# Reasoning for Hybrid Bond Origination Priority ## What is a hybrid bond? A hybrid bond (hybrid capital) is a subordinated debt instrument with equity-like features, typically used by investment-grade corporates to optimize their capital structure, improve credit metrics, and receive partial equity credit from rating agencies. Banks target issuers who: 1. **Don't already have hybrid capital outstanding** (or have room to issue more) 2. **Have strong investment-grade credit profiles** that benefit from equity credit 3. **Have significant capital expenditure/growth needs** requiring funding 4. **Have sufficient scale and financial capacity** to support hybrid issuance 5. **Are publicly listed or have public debt** (market access) ## Analysis by Entity ### Entity A: EDP, S.A. (Portugal) - **Already has hybrid-like structures**: The data shows "Institutional Partnerships in North America" (~€2.2B), but no explicit hybrid capital line item on the balance sheet. - **Large utility**: Revenue ~€20.7B, Total Assets ~€58.8B - **Significant capex**: ~€3.5B in property/plant/equipment investments, heavy growth in renewables - **Leverage is notable**: Total debt (long-term borrowings €15.8B + current borrowings €4.2B = ~€20B), Equity €13.8B - **Growing business**: Revenue grew from €15B to €20.7B - **No explicit hybrid capital** shown in equity breakdown - this is a **strong prospect** for hybrid issuance to strengthen equity credit and fund growth - **Publicly listed** S.A. with established capital market access - **Investment-grade rated** major European utility ### Entity B: A2A S.p.A. (Italy) - **No hybrid capital** visible in equity structure - **Large utility**: Revenue ~€23.2B, Total Assets ~€21.4B - **Moderate capex**: ~€1.2B in PP&E and intangibles - **Leverage**: Financial liabilities (non-current €5.9B + current €1.0B = ~€6.9B), Equity €4.5B - **Controlled by municipalities** (Milan and Brescia) - quasi-public entity - **No hybrid outstanding** - could be a prospect, but smaller scale relative to EDP and less capital-intensive growth trajectory - **Decent prospect** but not as compelling as EDP given smaller absolute funding needs ### Entity C: TenneT Holding B.V. (Netherlands) - **Already has hybrid capital**: €2,125M in hybrid capital clearly shown in equity - **State-owned** (Dutch State is parent) - **Massive capex needs**: €4.4B in 2022, growing investment program for energy transition - **Already received €1.23B capital contribution** from the Dutch State in 2022 - **Operating at a loss**: Net loss of -€879M in 2022, -€340M in 2021 (regulated model with timing differences) - **Very high leverage**: Long-term borrowings €19B, raised €7.3B in new borrowings in 2022 - **Already a hybrid issuer** - may need to **refinance or issue additional hybrid** given massive funding needs - **B.V. structure**, state-owned, already active in hybrid market ## Priority Ranking 1. **Entity A (EDP, S.A.)** - FIRST PRIORITY - No hybrid capital outstanding yet → greenfield opportunity - Massive scale (€58.8B assets) and heavy capex program - Publicly listed with capital market access - Growing leverage needs equity credit optimization - Classic hybrid bond candidate among European utilities 2. **Entity C (TenneT Holding B.V.)** - SECOND PRIORITY - Already has €2.125B hybrid outstanding, so there's an established relationship/precedent - Enormous and growing capex needs (€4.4B/year and rising) - May need additional hybrid to maintain credit metrics given massive debt issuance - Operating losses create urgency for capital optimization - However, being state-owned, capital contributions may substitute for hybrid needs 3. **Entity B (A2A S.p.A.)** - THIRD PRIORITY - No hybrid outstanding - potential greenfield - But smaller scale and less pressing capital needs - Municipal ownership may limit appetite for hybrid instruments - Less capital-intensive growth compared to EDP and TenneT A,C,B