Reliance Communications Limited Telecom Restructuring Primer 22 May 2019 India SUMMARY CONSOLIDATED CAPITAL STRUCTURE (INRbn) AS OF 31 MARCH 2018 Outstanding Outstanding Instrument Issue Date Interest rate Maturity (1) Leverage (INRbn) (USDm) Rupee Term loans from banks and others 2.67% - 16.45% 2017 - 2022 beyond 134 2,057 INR 30bn 11.20% Non-Convertible Debenture 02-Mar-09 11.20% 01-Mar-19 30 461 INR 15bn 11.25% Non-Convertible Debenture 07-Feb-12 11.25% 07-Feb-19 8 115 Foreign Currency loans from banks 2.67% - 16.45% 2017-2022 143 2,205 USD 300m 6.5% Senior Secured Notes 06-May-15 6.50% 06-Nov-20 19 297 Total secured debt 334 5,135 37.2x Rupee Term loans from banks and others 11.70% <1 year 118 1,817 Foreign currency loans 5.44% <1 year 3 41 Deferred liabilities of spectrum 10.00% <1 year 67 1,030 Total debt for RCom (excl. GCX) 522 8,023 58.1x GCX's USD 350m 7% Senior Secured notes 01-Aug-14 7.00% 01-Aug-19 23 349 Total debt for RCom (incl. GCX) 545 8,372 60.6x Cash and cash equivalents 6 94 Net debt 539 8,278 59.9x Market capitalisation 5 76 Enterprise Value 544 8,354 Adjusted EBITDA (FY18) 9 EV/EBITDA 60.5x Source: Debtwire, company reports, (1) INR / USD 0.01537 as of 31 March 2018, sourced from Oanda.com Reliance Communications’ (RCom) has issues, which could delay a resolution for POTENTIAL BIDDERS finally given up on its 15-month battle to quite some time and impede the recovery keep itself and core Indian subsidiaries predictability. While Essar Steel India’s Bharti Airtel Ltd Reliance Infratel (RITL) and Reliance ongoing two-year process might be the Telecom (RTL) outside of bankruptcy. most egregious example of what happens Bharti Infratel Ltd After the Anil Ambani-controlled wireless- once the litigation begins, there have been communications, data-centre and undersea- numerous other cases dragged on by appeals Brookfield Asset Management Inc. cable operator decided it was better served and counter appeals all the way to the seeking salvation through formal Supreme Court. Reliance Jio Infocomm Ltd proceedings, the Mumbai National Company Sistema JSFC Law Tribunal (NCLT) ordered the Some points that will likely need to be cleared up are: (1) the date of admission; resumption of its corporate insolvency Source: Debtwire, Business Standard, Economic Times resolution process (CIRP) on 7 May. (2) whether certain transaction should be clawed back as preferential; (3) the treatment RCom withdraw its appeal against the initial of priority claims among secured lenders; DEBTOR SUMMARY 15 May 2018 bankruptcy order a few days (4) the treatment of claims by the Department after India’s Supreme Court 26 January of Telecommunications (DOT), a vital Promoter Anil Ambani & family decision narrowing the interpretation of an operational creditor; and (5) whether the ineligible bidder for a bankrupted company. insolvency proceedings of the three entities Sector Telecom The ruling, which clarified the definition of could be streamlined into a single process. ineligible related parties, potentially allows Total debt (FY18) INR 544bn (USD 8.4bn) Anil’s elder brother, Mukesh Ambani, the Without those issues being resolved, it is nearly impossible to ascertain what the billionaire promoter of wireless FY18 EBITDA INR 9bn communications provider Reliance Jio actual recovery levels might be. While the market price for RCom’s due-November Infocomm (Jio), to pitch a resolution plan for Leverage (FY18) 60.5x RCom, according to Debtwire’s legal analyst 2020 bonds are indicated in the 25 cents neighbourhood, we set out scenarios later in Ashley Bell. The brothers had previously Source: Debtwire, Company filings this report with recoveries estimated at inked two out-of-court deals in December (1) 2017 and August 2018 in which RCom was 23-79 cents . The recent redistribution to sell the majority of its assets to Jio. But order in the Essar Steel India case as well ASIA CREDIT RESEARCH as the only 15% to 20% recovery for both were terminated in March 2019 — (2) Anjali Agarwal leading to the bankruptcy—in part because creditors of RCom rival Aircel Ltd only adds to pessimism. India Credit Research Manager - Debtwire Asia of RCom’s inability to win approval from [email protected] financial and operational creditors. Dominic Soon With aspects of India’s two-year-old 1) Assuming pari passu distribution with other secured Senior Analyst - Debtwire Asia [email protected] Insolvency & Bankruptcy Code (IBC) still to lenders, with the variance largely depending on the estimated values of RCOM's spectrum and Dhirubhai Ryan Patwell be ironed out, RCom’s path through a Ambani Knowledge City (DAKC), a 125 acre leasehold Corporate Insolvency Resolution Process land plot in Navi Mumbai. Head of Research - Debtwire Asia (CIRP) will likely be litigated on a host of 2) As reported by the Economic Times on 18 May. [email protected] Tearsheet/Credit report DW-APAC 22-May-19 Page 1 Reliance Communications Limited Telecom Restructuring Primer 22 May 2019 India NCLT CASE DETAILS Respondent Reliance Communications Ltd, Reliance Telecom Ltd, Reliance Infratel Ltd Petitioner Ericsson India Pvt Ltd Default Amount (as per NCLT order) INR 9.79bn Date of Petition 13-Sep-2017 Original Date of Acceptance Into Bankruptcy 15-May-2018 NCLAT stay on insolvency process 30-May-2018 Resumption of Insolvency Proceedings(1) 7-May-2019 Initial Deadline for Plan (180 days) 3-Nov-2019 Possible Extended Deadline for Plan (270 days) 1-Feb-2020 Court Mumbai bench Judge B.S.V. Prakash Kumar Original Interim Resolution Professional Pradeep Kumar Sethi (RBSA Advisors) SBI Nominated Resolution Professional Anish Nairanjan Nanavaty (Deloitte Touche Tohmatsu) Settlement to Ericsson in March 2019 upon Supreme Court order INR 5.8bn including late payment interest (~56 cents(2)) LEGAL AND FINANCIAL ADVISORS Lender counsel AZB & Partners, Anil Kher and Co, Trilegal, S&R Associates State Bank of India Counsel J Sagar Associates (as of May 2018) Petitioner Counsel Ashwin Ankhad & Associates (as of May 2018) RCom Counsel Naik Naik & Co (as of May 2018) First-Lien Bondholder Varde Investment Partners LP First-Lien Bondholders Counsel Kirkland & Ellis LLP Financial Advisor Credit Suisse GCX BOND ADVISORS Counsel Paul Hastings LLP First Lien Bondholders Bardin Hill Investment Partners LP, Blenheim Capital Partners, Varde Investment Partners LP First Lien Bondholders Counsel Goldman Sachs & Co. LLC, White & Case LLP Financial Advisor Lazard Source: Debtwire, company filings, court documents The date of resumption of proceedings is not the date of admission. (1) Settlement amount of INR 5.5bn without interest divided by INR 9.8bn due to Ericsson as of 31 March 2017. What will happen to recent payments/ Ericsson India in March 2019 and the August How will varied secured priority claims be transactions? 2018 sales of media convergence nodes treated? Disagreements between creditors RCom's resolution professional (RP) will (MCN) and fibre assets to Jio could also be of RCom, RITL and RTL over the distribution have unilateral discretion to determine deemed preferential. of proceeds from the now-defunct Jio asset sale agreement signed in December 2017 which transactions warrant him seeking The Ericsson settlement payment is likely to approval from the NCLT to unwind as began shortly after the ink dried. RITL offshore come under scrutiny even though it was secured lenders — Standard Chartered Bank, preferential. Under IBC sections 43 and 45, prompted by a Supreme Court directive. the RP can scrutinise preferential payments Emirates NBD, VTB Capital, Industrial and National Company Law Appellate Tribunal Commercial Bank of China and Doha Bank — made to creditors and the sales of assets to Chairperson S.J. Mukhopadhaya observed third parties done within one year before maintained that proceeds from the sale of tower during an 8 April hearing that the payment is assets should be used first to pay down their admittance and sales to a related parties liable to be reversed under IBC Section 43, within two years. claims as they contend that they have a according to a Business Standard report dated prepayment clause covering asset sales in As such, the NCLT recognised admittance 9 April. If the RP chooses to contest the their loan agreements. State Bank of India date could be important. According to an payment, the court will need to establish and other domestic creditors then pressed their 8 May public announcement in the Business whether a Supreme Court directive supersedes own priority claims even though all RCom’s Standard newspaper posted on Rcom’s the IBC, as per a Debtwire report in May. assets are included in a common security pool website, the bankruptcy admittance date is While Jio’s purchase of RCom’s MCN assets for all its secured creditors. An attempt to 15 May 2018. However, given the 11 month could potentially be classified as an arbitrate the matter ran aground because some stay on proceedings between 30 May 2018 undervalued transaction under Section 45 creditors refused to concede to the process. to 30 April 2019, that date is likely to be of the IBC, we do not believe that this contested because it could significantly A bankruptcy proceeding won’t ameliorate transaction will be disputed. Debtwire impact whether the RP should seek to the disagreement. In CIRP, it is the financial clawback a USD 200m payment in reported in October 2018 that INR 7.74bn creditors themselves, in negotiations with December 2017 to a China Development of the INR 12bn received from the sale the white knight, that determines how to Bank (CDB)-led lender syndicate in was used to reinstate bank guarantees apportion the settlement proceeds.