I need to assess whether TERNA S.p.A. should issue hybrid bonds and to what extent, based on the financial data provided and the S&P rating methodology guidelines. ## Step 1: Identify TERNA's Business Profile TERNA is Italy's national electricity transmission system operator. Key characteristics: - **Regulated utility** (electricity transmission/network) - Natural monopoly with comprehensive regulation - Essential infrastructure service with no substitutes - State-controlled through CDP Reti S.p.A. and Cassa Depositi e Prestiti S.p.A. ## Step 2: Analyze Current Capital Structure and Hybrid Position From the balance sheet data (2023-01-01): | Component | Amount (EUR) | |-----------|-------------| | Equity | 6,169,100,000 | | Long-term borrowings | 8,416,700,000 | | Short-term borrowings | 444,100,000 | | Current portion of long-term borrowings | 1,909,300,000 | | **Total Debt** | **10,770,100,000** | | **Existing Hybrid Bonds** | **989,000,000** | The company **already has hybrid bonds outstanding** of EUR 989 million (classified as "Equity Instruments Perpetual Hybrid Bonds" and "Capital Instruments Bonds Hybrid Perpetual"). Current hybrid as % of equity: 989M / 6,169M = **16.0% of equity**, or about **9.2% of total adjusted capital** (assuming roughly 50% equity credit for hybrid treatment). ## Step 3: Assess Financial Metrics and Credit Profile **Profitability & Cash Flow Generation:** - Revenue 2022: EUR 2,898M (up 14.3% from 2021) - Operating profit 2022: EUR 1,334M (up 11.1%) - Net profit 2022: EUR 858M (up 8.5%) - Operating cash flow 2022: EUR 2,324M (very strong, up significantly from EUR 832M in 2021) - Free cash flow (operating - investing): 2,324M - 1,855M = EUR 469M positive **Capital Intensity:** - PP&E: EUR 16,201M (growing, up from EUR 15,317M) - Capex 2022: EUR 1,492M (PP&E) + EUR 212M (intangibles) = ~EUR 1,704M - This is **high capex intensity** typical for regulated transmission utilities **Leverage Metrics:** - Debt/Equity: 10,770M / 6,169M = 1.75x - But with 50% equity credit for existing hybrid: Adjusted debt ≈ 10,770M - 494.5M = 10,276M; Adjusted equity = 6,169M + 494.5M = 6,663.5M - Adjusted leverage still moderate for regulated utility **Interest Coverage:** - Finance costs: EUR 122M - Operating profit / Finance costs = 1,334M / 122M = **10.9x** — very strong coverage ## Step 4: Evaluate Against S&P Regulated Utilities Criteria **Regulatory Advantage Assessment:** - Italy's electricity transmission is regulated under EU/Italian regulatory framework - TSOs benefit from transparent, predictable cost-of-service regulation - Revenue based on regulated asset base (RAB) with allowed returns - Strong regulatory stability within EU framework - **Assessment: Strong/adequate to Strong regulatory advantage** **Scale, Scope, Diversity:** - National monopoly for electricity transmission in Italy - Single jurisdiction but large, diversified economy - No customer concentration risk (serves entire country) - **Assessment: Adequate to Strong/adequate** **Operating Efficiency:** - Well-managed capex program, cost recovery mechanisms - Strong safety and reliability record as national TSO - **Assessment: Adequate to Strong/adequate** **Profitability:** - EBITDA margin implied: (2,964M - 1,631M + 726M D&A) / 2,964M = high, typical for regulated network - ROE: 857M / ~5,500M avg equity = ~15.6% — healthy for regulated utility ## Step 5: Funding Needs and Hybrid Rationale **Current Situation:** - Already has EUR 989M in hybrid bonds (issued in 2022) - Strong operating cash flows (EUR 2,324M) - Positive free cash flow despite high capex - Strong liquidity: EUR 2,155M cash + EUR 255M current financial assets **Refinancing Needs:** - Short-term borrowings: EUR 444M - Current portion long-term: EUR 1,909M - Total maturities in near term: ~EUR 2,353M - But operating cash flow of EUR 2,324M annually covers this **Capex Pipeline:** - Historical capex ~EUR 1.5-1.7B annually - Transmission infrastructure requires continuous investment for grid modernization, RES integration - Italy's National Energy and Climate Plan (NECP) implies significant transmission investment needs **Rating Considerations:** - Currently no explicit rating mentioned, but as major regulated utility with state backing, likely investment grade (BBB+ to A range) - Existing hybrid already provides some equity credit benefit ## Step 6: Cost-Benefit Analysis of Additional Hybrid Issuance **Arguments FOR additional hybrid:** - High capex intensity continues (grid modernization, offshore wind connections, interconnections) - Existing hybrid demonstrates market access and investor acceptance - Further equity credit could optimize capital structure - Preserve headroom for rating if capex accelerates **Arguments AGAINST additional hybrid:** - Already has hybrid in capital structure (not starting from zero) - Strong cash flow generation covers capex needs - Free cash flow is positive; limited pressure on leverage metrics - Cost of hybrid likely higher than senior debt (especially in rising rate environment 2022) - Interest coverage already very strong; no urgent need to improve **Market Context (2022):** - Swap curves turned positive in 2022 (5Y: 1.726%, 10Y: 1.927%) - Corporate bond spreads elevated - Hybrid bonds would be expensive in this environment ## Step 7: Match to Guidance Framework | Criterion | TERNA Assessment | |-----------|---------------| | Refinancing needs | **Moderate** — some maturities but strong cash flow coverage | | Capex intensity | **High** — EUR 1.5-1.7B annually, regulated utility with growth needs | | Rating headroom | **Moderate to comfortable** — strong metrics, but want to preserve | | Leverage pressure | **Limited currently** — but high capex could build pressure | | Cost of hybrid vs. debt | **Would increase cost** — rates rose significantly in 2022 | | Current hybrid position | **Already has EUR 989M** (~16% of equity, ~9% of adjusted capital) | The company **already has hybrid bonds at roughly 9% of adjusted capital** (assuming 50% equity credit). The question asks about additional issuance to reach targets of 0%, 3.75%, 7.5%, 11.25%, or 15%. Given existing hybrids at ~9%, to reach: - 0%: Would need to redeem existing (not happening, hybrids are perpetual) - 3.75%: Below current level — not applicable - 7.5%: Below current level — not applicable - 11.25%: Modest additional issuance (~EUR 300-400M more) - 15%: Significant additional issuance (~EUR 900M-1B more) Wait — let me re-read. The question asks "to what extent should this company utilize hybrid bonds" — this likely means total target level, not incremental. Given they already have ~9% equivalent, and can issue up to 3B per year: Actually, re-reading: "Take into consideration the current starting point of outstanding hybrid bonds." So we need to assess the **target level** considering they already have some. Given: - High capex intensity (regulated transmission with major grid investment needs) - Already has hybrid bonds demonstrating utility of instrument - Strong but not excessive leverage headroom - Want to preserve investment grade rating with buffer - Cost of hybrid increased in 2022 but still manageable for credit optimization The **7.5%** level seems most appropriate because: - It recognizes moderate-high capex needs of regulated transmission - Provides meaningful but not excessive leverage optimization - Builds on existing hybrid presence without over-reliance - Slightly below current run-rate if we consider full equity credit, suggesting some room to add modestly or maintain Actually, with EUR 989M already and equity of EUR 6,169M, if we use S&P's typical 50% equity credit for hybrid: - Equity credit = EUR 494.5M - Total adjusted capital = 6,169M + 10,770M - 494.5M + 494.5M = ~16,939M (roughly) - Current hybrid equity credit / total adjusted capital = 494.5M / 16,939M ≈ **2.9%** Hmm, this seems low. Let me recalculate more carefully using S&P methodology: - Total adjusted capital = Adjusted equity + Adjusted debt - Adjusted equity = Reported equity + 100% of hybrid (if treated as equity) or +50% (if partial) - For S&P, typically 50% equity credit for hybrid Actually S&P's "total adjusted capital" = equity + debt, with hybrid counted 50% in equity and 50% in debt for ratio purposes, or for the cap calculation, the equity credit portion. The cap is "equity credit on hybrids to a maximum of 15% of total adjusted capital." If total adjusted capital ≈ equity + debt = 6,169M + 10,770M = 16,939M 15% cap = 2,541M maximum equity credit At 50% equity credit, maximum hybrid principal = 5,082M Current hybrid = 989M, well below cap. Equity credit of current hybrid = 494.5M / 16,939M = **2.9%** of total adjusted capital. This suggests significant room to increase. But should they? Given: - **Strong credit profile** with strong interest coverage (10.9x) - **High capex intensity** with EUR 1.5-1.7B annual capex - **Positive but modest free cash flow** after capex - **Regulated utility with stable cash flows** — good candidate for hybrid - **Already demonstrated hybrid market access** - **2022 rising rate environment** — cost of hybrid issuance increased The **7.5%** target provides: - Meaningful equity credit (~EUR 1,270M equity credit, or ~EUR 2.5B principal) - Useful for moderate-high capex program - Not excessive given strong current metrics - Builds buffer for potential future capex acceleration (electrification, RES integration) However, looking more carefully at the guidance: - **7.5%**: "Moderate refinancing or acquisition needs; Rating headroom moderately constrained; Hybrid issuance meaningfully improves adjusted leverage metrics; Cost of hybrid will slightly increase current cost of debt" TERNA has: - Moderate-high capex needs (not moderate refinancing) - Rating headroom currently comfortable but could be constrained with capex - Hybrid would meaningfully improve leverage metrics - Cost did increase in 2022 The **11.25%** level says: "High capex intensity OR large acquisition pipeline; Significant leverage pressure; Investment grade preservation strongly dependent on capital structure optimization" TERNA has high capex intensity, but does it have "significant leverage pressure"? Current leverage is moderate. However, with EUR 1.7B annual capex and EUR 2.3B operating cash flow, the company is funding most capex internally. But if capex rises further (as likely with energy transition), leverage pressure could build. Given the state ownership, strong regulatory framework, and already having hybrid in structure, I believe **7.5%** is the most balanced recommendation. It provides useful optimization without over-dependence, recognizes the high capex intensity of transmission infrastructure, and maintains rating headroom. But wait — the existing hybrid at 2.9% equity credit means reaching 7.5% requires adding ~EUR 1.5B more hybrid principal. With max 3B per year, this is feasible. Actually, reconsidering: The company already issued EUR 989M in 2022. The question is about next 18 months. With high capex continuing and likely accelerating for energy transition, and already having tested the hybrid market successfully, a target of **7.5%** seems appropriate to build on existing position and provide cushion. However, the 0% and 3.75% options seem too low given high capex and existing hybrid presence. 11.25% and 15% seem too aggressive given current comfortable metrics and rising rate environment cost impact. 7.5%