# Reasoning for Hybrid Bond Origination Priority ## What is a hybrid bond? Hybrid bonds (deeply subordinated securities/perpetual subordinated bonds) are instruments that sit between debt and equity. Issuers typically use them to: 1. Strengthen balance sheet/equity credit from rating agencies 2. Manage leverage without diluting shareholders 3. Refinance existing hybrids 4. Fund acquisitions or capital expenditure ## Analysis of Each Entity ### Entity B: ELECTRICITE DE FRANCE (EDF) - **Massive loss in 2022**: Net loss of €18.2 billion, with €17.9 billion attributable to parent - **Significant balance sheet stress**: Equity dropped from €62B to €46.6B; equity attributable to owners fell from €50.2B to €34.3B - **Already a hybrid issuer**: Has perpetual subordinated bonds - paid €606M in coupons in 2022, and issued/redeemed €994M/net in the period - **Huge debt increase**: Non-current financial liabilities rose from €56.5B to €71.1B; current financial liabilities from €45B to €71.8B - **Leverage is extremely high**: Total assets €388B vs equity €46.6B - **Strong need**: EDF desperately needs to shore up its balance sheet given the massive losses. The equity-credit benefit of hybrids would be very attractive. They already have an established hybrid program and would likely need to issue more to maintain rating agency equity credit. - **Recent capital increase**: €4.2B equity issuance shows willingness to raise capital - **Nuclear provisions**: €56B in nuclear provisions create ongoing balance sheet pressure ### Entity A: VEOLIA ENVIRONNEMENT - **Active hybrid issuer**: "Titres Super Subordonnés à Durée Indéterminée" (deeply subordinated perpetual securities) went from €2.46B to €3.5B, including €1.62B contribution from Suez hybrid debt and a €500M repayment - **Recent acquisition of Suez**: Massive balance sheet growth (assets from €53B to €73.3B), driving need for balance sheet optimization - **Already refinancing hybrids**: Repaid €500M in hybrids in 2022 and absorbed Suez's €1.6B hybrid - may need to refinance or issue new hybrids - **Moderate leverage**: Equity €14.9B vs assets €73.3B; non-current financial liabilities rose from €10.5B to €19.7B - **Profitable**: Net income €997.6M (up from €554.9M), healthy operating cash flows of €4.1B - **Dividend proposed at €1.12/share**: Shows commitment to shareholder returns, making hybrid (non-dilutive) more attractive than equity - **Integration costs ongoing**: Suez integration creates continued capital needs ### Entity C: REDEIA CORPORACION SA - **No existing hybrid instruments**: No deeply subordinated securities or perpetual bonds on the balance sheet - **Relatively conservative balance sheet**: Total assets €14.8B, equity €4.9B - **Moderate leverage**: Non-current financial liabilities €5.5B, reasonable given regulated utility nature - **Stable profitability**: €681M net income, relatively stable year-over-year - **Large capital increase in reserves**: €920M increase in reserves from "Otras operaciones con socios o propietarios" (other transactions with owners) - appears to involve a significant transaction (potentially Hispasat acquisition given the investing outflows) - **Significant investing activity**: €1.64B in investing outflows (up from €537M), including €305M in group companies and €1.5B in financial instruments - suggests expansion - **Could be a first-time hybrid issuer**: The expansion and increased investment needs could make them a candidate, but they lack the urgency and familiarity with hybrid instruments ## Priority Ranking 1. **Entity B (EDF)** - Most urgent need. Massive losses eroded equity significantly, already has hybrid program, needs to rebuild balance sheet metrics for rating agencies, enormous capex program ahead (nuclear fleet maintenance, new builds). The combination of financial distress, existing hybrid familiarity, and massive capital needs makes them the top prospect. 2. **Entity A (Veolia)** - Strong prospect. Active hybrid user with maturing/refinancing needs from Suez integration. Growing balance sheet needs optimization. Already paid back €500M hybrid and may need replacement issuance. Profitable and investment-grade, making execution straightforward. 3. **Entity C (Redeia)** - Least urgent. Healthy balance sheet, no existing hybrid program, stable regulated business with manageable leverage. While expansion could create need, they're less likely to be immediate prospects for hybrid issuance. B,A,C