Fitch Assigns EDP Energias de Portugal EUR750m Hybrid Notes' 'BB' Rating
The rating reflects the highly subordinated nature of the notes, which Fitch considers to have low recovery prospects in a liquidation or bankruptcy scenario. The equity credit reflects the equity-like characteristics of the instruments including subordination, maturity in excess of five years and deferrable interest coupon payments. Equity credit is limited to 50% given the notes' cumulative interest coupon, a feature considered more debt-like in nature.
We understand from the company that hybrid capital will be a long-term strengthening tool for EDP's capital structure. The EUR750m hybrid capital has a limited weight relative to total debt. The hybrid proceeds are being used for general corporate purposes.
The notes' rating and assignment of equity credit are based on Fitch's hybrid methodology, "Treatment and Notching of Hybrids in Non-Financial Corporate and REIT Credit Analysis".
KEY RATING DRIVERS FOR THE NOTES
Deep Subordination and Deferral Option
The notes are rated two notches below EDP's Long-term Issuer Default Rating given their deep subordination and consequently, the lower recovery prospects in a liquidation or bankruptcy scenario relative to the senior obligations of the issuer, and the deferral option.
50% Equity Treatment
The securities qualify for 50% equity credit as they meet Fitch's criteria with regard to deep subordination, remaining effective maturity of at least five years, full discretion to defer coupons for at least five years and limited events of default. These are key equity-like characteristics, affording EDP greater financial flexibility.
The interest coupon deferrals are cumulative, which results in 50% equity treatment and 50% debt treatment of the hybrid notes by Fitch. This is a feature similar to debt-like securities and reduces the company's financial flexibility. According to Fitch's criteria, the agency would reduce the equity credit of 50% to 0% five years before the effective remaining maturity date.
Effective Maturity Date
While the notes maturity is 2075, Fitch treats the day on which the replacement language expires as an effective maturity date. Under the instrument's terms, this date coincides with the second step-up date. From this date, the coupon step-up is within Fitch's aggregate threshold rate of 100bps, but the issuer will no longer be subject to replacement language. The replacement language discloses the company's intent to redeem the instrument at any call date, up to the second step-up date, with the proceeds of a similar instrument.
The second step-up date is defined as 2036 for five-year and a half non-call hybrid, if the issuer is rated below investment grade by another rating agency 30 days before the first call date. Otherwise, the second step-up date would be 2041 for five-year and a half non-call hybrid.
Early Redemption
The issuer has the option to redeem the notes on the first call date in 2021, five years after the first call date and on any coupon payment date thereafter. In addition, there are extraordinary call rights in case of adverse changes to tax or rating agency treatment as well as a call right in case of minimum outstanding amounts and a change of control or gross-up event.
The change of control, if followed by an event-driven downgrade, is designed to trigger an interest rate increase of 500bps as a way to compensate the creditors. However, the issuer would have the right to redeem the notes in this instance. Our view is that the change of control provision cannot force an event of default as redemption is designed as an option for the issuer and not a right of the creditor, while the 500bps increase is within the limit according to our methodology.
Full Ability to Defer
EDP can opt to defer coupons on a cumulative basis without any constraint at a given time. The company will be obliged to make a mandatory settlement of deferred interest payments if it chooses to pay cash dividends or make other distributions on junior instruments, including parity securities interest payment, or repurchase of share capital or equally ranked securities.
KEY RATING DRIVERS FOR EDP
Resilient Operations
EDP's 1H15 results confirmed the resilience of the business model and the benefits of diversification, with a 1% yoy increase in recurring EBITDA. This is despite weaker generation in Iberia and Brazil than in 1H14, markedly due to less rain, and positive impact on USD-based earnings from a weaker EUR/USD foreign exchange. Fitch expects funds from operations (FFO) adjusted net leverage to be 5x in 2015, after including the positive impact for the 50% equity content on its EUR750m hybrid issue, which is within our leverage guidelines. The leverage forecast also reflects successful tariff deficit (TD) monetisation and good progress in EDP's disposal plan.
High Share of Regulated EBITDA
EDP's business profile benefits from a high share of regulated or contracted activities (91% of EBITDA in 1H15; 89% in 2014) compared with European utilities peers. However, by 2017 when most long-term contracted revenues in Portugal are liberalised, EDP's exposure to full merchant risk in Iberia will increase to 25% of total EBITDA from 11% in 2014. Long-term contracted generation in Iberia will be at a low 1% of total volume until the PPA/CMEC contracts are terminated, or long-term contracted plants are transferred to the liberalised market.
Iberian Tariff Deficit on Track
Fitch expects the total stock of electricity tariff deficit (TD) in Portugal to have peaked in 2014 (EUR5.3bn) and to be stable in 2015 before shrinking. We forecast EDP's regulatory receivables will be flat in 2015, before declining on the back of an underlying improving trend and EDP's active TD securitisation. We expect no TD in Spain in 2014 and a surplus in 2015.
In a financially more balanced and sustainable electricity system we would expect regulatory and political risk to decrease but further intervention cannot be ruled out while economic recovery in Spain and Portugal remains fragile. Fitch has assumed that measures implemented to address the TD issue will remain in place, including extending the extraordinary energy sector tax in Portugal.
Higher Visibility on Investments
EDP is on course to dispose of its EUR2bn of minorities to China Three Gorges (EDP's main shareholder, A+/Stable), including co-investments, of which EUR1.3bn has been committed or completed. In addition, the EUR700m asset rotation plan is over 70% completed. These will help reduce leverage and capex needs.
EDP's management strategy for 2014-2017 is to cut capex, focus on favourable markets such as North America for renewables and cost-competitive generation technologies such as new hydro assets in Portugal and contracted capacity (PPAs) in Brazil. This strategy is in line with management's low-risk approach to cope with a complex market, both domestically and internationally.
Debt Reduction Strategy
One of the key targets of EDP's 2014-2017 management strategy is to reduce net debt (adjusted by regulatory receivables) to EBITDA to about 3.0x in 2017 from 4.0x in 2013. The company expects this improvement to come from lower net investments and new capacity additions.
Fitch's rating case shows FFO adjusted net leverage trending below 5x from 2015 from 5.6x in 2013. Fitch's leverage calculation does not deduct outstanding TD receivables from net debt until these receivables have been monetised, for instance through TD securitisation.
KEY ASSUMPTIONS
- EBITDA at EUR3.7bn in 2015 and low single-digit CAGR for 2015 to 2017, driven by wind & hydro organic growth and efficiency improvements.
- Average capex EUR1.3bn per year for 2015-2017
- Stable dividends of EUR0.185 per share (floor)
- Around EUR500m of additional disposals up to 2017.
- Excess free cash flow (FCF) (after dividends) deployed for de-leveraging.
- Stable Portuguese regulatory receivables on balance sheet for 2015 before moderately declining in 2016 and 2017. This implies EDP will continue with TD securitisation over the same period. No new TD in Spain.
- New EUR750m hybrid issue with 50% of equity content in 2015, improving FFO adjusted net leverage by 0.1x. No coupon deferral in 2015-2017.
RATING SENSITIVITIES
Positive: An upgrade of the issuer is unlikely in the short term unless leverage improves sooner than 2016. Other future developments that may lead to positive rating action include:
- A sustained return to positive FCF driven by stronger recovery of demand and prices on the Iberian electricity market.
- The consolidation of the new regulatory framework both in Spain and Portugal showing a sustainable narrowing of the TD in both countries.
- FFO adjusted net leverage trending towards 4.5x and FFO interest coverage above 4.0x on a sustained basis.
Negative: Future developments that may lead to negative rating action include:
- Slower-than-expected deleverage leading to FFO adjusted net leverage above 5.0x and FFO interest coverage below 3.5x on a sustained basis.
- Substantial deterioration of the operating environment or further government measures that substantially reduce cash flows.
- A downgrade of the sovereign by three notches to 'B+', which would likely lead to a one-notch downgrade of EDP's Long-term ratings, although this is a remote possibility given the positive trajectory of Portugal's sovereign rating (BB+/Positive).
LIQUIDITY
As of end-June 2015 committed facilities plus cash on hand amounted to EUR5bn, versus debt maturities of EUR4.3bn up to 2016. Fitch expects the company to generate moderate positive FCF in 2015 and 2016. During 1H15 EDP refinanced high-cost bank debt and extended average debt maturity to 4.6 years. EDP's liquidity is sufficient to cover its refinancing needs over the next 24 months.
FULL LIST OF RATINGS
EDP - Energias de Portugal, S.A.
Long-term IDR of 'BBB-', Outlook Stable
Short-term IDR of 'F3'
Senior unsecured rating of 'BBB-'
Subordinated hybrid capital securities assigned rating of 'BB'
EDP Finance BV
Long-term IDR of 'BBB-', Outlook Stable
Short- term IDR of 'F3'
Senior unsecured rating of 'BBB-'
Hidroelectrica del Cantabrico, S.A.
Long-term IDR of 'BBB-', Outlook Stable
Short- term IDR of 'F3'
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