Fitch Ratings has downgraded 19 and affirmed 29 classes from three U.S. CMBS 2019 vintage conduit transactions in the Benchmark shelf.

The Rating Outlooks for 14 classes across the three transactions were revised to Negative from Stable, and 13 classes were assigned Negative Outlooks following their rating downgrades.

RATING ACTIONS

Entity / Debt

Rating

Prior

Benchmark 2019-B12

A-2 08162FAB9

LT

AAAsf

Affirmed

AAAsf

A-3 08162FAC7

LT

AAAsf

Affirmed

AAAsf

A-4 08162FAD5

LT

AAAsf

Affirmed

AAAsf

A-5 08162FAF0

LT

AAAsf

Affirmed

AAAsf

A-AB 08162FAE3

LT

AAAsf

Affirmed

AAAsf

A-S 08162FAG8

LT

AAAsf

Affirmed

AAAsf

B 08162FAH6

LT

AA-sf

Affirmed

AA-sf

C 08162FAJ2

LT

BBBsf

Downgrade

A-sf

D 08162FAN3

LT

BB+sf

Downgrade

BBBsf

Page

of 6

VIEW ADDITIONAL RATING DETAILS

KEY RATING DRIVERS

Performance and 'Bsf' Loss Expectations: Deal-level 'Bsf' ratings case losses are 5.46% in BMARK 2019-B11, 4.49% in BMARK 2019-B12 and 4.90% in BMARK 2019-B13, each of which have increased since Fitch's prior rating action.

Across the three transactions, Fitch has identified 33 loans as Fitch Loans of Concern (FLOCs) due to performance declines, major tenant vacancy and lease rollover concerns. The weighted-average concentration of FLOCs is 27.8% (ranging from 26.5% to 28.4%).

Across the three transactions, six loans are in special servicing, which include three (6.6% of the pool) loans in BMARK 2019-B11; one loan in BMARK 2019-B12 (0.8%); and two loans (2.0%) in BMARK 2019-B13.

Downgrades reflect increased pool loss expectations across the three transactions driven by performance deterioration of FLOCs, most notably for the 57 East 11th Street (1.9%), Weston I &II (4.6%), and Central Tower Office (3.3%) loans in BMARK 2019-B11, the 250 Livingston loan in BMARK 2019-B12 and hotel loans Delta Hotels Chesapeake Norfolk (1.6%) and Hotel Indigo Birmingham (1.0%) in BMARK 2019-B13.

Seven of the downgraded classes were from BMARK 2019-B11, which has a FLOC concentration of 28.3%. The largest contributors to expected loss are the two specially serviced loans, Greenleaf at Howell (2.4%) and 57 East 11th Street (1.9%), as well as the performing Weston I &II (4.6%).

The Outlook revisions to Negative from Stable in BMARK 2019-B11 reflect the high concentration of office loans within the pool (45.0%) with multiple loans with major tenant rollover, occupancy declines and softening submarket conditions. Without performance stabilization of the FLOCs including office loans with major tenant departures, downgrades of one category or more are possible.

Seven of the downgraded classes were from BMARK 2019-B12, which has a FLOC concentration of 28.4%. The largest contributors to expected loss are 250 Livingston (4.4%), Woodlands Mall (6.7%) and the specially serviced Greenleaf at Howell (0.8%).

The Outlook revision to Negative from Stable in BMARK 2019-B12 reflect the overall office concentration of 27.1%, major tenant departure for the 250 Livingston loan and the potential for further declines in performance, as well as rollover concerns with additional office loans in the pool. Downgrades of up to one category are possible.

An additional five of the downgraded classes were from BMARK 2019-B13, which has a FLOC concentration of 26.5%. The largest contributors to loss are Sunset North (8.0%), 900 & 990 Steward Avenue (4.8%) and specially serviced loan Hotel Indigo Birmingham (1.0%).

The Outlook revisions to Negative from Stable in BMARK 2019-B13 reflect the overall office concentration of 27.3%, deteriorating hotel performance (Delta Hotel Chesapeake Norfolk and Hotel Indigo Birmingham) with refinance concerns for loans with near-term maturities coupled with major tenant lease expirations (Northpoint Tower and The BC Remedy Building, combined 3.7%).

Fitch Loans of Concern

The 250 Livingston loan in the BMARK 2019-B12 transaction is secured by a 370,305-sf office property located in Brooklyn, NY that was built in 1910 and renovated in 2013. The largest tenant at the property, The City of New York (92.5% of NRA) has exercised its option to terminate the lease by the end of August 2025.

Fitch's 'Bsf' rating case loss (prior to concentration adjustments) of 21.6% factors a higher probability of default to account for the expected departure of the largest tenant coupled with weakening market conditions with CoStar reporting a vacancy rate of 19.5% in the Downtown Brooklyn office submarket.

The 57 East 11th Street loan in the BMARK 2019-B11 transaction is secured by a 64,460-sf office building located in the Greenwich Village neighborhood of New York City. The property was formerly 100% occupied by WeWork. The servicer noted that WeWork stopped paying rent in October 2023 and is no longer operating at the subject after rejecting the lease during bankruptcy proceedings.

The loan transferred to special servicing in February 2024 due to payment delinquency. Fitch's 'Bsf' rating case loss (prior to concentration adjustments) of 34.1% reflects a higher probability of default due to the fully vacated space and loan default.

The Greenleaf at Howell loan in the BMARK 2019-B11 and BMARK 2019-B12 transactions is secured by a 228,545-sf retail property located in Howell, NJ that was built in 2014. The loan transferred to special servicing in September 2020. A loan modification has been executed. As of April 2024, the loan status is current. The property's second largest tenant, Xscape Cinemas (25.0% of the NRA), vacated the property prior to lease expiration. Fitch's 'Bsf' rating case loss (prior to concentration adjustments) of 47.7% reflects a discount to the most recently reported appraisal value equating to a stressed value of $127 psf.

WeWork Exposure: In addition to the 57 East 11th Street loan noted above, the Sunset North loan in the BMARK 2019-B13 transaction has exposure to WeWork. The loan is secured by a 464,061-sf office building in Bellevue, WA with WeWork as the third largest tenant accounting for 17% of the square footage.

Near-term Maturities: The BMARK 2019-B11 transaction has three loans totaling $85.7 million (8.1%) with a loan maturity in 2024, which include specially serviced loan Hilton Melbourne (2.3%). The BMARK 2019-B12 transaction has seven loans totaling $276.9 million (20.0%) with a loan maturity in 2024, three of which are secured by office properties (10.8%). The BMARK 2019-B13 transaction has six loans totaling $104.5 million (11.2%) with a loan maturity in 2024, which include the 47 Clinton Street loan (0.9%) that transferred to special servicing in January 2024 for maturity default. A forbearance was executed in March 2024.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade

Downgrades to senior 'AAAsf' rated classes are not expected due to the position in the capital structure and expected continued amortization and loan repayments, but may occur if deal-level losses increase significantly and/or interest shortfalls occur.

Downgrades to junior 'AAAsf' rated classes with Negative Outlooks are possible with continued performance deterioration of the FLOCs, increased expected losses and limited to no improvement in class CE, or if interest shortfalls occur.

Downgrades to classes rated in the 'AAsf' and 'Asf' categories could occur if deal-level losses increase significantly from outsized losses on larger FLOCs and/or more loans than expected experience performance deterioration and/or default at or prior to maturity.

Downgrades to in the 'BBBsf', 'BBsf' and 'Bsf' categories are likely with higher than expected losses from continued underperformance of the FLOCs, in particular office loans with deteriorating performance including 250 Livingston, 57 East 11th Street, Weston I &II, Central Tower Office, and/or with greater certainty of losses on the specially serviced loans and/or other FLOCs.

Downgrades to distressed ratings of 'CCCsf' through 'CCsf' would occur should additional loans transfer to special servicing and/or default, as losses are realized and/or become more certain.

Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade

Upgrades to classes rated in the 'AAsf' and 'Asf' category may be possible with significantly increased CE from paydowns and/or defeasance, coupled with stable-to-improved pool-level loss expectations and improved performance on the FLOCs.

Upgrades to the 'BBBsf' category rated classes would be limited based on sensitivity to concentrations or the potential for future concentration. Classes would not be upgraded above 'AA+sf' if there is likelihood for interest shortfalls.

Upgrades to 'BBsf' and 'Bsf' category rated classes are not likely until the later years in a transaction and only if the performance of the remaining pool is stable, recoveries on the FLOCs are better than expected and there is sufficient CE to the classes.

Upgrades to distressed ratings of 'CCCsf' through 'CCsf' are not expected, but possible with better than expected recoveries on specially serviced loans and/or significantly higher values on FLOCs.

USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10

Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING

The principal sources of information used in the analysis are described in the Applicable Criteria.

ESG Considerations

The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. For more information on Fitch's ESG Relevance Scores, visit https://www.fitchratings.com/topics/esg/products#esg-relevance-scores.

Additional information is available on www.fitchratings.com

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