## Analysis of Ferrovial SA for Hybrid Bond Issuance Suitability ### 1. Business Profile Assessment **Industry Classification:** Ferrovial is a major global infrastructure operator and investor, primarily engaged in transportation infrastructure (toll roads, airports) and construction services. The company's asset base is heavily weighted toward infrastructure projects: - Investments in Infrastructure Projects: €13.7bn (2023), representing ~52% of total assets - Investments in Associates: €1.9bn (primarily infrastructure concessions like Heathrow) - The intangible asset model dominates (€13.5bn), indicating concession-based infrastructure This places Ferrovial squarely in the **Transportation Infrastructure** sector, which features quasi-regulated, concession-based cash flows with long asset lives. This is a core sector for hybrid bond issuance. ### 2. Cash Flow Visibility - Revenue grew from €6.9bn to €7.6bn (9.3% growth) - Gross profit improved from €610M to €728M - Operating profit (before impairments): €429M (2022: €340M) - Operating cash flow: €1.0bn (up from €810M) - The infrastructure concession model provides long-term, relatively predictable cash flows - Significant recurring dividends from associates (€284M in FY2022) Cash flow visibility is **strong** given the concession/infrastructure nature of the business. ### 3. Financial Profile and Leverage **Debt levels:** - Total noncurrent borrowings: €10.8bn (infrastructure: €7.9bn, ex-infrastructure: €2.9bn) - Current borrowings: €877M - Total debt approximately: €11.7bn - Cash and equivalents: €5.1bn - Net debt (consolidated): ~€6.5bn - Equity: €6.4bn (of which parent equity: €4.1bn) **Key ratios (approximate):** - Net debt/EBITDA: With EBITDA around €728M (gross profit, as a proxy before more detailed adjustments) + D&A of €299M = EBITDA ~€1.0bn; Net debt/EBITDA ~6.5x on consolidated basis - However, much of the project debt is non-recourse to the parent (infrastructure project debt of ~€8.0bn is ring-fenced) - Ex-infrastructure net debt: €2.9bn + €0.8bn current - €5.0bn cash = net cash position at corporate level This is a **BBB-area credit profile** - the company has investment-grade characteristics with significant infrastructure project leverage offset by substantial corporate-level liquidity. ### 4. Existing Hybrid Instruments The data shows Ferrovial already has **perpetual subordinated bonds** outstanding (classified under "Other Equity Securities" at €508M). During FY2022, there was activity in perpetual subordinated bonds (-€8M net impact on equity), suggesting coupon payments on existing hybrids. The existing hybrid (~€507-508M) has been a recurring feature of the capital structure, demonstrating: - Market acceptance of Ferrovial hybrid instruments - Management's established use of hybrid capital - Potential refinancing needs as existing hybrids approach call dates ### 5. Strategic Rationale for Hybrid Issuance - **Heavy investment program:** Investments in infrastructure projects were €784M in the year, up significantly from €239M prior year - **Growth capex:** Total investing cash outflows of €732M - **Shareholder returns:** €578M in shareholder remuneration + €160M to minorities = €738M total - **M&A activity:** €347M in equity investments in associates - **Corporate relocation:** Ferrovial was in the process of moving its corporate headquarters to the Netherlands (announced in 2023), requiring capital market flexibility The company has significant capital deployment needs that could benefit from hybrid equity content to support leverage metrics while funding growth. ### 6. Rating and Credit Considerations - Investment-grade profile in the BBB range (consistent with infrastructure companies of this scale) - Already uses hybrid capital as part of its funding toolkit - Consolidated leverage is elevated due to project finance, but corporate-level metrics are manageable - Hybrid issuance provides equity credit under S&P methodology, improving adjusted FFO/debt ratios - The construction segment adds some cyclicality, but infrastructure concessions dominate the risk profile ### 7. Market Conditions The swap curve data shows rates rose significantly in 2022 (5Y from -0.264% to 1.726%), making hybrid issuance more expensive but still viable for investment-grade infrastructure issuers. The sub-senior spread delta of ~200bps is manageable for a company with Ferrovial's credit profile. ### Conclusion Ferrovial is a **textbook hybrid bond candidate**: - Core infrastructure business with long-duration, concession-based cash flows - Investment-grade profile in the BBB area - Already has existing hybrid bonds that may need refinancing - Active investment program requiring funding flexibility - Hybrid equity content directly supports leverage metrics and rating headroom - Established market access for hybrid instruments - Strong strategic rationale (growth capex, M&A, maintaining rating during heavy investment period) The only minor consideration is the construction segment's cyclicality, but this is secondary to the dominant infrastructure concession business. Strongly Suitable