# Analysis of ENGIE's Hybrid Bond Issuance Recommendation ## 1. Current Capital Structure and Existing Hybrids ENGIE already has significant hybrid bonds outstanding. The "Deeply Subordinated Perpetual Notes" line shows: - End of 2022 (Jan 1, 2023): €3,393 million - End of 2021 (Jan 1, 2022): €3,767 million There were net redemptions of €374 million during FY2022 (Operations on Deeply Subordinated Perpetual Notes: -€374M on the hybrid line, plus -€77M coupon impact on retained earnings). ## 2. Financial Profile Assessment **Leverage:** - Total equity: €39,285M (end 2022) - Long-term borrowings: €28,083M - Current borrowings: €12,508M - Total debt ≈ €40,591M - Adjusted total capital (Equity + Adjusted Debt) ≈ ~€80B range **Profitability deterioration in FY2022:** - Net income attributable to owners collapsed from €3,661M to €216M - Continuing operations showed a loss of -€1,965M attributable to owners - Finance costs surged from €2,061M to €3,700M - Operating income (current) declined from €6,116M to €4,309M - Large impairments (€2,774M) and non-recurring charges (-€1,328M) **Cash flow:** - Operating cash flow: €8,586M (up from €7,313M) - Significant capex: €6,379M in property/intangible assets - Debt repayments: €10,972M vs. new borrowings: €8,669M - Dividends paid: €2,665M (increasing from €1,859M) - Proposed dividend of €1.40/share (€3,389M) for next year ## 3. Business Risk Profile ENGIE is a diversified utility with: - Regulated utility operations (networks) - Unregulated power and gas (renewables, thermal, supply) - Infrastructure assets - Energy transition investments The company operates across multiple regulatory jurisdictions in Europe and globally. Revenue surged to €93.9B (from €57.9B) largely due to energy price volatility, but purchases also surged proportionally, indicating significant pass-through/trading activity. ## 4. Key Considerations for Hybrid Issuance **Arguments FOR hybrid issuance (moderate-to-high level):** 1. **Existing hybrid program being reduced:** ENGIE redeemed ~€374M in hybrids during 2022, reducing the buffer. With €3,393M outstanding, the existing hybrid equity credit is declining. 2. **Significant leverage and refinancing needs:** Total borrowings of ~€40.6B with €12.5B in current maturities. Repayments of €11.0B in FY2022 show high refinancing activity. 3. **Large capex program:** €6.4B in capex with energy transition investments ongoing. ENGIE is in the midst of a strategic transformation toward renewables and networks, requiring sustained capital deployment. 4. **Profitability pressure:** Continuing operations showed a loss, driven by MtM on derivatives, impairments, and higher finance costs. This pressures credit metrics. 5. **Rising interest rates:** Swap curves moved dramatically (5Y from -0.264% to 1.726% average). However, the spread delta for subordinated vs. senior is only ~20bps for IG non-financial, making the incremental cost of hybrid relatively modest in this environment. 6. **Dividend commitments:** Proposed dividend of €3.4B is substantial relative to net income of €216M, funded largely from cash flow. This creates tension with leverage management. 7. **Rating preservation:** ENGIE likely needs to maintain investment-grade ratings (typically BBB range for European utilities). The deterioration in profitability metrics combined with high capex and dividends creates pressure. **Arguments AGAINST higher hybrid issuance:** 1. **Already has ~€3.4B outstanding:** Current hybrids represent roughly 3.4B/(39.3B+40.6B) ≈ ~4.3% of total adjusted capital already. 2. **Strong operating cash flow:** €8.6B OCF provides reasonable coverage. 3. **Disposal proceeds:** €6.7B from subsidiary disposals in FY2022 provides liquidity. ## 5. Sizing Analysis Total adjusted capital ≈ Equity (€39.3B) + Adjusted Debt (~€40.6B) ≈ ~€80B 15% cap = ~€12B maximum hybrid equity credit Current hybrids: €3.4B (≈4.3% of adjusted capital) Given: - Existing hybrids of €3.4B that are being reduced - High refinancing needs (€12.5B current maturities) - Significant ongoing capex for energy transition - Profitability under pressure from continuing operations - Rising but still manageable cost differential for hybrids - Need to preserve investment-grade rating under leverage pressure - Maximum €3B/year issuance constraint over 18 months ≈ up to ~€4.5B new issuance possible The company faces moderate-to-significant leverage pressure with a large transformation capex program and needs to refinance existing hybrids while potentially adding modest new hybrid capacity. This is not a crisis situation requiring maximum hybrid support, but the combination of factors suggests meaningful hybrid utilization beyond the current level. The situation most closely aligns with the **7.5%** category: - Moderate refinancing needs (including hybrid refinancing) - Rating headroom moderately constrained given profitability deterioration - Hybrid issuance meaningfully improves adjusted leverage metrics - Cost of hybrid will slightly increase the current cost of debt (modest sub-sen spread of ~20bps) The company doesn't face imminent downgrade risk requiring 11.25% or 15%, but the combination of declining profitability, high capex, large dividends, and existing hybrid refinancing needs puts it solidly in the 7.5% range. 7.5%