## Assessment of TenneT Holding B.V.'s Suitability for Hybrid Bond Issuance ### Company Profile TenneT is a transmission system operator (TSO) wholly owned by the Dutch State, headquartered in Arnhem, Netherlands. It operates critical electricity transmission infrastructure in the Netherlands and Germany. ### Key Factors Supporting Hybrid Bond Issuance **1. Existing Hybrid Capital Experience** TenneT already has €2.125 billion in hybrid capital outstanding as of both 2022 and 2023, demonstrating established market access and investor familiarity with TenneT hybrid instruments. This is a strong positive signal. **2. State Ownership & Strategic Importance** 100% owned by the Dutch State, TenneT benefits from implicit sovereign support. As a critical infrastructure operator (TSO), it has essential service status, which rating agencies view favorably. The Dutch State made a €1.23 billion capital contribution during 2022, showing active owner support. **3. Regulated Business Model** As a TSO, TenneT operates under a regulated framework with predictable revenue streams. Revenue grew from €5.5 billion to €8.3 billion. The regulated nature provides cash flow visibility that supports hybrid bond servicing. **4. Strong Asset Base** Total assets of €38.5 billion with €26.8 billion in PP&E. The substantial tangible asset base provides security and reflects the capital-intensive nature of the business. **5. Significant Investment Program** Capital expenditure of €4.4 billion in 2022 (up from €3.7 billion), reflecting the energy transition investment needs. This massive capex program actually creates a rationale for hybrid issuance — to fund growth while maintaining credit metrics. ### Concerns **1. Operating Losses** The company reported operating losses of -€976 million (2022) and -€275 million (2021), with net losses of -€879 million and -€340 million respectively. However, these losses are partly regulatory in nature (timing differences in cost recovery) as evidenced by the large non-cash adjustments. **2. Leverage** Long-term borrowings surged from €12.4 billion to €19.0 billion. Total debt is substantial relative to equity (€7.7 billion). However, this is typical for regulated utilities, and the hybrid capital helps bridge the gap. **3. Cash Flow** Operating cash flow was positive at €1.2 billion (though down from €5.7 billion). The company raised €7.3 billion in new borrowings and received €1.23 billion in equity contributions, showing strong capital market access. **4. Negative Profitability** The persistent losses are a concern, but in a regulated utility context, these often reflect regulatory lag — costs are eventually recovered through tariff adjustments. The large non-cash items (€1.35 billion) in the cash flow statement support this interpretation. ### Rating Considerations - Regulated utility with state ownership typically receives investment-grade ratings - Hybrid bonds are typically issued by investment-grade companies to receive partial equity credit from rating agencies - TenneT's existing hybrid program confirms it meets rating agency criteria - The massive infrastructure investment program creates ongoing funding needs where hybrid bonds provide an efficient capital structure tool ### Conclusion TenneT is a quintessential hybrid bond issuer: a state-owned, regulated utility with massive capital needs, existing hybrid capital market presence, strong government support, and critical infrastructure status. Despite operating losses and rising leverage, the regulated nature, state ownership, and proven track record in hybrid markets make it strongly suitable. The losses are largely a function of regulatory timing and the energy transition investment cycle rather than fundamental business weakness. Strongly Suitable