# Assessment of NATURGY ENERGY GROUP SA for Hybrid Bond Issuance ## Company Overview Naturgy Energy Group SA is a major European utility operating in regulated gas distribution, electricity distribution, and energy supply. The company operates across multiple jurisdictions with a diversified business model spanning regulated networks and unregulated energy generation/retail operations. ## Key Strengths Supporting Hybrid Bond Issuance ### 1. **Business Profile – Highly Suitable for Hybrid Bonds** - **Regulated utility with infrastructure characteristics**: Naturgy operates primarily in regulated gas and electricity distribution networks across Spain, Portugal, France, and other European jurisdictions - **Highly visible, stable cash flows**: The regulated nature of the core business provides transparent, predictable cash flow generation - **Essential services provider**: As an integrated energy utility, the company provides essential services with limited substitutes - **Diversification**: Multi-jurisdictional, multi-segment operations (gas distribution, electricity distribution, supply) reduce concentration risk ### 2. **Financial Profile – Investment Grade with Rating Support Rationale** - **Investment Grade Position**: S&P metrics suggest BBB-area profile: - Net Debt/EBITDA of 2.67x (reasonable for regulated utility, within typical 2.5-3.5x range) - FFO/Net Debt of 0.2847 (reflects strong operating cash generation relative to leverage) - **EBITDA Generation**: €4,954m EBITDA in 2022 demonstrates substantial cash generation capacity - **Improving leverage trend**: Moody's notes "Improving" adjusted leverage for 2022, indicating improving credit metrics - **Adequate equity cushion**: Equity of €9,979m (24.7% of total assets) provides reasonable deleveraging capacity ### 3. **Refinancing and Funding Rationale** - **Substantial debt outstanding**: Long-term borrowings of €12,689m and current portion of €2,110m indicate material refinancing needs - **Rising interest rate environment**: 5Y, 7Y, and 10Y swap curves averaged 1.726%, 1.806%, and 1.927% respectively in 2022 (vs. negative rates in 2020-2021), creating incentive for capital structure optimization - **Capex program**: €1,687m capital spending in 2022 indicates ongoing investment needs - **Dividend obligations**: €1,467m in dividends paid, consistent with investor expectations ### 4. **Market Access and Credibility** - **Established hybrid bond issuer**: The company has issued hybrid bonds since 2013, with recent issuances in 2021-2022 - **Institutional investor familiarity**: Track record of successful capital market access demonstrated by continuous refinancing capability - **Strong operational scale**: €33,965m revenue (2022) provides substantial scale and institutional credibility ### 5. **Rating Headroom and Leverage Benefits** - **Leverage reduction opportunity**: At 2.67x Net Debt/EBITDA, hybrid issuance could reduce reported leverage toward 2.4-2.5x, providing meaningful rating headroom - **Core rating drivers preserved**: Even with hybrid issuance, the underlying regulated utility business remains protected by regulatory frameworks - **FFO metrics**: Strong operating cash generation supports debt service even at higher leverage levels ## Key Considerations ### 1. **Regulatory Framework Strength** The company operates across multiple European jurisdictions with generally strong regulatory protections, transparent cost recovery mechanisms, and established tariff-setting procedures. This supports creditworthiness through cycles. ### 2. **Market Conditions (2022)** - Corporate bond spreads in the EUR investment grade space averaged 1.085% in 2022 - Sub-senior hybrid spreads (delta 0.2%) would imply approximately 2.3% in the broader market context - Rising rate environment actually increases attractiveness of hybrid structure vs. perpetual debt refinancing at higher coupons ### 3. **Existing Hybrid Portfolio** The company's track record of hybrid bond issuance (2013-2022) and apparent refinancing of earlier tranches suggests comfort with this capital structure component and investor base acceptance. ## Rating Assessment Based on the S&P regulated utilities methodology: - **Regulatory Advantage**: Strong/adequate (European regulated utilities typically score here; transparent frameworks, cost recovery mechanisms in place) - **Scale, Scope, and Diversity**: Strong/adequate (multi-jurisdictional, diversified customer base, no single point of failure) - **Operating Efficiency**: Adequate/strong (stable operational performance, established management of major capex projects) - **Financial Metrics**: Investment Grade (BBB range) ## Conclusion NATURGY ENERGY GROUP SA is **Strongly Suitable** for hybrid bond issuance based on: 1. **Essential criterion met**: The company has recently issued hybrid bonds (2021-2022), which is a strong signal of suitability 2. **Core business profile**: Regulated European utility with stable, visible cash flows 3. **Leverage optimization**: Current leverage of 2.67x Net Debt/EBITDA leaves meaningful room for hybrid-funded deleveraging toward 2.4-2.5x 4. **Refinancing driver**: Rising interest rates in 2022 create compelling rationale to refinance maturing debt with hybrid structures 5. **Market access**: Strong institutional credibility, established investor base, and track record of capital markets execution 6. **Rating benefit**: Hybrid issuance would materially improve leverage metrics and provide rating headroom The company has all hallmarks of a BBB-area investment grade utility with strong refinancing needs and strategic rationale for hybrid capital. Hybrid bonds align naturally with the company's stable, regulated cash flow profile and capital structure strategy. Strongly Suitable