I'll analyze Terna's suitability for hybrid bond issuance based on the provided data and guidelines. ## Key Facts About Terna **Company Profile:** - Terna S.p.A. is Italy's national electricity transmission system operator - Legal form: S.p.A. (Italian public limited company) - Parent: CDP Reti S.p.A., ultimate parent: Cassa Depositi e Prestiti S.p.A. (Italian state-owned development bank) - Principal place of business: Italy **Financial Performance (2022):** - Revenue: €2,898 million (up from €2,535 million in 2021) - Operating profit: €1,334 million (up from €1,200 million) - Net profit: €858 million (up from €791 million) - EBITDA margin implied strong given regulated utility nature - Property, plant & equipment: €16.2 billion (heavily capital intensive) **Capital Structure & Hybrid Bonds:** - **Already issued hybrid bonds in 2022: YES** (€989 million perpetual hybrid bonds) - First year of hybrid bond issuance: 2022 - Equity attributable to owners: €6,142 million (up significantly from €4,682 million, partly due to hybrid inclusion) - Total equity: €6,169 million **Credit Metrics:** - S&P Net Debt / EBITDA: 4.35 - S&P FFO / Net Debt: 0.1724 - Moody's adjusted leverage trend: Improving **Cash Flow Characteristics:** - Operating cash flow: €2,324 million (strong) - Heavy capex: €1,492 million PP&E + €212 million intangibles = ~€1.7 billion - Free cash flow after capex is tight but positive - Significant working capital movements ## Assessment Against Guidelines ### **Regulated Utility Characteristics - STRONGLY SUPPORTIVE** Terna is a **classic regulated electricity transmission utility**: - National electricity transmission grid operator (natural monopoly) - Regulated revenues with transparent tariff-setting mechanisms - Essential infrastructure service with no substitutes - Revenue from related party transactions (€1,719 million) suggests regulated/contracted revenue base - Heavy regulated asset base (€16.2 billion PP&E) This matches exactly: "Regulated, quasi-regulated, infrastructure-like, utility, energy infrastructure... with highly visible cash flows" ### **Credit Profile - SUPPORTIVE** - Investment grade profile expected for regulated utility with state backing - Net Debt/EBITDA of 4.35 is moderate for a capital-intensive regulated utility - FFO/Net Debt of 0.1724 (17.24%) - this is on the lower side but improving per Moody's - **Moody's trend: Improving** - this is positive but note the guideline mentions "deteriorating financial metrics... and hybrid needed to preserve current rating" as a Strongly Suitable factor. Here metrics are improving, which might suggest less urgency. However, the **existing hybrid bond issuance in 2022** is a critical signal. The company has already validated the instrument. ### **Use of Proceeds and Rationale - SUPPORTIVE** - Massive capex program: €1.7 billion annually in PP&E and intangibles - Transmission infrastructure requires continuous investment - Regulated utilities need to maintain and expand networks - Strong refinancing, capex funding rationale exists ### **Financial Policy Credibility - SUPPORTIVE** - State-backed entity (CDP Reti/Cassa Depositi e Prestiti) - Strong access to institutional capital markets - Already demonstrated ability to issue hybrids successfully in 2022 - Coupon on hybrid bonds: €21.1 million (manageable relative to profits) ### **Rating Considerations** The S&P metrics (Net Debt/EBITDA 4.35, FFO/Net Debt 0.1724) suggest: - Leverage is moderate-to-elevated for the sector - FFO coverage is somewhat thin - Hybrid issuance **did materially improve** equity base (€989 million added to equity) - This created rating headroom and improved adjusted metrics ## Why Not "Not Suitable" or Only "Marginally Suitable"? - **Not Not Suitable**: Clearly a regulated utility with visible cash flows, not cyclical/distressed/commodity - **Not Marginally Suitable alone**: This is not "opportunistic" or "temporary credit support" - it's core infrastructure financing for a regulated monopoly with demonstrated recurring need for capital ## Critical Factor: Already Issued Hybrids in 2022 The guidelines explicitly state: "an entity having issued hybrid bonds is highly likely Strongly Suitable, or at least Marginally Suitable." Terna issued **€989 million in perpetual hybrid bonds in 2022** - its first issuance. This demonstrates: - Market access for hybrid instruments - Equity-like treatment by rating agencies (included in equity) - Strategic use as core funding instrument - Investor appetite confirmed ## Conclusion Terna is a **regulated national electricity transmission utility** with: - Highly visible, regulated cash flows - Essential infrastructure status - Heavy ongoing capex needs - State-backed ownership structure - **Proven hybrid bond issuance track record (2022)** - Material improvement to capital structure from hybrid inclusion - Investment grade profile appropriate for hybrid instruments While Moody's trend is "improving" rather than deteriorating (which might suggest less urgency), the **existence of the 2022 hybrid issuance**, the **regulated utility nature**, the **massive capex program**, and the **material equity credit benefit** all point strongly toward hybrid suitability. The hybrid bonds are clearly being used as a **core recurring funding instrument** (not opportunistic), with strong rationale for infrastructure investment, and have already demonstrated rating benefit by bolstering equity. Strongly Suitable