
Telefonica Europe's Proposed Hybrid Securities Rated 'BB+' And Assessed As Having Intermediate Equity Content
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- Spain-based telecoms operator Telefonica S.A. intends to issue subordinated hybrid securities through its Dutch finance subsidiary, Telefonica Europe B.V.
- We assess the proposed securities as having intermediate equity content.
- We are assigning our 'BB+' issue rating to the proposed securities, reflecting their subordination and optional deferability.
FRANKFURT (S&P Global Ratings) Sept. 17, 2019--S&P Global Ratings today assigned its 'BB+' long-term issue rating to the proposed hybrid securities to be issued by Telefonica Europe B.V., the Dutch finance subsidiary of Spain-based telecommunications group Telefonica S.A., which will guarantee the proposed securities.
We understand the group may use the securities' proceeds to manage its layer of hybrid capital or for general corporate purposes. We think Telefonica's preference is not to permanently increase its stock of hybrids by way of this transaction, although we understand that, at this point, the group could retain the flexibility to do so. Our ratio of outstanding hybrids to S&P Global Ratings-adjusted capitalization is about 13% for 2019-2020, including the proposed issuance. This is well below the 15% limit on hybrid capitalization that, if exceeded, would lead us to subject the group's financial policies to further scrutiny.
At this time, the transaction does not lead us to reassess any of the existing hybrids as having minimal equity content. We would determine whether to reduce equity content on other hybrids only after Telefonica has taken a definitive decision on the use of proceeds.
We classify the proposed hybrids as having intermediate equity content until the first reset date because they meet our criteria in terms of their subordination, permanence, and optional deferability during this period. Consequently, when we calculate Telefonica S.A.'s adjusted credit ratios, we will treat 50% of the principal outstanding and accrued interest under the proposed hybrids as equity rather than debt, and 50% of the related payments on these securities as equivalent to a common dividend.
The two-notch difference between our 'BB+' issue rating on the proposed hybrid securities and our 'BBB' issuer credit rating (ICR) on Telefonica S.A. signifies that we have made the following downward adjustments from the ICR:
- One notch for the proposed securities' subordination, because our long-term ICR on Telefonica S.A. is investment grade; and
- An additional notch for payment flexibility due to the optional deferability of interest.
The notching of the proposed securities points to our view that there is a relatively low likelihood that Telefonica Europe will defer interest payments. Should our view change, we may significantly increase the number of downward notches that we apply to the issue rating. We may lower the issue rating before we lower the ICR.
KEY FACTORS IN OUR ASSESSMENT OF THE SECURITIES' PERMANENCE