GOWINGS BROS Prepared for John Gowing · Stress companion · July 2026
0

The question

About this paper

You have read the case for building. This paper asks the opposite question: if the things that can go wrong financially do go wrong, together and at once, does the investment survive?

This is a companion to the main paper, built on the same underwriting model. Nothing in that model was edited. Every stressed figure here lives in a new workbook, Gowings_Datacentre_Underwriting_Model__STRESS_v1.xlsx, which recomputes each scenario from the model's own central inputs. Where a source figure looks wrong it is flagged with the arithmetic, never changed. No new facts, counterparties or market data were introduced; the only new inputs are stressed values of inputs the model already carries, plus three flagged analyst assumptions noted in Section 7.

The method is a hard-constraints pass: each assumption the case rests on is pushed to a bad but plausible value, one at a time and then in combination, and the equity return, interest cover and cash drawdown are read off at each point. The verdicts use the model's own thresholds, defined in Section 1.

RulingThe prospect survives as a staged commitment. It does not survive as an unconditional build.

The ruling is carried by three findings below, each traceable to the stress workbook. The decision remains yours.

First, no single financial failure sinks either vehicle. The building keeps covering its senior interest down to 39% occupancy (Vehicle A) or 46% utilisation (Vehicle B). Single misses wound returns; none of them, alone, reaches the equity's solvency.

Second, combinations kill, and they kill the recommended vehicle first. A world in which each key input misses moderately at the same time takes Vehicle B from 10.6% to 2.1% cash-on-cash and breaches a 1.5x interest-cover test. The same world leaves Vehicle A at 8.0%. Under a worst-case lens the vehicle ranking reverses: the operator vehicle owns the higher ceiling, the landlord vehicle owns the floor.

Third, every killing combination is measurable before the money is spent. Premium, pre-commitments, contracted power terms, tendered capex, debt terms: each is observable at the gates. The strongest mitigation in this paper is not an operating fix; it is sequencing. Capital commits only behind the six gates and the conditions in Section 8.

1

How failure is measured

The verdicts below use the model's own pass marks, not new ones invented for this paper.

Yardsticks
MeasureTestSource
Levered cash-on-cashClears at 8% or above; marginal from 4%, proceed only with structural protection; fails below 4%Model, Assumptions B.8
Interest cover (DSCR)Stress benchmark 1.5x; below it a typical senior covenant is breached and the lender takes control of cashAnalyst assumption, flagged; no covenant exists in the model
Equity at riskDeepest cumulative equity outflow before the project turns cash-positiveStress workbook, IRR Scenarios tab

Thresholds: Assumptions!C118 (8%) and C119 (4%), defined for Vehicle B; applied to both vehicles here for comparability and flagged as such (Section 7). Central case for reference: Vehicle A 12.5% cash-on-cash on A$1,260M deployed; Vehicle B 10.6%.

2

Vehicle B under stress · the recommended vehicle

Recommendation first: Vehicle B remains investable only if its two load-bearing inputs, utilisation and colo price, are contractually protected before FID. Unprotected, it is the faster vehicle to fail.

Single failures · stabilised basis · central c-o-c 10.6%
StressEBITDA to GowingsLevered c-o-cVerdict
Utilisation 60% (central 78%)A$73.1M4.6%Marginal
Colo price A$650/kW/mo (central A$800)A$80.2M5.7%Marginal
Colo price A$500/kW/moA$49.6M0.9%Fails
Power A$200/MWh, no pass-through (central A$130)A$92.1M7.6%Marginal
Senior coupon 9.0% (central 7.0%)A$110.7M8.6%Holds
JV split worsens to 70/30 (central 80/20)A$96.8M8.4%Holds

Source: stress workbook, VehB Stress tab (live formulas from Inputs). Bands per Section 1. The power stress retires entirely if metered power pass-through is written into every colo contract; that condition appears in Sections 6 and 8.

Time and exit stresses

Cash-flow stresses · 30-year levered IRR · central 8.1%
StressLevered IRRDeepest equity drawdown
Exit at 10x EV/EBITDA (central 16x); exit equity A$477M vs A$1,141M7.3%A$673M
Energisation two years late (transformer lead)6.5%A$761M
Exit written to zero: asset worthless at year 30, debt repaid5.1%A$673M

Source: stress workbook, IRR Scenarios tab. The central row ties to the main model's Operator (JV colo)!C44. Delay years carry interest with no revenue: about A$44M per slip year.

The reading is plain. Vehicle B holds against financing stresses and against any one commercial miss, but its two load-bearing inputs sit close together: a price miss and a utilisation miss are the same customer decision arriving twice. Section 4 prices what happens when they arrive together.

3

Vehicle A under stress · the fallback

Recommendation first: Vehicle A is the downside-resilient structure. Its worst single failures dent the return; almost nothing it faces alone pushes it below the marginal line.

Single failures · NNN stabilised basis · central c-o-c 12.5%
StressUnlevered yieldLevered c-o-cVerdict
Premium +5% (central +18%), v3 Corner 28.2%10.3%Thesis fails
Premium 0%: sovereign demand never shows7.8%9.4%Thesis retired
Capex A$60M/MW (central A$45M), v3 Corner 16.9%7.4%Marginal
Senior coupon 8.5% (central 6.5%)9.2%10.1%Holds

Source: stress workbook, VehA Stress tab. The premium rows carry v3's own corner verdicts, and they deserve a sentence: at +5% the arithmetic still shows 10.3% cash-on-cash, yet v3 rules the case failed, because a boutique that cannot earn its premium is a subscale commodity landlord competing against operators with cheaper capital. The number holds; the reason to build does not. That is a thesis failure, not a solvency failure, and it is fully observable at the premium gate before FID.

Tenant, time and exit stresses

Event stresses · central levered IRR 8.8%
StressResultReading
Anchor defaults year 5; 18 months dark; re-let at baseline rentA$63.0M/yr burn; then 9.4% c-o-cWounded, survivable: roughly A$95M of equity burnt while dark (fixed opex plus interest), and the re-let case is the Premium 0% row
Exit cap rate 8.0% (central 6.5%): terminal value A$1,450M vs A$1,784MIRR 8.4%Wounded; exit timing flexes on a 30-year hold
Refresh capex doubles to A$360MIRR 8.2%Holds
Energisation two years lateIRR 7.0%; drawdown A$690MHolds; carry is A$45.0M per slip year
Exit written to zero: asset worthless at year 30, debt repaidIRR 5.8%The harshest exit assumption available; payback (~11 yrs) never depended on the exit

Source: stress workbook, VehA Stress and IRR Scenarios tabs. Central IRR row ties to the main model's Cash Flow & Returns!C25. Anchor-default mitigations (guarantee, parent covenant, step-in) are priced in Section 6.

4

The adverse world · when misses arrive together

One world, both vehicles. Each leg is a moderate, plausible miss, not a catastrophe: demand softer, price softer, build dearer, debt wider, power dearer. No single leg would sink either vehicle on its own.

The adverse world · demand softer · price softer · build dearer · debt wider · power dearer
LineVehicle AVehicle BB + power pass-throughB + pass-through + 40% LTV
Deployed capitalA$1,400MA$1,400MA$1,400MA$1,400M
Operating result to GowingsA$108.1MA$70.4MA$75.7MA$75.7M
Senior interestA$57.8MA$56.0MA$56.0MA$44.8M
Levered cash-on-cash8.0%2.1%2.8%3.7%
Interest cover1.87x1.26x1.35x1.69x
VerdictMarginalFailsFailsFails

Source: stress workbook, Adverse World tab. Legs: Vehicle A premium +10%, capex A$50M/MW, coupon 7.5%; Vehicle B utilisation 70%, colo price A$700/kW/mo, power A$150/MWh, capex A$50M/MW, coupon 8.0%. Under NNN the power leg belongs to the tenant, which is itself part of the finding.

This table is the paper. Vehicle A walks through the adverse world at 8.0%, on the clears line, with 1.87x interest cover. Vehicle B falls to 2.1% and a 1.26x cover: below a 1.5x covenant, the lender controls distributions long before insolvency, and the equity is trapped rather than lost. The two contractual mitigations recover solvency, not returns: power pass-through lifts B to 2.8%, and sizing debt at 40% LTV holds cover at 1.69x, but the return stays below the 4% line in every mitigated form.

The worst case therefore reverses the recommendation's emphasis. The main paper recommends Vehicle B for the margin it owns and the ceiling it keeps. This paper adds the condition: B's floor must be bought contractually before FID, or the downside belongs to Vehicle A's structure.

5

The floors · where each vehicle stops working

Break-even algebra at central pricing, from the model's own cost structure. These are the numbers to watch during ramp, not after it.

Vehicle B floors · stabilised utilisation at central A$800/kW/mo
FloorUtilisationMeaning
Clears line (8% c-o-c)70%Below this the case no longer clears its own hurdle
Marginal line (4% c-o-c)58%Below this the case fails outright
Covenant line (DSCR 1.5x)57%Below this a typical lender takes the cash keys
Cash break-even after interest46%Below this the equity subsidises the building
EBITDA break-even25%Below this the building loses money before debt
Vehicle A floors · NNN, central anchor rent A$5.31M/MW/yr
FloorLevelMeaning
Occupancy where NOI just covers interest10.9 MW of 28 (39%)Interest covered at little more than a third full
Rent where NOI just covers interest, at 28 MWA$2.06M/MW/yr61% below the anchor rate
Central interest cover2.57xVehicle B central: 2.51x

Source: stress workbook, Floors tab (live formulas). The Vehicle B clears and marginal floors are this paper's arithmetic for the retire and fail lines; note the open variance on those figures flagged in Section 7.

6

The mitigation schedule · what each protection costs and buys

Every mitigation lands in a contract, a gate or the capital structure. None is an operating hope.

Mitigations, priced
RiskMitigationWhere it landsWhat it costsWhat remains
Power price (B)Metered power pass-through in every colo contractPower contract gateSlightly lower headline colo ratePUE overrun stays with the owner; ~A$1.3M/yr at the NABERS floor
Utilisation shortfall (B)Anchor pre-commitments before FID, mirroring Vehicle A's 60% test; minimum-take clausesAnchors and JV terms gatesRate concession to anchorsChurn drag, currently unmodelled: ~1.7pp of c-o-c (Section 7)
Colo price compression (B)Term contracts with CPI escalators signed pre-FID; never underwrite spotAnchors gateCaps repricing upsideRenewal repricing at years 5 to 10
Capex overrunFixed-price EPC with liquidated damages; contingency already A$105M in the stackSite gate; FID re-price on tenderEPC risk premiumScope change; FX on imported plant (~A$28.5M per 10% AUD move, flagged)
Interest ratesHedge the full drawn balance at FID, tenor through ramp plus five yearsFunding workstreamSwap or cap premiumRefinance beyond hedge tenor
Construction delayTransformer and grid works pre-ordered before FID; completion guarantee; LDsSite gateDeposits ahead of FID~A$44M to A$45M carry per slip year
Anchor default (A)Parent covenant, 12 to 24 month bank guarantee, step-in rightsAnchors gateNothing materialRe-let at baseline: c-o-c 9.4%
Exit compressionUnderwrite the hold, not the sale: payback ~11 years without terminal valueExit gateForegone exit-timing upsideZero-exit IRR 5.8% (A) / 5.1% (B)
Equity and fundingEquity fully committed, with completion support, before FID; staged break pointsSource-of-funds workstream (open)Commitment feesPartner concentration; the one exposure with no operating fix
Covenant breach (B)Size senior debt to the adverse world: 40% LTV holds cover at 1.69x thereFunding workstream0.6pp of central c-o-c (10.6% to 10.0%)Adverse-world return still below 4%

Sources: stress workbook tabs as cited in Sections 2 to 5. The equity line is the largest unpriced exposure in this paper: a funding partner withdrawing mid-build leaves a part-built asset, and no line in the model prices a distressed part-built sale. It is flagged, not modelled, and it is why the committed-equity condition sits first in Section 8.

7

What the model cannot see

A stress paper is honest about the stresses it cannot compute. Seven flags, each with its arithmetic, none silently fixed.

F-S1 · No construction period. The model books capex at year 0 and first revenue at year 1. Transformer lead times run 2 to 3 years. Each slip year costs about A$45M (A) or A$44M (B) in interest before the first dollar of revenue, so the central IRRs are flattered. The delay rows in Sections 2 and 3 quantify.

F-S2 · Churn is an input to nothing. The model carries a 10% annual churn assumption that no formula reads. A 10% churn with a six-month re-let is roughly a five-point utilisation drag: about A$10.4M of EBITDA to Gowings, ~1.7pp of cash-on-cash. Correcting this is a model-first edit for a future round; flagged here, not changed.

F-S3 · An open variance on Vehicle B's own floor. The model's Summary tab says the operator case retires below about 65% utilisation and fails below about 55%; the sensitivity grid and the main paper say about 70% and 60%. This paper's algebra at central price puts the lines at 70% and 58%, siding with the grid. The variance is open for adjudication; no cell was changed.

F-S4 · PUE sits below the regulatory floor. The model assumes PUE 1.35; the NABERS 5-star floor is 1.4. At 1.4 the penalty is about A$1.3M a year of EBITDA to Gowings. Small, and carried.

F-S5 · The two exits are on different bases. Vehicle A exits on a property cap rate, Vehicle B on an EV/EBITDA multiple. The exit stresses in this paper are each on the vehicle's own basis; they are not directly comparable, and neither exit is load-bearing given the hold-forever rows.

F-S6 · No currency line. The import-heavy capex lines total A$570M at central. At an assumed 50% import share, a 10% AUD depreciation adds about A$28.5M to deployed capital. The import share is an analyst assumption, flagged.

F-S7 · One tenant stands for all of them. The anchor-default stress treats a single tenant as 100% of Vehicle A revenue. Real tenancy mix is a diligence output; the stress is conservative on purpose.

All seven flags, with arithmetic, live on the stress workbook's Sources & Flags tab. Flagging without fixing follows the engagement's variance law.

8

The ruling, and its conditions

The prospect survives the worst case the model can price, on one reading and six conditions.

The reading: this is a staged commitment, not a build decision. Nothing in this paper changes the six gates, and nothing here requires a new one. What the worst case adds is precision about what must be true inside gates that already exist, before any capital commits.

Pre-FID conditions from the stress pass
#ConditionSits inside
1Equity fully committed, with completion support, before FIDSource-of-funds workstream (open)
2Metered power pass-through in every colo contractPower contract gate
3Anchor pre-commitments for the operator vehicle mirroring Vehicle A's 60% testAnchors gate
4Debt hedged at FID; operator-vehicle LTV sized to the adverse world (40%)Funding workstream
5Fixed-price EPC and long-lead pre-orders before FIDSite gate
6Walk-away re-priced at every gate; the option to stop is the cheapest insurance in this paperAll six gates

On vehicles: if the Board weighs the floor more heavily than the ceiling, the stress case favours Vehicle A, or Vehicle B only with conditions 2 to 4 in hand. One structural option is named without being recommended: an anchor floor on NNN terms with a colo overlay above it, a hybrid of the two vehicles, would carry Vehicle A's floor and part of Vehicle B's ceiling. Pricing it belongs at the JV-terms gate, not in this paper.

The answer to the question this paper opened with: yes, the prospect survives, because the structure of the commitment lets you find out whether the worst case is arriving before you have paid for it. Strip the staging away and the honest answer becomes no.