# Reasoning for Hybrid Bond Origination Prioritization ## What is a hybrid bond? A hybrid bond (perpetual subordinated bond) is a debt-equity instrument that receives partial equity credit from rating agencies. Companies issue hybrids to strengthen their balance sheets, improve credit metrics, and optimize capital structure without diluting shareholders. Key drivers for hybrid issuance include: - High leverage / desire to improve credit ratios - Existing hybrid program nearing call dates (refinancing needs) - Growth capex needs requiring capital without full dilution - Investment-grade issuers seeking to maintain ratings ## Analysis of Each Entity ### Entity A: ENI S.P.A. - **Existing hybrid program**: ENI already has perpetual subordinated bonds. The data shows: - 2020-2021: Issued €3B in hybrid bonds - 2021-2022: Issued €2B in hybrid bonds (net of reimbursements) - 2022-2023: No new hybrid issuance, only coupon payments of €138M - **Financial position**: Very strong - €13.9B net profit, significant cash generation (€17.5B operating cash flow), actively buying back shares (€2.4B), strong equity position (€55.2B) - **Leverage**: Total debt is manageable relative to equity and cash flows - **Assessment**: ENI is already a proven hybrid issuer with an established program. However, they didn't issue new hybrids in 2022 and are in a very strong financial position with massive profits and buybacks. They may not have an immediate need, but as a repeat issuer, they could refinance existing hybrids or issue new ones. The lack of new issuance in 2022 suggests they may not be the most immediate prospect. ### Entity B: TenneT Holding B.V. - **Existing hybrid program**: Has €2.125B in hybrid capital, unchanged between periods - **Financial position**: Severely stressed - reported a loss of €879M in 2022, with operating loss of €976M - **Massive capex needs**: €4.4B capex in 2022, growing infrastructure investment as a transmission system operator - **Leverage concerns**: Long-term borrowings jumped from €12.4B to €19B, total borrowings growing rapidly - **Capital injection**: Received €1.23B capital contribution from Dutch State in 2022 - **Already highly leveraged**: Debt-to-equity ratio is very high and worsening - **Assessment**: TenneT has enormous and growing capital needs (energy transition infrastructure), is loss-making, already received state equity injections, and has existing hybrid capital. The massive investment program combined with deteriorating financials makes them a PRIME candidate for hybrid issuance to improve credit metrics and support the growing debt load. They desperately need equity credit instruments. ### Entity C: REDEIA CORPORACION SA (Red Eléctrica) - **No existing hybrid program**: No hybrid bonds visible in the data - **Financial position**: Stable and profitable - €681M profit, stable revenues around €2B - **Leverage**: Significant debt (€5.5B long-term + €722M current borrowings) relative to equity (€4.9B) - **Growth**: Made significant acquisitions in 2022 (€305M in subsidiaries/associates, €920M in "Otras operaciones con socios" suggesting a major transaction, possibly related to Hispasat or international expansion) - **Capital needs**: Moderate but growing capex; received €1B from treasury share transactions (suggesting a capital raise) - **Assessment**: As a regulated utility with no existing hybrid program, moderate leverage, and growing investment needs, Redeia is a good candidate to initiate a hybrid bond program. The absence of existing hybrids means there's a greenfield opportunity. ## Prioritization 1. **Entity B (TenneT)** - FIRST: Most urgent need. Loss-making, massive and growing capex requirements, rapidly increasing leverage, already receiving state equity injections. Hybrid bonds would provide crucial equity credit to support credit ratings amid unprecedented infrastructure investment. Existing hybrid program means they understand the instrument. 2. **Entity C (REDEIA)** - SECOND: No existing hybrid program presents a greenfield origination opportunity. Moderate leverage with growing investment needs. As a regulated utility (similar profile to many hybrid issuers), this is a natural fit. The significant transactions in 2022 suggest strategic growth requiring capital optimization. 3. **Entity A (ENI)** - THIRD: Already an established hybrid issuer (less origination fee opportunity for "new" business), currently in a position of financial strength with massive profits and no immediate hybrid issuance needs. While refinancing opportunities may arise, the immediate need is lowest. B,C,A