# Analysis of Fortum Oyj's Hybrid Bond Recommendation ## Company Overview and Financial Situation Fortum Oyj is a Finnish energy company that underwent massive transformation in 2022, primarily related to the disposal/write-down of its Uniper stake (discontinued operations showing -€11.3B loss). The company operates in both regulated and unregulated power and gas sectors. ## Key Financial Metrics (End of 2022 / FY2022) **Balance Sheet (as of Jan 1, 2023):** - Total Equity: €7,737M (parent: €7,670M) - Total Assets: €23,642M - Non-current financial liabilities: €3,658M - Current financial liabilities: €4,127M - Total financial debt (approximate): ~€7,785M - Liquid funds: €3,919M - Net debt: ~€3,866M **Profitability (Continuing Operations FY2022):** - Revenue: €8,804M - Comparable EBITDA: €2,436M - Comparable Operating Profit: €1,871M - Items affecting comparability: -€593M (including €905M impairments) - Net income from continuing operations: €1,011M - Total net loss (including discontinued): -€10,290M **Cash Flow:** - Operating cash flow (continuing): €2,104M - Capex: €534M - Dividends paid: €1,036M - Major debt repayments: €5,888M vs. new borrowings €2,421M ## Assessment Factors ### 1. Leverage and Credit Profile - Equity dropped dramatically from €13,665M to €7,737M due to massive Uniper losses - Equity attributable to parent fell from €12,131M to €7,670M (-37%) - Retained earnings declined from €10,062M to €6,467M - The company paid €1,013M in dividends despite the massive loss year - Proposed dividend of €0.91/share (€817M) for 2022 **Total adjusted capital estimate:** Equity (~€7,737M) + Adjusted Debt (~€7,785M) ≈ €15,522M ### 2. Debt Maturity and Refinancing - Significant debt reduction occurred: repayments of €5,888M vs new borrowings of €2,421M - Current financial liabilities remain high at €4,127M - The company received €1,156M from divestments - Net debt reduction is underway but still meaningful refinancing needs exist ### 3. Post-Uniper Transformation - The massive write-down of Uniper (-€11.3B discontinued operations loss) significantly weakened the balance sheet - Non-controlling interests dropped from €1,534M to €67M (Uniper deconsolidation) - Assets shrank from €149.7B to €23.6B - The company is essentially a "new" entity post-Uniper ### 4. Operating Performance (Continuing) - Comparable EBITDA improved to €2,436M from €2,016M - Strong operational performance in core business - But equity erosion creates leverage pressure ### 5. Interest Rate Environment - Swap rates surged in 2022 (5Y average 1.726%, 10Y 1.927%) - Hybrid spreads (sub-senior delta ~0.2% above IG corporates) would put hybrid costs around 2.5-3.5% area in 2022 - Current interest expense is €179M on ~€7.8B debt, implying average cost ~2.3% - Hybrid would increase cost of debt moderately ### 6. Rating Considerations - The massive equity erosion from Uniper creates rating pressure - FFO to debt metrics are reasonable given strong continuing operations cash flow - However, the equity cushion has been significantly reduced - Debt/EBITDA (continuing operations): ~€7.8B/€2.4B ≈ 3.2x - manageable but not comfortable - FFO/Debt would need to be assessed carefully ### 7. Strategic Needs - Energy transition capex will be significant going forward - The company needs to rebuild its balance sheet after Uniper losses - Cash flow from continuing operations is strong (€2.1B) - No evidence of transformational M&A, but significant capex needs for energy transition ## Hybrid Bond Rationale **Arguments FOR hybrid issuance (moderate level):** - Significant equity erosion (-37% in parent equity) creates leverage pressure - Rating headroom likely constrained after Uniper write-downs - Hybrid equity credit would help stabilize adjusted leverage metrics - Strong continuing operations cash flow supports hybrid coupon payments - Energy sector transformation requires capital flexibility - No evidence of existing hybrid bonds in the capital structure **Arguments AGAINST high hybrid issuance:** - Strong operating cash flow from continuing operations (€2.1B) - Active deleveraging already underway (net €3.5B debt repayment) - Significant liquid funds (€3.9B) provide buffer - Core business profitability is solid - Cost of hybrid would increase overall funding cost **Arguments AGAINST zero hybrid:** - Equity has been significantly impaired - Rating protection is important given the post-Uniper restructuring - Moderate leverage optimization is warranted - The company faces meaningful capex for energy transition ## Conclusion Fortum faces moderate-to-significant leverage pressure due to the massive equity erosion from the Uniper debacle, but has strong continuing operations and is actively deleveraging. The company doesn't face transformational M&A needs or imminent downgrade risk (given strong operating cash flows), but its weakened equity base and energy transition needs suggest that some hybrid issuance would be beneficial for balance sheet optimization and rating protection. The situation aligns best with a moderate hybrid allocation — not the highest levels (no transformational need or imminent downgrade), but more than minimal given the equity erosion and need for capital structure repair. Given ~€15.5B total adjusted capital, 7.5% would be ~€1.16B — a reasonable single hybrid issuance that would provide meaningful equity credit support without excessive cost burden. This fits the profile of "rating headroom moderately constrained" and "hybrid issuance meaningfully improves adjusted leverage metrics." 7.5%