The priority order should be **C, then B, then A**. **1) Entity C — Veolia Environnement: highest priority** Veolia appears to be the strongest origination target for a hybrid bond transaction. - It is an infrastructure-adjacent / essential services issuer with relatively visible cash flows across water, waste and energy services. - It already uses hybrid capital as a funding instrument: equity includes **deeply subordinated securities**, rising to about **€3.5bn** at year-end 2022. - There is a clear hybrid refinancing / balance-sheet-management angle: - It recorded **payment / repayment of hybrid debt deeply subordinated securities of €500m** in 2022. - It also absorbed **€1.624bn of hybrid debt from Suez**, linked to the Suez acquisition. - The Suez transaction materially expanded the balance sheet: - Assets increased from **€53.1bn to €73.3bn**. - Noncurrent financial liabilities excluding concession liabilities rose from **€10.5bn to €19.7bn**. - Credit metrics are therefore under pressure from M&A-related leverage, even though operating performance improved: - Revenue increased to **€42.9bn**. - Operating income before equity-accounted entities increased to **€2.2bn**. - Operating cash flow improved to **€4.15bn**. - A hybrid would be highly relevant because rating agencies typically give partial equity credit to deeply subordinated instruments, so issuance could materially improve adjusted leverage and preserve rating headroom after the Suez integration. - Veolia also has capital markets credibility and an existing hybrid investor base, making execution more straightforward. Overall, Veolia fits the **Strongly suitable** profile: essential infrastructure-like cash flows, investment-grade-style issuer, active hybrid user, M&A-related leverage pressure, and clear refinancing / balance-sheet rationale. **2) Entity B — EDF: second priority** EDF is also a strong candidate, but the situation is more stressed and potentially more dependent on state ownership / extraordinary factors. - EDF is a major regulated / quasi-regulated utility and energy infrastructure issuer. - It has an established hybrid capital programme: - **Proceeds from issue of subordinated liabilities and convertible instruments** were about **€994m in 2022** and **€1.235bn in 2021**. - It made **payments to holders of perpetual subordinated bonds** of **€606m in 2022** and **€547m in 2021**. - That creates an ongoing refinancing rationale for hybrid instruments. - Credit metrics deteriorated sharply in 2022: - EBITDA / operating profit before depreciation and amortisation turned negative at **-€5.0bn**, from **€18.0bn** in 2021. - Net loss was **€18.2bn**, versus profit of **€4.8bn** in 2021. - Operating cash flow was negative at **-€7.4bn**, from positive **€12.6bn** in 2021. - Equity fell from **€62.0bn to €46.6bn**. - Financial liabilities expanded significantly, including other current financial liabilities increasing to **€71.8bn**. - These are exactly the kind of deteriorating metrics that can support a hybrid issuance rationale to preserve rating headroom. - However, the severity of EDF’s financial stress, the scale of nuclear liabilities and the role of the French state make the hybrid decision less purely market-driven. A bank may be able to originate, but timing, pricing and strategic rationale could be more policy-driven than for Veolia. EDF is therefore **Strongly suitable**, especially given its utility profile and existing hybrid usage, but it ranks behind Veolia because the credit story is more volatile and less clean. **3) Entity A — EDP, S.A.: third priority** EDP is a high-quality utility and is structurally suitable for hybrid issuance, but the urgency appears lower than for Veolia or EDF. - EDP is a regulated / utility energy issuer with visible cash flows across generation, distribution and supply. - Operating performance improved in 2022: - Revenue rose to **€20.7bn** from **€15.0bn**. - EBITDA-like profit before provisions, amortisation, financial items and tax increased to **€4.52bn** from **€3.72bn**. - Operating cash flow increased to **€3.78bn** from **€2.02bn**. - Net profit remained positive at **€1.17bn**. - Leverage and funding needs are meaningful: - Long-term borrowings were **€15.8bn**. - Current borrowings increased materially to **€4.24bn**. - Capex / investment outflows remained high, with cash payments for PP&E and intangibles of about **€3.5bn**. - A hybrid bond could help support adjusted leverage and fund capex, especially given the capital-intensive energy transition profile. - But compared with Veolia and EDF, the data provided does not show an obvious near-term hybrid call / refinancing trigger, nor the same level of credit deterioration. - EDP’s earnings and cash generation are improving, and its equity base remained broadly stable. So the hybrid rationale is more opportunistic or headroom-enhancing rather than urgent. EDP is suitable, likely **Strongly to Marginally suitable**, but it should be approached after Veolia and EDF because the refinancing / downgrade-pressure rationale is less immediate. C,B,A