limited, at 52 Grosvenor Gardens, London, United Kingdom, SW1W 0AU, Tel +44 20 7824 5180. The Credit Rating is EU-endorsed.
Lead analyst: Adam Plajner, Director
Person responsible for approval of the Credit Rating: Benoit Vasseur, Managing Director
The Preliminary Credit Rating was first released by Scope Ratings on 11 November 2025.

Potential conflicts
See scoperatings.com under Governance & Policies/Regulatory for a list of potential conflicts of interest disclosures related to the issuance of Credit Ratings, as well as a list of Ancillary Services and certain non-Credit Rating Agency services provided to Rated Entities and/or Related Third Parties.

Conditions of use/exclusion of liability
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