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Asia-Pacific Restructuring Advisory Mandates An Acuris Company
10 January 2018
India
Reliance
Bankruptcy Communications
Profile Limited
Debtwire.com
Debtwire.comAsia-Pacific
India Restructuring
Bankruptcy Advisory Mandates
Profile | 10-Jan-18
An Acuris Company
Reliance Communications Limited
Overview: The National Company Law Tribunal's (NCLT) Mumbai bench has now scheduled for 18 January the oft-adjourned hearing on the bankruptcy CASE DETAILS
petition filed against Reliance Communications (RCom) by large trade creditor Ericsson India. Largest creditor China Development Bank (CDB), at a hearing on
5 January, formally pulled its petition after agreeing to enable the Anil Ambani-controlled Indian wireless-communications, data-centre and undersea-cable Petitioner Ericsson India
company to proceed with its late-December updated plan to monetise assets, including through the sale of its wireless-related assets to Reliance Jio, a rival
controlled by Anil’s elder brother and India’s wealthiest person Mukesh Ambani. In addition, RCom hopes to generate cash by developing its vast Greater Date of petition 13 September 2017
Mumbai real-estate holdings and bringing on a strategic investor to recapitalise the remaining rump company. The plan, which is supposed to reduce RCom’s
debt by 85% to around INR 60bn (USD 936.3m), is still subject to lender and regulatory approval, according to a company announcement on 26 December. Past 2 years/
Default period/amount
INR 11.56bn (USD 180.63m)
Key dates and recent coverage
5-Jan-17: China Development Bank withdraws its bankruptcy petition against RCom, as per Debtwire. Ericsson’s hearing is adjourned to 18 January. Court NCLT’s Mumbai Bench
28-Dec-17: RCom signs a binding definitive agreement to sell its wireless-spectrum, tower, fibre and media-convergence-node assets to Reliance Jio
Infocomm. Judge -
27-Dec-17: CDB, RCom’s largest lender, will withdraw its bankruptcy petition, according to the Business Standard. IRP -
26-Dec-17: RCom announces a renewed proposed asset-monetisation plan to reduce its debt by 85% after lenders refrain from exercising their equity-
conversion right by the deadline, terminating the semi-regulatory Strategic Debt Restructuring process. RCom Indian counsel Navroz Seervai
18-Dec-17: The admission hearing for bankruptcy petitions filed by trade creditor Ericsson India is adjourned until 5 January, after the admission hearing over
Rcom international
the bankruptcy petition by large financial creditor CDB was postponed to the same date three days earlier, as per Debtwire. counsel
Paul Hastings LLP
15-Dec-17: Onshore lenders continue to dither on the equity swap, weighing provisioning risk against potential battle with CDB, as per Debwire .
Ericsson Counsel Ashwin Ankhad & Associates
9-Dec-17: Lenders led by State Bank of India (SBI) have received bids for RCom’s real-estate and telecom assets, as per Business Standard. On 28 November and
1 December, The Economic Times (ET) reported that Reliance Jio, Bharti Airtel and Vodafone were interested in buying RCom spectrum.
CDB Counsel Darius Khambata of Trilegal
6-Dec-17: RCom's counsel states during a bankruptcy-admittance hearing that the company is close to a settlement with CDB, Debtwire reports. Export-Import
Bank of China (EXIM) and Industrial and Commercial Bank of China (ICBC) plan to support CDB’s bankruptcy petition if needed, as per Reuters. JLF’s Counsel Dina Wadia of J Sagar Associates
5-Dec-17: Fortuna Public Relations Pvt Ltd joins the ranks of trade creditors petitioning for RCom’s bankruptcy, according to Reuters.
Kirkland & Eliss (legal),
30-Nov-17: RCom claims in an announcement that some onshore and offshore financial creditors will oppose CDB’s insolvency petition. Bondholders advisors
PJT Partners (financial)
28-Nov-17: RCom enters a binding agreement to sell direct-to-home (DTH) unit Reliance Big TV to Pantel Technologies and Veecon Media & Television.
24-Nov-17: CDB files an insolvency petition against RCom and Indian wireless unit Reliance Telecom , according to Debtwire.
21-Nov-17: RCom’s lenders approved the sale of its Chennai and Delhi properties to Brookfield Asset Management for INR 8.01bn (USD 123.3m), as per Mint. DEBTOR SUMMARY
7-Nov-17: RCom’s Global Cloud Exchange, whose cash flows are partially ring-fenced and whose USD 350m, 7% bonds due-2019 bonds are non-recourse to its Promoter Anil Ambani
parent, reassures bondholders that they will continue to receive regular coupon payments, as reported by Debtwire.
6-Nov-17: RCom does not pay the coupon on its USD 300m, 6.5% due-2020 notes, citing in an announcement its standstill agreement with bank lenders. Sector Telecommunications
6-Nov-17: Brookfield Infrastructure Partners announced that it called off a deal to buy a 51% stake in RCom’s 43,000 cellular towers for INR 110bn (USD
1.7bn), because it was conditional on RCom’s merger of its wireless business with Aircel, which was aborted. Total Debt
INR 490.6bn
(as of 31-Mar-17)
2-Nov-17: Trade creditor Tech Mahindra withdraws 9 October insolvency petition against RCom to focus on reaching a settlement, as per Economic Times.
1-Nov-17: RCom completes the acquisition of Sistema Shyam Teleservices Ltd’s Indian wireless business of in exchange for 10% fully diluted stake in RCom. FY17 EBITDA INR 50.8bn
30-Oct-17: RCom presents a zero write-off plan to lenders, proposing to pay down INR 170bn (USD 2.62bn) debt through asset sales and to convert INR 70bn
debt into a 51% equity stake. Leverage 9.7x
27-Oct-17: RCom confirms media reports that it will shutter its 2G cellular operations.
2-Oct-17: RCom announces the cancelation of the planned merger of its wireless business with rival Aircel. Doubts about the deal had already been
percolating, because, as Debtwire reported on 12 September, there was sustained pushback from international lenders CDB and Standard Chartered Bank,
USEFUL LINKS
which needed to approve the deal.
13-Sep-17: Ericsson India files an insolvency petition against RCom, Infratel and Telecom. - FY17 Annual Report
2-Jun-17: RCom announces that its lenders have formed a joint lenders forum with the aim of completing a restructuring under the umbrella of the Reserve
Bank of India's Strategic Debt Restructuring process, which could require them to swap into a controlling stake by late December.
- FY16 Annual Report
18-May-17: Debtwire reports that Rcom is months late on servicing its loans, shedding light for the first time on the company’s dire situation, and causing its
long-stable USD 300m, 6.5% bond to finally break below par.
Debtwire.com
Debtwire.com Page 2Asia-Pacific
India Restructuring
Bankruptcy Advisory Mandates
Profile | 10-Jan-18
An Acuris Company
Reliance Communications Limited
RISE, FALL AND SALVATION
Reliance Communications Limited (RCom) is a Maharashtra, India-headquartered wireless-communications, data-centre and undersea-cable company in the process of trying to monetise assets to ward off a
bankruptcy process. Once India’s second-largest wireless-communications player in what was expected to be a booming market, the company -- controlled by tycoon Anil Ambani -- is the most high-profile loser in the
brutal war for users that reached its apex with the aggressive entry into the space in September 2016 by Reliance Jio Infocomm (RJIO). Under a late-December definitive agreement, Jio will buy RCom’s wireless
assets, bringing the business back to its original corporate home – Reliance Industries, the conglomerate controlled by Anil’s big brother and frequent foil, Mukesh Ambani.
The sale is part of a revised monetisation plan RCom announced on Boxing Day 2017 that is supposed to reduce its debt to around INR 60bn (USD 936.3m) eventually, compared with INR 490.6bn (USD 7.56bn) as of
31 March 2017. The announcement ended management’s desperate attempts for the past year to save the core wireless business. Following a Debtwire report in May that RCom was months late on servicing its loans,
its lenders in early June formed a so-called Joint Lenders Forum with the aim of completing a restructuring by late December under the Reserve Bank of India's Strategic Debt Restructuring (SDR) process. Attempts to
merge the flagging wireless business with a rival’s and to sell the communications-tower business collapsed in October and November under the weight of objections from key creditors China Development Bank
(CDB) and Standard Chartered Bank. Bankruptcy petitions from CDB and large trade creditor Ericsson India finally forced Anil’s hands.
Monetisation plan: RJIO will purchase most of RCom's assets, including 122.4 Mhz of 4G spectrum, around 43,000 towers, around 178,000 kilometres of fibre-optic cable, 248 media-convergence nodes, as per a 28
December announcement that doesn’t state a price. Indian press have reported a price range of INR 200bn-INR 240bn (USD 3.12bn-USD 3.75bn). As part of the 26 December plan, RCom also intends to sell real estate
in New Delhi, Chennai, Kolkata, Jigni and Tirupati. It expects the sale of the wireless and property assets will reduce its debt by INR 250bn (USD 3.93bn), according to the 26 December announcement.
RCom also plans to monetise its 125 acre IT Park in Navi Mumbai, which houses RCom’s network operations centre. The property, which is held by an SPV, is expected to be further developed after RCom finds a
partner and eventually lead to an additional INR 100bn debt reduction.
Leftovers: The residual company will mainly comprise RCom’s internet data centres, its landline service catering to Indian enterprises and its submarine cable and data centre unit Global Cloud Xchange (GCX). GCX’s
cash flows are partially ring-fenced, as per the terms of its USD 350m secured due-2019 bonds, restricting dividends to RCom if debt-to-EBITDA is above 3.75x or if interest coverage is below 1.75x. Under the 26
December plan, the rump company would be recapitalised by a strategic investor. Credit Suisse was appointed to find an investor, according to RCom.
How it got here: RCom was incorporated in July 2004 and then listed on the Indian stock exchanges on 6 March 2006, not long after being split off from Reliance Industries. The spin off was part of a deal between the
feuding Amabani brothers that divided the vast conglomerate built by their late father. In the years following the split, RCom experienced significant growth in revenue and profit, fuelled in part by eager borrowing
and a rapidly growing market, sending the stock price soaring to an eventual peak of INR 803 in January 2008. The shares closed at INR 32.45 on 9 January.
The mix of debt and intense competition eventually caught up to RCom, particularly once Reliance Jio entered the market in September 2016 and began slashing prices. After a strong decade-long run following the
split from Reliance Industries, RCom’s growth in revenue and EBITDA leveled off in FY14 through 31 March 2014, and then in FY17 the bottom fell out, with adjusted EBITDA declining 31% YoY to INR 50.8bn on
revenue that fell 11.2% YoY to INR 194.9bn. Free cash flow burn intensified, at negative INR 107bn versus negative INR 43.8bn in the year prior. The trend continued into 1H18, with revenue falling 41% YoY to INR
61.1bn and EBITDA swinging to negative INR 0.8bn, a INR 31.1bn fall from the year-prior period.
To deal with the competition and liquidity challenges, RCom in September 2016 inked the ill-fated deals to merge its wireless business with struggling rival Aircel Ltd and in April 2017 agreed to sell of its tower assets
to Canadian alternative-asset manager Brookfield Infrastructure Partners. These transactions were supposed to help RCom reduce its debt by 60%. With completion of the deals dragging, RCom's bank lenders formed
a Joint Lenders Forum with the purpose of putting the company through the Reserve Bank of India's so-called SDR process, which effectively gave management a late December deadline for finalising a resolution plan
or face the loss of control of the company. If that wasn’t pressure enough, bankruptcy petitions from CDB, Ericsson and some other trade creditors appears to have done the trick.
MAJOR ASSETS (as of 31 March 2017)
Business Key Subsidiary's Stake held by RCom Assets Notes
Reliance Telecom Ltd 100% Spectrum license in 18 Circles Customer base (31 March 2017): 84m. Spectrum: 269 MHz across 850/900/1800/2100 bands.
Wireless services
Sistema Shyam Teleservices Ltd (SSTL) 100% Spectrum in 8 Circles Acquired in Nov 2017. Spectrum: 30 MHz
Services RCom and third parties. Generated in FY17 INR 14.4bn EBITDA on INR 39.7bn revenue,
Tower assets ~43,000 towers according to Infratel’s standalone financial statement. RCom units paid INR 25.6bn to Infratel in
Reliance Infratel Ltd 90% FY17, implying external revenue of around INR 14.1bn.
Services RCom and third parties. Generated in FY17 INR 18bn EBITDA on INR 20.9bn revenue vrs
Fiber optic cable, India Network of 190,000km fiber optic cables in India
INR 2.8bn EBITDA on INR 5bn revenue in FY16, according to Infratel’s standalone financials.
Operates nine data centers in Navi Mumbai,
Caters to 35,000 Indian enterprise customers. Generated FY17 revenue of INR 5.05bn and profit of
Internet data centers Reliance IDC Ltd 100% Bengaluru, Chennai and Hyderabad spanning ~6.5
INR 501.5m vrs INR 4.5bn and INR 13.5m in FY16.
lac square feet
Submarine cable system spanning 68,698km with Provides data communication service to 200+ global customers through its subsea cable network.
Submarine cable Global Cloud Xchange Ltd (GCX) 100%
46 landing points in 27 countries Generated FY17 revenue of INR 27.7bn vrs INR 29.7bn in FY16.
Provides satellite television to ~5m subscribers across India. On 6 November, RCom entered an
Direct-to-home (DTH) Service Reliance Big TV Ltd 100%
agreement to sell Big to Veecon Media and Television Ltd for an undisclosed amount.
~125 acre Dhirubhai Ambani Knowledge City
Real Estate
(DAKC) in Navi Mumbai
Sources: Company reports, Debtwire.
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Debtwire.com Page 3Asia-Pacific Restructuring Advisory Mandates An Acuris Company
Sistema Shyam Anil D. Ambani & Life Insurance
CLSA Global Markets Teleservices Ltd (SSTL) family and other Other shareholders
Corporation of India (29.40%)
PTE Ltd (1.53%) (Person acting in promotor group (5.97%)
Concert) (10.02%) (53.08%)
RELIANCE COMMUNICATION LTD(1)(2) USD 300m 6.5% senior
—Wireless and other telecom operations secured notes due 2020
On 6 November, RCom
entered into an agreement
with Veecon Media and Reliance Big TV Reliance Infocomm Reliance Communications Reliance Globalcom BV
Television Ltd for sale of it's Limited (100%) Infrastructure Infrastructure Limited(1) (The Netherlands)
DTH business for an (100%)
- Direct o Home (DTH) Limited(3) (100%) (100%)
undisclosed amount.
-Investment Holding -Investment Holding -Investment Holding
Reliance Webstore
Limited (100%) 21.20% 79.71%
- Trading & Marketing
Reliance Infratel 10.74% Reliance Communication
Reliance Telecom
Limited(1) Inc. (USA) (100%)
Limited(1)(3)
- Telecom tower99%and - Int’l voice & data
78.80% - Wireless operation
Reliance IDC Limited Optic fiber cable services
(100%)
- Internet data centers
Indian Subsidiaries Global Cloud Xchange
Limited (Bermuda)
(100%)
Issuer group security providers of -Investment Holding
the due-2020 notes
USD 350m 7.0% senior GCX Limited(Bermuda)
Overseas Subsidiaries
secured notes due 2019 (100%)
-Investment Holding
Restricted subsidiaries under
RCom’s due-2020 notes
Restricted group under GCX’s Reliance Globalcom FLAG Telecom Group
due-2019 notes Limited Services Limited
(Bermuda) (99.965%) (Bermuda) (100%)
- Investment Holding - Investment Holding
Collaterals for the due-2020 notes:
(1) Charge over present and future movables of RCom, Reliance Telecom Limited, Reliance Infratel Limited and Reliance
Communications Infrastructure Limited Flag Telecom Group Vanco Group
(2) Assignment of 20 unified access service licenses and one national long distance and one International long distance license of RCom - Capacity leasing and - Capacity leasing and
(3) Pledge of entire shareholding of Reliance Telecom Limited and Reliance Infocomm Infrastructure Limited held by RCom internet protocol internet protocol
Source: Offering circular of USD 300m 6.5% senior secured notes dated 27 April 2015
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Debtwire.com Page 4Asia-Pacific Restructuring Advisory Mandates An Acuris Company
Organization structure of GCX Group Reliance Globalcom
BV
(Netherlands) Subsidiary guarantors* under USD 350m
due-2019 notes
Global Cloud Restricted group under USD 350m
Xchange Limited due-2019 notes
(Bermuda)
* cash, trade receivables and fixed assets of subsidiary
guarantors are pledged to the notes
USD 350m 7.0% senior GCX Limited
secured notes due 2019 (Bermuda)
Reliance Globalcom FLAG Telecom Group
GCX Services Limited
Limited Services Limited
(Bermuda)
(Bermuda) (Bermuda)
Reliance FLAG Reliance FLAG FLAG Holdings Reliance Vanco Group
Seoul Telenet Inc.
Globalcom Atlantic UK FLAG Telecom (Taiwan) Limited Limited (UK)
(49%)
(UK) Limited Limited Atlantic Singapore (50%) (Taiwan)
(South Korea)
(UK) (UK) France SAS Pte Limited
80%
(France) (Singapore)
20% FLAG Telecom Vanco Vanco
0.01% Vanco UK Vanco Asia Vanco
99.99% Taiwan Limited Pacific PTE Sweden AB GmbH VNO Direct
Limited (UK) Deutschland
FLAG FLAG (Taiwan) Limited (Sweden) (Germany) Limited (UK)
FLAG Reliance FLAG GmbH (Germany)
Telecom Globalcom Telecom Telecom Telecom (Singapore
Asia Limited Limited Development Deutschland Netherland
(Hong Kong) (India) Limited GmbH B.V.
(Bermuda) (Germany) (Netherlands) Vanco
Vanco Vanco Vanco US, LLC
Vanco Global Vanco ROW Solutions Inc.
1% International Switzerland A.G. (Delaware)
99% Limited (UK) Limited (UK) (Delware)
Limited (UK) (Switzerland)
FLAG Telecom FLAG Telecom FLAG
Development Network Services Telecom
Services Limited (Ireland) Hellas AE Vanco South Vanco SpZoo
Company LLC (Greece) America Ltda
Net Direct SA Vanco Srl Euronet Vanco SAS (Poland)
(Egypt) Reliance FLAG Vanco BV (Brazil)
(Proprietary) (Italy) Spain SA (France)
Telecom Ireland (Holland)
Ltd. (Spain)
Limited (Ireland) (South Africa)
Vanco
FLAG Telecom FLAG Telecom Benelux BV
Ireland Network Japan Limited (Netherlands) Vanco Australasia
Limited (Ireland) (Japan) Vanco (Shanghai) Vanco NV Vanco Japan KK
Pty Limited
Co., Ltd (China) (Belgium) (Japan)
(Australia)
FLAG Telecom FLAG Telecom
Network USA Espana Network
Limited (Delware) SAU (Spain)
Source: Offering circular of GCX’s USD 350m 7% senior secured bonds due-2019
Note: all shareholdings are at least 99.9% unless otherwise stated.
Debtwire.com
Debtwire.com Page 5Asia-Pacific
India Restructuring
Bankruptcy Advisory Mandates
Profile | 10 -Jan-18
An Acuris Company
Reliance Communications Limited
PRICE TREND for RCOM’S 6.5% USD 300m SENIOR SECURED NOTES DUE 2020
Source: Markit, Debtwire
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Debtwire.com Page 6Asia-Pacific
India Restructuring
Bankruptcy Advisory Mandates
Profile | 10-Jan-18
An Acuris Company
Reliance Communications Limited
FINANCIAL SUMMARY OTHER BIDDERS
INRbn 2014 2015 2016 2017 TTM 1H18 1H17 1H18
YoY % ∆
Period ending Mar-14 Mar-15 Mar-16 Mar-17 Sep-17 Sep-16 Sep-17
Revenue 212.4 217.7 219.5 194.9 152.4 103.6 61.1 -41.0%
American Tower Corporation
Adjusted EBITDA 69.3 73.1 73.6 50.8 19.7 30.3 -0.8 -102.6%
Bharti Infratel
Adjusted EBITDA margin 32.6% 33.6% 33.5% 26.1% 12.9% 29.2% - -
Brookfield
Company stated EBITDA 77.3 75.2 74.1 53.9 23.6 31.0 0.7 -97.8% Bharti Airtel (Spectrum)
EBITDA margin 36.4% 34.5% 33.8% 27.7% 15.5% 29.9% 1.1% - Carlyle
Net interest Expense 30.2 27.6 29.2 35.6 40.9 16.2 21.5 32.5% Gateway Partners
Operating cash flow 38.7 4.9 109.5 -67.8 - -28.9 - - I-Squared Capital
Capital expenditure(1) -21.7 -25.0 -153.3 -39.2 - 15.1 - - Indus Towers
Free cash flow 17.1 -20.1 -43.8 -107.0 - -13.8 - - PCCW
TPG Capital
Cash 5.0 14.1 15.2 13.2 4.6 11.6 4.6 -60.4%
Tillman Global Holdings
Total Debt(2) 419.8 400.3 475.9 490.6 377.0 478.4 377.0 -21.2%
Telekom Indonesia
Net Debt 414.7 386.2 460.6 477.4 372.4 466.8 372.4 -20.2%
Vodafone India (Spectrum)
Total Debt/Adj. EBITDA 6.1x 5.5x 6.5x 9.7x - - -
Net Debt/Adj. EBITDA 6.0x 5.3x 6.3x 9.4x - - -
Adj. EBITDA / cash interest paid 2.3x 2.7x 2.5x 0.9x - - -
Sources: Company filings, Debtwire. (1) Capital expenditure number for 1H17 is net of proceeds from sale of fixed assets. (2) Total debt number for 1H18 does not include long term borrowings with less Source: Economic Times, The Times of India,
Business Standard
than one year maturity as the company does not give break-up of the balance sheet numbers in the press release for 1H18
CAPITAL STRUCTURE (INRbn) as of 31 March 2017 CONTACT INFORMATION
Outstanding Outstanding
Instrument Issue Date Issuer Coupon Maturity Leverage
(INRbn) (USDm)(1)
INR 30bn 11.20% Non-Convertible Debenture 2-Mar-09 RCOM 11.20% 1-Mar-19 30.0 462.3
INR 15bn 11.25% Non-Convertible Debenture 7-Feb-12 RCOM 11.25% 7-Feb-19 11.3 173.4
Rupee Term loans from banks RCOM 8.65% - 11.65% 2017 - 2022 beyond 112.9 1,739.9
Luc Mongeon
Rupee Term loans from banks - subsidiary level Reliance Telecom 2.67% - 16.45% 2017-2022 6.2 95.3
Managing Editor, Asia Pacific
Rupee Term loans from banks - subsidiary level Reliance Infratel 10.25% 2017-2022 14.8 227.6
Rupee Loans from others RCOM 8.65% - 11.65% 2017 - 2022 beyond 4.5 69.0
+65 6349 8054
Foreign Currency loans from banks RCOM 3.09% - 5.40% 2017-2021 122.2 1,882.8 Luc.mongeon@acuris.com
Foreign Currency loans from banks - subsidiary level Reliance Telecom 2.67% - 16.45% 2017-2022 14.1 217.0
Foreign Currency loans from banks - subsidiary level Reliance Infratel -Asia-Pacific
India Restructuring
Bankruptcy Advisory Mandates
Profile | 10-Jan-18
An Acuris Company
Reliance Communications Limited
EMEA Americas Asia
10 Queen Street Place 330 Hudson St. Suite 1602-6
London 4th Floor Grand Millennium Plaza
EC4R 1BE New York, 181 Queen’s Road,
United Kingdom NY 10013 USA Central Hong Kong
+44 203 741 1000 +1 212 500 7537 + 612 9002 3131
sales@acuris.com sales.us@acuris.com sales.asia@acuris.com
Disclaimer
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