# Reasoning for Hybrid Bond Origination Priority ## What makes a company a good prospect for hybrid bond issuance? Key factors include: 1. **Need for capital/leverage management** - Companies with high debt or deteriorating balance sheets need hybrid bonds to bolster equity credit without diluting shareholders 2. **Investment grade credit profile** - Hybrids are primarily an investment-grade instrument 3. **Recent or planned capex/growth** - Driving need for financing 4. **Track record with hybrid issuance** - Shows familiarity and willingness 5. **Financial stress but not distress** - Hybrids help manage credit metrics ## Entity A: Électricité de France (EDF) - **Massive losses**: Net loss of €18.2 billion in 2022, compared to €4.8 billion profit in 2021 - **Severely deteriorated equity**: Equity dropped from €62B to €46.6B - **Enormous debt load**: Non-current financial liabilities of €71B, current financial liabilities of €71.8B - **Already a hybrid issuer**: Data shows "Issuance And Redemption Of Perpetual Subordinated Bonds And Convertible Instruments" and "Payments On Perpetual Subordinated Bonds" - they already have hybrid bonds outstanding - **Massive capex needs**: €18.3B in property/plant/equipment purchases - **Negative operating cash flow**: -€7.4B from operations - **Already raised €34B in new borrowings** in the year and €3.25B in equity - **Critical need**: EDF desperately needs to shore up its balance sheet. However, EDF was taken private by the French state in 2023, which complicates future capital market transactions. Still, as of end-2022 data, they have extreme financing needs. ## Entity B: Terna S.p.A. - **Solid profitability**: Net profit of €857.7M, up from €790.8M - **Moderate leverage**: Long-term borrowings of €8.4B against equity of €6.2B - **Recently issued hybrid**: The data shows "Equity Instruments Perpetual Hybrid Bonds" of €989M issued in the period (2022-2023) - they JUST did a hybrid bond - **Stable regulated utility**: Transmission grid operator - **Growing capex**: €1.5B in property/plant purchases - **Strong cash generation**: €2.3B operating cash flow - **Since they just issued a hybrid**, the immediate near-term prospect for another is lower, but they've demonstrated willingness ## Entity C: Iberdrola SA - **Strong profitability**: Net income attributable to parent of €4.3B - **Large scale**: €154.7B in assets - **Significant debt**: Non-current financial liabilities of €44.2B, current of €25.1B - **Massive capex program**: €6.3B in PP&E purchases plus other investments totaling ~€10B - **Already has perpetual subordinated bonds**: "Devengo De Intereses De Obligaciones Perpetuas Subordinadas" shows €169M in interest payments, and in 2021 they issued €2.74B in new perpetual subordinated bonds ("Emision De Obligaciones Perpetuas Subordinada") - **No new hybrid issuance in 2022**: €0 in new hybrid issuance in the current period vs €2.74B prior year - **Growing financing needs**: Large investment program with energy transition - **Strong credit profile**: Investment grade, diversified global utility ## Priority Assessment 1. **Entity C (Iberdrola)** - Most promising. They are a proven hybrid issuer (€2.74B in 2021), did NOT issue any in 2022, have massive ongoing capex needs (~€10B/year), strong credit profile, and growing debt. They are "due" for another hybrid transaction and have the scale and track record. A bank should approach them first. 2. **Entity A (EDF)** - Second priority. Extreme financial need - massive losses, negative cash flow, deteriorating equity. They are existing hybrid issuers and desperately need balance sheet repair. However, the French state nationalization process complicates things, and their financial distress may limit market appetite. Still, the need is undeniable. 3. **Entity B (Terna)** - Third priority. They JUST completed a hybrid bond (€989M), so the immediate pipeline opportunity is lowest. While they're a quality issuer with good credit, they've just been served and likely won't need another hybrid in the near term. C,A,B