-Pacific Restructuring Advisory Mandates An Acuris Company

10 January 2018 Reliance BankruptcyCommunications Profile Limited

Debtwire.com Debtwire.com AsiaIndia- BankruptcyPacific Restructuring Profile | 10- AdvisoryJan-18 Mandates An Acuris Company Limited

Overview: The National Company Law Tribunal's (NCLT) 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 Development Bank (CDB), at a hearing on 5 January, formally pulled its petition after agreeing to enable the -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 , a rival controlled by Anil’s elder brother and India’s wealthiest person . 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 Past 2 years/ 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. 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 Paul Hastings LLP the bankruptcy petition by large financial creditor CDB was postponed to the same date three days earlier, as per Debtwire. counsel 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, (ET) reported that Reliance Jio, 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), Bondholders advisors 30-Nov-17: RCom claims in an announcement that some onshore and offshore financial creditors will oppose CDB’s insolvency petition. 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 and 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 Total Debt 1.7bn), because it was conditional on RCom’s merger of its wireless business with , which was aborted. 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 Page 2 AsiaIndia- BankruptcyPacific Restructuring Profile | 10- AdvisoryJan-18 Mandates 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 – , 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 (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 Network of 190,000km fiber optic cables in India Fiber optic cable, 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 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 Knowledge City Real Estate (DAKC) in Navi Mumbai Sources: Company reports, Debtwire. Debtwire.com Page 3 Asia-Pacific Restructuring Advisory Mandates An Acuris Company

Sistema Shyam Anil D. Ambani & Life Insurance CLSA Global Markets Other shareholders Teleservices Ltd (SSTL) family and other Corporation of India PTE Ltd (1.53%) (29.40%) (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 ) DTH business for an - Direct o Home (DTH) Limited(3) (100%) (100%) (100%) undisclosed amount. -Investment Holding -Investment Holding -Investment Holding

Reliance Webstore Limited (100%) 21.20% 79.71% - Trading & Marketing Reliance Infratel Reliance Telecom 10.74% Reliance Communication Limited(1) Limited(1)(3) Inc. (USA) (100%) - Telecom tower99% and 78.80% - Wireless operation - Int’l voice & data 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

GCX Limited(Bermuda) Overseas Subsidiaries USD 350m 7.0% senior 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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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)

FLAG FLAG Holdings Reliance Vanco Group Reliance FLAG Reliance Seoul Telenet Inc. Telecom () Limited Limited (UK) Globalcom Atlantic UK FLAG (49%) (50%) (Taiwan) (UK) Limited Limited Atlantic () (UK) (UK) SAS Pte Limited 80% (France) (Singapore) 20% FLAG Telecom Vanco Vanco 0.01% Vanco UK Vanco Asia Vanco 99.99% Taiwan Limited Sweden AB GmbH VNO Direct Limited (UK) Pacific PTE Deutschland (Taiwan) (Sweden) () Limited (UK) FLAG Reliance FLAG FLAG FLAG Limited GmbH (Germany) Telecom Globalcom Telecom Telecom Telecom (Singapore Asia Limited Limited Development Deutschland Netherland () (India) Limited GmbH B.V. (Bermuda) (Germany) (Netherlands) Vanco Vanco Vanco Vanco US, LLC Vanco Global Vanco ROW Solutions Inc. International Switzerland A.G. (Delaware) 1% Limited (UK) Limited (UK) (Delware) 99% Limited (UK) (Switzerland) FLAG Telecom FLAG Telecom FLAG Development Network Services Telecom Hellas AE Services Limited (Ireland) Vanco South Vanco SpZoo (Greece) America Ltda Company LLC Net Direct SA Euronet (Poland) Vanco BV Vanco Srl Vanco SAS (Brazil) () Reliance FLAG (Proprietary) SA (Holland) () (France) Telecom Ireland Ltd. (Spain) Limited (Ireland) (South Africa)

Vanco FLAG Telecom FLAG Telecom Benelux BV Ireland Network Limited (Netherlands) Vanco Australasia Vanco (Shanghai) Vanco NV Vanco Japan KK Limited (Ireland) (Japan) Pty Limited Co., Ltd (China) (Belgium) (Japan) () 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 Debtwire.com Note: all shareholdings are at least 99.9% unless otherwise stated. Page 5 AsiaIndia- BankruptcyPacific Restructuring Profile | 10 -AdvisoryJan-18 Mandates 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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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 Cash 5.0 14.1 15.2 13.2 4.6 11.6 4.6 -60.4% TPG Capital 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, , 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 +65 6349 8054 Rupee Loans from others RCOM 8.65% - 11.65% 2017 - 2022 beyond 4.5 69.0 Foreign Currency loans from banks RCOM 3.09% - 5.40% 2017-2021 122.2 1,882.8 [email protected] 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 - <1 year 16.1 248.6 Chaim Estulin Foreign Currency loans from banks - subsidiary level Others - - 1.9 29.3 Senior Editor, Asia Pacific USD 300m 6.5% Senior Secured Notes 6-May-15 RCOM 6.50% 6-Nov-20 19.3 296.6 +852 2158 9725 Total secured debt 353.1 5,441.8 7.0x [email protected] Rupee Term loans from banks RCOM 11.70% <1 year 28.5 438.4 Rupee Term loans from banks - subsidiary level Others 13.1 201.4 Ryan Patwell Rupee Term loans from others RCOM 8.65% - 11.7% 2017 - 2022 beyond 33.1 509.3 Head of Research, Asia Pacific Rupee Term loans from others - subsidiary level Others 1.1 17.1 +852 2158 9777 Foreign currency loans RCOM <1 year 4.4 67.2 5.44% [email protected] Foreign currency loans - subsidiary level Others 1.7 26.4 Deferred liabilities of spectrum RCOM 10.00% 2017-2027 14.1 216.8 Rajiv Savardekar Deferred liabilities of spectrum Reliance Telecom 10.00% 2017-2027 19.2 296.1 Senior Credit Analyst, Asia Pacific Total debt for Rcom (excl. GCX) 468.2 7,214.4 9.2x GCX's USD 350m secured notes 1-Aug-14 GCX Ltd 7.00% 1-Aug-19 22.5 346.0 Total debt for Rcom 490.6 7,560.4 9.7x Anjali Agarwal Cash and cash equivalents 13.2 203.3 Credit Analyst, Asia Pacific Net debt 477.4 7,357.1 9.4x Market capitalisation 32.1 2,086.0 Adjusted EBITDA ( FY17) 50.8 509.6 9,443.2 10.0x Sources: Company reports, Debtwire. (1) INR / USD 0.01541 as of 31 March 2017, sourced from Oanda.com Debtwire.com Page 7 AsiaIndia- BankruptcyPacific Restructuring Profile | 10- AdvisoryJan-18 Mandates An Acuris Company Reliance Communications Limited

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