# Analysis of Hybrid Bond Suitability ## Entity A: Terna S.p.A. **Business Profile:** Terna is Italy's electricity transmission system operator (TSO) - a fully regulated utility with highly visible, predictable cash flows. This is the textbook definition of "Strongly Suitable." **Key Financial Observations:** - **Existing Hybrid:** Terna already issued €989M in hybrid bonds during FY2022 (visible in equity movements as "Equity Instruments Perpetual Hybrid Bonds"). Coupon payments of €21.1M are recorded. This shows familiarity with the hybrid market. - **Leverage:** Total debt (LT borrowings €8,417M + ST borrowings €444M + current portion €1,909M) = ~€10,770M vs. Equity of €6,169M. Debt/Equity ~1.75x. Including hybrid as 50% equity (per rating agencies), leverage is meaningful. - **Credit Metrics:** Operating profit €1,334M, finance costs €122M - comfortable interest coverage (~11x). However, significant capex program (€1,492M in PP&E + €212M intangibles = ~€1,705M) is driving debt growth. - **Capex Intensity:** Heavy investment in grid infrastructure, which will continue to pressure credit metrics. Hybrid issuance helps maintain rating headroom. - **Refinancing Need:** The existing €989M hybrid may have a first call date approaching within the next few years, potentially requiring refinancing. - **Rating Profile:** As a regulated Italian TSO, likely BBB+ area. The hybrid issuance already signals management's commitment to hybrid as a capital management tool. **Assessment:** Strongly Suitable. Already a proven hybrid issuer with ongoing capex needs and potential refinancing requirements. High priority. ## Entity B: A2A S.p.A. **Business Profile:** A2A is an Italian multi-utility (energy generation, distribution, waste management) owned by municipalities of Milan and Brescia. Mix of regulated and partially regulated activities. **Key Financial Observations:** - **No Existing Hybrid:** No hybrid bonds currently in the capital structure. - **Revenue:** €23.2B (though heavily commodity-driven, given raw materials of €20.5B). EBITDA of €1,505M. - **Leverage:** Non-current financial liabilities €5,867M + current financial liabilities €1,022M = ~€6,889M vs. Equity €4,467M. Debt/Equity ~1.54x. - **Profitability:** Net income declined from €550M to €448M (FY2022 to FY2021 comparison shows decline). Tax expense jumped significantly (€344M vs €36M), indicating one-off tax benefits in prior year. - **Cash Flow:** Operating CF €1,260M, Investing CF -€1,142M. Free cash flow is tight at €118M. - **Significant debt increase:** Proceeds from borrowings €4,339M vs repayments €2,779M, net new debt ~€1,560M. This signals aggressive growth/M&A (€497M in acquisitions). - **Credit Metrics Pressure:** Growing debt, significant M&A activity, and commodity exposure create credit metric pressure. A hybrid could help stabilize leverage. **Assessment:** Marginally to Strongly Suitable. Multi-utility with mix of regulated/unregulated. No existing hybrid means it could be a new transaction opportunity, but the commodity exposure and less pure regulated profile make it somewhat less ideal than Terna. However, deteriorating leverage from M&A makes it a candidate. ## Entity C: Redeia Corporación S.A. (formerly Red Eléctrica) **Business Profile:** Spain's electricity transmission system operator - highly regulated, similar to Terna. Strongly Suitable category. **Key Financial Observations:** - **Hybrid Already Issued:** In FY2022, Redeia issued hybrid instruments (visible in "Otras Operaciones Con Socios OPropietarios" showing €920.8M increase in reserves, and "Proceeds From Sale Or Issue Of Treasury Shares" €1,001M which includes hybrid proceeds). The "Cobros Pagos Por Instrumentos De Patrimonio" of €989M confirms hybrid issuance. - **Leverage:** LT borrowings €5,491M + current borrowings €722M + other current financial liabilities €983M = ~€7,196M vs. Equity €4,894M. Debt/Equity ~1.47x. - **Profitability:** Stable - net income €681M (slight decline from €686M). Operating profit declined from €992M to €962M. - **Cash Flow:** Strong operating CF €1,567M, but significant investing outflows €1,641M (including €1,533M in financial instruments and €305M in subsidiaries/associates, plus €536M capex). - **Debt Reduction:** Net debt repayment (€1,345M repaid vs €203M issued), funded by hybrid issuance. - **Already issued hybrid recently:** The €1B hybrid was just issued in FY2022, meaning near-term refinancing is unlikely. The company has already optimized its capital structure. **Assessment:** Strongly Suitable by profile, but lower urgency - just completed a hybrid issuance, no near-term refinancing need, and credit metrics are relatively stable post-hybrid. ## Ranking 1. **Entity A (Terna)** - First priority: - Pure regulated TSO (Strongly Suitable) - Already has hybrid experience (€989M outstanding) - Heavy capex program pressuring metrics - Potential refinancing need for existing hybrid - Proven market access and institutional investor base 2. **Entity B (A2A)** - Second priority: - No existing hybrid = new origination opportunity - Deteriorating credit metrics (growing leverage from M&A) - Hybrid could materially improve adjusted leverage - Mixed regulated/unregulated but still utility profile - Active M&A requiring funding diversification 3. **Entity C (Redeia)** - Third priority: - Strongly Suitable profile but just completed hybrid issuance in FY2022 - No near-term refinancing need - Credit metrics stabilized post-hybrid - Lower urgency for engagement A,B,C