Case Profile - Reliance Communication
Case Profile - Reliance Communication
10 January 2018
India
Reliance
Bankruptcy Communications
Profile Limited
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Asia-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.
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Asia-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.
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
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Asia-Pacific Restructuring Advisory Mandates An Acuris Company
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.
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Asia-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
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Asia-Pacific
India Restructuring
Bankruptcy Advisory Mandates
Profile | 10-Jan-18
An Acuris Company
Reliance Communications Limited
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