## Assessment of TenneT Holding B.V.'s Suitability for Hybrid Bond Issuance ### Company Profile TenneT is a transmission system operator (TSO) owned by the Dutch State, headquartered in Arnhem, Netherlands. As a regulated utility operating critical energy infrastructure, it occupies a strategic position in the European energy market. ### Key Financial Analysis **Existing Hybrid Capital:** TenneT already has €2,125 million in hybrid capital on its balance sheet (unchanged from 2021 to 2022), demonstrating established market access and investor familiarity with hybrid instruments from this issuer. **Balance Sheet & Leverage:** - Total assets grew significantly from €31.2B to €38.5B (+23%) - Total equity: €7.7B (2022), representing ~20% equity ratio - Long-term borrowings surged from €12.4B to €19.0B (+54%) - Debt-to-equity ratio is approximately 2.56x (long-term debt/equity), which is high but typical for regulated utilities - The company received a €1.23B capital contribution from the Dutch State during 2022, showing strong shareholder support **Profitability:** - Revenue grew from €5.5B to €8.3B (+50%) - However, the company reported significant operating losses: -€976M (2022) vs -€275M (2021) - Net loss widened to -€879M from -€340M - The losses are largely driven by energy transmission charges (pass-through costs) and timing differences typical of regulated utilities **Cash Flow:** - Operating cash flows: €1.2B (positive, though down from €5.7B) - Massive capex of €4.4B reflecting infrastructure investment - Successfully raised €7.3B in new borrowings - Strong financing activity with net cash increase of €3.4B **Regulatory & Structural Factors:** - State-owned entity (Dutch State as parent) — provides implicit sovereign support - Regulated monopoly business with predictable long-term revenue framework - Essential infrastructure operator — systemic importance - Already a proven hybrid issuer with €2.125B outstanding - Investment-grade characteristics typical of European TSOs **Strengths for Hybrid Issuance:** 1. **State ownership** provides strong implicit guarantee 2. **Regulated utility** with essential, monopolistic infrastructure 3. **Proven track record** — already has hybrid bonds outstanding 4. **Strong market access** — raised €7.3B in borrowings in one year 5. **Strategic importance** to European energy transition (massive capex program) 6. **Capital support** — Dutch State injected €1.23B in equity **Concerns:** 1. Increasing leverage with debt growing faster than equity 2. Operating and net losses are widening 3. Very large capex requirements going forward 4. Equity ratio is relatively thin at ~20% ### Conclusion Despite the operating losses (which are largely regulatory timing-related for a TSO) and rising leverage, TenneT is strongly positioned for hybrid bond issuance. The combination of state ownership, regulated monopoly status, systemic importance, proven hybrid market access, and active sovereign support through capital injections makes it an ideal hybrid bond issuer. The losses reflect the regulated framework where costs are eventually recovered through tariffs. The massive investment program actually strengthens the case for hybrid capital as a tool to maintain credit metrics while funding critical infrastructure. Strongly Suitable