I'll analyze Terna's situation to determine the appropriate hybrid bond issuance level, considering the guidelines and the company's specific circumstances. ## Key Facts Analysis ### Current Hybrid Position - **Already issued hybrid bonds**: Yes, first issuance in 2022 - **Current hybrid bonds outstanding**: €989 million (from equity section: "Equity Instruments Perpetual Hybrid Bonds" = €989,000,000) - **Total Equity 2022**: €6,169,100,000 - **Total Adjusted Capital**: Need to estimate based on debt structure ### Capital Structure (2022) - **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 ### Credit Metrics - **S&P Net Debt / EBITDA**: 4.35 (moderately high for regulated utility) - **S&P FFO / Net Debt**: 0.1724 (relatively low, indicating leverage pressure) - **Moody's adjusted leverage trend**: Improving ### Business Profile Assessment Terna is Italy's national electricity transmission system operator - a **regulated utility** with: - Natural monopoly characteristics - Essential infrastructure service - Revenue largely from regulated tariffs - Strong regulatory framework (Italian/EU) ### Financial Performance (2022) - Revenue: €2,898 million (growth from €2,535 million) - Operating profit: €1,333 million - Net profit: €858 million - Strong operating cash flows: €2,324 million - Heavy capex: €1,492 million in PP&E + €212 million intangibles = ~€1.7 billion - Dividend payments: ~€596 million ### Key Considerations **Factors supporting hybrid issuance:** 1. **Already issued hybrids in 2022** (€989 million) - precedent established 2. **High capex intensity**: ~€1.7 billion annual capex vs €2.9 billion revenue (capex/revenue ~59%) 3. **Moderate leverage pressure**: Net Debt/EBITDA of 4.35 is elevated for a regulated utility 4. **FFO/Net Debt of 0.1724** indicates some financial flexibility constraints 5. **Improving leverage trend** suggests management is actively managing capital structure 6. **Regulated utility with stable cash flows** - suitable for hybrid instruments **Factors limiting hybrid issuance:** 1. **Already has €989 million outstanding** - about 9.2% of equity (€989M/€6,169M) 2. **Improving leverage trend** - may not need aggressive deleveraging 3. **Strong operating cash flow** (€2.3 billion) relative to capex needs 4. **Investment grade credit quality** likely preserved without maximum hybrid usage ### Assessment Against Guidelines | Criterion | Terna Situation | Guideline Match | |-----------|---------------|---------------| | Refinancing needs | Moderate (debt maturities, ongoing capex) | Not "low" | | Capex intensity | High (~€1.7B/year, 59% of revenue) | High | | Rating pressure | Moderate (ND/EBITDA 4.35, FFO/ND 0.17) | Moderate constraint | | Hybrid improves metrics | Yes, meaningful improvement to leverage | Yes | | Cost impact | Rising rate environment (swap curves up in 2022) | Marginal to slight increase | | Current hybrids | Already €989M issued in 2022 | Established precedent | The 2022 issuance of €989 million represents approximately: - 9.2% of equity (€989M/€6,169M) - If we consider total adjusted capital (equity + debt), this is roughly 5.3% of total adjusted capital However, the question asks about **additional** hybrid issuance in the next 18 months, with a maximum of €3 billion per year. Given: - Already at ~9.2% of equity with existing hybrid - High capex intensity continuing - Moderate leverage pressure (ND/EBITDA 4.35) - Improving but still constrained metrics - Regulated utility with stable cash flows suitable for hybrids - Rising interest rate environment (2022 swap curves up significantly) making new issuance more expensive The most appropriate level would be **7.5%** because: - The company has already established hybrid issuance in 2022, showing appetite and utility for these instruments - High capex intensity warrants continued capital structure optimization - Moderate leverage pressure exists (ND/EBITDA 4.35 is at higher end for regulated utilities) - The "improving" leverage trend suggests management is optimizing, not in distress - Additional hybrids would meaningfully improve adjusted leverage metrics - Cost of hybrids will slightly increase current cost of debt (rising rate environment in 2022) However, considering they already have €989M outstanding (roughly equivalent to ~5-6% of total adjusted capital depending on calculation), adding another 7.5% would bring them close to or at the 15% cap. Actually, re-reading: the question asks what extent they should utilize, with 0%, 3.75%, 7.5%, 11.25%, 15% as options. The existing hybrid should be considered as part of the starting point. Given they ALREADY issued in 2022 (€989M), and the guideline states "previous levels of hybrid bond issuance is a strong indicator," the fact they issued ~€1B suggests moderate appetite. The improving trend suggests they don't need maximum deleveraging. The high capex suggests ongoing need. 7.5% seems most appropriate: meaningful but not maximum, reflecting moderate needs and established but not aggressive precedent. 7.5%