# Reasoning for Hybrid Bond Origination Priority ## What is a hybrid bond? A hybrid bond (perpetual hybrid bond) is a subordinated debt instrument with equity-like features, often used by investment-grade companies to optimize their capital structure, improve credit metrics, and fund growth/acquisitions while maintaining leverage discipline. Key factors for targeting issuers include: 1. **Prior hybrid bond issuance experience** - Companies that have already issued hybrids are likely to do so again 2. **Capital needs / investment plans** - Large capex programs create financing needs 3. **Credit profile and size** - Larger, investment-grade companies are typical hybrid issuers 4. **Capital structure optimization opportunity** - Companies with growing leverage or needing to maintain ratings 5. **No existing hybrid program or room for more** - Fresh opportunity vs. saturated ## Entity A: A2A S.p.A. - **Size**: Total assets ~€21.4B, Revenue ~€23.2B, Equity ~€4.5B - **Hybrid history**: No evidence of hybrid bonds in the equity statement or financing activities. No "Equity Instruments Perpetual Hybrid Bonds" line item. - **Leverage**: Significant increase in borrowings (noncurrent financial liabilities went from €4.3B to €5.9B). Proceeds from borrowings of €4.3B in FY2022. - **Capex**: ~€1.2B (PPE + intangibles purchases) - **Assessment**: A2A has growing leverage and significant capital needs but has NOT yet issued hybrid bonds. This represents an opportunity but also means they may not be as receptive or ready. They are a mid-size utility - plausible hybrid candidate but not yet in the market. ## Entity B: Enel S.p.A. - **Size**: Total assets ~€219.6B, Revenue ~€140.5B, Equity ~€42.1B - by far the largest - **Hybrid history**: **Strong hybrid bond track record**. "Equity Instruments Perpetual Hybrid Bonds" of €5.567B at end of 2022. Issued €3.181B in hybrids in FY2021. Pays coupons on hybrids (€123M in FY2022, €71M in FY2021). - **However**: In FY2022, hybrid bonds issued = €0. No new issuance that year. - **Leverage**: Long-term borrowings of €68.2B, massive balance sheet. Significant capex (~€13.2B in PPE + intangibles). - **Assessment**: Enel is the most experienced hybrid issuer among the three. However, they did NOT issue new hybrids in FY2022 (issued €0 vs €3.181B prior year). They may have paused issuance. Still, as a repeat issuer with a massive program and ongoing capital needs, they remain a top prospect. Their existing hybrid book may need refinancing or topping up. ## Entity C: Terna S.p.A. - **Size**: Total assets ~€22.8B, Revenue ~€2.96B, Equity ~€6.2B - **Hybrid history**: **Just entered the hybrid market in FY2022**. "Capital Instruments Bonds Hybrid Perpetual" = €989M issued in FY2022. This is a brand new issuance - "Equity Instruments Perpetual Hybrid Bonds" line item appears for the first time with €989M, and "Movement In The Reserve For Equity Instruments" = €989M in cash flow. - **Capex**: ~€1.7B (PPE + intangibles) with growing investment program - **Assessment**: Terna JUST issued its first hybrid bond of ~€1B in FY2022. As a recent first-time issuer, they are **highly likely to be receptive to additional hybrid issuance** - they've just demonstrated appetite and their capex program is growing. They also issued a coupon payable to holders of hybrid bonds (€21.1M), confirming the instrument is active. ## Priority Ranking: 1. **Entity C (Terna)** - Most promising: Just issued their inaugural hybrid bond (€989M) in FY2022, demonstrating clear appetite. Growing capex program, regulated utility with stable cash flows. As a recent convert to hybrid financing, they're most likely to return to market for additional issuance. 2. **Entity B (Enel)** - Second: Established hybrid issuer with €5.6B outstanding. Paused in FY2022 but has massive ongoing capital needs. As a repeat issuer, the relationship already exists but competition among banks is likely fierce. Still a strong prospect. 3. **Entity A (A2A)** - Third: No hybrid bond experience yet. While they have growing leverage and capital needs that could justify a hybrid, they haven't demonstrated willingness to use this instrument. Longer sales cycle to originate a first-time deal. C,B,A